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RM2 Rm2 International S.a.

8.50
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Rm2 International S.a. LSE:RM2 London Ordinary Share LU1914372336 ORD USD0.01 (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 8.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

RM2 International SA Interim Results (0099L)

28/09/2016 7:01am

UK Regulatory


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RNS Number : 0099L

RM2 International SA

28 September 2016

28 September 2016

RM2 International S.A.

Interim Results

RM2 International S.A. ("RM2" or the "Company"), the sustainable composite pallet innovator, announces its unaudited results for the six months to 30 June 2016.

Financial Highlights

 
 --   Revenues for the first six months of 2016 of 
       US$3.7 million (H1 2015: US$1.8 million) 
 --   Loss after tax for the period of US$24 million 
       (H1 2015: US$25.0 million) 
 --   Debt free with cash balances of US$4.3 million 
       at 30 June 2016 (H1 2015: US$35.9 million) and 
       US$20.4 million at 31 August 2016 
 --   After the reporting period end, issuance of 
       US$20 million of convertible preferred shares 
       with a cumulative preferred 9% annual dividend 
       on July 18(th) , 2016 
 

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 
 --   Management team strengthened with the appointment 
       of Kevin Mazula as COO 
 --   Commencement of pallet deployment with Canada's 
       largest retailer, Loblaw's 
 --   Strategic, cost-saving manufacturing agreement 
       with Zhenshi Group for pallet production in 
       China 
 --   After the reporting period end, second contract 
       manufacturing agreement for pallet production 
       in Mexico with Jabil Circuits Inc. 
 

John Walsh, Chief Executive Officer of RM2, commented:

"The first half of 2016 has been a period of significant strategic progress for RM2. In March, Canada's largest retailer, Loblaw's, began accepting RM2's pallets in its supply chain. This was quickly followed by an agreement with Zhenshi for the production of our pallets in China at a significantly reduced cost. After the period end, we struck a further agreement with Jabil for the mass production of our pallets in Mexico. When fully operational, this will mean that RM2 will have a well-balanced manufacturing capability in both North America and Asia, allowing us to flex production more efficiently between two highly qualified and professional manufacturers to better meet the demands of our customers.

"Demand for our innovative and environmentally friendly BLOCKPal pallet remains strong and we are in advanced discussions with a number of new customers. We expect to make a number of further announcements in the coming months."

For further information, please contact:

 
                                  +44 (0)20 8820 
 RM2 International S.A.            1412 
 John Walsh, Chief Executive 
  Officer 
  Jean-Francois Blouvac, Chief 
  Financial Officer 
 
                                  +44 (0)20 7397 
 RBC Capital Markets               8900 
 Tristan Lovegrove 
  Jonathan Hardy 
  Ema Jakasovic 
 
                                  +44 (0)20 7638 
 Citigate Dewe Rogerson            9571 
 Simon Rigby 
  Rob Newman 
  Ellen Wilton 
 

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

Consolidated Statement of Comprehensive Income

 
                                             Six months     Six months        Year to 
                                                     to             to    31 December 
                                                30 June        30 June           2015 
                                                   2016           2015        Audited 
                                              Unaudited      Unaudited 
                                   Notes                    (Restated) 
                                                    USD            USD            USD 
 Continuing operations 
 Revenue                             5        3,707,836      1,771,391      8,000,137 
 Cost of sales                       6     (16,845,329)   (17,187,856)   (44,512,394) 
                                          -------------  -------------  ------------- 
 Gross profit                              (13,137,494)   (15,416,465)   (36,512,257) 
 
 
 Administrative expenses             7     (10,625,475)   (10,287,482)   (21,380,565) 
 Other operating expenses            8         (36,132)       (64,014)      (175,768) 
 Other operating income              8          142,151        740,357        904,676 
                                          -------------  -------------  ------------- 
 Operating loss                            (23,656,950)   (25,027,604)   (57,163,914) 
 
 Impairment of financial 
  asset 
 Finance costs                              (2,179,083)      (867,840)    (3,632,886) 
 Finance income                               1,936,151        659,861      1,955,972 
                                          -------------  -------------  ------------- 
 Loss before tax                           (23,899,882)   (25,235,583)   (58,840,828) 
 
 Income tax                                      87,907      (172,828)        160,230 
                                          -------------  -------------  ------------- 
 Loss for the period                       (23,811,975)   (25,408,411)   (58,680,598) 
                                          =============  =============  ============= 
 
 Other comprehensive income 
 Other comprehensive income 
  to be reclassified in 
  profit or loss in subsequent 
  periods: 
                                          -------------  -------------  ------------- 
 Exchange difference on 
  translation of foreign 
  operations                                  (201,940)    (1,527,059)    (4,264,343) 
                                          -------------  -------------  ------------- 
 Other comprehensive income 
  for the year, net of 
  tax                                         (201,940)    (1,527,059)    (4,264,343) 
 
 Total comprehensive income 
  for the year                             (24,013,915)   (26,935,470)   (62,944,941) 
                                          =============  =============  ============= 
 
 Loss for the year attributable 
  to: 
 Equity holders of the 
  parent                                   (23,811,975)   (25,408,411)   (58,680,598) 
 
 Total comprehensive income 
  for the year attributable 
  to: 
 Equity holders of the 
  parent                                   (24,013,915)   (26,935,470)   (62,944,941) 
 
 Losses per share 
 Basic losses per share 
  attributable to ordinary 
  equity holders of the 
  parent                            17           (0.06)         (0.08)         (0.17) 
 Diluted losses per share 
  attributable to ordinary 
  equity holders of the 
  parent                            17           (0.06)         (0.08)         (0.17) 
                                          =============  =============  ============= 
 

