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Interim Results

13 Sep 2022 07:00

RNS Number : 1856Z
HeiQ PLC
13 September 2022
 

September 13, 2022

HeiQ Plc

("HeiQ" or "the Company")

Interim Results for six months to June 30, 2022

Resilient trading and bringing life enhancing technology to market

HeiQ Plc (LSE:HEIQ), an established global brand in materials and textile innovation which operates in high-growth markets, is pleased to announce its interim results for six months to June 30, 2022.

Financial highlights:

· Revenue increase of 17% to US$ 30.3m (H1 2021: US$ 25.8m), showing resilience and continued demand

· Investment by HUGO BOSS (MDAX: BOSS) into HeiQ AeoniQ, the world's first climate positive fiber to replace polyester (US$ 135bn market). A total investment of US$ 10m, structured as technology milestones & 2.5% equity into HeiQ's Austrian tech subsidiary at an implied valuation of US$ 200m

· Sales from HeiQ's ESG-focused "Resource Efficiency" products increased by 83% compared to H1 2021 and has now become the second largest functionality in the Group's portfolio

· Gross margin uplift of 3% to 46.7% compared to previous half year (H2 2021: 43.7%), reflecting stabilization of underlying product margins as well as the favorable impact of the product mix

· Operating expenditure ("Opex") (respectively selling & general administration costs) grew to US$ 3.3m or +31% over H1 2021 to US$ 13.9m, in line with the Company's investment budget and growth strategy

· Adjusted EBITDA of US$3.5m (1HY 2021: US$4.8m) achieved in challenging market conditions during a phase of significant investment in technology

Operational highlights:

· Completed HeiQ AeoniQ pilot commercialization production plant in time and on budget; Gained the LYCRA Company as exclusive distributor

· Made significant progress with blockbuster tech HeiQ GrapheneX, demonstrated solid state battery prototype over 1300 cycles, filed a fourth patent & ordered the world's first pilot commercialization plant

· Publication of an independent study by Charité University Hospital Berlin and the Robert Koch-Institute, proving symbiotic cleaners - like the HeiQ Synbio cleaners - are far more effective than disinfectants alone, a publication that is now driving favourable change at regulators for probiotic cleaners in healthcare

· Gained Engie, a multibillion player in facility management, as customer for HeiQ Synbio & Sanpure with the objective to enter manifold channels at large scale swiftly

· Launched HeiQ Mint - a durable botanical odour control for textiles, capable to substitute textile antimicrobial technologies globally.

Post period-end highlights:

· Further strengthening of our cash position as significant amounts of receivables have been collected after balance sheet date

· Additional EUR 2.2m paid in into equity of HeiQ AeoniQ LLC by minority shareholder HUGO BOSS as contractual milestones have been met

· Strong H2 2022 performance expected and cautiously optimistic to meet analyst expectations for the full year

· Strong US Dollar continues to have a positive impact on the Company's cost structure

Carlo Centonze, co-founder and CEO, HeiQ plc, said:  

"Despite the continuing challenging global market conditions and a 3-month lockdown in our main market China in Q1 2022, we remain cautiously optimistic and have plans in place to address those challenges and continue making fast progress with commercialisation of our disruptive innovative technologies. 

 

HeiQ is very well-positioned to spearhead the decarbonization of textile, the second most polluting industry in the world. HeiQ AeoniQ, the world's first climate positive fiber, has made significant steps towards full market launch in 1HY 2022, and we remain confident that by the end of the year, first yarns can be delivered to customers for capsule collections of truly climate positive bio-degradable or circular apparel items. As such, HeiQ AeoniQ remains one of our key focus areas for the months and years ahead. Our ambition remains unchanged to build and operate one or more full-scale Gigafactories at the beginning of 2025.

 

We are excited to continue delivering growth and bringing life enhancing technology to market. The demand for our current and future technology offering remains sound and we are executing our long-term growth strategy and strengthening our innovation and differentiation capabilities as planned. We are actively following market environment changes and will remain agile to address them swiftly."

 

Analyst Briefing

Carlo Centonze, CEO, and Xaver Hangartner, CFO will host a webinar for equity analysts at 09:30am BST today. Any equity analysts wishing to register should contact SEC Newgate at HeiQ@secnewgate.co.uk where further details will be provided.

 

This announcement contains inside information.

For further information, please contact:

HeiQ Plc

Carlo Centonze (CEO)

+41 56 250 68 50

Cenkos Securities plc (Joint Broker)

Stephen Keys / Callum Davidson

+44 (0) 207 397 8900

SEC Newgate (Media Enquiries)

Elisabeth Cowell / Axaule Shukanayeva / Molly Gretton

+44 (0) 20 3757 6882

HeiQ@secnewgate.co.uk

 

About HeiQ

HeiQ is focused on improving the lives of billions of people world-wide by innovating the materials people use every day. HeiQ has strong IP which is at the forefront of global technology in the $10 billion antimicrobial fabrics market, $24 billion textile chemicals market, the $50 billion probiotics market and the $150 billion man-made fibers market. It has also moved into the medical device, healthcare and hygiene coatings markets, to help make hospitals and healthcare environments more hygienic. HeiQ aims to deliver growth for its shareholders through a combination of increased sales of its core products and by entering additional lucrative markets through disruptive innovations and M&A.

HeiQ has created some of the most effective, durable and high-performance technologies in the market today, which cool, warm, dry, repel, purify, and destroy viruses. Since 2005, HeiQ has developed over 200 technologies in partnership with 300 major brands and it has a significant R&D pipeline containing over 50 projects. The Company has won multiple awards and gained a strong reputation for the ESG & sustainable downstream effect of its innovations. HeiQ is the only company to have won the Swiss Technology award twice. It has also won the Swiss Environmental award with an innovation that saves energy and water consumption during the textile manufacturing process.

Led by an experienced leadership team, HeiQ researches new solutions for partners, delivers scaled up manufacturing from its sites across the world and helps partners market the product to end consumers - aiming for lab to consumer in months.

Chairwoman's Statement

I am pleased to report that HeiQ continued to demonstrate resilience during difficult market conditions and made solid progress in delivering on its growth strategy during the six-month period ending 30 June 2022 ("H1 2022").

