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STAR Star Energy Group Plc

12.10
0.025 (0.21%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Star Energy Group Plc LSE:STAR London Ordinary Share GB00BZ042C28 ORD 0.002P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.025 0.21% 12.10 11.75 12.45 178,432 16:35:22
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Computers & Software-whsl 4.04M -1.01M -0.0079 -4.75 4.8M

Starcom PLC Interim Results (6377W)

20/08/2020 7:00am

UK Regulatory


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TIDMSTAR

RNS Number : 6377W

Starcom PLC

20 August 2020

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information for the purposes of Article 7 under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.

20 August 2020

Starcom Plc

("Starcom" or the "Company")

Interim Results

Starcom (AIM: STAR), which specialises in the development of wireless, Internet-Of-Things (IoT) based solutions for the remote tracking, monitoring and protection of a variety of assets, announces its results for the six months ended 30 June 2020.

Highlights

   --     Revenues decreased by 25% to $2.3m (H1 2019: $3.1m ( 
   --     Recurring SaaS revenues increased by 16% to $1.0m (H1 2019: $0.9m ( 
   --     Adjusted EBITDA loss of $167,000 (H1 2019: profit of $75,000) 
   --     Gross margin for the period was 33% (H1 2019:41%) 

-- Cost reductions and a new bank facility providing financial stability through this uncertain period

   --     Positive signs for improvement in H2 2020 
   --     Re-engagement with certain clients in Russia and US 

Avi Hartmann, CEO of Starcom, commented:

"Although these results are below our original expectations , we are pleased to have been able to deliver in excess of $2 million of revenues in a period when the impact of COVID-19 created an unprecedented situation from March onwards, with many of our clients in complete shutdown. Notwithstanding this, we have managed to stabilise the business by maintaining engagement with customers, ensuring that we are able to support both existing customers, and are prepared to respond to both new opportunities and projects that recommence, as and when business conditions improve."

For further information:

 
 Starcom Plc 
  Michael Rosenberg, Chairman                       07785 727595 
  Avi Hartmann, CEO                                 +972 5477 35663 
 Allenby Capital Limited (Nominated Adviser 
  and Joint Broker) 
  Jeremy Porter/Asha Chotai                       020 3328 5656 
 Peterhouse Capital Limited (Joint Broker) 
  Lucy Williams/Charles Goodfellow/Eran Zucker    020 7469 0930 
 Leander PR (Financial PR) 
  Christian Taylor-Wilkinson                      07795 168 157 
 

CHAIRMAN'S STATEMENT

The results for the first half of 2020 reflect the impact of COVID-19 on the business. Sales dropped by 25% in the period, to $2.34m (H1 2019: $3.1m), EBITDA showed a loss of $167,000 (H1 2019: profit of $75,000) and gross margins decreased to 33% (due to higher logistics and shipment costs).

At the beginning of the year, our expectations for 2020 were to comfortably beat 2019's results, based on a strong pipeline of firm and prospective orders that had been built and the launch of the new product , Lokies. However, the positive early momentum was abruptly halted by the pandemic. From March 2020 onwards many of our customers were locked down and consequently were unable place orders as expected.

Drastic cost reduction measures were subsequently taken to ensure that the Company's costs were aligned with the lower level of activity and to maintain a stable cash position. Shortly after the period end, an enlarged bank facility was secured to enable the Company to withdraw up to NIS 5 million (approx. $1.4 million) as needed, subject to certain conditions, giving the Company sufficient headroom and confidence during this difficult period, and enabling the Company to come out of it ready for the future. The Company has focused on maintaining customer relationships, with the majority of customer projects being placed on hold as opposed to being cancelled. It is hoped that these projects will be resumed once conditions return to normal.

It was very encouraging to see that despite the challenges the Company has faced during the COVID-19 pandemic, the SaaS revenues continued the positive trend and increased by 16% compared to same period in 2019. This indicates the Company has strong relationships with its customers, who remain loyal to the Company's services.

The Company has used this period to increase the technological developments to its existing product portfolio in order to meet the requirements of new markets. Starcom has continued to strengthen and upgrade the on-line infrastructure supporting the tracking systems and has focused on development of new products, including a new premium Helios unit.

