RNS Number:3161Z
TV Commerce Holdings PLC
29 June 2007
TV Commerce Holdings plc
TV Commerce Holdings PLC ("TV Commerce" or the "Group"), today reports it's
Preliminary Results for the year-ended 31 December 2006.
Highlights / recent activity
* Turnover of #2,293,272 (2005: #723,992) with a pre-tax profit of
#146,200 (2005: loss of #551,389)
* Cash balance to the end of June 2007 of #492,000
* Closure of TV Commerce Limited 28 February 2007
* Board considering options to preserve shareholder value.
Commenting on the results TV Commerce Chief Executive Vince Stanzione said:
The growth in the business in the year to December 2006 and after contributed to
the Group's resulting positive cash balance at June 2007. The closure of the TV
Commerce Limited was a difficult decision but one which I believe was in the
best interests of Shareholders."
For further information, please contact:
TV Commerce
Vince Stanzione Tel: +44 (0) 1908 330 747
First City Financial Ltd
Allan Piper Tel: +44 (0) 207 436 7486
+44 (0) 7736 064 982
Seymour Pierce
John Depasquale Tel: +44 (0) 207 107 8029
Chairman's statement
For the year ended 31 December 2006
Whilst the performance of the Group for the year to 31 December 2006 was
profitable and substantially ahead of the previous year, the events since the
year end, in the market in which the Group operates, have contrived against its
future success.
For the year to 31 December 2006, the Group reported turnover of #2,293,272
(2005: #723,992) with a profit before tax of #146,200 (2005 loss of #551,389).
As we reported in our interim statement in September 2006, the substantial
growth in revenue was achieved through the delivery of a range of niche
programmes using the Sky Television platform and based on premium rate billings
from phone and messaging services.
As we reported in 24 November 2006, however, the Group's trading subsidiary, TV
Commerce Limited, received a formal reprimand from the Independent Committee of
the Supervision of Standards of Telephony Information Services ("ICSTIS") in
relation to the day time show. Although swift action was taken to address the
issue, this signified a fundamental shift in the regulatory regime in which the
Group operated, which the Board considered was likely to render the business
unprofitable.
Following a review of the operations of the Group, the Board announced on 28
February this year, that a decision had been taken to close the operations of TV
Commerce Limited. The Board considered that was preferable to preserve the cash
resources of the Group rather than the reinvestment of further funds in an
uncertain future.
The curtailment of the Group's activities is disappointing, especially at a time
when it appeared to have found a successful and profitable business model. The
Board believes, however, that decisive action was required and this has enabled
the Group to retain cash resources of approximately #492,000 as at the end of
June 2007.
I would like to thank the directors who have served the Group during its period
since flotation. The Board, together with its advisors, will continue to review
options in relation to the preservation and return of Shareholder value.
Andy Mintern
Chairman
Consolidated Profit and Loss Account
For the year ended 31 December 2006
2006 2005
Notes # #
GROUP TURNOVER 2,293,272 723,992
Cost of sales (1,620,262) (908,741)
GROSS PROFIT 673,010 (184,749)
Administration expenses (529,256) (380,010)
GROUP OPERATING PROFIT / (LOSS) 143,754 (564,759)
Interest receivable and similar items 2,446 13,514
Interest payable and similar charges - (144)
PROFIT / (LOSS) ON ORDINARY ACTIVITIES
BEFORE TAXATION 146,200 (551,389)
TAXATION - -
PROFIT / (LOSS) AFTER TAXATION 146,200 (551,389)
Dividend - -
RETAINED PROFIT / (LOSS) FOR THE YEAR 146,200 (551,389)
Profit / (Loss) per ordinary share (in pence):
Basic and diluted profit / (loss) per share 2 0.23p (1.0)p
Consolidated Balance Sheet
As at 31 December 2006
2006 2005
Notes # #
FIXED ASSETS
Tangible fixed assets - 16,141
CURRENT ASSETS
Debtors 437,094 300,495
Cash at bank and in hand 4 261,310 179,807
698,404 480,302
CREDITORS:
amounts falling due within one year (205,890) (150,129)
NET CURRENT ASSETS 492,514 330,173
TOTAL ASSETS LESS CURRENT LIABILITIES 492,514 346,314
NET ASSETS 492,514 346,314
CAPITAL AND RESERVES
Called up share capital 641,796 641,796
Share premium account 624,066 624,066
Merger Reserve 66,351 66,351
Profit and loss account (839,699) (985,899)
EQUITY SHAREHOLDERS' FUNDS 6 492,514 346,314