HeiQ's revenues for H1 2022 grew by 17% year on year, and we were pleased to have increased our overall gross margin compared to the second half of the 2021 financial year (H2 2021). This was achieved even though global economies have experienced new significant turmoil in early 2022, just as things started to normalize after two years of pandemic. On top of the energy crisis, pressure on raw material prices continued, and inflation and energy price rises significantly impacted the markets we operate in. HeiQ's business from commercialized innovations demonstrated robustness. While the strengthening of the US Dollar against the Euro, Swiss Franc and Sterling negatively impacted our sales (denominated in EUR) the positive effect on our costs outweighed the topline impact.

As an IP innovator, the development of our innovation pipeline is a significant growth driver for our business. In this regard, H1 2022 was very successful as we delivered substantial progress on our four most promising innovation platforms, particularly HeiQ AeoniQ and HeiQ Synbio.

HeiQ AeoniQ

HeiQ AeoniQ aims to replace oil-based textiles, namely Polyester which accounts for over 60% of the textile market, with a climate positive, circular filament yarn made of cellulosic. Having already proved the concept of the HeiQ AeoniQ yarn in 2021, we achieved several key commercialization milestones during the period by installing a pilot production plant, securing investment from HUGO BOSS, and signing up The LYCRA Company as exclusive distributor.

 

In H2 2022, we will optimize the product and proprietary production process for the pilot plant whilst also gearing up towards delivery of the first large-scale production plant. This is likely to be located in Portugal and is expected to come on-stream in 2025. Unlike polyester or other textile yarns, HeiQ AeoniQ is designed to have a positive carbon balance and as such we are also progressing in getting the carbon credits certified.

HeiQ Synbio

HeiQ Synbio allows detergents to become much more effective than disinfectants used today. It significantly reduces surface pathogens and antimicrobial resistance which is particularly important for detergents used in hospitals. In H1 2022, we achieved significant milestones on the way to establish symbiotic detergents as a new standard in hospital cleaning. An independent study by the opinion leading Charité University Hospital Berlin, and the Robert Koch-Institute proved symbiotic cleaners far more effective than disinfectants alone. This positions the HeiQ Synbio platform well given that we are seeing that upcoming European Union regulations are expected to favor symbiotic cleaners. With this is mind, we have entered negotiations with major players in the cleaning supply chain with the objective to enter various channels at large scale swiftly.

Financial Review

Revenues

Total revenues in H1 2022 increased by 17% to US$ 30.3m compared to the prior year period (H1 2021: US$ 25.8m). Our "Hygiene" functionality continues to be our largest, comprising 43% of total revenues (US$ 12.9m in H1 2022), despite the 6% year on year decline in this area mainly due to further reduced sales in masks and lockdowns in China.

With US$10.2m in revenue in H1 2022, "Resource Efficiency" has grown an impressive +83% compared to H1 2021 and has now become the second largest functionality in the Group. Driven by revenues from HeiQ AeoniQ and Innovation Services as well as existing process chemicals, it now represents 34% of total revenues.

In line with our strategy to increase the share of revenue from services, license, and royalties, H1 2022 saw revenues of this nature increase from US$1.2m in H1 2021 to US$ 3.9m in H1 2022.

Gross margin

At 46.7%, gross margin for H1 2022 has improved since the previous half year (H2 2021: 43.7%). The uplift of 3% reflects stabilization of underlying product margins as well as the favorable impact of the product mix (including higher share of Services & Licensing/TechFee revenues). Compared to H1 2021, the gross margin is still down 3.5% points (H1 2021: 50.2%) but we remain optimistic that price increases delivered during the period can narrow the gap in the coming months.

Opex

Our operating expenditure ("Opex") (respectively selling & general administration costs) grew US$ 3.3m or 31% over H1 2021 to US$13.9m. Opex located in acquired entities account for an increase of US$ 1.9m. The remaining increase is driven by higher personnel expense, investments in building up the HeiQ AeoniQ team as well as in the organizational structure and systems in general.

Cash

Our cash position as of June 30 2022 is US$ 9.5m, down from US$ 14.5m as at December 31, 2021. About 60% of this decrease is related to investing and financing activities as well as exchange rate effects on cash balances. Investments totaled US$ 4.6m including US$1.6m installment payments for prior period acquisitions. At the same time, we raised US$ 2.3m (net) through financing activities (mainly the sale of a minority stake in HeiQ AeoniQ LLC).

Cash generated from operations (before tax payments) was US$ -1.5m. This decrease was primarily due to investments in working capital of US$ 4.2m. Compared to December 31, 2021, we increased our inventories by US$ 2.4m after strong sales towards the end of 2021 and build-up of inventories for key items. With US$ +1.4m, receivables also show a significant increase as of June 30 2022, compared to December 31 2021. This is mainly driven by two circumstances: At the end of H1 22, after achievement of contractual agreed milestones, we invoiced HUGO BOSS US$ 3m, which was collected in July 2022. Also, due to lockdowns, we faced delays of payments into H2 2022 from certain Chinese distributors.

Results

Six months to

Six months to

Year ended

 

June 30,

June 30,

December 31,

 

2022

2021

2021

 

Comprehensive income

US$'000

US$'000

US$'000

 

Revenue

30,280

25,795

 57,874

Cost of sales

(16,127)

(12,840)

 (30,898)

Gross profit

14,153

12,955

 26,976

Other operating income

2,671

3,166

 6,426

Selling and general administrative expenses

(13,878)

(10,576)

 (24,465)

Other operating expenses

(1,706)

(2,238)

 (5,820)

Operating profit

1,240

3,307

 3,117

Depreciation of property, plant and equipment

644

591

 1,255

Amortization of intangible assets

535

205

 758

Depreciation of right-of-use assets

576

279

 855

Share options and rights granted to Directors and employees

486

387

 498

Adjusted EBITDA

3,481

4,769

6,483

EBITDA Margin (adjusted)

11.5%

18.5%

11.2%

 

Outlook

Despite the continued challenging global market conditions, we remain cautiously optimistic that market expectations will be met for the full year 2022.

The demand for our current and future technology offering remains sound. We are executing our long-term growth strategy and strengthening our innovation and differentiation capabilities as planned. Our sales are traditionally stronger in the second half of the year. We expect several projects to start adding sales in the remaining months as well as securing additional revenues from milestone achievements related to HeiQ AeoniQ. Now that lockdowns in China have ceased, we expect sales in China to gain momentum in H2 2022.

Having already executed price increases during the period to combat inflationary pressures, we are confident that gross margins will continue to recover.

