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Greenchip Investment (XEN)

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Monday 01 March, 2004

Greenchip Investment

Final Results

Greenchip Investments  PLC
01 March 2004

                           GREENCHIP INVESTMENTS PLC



                 RESULTS FOR THE YEAR ENDED 31ST DECEMBER 2003



CHAIRMAN'S STATEMENT



Current status

This reporting period has proved equally as challenging as any of its
predecessors, resulting as it did on the disposal in November 2003 of the
Company's entire interest in US-based Programmable Life Inc and Programmable
Materials Inc. The decision to divest these loss-making enterprises was taken
only after extensive efforts had been made to secure sufficient funding to
continue the development work which was required to bring forward commercially
marketable and economically viable products in the degradable polyethylene
sector.

In my last full year Chairman's statement, I was clear in stating that the
operating businesses in the USA were running some way behind schedule for
product commercialization, and that, while the Directors would continue to seek
new funding, there was no guarantee that such finance would be available.  In
light of that decision, the Board had little choice but to write off the
Goodwill on Consolidation which arose on the Reverse Takeover (RTO) of Greenchip
approved by shareholders in January 2001.  The effect of crystallizing that
loss, in addition to the operating losses which continued to be made in the USA,
compelled the Board to call an Extraordinary General Meeting under s142 of the
Companies Act 1985. That meeting was duly held in late August last year and
fulfilled its statutory purpose and, although nothing specific came out of it,
shareholder support for your Board's continuing efforts was both encouraging and
appreciated.

In the event, no new finance could be raised and your Board therefore
intensified its search for a third party buyer of the US businesses, being a
process which ran alongside the search for a suitable new business to be
acquired by the Company via a Reverse Takeover.  After some considerable period
of negotiation, a buyer was found, and the operating subsidiaries of the Company
were duly sold for a nominal sum with the buyer taking on all outstanding
liabilities of the entities acquired. Shortly after completing that transaction,
the Board disposed of its dormant Infantcare subsidiary and finally, in an
effort to liquidate all available assets, the Board sold all of its share
warrants in New Opportunities Investment Trust plc shortly before Christmas.

The net result of our activities in 2003 has been to turn your Company into a
clean  (if cashless) shell and your Board has redoubled its efforts to find a
suitable RTO target, efforts which have, thus far, yielded many potential
candidates but none yet considered entirely suitable for the delivery of
shareholder value.  That said I remain hopeful that I will be able to write to
you again in the not too distant future outlining a specific proposal for your
approval.



Financial Statements



The attached Audited Financial Statements demonstrate that all operating
activities of the Company have ceased and that Greenchip no longer holds any
consolidatable interests or assets for sale. Shareholders should note that the
disposal of the US subsidiaries relieved the Company of some £86,000 of
liabilities. The Profit and Loss account shows that operating costs have already
been cut back dramatically, and, at the time of writing, the cost of maintaining
the Company is absolutely de minimis.

At this point it would be wrong of me not to make specific mention of the
considerable help and encouragement which has been forthcoming from our long
suffering major shareholders, one of whom in particular has been especially
helpful in supporting the Company while the necessary restructuring was being
completed; thanks are also due to our NOMAD, auditors and solicitors, all of
whom have continued to work assiduously on our behalf delivering professional
services of a high quality despite the difficulties the Company has been facing.
It goes without saying that all of your directors are working unpaid as they
have been since October 2002.



Future Prospects



Your Board is, of course, continuing to pursue all viable opportunities to
introduce a new business proposal to take advantage of the Company's listed
status and I hope to be able to report further on a suitable RTO target within
the next 3-6 months. In the meantime, leading shareholders will continue to
underpin the Company's limited cash requirements by the provision of essential
support services.



C.W. Hill

Non-Executive Chairman

1st March 2004


GROUP PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST DECEMBER 2003



                                                        Note                          Discontinued
                                                                                      Operations
                                                                   2003               2002
                                                                   £                  £

Turnover                                                2          58,173             80,861
Cost of Sales                                                      43,907             82,326
                                                                   _________          _______
Gross profit/(loss)                                                14,266             (1,465)

Administrative Expenses (including impairment of                   147,378            4,985,539
goodwill)
Other Operating Income                                             -                  7,565
                                                                   _____________      ___________
Operating loss                                                     (133,112)          (4,979,439)

Profit on disposal of discontinued operations                      85,836             -
Interest receivable                                                113                12,757
Waiver of secured loans                                            -                  155,247
Profit on sale/(amounts written off) investments                   10,218             (315,567)
Interest payable                                        6          (3,117)            (12,777)
                                                                   ___________        __________
Loss for the year before and after taxation             7          £ (40,062)         £ (5,139,779)
                                                                   ============       ===========

Loss per ordinary share - basic                         8          (0.02)p            (3.68) p
                                                                   =============      ===========



There is no difference between the profits and losses stated above and their
historical cost equivalents.



GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE

YEAR ENDED 31ST DECEMBER 2003


                                                                   2003               2002
                                                                   £                  £
Loss for the year                                                  (40,062)           (5,139,779)
Exchange differences on translation of net assets                  4,818              62,193

of subsidiary undertaking
                                                                   ________           ________
Total losses recognised since last annual report                   £ (35,244)         £ (5,077,586)
                                                                   ============       ===========




GROUP BALANCE SHEET AS AT 31ST DECEMBER 2003


                                2003             2003               2002              2002
                      Note      £                £                  £                 £
FIXED ASSETS
Intangible Assets     9                          -                                    57,233
Tangible Assets       10                         -                                    1
Investments           11                         -                                    91,875
                                                 __________                           _________
                                                 -                                    249,109
CURRENT ASSETS
Stocks                12        -                                   1,000
Debtors               13        16,259                              12,518
Cash at bank and in             3,599                               64,376
hand
                                __________                          ____________
                                19,858                              77,894
CREDITORS: Amounts
falling
due within one year   14        (17,367)                            (131,180)
                                ____________                        _____________
NET CURRENT ASSETS                               2,491                                (53,286)
                                                 _____________                        _____________
TOTAL ASSETS LESS
CURRENT
LIABILITIES                                      2,491                                195,823

CREDITORS: Amounts
falling due
after more than one   15                         -                                    (180,119)
year
                                                 _____________                        _____________
                                                 £ 2,491                              £ 15,704
                                                 ============                         ============


CAPITAL AND RESERVES

EQUITY
Called up share       16                         1,602,816                            1,602,816
capital
Share premium account 18                         7,136,165                            7,136,165
Profit and loss       18                         (8,758,521)                          (8,723,277)
account
                                                 ______________                       _______________
                                                 (19,540)                              15,704
NON EQUITY
Shares to be issued   19                         22,031                               -
                                                 ______________                       ______________

SHAREHOLDERS' FUNDS   20                         £ 2,491                              £ 15,704
                                                 =============                        =============

GROUP CASH FLOW STATEMENT FOR YEAR ENDED 31ST DECEMBER 2003


                                           2003          2003            2002          2002
                                  Notes    £             £               £             £
Net cash outflow from
operating activities              21                     (130,796)                     (902,514)

Returns on investments and
servicing of finance
Interest receivable                        113                           12,757
Other interest payable                     (3,117)                       (12,777)
                                           ________                      _________
Net cash (outflow)/inflow from
returns on
investments and servicing of                             (3,004)                       (20)
finance

Capital expenditure
Proceeds from disposal of
tangible
fixed assets                               -                             285
Sale of listed investments                 102,093                       -
                                           _________                     _________
Net cash inflow from capital                             102,093                       285
expenditure

Acquisitions and disposals
Purchase of subsidiary                     -                             (288,318)
Cash acquired with subsidiary              -                             4,323
Sale of subsidiaries                       2                             -
                                           ______                        ______
                                                         2                             (283,995)
                                                         __________                    __________
Net cash outflow before financing                        (31,705)                      (1,186,244)

                                                         _____________                 ___________
Decrease in cash resources        22                     £ (31,705)                    £ (1,186,244)
                                                         ============                  ===========







NOTES



1       General



The financial information herein does not constitute statutory accounts as
defined in section 240 of the Companies Act 1985.



The financial information has been extracted from the Company's 2003 statutory
financial statements upon which the auditors reported on 1 March 2004. Their
opinion is unqualified and does not include any statement under section 237 of
the Companies Act 1985.



The accounts have been prepared in accordance with applicable accounting
standards and under the historical cost convention. The principal accounting
policies of the group have remained unchanged from the previous annual report.



Copies of the annual report are being posted to shareholders and copies will be
available from the Company at 18 Pall Mall, London SW1Y 5LU during normal office
hours, Saturdays and Sundays excepted, for 14 days from today.



