19 Sep 2014 07:00
RM2 International S.A.
Interim Results
RM2 International S.A. ("RM2" or the "Company"), the vertically-integrated innovator in pallet development, manufacture, supply and management, is pleased to announce its unaudited results for the six months to 30 June 2014.
Financial Highlights
· Successful AIM IPO in January 2014 raising gross proceeds of US$225 million (£137.2 million)
· Revenues for the first six months of 2014 of US$0.78 million (H1 2013: nil)
· Loss after tax for the period of US$22.2 million (H1 2013: US$9.0 million)
· Debt free with cash balances of US$115.5 million at 30 June 2014
Operational Highlights
· Recurring revenues being generated from customers across a range of key industries
· Long-term, scalable contracts signed with some of the largest and most recognisable companies in their sectors
· Increase of manufacturing capacity proceeding on schedule
· Management team strengthened further
Ian Molson, Chairman of RM2, commented:
"The decisions made in early 2014 have begun to bear fruit as our production builds alongside demand for our products and solutions. We believe we have put in place the foundations for a business that can grow significantly."
John Walsh, Chief Executive Officer of RM2, commented:
"Recent contract wins for RM2 coincide with an increase in production at our new facility. I am confident in the scalability of these contracts and of both further contract wins and increasing customer demand."
For further information:
RM2 International S.A. | +44 (0)20 8820 1412 |
John Walsh, Chief Executive Officer Jean-Francois Blouvac, Chief Financial Officer Ruari McGirr, Strategic Development and Investor Relations | |
Cenkos Securities plc | +44 (0)20 7397 8900 |
Neil McDonald Alan Stewart | |
RBC Capital Markets | +44 (0)20 7653 4000 |
Stephen Foss Pierre Schreuder | |
Citigate Dewe Rogerson | +44 (0)20 7638 9571 |
Simon Rigby Kevin Smith Shelly Chadda |
Notes to Editors
RM2 International S.A. specialises in pallet development, manufacture, supply and management to establish a leading presence in global pallet supply and improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets. It is quoted on the AIM market of the London Stock Exchange under the symbol RM2.L.
For further information, please visit www.rm2.com
Chairman's and CEO's Statement
We are pleased to present the unaudited interim results for the six months to 30 June 2014.
Operational Review
The Company has begun generating recurring revenues from blue chip customers across a range of key industries. The first of these have now signed long-term, scalable contracts. These customers include some of the largest and most recognisable companies in their sectors. Our continued engagement with an increasing pool of potential customers gives us confidence that we can convert those relationships into further contract wins over the next three months. These closed loop systems are generating significantly greater velocities than previously anticipated.
The Company announced in May that it had entered into a lease for a new, larger, 265,000 square foot production facility in Ontario, Canada. This move was successfully completed on 1 July and the plan for the installation and increase of manufacturing capacity is proceeding on schedule. The new facility is being utilised for pultrusion, fabrication and assembly of BLOCKPal™ pallets and has capacity for approximately four million BLOCKPal™ pallets per year. We expect this capacity to be reached by the end of the current year, with a total of 32 pultrusion machines and four automated assembly lines expected to be installed and operating in the facility. The Company will install further automated assembly assets at additional, strategic locations for delivery to RM2's customers in North America and Europe.
As previously announced, pallet production in the first half of the year was seriously impacted by the transfer to the new production facility and therefore pallet production for the year as a whole will be considerably lower than anticipated at the time of the IPO.
During the period under review, the Company has made significant advances in the development of the standard BLOCKPal™ pallet (48" x 40"), successfully modifying the design to both increase its expected life and reduce its weight to below 50 lbs, with consequent efficiencies for the Company and its customers.
The Company completed its successful AIM IPO in January 2014 raising gross proceeds of $225 million (£137.2 million) to expand its production capacity and to fund the production of pallets for rental and sale. A total of $71 million of the IPO proceeds was used to repay certain funding arrangements and to retire warrants, leaving the Company in a debt free position. At 30 June 2014, the Company remains debt-free with cash balances of $115.5 million.
People & Systems
Our overall workforce has expanded significantly during the period in support of our growth strategy and our total staff numbers now exceed 320 across Canada, the US, the UK and Switzerland.
We have also strengthened our senior management team with the appointment of Bill Sanders as Chief Operating Officer and Jean-François (Jeff) Blouvac as Chief Financial Officer.
