REG - Supply @ME Capital - 2021 Interim Results
30/09/2021 07:00
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RNS Number : 5147N Supply @ME Capital PLC 30 September 2021
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30 September 2021
Supply@ME Capital plc
(The "Company" or "SYME")
Interim results for the six months ended 30 June 2021
Supply@ME Capital plc, the fintech business which provides an innovative
Platform for use by manufacturing and trading companies to access Inventory
Monetisation© solutions enabling their businesses to generate cashflow,
announces its results for the half-year ended 30 June 2021.
Highlights
· Post-tax loss of £1.9mn (2020: £2.8mn) as a result of continued
investment in technology, operations and hiring new senior team members.
· Revenue of £271,000 generated from "Captive" inventory
monetisation stream, primarily from due diligence fees charged by Italian
subsidiary. The same revenue trend observed in the prior year is expected
(first half dedicated to preliminary analysis with related outcomes
underpinning revenues in the second part of the year). The revenue guidance in
the RNS of 31 August 2021 is confirmed.
· Captive business origination pipeline valued at £1.5bn, across
126 prospective clients (being the potential value of inventory to be
monetised over the Platform).
· Total Investment Advisory origination pipeline valued at £750mn.
Interim results do not incorporate acquisition of TradeFlow Capital
Management, which completed on 01 July 2021.
Financial Summary
H1 2021 H1 2020
Unaudited Unaudited and restated
Revenue £271,000 -
Gross loss (£131,000) (£238,000)
Loss after tax (£1,889,000) (£2,777,000)
Loss per share (pence) (0.01) (0.01)
Alessandro Zamboni, CEO, Supply@ME Capital Plc, said:
"The first half of 2021 was challenging for the entire world, not least for
Supply@ME. However, despite being in its infancy, the business has remained
steady throughout a global pandemic. We significantly expanded our team -
which now includes some of the foremost talent in banking and inventory
funding - and we have built an unparalleled inventory monetisation platform
that is a genuine alternative to traditional finance.
"While our efforts have not necessarily been borne out in this set of numbers,
we have built a strong pipeline of new business, some of which we expect to
come into play by year-end. We are poised to seize the multitude of
opportunities available to us, including the first monetisation transactions
on our platform, and more. I am very proud of the team for what they have
achieved in the first half of this year and look forward to the exciting times
ahead."
Notes
Supply@ME Capital PLC and its operating subsidiaries (together the "Group")
provide an innovative fintech platform (the "Platform") for use by
manufacturing and trading companies to access inventory trade solutions
enabling their businesses to generate cashflow, via a non-credit approach and
without incurring debt. This is achieved by their existing eligible
inventory being added to the Platform and then monetised via purchase by third
party Inventory Funders. The inventory to be monetised can include warehouse
goods waiting to be sold to end-customers or goods/commodities that are part
of a typical import/export transaction. SYME announced in August 2021 the
launch of the Global Inventory Monetisation Fund ("Fund") which will be
focused on both inventory in transit monetisation and warehouse goods
monetisation. This Fund will be focused on creditworthy companies and not
those in distress or otherwise seeking to monetise illiquid inventories.
Contacts
Alessandro Zamboni, CEO, Supply@ME Capital plc, investors@supplymecapital.com
(mailto:investors@supplymecapital.com)
Paul Vann, Walbrook PR Limited, +44 (0)20 7933 8780; paul.vann@walbrookpr.com
(mailto:paul.vann@walbrookpr.com)
Brian Norris, Cicero/AMO, +44 (0)20 7947 5317 brian.norris@cicero-group.com
(mailto:brian.norris@cicero-group.com)
SUPPLY@ME CAPITAL PLC
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2021
Chief Executive Report
Business model summary
Supply@ME Capital PLC (the "Company" or "SYME") and its operating subsidiaries
(together the "Group") provide an innovative fintech platform (the "Platform")
for use by manufacturing and trading companies to access inventory trade
solutions, enabling their businesses to generate cashflow via a non-credit
approach, without incurring debt. This is achieved by client companies
existing eligible inventory being added to the Platform and then monetised via
purchase by third-party Inventory Funders ("IM Transactions"). The inventory
to be monetised can include warehoused goods waiting to be sold to
end-customers or goods/commodities that are part of a typical import/export
transaction. On 09 August 2021, SYME announced the launch of the Global
Inventory Monetisation Fund ("Fund") which will be focused on both inventory
in transit monetisation and warehoused goods monetisation. This Fund will be
available to creditworthy companies and not those in distress or otherwise
seeking to monetise illiquid inventories.
As outlined in the company's RNS announcement of 31 August 2021, following the
acquisition of TradeFlow Capital Management Pte. Ltd ("TradeFlow") and the
launch of the Fund, the Group is now focused on establishing and growing the
following active, and future, revenue streams:
· Investment Advisory ("IA"): this is the revenue stream currently
being generated by TradeFlow in its capacity as investment advisor to its
well-established funds, as well as its anticipated role as investment advisor
to the Fund going forward.
