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REG - HeiQ PLC - Interim Results

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RNS Number : 1856Z  HeiQ PLC  13 September 2022

September 13, 2022

HeiQ Plc

("HeiQ" or "the Company")

Interim Results for six months to June 30, 2022

Resilient trading and bringing life enhancing technology to market

HeiQ Plc (LSE:HEIQ), an established global brand in materials and textile
innovation which operates in high-growth markets, is pleased to announce its
interim results for six months to June 30, 2022.

Financial highlights:

·      Revenue increase of 17% to US$ 30.3m (H1 2021: US$ 25.8m),
showing resilience and continued demand

·      Investment by HUGO BOSS (MDAX: BOSS) into HeiQ AeoniQ, the
world's first climate positive fiber to replace polyester (US$ 135bn market).
A total investment of US$ 10m, structured as technology milestones & 2.5%
equity into HeiQ's Austrian tech subsidiary at an implied valuation of US$
200m

·      Sales from HeiQ's ESG-focused "Resource Efficiency" products
increased by 83% compared to H1 2021 and has now become the second largest
functionality in the Group's portfolio

·      Gross margin uplift of 3% to 46.7% compared to previous half year
(H2 2021: 43.7%), reflecting stabilization of underlying product margins as
well as the favorable impact of the product mix

·      Operating expenditure ("Opex") (respectively selling &
general administration costs) grew to US$ 3.3m or +31% over H1 2021 to US$
13.9m, in line with the Company's investment budget and growth strategy

·      Adjusted EBITDA of US$3.5m (1HY 2021: US$4.8m) achieved in
challenging market conditions during a phase of significant investment in
technology

Operational highlights:

·      Completed HeiQ AeoniQ pilot commercialization production plant in
time and on budget; Gained the LYCRA Company as exclusive distributor

·      Made significant progress with blockbuster tech HeiQ GrapheneX,
demonstrated solid state battery prototype over 1300 cycles, filed a fourth
patent & ordered the world's first pilot commercialization plant

·      Publication of an independent study by Charité University
Hospital Berlin and the Robert Koch-Institute, proving symbiotic cleaners -
like the HeiQ Synbio cleaners - are far more effective than disinfectants
alone, a publication that is now driving favourable change at regulators for
probiotic cleaners in healthcare

·      Gained Engie, a multibillion player in facility management, as
customer for HeiQ Synbio & Sanpure with the objective to enter manifold
channels at large scale swiftly

·      Launched HeiQ Mint - a durable botanical odour control for
textiles, capable to substitute textile antimicrobial technologies globally.

Post period-end highlights:

·      Further strengthening of our cash position as significant amounts
of receivables have been collected after balance sheet date

·      Additional EUR 2.2m paid in into equity of HeiQ AeoniQ LLC by
minority shareholder HUGO BOSS as contractual milestones have been met

·      Strong H2 2022 performance expected and cautiously optimistic to
meet analyst expectations for the full year

·      Strong US Dollar continues to have a positive impact on the
Company's cost structure

Carlo Centonze, co-founder and CEO, HeiQ plc, said:

"Despite the continuing challenging global market conditions and a 3-month
lockdown in our main market China in Q1 2022, we remain cautiously optimistic
and have plans in place to address those challenges and continue making fast
progress with commercialisation of our disruptive innovative technologies.

 

HeiQ is very well-positioned to spearhead the decarbonization of textile, the
second most polluting industry in the world. HeiQ AeoniQ, the world's first
climate positive fiber, has made significant steps towards full market launch
in 1HY 2022, and we remain confident that by the end of the year, first yarns
can be delivered to customers for capsule collections of truly climate
positive bio-degradable or circular apparel items. As such, HeiQ AeoniQ
remains one of our key focus areas for the months and years ahead. Our
ambition remains unchanged to build and operate one or more full-scale
Gigafactories at the beginning of 2025.

 

We are excited to continue delivering growth and bringing life enhancing
technology to market. The demand for our current and future technology
offering remains sound and we are executing our long-term growth strategy and
strengthening our innovation and differentiation capabilities as planned. We
are actively following market environment changes and will remain agile to
address them swiftly."

 

Analyst Briefing

Carlo Centonze, CEO, and Xaver Hangartner, CFO will host a webinar for equity
analysts at 09:30am BST today. Any equity analysts wishing to register should
contact SEC Newgate at HeiQ@secnewgate.co.uk where further details will be
provided.

 

This announcement contains inside information.

For further information, please contact:

 HeiQ Plc                                                +41 56 250 68 50

 Carlo Centonze (CEO)
 Cenkos Securities plc (Joint Broker)                    +44 (0) 207 397 8900

 Stephen Keys / Callum Davidson
 SEC Newgate (Media Enquiries)                           +44 (0) 20 3757 6882

 Elisabeth Cowell / Axaule Shukanayeva / Molly Gretton   HeiQ@s (mailto:HeiQ@secnewgate.co.uk) ecnewgate (mailto:HeiQ@secnewgate.co.uk)
                                                         .co.uk (mailto:HeiQ@secnewgate.co.uk)

 

About HeiQ

HeiQ is focused on improving the lives of billions of people world-wide by
innovating the materials people use every day. HeiQ has strong IP which is at
the forefront of global technology in the $10 billion antimicrobial fabrics
market, $24 billion textile chemicals market, the $50 billion probiotics
market and the $150 billion man-made fibers market. It has also moved into the
medical device, healthcare and hygiene coatings markets, to help make
hospitals and healthcare environments more hygienic. HeiQ aims to deliver
growth for its shareholders through a combination of increased sales of its
core products and by entering additional lucrative markets through disruptive
innovations and M&A.

HeiQ has created some of the most effective, durable and high-performance
technologies in the market today, which cool, warm, dry, repel, purify, and
destroy viruses. Since 2005, HeiQ has developed over 200 technologies in
partnership with 300 major brands and it has a significant R&D pipeline
containing over 50 projects. The Company has won multiple awards and gained a
strong reputation for the ESG & sustainable downstream effect of its
innovations. HeiQ is the only company to have won the Swiss Technology award
twice. It has also won the Swiss Environmental award with an innovation that
saves energy and water consumption during the textile manufacturing process.

Led by an experienced leadership team, HeiQ researches new solutions for
partners, delivers scaled up manufacturing from its sites across the world and
helps partners market the product to end consumers - aiming for lab to
consumer in months.

Chairwoman's Statement

I am pleased to report that HeiQ continued to demonstrate resilience during
difficult market conditions and made solid progress in delivering on its
growth strategy during the six-month period ending 30 June 2022 ("H1 2022").

HeiQ's revenues for H1 2022 grew by 17% year on year, and we were pleased to
have increased our overall gross margin compared to the second half of the
2021 financial year (H2 2021). This was achieved even though global economies
have experienced new significant turmoil in early 2022, just as things started
to normalize after two years of pandemic. On top of the energy crisis,
pressure on raw material prices continued, and inflation and energy price
rises significantly impacted the markets we operate in. HeiQ's business from
commercialized innovations demonstrated robustness. While the strengthening of
the US Dollar against the Euro, Swiss Franc and Sterling negatively impacted
our sales (denominated in EUR) the positive effect on our costs outweighed the
topline impact.

