Notes to the consolidated financial statements

for the six months ended 30 September 2012

 

1 General Information

 

The condensed interim financial statements for the six months ended 30 September 2012 were authorised for issue in accordance with a resolution of the Board of Directors on 31 December 2012.

 

The Company is a public limited company incorporated in the United Kingdom. The address of its registered office is 19 Cavendish Square, London, W1A 2AW.

 

The Company is listed on the AIM Market of the London Stock Exchange.

 

The financial information for the 15 months ended 31 March 2012 set out in this interim consolidated report is unaudited and does not constitute statutory accounts as defined in the Companies Act 2006. The Group's statutory financial statements for the 15 months ended 31 March 2012 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under section 498(2) or (3) (accounting records or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations) of the Companies Act 2006. The auditor's report also included an emphasis of matter relating to the Group's future funding prospects.

 

2 Basis of Preparation

 

These condensed interim financial statements for the six months ended 30 September 2012 have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union. These condensed interim financial statements should be read in conjunction with the audited financial statements for the 15 months ended 31 March 2012, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

 

Going Concern

 

The directors reviewed the Group's objectives, policies and processes for managing its capital, including its financial risk management objectives, details of its financial instruments and its exposures to credit risk and liquidity risk.

 

During the 6 months to 30 September 2012, the Group made losses of £324,000 (6 months to 30 June 2011: £572,000). At period end, the cash balance was £52,000 (30 June 2011: £391,000), with net liabilities of £1,194,000 (30 June 2011: £504,000).

 

Following a strategic review of the Group's trading, which was announced in December 2011, and in the view of the continued working capital difficulties faced by the Group, the Board resolved that it would be in the best interests of shareholders to close the Group's trading operations, and to this end, to dispose of the Group's two main operations, DGM India Internet Marketing Private Limited ("DGM India") and DGM Asia Pacific Private Limited ("DGM Singapore"):

 

·      The sale of DGM India was completed in July 2012. The net cash generated from the transaction (after transaction costs) was £324,000;

·      The Group completed the sale of selected assets of DGM Singapore in June 2012 to Flow Digital Private Limited ("Flow Digital"), a subsidiary of Omnicom Media Group. The actual cash received from the transaction was £75,000. Flow Digital retained certain amounts relating to client prepayments, employee costs and certain legal fees, all agreed to be settled by Flow Digital on behalf of the Group.

 

In an attempt to improve its net asset position, the Group has also begun the liquidation and closure of certain subsidiaries that are insolvent in Singapore, Hong Kong and China. Once finalised, the liquidations in Asia are expected to result in an improvement in the Group's balance sheet of about £512,000.

 

As the effect of the disposal of DGM India and selected assets of DGM Singapore, as well as the closure of the

Group's China operation, has been to divest the parent company of its trading businesses and activities, this constitutes a fundamental change of business under Rule 15 of the AIM Rules. As a result, the parent company has been treated as an Investing Company, following the approval of the Investment Policy at a General Meeting held on 28 May 2012 and the completion of the sale of selected assets of DGM Singapore. The Company is now required to implement the Investment Policy, or otherwise make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules, within twelve months of obtaining consent from shareholders.

 

In order to enable the Company to execute its investment policy, the Directors are endeavouring to seek additional long term funding.

 

Peterhouse Corporate Finance Limited has placed 67,400,000 new Ordinary Shares in the Company at a price of 0.5 pence raising £337,000. The placing is conditional on the approval of a proposed Company Voluntary Agreement (CVA) and other resolutions described in the Chief Executive's statement.

 

The Directors have concluded that material uncertainties that cast significant doubt upon the ability of the

Company to continue as a going concern exist. Nevertheless, after making enquiries, and considering the uncertainties, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they adopt the going concern basis in preparing the annual report and accounts.

 

3 Change of financial year end

 

The financial year end of the Company was changed from 31 December to 31 March. The change was made to align the start of the current accounting period with the start of the Company's life as an investing company.

 

Accordingly, the current interim financial statements are prepared for the 6 months from 1 April 2012 to 30 September 2012. The comparative figures for the consolidated income statement, consolidated statement of comprehensive income, consolidated cash flow statement, consolidated statement of changes in equity and related notes are for the 6 months from 1 January 2011 to 30 June 2011.

 

4 Accounting Policies

 

The accounting policies applied in these condensed interim financial statements are consistent with those of the annual financial statements for the 15 months ended 31 March 2012, as described in the annual financial statements.

 

The Group has adopted the following new interpretations, revisions and amendments to IFRS issued by the

International Accounting Standards Board, which are relevant to and effective for the Group's financial statements:

 

·      IAS 24 "Related Party Disclosures" (amended) effective from 1 January 2011, adopted by the EU on 19

July 2010;

·      Annual improvements to IFRSs, containing amendments to IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 21, IAS 28, IAS 31, IAS 34, and IFRIC 13.