Bill has more than 27 years of experience in operations and supply chain leadership, having served most recently as vice president and general manager for Ingram Micro Inc, a Fortune 100 company and the world's largest technology distributor and supply chain service provider, and having held senior management positions at Kuehne + Nagel International AG and DHL Supply Chain, a division of Deutsche Post DHL.
Jeff worked for L'Oreal Group, one of the world's leading fast moving consumer goods companies, since 1996 holding a number of senior finance and management roles and most recently serving as Chief Financial Officer of L'Oreal Suisse, responsible for all Swiss market operations and overseeing a turnover of €250m.
Financial Results
The Company recorded revenues for the first six months of 2014 of US$0.78m (H1 2013: nil) and a loss after tax for the period of US$22.2 million (H1 2013: US$9.0 million).
Cash balances were US$115.5 million at 30 June 2014 (30 June 2013: US$3.9 million).
Total equity attributable to the ordinary shareholders of the Group at 30 June 2014 was US$147.0 million, increased from US$7.5 million at 30 June 2013.
Outlook
Following recent contract wins RM2 now has positive momentum throughout the business. We have a world class manufacturing facility and management team. We now have increasing production and capacity and recurring revenues. Working in partnership with our customers, we are able to reduce costs and solve operating problems in critical parts of their logistics chains. The successful penetration of several key industry sectors gives us confidence as to the future large scale deployment of our assets.
Ian Molson, Chairman and John Walsh, Chief Executive Officer
RM2 International S.A.
Unaudited Consolidated Interim financial statements
For the six months ended 30 June 2014
Notes | Six months to 30 June 2014 Unaudited | Six months to 30 June 2013 Unaudited | Year to 31 December 2013 Audited | |
USD | USD | USD | ||
Continuing operations | ||||
Revenue | 781,431 | - | 104,204 | |
Cost of sales | (2,129,306) | - | (47,755) | |
Gross profit | (1,347,875) | - | 56,449 | |
Selling and distribution expenses | (1,632,354) | (410,588) | (837,158) | |
Administrative expenses | (17,663,838) | (5,338,413) | (32,692,224) | |
Other operating expenses | (758,708) | (571,477) | (2,295,949) | |
Other operating income | 93,874 | 297,279 | 1,106,294 | |
Operating loss | (21,308,901) | (6,023,199) | (34,662,588) | |
Impairment of financial asset | - | - | - | |
Finance costs | (1,143,630) | (3,268,635) | (48,600,900) | |
Finance income | 311,238 | 373,147 | 6,063,312 | |
Loss before tax | (22,141,293) | (8,918,687) | (77,200,176) | |
Income tax | (93,218) | (37,639) | (72,768) | |
Loss for the period | (22,234,511) | i.1. (8,956,326) | i.2. (77,272,944) | |
Other comprehensive income | ||||
Other comprehensive income to be reclassified in profit or loss in subsequent periods: | ||||
Exchange difference on translation of foreign operations | 721,780 | 368,399 | 251,078 | |
Other comprehensive income for the year, net of tax | 721,780 | 368,399 | 251,078 | |
Total comprehensive income for the year | (21,512,731) | (8,587,927) | (77,021,866) | |
Loss for the year attributable to: | ||||
Equity holders of the parent | (22,234,511) | (8,955,789) | (77,270,973) | |
Non-controlling interests | - | (537) | (1,971) | |
(22,234,511) | (8,956,326) | (77,272,944) | ||
Total comprehensive income for the year attributable to: | ||||
Equity holders of the parent | (21,512,731) | (8,587,390) | (77,019,895) | |
Non-controlling interests | - | (537) | (1,971) | |
(21,512,731) | (8,587,927) | (77,021,866) | ||
Losses per share | ||||
Basic losses per share attributable to ordinary equity holders of the parent | 9 | (0.07) | (0.07) | (0.62) |
Diluted losses per share attributable to ordinary equity holders of the parent | 9 | (0.07) | (0.07) | (0.62) |
Notes |
30 June 2014 Unaudited | 30 June 2013 Unaudited | 31 December 2013 Audited | |
USD | USD | USD | ||
Assets | ||||
Non-current assets | ||||
Property, plant & equipment | 4 | 22,971,319 | 11,437,157 | 13,985,494 |
Investment property | 5 | 1,572,263 | 1,524,544 | 1,596,847 |
Intangible assets | 6 | 4,569,210 | 41,572 | 3,751,584 |
