TIDM3DD
RNS Number : 6161O
3D Diagnostic Imaging PLC
12 October 2012
For immediate release 12 October 2012
3D DIAGNOSTIC IMAGING PLC
("3D" or the "Company")
(AIM ticker 3DD)
Unaudited results
for the 12 months ended 30 June 2012
3D today announces its unaudited results for the 12 month period
ended 30 June 2012.
For further information please contact
3D Diagnostic Imaging Plc
Graham Lay, CEO
Oliver Cooke, CFO +44 (0) 1382 560 910
Allenby Capital Limited
(Nominated Adviser and Broker)
Nick Naylor
Nick Athanas +44 (0) 203 328 5656
Chairman's Statement
The Company has recently changed its accounting reference date
from 30 June to 31 December. As a consequence of this change, the
current financial period has been extended to cover the eighteen
month period from 1 July 2011 to 31 December 2012. In order to keep
shareholders informed the Company has published a further set of
unaudited accounts, covering the twelve month period to 30 June
2012.
I joined the board of 3D in December 2011 and became Non
Executive Chairman in February 2012. I remain convinced that with
the CarieScan PRO we have developed one of the most innovative
dental diagnostic products available in the market place today.
Unfortunately, this achievement on the product front has not been
matched by the financial performance of the business in the period
under review and the level of revenue generation has been very
disappointing. It is taking considerably longer than the Directors
anticipated for sales to gain the necessary traction. As a
consequence of the low level of sales revenues the Company has
continued to be loss making. I will outline below the steps that we
have taken and the changes that we anticipate making in the near
future.
The financial performance of the business in the period under
review can be summarised as follows. Turnover in the twelve month
period was GBP181,062 (6 months ended 31 December 2011: GBP67,739,
12 months ended 30 June 2011: GBP714,925). Operating loss for the
period was GBP1,715,764 (6 months ended 31 December 2011: operating
loss of GBP987,323, 12 months ended 30 June 2011: operating loss of
GBP2,434,380). Net assets as at 30 June 2012 were GBP554,022 (as at
31 December 2011: GBP1,186,567, as at 30 June 2011: GBP835,032),
and included cash resources of GBP253,568 (as at 31 December 2011:
GBP1,071,827, as at 30 June 2011: GBP520,145).
This situation prompted the Board to undertake a fundamental
review of the Company's cost base and to implement a radical cost
cutting exercise.
One of the highest cost areas within any business is staff
remuneration and as a part of the cost reduction exercise Graham
Lay, the Chief Executive Officer, has reduced his salary by 60%,
Oliver Cooke, the Chief Financial Officer, has reduced his salary
by 80% and I have continued to waive my entitlement to remuneration
in full. In addition a number of staff redundancies have been made
and all of the remaining staff have reduced their salaries by an
average of 25%.
The next largest costs are those associated with the Company's
membership of a public market.
The Company's shares were admitted to trading on AIM in November
2010. One of the principal objectives of the Company's listing on
AIM was to provide it with access to development capital as the
business grew. However, it has become apparent that in the current
market environment this objective cannot be met and as a
consequence the Board no longer feels able to justify the continued
costs associated with the Company's admission to trading on AIM.
Therefore in August 2012 the Board announced its intention to seek
shareholders consent to withdraw the Company's shares from trading
on AIM.
However, since then the Board investigated various alternative
options with the potential to deliver greater value to
shareholders. In October 2012 the Board announced that it had
resolved to move the ownership of the Group's operating business,
CarieScan Limited, into a newly formed private company, 3D
Diagnostic Imaging Limited ("3DIL"). Once this transfer has taken
place, the shares in 3DIL will be gifted to 3D's present
shareholders which will result in them owning the same number of
shares in both 3D and in 3DIL as they currently own in 3D alone. As
a consequence the future development of the operating business will
take place in a lower cost, private company environment, with the
same underlying shareholder ownership as at present.
Under the AIM Rules the disposal constitutes a fundamental
change in business for 3D and requires shareholder approval. 3D
shall remain listed on AIM but with no operating business and will
become an investing company within the definition of the AIM Rules,
with a natural resources focused investing policy. It is
anticipated that shareholders will benefit in due course from 3D's
future investment activity.
