TIDMDISH
RNS Number : 3345N
BigDish PLC
29 January 2021
BigDish Plc
( " BigDish " or the " Company")
Financial Report for the Half-Year to 30 September 2020
BigDish Plc (LON: DISH), a technology development company is
pleased to announce the publication of its Financial Report for the
Half-Year period to 30 September 2020 which is laid below this
announcement.
The Company announced on 24 September 2020 securing an agreement
for short term funding of GBP 540,000. The Company requested and
received GBP 200,000 of this funding after the 30 September 2020.
The majority of this amount has yet to be utilised. The Company is
confident that this amount along with the balance of the short term
funding will be more than adequate to stretch the funding runway
beyond the end of the second quarter of 2020.
The Company will provide a further update to the market early
next week with regards to its business.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR")
Enquiries:
Zak Mir, Digital Communications
Officer, BigDish +44 (0) 7867 527659
zak@bigdish.com
Jonathan Morley-Kirk, Non-Executive jmk@bigdish.com
Chairman
BigDish PLC
Financial Report
For the Half-Year Ended 30 September 2020
(Unaudited)
REPORT OF THE DIRECTORS
The Directors present the report together with the unaudited
interim financial statements for the Group for the half-year ended
30 September 2020.
The Company
BigDish Plc, the parent Company, is registered (registered
number 121041) and domiciled in Jersey. It was incorporated on 11
April 2016.
Principal Activity and Business Review
The Company's principal activity during the period ended 30
September 2020 was a holding company, holding subsidiaries trading
under the " BigDish " brand in United Kingdom and a technology
development centre in the Philippines.
Results and Dividends
The results of the Group for the half-year ended 30 September
2020 show a loss before taxation of GBP 426,142 (30 September 2019
showed a loss of GBP 1,050,255).
No dividends have been paid during the half-year ended 30
September 2020 or during the comparative period.
Operational Activities
The Company continued to develop its technology platform during
the reporting period despite Covid-19 impacting the Company's
progression.
On 12 October 2020, the Company announced a business
diversification in that it was developing a venture builder model
that would develop technology in return for equity stakes in
up-and-coming technology companies.
Principal Risks and Uncertainties
The principal business risks that have been identified are as
below.
COVID-19 Risks
The restaurant sector has experienced significant disruption
from COVID-19. This has impacted the Company's business and the
Company continues to monitor the impact of COVID-19 on an ongoing
basis. The Company announced diversifying its strategy after the
reporting period to mitigate against these risks.
Marketplace Risk
The Company is operating in a competitive market and faces
competition from other companies who do or may in the future
offer a similar service on similar terms. Competitors may have
much greater access to capital than the Company.
If the Company is unable to attract sufficient restaurants and
potential customers at the rate expected, the Company may be
unable to successfully compete in the market which may have a
material adverse impact on its future prospects.
Funding Risk
The Company has not reached breakeven due to the early stage of
business development. This therefore requires that the
Company raises additional capital periodically. On 24 September
2020, the Company announced entering into a short term funding for
GBP 540,000. As of the publication date only GBP 200,000 has been
drawn down from this agreement, which has largely not been
utilised.
Technology Risk
The success of the Company is dependent on the technical
capabilities of its app and appeal to users. If technical issues
arise or the technology is not as appealing as competitors'
technology, this may have a significant impact on the Company's
ability to attract and retain restaurants and attract customers
to use BigDish. The costs associated with remaining competitive may
be disproportionate to the revenues generated by the Company which
may result in an adverse impact on the Company's financial
position.
Key Personnel Risk
The loss of/inability to attract key personnel could adversely
affect the business of the Company. The Company is dependent
on the experience and abilities of its executive Directors and
certain Senior Managers and technology staff. The Company will
continue to look to attract suitably experienced personnel to
mitigate any negative impact on the growth of the business.
Security Risk
Any unauthorised intrusion, malicious software infiltration,
network disruption, denial of service or similar act by a
malevolent party could disrupt the integrity, continuity, security
and trust of the Enlarged Group's platform. These security risks
could create costly litigation, significant financial liability,
increased regulatory scrutiny, financial sanctions and a loss of
confidence
in the Company's business.
