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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Vividas | LSE:VDS | London | Ordinary Share | GB00B04NK713 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 3.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:9868Q Vividas Group plc 28 March 2008 VDS VIVIDAS GROUP PLC ("Vividas" or "the Group") Announces Interim Results for the six months to 31 December 2007 Vividas has developed market leading video streaming technology. KEY POINTS * Sales of £512,000 (2006: £588,000) * Pre-tax loss of £1,875,000 (2006: loss of £1,413,000). Loss per share of 5.35p (2006: loss of 5.04p) * Placing in December 2007 raised £2,275,000 net. (Proceeds received in January 2008) * Strategic review resulted in restructuring programme, commenced January 2008: - focus on Live and On-demand sports and entertainment markets together with niche broadcasters - extend network of resellers and channel partners - annual cost savings of £1.0m expected * Recent contract wins with: - Thomson Financial, Adstream, Rip Curl, SFX Sports Group, PMTV and American TeVe * New resellers signed in all major regions - Asia Pacific, EMEA and North America * Launch of new VivStreamTM Video Platform planned for April - expected to be the most advanced video streaming platform available - highly attractive product for video content owners, broadcasters and resellers * Prospects positive although continuing challenges David Pearson, Chairman, commenting on prospects, said, "Vividas remains focused on developing traction in the Live and On-demand sports and entertainment markets as well as niche broadcasters, while addressing other markets through channel partners. The cost reduction process announced in January is now substantially completed and will deliver significant overhead savings. An important development for the business will be the planned launch in April of our new VivStreamTM Video Platform. We believe this new platform will represent the most advanced and comprehensive platform available in the market place. It will enable content owners, broadcasters and resellers to roll out an end-to-end Internet TV channel (for On-demand or Live events), or a portal for Pay Per View, solutions quickly and easily. We expect this new platform to help drive sales both for our own direct sales teams and for our channel partners and it underpins our growth expectations for the business over the remainder of the current financial year and beyond. Early market acceptance of this exciting breakthrough will be a key factor in the achievement of our sales forecasts." For further information, please contact: www.vividas.com. Vividas Group plc +44 20 7189 5532 Paul Neville, Chief Executive Officer Greg Minns, Group Finance Director Biddicks +44 20 7448 1000 Katie Tzouliadis / Sophie Lane HB Corporate +44 20 7510 8600 Imran Ahmad / Rory Creedon Notes for Editors: Quoted on AIM, Vividas Group plc (VDS.L) has developed and provides video streaming technology and related products which enable full screen, very high quality video to be played via networks, including the Internet or corporate networks, without normally requiring software installation. Vividas's proprietary technology overcomes the disadvantages of competing CD and streaming market solutions. These competing technologies typically offer only partial screen, or poor quality full screen, viewing and generally require the user either to have or to install specialist player software. For more information visit www.vividas.com INTERIM STATEMENT Introduction Vividas continues to face challenges as it seeks to commercialise its products and establish a strong presence in its chosen markets. Our technology is at the forefront of video streaming, a market which is still in its infancy, and while there is significant interest in our products, we are seeing a slower uptake of video streaming technologies by companies and end users than expected, as we announced in our trading update in January. In order to adapt to prevailing trading conditions, we undertook a strategic review in the first half of the financial year. As a result, we took the decision to streamline the Group's activities in order to remove cost and to concentrate, in the short term, on those markets where uptake is more advanced. Our key focus is now on the Live and On-demand sports and entertainment markets as well as on niche broadcasters, with other markets addressed via channel partners. At the end of December, we also raised £2.5m (gross) of new funding from Ignition Capital LLC ("Ignition Capital") in a placing of shares. The investment brings Ignition Capital's holding in the Group to 23.3%. Impact of Adoption of IFRS The unaudited interim results are the first set of financial figures the Group has reported under International Financial Reporting Standards ("IFRS"). Comparative information has been restated in accordance with the transitional rules governing the change from UK GAAP to IFRS and a full reconciliation of the changes impacting the comparative figures is shown in the notes to the interim financial statements. The impact of adopting IFRS has meant that the consolidated pre-tax loss for the six months to 31 December 2007 is £217,000 (6 months to 31 December 2006: £182,000) less than it would have been if the Group