REG - Fox Marble Holdings - Preliminary Results
30/06/2022 07:16
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RNS Number : 7233Q Fox Marble Holdings PLC 30 June 2022
30 June 2022
Fox Marble Holdings plc
("Fox Marble" or the "Company")
Preliminary Results for the year ended 31 December 2021
Fox Marble, the AIM listed company focused on marble quarrying and finishing
in Kosovo and the Balkans region, announces its unaudited preliminary results
for the year ended 31 December 2021. The Company is in the process of
finalising its audited results for the year ended 31 December 2021 and so will
not be in a position to publish its audited final results before the end of
June 2022 and fulfil its AIM Rule 19 obligation. The delay in publication
relates to the cumulative structural impact of Covid-19, including related
staffing issues, on the accounts completion and audit process.
Further to the announcement of 11 April 2022, the Company remains suspended
from trading on AIM, pending either the publication of an admission document
or until the proposed acquisition negotiations are terminated. Pursuant to AIM
Rule 41, if the Company's ordinary shares have been suspended from trading for
a period of six months, the admission of its ordinary shares to trading on AIM
will then be cancelled.
A further announcement will be made in due course on publication and posting
of the Company's audited final results.
Highlights for the year ended 2021
· Revenue for the year of €0.6 million (2020 - €0.7 million).
Revenue from the sale of processed marble consistent with prior year at €0.6
million (2020 - €0.6 million) driven by a number of large-scale contracts
for projects in Kosovo. Revenue from the sale of block marble remains at a
low level due to the ongoing impact of the COVID-19 pandemic on the marble
market and increased shipping and energy costs.
· Operating loss for the year of €1.7 million (2020 - loss of €2.6
million). Loss for the year of €1.9 million (2020 - loss of
€2.8million), due to a lower provision for stock. Adjusted LBITDA of
€1.2 million (2020 - LBITDA of €1.4 million) helped by strict measures to
control cost.
· Further sales agreements worth in excess of €0.8 million signed in
2021 for processed marble to be supplied to projects in Kosovo over 2021 and
2022 from our factory in Prilep. These include agreements to supply marble
for a new municipal contract in Mitrovice worth €0.2 million, and with the
Berisha building group for supply of marble to their projects with an expected
value of €0.2 million. The factory currently has an order book of
contracted and active projects with a value of €2.3 million.
· Appointment of Dentons Europe CS LLP and Samuel Wordsworth QC and
secured funding in respect of the €195 million arbitration case against the
Republic of Kosovo.
· Production at our quarries continues to be strictly controlled due to
the ongoing disruption in the market for block marble. Production for the
year to 31 December 2021 was 3,200 tonnes (2020 - 6,060 tonnes). The Company
continues to use its existing stock of blocks to supply material for the
factory.
Highlights year to date 2022
· Sales to 30 May 2022 were €282k (2021 - €108k) an increase of
160% on prior year.
· Fox Marble agreed heads of terms for the proposed acquisition of Eco
Buildings Group Limited. Eco Buildings will design, manufacture, and construct
buildings made from glass fibre reinforced gypsum (GFRG) modular sections that
capture cost and design efficiencies and advantages in build quality and
performance that traditional building methods cannot deliver.
· The Company has arranged funding by way of a convertible loan note of
£400k with which it has made a loan facility of up to £400k available to ECO
Buildingsfor general working capital needs ahead of the proposed acquisition.
.
· The Proposed Acquisition will constitute a reverse takeover pursuant
to AIM Rule 14 under the AIM Rules for Companies. Fox Marble intends to
undertake a significant capital expansion, including capital reorganisation
and change its name to ECO Buildings Group Plc. The Proposed Acquisition is
conditional on, inter alia, certain approvals and a shareholder vote at a
General Meeting of the Company. There can be no certainty nor guarantee that
the Proposed Acquisition will complete.