Other non-current financial assets | - | 60,240 | - | |
29,112,792 | 13,063,513 | 19,333,925 | ||
Current assets | ||||
Inventories | 3,945,946 | - | 1,524,792 | |
Trade and other receivables | 3,642,582 | 3,361,192 | 1,706,754 | |
Other current financial assets | 81,850 | 548,576 | 65,979 | |
Prepayments | 634,901 | 304,480 | 452,873 | |
Cash and cash equivalents | 115,549,118 | 3,946,779 | 4,215,344 | |
123,854,397 | 8,161,027 | 7,965,742 | ||
Total assets | 152,967,189 | 21,224,540 | 27,299,667 | |
Equity and liabilities | ||||
Equity | ||||
Issued capital | 8 | 3,217,772 | 55,287,000 | 1,561,828 |
Share premium | 8 | 219,357,851 | 693,356 | 31,134,458 |
Retained earnings | (92,630,301) | (51,225,146) | (100,836,892) | |
Share based payment reserve | 16,343,324 | - | 15,743,333 | |
Foreign currency translation reserve | 749,695 | 145,236 | 27,915 | |
Warrant reserve | - | 2,500,000 | - | |
Equity attributable to equity holders of the parent | 147,038,341 | 7,400,446 | (52,369,358) | |
Non-controlling interests | - | 69,627 | - | |
Total equity | 147,038,341 | 7,470,073 | (52,369,358) | |
Non-current liabilities | ||||
Interest bearing loans and borrowings | 7 | 2,338,804 | 3,746,888 | 2,371,080 |
Deferred tax liabilities | 556,192 | - | 534,523 | |
2,894,996 | 3,746,888 | 2,905,603 | ||
Current liabilities | ||||
Interest bearing loans and borrowings | 7 | 84,657 | 6,224,678 | 31,230,713 |
Trade and other payables | 2,654,073 | 663,914 | 44,587,313 | |
Deferred income | 16,857 | - | 4,072 | |
Current tax liabilities | 278,265 | 291,420 | 941,324 | |
Derivative warrant liability | - | 2,827,567 | - | |
3,033,852 | 10,007,579 | 76,763,422 | ||
Total liabilities | 5,928,848 | 13,754,467 | 79,669,025 | |
Total equity and liabilities | 152,967,189 | 21,224,540 | 27,299,667 |
Consolidated statement of changes in equity
Attributable to equity holders of the parent | |||||||||||
Share capital | Share premium | Retained earnings | Foreign currency translation reserve | Warrant reserve | Share based payment reserve | Total | Non-controlling interests | Total equity | |||
USD | USD | USD | USD | USD | USD | USD | USD | USD | |||
As at 31 December 2012 (audited) | 55,287,000 | 693,356 | (42,269,357) | (223,163) | - | 13,487,836 | 70,164 | 13,558,000 | |||
Loss for the period | - | - | (8,955,789) | - | - | (8,955,789) | (537) | (8,956,326) | |||
Other comprehensive income | - | - | - | 368,399 | - | 368,399 | - | 368,399 | |||
Total comprehensive income | - | - | (8,955,789) | 368,399 | (8,587,390) | (537) | (8,587,927) | ||||
Issue of warrants | 2,500,000 | 2,500,000 | - | 2,500,000 | |||||||
Transaction with owners | - | - | - | - | 2,500,000 | - | 2,500,000 | - | 2,500,000 | ||
As at 30 June 2013 (unaudited) | 55,287,000 | 693,356 | (51,225,146) | 145,236 | 2,500,000 | - | 7,400,446 | 69,627 | 7,470,073 | ||
Loss for the period | - | - | (68,315,184) | - | - | (68,315,184) | (1,434) | (68,316,618) | |||
Other comprehensive income | - | - | - | (117,321) | - | (117,321) | - | (117,321) | |||
Total comprehensive income | - | - | (68,315,184) | (117,321) | - | (68,432,505) | (1,434) | (68,433,939) | |||
Cancellation of warrant | - | - | - | - | (2,500,000) | - | (2,500,000) | - | (2,500,000) | ||
Absorption of losses | (4,919,270) | - | 4,919,270 | - | - | - | - | - | - | ||
Decrease in par value of shares issued | (44,225,217) | 44,225,217 | - | - | - | - | - | - | - | ||
Losses transferred to share premium | - | (13,784,115) | 13,784,115 | - | - | - | - | - | - | ||
Acquisition of non-controlling interests | - | - | - | - | - | - | - | (68,193) | (68,193) | ||
Purchase and cancellation of own shares | (5,036,773) | - | - | - | - | - | (5,036,773) | - | (5,036,773) | ||
Shares issued in the period | 456,088 | - | - | - | - | - | 456,088 | - | 456,088 | ||
Share based payments | - | - | - | - | - | 15,743,333 | 15,743,333 | - | 15,743,333 | ||
Transaction with owners |
(53,725,172) |
30,441,102 |
18,703,385 | - | - |
15,743,333 |
8,662,648 |
(68,193) |
8,594,455 | ||
i.1. Other movements | - | - | 53 | - | - | - | 53 | - | 53 | ||
As at 31 December 2013 (audited) |
1,561,828 |
31,134,458 |
(100,836,892) |
27,915 | - |
15,743,333 |
(52,369,358) | - |
(52,369,358) | ||
