TIDMSTAR

RNS Number : 9503J

Starcom PLC

27 August 2021

27 August 2021

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 2021.

Highlights

   --     Revenues decreased by 3% to $2.27m (H1 2020: $2.34m) 
   --     Recurring SaaS revenues increased by 3% to $1.1m (H1 2020: $1.0m) 
   --     Adjusted EBITDA* loss of $167,000 (H1 2020: loss of $167,000) 
   --     Gross margin for the period was 40% (H1 2020:33%) 
   --     General expenses reduced by 5% to $1.4m (H1 2020: $1.5m) 
   --     Statutory loss for the period of $531,000 (H1 2020: $716,000) 
   --     Strong pipeline of potential new orders over next few months 

Avi Hartmann, CEO of Starcom, commented:

"I am delighted that despite the continuous challenges Starcom faced due to the COVID-19 pandemic we managed to show stable results with increased opportunities in the future. We now have several sales prospects we hope to convert when conditions permit, and I am confident that Starcom technology will continue to create value in this and following years."

*Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation and share-based payment expense.

Contacts:

 
 Starcom Plc 
  Michael Rosenberg, Chairman                           07785 727595 
  Avi Hartmann, CEO                                  +972 5477 35663 
 Allenby Capital Limited (AIM Nominated Adviser 
  and Joint Broker) 
  Jeremy Porter/Piers Shimwell                         020 3328 5656 
 Peterhouse Capital Limited (Joint Broker) 
  Lucy Williams/Charles Goodfellow/Eran Zucker         020 7469 0930 
 
 

CHAIRMAN'S STATEMENT

The results for the first half of 2021 still bear the impact of COVID-19. However, there are strong signals that business is starting to revive, and we expect this trend to continue in the next few months.

Revenues in the first six months were similar to those in the equivalent period last year at $2.3m. These revenues comprised a more profitable product mix, with the legacy low margin product, the Helios, coming down to 48% of the hardware sales compared with 62% in 2020.

During the first half Starcom has managed to retain most of its recurrent customers. This is reflected in the SaaS revenues which marginally increased (by 3%), to $1.07 million.

The higher quality revenue mix enabled gross margin to increase to 40% compared with 33% in the same period last year. The improvement in the gross margin was achieved despite the dramatic increase in components and shipping costs imposed on the Company by the unfavourable global conditions.

The electrical components sphere suffered by not only lack of equipment, but extremely long lead times and an increased freight cost. Starcom managed this issue by adjusting its hardware bill of materials ("BOM") several times during the period.

Starcom also continues to monitor and reduce the level of general expenses.

Starcom took the opportunity during this challenging period to add technological strength and value to its products. We managed to add a new low-cost version for Helios to support its needs in certain geographical areas. This hardware solution is expected to create additional and more significant volumes of SaaS revenues in the next few years. We also released a new version of Kylos (called "Kylos E") with an extended battery life of ten years.

Marketing and business development efforts continued, and the pipeline of potential future deals is now at an all time high, although timing of conversions into revenues is still uncertain with some of these prospects. In particular, there has been increased interest and sales of our Lokies product from several sources.

Further to the previous announcement regarding the cooperation with DHL, we can now update that DHL's proof of concept ("POC"), intended to ascertain Lokies's fit for DHL's monitoring of its fleets operation, is expected to be completed in the next couple of months.

A major emergency service provider in Israel, United Hatzalah, has chosen our Helios Pro solution for the deployment of smart lifesaving technology. In partnership with Partner Telecommunication, Starcom is providing smart defibrillator cabinets that can be controlled and monitored by United Hatzalah operators and deployed in public areas for emergency response.

FINANCIAL REVIEW

Revenues for the period were $2.27m, compared with $2.34m for six months ended 30 June 2020.

Recurring SaaS revenues improved to $1.07m (H1 2020 $1.04m).

The gross margin for the period was 40%, compared with 33% for the equivalent period in 2020.

Total operating expenditure decreased by 5% to $1.40m (H1 2020: $1.48m), achieved by continuous cost reduction in headcount and office expenses.

The Adjusted EBITDA loss was $167,000, as it was in the equivalent period in 2020 as the slight decrease in revenues was compensated for by the higher gross margin and the 12% reduction in G&A costs. Accordingly, the statutory loss for the period improved to $531,000 (H1 2020: $716,000).