This stream is expected to generate recurring revenues of approximately 1.25%
of Assets Under Management for which TradeFlow acts as advisor. Additionally,
TradeFlow could receive a further performance incentive fee of up to 15% of
the profits generated by the Fund, based on performance.
· "Captive" inventory monetisation platform servicing ("C.IM"): this
is revenue generated through the use of the Platform to facilitate inventory
monetisation ("IM") transactions performed by the Fund and its Inventory
Funders. This revenue is generated by the Group's Supply@ME operating
subsidiaries, and in the future is expected to be supplemented by Tijara Pte
Ltd, a technology subsidiary company of TradeFlow. Revenue will be earned in
relation to the following activities:
o origination and due diligence (pre-IM); and
o monitoring, controlling and reporting (post-IM).
This stream is expected to generate revenues of approximately 1-3% of the
gross value of the inventories monetised (purchase price plus VAT).
· "White Label" inventory monetisation platform servicing ("WL.IM"):
this is the revenue to be generated through the use of the Platform by third
parties who choose to employ the self-funding model.
This stream is expected to generate recurring software-as-a-service revenues
of approximately 0.5-1.5% of the value of each Inventory Monetisation
transaction (the amount of funding provided).
Inventory funding programme, boosting the IA and C.IM revenue streams
The Group's Platform can be used in conjunction with several funding routes to
facilitate IM Transactions for client companies with eligible inventories.
Following the recent launch of the Fund, the promotion of the inventory
funding activities is managed directly by the Fund and TradeFlow, with the
support of regulated introducers and distributors. As a result of these
activities, the Company announced via RNS on 09 August 2021 that TradeFlow'
funds received an Investment Grade final rating from a leading ratings agency
for its 4-year Senior Note. Leveraging the global investor network of the
Group, the funds have secured investors subscribing for the full, initial $40m
issuance.
In order to support the IM transactions and mitigate the potential funding
concentration risk, the Fund is liaising with over 12 Institutional Investors
and family offices which have demonstrated interest in being the Inventory
Funder for the initial IM Transactions. These initial transactions will
involve inventory warehoused in Italy, as well as in the UK and UK common law
geographies.
With reference to the Fintech Bank initiative (referenced in the RNS of 29
June 2021), on 10 August 2021 decree no.114 of the Italian Ministry of Economy
and Finance of 25 May 2021, was issued. This decree contained Regulations
requiring the registration of non-possessing personal pledges to be kept
exclusively electronically. This regulation, following international market
practices, aims to align the transparency of collateralised inventories to
improve inventory funding transactions, and also strengthen the legal
enforceability of the latter collaterals.
This key regulatory change impacted the current structuring activities of the
Italian IM Transactions, and there is now the opportunity to furhter improve
the security package. As a result, SYME and the Fintech bank are discussing,
together with a leading Italian company which specialises in trade insurance
and financial guarantees, how to create an inventory funding format that is
both scalable and replicable. As a result, it is highly likely that an
extension to the expiry date within the current term sheet will be agreed by
both Parties. At the same time the Captive Bank project is progressing and the
Company will update the market in due course with further developments.
The Shariah compliant version of the Platform is progressing well with its
funding specialist and a dedicated announcement regarding this initiative is
expected shortly.
Self-funding programme, boosting the White Label (WL.IM) revenue streams
During H1 2021, the Group invested in developing the integrated capabilities
to enable it to offer its White Label inventory monetisation platform service.
SYME's operating subsidiaries, both in the UK and in Italy, are in discussions
with potential IM funders and origination partners. An increase in WL.IM
requests from local Italian Banks or banking service providers is also
expected as a result of the Italian decree referred to in the section above.
Client Company origination continues to remain strong
In line with the Company's trading update published on 31 August 2021, the
Company continues to see clear and growing demand for the Group's Platform to
facilitate the inventory monetisation service. As a result of the Fund, the
Company has now been able to extend its client base to cover both warehoused
goods and those subject to import/ export trade transactions.
As stated in the recent trading update, the total IA pipeline was £750m while
the C.IM pipeline was approximately £1.5bn across 126 clients, the majority
of which are based in Europe. The Company recently appointed a new Head of
Origination, Ms Nicola Bonini, whose focus is to help identify and grow the
number of UK client companies interested in using the Group's Platform to
facilitate IM transactions.
The recent trading update defined the C-.IM "pipeline" as client companies for
which due diligence is completed or underway and/ or eligible prospects which
show an interest in the inventory monetisation services and with which the
Group is working in the pre-analysis phase. The monetary value above
represents the potential value of inventory to be monetised by these client
companies rather than the pipeline revenue expected to be earned by the
Group. However, this does provide a good indicator of the level of demand
for the Group's current and future services.
These pipeline numbers does not include any client companies that have been
lost due to either failing to meet eligibility criteria or delays in obtaining
securitisation funding. Some of these lost client companies can be expected
to be re-onboarded once the first inventory monetisation has been completed.
The geographical and sectoral analysis remains in line with the update
published on the 31 August 2021.
