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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Sky High | LSE:SKHG | London | Ordinary Share | GB00B1LCP739 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:3234K Sky High PLC 20 December 2007 Sky High Plc ("Company") Interim Report for the Six Months to 30 September 2007 Chairman's Statement I am pleased to present the Interim Report for Sky High Plc for the six month period to 30 September 2007. The Company has, in accordance with the rules of the AIM, adopted International Financial Reporting Standards ("IFRS") for this, and future, reports. Whilst the adoption of IFRS has not had a material impact on the results for the current period, it has had an impact on the financial numbers in the comparative periods. Shareholders will be aware that on 25th January 2007 the Company acquired Sky High Traffic Data Ltd and subsidiaries ("Sky High") through a transaction that is classified as a reverse acquisition under AIM and IFRS rules. As a consequence, IFRS requires the comparative figures in this report to relate to the Sky High business and not the Company for periods prior to 25th January 2007. The comparative figures for the 6 months to 30 September 2006 relate to the Sky High business as it was when a privately owned company. The comparative figures for the 12 months to 30 March 2007 include a full year of trading for the Sky High business together with the trading and costs of the Company since 25 January 2007. The results show a profit after tax of £87,000 (2006: £179,000) for the six month period. There were no costs for being a quoted public company in the comparative six month period. Underlying turnover of £2.04 million represents a satisfactory increase over a comparable turnover of £1.59 million in the six months to September 2006. Trading in the first two months of the second half has been robust. During the six months, the Company acquired the 50% of the ordinary share capital in Sky High Australia PTY Limited that it did not already own, thereby bringing the expanding Australian operation under full ownership of the Company. The Directors have not declared an interim dividend. Your Board continues to search for suitable acquisitions in order to grow the business, whilst also looking to organically grow the traffic data collection business into related areas. Richard Jackson Chairman 20 December 2007 Enquiries Sky High Plc Blue Oar Securities Plc Mark Mattison, Managing Director Mike Coe, Director, Corporate Finance Tel: 01937 833933 Tel: 0117 933 0020 UNAUDITED CONSOLIDATED INCOME STATEMENT (IFRS) For the six month period to 30 September 2007 6 months 6 months 12 months ended ended ended 30 September 30 September 3 April 2007 2006 2007 Note Unaudited Unaudited Unaudited £'000 £'000 £'000 Continuing operations Revenue 2,039 1,594 3,097 Cost of sales (1,325) (955) (1,951) Gross profit 714 639 1,146 Other administrative expenses (616) (436) (892) Results from operating activities 98 203 254 Finance income 5 - 2 Finance expenses (16) (7) (18) Net Finance Costs (11) (7) (16) Profit/(Loss) before taxation 87 196 238 Income tax expense - - (41) Profit/(Loss) from continuing operations 87 196 197 Minority interests - (17) (35) Profit/(Loss) for the financial period 87 179 162 Profit/(Loss) per ordinary share - 4 0.7p 2.8p 2.0p Undiluted Profit/(Loss) per ordinary share - Diluted 4 0.7p 2.3p 1.8p There were no recognised gains or losses other than the profit for the financial period. UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IFRS) For the six month period to 30 September 2007 For the six months ended 30 September 2007 Called up Share Other Minority Profit Total Share Premium Reserves Interest and Loss Equity Capital Account Account £'000 £'000 £'000 £'000 £'000 £'000 At start of period 1,233 1,577 (1,644) 35 111 1,312 Issue of shares 41 62 - - - 103 Profit for the period - - - - 87 87 Acquisition of minority - - - (35) - (35) At end of period 1,274 1,639 (1,644) - 198 1,467 For the 12 months ended 3 April 2007 Called up Share Other Minority Profit Total Share Premium Reserves Interest and Loss Equity Capital Account Account £'000 £'000 £'000 £'000 £'000 £'000 At start of period 1 154 - - 196 351 Reverse acquisition - introduction of balances of Sky High PLC 1,232 6,594 (6,815) - - 1,011 Profit for the year - - - 35 162 197 Capital reorganisation - 3 April 2007 - (5,171) 5,171 - - - Equity dividends paid - - - - (247) (247) At end of period 1,233 1,577 (1,644) 35 111 1,312 For the six months ended 30 September 2006 Called up Share Other Minority Profit Total Share Premium Reserves Interest and Loss Equity Capital Account Account £'000 £'000 £'000 £'000 £'000 £'000 At start of period 1 154 - - 196 351 Profit for the period - - - 17 179 196 At end of period 1 154 - 17 375 547 CONSOLIDATED BALANCE SHEET (IFRS) At 30 September 2007 At 30 At 30 At 3 September September April 2007 2006 2007 Unaudited Unaudited Unaudited £'000 £'000 £'000 Non current assets Goodwill 633 - 500 Property, plant and equipment 386 257 341 Total non current assets 1019 257 841 Current assets Trade and other receivables 1,190 908 946 Cash and cash equivalents 187 8 293 Total current assets 1,377 916 1,239 Total assets 2,396 1,173 2,080 Current liabilities Bank overdraft (185) (143) (145) Trade and other payables (630) (376) (478) Total