REG-Grand Vision Media: Half-year Report
30/09/2019 07:05
London, 30 September 2019
GRAND VISION MEDIA HOLDINGS PLC (“GVMH” or the “Company”)
HALF YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2019
The CEO’s Report
Overview
General market conditions for the advertising sector were tough in the first
six months, primarily caused by the concern of the economic impact and
extended timeline of the trade war between US and China.
In the past six months, we have expanded both our network and our presence in
the region. We concluded our partnership agreement with Dadi Cinemas and
rolled out our glasses free 3D panels to further twenty cinemas. We also
secured the right to be their sales partner for their cinema advertising
assets.
We also signed with strategic partners in Japan and Korea to strengthen our
sales presence in those regions, in line with our strategy to capture a larger
share of marketing budget targeted at Chinese outbound tourism.
We have also started a pilot project with CJ CGV Cinemas in Korea. This is a
significant development that confirms our cinema-centric model has an appeal
that is not unique in China. We may consider develop similar partnerships in
the wider region.
Summary of Trading Results
GVMH Consolidated Results for the 6 Months to 30 June 2019
Revenue in the period was HKD7,886K. The Company had a loss before tax of
HKD8,164K. The expenses in the period included listing costs amounting to
HKD115K.
GVC Holdings Ltd (“GVCH”) Results for the 6 Months to 30 June 2019
Revenue in the period was HKD7,886K (H1 2018 : HKD7,415K), representing an
increase of 6% compared to the same period last year. Despite a tight market,
we have been able to deliver more integrated campaigns and marketing events to
supplement the traditional OOH advertising revenue. Revenue from social
media marketing also grew by over 10 percent to HKD 2,600K. GVCH had a loss
before tax in the period of HKD7,111K (H1 2018: HKD6,745K).
Outlook
The Successful pilot in Korea with CJ CGV cinemas is a significant development
for the Group. As a result, we are in the planning stage of a bigger roll out
with the CJ CGV cinemas in Korea. This also encourages us to evaluate the
possibility of expanding our network to other Asian countries.
To respond to the changes in the market dynamics, we are making some
re-alignment of our strategy to ensure a broad coverage in China whilst
focussing in the top ten to fifteen cities in China while enlarging our
network through representing other advertising assets within cinemas. We
shall relocate our own glasses free 3D panels to these cities with an aim to
achieve a bigger critical mass in those cities. In addition to strengthening
existing overseas partnerships, we are in discussions with partners in Asian
countries such as Singapore and Thailand.
The luxury goods segment in China continues to grow and we are planning to
work with a leading distributor / buying office of luxury fashion brands in
China to boost our market access and industry insights, allowing us to better
serve clients in this sector. Through this partnership we hope to provide both
on-line and off-line marketing services to luxury fashion brands seeking to
establish themselves in China.
Responsibility Statement
We confirm that to the best of our knowledge:
a. the condensed set of financial statements has been prepared in accordance
with IAS 34 ‘Interim Financial Reporting’;
b. the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the remaining
six months of the year; and,
c. the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties’ transactions and
changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide
additional information to shareholders to assess the Company’s strategies
and the potential for those strategies to succeed. The IMR should not be
relied on by any other party or for any other purpose.
The condensed accounts have not been reviewed by the auditors.