Chris Gilbert, CEO, commented "2021 has been a challenging year caused by the
global pandemic and the cessation of our international block business as a
result. However, Fox has found a domestic market serviced from the processed
marble from its factory in Kosovo which has grown from a standing start in the
previous year. The proposed acquisition of Eco Buildings will enhance the
sales from Fox's existing business in processed marble and also substantially
transform the company in size, revenue generation and scale as it benefits
from the supply and manufacturing agreements already in place and additional
areas of activity within the buildings materials sector."
For further information please visit www.foxmarble.net
(http://www.foxmarble.net) .
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
Fox Marble Holdings plc
Chris Gilbert, Chief Executive Officer Tel: +44 (0) 20 7380 0999
Fiona Hadfield, Finance Director Tel: +44 (0) 20 7380 0999
Brandon Hill Capital (Broker)
Oliver Stansfield Tel: +44 (0) 20 3463 5000
Cairn Financial Advisers LLP (Nomad)
Liam Murray/Sandy Jamieson Tel: +44 (0) 20 7213 0880
Notes to Editors:
Fox Marble (AIM: FOX), is a marble production, processing and distribution
company in Kosovo and the Balkans region.
Its marble products, which includes Alexandrian Blue, Alexandrian White,
Breccia Paradisea, Etruscan gold and Grigio Argento and are gaining sales
globally both to international wholesale companies as well as being supplied
directly into luxury residential properties. In the UK these include among
others St George's Homes and Capital and Counties Plc's Lillie Square
development. In Sydney, Australia Rosso Cait, Alexandrian White and Breccia
Paradisea marble have been used in what is expected to be Australia's most
expensive residential property. These sales serve to demonstrate
the desirability of Fox's premium marble products as the stone of choice in
some of the most prestigious and expensive residential developments around the
world.
Chairman's statement
The marble industry continues to operate in very challenging conditions. The
block market continues to be significantly affected by the ongoing
repercussions of the Covid-19 pandemic. Pricing for block marble is still
materially below pre-Covid levels, as quarries in the region scramble to deal
with stock backlogs, increased shipping and energy costs as well as
significantly lower demand from markets such as India and China. In the face
of these ongoing challenges Fox Marble has focused on securing working
capital, and on growing its processed marble trade within Kosovo.
We continue to consider opportunities to grow our marble reserve base within
the Kosovo region, with a number of applications for Exploration Permits
pending with International Commission for Mines and Minerals. Each
opportunity is considered on its merits and subject to a comprehensive
assessment of the quarry's opportunities and resource.
Operating losses for the year decreased to €1.7 million (2020 - €2.6
million), with a lower provision recognised on stock of €0.1 million (2020 -
€0.9 million) and cost controls. Through what has been a very tough year,
we continue to monitor and control working capital. The Board has carefully
considered its responsibilities around assessment of going concern and in
doing so the Board has considered its forecasts, the impact of the proposed
acqusition, the pipeline of sales and its ability to raise further funds if
necessary.
On the 11 April 2022 the Company announced its proposed acquisition of Eco
Buildings Group Ltd ("Eco Buildings"). Eco Buildings is a manufacturer of
GFRG panels for use in construction, and has secured large contracts for the
supply of housing in the Balkans. The Board has given careful consideration to
every step of the proposed acquisition of Eco Buildings. We believe this
transaction will be transformational for the group, and provide significant
opportunities for our existing shareholders. Eco Buildings represents a new
phase for the Company, and one that will enhance both companies.
Our Arbitration case brought against the republic of Kosovo is ongoing and we
continue to believe the Kosovan Government to be in clear breach of its
responsibilities towards the Company as a foreign investor in Kosovo and that
this action is in the best interests of its shareholders and employees. The
Company anticipates a fair and satisfactory resolution. The Stone Alliance
project remains part of the Group's long term plan, but progress on this
matter is currently dependent on the outcome of the arbitration proceedings.
Sir Mark Lyall Grant joined the board as a Non-executive Director in April
2022. Sir Mark is one of the United Kingdom's most senior public servants,
with more than 30 years of experience in leadership, policy making,
negotiation and public presentation. We are pleased to welcome Sir Mark to the
Board and look forward to benefitting from his wealth of experience.
