Company CarbonDesk Group plc Symbol CO2P Headline Interim results for the six months ended 31 October 2012 Released 31 January 2013 CARBONDESK GROUP PLC ("CarbonDesk" or the "Company") Interim results for the six months ended 31 October 2012 Carbondesk today announces its unaudited interim results for the six month period ended 31 October 2012. Although the results of the Company are better than last year, they remain very disappointing. We are, however, pleased to announce that the Company has a pipeline of prospective projects for the coming year, which the Directors believe could impact positively on the Company's future performance. Firstly, the Company has recently signed a number of corporate finance mandates which we are confident of closing during the current year and the fees from which will make a substantial difference to the Company's future revenue. The Company has also created a subsidiary, CarbonDesk Black Ltd, which has exclusive rights in the UK, to market the carbon credits created through a new project aimed at reducing soot emissions from local taxis (also known as Black Carbon) in Manila in the Philippines. Revenues from this project, although modest at present, have the potential to increase as the project gathers momentum. As announced on 23 January 2013, the Company has received a claim from HM Revenues & Customs relating to input tax on carbon trading transactions. While the outcome of this claim is uncertain the Directors are confident, and have been assured by our legal and taxation advisors, that the claim by HMRC is very unlikely to be enforced. The Directors are very mindful of the effect that the HMRC claim could have on shareholder value and will do their best to protect this regardless of the outcome of the Independent Tribunal. The Company continues to monitor and keep ongoing costs to a minimum. Consolidated Statement of Comprehensive Income For the Six Months Ended 31 October 2012 Notes Six Months Six Months Year Ended Ended Ended 31 October 31 October 30 April 2012 2011 2012 (Unaudited) (Unaudited) (Audited) £ £ £ Revenue - continuing operations 51,300 - 14,142 Cost of sales (1,997) - (4,217) Gross profit 49,303 - 9,925 Administrative expenses (412,612) (12,713) (295,437) Operating loss (363,309) - (285,512) Finance charges (8,238) - (17,548) Loss before taxation (371,547) - (303,060) Income tax - - - Loss for the period from (371,547) (12,713) (303,060) continuing operations Discontinued operations Loss for the period from - (682,669) (321,429) discontinued operations Loss for the period (371,547) (695,382) (624,489) Loss per share from continuing and discontinued operations (expressed in pence per share) Basic loss per ordinary share From continuing operations 2 (2.83) (0.14) (3.39) From discontinued operations 2 - (7.63) (3.59) (2.83) (7.77) (6.98) Diluted loss per ordinary share From continuing operations 2 (2.83) (0.14) (3.39) From discontinued operations 2 - (7.63) (3.59) (2.83) (7.77) (6.98) Total recognised gains and losses The Group's total comprehensive income is the same as the reported losses and profits for the current and prior periods. Consolidated Statement of Financial Position At 31 October 2012 Notes 31 October 31 October 30 April 2012 2011 2012 (Unaudited) (Unaudited) (Audited) £ £ £ Non current assets Property, plant and equipment 6,979 - 4,800 Current assets Trade and other receivables 29,149 144,416 27,997 Cash and cash equivalents 5,008 351,568 52,788 Total current assets 34,157 495,984 80,785 Total assets 41,136 495,984 85,585 Equity and liabilities Equity Called up share capital 3 824,388 447,571 447,571 Share premium account 281,297 286,516 286,516 Merger reserve 239,233 239,233 239,233 Equity reserve 6,821 - 24,371 Retained earnings (1,697,070) (1,511,820) (1,445,523) Equity attributable to equity (345,331) (538,500) (447,832) Holders of the company Current liabilities Trade and other payables 292,387 816,484 197,288 Non-current liabilities Borrowings 94,080 218,000 336,129 Total equity and liabilities 41,136 495,984 85,585 1 Basis of preparation This Interim Report, comprising the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated and the accompanying notes, has been prepared in accordance with the recognition and measurement criteria of IFRS save that the Company has elected not to adopt IAS34, Interim reports. These IFRS interim financial statements do not include all the information required for full IFRS annual financial statements. The interim results do not constitute the statutory accounts within the meaning of s435 of the Companies Act 2006. The financial information in this report for the six months to 31 October 2012 and to 31 October 2011 has not been audited or reviewed by the Company's auditor. The comparative figures for the year ended 30 April 2012 are extracted from the Company's audited financial statements for that period as filed with the Registrar of Companies. It does not constitute the financial statements for that period. Those accounts received an unqualified audit report, which did not contain any statement under sections 498(2) or (3) of the Companies Act 2006 and did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report. The accounts for the interim period have been prepared in accordance with the policies which the Company will adopt for its 2013 annual accounts. 2 Earnings per ordinary share Basic earnings per ordinary share is calculated by dividing the profit or loss after taxation by the weighted average number of shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares to assume conversion of all dilutive potential ordinary shares. The Company has potentially dilutive ordinary shares relating to Share Options and Warrants to Subscribe Six Months Six Months Year Ended Ended Ended 31 October 31 October 30 April 2012 2011 2012 £ £ £ Loss for the period attributable to (371,547) (12,713) (303,060) equity shareholders of the company Loss from discontinued operations - (682,669) (321,429) attributable to equity shareholders of the company (371,547) (695,382) (624,489) Number Number Number Weighted average number of shares for 13,111,162 8,951,429 8,951,429 the purpose of basic and diluted earnings per share 3 Equity 31 October 31 October 30 April 2012 2011 2012 £ £ £ Allotted, called up and fully paid: 16,487,792 : 8,951,429 : 824,388 447,571 447,571 8,951,429 Ordinary Shares of 5p each On 19 July the Company issued 2,000,000 new ordinary 5p shares at par raising £ 100,000 On 19 July 2012 Brad Allan, Daniel Edelman and Peter Holmes, directors of the Company, converted £25,000 each worth of convertible loan notes at 5p into a total of 1,500,000 new ordinary shares in the Company. Also on 19 July the Company converted a further £40,000 worth of convertible loan notes at 5p into 800,000 new ordinary shares. On 20 July 2012 the Company converted £150,000 worth of convertible loan notes at 5p into 3,000,000 new ordinary shares. On 24 October 2012 the Company issued 236,363 new ordinary 5p shares at a price of 5.5p per share in settlement of professional fees of £13,000. 4 Events arising after the period end HMRC has recently notified the directors of the Company that it has decided to refuse the right to deduct input tax for the months of June and July 2009. This has resulted in a demand for £95,484,820.00 plus interest of £8,571,526.26 calculated in October 2012 which continues to accrue monthly at 3% per annum. The directors deny that this claim is justified and will be seeking an independent Tribunal review of the decision by HMRC. They do not consider that a provision for any liability is necessary at this stage. --ENDS-- Enquiries: CARBONDESK GROUP PLC Daniel Edelman/ Peter Holmes +44 (0) 203 384 3650 Peterhouse Corporate Finance Limited Eran Zucker and Fungai Ndoro Tel: 020 7469 0932 END -0- Jan/31/2013 14:39 GMT
CARBONDESK GROUP PLC: Half-yearly Report
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