Jonathan Lo
Chief Executive Officer
Date : 27 September 2019
Interim Condensed Statement of Comprehensive Income
Notes GVMH 6 months Ended 30 June 2019 GVMH 6 months Ended 30 June 2018 GVMH Year End 31 December 2018
HK$’000 HK$’000 HK$’000
Turnover 7,886 7,415 18,026
Cost of Sales (6,571) (4,166) (12,140)
Gross Profit 1,315 3,249 5,886
Other Income / Expenditure 167 62 79
Administrative expenses (3,413) (8,263) (20,524)
Depreciation (1,708) (2,008) (3,982)
Admission costs (4,451) (8,385) (8,946)
Premium on reverse acquisition - (5,259) (5,259)
Operating Loss (8,090) (20,604) (32,746)
Finance Cost (74) (141) (316)
Loss before taxation (8,164) (20,745) (33,062)
Tax on loss on ordinary activities - - -
Loss after taxation (8,164) (20,745) (33,062)
Exchange difference arising on Translation (955) - 772
Loss and total comprehensive loss for the period (9,119) (20,745) (32,290)
(Loss)/profit attributable to:
Equity holders of the Company (8,348) (20,699) (33,069)
Non-controlling interests 184 (46) 7
(8,164) (20,745) (33,062)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company (9,303) (20,699) (33,297)
Non-controlling interests 184 (46) 7
(9,119) (20,745) (33,290)
Basic and diluted earnings per share (HK$) 5 (0.085) (1.56) (0.34)
Interim Condensed Statement of Changes in Equity
GVMH PLC Share Capital Share Premium Group Reorganization Reserve Capital Contribution arising from shareholders loan Exchange Reserve Non-Controlling Interest Retained Earnings Total Equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Balance at 19 June 2018 99,782 45,835 - - - - (21,918) 123,699
Re-Organization Reserve - - (96,631) - - - - (96,631)
Capital Contribution - - - 844 - - - 844
Exchange Reserve - - - - (222) - - (222)
Non-Controlling Interest - - - - - (3,464) - (3,464)
Loss for the period - - - - - - (20,699) (20,699)
Balance at 30 June 2018 99,782 45,835 (96,631) 844 (222) (3,464) (42,617) 3,527
Share issue (3,765) - - - - - - (3,765)
Share Premium - (1,729) - - - - - (1,729)
Capital Contribution - - - (844) - - - (844)
Exchange Reserve - - - - 2,118 - - 2,118
Non-Controlling Interest - - - - - 54 - 54
Loss for the Period - - - - - - (11,598) (11,598)
Balance at 31 December 2018 96,017 44,106 (96,631) - 1,896 (3,410) (54,215) (12,237)
Re-Organization Reserve - - 4,461 - - - - 4,461
Capital Contribution - - - 844 - - - 844
Exchange Reserve - - - - 927 - (296) 631
Non-Controlling Interest - - - - - 184 - 184
Loss for the period - - - - - - (9,303) (9,303)
Balance at 30 June 2019 96,017 44,106 (92,170) 844 2,823 (3,226) (63,814) (15,420)
Share capital is the amount subscribed for shares at nominal value.
The share premium has arisen on the issue of shares at a premium to their
nominal value.
Retained losses represent the cumulative loss of the Company attributable to
equity shareholders.
Interim Condensed Statement of the Financial Position
Notes GVMH 30 June 2019 GVMH 30 June 2018 GVMH 31 December 2018
HK$’000 HK$’000 HK$’000
Assets
Non-Current Assets
Property, plant and equipment 488 4,192 2,183
Investment in Subsidiary - - -
Total Non-Current Asset 488 4,192 2,183
Current assets
Inventories 994 2,403 1,707
Trade and Other Receivables 6,890 6,083 5,104
Deposits and Pre-Payments 360 871 1,036
Cash and Cash Equivalents 2,752 8,692 2,552
Total Current Assets 10,996 18,049 10,399
Total Assets 11,484 22,241 12,582
Equity and Liabilities
Share Capital 6 96,017 99,782 96,017
Share Premium Account 6 44,106 45,835 44,106
Group Re-organization Reserve (92,170) (96,631) (96,631)
Capital Contribution arising from Shareholder’s Loan 844 844 -
Exchange Reverses 2,823 (222) 1,896
Non-Controlling Interest (3,226) (3,464) (3,410)
Retained Earnings (63,814) (42,617) (54,215)
Total Equity (15,420) 3,527 (12,237)
Liabilities
Non-Current Liabilities
Shareholders loan 13,779 8,502 8,676
Total Non-Current Liabilities 13,779 8,502 8,676
Current Liabilities
Trade and Other Payables 12,399 9,759 15,728
Amount Due to Directors 551 71 304
Deposits Received 175 382 111
Total Current Liability 13,126 10,212 16,143
Total Liabilities 26,904 18,714 24,819
Total Equity and Liabilities 11,484 22,241 12,582
Interim Condensed Cash Flow Statement
Notes GVMH 6 Months ended 30 June 2019 GVMH 6 Months ended 30 June 2018 GVMH For the year ended 31 December 2018
HK$’000 HK$’000 HK$’000
Cash flows from operating activities
Operating loss (8,164) (20,745) (33,062)
Add: Depreciation 1,708 2,008 3,982
Add: Finance Cost on Shareholders loan 74 141 316
Add: Non Cash Successful fee - 6,972 7,024
Add: Share based payment 1,447
Add: Premium on reverse acquisition 5,259 5,259
Changes in working capital
(Increase) / decrease in inventories 712 403 1,119
(Increase) / decrease in receivables (1,787) 120 1,270
Decrease in deposits and prepayments 677 - 7,857
Increase / (decrease) in payables 2,133 (5,432) 2,848
(Increase)/Decrease in amount due from related companies - - 257
Net cash flow from operating activities (4,647) (11,274) (17,397)
Investing Activities
Payments for Purchase of Property, Plant and equity (12) (34) (47)
Acquisition Net of Bank Balance 6,032 6,032
Net cash flow from investing activities (12) 5,998 5,985
Cash flows from financing activities:
(Repayment of) / proceeds from Shareholder loans 5,029 2,500 2,500
Net proceeds from issue of shares 6 - 6,978 6,714
Net proceeds from share premium - 3,489 3,357
Net cash flow from financing activities 5,029 12,967 12,571
Net cash flow for the period 370 7,691 1,159
Opening Cash and cash equivalents 2,552 1,136 1,136
Effect on Foreign exchange rate changes (170) (135) 257
Closing Cash and cash equivalents 2,752 8,692 2,552
Notes to the Interim Condensed Financial Statements
1. General Information
GRAND VISION MEDIA HOLDINGS PLC (‘the Company’) is an investment company
incorporated in the United Kingdom. Details of the registered office, the
officers and advisers to the Company are presented on the Directors and
Advisers page at the end of this report. The information within these
interim condensed financial statements and accompanying notes must be read in
conjunction with the audited annual financial statements that have been
prepared for the period ended 31 December 2018.