I would like to thank all our employees who are very committed and
hardworking, and, importantly have embraced our vision to establish Kosovo and
the Balkans as a major supplier of high-quality marble worldwide.
Andrew Allner
Non-Executive Chairman
Strategic Report
Sales and marketing
Sales for the year were €0.6 million (2020 - €0.7 million). The
block marble market continues to be impacted by the Covid 19 pandemic as well
as a significant increase in global shipping rates. The processed marble
market has shown more positive signs.
A number of new contracts were signed for processed marble in 2021 which,
together with contracts signed in 2020, have been supplied through 2021 and
will continue through to 2022.
· A contract to supply 6,500 square metres of cut and finished paving
tiles for installation in the town square for the Municipality of Kamenica in
Kosovo in March 2021. Fox Marble has been processing blocks of a range of
marble from its own quarries for this project and supplying this material from
its factory in Kosovo over the course of 2021 with €118k sales made to 31
December 2021. The total value of the contract is in excess of €160,000.
· A contract to supply 20,000 square metres of cut and finished paving
tiles for installation in the town square for the Municipality of Mitrovice in
Kosovo was signed in April 2021. Fox Marble will be processing blocks of a
range of marble from its own quarries for this project and supplying this
material from its factory in Kosovo over the course of 2022. The total value
of the contract is in excess of €186k.
· In addition, in December 2021 the Company signed a non-binding
agreement to supply Unik Construction LLC with up to 30,000 square metres of
material for ongoing projects they are planning across Europe.
· In March 2022, Fox Marble signed a contract with BA Engineering, a
local Kosovan construction company with multiple developments in Kosovo. Given
BA Engineering is also engaged in developing a number of large prestigious
projects in Kosovo, the Company believes this will be the first of a series of
orders that BA Engineering will place.
Factory
A 5,400 square metre double skinned steel factory for the cutting and
processing of blocks into polished slabs and tiles has been erected on a
10-hectare site that the Company acquired in Lipjan in 2013, close to Pristina
airport in Kosovo.
In June 2020, the Company announced that it had acquired two additional
automatic CNC cutting machines to be installed in its factory in Kosovo. The
two machines were manufactured by Simec Srl and Garcia Ramos SA and with the
existing Gravellona Machine Marmo CNC machine has doubled the capacity to cut
tiles.
The machines, and procedural improvements implemented have helped drive an
increase in processing volumes. The factory processed 30,529 square metres
of slabs in 2021 (2020 - 29,737 square metres) and over 20,184 square metres
of tile and cut to size material processed (2020 - 24,000 square metres).
In 2021 Fox Marble has continued its focus on the local market for its
processed material and range of products from cut and polished tiles to stair
pieces, door and window lintels to slabs.
Quarry Operations
Prilep
The Company entered into an agreement to operate a quarry in Prilep, North
Macedonia in 2013. The agreement was for a period of 20 years with an
irrevocable option to extend the period for a further 20 years thereafter.
The Prilep quarry contains highly desirable white marbles, Alexandrian White
and Alexandrian Blue. This is one of a small cluster of quarries, in the Stara
river valley, overlooked by the Sivec pass. Quarrying operations were
stopped in April 2020 as a result of the COVID-19 crisis. It was reopened in
August 2020, though to a limited level. Production in 2021 was 2,456 tonnes
(2020 - 4,955 tonnes) as the Company manages level of production to strictly
match demand, and preserve working capital till the block market is back to
normal. The Company held in stock over 13,000 tonnes of material at 31
December 2021.
A royalty of 35% of gross revenue is payable to the original licence holder of
the quarry.
The Company also has the rights to an additional adjacent quarry, Prilep
Omega, which it acquired in 2014. The Company has not yet developed this
quarry.
