REG - Itaconix PLC - Half year results
12/09/2023 07:00
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RNS Number : 0806M Itaconix PLC 12 September 2023
Itaconix plc
("Itaconix" or the "Company")
Half year results for the period ended 30 June 2023
Itaconix (LSE: ITX) (OTCQB: ITXXF), a leading innovator in sustainable
plant-based polymers used to decarbonise everyday consumer products, is
pleased to announce its unaudited interim results for the six months ended 30
June 2023.
A copy of the Interim Report & Accounts is available for download on
Itaconix's website at www.itaconix.com.
John R. Shaw, CEO of Itaconix, commented:
"Recurring and new orders from our expanding customer base generated our fifth
consecutive year of record first- half revenues. With this commercial
progress, we are leveraging our proprietary technology platform to achieve key
milestones towards our goal of becoming a large, profitable specialty
ingredient company.
With higher revenues, higher gross profits, and continued control over
operating expenses, our Adjusted EBITDA(1) improved to the lowest loss in the
last five six-month periods.
With our proprietary technology platform, established production capabilities,
and successful fundraise in February 2023, we have entered a new era of
development with immediate and long-term prospects for expansive growth. Our
current products and customer project pipeline are expected to allow us to
pursue much larger revenues. The Company is on course to deliver full year
2023 results in line with expectations. Importantly, our plant-based solutions
for sustainable consumer needs are also continuing to make a notable
contribution to the development and success of the Low-Carbon Economy."
Financial Highlights
· First half revenues of $4.0 million were 32% higher than the
first half of 2022, 59% higher than the second half of 2022.
· Gross profits were $1.1 million, representing an increase of 49%
over the first half of 2022 and an increase of 56% over the second half of
2022.
· Gross profit margin was 28% compared to 25% for the first half of
2022. Gross profit margin on Performance Ingredients was 34% compared to 29%
for the first half of 2022. This improvement in gross profit margin was due to
selective price increases, stable raw material costs, lower transportation
costs, more favorable USD exchange rates, a more favorable blend of product
and account revenues, and higher volumes.
· Adjusted EBITDA(1) was a loss of $0.4 million, compared to a loss
of $0.6 million for the first half of 2022 and a loss of $0.8 million for the
second half of 2022, including continued investment spending on major new
revenue opportunities.
· In February 2023, the Company completed an equity raise with net
proceeds of $11.5 million for working capital, select capital spending, and
continued investment in new revenue opportunities for the Company's next
chapter of growth.
· Cash and Cash Equivalents as at 30 June 2023 was $10.9 million,
compared to $0.6 million as at 31 December 2022.
Company Milestones:
· Cleaning revenues were $3.7 million for the first half of 2023
compared to $2.7 million in the first half of 2022, reflecting market gains
for non-phosphate detergents using Itaconix® TSI™ 322. Continued growth is
expected in North America and Europe as current customers gain market share,
new customers go into full production with new formulations, and additional
customers emerge in the second half of 2023 from the current pipeline of new
cleaning projects.
· Combined hygiene and beauty revenues were unchanged at $0.4
million for the first half of 2023. Initial successes with new direct
accounts are expected to generate higher revenue growth in the second half of
2023 and into 2024.
· Polymer research and process development on the Company's plant-based
superabsorbents have succeeded in achieving absorption performance that is
closer to the incumbent acrylate superabsorbent polymers. These breakthroughs
are milestones towards the Company's goal of introducing a more competitive
product with broader market appeal in late 2024 or 2025.
· The Company completed its first capital expenditure investment
from the most recent fundraise with the purchase and installation of a new
laboratory reactor for small scale-up production of its BIO*Asterix
plant-based intermediates. Continued development through 2023 is expected to
allow the marketing and sale of research quantities in the first half of 2024.
· Dr. Peter Nieuwenhuizen, who joined as an Independent
Non-Executive Director and Interim Chair in July 2022, was appointed as
Non-Executive Chair in January 2023.
· Paul LeBlanc was appointed as an Independent Non-Executive
Director and Chair of the Audit Committee in January 2023. He brings decades
of financial and operating experience as CFO of Bemis Associates, Inc., a
global manufacturer of specialty films and adhesives for the industrial and
apparel markets.