Consolidated Statement of Financial Position

 
 
                                               30 June         30 June     31 December 
                                                  2016            2015            2015 
                                 Notes       Unaudited       Unaudited         Audited 
                                                   USD             USD             USD 
 Assets 
 Non-current assets 
 Property, plant & equipment 
  - others                         9        41,803,207      35,710,996      36,252,950 
 Property, plant & equipment 
  - pallet pool                   10        16,997,686      10,844,907      17,484,281 
 Investment property                         1,338,940       1,371,280       1,357,720 
 Intangible assets                11         2,646,054       3,006,148       3,349,359 
                                            62,785,888      50,933,332      58,444,310 
 
 Current assets 
 Inventories                      12        21,863,720      15,985,591      19,846,627 
 Trade and other receivables                 5,012,559       5,179,826       8,315,843 
 Other current financial 
  assets                                        67,624          74,310          62,074 
 Prepayments                                   664,068         808,044       1,942,980 
 Restricted cash                             1,951,144       2,027,062       1,816,039 
 Cash and cash equivalents                   4,282,928      35,860,977      34,515,597 
                                        --------------  --------------  -------------- 
                                            33,842,043      59,935,811      66,499,160 
 
 Total assets                               96,627,931     110,869,142     124,943,470 
                                        ==============  ==============  ============== 
 
 Equity and liabilities 
 Equity 
 Issued capital                   16         3,980,302       3,230,302       3,980,302 
 Share premium                    16       263,317,090     219,357,851     263,317,090 
 Retained earnings                       (200,106,113)   (143,021,951)   (176,294,138) 
 Share based payment 
  reserve                                   19,585,089      18,339,362      19,044,095 
 Foreign currency translation 
  reserve                                    (330,207)       (128,322)     (2,865,606) 
 Treasury Stock                                (3,424)         (3,424)         (3,424) 
                                        -------------- 
 Equity attributable 
  to equity holders of 
  the parent                                86,442,737      97,773,818     107,178,319 
 
 Non-current liabilities 
 Interest bearing loans 
  and borrowings                  15         1,848,920       2,030,092       1,844,875 
 Deferred tax liabilities                       46,949         251,493         184,330 
                                        -------------- 
                                             1,895,869       2,281,585       2,029,205 
 
 Current liabilities 
 Interest bearing loans 
  and borrowings                  15            58,034          18,680         116,440 
 Trade and other payables         14         7,037,065       9,789,422      14,466,289 
 Deferred income                               661,673         634,004         630,841 
 Current tax liabilities                       532,554         371,453         522,376 
                                             8,289,325      10,813,739      15,735,946 
 
 Total liabilities                          10,185,194      13,095,324      17,765,151 
 
 Total equity and liabilities               96,627,931     110,869,142     124,943,470 
                                        ==============  ==============  ============== 
 

Consolidated statement of changes in equity

 
                                            Attributable to equity holders of the parent 
                                                                  Foreign                     Share 
                                                                 currency     Treasury        based 
                       Share         Share        Retained    translation       Shares      payment          Total 
                     capital       premium        earnings        reserve                   reserve         equity 
                         USD           USD             USD            USD          USD          USD            USD 
 As at 31 
  December 
  2014 (audited)   3,227,772   219,357,851   (117,613,540)      1,398,737            -   16,958,803    123,329,623 
 Loss for the 
  period                   -             -    (25,408,411)              -            -            -   (25,408,411) 
 Other 
  comprehensive 
  income                   -             -               -    (1,527,059)            -            -    (1,527,059) 
----------------  ----------  ------------  --------------  -------------  -----------  -----------  ------------- 
 Total 
  comprehensive 
  income                   -             -    (25,408,411)    (1,527,059)            -            -   (26,935,470) 
 Shares issued 
  in 
  the period           2,530             -               -              -            -            -          2,530 
 Purchase of 
  shares 
  into treasury            -             -               -              -      (3,424)            -        (3,424) 
 Share based 
  payments                 -             -               -              -            -    1,380,559      1,380,559 
 Transaction 
  with 
  owners               2,530             -               -              -      (3,424)    1,380,559      1,379,665 
 As at 30 June 
  2015 
  (unaudited)      3,230,302   219,357,851   (143,021,951)      (128,322)      (3,424)   18,339,362     97,773,818 
================  ==========  ============  ==============  =============  ===========  ===========  ============= 
 
 Loss for the 
  period                   -             -    (33,272,187)              -            -            -   (33,272,187) 
 Other 
  comprehensive 
  income                   -             -               -    (2,737,284)            -            -    (2,737,284) 
----------------  ----------  ------------  --------------  -------------  -----------  -----------  ------------- 
 Total 
  comprehensive 
  income                   -             -    (33,272,187)    (2,737,284)            -            -   (36,009,471) 
 Shares issued 
  in 
  the period         750,000    44,672,999               -              -            -            -     45,422,999 
 Cost of share 
  issue                    -     (713,760)               -              -            -            -      (713.760) 
 Share based 
  payments                 -             -               -              -            -      704,733        704,733 
 Transaction 
  with 
  owners             750,000    43,959,239               -              -            -      704,733     45,413,972 
 As at 31 
  December 
  2015 (audited)   3,980,302   263,317,090   (176,294,138)    (2,865,606)      (3,424)   19,044,095    107,178,319 
================  ==========  ============  ==============  =============  ===========  ===========  ============= 
 Loss for the 
  period                   -             -    (23,811,975)              -            -            -   (23,811,975) 
 Other 
  comprehensive 
  income                   -             -               -      2,535,399            -            -     2,535,399) 
----------------  ----------  ------------  --------------  -------------  -----------  -----------  ------------- 
 Total 
  comprehensive 
  income                   -             -    (23,811,411)      2,535,399            -            -   (21,276,576) 
 Share based 
  payments                 -             -               -              -            -      540,994        540,994 
 Transaction 
  with 
  owners                   -             -               -              -            -      540,994        540,994 
 As at 30 June 
  2016 
  (audited)        3,980,302   263,317,090   (200,106,113)      (330,207)      (3,424)   19,585,089     86,442,736 
================  ==========  ============  ==============  =============  ===========  ===========  ============= 
 