As a part of these proposals it is intended that two new
directors, Donald Strang and Hamish Harris, will join the Board of
the Company and that Graham Lay and I will step down from the
Board. Oliver Cooke will remain on the Board as a Non-Executive
director. A circular giving further details of these proposals and
convening an extraordinary general meeting of the Company on 24
October 2012, at which to obtain shareholders consent for the
proposals, has now been sent to shareholders for their
consideration.
Upon completion of the proposals outlined above, the Board of
3DIL will seek to raise additional capital to finance the company's
sales development operations and its other working capital
requirements.
The Directors believe that these proposals are in the best
interests of shareholders as they significantly reduce the cost
base of the operating business, maintain the current ownership of
that business and give shareholders an additional opportunity to
recover value from their investment in the Company.
David Snow
Non-executive Chairman
12 October 2012
Group Income Statement (unaudited)
For the 12 months ended 30 June 2012
6 months 6 months 12 months 12 month
to to to to
31 Dec 30 June 30 June 30 June
2011 2012 2012 2011
Unaudited Unaudited Unaudited Audited
Note GBP GBP GBP
Revenue 67,739 113,323 181,062 714,925
Cost of sales (40,363) (49,657) (90,020) (257,739)
------------------------------ ----- ------------ ----------- --------------------------- ------------
Gross profit 27,376 63,666 91,042 457,186
------------------------------ ----- ------------ ----------- --------------------------- ------------
Operating expenses (1,014,699) (792,107) (1,806,806) (2,891,566)
------------------------------ ----- ------------ ----------- --------------------------- ------------
Operating loss (987,323) (728,441) (1,715,764) (2,434,380)
Finance income -
Interest receivable - - - 96
Finance costs - Loan
note interest - - - (9,410)
------------------------------ ----- ------------ ----------- --------------------------- ------------
Loss before tax (987,323) (728,441) (1,715,764) (2,443,694)
Tax 3 - 61,664 61,664 25,124
------------------------------ ----- ------------ ----------- --------------------------- ------------
Loss and total comprehensive
income (987,323) (666,777) (1,654,100) (2,418,570)
------------------------------ ----- ------------ ----------- --------------------------- ------------
Loss for the period
attributable to equity
holders of the parent (987,323) (666,777) (1,654,100) (2,418,570)
Loss per share (p) 4
- Basic and diluted (0.50p) (0.28p) (0.75p) (1.59p)
All of the revenues and loss above is derived from continuing
operations.
There is no other income for this period, and therefore no
separate statement of comprehensive income has been presented.
Group Statement of Changes in Equity (unaudited)
For the 12 months ended 30 June 2012
Share-based
Share Share Payments Retained
Capital Premium Reserve Earnings Total
GBP GBP GBP GBP GBP
Balance at 30 June 2011 170,475 5,366,966 68,220 (4,770,629) 835,032
---------------------------------------------------- -------- ---------- ------------ ------------ ----------
New share capital introduced 70,500 1,399,500 - - 1,410,000
Expenses of share issue - (106,193) - - (106,193)
Loss and total comprehensive income for the period - - - (987,323) (987,323)
Provision for share-based payments - - 35,051 - 35,051
---------------------------------------------------- -------- ---------- ------------ ------------ ----------
Balance at 31 December 2011 240,975 6,600,273 103,271 (5,757,952) 1,186,567
---------------------------------------------------- -------- ---------- ------------ ------------ ----------
Loss and total comprehensive income for the period - - - (666,777) (666,777)
Provision for share-based payments - - 34,232 - 34,232
---------------------------------------------------- -------- ---------- ------------ ------------ ----------
Balance at 30 June 2012 240,975 6,600,273 137,503 (6,424,729) 554,022
---------------------------------------------------- -------- ---------- ------------ ------------ ----------
Group Statement of Financial Position (unaudited)
At 30 June 2012
30 June 30 June
2012 31 Dec 2011 2011
Unaudited Unaudited Audited
Note GBP GBP GBP
Non-current assets
Other intangible assets - - -
Property, plant and equipment 127,271 149,103 173,336
127,271 149,103 173,336
Current assets
Inventories 219,649 205,431 182,310
Trade and other receivables 102,098 54,087 200,889
Cash and cash equivalents 253,568 1,071,827 520,145