Cervenillë
This site was the first of our quarries to be opened in November 2012. It is
being exploited across three separate locations (Cervenillë A, B & C)
from which red (Rosso Cait), red tinged grey (Flora) and light and darker grey
(Grigio Argento) marble is being produced in significant quantities. The
polished slabs from this quarry have sold well. The most noteworthy sales
included those to St George PLC (Berkeley Homes) for the prestigious Thames
riverside Chelsea Creek development in London.
In 2016, the decision was made to focus quarry resources at the nearby
Maleshevë quarry to accelerate development to address expected demand.
Quarry staff and equipment were therefore re allocated from this quarry.
Production was re-started in September 2020 to address the anticipated
upcoming demand for Grigio Argento from existing and future contracts.
Production in 2021 was 744 tonnes (2020 - 1,112 tonnes), as the Company
manages level of production to strictly match demand, and preserve working
capital till the block market is back to normal.
Syriganë
The quarry at Syriganë is open across four benches with a significant block
yard adjacent to the quarry site. The site contains a variety of the
multi-tonal breccia and Calacatta-type marble and produces significant volumes
of breccia marble in large compact blocks. Output is marketed as Breccia
Paradisea (predominantly grey and pink) and Etrusco Dorato (predominantly gold
and grey).
Maleshevë
In October 2015, the Company acquired the rights to a 300-hectare site close
to the Company's existing licence resource in Maleshevë from a local company.
By November 2015, this quarry had been opened and the first blocks extracted
and sent for testing. The quarry was operated subject to an agreement with
the licence holder, Green Power Sh.P.K ("Green Power"), a company incorporated
in Kosovo, which granted Fox Marble's Kosovan subsidiary the rights to develop
and operate the quarry, in return for a royalty arrangement.
The quarry contained a mixture of Illirico Bianco, Illirico Superiore and the
silver-grey marble Illirico Selene. The initial market response to both the
Illirico Selene and Illirico Bianco was very positive and to address this
anticipated demand the Company has invested significant resources and effort
since 2016 to accelerate the development of these quarries to produce multiple
open high-volume benches capable of producing blocks in the quantities to meet
demand. The Company quarried 2,850 tonnes during 2019 (2018 - 7,278
tonnes).
On 4 April 2019, Fox Marble announced it had conditionally acquired the entire
share capital of Green Power, for a consideration of £1,000,000 to be
satisfied by the issue of 13,000,000 new ordinary shares in the Company at a
price that equates to 7.69 pence per share. However, prior to approval of
the issue of shares at the Company's AGM in June 2019, Green Power announced
their intention to breach the agreed acquisition contract and blocked Fox
Marble's access to the quarry site.
Quarry production at the Maleshevë quarry in Kosovo was stopped in July 2019
as a result of the ongoing dispute with Green Power Sh.P.K.. The Company has
filed civil claims in Kosovo against Green Power Sh.P.K. for breach of
contract and damages, in addition to the wider Arbitration case launched
against the Government of Kosovo, as announced in September 2019. Further
details on the arbitration claim can be found below.
Arbitration Proceedings
On 4 September 2019, Fox Marble launched United National Commission on
International Trade Law (UNCITRAL) arbitration proceedings, against the
Republic of Kosovo for damages in excess of €195 million, as a result of the
failure of the State to protect Fox Marble's rights over the Maleshevë
quarry.
The Company believes the Kosovan Government to be in clear breach of its
responsibilities towards the Company as a foreign investor in Kosovo and that
this action is in the best interests of its shareholders and employees. The
Company anticipates a fair and satisfactory resolution. All the Company's
other operations, including the quarries and processing factory in Kosovo and
the Prilep quarry in Northern Macedonia, are unaffected.
The background to the claim is the dispute arising with the former
shareholders of Green Power Sh.P.K and Scope Sh.P.K, which has resulted in Fox
Marble being prevented from operating the Maleshevë quarry. Since the
dispute arose, Fox Marble has been working to resolve the matter with the
appropriate Kosovan Government agencies, namely the Kosovo mining regulator,
the Independent Commission of Mines and Mineral ("ICMM") and the Agjencia e
Regjistrimit të Bizneseve ("ARBK"), the Kosovo business registration agency.