· Itaconix received the Frost & Sullivan 2022 North American
Enabling Technology Leadership Award in the bio-based polymer industry,
announced in March 2023.
· The Company appointed Canaccord Genuity Limited as Joint Broker in
April 2023.
The Company also announces that its Nominated Adviser and Joint Broker,
finnCap Ltd, has now changed its name to Cavendish Capital Markets Ltd
following completion of its own corporate merger.
(1) Adjusted EBITDA is defined and reconciled to Operating loss in Note 4 of
the Interim Report.
For further information please contact:
Itaconix plc +1 603 775-4400
John R. Shaw / Laura Denner
Belvedere Communications +44 (0) 20 3576 0320
John West / Llew Angus
Cavendish Capital Markets Ltd +44 (0) 20 7220 0500
Nominated Adviser & Joint Broker
Ed Frisby / Abigail Kelly / Milesh Hindocha (Corporate Finance)
Andrew Burdis / Sunila de Silva (ECM)
Canaccord Genuity +44 (0) 20 7523 8000
Joint Broker
Adam James
About Itaconix
Itaconix uses its proprietary plant-based polymer technology platform to
produce and sell specialty ingredients that improve the safety, performance,
and sustainability of consumer products. The Company's current ingredients
are enabling and leading new generations of products in cleaning, hygiene, and
beauty.
www.itaconix.com (http://www.itaconix.com)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Chief Executive's Statement
With record revenues and new funding, Itaconix has entered a new era of
development toward our long-term goal of becoming a large, highly profitable,
capital-efficient specialty ingredient company.
More brands are turning to Itaconix's plant-based ingredients for new
generations of consumer products that are safer and more sustainable without
compromising on performance or cost. We intend to expand our base of recurring
revenues to reach profitability by continuing to grow current accounts and
adding new accounts from our $30 million customer project pipeline.
Our $11.5 million fundraise in February 2023 provides us with the funds needed
to achieve our profitability goal and advance our long-term goal of at least
$100 million in annual revenues. We are focused in the near term on increasing
revenues from our current customers and converting our $30 million customer
project pipeline into new revenues from new customers. We are also initiating
new efforts on higher-volume applications to capture more share of the current
$2.3 billion addressable market for the Itaconix technology platform. As
detailed below, we have begun to use the proceeds of our fundraise to expand
our staffing, to invest in new laboratory equipment, and to accelerate the
introduction of new products and applications within the Company's VELAFRESH®
hygiene and BIO*Asterix® intermediates businesses.
We are applying nature to create a Low-Carbon Economy by using itaconic acid
to produce key ingredients for safer and more sustainable everyday products
with better performance and value. Itaconic acid is a material produced in
nature that can replace synthetic chemistries such as acrylic acid and styrene
when made into a polymer. The Itaconix technology platform currently has 16
families of patents and patent applications that protect processes,
compositions, or uses for polymers of itaconic acid.
We are continuing to research and protect new polymers and new applications
that can expand the current $2.3 billion addressable market for our
ingredients within the $20 billion potential for our technology platform. The
success of our development processes was recognised in March 2023 when
Itaconix announced receipt of the Frost & Sullivan Enabling 2022 North
American Technology Leadership Award in the bio-based polymer industry. Each
year Frost & Sullivan presents these awards to companies that have
developed pioneering technology that not only enhances current products, but
also enables the development of new products and applications. The awards also
recognize the high market acceptance potential of recipients' technologies.
Financial Results
First half revenues of $4.0 million were 32% higher than the first half of
2022 and 59% higher than the second half of 2022. In addition, they are 71% of
the full year revenues for 2022. Revenue growth came from increased demand
from current customers, new recurring orders from new 2022 customers, and
initial orders from new 2023 customers. The Company is in a strong position to
deliver 2023 revenues in line with current expectations and is making major
progress towards building the customer base to meet expectations for revenues
in 2024.
Gross profits were $1.1 million, representing an increase of 49% over the
first half of 2022.
Gross profit margin improved to 28.1% compared to 26.6% for the full year of
2022, which remains below our long-term gross profit margin target of 35%. The
Company succeeded with price increases to pass on higher raw material prices,
experienced some easing in transportation costs, and benefited with more
favorable exchange rates for the US dollar. The Company expects continued
improvements to gross margins in the second half of 2023.
