RNS Number : 6228E
Marinetrack Holdings PLC
30 September 2008
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
CHAIRMAN'S STATEMENT
HALF YEAR ENDED 30 JUNE 2008
Introduction
I am delighted to report interim results following the successful reversal of MarineTrack Limited into XSN plc, which was completed on
29 July 2008.
On 29th July 2008, the enlarged Group was re-admitted to AIM and has since been trading as MarineTrack Holdings plc (AIM symbol: MTRK).
These Interim Results cover the six month period ended 30 June 2008 and show six months of operations for XSN plc (now MarineTrack
Holdings plc). During the period under review, XSN plc did not trade but concentrated on completing the acquisition of MarineTrack Limited
These results also contain the interim results for MarineTrack Limited for the six months ended 30th June 2008, which provides an
indication of the Company's trading performance prior to the completion of the reverse takeover.
A pro-forma net asset statement of the Enlarged Group is also included combining the 30 June 2008 XSN plc balance sheet and the
MarineTrack Limited balance sheet as at that date.
Review
In the Company's AIM admission document dated 3 July 2008, the following key strategic marketing objectives were identified for the
future:
* To develop and establish relationships with international resellers of MarineTrack's products into the commercial sector; and
* To expand direct sales into the recreational market.
It is pleasing to report that good progress has been made against these objectives and the Company's key achievements to date include:
* Successful reversal of MarineTrack Limited into XSN plc completed in July 2008;
* 90% of the Company's products are now exported and sold outside the UK, up from 70% on the comparable period last year;
* The Company's involvement with the long range identification and tracking ("LRIT") programme is expected to lead to an
international ASP accreditation for national flag states and positions MarineTrack favourably to explore other opportunities within this
arena;
* Continue the direct sales of core products including its Ships Security Alert Systems ("SAAS") products;
* The additional exposure from joining the AIM market has increased MarineTrack's opportunities to be invited to tender for larger
international contracts, with each tender having the potential to secure several thousands of units;
* We continue to build long-term renewable airtime contracts. Such contracts provide long-term annuity income with annual renewals
of approximately 95% per annum.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
CHAIRMAN'S STATEMENT CONTINUED
Dividend
The Board will not be declaring a dividend at the half year stage.
People
On behalf of the Board and Shareholders, I would like to take this opportunity to thank all of our people for their continued hard work
and commitment to the Company during the period.
Current Trading and Outlook
Despite challenging economic conditions, the Company has made a sound start to the second half of the financial year.
MarineTrack has a strategy that is designed to allow for continued development and growth throughout the remainder of the current
financial year and beyond and we look forward to updating shareholders again in due course.
Enquiries:
Stuart Nicholls, Chief Philip Secrett / Colin Aaronson Katie Dale
Executive
MarineTrack Holdings Plc Grant Thornton UK LLP (Nominated Adviser) Golley Slater
Tel: 01273 462 001 Tel: 020 7383 5100 Tel: 0121 384 9743
www.marinetrackholdingsplc.co. Mobile: 07918 716 754
uk
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
CONDENSED INCOME STATEMENT
For the six months ended 30 Six months Six months Year
June 2008
ended ended ended
30 June 30 June 31 December 2007
2008 2007
unaudited unaudited audited
Note �'000 �'000 �'000
Continuing operations
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administration expenses (67) (218) (424)
Exceptional inter-company
balance impairment written back - - 59
Loss from operations (67) (218) (365)
Investment income 17 6 14
Finance cost - - -
Loss before tax from continuing
operations (50) (212) (351)
Income tax - - -
Loss for the period from
continuing operations after tax (50) (212) (351)
All attributable to equity
holders of the parent
Earnings per share
The weighted number of shares 63,639,613 63,639,613 63,639,613
in issue
Basic and diluted 2 (0.08)p (0.33)p (0.55)p
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
CONSOLIDATED BALANCE SHEET
30 June 30 June 31 December 2007
2008 2007
Unaudited unaudited audited
Note �'000 �'000 �'000
Current Assets
Trade & other receivables 314 475 393
Cash & cash equivalents 424 546 413
Total current assets 738 1,021 806
Current liabilities
Trade payables 23 124 14
Acruals and deferred income 21 14 48
Total current liabilities 44 138 62
694 883 744
Equity
Issued share capital 3 3,182 3,182 3,182
Share premium 4 2,982 2,982 2,982
Retained deficit 4 (5,470) (5,281) (5,420)
Total equity attributable to
equity holders of the parent 694 883 744
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