Other operational considerations
New geographies: US and Asia-Pacific (APAC)
US: The Group sees a large market for inventory-based transactions in the US
and, as such, has engaged one of its accounting advisors to assess the US GAAP
compliance of the existing IM Transaction structure. In parallel, The Trade
Advisory and Mr. Anthony Brown remain in discussion with potential Inventory
Funders and client companies interested in the inventory monetisation service
in the US.
APAC: Leveraging the support of ARC Group (as per the RNS of 02 September
2021), the Company has commenced discussions for a pilot a IM Transaction in
the region.
Digital workplaces and Platform management
As a result of the acquisition of TradeFlow, the Group now has staff based in
London, Milan and Singapore. The Group's operational teams have been working
closely together since the acquisition to identify synergies between the two
business models. In particular the ICT and digital platform teams are
working closely together on a daily basis to drive improvements to the
Platform by:
· leveraging the existing software modules (including CRM and trading) and
technologies (including cloud environments and artificial intelligence) to
build an integrated digital environment;
· developing a version of the Platform able to be delivered "as a
service", in preparation for potential requests linked to white-label
agreements with Banks; and
· exploring further partnerships/ strategic acquisitions with
technology vendors (in particular, in the space of the Internet of Things and
inventory management optimisation).
In addition, the Company has recently appointed Mr Mark Kavanagh as Group
General Head of Operations and Transformation who will lead on Platform
developments.
Public relations activities
Since June 2020, in addition to Walbrook Financial PR the Company engaged
Cicero/AMO as full-service communications and market research partner.
Cicero/AMO supports with formal financial markets reporting and the wider
marketing and brand development activities of the Group. In this regard, the
Company is preparing a marketing and awareness campaign in the UK to further
promote the use of the Platform to facilitate IM Transactions to potential
client companies, including a digital on-boarding experience for the service
via an application to the Global Inventory Monetisation Fund.
New Chairman appointment
In July the Company engaged Nurole Ltd in respect of the recruitment of a new
Chair. The process is in its final stages and the Board expects to update
the market by the end of October.
Future prospects
Recent developments in the inventory trade solutions space, including new
entrants; discussions around the trade finance eco-system; and the sector's
digitalisation priorities, will support the growth of interest in the Group's
unique service offering. The Group's progress will reinforce inventory as a
viable asset class and the Board is confident it will attract funding form
multiple investment structures.
In addition, we are expecting further growth within inventory management
industry. Supply chain disruption wrought by the Covid-19 pandemic, which
has intensified during this interim reporting period, has increasingly seen
CFOs and other responsible members of senior management proactively to reshape
their supply chain policies. For the first time in two decades companies are
moving away from the "just in time" to the "just in case" model of stocking
goods. Technology to cater to these needs, such as optimisation software and
RFID technologies, are in growing demand.
The above landscape provides the Group with many opportunities and supports
the assumptions underpinning the revenue guidance published by the Company in
the last trading update RNS on 31 August 2021.
Finally, the Group expects to continue its positive progress in the coming
months on key initiatives underway, a number of which have not been included
in the Trading Update announced on 31 August, including the Shariah funding
stream.
Financial performance
The Group's main focus during the six-month period to 30 June 2021 has been on
the activities described throughout this report. Now, the Group is in a
strong position to move forward with each of the revenue streams outlined.
Reaching this point has required significant investment in the Group's
resources and infrastructure. Therefore the Group recorded both a gross loss
of £131,000 and an overall loss after tax of £1,889,000 for the current
period, down from a gross loss of £238,000 and an overall loss after tax of
£2,777,000 during the comparative period in 2020.
As the completion of the TradeFlow acquisition took place on 01 July 2021, the
results presented in these unaudited condensed consolidated interim financial
statements for the six-month period ended 30 June 2021 do not include the
results of TradeFlow. TradeFlow's results will be consolidated by the Group
from the date of acquisition.
The Group's revenue for the six-month period ended 30 June 2021 of £271,000
was generated from the C.IM revenue stream, as described, and relates to due
diligence fees charged to client companies by the Group's Italian operating
subsidiary. In line with IFRS 15 the Group recognised these revenues when
the due diligence services have been delivered and the Group's performance
obligation has been satisfied. Of this revenue recognised in H1 2021,
£182,000 (67%) relate to balances that had been recognised as deferred income
as at 31 December 2020.
Management expects the same revenue trend to occur in 2021 as was observed in
the prior year. This trend saw the first half of the year dedicated to
managing the preliminary analysis of client companies and the outcome of this
analysis is expected to generate C.IM revenues in the second part of the year,
in line with our Trading Update issued on 31 August 2021.
The revenue for the comparative six-month period ended 30 June 2020 has been
restated in line with IAS 8 (Accounting Policies, Changes in Accounting
Estimates and Errors) to ensure the Group's revenue recognition accounting
policies have been applied consistently and correctly over the two six-month
periods presented, and are in line with those applied in the 2020 Audited
Annual Financial Statements. As a result, the revenue for the comparative
six-month period ended 30 June 2020 has been restated from £368,000 to nil.