were still reporting under UK GAAP. The changes primarily relate to the non amortisation of goodwill (IFRS3 - Business Combinations) and the capitalisation and then amortisation of development costs for intangible assets (IAS38 - Intangible Assets), previously expensed under UK GAAP. Financial Review In the six months to 31 December 2007, the Group generated sales of £512,000 (2006: £588,000). Gross margin reduced to 33.6% from 56.8% as a result of the lower sales and increased fixed production costs, including higher number of encoders required for trials. Operating expenses increased by 17% due to investment in marketing and product and business development. The resulting pre-tax loss was £1,875,000 (2006: loss of £1,413,000) and the loss per share was 5.35p (2006: loss per share 5.04p). During the first half, expenditure on development costs capitalised increased to £263,000 (2006: £181,000) largely due to investment in new staff in the development department. Net cash outflow for the period was £1,759,000 which represented the net of operating loss before amortisation and a cash outflow from capital expenditure and development costs. At 31 December 2007, net cash was £118,000 (2006: £3,370,000). However, this figure excludes the net proceeds from the placing in December of £2,275,000 and a tax refund of £173,000 relating to research and development expenditure in Australia. The net refinancing proceeds have been included in the balance sheet at 31 December 2007 as the new ordinary shares relating to the placing were admitted to trading on AIM on 31 December 2007 and give a total equity of £3,519,000 (2006: £4,210,000). Following the restructuring programme we commenced in early 2008, operating costs have now been significantly reduced and by the year end, we expect to realise annualised savings of £1,000,000, with an associated one-off cost of approximately £300,000. Placing Vividas raised new finance, in December 2007, via a placing of 7,142,857 new ordinary shares at a subscription price of 35 pence per new ordinary share to raise £2,500,000 gross and net proceeds of £2,275,000. The shares were placed with Ignition Capital UK Limited, a wholly owned subsidiary of Ignition Capital, the Delaware based company whose managing member is Mr Aubrey Chernick. Ignition Capital was an existing investor in Vividas and the additional shares were admitted to trading on 31 December 2007. Operational Review Streaming The Asia Pacific region saw encouraging results, with sales increasing by 24% in the first half to £286,000 (2006: £231,000). This was due to our expansion into Asia from our Australian base, primarily through our relationship with reseller, Magneato, based in the Philippines. Additional resellers have been signed in Japan, Singapore and Taiwan and we are moving the region to a purely indirect sales model. The Group also signed contracts in Australia with Adstream, the global technology solutions company to the media industry, and with Thomson Financial, the leading global provider of information-based solutions, for corporate communications. The Thomson Financial partnership is working well and we hope to extend the relationship into other regions, in particular, Japan and China, over the next twelve months. In March 2008, the Group signed an agreement with the surf company, Rip Curl Pty. Ltd to stream the high profile Rip Curl Pro surfing event in Australia. The deal is part of an evaluation licence agreement with Rip Curl and should translate into a guaranteed annual revenue contract. In EMEA region, sales reduced by 19% to £163,000 (2006: £202,000) as we shifted our focus to Pay Per View and broadcasters, away from VivStream Campaign and Corporate products. We have now moved to a solely indirect sales model through the region and signed new resellers in Saudi Arabia, Pakistan, India and UAE. We expect to sign further resellers over the remainder of the year. We secured new work with Ogilvy, the international advertising and media agency, and secured increased commitments from Thomson UK (part of TUI) and Granada International, the UK's largest commercial TV producer. Certain resellers and customer contracts signed last year did not perform to expectation largely owning to a lack of marketing by the customer and ownership rights over content. Moviepol, a Pay Per View movie site, will be relaunched in April 2008, and should contribute to revenues this year. In North America, sales reduced by 59% to £63,000 (2006: £155,000). This was a very disappointing result and reflected the still early stage development of the Pay Per View and Live markets, the delays in launching our video platform, ready for our Evotum brand, and Sony Pictures' content issues. Our agreement with Fox Soccer ("Fox") illustrated some of the difficulties of the marketplace. While Fox successfully launched its Pay Per View site before Christmas, uptake by viewers has been slower than expected. Work with Fox continues and Fox is relaunching its site with additional content and promoting it across its network. We have also signed contracts with new broadcasters, including niche Columbian broadcaster, American TeVe, based in Miami, which is streaming Live TV to the Columbian community eight hours a day. We are also making progress in the Mixed Martial Arts sector with one