Loss for the year | - | - | (22,234,511) | - | - | - | (22,234,511) | - | (22,234,511) | ||
Other comprehensive income | - | - | - | 721,780 | - | - | 721,780 | - | 721,780 | ||
Total comprehensive income | - | - | (22,234,511) | 721,780 | - | (21,512,731) | - | (21,512,731) | |||
Absorption of losses | (30,441,102) | 30,441,102 | - | - | - | - | - | - | |||
Shares issued in the period | 1,655,944 | 223,097,977 | - | - | - | - | 224,753,921 | - | 224,753,921 | ||
Transaction costs on capital operations | (4,433,482) | - | - | - | - | (4,433,482) | (4,433,482) | ||||
Share based payments | - | - | - | - | - | 599,991 | 599,991 | - | 599,991 | ||
Transaction with owners | 1,655,944 | 188,223,393 | 30,441,102 | - | - | 599,991 | 220,920,430 | - | 220,920,430 | ||
As at 30 June 2014 (unaudited) |
3,217,772 |
219,357,851 |
(92,630,301) |
749,695 | - |
16,343,324 |
147,038,341 | - |
147,038,341 | ||
Notes | Six months to 30 June 2014 Unaudited | Six months to 30 June 2013 Unaudited | Year ended 31 December 2013 Audited | |
Cash flows from operating activities | USD | USD | USD | |
Loss before tax | (22,141,293) | (8,918,687) | (77,200,176) | |
Adjustment to reconcile profit before tax to net cash flows | ||||
Impairment of financial assets | - | - | ||
Amortisation and depreciation of non-current assets | 751,217 | 326,311 | 578,516 | |
Provision for inventory obsolescence | - | 354,581 | (1,447,797) | |
Share based charges | 599,991 | - | 15,743,333 | |
Transaction costs on capital operations, including IPO | 4,570,385 | - | 1,701,995 | |
Finance income | (311,328) | (366,107) | (6,063,312) | |
Finance expenses | 528,487 | 2,894,762 | 48,600,900 | |
Unrealised foreign exchange gains | 1,217,084 | 357,281 | (277,824) | |
Net loss/(gain) on disposal of PPE and intangible assets | 79,130 | - | (737,000) | |
Variation in working capital | ||||
(Increase)/decrease in inventories | (2,421,154) | (354,581) | (76,995) | |
(Increase)/decrease in trade and other receivables | (2,117,850) | 577,968 | 560,484 | |
(Decrease)/Increase in trade and other payables | (2,548,010) | (274,495) | 3,593,681 | |
Income tax paid | (137,270) | (13,988) | 54,584 | |
Net cash flows from operating activities | (21,930,611) | (5,416,955) | (14,969,611) | |
Cash flows from investing activities | ||||
Net purchase of from intangible assets | (851,788) | (3,540) | - | |
Net purchase of from other PPE | (9,662,972) | (2,467,480) | (4,268,631) | |
Loans granted to third parties | (15,872) | - | 5,482,755 | |
Repayment of loan notes | 4,941,128 | |||
Acquisition of a subsidiary, net of cash acquired | - | - | (3,253,708) | |
Finance Income | 311,328 | 366,107 | 336,958 | |
Dividend received from investment | - | 2,302 | ||
Net cash flows from investing activities | (10,219,304) | 2,836,215 | (1,700,324) | |
Cash flows from financing activities | ||||
Issuance of capital | 8 | 224,753,921 | - | 456,088 |
Transaction costs on capital operations, charged against share premium account. | 8 | (4,433,482) | - | - |
Acquisition of non-controlling interests | - | - | (68,193) | |
Transaction costs on capital operations, including IPO | (4,570,385) | - | (1,701,995) | |
Proceeds from other and related party borrowings | 21,436 | 6,232,160 | 24,700,000 | |
Repayment of other and related party borrowings | (31,169,009) | - | (2,779,302) | |
Transaction costs on issue of new borrowings | - | (500,000) | (500,000) | |
Finance Costs | (41,143,630) | (32,705) | (71.154) | |
Net cash flows from financing activities | 143,458,851 | 5,699,455 | 20,035,444 | |
Net change in cash and cash equivalents | 111,308,936 | 3,118,715 | 3,365,509 | |
Increase/decrease in cash and cash equivalents | 111,308,936 | 3,118,715 | 3,365,509 | |
Cash and cash equivalents at 1 January | 4,193,136 | 864,209 | 864,209 | |
Exchange adjustment of cash and cash equivalents | 47,046 | (37,582) | (36,582) | |
Cash and cash equivalents at end of period | 115,549,118 | 3,945,342 | 4,193,136 |
1 Corporate information
RM2 International S.A. (the "Company") is a limited company incorporated and domiciled in Luxembourg with the registration number B132.740. The registered office is located at Rue de la Chapelle 5, L1235 Luxembourg. The Company is the ultimate parent entity of the RM2 Group (the "Group").
