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BAGR Bagir Group Ltd.

0.475
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Bagir Group Ltd. LSE:BAGR London Ordinary Share IL0011317216 ORD ILS0.04 (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.475 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Bagir Group Ltd Half-year Report (5654Q)

13/09/2017 7:00am

UK Regulatory


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TIDMBAGR

RNS Number : 5654Q

Bagir Group Ltd

13 September 2017

13 September 2017

Bagir Group Ltd.

("Bagir" or the "Company")

Interim results

for the six months ended 30 June 2017

Bagir (AIM: BAGR), a designer, creator and provider of innovative tailoring, is pleased to announce its results for the six months ended 30 June 2017.

H1 Highlights

-- Revenues of $28.1m for the first half of 2017, in line with revised expectations (H1 2016 $33.5m).

-- EBITDA* and Adjusted EBITDA of $1.9m and $0.8m respectively in the first half of 2017, compared with EBITDA of $0.8m in H1 2016

-- Operating income of $1.0m for the first half of 2017 ($(0.1)m excluding the one-off capital gain, net of other expenses) compared with $0.0m in H1 2016

-- Cash and cash equivalents at 30 June 2017 of $7.0m ($8.6 and $4.0m at 31 December 2016 and 30 June 2016, respectively). The reduction in cash is mainly attributable to the acquisition in Ethiopia

-- Completed the strategic acquisition of the remaining 50% shareholding in Nazareth Garments, Ethiopia. This competitive edge site combines tariff free trade and low production costs with good connectivity for onward distribution

-- New product development has been an area of strength with six new concepts released in April including: The Transit Suit; City Traveller; Pack Away; Shaper Pants; 0.755 Suit; and the Heater Body Suit. Initial orders have already been taken for some of these lines from new and existing customers

* 'EBITDA' is a non-IFRS measure that the Company uses to measure its performance. It is defined as Earnings Before Interest, Taxation, Depreciation and Amortisation and non-cash share based compensation. The Adjusted EBITDA figure excludes $1.1m one-off capital gain attributable to the acquisition in Ethiopia, net of other expenses. The capital gain calculation is subject to final measurement of asset valuation that is expected to be completed by the annual audited report, but the Company does not expect any material change to this figure.

Eran Itzhak, CEO of Bagir, said:

"These results show the Group's continued progress towards establishing a core manufacturing base in Ethiopia coupled with the sites in Vietnam and Egypt that enables the Company to compete effectively for business from the world's leading retailers. The acquisition of 100% ownership of our Ethiopian site was an important step towards achieving this aim.

We continue to deliver on our reputation as an innovative tailor, building upon our 50 year heritage servicing major high-profile retailers with April's release of six new concepts already securing orders from high-street brands in the UK and Europe. Sales levels have been slightly slower than forecast but the medium term prospects coupled with increased capacity in Ethiopia remain very exciting."

For further information, please contact:

 
 Bagir Group Ltd.                 via Novella Communications 
  Eran Itzhak, Chief Executive     on: 
  Officer                          +44 (0) 20 3151 7008 
  Udi Cohen, Chief Financial 
  Officer 
  Tessa Laws, Non-Executive 
  Chairman 
 N+1 Singer 
  Alex Price                      +44 (0) 20 7496 3000 
 Novella 
  Tim Robertson 
  Toby Andrews                    +44 (0) 20 3151 7008 
 

Chairman's statement

Introduction

Following on from the significant progress made in 2016, during which the Company repaid the bank debt, reduced annual costs by c.30% and created a stable platform, the Company has continued to implement its restructuring programme to create internationally competitive manufacturing bases to combine with the Company's innovative tailoring capabilities.

The Group generated revenues of $28.1m and EBITDA of $1.9m ($0.8m excluding one-off capital gain attributable to the acquisition in Ethiopia net of other expenses) compared with $0.8 in H1 2016.

Development of the new production lines at our facilities in Vietnam Hanoi and Ethiopia in order to support competitive solution orders has progressed, but is behind the original timetable, which impacted the Company's ability to secure these orders. Progress has been made on all fronts albeit slower than anticipated and the current level of our order book is in line with the board's expectations.