STATEMENT OF CHANGES IN EQUITY
Six months ended 30 June 2008
Share Capital Share Premium Retained Reserves Total
�'000
�'000 �'000 �'000
Balance at 1 January 2008 3,182 2,982 (5,420) 744
Net loss for the period - - (50) (50)
Balance at 30 June 2008 3,182 2,982 (5,470) 694
Six months ended 30 June 2007
Share Capital Share Premium Retained Reserves Total
�'000
�'000 �'000 �'000
Balance at 1 January 2007 10,109 2,982 (11,996) 1,095
Net loss for the period - - (212) (212)
Cancellation of share capital (6,927) - 6,927 -
Balance at 30 June 2007 3,182 2,982 (5,281) 883
Year ended 31 December 2007
Share Capital Share Premium Retained Reserves Total
�'000
�'000 �'000 �'000
Balance at 1 January 2007 10,109 2,982 (11,996) 1,095
Net loss for the period - - (351) (351)
Cancellation of share capital (6,927) - 6,927 -
Balance at 31 December 2007 3,182 2,982 (5,420) 744
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
CONSOLIDATED CASH FLOW STATEMENT
For the 6 months ended 30 June 2008 Six months Six months Year
Ended ended Ended
30 30 31
June June
2008 2007 December
2007
unaudited unaudited Audited
Note �'000 �'000 �'000
Cash flows from operating activities 6 (6) 534 393
Cash flows from investing activities
Interest received 17 6 14
Net increase in cash and cash
equivalents 11 540 407
Cash and cash equivalents brought 413 6 6
forward
Cash and cash equivalents carried 424 546 413
forward
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
For the 6 months ended 30 June 2008
1. Accounting policies
The accounting policies used for the preparation of these condensed financial
statements follow the same accounting policies and methods of computation as applied
in the most recent financial statements and have been prepared under International
Accounting Standards (IAS).
The financial information contained in this report has been prepared in accordance
with the requirements of IAS 34 'Interim Financial Reporting'. It has not been audited
and does not constitute statutory accounts within the meaning of Section 240 of the
companies Act 1985. The statutory accounts for 2007, which were prepared under
International Accounting Standards (IAS), have been delivered to the Registrar of
Companies. The auditors' opinion on these accounts was unqualified and does not
contain a statement made under Section 237(2) and Section 237(3) of the Companies Act
1985.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
2. Loss per share
Basic loss per share
The calculation of basic loss per share for the year ended 31 December 2007 and for
the six months ended 30 June 2007 and 2008 have been determined as the net loss after
tax divided by the weighted average number of equity shares in issue in the year.
6 Months 6 Months Year
ended ended
30 June 30 June ended
2008 2007 31 December
2007
�'000 �'000 �'000
Net (loss)/profit
attributable to (50) (212) (351)
ordinary
shareholders
Number of ordinary
shares
Issued ordinary
shares at the 63,639,613 63,639,613 63,639,613
beginning of the
period
Issue of shares in - - -
the period
Issued ordinary 63,639,613 63,639,613 63,639,613
shares at the end of
the period
Weighted average
number of ordinary
shares
Issued ordinary
shares at the 63,639,613 63,639,613 63,639,613
beginning of the
period
Issue of shares part - - -
way through the
period
Weighted average
number of ordinary 63,639,613 63,639,613 63,639,613
shares during the
year
Basic loss per share (0.08)p (0.33)p (0.55)p
Diluted loss per 6 Months ended 30 6 Months ended 30 Year ended
share June June 31 December
2008 2007 2007
Diluted loss per (0.08)p (0.33)p (0.55)p
share at period end
Diluted loss per share is calculated by dividing the profit attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding during the
period adjusted for the effects of all potentially dilutive shares. There were no
potentially dilutive shares in issue during the periods under review.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
3. Share Capital 30 June 30 June 31 December
2008 2007
2007
�'000 �'000 �'000
Authorised
201,453,412 Ordinary shares of 5p each 10,072 10,072 10,072
Allotted, issued and fully paid
63,639,613 Ordinary shares of 5p each 3,182 3,182 3,182
4. Reserves Share Retained
premium deficit
account
�'000 �'000
Balance at 1 January 2008 2,982 (5,420)
Retained loss for the period - (50)
Balance at 30 June 2008 2,982 (5,470)
5 Availability
Copies of the interim results will be available on the Company's website, www.marinetrackholdingsplc.co.uk
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
6. Cash flow statement
Reconciliation of operating profit to operating cash flow
30 30 31
June June Decemb
2008 2007 er
2007
� � �
Loss from operations (67) (218) (365)
Decrease in receivables 79 690 772
(Decrease)/increase in payables (18) 62 (14)
Net cash (outflow)/inflow from operating (6) 534 393
activities
Income tax paid - - -
Cash flows from operating activities (6) 534 393
7. Post Balance sheet
events
On 28 July 2008 the company held an Extra Ordinary General meeting to approve the