contract signed, and advanced discussions are underway with several other companies in this popular sports sector. We have signed new reseller agreements with SFX Sports Group, the leading US sports and marketing agency, and with PMTV, the mobile video production company, to steam live events for corporations. In January, we also successfully streamed a live concert of Finger Eleven, the Canadian rock band, for NBC direct from Times Square in New York. Discs The disc business is non-core and delivered maintained sales of £60,000 (2006: £60,000). The existing business will be passed to a reseller to manage, with Vividas receiving a royalty. The Board There have been a number of Board changes. Following Angelo Cortese's resignation as a director from JHG Financial Models SLU (a major shareholder in Vividas, with a stake of 21.1%), on 28 November, Mr Cortese also resigned as Non-Executive Director from the Vividas Board. On 4 December, Non-Executive Director, Neil Crabb resigned for personal reasons. In addition, Vernon Sankey is stepping down from his role as a Non-Executive Director, effective from 31 March 2008, being the end of his three year contract, due to heavy demands on his time. The Board would like to thank both Neil and Vernon for their commitment to Vividas over the past three years and for their personal efforts on behalf of the Group during that time. The Board intends to strengthen the Board going forward as appropriate. Outlook Vividas remains focused on developing traction in the Live and On-demand sports and entertainment markets as well as niche broadcasters, while addressing other markets through channel partners. The cost reduction programme, announced in January, is now substantially completed and will deliver significant overhead savings. An important development for the business will be the planned launch in April of our new VivStreamTM Video Platform. We believe this new platform will represent the most advanced and comprehensive platform available in the market place. It will enable content owners, broadcasters and resellers to roll out an end-to-end Internet TV channel (for On-demand or Live events), or a portal for Pay Per View solutions, quickly and easily. The solution also encompasses full website development and deployment, payment interfaces, a comprehensive content management system, digital rights management protection and detailed reporting on users and revenues. We expect this new platform to help drive sales both for our own direct sales teams and for our channel partners and it underpins our growth expectations for the business over the remainder of the current financial year and beyond. Early market acceptance of this exciting breakthrough will be a key factor in the achievement of our sales forecasts. CONSOLIDATED INCOME STATEMENT 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2007 2006 2007 Unaudited Unaudited Unaudited Notes £'000 £'000 £'000 Revenue 2 512 588 1,221 Cost of sales (340) (254) (528) Gross profit 172 334 693 Selling & marketing costs (698) (578) (1,180) Administration expenses (1,375) (1,194) (2,409) Operating loss before share of operating loss of associate (1,901) (1,438) (2,896) Share of operating loss of associate 9 - - (110) Operating loss (1,901) (1,438) (3,006) Interest receivable 26 25 90 Loss before taxation (1,875) (1,413) (2,916) Income tax income 3 129 136 103 Loss after taxation 2 (1,746) (1,277) (2,813) Basic and diluted loss per ordinary share 4 - pence (5.35) (5.04) (9.81) CONSOLIDATED BALANCE SHEET 31 31 December 30 June December 2007 2006 2007 Notes Unaudited Unaudited Unaudited £'000 £'000 £'000 Assets Non-current assets Goodwill 5 980 980 980 Development costs 5 767 508 620 Other intangible assets 5 120 73 107 Property, plant and 6 equipment 78 87 70 1,945 1,648 1,777 Current assets Trade and other receivables 7 3,060 378 437 Cash and cash equivalents 118 3,370 1,877 3,178 3,748 2,314 Total assets 5,123 5,396 4,091 Liabilities Non-current liabilities Hire purchase - 9 - Deferred tax 230 152 186 230 161 186 Current liabilities Trade and other payables 1,374 1,025 1,074 1,374 1,025 1,074 Total liabilities 1,604 1,186 1,260 Capital and reserves Share capital 7 396 319 323 Share premium 12,344 9,881 10,008 Merger reserve 921 921 921 Share based payments reserve 76 278 77 Translation reserve (40) (6) (12) Retained earnings (10,178) (7,183) (8,486) Total equity 3,519 4,210 2,831 Total equities and liabilities 5,123 5,396 4,091 CONSOLIDATED CASH FLOW STATEMENT 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2007 2006 2007 Notes Unaudited Unaudited Unaudited £'000 £'000 £'000 Operating activities Result for the period before tax (1,875) (1,413) (2,916) Depreciation 39 41 86 Amortisation 134 80 181 Employee based payments 53 57 89 Interest received (26) (25) (90) Australian R&D tax concession received 3 173 170 170 Foreign Exchange movement (51) (5) (10) (Increase)/decrease in receivables (109) 36 (23) Increase/(decrease) in trade payables and other liabilities 173 (64) (21) Net cash outflow from operating activities (1,489) (1,123) (2,534) Investing activities Additions to property, plant and equipment (58) (35) (63) Additions to development costs (263) (181) (382) Additions to other intangibles (10) (11) (60) Interest received 26 25 90 Net cash outflow from investing