However, in what is a clear breach of Kosovo Law 04/L-220 "On Foreign
Investment" (2014), Fox Marble has been prevented from asserting its rights in
these matters.
Despite the cumulative weight of evidence, Fox Marble was denied the right to
appeal any decision relating to the Maleshevë quarry in direct contravention
of the provisions of the Kosovo foreign investment law, Law 04 /L-220. As a
direct consequence of the ARBK and ICMM decisions, the Company has brought
arbitration proceedings against the Republic of Kosovo pursuant to Article 16
of the Kosovo foreign investment law (as above). The basis of the claim for
damages is the investment made to date in the Maleshevë quarry, loss of
future revenues associated with the site and future investment plans in
Kosovo. Significant future investment plans are the subject of the MOU
signed in October 2016 by the Government of Kosovo and Stone Alliance LLC
which is majority owned by Fox Marble.
On 16 December 2020 the Company announced that it had engaged the services of
Dentons CS Europe LLP to act on the Company's behalf in its circa €195
million claim against the Republic of Kosovo. Dentons have agreed a fee
arrangement which enables Fox Marble to bring the Arbitration through to its
conclusion.
The Company announced the appointment of the eminent British Barrister and
Queens Counsel, Samuel Wordsworth QC of Essex Court Chambers on the 19 May
2021. He will work with Dentons Europe CS LLP, the world's largest law firm
by number of lawyers, in support of the Company's €195M claim against the
Republic of Kosovo.
Proposed Acquisition and Suspension
On 11 April 2022, Fox Marble announced that it has arranged funding by way of
a convertible loan note of £400k ("Loan Facility"). The purpose of this
fundraising is to provide a loan facility to assist in the planned acquisition
of the entire issued share capital of ECO Buildings Group Limited (the
"Proposed Acquisition") and support the erection of a purpose built factory
building in Albania on a 7,600 sq m site in Durres. The Company has agreed
heads of terms with Eco Buildings for the Proposed Acquisition.
The Loan Facility will have an interest rate of 2% per annum and may be drawn
down in four tranches. The Loan Facility is repayable on the earlier of (i)
the date of completion of the Proposed Acquisition, (ii) twelve months after
the date of the heads of terms, or (iii) three months after the date that the
Proposed Acquisition negotiations are terminated.
The CLN will carry an interest rate of 2% per annum deferred for 2 years and a
term of 5 years. The CLN is convertible into Fox Marble ordinary shares at a
price of 6 pence per share. Should the Proposed Acquisition not be completed
by 31 December 2022, the CLN will only be repayable to the extent that the
Loan Facility is repaid to Fox Marble.
The Proposed Acquisition will constitute a reverse takeover pursuant to AIM
Rule 14 under the AIM Rules for Companies.
As part of the process, Fox Marble intends to undertake a significant capital
expansion, including capital reorganisation and change its name to ECO
Buildings Group. The Proposed Acquisition is conditional on, inter alia,
certain approvals and a shareholder vote at a General Meeting of the Company.
There can be no certainty nor guarantee that the Proposed Acquisition will
complete.
It is the Company's intention that the Proposed Acquisition will be structured
in such a way that any benefits arising from the successful conclusion of its
legal proceedings against the Republic of Kosovo, as previously announced on
30 September 2021, will be distributed to the benefit of the current
shareholders of the Company only.
At the request of the Company, the Company's ordinary shares were suspended
from trading on AIM with effect from 7.30 a.m. on 11 April 2022, pending
either the publication of an admission document or until the Proposed
Acquisition negotiations are terminated.
Pursuant to AIM Rule 41, if the Company's ordinary shares have been suspended
from trading for a period of six months, the admission of its ordinary shares
to trading on AIM will then be cancelled.