Adjusted EBITDA(1) was a loss of $0.4 million, compared to a loss of $0.6
million for the first half of 2022 and a loss of $0.8 million for the second
half of 2022. As noted above, the Company continues to make judicious
investments in the research and development for new products and applications
that are adding new addressable markets and major new revenue opportunities.
Loss for the period was $0.7 million, compared to a loss of $1.1 million in
the first half of 2022 and a loss of $1.3 million in the second half of 2022.
In February 2023, the Company completed an equity raise with net proceeds of
$11.5 million to fund working capital and support continued growth.
Cash and Cash Equivalents as at 30 June 2023 were $10.9 million, compared to
$0.6 million as at 31 December 2022.
Commercial Progress
The Company is leading the introduction of new generations of products in
major consumer care applications, particularly within the 360 million
households across Europe and North America. As brands and retailers face
increased pressure from consumers to act on climate change, Itaconix's
plant-based ingredients have the functional value to decarbonise everyday
products with performance, safety, cost, and sustainability.
Used as key ingredients in over 150 consumer brands, Itaconix products are
found in cleaning, hygiene, and beauty products in major retailers across
North America and Europe. With new products continuing to emerge from its
technology platform and over $30 million in new revenue potential currently in
its customer project pipeline, the Company expects sustained high growth in
new and recurring orders.
Cleaning
Cleaning revenues were $3.7 million for the first half of 2023 compared to
$2.7 million in the first half of 2022. A new generation of non-phosphate
dishwashing detergents based on the multifunctional value of Itaconix® TSI™
322 is capturing market share in North America and gaining more traction in
Europe. Itaconix® TSI™ 322 is the key ingredient in this new generation of
detergents for managing water hardness and assuring shiny, spotless glasses
and dishes. When formulated correctly into a detergent, our plant-based
polymer provides these detergents with excellent shine performance, lower
overall cost, and industry-leading bio-based content.
The Company offers formulation solutions to transition brands quickly and
effectively to formulations that realise the full functional value of its
proprietary ingredients, including performance testing and reliable supply of
other key ingredients. The Company generated $1.1 million in revenues in the
first half of 2023 from providing these solutions, up from $0.6 million for
the first half of 2022.
The Company currently generates new demand from major detergent producers in
North America and Europe through direct selling efforts and from smaller
detergent customers through an expanding network of distributors.
Hygiene
Hygiene revenues from direct sales of VELAFRESH® products and through Croda
for ZINADOR® products were $0.1 million for the first half of 2023 compared
to $0.2 million in the first half of 2022. Although overall revenues declined,
the Company is encouraged by new traction generated through its selling
efforts, particularly in pet care and household cleaning.
The Company continues to see significant revenue opportunities for its
plant-based superabsorbent. Early commercial work indicated a need for higher
absorption capacity to compete more effectively with current acrylate
incumbents. Polymer research and process development initiated after the
February 2023 fundraise has generated desired performance improvements. These
breakthroughs are expected to allow the Company to introduce a more
competitive product with broader market appeal in late 2024 or 2025.
Beauty
Beauty revenues from direct sales of VELASOFT® products and through Nouryon
for its Amaze® SP product were $0.1 million for the first half of 2023
compared to $0.1 million in the first half of 2022.
The Company is continuing development of new haircare ingredients based on a
new patent filing in April 2022.
BIO*Asterix
BIO*Asterix products did not generate any revenues in the first half of 2023,
similar to the first half of 2022. The Company continues to see large revenue
opportunities for Itaconix products that are sold to specialty chemical
producers to use as intermediates or components in their ingredients. The
Company completed its first major capital investment from the most recent
fundraise with the purchase and installation of a new laboratory reactor for
small scale-up production of its BIO*Asterix plant-based intermediates.
Continued development through 2023 is expected to allow the marketing and sale
of research quantities in the first half of 2024.
Operational Review
We met all customer orders in the first half of 2023 and have the capacity and
capabilities in place to meet expected customer needs through 2023 and into
2024. We are building our finished goods inventories in North America and
Europe to ensure we meet these needs. We are also planning some investment in
production upgrades and modifications to improve process efficiencies and
production rates to meet future customer needs at our current facility.