 

Consolidated Statement of Cash Flows

 
                                              Six months     Six months            Year 
                                                      to             to           ended 
                                                 30 June        30 June     31 December 
                                                    2016           2015            2015 
                                    Notes      Unaudited      Unaudited         Audited 
 Cash flows from operating                           USD 
  activities                                                        USD             USD 
 Loss before tax                            (23,899,882)   (25,235,583)    (58,840,828) 
 
 Adjustment to reconcile 
  profit before tax to net 
  cash flows 
 Amortisation and depreciation 
  of non-current assets                        4,440,260      2,567,701       6,835,642 
 Provision for bad debts                          44,902         90,750               - 
 Share based payment charges                     540,994      1,380,559       2,085,292 
 Transaction costs on capital                          -              -               - 
  operations, including 
  IPO 
 Finance income                                 (68,726)       (67,166)        (68,726) 
 Finance expenses                                 60,240         25,608          60,240 
 Unrealised foreign exchange 
  gains                                          256,062        817,728       (355,126) 
 Net loss/(gain) on disposal 
  of PPE and intangible 
  assets                                           5,797      (421,682)       (435,591) 
 
 Variation in working capital 
 (Increase)/decrease in 
  inventories                                (2,017,093)    (8,968,403)    (12,829,439) 
 Decrease/(increase)/in 
  trade and other receivables                  4,544,547        642,028     (3,541,287) 
 Increase/(decrease) in 
  trade and other payables                   (7,398,391)      3,509,526       8,759,729 
 Decrease/(increase)/ in 
  restricted cash                              (135,105)              -         333,936 
 Income tax paid                                (15,336)       (90,450)       (171,882) 
 
 Net cash flows from operating 
  activities                                (23,641,731)   (25,749,384)    (58,168,040) 
 
 Cash flows from investing 
  activities 
 Net purchase of from intangible 
  assets                                        (18,066)              -       (900,035) 
 Purchase of PPE in course 
  of commissioning                           (1,469,914)    (8,666,039)    (15,578,162) 
 Net purchase of other 
  PPE                                        (3,474,426)    (2,819,557)          60,507 
 Purchase of pallet pool                     (1,668,992)    (8,842,115)    (17,895,718) 
 Loans granted to third 
  parties                                        (5,552)       (14,762)         (2,524) 
 Finance income received                          68,726         67,166          68,726 
 Net cash flows from investing 
  activities                                 (6,568,224)   (20,275,307)    (34,247,206) 
 
 Cash flows from financing 
  activities 
 Issuance of capital                 16                -          2,530      45,425,529 
 Purchase of treasury shares                           -        (3,424)         (3,424) 
 Transaction costs on capital 
  operations, charged against 
  share premium account              16                -              -       (713,760) 
 Proceeds from other and 
  related party borrowings                                       70,284         (3,223) 
 Repayment of other and 
  related party borrowings                      (54,361)       (28,273)       (117,575) 
 
 Finance costs                                  (60,240)       (25,608)        (60,240) 
 
 Net cash flows from financing 
  activities                                   (114,601)         15,509      44,527,307 
 
 Net change in cash and 
  cash equivalents                          (30,324,556)   (46,009,182)    (47,887,939) 
                                           =============  =============  ============== 
 
 Increase/decrease in cash 
  and cash equivalents                      (30,324,558)   (46,009,182)    (47,887,939) 
 Cash and cash equivalents 
  at 1 January                                34,515,597     82,882,794      82,882,794 
 Exchange adjustment of 
  cash and cash equivalents                       91,887    (1,012,635)       (479,258) 
                                           -------------  -------------  -------------- 
 Cash and cash equivalents 
  at end of period                             4,282,928     35,860,977      34,515,597 
                                           =============  =============  ============== 
 

Notes (unaudited) to the Interim Consolidated Financial Information

Corporate information

RM2 International S.A. (the "Company") is a limited company (Société Anonyme) 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.

This unaudited interim consolidated financial information does not constitute statutory accounts.

Basis of preparation

While being compliant with AIM Rule 18 minimum requirements, the unaudited 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 2015.

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 2015. None of the newly applicable IFRS standards and amendments had an impact on the Group's interim consolidated financial information.

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.

Significant accounting judgements, estimates and assumptions

When preparing the unaudited 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 2015.

Going Concern

The Group's financial result for the first half of 2016 was a loss of USD 24.0m and the cash outflow was USD 30.2m, mainly attributable to the manufacturing activity during the first three months of the year. Cash reserves at 30 June 2016 were USD 4.3m. Following the receipt of the proceeds from the issuance of convertible preferred shares, the cash balance at 31 August 2016 was USD 18.4m, excluding restricted cash.

The financial performance of the Group was again heavily impacted by manufacturing activities during the first quarter. The re-sizing of the manufacturing operations in Canada, initiated in early January 2016, generated a drop in the cost per unit by circa 20%, but the absolute value of production cost remained too high to be sustainable. The factory produced significantly above the standard cost, contributing more than USD 12.0m to the operating loss of USD 24.0m. Following the suspension of production in Canada, the plant's headcount continues to decrease, and at end of August 2016 was down to 53. The plant's cash outflow consists of payroll, rental of building and clearing the accounts payables backlog and is now below USD 900,000 per month.