FINANCIAL REVIEW

Group revenues for the period were $2.34m, compared with $3.1m for six months ended 30 June 2019.

Recurring SaaS revenues improved to $1.0m (H1 2019 $0.9m)

The gross margin for the period was 33%, compared with 41% for the equivalent period in 2019. The impact of amortization costs ( referred to in Note 7 to the financial statements, below), along with lower revenues and extra shipping costs due to the new circumstances arising from COVID-19, resulted in an erosion of the Company's gross margin.

Total operating expenditure decreased by 9% to $1.48m (H1 2019: $1.6m), mainly due emergency cost cutting measures implemented by the management since the beginning of the COVID-19 pandemic .

The Group balance sheet showed decrease in trade receivables to $1.7m, compared with $2.0m as at 31 December 2019 (H1 2019: $1.57m), due to decrease in revenues for the reported period.

Group inventories at the period end were $2.3m, the same as at 31 December 2019.

Trade payables were $1.9m, compared with $2.1m as at 31 December 2019.

Net cash used in operating activities in the period was positive $46,000 compared with $ nil for the year ended 31 December 2019 (H1 2019: $13 ,000). As at the period end, the Company had cash and cash equivalents of $278, 000 (30 June 2019: $416 ,000).

OUTLOOK

As a result of the measures taken, including reducing costs and securing additional financing, the Board is confident that the Company is in a stable financial position and well placed to return to growth once lockdown restrictions are eased and trading conditions return to previously seen levels. This should include a return to the previously achieved gross margins levels as the Company's product shipment costs and logistics return to normal and as the product mix continues to migrate towards the higher margin IoT products. It is anticipated that the second half of this year should show an improvement on first half results assuming there is no second wave and reintroduction of severe lockdown measures in the key markets we serve. However, the full return to growth is expected to be delayed until 2021 , assuming more normal conditions return.

The innovative Lokies product is expected to be one of the key growth areas for the Company in the coming years . The agreement and the purchasing plan provided by the Russian distributor signed up in 2019 underpins this assessment, although this has been placed on hold until recently due to COVID-19 restrictions. Also encouraging is the three-year OEM contract recently signed with Cubemonk for the incorporation of our Kylos Air unit into their product. Zero Motorcycles is progressing with its own sales of Starcom-integrated motorbikes which may encourage other similar manufacturers to follow.

There are also new opportunities being identified and progressed during this uncertain period. For example, a new three-year agreement has been recently reached with HaZeaka, a long-term customer of Starcom, for the provision of a new Kylos unit, the "Connect", an innovative solution for motorcycle protection that prevents thieves from jamming and disrupting the cellular tracking signal sent from motorcycles to their owners. The product is currently going through customer testing ahead of orders being placed and we look forward to updating the market further on the progress with this agreement in due course .

The Board believes that its global client base, its advanced technology, strong product offering, recurring SaaS revenues and the substantial sales pipeline that has been built, provide a sound foundation for the Company to grow and develop in the post Covid-19 market.

Michael Rosenberg

Non Executive Chairman

Starcom Plc

STARCOM Plc

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. Dollars in thousands

 
 
                         June 30           December 
                                              31 
           Note    2020         2019         2019 
                 ---------    ---------    -------- 
                 Unaudited    Unaudited    Audited 
                 ---------    ---------    -------- 
   ASSETS 
 
 
   NON-CURRENT ASSETS : 
   Property, plant and equipment, net        3 50     460    378 
   Rights of use assets, net                  208     298    228 
   Intangible assets, net                  31,976   2,169  2,119 
   Income tax authorities                      56      49     54 
   Total Non-Current Assets                 2,590   2,976  2,779 
                                            -----   -----  ----- 
 
     CURRENT ASSETS : 
   Inventories                              2,348   2,287  2,346 
   Trade receivables (net of allowance 
    for doubtful accounts of $89, $14 
    and $59 thousand as of June 30, 2020 
    and 2019 and December 31,2019)          1,715   1,568  1,986 
   Other receivables                           68     195    169 
   Short-term deposit                          67      55     61 
   Cash and cash equivalents                  278     461    158 
   Total Current Assets                     4,476   4,566  4,720 
                                            -----   -----  ----- 
 