Bagir is a stable business and remains well placed. We remain confident of our strategic plan and our ability to substantially increase our customer base. Taking 100% control of our Ethiopian site at the end of June was a significant step forward in achieving this aim and creating a long-term competitive advantage for the Company.

Financial review

Revenue for the six months ended 30 June 2017 was $28.1m. The slight reduction in sales from the previous year was mainly in the UK market as a result of a reduction in order volumes driven by the Company's refusal to manufacture at non-profitable price levels. Nevertheless, the Company still managed to achieve important client wins during the period and secured orders from a number of well-known customers in France, South Africa and Australia.

The gross margin for the six months ended 30 June 2017 was 16.3%, compared with 17.8% for the first half of 2016. This decrease is primarily attributed to the reduction in revenues which in turn reduces our economies of scale and to the sales mix itself.

Selling and marketing expenses decreased to $2.6m in H1 2017 (H1 2016: $3.6m) and development costs decreased to $0.4m in H1 2017 (H1 2016: $1.0m), reflecting the lower operating costs following the recovery plan that the Company implemented during 2016. The Company is planning achieving further cost savings and a review is underway to identify opportunities to improve efficiencies across the business.

EBITDA for the first half of 2017 was in line with our revised expectations, with EBITDA of $1.9m ($0.8m excluding one-off capital gain attributable to the acquisition in Ethiopia net of other expenses) compared to $0.8 in H1 2016.

The operating income for the first half of 2017 amounted to $1.0m ($(0.1)m excluding the one-off capital gain, net of other expenses) compared with $0.0m in H1 2016.

Cash and cash equivalents at 30 June 2017 amounted to $7.0m (H1 2016 and 31 December 2016 $4.0m and $8.6m respectively) with the reduction in cash being mainly as a result of the investment in the acquisition of the remaining 50% shareholding in Ethiopia.

Operational review

The business is now focused on three core manufacturing geographies in Vietnam, Egypt and Ethiopia. A core part of our strategy being to streamline the Company's manufacturing base whilst also improving it. This has been achieved. The combination of the three bases provide strong competitive advantages as they enable us to benefit from duty free export status for sales to both the EU and US, highly competitive production costs and local governmental support for the textile industry.

In June 2017, the Company completed the strategic acquisition of the remaining 50% shareholding in Nazareth Garments, the joint venture owner of its manufacturing site in Nazareth, Ethiopia, for a total consideration of US$1.9 million. Our Ethiopian site is a key asset for the business as it has the potential to be a significant catalyst for future growth. Ethiopia offers tariff free trade and low production costs combined with good connectivity for onward distribution. Completing the acquisition took slightly longer than expected which had a knock-on effect on our operational plans, however, as 100% owners Bagir has full control over the company and the site is making good progress towards expanding its capacity.

In Vietnam, the readiness of production lines in Hanoi with a new subcontractor took longer than anticipated but progress is being made and this site too is expected to be able to provide a competitive solution for our UK, Europe and US markets.

Innovation and quality remains at the heart of all Company activity. Bagir is intensely proud of its track record created over the last 50 years of servicing leading western retailers. New product development has been an area of strength with the Company developing platforms to support made-to-measure and personalized garments. In April, six new concepts were released including: The Transit Suit; City Traveller; Pack Away; Shaper Pants; 0.755 Suit and the Heater Body Suit. Initial orders have already been taken for some of these lines from major high-street retailers in the UK and in Europe.

Outlook

Interest in Bagir's products and manufacturing capabilities from international retailers is high, in particular, in the potential output from our Ethiopia site. We are progressing this site and we remain confident of its ability to act as a catalyst for the Group to win high volume sales orders. We expect that by mid-2019 the site will be able to produce approximately 3,000 trousers per day. At this level and at the price point together with the tariff free advantages it can offer we believe that this will be one of the most attractive places in the world for manufacturing of tailored goods. It does take time to establish but we are following a clear plan and are confident of achieving our goals.