During the preparation of the interim financial statements for the six-month
period ended 30 June 2020, revenue had been recognised when the due diligence
services had been delivered by the Group. However, on closer analysis of the
Group's older contracts (those which had been agreed pre-June 2020), it was
determined that these agreements identified the performance obligation as the
use of the Group's Platform for the first time by the client company in order
to facilitate an inventory monetisation transaction. In addition, the amounts
paid by client companies before 30 June 2020 were refundable under certain
circumstances and up to the point when the Platform was able to be used for
the first time by the client companies. As this performance obligation has
not yet been satisfied by the Group, the amounts received did not meet the
revenue recognition criteria in IFRS 15 and as such these amounts were removed
from revenue and instead recognised as deferred income on the balance sheet as
at 30 June 2020. There was also a corresponding opening balance sheet
adjustment as at 01 January 2020 that needed to be made.
Further details on the prior period restatements can be found in Note 20 to
the unaudited interim financial statements.
As announced on 16 June 2021, the Company entered into a subscription
agreement with Negma Group Limited for an initial tranche of Convertible Loan
Notes with a par value of £5,600,000 and for which the Group received
£5,000,000 in cash. The interest expense recognised in relation to these
Convertible Loan Notes in the six-month period ended 30 June 2021 was
£190,000. As at 30 June 2021, the full amount of these Convertible Loan
Notes remains outstanding. Further details are set out in Note 4 to the
interim financial statements.
As at 30 June 2021, the Group had recognised deferred income on its balance
sheet of £397,000 (31 December 2020: £1,131,000). £182,000 of revenue
recognised in the six-month period ended 30 June 2021 had previously been
recognised as deferred income as at 31 December 2020.
The remaining decrease in the deferred income as at 30 June 2021 relates to a
reclassification of such amounts to "other payables" on the balance sheet.
This is due to a change in management assessment, based on the current
information available, that completion of the underlying performance
obligation by the Group is no longer probable. In particular, some of these
amounts have been requested to be refunded by the client companies during the
six-month period ended 30 June 2021. The majority of these refunds were due
for repayment as at 30 June 2021 and therefore have been reclassified to
"other payables". Management are confident that some of these client
companies will return following the first inventory monetisation transactions
being executed on the Platform.
During the six-month period ended 30 June 2021, the Group continued to invest
in product development to enhance the operation of the Platform and to ensure
compliance with legal, regulatory and accounting requirements. These costs
have continued to be capitalised as intangible assets, with additions in the
six-month period ended 30 June 2021 of £529,000. This compares to £459,000
in the six-month period ended 30 June 2020.
Directors' Responsibility Statement
The Directors are responsible for preparing the interim financial statements
in accordance with applicable law and regulations. A list of current directors
is maintained on the Group's website: https://www.supplymecapital.com.
The Directors confirm that, to the best of their knowledge, the interim
financial statements have been prepared in accordance with IAS 34 as adopted
by the European Union, and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company, or the
undertakings included in the consolidation as a whole as required by DTR 4.2.4
R.
The Directors further confirm that the interim financial statements include a
fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
In accordance with the FSA's Disclosure and Transparency Rule 4.2.9(2), the
Directors confirm that these interim condensed consolidated financial
statements have not been audited or reviewed by auditors pursuant to the
Auditing Practices Board guidance on Review of Interim Financial Information.
The Directors have shared all the relevant working papers with their advisers.
By Order of the Board
Alessandro Zamboni
Chief Executive Officer
SUPPLY@ME CAPITAL PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2021
6 months to 6 months to
30 June 2021 30 June 2020
as restated Unaudited
Unaudited
Notes £ '000 £ '000
Revenue 5 271 -
Cost of sales (402) (238)
Gross loss (131) (238)
Administrative expenses (1,370) (1,229)
Exceptional costs 6 - (1,369)
Operating loss (1,501) (2,836)
Finance costs (192) -
Loss before tax (1,693) (2,836)
Taxation 7 (196) 59
Loss for the period (1,889) (2,777)
Other comprehensive income
Foreign operations FX translation (21) (18)
Total comprehensive profit / (loss) for the period (1,910) (2,795)
Loss per share (pence) 9 (0.01) (0.01)
The above condensed consolidated statement of comprehensive income should be
read in conjunction with the accompanying notes.
SUPPLY@ME CAPITAL PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
30 June 2021 31 December 2020
Unaudited Audited
Notes £ '000 £ '000
Non-current assets
Intangible assets 10 1,532 1,236
Tangible assets 5 2
Deferred tax asset 209 422
Total non-current assets 1,746 1,660
Current assets
Trade and other receivables 11 629 1,113
Cash and cash equivalents 4,201 552
Total current assets 4,830 1,665
Total assets 6,576 3,325
Current liabilities
Trade and other payables 12 3,303 3,395
Derivative financial instruments 24 24
Convertible loan notes 13 5,190 -
Total current liabilities 8,517 3,419
Net current assets/(liabilities) (3,687) (1,754)
Non-current liabilities
Provisions 14 344 358
Total non-current liabilities 344 358
Net liabilities (2,285) (452)
Equity attributable to owners of the parent
Share capital 15 5,420 5,420
Share premium 11,820 11,820
Other reserves (13,992) (13,986)
Retained losses (5,533) (3,706)
Total equity (2,285) (452)
The above condensed consolidated statement of financial position should be
read in conjunction with the accompanying notes.