   TOTAL ASSETS                             7,066   7,542  7,499 
                                            =====   =====  ===== 
 
LIABILITIES AND EQUITY 
 
 
 
EQUITY 
                                           3,418            4,245  3,891 
                                           -----  ---------------  ----- 
 
NON- CURRENT LIABILITIES: 
Long-term loans from banks, net of 
 current maturities                          123               34    167 
Amortized cost of a convertible loan      5  249 
Conversion component of a convertible 
 loan at fair value                       5   57                -      - 
Leasehold liabilities                         96              173    115 
                                           -----  ---------------  ----- 
Total Non-Current Liabilities                525              207    282 
 
CURRENT LIABILITIES: 
Short-term bank credit                        85               68     79 
Short-term loans and current maturities 
 of long-term loans                          137              333    136 
Warrants at fair value                    5   11                -      - 
Trade payables                             1,888            1,751  2,081 
Shareholders and related parties          6  561              664    668 
Other payables                               307              136    227 
Leasehold liabilities                        134              138    135 
Total Current Liabilities                  3,123            3,090  3,326 
                                           -----  ---------------  ----- 
 
TOTAL LIABILITIES AND EQUITY               7,066            7,542  7,499 
                                           =====  ===============  ===== 
 

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

STARCOM Plc

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. Dollars in thousands

 
                                                                    Year Ended 
                                            Six Months Ended June    December 
                                                      30                31 
                                     Note     2020         2019        2019 
                                           -----------  ----------  ---------- 
                                            Unaudited   Unaudited    Audited 
                                           -----------  ----------  ---------- 
 
   Revenues                                      2,340       3,110       6,817 
 
   Cost of sales                      7        (1,557)     (1,844)     (4,019) 
                                           ----------- 
 
   Gross profit                                    783       1,266       2,798 
 
   Operating expenses: 
 
     Research and development, net                (71)        (81)       (231) 
 
     Selling and marketing                       (292)       (380)       (776) 
 
     General and administrative                (1,116)     (1,168)     (2,423) 
 
     Other income (expenses)                        25        (11)        (74) 
                                           -----------  ----------  ---------- 
                                               (1,454)     (1,640)     (3,504) 
                                           -----------  ----------  ---------- 
 
   Operating loss                                (671)       (374)       (706) 
 
   Net finance expenses               8           (45)       (131)       (313) 
                                           -----------  ----------  ---------- 
 
  Total comprehensive loss prior 
   to taxes                                      (716)       (505)     (1,019) 
 
  Taxes on income due to previous 
   years                                         - . -       - . -       - . - 
                                           -----------  ----------  ---------- 
 
  Total comprehensive loss for 
  the year                                       (716)       (505)     (1,019) 
                                           ===========  ==========  ========== 
  Loss per share: 
  Basic and diluted loss per 
   share (in dollars)                 4        (0.002)     (0.002)     (0.003) 
                                           ===========  ==========  ========== 
 
 
 

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

STARCOM Plc

   INTERIM CONDENSED   CONSOLIDATED   STATEMENT OF CHANGES IN EQUITY 

U.S. Dollars in thousands

 
 
                                                                Capital 
                         Share                                   Reserve 
                        Capital       Premium    Capital     for Share-based    Accumulated 
                           *          on Shares   Reserve        payment            Loss         Total 
                     ------------   -----------  --------  -----------------  ----------------  -------- 
(Unaudited) 
Balance- January 1, 
 2020                            -       12,254        89                942           (9,394)     3,891 
Issue of share 
 capital, 
 net of expenses - 
 see 
 Note 4                          -           73         -                  -                 -        73 
Share based payment 
 - Note 4                        -            -         -                170                 -       170 
Comprehensive loss 
 for the period                  -            -         -                  -             (716)     (716) 
                                                           ----------------- 
Balance- June 30, 
 2020                            -       12,327        89              1,112          (10,110)     3,418 
                     =============  ===========  ========  =================  ================  ======== 
 