The precise timing of the commencement of manufacturing in China is principally dependent on the lead-time required to clear customs for the equipment sent from Canada. The pultrusion machines shipped from Canada on July 15(th) are currently awaiting customs clearance in Shanghai. The Group is actively working with Zhenshi on revisions to their agreements arising from the review by the Customs authorities and on preparing answers to other queries raised by the Customs authorities. Once these matters are attended to and the initial shipment is cleared, the Group will send further Fabrication, Assembly and Coating equipment to China. The equipment will be housed in a 20,000 square metre facility to be built out by an affiliate of Zhenshi. The RM2 production process will utilise 10,000 square metres, leaving spare capacity for future expansion.

The commercial pipeline remains promising and the inventory built prior to the cessation of production is being allocated to major customers. A significant sale of pallets, to be delivered in Q4 2016 is under signature process with a major US-based company. The Group continues to conduct pre-sale trials in the US of its BLOCKpal product among international companies in retail, food & frozen industries and FMCG sectors.

The business plan and cash flow forecast for the next 12-month period starting from June 1, 2016 which is considered as the going concern analysis period, have been updated by management using the same conservative assumptions used in the last going concern assessment. Management confirmed recurring net cash outflows of c. USD 2.0m per month (including both commercial entities and the plant). The expected sale of pallets in Q4 2016 is not factored into the net monthly cash outflow of USD 2.0m and could bring additional cash inflows up to USD1.0m per month in the course of 2017, subject to the delivery schedule required by the customer. The one-time-costs relating to the transition to China previously estimated at USD 8.8m now amount to USD 9.9m as the Group has decided to upgrade some equipment before commissioning. At the end of August, only USD 1.6m has been paid regarding these one-time-costs.

While there are currently material uncertainties as mentioned in the FY2015 financial statements which may cast significant doubt on the Group's ability to continue as a going concern, it is possible that the Group may be unable to realize its assets and discharge its liabilities in the normal course of business. Management has, however, identified four strategic cash-contribution-projects, any one of which will contribute significantly to ensuring the going concern of the Group. In addition to the significant sale of pallets to be delivered before year-end, management has undertaken a better monetization of the current pool of pallets and the real estate building in Switzerland. Further, management continues to work towards the placement of an additional USD 10.0m of convertible preferred shares as authorized by the General Assembly. Depending on which combination of these initiatives is realized and their related size, the Group may recognize by year-end adequate accounting impairment (non-cash items) on the values of these assets. However, these four items allow the Group to confirm its confidence in the going concern status of the Company through June 2017 and beyond. These assumptions are the Directors' best estimate of the future development of the business. The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and accordingly, continue to adopt the going concern basis in preparing the consolidated financial statements.

Business review and Key Performance Indicators

The business report considers the key performance indicators to be the levels of production, the sales or leasing of pallets and the cash reserves of the business.

Following the signature of the manufacturing agreement with the Chinese partner Zhenshi in April 2016, the Group initiated the decommissioning of equipment at the Canadian manufacturing site as of 4 April, 2016, producing only marginal quantities of samples, with determination of the future of the Canadian site remaining for further consideration by the Board. Approximately 92,000 pallets were produced in Canada in the first four months of 2016. The addition of new manufacturing equipment as forecasted amounted to USD 5.0m., bringing the net book value of industrial assets to USD 40.0m.

As the Group moves toward an outsourced production model, the Group has carefully managed the inventory and the commercial deployment over the first half of 2016. 20,000 pallets have been deployed in the field, taking the total active pool size to 250,000 pallets. The pallet inventory has grown to 160,000 pallets, which will be allocated to future contracts until outsourced production starts in the course of 2017. The revenue generated by the lease activity in the first half of 2016 was USD 2.7m, which almost equals the full year 2015 rental revenue. The Group expects to contract a significant sale of pallets in the last quarter.

The Group has announced the issuance of convertible preferred shares with a cumulative preferred 9% dividend payable each year, which has been supported by existing investors for USD 20.0m. Funds were received on July 18(th) , 2016.

Cash reserves, excluding restricted cash, at 30 June 2016 were USD 4.3m (Dec 2015 USD 34.5m).

Cash reserves, excluding restricted cash, at 31 August 2016 were USD 18.4m.

Significant events and transactions

The Group's management believes that the Group is well positioned despite the continuing difficult economic circumstances. Factors contributing to the Group's manageable position are:

 
 --   No significant decline in order intake was experienced 
       on larger projects. Further, the Group has several 
       long-term contracts with a number of its customers 
 --   The Group has entered deep discussions with major 
       banks to set up a large financing that will enable 
       the Group to produce and deploy a significant 
       number of pallets 
 --   The Group's major customers have not experienced 
       financial difficulties. Credit quality of trade 
       receivables as at 30 June 2016 is considered to 
       be good 
 

Overall, the Group is in a manageable position thanks to a high quality commercial pipeline, which will be deployed in a profitable way once an adequate financing is in place. The Group's objectives and policies for managing capital, credit risk and liquidity risk are described in its recent annual financial statements.

Revenues and segment reporting

The Group has only one operating segment for the disclosure of revenue. However the revenue analysis is broken down by revenue stream as disclosed here below.

Operating segment is reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Board of Directors of the parent company that makes strategic decisions.

The Group has determined the operating segments based on the reports reviewed by the Board of Directors, which are used to make strategic decisions.