current liabilities (815) (519) (623) Non current liabilities (114) (107) (145) Total liabilities (929) (626) (768) Net assets 1,467 547 1,312 Capital and reserves Called up share capital 1,274 1 1,233 Share premium account 1,639 154 1,577 Profit and loss account 198 375 111 Other reserve (1,644) - (1,644) Minority interests - 17 35 Shareholders' funds 1,467 547 1,312 UNAUDITED CONSOLIDATED CASHFLOW STATEMENT (IFRS) For the six month period to 30 September 2007 6 months 6 months 12 months ended ended ended 30 September 30 September 3 April 2007 2006 2007 Note Unaudited Unaudited Unaudited £'000 £'000 £'000 Cash used in operations 5 (12) 45 200 Interest paid (16) (7) (18) Net cash inflow/(outflow) from operating activities (28) 38 182 Cashflow from investing activities Purchase of property, plant and equipment (88) (99) (206) Interest received 5 - 2 Purchase of subsidiary undertaking (138) - - Net cash inflow/(outflow) from investing activities (221) (99) (204) Financing Issue of ordinary share capital 103 - - Proceeds of new bank loan 40 23 25 Net cash inflow from financing 143 23 25 (Decrease)/Increase in cash and cash equivalents (106) (38) 3 Cash and cash equivalents at beginning of period 293 46 46 Amount arising on reverse acquisition - - 244 Cash and cash equivalents at end of period 187 8 293 NOTES TO THE ACCOUNTS For the six month period to 30 September 2007 1 BASIS OF PREPARATION OF INTERIM REPORT Reverse acquisition accounting and IFRS The Interim financial report has been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) for the first time. As a result, the comparative figures present the trading results, assets and liabilities of the entities that were acquired by Sky High PLC on 25 January 2007. The accounting for this is explained more fully in note 2. The information for the period ended 30 September 2007 is not audited and does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The interim accounts for the six month period to 30 September 2006 were also unaudited. The information for the year ended 3 April 2007, even though unaudited, is taken from the unqualified statutory accounts for the year then ended, modified for the transition to IFRS, in particular the application of reverse acquisition accounting, as explained in note 2 and the reconciliation table in note 6. 2 ACCOUNTING POLICIES Basis of Accounting The Interim financial report has been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) for the first time. The disclosures required by IFRS 1 concerning the transition from UK GAAP to IFRS are given in note 6. The financial statements have been prepared under the historical cost basis. The principal accounting policies adopted are set out below: Basis of consolidation The acquisition of Sky High Traffic Data Limited and its subsidiaries by Sky High Plc meets the definition of a reverse acquisition as defined by IFRS 3. As a result, although the accounts are issued under the name of the legal parent (Sky High Plc), the accounts presented are a continuation of the accounts of Sky High Traffic Data Limited and its subsidiaries ("the SHTD sub group"). The assets and liabilities of the SHTD sub group have been recognised and measured at their pre-combination carrying amounts. As consolidated accounts had not been previously prepared for this sub-group (because Sky High Traffic Data Limited was exempt from the requirement to prepare consolidated accounts), no goodwill has been included in respect of the acquisition of Sky High Technology Limited by Sky High Traffic Data Limited due to the time expired since the acquisition and the amortisation that would have been charged since the acquisition had consolidated accounts been prepared. The retained earnings and other equity balances for the period ended 30 September 2006 represent the balances in respect of the SHTD sub group. The results for the period to 25 January 2007, the date of the reverse acquisition, include solely the results of the SHTD sub group. On this date the assets and liabilities of the Sky High Plc entity are, for the purposes of these consolidated financial statements, recorded as being acquired at their fair value. In this case, as the entity comprised principally cash, fair value equates to book value. The cost of the combination has been calculated using the methodology set out in IFRS 3, being the notional cost to the existing shareholders of Sky High Traffic Data Limited of issuing shares that would result in these shareholders obtaining the same shareholding that they have in Sky High Plc. The excess of this cost over the net assets of Sky High Plc has been reflected in goodwill. The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 30 September and 31 March 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. On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the indefinable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The minority interest in the net assets and net results are shown separately in the consolidated balance sheet and consolidated income statement. Translation of financial statements of foreign entities The assets and liabilities of foreign operations are translated using exchange rates at the balance sheet date. The components of shareholders' equity are stated at historical value. An average exchange rate for the period is used to translate the results and cashflows of foreign operations. Exchange differences arising on translating the results and net assets of foreign operations are taken to the translation reserve in equity until the disposal of the investment. The gain or loss in the income statement on the disposal of foreign operations includes the release of the translation reserve relating to the operation that is being sold. 