If we look to the mid-term, HeiQ is very well positioned to spearhead the decarbonization of the textile industry. The development of HeiQ AeoniQ is progressing as planned and we remain confident that by the end of the year, yarn can be delivered to customers for first capsule collections of truly carbon negative apparel items. As such, HeiQ AeoniQ remains one of our key focus areas for the months and years ahead. Our ambition remains unchanged to commission, a full-scale production site at the beginning of 2025.

We are excited to continue delivering growth and bringing life enhancing IP to market and thank our shareholders, customers, team and advisers for their support.

Esther Dale-Kolb

Chairwoman

September 13, 2022

 

Condensed consolidated statement of comprehensive income

For the six months ended June 30, 2022

Six months to

Six months to

Year ended

June 30,

June 30,

December 31,

2022

2021

2021

 

Comprehensive income

Note

US$'000

US$'000

US$'000

 

Revenue

6

30,280

 25,795

57,874

Cost of sales

7

(16,127)

 (12,840)

 (30,898)

Gross profit

14,153

 12,955

26,976

Other operating income

6

2,671

 3,166

 6,426

Selling and general administrative expenses

7

(13,878)

 (10,576)

 (24,465)

Other operating expenses

7

(1,706)

 (2,238)

 (5,820)

Operating profit

1,240

 3,307

 3,117

Other income

77

 38

199

Other costs

(29)

 (213)

 (361)

Finance income

442

 520

 534

Finance costs

17

(537)

 (282)

 (597)

Income before taxation

1,193

 3,370

 2,686

Taxation

8

(287)

 (522)

 (212)

Income after taxation

906

 2,848

 2,474

Earnings per share (cents) - basic

9

0.84

2.46

2.07

Earnings per share (cents) - diluted

9

0.81

2.38

2.01

Other comprehensive income

Exchange differences on translation of foreign operations

 

(1,970)

 

 (1,723)

 (1,662)

Items that may be reclassified to profit or loss in subsequent periods

 

 

(1,970)

 

 (1,723)

(1,662)

Actuarial gains / (losses) from defined benefit pension plans

 

-

 

 -

 899

Items that will not be reclassified to profit or loss in subsequent periods

 

 

-

 

-

 

 899

Total comprehensive income for the period/year

 

(1,064)

1,125

1,711

Income attributable to:

 

 

 

 

 

Equity holders of HeiQ

1,112

 3,126

 2,676

Non-controlling interests

(206)

 (278)

(202)

 

906

2,848

2,474

 

 

 

 

 

 

Comprehensive income / (loss) attributable to:

 

 

 

 

 

Equity holders of the Company

(858)

 1,403

1,913

Non-controlling interests

(206)

 (278)

(202)

 

(1,064)

1,125

1,711

Condensed consolidated statement of financial position

As at June 30, 2022

 

 

As at

As at

 

June 30,

December 31,

 

2022

2021

Assets

Note

US$'000

US$'000

Intangible assets

10

33,448

32,212

Property, plant and equipment

11

6,823

 6,865

Right-of-use assets

12

9,114

 9,079

Deferred tax assets

8

874

 701

Other non-current assets

153

 333

Non-current assets

 

 

50,412

49,190

Inventories

16,184

 13,770

Trade receivables

13

21,512

18,050

Other receivables and prepayments

5,143

6,275

Cash and cash equivalents

9,488

 14,560

Current assets

 

52,327

52,655

Total assets

 

102,739

101,845

Equity and Liabilities

Share capital

14

53,023

 51,523

Capital reserve

14

147,583

 144,191

Other reserve

(1,144)

 (1,144)

Share-based payment reserve

14

889

 474

Merger reserve

(126,912)

 (126,912)

Currency translation reserve

(695)

 1,275

Retained deficit

(2,249)

 (5,823)

Equity attributable to owners of the parent

 

70,495

 63,584

Non-controlling interests

601

1,053

Total equity

71,096

 64,637

Lease liabilities

12

7,977

 8,176

Long-term borrowings

17

668

 670

Deferred tax liability

8

1,737

1,894

Other non-current liabilities

16

2,293

 2,619

Total non-current liabilities

 

12,675

 13,359

Trade and other payables

7,928

9,359

Accrued liabilities

4,100

 4,538

Income tax liability

8

111

 51

Deferred revenue

3,972

1,774

Short-term borrowings

17

1,503

 1,004

Lease liabilities

12

1,262

 1,054

Other current liabilities

18

92

 6,069

Total current liabilities

 

 

18,968

 23,849

Total liabilities

 

 

31,643

37,208

Total liabilities and equity

102,739

 101,845

The Notes form an integral part of these Condensed Consolidated Financial Statements. The Financial Statements were approved and authorized for issue by the Board of Directors on September 12, 2022 and signed on its behalf by:

Xaver Hangartner

Chief Financial Officer

September 12, 2022

Condensed consolidated statement of changes in shareholders' equity

For the six months ended June 30, 2022

Share

capital

Capital

reserve

Other

reserve

Share- based payment reserve

Merger

reserve

Currency translation

reserve

Retained deficit

Non- controlling interests

Total

equity

Note

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at January 1, 2021

49,559

134,537

(2,043)

50

(126,912)

2,937

(8,499)

(20)

49,609

Income after taxation

-

-

-

-

-

 2,676

 (202)

2,474

Other comprehensive (loss)/income

-

-

 899

 -

 -

 (1,662)

-

 -

(763)

Total comprehensive (loss)/income for the year

 -

 -

 899

 -

 -

(1,662)

2,676

 (202)

1,711

Issuance of shares

 1,964

9,654

-

-

-

-

-

-

11,618

Share-based payment charges

-

-

-

 424

-

-

-

-

424

Amounts arising on business combinations

-

-

-

-

-

-

-

1,275

1,275

Transactions with owners

 1,964

9,654

 -

424

 -

 -

 -

1,275

13,317

Balance at December 31, 2021

 

 51,523

 144,191

 (1,144)

474

 (126,912)

 1,275

 (5,823)

1,053

 64,637

 

Income after taxation

-

-

-

-

-

-

 1,112

 (206)

906

Other comprehensive (loss)/income

-

-

 -

 -

 -

 (1,970)

-

 -

 (1,970)

Total comprehensive (loss)/income for the year

 -

 -

 -

 -

 -

 (1,970)