SUPPLY@ME CAPITAL PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2020
Share capital Share premium Other reserves Merger relief reserve Reverse takeover reserve Foreign currency reserves Retained earnings Total
as restated as restated as restated as restated as restated as restated as restated as restated
£ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000
B/f as at 1 January 2020 148 - - - - 3 (708) (557)
FX translation - - - - - - (43) (43)
B/f as at 1 January 2020 post FX translation 148 - - - - 3 (751) (600)
Loss for the 6 months - - - - - - (2,777) (2,777)
FX translation differences - - - - - (18) - (18)
Total comprehensive profit for the year - - - - - (18) (2,777) (2,795)
Transfer to reverse takeover reserve (148) - - - 148 - - -
Recognition of Plc equity at acquisition 4,767 9,597 - - (13,505) - - 859
Reverse takeover of Supply@ME S.r.l. 646 - - 223,832 (224,478) - - -
Issue of shares for cash 7 2,234 - - - - - 2,241
Cost of share issues - (11) - - - - - (11)
Legal reserve movement - - 12 - - - - 12
C/f as at 30 June 2020 5,420 11,820 12 223,832 (237,835) (15) (3,528) (294)
The above condensed consolidated statement of changes in equity should be read
in conjunction with the accompany notes.
SUPPLY@ME CAPITAL PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2021
Share capital Share premium Other reserves Merger relief reserve Reverse takeover reserve Foreign currency reserves Retained earnings Total
£ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000 £ '000
B/f as at 1 January 2021 5,420 11,820 4 223,832 (237,835) 13 (3,706) (452)
FX translation - - - - - - 62 62
B/f as at 1 January 2021 post FX translation 5,420 11,820 4 223,832 (237,835) 13 (3,644) (390)
Loss for the 6 months - - - - - - (1,889) (1,889)
FX translation differences - - - - - (21) - (21)
Total comprehensive profit for the year - - - - - (21) (1,889) (1,910)
Legal reserve movement - - 15 - - - - 15
C/f as at 30 June 2021 5,420 11,820 19 223,832 (237,835) (8) (5,533) (2,285)
The above condensed consolidated statement of changes in equity should be read
in conjunction with the accompany notes.
SUPPLY@ME CAPITAL PLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2021
6 months to 6 months to
30 June 2021 30 June 2020
Unaudited Unaudited
as restated
£ '000 £ '000
Cash flows from operating activities
Loss before income tax (1,693) (2,836)
FX translation of foreign entities (1) (3)
Amortisation and depreciation 179 99
Deemed cost of listing - 1,369
Increase in provisions 3 87
Decrease / (increase) in trade receivables 526 -
Increase / (decrease) in trade payables 116 357
Other decreases / (increases) in net working capital (139) (318)
Cash flows from operations (1,009) (1,245)
Convertible loan notes interest expense 190 -
Income taxes paid - -
Net cash flows from operating activities (819) (1,245)
Cash flows from investing activities
Cash from Abal plc - 91
Purchase of tangible assets (3) (2)
Purchase of intangible assets (529) (459)
Cash flows from investing activities (532) (370)
Cash flows from financing activities
Convertible loan notes 5,000 -
Proceeds from other loan facilities - 125
Net proceeds from issue of shares - 2,230
Cash flows from financing activities 5,000 2,355
Net movement in cash and cash equivalents 3,649 740
Cash and cash equivalents as at 1 January 552 152
Cash and cash equivalents as at 30 June 4,201 892
The above unaudited condensed consolidated statement of cash flows should be
read in conjunction with the accompanying notes.
SUPPLY@ME CAPITAL PLC
NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
FOR THE 6 MONTH PERIOD ENDED 30 JUNE 2021
1. Company information
Supply@ME Capital plc is a public limited liability company incorporated in
England and Wales. The address of its registered office 27/28 Eastcastle
Street, London, W1W 8DH, United Kingdom. Supply@ME Capital's shares are listed
on the London Stock Exchange.
The unaudited Interim Financial Statements have been approved for issue by the
Board of Directors on 29 September 2021.
2. Basis of preparation
Accounting convention
This unaudited interim financial report for the half-year reporting period
ended 30 June 2021 has been prepared in accordance with Accounting Standard
IAS 34 Interim Financial Reporting.
The interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the year ended 31 December 2020 and
any public announcements made by Supply@ME Capital Plc during the interim
reporting period.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period, with the exception
of the restatements that have been made to the corresponding interim reporting
period (refer to Notes 20 for further details) and the estimation of income
tax (refer to note 7 for further details).
New and amended standards adopted by the group
A number of new or amended standards became applicable for the current
reporting period. The group did not have to change its accounting policies or
make retrospective adjustments as a result of adopting any new or amended
standards in the current interim reporting period.