As an IP innovator, the development of our innovation pipeline is a
significant growth driver for our business. In this regard, H1 2022 was very
successful as we delivered substantial progress on our four most promising
innovation platforms, particularly HeiQ AeoniQ and HeiQ Synbio.

HeiQ AeoniQ

HeiQ AeoniQ aims to replace oil-based textiles, namely Polyester which
accounts for over 60% of the textile market, with a climate positive, circular
filament yarn made of cellulosic. Having already proved the concept of the
HeiQ AeoniQ yarn in 2021, we achieved several key commercialization milestones
during the period by installing a pilot production plant, securing investment
from HUGO BOSS, and signing up The LYCRA Company as exclusive distributor.

 

In H2 2022, we will optimize the product and proprietary production process
for the pilot plant whilst also gearing up towards delivery of the first
large-scale production plant. This is likely to be located in Portugal and is
expected to come on-stream in 2025. Unlike polyester or other textile yarns,
HeiQ AeoniQ is designed to have a positive carbon balance and as such we are
also progressing in getting the carbon credits certified.

HeiQ Synbio

HeiQ Synbio allows detergents to become much more effective than disinfectants
used today. It significantly reduces surface pathogens and antimicrobial
resistance which is particularly important for detergents used in hospitals.
In H1 2022, we achieved significant milestones on the way to establish
symbiotic detergents as a new standard in hospital cleaning. An independent
study by the opinion leading Charité University Hospital Berlin, and the
Robert Koch-Institute proved symbiotic cleaners far more effective than
disinfectants alone. This positions the HeiQ Synbio platform well given that
we are seeing that upcoming European Union regulations are expected to favor
symbiotic cleaners. With this is mind, we have entered negotiations with major
players in the cleaning supply chain with the objective to enter various
channels at large scale swiftly.

Financial Review

Revenues

Total revenues in H1 2022 increased by 17% to US$ 30.3m compared to the prior
year period (H1 2021: US$ 25.8m). Our "Hygiene" functionality continues to be
our largest, comprising 43% of total revenues (US$ 12.9m in H1 2022), despite
the 6% year on year decline in this area mainly due to further reduced sales
in masks and lockdowns in China.

With US$10.2m in revenue in H1 2022, "Resource Efficiency" has grown an
impressive +83% compared to H1 2021 and has now become the second largest
functionality in the Group. Driven by revenues from HeiQ AeoniQ and Innovation
Services as well as existing process chemicals, it now represents 34% of total
revenues.

In line with our strategy to increase the share of revenue from services,
license, and royalties, H1 2022 saw revenues of this nature increase from
US$1.2m in H1 2021 to US$ 3.9m in H1 2022.

Gross margin

At 46.7%, gross margin for H1 2022 has improved since the previous half year
(H2 2021: 43.7%). The uplift of 3% reflects stabilization of underlying
product margins as well as the favorable impact of the product mix (including
higher share of Services & Licensing/TechFee revenues). Compared to H1
2021, the gross margin is still down 3.5% points (H1 2021: 50.2%) but we
remain optimistic that price increases delivered during the period can narrow
the gap in the coming months.

Opex

Our operating expenditure ("Opex") (respectively selling & general
administration costs) grew US$ 3.3m or 31% over H1 2021 to US$13.9m. Opex
located in acquired entities account for an increase of US$ 1.9m. The
remaining increase is driven by higher personnel expense, investments in
building up the HeiQ AeoniQ team as well as in the organizational structure
and systems in general.

Cash

Our cash position as of June 30 2022 is US$ 9.5m, down from US$ 14.5m as at
December 31, 2021. About 60% of this decrease is related to investing and
financing activities as well as exchange rate effects on cash balances.
Investments totaled US$ 4.6m including US$1.6m installment payments for prior
period acquisitions. At the same time, we raised US$ 2.3m (net) through
financing activities (mainly the sale of a minority stake in HeiQ AeoniQ LLC).

Cash generated from operations (before tax payments) was US$ -1.5m. This
decrease was primarily due to investments in working capital of US$ 4.2m.
Compared to December 31, 2021, we increased our inventories by US$ 2.4m after
strong sales towards the end of 2021 and build-up of inventories for key
items. With US$ +1.4m, receivables also show a significant increase as of June
30 2022, compared to December 31 2021. This is mainly driven by two
circumstances: At the end of H1 22, after achievement of contractual agreed
milestones, we invoiced HUGO BOSS US$ 3m, which was collected in July 2022.
Also, due to lockdowns, we faced delays of payments into H2 2022 from certain
Chinese distributors.

Results

                                                                     Six months to  Six months to     Year ended
                                                                     June 30,       June 30,          December 31,
                                                              2022                  2021     2021
 Comprehensive income                                         US$'000               US$'000  US$'000
 Revenue                                                      30,280                25,795                      57,874
 Cost of sales                                                (16,127)              (12,840)                    (30,898)
 Gross profit                                                 14,153                12,955                      26,976
 Other operating income                                       2,671                 3,166                       6,426
 Selling and general administrative expenses                  (13,878)              (10,576)                    (24,465)
 Other operating expenses                                     (1,706)               (2,238)                     (5,820)
 Operating profit                                             1,240                 3,307                       3,117
 Depreciation of property, plant and equipment                644                   591                         1,255
 Amortization of intangible assets                            535                   205                         758
 Depreciation of right-of-use assets                          576                   279                         855
 Share options and rights granted to Directors and employees  486                   387                         498
 Adjusted EBITDA                                              3,481                 4,769                      6,483
 EBITDA Margin (adjusted)                                     11.5%                 18.5%                      11.2%

 

Outlook

Despite the continued challenging global market conditions, we remain
cautiously optimistic that market expectations will be met for the full year
2022.

The demand for our current and future technology offering remains sound. We
are executing our long-term growth strategy and strengthening our innovation
and differentiation capabilities as planned. Our sales are traditionally
stronger in the second half of the year. We expect several projects to start
adding sales in the remaining months as well as securing additional revenues
from milestone achievements related to HeiQ AeoniQ. Now that lockdowns in
China have ceased, we expect sales in China to gain momentum in H2 2022.

Having already executed price increases during the period to combat
inflationary pressures, we are confident that gross margins will continue to
recover.

If we look to the mid-term, HeiQ is very well positioned to spearhead the
decarbonization of the textile industry. The development of HeiQ AeoniQ is
progressing as planned and we remain confident that by the end of the year,
yarn can be delivered to customers for first capsule collections of truly
carbon negative apparel items. As such, HeiQ AeoniQ remains one of our key
focus areas for the months and years ahead. Our ambition remains unchanged to
commission, a full-scale production site at the beginning of 2025.

We are excited to continue delivering growth and bringing life enhancing IP to
market and thank our shareholders, customers, team and advisers for their
support.