(Unaudited) 
Balance- January 1, 
 2019                            -       11,460        89                687           (8,375)     3,861 
Issue of share 
 capital, 
 net of expenses                 -          794         -                  -                 -       794 
Share based payment              -            -         -                 95                 -        95 
Comprehensive loss 
 for the period                  -            -         -                  -             (505)     (505) 
                                                           ----------------- 
Balance- June 30, 
 2019                            -       12,254        89                782           (8,880)     4,245 
                     =============  ===========  ========  =================  ================  ======== 
 
(Audited) 
Balance- January 1, 
 2019                            -       11,460        89                687           (8,375)     3,861 
Proceeds from 
 issued 
 share capital, net 
 of expenses                     -          794         -                  -                 -       794 
Share based payment              -            -         -                255                 -       255 
Comprehensive loss 
 for the year                    -            -         -                  -           (1,019)   (1,019) 
                                                           ----------------- 
Balance- December 
 31, 
 2019                            -       12,254        89                942           (9,394)     3,891 
                     =============  ===========  ========  =================  ================  ======== 
 

* An amount less than one thousand.

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

STARCOM Plc

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. Dollars in thousands

 
                                                    Six Months Ended        Year Ended 
                                                         June 30              December 
                                                                                 31 
                                                    2020        2019           2019 
                                                  ---------  ----------  ----------------- 
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:       Unaudited  Unaudited        Audited 
                                                  ---------  ----------  ----------------- 
Comprehensive loss                                    (716)       (505)            (1,019) 
Adjustments to reconcile net loss to 
 net cash provided by 
 (used in) operating activities: 
Depreciation and amortization                           360         329                673 
Interest expense and exchange rate differences           39           5                (6) 
Share-based payment expense                             170          95                255 
Capital loss                                              -          15                 51 
Changes in assets and liabilities: 
Increase in inventories                                 (2)       (262)              (321) 
Decrease (Increase) in trade receivables                271         329               (89) 
Decrease (Increase) in other receivables                101       (108)               (82) 
Increase in Income Tax Authorities                      (2)         (3)                (8) 
Increase (Decrease) in trade payables                 (193)         340                669 
Increase (Decrease) in other payables                    45       (222)              (131) 
 
Net cash provided by (used in) operating 
 activities                                              73          13                (8) 
                                                  ---------  ----------  ----------------- 
 
CASH FLOWS FOR INVESTING ACTIVITIES: 
Purchases of property and equipment                    (12)       (202)              (220) 
Proceeds from sales of property, plant 
 and equipment                                            -          28                 53 
Decrease (Increase) in short-term deposits              (6)           5                (1) 
Purchase of intangible assets                         (103)       (112)              (297) 
 
Net cash used in investing activities                 (121)       (281)              (465) 
                                                  ---------  ----------  ----------------- 
 
CASH FLOWS FROM FINANCING ACTIVITIES: 
Proceeds from short-term bank credit, 
 net                                                      6          40                 51 
Repayment of Short-term loans from banks                          (189)              (462) 
Receipt of long-term loans                                -           -                290 
Receipt of Convertible loan                             290           -                  - 
Proceeds from (Repayment to) shareholders 
 and related parties, net                               (7)          83                 87 
Repayment of Leasehold liability                       (78)        (58)              (128) 
Repayment of long-term loans                           (43)        (16)               (76) 
Consideration from issue of shares                        -         780                780 
                                                  ---------  ----------  ----------------- 
 
Net cash provided by financing activities               168         640                542 
                                                  ---------  ----------  ----------------- 
 
Increase (Decrease) in cash and cash 
 equivalents                                            120         372                 69 
Cash and cash equivalents at the beginning 
 of the period                                          158          89                 89 
                                                  ---------  ----------  ----------------- 
Cash and cash equivalents at the end 
 of the period                                          278         461                158 
                                                  =========  ==========  ================= 
 
Appendix A - Additional Information 
Interest paid during the period                        (26)        (21)               (30) 
                                                  =========  ==========  ================= 
 
