Interim Results
18 September 2003 - 5:01PM
UK Regulatory
RNS Number:8897P
OverNet Data PLC
18 September 2003
18 September 2003
OverNet Data plc
OverNet Data Announces Interim Results
For the six months ended 30 June 2003
OverNet Data, the AIM-listed Company, today announced its interim results.
Commenting on the outlook, Leo Knifton, Chairman of OverNet Data, said:
"The Board continues to concentrate its efforts in identifying and completing a
transaction which it believes to be in shareholders' best interests."
For further information please contact:
Mr Leo Knifton
Tel: 020 7251 3762
Chairman's Statement
Overview
Following my comments in our Annual Report which was published on 20 June 2003
the Company has continued to concentrate its efforts on minimizing its costs and
liabilities whilst also seeking to maximize any potential shareholder value.
Financial results
The unaudited financial results for the six months to 30 June 2003 showed
turnover of #2,000 (2002: #55,000). Administration expenses totalled #111,000
(2002: #1,129,000) reflecting the impact of reducing staff numbers to nil as
part of the cost reduction exercise. Interest income declined to a negligible
level (2002: #14,000) reflecting lower cash balances.
The loss before tax was reduced to #109,000 (2002: #1,060,000) with the loss per
share declining to 1.5p (2002: loss 44.0p).
The Company does not expect to pay dividends for the foreseeable future and no
interim dividend is therefore declared.
Cashflow and funding
Cash outflow from operating activities amounted to #144,000 (2002: #906,000) in
the first half of 2003.
Cash balances at 30 June 2003 stood at #23,000 (31 December 2002: #32,000; 30
June 2002: #277,000) and the management of our cash resources remains tightly
controlled.
The Company exercised its option to require Monument Capital LLC to subscribe
for 1,182,733 new Ordinary Shares in January 2003 in respect of fees due to
Monument Capital LLC. A further placing of 5,200,000 Ordinary Shares at 1p each
in March 2003 raised #52,000 for the Company.
The Company has been advised that an administrative error in the AGM resolutions
proposed on 18 July 2003 means that the Company may not be able to issue further
share capital until the approval of further resolutions which may be proposed at
an EGM or the next AGM. The Company will keep under review the need to obtain
such resolutions and other funding opportunities as appropriate to maintain the
required level of financial flexibility.
Outlook
The Board continues to concentrate its efforts in identifying and completing a
transaction which it believes to be in shareholders' best interests. The Board
will continue to keep shareholders informed on progress.
Leo Knifton
Chairman
17 September 2003
Consolidated profit and loss account
for the six months ended 30 June 2003
Note Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
#000 #000 #000
Turnover 2 55 80
Administration expenses (111) (1,129) (1,500)
---------------- ---------------- ----------------
Operating loss (109) (1,074) (1,420)
Other interest - 14 15
receivable and similar
income
---------------- ---------------- ----------------
Loss on ordinary (109) (1,060) (1,405)
activities before
taxation
Tax credit on loss on 2 6 - 18
ordinary activities
---------------- ---------------- ----------------
Loss on ordinary (103) (1,060) (1,387)
activitues after
taxation
Dividends - - -
---------------- ---------------- ----------------
Retained loss for the (103) (1,060) (1,837)
period
================ ================ ================
Earnings per ordinary 3 (1.5p) (44.0p) (56.0p)
share - Basic and
diluted
================ ================ ================
The group's turnover and operating loss arise from continuing operations in both
the current and preceding periods.
There were no recognised gains or losses other than those recognised in the
profit and loss account above.