 1,112

 (206)

 (1,064)

Issuance of shares

14

 1,500

 3,392

-

-

-

-

-

-

 4,892

Share-based payment charges

14

-

-

-

 415

-

-

-

-

 415

Dividends paid to minority shareholders

15

-

-

-

-

-

-

-

 (243)

 (243)

Transfer on disposal of non-controlling interest

4

-

-

-

-

-

-

 2,462

 (3)

 2,459

Transactions with owners

 1,500

 3,392

 -

 415

 -

 -

 2,462

 (246)

 7,523

Balance at June 30, 2022

 

 53,023

 147,583

 (1,144)

 889

 (126,912)

 (695)

 (2,249)

 601

 71,096

 

Condensed consolidated statement of cash flows

For the six months ended June 30, 2022

 

Six months to

Six months to

Year ended

 

June 30,

June 30,

December 31,

 

2022

2021

2021

US$'000

US$'000

US$'000

Cash flows from operating activities

Income before taxation

1,193

3,370

2,686

Cash flow from operations reconciliation:

Depreciation and amortization

1,755

1,075

2,868

Impairment expense

-

-

144

Gain on disposal of property, plant and equipment

(9)

-

(54)

Loss on disposal of property, plant and equipment

12

-

20

Gain on earnout consideration

-

-

(80)

Finance costs

54

160

221

Finance income

(1)

(5)

(18)

Pension expense

117

132

156

Non-cash equity compensation

486

387

498

Gain from lease modification

(68)

-

-

Foreign exchange differences

(860)

(118)

(877)

Working capital adjustments:

Decrease (Increase) in inventories

(2,414)

2,369

2,028

Decrease (Increase) in trade and other receivables

(1,397)

455

(4,741)

Increase (decrease) in trade and other payables

, accrued liabilities and deferred revenue

(342)

(3,489)

3,092

Cash generated from operations

(1,474)

4,336

5,943

Taxes paid

(529)

(1,442)

(2,462)

Net cash generated from operating activities

(2,003)

2,894

3,481

Cash flows from investing activities

Consideration paid for acquisitions of businesses

(1,587)

(8,444)

(10,994)

Cash assumed on acquisitions of businesses

-

2,121

2,137

Purchase of property, plant and equipment

(1,060)

(284)

(994)

Proceeds from the disposal of property, plant and equipment

37

66

138

Development and acquisition of intangible assets

(1,946)

(1,329)

(2,969)

Finance income

1

5

18

Net cash from / (used in) investing activities

(4,555)

(7,865)

(12,664)

Cash flows from financing activities

Finance costs

(54)

(160)

(221)

Repayment of leases

(521)

(263)

(790)

Proceeds from disposals of minority interests

2,459

-

-

Proceeds from borrowings

818

472

472

Repayment of borrowings

(163)

(113)

(803)

Dividends paid to minority shareholders

(243)

-

-

Net cash (used in) / from financing activities

2,296

(64)

(1,342)

Net increase (decrease) in cash and cash equivalents

(4,262)

 (5,035)

(10,525)

Cash and cash equivalents - beginning of the year

14,560

 25,695

25,695

Effects of exchange rate changes on the balance of cash held in foreign currencies

(810)

 (750)

(610)

Cash and cash equivalents - end of the period/year

9,488

 19,910

14,560

Note: Non-cash transactions: Certain shares were issued during the year for a non-cash consideration as described in Note 14.

 

Notes to the Consolidated Financial Statements for the six months ended June 30, 2022

1. General information

HeiQ PLC (the "Company") and its subsidiaries (together, the "Group") is an IP innovator and established global brand in materials and textile innovation, adding hygiene, comfort, protection and sustainability to the products we use every day. Active in multiple markets: textiles, carpets, antimicrobial plastics, conductive coatings, medical devices, probiotic household cleaners, personal care and hospital hygiene, HeiQ has created some of the most effective, durable and high-performance technologies in these markets today. The principal activity of the Company is that of a holding company for the Group, as well as performing all administrative, corporate finance, strategic and governance functions of the Group.

The Company was incorporated on May 14, 2014 as Auctus Growth Limited, in England and Wales under the Companies Act 2006 with company number 09040064. The Company was re-registered as a public company on July 24, 2014. On December 4, 2020, following a reverse takeover of Swiss-based HeiQ Materials AG, the Company's name was changed to HeiQ PLC. The Company's registered office is 5th Floor, 15 Whitehall, London, SW1A 2DD.

After the reverse takeover, the Company's enlarged share capital was Re-admitted to the standard segment of the Official List and initiation of trading on the London Stock Exchange's Main Market commenced on December 7, 2020 under the ticker "HEIQ". The ISIN of the Ordinary Shares is GB00BN2CJ299 and the SEDOL Code is BN2CJ29.

 

2. Basis of preparation and measurement

a. Basis of preparation

The unaudited condensed consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34 "Interim Financial Reporting" (IAS 34). Other than as noted below, the accounting policies applied by the Group in the preparation of these interim financial statements are the same as those set out in the Company's audited financial statements for the year ended December 31, 2021. These financial statements have been prepared under the historical cost convention except for certain financial and equity instruments that have been measured at fair value.

These condensed financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the audited financial statements for the year ended December 31, 2021.

Statutory accounts for the year ended December 31, 2021 have been filed with the Registrar of Companies and the auditor's report was unqualified, did not contain any statement under Section 498(2) or 498(3) of the Companies Act 2006 and did not contain any matters to which the auditors drew attention without qualifying their report.

The condensed interim financial statements are unaudited and have not been reviewed by the auditors and were approved by the Board of Directors on September 9, 2022.

Unless otherwise stated, the Condensed Consolidated Financial Statements are presented in United States Dollars ($) which is the presentational currency of the Group, and all values are rounded to the nearest thousand dollars except where otherwise indicated.

b. Going concern

The Interim Financial Statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realization of assets and the settlement of liabilities in the normal course of business. The Directors have reviewed the Group's overall position and outlook and are of the opinion that the Group is sufficiently well funded to be able to operate as a going concern for at least the next twelve months from the date of signing these financial statements.

c. Basis of consolidation

The Condensed Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries.

On December 7, 2020, HeiQ Plc became the legal parent of HeiQ Materials AG by way of reverse acquisition. The cost of the acquisition is deemed to have been incurred by HeiQ Materials AG, the legal subsidiary, in the form of equity instruments issued to the owners of the legal parent. This acquisition has been accounted for as a reverse acquisition.