Financing
On 4 January 2021 the Company issued 65,500,000 new ordinary shares at a price
of 1.60 pence per share through its broker to raise £1.0 million before
expenses. On 12 February 2021 the Company issued 5,000,000 new ordinary shares
at a price of 1.60 pence per share in settlement of a consultancy fee of
£80,000. On 22 December 2021 the Company issued 38,461,579 shares at a price
of 1.30 pence per share through their broker to raise £0.5 million before
expenses.
The Company continues to carefully manage its working capital position and
will need to raise further capital in the future.
COVID-19 Response
The spread of Coronavirus (COVID-19) continues to have a significant impact
across industries worldwide, including the marble extraction and processing
market, given the changeable international travel and working restrictions in
place in many countries. The Board's highest priority is the continued
wellbeing of its employees, customers and stakeholders both in the UK and
Kosovo. Given the continued uncertainty on the potential impact and duration
of the COVID-19 pandemic, the Board has taken pre-emptive steps not only to
ensure the well-being of those affected, but also to best position the Company
for future operations.
Demand for block marble fell significantly in January 2020 as a result of
travel restrictions placed on China, the principal buyers of the Company's
block marble. The spread of the virus into Europe and the resulting impact
on cross border travel and trade magnified this effect through 2020 and
2021. As travel restrictions have lifted, the market for block marble
continues to show weakness as a result of increased transport and fuel costs,
and continued uncertainty in China. The Company elected to suspend
production at the quarries during 2020 in order to keep operational cash flow
neutral until the international block marble market returns to normality.
Production at the quarries continues to be tightly managed, with quarries in
use solely to meet known demand for blocks.
Stone Alliance Project
In October 2016, Fox Marble announced that Stone Alliance LLC, a new company
formed and 59% owned by Fox Marble, signed a non-binding Memorandum of
Understanding with the Parliament of Kosovo with the aim of creating a world
class new stone industry for Kosovo. The Company has been granted Commercial
Advocacy by the Advocacy Centre of the United States Department of Commerce,
ensuring the company benefits from the active support of the US Government.
Through submission of exploration licences, Stone Alliance now has exclusive
rights for a 40-year period to 40 quarry sites offering a variety of marble
and dimension stone. Stone Alliance intends to raise a minimum €100m from
external sources to facilitate the opening of 40 proposed marble quarries and
factories over a five-year period in the region with a view to establishing
Kosovo as a global presence in the stone industry, creating in excess of 2,000
jobs.
Fox Marble's role, in addition to being a major shareholder within the Stone
Alliance project, will be as follows:
· To provide expertise on technical matters, including quarry
operations, gained from having been the sole marble quarry owner and operator
in the region; in addition, Fox Marble will provide management and strategic
services to Stone Alliance in the initial phases of the operations allowing
Stone Alliance to progress more quickly in its development. These services
will be provided by Fox Marble at cost plus an agreed margin.
· To provide the sales and marketing platform to sell Stone Alliance
material. Fox Marble will provide access to its customer database and use of
the Fox Marble brand to facilitate the entry of the Stone Alliance product to
the market. Fox Marble will act as a sales agent and in return it will earn
a commission on sales of the Stone Alliance product.
· The Chairman and CEO of Fox Marble Holdings Plc both sit on the board
of Stone Alliance.
Progress on the Stone Alliance is on hold pending the resolution of the
arbitration proceedings.
Key Performance Indicators 2021 2020
Number of operational quarries 4 4
Quarry production (tonnes) 3,200 6,060
Revenue €646,064 €715,900
Average recorded selling price (blocks per tonne) €83 €120
Average recorded selling processed (per sqm) €25 €28
EBITDA (€1,387,116) (€2,435,315)
Operating loss for the year (€1,650,693) (€2,637,872)
Loss for the year (€1,895,738) (€2,804,371)
The Group recorded revenues of €646,064 in the year ended 31 December 2021
(2020 - €715,900). Revenues for the year fell as a direct result of the
Covid-19 pandemic's effect on block sales, partially offset by significant
growth in the sale of processed marble. The Group incurred an operating loss
of €1,650,693 for the year ended 31 December 2021 (2020 - €2,637,872).
