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Digital Learning Marketplace p (ARGP)

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Friday 28 September, 2012

Digital Learning Marketplace p

Digital Learning Marketplace plc : Unaudited in...

Digital Learning Marketplace plc : Unaudited interim results

Embargoed until 7am                                                       28 September 2012

('DLM' or 'the Company')

Interim Results
for the Six Months to 30 June 2012

The Board of DLM (AIM: DLM), a leading digital learning company specialising in the provision of productivity improvement, announces its unaudited interim results for the six months to 30 June 2012.

Chairman's Interim Statement

As reported in the accounts to 31 December 2011, the Company had been following a strategy of rapid expansion based on three factors; a positive research report completed in Q4 2011 showing a clear need in the education market for better digital learning products and methodologies, the launch of new digital learning products developed in the first half of 2012 by the Company, including the Digital Learning Marketplace Software Platform ("DLMP"), and the identification of a number of compatible acquisition targets.

Therefore, the Company underwent dramatic changes during this period, including a significant increase in costs, and the recruitment and building of teams to enable organic growth and to guide us through our planned acquisitive "Buy and Build" programme; all of which was to have been financed with new shareholders' funds.  However, the expected fund raising was not a success, due to adverse market factors, and therefore the board took the decision at the end of the period to implement a major cost cutting programme, which has now happened.  

Post balance sheet events

In my statement for the full year I explained that the Company would probably not benefit in the first half of the year from measures taken by the Company described above.  However, I was pleased to announce in August that the Company had signed its first major partnership to provide digital learning content across the DLMP.

We believe the orders and partnership agreement signed since the start of July demonstrate the appeal of the new products and delivery system, which are both effective and can be measured to calculate a true Return on Investment; a key metric in corporate education.  The first of these products are now in use.

We are currently negotiating a second partnership and engaged in other initiatives and negotiations, which may result in our signing additional partnership agreements over the next six months.

At the end of the period there was a revision to the Company's strategy to focus on the core business with a commensurate reduction in costs to enable the business to be self-financing, whilst the Buy and Build strategy is deferred.  The directors have implemented a new budget with emphasis on profitability.

The other significant financial change has been the steps we have taken to further strengthen the balances sheet.

On 10 August we announced additional fund raising of £276,567 (before expenses).

On 27 September creditors of our wholly owned subsidiary Intellego PDP Ltd approved the terms of a creditors' voluntary arrangement "CVA". The effect of the CVA is that £355,121 of liabilities will be reduced by 90% and the balance will be repayable over a period of 28 months.

We have also made considerable progress in negotiating terms with other group creditors to either convert liabilities to equity and/or agree deferred payment terms.

The overall effect of these changes to the consolidated interim statement of financial position is shown in the pro-forma June 2012 balance sheet.


The Board believes that the slimmed down business with a low cost base, exploiting new products in partnership with larger institutions and organisations should enable the Company to leverage its opportunities and build a profitable business.

Despite the steps taken to reorganise the Company's finances, they do remain fragile for the time being, dependent on winning new orders and sales as predicted.  The Board is currently considering a range of options to maintain and grow shareholder value and hopes to make an announcement in the near future.

For further information:

Digital Learning Marketplace plc 
Angus Forrest                                                            020 7408 4720

Beaumont Cornish Limited
Roland Cornish                                                          020 7628 3396

Peterhouse Corporate Finance            
Jon Levinson                                                              020 7469 0935

Northland Capital Partners (Broker)                              020 7796 8800
Tim Metcalfe                

Leander (Financial PR)            
Christian Taylor-Wilkinson                                           07795 168157 

Condensed consolidated interim statement of comprehensive income for the six months ended 30 June 2012

Six months to 30 June 2012
Six months to 30 June 2011
Nine months to 31 Dec 2011
Note£ £ £
Continuing operations
Revenue 578,906 729,286 901,441
Sale of distribution rights - 166,902 -
Cost of sales (362,172) (335,755) (405,417)
Gross profit216,734 560,433 496,024
Operating charges before depreciation, amortisation and exceptional items (1,327,836) (803,657) (1,349,060)
Exceptional items                                                                                                                         4(155,000) 199,188 571,406
EBITDA after exceptional items(1,266,102) (44,036) (281,630)
Depreciation and amortisation                                                   (97,402) (118,604) (139,583)
Operating (loss)/ profit(1,363,504) (162,640) (421,213)
Finance income - - -
Finance cost (14,649) (1,542) (5,632)
(Loss) / profit before tax expense(1,378,153) (154,183) (426,845)
Tax expense - -
(Loss) / profit for the period attributable to equity holders of the company(1,378,153) (154,183) (426,845)
Other comprehensive income / (expense) -
Total comprehensive (expense)/ income attributable to equity holders of the company                                                     (1,378,153) (154,183) (426,845)
(Loss)/earnings per share attributable to the equity  holders of the company during the period
Basic and diluted (loss)/ earnings per share                                                                                          5                                                                                 (0.18)p (0.04)p (0.08)p