3. Going Concern
At the 30 June 2021 the Group had cash balances of £4,201,000 (31 December
2020: £552,000) and net current liabilities of £3,687,000 (31 December 2020:
net current liabilities £1,754,000). The Group has posted a loss for the
six-month period after tax of £1,889,000 (2019: loss £2,777,000) and
retained losses were £5,533,000 (31 December 2020: losses £3,706,000).
The current liabilities as at 30 June 2021 of £8,517,000 included £5,190,000
relating to the outstanding balance of Convertible Loan Notes which the Group
issued on 16 June 2021. As outlined in the Note 16 ("events occurring after
the reporting period") £3,584,000 of this balance has converted into new
ordinary shares in the Company at the request of the Convertible Loan Note
holder following the period end date, but prior to the issue of these interim
accounts. The remaining £2,016,000 is expected to be repaid in cash
following the issue of these interim financial statements as a result of the
new funding facility announced by the Company on 29 September 2021. In
addition to the above, £397,000 included within current liabilities is in
relation to deferred income held on the balance sheet as at 30 June 2021 and a
further £411,000 relates to refundable client deposits which are expected to
be returned to the customers following 30 June 2021.
On 1 July 2021 the Company completed the acquisition of the entire share
capital of TradeFlow Capital Management Pte. Limited ("TradeFlow") by way of
cash and share consideration. As such from this date TradeFlow became a
fully owned subsidiary of the Company and will form part of the Group's
consolidated financial performance and position going forward. TradeFlow is
an established business which is expected to contribute positive revenue
streams to the Group going forward.
Taking into account the factors above and in order to consider their
assessment of the Group as a going concern, the Directors have reviewed the
forecast cashflows for the next 12 months. The cashflow forecasts take into
account that the Group meets its day to day working capital requirement
through its cash resources and are based on the enlarged group, including
TradeFlow. The Directors have prepared the forecast using their best
estimates, information and judgement at this time including the new funding
facility that has been secured by the Company which was announced on 29
September 2021 and expected cashflows arising from TradeFlow's investment
advisory services ("IA" revenue stream) as well as from the use of the Group's
innovative Platform to facilitate inventory monetisation transactions ("C.IM"
revenue stream). This reflects the fact that the Directors expect the Group
to fully operationalise the business model in the near future.
Despite the facts outlined above, there is currently an absence of a
historical track record relating to inventory monetisation transactions being
facilitated by the Group's Platform, the Group generating the full range of
fees from the use of its Platform and the Group being cash flow positive. As
such the Directors have prudently identified uncertainty in the cash flow
model. This uncertainty arises with respect to both the future timing and
growth rates of the forecast cashflows arising from the Group's multiple
revenue streams referred to above. In this regard, if these future revenues
are not secured as the Directors envisage, it is possible that the Group will
have a shortfall in cash and require additional funding during the forecast
period. On the basis of the above, the Directors believe there is a material
uncertainty in relation to its going concern status.
The Directors do however remain confident in the business model and believe
the Group could be managed in a way to allow it to meet its ongoing
commitments and obligations through mitigating actions including cost saving
measures and securing alternative sources of funding should this be
required. As such the Directors consider it appropriate to prepare these
interim financial statements on a going concern basis and have not included
the adjustments that would result if the Company and Group were unable to
continue as a going concern.
4. Significant changes in the current reporting period
On 16 June 2021, the group entered a subscription agreement with Negma Group
Ltd for the issue of an initial tranche of £5,600,000 of convertible loan
notes. As at 30 June 2021, the group has received cash of £5,000,000.
The difference between the par value of the convertible loan notes and the
cash received is the effective interest charged in relation to these
instruments. The total interest of £600,000 has being accrued by management
using their best estimate as to the dates at which Negma Group Ltd would
require the Company to convert the loan notes into ordinary shares. As at 30
June 2021, the Group had recognised an interest cost of £190,000 in relation
to the convertible loan notes, with the remaining interest charge expected to
be recognised before the end the financial year.
Note 16 ("Events occurring after the reporting period") contains details of
the convertible loan note conversion to ordinary shares in the period between
30 June 2021 and the date at which these interim financial statements have
been issued. These are also summarised below:
· On 6 July 2021 the Company made an application for admission to
trading of 164,705,882 New Ordinary Shares as conversion of £560,000 (10%) of
the convertible loan notes.
· On 28 July 2021 the Company made an application for admission to
trading of 315,000,000 New Ordinary Shares as conversion of £1,008,000 (18%)
of the convertible loan notes.
· On 2 September 2021 the Company made an application for admission
to trading of 840,000,000 New Ordinary Shares as conversion of £2,016,000
(36%) of the convertible loan notes.
5. Revenue and operating segments
For the current six-month period there is one continuing class of business,
being the investment in the financial technological sector. Given that there
is only one continuing class of business, operating within Italy no further
segmental information has been provided.
6. Exceptional costs
6 months to 6 months to
30 June 2021 30 June 2020
£ '000 £ '000
Deemed cost of listing - 1,369
The prior year exceptional cost relates to the reverse acquisition of
Supply@ME S.r.l. and has been accounted for under IFRS 2 Share Based
Payments. Under IFRS 2, the deemed cost of obtaining the listing was
expensed to profit and loss.