The lower operating loss is due to the fall in the level of stock provision
recognised in 2021 compared to 2020. The Company has recognised an
additional provision of €118,137 (2020 - €926,762) on the stock held by
the Group, with the large provision recognised in 2020 due to the impact of
the market disruption caused by the pandemic on block pricing. The average
recorded selling price per sqm for processed material remained consistent with
the prior year. The fall in the selling price per sqm for block material has
been driven by the disruption of COVID 19 on the international block market.
The Group incurred a loss after tax for the year ended 31 December 2021 of
€1,895,738 (2020 - €2,804,371).
Reconciliation of EBITDA to Loss for the year Year to 31 December 2021 Year to 31 December 2020
€ €
Loss for the year before tax (€1,895,738) (€2,924,086)
Plus/(less):
Net finance costs/(income) 245,045 286,214
Depreciation 219,213 158,751
Amortisation 44,364 43,807
EBITDA (1,387,116) (2,435,315)
Plus/(less):
Inventory Provision 118,137 927,481
Share option charge 19,444 21,355
Adjusted EBITDA (1,249,535) (1,486,119)
The Company does not anticipate payment of dividends until its operations
become significantly cash generative.
Risk
Fox Marble recognises that risk is inherent in its business activities. Its
risks can have a financial, operational or reputational impact. The
Company's system of risk identification, supported by established governance
controls, ensures that it effectively responds to such risks, whilst acting
ethically and with integrity for the benefit of our stakeholders.
Once identified, risks are evaluated to establish root causes, financial and
non-financial impacts, and likelihood of occurrence. Consideration of risk
impact and likelihood is considered to create a prioritised risk register and
to determine which of the risks should be considered as a principal risk.
The effectiveness and adequacy of mitigating controls are assessed. If
additional controls are required, these will be identified, and
responsibilities assigned.
The Group's management is responsible for monitoring the progress of actions
to mitigate key risks. The risk management process is continuous; key risks
are reported to the Audit Committee and at least once a year to the full
Board.
Chris Gilbert
Chief Executive Officer
Unaudited Consolidated Statement of Comprehensive Income
For the year ended 31 December 2021
Note 2021 2020
€ €
Revenue 646,064 715,900
Cost of sales (530,295) (559,358)
Gross profit 115,769 156,542
Administrative and other operating expenses (1,766,462) (2,794,414)
Operating loss (1,650,693) (2,637,872)
Finance costs (386,198) (456,786)
Finance income 141,153 170,572
Loss before taxation (1,895,738) (2,924,086)
Taxation credit - 119,715
Loss for the year (1,895,738) (2,804,371)
[
Other comprehensive income - -
Total comprehensive income for the year attributable to owners of the parent (1,895,738) (2,804,371)
company
Earnings per share
Basic earnings per share 2 (0.005) (0.01)
Diluted earnings per share 2 (0.005) (0.01)
Unaudited Consolidated Statement of Financial Position
As at 31 December 2021
As at 31 December Note
2021 2020
€ €
Assets
Non-current assets
Intangible assets 2,748,771 2,793,135
Property, plant and equipment 4,429,161 4,818,716
Total non-current assets 7,177,932 7,611,851
Current assets
Trade and other receivables 1,134,487 1,152,317
Inventories 2,986,621 3,041,278
Cash and cash equivalents 558,282 377,678
Total current assets 4,679,390 4,571,273
Total assets 11,857,322 12,183,124
Current liabilities
Trade and other payables 1,407,652 1,560,865
Borrowings 1,997,852 1,841,493
Total current liabilities 3,405,504 3,402,358
Non-current liabilities
Deferred tax liability 84,504 84,504
Lease Commitments 146,202 260,481
Borrowings 2,704,916 2,799,128
Total non-current liabilities 2,935,622 3,144,113
Total liabilities 6,341,126 6,546,471