The Group is principally engaged in developing, leasing and selling shipping pallets and in providing related logistical services..
The unaudited interim consolidated financial statements do not constitute statutory accounts as defined in Section 404 of the Companies Act 2006.
2 Basis of preparation
The unaudited interim consolidated financial information for the six months ended 30 June 2014 has been prepared following the recognition and measurement principles of IFRS as adopted by the European Union. The interim consolidated financial information does not include all the information and disclosures required in the annual financial information, and should be read in conjunction with the Group's historical financial information for the year ended 31 December 2013.
The accounting policies and basis of preparation adopted are consistent with those followed in the preparation of the Group's historical financial information for the year ended 31 December 2013. None of the newly applicable IFRS standards and amendments had an impact on the Group's interim consolidated financial statements.
Early adopted standards
The Group did not early adopt any new or amended standards and does not plan to early adopt any of the standards issued but not yet effective.
3 Significant accounting judgements, estimates and assumptions
When preparing the interim consolidated financial information, Management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by Management, and will seldom equal the estimated results.
The judgements, estimates and assumptions applied in the interim consolidated financial information, including the key sources of estimation uncertainty, were the same as those applied in the Group's historical financial information for the years ended 31 December 2013.
4 Property, plant and equipment
Land & Building | Plant & Equipment | Construction in progress | Total | |
USD | USD | USD | USD | |
Cost | ||||
As at 1 January 2013 (audited) | 1,860,421 | 6,574,950 | 5,336,483 | 13,771,854 |
Additions | 7,607 | 2,459,873 | - | 2,467,480 |
Transfer | - | 1,701,838 | (1,701,838) | - |
Exchange differences | (62,710) | (213,157) | (97,182) | (373,049) |
As at 30 June 2013 (unaudited) | 1,805,318 | 10,523,504 | 3,537,463 | 15,866,285 |
Additions | 33,345 | 3,396,546 | - | 3,429,891 |
Disposals | - | (891,740) | - | (891,740) |
Other / transfers | - | (22,278) | 22,278 | - |
Acquired through business combinations (note 5) | - | 233,650 | - | 233,650 |
Exchange differences | 104,006 | 4,188 | (22,278) | 85,916 |
As at 31 December 2013 (audited) | 1,942,669 | 13,243,870 | 3,537,463 | 18,724,002 |
Additions | - | 9,662,972 | - | 9,662,972 |
Disposals | (136,068) | - | - | (136,068) |
Other / transfers | 3,433 | (3,433) | - | - |
Exchange differences | (3,964) | (29,943) | - | (33,907) |
As at 30 June 2014 (unaudited) | 1,806,070 | 22,873,466 | 3,537,463 | 28,216,999 |
Depreciation and impairment | ||||
As at 1 January 2013 (audited) | 92,039 | 530,712 | 3,537,463 | 4,160,214 |
Depreciation charge for the period | 23,565 | 281,043 | - | 304,608 |
Exchange differences | (3,338) | (32,356) | - | (35,694) |
As at 30 June 2013 (unaudited) | 112,266 | 779,399 | 3,537,463 | 4,429,128 |
Depreciation charge for the period | 59,936 | 137,531 | - | 197,467 |
Acquired through business combinations | - | 96,643 | - | 96,643 |
Exchange differences | 6,072 | 9,198 | - | 15,270 |
As at 31 December 2013 (audited) | 178,274 | 1,022,771 | 3,537,463 | 4,738,508 |
Depreciation charge for the period | 36,173 | 513,672 | - | 549,845 |
Disposals | (56,938) | - | - | (59,938) |
Other / transfers | 572 | (572) | - | - |
Exchange differences | (47) | (14,312) | - | (14,359) |
As at 30 June 2014 (unaudited) | 158,033 | 1,550,184 | 3,537,463 | 5,245,680 |
Net book value | ||||
As at 30 June 2014 (unaudited) | 1,164,037 | 21,323,282 | - | 22,971,319 |