2. Basis of Preparation
These unaudited condensed consolidated interim financial statements for the
six months ended 30 June 2019 were approved by the board and authorised for
issue on 27 September 2019.
The basis of preparation and accounting policies set out in the Annual Report
and Accounts for the period ended 31 December 2018 have been applied in the
preparation of these condensed interim financial statements. These interim
financial statements have been prepared in accordance with the recognition and
measurement principles of the International Financial Reporting Standards
(“IFRS”) as endorsed by the EU that are expected to be applicable to the
financial statements for the year ending 31 December 2019 and on the basis of
the accounting policies expected to be used in those financial statements.
The figures for the six months ended 30 June 2019 and 30 June 2018 are
unaudited and do not constitute full accounts. The comparative figures for the
period ended 31 December 2018 are extracts from the 2018 audited accounts.
The independent auditor’s report on the 2018 accounts was not qualified.
The assets and liabilities of the legal subsidiary, GVC Holdings Limited are
recognized and measured in the Group financial statements at the
pre-combination carrying amounts, without restatement of fair value. The
retained earnings and other equity balances recognized in the Group financial
statements reflect the retained earnings and other equity balances of Grand
Vision Media Holdings plc immediately before the reverse and the results of
the period from 1 January 2018 to 30 June 2018 and post reverse.
Standards and Interpretations adopted with no material effect on financial
statements
In the current year, the Group, for the first time, has applied IFRS 16
Leases. IFRS 16 introduces new or amended requirements with respect to lease
accounting. It introduces significant changes to the lessee accounting by
removing the distinction between operating and finance leases and requiring
the recognition of a right-of-use asset and a lease liability at the lease
commencement for all leases, except for short-term leases and leases of low
value assets. In contrast to lessee accounting, the requirements for lessor
accounting have remained largely unchanged. The impact of the adoption of IFRS
16 on the Group’s consolidated financial statements is described below. The
Group has applied IFRS 16 using the Modified retrospective approach.
There are no other IFRS or IFRIC interpretations that are not yet effective
that would be expected to have material impact on the Group.
3. Segmental Reporting
In the opinion of the Directors, the Company has one class of business, being
that of social media marketing and operates in the Peoples Republic of China.
4. Company Result for the period
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the parent Company income statement account.
The operating loss of the Company for the six months ended 30 June 2019 was
HK$ 1,052,293 (2018:
loss of HK$ 874,844, year ended 31 December 2018: HK$ 10,810,849). The current
period operating loss incorporated the following main items:
GVMH 30 June 2019 GVMH 30 June 2018 GVMH 31 December 2018
(Unaudited) (Unaudited) (Audited)
HK$’000 HK$‘000 HK$‘000
Accounting and administration fees 79 9 165
Employment expenses 732 8 816
Rent fees - 3 47
Legal and professional fees 49 5 147
Listing costs 115 831 9,082
Other expenses 77 19 554
Total 1,052 875 10,811
5. Earnings per Share
Earnings per share data is based on the Company result for the six months and
the weighted average number of shares in issue.