Consolidated balance sheet
as at 30 June 2003
Note Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
#000 #000 #000
Fixed assets
Tangible assets - 67 -
Current assets
Debtors 13 230 34
Cash at bank and in hand 23 277 32
--------------- ------------- ----------------
36 507 66
Creditors: amounts (8) (231) (46)
falling due within one year
--------------- ---------------- ----------------
Net current assets 28 276 20
--------------- ---------------- ----------------
Total assets less 28 343 20
current liabilities
Creditors: amounts - (23) -
falling due after more
than one year including
convertible debt
--------------- ---------------- ----------------
Net assets 28 320 20
=============== ================ ================
Capital and reserves
Called up share capital 46 2,400 139
Share premium account 3,502 3,425 3,423
Capital redemption 2,415 2,290
reserve
Merger reserve (844) (844) (844)
Profit and loss account (5,091) (4,661) (4,988)
--------------- ---------------- ----------------
Equity shareholders' funds 28 320 20
=============== ================ ================
Consolidated cash flow statement
for the six months ended 30 June 2003
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
#000 #000 #000
Cash outflow from 5 (144) (906) (1,249)
operating activities
Returns on investments - 14 15
and servicing of
finance
Taxation 24 - 75
Capital expenditure - - (18)
Financing 111 - 4
---------------- ---------------- ----------------
Cash decrease in the (9) (892) (1,137)
period
================ ================ ================
Reconciliation of net cash flow to movement in net funds
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
#000 #000 #000
Decrease in cash in the (9) (892) (1,137)
period
Loan repaid during the - - 23
period
---------------- ---------------- ----------------
Change in net funds resulting (9) (892) (1,114)
from cash flows
Net funds at start of the 32 1,146 1,146
period
---------------- ---------------- ----------------
Net funds at the end of the 23 254 32
period
================ ================ ================
Reconciliation of movement in shareholders funds
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
#000 #000 #000
Retained loss for the period (103) (1,060) (1,387)
New share capital subscribed 111 - 27
(net of issue costs)
---------------- ---------------- ----------------
Net increase/(reduction) to 8 (1,060) (1,360)
shareholders' funds
Opening shareholders' funds 20 1,380 1,380
---------------- ---------------- ----------------
Closing shareholders' funds 28 320 20
================ ================ ================
Notes to the interim report
1. Accounting policies
Basis of preparation
The interim report has been prepared using accounting policies consistent with
those set out in OverNet Data Plc Annual Report and Accounts for the year ended
31 December 2002.
The financial statements, and the Annual Report and Accounts for the year ended
31 December 2002, are prepared on a going concern basis. The Annual Report noted
that the Group's ability to continue as a going concern was dependent upon the
group securing sufficient funding from either investors or via the existing
agreement between the company and Principal Corporate Investor Limited. A
further #52,000 of funding has been received since 31 December 2002 as explained
in note 5 below. The financial statements do not include any adjustments that
would result should the going concern basis not be appropriate.
The interim report for the six months to 30 June 2003 was approved by the Board
on 17 September 2003.
2. Taxation
No credit for taxation benefits arising from the subsequent utilisation of
taxable losses has been provided in the accounts. A credit of #18,000 for
taxation benefits arising from reimbursement claims in respect of research and
development expenditure was provided for in the accounts for the year ended 31
December 2002. A prior year adjustment of #6,000 arises in the period ended 30
June 2003 due to an adjustment to this earlier estimate.
3. Loss per share
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2003 2002 2002
Pence Pence Pence
Earnings per ordinary share - Basic & (1.5) (44.0) (56.0)
diluted
============= ============= ==============
Loss per ordinary share is based on the Group's loss for the financial period of
#103,000 (December 2002:#1,387,000 and June 2002:#1,060,000).
The weighted average number of shares used in the calculation is - basic and
diluted 6,981,530 (December 2002: 2,478,716 and June 2002: 2,406,200 (restated
for share reorganisation)). The diluted earnings per share has been presented on
the same basis as the basic earnings per share as all potential ordinary shares
would be anti-dilutive.
4. Called up share capital
The Company's share capital was reorganised into 5p ordinary shares, and
consolidating 5 old shares into 1 new share, following shareholder approval at
the AGM held on 26 July 2002. The Company's share capital was further
reorganised by reducing the nominal value of ordinary shares to 0.5p following
shareholder approval at an EGM held on 16 January 2003.
In January 2003 the Company exercised its option to require Monument Capital LLC
to subscribe for a total of 1,182,733 new Ordinary Shares of 0.5p each in leiu
of its fee, as authorised by shareholders at an EGM on 16 January 2003, of
#59,000. The fee was expensed to the profit and loss account during the 6 months
to June 2003.
In March 2003 the Company placed 5,200,000 Ordinary Shares of 0.5p each to raise
#52,000.
At 30 June 2003 no share options remained outstanding in respect of the
Company's shares. Following shareholder approval at an AGM on 18 July 2003 the
Company granted an option to Monument Capital LLC to subscribe for up to an
aggregate amount of 2,500,000 Ordinary Shares of 0.5p each at a price of 5p per
share, exercisable at any time in the period 1 year from the grant of such
option. Monument Capital LLC is jointly owned by Mr Leo Knifton and Mr Nigel
Weller, both directors of OverNet Data plc.
5. Reconciliation of operating loss to net cash outflow from operating
activities
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2002 2002 2002
#000 #000 #000
Operating loss (109) (1,074) (1,420)
Depreciation on tangible - 157 151
fixed assets
Loss on disposal of fixed 55
assets
Net (increase)/decrease in (35) 11 (35)
working capital
---------------- ---------------- ----------------
Net cash outflow from (144) (906) (1,249)
operating activities
================ ================ ================
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