As we look towards the end of FY17 and beyond into FY18, we are seeing more requests for trial orders and have hosted site inspection visits from international retailers at our Ethiopian facility. This leads us to being confident in our ability to secure commercial orders from these retailers in the short-to-medium term.

Innovation remains core to Bagir's future strategy and we will be launching further new products aimed at not just cementing our product development reputation and relationships with existing international retailers but also at attracting new ones.

Over the last 18 months we have made significant cost reductions and, whilst this process is now largely complete, there remain one or two areas within which we hope to be able to make further savings in order to drive operational efficiencies. At the same time, we continue to look for synergistic acquisition targets or potential joint venture partners.

Our current order book for FY17 and FY18 is underpinned by long term clients and we are working on expanding upon this with our pipeline of good new business opportunities. We are on track to meet market forecasts although given that our financial year end falls in the middle of our peak manufacturing period, as is always the case a small percentage of orders may end up being manufactured in FY18.

Tessa Laws

Chairman

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 
                                             30 June           31 December 
                                     ------------------------  ----------- 
                                            Unaudited            Audited 
                                     ------------------------  ----------- 
                                           2017         2016      2016 
                                     ----------------  ------  ----------- 
                                           U.S. dollars in thousands 
                                     ------------------------------------- 
    ASSETS 
 
CURRENT ASSETS: 
   Cash and cash equivalents                    7,050   3,979        8,624 
    Short-term deposit                            132     475           81 
   Trade receivables                            4,728   5,502        3,972 
    Other receivables                           2,414   2,813        2,288 
   Inventories                                  5,219   5,130        5,337 
                                     ----------------  ------  ----------- 
 
                                               19,543  17,899       20,302 
                                     ----------------  ------  ----------- 
 
 NON-CURRENT ASSETS: 
    Investment in a joint venture                   -   1,875        1,580 
   Property, plant and equipment                8,560     673          668 
   Goodwill                                     5,689   5,689        5,689 
   Other intangible assets                      3,149   4,545        3,873 
   Deferred taxes                                 360     328          340 
                                     ----------------  ------  ----------- 
 
                                               17,758  13,110       12,150 
                                     ----------------  ------  ----------- 
 
                                               37,301  31,009       32,452 
                                     ================  ======  =========== 
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 
                                                 30 June        31 December 
                                            ------------------  ------------ 
                                                Unaudited         Audited 
                                            ------------------  ------------ 
                                              2017      2016        2016 
                                            --------  --------  ------------ 
                                               U.S. dollars in thousands 
                                            -------------------------------- 
 LIABILITIES AND EQUITY 
 
CURRENT LIABILITIES: 
    Credit from banks, current 
     maturities of long-term loans 
     and other short-term credit               3,234       608             - 
    Trade payables                             4,832     3,950         3,848 
   Other payables                              4,474     3,983         4,618 
 
                                              12,540     8,541         8,466 
                                            --------  --------  ------------ 
NON-CURRENT LIABILITIES: 
   Loans from banks                                -    20,397             - 
    Employee benefit liabilities                 270       410           210 
   Payable for acquisition of 
    subsidiary                                 2,382     2,790         2,594 
   Deferred taxes                              1,379         -             - 
                                            --------  --------  ------------ 
 
                                               4,031    23,597         2,804 
                                            --------  --------  ------------ 
 EQUITY: 
    Share capital                              3,284       576         3,284 
    Share premium                             86,306    78,380        86,306 
    Capital reserve for share-based 
     payment transactions                      1,702     1,441         1,580 
    Capital reserve for transactions 
     with shareholders                        10,165    10,165        10,165 
    Adjustments arising from translation 
     of foreign operations                   (8,895)   (8,895)       (8,895) 
    Accumulated deficit                     (73,778)  (84,742)      (73,204) 
                                            --------  --------  ------------ 
 
    EQUITY ATRIBUTABLE TO EQUITY 
     HOLDERS OF THE COMPANY                   18,784   (3,075)        19,236 
    Non-controlling interests                  1,946     1,946         1,946 
                                            --------  --------  ------------ 
 