As at 31 December 2013 (audited) | 1,764,395 | 12,221,099 | - | 13,985,494 |
As at 30 June 2013 (unaudited) | 1,693,052 | 9,744,105 | - | 11,437,157 |
As at 31 December 2012 (audited) | 1,768,382 | 6,044,238 | 1,799,020 | 9,611,640 |
5 Investment property
Investment properties | |
USD | |
Cost | |
As at 1 January 2013 (audited) | 1,681,110 |
Exchange differences | (54,929) |
As at 30 June 2013 (unaudited) | 1,626,181 |
Exchange differences | 100,142 |
As at 31 December 2013 (audited) | 1,726,323 |
Exchange differences | (3,294) |
As at 30 June 2014 (unaudited) | 1,723,029 |
Depreciation and impairment | |
As at 1 January 2013 (audited) | 84,056 |
Depreciation charge for the period | 20,503 |
Exchange differences | (2,922) |
As at 30 June 2013 (unaudited) | 101,637 |
Depreciation charge for the period | 20,905 |
Exchange differences | 6,934 |
As at 31 December 2013 (audited) | 129,476 |
Depreciation charge for the period | 21,543 |
Exchange differences | (253) |
As at 30 June 2014 (unaudited) | 150,766 |
Net book value | |
As at 30 June 2014 (unaudited) | 1,572,263 |
As at 31 December 2013 (audited) | 1,596,847 |
As at 30 June 2013 (unaudited) | 1,524,544 |
As at 31 December 2012 (audited) | 1,597,054 |
6 Intangible assets
Software | Trade names | Customer relationships | Acquired licences and similar intangible assets | Goodwill | Total | |
USD | USD | USD | USD | USD | USD | |
Cost | ||||||
As at 1 January 2013 (audited) | - | - | - | 47,033 | - | 47,033 |
Additions | - | - | - | - | - | - |
As at 30 June 2013 (unaudited) | - | - | - | 47,033 | - | 47,033 |
Additions | - | - | - | - | - | - |
Acquired on business combination | 1,964,184 | 163,682 | 491,046 | - | 1,150,189 | 3,769,101 |
Exchange differences | - | - | - | - | (19,317) | (19,317) |
As at 31 December 2013 (audited) | 1,964,184 | 163,682 | 491,046 | 47,033 | 1,130,872 | 3,796,817 |
Additions | 851,789 | - | - | - | 851,789 | |
Exchange differences | 80,109 | 6,675 | 20,027 | - | 46,122 | 152,933 |
As At 30 June 2014 (unaudited) | 2,896,082 | 170,357 | 511,073 | 47,033 | 1,176,994 | 4,801,539 |
Depreciation and impairment | ||||||
As at 1 January 2013 (audited) | - | - | - | 7,800 | - | 7,800 |
Depreciation charge for the period | - | - | - | (2,339) | - | (2,339) |
As at 30 June 2013 (unaudited) | - | - | - | 5,461 | - | 5,461 |
Impairment in the period | - | - | - | 35,033 | - | 35,033 |
Depreciation charge for the period | - | - | - | 4,739 | - | 4,739 |
As at 31 December 2013 (audited) | - | - | - | 45,233 | - | 45,233 |
Depreciation charge for the period | 133,973 | 11,164 | 33,493 | 1,200 | - | 179,830 |
Exchange differences | 5,449 | 455 | 1,362 | - | - | 7,266 |
As at 30 June 2014 (unaudited) | 139,422 | 11,619 | 34,855 | 46,433 | - | 232,329 |
Net book value | ||||||
As at 30 June 2014 (unaudited) | 2,756,660 | 158,738 | 476,218 | 600 | 1,176,994 | 4,569,210 |
As at 31 December 2013 (audited) | 1,964,184 | 163,682 | 491,046 | 1,800 | 1,130,872 | 3,751,584 |
As at 30 June 2013 (unaudited) | - | - | - | 41,572 | - | 41,572 |
As at 31 December 2012 (audited) | - | - | - | 39,233 | - | 39,233 |
7 Interest-bearing loans and borrowings
Effective interest rate | Maturity date | As at 30 June 2014 Unaudited USD | As at 30 June 2013 Unaudited USD | As at 31December 2013 Audited USD | |
Non-current interest-bearing loans and borrowings | |||||
CHF 2,100,000 Bank loan | 2.4% | 30 November 2015 |
2,328,583 | 2,171,219 | 2,361,142 |
(The loan is secured by a mortgage on the building held by the Group in Switzerland.) | |||||
Due to Mafic SA | - | 1,575,669 | - | ||
Hire purchase liabilities in excess of one year | 10,221 | - | 9,938 | ||
Total non-current interest-bearing loans and borrowings |
2,338,804 |
3,746,888 |
2,371,080 | ||
Current interest-bearing loans and borrowings | |||||
Bank overdraft | Variable | On-demand | 53,996 | 54,394 | 22,208 |