Esther Dale-Kolb

Chairwoman

September 13, 2022

 

Condensed consolidated statement of comprehensive income

For the six months ended June 30, 2022

                                                                                                                                                Six months to  Six months to  Year ended
                                                                                                                                                June 30,       June 30,       December 31,
                                                                                                                                         2022                  2021           2021
 Comprehensive income                                                                                                          Note      US$'000               US$'000        US$'000
 Revenue                                                                                                                       6         30,280                 25,795        57,874
 Cost of sales                                                                                                                 7         (16,127)               (12,840)       (30,898)
 Gross profit                                                                                                                            14,153                 12,955        26,976
 Other operating income                                                                                                        6         2,671                  3,166          6,426
 Selling and general administrative expenses                                                                                   7         (13,878)               (10,576)       (24,465)
 Other operating expenses                                                                                                      7         (1,706)                (2,238)        (5,820)
 Operating profit                                                                                                                        1,240                  3,307          3,117
 Other income                                                                                                                            77                     38            199
 Other costs                                                                                                                             (29)                   (213)          (361)
 Finance income                                                                                                                          442                    520            534
 Finance costs                                                                                                                 17        (537)                  (282)          (597)
 Income before taxation                                                                                                                  1,193                  3,370          2,686
 Taxation                                                                                                                      8         (287)                  (522)          (212)
 Income after taxation                                                                                                                   906                    2,848          2,474

 Earnings per share (cents) -                                                                                                  9         0.84                  2.46           2.07
 basic
 Earnings per share (cents) - diluted                                                                                          9         0.81                  2.38           2.01

 Other comprehensive income
 Exchange differences on translation of foreign operations                                                                                                                     (1,662)

                                                                                                                                                (1,970)         (1,723)
 Items that may be reclassified to profit or loss in subsequent periods                                                                                                       (1,662)

                                                                                                                                                (1,970)         (1,723)
 Actuarial gains / (losses) from defined benefit pension plans                                                                                                                 899

                                                                                                                                                -               -
 Items that will not be reclassified to profit or loss in subsequent periods

                                                                                                                                                -              -               899
 Total comprehensive income for the period/year                                                                                                 (1,064)        1,125          1,711

 Income attributable to:
 Equity holders of HeiQ                                                                                                                         1,112           3,126          2,676
 Non-controlling interests                                                                                                                      (206)           (278)         (202)
                                                                                                                                                906            2,848          2,474

 Comprehensive income / (loss) attributable to:
 Equity holders of the Company                                                                                                                  (858)           1,403         1,913
 Non-controlling interests                                                                                                                      (206)           (278)         (202)
                                                                                                                                                (1,064)        1,125          1,711

Condensed consolidated statement of financial position

As at June 30, 2022

 

                                                        As at        As at
                                                        June 30,     December 31,
                                                        2022         2021
 Assets                                       Note      US$'000      US$'000
 Intangible assets                            10        33,448       32,212
 Property, plant and equipment                11        6,823         6,865
 Right-of-use assets                          12        9,114         9,079
 Deferred tax assets                          8         874           701
 Other non-current assets                               153           333
 Non-current assets                                     50,412       49,190
 Inventories                                            16,184        13,770
 Trade receivables                            13        21,512       18,050
 Other receivables and prepayments                      5,143        6,275
 Cash and cash equivalents                              9,488         14,560
 Current assets                                         52,327       52,655
 Total assets                                           102,739      101,845

 Equity and Liabilities
 Share capital                                14        53,023        51,523
 Capital reserve                              14        147,583       144,191
 Other reserve                                          (1,144)       (1,144)
 Share-based payment reserve                  14        889           474
 Merger reserve                                         (126,912)     (126,912)
 Currency translation reserve                           (695)         1,275
 Retained deficit                                       (2,249)       (5,823)
 Equity attributable to owners of the parent            70,495        63,584
 Non-controlling interests                              601          1,053
 Total equity                                           71,096        64,637
 Lease liabilities                            12        7,977         8,176
 Long-term borrowings                         17        668           670
 Deferred tax liability                       8         1,737        1,894
 Other non-current liabilities                16        2,293         2,619
 Total non-current liabilities                          12,675        13,359
 Trade and other payables                               7,928        9,359
 Accrued liabilities                                    4,100         4,538
 Income tax liability                         8         111           51
 Deferred revenue                                       3,972        1,774
 Short-term borrowings                        17        1,503         1,004
 Lease liabilities                            12        1,262         1,054
 Other current liabilities                    18        92            6,069
 Total current liabilities                              18,968        23,849
 Total liabilities                                      31,643       37,208
 Total liabilities and equity                           102,739       101,845

The Notes form an integral part of these Condensed Consolidated Financial
Statements. The Financial Statements were approved and authorized for issue by
the Board of Directors on September 12, 2022 and signed on its behalf by:

Xaver Hangartner

Chief Financial Officer

September 12, 2022

Condensed consolidated statement of changes in shareholders' equity

For the six months ended June 30, 2022

                                                       Share     Capital    Other      Share- based payment reserve  Merger       Currency translation  Retained deficit  Non- controlling interests  Total

                                                       capital   reserve    reserve                                  reserve      reserve                                                             equity
                                                 Note  US$'000   US$'000    US$'000    US$'000                       US$'000      US$'000               US$'000           US$'000                     US$'000
 Balance at January 1, 2021                            49,559    134,537    (2,043)    50                            (126,912)    2,937                 (8,499)           (20)                        49,609
 Income after taxation                                 -         -                     -                             -            -                      2,676             (202)                      2,474
 Other comprehensive (loss)/income                     -         -           899        -                             -            (1,662)              -                  -                          (763)
 Total comprehensive (loss)/income for the year         -         -          899        -                             -           (1,662)               2,676              (202)                      1,711
 Issuance of shares                                     1,964    9,654      -          -                             -            -                     -                 -                           11,618
 Share-based payment charges                           -         -          -           424                          -            -                     -                 -                           424
 Amounts arising on business combinations              -         -          -          -                             -            -                     -                 1,275                       1,275
 Transactions with owners                               1,964    9,654       -         424                            -            -                     -                1,275                       13,317
 Balance at December 31, 2021                           51,523    144,191    (1,144)   474                            (126,912)    1,275                 (5,823)          1,053                        64,637

 

 Income after taxation                                 -         -          -          -        -            -           1,112      (206)   906
 Other comprehensive (loss)/income                     -         -           -          -        -            (1,970)   -           -        (1,970)
 Total comprehensive (loss)/income for the year         -         -          -          -        -            (1,970)    1,112      (206)    (1,064)
 Issuance of shares                                14   1,500     3,392     -          -        -            -          -          -         4,892
 Share-based payment charges                       14  -         -          -           415     -            -          -          -         415
 Dividends paid to minority shareholders           15  -         -          -          -        -            -          -           (243)    (243)
 Transfer on disposal of non-controlling interest  4   -         -          -          -        -            -           2,462      (3)      2,459
 Transactions with owners                               1,500     3,392      -          415      -            -          2,462      (246)    7,523
 Balance at June 30, 2022                               53,023    147,583    (1,144)    889      (126,912)    (695)      (2,249)    601      71,096