2              Accounting policies



Basis of accounting

The financial statements have been prepared under the historical cost convention
and in accordance with applicable Accounting Standards.



Going concern basis

Certain of the company's leading shareholders have agreed to underpin the
Company's limited cash requirements by the provision of essential support
services. Accordingly, the financial statements have been prepared on the going
concern basis.



Basis of consolidation

The group financial statements incorporate the financial statements of the
parent company and all of its subsidiary undertakings.  The results of
subsidiary undertakings acquired or disposed of during the year are included in
the group financial statements from, or up to, the date of acquisition or
disposal.



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:



Furniture and equipment             -     15-25% reducing balance

IT equipment                        -     50% straight line



Stocks

Stocks are stated at the lower of cost and net realisable value.



Deferred taxation

Deferred tax arises as a result of including items of income and expenditure in
taxation computations in periods different from those in which they are included
in the company's financial statements. Deferred tax is provided in full on
timing differences which result in an obligation to pay more (or less) tax at a
future date, at the average tax rates that are expected to apply when the timing
differences reverse, based on current tax rates and laws.



Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the
rates of exchange ruling at the balance sheet date. Transactions in foreign
currencies are translated into sterling at the rate of exchange ruling at the
date of the transaction. Exchange differences are taken into account in arriving
at the operating profit.



The accounts of overseas subsidiary undertakings are translated into Sterling on
the following basis:

-          Assets and liabilities at the rate of exchange ruling at the year-end

-          Profit and loss account items at the average rate of exchange for the
           year



Exchange differences arising on the translation of accounts into Sterling are
recorded as movements on reserves.



The relevant exchange rates used during the year are:


                                                     £/US Dollar
Closing rate                                         1.79
Average rate                                         1.65



Investments

Investments held as fixed assets are stated at cost less provision for any
permanent diminution in value.



Goodwill

Goodwill, being the difference between the consideration and the attributable
fair values of the net assets of the undertaking acquired, is amortised over its
useful economic life.  Provision is made for any impairment.



Patents

Patents are capitalised at cost and amortised over the estimated economic life
of the assets which, for existing assets, is fifteen years.



3       Loss per ordinary share



The calculation of loss per ordinary share is based on losses of £40,062 (2002 -
£5,139,779) and on the number of shares in issue, being the adjusted weighted
average number of shares in issue during the period of 160,281,597 ordinary 1p
shares (2002 - 139,733,655 ordinary 1p shares).



4       Reconciliation of movements in shareholders' funds
                                                                                 2003           2002
                                                                                 £              £
GROUP
Loss for the financial year                                                      (40,062)       (5,139,779)
Other recognised gains and losses relating to the year                           4,818          62,193
New share capital subscribed                                                     -              3,875,000
Shares to be issued                                                              22,031         -
                                                                                 ____________   _____________
Net decrease in shareholders' funds                                              (13,213)       (1,202,586)
Opening shareholders' funds                                                      15,704         1,218,290
                                                                                 ____________   _____________
Closing shareholders' funds                                                      £ 2,491        £ 15,704
                                                                                 ===========    ===========



5       Reconciliation of operating loss to net cash flow from operating
activities



Operating loss                                                               (133,112)      (4,979,439)
Depreciation                                                                 -              10,676
Amortisation of intangible fixed assets                                      10,277         4,115,125
(Profit) on disposal of tangible fixed assets                                -              (285)
Decrease in stocks                                                           -              70,501
(Increase)/Decease in debtors                                                (3,741)        328,698
Decrease in creditors                                                        (4,220)        (447,790)
                                                                             ___________    ___________
                                                                             £ (130,796)    £ (902,514)
                                                                             ===========    ===========



6       Reconciliation of net cash flow to movement in net debt


                                At 1st January Cash flow            Sale of        Other        At 31st
                                                                    subsidiary                  December
                                2003                                                             2003
                                £              £                    £              £            £

Cash at bank and in hand        64,376         (65,595)             -              4,818        3,599
Bank overdrafts                 (33,890)       33,890               -              -            -
                                ____________   ---______________    ____________   __________   ___________
Net cash                        30,486         (31,705)                            4,818        3,599
Secured Loan Note               (155,280)      -                    155,280        -            -
                                ____________   ---______________    ____________   __________   ___________
Net funds/(debt)                £124,794       £(31,705)            £155,280       £ 4,818      £ 3,599
                                ===========    ============         ==========     =========    ==========




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