Shareholder current account | 0% | On-demand | - | 2,439,462 | 8,550 |
Shareholder loans | 10% plus 25% on repayment |
- |
- |
5,926,532 | |
JKD Capital | 10% plus 25% on repayment |
- |
3,730,822 |
13,385,105 | |
CVI CVF 11 Lux Securities Trading S. à r. l. | 10% plus 25% on repayment |
- |
- |
11,853,539 | |
Hire purchase liabilities in excess of one year | 30,661 | - | 34,779 | ||
Total current interest-bearing loans and borrowings |
84,657 |
6,224,678 |
31,230,713 | ||
Total interest-bearing loans and borrowings | 2,423,461 | 9,971,566 | 33,601,793 | ||
8 Share capital and reserves
2013
On 11 October 2013, the Company's issued share capital was reorganised. The Company's share capital was decreased by USD 9,956,043 (to reflect absorption of historic losses and reimbursement in kind to shareholders consisting of all the shares held by the Company in Basalt Holding S. à r. l.).
Linked to such decrease in issued share capital, the ordinary shares designated as Class J ordinary shares were cancelled. This took the Company's total issued share capital to USD 45,330,956, consisting of 110,574,000 ordinary shares of USD 0.45 each.
Immediately following this, the nominal value of the ordinary shares was reduced from USD 0.45 to USD 0.01.
Following such reorganisation, the Company's issued share capital was USD 1,105,740, consisting of 110,574,000 ordinary shares of USD 0.01 each.
On 6 November 2013, the Company issued an additional 22,275,000 ordinary shares taking the Company's total issued share capital to 132,849,000 ordinary shares of USD 0.01 each.
On 14 November 2013, the Company's shareholders resolved to reorganise the Company's share capital such that, with effect from the completion of the listing of the Company's shares on the AIM Market of the London Stock Exchange ("AIM"), each of the classes of ordinary share designated as Class A-I be converted into a single class of ordinary share, being the Ordinary Shares.
On 26 November 2013, 11,025,000 Ordinary Shares were issued to certain founders of the Company, taking the Company's total issued share capital to 143,874,000 Ordinary Shares.
On 3 December 2013, 12,308,775 restricted shares were granted to certain Directors, taking the Company's total issued share capital to 156,182,775 Ordinary Shares.
The restricted shares are issued with performance criteria described below (the 'Performance Conditions'). The Performance Conditions are linked to the volume weighted average quoted price of the Ordinary Shares (the "Average Price") for a consecutive 30 day period (the "Relevant Period"). If the Average Price is 50 per cent higher than £0.88 (the "Placing Price"), i.e., the price at which the Ordinary Shares were offered to investors in the Initial Public Offering and listing of the shares on AIM (the "IPO"), for the Relevant Period, the Performance Condition in respect of one-third of the restricted shares shall be fulfilled. If the Average Price is 75 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of a further one-third of the restricted shares shall be fulfilled. If the Average Price is 100 per cent higher than the Placing Price for the Relevant Period, the Performance Condition in respect of the final third of the restricted shares shall be fulfilled. If any Performance Conditions are not fully satisfied by 19 November 2023, the Director shall transfer any of his remaining restricted shares to the Company at a purchase price equal to the nominal value of the restricted shares, being USD 0.01 each.
The holders of the restricted shares cannot sell, transfer, mortgage, charge, encumber or otherwise dispose of any of the restricted shares as long as the Performance Conditions are not fully satisfied. These restricted shares are considered by Management as share-based payments and Performance Conditions as market vesting conditions.