Compliance Risk
The Company may process personal data (names, emails and
telephone numbers), which may be considered sensitive, as part of
its business. The Company may be subject to investigative or
enforcement action by regulatory authorities in the Company's
countries of operations if it acts or is perceived to be acting
inconsistently with the terms of its privacy policy, customer
expectations or the law. The Company will continue to monitor its
policies to ensure on-going compliance with the
General Data Protection Regulation (GDPR) regulations.
Brexit Risk
The main focus of the business is the United Kingdom and the
Company does not expect to be affected adversely by Brexit. Any
on-going risks will be mitigated through on-going review by
Management and reporting of KPIs to the Board for periodic review
and strategy amendment as required.
Events after the Reporting Period
Refer note 9 of the unaudited interim financial statements.
Company Directors
Appointment Date Audit Remuneration
Position Committee Committee
--------------------- ----------------------- ------------------ ----------- -------------
Jonathan Morley-Kirk Non-Executive Chairman 16 April 2016 Chair Member
Simon Perrée* Non-Executive Director 30 July 2018 Member Chair
Aidan Bishop Executive Director 16 April 2016 - -
--------------------- ----------------------- ------------------ ----------- -------------
*Resigned on 24 September 2020
The Directors note that the search for a replacement NED is
on-going and that the process is being hindered by the third UK
Covid-19 lockdown.
Share Capital
At 30 September 2020, the issued share capital of the Company
stood at 373,620,823 - with 24,670,468 new shares having been
issued during the period. The issuances are detailed in note 5 to
the unaudited financial statements.
This Directors' Report was approved by the Board of Directors on
28 January 2021 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
28 January 2021
CONSOLIDATED INCOME STATEMENT
For the half-year ended 30 September 2020
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
Note GBP GBP
Income - 11,766
Cost of sales - (696)
Gross profit - 11,070
Administrative expenses (515,875) (735,077)
Impairment loss - (396,277)
Fair value gain 7 89,733 70,029
Loss before taxation (426,142) (1,050,255)
Income tax expense - -
Loss for the period 4 (426,142) (1,050,255)
Earnings per share:
Basic and diluted loss per share 6 (0.0012) (0.0033)
The accompanying notes form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the half-year ended 30 September 2020
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
Note GBP GBP
Loss for the period
(426,142) (1,050,255)
Exchange difference on translating foreign operations*
(11,887) (45,195)
Total comprehensive loss for the period
(438,029) (1,095,450)
*To be reclassified to Profit and Loss if the foreign entity is
sold.
The accompanying notes form an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the half-year ended 30 September 2020
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
Note GBP GBP
Non-current assets
Property, plant and equipment 6,739 13,053
6,739 13,053
Current assets
Trade and other receivables 5 237,346 37,387
Cash and cash equivalents
156,424 1,296,042
393,770 1,333,429
Current liabilities
Trade and other payables (258,180) (205,730)
Borrowings (13,403) (4,744)
( 271,583) (210,474)
Non-current liabilities
Trade and other payables - (3,581)
Borrowings - (1 0, 128)
- (13,709)
Net assets/(liabilities) 128,926 1,122,299
Equity
Issued share capital 6 6,444,670 6,273,887
Retained earnings (7,242,334) (5,916,067)
Other Reserves 8 926,590 764,479
Total equity 128,926 1,122,299
The accompanying notes form an integral part of these financial
statements.
These financial statements were approved by the Board of
Directors.