activities (305) (202) (415) Financing activities Proceeds from share issues 7 35 3,494 3,625 Net cash inflow from financing activities 35 3,494 3,625 Cash and cash equivalents at the beginning of the period 1,877 1,201 1,201 Net (decrease)/increase in cash and cash equivalents (1,759) 2,169 676 Cash and cash equivalents at end of the period 118 3,370 1,877 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Share based Share Share Merger payments Translation Retained Total capital premium reserve reserve reserve earnings equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 July 2006 229 6,477 921 378 - (6,063) 1,942 Result for the period - - - - - (1,277) (1,277) Shares issued 90 3,404 - - - - 3,494 Employee share based payments - - - 57 - - 57 Employee share based payments - adjustment for lapsed/exercised options - - - (157) - 157 - Currency translation differences - - - - (6) - (6) Balance at 31 December 2006 319 9,881 921 278 (6) (7,183) 4,210 Balance at 1 July 2006 229 6,477 921 378 - (6,063) 1,942 Result for the year - - - - - (2,813) (2,813) Shares issued 94 3,531 - - - - 3,625 Employee share based payments - - - 89 - - 89 Employee share based payments - adjustment for lapsed/exercised options - - - (390) - 390 - Currency translation differences - - - - (12) - (12) Balance at 30 June 2007 323 10,008 921 77 (12) (8,486) 2,831 Balance at 1 July 2007 323 10,008 921 77 (12) (8,486) 2,831 Result for the period - - - - - (1,746) (1,746) Shares issued 73 2,336 - - - - 2,409 Employee Share based - - - 53 - - 53 payments Employee Share based payments - adjustment for lapsed/exercised options - - - (54) - 54 - Currency translation differences - - - - (28) - (28) Balance at 31 December 2007 396 12,344 921 76 (40) (10,178) 3,519 NOTES TO THE INTERIM STATEMENT 1 PRINCIPAL ACCOUNTING POLICIES 1.1 Statement of compliance The consolidated interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting". These are the Group's first IFRS consolidated interim financial statements for part of the period covered by the first IFRS annual financial statements and IFRS 1 - First-time adoption of International Reporting Standards has been applied. The Group will prepare its first full set of IFRS financial statements for the year ended 30 June 2008. The date of transition to IFRS for the Group was 1 July 2006. A summary of the accounting policies applied in the preparation of the financial statements is given below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The impact of the transition from UK GAAP to IFRS is explained in note 8 to the interim statement. The accounting policies are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU) and effective as at 30 June 2008, or expected to be adopted and effective as at 30 June 2008, the first reporting date at which the Group is required to use IFRS accounting standards adopted by the EU. 1.2 Basis of preparation The financial statements have been prepared under the historical cost convention. The Group's financial statements will be prepared in accordance with IFRS 1 - First-time Adoption of International Financial Reporting Standards. This interim report is prepared in accordance with IAS 34 "Interim Financial Reporting" and IFRS 1 as it applies to interim statements. IFRS 1 requires full retrospective application of all applicable accounting standards, but exemptions are permitted in specific areas and the Group has elected to make use of the following exemptions; Business combinations The Group has elected not to apply IFRS 3 - Business Combinations, retrospectively to past business combinations prior to the date of transition. Share-based payment transactions The Group has applied IFRS 2 - Share Based Payments retrospectively to equity instruments granted after 7 November 2002 and vesting on or after 1 January 2006. 1.3 Basis of consolidation The Group financial statements consolidate those of the Company and of its subsidiary undertakings drawn up to 31 December 2007. Subsidiaries are entities over which the Group has power to control the financial and operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. Acquisitions that occurred prior to the transition date have not been retrospectively restated to conform with IFRS 3 - Business Combinations. Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated balance sheet at their fair values, which are also used as the bases for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition. The Company is entitled to the merger relief offered by section 131 of the Companies Act 1985 in respect of the premium of the shares issued over the nominal value of the equity shares issued in connection with the acquisition of Vividas Pty Limited on 18 July 2003. 