 Total equity (deficiency)                    20,730   (1,129)        21,182 
                                            --------  --------  ------------ 
 
                                              37,301    31,009        32,452 
                                            ========  ========  ============ 
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 
    12 September 
        2017 
--------------------    -------------    ----------------    ----------------- 
  Date of approval      Tessa Rebecca      Eran Itzhak         Yehuda Cohen 
       of the                Laws 
financial statements     Chairman of     CEO and Director       CFO, Deputy 
                          the Board                           CEO and Director 
 

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

 
                                      Six months ended    Year ended 
                                           30 June        31 December 
                                     ------------------  ------------ 
                                         Unaudited         Audited 
                                     ------------------  ------------ 
                                       2017      2016        2016 
                                     --------  --------  ------------ 
                                        U.S. dollars in thousands 
                                     -------------------------------- 
 
 
 Revenues from sales                   28,093    33,503        64,071 
 Cost of sales                         23,516    27,543        53,541 
                                     --------  --------  ------------ 
 
 Gross profit                           4,577     5,960        10,530 
 
 Selling and marketing expenses         2,644     3,570         6,172 
 General and administrative 
  expenses                              1,688     1,449         3,050 
 Development costs                        427       962         1,652 
 Other income                         (1,392)         -             - 
 Other expenses                           250         6             2 
                                     --------  --------  ------------ 
 
 Operating income (loss)                  960      (27)         (346) 
 
 Finance income                             -         -        13,305 
 Finance expenses                     (1,054)   (1,468)       (2,676) 
 Company's share of losses of 
  a joint venture                       (184)     (119)         (414) 
 
 Income (loss) before taxes 
  on income                             (278)   (1,614)         9,869 
 Tax benefit (expenses)                 (296)        24            32 
                                     --------  --------  ------------ 
 
 Net income (loss) for the period 
  (all attributable to the 
  equity holders of the company)        (574)   (1,590)         9,901 
                                     --------  --------  ------------ 
 
 Other comprehensive loss: 
 
 
 Items not to be reclassified 
  to profit or loss in subsequent 
  periods: 
 Remeasurment gain on defined 
  benefit plans                             -         -            47 
                                     --------  --------  ------------ 
 
 Total other comprehensive income           -         -            47 
                                     --------  --------  ------------ 
 
 Total comprehensive income 
  (loss)                                (574)   (1,590)         9,948 
                                     ========  ========  ============ 
 
 Net income (loss) attributable 
  to equity holders of the 
  Company                               (574)   (1,590)         9,901 
                                     ========  ========  ============ 
 
 Total comprehensive income 
  (loss) attributable to equity 
  holders of the Company                (574)   (1,590)         9,948 
                                     ========  ========  ============ 
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME (Cont.)

 
                                            Six months ended    Year ended 
                                                 30 June        31 December 
                                           ------------------  ------------ 
                                               Unaudited         Audited 
                                           ------------------  ------------ 
                                             2017      2016        2016 
                                           ---------  -------  ------------ 
                                              U.S. dollars in thousands 
                                                 (except share and per 
                                                      share data) 
                                           -------------------------------- 
 
 Earnings (loss) per share attributable 
  to equity holders of the Company 
  (in dollars) 
 
 
Basic and diluted Earnings 
 (loss) per share                            (0.002)  (0.03)           0.11 
                                           =========  =======  ============ 
 Weighted average number of 
  Ordinary shares for basic and 
  diluted earnings (loss) per 
  share (in thousands)                       310,543   50,428        90,231 
                                           =========  =======  ============ 
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 
                                  Attributable to equity holders of the Company 
                  ------------------------------------------------------------------------------ 
                                      Capital       Capital     Adjustments 
                                      reserve       reserve       arising 
                                        for           for          from 
                                    share-based   transactions  translation 
                   Share    Share     payment         with      of foreign   Accumulated          Non-controlling  Total 
                  capital  premium  transactions  shareholders  operations     deficit    Total      interests     equity 
                  -------  -------  ------------  ------------  -----------  -----------  ------  ---------------  ------ 
                                                                 Unaudited 
                  ------------------------------------------------------------------------------------------------------- 
                                                         U.S. dollars in thousands 
                  ------------------------------------------------------------------------------------------------------- 
 