The balance sheet showed a decrease in trade receivables to $0.7m, compared with $1.7m as at 30 June 2020.

Inventories at the period end were $2.0m, compared with $2.1m as of 31 December 2020.

Trade payables were $1.37m, compared with $1.58m as of 31 December 2020.

Net cash generated in operating activities in the period was $0.2m compared with $0.4m consumed in the period ended 31 December 2020. Cash and cash equivalents at 30 June 2021 was $0.3m.

OUTLOOK

While uncertainty continues, the strong pipeline of potential new deals we have developed in recent months with both existing and new customers give us confidence that Starcom can deliver considerable improvement in results in the second half of this year and beyond. The pandemic has had a significant impact on the Company, but we have managed to stabilise the situation, secure finance and government support, and are ready to leverage our technological advantages. We believe that as global logistics become even more challenging and freight costs spiral up, the security and control that Starcom's solutions provide in the supply chain become more important and increasingly valuable.

Michael Rosenberg

Chairman

STARCOM Plc

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

U.S. Dollars in thousands

 
 
                         June 30           December 
                                              31 
           Note    2021         2020         2020 
                 ---------    ---------    -------- 
                 Unaudited    Unaudited    Audited 
                 ---------    ---------    -------- 
   ASSETS 
 
 
   NON-CURRENT ASSETS : 
   Property, plant and equipment, net        325    3 50    318 
   Rights of use assets, net                 260     208    330 
   Intangible assets, net                 31,811   1,976  1,900 
   Income tax authorities                     56      56     56 
   Total Non-Current Assets                2,452   2,590  2,604 
                                           -----   -----  ----- 
 
     CURRENT ASSETS : 
   Inventories                             2,030   2,348  2,127 
   Trade receivables (net of allowance 
    for doubtful accounts of $583, $89 
    and $607 thousand as of June 30, 
    2021 and 2020 and December 31,2020)      734   1,715  1,129 
   Other receivables                          74      68     81 
   Short-term deposit                        148      67    150 
   Cash and cash equivalents                 328     278    264 
   Total Current Assets                    3,314   4,476  3,751 
                                           -----   -----  ----- 
 
 
   TOTAL ASSETS                            5,766   7,066  6,355 
                                           =====   =====  ===== 
 
LIABILITIES AND EQUITY 
 
 
 
EQUITY 
                                           1,641            3,418  2,101 
                                           -----  ---------------  ----- 
 
NON- CURRENT LIABILITIES: 
Long-term loans from banks, net of 
 current maturities                          265              123    303 
Amortized cost of a convertible loan      5  287              249    254 
Conversion component of a convertible 
 loan at fair value                       5   16               57     42 
Leasehold liabilities                        170               96    236 
                                           -----  ---------------  ----- 
Total Non-Current Liabilities                738              525    835 
 
CURRENT LIABILITIES: 
Short-term bank credit                         1               85     25 
Short-term loans and current maturities 
 of long-term loans                          958              137    751 
Warrants at fair value                    5    6               11     10 
Trade payables                             1,373            1,888  1,579 
Shareholders and related parties          6  665              561    615 
Other payables                               254              307    303 
Leasehold liabilities                        130              134    136 
Total Current Liabilities                  3,387            3,123  3,419 
                                           -----  ---------------  ----- 
 
 
 
TOTAL LIABILITIES AND EQUITY               5,766            7,066  6,355 
                                           =====  ===============  ===== 
 

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

 
       26(th) August 2021            Igor Vatenmacher 
---------------------------------    ---------------- 
Date of Approval of the Financial 
 Statements                              Director 
 

STARCOM Plc

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. Dollars in thousands

 
                                                                    Year Ended 
                                            Six Months Ended June    December 
                                                      30                31 
                                     Note     2021         2020        2020 
                                           -----------  ----------  ---------- 
                                            Unaudited   Unaudited    Audited 
                                           -----------  ----------  ---------- 
 
   Revenues                                      2,271       2,340       5,041 
 
   Cost of sales                      7        (1,356)     (1,557)     (3,374) 
                                           ----------- 
 