7. Taxation
Income tax expense for the period to 30 June 2021 primarily represents the
movement in the deferred tax assets during the six-month period ended 30 June
2021. The deferred tax asset movement largely relates to the decrease in
deferred income which has been described in Note 12 ("Trade and other
payables"). As this movement resulted from amounts being recognised as
revenue in the current interim period, or amounts no longer expected to be
recognised as revenue in the future, the deferred tax asset has been adjusted
and the balance as at 30 June 2021 is £209,000 compared to £422,000 as at 31
December 2020.
To date any accumulated tax losses resulting from net losses in the
consolidated financial statement have not been recognised in the balance sheet
given the Group does not have a track record of generating profits against
which these accumulated losses could be offset.
8. Dividends
During the half-year to 30 June 2021 the Group did not pay a dividend (2020:
no dividend).
The Directors do not foresee a dividend being payable in the next financial
year as the Group will be concentrating on growing its market share and
enhancing its technology and capabilities.
9. Earnings per share
The calculation of the Basic earnings per share (EPS) is based on the loss
attributable to equity holders of the parent for the period of £1,910,000
(2020: loss of £2,795,000 divided by the weighted average number of ordinary
shares in issue of 32,754,944,590 (2020: 21,389,239,785). The basic EPS from
continuing operations is (0.01) pence (2020: (0.01)).
10. Intangible assets
Capitalised internally developed platform costs
£'000
Cost
At 1 January 2020 606
Additions 459
At 30 June 2020 1,065
Additions 568
At 31 December 2020 1,633
Foreign exchange translation (75)
At 1 January 2021 1,558
Additions 529
At 30 June 2021 2,087
Accumulated amortisation
At 1 January 2020 194
Amortisation charge 99
At 30 June 2020 293
Amortisation charge 104
At 31 December 2020 397
Foreign exchange translation (18)
At 1 January 2021 379
Amortisation charge 176
At 30 June 2021 555
Carrying amount
At 30 June 2021 1,532
At 31 December 2020 1,236
At 30 June 2020 772
11. Trade and other receivables
30 June 2021 31 December 2020
£ '000 £ '000
Trade receivables 4 489
Other receivables 403 601
Prepayments 222 23
629 1,113
12. Trade and other payables
30 June 2021 31 December 2020
£ '000 £ '000
Banks loans and overdrafts 22 22
Trade payables 1,134 1,062
Other payables 851 271
Social security and other taxes 755 792
Accruals and deferred income 541 1,248
3,303 3,395
Included within accruals and deferred income as at 30 June 2021 is deferred
income of £397,000 (31 December 2020: £1,131,000). The decreased in
deferred income over the current interim period is a result of:
· £182,000 being recognised as revenue in the six-month period
ended 30 June 2021 in line with the due diligence performance obligations
having been satisfied during this time; and
· A number of refunds having been requested from client companies
during the six-month period ended 30 June 2021 in connection with the Group's
older contracts that allowed for this. The majority of these refunds were
due for repayment as at 30 June 2021 and were recorded within other payables
on the balance sheet. Management are confident that some of these client
companies are likely to return following the first inventory monetisation
transactions being executed on the Platform.
13. Convertible loan notes
30 June 2021 31 December 2020
£ '000 £ '000
Convertible loan notes 5,190 -
As set out in note 4 ("Significant changes in the current reporting period")
on 16 June 2021, the Group issued £5,600,000 of convertible loan notes at an
effective interest rate of 12%. As at 30 June 2021, the Group has received
£5,000,000 in cash and recognised accrued income of £190,000, based on the
expected rate of conversion. Further details are disclosed in note 4.
14. Provisions
Post-employment benefits Provision for risks and charges Provision for VAT and penalties Total
£'000 £'000 £'000 £'000
Carrying amount at 31 December 2020 32 40 286 358
FX translation (1) (2) (14) (17)
Carrying amount at 1 January 2021 31 38 272 341
Released to profit and loss - - - -
Provided for in the half-year 3 - - 3
Carrying amount at 30 June 2021 34 38 272 344
15. Share capital
Allotted, called up and fully paid shares
30 June 2021 31 December 2020
No. £ '000 No. £ '000
Ordinary shares of £0.00002 each 32,754,944,590 655 32,754,944,590 655
Deferred shares of £0.04 each 63,084,290 2,523 63,084,290 2,523
2018 deferred shares of £0.009998 each 224,193,710 2,242 224,193,710 2,242
Total 33,042,222,590 5,420 33,042,222,590 5,420
16. Events occurring after the reporting period
On 1 July 2021, the Group completed the acquisition of the entire issued share
capital of TradeFlow Capital Management Pte. Ltd ("TradeFlow"). TradeFlow is
a leading Singapore-based FinTech-powered commodities trade enabler focused on
SMEs. TradeFlow was valued at approximately £31 million by an independent
valuation company. The Parties agreed that the transaction price will be
settled in cash (through an initial payment of £4,000,000) and the issue of
813 million New Ordinary shares, which were admitted to trading on 7 July
2021. The impact of the business combination will be accounted for in line
with IFRS 3 (Business Combinations) as part of the Group's consolidated
financial statements for the year ended 31 December 2021.