 Balance at 1 
  January 2017      3,284   86,306         1,580        10,165      (8,895)     (73,204)  19,236            1,946  21,182 
                  -------  -------  ------------  ------------  -----------  -----------  ------  ---------------  ------ 
 
 Total loss and 
  comprehensive 
  loss                  -        -             -             -            -        (574)   (574)                -   (574) 
 
   Cost of 
   share-based 
   payment              -        -           122             -            -            -     122                -     122 
                  -------  -------  ------------  ------------  -----------  -----------  ------  ---------------  ------ 
 
 Balance at 30 
  June 2017         3,284   86,306         1,702        10,165      (8,895)     (73,778)  18,784            1,946  20,730 
                  =======  =======  ============  ============  ===========  ===========  ======  ===============  ====== 
 
 
                                   Attributable to equity holders of the Company 
                  ------------------------------------------------------------------------------- 
                                      Capital       Capital     Adjustments 
                                      reserve       reserve       arising 
                                        for           for          from 
                                    share-based   transactions  translation                                            Total 
                   Share    Share     payment         with      of foreign   Accumulated           Non-controlling     equity 
                  capital  premium  transactions  shareholders  operations     deficit     Total      interests     (deficiency) 
                  -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------------ 
                                                                    Unaudited 
                  -------------------------------------------------------------------------------------------------------------- 
                                                            U.S. dollars in thousands 
                  -------------------------------------------------------------------------------------------------------------- 
 
 Balance at 1 
  January 2016        576   78,342         1,438        10,165      (8,895)     (83,152)  (1,526)            1,946           420 
                  -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------------ 
 
 Total loss and 
  comprehensive 
  loss                                                       -            -      (1,590)  (1,590)                -       (1,590) 
 Exercise of 
  options              *)       38          (35)                                                3                              3 
 Cost of 
  share-based 
  payment               -        -            38             -            -            -       38                -            38 
                  -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------------ 
 
 Balance at 30 
  June 2016           576   78,380         1,441        10,165      (8,895)     (84,742)  (3,075)            1,946       (1,129) 
                  =======  =======  ============  ============  ===========  ===========  =======  ===============  ============ 
 

*) Less than $1 thousand.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 
                                      Attributable to equity holders of the Company 
                     ------------------------------------------------------------------------------- 
                                         Capital       Capital     Adjustments 
                                         reserve       reserve       arising 
                                           for           for          from 
                                       share-based   transactions  translation 
                      Share    Share     payment         with      of foreign   Accumulated           Non-controlling  Total 
                     capital  premium  transactions  shareholders  operations     deficit     Total      interests     equity 
                     -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------ 
                                                                     Audited 
                     -------------------------------------------------------------------------------------------------------- 
                                                            U.S. dollars in thousands 
                     -------------------------------------------------------------------------------------------------------- 
 
 Balance at 1 
  January 2016           576   78,342         1,438        10,165      (8,895)     (83,152)  (1,526)            1,946     420 
                     -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------ 
 
    Profit for the 
     year                  -        -             -             -            -        9,901    9,901                -   9,901 
                     -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------ 
 Other 
 comprehensive 
 income: 
    Remeasurement 
     gain on 
     defined 
     benefit plans         -        -             -             -            -           47       47                -      47 
                     -------  -------  ------------  ------------  -----------  -----------  -------  ---------------  ------ 
 
 Total 
  comprehensive 
  income                   -        -             -             -            -        9,948    9,948                -   9,948 
 Exercise of 
  options                 *)       38          (35)                                                3                        3 
 Cost of 
  share-based 
  payment                  -        -           177             -            -            -      177                -     177 
 Issue of share 
  capital 
  (net of issue 
  expenses 
  of $0.56 million)    2,494    7,256             -             -            -            -    9,750                -   9,750 
 Conversion of 
  loans from 
  Banks into shares      214      670             -             -            -            -      884                -     884 
 