 
Appendix B - Non-cash financing activities 
Issuance of shares to a related party 
 in payment of debt                           75  14     15 
                                                      ===== 
 
 

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

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

U.S. Dollars in thousands

 
 NOTE 1   GENERAL INFORMATION 
  - 
 
 
                   a.     The Reporting Entity 
 
                                1. Starcom Plc ("the Company") was incorporated in Jersey 
                                 on November 28, 2012. 
                                 The Group specializes in easy-to-use practical wireless solutions 
                                 that combine advanced technology, telecommunications and 
                                 digital data for the protection and management of people, 
                                 fleets of vehicles, containers and assets and engages in 
                                 production, marketing, distribution, research and development 
                                 of G.P.S. systems. 
 
                                 The Company fully owns Starcom G.P.S. Systems Ltd., an Israeli 
                                 company that engages in the same field, and Starcom Systems 
                                 Limited, a company in Jersey. 
 
                                 The Company's shares are admitted to trading on the London 
                                 Stock Exchange's AIM market. 
 
                                 Address of the official Company office in Israel of Starcom 
                                 G.P.S. Systems Ltd. is: 
                                 16 Hata'as St., Kfar-Saba, Israel. 
 
                                 Address of the Company's registered office in Jersey of Starcom 
                                 Systems Limited is: 
                                 Forum 4, Grenville Street, St Helier, Jersey, Channel Islands, 
                                 JE4 8TQ 
                   b.     Definitions in these financial statements: 
 
                                                                  1.   International Financial Reporting Standards 
                                                                       (hereinafter: 
                                                                       "IFRS") - Standards and interpretations 
                                                                       adopted by the 
                                                                       International Accounting Standards Board 
                                                                       (hereafter: "IASB") 
                                                                       that include international financial 
                                                                       reporting standards 
                                                                       (IFRS) and international accounting standards 
                                                                       (IAS), with 
                                                                       the addition of interpretations to these 
                                                                       Standards as 
                                                                       determined by the International Financial 
                                                                       Reporting Interpretations 
                                                                       Committee (IFRIC) or interpretations 
                                                                       determined by the 
                                                                       Standards Interpretation Committee (SIC), 
                                                                       respectively. 
                                                                  2.   The Company - Starcom Plc. 
                                                                  3.   The subsidiaries - Starcom G.P.S. Systems 
                                                                       Ltd. And Starcom 
                                                                       Systems Limited. 
                                                                  4.   Starcom Jersey - Starcom Systems Limited. 
                                                                  5.   Starcom Israel - Starcom G.P.S. Systems Ltd. 
                                                                  6.   The Group - Starcom Plc. and the 
                                                                       Subsidiaries. 
                                                                  7.   Related party - As determined by 
                                                                       International Accounting 
                                                                       Standard No. 24 in regard to related parties. 
 
 
 
     NOTE 2 -   BASIS OF PREPARATION AND CHANGE IN THE GROUP'S ACCOUNTING 
                 POLICIES 
 
 
 a.        Basis of preparation 
          The interim consolidated financial statements have been 
           prepared in accordance with generally accepted accounting 
           principles for the preparation of financial statements 
           for interim periods, as prescribed in International Accounting 
           Standard No. 34 ("Interim Financial Reporting"). 
           The interim consolidated financial information should 
           be read in conjunction with the annual financial statements 
           as of December 31, 2019 and for the year ended on that 
           date and with the notes thereto. 
           The significant accounting policies applied in the annual 
           financial statements of the Company as of December 31, 
  b.       2019 are applied consistently in these interim consolidated 
           financial statements. 
 
           Use of estimates and judgments 
           The preparation of financial statements in conformity 
            with IFRS requires management of the Company to make 
            judgments, estimates and assumptions that affect the 
            application of accounting policies and the reported amounts 
            of assets, liabilities, income and expenses. Actual results 
            may differ from these estimates. 
           The judgment of management, when implementing the Group 
            accounting policies and the basic assumptions utilized 
            in the estimates that are bound up in uncertainties are 
            consistent with those that were utilized to prepare the 
            annual financial statements. 
 