 

The adoption of these new requirements did not have any impact on the financial position or the performance of the Group.

 

Standards in issue not yet effective

 

At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards applicable to the Group have been published but are not yet effective, and have not been adopted early by the Group.

 

IFRS 10 "Consolidated Financial Statements" effective from 1 January 2013, is not yet adopted by the EU. It introduces a new, principle-based definition of control which will apply to all investees to determine the scope of consolidation.

 

IFRS 13 "Fair Value Measurement" effective from 1 January 2013, is not yet adopted by the EU. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Standard clarifies that fair value is based on a transaction taking place in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. The principal market is the market with the greatest volume and level of activity for the asset or liability.

 

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's consolidated financial statements once adopted:

 

·      IFRS 7 "Financial Instruments: Disclosures" - Derecognition, effective from 1 July 2011, not yet adopted by the EU

·      IFRS 9 "Financial Instruments" effective from 1 January 2015, not yet adopted by the EU

·      IFRS 11 "Joint Arrangements" effective from 1 January 2013, not yet adopted by the EU

·      IFRS 12 "Disclosure of Interests in Other Entities" effective from 1 January 2013, not yet adopted by the EU

·      IAS 1 "Financial Statement Presentation" - Other Comprehensive Income, effective from 1 July 2012, not yet adopted by the EU

·      IAS 19 "Employee Benefits" effective from 1 January 2013, not yet adopted by the EU

·      IAS 27 "Separate Financial Statements" (Revised) effective from 1 January 2013, not yet adopted by the EU

 

5 Segmental Information

 

The Group is principally engaged in the provision of online marketing services. Revenue is attributable to the principal activity, which was mainly carried out in China, India and Southeast Asia.

 

All operating segments were disposed or discontinued during the 6 months to 30 September 2012. An analysis of segment result by geography is shown below:

 

						Operating	Holding
						central	company
	China		India	†SE Asia	Other	Costs	Costs	Total
		£'000	£'000	£'000	£'000	£'000	£'000	£'000
Six months ended 30 Sep 2012
Segment result		(40)	(5)	116	(2)	(21)	(447)	(399)
Depreciation								-
Share-based payment								(2)
Interest								-
Profit on disposal of subsidiary								109
Profit on disposal of associate								-
Tax								(32)
Total loss for the period								(324)
Segmental assets (£)		3	-	5	-	-	80	88
Segmental liabilities (£)		90	-	576	-	-	616	1,282

†Included in the SE Asia result is a £110,000 gain from the disposal of assets

 

 

Six months ended 30 Jun 2011

Segment result	(104)	68	(143)	(8)	(129)	(242)	(558)
Depreciation							-
Share-based payment							(14)
Interest							(1)
Profit on disposal of subsidiary							-
Profit on disposal of associate							-
Tax							1
Total loss for the period							(572)
Segmental assets (£)	239	895	320	-	-	914	2,368
Segmental liabilities (£)	209	708	756	-	-	1,199	2,872

†Included in holding company costs are office lease accrual releases (£76,898)

 

 

Fifteen months ended 31 Mar 2012

Segment result	(265)	251	(188)	(49)	(277)	(518)	(1,046)
Depreciation							-
Share-based payment							(21)
Interest							(3)
Profit on disposal of subsidiary							-
Profit on disposal of associate							195
Tax							(45)
Total profit for the year							(920)
Segmental assets (£)	76	836	107	-	-	53	1,072
Segmental liabilities (£)	159	612	718	-	-	462	1,951

† Included in 'Operating central costs' is a £47,000 provision release from prior period relating to the Group's affiliate tracking technology

†† Included in 'Holding company costs are leasehold provisions releases (£161,000); UK VAT provision releases (£131,000) and others (£15,000).

 

6 Discontinued Operations

 

All subsidiaries and operations were disposed or discontinued during the period. This followed a strategic review completed by the Board and announced in December 2011. Revenue, expenses, gains and losses relating to discontinued operations are reported under profit or loss from discontinued operations in the income statement. As a result, the prior period income statements have been re-presented in accordance with IFRS 5.

 

7 Disposal of subsidiary

 

In July 2012 the Group completed the disposal of its entire shareholding in DGM India Internet Marketing Private Limited ("DGM India") to Tyroo Media Private Limited and Inflection Digital Holdings Private Limited, both of which are private companies incorporated and registered in India.

 

Revenue, expenses, gains and losses relating to the discontinuation of this subsidiary have been eliminated from the profit or loss from the Group's continuing operations and reported under profit from discontinued operations in the income statement. As a result of the disposal, the income statements for the prior periods have been restated in accordance with IFRS 5.