Net assets 5,516,196 5,636,653
Equity
Called up share capital 4,958,386 3,721,007
Share premium 32,575,443 32,056,986
Accumulated losses (32,179,224) (30,283,485)
Share based payment reserve 126,046 106,602
Other reserve 35,543 35,543
Total equity 5,516,194 5,636,653
Unaudited Consolidated Statement of Cash Flows
For the year ended 31 December 2021
Note 2021 2020
€ €
Cash flows from operating activities
Loss before taxation (1,895,738) (2,924,086)
Adjustment for:
Finance costs 386,198 456,786
Finance income (141,153) (170,572)
Operating loss for the year (1,650,693) (2,637,872)
Adjustment for: 44,364 43,807
Amortisation
Depreciation 318,481 420,693
Disposal of PPE 42,311 28,571
Equity settled transactions 19,444 21,355
Provision for impairment of receivables 69,515 14,359
Provision for inventory 118,137 927,841
Changes in working capital:
(Increase)/Decrease in trade and other receivables (51,685) 135,723
Increase in inventories (63,481) (40,721)
Decrease in accruals (129,408) (46,807)
(Decrease)/Increase in trade and other payables (23,804) 424,324
Net cash used in operating activities (1,306,819) (708,727)
Cash flow from investing activities
Expenditure on property, plant & equipment (37,440) (179,635)
Expenditure on rights of use assets (62,556) -
Interest on bank deposits 42 189
Net cash used in investing activities (99,954) (179,446)
Cash flows from financing activities
Proceeds from issue of shares (net of issue costs) 1,755,836 763,904
Repayment of loan notes (83,905) -
Interest paid on loan note instrument (84,554) (76,470)
Net cash generated from financing activities 1,587,377 687,434
Net increase/(decrease) in cash and cash equivalents 180,604 (200,739)
Cash and cash equivalents at beginning of year 377,678 578,417
Exchange losses on cash and cash equivalents
Cash and cash equivalents at end of year including restricted cash 558,282 377,678
Unaudited Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
Share Capital Share Premium Share based payment reserve Other Reserve Accumulated losses Total equity
Note 12 12
€ € € € € €
Balance at 1 January 2020 3,220,221 31,793,870 85,247 35,543 (27,479,114) 7,655,767
Loss and total comprehensive loss for the year (2,804,371) (2,804,371)
Transactions with owners
Share options charge 21,355 21,355
Share capital issued 500,786 263,116 - - 763,902
Balance at 31 December 2020 and at 1 January 2021 3,721,007 32,056,986 106,602 35,543 (30,283,485) 5,636,653
Loss and total comprehensive loss for the year (1,895,738) (1,895,738)
Transactions with owners
Share options charge - - 19,444 19,444
Share capital issued 1,237,379 518,457 - - 1,755,836
Balance at 31 December 2021 4,958,386 32,575,443 126,046 35,543 (32,179,223) 5,516,194
Notes to the Consolidated Financial Statements
1. General information
The principal activity of Fox Marble Holdings plc and its subsidiary and
associate companies (collectively "Fox Marble Group" or "Group") is the
exploitation of quarry reserves in the Republic of Kosovo and the Republic of
North Macedonia.
Fox Marble Holdings plc is the Group's ultimate Parent Company ("the parent
company"). It is incorporated in England and Wales and domiciled in England.
The address of its registered office is 160 Camden High Street, London, NW1
0NE. Fox Marble Holdings plc shares are admitted to trading on the London
Stock Exchange's AIM market.
2. Loss per share
2021 2020
€ €
Loss for the year used for the calculation of basic EPS (1,895,738) (2,804,371)
Number of shares
Weighted average number of ordinary shares for the purpose of basic EPS 377,727,054 287,591,514
Effect of potentially dilutive ordinary shares
Weighted average number of ordinary shares for the purpose of diluted EPS 377,727,054 287,591,514
Earnings per share:
Basic (0.005) (0.01)
Diluted (0.005) (0.01)
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors
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