            Information about critical judgment in applying accounting 
            policies that have a significant effect on the amounts 
            recognized in the consolidated financial statements is 
            included in the following Notes: 
            Note 5 - financial liabilities of convertible loans and 
            warrants. 
 
 
  c.        Exchange rates: 
                                                                                  Year Ended December 
                                                           Six Months Ended               31 
                                                               June 30 
                                                         2020          2019              2019 
                                                    -------------  ------------  -------------------- 
          Exchange rate of U.S. 
           $ in NIS                                     3.466          3.566             3.456 
          Exchange rate of U.S. 
           $ in GBP                                      0.81          0.79              0.76 
 
 
          Change of U.S. $ in NIS                      (0.29%)        (4.86%)           (7.8%) 
          Change of U.S. $ in GBP                        6.5%          0.86%           (2. 8 %) 
 
 
 
 NOTE 3   INTANGIBLE ASSETS, NET 
  - 
 
 
 
 
 
 
                                      Total 
                                  ---------- 
                                   Unaudited 
                                  ---------- 
  Cost: 
  Balance as of January 
   1, 2020                             4,755 
  Additions during the period            103 
  Balance as of June 30, 
   2020                                4,858 
                                  ---------- 
 
  Accumulated Depreciation: 
  Balance as of January 
   1, 2020                            (2434) 
  Amortization during the 
   period                              (246) 
  Balance as of June 30, 
   2020                              (2,680) 
                                  ---------- 
 
  Impairment of assets                 (202) 
 
  Net book value as of June 
   30, 2020                            1,976 
                                  ========== 
 
 
 
 
                                      Total 
                                  ---------- 
                                   Unaudited 
                                  ---------- 
  Cost: 
  Balance as of January 
   1, 2019                             4,458 
  Additions during the period            112 
  Balance as of June 30, 
   2019                                4,570 
                                  ---------- 
 
  Accumulated Depreciation 
   : 
  Balance as of January 
   1, 2019                           (1,977) 
  Amortization during the 
   period                              (222) 
  Balance as of June 30, 
   2019                              (2,199) 
                                  ---------- 
 
  Impairment of assets                 (202) 
                                  ---------- 
 
  Net book value as of June 
   30, 2019                            2,169 
                                  ========== 
 
 
 
                                       Total 
                                    -------- 
                                     Audited 
                                    -------- 
  Cost: 
  Balance as of January 
   1, 2019                             4,458 
  Additions during the year              297 
  Balance as of December 
   31, 2019                            4,755 
                                    -------- 
 
  Accumulated Depreciation 
   : 
  Balance as of January 
   1, 2019                           (1,977) 
  Amortization during the 
   year                                (457) 
  Balance as of December 
   31, 2019                          (2,434) 
                                    -------- 
 
  Impairment of assets                 (202) 
                                    -------- 
 
  Net book value as of December 
   31, 2019                            2,119 
                                    ======== 
 
 
 NOTE 4    SHARE CAPITAL 
  - 
 
           a.    Composition - ordinary shares of no-par value, issued 
                  and outstanding - 351,479,801 shares and 345,329,513 
                  shares as of June 30, 2020 and December 31, 2019, respectively. 
 
           b.    A Company share grants to its holder voting rights, rights 
                  to receive dividends and rights to net assets upon dissolution. 
 
 
           c.    Weighted average number of shares used for calculation 
                  of basic and diluted loss per share: 
                                      June 30 June 30                      December 31 
                                      2020                2019                2019 
                               ------------------  ------------------  ------------------ 
                                    Unaudited           Unaudited            Audited 
                               ------------------  ------------------  ------------------ 
                 Number            346,892,570         314,650,176         329,934,018 
                               ==================  ==================  ================== 
 

The following table lists the number of share options and the exercise prices of share options during the reported period:

 
                                      June 30, 2020               December 31, 2019 
                                --------------------------  ----------------------------- 
                                        Unaudited                      Audited 
                                --------------------------  ----------------------------- 
                                                 Weighted 
                                                  average                Weighted average 
                                  Number of      exercise    Number of       exercise 
                                    options        price       options         price 
                                --------------  ----------   ----------  ---------------- 
                                                      GBP                          GBP 
                                --------------------------   ---------------------------- 
 