The Board of Directors is responsible for the Group's entire business and considers the business to have a single operating segment that represent the production, the sale and the rent of pallets including related logistical services. The asset allocation decisions are based on a single, integrated investment strategy, and the Group's performance is evaluated on an overall basis.

The internal reporting provided to the Board of Directors for the Group's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS.

There were no changes in the reportable segments during the year.

The Group has a diversified customer portfolio. During the period there was 1 client who represents more than 10% of the Group's revenues.

Turnover

 
                                 Six months        Six months     Year ended 
                                         to                to    31 December 
                                    30 June           30 June           2015 
                             2016 Unaudited    2015 Unaudited        Audited 
 
 Sold pallets                       288,520           215,828      3,755,015 
 Leased pallets                   2,722,840           816,221      2,740,530 
 Rendering of logistical 
  services                          696,476           739,342      1,504,592 
                           ----------------  ----------------  ------------- 
                                  3,707,836         1,771,391      8,000,137 
                           ================  ================  ============= 
 

Geographical information

 
                Six months        Six months     Year ended 
                        to                to    31 December 
                   30 June           30 June           2015 
            2016 Unaudited    2015 Unaudited        Audited 
 USA             2,811,930           856,565      6,308,906 
 Europe            895,906           914,826      1,691,232 
                 3,707,836         1,771,391      8,000,137 
          ================  ================  ============= 
 

The parent company is based in Luxembourg. The information for the geographical area of non-current assets are presented for the most significant areas where the group has operations, being Luxembourg (country of domicile), rest of Europe and North America.

 
                        Six months        Six months     Year ended 
                                to                to    31 December 
                           30 June           30 June           2015 
                    2016 Unaudited    2015 Unaudited        Audited 
 
 
 Luxembourg              2,280,246         2,247,274      3,249,373 
 Rest of Europe          6,425,322         8,095,908      6,379,028 
 North America          54,080,320        40,590,150     48,815,909 
                  ----------------  ----------------  ------------- 
                        62,785,888        50,933,332     58,444,310 
                  ================  ================  ============= 
 

Non-current assets for this purpose consist of property, plant and equipment, investment properties and intangible assets.

Cost of sales

 
                                    Six months        Six months     Year ended 
                                            to                to    31 December 
                                       30 June           30 June           2015 
                                2016 Unaudited    2015 Unaudited        Audited 
 
 
 Cost of pallets sold 
  - blockpall                          238,726           152,668      2,128,000 
 Cost of pallets sold 
  - services                           112,162           162,384        279,748 
 Amortization of pallet 
  pool                               2,241,473           619,244      2,293,955 
 Cost of software, licenses 
  and services                         691,405           734,892      1,551,590 
 Factory absorption                 12,042,106        14,485,152     32,325,152 
 Impairment and repairs                (7,831)                 -      1,921,988 
 Other                               1,527,288         1,033,516      4,011,961 
                              ----------------  ----------------  ------------- 
                                    16,845,329        17,187,856     44,512,394 
                              ================  ================  ============= 
 
 

Factory absorption is the variance between actuals costs to produce pallets and the standard costs used in valuing the pallets produced in inventory and assets. The total cost of the production facility for which the total manufacturing capacity is circa 3 million pallets was not fully absorbed by production in the year and the under absorption is shown as a cost of sales.

Administrative expenses

 
                                  Six months        Six months     Year ended 
                                          to                to    31 December 
                                     30 June           30 June           2015 
                              2016 Unaudited    2015 Unaudited        Audited 
 
 Administration payroll            1,084,038         1,102,090      1,939,126 
 Selling and distribution          5,023,559         3,997,019      9,853,251 
 Share based payment 
  (non-cash item)                    540,994         1,380,559      2,085,292 
 Depreciation                        959,716           772,420      1,354,516 
 Other                            3, 017,167         3,035,394      6,148,380 
                                  10,625,475        10,287,482     21,380,565 
                            ================  ================  ============= 
 

Other operating income and expenses

 
 Other operating income         Six months        Six months     Year ended 
                                        to                to    31 December 
                                   30 June           30 June           2015 
                            2016 Unaudited    2015 Unaudited        Audited 
 
 Net gain/ (loss) on 
  disposal of PPE                        -           421,682        435,591 
 Rental income                     142,151           153,683        289,570 
 Other                                   -           164,992        179,515 
                          ----------------  ----------------  ------------- 
 Total other operating 
  income                           142,151           740,357        904,676 
                          ================  ================  ============= 
 
 
 
 Other operating expenses              Six months        Six months     Year ended 
                                               to                to    31 December 
                                          30 June           30 June           2015 
                                   2016 Unaudited    2015 Unaudited        Audited 
 
 Direct operating expenses 
  on rental-earning investment 
  properties                               36,132            12,934        124,688 
 Other                                          -            51,080         51,080 
                                 ----------------  ----------------  ------------- 
 Total other operating 
  expenses                                 36,132            64,014        175,768 
                                 ================  ================  ============= 
 
 