1.4 Going Concern The Directors consider that in preparing the financial statements they have taken into account all information that could reasonably be expected to be available. On 27 December 2007 the Group raised £2,500,000 via the placing of 7,142,857 shares (as stated in note 7). On 25 January 2008 the Group announced that it would be initiating a cost reduction program to reduce annual fixed costs within the business by £1,000,000. This program is now substantially complete. In addition the Group will be launching its new VivStreamTM Video Platform, a product which the Directors expect will help drive sales growth via the business' own sales teams and channel partners. On this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis. 1.5 Revenue Revenue is the amount receivable for goods and services provided in the year, net of Value Added Tax and trade discounts. The accounting recognition in relation to the most significant revenue streams is as follows: Licence Fees - spread evenly over the period of the contract Playout Revenues - recognised on delivery Professional services - upon delivery to the customer Professional services are short term in nature and typically take less than one month to deliver. 1.6 Intangible assets Goodwill All business combinations that occurred prior to the date of transition have been accounted for using the acquisition method of accounting. The goodwill arising, representing the excess of the fair value of the consideration over the fair value of the separate net assets acquired, has been capitalised. The value of goodwill in the financial statements is the previous UK GAAP amount at the date of transition and is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is no longer amortised but tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Other intangible assets Research and development Expenditure on the research phase of a development project is recognised as an expense in the period in which it is incurred. Development costs incurred on specific projects are capitalised when all the following conditions are satisfied: - completion of the intangible asset is technically feasible so that it will be available for use or sale - the Group intends to complete the intangible asset and use or sell it - the Group has the ability to use or sell the intangible asset - the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits - there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and - the expenditure attributable to the intangible asset during its development can be measured reliably. Development costs not meeting the criteria for capitalisation are expensed as incurred. The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management. Directly attributable costs include employee costs incurred on software development. The costs of internally generated software developments are recognised as intangible assets and are subsequently measured in the same way as externally acquired licences. However, until completion of the development project, the assets are subject to impairment testing only. Amortisation commences upon completion of the asset, and is shown within Administration expenses. Careful judgement by the Directors is applied when deciding whether the recognition requirements for development costs have been met. This is necessary as the economic success of any product development is uncertain and may be subject to future technical problems at the time of recognition. Judgements are based on the information available at each balance sheet date. In addition, all internal activities related to the research and development of new software products are continuously monitored by the Directors. Development costs capitalised are amortised over 5 years. Patents, design fees and licences Patents, design fees and licences are included at cost less estimated residual amount and are amortised on a straight line basis over their useful economic lives which is five years. The amortisation charge is shown within Administration expenses. 1.7 Property, plant and equipment All fixed assets are initially recorded at cost. Depreciation is charged over the estimated useful lives on the costs of the assets less their residual value. The useful lives of each category of asset are estimated to be as follows: Computer equipment - 2 years Plant and equipment - 4 years Fixtures & fittings - 10 years Residual values are re-assessed annually. 1.8 Impairment The Group's goodwill and other intangible assets are tested for impairment annually or more frequently, if events or changes in circumstances indicate that it might be impaired. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is based on internal discounted cash flow evaluation. If at the Balance Sheet date there is any indication that an impairment loss is recognised in prior periods for an asset other than goodwill that no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. 1.9 Leased assets In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is recognised as a finance leasing liability. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the income statement over the period of the lease. All other leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight line basis over the lease term. Lease incentives are spread over the term of the lease. 1.10 Accounting for income taxes Deferred tax is recognised on all temporary differences. This involves comparison of the carrying amount of assets and liabilities in the consolidated financial statements with their respective tax bases. Deferred tax liabilities are provided for in full. Deferred tax assets and liabilities are calculated without discounting, at tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (tax laws) that have been enacted or substantially enacted by the balance sheet date. All changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement. Tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the asset can be recognised and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 1.11 Post retirement benefits The Group contributes to personal pension plans for the employees. The amounts charged to the income statement represent contributions payable in respect of the accounting period. 