The cost and delivery times for the raw materials used in our production
processes have stabilized. We expect this stability to transition into some
easing in material and transportation costs over the next six months.
We are selectively expanding our staffing to meet the demands of current and
future revenue development and growth. New hires were made in research and
development, quality control, production, and customer support following the
most recent fundraise. We plan to expand our revenue generating capabilities
by adding marketing and sales staff.
Governance
Dr. Peter Nieuwenhuizen, who joined as an Independent Non-Executive Director
and Interim Chair in July 2022, was appointed as Non-Executive Chair in
January 2023.
Paul LeBlanc was appointed as an Independent Non-Executive Director and Chair
of the Audit Committee in January 2023. He brings decades of financial and
operating experience as CFO of Bemis Associates, Inc., a global manufacturer
of specialty films and adhesives for the industrial and apparel markets.
Effective 22 August 2023, the Company completed the 50:1 share consolidation
approved by shareholders in June 2023.
Current Trading and Outlook
The Company's base of recurring revenues continues to grow and generate record
levels of revenues. With the cash resources in place to support this growth
and introduce further new Itaconix plant-based ingredients, Itaconix is firmly
in a new stage of progress towards reaching its near-term targets and setting
its sights on bigger and broader opportunities for its technology platform.
We are focused on more consumer brands using our current ingredients and on
entering higher-volume applications within our current $2.3 billion
addressable market. Key measures of success for us through 2024 are the number
of new brands we add and the number of new products that we introduce in new
applications.
The Company remains on course to deliver full year 2023 results in line with
expectations.
John R. Shaw
Chief Executive Officer
11 September 2023
Condensed consolidated income statement and statement of comprehensive income
For the six months ended 30 June 2023
Unaudited Unaudited
6 Months to 6 Months to
30 June 2023
30 June 2022
Notes $000 $000
Revenue 5 4,032 3,057
Cost of sales (2,899) (2,296)
Gross profit 1,133 761
Other income 4 - -
Administrative expenses (1,863) (1,701)
Group operating loss (730) (940)
Interest income 48 -
Exceptional expense on movement of contingent consideration 6 - (174)
Loss before tax (682) (1,114)
Taxation expense (12) (6)
Loss for the period (694) (1,120)
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to profit or loss: 439 97
Exchange differences on translated foreign operations
Total comprehensive loss for the period (255) (1,023)
Basic and diluted loss per share (£) 7 (0.00p) (0.20p)
Condensed consolidated statement of financial position
As at 30 June 2023
Unaudited Audited
As at As at
30 June 31 December
2023 2022
Notes $000 $000
Non-current assets
Property, plant and equipment 382 301
Right-of-use asset 252 343
634 644
Current assets
Inventories 1,113 1,119
Trade and other receivables 482 164
Cash and cash equivalents 3 10,922 597
12,517 1,880
Total assets 13,151 2,524
Financed by
Equity shareholders' funds
Equity share capital 8 8,488 5,959
Equity share premium 58,057 47,942
Own shares reserve (5) (5)
Merger reserve 31,343 31,343
Share based payment reserve 752 643
Foreign translation reserve 338 (101)
Retained losses (87,250) (86,556)
Total equity 11,723 (775)
Non-current liabilities
Long-term lease liability 48 119
48 119
Current liabilities
Trade and other payables 1,220 1,866
Contingent consideration 6 - 1,134
Short-term lease liability 160 180
1,380 3,180
Total liabilities 1,428 3,299
Total equity and liabilities 13,151 2,524
Interim condensed consolidated statement of cash flows
For the six months ended 30 June 2023
Unaudited Unaudited
6 Months to 6 Months to
30 June 2023
30 June 2022
$000 $000
Cash flows from operating activities
Operating loss before tax (682) (1,114)
Adjustments for:
Depreciation of property, plant and equipment 88 79
Depreciation of right-of-use asset 101 101
Share based payment charge 109 192
Revaluation of deferred consideration - 59
Gain on foreign exchange 439 97
Taxation (11) (6)
Decrease in inventories 5 317
Increase in receivables (319) (361)
(Decrease) / increase in payables (646) 622
Net cash outflow from operating activities (916) (14)
Cash flows from investing activities
Purchase of property, plant and equipment (168) (36)
Net cash outflow from investing activities (168) (36)
Cash flows from financing activities
Cash received from issuing share of stock, net 11,510 387
Lease payments (57) (72)
Interest expense on lease payments (44) (27)
Net cash inflow from financing activities 11,409 288
Net inflow in cash and cash equivalents 10,325 238
Cash and cash equivalents at beginning of the period 597 683
Cash and cash equivalents at end of the period 10,922 921
Notes to the interim condensed consolidated financial statements
1. General information
These unaudited interim condensed financial statements of Itaconix plc for the
six months ended 30 June 2023 were approved for issue in accordance with a
resolution of the Board on 11 September 2023. Itaconix plc is a public limited
company incorporated in the United Kingdom whose shares are traded on the AIM
Market of the London Stock Exchange.