Property, plant and equipment- other

 
                                 Land &        Plant       Construction      Total 
                                 Building    & Equipment    in progress 
                                   USD          USD            USD            USD 
 Cost 
 As at 31 December 
  2014 (audited)                1,737,167     21,613,060      9,048,229    32,398,456 
 Additions                              -      3,241,239      8,666,039    11,907,278 
 Exchange differences             (6,521)    (1,039,920)      (324,687)   (1,371,128) 
 As at 30 June 2015 
  (unaudited)                   1,730,646     23,814,379     17,389,581    42,934,606 
 Additions                         26,952    (2,893,107)      6,912,123     4,045,967 
 Disposals                              -       (23,469)              -      (23,469) 
 Other / transfers                      -      8,648,204    (8,648,204)             - 
 Exchange differences            (11,371)    (1,879,609)      (565,969)   (2,456,950) 
                               ----------  -------------  -------------  ------------ 
 As at 31 December 
  2015 (audited)                1,746,227     27,666,398     15,087,531    44,500,155 
 Additions                              -      3,474,469      1,469,914     4,944,383 
 Disposals                              -       (30,654)              -      (30,654) 
 Other/transfer                         -      3,037,026    (3,037,026)             - 
 Exchange differences               8,438      1,603,138        914,718     2,526,294 
                               ----------  -------------  -------------  ------------ 
 As at 30 June 2016 
  (unaudited)                   1,754,665     35,750,376     14,435,137    51,940,178 
                               ==========  =============  =============  ============ 
 
 
 Depreciation and impairment 
                               ----------  -------------  -------------  ------------ 
 As at 31 December 
  2014 (audited)                  171,447      2,429,000      3,537,463     6,137,910 
 Depreciation charge 
  for the period                   32,240      1,153,426              -     1,185,666 
 Exchange differences               (530)       (99,436)              -      (99,966) 
 As at 30 June 2015 
  (unaudited)                     203,157      3,482,990      3,537,463     7,223,610 
 Depreciation charge 
  for the period                   29,415      1,297,725              -     1,327,140 
 Disposals                              -       (23,469)              -      (23,469) 
 Impairment charge 
  for the year                          -         87,062              -        87,062 
 Exchange differences             (2,553)      (364,586)              -     (367,139) 
                               ----------  -------------  -------------  ------------ 
 As at 31 December 
  2015 (audited)                  230,019      4,479,722      3,537,463     8,247,204 
 Depreciation charge 
  for the period                   33,151      1,698,761              -     1,731,912 
 Disposal                               -       (24,857)              -      (24,857) 
 Exchange differences               1,373        181,338              -       182,711 
                               ----------  -------------  -------------  ------------ 
 As at 30 June 2016 
  (unaudited)                     264,543      6,334,964      3,537,463    10,136,970 
                               ==========  =============  =============  ============ 
 
 Net book value 
 As at 30 June 2016 
  (unaudited)                   1,490,122     29,415,412     10,897,673    41,803,208 
                               ==========  =============  =============  ============ 
 As at 31 December 
  2015 (audited)                1,516,208     23,186,675     11,550,067    36,252,951 
                               ==========  =============  =============  ============ 
 As at 30 June 2015 
  (unaudited)                   1,527,489     20,331,389     13,852,118    35,710,996 
                               ==========  =============  =============  ============ 
 
 

Property, plant and equipment - Pallet pool

 
                                    Pallet 
                                     Pool 
 
                                     USD 
 Cost 
                                 ----------- 
 As at 31 December 
  2014 (audited)                   2,886,081 
 Additions                         8,842,115 
 As at 30 June 2015 
  (unaudited)                     11,728,197 
 Additions                         9,053,602 
 As at 31 December 
  2015 (audited)                  20,781,799 
 Additions                         1,668,994 
 As at 30 June 2016 
  (unaudited)                     22,450,793 
                                 =========== 
 
 Depreciation and impairment 
                                 ----------- 
 As at 31 December 
  2014 (audited)                     131,575 
 Depreciation charge 
  for the period                     751,713 
 As at 30 June 2015 
  (unaudited)                        883,288 
 Depreciation charge 
  for the period                   2,414,230 
 As at 31 December 
  2015 (audited)                   3,297,518 
 Depreciation charge 
  for the period                   2,155,588 
 As at 30 June 2016 
  (unaudited)                      5,453,106 
                                 =========== 
 
 Net book value 
 As at 30 June 2016 
  (unaudited)                     16,997,687 
                                 =========== 
 As at 31 December 
  2015 (audited)                  17,484,281 
                                 =========== 
 As at 30 June 2015 
  (unaudited)                     10,844,909 
                                 =========== 
 
 

Intangible assets

 
                         Software     Trade        Customer       Acquired     Goodwill      Total 
                                       names     relationships     licences 
                                                                     and 
                                                                   similar 
                                                                  intangible 
                                                                    assets 
                            USD        USD           USD             USD          USD         USD 
 Cost 
 As at 31 December 
  2014 (audited)         2,679,607    155,328          465,983       297,033    1073,153   4,671,104 
 Additions                       -          -                -             -           -           - 
 Exchange differences       32,010      1,856            5,567             -      12,819      52,252 
                        ----------  ---------  ---------------  ------------  ----------  ---------- 
 As at 30 June 
  2015 (unaudited)       2,711,617    157,184          471,550       297,033   1,085,972   4,723,356 
                        ==========  =========  ===============  ============  ==========  ========== 
 Additions                       -          -                -       900,035           -     900,035 
 Exchange differences    (158,130)    (9,167)         (27,499)             -    (63,329)   (258,125) 
                        ----------  ---------  ---------------  ------------  ----------  ---------- 
 As at 31 December 
  2015 (audited)         2,553,487    148,017          444,051     1,197,068   1,022,643   5,365,266 
 Additions                       -          -                -        18,065           -      18,065 
 Exchange differences    (243,192)   (14,097)         (42,291)             -    (97,396)   (396,975) 
                        ----------  ---------  ---------------  ------------  ----------  ---------- 
 As at 30 June 
  2016 (unaudited)       2,310,295    133,920          401,760     1,215,133     925,247   4,986,356 
                        ==========  =========  ===============  ============  ==========  ========== 
 
