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Grand Vision Media Holdings plc - Half-year Report

·13-min read

London, 28 October 2020

GRAND VISION MEDIA HOLDINGS PLC (“GVMH” or the “Company”)

HALF YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2020

The CEO’s Report

Overview

The onset of the COVID-19 pandemic in early 2020 has had a significant adverse effect on the Group’s performance in the first half of 2020. The major restrictions on travel and closure of businesses has caused significant disruption and erosion of confidence, resulting in a decline in revenues in the period. Cinemas remain closed in China, which has had a major adverse impact on the out-of-home advertising revenues.

It is uncertain as to when trading conditions will return to normal, and the disruption is expected to continue for the remainder of the financial year. The Group has increased its focus on eCommerce marketing and services to mitigate against the decline in its traditional revenues, by leveraging its contact base and international business network. These services are predominantly targeted at suppliers of medical equipment, who have experienced a significant increase in activity levels as a result of the pandemic.

We have also continued our expansion plan, by forging more strategic partnerships, both in geographic expansion and also in the development of new location types. This includes a partnership with Mediaplus of Singapore, who will work with us to expand into Singapore. We are also evaluating the implementation of our panels at retail locations such as supermarkets and department stores.

Summary of Trading Results

Revenue in the period was HKD6,045K [1H2019 : HKD7,886K], which represents a decline of 23%. The Group had a loss after tax of HKD664K [1H2019 : HKD8,164K loss]. The Group has managed to achieve cost savings as a result of space consolidation and headcount reductions, and has taken advantage of Government fiscal support aimed at helping businesses through the pandemic.

Outlook

The cinemas across China started to re-open from July 2020, operating with reduced audiences. This situation remains as at today. The outlook for the reminder of the financial year remains uncertain, and trading conditions are expected to be challenging. The Group will continue to focus on generating revenue from other sources whilst its traditional business remains affected by the effects of the pandemic.

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 : 28 October 2020

Interim Condensed Statement of Comprehensive Income




Notes

GVMH
6 months Ended
30 June
2020

GVMH
6 months Ended
30 June
2019

GVMH
Year End
31 December
2019

HK$’000

HK$’000

HK$’000

Turnover

6,045

7,886

12,034

Cost of Sales

(3,142)

(6,571)

(10,648)

Gross Profit

2,903

1,315

1,386

Other Income / Expenditure

729

167

184

Administrative expenses

(1,250)

(3,413)

(6,305)

Depreciation

(503)

(1,708)

(2,350)

Admission costs

(2,401)

(4,451)

(7,787)

Premium on reverse acquisition

-

-

-

Operating Loss

(522)

(8,090)

(14,872)

Finance Cost

(142)

(74)

(223)

Loss before taxation

(664)

(8,164)

(15,095)

Tax on loss on ordinary activities

-

-

-

Loss after taxation

(664)

(8,164)

(15,095)

Exchange difference arising on Translation


(486)


(955)

138

Loss and total comprehensive loss for the period


(1,150)


(9,119)

(14,957)

(Loss)/profit attributable to:

Equity holders of the Company

(306)

(8,348)

(15,221)

Non-controlling interests

(358)

184

126

(664)

(8,164)

(15,095)

Total comprehensive (loss)/income attributable to:

Equity holders of the Company

(792)

(9,303)

(15,083)

Non-controlling interests

(358)

184

126

(1,150)

(9,119)

(14,957)

Basic and diluted earnings per share (HK$)

5

(0.0069)

(0.0867)

(0.1568)

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 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 issue

-

-

-

-

-

-

-

-

Re-Organization Reserve

-

-

(4,461)

-

-

-

-

(4,461)

Capital Contribution

-

-

-

-

-

-

-

-

Exchange Reserve

-

-

-

-

5,535

-

-

5,535

Non-Controlling Interest

-

-

-

-

-

(58)

-

(58)

Loss for the Period

-

-

-

-

-

-

(5,534)

(5,534)

Balance at 31 December 2019

96,017

44,106

(96,631)


844


8,358


(3,284)


(69,348)

(19,938)

Re-Organization Reserve

-

-

(2,641)

-

-

-

-

(2,641)

Capital Contribution

-

-

-

2,552

-

-

-

2,552

Exchange Reserve

-

-

-

-

(1,313)

-

-

(1,313)

Non-Controlling Interest

-

-

-

-

-

2,282

-

2,282

Loss for the period

-

-

-

-

-

-

(307)

(307)

Balance at 30 JUNE 2020

96,017

44,106

(99,272)


3,396


7,045


(1,002)


(69,655)

(19,365)

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
2020

GVMH
30 June
2019

GVMH
31 December 2019

HK$’000

HK$’000

HK$’000

Assets

Non-Current Assets

Property, plant and equipment

219

488

165

Right of use assets (IFRS16)

1,397

-

1,710

Total Non-Current Asset

1,616

488

1,875

Current assets

Inventories

985

994

1,004

Trade and Other Receivables

7,422

6,890

6,403

Deposits and Pre-Payments

233

360

395

Cash and Cash Equivalents

1,643

2,752

510

Total Current Assets

10,283

10,996

8,312

Total Assets

11,899

11,484

10,187

Equity and Liabilities

Share Capital

6

96,017

96,017

96,017

Share Premium Account

6

44,106

44,106

44,106

Group Re-organization Reserve

(99,272)

(92,170)

(96,631)