 Balance at 31 
  December 
  2016                 3,284   86,306         1,580        10,165      (8,895)     (73,204)   19,236            1,946  21,182 
                     =======  =======  ============  ============  ===========  ===========  =======  ===============  ====== 
 

*) Less than $1 thousands.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                              Six months ended              Year ended 
                                                   30 June                  31 December 
                                   --------------------------------------  ------------ 
                                                 Unaudited                   Audited 
                                   --------------------------------------  ------------ 
                                              2017                2016         2016 
                                   --------------------------  ----------  ------------ 
                                                U.S. dollars in thousands 
                                   ---------------------------------------------------- 
Cash flows from operating 
 activities: 
 
 Profit (loss)                                          (574)     (1,590)         9,901 
                                   --------------------------  ----------  ------------ 
 
 Adjustments to reconcile loss 
  to net cash provided by (used 
  in) operating activities: 
 
 Gain from remeasurement of 
  previous investment in joint 
  venture                                           (1,223)             -             - 
 Bargain purchase gain                                   (95)           -             - 
 Company's share of losses 
  of a joint venture                                      184         119           414 
Depreciation and amortization                             855         851         1,738 
Change in employee benefit 
 liabilities                                               60        (29)         (182) 
Cost of share-based payment                               122          38           177 
Loss from sale of property, 
 plant and equipment                                        -          19            20 
Finance expenses, net                                     451       927*)       1,773*) 
 Deferred taxes, net                                     (20)        (24)          (36) 
 Income tax expense, net                                  316           -             4 
 Gain on extinguishment of 
  debt                                                      -           -      (13,305) 
 
                                                          650       1,901       (9,397) 
                                   --------------------------  ----------  ------------ 
Changes in asset and liability 
 items: 
 
Decrease (increase) in trade 
 receivables                                            (355)   (1,074)*)         818*) 
Increase in other receivables                           (165)       (759)         (319) 
Decrease in inventories                                   162       3,196         2,989 
Increase (decrease) in trade 
 payables                                                 792     (1,466)       (1,568) 
Decrease in other payables                              (693)     (1,104)         (516) 
                                   --------------------------  ----------  ------------ 
 
                                                        (259)     (1,207)         1,404 
                                   --------------------------  ----------  ------------ 
Cash paid during the period 
 for: 
 
                                                                  (1,033)       (1,968) 
Interest paid                                           (590)          *)            *) 
Taxes paid                                              (316)           -             - 
 
                                                                  (1,033)       (1,968) 
                                                        (906)          *)            *) 
                                   --------------------------  ----------  ------------ 
 
Net cash used in operating 
 activities                                           (1,089)     (1,929)          (60) 
                                   --------------------------  ----------  ------------ 
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

*) Reclassified.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                           Six months ended    Year ended 
                                                30 June        31 December 
                                          ------------------  ------------ 
                                              Unaudited         Audited 
                                          ------------------  ------------ 
                                            2017      2016        2016 
                                          --------  --------  ------------ 
                                             U.S. dollars in thousands 
                                          -------------------------------- 
Cash flows from investing activities: 
 
 Acquisition of initially consolidated 
  subsidiary (a)                           (1,811)         -             - 
 Investment in a joint venture             (1,169)         -             - 
 Purchase of property, plant 
  and equipment                              (273)     (207)         (375) 
 Additions to intangible assets                  -         -          (43) 
 Purchase of short-term deposits, 
  net                                         (51)      (11)           (5) 
 Release of pledged bank deposits                -         -           387 
 
 Net cash used in investing 
  activities                               (3,304)     (218)          (36) 
                                          --------  --------  ------------ 
 
Cash flows from financing activities: 
 
 Issue of shares, net of expenses                -         -         9,750 
 Receipt of short-term credit 
  from others                                3,219         -             - 
 Exercise of options                             -         3             3 
 Payment of long-term liabilities 
  from banks                                     -     (232)       (6,988) 
 Repayment to joint venture                      -     (708)         (708) 
 Payment of liability for acquisition 
  of subsidiary                              (400)     (400)         (800) 
 