Jonathan Morley-Kirk
Chairman
28 January 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the half-year ended 30 September 2020
Share Retained
Other Total
Capital Earnings Reserves Equity
GBP GBP GBP GBP
At 31 March 2019 3,239,914
(4,865,812) 879,703 ( 746 ,195)
Loss for the period -
(1,050,255 ) - ( 1,050,255)
Other comprehensive income for the period -
- (45,195) (45,195)
Total comprehensive income for the period -
(1,050,255) (45,195) (1,095,450)
Warrants reserves -
(70,029) (70,029)
Issue of new ordinary shares (net) 3,033,973
- - 3,033,973
Total transactions with owners 3,033,973
(1,050,255) (115,224) 1,868,494
At 30 September 2019 (unaudited) 6,273,887
(5,916,067) 764,479 1,122,299
Loss for the period
- (405,202) - (405,202)
Other comprehensive income for the period -
- 90,558 90,558
Total comprehensive income for the period -
(405,202) 90,558 (314,644)
Warrants reserves
- - 70,029 70,029
Share options reserves
- - 103,144 103,144
Shares to be issued
- - 246,937 246,937
Issue of new ordinary shares (net) - adjustment (300,907)
- - (300,907)
Total transactions with owners
(300,907) (405,202) 510,668 (195,441)
Prior period adjustment
- (494,923) (494,923)
At 31 March 2020
5,972,980 (6,816,192) 1,275,147 431,935
Loss for the period
- (426,142) - (426,142)
Other comprehensive income for the period -
- (11,887) (11,887)
Total comprehensive income for the period -
(426,142) (11,887) (438,029)
Warrants reserves
- - (89,733) (89,733)
Shares to be issued
- - (246,937) (246,937)
Issue of new ordinary shares (net)
471,690 - - 471,690
Total transactions with owners
471,690 (426,142) (348,557) (303,009)
At 30 September 2020
6,444,670 (7,242,334) 926,590 128,926
The accompanying notes form an integral part of these financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
For the half-year ended 30 September 2020
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
Note GBP GBP
Cash flows from operating activities
Cash received from customers - 6,875
Cash paid to suppliers & employees
(278,822) (670,921)
Net cash from operating activities (278,822) (664,046)
Cash flows from financing activities
Loan repayments
(2,370) (2,370)
Cash received from loan receivable
50,000 -
Net proceeds from share capital issue
- 1,952,988
Net cash used in financing activities 47,630 1,950,618
Net increase (decrease) in cash (231,192) 1,286,572
Cash and cash equivalents at start of period
387,616 9,470
Cash and cash equivalents at end of the period
156,424 1,296,042
The accompanying notes form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
For the half-year ended 30 September 2020
1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL
REPORTING STANDARDS (IFRS)
The consolidated interim financial statements have been prepared
in accordance with the recognition and measurement principles of
International Financial Reporting Standards as endorsed by the
European Union ("IFRS") and expected to be effective at the
year-end of 31 March 2021. The accounting policies are unchanged
from the financial statements for the year ended 31 March 2020. The
interim financial statements, which have been prepared in
accordance with International Accounting Standard 34 (IAS 34) as
adopted by the European Union, are unaudited. Accounts for the year
ended 31 March 2020, prepared in accordance with IFRS, have been
filed. The Auditors' Report on these accounts was unqualified, but
did include a material uncertainty in respect of going concern.
The consolidated interim financial statements are for the six
months to 30 September 2020. The interim consolidated financial
information does not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the Group's annual financial statements for the
year ended 31March 2020, which were prepared in accordance with
IFRS's as adopted by the European Union.
2. GOING CONCERN
The balance of the loan from Lloyds Bank loan (GBP 13,403 at 30
September 2020) was repaid this on 16 October 2020.
The Group made a consolidated loss in the half-year ended 30
September 2020 of GBP 426,142. At 30 September 2020, the
consolidated cash held was GBP 156,424 and the Group had
consolidated liabilities of GBP 271,583, which includes GBP 55,982
due to related parties. The related parties liabilities are
expected to be settled via equity under the Company's salary
sacrifice scheme in February 2021.
The Company has entered into a short-term funding agreement for
GBP540,000. As of the publication date of this report, only GBP
200,000 has been drawn down and largely not been utilised. It is
expected that this funding will extend the funding runway beyond
the second quarter of 2021. Further, the Company obtained a Letter
of Intent from an Investor to fund the progression of the BigDish
business via a Special Purpose Vehicle subject to conditions
precedent, which, if met, will be sufficient to fund the business
over the longer term.