Business combinations other than reverse acquisitions are accounted for under the acquisition method.

d. New standards, interpretations and amendments effective for the current period

The following new standards and amendments were effective for the first time in these financial statements but did not have a material effect on the Group:

 

- Annual Improvements to IFRS: 2018-2020 Cycle

- Conceptual Framework for Financial Reporting (Amendments to IFRS 3)

- IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment - Onerous Contracts - Cost of Fulfilling a Contract)

- IAS 16 Property, Plant and Equipment (Amendment - Proceeds before Intended Use)

3. Significant accounting policies

The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 financial statements.

New and amended standards and Interpretations issued by the IASB that will apply for the first time in the next annual financial statements are not expected to impact the Group as they are either not relevant to the Group's activities or require accounting which is consistent with the Group's current accounting policies.

Use of estimates and judgements

There have been no material revisions to the nature and amounts of estimates of amounts reported in prior periods.

4. Significant events and transactions

Disposal of non-controlling interest in HeiQ AeoniQ LLC

On February 11, 2022, HeiQ Materials AG reached an agreement with Hugo Boss AG to dispose of 2.5% of its shareholding in HeiQ AeoniQ LLC.

HeiQ AeoniQ LLC is the exclusive licensee of the AeoniQ technology under an intragroup license agreement (the "HeiQ AeoniQ License") between HeiQ and HeiQ AeoniQ LLC dated February 4, 2022.

The consideration for the transfer of such shares to Hugo Boss was €875 (approximately US$1,000). Additionally, Hugo Boss agreed to pay an amount of €2,229,125 into the capital reserves of HeiQ AeoniQ LLC.

The sale and transfer of the shares in HeiQ AeoniQ LLC was agreed on February 11, 2022 and the payment into the capital reserves of HeiQ Aeonic LLC was collected in March 2022.

Furthermore, after HeiQ fulfilled certain contractually agreed milestones, Hugo Boss paid an additional amount of €2,200,000 (approx. US$ 2,459,000) into the capital reserves of HeiQ AeoniQ LLC in July 2022.

The effect of the disposal on the Group's financial statements is summarized as follows:

Condensed consolidated statement of changes in shareholders' equity

US$'000

Retained deficit

2,462

Non-controlling interests

(3)

Equity

2,459

Condensed consolidated statement of cash flows

US$'000

Proceeds from disposals of non-controlling interests

2,459

Net cash (used in) / from financing activities

2,459

 

The net liabilities of HeiQ AeoniQ LLC were valued at US$136,000 as at February 11, 2022. Therefore, the value of the 2.5% shareholding disposed was valued at US$3,000.

5. Segmental reporting

The Directors consider that the Group has one reportable segment, that of materials innovation which focuses on scientific research, manufacturing and consumer ingredient branding. Accordingly, all revenues, operating results, assets and liabilities are allocated to this activity.

The Group also analyses and measures its performance into geographic regions, specifically Europe, North & South America and Asia.

6. Revenue and other operating income

The Group's activities are materials innovation which focuses on scientific research, manufacturing and consumer ingredient branding. The primary source of revenue is the production and sale of functional ingredients, materials, and finished goods. Other sources of revenues include research and development services as well as laboratory work.

The Group classifies the functionalities of the different type of products into the functionalities of Comfort, Hygiene, Protection and Resource efficiency.

Revenues were mainly generated in regions Europe, North & South America and Asia. The following table reconciles HeiQ Group's revenue for the periods presented: 

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Revenue by type of product

US$'000

US$'000

US$'000

Revenue recognized at point in time

Functional ingredients

21,156

19,890*

43,661

Functional materials

434

249

850

Functional consumer goods

4,803

4,469*

10,069

Services, royalties and others

3,179

1,187

2,692

Revenue recognized over time

Licenses

707

-

602

Total revenue

30,280

25,795

57,874

\* The comparative analysis of revenue for the six months ended June 30, 2021 has been restated to more fairly reflect the revenues from each product consistent with the analysis presented in the audited financial statements for the year ended December 31, 2021.

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Revenue by functionality

US$'000

US$'000

US$'000

Comfort

5,689

5,419

12,979

Hygiene

12,912

13,790

29,314

Protection

1,439

997

2,076

Resource efficiency

10,241

5,589

13,505

Total revenue

30,280

25,795

57,874

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Revenue by territory

US$'000

US$'000

US$'000

North & South America

11,820

9,551

 21,689

Asia

8,955

8,880

 19,636

Europe

9,327

7,093

 16,237

Others

177

271

 312

Total revenue

30,280

25,795

57,874

 

During the period ended June 30, 2022, no customer individually totaled more than 10% of total revenues (2021: one customer). 

 

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Other operating income

US$'000

US$'000

US$'000

Foreign exchange gains

2,334

2,030

5,032

Other

337

1,136

1,934

Total other operating income

2,671

3,166

6,426

 

7. Expenses by nature

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Cost of goods sold

US$'000

US$'000

US$'000

Material expenses

12,114

 10,033

 24,581

Personnel expenses

1,477

 1,070

 2,164

Depreciation of property, plant and equipment

342

 280

 706

Other costs of goods

2,194

 1,457

 3,447

Total cost of goods sold

16,127

 12,840

30,898

 

Selling and general administration

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

expenses

US$'000

US$'000

US$'000

Personnel expenses

7,808

 5,468

13,074

Depreciation of property, plant and equipment

302

 311

549

Amortization of intangible assets

535

 205

 758

Depreciation of right-of-use assets

576

 279

 855

Other

4,657

 4,313

9,229

Total selling and general administration expenses

13,878

10,576

24,465

 

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Personnel expenses

US$'000

US$'000

US$'000

Wages and salaries

7,930

5,363

12,708

Social security and other payroll taxes

624

 471

1,387

Pension costs

244

 317

645

Share-based payments

486

387

498

Total personnel expenses

9,285

6,538

15,238

 

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Other operating expenses

US$'000

US$'000

US$'000

Foreign exchange losses

1,620

1,583

4,671

Impairment expense

-

-

144

Other

86

655

1,005

Total other operating expenses

1,706

 2,238

5,820

 

8. Taxation

The components of the provision for taxation on income included in the "Condensed Consolidated Statement of Other Comprehensive Income" are summarized below:

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Current income tax expense

US$'000

US$'000

US$'000

Swiss corporate income taxes

30

(6)

(282)

United States state and federal taxes

383

314

(33)

Taiwan corporate income taxes

78

83

200

Belgium corporate income taxes

76

176

186

Germany corporate income taxes

(17)

127

301

Others

79

4

39

Total current income tax expense

629

698

411

 

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Deferred income tax expense

US$'000

US$'000

US$'000

Switzerland

(69)

(78)

(190)

China

(128)

-

(146)

United States

(71)

-

138

Spain

-

(38)

108

Others

(74)

(60)

(109)

Total deferred income tax expense (income)

(342)

(176)

(199)

 

Total income tax expense

287

522

212

 

Six months

 ended

June 30,

2022

Year ended

December 31,

2021

Tax liability

US$'000

US$'000

Opening balance

51

1,495

Tax liability acquired in business combinations

-

638

Income tax expense for the period / year

629

411

Taxes paid

(529)

(2,462)

Foreign currency movements

(40)

(31)

Closing balance

111

51

 

The Group had net deferred tax liabilities of US$863,000 as at June 30, 2022 (Net deferred tax liabilities of US$ 1,193,000 at December 31, 2021).

The components of the net deferred income tax assets and liabilities are as follows:

 

Period ended

June 30,

2022

Year ended

December 31,

2021

Deferred taxes

US$'000

US$'000

Deferred tax assets

Pension fund obligations

433

429

Tax losses recognized

285

178

Share-based payment expense

136

88

Others

16

6

Total deferred tax assets

874

701

Deferred tax liabilities

Capital allowances and depreciation

(1,737)

(1,894)

Total deferred tax liabilities

(1,737)

(1,894)

Net deferred tax assets (liabilities)

(863)

(1,193)

 

As at June 30, 2022, the Group had approximately US$285,000 of tax losses available to be carried forward against future profits (December 31, 2021: US$178,000; June 30, 2021: US$327,000).

In applying judgement in recognizing deferred tax assets, management has critically assessed all available information, including future business profit projections and the track record of meeting forecasts. Management expects the deferred tax asset to be substantially recovered in 2022.

9. Earnings per share

The calculation of earnings per share is based on the following earnings and number of shares:

 

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Earnings per share

US$'000

US$'000

US$'000

Profit after tax attributable to owners of the Company

1,112

3,126

2,676

Basic earnings per share (cents)

0.84

2.46

2.07

Diluted earnings per share (cents)

0.81

2.38

2.01

Basic weighted average number of shares in issue

131,781,726

127,214,811

128,871,639

Diluted weighted average number of shares in issue

136,936,164

131,222,146

132,718,333

10. Intangible assets

Goodwill

 

 

Internally developed assets

Brands

& Customer relations

 

Acquired technologies

 

Other intangible assets

Total

 

 

Cost

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

As at January 1, 2021

3,516

1,851

295

-

491

6,153

Reclasses

-

(725)

-

-

725

 -

Additions through business combinations

18,599

3,226

2,501

580

 

24,906

Additions arising from internal development

-

2,390

-

-

-

 

 2,390

Other acquisitions

-

-

-

-

579

579

Currency translation differences

-

(7)

-

-

(43)

 (50)

As at December 31, 2021

22,115

3,509

3,521

2,501

2,332

33,978

Additions arising from internal development

 

-

 

1,840

 

-

 

 

-

 

106

 

1,946

Currency translation differences

-

(171)

-

-

(50)

(222)

As at June 30, 2022

22,115

5,177

3,521

2,501

2,388

35,702

 

Amortization

As at January 1, 2021

-

432

107

-

350

889

Reclasses

-

(19)

-

-

19

-

Amortization for the year

-

50

367

177

164

758

Impairment expense

123

21

-

-

-

144

Currency translation differences

-

(10)

-

-

(15)

(25)

As at December 31, 2021

123

474

474

177

518

1,766

Amortization for the period

-

50

259

125

101

535

Currency translation differences

-

(23)

-

-

(24)

(47)

As at June 30, 2022

123

501

733

302

595

2,254

Net book value

As at December 31, 2021

21,992

3,035

3,047

2,324

1,814

32,212

As at June 30, 2022

21,992

4,676

2,788

2,199

1,793

33,448

 

11. Property, plant and equipment

 

Machinery and equipment

Motor vehicles

Computers and software

Furniture and fixtures

Land and buildings

 

Total

 

 

Cost

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

As at January 1, 2021

6,779

492

810

132

-

8,213

Additions through business combinations

 191

 19

 24

 171

 1,675

 2,080

Additions

 596

 67

 104

 213

 14

 994

Disposals

 (30)

 (37)

 -

 (15)

 (68)

 (150)

Currency translation differences

 (248)

 (5)

 (24)

 (27)

 (98)

 (402)

As at December 31, 2021

7,288

536

914

474

1,523

10,735

Additions

950

2

74

27

7

1,060

Disposals

(62)

(6)

-

-

-

(68)

Currency translation differences

(394)

(6)

(45)

(30)

(123)

(598)

As at June 30, 2022

7,782

526

943

471

1,407

11,129

 

Depreciation

As at January 1, 2021

2,002

242

464

38

-

2,746

Charge for the year

797

118

168

55

117

1,255

Eliminated on disposal

 (13)

 (26)

 -

 (7)

 -

 (46)

Currency translation differences

 (63)

 (4)

 (13)

 (5)

 (85)

As at December 31, 2021

2,723

330

619

86

112

3,870

Charge for the period

380

52

91

57

64

644

Eliminated on disposal

(25)

(3)

-

-

-

(28)

Currency translation differences

(125)

(3)

(32)

(7)

(13)

(179)

As at June 30, 2022

2,953

376

678

136

163

4,306

Net book value

As at December 31, 2021

4,565

206

295

388

1,411

6,865

As at June 30, 2022

4,829

150

265

335

1,244

6,823

 

 

12. Right-of-use assets

Land and buildings

Motor vehicles

Machinery and equipment

Total

Cost

US$'000

US$'000

US$'000

US$'000

As at January 1, 2021

3,701

76

41

3,818

Additions through business combinations

 1,186

 300

 150

 1,636

Additions

 5,147

 289

 393

 5,829

Disposals due to expiry of lease

 -

 (33)

 (9)

 (42)