 

Condensed consolidated statement of cash flows

For the six months ended June 30, 2022

                                                                          Six months to  Six months to  Year ended
                                                                          June 30,       June 30,       December 31,
                                                                          2022           2021           2021
                                                                          US$'000        US$'000        US$'000
 Cash flows from operating activities
 Income before taxation                                                   1,193          3,370          2,686
 Cash flow from operations reconciliation:
 Depreciation and amortization                                            1,755          1,075          2,868
 Impairment expense                                                       -              -              144
 Gain on disposal of property, plant and equipment                        (9)            -              (54)
 Loss on disposal of property, plant and equipment                        12             -              20
 Gain on earnout consideration                                            -              -              (80)
 Finance costs                                                            54             160            221
 Finance income                                                           (1)            (5)            (18)
 Pension expense                                                          117            132            156
 Non-cash equity compensation                                             486            387            498
 Gain from lease modification                                             (68)           -              -
 Foreign exchange differences                                             (860)          (118)          (877)
 Working capital adjustments:
 Decrease (Increase) in inventories                                       (2,414)        2,369          2,028
 Decrease (Increase) in trade and other receivables                       (1,397)        455            (4,741)
 Increase (decrease) in trade and other payables                          (342)          (3,489)        3,092

 , accrued liabilities and deferred revenue
 Cash generated from operations                                           (1,474)        4,336          5,943
 Taxes paid                                                               (529)          (1,442)        (2,462)
 Net cash generated from operating activities                             (2,003)        2,894          3,481
 Cash flows from investing activities
 Consideration paid for acquisitions of businesses                        (1,587)        (8,444)        (10,994)
 Cash assumed on acquisitions of businesses                               -              2,121          2,137
 Purchase of property, plant and equipment                                (1,060)        (284)          (994)
 Proceeds from the disposal of property, plant and equipment              37             66             138
 Development and acquisition of intangible assets                         (1,946)        (1,329)        (2,969)
 Finance income                                                           1              5              18
 Net cash from / (used in) investing activities                           (4,555)        (7,865)        (12,664)
 Cash flows from financing activities
 Finance costs                                                            (54)           (160)          (221)
 Repayment of leases                                                      (521)          (263)          (790)
 Proceeds from disposals of minority interests                            2,459          -              -
 Proceeds from borrowings                                                 818            472            472
 Repayment of borrowings                                                  (163)          (113)          (803)
 Dividends paid to minority shareholders                                  (243)          -              -
 Net cash (used in) / from financing activities                           2,296          (64)           (1,342)
 Net increase (decrease) in cash and cash equivalents                     (4,262)         (5,035)       (10,525)
 Cash and cash equivalents - beginning of the year                        14,560          25,695        25,695
 Effects of exchange rate changes on the balance of cash held in foreign  (810)           (750)         (610)
 currencies
 Cash and cash equivalents - end of the period/year                       9,488           19,910        14,560

Note: Non-cash transactions: Certain shares were issued during the year for a
non-cash consideration as described in Note 14.

 

Notes to the Consolidated Financial Statements for the six months ended June
30, 2022

1.     General information

HeiQ PLC (the "Company") and its subsidiaries (together, the "Group") is an IP
innovator and established global brand in materials and textile innovation,
adding hygiene, comfort, protection and sustainability to the products we use
every day. Active in multiple markets: textiles, carpets, antimicrobial
plastics, conductive coatings, medical devices, probiotic household cleaners,
personal care and hospital hygiene, HeiQ has created some of the most
effective, durable and high-performance technologies in these markets today.
The principal activity of the Company is that of a holding company for the
Group, as well as performing all administrative, corporate finance, strategic
and governance functions of the Group.

The Company was incorporated on May 14, 2014 as Auctus Growth Limited, in
England and Wales under the Companies Act 2006 with company number 09040064.
The Company was re-registered as a public company on July 24, 2014. On
December 4, 2020, following a reverse takeover of Swiss-based HeiQ Materials
AG, the Company's name was changed to HeiQ PLC. The Company's registered
office is 5th Floor, 15 Whitehall, London, SW1A 2DD.

After the reverse takeover, the Company's enlarged share capital was
Re-admitted to the standard segment of the Official List and initiation of
trading on the London Stock Exchange's Main Market commenced on December 7,
2020 under the ticker "HEIQ". The ISIN of the Ordinary Shares is GB00BN2CJ299
and the SEDOL Code is BN2CJ29.

 

2.    Basis of preparation and measurement
a.    Basis of preparation

The unaudited condensed consolidated interim financial statements have been
prepared in accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and International Accounting Standard 34 "Interim
Financial Reporting" (IAS 34). Other than as noted below, the accounting
policies applied by the Group in the preparation of these interim financial
statements are the same as those set out in the Company's audited financial
statements for the year ended December 31, 2021. These financial statements
have been prepared under the historical cost convention except for certain
financial and equity instruments that have been measured at fair value.

These condensed financial statements do not include all of the information
required for a complete set of IFRS financial statements. However, selected
explanatory notes are included to explain events and transactions that are
significant to an understanding of the changes in the Company's financial
position and performance since the audited financial statements for the year
ended December 31, 2021.

Statutory accounts for the year ended December 31, 2021 have been filed with
the Registrar of Companies and the auditor's report was unqualified, did not
contain any statement under Section 498(2) or 498(3) of the Companies Act 2006
and did not contain any matters to which the auditors drew attention without
qualifying their report.

The condensed interim financial statements are unaudited and have not been
reviewed by the auditors and were approved by the Board of Directors on
September 9, 2022.

Unless otherwise stated, the Condensed Consolidated Financial Statements are
presented in United States Dollars ($) which is the presentational currency of
the Group, and all values are rounded to the nearest thousand dollars except
where otherwise indicated.

b.    Going concern

The Interim Financial Statements have been prepared on the going concern
basis, which contemplates the continuity of normal business activity and the
realization of assets and the settlement of liabilities in the normal course
of business. The Directors have reviewed the Group's overall position and
outlook and are of the opinion that the Group is sufficiently well funded to
be able to operate as a going concern for at least the next twelve months from
the date of signing these financial statements.

c.     Basis of consolidation

The Condensed Consolidated Financial Statements comprise the financial
statements of the Company and its subsidiaries.

On December 7, 2020, HeiQ Plc became the legal parent of HeiQ Materials AG by
way of reverse acquisition. The cost of the acquisition is deemed to have been
incurred by HeiQ Materials AG, the legal subsidiary, in the form of equity
instruments issued to the owners of the legal parent. This acquisition has
been accounted for as a reverse acquisition.

Business combinations other than reverse acquisitions are accounted for under
the acquisition method.

d.    New standards, interpretations and amendments effective for the current period

The following new standards and amendments were effective for the first time
in these financial statements but did not have a material effect on the Group:

 

-     Annual Improvements to IFRS: 2018-2020 Cycle

-     Conceptual Framework for Financial Reporting (Amendments to IFRS 3)

-     IAS 37 Provisions, Contingent Liabilities and Contingent Assets
(Amendment - Onerous Contracts - Cost of Fulfilling a Contract)

-     IAS 16 Property, Plant and Equipment (Amendment - Proceeds before
Intended Use)

3.     Significant accounting policies

The Company has applied the same accounting policies and methods of
computation in its interim consolidated financial statements as in its 2021
financial statements.