 Net cash provided by (used 
  in) financing activities                   2,819   (1,337)         1,257 
                                          --------  --------  ------------ 
 
 Increase (decrease) in cash 
  and cash equivalents                     (1,574)   (3,484)         1,161 
 Cash and cash equivalents at 
  the beginning of the period                8,624     7,463         7,463 
                                          --------  --------  ------------ 
 
 Cash and cash equivalents at 
  the end of the period                      7,050     3,979         8,624 
                                          ========  ========  ============ 
 
   a)    Acquisition of initially consolidated subsidiary 

The subsidiary's assets and liabilities at date of acquisition:

 
 Working capital (excluding            (1,893)     -     - 
  cash and cash equivalents) 
 Property, plant and equipment           7,750     -     - 
 Deferred taxes                        (1,379)     -     - 
 Gain from remeasurement of            (1,223)     -     - 
  investment in company previously 
  accounted for at equity 
 Bargain purchase gain                    (95)     -     - 
 Investment in company previously      (1,349)     -     - 
  accounted for at equity 
                                      -------- 
 
                                         1,811     -     - 
                                      ======== 
 
 
b) Significant non-cash transactions: 
  Waiver of receivable from partner 
   in joint venture (see Note 
   3)                                        672  -  - 
                                             ===   === 
  Issuance of shares upon extinguishment 
   of loans from Banks into shares             -  -844 
                                             ===   === 
 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

   NOTE 1:-             GENERAL 
   a.          Company description: 

Bagir Group Ltd. ("the Company") is registered in Israel. The Company and its subsidiary ("the Group") specialize in the manufacturing and marketing of men's and women's tailored fashion. The Company's Headquarters are located in Kiryat Gat, Israel. The Group's products are manufactured by subsidiaries in Egypt and Ethiopia and subcontractors. The Group's products are marketed in U.S., Europe (mainly in the U.K.) and in other countries. As for operating segments, see Note 4.

b. The interim condensed consolidated financial statements for the six months ended 30 June 2017 were approved for issue in accordance with a resolution of the Board of Directors on 12 September 2017.

   NOTE 2:-             SIGNIFICANT ACCOUNTING POLICIES 
   a.          Basis of preparation of the interim consolidated financial statements: 

The interim condensed consolidated financial statements for the six months ended 30 June 2017 have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 31 December 2016.

The accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's consolidated annual financial statements for the year ended 31 December 2016.

   b.         Assessment of going concern: 

The Board of Directors has considered the principal risks and uncertainties of the business, the trading forecasts prepared by management covering a twelve month period following the approval of the financial statements and the resources available to meet the Group's obligations for the aforementioned period. After taking all of the above factors into consideration, the Board of Directors has concluded that it is appropriate to apply the going concern basis of accounting in preparing the financial statements.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   NOTE 3:-             BUSINESS COMBINATION 

The Company held 50% of the shares of Nazareth Garments ("NGSC") which, up to the acquisition of the remaining 50% and the beginning of consolidation, was treated as an investment in a joint venture.

In January 2017, the Company signed an agreement to acquire the remaining 50% of the joint venture. The acquisition was conditional on the fulfillment of certain procedural matters. In June 2017, the Company completed the acquisition for a total consideration of $2.6 million, $1.9 million in cash and $0.7 million for waiver of receivable from the partner in the joint venture.

As of 30 June 2017, the Company has recognized the fair value of the assets acquired and liabilities assumed in the business combination according to a provisional measurement. As of the date of the approval of the interim financial statements, a final valuation by an external valuation specialist of the identifiable assets acquired and liabilities assumed has not been completed. The identification and measurement of the acquired assets and liabilities may be adjusted within the measurement period (up to 12 months from the acquisition date).