1.12 Foreign currencies Assets and liabilities denominated in foregin currencies and those of foreign subsidiaries are translated into sterling at the rates ruling at the end of the financial period. Profits and losses on exchange arising from the retranslation of the opening balances of overseas subsidiary undertakings at the beginning of the period, or the date of acquisition, where later, are taken directly to reserves. The results of the overseas subsidiary undertakings are translated into Sterling at average rates for the period. Transactions in foreign currencies are translated at the rate of exchange ruling at the date of transaction. All profits and losses on exchange are credited or charged to operating profit. 1.13 Share based payments With effect from 1 July 2006, the Group adopted FRS 20 which deals with share based payments. Share option awards are made by Vividas Group plc to Group employees and are satisfied by Vividas Group plc issuing shares to the employees on exercise of the options. An expense in relation to such grants is recognised in the income statement with the corresponding credit to equity. The equity share based payment is measured at the fair value at the grant date using the Black Scholes method of valuation. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. 1.14 Financial instruments Financial assets and liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual terms of the instrument. Trade receivables Trade receivables do not carry any interest and are stated at their nominal amounts as reduced to equal the estimated present value of the future cash flows. Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows. Trade payables Trade payables are not interest bearing and are stated at their nominal value. Equity instruments Equity instruments issued by the Group are recorded at the proceeds received, net of direct costs. 1.15 Cash and cash equivalents Cash and cash equivalents comprise cash balances and high interest deposits with instant access. 1.16 Accounting estimates and judgements Accounting estimates and assumptions are used in preparing the financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below: Impairment of goodwill, development costs and other intangibles The Group test annually the carrying value of goodwill, development costs and other intangibles for any possible impairment in accordance with the accounting policies statement in note 1.6 The achievement of the growth and profitability by the individual cash generating units is critical in supporting the carrying value of goodwill, development costs and intangibles. Capitalisation of development costs The identification of costs incurred in developing the Group's technology and products is continually reviewed. The decision to capitalise development costs so identified is made in accordance with the policy as stated in note 1.6 and involves judgement as to the future market for the Group's technology and products. 2 SEGMENTAL REPORTING Segment information is presented in the consolidated financial statements in respect of the Group's business segments, which are the primary basis of segment reporting. The business segment reporting format reflects the Group's management and internal reporting structure. Primary business segments The Group is arranged into three external revenue generating business units - North America, Asia Pacific and EMEA. These are supported by two further service units - R&D and Group. These units form the basis for the Group's reporting of primary segment information. Segment results Segment results include all items directly attributable to a segment as well as those that can be allocated on a reasonable basis. 6 months ended 31 December 2007 North Asia America Pacific EMEA Total £'000 £'000 £'000 £'000 Revenue - external sales 63 286 163 512 Segment result - loss 436 166 304 906 R&D expenses 263 Group expenses 732 Operating loss 1,901 Interest receivable (26) Loss before taxation 1,875 Income tax income (129) Loss after taxation 1,746 6 months ended 31 December 2006 North Asia America Pacific EMEA Total £'000 £'000 £'000 £'000 Revenue - external 155 231 202 588 sales Segment result - loss 180 122 308 610 R&D expenses 166 Group expenses 662 Operating loss 1,438 Interest receivable (25) Loss before taxation 1,413 Income tax income (136) Loss after taxation 1,277 Year ended 30 June 2007 North Asia America Pacific EMEA Total £'000 £'000 £'000 £'000 Revenue - external sales 253 495 473 1,221 Segment result - loss 398 379 560 1,337 R&D expenses 212 Group expenses 1,347 Operating loss before share of associate's operating loss 2,896 Share of loss of associate 110 Operating loss 3,006 Interest receivable (90) Loss before taxation 2,916 Income tax income (103) Loss after taxation 2,813 3 INCOME TAX INCOME The amount shown under Income tax comprises the following: 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2007 2006 2007 £'000 £'000 £'000 Deferred tax on development costs capitalised (44) (34) (67) Australian R&D tax concession received 173 170 170 Income tax income 129 136 103 The Group's Research and Development resource is located in Australia where the local tax regime provides for tax concessions which can be claimed as cash refunds. As a consequence of making such a claim tax losses carried forward are reduced. Further explanation is given in note 8 (d). 