Final Results

1PM PLC ("1PM" or the "Company") CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MAY 2007 Dated: 10 September 2007 CHAIRMAN'S STATEMENT It is a pleasure to present my first report as Chairman of 1pm Group. I was appointed Chairman on 9 February 2007. Overview Whilst it is disappointing to report a loss for the period to 31 May 2007 I can categorically state that your board looks forward to the future with optimism as a result of the decisive action taken to restructure the group. The focus of the business from inception in 1998 through to February 2007 was directed predominantly at the sub prime market, i.e. customers with historic credit difficulties. Following the AIM flotation during August 2006 the group found itself experiencing escalating levels of delinquencies which demanded a detailed evaluation of the underwriting and collection process together with the provisioning policy and recovery potential. Through this process it became clear that the underwriting criteria and the credit control procedures required an extensive revision if the performance of the Company was to improve. The board has conducted a comprehensive case by case review. The results of this review are reflected in a bad debt write off of £482,518, which contributed to the posted loss for the period ending 31 May 2007 of £330,907. After careful consideration the decision was taken to withdraw from offering Sub prime finance and reposition into the traditional small ticket leasing market specialising in providing funding for small and emerging businesses that have a proven payment history and are professionally controlled by experienced owner managers who have a vested interest in success of the business. It is essential that the company is an "open book" and we are not carrying forward year upon year aged delinquencies that will continue to adversely impact on the balance sheet. Current trading and future prospects We have created a "clean" and operationally slick vehicle expertly positioned in a thriving £5bn market that the new management team have successfully performed in for many years. The key factors that are fundamental to maximising this opportunity are: · Structured withdrawal from the Sub Prime market · Definitive new underwriting policy implemented and designed specifically to exclude any form of adverse credit. · All Sub Prime brokers terminated. · Thirty new brokers all known personally by the new management team appointed. · Two new funding lines now in place. · New finance director appointed with proven leasing background · Robust consistent collection policy implemented including the appointment of two proven specialist legal collections firm of lawyers. · Recoveries February to June of £145,000 · Recoveries June to October anticipated to achieve £170,000 · Provisioning policy of 3% "across the board " immediately implemented I am delighted to report that there is now the opportunity for a "new start" based on the sound foundations we have established that are now commencing to generate strong income margins in their own right and the added advantage of the recent restructuring already beginning to contribute positively to the bottom line. The group is also now able to aggressively promote our "Simple Finance for Smart Business" philosophy based exclusively on the success of the repositioning programme and comfortable in the knowledge we are operating from a proven, consistent and most importantly a secure administrative and operational platform. Board and Employees On behalf of the board, I would like to express my sincere thanks to our loyal and brilliant staff for their amazing support, confidence and dedication during the recent difficult months for the group. The appointment of Rod Channon as Finance Director of the group is an important factor in strengthening a key area of the board as a result of his significant experience in the leasing industry. Finally I have agreed to continue as Chairman to spearhead the restructuring programme the new Board has put in place and I am sure that my many years experience in this market will have an ongoing positive impact on future performance and most importantly the financial success of the group. Mike Johnson Chairman For further information, Contact: 1pm plc Mike Johnson 08707 397 397 Chairman ARM Corporate Finance Limited Nick Harriss 020 7512 0191 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 MAY 2007 2007 Note £ TURNOVER 871,965 Cost of sales 792,711 _______ GROSS PROFIT 79,254 Administrative expenses 403,760 _______ OPERATING LOSS 2 (324,506) Interest payable and similar charges (12,372) Interest receivable 5,971 _______ LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (330,907) Tax on profit on ordinary activities 5 83,238 _______ LOSS FOR THE FINANCIAL PERIOD (247,669) ======= Earnings per share - Basic 7 (0.19p) ======= - Diluted 7 (0.19p) ======= All of the activities of the company are classed as continuing. The company has no recognised gains or losses other than the results for the period as set out above. No profit or loss has been recognised in the individual accounts of 1pm plc CONSOLIDATED BALANCE SHEET 31 MAY 2007 Note 2007 £ £ FIXED ASSETS Tangible assets 8 42,512 Intangible assets 9 (107,200) _______ (64,688) CURRENT ASSETS Debtors 10 2,826,951 Cash at bank and in hand 6,104 _________ 2,833,055 CREDITORS: Amounts falling due 11 (1,382,366) within one year _________ NET CURRENT ASSETS 1,450,689 _________ TOTAL ASSETS LESS CURRENT LIABILITIES 1,386,001 CREDITORS: Amounts falling due 12 (662,376) after more than one year _________ 723,625 PROVISIONS FOR LIABILITIES Deferred taxation 13 - _________ 723,625 ========= CAPITAL AND RESERVES Called-up equity share capital 16 99,925 Share premium account 16 871,369 Profit and loss account 17 (247,669) _________ SHAREHOLDERS' FUNDS 18 723,625 ========= CONSOLIDATED CASH FLOW STATEMENT PERIOD ENDED 31 MAY 2007 Note 2007 £ Net cash inflow / (outflow) from 21 (430,653) operating activities Returns on investments and 21 (6,401) servicing of finance Taxation 21 (54,783) Capital expenditure and 21 (34,756) financial investment Equality dividends paid - ________ Cash inflow before financing (526,593) Financing 21 689,925 ________ Increase/(decrease) in cash 21 163,332 ======== NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PERIOD ENDED 31 MAY 2007 1. ACCOUNTING POLICIES Basis of accounting The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting policies. The consolidated financial statements comprise the audited financial statements of the company and its subsidiary undertakings made up to 31 May 2007. The separate net assets of subsidiary undertakings acquired and accounted for under acquisition accounting are included in the group financial statements at their fair values to the group at the date of acquisition. A separate profit and loss account for the parent company has not been prepared as permitted in Section 230(2) of the Companies Act 1985. Leased assets and turnover Assets leased to customers on finance leases are excluded from the fixed assets of the company, and are reported as a debtor in the Balance Sheet. Receipts from finance lease contracts contain a capital element which reduces the debtor and an interest charge which is credited to revenue using the "rule of 78". In addition 5% of total interest charges are credited to revenue in the year of inception of each lease to cover initial administration costs. All turnover arose within the UK. Funding creditors and cost of sales - interest Finance received from funding providers is classified as creditors in the Balance Sheet. Payments to the funding providers contain a capital element which reduces the creditor and an interest charge is debited to the cost of sales using the "rule of 78". Fixed assets All fixed assets are recorded at cost on acquisition. Depreciation Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Fixtures & fittings - 25% on cost Assets held under finance leases and hire purchase contracts Fixed assets held under hire purchase contracts, and those financed by leasing agreements which give rights approximating to ownership (i.e. finance leases) are treated in accordance with Statement of Standard Accounting Practice No 21 as if purchased outright. The corresponding obligations are included in creditors. Depreciation is provided, depending on the type of fixed asset , by the rates and methods set out above. Operating lease agreements Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease. Pension costs The company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the company. The annual contributions payable are charged to the profit and loss account. Deferred taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax: Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Financial instruments Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Provision for doubtful debts Provision is made for contracts in arrears after taking into account expected recovery proceeds. All outstanding amounts on contracts passed to collection agents are written off in full, less expected subsequent recovery