 
 Depreciation 
  and impairment 
 As at 31 December 
  2014 (audited)           893,131     31,062           93,186        47,032           -   1,064,411 
 Amortization 
  charge for the 
  period                   421,670     45,855          137,566             -           -     605,090 
 Exchange differences       41,009      1,675            5,023             -           -      47,707 
                        ----------  ---------  ---------------  ------------  ----------  ---------- 
 As at 30 June 
  2015 (unaudited)       1,355,810     78,592          235,775        47,032           -   1,717,208 
                        ==========  =========  ===============  ============  ==========  ========== 
 Amortization 
  charge for the 
  period                   457,348   (15,283)         (45,849)        29,732           -     425,948 
 Exchange differences    (110,838)    (4,106)         (12,306)             -           -   (127,250) 
                        ----------  ---------  ---------------  ------------  ----------  ---------- 
 As at 31 December 
  2015 (audited)         1,702,319     59,203          177,620        76,764           -   2,015,906 
 Amortization 
  charge for the 
  period                   406,958     14,154           42,462        70,450           -     605,090 
 Exchange differences    (184,031)    (6,397)         (19,202)             -           -      47,707 
                        ----------  ---------  ---------------  ------------  ----------  ---------- 
 As at 30 June 
  2015 (unaudited)       1,925,246     66,960          200,880       147,214           -   2,340,301 
                        ==========  =========  ===============  ============  ==========  ========== 
 
 Net book value 
 
 As at 30 June 
  2016 (unaudited)         385,049     66,960          200,880     1,067,919     925,247   2,646,054 
                        ==========  =========  ===============  ============  ==========  ========== 
 As at 31 December 
  2015 (audited)           851,168     88,814          266,431     1,120,304   1,022,643   3,349,359 
                        ==========  =========  ===============  ============  ==========  ========== 
 As at 30 June 
  2015 (unaudited)       1,355,807     78,592          235,775       250,001   1,085,972   3,006,148 
                        ==========  =========  ===============  ============  ==========  ========== 
 

*Goodwill relates to the Equipment Tracking acquisition in 2013

Inventories

 
                               As at             As at             As at 
                             30 June           30 June       31 December 
                      2016 Unaudited    2015 Unaudited      2015 Audited 
                                 USD               USD               USD 
 
 Raw Material              6,908,874         7,314,957        10,456,947 
 Work in process           1,874,083         2,761,851         2,268,138 
 Finished pallets         13,080,763         5,908,783         7,121,542 
                    ----------------  ----------------  ---------------- 
 Total inventory          21,863,720        15,985,591        19,846,627 
                    ================  ================  ================ 
 

Trade receivables

 
                                      As at             As at           As at 
                                    30 June           30 June     31 December 
                             2016 Unaudited    2015 Unaudited    2015 Audited 
                                        USD               USD             USD 
 
 Trade receivables                2,134,719         1,491,809       3,541,955 
 Income tax receivables               7,317             3,178              66 
 Other tax receivables            1,251,627         2,845,690       2,373,410 
 Other receivables                1,618,895           839,149       2,400,412 
                           ----------------  ----------------  -------------- 
 Total Trade receivables          5,012,559         5,179,826       8,315,843 
                           ================  ================  ============== 
 

Trade payables

 
                                      As at             As at           As at 
                                    30 June           30 June     31 December 
                             2016 Unaudited    2015 Unaudited    2015 Audited 
                                        USD               USD             USD 
 
 Trade payables                   5,034,648         7,519,744      12,139,283 
 Employee compensation 
  payables                           67,870           947,848         270,431 
 Current tax liabilities            243,717           750,556         423,531 
 Other payables                   1,690,828           571,274       1,633,044 
                           ----------------  ----------------  -------------- 
 Total Trade payables             7,037,064         9,789,422      14,466,289 
                           ================  ================  ============== 
 

Interest-bearing loans and borrowings

 
                                                                   As at         As at          As at 
                                   Effective                     30 June       30 June    31 December 
                                    interest      Maturity          2016          2015           2015 
                                        rate          date     Unaudited     Unaudited        Audited 
                                                                     USD           USD            USD 
 
 Non-current interest-bearing 
  loans and borrowings 
 CHF 1,875,000 Bank                      1.8   30 November 
  loan                                     %          2020     1,840,885     2,020,661      1,814,060 
 (The loan is secured 
  by a mortgage on 
  the building held 
  by the Group in 
  Switzerland.) 
 
 Hire purchase liabilities 
  in excess of one 
  year                                                             8,035         9,431         30,815 
 
 Total non-current 
  interest-bearing 
  loans and borrowings                                         1,848,920     2,030,092      1,844,875 
                                                            ============  ============  ============= 
 
 Current interest-bearing 
  loans and borrowings 
 Short-term part 
  of long term bank 
  loan                              Variable     On-demand        50,000             -        100,000 
 Hire purchase liabilities 
  in excess of one 
  year                                                             8,034        18,860         16,440 
                                                            ------------ 
 Total current interest-bearing 
  loans and borrowings                                            58,034        18,860        116,440 
                                                            ============  ============  ============= 
 
 Total interest-bearing 
  loans and borrowings                                         1,906,954     2,048,952      1,961,315 
                                                            ============  ============  ============= 
 
 

Share capital and reserves

2016

There have been no issues of shares during the period.

2015

On 12 March 2015, 253,000 restricted shares were granted to certain employees. The restricted shares vest three years from the date of grant if the recipients are still employed by the Group at such time.

On 17 June 2015, the Company repurchased 333,334 previously issued restricted shares. These shares are held as non-voting treasury shares. These shares have been acquired from two former employees benefiting from the ESOP plan. These shares have been acquired at nominal value.