------------------------------- ----- ------------ ------------ ------------
575,315 1,331,345 903,344
Total assets 702,586 1,480,448 1,076,680
------------------------------- ----- ------------ ------------ ------------
Current liabilities
Trade and other payables (148,564) (293,881) (241,648)
(148,564) (293,881) (241,648)
Net current assets 426,751 1,037,464 661,696
------------------------------- ----- ------------ ------------ ------------
Net assets 554,022 1,186,567 835,032
------------------------------- ----- ------------ ------------ ------------
Equity
Share capital 5 240,975 240,975 170,475
Share premium account 6,600,273 6,600,273 5,366,966
Share-based payments reserve 137,503 103,271 68,220
Retained earnings (6,424,729) (5,757,952) (4,770,629)
------------------------------- ----- ------------ ------------ ------------
Total equity 554,022 1,186,567 835,032
------------------------------- ----- ------------ ------------ ------------
Group Statement of Cash Flows (unaudited)
For the 12 months ended 30 June 2012
6 mths 6 mths 12 mths
to to to Year end
31 Dec 30 June 30 June 30 June
2011 2012 2012 2011
Unaudited Unaudited Unaudited Audited
No GBP GBP GBP GBP
Cash flows from operations
Cash used in operations 6 (752,047) (879,923) (1,631,970) (2,516,278)
Taxation received - 61,664 61,664 25,124
----------------------------------- --- ---------- ----------- ------------ ------------
Net cash used in operating
activities (752,047) (818,259) (1,570,306) (2,491,154)
----------------------------------- --- ---------- ----------- ------------ ------------
Investing activities
Interest received - - - 96
Expenditure on intangible
assets - - - (68,164)
Grants received - - - 26,664
Proceeds on disposal of
property, plant and equipment 750 - 750 -
Purchases of property,
plant and equipment (828) - (828) (62,350)
----------------------------------- --- ---------- ----------- ------------ ------------
Net cash used in investing
activities (78) - (78) (103,754)
----------------------------------- --- ---------- ----------- ------------ ------------
Financing activities
Issue of share capital 70,500 - 70,500 62,471
Cash element of share premium 1,339,500 - 1,339,500 3,437,428
Issue costs (106,193) - (106,193) (442,882)
Interest paid - - - (9,410)
Net cash from financing
activities 1,303,807 - 1,303,807 3,047,607
----------------------------------- --- ---------- ----------- ------------ ------------
Net increase in cash and
cash equivalents 551,682 (818,259) (266,577) 452,699
Cash and cash equivalents
at the beginning of period 520,145 1,071,827 520,145 67,446
----------------------------------- --- ---------- ----------- ------------ ------------
Cash and cash equivalents
at the end of period 1,071,827 253,568 253,568 520,145
Notes to the Interim Financial Information (unaudited)
1. General Information
The condensed financial information for the 12 months to 30 June
2012 does not constitute statutory accounts for the purposes of
Section 434 of the Companies Act 2006 and has not been audited or
reviewed. No statutory accounts for the period have been delivered
to the Registrar of Companies.
The condensed financial information in respect of the year ended
30 June 2011 has been produced using extracts from the statutory
accounts for this period. Consequently, this does not constitute
the statutory information (as defined in section 434 of the
Companies Act 2006) for the year ended 30 June 2011, which was
audited. The statutory accounts for this period have been filed
with the Registrar of Companies. The auditors' report was
unqualified and did not contain a statement under Sections 498 (2)
or 498 (3) of the Companies Act 2006.
The Report was approved by the Directors on 12 October 2012 and
will be available shortly on the Company's website at
www.3ddiagnosticimaging.com.
2. Accounting Policies
Basis of preparation
The financial information has been prepared on the historical
cost basis. The Group's business activities, together with the
factors likely to affect its future development, performance and
position are set out in the Chairman's Statement. This statement
also includes a summary of the Group's financial position and its
cash flows.
Basis of accounting
The Group's consolidated financial statements for the year ended
30 June 2011 were prepared in accordance with International
Financial Reporting Standards (IFRSs). The 12 month report for the
period ended 30June 2012 has been prepared in accordance with
International Accounting Standards ("IAS") 34 "Interim Financial
Reporting".