4 LOSS PER SHARE The calculation of the basic loss per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The calculation of diluted loss per share is based on the basic loss per share due to the Group being loss making. The weighted average number of shares for diluted loss per share is the same for basic loss per share as any adjustment in relation to options and warrants that have been granted would be anti-dilutive. Basic earnings per Diluted earnings share per share 6 months to 31 December 2007 Earnings £'000 (1,746) (1,746) Weighted average number of shares in issue 32,629,480 32,629,480 Loss per share amount pence (5.35) (5.35) 6 months to 31 December 2006 Earnings £'000 (1,277) (1,277) Weighted average number of shares in issue 25,328,178 25,328,178 Loss per share amount pence (5.04) (5.04) 12 months to 30 June 2007 Earnings £'000 (2,813) (2,813) Weighted average number of shares in issue 28,660,919 28,660,919 Loss per share amount pence (9.81) (9.81) 5 INTANGIBLE FIXED ASSETS Other Development intangible Goodwill costs assets Total £'000 £'000 £'000 £'000 Cost At 1 July 2006 980 514 110 1,604 Additions - 181 11 192 At 31 December 2006 980 695 121 1,796 Amortisation At 1 July 2006 - 117 38 155 Provided for in the period - 70 10 80 At 31 December 2006 - 187 48 235 Net Book amount At 31 December 2006 980 508 73 1,561 Cost At 1 July 2006 980 514 110 1,604 Exchange differences - - (3) (3) Additions - 382 60 442 At 30 June 2007 980 896 167 2,043 Amortisation At 1 July 2006 - 117 38 155 Provided for in the year - 159 22 181 At 30 June 2007 - 276 60 336 Net Book amount At 30 June 2007 980 620 107 1,707 Cost At 1 July 2007 980 896 167 2,043 Exchange Differences - - 21 21 Additions - 263 10 273 At 31 December 2007 980 1,159 198 2,337 Amortisation At 1 July 2007 - 276 60 336 Provided for in the period - 116 18 134 At 31 December 2007 - 392 78 470 Net Book amount At 31 December 2007 980 767 120 1,867 6 PROPERTY, PLANT AND EQUIPMENT During the six months to 31 December 2007, the Group acquired property, plant and equipment with a total cost of £57,000. This represented computer equipment and encoders for internal use. Depreciation of £39,000 has been charged for the period. 7 EQUITY During the six months ended 31 December 2007 the Group made two issues of ordinary shares. On 6 July 2007 150,000 options were exercised for a total of £33,500. On 27 December 2007 7,142,857 shares were allotted for a total of £2,500,000. The cash for these shares was received on 4 January 2008 and thus the proceeds are shown as a current receivable in the Consolidated Balance Sheet. 8 TRANSITION TO IFRS As stated in note 1 these are the Group's first IFRS interim financial statements for part of the period covered by the first IFRS annual consolidated financial statements, prepared in accordance with IFRS. The accounting policies have been consistently applied to all the periods presented. IFRS 1 requires full retrospective application of all applicable accounting standards, but exemptions are permitted in specific areas. The Group has elected to avail itself of the exemptions pertaining to Business Combinations and Share Based Payments. An explanation of how the transition from UK GAAP to IFRS has affected the Group's financial position, financial performance and cash flows is set out in the following notes: RECONCILIATION OF EQUITY FOR THE 6 MONTHS ENDED 31 DECEMBER 2007 1 July 2006 31 December 2006 30 June 2007 £'000s £'000s £'000s Effect of Effect of Effect of Previous transition Previous transition Previous transition UK GAAP to IFRS IFRS UK GAAP to IFRS IFRS UK GAAP to IFRS IFRS Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Assets Non-current assets Goodwill (a) 980 - 980 910 70 980 840 140 980 Development costs (b) - 397 397 - 508 508 - 620 620 Other intangible assets 72 - 72 73 - 73 107 - 107 Property, plant and equipment 94 - 94 87 - 87 70 - 70 1,146 397 1,543 1,070 578 1,648 1,017 760 1,777 Current assets Trade and other receivables 414 - 414 378 - 378 437 - 437 Cash and cash equivalents 1,201 - 1,201 3,370 - 3,370 1,877 - 1,877 1,615 - 1,615 3,748 - 3,748 2,314 - 2,314 Total assets 2,761 397 3,158 4,818 578 5,396 3,331 760 4,091 Liabilities Non-current liabilities Hire purchase 10 - 10 9 - 9 - - - Deferred tax (c) - 119 119 - 152 152 - 186 186 10 119 129 9 152 161 - 186 186 Current liabilities Trade and other payables 1,087 - 1,087 1,025 - 1,025 1,074 - 1,074 1,087 - 1,087 1,025 - 1,025 1,074 - 1,074 Total liabilities 1,097 119 1,216 1,034 152 1,186 1,074 186 1,260 Capital and reserves Share capital 229 - 229 319 - 319 323 - 323 Share premium 6,477 - 6,477 9,881 - 9,881 10,008 - 10,008 Merger reserve 921 - 921 921 - 921 921 - 921 Share based payments reserve 378 - 378 278 - 278 77 - 77 Translation reserve - - - - (6) (6) - (12) (12) Retained earnings (e) (6,341) 278 (6,063) (7,615) 432 (7,183) (9,072) 586 (8,486) Total equity 1,664 278 1,942 3,784 426 4,210 2,257 574 2,831 Total equities and liabilities 2,761 397 