Condensed consolidated interim statement of financial position

Unaudited 30 June 2012 Unaudited 30 June 2011 Audited
31 December 2011
Unaudited Pro-Forma 30 June 2012 [1]
££ £ £
Non-current assets
Property, plant and equipment 4,867 3,884 566 4,867
Goodwill 223,389 481,869 464,189 223,389
Other intangible assets 270,635 156,270 326,319 270,635
498,891 642,023 791,074 498,891
Current assets
Inventory 4,125 13,513 7,875 4,125
Trade and other receivables 122,368 350,330 310,756 122,368
Cash and cash equivalents - 21,981 43,487 94,264
126,493 385,824 362,118 220,757
Total assets625,384 1,027,847 1,153,192 719,648
Non-Current liabilities
Trade and other payables - 241,450 160,800 -
Long-term borrowings 49,750 49,750 49,750 49,750
49,750 291,200 210,550 49,750
Current liabilities
Trade and other payables 1,058,152 478,579 625,023 385,353
Bank overdraft 14,986 - - -
Short-term borrowings 102,393 60,691 - 52,393
1,175,531 539,270 625,023 437,746
Deferred income, accruals and other provisions 595,260 486,065 435,507 493,874
1,770,791 1,025,335 1,060,530 931,620
Total liabilities 1,820,541 1,316,535 1,271,080 981,370
Net assets / (liabilities)                             (1,195,157) (288,688) (117,888) (261,722)
Share capital  1,165,521 964,134 1,071,040  1,165,710
Share premium  2,406,455 2,066,911 2,200,052  2,784,842
Shares to be issued - - -
Merger reserve 171,000 31,000 171,000 171,000
Profit and loss account (4,938,133) 3,350,733 (3,559,980) (4,383,274)
Total equity                                                (1,195,157) (288,688) (117,888) (261,722)

 Adjusted for the effect of the August fund raising, subsidiary company CVA and other creditor arrangements as explained in the Chairman's statement.

Condensed consolidated interim statement of changes in equity (unaudited)

Share capitalShare premiumMerger
Profit and loss reserveTotal equity
Balance at 1 January 2011924,1341,856,43131,000(3,196,550)(384,985)
Shares issued40,000210,480--250,480
Profit for the period---(154,183)(154,183)
Balance at 30 June 2011964,1342,066,91131,000(3,350,733)(288,688)
Balance at 1 July 2011964,1342,066,91131,000(3,350,733)(288,688)
Shares issued106,906133,141140,000380,047
Profit for the period (209,247)(209,247)
Balance at 31 December 20111,071,0402,200,052171,000(3,559,980)(117,888)
Balance at 1 January 20121,071,0402,200,052171,000(3,559,980)(117,888)
Shares issued94,481206,403--300,884
Loss for the period---(1,378,153)(1,378,153)
Balance at 30 June 20121,165,5212,406,455171,000(4,938,133)(1,195,157)
Condensed consolidated interim statement of cash flow
Six months to
30 June 2012
Six months to
30 June 2011
Nine months to 31 December 2011
Note£ £ £
Cash flows from operating activities
(Loss)/ profit after taxation (1,378,153) (154,183) (426,845)
Adjustments for:
Depreciation 1,718 40,562 3,385
Amortisation 95,684 78,042 136,198
Interest expense 14,649 1,542 5,632
Decrease in trade and other receivables 188,388 108,258 77,818
Decrease / (increase) / decrease in inventories 3,750 (1,513) (286)
Increase / (decrease) in trade and other payables and deferred income, accruals and other provisions 672,882 97,917 (151,958)
Cash used in operations (401,082) 170,625 (356,056)
Interest paid (14,649) (1,542) (5,632)
Net cash (used in)/generated from operating activities(415,731) 169,083 (361,688)
Cash flows from investing activities
Purchase of property, plant and equipment (6,019) (28,212) (1,596)
Investment in intangible assets - (173,731) (24,865)
Cash acquired with business - 96 96
Net cash used in investing activities(6,019) 201,847 (26,365)
Cash flows from financing activities
Net proceeds from issue of share capital 260,884 90,480 524,547
Net movement of long-term bank loan - (99,588) (131,950)
Net cash generated from financing activities260,884 (9,108) 392,597
Net (decrease) / increase  in cash and cash equivalents(160,866) (41,968) 4,544
Cash and cash equivalents at beginning of period43,487 3,258 38,943
Cash and cash equivalents at end of period(117,379) (38,710) 43,487