The provisional fair values of the identifiable assets and liabilities of NGSC on the acquisition date:

 
                                            U.S. dollars 
                                             in thousands 
                                          ----------------- 
 
  Cash and cash equivalents                              89 
  Trade receivables                                      45 
  Other receivables                                      22 
  Inventories                                            44 
  Property, plant and equipment, net                  7,750 
  Trade and other payables                          (1,332) 
  Deferred tax liability                            (1,379) 
                                          ----------------- 
 
  Total fair value of net identifiable 
   assets                                             5,239 
 
  Gain from remeasurement to fair 
   value of previous investment in 
   the 
   joint venture                                    (1,223) 
  Bargain purchase gain                                (95) 
  Carrying amount of investment in 
   the joint venture                                (1,349) 
 
  Purchase price                                      2,572 
                                          ================= 
 

The deferred tax liability comprises the tax effect of the fair value adjustments of the identifiable assets and liabilities.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   NOTE 3:-                     BUSINESS COMBINATIONS (Cont.) 

Purchase consideration:

 
                                     U.S. dollars 
                                      in thousands 
                                     ------------- 
 
Cash paid                                    1,900 
Waiver of receivable due from the 
 partner in the joint venture                  672 
 
Total consideration                          2,572 
                                     ============= 
 

Acquisition costs that are directly attributable to the transaction of approximately $ 59 thousand were carried as an expense to other expenses, net.

Cash flow on the acquisition:

 
C                                     U.S. dollars 
                                       in thousands 
                                      ------------- 
 
Cash and cash equivalents acquired               89 
Cash paid                                   (1,900) 
                                      ------------- 
 
Net cash outflow                            (1,811) 
                                      ============= 
 
   NOTE 4:-             OPERATING SEGMENTS 
                                a.             General: 

The Group's activity is the manufacturing and marketing of men's and women's tailored fashion (mainly men's).

The operating segments are identified on the basis of information that is reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and assess its performance. The Group's products are primarily marketed to two geographical areas: U.S. and Europe and, accordingly, the Company has two geographical segments. The

Company's activities in Europe are concentrated primarily in the U.K.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATMENTS

   NOTE 4:-             OPERATING SEGMENTS (Cont.) 
   b.             Financial information on operating segments: 
 
                                  Europe 
                                  (mainly 
                                    the 
                          U.S.     U.K.)   Other   Total 
                         ------  --------  -----  ------- 
                                    Unaudited 
                         -------------------------------- 
                            U.S. dollars in thousands 
Six months ended 30 
 June 2017 : 
 
Total revenues from 
 external customers      21,839     5,638    616   28,093 
 
Segment profit (loss)     1,255   (1,606)    173    (178) 
                         ======  ========  =====  ======= 
 
Unallocated income, 
 net                                                  954 
Finance expenses, net                             (1,054) 
                                                  ------- 
 
Loss before income 
 taxes                                              (278) 
                                                  ======= 
 
 
                                  Europe 
                                  (mainly 
                                    the 
                          U.S.     U.K.)   Other   Total 
                         ------  --------  -----  ------- 
                                    Unaudited 
                         -------------------------------- 
                            U.S. dollars in thousands 
Six months ended 30 
 June 2016 : 
 
Total revenues from 
 external customers      22,095    10,119  1,289   33,503 
 
Segment profit (loss)     1,578   (1,878)    273     (27) 
                         ======  ========  =====  ======= 
 
Unallocated expenses, 
 net                                                (119) 
Finance expenses, net                             (1,468) 
                                                  ------- 
 
Loss before income 
 taxes                                            (1,614) 
                                                  ======= 
 
 
                                   Europe 
                                   (mainly 
                                     the 
                           U.S.     U.K.)   Other    Total 
                          ------  --------  -----  ---------- 
                                        Audited 
                          ----------------------------------- 
                               U.S. dollars in thousands 
                          ----------------------------------- 
Year ended 31 December 
 2016: 
 
Total revenues from 
 external customers       45,064    17,000  2,007      64,071 
                          ======  ========  =====  ========== 
 
Segment profit (loss)      1,998   (2,690)    346       (346) 
                          ======  ========  =====  ========== 
 
Unallocated expenses, 
 net                                                    (414) 
Finance income, net                                    10,629 
                                                   ---------- 
 
Income before income 
 taxes                                                  9,869 
                                                   ========== 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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