   Gross profit                                    915         783       1,667 
 
   Operating expenses: 
 
     Research and development, net               (137)        (71)       (206) 
 
     Selling and marketing                       (294)       (292)       (580) 
 
     General and administrative                  (978)     (1,116)     (2,680) 
 
     Other income (expenses)                        21          25          24 
                                           -----------  ----------  ---------- 
                                               (1,388)     (1,454)     (3,442) 
                                           -----------  ----------  ---------- 
 
   Operating loss                                (473)       (671)     (1,775) 
 
   Net finance expenses               8           (58)        (45)       (270) 
                                           -----------  ----------  ---------- 
 
 
  Total comprehensive loss for 
  the period                                     (531)       (716)     (2,045) 
                                           ===========  ==========  ========== 
  Loss per share: 
  Basic and diluted loss per 
   share (in dollars)                 4        (0.002)     (0.002)     (0.006) 
                                           ===========  ==========  ========== 
 
 
 

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 
(Unaudited)                     *          on Shares   Reserve        payment          Loss      Total 
                          ------------   -----------  --------  -----------------  -----------  -------- 
 
Balance- January 1, 
 2021                                 -       12,328        89              1,123     (11,439)     2,101 
Issue of share capital, 
 net of expenses - see 
 Note 4                               -          109         -                  -            -       109 
Share based payment 
 - Note 4                             -            -         -               (38)            -      (38) 
Comprehensive loss 
 for the period                       -            -         -                  -        (531)     (531) 
                                                                ----------------- 
Balance- June 30, 2021                -       12,437        89              1,085     (11,970)     1,641 
                          =============  ===========  ========  =================  ===========  ======== 
 
(Unaudited) 
Balance- January 1, 
 2020                                 -       12,254        89                942      (9,394)     3,891 
 
  Issue of share 
  capital, 
  net of expenses                     -           73         -                  -            -        73 
Share based payment                   -            -         -                170            -       170 
Comprehensive loss 
 for the period                       -            -         -                  -        (716)     (716) 
                                                                ----------------- 
Balance- June 30, 2020                -       12,327        89              1,112     (10,110)     3,418 
                          =============  ===========  ========  =================  ===========  ======== 
 
(Audited) 
Balance- January 1, 
 2020                                 -       12,254        89                942      (9,394)     3,891 
Proceeds from issued 
 share capital, net 
 of expenses                          -           74         -                  -            -        74 
Share based payment                   -            -         -                181            -       181 
Comprehensive loss 
 for the period                       -            -         -                  -      (2,045)   (2,045) 
                                                                ----------------- 
Balance- December 31, 
 2020                                 -       12,328        89              1,123     (11,439)     2,101 
                          =============  ===========  ========  =================  ===========  ======== 
 

* 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 
                                                    2021       2020        2020 
                                                  ---------  ---------  ---------- 
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:       Unaudited  Unaudited   Audited 
                                                  ---------  ---------  ---------- 
Comprehensive loss                                    (531)      (716)     (2,045) 
Adjustments to reconcile net loss to 
 net cash provided by 
 (used in) operating activities: 
Depreciation and amortization                           366        360         725 
Interest expense and exchange rate differences           33         39          50 
Share-based payment expense                            (38)        170         181 
Changes in assets and liabilities: 
 Decrease (Increase) in inventories                      97        (2)         219 
Decrease (Increase) in trade receivables                395        271         857 
Decrease (Increase) in other receivables                  7        101          88 
Increase in Income Tax Authorities                        -        (2)         (2) 
Increase (Decrease) in trade payables                  (97)      (193)       (502) 
Increase (Decrease) in other payables                  (49)         45          40 
 
Net cash provided by (used in) operating 
 activities                                             183         73       (389) 
                                                  ---------  ---------  ---------- 
 
CASH FLOWS FOR INVESTING ACTIVITIES: 
Purchases of property and equipment                    (41)       (12)        (18) 
Proceeds from sales of property, plant 
 and equipment                                            -          -           - 
Decrease (Increase) in short-term deposits                2        (6)        (89) 
Purchase of intangible assets                         (173)      (103)       (281) 
 
Net cash used in investing activities                 (212)      (121)       (388) 
                                                  ---------  ---------  ---------- 
 