Share options outstanding at 
 beginning of period                49,293,947       0.027   33,496,480             0.037 
Share options expired during 
 the period                        (3,340,000)       0.018    (492,533)              0.04 
Share options granted during 
 the period                          4,000,000       0.015   16,290,000             0.007 
Share options outstanding at 
 end of period                      49,953,947       0.027   49,293,947             0.027 
                                ==============  ==========   ==========  ================ 
 
Share options exercisable at 
 end of period                      45,953,947       0.028   27,587,280             0.038 
                                ==============  ==========   ==========  ================ 
 
 
 
   d.    During May 2020 the Company issued 6,150,288 new ordinary 
          shares in to Mr. Avi Hartmann, the Company's CEO ("Ordinary 
          Shares") at a price of 1 pence per Ordinary Share in 
          order to convert $75 thousand (GBP61 thousand) of historic 
          unpaid salary. See also Note 6. 
 
 
 NOTE 5 -   FINANCIAL LIABILITIES OF CONVERTIBLE LOANS AND WARRANTS 
 
            During March 2020, The Company received from its Directors, 
            CFO and an employee (hereinafter: "the lenders") loans 
            in the total amount of $290 thousand (GBP244 thousand) 
            in the form of convertible loans enabling the lenders to 
            convert the loans at an exercise price of GBP0.0125 per 
            share at any time up to September 30, 2021. The convertible 
            loan bears interest at the rate of 8% per annum calculated 
            by reference to the principal amount of the convertible 
            loan. 
            In addition, the lenders received fully vested warrants 
            to subscribe a total of 4 million further shares at an 
            exercise price of GBP0.015 per share. Any unexercised warrants 
            expire at the end of two-years from grant. 
 
            The loan was evaluated and divided to different components 
            by independent appraisers as follows: 
            Conversion component at fair value - 59$ thousand 
            Warrants at fair value - 12$ thousand 
            Amortized cost of a loan - 210$ thousand 
 
            Transaction costs were allocated according to the component's 
            fair value ratio. 
            The part of the expenses that is attributed to the amortized 
            cost of the loan was reduced from its cost. 
 
            An effective interest rate was calculated for the liability 
            component of the loan, based on its amortization table. 
            The effective interest rate is 35.2% per annum. 
 
            Total revaluation expenses regarding these components in 
             the statement of comprehensive loss for the reported period 
             amounted $12 thousand, net. 
 
 
 
  NOTE 6    SHAREHOLDERS AND RELATED PARTIES 
   - 
            a.                                 Related parties that own the controlling shares in 
                                                the Group are: 
                                               Mr. Avraham Hartman ( 8.63 %), Mr. Uri Hartman (6.71%), 
                                               Mr. Doron Kedem (6.71%). 
 
 
 
  b.    Short-term balances:             June 30                  December 
                                                                     31 
                                  2020             2019             2019 
                               ----------       ----------       --------- 
                                Unaudited        Unaudited        Audited 
                               ----------       ----------       --------- 
        Credit balance 
         Avi Hartmann*               (73)            (196)           (213) 
         Uri Hartmann               (367)            (298)           (336) 
         Doron Kedem                (173)            (166)           (173) 
        Total Credit balance        (613)            (660)           (722) 
                               ----------       ----------       --------- 
 
        Loans 
         Avi Hartmann                  73                6              73 
         Uri Hartmann               (228)            (223)           (226) 
         Doron Kedem                  207              213             207 
                               ----------       ----------       --------- 
        Total Loans                    52              (4)              54 
                               ----------       ----------       --------- 
        Total Short-term 
         balances                   (561)            (664)           (668) 
                               ==========       ==========       ========= 
 
        * See also Note 4d. 
 