New and amended standards and Interpretations issued by the IASB that will
apply for the first time in the next annual financial statements are not
expected to impact the Group as they are either not relevant to the Group's
activities or require accounting which is consistent with the Group's current
accounting policies.

Use of estimates and judgements

There have been no material revisions to the nature and amounts of estimates
of amounts reported in prior periods.

4.    Significant events and transactions
Disposal of non-controlling interest in HeiQ AeoniQ LLC

On February 11, 2022, HeiQ Materials AG reached an agreement with Hugo Boss AG
to dispose of 2.5% of its shareholding in HeiQ AeoniQ LLC.

HeiQ AeoniQ LLC is the exclusive licensee of the AeoniQ technology under an
intragroup license agreement (the "HeiQ AeoniQ License") between HeiQ and HeiQ
AeoniQ LLC dated February 4, 2022.

The consideration for the transfer of such shares to Hugo Boss was €875
(approximately US$1,000). Additionally, Hugo Boss agreed to pay an amount of
€2,229,125 into the capital reserves of HeiQ AeoniQ LLC.

The sale and transfer of the shares in HeiQ AeoniQ LLC was agreed on February
11, 2022 and the payment into the capital reserves of HeiQ Aeonic LLC was
collected in March 2022.

Furthermore, after HeiQ fulfilled certain contractually agreed milestones,
Hugo Boss paid an additional amount of €2,200,000 (approx. US$ 2,459,000)
into the capital reserves of HeiQ AeoniQ LLC in July 2022.

The effect of the disposal on the Group's financial statements is summarized
as follows:

 Condensed consolidated statement of changes in shareholders' equity                                     US$'000
 Retained deficit                                                                                        2,462
 Non-controlling interests                                                                               (3)
 Equity                                                                                                  2,459

 Condensed consolidated statement of cash flows                                                          US$'000
 Proceeds from disposals of non-controlling interests                                                    2,459
 Net cash (used in) / from financing activities                                                          2,459

 

The net liabilities of HeiQ AeoniQ LLC were valued at US$136,000 as at
February 11, 2022. Therefore, the value of the 2.5% shareholding disposed was
valued at US$3,000.

5.     Segmental reporting

The Directors consider that the Group has one reportable segment, that of
materials innovation which focuses on scientific research, manufacturing and
consumer ingredient branding. Accordingly, all revenues, operating results,
assets and liabilities are allocated to this activity.

The Group also analyses and measures its performance into geographic regions,
specifically Europe, North & South America and Asia.

6.    Revenue and other operating income

The Group's activities are materials innovation which focuses on scientific
research, manufacturing and consumer ingredient branding. The primary source
of revenue is the production and sale of functional ingredients, materials,
and finished goods. Other sources of revenues include research and development
services as well as laboratory work.

The Group classifies the functionalities of the different type of products
into the functionalities of Comfort, Hygiene, Protection and Resource
efficiency.

Revenues were mainly generated in regions Europe, North & South America
and Asia. The following table reconciles HeiQ Group's revenue for the periods
presented:

                                      Six months to  Six months to  Year ended

                                      June 30,       June 30,       December 31,

                                      2022           2021           2021
 Revenue by type of product           US$'000        US$'000        US$'000
 Revenue recognized at point in time
 Functional ingredients               21,156         19,890*        43,661
 Functional materials                 434            249            850
 Functional consumer goods            4,803          4,469*         10,069
 Services, royalties and others       3,179          1,187          2,692
 Revenue recognized over time
 Licenses                             707            -              602
 Total revenue                        30,280         25,795         57,874

*The comparative analysis of revenue for the six months ended June 30, 2021
has been restated to more fairly reflect the revenues from each product
consistent with the analysis presented in the audited financial statements for
the year ended December 31, 2021.

                            Six months to  Six months to  Year ended

                            June 30,       June 30,       December 31,

                            2022           2021           2021
 Revenue by functionality   US$'000        US$'000        US$'000
 Comfort                    5,689          5,419          12,979
 Hygiene                    12,912         13,790         29,314
 Protection                 1,439          997            2,076
 Resource efficiency        10,241         5,589          13,505
 Total revenue              30,280         25,795         57,874

                            Six months to  Six months to  Year ended

                            June 30,       June 30,       December 31,

                            2022           2021           2021
 Revenue by territory       US$'000        US$'000        US$'000
 North & South America      11,820         9,551           21,689
 Asia                       8,955          8,880           19,636
 Europe                     9,327          7,093           16,237
 Others                     177            271             312
 Total revenue              30,280         25,795         57,874

 

During the period ended June 30, 2022, no customer individually totaled more
than 10% of total revenues (2021: one customer).

 

                               Six months to  Six months to  Year ended

                               June 30,       June 30,       December 31,

                               2022           2021           2021
 Other operating income        US$'000        US$'000        US$'000
 Foreign exchange gains        2,334          2,030          5,032
 Other                         337            1,136          1,934
 Total other operating income  2,671          3,166          6,426

 

7.     Expenses by nature
                                                Six months to  Six months to  Year ended

                                                June 30,       June 30,       December 31,

                                                2022           2021           2021
 Cost of goods sold                             US$'000        US$'000        US$'000
 Material expenses                              12,114          10,033         24,581
 Personnel expenses                             1,477           1,070          2,164
 Depreciation of property, plant and equipment  342             280            706
 Other costs of goods                           2,194           1,457          3,447
 Total cost of goods sold                       16,127          12,840        30,898

 

 Selling and general administration                 Six months to  Six months to  Year ended

                                                    June 30,       June 30,       December 31,

                                                    2022           2021           2021
 expenses                                           US$'000        US$'000        US$'000
 Personnel expenses                                 7,808           5,468         13,074
 Depreciation of property, plant and equipment      302             311           549
 Amortization of intangible assets                  535             205            758
 Depreciation of right-of-use assets                576             279            855
 Other                                              4,657           4,313         9,229
 Total selling and general administration expenses  13,878         10,576         24,465

 

                                          Six months to  Six months to  Year ended

                                          June 30,       June 30,       December 31,

                                          2022           2021           2021
 Personnel expenses                       US$'000        US$'000        US$'000
 Wages and salaries                       7,930          5,363          12,708
 Social security and other payroll taxes  624             471           1,387
 Pension costs                            244             317           645
 Share-based payments                     486            387            498
 Total personnel expenses                 9,285          6,538          15,238

 

                                 Six months to  Six months to  Year ended

                                 June 30,       June 30,       December 31,

                                 2022           2021           2021
 Other operating expenses        US$'000        US$'000        US$'000
 Foreign exchange losses         1,620          1,583          4,671
 Impairment expense              -              -              144
 Other                           86             655            1,005
 Total other operating expenses  1,706           2,238         5,820