acquisition of the entire issued share capital MarineTrack Limited, which would
constitute a reverse takeover. The acquisition was approved and to give the reader a
better understanding the interim results of MarineTrack Limited are shown below.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7a) Condensed income statement of Marinetrack Limited
For the six months ended 30 Six months Six months Year
June 2008
Ended ended ended
30 June 30 June 31 December 2007
2008 2007
unaudited unaudited audited
Note �'000 �'000 �'000
Continuing operations
Revenue 362 185 393
Cost of sales (181) (89) (181)
Gross profit 181 96 212
Administration expenses - (357) (277) (584)
normal
Administration expenses - (332) - (109)
exceptional
(Loss)/profit from operations (508) (181) (481)
Investment income - - -
Finance cost (4) (5) (8)
Loss before tax from
continuing operations (512) (186) (489)
Income tax - - -
Loss for the period from
continuing operations after (512) (186) (489)
tax
All attributable to equity
holders of the parent
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7b) Balance sheet of Marinetrack
Limited
30 June 30 June 31 December 2007
2008 2007
Unaudited unaudited audited
Note �'000 �'000 �'000
Non-current assets
Property plant & equipment ii) 31 18 27
Current Assets
Inventories 69 15 42
Trade & other receivables 271 57 152
Cash & cash equivalents 12 10 20
Total current assets 352 82 214
Total Assets 383 100 241
Current liabilities
Trade payables 711 119 260
Tax liabilities 21 26 40
Other payables 1,130 594 896
Bank overdrafts and loans 29 29 29
Total current liabilities 1,891 768 1,225
Non-current liabilities
Bank Loan 28 53 40
Total liabilities 1,919 821 1,265
(1,536) (721) (1,024)
Equity
Issued share capital iii) - - -
Share premium account iv) 605 605 605
Accumulated profits iv) (2,141) (1,326) (1,629)
Total equity attributable to
equity holders of the parent
(1,536) (721) (1,024)
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7c) Statement of changes in equity of Marinetrack Limited
Six months ended 30 June 2008
Share Capital Share Premium Retained Reserves Total
�'000
�'000 �'000 �'000
Balance at 1 January 2008 - 605 (1,629) (1,024)
Net loss for the period - - (512) (512)
Balance at 30 June 2008 - 605 (2,141) (1,536)
Six months ended 30 June 2007
Share Capital Share Premium Retained Reserves Total
�'000
�'000 �'000 �'000
Balance at 1 January 2007 - 605 (1,140) (535)
Net loss for the period - - (186) (186)
Balance at 30 June 2007 - 605 (1,326) (721)
Year ended 31 December 2007
Share Capital Share Premium Retained Reserves Total
�'000
�'000 �'000 �'000
Balance at 1 January 2007 - 605 (1,140) (535)
Net loss for the period - - (489) (489)
Balance at 31 December 2007 - 605 (1,629) (1,024)
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7d) Cash flow statement of Marinetrack limited
For the 6 months ended 30 June 2008 Six months Six months Year
Ended ended Ended
30 30 31
June June Decembe
2008 2007 r
2007
Unaudited unaudited Audited
Note �'000 �'000 �'000
Cash flows from operating activities v) (180) (162) (394)
Investing activities
Interest received - - -
Interest paid (4) (5) (8)
Purchase of tangible assets (9) - (14)
Cash flows from investing activities (13) (5) (22)
Financing activities
New loans 180 175 417
Loans repaid (12) (12) (25)
Amounts introduced by directors 17 10 40
Share issue - - -
Cash flows from financing activities 185 173 432
Net (decrease)/increase in cash and
cash equivalents (8) 6 16
Cash and cash equivalents brought 20 4 4
forward
Cash and cash equivalents carried 12 10 20
forward
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7e) Notes to the interim results of Marinetrack Limited
For the 6 months ended 30 June 2008
i) Accounting policies
The accounting policies used for the preparation of these condensed financial
statements follow the same accounting policies and methods of computation as applied
in the most recent financial statements and have been prepared in accordance with
applicable law and United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice (UK GAAP)),
The financial information contained in this report has not been audited and does not
constitute statutory accounts within the meaning of Section 240 of the companies Act
1985. The statutory accounts for 2007, which were prepared under UK GAAP, have been
delivered to the Registrar of Companies. The auditors' opinion on these accounts was
unqualified and does not contain a statement made under Section 237(2) and Section
237(3) of the Companies Act 1985.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7e) Notes to the interim results of Marinetrack Limited
ii) Property, plant and equipment
Leasehold Fixtures, and Computer Total
Buildings fittings equipmen
t
� � �
Cost
At 1 January 2008 - 13 49 62
Additions in period 7 - 2 9
At 30 June 2008 7 13 51 71
Depreciation
At 1 January 2007 - 5 30 35
Charge for the period - 1 4 5
At 30 June 2008 - 6 34 40
Net book values
At 30 June 2008 7 7 17 31
At 31 December 2007 - 8 19 27
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7e) Notes to the interim results of Marinetrack Limited