This half-yearly financial report is also available on the Group's website at
https://itaconix.com/investor/reports-documents/
(https://itaconix.com/investor/reports-documents/) .
2. Accounting policies
These interim consolidated financial statements have been prepared in
accordance with UK adopted International Accounting Standards (collectively
"IFRS"). They do not include all disclosures that would otherwise be required
in a complete set of financial statements and should be read in conjunction
with the 31 December 2022 ('2022') Annual Report. The financial information
for the half years ended 30 June 2023 and 30 June 2022 does not constitute
statutory accounts within the meaning of Section 434 (3) of the Companies Act
2006 and both periods are unaudited.
The annual financial statements of Itaconix Plc ('the Group') are prepared in
accordance with IFRS. The comparative financial information for the year ended
31 December 2022 included within this report does not constitute the full
statutory Annual Report for that period. The statutory Annual Report and
Financial Statements for 2022 have been filed with the Registrar of Companies.
The Independent Auditors' Report on the Annual Report and Financial Statements
for the year ended 31 December 2022 was unqualified and did not contain a
statement under 498(2) - (3) of the Companies Act 2006.
The interim condensed consolidated financial statements are presented in US
dollars and all values are rounded to the nearest thousand ($'000) except when
otherwise indicated. The interim condensed consolidated financial statements
are prepared on the historical cost basis except for contingent consideration
which has been measured at fair value.
The Group has applied the same accounting policies and methods of computation
in its interim consolidated financial statements as in its 31 December 2022
annual financial statements, except for those that relate to new standards and
interpretations effective for the first time for periods beginning on (or
after) 1 January 2022 and will be adopted in the 2022 financial statements.
There are deemed to be no new and amended standards and/or interpretations
that will apply for the first time in the next annual financial statements
that are expected to have a material impact on the Group.
Going concern
This Interim Report has been prepared on the assumption that the business is a
going concern. In reaching their assessment, the Directors have considered a
period extending at least 12 months from the date of approval of this
half-yearly financial report. This assessment has included consideration of
the forecast performance of the business for the foreseeable future and the
cash available to the Group. As such, the Directors have concluded that the
Group continue as a going concern for the foreseeable future. The interim
financial statements do not include the adjustments that would be required if
the Group were unable to continue as a going concern.
Risks and uncertainties
The principal risks and uncertainties facing the Group remain broadly
consistent with the Principal Risks and Uncertainties reported in Itaconix
plc's 31 December 2022 Annual Report.
3. Cash and cash equivalents
Unaudited Audited
As at As at
30 June 31 December
2023 2022
$000 $000
Cash at bank and in hand 10,922 597
10,922 597
4. Reconciliation of Operating Loss to Adjusted EBITDA
The detail below shows the reconciliation of operating loss to earnings before
change in value of contingent consideration, share based payment charge
(non-cash), interest, taxes, depreciation and amortisation (Adjusted EBITDA).
Unaudited Unaudited
6 Months to
6 Months to
30 June 2023
30 June 2022
$000 $000
Loss for the period (694) (1,120)
Revaluation of contingent consideration - 174
Share based payment charge 109 192
Interest Income (48) -
Taxes 12 6
Depreciation and amortisation 189 180
Adjusted EBITDA (432) (568)
5. Segmental analysis
Revenue by business segments:
The Group has two business segments. Performance Ingredients develops,
produces and sells proprietary specialty polymers that are used as functional
ingredients to meet customers' needs in cleaning, beauty and hygiene products.