 

8.    Taxation

The components of the provision for taxation on income included in the
"Condensed Consolidated Statement of Other Comprehensive Income" are
summarized below:

                                        Six months to  Six months to  Year ended

                                        June 30,       June 30,       December 31,

                                        2022           2021           2021
 Current income tax expense             US$'000        US$'000        US$'000
 Swiss corporate income taxes           30             (6)            (282)
 United States state and federal taxes  383            314            (33)
 Taiwan corporate income taxes          78             83             200
 Belgium corporate income taxes         76             176            186
 Germany corporate income taxes         (17)           127            301
 Others                                 79             4              39
 Total current income tax expense       629            698            411

 

                                             Six months to  Six months to  Year ended

                                             June 30,       June 30,       December 31,

                                             2022           2021           2021
 Deferred income tax expense                 US$'000        US$'000        US$'000
 Switzerland                                 (69)           (78)           (190)
 China                                       (128)          -              (146)
 United States                               (71)           -              138
 Spain                                       -              (38)           108
 Others                                      (74)           (60)           (109)
 Total deferred income tax expense (income)  (342)          (176)          (199)

 

 Total income tax expense  287  522  212

 

                                                  Six months    Year ended

                                                   ended        December 31,

                                                  June 30,      2021

                                                  2022
 Tax liability                                    US$'000       US$'000
 Opening balance                                  51            1,495
 Tax liability acquired in business combinations  -             638
 Income tax expense for the period / year         629           411
 Taxes paid                                       (529)         (2,462)
 Foreign currency movements                       (40)          (31)
 Closing balance                                  111           51

 

The Group had net deferred tax liabilities of US$863,000 as at June 30, 2022
(Net deferred tax liabilities of US$ 1,193,000 at December 31, 2021).

The components of the net deferred income tax assets and liabilities are as
follows:

 

                                        Period ended    Year ended

                                        June 30,        December 31,

                                        2022            2021
 Deferred taxes                         US$'000         US$'000
 Deferred tax assets
 Pension fund obligations               433             429
 Tax losses recognized                  285             178
 Share-based payment expense            136             88
 Others                                 16              6
 Total deferred tax assets              874             701
 Deferred tax liabilities
 Capital allowances and depreciation    (1,737)         (1,894)
 Total deferred tax liabilities         (1,737)         (1,894)
 Net deferred tax assets (liabilities)  (863)           (1,193)

 

As at June 30, 2022, the Group had approximately US$285,000 of tax losses
available to be carried forward against future profits (December 31, 2021:
US$178,000; June 30, 2021: US$327,000).

In applying judgement in recognizing deferred tax assets, management has
critically assessed all available information, including future business
profit projections and the track record of meeting forecasts. Management
expects the deferred tax asset to be substantially recovered in 2022.

9.    Earnings per share

The calculation of earnings per share is based on the following earnings and
number of shares:

 

                                                         Six months to  Six months to  Year ended

                                                         June 30,       June 30,       December 31,

                                                         2022           2021           2021
 Earnings per share                                      US$'000        US$'000        US$'000
 Profit after tax attributable to owners of the Company  1,112          3,126          2,676
 Basic earnings per share (cents)                        0.84           2.46           2.07
 Diluted earnings per share (cents)                      0.81           2.38           2.01
 Basic weighted average number of shares in issue        131,781,726    127,214,811    128,871,639
 Diluted weighted average number of shares in issue      136,936,164    131,222,146    132,718,333

10.  Intangible assets
                                              Goodwill        Internally developed assets  Brands                     Acquired technologies  Other intangible assets  Total

                                                                                           & Customer relations

 Cost                                             US$'000     US$'000                         US$'000                    US$'000                 US$'000              US$'000
 As at January 1, 2021                        3,516           1,851                        295                        -                      491                      6,153
 Reclasses                                    -               (725)                        -                          -                      725                       -
 Additions through business combinations      18,599                                       3,226                      2,501                  580

                                                                                                                                                                      24,906
 Additions arising from internal development  -               2,390                        -                          -                      -

                                                                                                                                                                       2,390
 Other acquisitions                           -               -                            -                          -                      579                      579
 Currency translation differences             -               (7)                          -                          -                      (43)                      (50)
 As at December 31, 2021                      22,115          3,509                        3,521                      2,501                  2,332                    33,978
 Additions arising from internal development

                                              -               1,840                        -                          -                      106                      1,946

 Currency translation differences             -               (171)                        -                          -                      (50)                     (222)
 As at June 30, 2022                          22,115          5,177                        3,521                      2,501                  2,388                    35,702

 Amortization
 As at January 1, 2021                        -               432                          107                        -                      350                      889
 Reclasses                                    -               (19)                         -                          -                      19                       -
 Amortization for the year                    -               50                           367                        177                    164                      758
 Impairment expense                           123             21                           -                          -                      -                        144
 Currency translation differences             -               (10)                         -                          -                      (15)                     (25)
 As at December 31, 2021                      123             474                          474                        177                    518                      1,766
 Amortization for the period                  -               50                           259                        125                    101                      535
 Currency translation differences             -               (23)                         -                          -                      (24)                     (47)
 As at June 30, 2022                          123             501                          733                        302                    595                      2,254

 Net book value
 As at December 31, 2021                      21,992          3,035                        3,047                      2,324                  1,814                    32,212
 As at June 30, 2022                          21,992          4,676                        2,788                      2,199                  1,793                    33,448

 

11.   Property, plant and equipment

 

                                          Machinery and equipment  Motor vehicles  Computers and software  Furniture and fixtures  Land and buildings  Total

 Cost                                         US$'000                  US$'000     US$'000                    US$'000                 US$'000          US$'000
 As at January 1, 2021                    6,779                    492             810                     132                     -                   8,213
 Additions through business combinations   191                      19              24                      171                     1,675               2,080
 Additions                                 596                      67              104                     213                     14                  994
 Disposals                                 (30)                     (37)            -                       (15)                    (68)                (150)
 Currency translation differences          (248)                    (5)             (24)                    (27)                    (98)                (402)
 As at December 31, 2021                  7,288                    536             914                     474                     1,523               10,735
 Additions                                950                      2               74                      27                      7                   1,060
 Disposals                                (62)                     (6)             -                       -                       -                   (68)
 Currency translation differences         (394)                    (6)             (45)                    (30)                    (123)               (598)
 As at June 30, 2022                      7,782                    526             943                     471                     1,407               11,129

 Depreciation
 As at January 1, 2021                    2,002                    242             464                     38                      -                   2,746
 Charge for the year                      797                      118             168                     55                      117                 1,255
 Eliminated on disposal                    (13)                     (26)            -                       (7)                     -                   (46)
 Currency translation differences          (63)                     (4)             (13)                                            (5)                 (85)
 As at December 31, 2021                  2,723                    330             619                     86                      112                 3,870
 Charge for the period                    380                      52              91                      57                      64                  644
 Eliminated on disposal                   (25)                     (3)             -                       -                       -                   (28)
 Currency translation differences         (125)                    (3)             (32)                    (7)                     (13)                (179)
 As at June 30, 2022                      2,953                    376             678                     136                     163                 4,306