 
 
 
    c.     Transactions:                     Six Months Ended       Year Ended 
                                                  June 30            December 
                                                                        31 
                                            2020        2019          2019 
                                         ----------  ----------  ------------- 
                                          Unaudited   Unaudited     Audited 
                                         ----------  ----------  ------------- 
           Total salaries, services 
            rendered and related 
            expenses for shareholders           151         193            365 
                                         ==========  ==========  ============= 
           Total share-based 
            payment expenses                     72          57            112 
                                         ==========  ==========  ============= 
           Interest to related 
            parties                               5           5              9 
                                         ==========  ==========  ============= 
 
 
 
 
 NOTE 7 -     COST OF SALES 
                                          Six Months Ended      Year Ended 
                                               June 30           December 
                                                                    31 
                                          2020        2019         2019 
                                       ----------  ----------  ----------- 
                                        Unaudited   Unaudited    Audited 
                                       ----------  ----------  ----------- 
              Purchases and other           1,313       1,884        3,883 
              Amortization                    246         222          457 
              Increase in Inventory           (2)       (262)        (321) 
                                            1,557       1,844        4,019 
                                       ==========  ==========  =========== 
 
 
 
 NOTE 8 -     NET FINANCE EXPENSES 
                                                 Six Months Ended       Year Ended 
                                                      June 30            December 
                                                                            31 
                                                 2020         2019         2019 
                                             -----------  -----------  ----------- 
                                              Unaudited    Unaudited     Audited 
                                             -----------  -----------  ----------- 
              Exchange rate differences               22         (69)        (183) 
              Bank charges                          (24)         (40)         (77) 
              Interest to banks and 
               others                               (22)          (9)         (31) 
              Interest to suppliers                 (16)          (8)         (13) 
              Interest to related parties            (5)          (5)          (9) 
              Net finance expenses                  (45)        (131)        (313) 
                                             ===========  ===========  =========== 
 
 
 
  NOTE 9   SEGMENTATION REPORTING 
   - 
 
 
     Differentiation policy for the segments: 
      The Company's management has defined its segmentation policy 
      based on the financial essence of the different segments. 
      This refers to services versus goods, delivery method and 
      allocated resources per sector. 
      On this basis, the following segments were defined: 
     Segment information regarding the reported segments: 
 
 
                               Hardware   SaaS         Total 
                              ---------  ------  ----------------- 
 Period Ended 30.06.2020: 
  (Unaudited) 
 Segment revenues                 1,296   1,044              2,340 
 Cost of sales                  (1,348)   (209)            (1,557) 
                              ---------  ------  ----------------- 
 Gross profit                      (52)     835                783 
 
 Period Ended 30.06.2019: 
  (Unaudited) 
 Segment revenues                 2,210     900              3,110 
 Cost of sales                  (1,735)   (109)            (1,844) 
                              ---------  ------  ----------------- 
 Gross profit                       475     791              1,266 
 
 Year Ended 31.12.2019: 
  (Audited) 
 Segment revenues                 4,796   2,021              6,817 
 Cost of sales                  (3,805)   (214)            (4,019) 
                              ---------  ------  ----------------- 
 Gross profit                       991   1,807              2,798 
 
 
 
  NOTE 10-   SIGNIFICANT EVENTS DURING THE REPORTED PERIOD (COVID-19) 
 
               Due to the pandemic outbreak since March 2020, most of the 
               countries across the Globe had taken extra measures to prevent 
               and reduce COVID-19 exposure. 
               Among the actions taken were noted: citizens transport limitations, 
               closing its borders, shutting some business activity, limitation 
               of number of employees per square feet, shutting the educations 
               systems, etc. 
               The unprecedented conditions resulted in a decrease in revenues 
               for the period. In addition, normal purchasing processes 
               and difficult shipping limitations created additional costs 
               and delays which impacted the fulfilment of some existing 
               orders. Marketing activities were inevitably disrupted 
               Operational costs were reduced by approximately 20 per cent 
               with effect from March 2020 including unpaid leave for employees. 
  NOTE 11-   SIGNIFICANT EVENTS AFTER THE REPORTED PERIOD 
 
             The company signed a new financing deal with one of the 
              leading banks in Israel, based on short term accounts receivable 
              balance. Respectively, existing long-term financing was 
              repaid. 
 

-ends-

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