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 is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profits for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that is no longer probable that sufficient taxable profits will be available to allow all, or part, of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives on the following bases: Fixtures and fittings 15% per annum reducing balance basis Motor vehicles 25% per annum reducing balance basis Computer equipment 33% per annum straight line basis The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income. Impairment of tangible and intangible assets excluding goodwill At each balance sheet date, the Group reviews the carrying amounts of its tangible and 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). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair values less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimate of future cash flows have not been adjusted. In the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. Am 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 (cash-generating unit) 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 (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 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. Trade payables Trade payables are not interest-bearing and are stated at their nominal value. Equity Instruments Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. 3 Dividends The Company will not be declaring an interim dividend. 4 profit per share The calculation is based on the profit attributable to ordinary shareholders divided by the weighted average number of ordinary shares as defined by IAS 33 and IFRS 3 (in relation to the period up to the reverse acquisition) as follows: 6 months 6 months 12 months ended 30 ended 30 ended September September 3 April 2007 2006 2007 Profit/(Loss) for the period £87,000 £179,000 £162,000 Weighted average number of shares undiluted 12,424,552 6,321,379 7,973,245 Weighted average number of shares diluted 12,669,552 7,858,779 8,785,900 5 CASH USED IN OPERATIONS 6 months 6 months 12 months ended 30 ended 30 ended September September 3 April 2007 2006 2007 £'000 £'000 £'000 Results from operating activities 98 203 254 Depreciation of property, plant and equipment 43 23 73 Decrease/(Increase) in receivables (244) (35) (73) Increase/(Decrease) in payables 91 (146) (54) Cash used in operations (12) 45 200 6 EXPLANATION OF TRANSITION TO IFRS The Group has applied IFRS 1 "First Time Adoption of International Financial Reporting Standards" as a starting point for reporting under IFRS. The Group's date of transition is 31 March 2006 and comparative information has been restated to reflect in the Group's adoption of IFRS except where otherwise required or permitted by IFRS 1. Note 2 fully explains the impact of IFRS 3. IFRS 1 required an entity to comply with each IFRS and IAS effective at the reporting date for its first financial statements prepared under IFRS. As a general rule, IFRS 1 requires such standards to be applied retrospectively. However, the standard allows several optional exemptions from full retrospective application. The Group has elected to take advantage of the following exemption. Business combinations made prior to 31 March 2006 will not be accounted for under IFRS 3 "Business Combinations" and as such the value of goodwill in the balance sheet at that date will be the same amount under IFRS as that recorded in the UK GAAP financial statements, subject to the completion of an annual impairment review. The reconciliations of equity at 3 April 2007 and the reconciliation of profit, as required by IFRS 1, are set out below. As IFRS requires a different basis of preparation of the accounts as explained in note 1 and 2, it is not possible to publish full reconciliation tables as required by IFRS 1. However the tables below show the reconciliation of key published amounts: RECONCILIATION OF PROFIT FROM UK GAAP TO IFRS 12 months 9 months ended 3 April ended 3 April 2007 2007 Sky High PLC £'000 £'000 UK GAAP loss for the financial period as previously reported (for Sky High PLC only) (48) UK GAAP profit - full 12 months of trading subsidiaries 192 Amortisation of goodwill 5 17 (Loss) from continuing operations - IFRS - Sky High PLC only (31) Profit from continuing operations - IFRS as disclosed including a full 12 months of the trading subsidiaries as required by IFRS 3 197 RECONCILIATION OF NET ASSETS FROM UK GAAP TO IFRS 3 April 2007 £'000 Net Assets per UK GAAP 2,835 Revision of goodwill figure due to adoption of reverse acquisition accounting as required by IFRS 3 (1,523) Net Assets - IFRS 1,312 Copies of this report will be available from the Company's website at www.skyhighplc.co.uk and the Company's registered office at 32 Bedford Row, London WC1R 4HR. This information is provided by RNS The company news service from the London Stock Exchange END IR DGMMZVLDGNZM
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