Notes to the condensed consolidated interim financial statements

1   General information

The financial information set out in this condensed interim report for the six months ended 30 June 2012 and the comparative figures for the six months ended 30 September 2011 are unaudited. The financial information for the period ended 31 December 2011 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.  The Group's statutory financial statements for the period ended 31 December 2011, prepared under International Financial Reporting Standards (IFRS), received an unmodified audit report, did not contain statements under section 498(2) or section 498(3) of the Companies Act 2006 and have been filed with the Registrar of Companies.

2        Basis of preparation

These June 2012 condensed consolidated interim financial statements of Digital Learning Marketplace plc are for the six months ended 30 June 2012.  They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group prepared under IFRS for the period ended 31 December 2011.

The comparative figures for the six months ended 30 June 2011have not previously been presented as interim reports for periods prior to 31 December 2011were presented for the six months to 30 September in each year. The comparative figures for the six months ended 30 June 2011have been extracted from the accounting records of the Group and were prepared on a consistent basis with the results presented for the six months to 30 June 2012. The comparative figures for the six months ended 30 June 2011 have been neither reviewed nor audited by the Group's auditors.

The accounting policies applied are largely consistent with those of the financial statements for the period ended 31 December 2011, as described in those financial statements.  The only exception relates to the taxation policy.  For the purpose of the interims the tax charge on the underlying business performance is calculated by reference to the estimated effective rate for the full year.

3        Segment analysis

The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.

DLM operates three main segments Professional Services, Bespoke and Products.  The activity undertaken by the Professional Services segment is the resale of software developed by third parties.  The Bespoke segment includes consultancy, customisation, including development of content, and integration of e-learning systems.  Maintenance of these systems is undertaken by the Bespoke segment.  The Products segment includes the sale of internally generated content.  The revenues and net result generated by each of DLM plc's segments are summarised as follows:

6 months to 30 June 2012

Professional Services Bespoke Products Group
£ £ £ £
Revenue 55,040 384,199 64,668 503,906
Loss for the period (192,026) (803,005) (228,120) (1,378,151)
Exceptional items - (155,000) - (155,000)

6 months to 30 June 2011

Professional Services Bespoke Products Group
£ £ £ £
Revenue and sale of distribution rights 400,924 345,027 150,237 896,188
Loss for the period 13,959 (249,827) 81,685 (154,183)

Nine months to 31 December 2011

Professional Services Bespoke Products Group
Revenue and sale of distribution rights 83,478 646,814 171,149 901,441
Profit/(Loss) for the period 42,890 (912,278) (128,863) (998,251)
Exceptional items 571,406 - - 571,406

4 Exceptional items

Exceptional items in the period of £155,000 relate to redundancy and restructuring costs.

Both Digital Learning Marketplace Plc and Intellego Group Ltd entered into CVAs with their creditors in June 2010 and July 2010 respectively. Payments under the CVA were required to be made for six months for Digital Learning Marketplace Plc and for sixty months for Intellego Group Ltd.  Digital Learning Marketplace Plc paid all its contributions under the CVA through to December 2010 and its CVA was recorded as completed on 6 June 2011. This resulted in a release of liabilities not payable to the consolidated statement of comprehensive income for the period ended 30 June 2011 of £199,188.

 On 23 June 2011 the directors decided that the continuation of the CVA for Intellego Group Ltd was no longer viable and the Supervisor of the CVA was asked to wind up Intellego Group Ltd. This resulted in a release of liabilities not payable to the consolidated statement of comprehensive income for the six months ended 30 September 2011 of £571,406.

5        Earnings per share

The calculation of basic loss per share is based on a loss before tax expense for the period of £ (1,378,151) (loss 30 June 2011: £(154,183), loss 31 December 2011: £(426,845), and on 775,580,602 (June 2011: 383,446,682, December 2011: 514,849,637) being the weighted average number of ordinary shares in issue during the period.

The (loss)/profit attributable to ordinary shareholders and the weighted average number of ordinary shares for the purpose of calculating the diluted (loss)/earnings per share are identical to those used for the basic (loss)/earnings per share.


This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Digital Learning Marketplace plc via Thomson Reuters ONE


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