proceeds. During the period the company's provisioning policies were reconsidered and additional provisions made as required. Intangible Assets - Goodwill Goodwill arising on the acquisition of subsidiary undertakings and businesses representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired is capitalised and written off on a straight line basis over its useful economic life. Negative Goodwill is similarly included in the balance sheet and is credited to the profit and loss account in the periods in which it is acquired. Non- monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the period expected to benefit. Investments Fixed asset investments are shown at cost less impairment. For investments in subsidiaries acquired for consideration by the issue of shares and where the requirements of 131 of the Companies Act 1985 have been satisfied, the group has utilised the merger relief provisions available and the issue of shares have been recorded at the nominal value, any difference being taken to a merger reserve. 2. OPERATING (LOSS) Operating (loss) is stated after charging: 2007 £ Amortisation of negative goodwill (107,200) Depreciation of owned fixed assets 10,644 Auditor's fees 9,087 Operating lease costs: Other 15,000 ======= 3. PARTICULARS OF EMPLOYEES The average number of staff employed by the company during the financial period amounted to: 2007 No Number of administrative staff 5 Number of management staff 4 __ 9 == The aggregate payroll costs of the above were: 2007 £ Wages and salaries 313,869 Social security costs 24,755 Other pension costs 31,792 _______ 370,416 ======= 4. DIRECTORS' EMOLUMENTS The directors' aggregate emoluments in respect of qualifying services were: 2007 £ Aggregate emoluments 186,559 Value of company pension contributions to money purchase schemes 31,792 _______ 218,351 ======= The number of directors who accrued benefits under company pension schemes was as follows: 2007 No Money purchase schemes 2 == Emoluments disclosed above include the following amounts paid to the highest paid director: £ Emoluments for qualifying services 77,754 Company pension contributions to money purchase schemes - ====== 5. TAXATION ON ORDINARY ACTIVITIES (a) Analysis of charge in the period 2007 £ Current tax: In respect of the period: UK Corporation tax based on the results for the period at 19% (2006 - 19%) (3,683) ______ Total current tax (3,683) Deferred tax: Origination and reversal of timing differences (note 12) Other (79,555) ______ Tax on profit on ordinary activities (83,238) ====== (b) Factors affecting current tax charge The tax assessed on the profit on ordinary activities for the period is lower than the standard rate of corporation tax in the UK of 19% (2006 - 19%). 2007 £ Loss on ordinary activities before taxation (330,907) ======= Loss on ordinary activities by rate of (62,872) tax Capital allowances for period in excess (1,864) of depreciation Operating income non-taxable (20,366) Unrelieved losses 61,499 Other short term timing differences 19,920 _______ Total current tax (note 5(a)) (3,683) ======= 6. DIVIDENDS Dividends on equity shares 2007 £ Paid Equity dividends paid on ordinary shares - === 7. EARNING PER SHARE The calculations of earning per share are calculated by dividing the earnings attributable to ordinary shares by the weighted average number of shares in issue during the period. For diluted earnings per share, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares. 2007 £ Loss for the period (247,669) ======= Weighted average number of shares 133,082,373 =========== 8. TANGIBLE FIXED ASSETS (Group only) Fixtures & fittings £ COST At acquisition of subsidiary 31,873 Additions 34,756 ______ At 31 May 2007 66,629 ====== DEPRECIATION At acquisition of subsidiary 13,473 Charge for the period 10,644 ______ At 31 May 2007 24,117 ====== NET BOOK VALUE At 31 May 2007 42,512 ====== Assets held under finance leases and hire purchase contracts, included in the relevant heading in the above table are; Cost Accumulated Charge for Depreciation the Period At 31 May 2007 5,475 570 570 ===== ===== ===== 9. INTANGIBLE FIXED ASSETS (Group only) Goodwill £ COST Additions (214,400) _______ At 31 May 2007 (214,400) ======= AMORTISATION Credited during the period 107,200 _______ At 31 May 2007 107,200 ======= NET BOOK VALUE At 31 May 2007 (107,200) ======= 10. DEBTORS (Group only) 2007 £ Trade debtors 2,625,960 VAT recoverable 36,580 Other debtors 68,983 Prepayments and accrued income 16,567 Deferred tax 78,861 _________ 2,826,951 ========= Included in trade debtors is an amount of £1,787,923, which is due after more than one year (2006 - £1,401,771). Trade debtors wholly represent finance lease debtors. The cost of assets acquired for the purpose of letting under finance leases were as follows; 2007: £1,886,398 (2006: £2,101,420). 