CASH FLOWS FROM FINANCING ACTIVITIES: 
Proceeds from short-term bank credit, 
 net                                                   (24)          6        (54) 
Receipt (Repayment) of Short-term loans 
 from banks                                             176          -         739 
Receipt of l ong-term loans                               -          -         312 
Receipt of convertible loan                               -        290         290 
Proceeds from (Repayment to) shareholders 
 and related parties, net                                50        (7)          57 
Repayment of Leasehold liability                       (67)       (78)       (162) 
Repayment of long-term loans                           (42)       (43)       (299) 
Consideration from issue of shares                                   -           - 
                                                  ---------  ---------  ---------- 
 
Net cash provided by financing activities                93        168         883 
                                                  ---------  ---------  ---------- 
 
Increase (Decrease) in cash and cash 
 equivalents                                             64        120         106 
Cash and cash equivalents at the beginning 
 of the period                                          264        158         158 
                                                  ---------  ---------  ---------- 
Cash and cash equivalents at the end 
 of the period                                          328        278         264 
                                                  =========  =========  ========== 
 
Appendix A - Additional Information 
Interest paid during the period                        (30)       (26)        (69) 
                                                  =========  =========  ========== 
 
 
Appendix B - Non-cash financing activities 
Issuance of shares to a related party 
 in payment of debt                           109  75     74 
                                              ===      ===== 
 
 

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

STARCOM Plc

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 for 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, 2020 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.       2020 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 
                                                         2021          2020              2020 
                                                    -------------  ------------  -------------------- 
          Exchange rate of U.S. 
           $ in NIS                                      0.30          0.28              0.311 
          Exchange rate of U.S. 
           $ in GBP                                      0.72          0.81              0.732 
 
 
          Change of U.S. $ in NIS                      (3.53%)        (0.29%)           (6.97%) 
          Change of U.S. $ in GBP                      (1.64%)         6.5%             (3.68%) 
 
 
 
 NOTE 3   INTANGIBLE ASSETS, NET 
  - 
 
 
 
 
 
 
                                      Total 
                                  ---------- 
                                   Unaudited 
                                  ---------- 
  Cost: 
  Balance as of January 
   1, 2021                             5,036 
  Additions during the period            173 
  Balance as of June 30, 
   2021                                5,209 
                                  ---------- 
 
  Accumulated Depreciation: 
  Balance as of January 
   1, 2021                           (2,934) 
  Amortization during the 
   period                              (262) 
  Balance as of June 30, 
   2021                              (3,196) 
                                  ---------- 
 
  Impairment of assets                 (202) 
 
  Net book value as of June 
   30, 2021                            1,811 
                                  ========== 
 
 
 
                                      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                           (2,434) 
  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 
                                    -------- 
                                     Audited 
                                    -------- 
  Cost: 
  Balance as of January 
   1, 2020                             4,755 
  Additions during the year              281 
  Balance as of December 
   31, 2020                            5,036 
                                    -------- 
 
  Accumulated Depreciation 
   : 
  Balance as of January 
   1, 2020                           (2,434) 
  Amortization during the 
   year                                (500) 
  Balance as of December 
   31, 2020                          (2,934) 
                                    -------- 
 
  Impairment of assets                 (202) 
                                    -------- 
 
  Net book value as of December 
   31, 2020                            1,900 
                                    ======== 
 
 
 
   NOTE 4      SHARE CAPITAL 
   - 
 
             a.    Composition - ordinary shares of no-par value, issued 
                    and outstanding - 364,726,576 shares and 351,479,801 
                    shares as of June 30, 2021 and December 31, 2020, 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 
                                        2021                2020                2020 
                                 ------------------  ------------------  ------------------ 
                                      Unaudited           Unaudited            Audited 
                                 ------------------  ------------------  ------------------ 
                   Number            352,245,828         346,892,750         349,205,037 
                                 ==================  ==================  ================== 
 

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

 
                                         June 30, 2021               December 31, 2020 
                                   --------------------------  ----------------------------- 
                                           Unaudited                      Audited 
                                   --------------------------  ----------------------------- 
                                                   Weighted 
                                                    average 
                                     Number of      exercise    Number of   Weighted average 
                                      options        price        options    exercise price 
                                   -------------  -----------   ----------  ---------------- 
                                                         GBP                          GBP 
                                   --------------------------   ---------------------------- 
 