3. Tax
No deferred tax asset has been recognised in respect of tax
losses due to the uncertainty of future profit streams in the
UK.
4. Loss Per Share and Dividends
No dividends have been paid during the 12 month period ended 30
June 2012.IAS 33 "Earnings per share" requires presentation of
diluted earnings / (loss) per share when a company could be called
upon to issue shares that would decrease profit or increase loss
per share. For a loss making company with outstanding share
options, loss per share would only be increased by the exercise of
out of money options. Since it seems appropriate to assume that
option holders would not exercise out of money options, no
adjustment has been made to calculate the diluted loss per share on
out of money share options.
Basic and diluted loss per share is calculated on the loss of
the Group attributable to equity holders of the parent.
6 months 6 months 12 months
to to to Year ended
31 December 30 June 30 June 30 June
2011 2012 2012 2011
Unaudited Unaudited Unaudited Audited
GBP GBP GBP GBP
Loss attributable to equity
holders of the Group (987,323) (666,777) (1,654,100) (2,418,570)
Number of Shares 000's 000's 000's 000's
Weighted average number
of ordinary shares 198,444,933 240,974,824 219,535,098 152,310,655
Loss per share - basic
and diluted (0.50p) (0.28p) (0.75p) (1.59p)
----------------------------- ------------ ------------- ------------ ------------
5. Share Capital
30 June 31 December 30 June
2012 2011 2011
GBP GBP GBP
Authorised
3D Diagnostic Imaging
plc
Ordinary shares of 0.1p
each 1,000,000 1,000,000 1,000,000
Allotted, issued and fully
paid
3D Diagnostic Imaging
plc
Ordinary shares of 0.1p
each 240,975 240,975 170,475
---------------------------- -------------- -------------- --------------
30 June 31 December 30 June
2012 2011 2011
No. No. No.
Authorised
3D Diagnostic Imaging
plc
Ordinary shares of 0.1p
each 1,000,000,000 1,000,000,000 1,000,000,000
Allotted, issued and fully
paid
3D Diagnostic Imaging
plc
Ordinary shares of 0.1p
each 240,974,824 240,974,824 170,474,824
----------------------------- -------------- -------------- --------------
The Company has one class of ordinary shares with a par value of
0.1p and which carry no right to fixed income.
6. Notes to the cash Flow Statement
6 months 6 months 12 months
to to to Year ended
31 Dec 30 June 30 June 30 June
2011 2012 2012 2011
Unaudited Unaudited Unaudited Audited
GBP GBP GBP GBP
Cash used in operating
activities
Operating loss (987,323) (728,441) (1,715,764) (2,434,380)
Amortisation of intangible
costs - - - 68,164
Depreciation of property,
plant and equipment 19,904 19,347 39,251 42,483
Loss on sale of property,
plant and equipment 1,469 - 1,469 -
Share based payment expense 35,051 34,232 69,283 51,570
Release of grant - - - (26,664)
(Increase)/decrease in
inventories (23,121) (14,218) (37,339) (25,781)
Decrease/(increase) in
trade and other receivables 146,804 (48,011) 98,793 (95,739)
Increase/(decrease) in
trade and other payables 55,169 (142,832) (87,663) (95,931)
Cash used in operating
activities (752,047) (879,923) (1,631,970) (2,516,278)
------------------------------ ---------- --------------- ------------ ------------
7. Share Based Payments
The Group issues share-based benefits to employees. These
share-based payments have been measured at their fair value at the
date of grant and the fair value of expected shares is being
expensed to the Income Statement on a straight-line basis over the
vesting period. Fair value has been measured using the Black
Scholes model and adjusted to reflect the most likely share vesting
and exercise pattern. The impact on the accounting periods has
been:
6 months 6 months 12 months
to to to Year ended
31 December 30 June 30 June 30 June
2011 2012 2012 2011
Unaudited Unaudited Unaudited Audited
GBP GBP GBP GBP
Included in operating
expenses 35,051 34,232 69,283 51,570
----------------------- ------------ ---------- ----------- -----------
The cumulative provision for share-based payments of GBP137,503
(30 June 2011: GBP68,220) is shown as a reserve in the Group
Statement of Financial Position.
8. Subsequent events
There have been no significant events after the balance sheet
date which have not already been disclosed to the market.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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