Consolidated Cash Flow
For the year ended 31 December 2006
2006 2005
Notes # #
RECONCILIATION OF PROFIT/ (LOSS) BEFORE INTEREST
AND TAXATION TO OPERATING CASH OUTFLOW
Operating profit / (loss) before interest and taxation 143,754 (564,759)
Depreciation 16,375 949
Increase in debtors (126,099) (168,110)
Increase in creditors 55,761 112,927
Net cash inflow / (outflow) from operating activities 89,791 (618,993)
Returns on investments and servicing of finance
Interest received 2,446 13,514
Interest paid - (144)
2,446 13,370
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (10,734) (17,090)
NET CASH INFLOW / (OUTFLOW) BEFORE FINANCING 81,503 (622,713)
Financing
Shares issued - 1,248,761
Flotation expenses - (416,550)
Repayment of loans - (105,000)
- 727,211
INCREASE IN NET CASH IN THE YEAR 5 81,503 104,498
Notes to Financial Statements
For the year ended 31 December 2006
1. Preliminary Statement
This preliminary statement, which has been agreed with the Auditors, was
approved by the Board on the 28 June 2007. The financial information in this
announcement does not constitute full statutory accounts within the meaning of
the Companies Act 1985. Full accounts for the year ended 31 December 2006 will
be filed with the Registrar of Companies in due course.
The Group's financial statements consolidate the financial statements of TV
Commerce Holdings Plc and its subsidiaries, TV Commerce Limited and The Advert
Channel Limited, each of which have been made up to 31 December 2006, accounted
for under merger accounting.
The Financial Statements have been prepared on the basis that the Company and
Group is no longer a going concern. A decision was made after the year end to
wind down the activities of ultimately dissolving the Company and Group and the
Group's trading activities ceased on 28 February 2007.
2. Profit per share
Basic profit per share is calculated by dividing the Group's profit after
taxation of #146,200 (2005: loss of #551,389) by the weighted average number of
shares in issue during the year of 64,179,632 (2005: 53,681,432).
No diluted earnings per share are presented as the effect of the exercise of
share options would be to decrease the loss per share.
3. Dividend
The directors do not recommend a dividend for the year.
Notes to Financial Statements
For the year ended 31 December 2006
4. Reconciliation of net cash flow to movements in net funds
2006 2005
# #
Increase in cash in the period 81,503 104,498
Loans repaid / (received) - 105,000
Conversion of loans to equity - 500,000
Movement in net funds in the period 81,503 709,498
Net debt beginning of period 179,807 (529,691)
Net funds at end of period 261,310 179,807
5. Analysis of changes in net debt
At beginning Cash Non-cash At end
of period flow movements of period
# # # #
Cash at bank and in hand 179,807 81,503 - 261,310
Loans - - - -
Total 179,807 81,503 - 261,310
6. Shareholders' funds
2006 2005
# #
Beginning of the period 346,314 (434,508)
Retained profit / (loss) for the period 146,200 (551,389)
Nominal value of shares issued in the period - 641,796
Share premium on new shares issued net of expenses - 624,066
Movement on Merger Reserve - 66,349
End of the period 492,514 346,314
On 22 November 2004, the Company was incorporated with an authorised share
capital of 1,000 #1 ordinary shares, of which 1 #1 ordinary share was allotted
at par for cash.
On 18 January 2005 the share capital was subdivided into 100,000 ordinary shares
of #0.01 each and, on the same date, the share capital was increased by the
creation of 124,900,000 shares, increasing the value of the authorised share
capital to #1,250,000.
On 18 January 2005, 43,367,200 ordinary shares of #0.01 each were issued in
exchange for the whole of the issue share capital of TV Commerce Limited.
On 10 February 2005, a further 20,662,332 ordinary shares of #0.01 each were
issued for a cash consideration of #1,248,740.
On 17 March 2005, 150,000 ordinary shares of #0.01 each were issued for a cash
consideration of #9,000.
7. Copies of the Annual Report and Financial Statements
Copies of the Annual report and Financial Statement will be sent to shareholders
on 30 June 2007 and will be available from the Company's registered office from
that date.
8. Annual General Meeting
The Annual General Meeting will be held on 10 August 2007 at 10.00 am at the
offices of Seymour Pierce, 20 Old Bailey, London EC4M 7EN.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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