11. CREDITORS: Amounts falling due within one year (Group only) 2007 £ Bank loans and overdrafts 106,731 Trade creditors 1,184,607 Corporation tax 3,542 Other taxation and social security 9,086 Other creditors 7,330 Accruals and deferred income 71,070 _________ 1,382,366 ========= Trade creditors wholly represent funding creditors, which are secured on the value of finance leases written during the financial period. The trade creditors figure is made up of numerous funding blocks that are repaid by monthly instalments. The length of the repayment term varies from 24 to 36 months and interest rates from 6.1% to 10.66%. 12. CREDITORS: Amounts falling due after more than one year (Group only) 2007 £ Bank loans and overdrafts - Trade creditors 662,376 _______ 662,376 ======= Trade creditors are secured as noted above, with the same repayment and interest rates (note 11). 13. DEFERRED TAXATION (Group only) The deferred tax included in the Balance sheet is as follows: 2007 £ Included in debtors (note 10) 78,861 Included in provisions - ====== The movement in the deferred taxation account during the period was: 2007 £ At acquisition of subsidiary 694 Profit and loss account movement arising (79,555) during the period ______ Balance carried forward (78,861) ====== The balance of the deferred taxation account consists of the tax effect of timing differences in respect of: 2007 £ Other timing differences (78,861) ====== 14. COMMITMENTS UNDER OPERATING LEASES (Group only) At 31 May 2007 the company had annual commitments under non-cancellable operating leases as set out below. Land & Buildings 2007 £ Operating leases which expire: After more than 5 years 15,000 ====== 15. RELATED PARTY TRANSACTIONS A director Mr A F Williams and a former director Mr J D G Stickley have given personal guarantees of £160,000 each to Barclays Bank plc, which are supported by second charges over their personal domestic properties limited to £160,000 each. Also Mr J D G Stickley and Mr A F Williams have each given personal guarantees of £70,000 to Barclays Bank plc, which are unsupported. Mr J D G Stickley is a director of and shareholder in Online Leasing Limited. During the period 1 pm (UK) Limited incurred the following commission charges; 2007: £415 (2006: £1,743). There were no balances due at the year ends. Included within other creditors (Note 9) are amounts owed to directors being, Mr J Stickley of £nil (2006: £29,788) and Mr A Williams of £Nil (2006: £29,788). During the period the following directors invoiced the company for services rendered: J Benson invoiced the company for £25,233. S Grey invoiced the company for £2,250. M Johnson invoiced the company for £20,779. R Channon invoiced the company for £4,278. 16. CALLED UP SHARE CAPITAL 2007 £ AUTHORISED: NOMINAL NUMBER: CLASS: VALUE: 440,011,734 ORDINARY 0.0006818 300,000 ======= 2007 ALLOTTED AND FULLY PAID: NOMINAL £ NUMBER: CLASS: VALUE: 146,561,469 ORDINARY 0.0006818P 99,925 The Company was incorporated on 14 June 2006 with an authorised share capital of £300,000 divided into 1,000,000,000 ordinary shares of £0.0003p each of which 6,664 shares were issued. On 3 July 2006 ordinary shares of £0.0003p were consolidated into ordinary £1 shares, and the authorised share capital was increased to £300,000 ordinary £1 shares. On 3 July 2006 49,998 ordinary £1 shares were issued to acquire the entire share capital of 1pm plc (UK) Limited, trading company. On 4 July 2006, the authorised and issued share capital was converted from ordinary shares of £1 each to ordinary shares of £0.0006818p each. Authorised share capital increased to 440,011,734 ordinary shares. On 4 July 2006, the company issued 8,228,135 ordinary shares at a price of £0.0006818 per share. On 2 August 2006, a further 65,000,000 ordinary shares were issued at a price of 2p per share in order to raise £1.3M proceeds. The funds raised less costs resulted in £915,335 which was transferred to 1pm (UK) Limited (1pm plc owns 100% of the share capital in 1pm (UK) Limited). The funds raised were used in 1pm (UK) Limited to finance continuing operations. 16.CALLED UP SHARE CAPITAL (CONT) SHARE PREMIUM 2007 £ Premium on shares issued 1,256,717 Expenses on shares issued (385,348) _________ As at 31 May 2007 871,369 ========= 17.PROFIT AND LOSS ACCOUNT 2007 £ (Loss) for the financial period (247,669) Equity dividends (note 6) - _______ Balance carried forward (247,669) ======= 18. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (Group only) 2007 £ (Loss) for the financial period (247,669) Share capital issued 99,925 Share premium 871,369 _______ Net addition to shareholders' funds 723,625 Opening shareholders' funds - _______ Closing shareholders' funds 723,625 ======= 19. FIXED ASSET INVESTMENTS 2007 £ COST At 31 May 2007 50,000 ______ NET BOOK VALUE At 31 May 2007 50,000 ====== 2007 £ UNLISTED INVESTMENTS 50,000 ====== The company's investments at the balance sheet date in the share capital of unlisted companies include the following: 1PM (UK) LIMITED Nature of business: Provision of equipment lease rental finance to UK businesses % Class of shares holding Ordinary 100.00 2007 £ Aggregate capital and reserves (90,469) Loss for the period (354,869) ======= 20. DEBTORS (Company only) 2007 £ Inter-company loan accounts 915,335 ======= 21. NOTES TO THE STATEMENT OF CASH FLOW (Group only) RECONCILIATION OF OPERATING PROFIT TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2007 £ Operating (loss) (324,506) Depreciation 10,644 Amortisation of goodwill (107,200) Increase in debtors 75,364 Increase in creditors (5,400) Movement in deferred tax provision (79,555) _______ Net cash inflow / (outflow) from operating activities (430,653) ======= RETURNS ON INVESTMENTS AND SERVICING OF FINANCE 2007 £ Interest paid (12,372) Interest received 5,971 _____ Net cash outflow from returns on investments and servicing of finance (6,401) ===== TAXATION 2007 £ Taxation (54,783) ====== CAPITAL EXPENDITURE 2007 £ Payments to acquire tangible fixed assets (34,756) ______ Net cash outflow from capital expenditure (34,756) ====== FINANCING 2007 £ Repayment of bank loans (55,265) Proceeds from issue of ordinary shares 1,306,640 Expenses in connection with issue of (385,346) share capital Net outflow from short-term creditors 150,945 Net inflow from long-term trade creditors (327,049) _______ Net cash inflow from financing 689,925 ======= RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2007 £ Increase / (decrease) in cash in 163,332 the period Net cash inflow from bank loans 55,265 Net cash inflow / (outflow) from long-term trade creditors 327,049 _______ Change in net debt 545,646 Net debt at acquisition of (1,308,648) subsidiary _________ Net debt at 31 May 2007 (763,002) ========= ANALYSIS OF CHANGES IN NET DEBT At At acquisition of 31 May subsidiary Cashflows 2007 Net cash: £ £ £ Cash in hand and at 942 5,162 6,104 bank Overdrafts (214,242) 158,170 (56,072) _______ _______ ______ (213,300) 163,332 (49,968) Debt: Debt due within 1 (55,264) - (55,264) year Debt due after 1 year (1,040,084) 382,314 (657,770) _________ _______ _______ Net debt (1,308,648) 545,646 (763,002) ========= ======= ======= 22. SUBSIDIARY UNDERTAKINGS Details of subsidiary undertakings at the balance sheet date are as follows: Name of company % Holding Nature of company 1 PM (UK) Limited 100% Ordinary Provision of equipment lease/rental finance. On 3 July 2006 1 PM Plc acquired the whole of the issued share capital of 1 PM (UK) Limited for a consideration of £50,000. £ Fixed assets 18,400 Current assets 2,741,159 Liabilities (2,495,159) _________ Net assets 264,400 Purchase cost (50,000) _________ Negative goodwill 214,400 ========= 23. FINANCIAL INSTRUMENTS The groups' financial instruments comprise cash and liquid resources that arise directly from operations. The main purpose of the financial instruments is to fund the groups operations. As a matter of policy the Group does not trade in financial instruments, nor does it enter into any derivative transactions The operations of the group have principally been financed to date through the funds raised on the placing of its shares. The group has an overdraft facility in place with the group's bankers, and an overdraft facility totalling £106,731 as at 31 May 2007. The main risks to the group, and the policies adopted by the directors to minimise the efforts on the group are as follows: Credit Risk - The directors believe that credit risk is limited due to debts being spread over a large number of debtors. No individual debtor poses a significant risk. Interest rate and liquidity risk - All of the groups cash balances and short term deposits are held in such a way that enables the correct balance of access to working capital and a competitive rate of interest is achieved. Working capital requirements are constantly monitored.
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