iii) Share Capital 30 June 30 June 31 December
2008 2007 2007
Authorised
2,004,000 Ordinary Shares of 0.01p 200 - -
1002 Ordinary shares of 20p each - 200 200
26,376,667convertible redeemable participating shares of
3p - - 791,300
59 Deferred shares of 0.1p each - - 1
200 200 791,501
Allotted, issued and fully paid
1,494,000 Ordinary shares of 0.1p each
150 - -
747 Ordinary shares of 20p each - 145 150
150 145 150
iv) Reserves Share premium Profit and loss
account Account
�'000 �'000
Balance at 1 January 2008 605 (1,629)
Retained loss for the period (512)
Balance at 30 June 2008 605 (2,141)
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7e) Notes to the interim results of Marinetrack Limited
v) Cash flow statement
Reconciliation of operating profit to operating cash flow
30 30 31
June June December
2008 2007 2007
� � �
Loss from operations (508) (181) (481)
Depreciation of tangible assets 5 3 8
Loss on disposal of fixed assets - - -
Directors loans written off - - (7)
Increase in inventories (27) (2) (30)
Increase in receivables (119) (14) (117)
Increase in payables 469 32 233
Net cash outflow from operating (180) (162) (394)
activities
Income tax paid - - -
Cash flows from operating (180) (162) (394)
activities
vi) Pro forma net assets statement of the Enlarged Group at 30 June 2008
The following is an unaudited pro-forma consolidated statement of net
assets of the Enlarged Group following the Acquisition and has been
prepared on the basis of the notes set out below. The pro-forma, which
has been prepared for illustrative purposes only, addresses a
hypothetical situation and therefore does not represent the actual
position of the Enlarged Group. It has been prepared to provide
information about the impact of the Business Combination as if they had
taken place at the dates set out below.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7e) Notes to the interim results of Marinetrack Limited
Pro-forma balance sheet
�'000
XSN plc Marinetrack
30 June 30 June 2008
2008 �'000 (4) (5)
�'000 �'000 �'000
Non-current assets
Plant and equipment - 31 - - 31
- 31 - - 31
Current assets
Inventories - 69 - - 69
Trade and other receivables 314 271 - - 585
Cash and cash equivalents 424 12 - (381) 55
738 352 - (381) 709
Current liabilities
Trade and other payables (23) (711) 332 40 (362)
Amounts due to related
undertakings - (924) 838 - (86)
Social security and other
taxes - (21) - - (21)
Directors' loan accounts - (74) 30 - (44)
Other creditors and accruals (21) (132) - - (153)
Bank loan - (29) - - (29)
(44) (1,891) 1,200 40 (695)
Non-current liabilities
Bank loan - (28) - - (28)
- (28) - - (28)
Net assets 694 (1,536) 1200 (341) 17
(1) The net assets of XSN plc as at 30 June 2008 have been extracted from the unaudited financial information set out in this
document.
(2) The net assets of Marinetrack Limited as at 30 June 2008 have been extracted from the unaudited financial information set out in
this document.
(3) No adjustments have been made in respect of trading or other transactions of either company except as set out below.
(4) Amounts payable by Marinetrack Limited to Zyzygy plc of �649,097 and Billam AG of �131,740, directors' loans of �30,000 and
shareholders' loans of �188,800 were settled by the issue of 758,775 new ordinary 0.01p shares, based on a value of �1.3174 per share. The
loans capitalised include management charges of �200,000 to Zyzygy plc and �131,740 to Billam AG in May 2008.
On 24 September 2008 a further �200,000 of shareholder loans were settled by the issue of �1m ordinary shares.
MARINETRACK HOLDINGS PLC (Formerly XSN PLC)
NOTES TO THE INTERIM RESULTS
7e) Notes to the interim results of Marinetrack Limited
(5) Professional fees
Costs in connection with business combination and re-admission to AIM to be settled in cash amount to �381,000.
In addition, a further 49,375,000 shares are to be issued to settle professional fees of �197,500 relating to the business
combination and re-admission. This has no impact on the pro forma statement of net assets. 10,000,000 shares are also to be issued in
connection with other professional fees outstanding as at 30 June 2008 of �40,000.
(6) Business Combination
The acquisition of Marinetrack Limited has been reflected above by applying the reverse acquisition method of accounting, which is the
method of consolidation that will be adopted when presenting the next audited consolidated financial statements for the Enlarged Group. The
reverse acquisition method of accounting requires that Marinetrack Limited is depicted as the acquirer. Goodwill arising on consolidation is
calculated as the difference between the fair value of the ordinary share capital of XSN plc prior to the issue of the consideration shares
and the identifiable net assets of XSN plc at the date of the transaction. The fair value of the XSN plc shares at the date of acquisition
is considered to be equal to the net assets of XSN plc at that date, hence no goodwill arises.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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