Whilst the company is confident that it can stretch the
short-term funding beyond the second quarter of 2021, there remains
material uncertainty and the company will require further funding
at some point during the 12 months from the date of this report.
The Financial Statements have been prepared on a Going Concern
basis.
3. SEGMENTAL REPORTING
3.1 For the half-year ended 30 September 2020
Income Statement
for the half-year Jersey Hong Kong Indonesia Philippines UK Total
ended GBP GBP GBP GBP GBP GBP
30 Sep 2020 (unaudited)
-------------------------- ------------ ---------- ---------- ------------ ----------- ------------
Revenue - - - - - -
Cost of sales - - - - - -
-------------------------- ------------ ---------- ---------- ------------ ----------- ------------
Gross Profit - - - - - -
Administration
expenses (251,612) - - (114,442) (60,088) (426,142)
-------------------------- ------------ ---------- ---------- ------------ ----------- ------------
Loss for the Period (251,612) - - (114,442) (60,088) (426,142)
-------------------------- ------------ ---------- ---------- ------------ ----------- ------------
Statement of Financial Position
at 30 Sep 2020 Jersey Hong Kong Indonesia Philippines UK Total
(unaudited) GBP GBP GBP GBP GBP GBP
---------------------------- ---------- ---------- ---------- ------------ --------- ----------
Non-current assets - - - 6,739 - 6,739
Trade and other
receivables 207,840 285 - 21,421 7,800 237,346
Cash and cash equivalents 79,489 - - 8,495 68,440 156,424
---------------------------- ---------- ---------- ---------- ------------ --------- ----------
Total assets 287,329 285 - 36,655 76,240 400,509
Current liabilities (95,157) - (5,506) (138,201) (32,719) (271,583)
Non-current liabilities - - - - - -
---------------------------- ---------- ---------- ---------- ------------ --------- ----------
Net assets/(liabilities) 192,172 285 (5,506) (101,546) 43,521 128,926
---------------------------- ---------- ---------- ---------- ------------ --------- ----------
3.2 For the half-year ended 30 September 2019
Income Statement
for the half-year Jersey Hong Kong Indonesia Philippines UK Total
ended GBP GBP GBP GBP GBP GBP
30 Sep 2019 (unaudited)
-------------------------- ------------ ---------- ---------- ------------ ------------ --------------
Revenue - - - - 11,766 11,766
Cost of sales - - - - (696) (696)
-------------------------- ------------ ---------- ---------- ------------ ------------ --------------
Gross Profit - - - - 11,070 11,070
Administration
expenses (532,914) (935) (4,840) (83,396) (112,992) (735,077)
Impairment loss - - - (32,575) (363,702) (396,277)
Fair value gain 70,029 - - - - 70,029
-------------------------- ------------ ---------- ---------- ------------ ------------ --------------
Loss for the Period (462,885) (935) (4,840) (115,971) (465,624) (1,050,255)
-------------------------- ------------ ---------- ---------- ------------ ------------ --------------
Statement of Financial Position
at 30 Sep 2019 Jersey Hong Kong Indonesia Philippines UK Total
(unaudited) GBP GBP GBP GBP GBP GBP
---------------------------- ------------ ---------- ---------- ------------ --------- ------------
Non-current assets - - - 11,891 1,162 13,053
Trade and other
receivables - - - 12,767 24,620 37,387
Cash and cash equivalents 1,263,148 369 - 18,838 13,687 1,296,042
---------------------------- ------------ ---------- ---------- ------------ --------- ------------
Total assets 1,263,148 369 - 43,496 39,469 1,346,482
Current liabilities (93,163) - (6,034) (110,160) (1,117) (210,474)
Non-current liabilities (10,128) - - (3,581) - (13,709)
---------------------------- ------------ ---------- ---------- ------------ --------- ------------
Net assets/(liabilities) 1,159,857 369 (6,034) (70,245) 38,352 1,122,299
---------------------------- ------------ ---------- ---------- ------------ --------- ------------
4. LOSS FOR THE PERIOD BEFORE TAX
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
GBP GBP
Loss for the period has been arrived at after charging:
Directors remuneration
80,000 80,000
Staff costs
200,915 252,961
5. TRADE AND OTHER RECEIVABLES
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
GBP GBP
Trade and Other Receivables
29,506 37,387
Loan Receivables
207,840 -
Balance at end of period
237,346 37,387
All receivables are current assets and due within 12 months -
GBP 50,000 repayment of the loan receivables was received by the
Company in the half-year to 30 September 2020.
