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Grand Vision Media (GVMH) Half-year Report For Six Months up to the 30th June

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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