Capital Contribution arising from Shareholder’s Loan

3,396

844

844

Exchange Reverses

7,045

2,823

8,358

Non-Controlling Interest

(1,002)

(3,226)

(3,284)

Retained Earnings

(69,655)

(63,814)

(69,348)

Total Equity

(19,365)

(15,420)

(19,938)

Liabilities

Non-Current Liabilities

Shareholders loan

13,985

13,779

14,715

Total Non-Current Liabilities

13,985

13,779

14,715

Current Liabilities

Trade and Other Payables

14,379

12,399

13,050

Amount Due to Directors

1,426

551

515

Lease Liability

1,449

-

1,761

Deposits Received

25

175

84

Total Current Liability

17,279

13,125

15,410

Total Liabilities

31,264

26,904

30,125

Total Equity and Liabilities

11,899

11,484

10,187

Interim Condensed Cash Flow Statement




Notes

GVMH
6 Months Ended 30 JUNE 2020

GVMH
6 Months Ended 30 JUNE 2019

GVMH
For the year ended 31 December 2019

HK$’000

HK$’000

HK$’000

Cash flows from operating activities

Operating loss

(664)

(8,164)

(15,095)

Add: Depreciation

503

1,708

2,350

Add: Finance Cost on Shareholders loan

142

74

223

Add: Non Cash Successful fee

-

-

-

Add: Share based payment

1,320

Changes in working capital

(Increase) / decrease in inventories

19

712

702

(Increase) / decrease in receivables

(857)

(1,787)

(1,299)

Decrease in deposits and prepayments

-

677

641

Increase / (decrease) in payables

3,150

2,133

2,473

Decrease in deposit received

-

-

(27)

Net cash flow from operating activities

2,293

(4,647)

(8,712)

Investing Activities

Payments for Purchase of Property, Plant and equity

-

(12)

(10)

Acquisition of fixed assets

(246)

-

-

Net cash flow from investing activities

(246)

(12)

(10)

Cash flows from financing activities:

Payment of lease liabilities

(329)

-

(290)

Increase in an amount due from director

-

-

211

Increase in convertible loans

-

-

6,904

(Repayment of) / proceeds from Shareholder loans

416

5,029

(850)

Net cash flow from financing activities

87

5,029

5,975

Net cash flow for the period

2,134

370

(2,746)

Opening Cash and cash equivalents

510

2,552

2,552

Effect on Foreign exchange rate changes

(1,001)

(170)

704

Closing Cash and cash equivalents

1,643

2,752

510

Notes to the Interim Condensed Financial Statements

1. General Information

GRAND VISION MEDIA HOLDINGS PLC (‘the Company’) is a media 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 2019.

2. Basis of Preparation

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2020 were approved by the board and authorised for issue on 28 October 2020.

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the period ended 31 December 2019 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 2020 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 2020 and 30 June 2019 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2019 are extracts from the 2019 audited accounts. The independent auditor’s report on the 2019 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 2019 to 30 June 2019 and post reverse.

Standards and Interpretations adopted with no material effect on financial statements

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have material impact on the Group.

Going concern

The Group’s forecasts and projections, taking into account the increase in revenue from new streams to mitigate against the decline in traditional revenues, and changes in the level of overhead costs, show that the company should be able to operate within its available cash resources. The directors have, at the time of approving the interim accounts, a reasonable expectation that the Group has adequate resources to continue in existence for the foreseeable future. They therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

The onset of the COVID-19 pandemic in early 2020 has had a significant adverse effect on the Group’s performance in the first half of 2020. The outlook for the reminder of the financial year remains uncertain, and trading conditions are expected to be challenging. The Group will continue to focus on generating revenue from other sources whilst its traditional business remains adversely impacted by the effects of the pandemic.

3. Segmental Reporting

In the opinion of the Directors, the Company has one class of business, being that of out of home media and marketing and operates in the Peoples Republic of China/Hong Kong.

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 2020 was HK$ 585,869 (2019:
loss of HK$ 1,052,293, year ended 31 December 2019: HK$ 1,273,000). The current period operating loss incorporated the following main items:

GVMH
30 JUNE 2020

GVMH
30 JUNE 2019

GVMH
31 December
2019

(Unaudited)

(Unaudited)

(Audited)

HK$‘000

HK$‘000

Accounting and administration fees

-

79

209

Employment expenses

297

732

521

Rent fees

-

-

-

Legal and professional fees

150

49

304

Listing costs

-

115

-

Other expenses

139

77

239

Total

586

1,052

1,273

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
2020

GVMH
30 June 2019

GVMH
31 December
2019

HK$

HK$

HK$

Loss after tax

(664,000)

(8,348,000)

(15,095,000)

Weighted average number of ordinary shares in issue

96,287,079

96,287,079

96,287,079

Basic and diluted loss per share

(0.0069)

(0.0867)

(0.1568)

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 31 December 2018

96,287,079

9,628,708

96,017,186

4,422,954

44,105,565

Balance at 30 JUNE 2019

96,287,079

9,628,708

96,017,186

4,422,954

44,105,565

Balance at 31 December 2019

96,287,079

9,628,708

96,017,186

4,422,954

44,105,565

Balance at 30 JUNE 2020

96,287,079

9,628,708

96,017,186

4,422,954

44,105,565

7 Events Subsequent to 30 June 2020

There were no events subsequent to the balance sheet date.

8. 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/

Ajay Rajpal, 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 jisaacs@alfredhenry.com