Currency translation differences

 (120)

 (21)

 2

 (139)

As at December 31, 2021

9,914

611

577

11,102

Additions

 7

 102

 1,572

 1,681

Disposals due to expiry of lease

 -

 (36)

 -

 (36)

Modification to lease terms*

 (1,199)

 -

 -

 (1,199)

Currency translation differences

 (575)

 (49)

 (51)

 (675)

As at June 30, 2022

 8,147

 628

 2,098

 10,874

 

Depreciation

As at January 1, 2021

1,182

60

12

1,254

Charge for the year

655

89

111

855

Disposals due to expiry of lease

 -

 (32)

 (9)

 (41)

Currency translation differences

 (34)

 (8)

 (3)

 (45)

As at December 31, 2021

1,803

109

111

2,023

Charge for the period

442

70

64

576

Disposals due to expiry of lease

 -

 (36)

 -

 (36)

Modification to lease terms*

 (693)

 -

 -

 (693)

Currency translation differences

 (82)

 (13)

 (17)

 (111)

As at June 30, 2022

 1,470

 131

 158

 1,760

Net book value

As at December 31, 2021

 8,111

 502

 466

 9,079

As at June 30, 2022

 6,677

 497

 1,940

 9,114

 

\* The Group agreed to shorten the agreed lease terms of two existing leases from 2032 to 2027. These modifications have resulted in a reduction in the total amounts payable under the leases and a reduction to both of the right-of-use assets and lease liabilities with effect from the date of modification as follows:

 

Before revaluation

After revaluation

Revaluation

Revaluation

US$'000

US$'000

Right-of-use assets

1,385

879

(506)

Lease liabilities

(1,453)

(879)

574

Impact on net assets

68

-

68

 

The impact on net assets was recognized as non-operating income.

Future minimum lease payments associated with these leases were as follows:

Six months

 ended

June 30,

2022

Year ended

December 31,

2021

Lease liabilities

US$'000

US$'000

Not later than one year

 1,373

1,115

Later than one year and not later than five years

 4,796

3,689

Later than five years

 3,949

5,525

Total minimum lease payments

 10,118

10,329

Less: Future finance charges

 (879)

(1,099)

Present value of minimum lease payments

 9,239

9,230

 

Six months

 ended

June 30,

2022

Year ended

December 31,

2021

Lease liabilities

US$'000

US$'000

Current liability

 1,262

1,054

Non-current liability

 7,977

8,176

Present value of minimum lease payments

 9,239

9,230

 

 

13. Trade receivables

The majority of trade receivables are current, and the Directors believe these receivables are collectible. The Directors consistently assess the collectability of these receivables. As at June 30, 2022, the Directors considered a portion of these receivables uncollectable and recorded a provision in the amount of US$1.3 million (June 30, 2021: US$716,000; December 31, 2021: US$1.5 million).

As at

June 30,

2022

As at

December 31,

2021

Trade receivables

US$'000

US$'000

Trade receivables

22,784

19,523

Provision for expected credit loss

(1,272)

(1,473)

Total trade receivables

21,512

18,050

 

14. Share capital and share options

Movements in the Company's share capital were as follows:

Number of shares

Share capital

Capital reserve

Totals

No.

US$'000

US$'000

US$'000

Balance as of January 1, 2021

125,891,904

49,559

134,537

184,096

Issue of shares to acquire Chrisal NV

1,101,928

456

2,526

2,982

Issue of shares to acquire RAS AG

1,701,821

710

3,946

4,656

Issue of shares to acquire Life Materials

1,887,883

798

3,182

3,980

Balance as at December 31, 2021

130,583,536

51,523

144,191

195,714

Issue of shares to vendors of Life Materials (a)

347,552

141

471

612

Issue of shares as deferred consideration (b)

3,461,615

1,359

2,921

4,280

Balance as at June 30, 2022

134,392,703

53,023

147,583

200,606

 

The par value of all shares is £0.30. All shares in issue were allotted, called up and fully paid.

During the six-month period ended June 30, 2022, the Company made the following issues of shares:

a) On February 25, 2022, HeiQ Plc issued 347,552 new ordinary shares of £0.30 each in the Company. These shares were allotted to the vendors of Life Material Technologies Limited to satisfy a closing working capital adjustment in the amount of US$ 612,000 in connection with the Company's acquisition of Life in June 2021.

b) On May 12, 2022, HeiQ Plc issued a total of 3,461,615 ordinary shares as part of the deferred consideration paid pursuant to the acquisitions of RAS AG, Regensburg, Germany ("RAS AG") and Life Material Technologies Limited ("LIFE").

- In relation to the acquisition of RAS AG, the Company made a payment of €2.6 million (approximately US$2.88 million), based on RAS AG's performance for the year ended December 31, 2021. The deferred consideration was settled entirely through the issue of 2,743,941 ordinary shares in the capital of the Company.

- In relation to the acquisition of LIFE, the Company made a payment of US$2.8 million, based on LIFE's financial performance for the year ended December 31, 2021. The deferred consideration was settled equally in cash (US$1.4 million) and through the issue of 717,674 ordinary shares (US$1.4 million) in the capital of the Company. The share issue satisfied earnout payments as part of the purchase consideration of US$640,000 as well as share-based payments made as remuneration of US$764,000 which were not part of the purchase consideration.

Share-based payment expense

Part of the US$764,000 remuneration mentioned above had previously been accrued for as deferred consideration in relation to the acquisition of Life Materials AG (year ended December 31, 2021: US$74,000). An additional expense of US$71,000 was recognized in the period ended June 30, 2022. The remainder of approximately US$619,000 is expected to be expensed over the period from July 1, 2023 to June 30, 2026.

Share Option Scheme

The Company has adopted the HeiQ plc Option Scheme.

Under the Option Scheme, awards may be made only to employees and executive directors. The Board will administer the Option Scheme with all decisions relating to awards made to executive directors taken by the Remuneration Committee.

A total of 6,260,000 awards were made under the Option Scheme pursuant to re-admission on December 7, 2020. On October 19, 2021, a total of 2,447,658 share options were issued, with service periods covering January 2022 to December 2024 and an exercise price of £0.903 per share option. On June 15, 2022, a total of 1,472,725 share options were issued, with service periods covering January 2022 to December 2024 and an exercise price of £1.002 per share option.