3,158 4,818 578 5,396 3,331 760 4,091 RECONCILIATION OF INCOME STATEMENT 31 December 2006 30 June 2007 £'000s £'000s Effect of Effect of Previous transition Previous transition Notes UK GAAP to IFRS IFRS UK GAAP to IFRS IFRS £'000 £'000 £'000 £'000 £'000 £'000 Revenue 588 - 588 1,221 - 1,221 Cost of sales (254) - (254) (528) - (528) Gross profit 334 - 334 693 - 693 Other operating (d) income 170 (170) - 173 (173) - Selling & Marketing costs (578) - (578) (1,180) - (1,180) Administration (a), expense (b) (1,376) 182 (1,194) (2,775) 366 (2,409) Operating loss before share of operating loss of associate (1,450) 12 (1,438) (3,089) 193 (2,896) Share of operating loss of associate - - - (110) - (110) Operating Loss (1,450) 12 (1,438) (3,199) 193 (3,006) Interest receivable 25 - 25 90 - 90 Loss before taxation (1,425) 12 (1,413) (3,109) 193 (2,916) Income tax income (c), (d) - 136 136 - 103 103 Loss after taxation (1,425) 148 (1,277) (3,109) 296 (2,813) Notes a) Under UK GAAP, Goodwill arising on business combinations was amortised on a straight line basis over its estimated economic life which was ten years. Under IFRS, Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired and not amortised. The Group has elected not to apply IFRS 3 retrospectively to business combinations prior to IFRS adoption. The effect of the above adjustment is to add back the amortisation charge to administrative expenses by £70,000 for the six months to 31 December 2006, and by £140,000 for the year ended 30 June 2007. As a result the carrying value of Goodwill is increased by £70,000 at 31 December 2006 and by £140,000 at 30 June 2007. b) Under UK GAAP, expenditure incurred on Research and Development was expensed in the income statement in the period in which it was incurred. Under IFRS, Development costs are capitalised if all the conditions for doing so, as stated in note 1.6, are met. The resultant intangible asset thus created is then amortised over 5 years and tested for impairment at least annually. The effect of the above adjustment is to remove development expenditure from administration expenses of £182,000 for the six months ended 31 December 2006 and £382,000 for the year ended 30 June 2007. In addition, development expenditure, to the extent that it can be identified, incurred prior to the date of transition has also been capitalised and amortised resulting in the creation of an intangible asset at 1 July 2006 (the date of transition) of £397,000. Amortisation on these amounts has been charged to administration expenses totalling £70,000 in the six months to 31 December 2006 and £159,000 in the year ended 30 June 2007. As a result of the above, adjustments intangible assets with a net book value of £397,000 at 1 July 2006 (the date of transition), £508,000 at 31 December 2006 and £620,000 at 30 June 2007 have been created. c) The above adjustments in relation to development expenditure gave rise to deferred tax charges of £34,000 for the six months to 31 December 2006 and £67,000 for the year ended 30 June 2007. The resultant deferred tax adjustment relating to the pre transition development costs capitalised is £119,000. As a result deferred tax liabilities have been recognised within non current liabilities of £119,000 at 1 July 2006 (the date of transition), £152,000 at 31 December 2006 and £186,000 at 30 June 2007. d) As part of the IFRS conversion process, the disclosure of amounts received in relation to R&D tax concessions in Australia was reconsidered. As a result, the amounts received have been reclassified and disclosed as part of the Income tax expense for each period, hence creating Income tax income. Previously these amounts were disclosed under "Other operating income". For both the 6 months ended 31 December 2006 and year ended 30 June 2007, £170,000 has been reclassified. e) The sum total of all of the above adjustments has been to reduce accumulated losses by £278,000 at 1 July 2006 (the date of transition), £426,000 at 31 December 2006 and £574,000 at 30 June 2007. 9 ASSOCIATE COMPANY The Group holds 330 shares, representing 33% of the issued share capital, in Dargo Limited, a company registered in Eire. This company did not undertake any activity during the six months to 31 December 2007 and consequently did not incur any costs. In the year ended 30 June 2007 the Group's share of the loss of Dargo Limited was £110,000. 10 PREPARATION OF INTERIM STATEMENTS The interim statement is unaudited but has been reviewed by the auditors. The financial information does not constitute statutory accounts within the meaning of section 240 of the Companies Act. Statutory accounts for Vividas Group plc for the year ended 30 June 2007 prepared under UK GAAP, on which the auditors gave an unqualified report and which did not contain statements under section 237(2) and 237(3) of the Companies Act 1985, have been delivered to the Registrar of Companies. 11 APPROVAL OF INTERIM STATEMENT The interim statement was approved by the Board of Directors on 28 March 2008. Copies of this statement will be available to members of the public, free of charge, from the Company at 25 Floral Street, London WC2E 9DS. This information is provided by RNS The company news service from the London Stock Exchange END IR FKOKBCBKDCNB
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