2014
On 6 January 2014 the Company completed the IPO issuing, 155,903,548 shares at £0.88 on AIM and receiving net proceeds, after payment of fees of USD 215,750,054. Following repayment of USD72,312,639 of development loans, the Company's balance sheet was free of debt (other than the mortgage on the office building in Switzerland) and retained USD143,437,415 to finance capital expenditure, production of inventory and overheads. The premium arising on the newly issued IPO shares has been taken to the Share Premium Account.
On 6 January 2014 the Company issued 4,157,428 Ordinary Shares at par to the holders of the loans in satisfaction of the loan agreement.
On 24 January 2014, 2,316,405 restricted shares were granted to certain Directors having the same Performance Conditions described above.
On 3 April 2014, 900,000 restricted shares were granted to certain employees subject to certain vesting conditions.
On 17 June 2014, 2,317,000 restricted shares were granted to certain employees, 1,000,000 of which were subject to the Performance Conditions, and 1,317,000 of which were subject to certain vesting conditions.
Following such issuances, the Company had 321,777,156 Ordinary Shares issued and outstanding.
Ordinary shares issued and fully paid
Shares | USD | Par value per share | |
At 1 January 2013 (audited) | 122,860,000 | 55,287,000 | USD 0.45 |
At 30 June 2013 (unaudited) | 122,860,000 | 55,287,000 | USD 0.45 |
Capital restructuring of 11 October 2013 | |||
- Decrease in share capital by absorption of losses | - | (4,919,270) | |
- Acquisition and cancellation of own shares (Class J shares) | (12,286,000) | (5,036,773) | |
- Capital reduction by decrease of par value of shares | - | (44,225,217) | |
110,574,000 | 1,105,740 | USD 0.01 | |
Subscription for new shares on 6 November 2013 | 22,275,000 | 222,750 | USD 0.01 |
Subscription for new shares 26 November 2013 | 11,025,000 | 110,250 | USD 0.01 |
Subscription for restricted shares on 3 December 2013 | 12,308,775 | 123,088 | USD 0.01 |
At 31 December 2013 (audited) | 156,182,775 | 1,561,828 | USD 0.01 |
IPO placement on 6 January 2014 | 155,903,548 | 1,599,035 | USD 0.01 |
Subscription for new shares on 6 January 2014 | 4,157,428 | 41,574 | USD 0.01 |
Subscription for restricted shares on 24 January 2014 | 2,315,405 | 23,164 | USD 0.01 |
Subscription for restricted shares on 3 April 2014 | 900,000 | 9,000 | USD 0.01 |
Subscription for restricted shares on 17 June 2014 | 2,317,000 | 23,170 | USD 0.01 |
At 30 June 2014 (unaudited) | 321,777,156 | 3,217,771 | USD 0.01 |
As at 30 June 2014, the share capital issued composed of one Class of Ordinary Shares having equal rights (30 June 2013: 10 Classes A to J)
Share premium
USD | |
At 1 January 2013 (audited) | 693,356 |
At 30 June 2013 (unaudited) | 693,356 |
Reduction of nominal value per share 11 October 2013 | 44,225,217 |
Absorption of the 31 December 2012 loss on 14 November 2013 | (13,784,115) |
At 31 December 2013 (audited) | 31,134,458 |
IPO placement 6 January 2013 | 223,097,977 |
Absorption of the 31 December 2013 loss on 24 June 2014 | (30,441,102) |
At 30 June 2014 (unaudited) | 223,791,333 |
9 Earnings per share
Basic earnings per share amounts are calculated by dividing the net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
As at 30 June 2014 Unaudited | As at 30 June 2013 Unaudited | As at 31 December 2013 Audited | |
USD | USD | USD | |
Net loss attributable to ordinary equity holders of the parent for basic earnings | (22,234,511) | (8,955,789) | (77,270,973) |
As at 30 June 2014 | As at 30 June 2013 | As at 31 December 2013 | |
Weighted average number of ordinary shares for basic earnings per share | 313,551,103 | 122,860,000 | 125,498,680 |
Effect of dilution: | |||
Warrant shares to DPEI | - | 9,900,306 | - |
Warrant to JKD | - | 614,300 | - |
Weighted average number of ordinary shares adjusted for the effect of dilution | 313,551,103 | 133,374,606 | 125,498,680 |
Loss per share | |||
Basic | (0.07) | (0.07) | (0.62) |
Diluted | (0.07) | (0.07) | (0.62) |
|
10 Publication of announcement and the Interim Results
A copy of this announcement will be available at the Company's registered office 14 days from the date of this announcement and on its website.
This announcement is not being sent to shareholders. The Interim Results will be posted to shareholders shortly and will be made available on the website.