 

398,872 options were forfeited during the period ended June 30, 2022 (December 31, 2021: nil). No options were exercised or lapsed during the period ended June 30, 2022. Accordingly, as at June 30, 2022 9,781,511 options remained in place (December 31, 2021: 8,707,658).

The share-based payment expense arising from these share-based payment transactions recognized in the period ended June 30, 2022 was US$415,000 (year ended December 31, 2021: US$424,000).

15. Dividends paid by subsidiary

In June 2022, Chrisal NV declared and paid out a dividend in the amount of €470,000 (approximately US$496,000) of which 49% or US$243,000 was paid to minority shareholders.

16. Other non-current liabilities

As at

June 30,

2022

As at

December 31,

2021

Other non-current liabilities

US$'000

US$'000

Defined benefit obligation IAS 19

2,293

2,281

Deferred consideration in relation Chemtex acquisition

-

88

Other

-

250

Total other non-current liabilities

2,293

2,619

 

17. Borrowings and finance costs

The principal changes in borrowings during the period ended June 30, 2022 were as follows:

- a bank loan taken out in May 2022 which incurs interest at 1.05%. It is repayable by April 2023. As at June 30, 2021, €208,515 (US$218,000) is outstanding; and

- a bank loan taken out in April 2022 which incurs interest at 2.45%. It is repayable by March 2023. As at June 30, 2022, €408,000 (US$427,000) is outstanding.

The following table provides a reconciliation of the Group's future maturities of its total borrowings for each period presented:

As at

June 30,

2022

As at

December 31,

2021

Borrowings

US$'000

US$'000

Not later than one year

1,503

1,004

Later than one year but less than five years

538

457

After more than five years

130

213

Total borrowings

2,171

1,674

 

The following table represents the Group's finance costs for each period presented:

Six months to

June 30,

2022

Six months to

June 30,

2021

Year ended

December 31,

2021

Finance costs

US$'000

US$'000

US$'000

Amortization of deferred finance costs - acquisition costs

-

71

58

Lease finance expense

95

42

145

Interest on borrowings

42

58

108

Bank fees

32

31

55

Loss on foreign currency transactions

368

80

231

Total finance costs

537

282

597

 

18. Other current liabilities

As at

June 30,

2022

As at

December 31,

2021

Other current liabilities

US$'000

US$'000

Deferred consideration in relation to acquisitions

92

5,995

Deferred consideration in relation to share-based payments

-

74

Total other current liabilities

92

6,069

 

As more fully described in Note 14, the Company settled a total of US$5.5 million of deferred consideration relating to the acquisition of RAS AG and Life Materials by way of cash and share issues. A further US$187,000 in cash payments related to the Chemtex acquisition in 2017.

The deferred consideration and related financing expense are summarized below:

As at

June 30,

2022

As at

December 31,

2021

Deferred consideration

US$'000

US$'000

Balance brought forward

6,083

1,116

Additions from acquisitions

-

5,884

Amortization of fair value discount

-

58

Gain on earnout calculation

-

(80)

Consideration settled in cash

(1,587)

(908)

Consideration settled through share issue

(4,132)

-

Foreign exchange revaluation

(272)

13

Deferred consideration carried forward

92

6,083

Current liability

92

5,995

Non-current liability

-

88

Total 

92

6,083

 

19. Notes to the statements of cash flows

Net debt reconciliation:

Six months ended June 30, 2022

Opening balances

New agreements

Modi-fications

Assumed on acquisition of subsidiaries

Cash movements

Foreign exchange differences

Closing balances

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Cash and cash equivalents

14,560

-

-

-

(4,262)

(810)

9,488

Leases

(9,230)

(1,681)

574

-

521

577

(9,239)

Borrowings

(1,674)

(818)

-

-

163

158

(2,171)

Totals

3,656

(2,499)

574

-

(3,578)

(75)

(1,922)

Year ended December 31, 2021

Opening balances

New agreements

Modi-fications

Assumed on acquisition of subsidiaries

Cash movements

Foreign exchange differences

Closing balances

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Cash and cash equivalents

 25,695

-

-

-

 (10,525)

 (610)

 14,560

Leases

 (2,652)

 (5,829)

-

 (1,636)

 790

 97

 (9,230)

Borrowings

 (1,573)

 (472)

-

 (579)

 803

 147

 (1,674)

Totals

 21,470

 (6,301)

 (6,301)

 (2,215)

 (8,932)

 (366)

 3,656

 

Reconciliation of cash movements on business combinations:

Consideration payment for acquisition of RAS AG

1,400

Consideration payment for acquisition of Chemtex

187

Consideration payment for acquisitions of businesses

 

1,587

 

20. Contingencies and provisions

The Group is, from time to time, involved in claims and legal proceedings.

As at June 30, 2022, there is a potential claim with regards to a customer contract in the amount of up to US$ 175,000. As at June 30, 2022, no amounts had been accrued related to that matter (31 December, 2021: $nil).

As disclosed in the annual report for the year ended 2021, the Group was contacted by the United States Environmental Protection Agency ("EPA") in connection with potential alleged violations of the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA") pertaining to alleged mislabelling. As at June 30, 2022, the Company has assessed the claim and made a provision for US$200,000 (31 December, 2021: $nil).

21. Related party transactions

In the six months ended June 30, 2022 goods that were in stock as of December 31, 2021 have been sold to a company controlled by a minority shareholder at cost value. However, the minority shareholder is not considered a related party to the Group. The value of the transaction amounts to US$900,000.

22. Material subsequent events

On July 26, 2022 the Company received an additional cash amount of €2,200,000 (approx. US$ 2,459,000) from Hugo Boss as capital contribution referred to in Note 4.

On August 9, 2022, the Company issued 164,721 new ordinary shares for a consideration of £173,000 (approximately US$ 208,000) to satisfy certain share payments due to the Company's Innovation Advisory Board, as well as for consultancy and other services provided by third parties.

23. Ultimate controlling party

As at June 30, 2022, the Company did not have any single identifiable controlling party.

 

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END
 
 
IR FFFFIATIFLIF
12
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30th Oct 20237:00 amRNSResults for year ended 31 December 2022
23rd Oct 20237:00 amRNSNotice of Results and Audit Update
29th Sep 20237:00 amRNSAccounts Update
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29th Jun 20237:00 amRNSAGM Statement
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27th Apr 20233:55 pmRNSTemporary Suspension
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12

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