 

DGM India was sold for a gross consideration of £384,000 (Rupees 33,500,000) resulting in a profit on disposal after tax of £83,000 (Rupees 7,241,000):

 

		£'000
Gross consideration		385
Share of net assets disposed		(229)
Historical exchange differences on translation		(12)
Transaction costs		(35)
Profit on disposal (before tax)		109
Income taxes		(26)
Profit on disposal (after tax)		83

Discounting is omitted where the effect of discounting is immaterial.

The full consideration was received during the period.

 

8 Earnings / (Loss) Per Share

 

Earnings / (loss) per share has been calculated on a loss after tax of £324,000 (6 months to 30 June 2011: £572,000) and the weighted average number of shares in issue during the period of 7,679,309 (6 months to 30 June 2011: 7,087,687).

 

Reconciliation of the profit and weighted average number of shares used in the calculations are set out below:

 

Six months to 30 Sep 2012	Continuing		Discontinued	Total
Profit / (loss) (£'000)	(375)		51	(324)
Earnings per share (pence)		(4.88)	0.66	(4.22)

 

Six months to 30 Jun 2011	Continuing		Discontinued	Total
Profit / (loss) (£'000)	(73)		(499)	(572)
Earnings per share (pence)		(1.03)	(7.04)	(8.07)

 

15 months to 31 Mar 2012	Continuing		Discontinued	Total
Profit / (loss) (£'000)	(69)		(851)	(920)
Earnings per share (pence)		(0.90)	(11.08)	(11.98)

Share options issued to management and staff had no dilutive effect. As at 30 September 2012, the Company's shares were suspended from trading on AIM as a result of the Group's weak working capital position.

 

9 Share Based Payments

 

No share options were issued during the period (6 months to 30 June 2011: 0).

 

The fair values of the options granted are determined using the binomial valuation model. The value of the options is adjusted for future dividends, assuming that they will be paid from 2013 at a yield of 3%.

 

The model takes into account a volatility rate of 175% which is derived from historical experience. A weighted average risk free interest rate of 1.92% is applied.

 

Share options are granted in accordance with the Group's Enterprise Management Incentive Scheme. The options have lives of 10 years and vest in three equal tranches over the first three years of their lives provided the employees continue to work for group. The expected lives of the options used in application of the binomial model were 5 years for managerial staff and 4 years for non-managerial staff.  

 

The amount of remuneration expense for the 6 months ended 30 September 20112 in respect of unvested share options granted in this period and earlier periods, amounts to £1,847 (6 months ended 30 June 2011: £14,219).

 

10 Onerous Lease Provision

 

The Group has made the following operating and financial lease provisions:

	Operating  leases	Finance     leases	All                 leases
	£'000	£'000	£'000
At 1 April 2012	42	-	42
Additions	-	-	-
Utilisation	(17)	-	(17)
At 30 September 2012	25	-	25

 

Analysis of total provision is:

	Operating     leases	Finance     leases	All             leases
	£'000	£'000	£'000
Within one year	25	-	25
More than one year and within five years	-	-	-
	25	-	25

The operating lease provision was made for the office lease, service charges and business rates which were entered into in October 2003 for a ten year lease at the former office in London, UK.

 

11 Related Party Transactions

 

During the period the Group entered into the following related party transactions. All transactions were made on an arm's length basis:

 

Howard Kennedy

 

Keith Lassman, Non-Executive Director and shareholder, is a partner of Howard Kennedy LLP, Solicitors. During the period, the Group was charged £4,877 (6 months to 30 June 2011: £900) in respect of legal services provided. The balance due to Howard Kennedy LLP, Solicitors, at the period end was £4,766 (30 June 2011: £0)

 

Share options

 

Share options held by directors were restated following a capital reorganisation that was approved at a general meeting held in May 2012. Following the reorganisation, the number of options held by each director is as follows:

 

Adrian Moss - 174,000 options at an exercise price of 50 pence per option

David Lees - 17,500 options at an exercise price of 50 pence per option

Keith Lassman - 12,500 options at an exercise price of 50 pence per option 

 

 

 

DC Storm Limited

 

DC Storm Limited is a former associated undertaking company of the Group. The Group incurred certain charges in respect of software licensing services received during the period. The balance due to DC Storm Limited at period end was £0 (30 June 2011: £16,620).

 

Deal Group Media Pty Ltd

 

This is the Group's former Australian based subsidiary which was disposed in October 2010. The Group provided technical and other services during the 6 months to 30 September 2012 and a total of £21,700 (6 months to 30 June 2011: £42,262) was received. The balance owed to the Group at period end was £0 (30 June 2011: £41,537).

 

Transaction involving director

 

An interest-free loan of £27,145 was repaid to Adrian Moss, Director and shareholder, in May 2012. The loan had been granted to the Group during the previous financial year.  

 

12 Subsequent Events and Transactions

 

There are no significant events and transactions after the balance sheet date which may impact the financial statements.