 Net book value
 As at December 31, 2021                  4,565                    206             295                     388                     1,411               6,865
 As at June 30, 2022                      4,829                    150             265                     335                     1,244               6,823

 

 

12.  Right-of-use assets
                                          Land and buildings  Motor vehicles  Machinery and equipment  Total
 Cost                                         US$'000             US$'000     US$'000                  US$'000
 As at January 1, 2021                    3,701               76              41                       3,818
 Additions through business combinations   1,186               300             150                      1,636
 Additions                                 5,147               289             393                      5,829
 Disposals due to expiry of lease          -                   (33)            (9)                      (42)
 Currency translation differences          (120)               (21)            2                        (139)
 As at December 31, 2021                  9,914               611             577                      11,102
 Additions                                 7                   102             1,572                    1,681
 Disposals due to expiry of lease          -                   (36)            -                        (36)
 Modification to lease terms*              (1,199)             -               -                        (1,199)
 Currency translation differences          (575)               (49)            (51)                     (675)
 As at June 30, 2022                       8,147               628             2,098                    10,874

 Depreciation
 As at January 1, 2021                    1,182               60              12                       1,254
 Charge for the year                      655                 89              111                      855
 Disposals due to expiry of lease          -                   (32)            (9)                      (41)
 Currency translation differences          (34)                (8)             (3)                      (45)
 As at December 31, 2021                  1,803               109             111                      2,023
 Charge for the period                    442                 70              64                       576
 Disposals due to expiry of lease          -                   (36)            -                        (36)
 Modification to lease terms*              (693)               -               -                        (693)
 Currency translation differences          (82)                (13)            (17)                     (111)
 As at June 30, 2022                       1,470               131             158                      1,760

 Net book value
 As at December 31, 2021                   8,111               502             466                      9,079
 As at June 30, 2022                       6,677               497             1,940                    9,114

 

*The Group agreed to shorten the agreed lease terms of two existing leases
from 2032 to 2027. These modifications have resulted in a reduction in the
total amounts payable under the leases and a reduction to both of the
right-of-use assets and lease liabilities with effect from the date of
modification as follows:

 

                       Before revaluation  After revaluation  Revaluation
 Revaluation           US$'000                                US$'000
 Right-of-use assets   1,385               879                (506)
 Lease liabilities     (1,453)             (879)              574
 Impact on net assets  68                  -                  68

 

The impact on net assets was recognized as non-operating income.

Future minimum lease payments associated with these leases were as follows:

                                                    Six months    Year ended

                                                     ended        December 31,

                                                    June 30,      2021

                                                    2022
 Lease liabilities                                  US$'000       US$'000
 Not later than one year                             1,373        1,115
 Later than one year and not later than five years   4,796        3,689
 Later than five years                               3,949        5,525
 Total minimum lease payments                        10,118       10,329
 Less: Future finance charges                        (879)        (1,099)
 Present value of minimum lease payments             9,239        9,230

 

                                          Six months    Year ended

                                           ended        December 31,

                                          June 30,      2021

                                          2022
 Lease liabilities                        US$'000       US$'000
 Current liability                         1,262        1,054
 Non-current liability                     7,977        8,176
 Present value of minimum lease payments   9,239        9,230

 

 

13.   Trade receivables

The majority of trade receivables are current, and the Directors believe these
receivables are collectible. The Directors consistently assess the
collectability of these receivables. As at June 30, 2022, the Directors
considered a portion of these receivables uncollectable and recorded a
provision in the amount of US$1.3 million (June 30, 2021: US$716,000; December
31, 2021: US$1.5 million).

                                     As at        As at

                                     June 30,     December 31,

                                     2022         2021
 Trade receivables                   US$'000      US$'000
 Trade receivables                   22,784       19,523
 Provision for expected credit loss  (1,272)      (1,473)
 Total trade receivables             21,512       18,050

 

14.  Share capital and share options

Movements in the Company's share capital were as follows:

                                                     Number of shares  Share capital  Capital reserve  Totals
                                                     No.               US$'000        US$'000          US$'000
 Balance as of January 1, 2021                       125,891,904       49,559         134,537          184,096
 Issue of shares to acquire Chrisal NV               1,101,928         456            2,526            2,982
 Issue of shares to acquire RAS AG                   1,701,821         710            3,946            4,656
 Issue of shares to acquire Life Materials           1,887,883         798            3,182            3,980
 Balance as at December 31, 2021                     130,583,536       51,523         144,191          195,714
 Issue of shares to vendors of Life Materials (a)    347,552           141            471              612
 Issue of shares as deferred consideration (b)       3,461,615         1,359          2,921            4,280
 Balance as at June 30, 2022                         134,392,703       53,023         147,583          200,606

 

The par value of all shares is £0.30. All shares in issue were allotted,
called up and fully paid.

During the six-month period ended June 30, 2022, the Company made the
following issues of shares:

a)     On February 25, 2022, HeiQ Plc issued 347,552 new ordinary shares
of £0.30 each in the Company. These shares were allotted to the vendors of
Life Material Technologies Limited to satisfy a closing working capital
adjustment in the amount of US$ 612,000 in connection with the Company's
acquisition of Life in June 2021.

b)    On May 12, 2022, HeiQ Plc issued a total of 3,461,615 ordinary shares
as part of the deferred consideration paid pursuant to the acquisitions of RAS
AG, Regensburg, Germany ("RAS AG") and Life Material Technologies Limited
("LIFE").

-     In relation to the acquisition of RAS AG, the Company made a payment
of €2.6 million (approximately US$2.88 million), based on RAS AG's
performance for the year ended December 31, 2021. The deferred consideration
was settled entirely through the issue of 2,743,941 ordinary shares in the
capital of the Company.

-     In relation to the acquisition of LIFE, the Company made a payment
of US$2.8 million, based on LIFE's financial performance for the year ended
December 31, 2021. The deferred consideration was settled equally in cash
(US$1.4 million) and through the issue of 717,674 ordinary shares (US$1.4
million) in the capital of the Company. The share issue satisfied earnout
payments as part of the purchase consideration of US$640,000 as well as
share-based payments made as remuneration of US$764,000 which were not part of
the purchase consideration.

Share-based payment expense

Part of the US$764,000 remuneration mentioned above had previously been
accrued for as deferred consideration in relation to the acquisition of Life
Materials AG (year ended December 31, 2021: US$74,000). An additional expense
of US$71,000 was recognized in the period ended June 30, 2022. The remainder
of approximately US$619,000 is expected to be expensed over the period from
July 1, 2023 to June 30, 2026.

Share Option Scheme

The Company has adopted the HeiQ plc Option Scheme.

Under the Option Scheme, awards may be made only to employees and executive
directors. The Board will administer the Option Scheme with all decisions
relating to awards made to executive directors taken by the Remuneration
Committee.