Share options outstanding at 
 beginning of period                  49,953,947        0.028   49,293,947             0.027 
Share options expired during 
 the period                                    -            -    3,340,000             0.018 
Shares options exercised during 
 the period                            3,560,000            0 
Share options granted during 
 the period                            4,000,000        0.018    4,000,000             0.015 
Share options outstanding at 
 end of period                        50,393,947        0.028   49,953,947             0.027 
                                   =============  ===========   ==========  ================ 
 
Share options exercisable at 
 end of period                        44,560,614        0.030   45,953,947             0.028 
                                   =============  ===========   ==========  ================ 
 
 
 
   d.         During May 2021 the Company 
               1. Issued 3,000,000 new share options to executive management 
               and additional 1,000,000 share options to other employees. 
               The executive management options will be exercisable, 
               subject to their continued employment with the Company, 
               over three years as to one third at 1.5p per share from 
               the first anniversary of the date of grant, one third 
               at 2p per share from the second anniversary of date of 
               grant and one third at 2.5p per share from the third 
               anniversary of date of grant 
               The employees' options will become exercisable, subject 
               to their continued employment with the Company, at 1.25p 
               per share over three years as to one third for each anniversary 
               of the date of grant. 
               2. Issued 9,686,775 new ordinary shares in lieu of 60% 
               of director fees for 14-18 months ending May 31 2021 
               in a total amount of GBP 77 thousands ($109 thousands). 
               The shares were issued at 0.8p per share, being the most 
               recent closing offer price for ordinary shares. 
   e.   During May 2021 the Company's CEO and its Board of directors 
         chairman exercised 3,560,000 options granted to them 
         under the Company's share option scheme in lieu of salary 
         and fees, as announced on 17 June 2019. The options were 
         exercisable at nil cost. 
 
 
 NOTE 5 -   FINANCIAL LIABILITIES OF CONVERTIBLE LOANS AND WARRANTS 
 
       a.   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 
             are as follows: 
 
 
 
 
                               Loan component   Option   Warrant 
                              ---------------  -------  -------- 
  Balance as of January                     -        -         - 
   1, 2020 
  Additions during the 
   period                                 210       59        12 
  Finance (income) expenses                73     (17)       (2) 
  Payments                               (29)        -         - 
                              ---------------  -------  -------- 
  Balance as of December 
   31, 2020                               254       42        10 
  Additions during the                      -        -         - 
   period 
  Finance (income) expenses                43     (26)       (4) 
  Payments                               (10)        -         - 
  Balance as of June 30, 
   2021                                   287       16         6 
 
 
  NOTE 6    SHAREHOLDERS AND RELATED PARTIES 
   - 
            a.                                 Related parties that own the controlling shares in 
                                                the Group are: 
                                               Mr. Avraham Hartman ( 9.13 %), Mr. Uri Hartman (6.47%), 
                                               Mr. Doron Kedem (6.47%). 
 
 
 
  b.    Short-term balances:                 June 30                     December 
                                                                            31 
                                  2021                 2020                2020 
                               ----------       -----------------       --------- 
                                Unaudited           Unaudited            Audited 
                               ----------       -----------------       --------- 
        Credit balance 
         Avi Hartmann                (47)                    (73)            (56) 
         Uri Hartmann               (446)                   (367)           (444) 
         Doron Kedem                (173)                   (173)           (173) 
        Total Credit balance        (666)                   (613)           (673) 
                               ----------       -----------------       --------- 
 
        Loans 
         Avi Hartmann                  31                      73              87 
         Uri Hartmann               (237)                   (228)           (236) 
         Doron Kedem                  207                     207             207 
                               ----------       -----------------       --------- 
        Total Loans                     1                      52              58 
                               ----------       -----------------       --------- 
        Total Short-term 
         balances                   (665)                   (561)           (615) 
                               ==========       =================       ========= 
 
 
 