6. SHARE CAPITAL
6.1 Share Capital
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited / re-stated)
Number GBP Number GBP
Opening balance 348,950,355 5,977,980 285,847,519 3,239,914
Audit adjustment - 31 March 2020 -
- - (300,907)
Ordinary shares - new shares issued during the period 24,670,468
471,690
63,102,836 3,033,973
Closing balance 373,620,823 6,444,670 348,950,355 5,977,980
The shares have no par value. At 30 September 2020, included in
the total share issuance of 373,620,823, 24,670,468 shares were
issued as final payment of the Table Pouncer acquisition and to
Directors as settlement of outstanding salaries as at 30 June 2020
under the Salary Sacrifice Scheme. The Group holds 11,000,000
shares in treasury.
6.2 Earnings Per Share
30 Sep 2020 30 Sep
2019 (unaudited)
(unaudited) GBP
GBP
--------------------------------------------------------------- ------------------
Basic and diluted earnings per share (0.0012) (0.0033)
Loss used to calculate basic and diluted
earnings per share (426,142) (1,050,255)
Weighted average number of shares used
in calculating basic and diluted earnings
per share 360,622,075 314,039,187
--------------------------------------------- ----------------- ------------------
Earnings per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding and shares to be issued
during the period.
In 2020 and 2019, the potential ordinary shares were
anti-dilutive as the Group was in a loss making position and
therefore the conversion of potential ordinary shares would serve
to decrease the loss per share from continuing operations. Where
potential ordinary shares are anti-dilutive a diluted earnings per
share is not calculated and is deemed to be equal to the basic
earnings per share.
The warrants noted in note 7 could potentially dilute EPS in the
future.
7. SHARE WARRANTS
Warrants are denominated in Sterling and are issued for services
provided to the Group or as part of the acquisition of a
subsidiary.
Warrants at 30 September 2020:
No. issued No. outstanding
and exercisable No. exercised No. lapsed and exercisable Expiry date
Exercise price at 01 Apr in period in period at 30 Sep
2020 2020
----------------- ----------------- ---------------- ------------- ----------------- ---------------
4.50p 2,654,585 - - 2,654,585 02 August 2021
9.00p 11,111,111 - (11,111,111) - 02 August 2020
4.50p 444,444 - (444,444) - 02 August 2020
02 February
4.156p 6,851,116 - - 6,851,116 2021
----------------- ----------------- ---------------- ------------- ----------------- ---------------
Closing balance 21,061,256 - (11,555,555) 9,505,701
----------------- ----------------- ---------------- ------------- ----------------- ---------------
The charge for the period to 30September 2020 is GBP nil (30
September 2019: GBP 19,074).
8. RESERVES
30 Sep 2020 30 Sep 2019
(unaudited) (unaudited)
GBP GBP
---------------------------- ------------- -------------
Translation reserve 66,811 (11,860)
Share options reserve 859,779 756,635
Warrants reserve - 19,704
---------------------------- ------------- -------------
Balance at end of period 926,590 764,479
---------------------------- ------------- -------------
9. EVENTS AFTER THE REPORTING PERIOD
The Company announced on 12 October 2020 the development a
Venture Builder model - a technology platform to develop technology
in return for equity in exciting up and coming technology
companies. To facilitate this, the Company announced that the
technology development platform would be moved to India, which has
a lower cost base than the Philippines.
The Company also announced on 16 November 2020 that as a result
of the Venture Builder model, it expected to extend its funding
runway. Changes in management also took place and the Company will
identify a new CEO with suitable experience.
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END
IR UKSVRAKUAURR
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