On 21 October 2015, the Company issued 75,000,000 ordinary shares at GBP 0.40 per share.

On 3 November 2015, the Company awarded 5,500,000 options over its ordinary shares of USD 0.01 each under its 2013 Stock Option and Incentive Plan to its non-executive directors. The options have an exercise price of 46.5p, being the closing share price on 2 November 2015, and duration of 10 years. The options will vest over a 3 year period in equal annual instalments but cannot be exercised until the stock closes above a thirty day average closing price of 100p.

On 3 November 2015, the Company awarded 800,000 options over its ordinary shares of USD 0.01 each under its 2013 Stock Option and Incentive Plan to some employees. The options have an exercise price of 46.5p, being the closing share price on 2 November 2015, and duration of 10 years. The options will vest over a 3 year period in equal annual instalments.

As at 31 December 2015, RM2's issued share capital was 398,030,156 Ordinary Shares of USD 0.01 each in the capital of the Company.

2014

On 6 January 2014 the Company completed the IPO issuing, 155,903,548 shares at GBP0.88 on AIM and receiving net proceeds, after payment of fees of USD 215,760,052. Following repayment of USD71,679,712 of development loans, fees and interest, the Company's balance sheet was free of debt (other than the mortgage on the office building in Switzerland) and retained USD144,080,340 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 a significant shareholder.

On 24 January 2014, 2,316,405 restricted shares were granted to certain Directors having Performance Conditions (see note 22).

On 3 April 2014, 900,000 restricted shares were granted to a consultant subject to certain vesting conditions.

On 13 June 2014, 2,317,000 restricted shares were granted to certain employees, 1,000,000 of which were subject to Performance Conditions, and 1,317,000 of which were subject to certain vesting conditions.

On 22 September 2014 1,000,000 restricted shares were granted subject to certain Performance Conditions.

Following such issuances, the Company had 322,777,156 Ordinary Shares issued.

Ordinary shares issued and fully paid

 
                                  Shares         USD      Par value 
                                                           per share 
 
 
 
 At 30 June 2014 (unaudited)    321,777,156   3,217,772     USD 0.01 
 
 Subscription for restricted 
  shares on 22 September 
  2014                            1,000,000      10,000     USD 0.01 
 
 At 31 December 2014            322,777,156   3,227,772     USD 0.01 
 
 Subscription for restricted 
  shares on 2 March 2015            253,000       2,530     USD 0.01 
 
 
 At 30 June 2015                323,030,156   3,230,302     USD 0.01 
 
 Subscription for new 
  shares on 21 October 
  2015                           75,000,000     750,000     USD 0.01 
 
 At 31 December 2015            398,030,156   3,980,302     USD 0.01 
 
 At 30 June 2016                398,030,156   3,980,302     USD 0.01 
 
 

As at 30 June 2015 and 30 June 2014, the share capital issued composed of one Class of Ordinary Shares having equal rights.

Share premium

 
                                                  USD 
 
 At 30 June 2014 (unaudited)                  219,357,851 
 
 At 31 December 2014 (audited)                219,357,851 
 
 At 30 June 2015 (unaudited)                  219,357,851 
 
 Subscription for new shares on 21 October 
  2015                                         44,672,999 
 Transaction costs on issue of shares           (713,760) 
 
 At 31 December 2015 (audited)                263,317,090 
 
 
 At 30 June 2016 (unaudited)                  263,317,090 
 
 

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:

 
                                      Six months        Six months     Year ended 
                                              to                to    31 December 
                                         30 June           30 June           2015 
                                  2016 Unaudited    2015 Unaudited        Audited 
                                             USD               USD            USD 
 
 Net loss attributable 
  to ordinary equity holders 
  of the parent for basic 
  earnings                          (23,811,975)      (25,408,411)   (58,680,598) 
                                ================  ================  ============= 
 
                                           As at             As at          As at 
                                         30 June           30 June    31 December 
                                            2016              2015           2015 
 Weighted average number 
  of ordinary shares for 
  basic earnings per share           398,030,156       322,930,913    337,569,983 
 Weighted average number 
  of ordinary shares adjusted 
  for the effect of dilution         398,030,156       322,944,891    337,569,983 
                                ================  ================  ============= 
 
 Loss per share 
    Basic                                 (0.06)            (0.08)         (0.17) 
    Diluted                               (0.06)            (0.08)         (0.17) 
                                ================  ================  ============= 
 
 

Management considers that there is no dilutive effect from the options as they would be negative.

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.

Subsequent event

Strategic alliance

On September 26, 2016, the Company announced that it has entered into a strategic cost-saving manufacturing agreement with Jabil Circuit, Inc. ("Jabil") for the mass production of the RM2 BLOCKpal pallet in Mexico. The agreement with Jabil, a global leader in digital manufacturing and supply chain solutions, will allow RM2 to scale production to market demand. Initial production is expected to be deployed in Q1 2017. Pallets produced at the facility will initially be deployed with RM2's customers in North America.

This agreement is complementary to the agreement announced in April this year for the production of pallets by Zhenshi Holdings Groups Ltd in China, allowing RM2 to address the volume demands of its clients. Production costs at the two facilities are expected to be similar. The initial aggregate annual outsourcing capacity of the Company remains at c1.5 million pallets.

Under this five-year, renewable agreement, the Company provides existing machinery on a bailment basis to Jabil and makes no initial capital outlay. Should the Company not order a minimum of 143,000 pallets per quarter, it is liable to a pay an under-production gross-up payment to Jabil to enable Jabil to recover USD2 million in capital commitment to the project.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR BDLLLQKFZBBL

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September 28, 2016 02:01 ET (06:01 GMT)

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