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of ordinary shares in issue during
the period:
GVMH 30 June 2019 (Unaudited) GVMH 30 June 2018 (Unaudited) GVMH 31 December 2018 (Audited)
HK$ HK$ HK$
Loss after tax (8,348,000) (20,699,000) (33,069,000)
Weighted average number of ordinary shares in issue 96,287,079 13,234,439 96,287,079
Basic and diluted loss per share (0.089) (1.56) (0.34)
Basic and diluted earnings per share are the same, since where a loss is
incurred the effect of outstanding share options and warrants is considered
anti-dilutive and is ignored for the purpose of the loss per share
calculation. There were no potential dilutive shares in issue during the
period.
6. Share Capital
Ordinary shares are classified as equity. Proceeds from issuance of ordinary
shares are classified as equity. Incremental costs directly attributable to
the issuance of new ordinary shares are deducted against share capital.
Allotted, called up and fully paid ordinary shares of 10p each Number of shares Share Capital Share Capital Share Premium Share Premium
£ HK$ £ HK$
Balance at 26 February 2016 50,000,000 50,000 518,150 - -
Balance at 30 June 2016 50,000,000 50,000 518,150 - -
Share issue – 2 August 2016 60,000,000 60,000 621,780 - -
Consolidate shares – 3 August 2016 (108,900,000) - - - -
Balance at 31 December 2016 1,100,000 110,000 1,139,930 - -
Share issue – 10 January 2017 5,130,000 513,000 5,316,219 257,000 2,663,291
Balance at 30 June 2018 6,230,000 623,000 6,456,149 257,000 2,663,291
After Acquisition Share 19 June 2018 90,057,079 9,005,708 93,326,151 4,502,854 46,663,075
Balance at 31 December 2018 96,287,079 9,628,708 99,782,300 4,759,854 49,326,366
Balance at 30 June 2019 96,287,079 9,628,708 99,782,300 4,759,854 49,326,366
7 Events Subsequent to 30 June 2019
On 19 July 2019, GVMH issued convertible loan notes of £670k.
8 Reverse Acquisition
The reverse acquisition occurred just prior to the period end 30 June 2018 and
the consolidated numbers of GVC Holdings Limited are presented below for
illustration purposes only:
Income statement
GVCH 6 months Ended 30 June 2019 GVCH 6 months Ended 30 June 2018
HK$’000 HK$’000
Turnover 7,886 7,415
Cost of Sales (6,571) (4,166)
Gross Profit 1,315 3,249
Other Income / Expenditure 168 62
Administrative expenses (6,813) (7,907)
EBITDA (5,330) (4,596)
Finance Cost (73) (141)
Depreciation (1,708) (2,008)
Loss before taxation (7,111) (6,745)
Tax on loss on ordinary activities - -
Loss after taxation (7,111) (6,745)
Exchange difference arising on Translation (495) -
Loss and total comprehensive loss for the period (7,606) (6,745)
(Loss)/profit attributable to:
Equity holders of the Company (7,294) (6,699)
Non-controlling interests 183 (47)
(7,111) (6,745)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company (7,789) (6,699)
Non-controlling interests 183 (47)
(7,606) (6,745)
Basic and diluted earnings per share (HK$) (588) (540)
Balance Sheet GVCH 30 June 2019 GVCH 30 June 2018
HK$’000 HK$’000
Assets
Non-Current Assets
Property, plant and equipment 488 4,192
Investment in Subsidiary - -
Total Non-Current Asset 488 4,192
Current assets
Inventories 994 2,403
Trade and Other Receivables 6,890 3,845
Deposits and Pre-Payments 313 803
Cash and Cash Equivalents 2,681 2,660
Total Current Assets 10,878 9,711
Total Assets 11,366 13,903
Equity and Liabilities
Share Capital 106 106
Share Premium Account 30,368 30,368
Group Re-organization Reserve (9,059) (9,059)
Capital Contribution arising from Shareholder’s Loan 844 844
Exchange Reverses 597 (77)
Non-Controlling Interest (3,226) (3,464)
Retained Earnings (45,590) (28,617)
Total Equity (25,960) (9,899)
Liabilities
Non-Current Liabilities
Shareholders loan 12,750 8,501
Total Non-Current Liabilities 12,750 8,501
Current Liabilities
Trade and Other Payables 11,129 9,216
Amount due to GVMH 12,720 5,632
Amount Due to Directors 552 71
Deposits Received 175 382
Total Current Liability 24,576 15,301
Total Liabilities 37,326 23,802
Total Equity and Liabilities 11,366 13,903
9. Reports
This interim condensed financial statements will be available shortly on the
Company website at www.gvmh.co.uk
For more information:
Grand Vision Media Holdings plc http://gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145 or info@gvmh.co.uk
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs Tel: +44 (0) 20 3772 0021 or enquiries@alfredhenry.com
- ENDS -
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