Formulation Solutions provides technical services and ingredient supplies for
formulated products developed for customers based on Performance Ingredients.
These segments make up the continuing operations. Core Operations include
development expense, general and administrative expense, professional fees,
and governance costs to progress and grow the Groups operations.
Net assets of the Group are attributable solely to Europe and North America.
Six months ended 30 June 2023
Performance Ingredients Formulation Solutions Unaudited
Core 6 months to
Operations 30 June 2023
$000 $000 $000 $000
Revenue
Sale of goods 2,949 1,083 - 4,032
Segment revenue 2,949 1,083 - 4,032
Results
Depreciation and amortization (146) - - (146)
Cost of sales (1,778) (975) - (2,753)
Gross profit 1,025 108 - 1,133
Administrative expense - - (1,864) (1,864)
Interest income - - 48 48
Taxation expense - - (11) (11)
Segment (loss) / gain 1,025 108 (1,827) (694)
Operating assets 1,959 67 11,125 13,151
Operating liabilities (668) (64) (696) (1,428)
Other disclosure:
Capital expenditure* 168 - - 168
Six months ended 30 June 2022
Performance Ingredients Formulation Solutions Unaudited
Core 6 months to
Operations 30 June 2022
$000 $000 $000 $000
Revenue
Sale of goods 2,452 605 - 3,057
Segment revenue 2,452 605 - 3,057
Results
Depreciation and amortization (180) - - (180)
Cost of sales (1,555) (561) - (2,116)
Gross profit 717 44 - 761
Administrative expense - - (1,701) (1,701)
Exceptional expense - - (174) (174)
Taxation expense - - (6) (6)
Segment (loss) / gain 717 44 (1,881) (1,120)
Operating assets 2,618 - 799 3,417
Operating liabilities (1,419) - (618) (2,037)
Other disclosure:
Capital expenditure* 36 - - 36
*Capital expenditure consists of additions of property, plant and equipment,
and intangible assets.
Segmental information
Revenues
Unaudited Unaudited
Six Months to Six Months to
30 June 2023 30 June 2022
$000 $000
Cleaning 3,723 2,691
Hygiene 144 183
Beauty 139 72
Other 26 111
4,032 3,057
Geographical information
Revenues Net assets
Unaudited Unaudited Unaudited Audited
Six Months to Six Months to Six Months to Year to
31 December 2022
30 June 2023 30 June 2022 30 June 2023
$000 $000 $000 $000
Europe 387 192 10,488 (879)
North America 3,645 2,865 1,235 104
4,032 3,057 11,723 (775)
The revenue information above is based on the location of the customer.
6. Contingent consideration
$'000
As at 31 December 2022 (Audited) 1,134
Settlement of contingent consideration (1,134)
As at 30 June 2023 (Unaudited) -
On 8 February 2023, the Company and the Contingent Consideration Payees
entered into a settlement agreement for the contingent consideration with the
issuance of 18,094,582 new ordinary shares.
7. Weighted-average number of ordinary shares
Unaudited Unaudited
6 Months to 6 Months to
30 June 2023 30 June 2022
No No
Weighted average number of ordinary shares for the 640,948 446,018
purposes of basic and diluted loss per share ('000)
8. Share capital
On 8 February 2023, the Company and the Contingent Consideration Payees
entered into a settlement agreement for the contingent consideration with the
issuance of 18,094,582 new ordinary shares.
On 8 February 2023, the Company issued 67,519,000 ordinary shares with a
nominal value of 1p per share for 5.1p per share. The consideration was
received in cash.
On 27 February 2023, the Company issued 138,563,048 ordinary shares with a
nominal value of 1p per share for 5.1p per share. The consideration was
received in cash.
9. Events after the reporting period
Effective 22 August 2023, the Company completed a 50:1 share consolidation.
The resulting number of new shares issued are 13,486,122 with a nominal value
of 50p per share.
10. Cautionary statement
This document contains certain forward-looking statements relating to Itaconix
plc. The Company considers any statements that are not historical facts as
"forward-looking statements". They relate to events and trends that are
subject to risk and uncertainty that may cause actual results and the
financial performance of the Company to differ materially from those contained
in any forward-looking statement. These statements are made by the Directors
in good faith based on information available to them and such statements
should be treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying any such forward-looking
information.
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