A total of 6,260,000 awards were made under the Option Scheme pursuant to
re-admission on December 7, 2020. On October 19, 2021, a total of 2,447,658
share options were issued, with service periods covering January 2022 to
December 2024 and an exercise price of £0.903 per share option. On June 15,
2022, a total of 1,472,725 share options were issued, with service periods
covering January 2022 to December 2024 and an exercise price of £1.002 per
share option.

 

398,872 options were forfeited during the period ended June 30, 2022 (December
31, 2021: nil). No options were exercised or lapsed during the period ended
June 30, 2022. Accordingly, as at June 30, 2022 9,781,511 options remained in
place (December 31, 2021: 8,707,658).

The share-based payment expense arising from these share-based payment
transactions recognized in the period ended June 30, 2022 was US$415,000 (year
ended December 31, 2021: US$424,000).

15.   Dividends paid by subsidiary

In June 2022, Chrisal NV declared and paid out a dividend in the amount of
€470,000 (approximately US$496,000) of which 49% or US$243,000 was paid to
minority shareholders.

16.  Other non-current liabilities
                                                         As at        As at

                                                         June 30,     December 31,

                                                         2022         2021
 Other non-current liabilities                           US$'000      US$'000
 Defined benefit obligation IAS 19                       2,293        2,281
 Deferred consideration in relation Chemtex acquisition  -            88
 Other                                                   -            250
 Total other non-current liabilities                     2,293        2,619

 

17.   Borrowings and finance costs

The principal changes in borrowings during the period ended June 30, 2022 were
as follows:

-       a bank loan taken out in May 2022 which incurs interest at
1.05%. It is repayable by April 2023. As at June 30, 2021, €208,515
(US$218,000) is outstanding; and

-       a bank loan taken out in April 2022 which incurs interest at
2.45%. It is repayable by March 2023. As at June 30, 2022, €408,000
(US$427,000) is outstanding.

The following table provides a reconciliation of the Group's future maturities
of its total borrowings for each period presented:

                                               As at        As at

                                               June 30,     December 31,

                                               2022         2021
 Borrowings                                    US$'000      US$'000
 Not later than one year                       1,503        1,004
 Later than one year but less than five years  538          457
 After more than five years                    130          213
 Total borrowings                              2,171        1,674

 

The following table represents the Group's finance costs for each period
presented:

                                                             Six months to  Six months to  Year ended

                                                             June 30,       June 30,       December 31,

                                                             2022           2021           2021
 Finance costs                                               US$'000        US$'000        US$'000
 Amortization of deferred finance costs - acquisition costs  -              71             58
 Lease finance expense                                       95             42             145
 Interest on borrowings                                      42             58             108
 Bank fees                                                   32             31             55
 Loss on foreign currency transactions                       368            80             231
 Total finance costs                                         537            282            597

 

18.  Other current liabilities
                                                             As at        As at

                                                             June 30,     December 31,

                                                             2022         2021
 Other current liabilities                                   US$'000      US$'000
 Deferred consideration in relation to acquisitions          92           5,995
 Deferred consideration in relation to share-based payments  -            74
 Total other current liabilities                             92           6,069

 

As more fully described in Note 14, the Company settled a total of US$5.5
million of deferred consideration relating to the acquisition of RAS AG and
Life Materials by way of cash and share issues. A further US$187,000 in cash
payments related to the Chemtex acquisition in 2017.

The deferred consideration and related financing expense are summarized below:

                                            As at        As at

                                            June 30,     December 31,

                                            2022         2021
 Deferred consideration                     US$'000      US$'000
 Balance brought forward                    6,083        1,116
 Additions from acquisitions                -            5,884
 Amortization of fair value discount        -            58
 Gain on earnout calculation                -            (80)
 Consideration settled in cash              (1,587)      (908)
 Consideration settled through share issue  (4,132)      -
 Foreign exchange revaluation               (272)        13
 Deferred consideration carried forward     92           6,083
 Current liability                          92           5,995
 Non-current liability                      -            88
 Total                                      92           6,083

 

19.  Notes to the statements of cash flows
Net debt reconciliation:
 Six months ended June 30, 2022  Opening balances  New agreements  Modi-fications  Assumed on acquisition of subsidiaries  Cash movements  Foreign exchange differences  Closing balances
                                 US$'000           US$'000         US$'000         US$'000                                 US$'000         US$'000                       US$'000
 Cash and cash equivalents       14,560            -               -               -                                       (4,262)         (810)                         9,488
 Leases                          (9,230)           (1,681)         574             -                                       521             577                           (9,239)
 Borrowings                      (1,674)           (818)           -               -                                       163             158                           (2,171)
 Totals                          3,656             (2,499)         574             -                                       (3,578)         (75)                          (1,922)
 Year ended December 31, 2021    Opening balances  New agreements  Modi-fications  Assumed on acquisition of subsidiaries  Cash movements  Foreign exchange differences  Closing balances
                                 US$'000           US$'000         US$'000         US$'000                                 US$'000         US$'000                       US$'000
 Cash and cash equivalents        25,695           -               -               -                                        (10,525)        (610)                         14,560
 Leases                           (2,652)           (5,829)        -                (1,636)                                 790             97                            (9,230)
 Borrowings                       (1,573)           (472)          -                (579)                                   803             147                           (1,674)
 Totals                           21,470            (6,301)         (6,301)         (2,215)                                 (8,932)         (366)                         3,656

 

Reconciliation of cash movements on business combinations:
 Consideration payment for acquisition of RAS AG           1,400
 Consideration payment for acquisition of Chemtex          187
 Consideration payment for acquisitions of businesses      1,587

 

20.  Contingencies and provisions

The Group is, from time to time, involved in claims and legal proceedings.

As at June 30, 2022, there is a potential claim with regards to a customer
contract in the amount of up to US$ 175,000. As at June 30, 2022, no amounts
had been accrued related to that matter (31 December, 2021: $nil).

As disclosed in the annual report for the year ended 2021, the Group was
contacted by the United States Environmental Protection Agency ("EPA") in
connection with potential alleged violations of the Federal Insecticide,
Fungicide and Rodenticide Act ("FIFRA") pertaining to alleged mislabelling. As
at June 30, 2022, the Company has assessed the claim and made a provision for
US$200,000 (31 December, 2021: $nil).

21.  Related party transactions

In the six months ended June 30, 2022 goods that were in stock as of December
31, 2021 have been sold to a company controlled by a minority shareholder at
cost value. However, the minority shareholder is not considered a related
party to the Group. The value of the transaction amounts to US$900,000.

22.  Material subsequent events

On July 26, 2022 the Company received an additional cash amount of
€2,200,000 (approx. US$ 2,459,000) from Hugo Boss as capital contribution
referred to in Note 4.

On August 9, 2022, the Company issued 164,721 new ordinary shares for a
consideration of £173,000 (approximately US$ 208,000) to satisfy certain
share payments due to the Company's Innovation Advisory Board, as well as for
consultancy and other services provided by third parties.

23.  Ultimate controlling party

As at June 30, 2022, the Company did not have any single identifiable
controlling party.

 

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