 
 
 
    c.     Transactions:                     Six Months Ended       Year Ended 
                                                  June 30            December 
                                                                        31 
                                            2021        2020          2020 
                                         ----------  ----------  ------------- 
                                          Unaudited   Unaudited     Audited 
                                         ----------  ----------  ------------- 
           Total salaries, services 
            rendered and related 
            expenses for shareholders           192         151            312 
                                         ==========  ==========  ============= 
           Total share-based 
            payment expenses                      2          72             80 
                                         ==========  ==========  ============= 
           Interest to related 
            parties                               5           5             10 
                                         ==========  ==========  ============= 
 
 
 
 
 NOTE 7 -     COST OF SALES 
                                          Six Months Ended      Year Ended 
                                               June 30           December 
                                                                    31 
                                          2021        2020         2020 
                                       ----------  ----------  ----------- 
                                        Unaudited   Unaudited    Audited 
                                       ----------  ----------  ----------- 
              Purchases and other             997       1,313        2,655 
              Amortization                    262         246          500 
              Increase in Inventory            97         (2)          219 
                                            1,356       1,557        3,374 
                                       ==========  ==========  =========== 
 
 
 
 NOTE 8 -     NET FINANCE EXPENSES 
                                                 Six Months Ended       Year Ended 
                                                      June 30            December 
                                                                            31 
                                                 2021         2020         2020 
                                             -----------  -----------  ----------- 
                                              Unaudited    Unaudited     Audited 
                                             -----------  -----------  ----------- 
              Exchange rate differences               25           22        (140) 
              Bank charges                          (31)         (24)         (43) 
              Interest to banks and 
               others                               (43)         (22)         (62) 
              Interest to suppliers                  (4)         (16)         (16) 
              Interest to related parties            (5)          (5)         (10) 
              Interest income from 
               deposits                                -            -            1 
              Net finance expenses                  (58)         (45)        (270) 
                                             ===========  ===========  =========== 
 
 
 
  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 30.06.2021: 
  (Unaudited) 
 Segment revenues                 1,197   1,074     2,271 
 Cost of sales                  (1,220)   (136)   (1,356) 
                              ---------  ------  -------- 
 Gross profit                      (23)     938       915 
 
 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 
 
 Year Ended 31.12.2020: 
  (Audited) 
 Segment revenues                 2,833   2,208     5,041 
 Cost of sales                  (3,070)   (304)   (3,374) 
                              ---------  ------  -------- 
 Gross profit (loss)              (237)   1,904     1,667 
 
 
 
  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 have taken extra measures to 
               prevent and reduce COVID-19 exposure. 
               Among the actions taken were noted: citizens transport limitations, 
               closing of borders, shutting some business activity, limitation 
               of number of employees per square feet, shutting the education 
               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 
               The Group submitted applications and secured both government 
               supported loan for long term amounted $315 thousand and 
               grants amounted $300 thousands. 
               The continuing cases of COVID-19 and the developments surrounding 
               the pandemic have had a negative impact on the Group's business. 
               Significant events affecting the overall economy have historically 
               had an impact on revenue volumes, with the full extent of 
               the impact generally determined by the length of time the 
               event influences decisions as well as general economic conditions. 
               The COVID-19 outbreak and resulting economic conditions 
               have had, and the Group believes will continue to have, 
               an adverse impact on its operations and on its financial 
               results and liquidity, and such negative impact may continue 
               well beyond the containment of the outbreak. 
               The Group has taken, and plans to take further actions to 
               manage its liquidity, including reducing operating expenses 
               and strict cash flow monitoring, due to its uncertainty 
               to assure its assumptions used to estimate its liquidity 
               requirements will be correct because it has never previously 
               experienced such a change in demand, and as a consequence, 
               its ability to be predictive is uncertain. In addition, 
               the duration of the pandemic is uncertain. However, based 
               on current operational assumptions, the Group believes it 
               has adequate liquidity beyond the next twelve months. 
 Note 11     SIGNIFICANT EVENTS AFTER THE REPORTED PERIOD 
  - 
 
             During July 2021 the Company issued 6,251,162 new share 
              options to certain directors ("Fee Options") at a price 
              of 1.075 pence per share in order to reduce fees by GBP5,600 
              per month, for a twelve-month period until 31 May 2022. 
              The Fee Options will vest one year after grant date and 
              can be exercised from that date until 10 years from date 
              of grant. 
 

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August 27, 2021 02:00 ET (06:00 GMT)

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