On 6 July 2021, the Group has made an application for admission to trading of
1,477,705,882 New Ordinary Shares, which were then admitted to trading on 7
July 2021. 813 million of these New Ordinary Shares were issued as
consideration to the TradeFlow sellers (as detailed above). The remaining New
Ordinary Shares were issued for the following purposes:
· 500 million New Ordinary Shares as consideration to
intermediaries and introducers which support the deal;
· 164,705,882 New Ordinary Shares as conversion of £560,000 (10%)
of the convertible loan notes issued and subscribed by Negma Group.
On 22 July 2021, Dominic White, the previous Non-Executive Chairman, informed
the Board of his decision to step down as a Director of the Company in order
to focus on his other business interests.
On the same date, the Company announced the appointment of Mr David Bull to
the Board as a Non-Executive Director with responsibility for the Audit
Committee.
On 28 July 2021, the Group has made an application to the London Stock
Exchange for admission to trading of 315,000,000 New Ordinary Shares as a
result of the conversion £1,008,0000 (18%) of the convertible loan notes
issued and subscribed by Negma Group. These shares were admitted to trading
on 29 July 2021.
On 30 July 2021, the Group held the 2020 AGM during which Tom James and John
Collis were appointed to the Board as new Executive Directors with
responsibility for leading the TradeFlow business.
On 9 August 2021, the Group announced that it has agreed with Apex Group to
launch a comprehensive inventory monetisation fund, comprising four components
("the funds"):
· two funds focussed on "inventory in-transit" monetisation
(import/export transactions), advised by TradeFlow.
· two new funds, focussed on "warehoused goods monetisation". These
funds will also be advised by TradeFlow and will be focused on UK, UK Common
law (including MENA region) and Italian monetisation transactions.
In addition, TradeFlow Capital funds received an Investment Grade final rating
from a leading ratings agency for its 4-year Senior Note. Leveraging the
global investor network of the Group, the funds have already secured investors
subscribing for the full, initial $40m issuance.
On 2 September 2021, the Company announced the signing of a term sheet for a
short-term loan facility and made a further application for admission to
trading of 840,000,000 New Ordinary Shares as a result of the conversion
£2,016,0000 (36%) of the convertible loan notes issued and subscribed by
Negma Group to be allotted to Negma Group. These shares were admitted to
trading on 3 September 2021.
On 29 September 2021, the Company announced the finalisation of its new
funding facility with Mercator Capital Management Fund LP ("Mercator") and its
intention to repay the remaining outstanding balance of the £2,016,000 with
Negma Group as cash using the proceeds of the new funding facility.
The new funding facility consisted of a short-term loan with the following key
terms:
· Initial draw down of £5 million, with a further £2 million
available within 60 days subject to certain conditions precedent;
· 12 month term, with an interest rate of 10%; and
· Warrants will be issued representing 20% of both tranches. The
warrants will have a term of 3 years from issue and an exercise price of 130%
of the lowest closing VWAP over the ten trading days immediately preceding the
issue of the warrants.
The short-term loan note facility will be linked to a Convertible Loan Note
facility (CLN), which can be used should SYME elect not to repay any of the
interest or principal relating to the short-term loan notes in cash (for
example, if the Company decides to preserve cash for working capital
requirements or to facilitate further new strategic initiatives). The CLN
facility is for the same aggregate value as the short-term loan facility
including interest (£7.7 million) and can be drawn in tranches equal to the
monthly loan repayments. The CLN contains the following key terms:
· Issued at par value;
· 12 month term with a conversion price of 85% of the lowest 10 day
closing VWAP prior to the issue of the conversion notice. Mercator can
convert CLNs on request once issued. The Company can elect to repay in cash
any CLNs which are not subject to any conversion requests at 105% of the
outstanding nominal value;
· Any CLNs outstanding on the first anniversary of issue will
automatically convert into Ordinary Shares; and
· Warrants will be issued for 20% of each tranche. The warrants will
have a term of 3 years from issue and an exercise price of 130% of the lowest
closing VWAP over the ten trading days immediately preceding the request to
issue a new tranche.
The Company has given Mercator customary warranties in respect of certain
commercial matters. The Company has also agreed not to undertake certain
matters without the Investor's consent (not to be unreasonably withheld,
delayed or conditioned), including undertaking further indebtedness, charging
its assets and issuing shares (subject to certain exemptions, including share
issues to employees, directors and their related parties).
17. Related party transactions
During the six-month period to 30 June 2021, the following are treated as
related parties:
Alessandro Zamboni
Alessandro Zamboni is the Sole Director of The AvantGarde Group S.p.A as well
as holding numerous directorships across companies (including AZ company S.r.l
- a private limited company) that are related parties.
Following historical transactions with AZ company S.r.l the Group has an
amount payable of £63,000 to this related party.
The AvantGarde Group S.p.A
The AvantGarde Group currently holds 36.0% the shares in Supply@ME Capital plc
(as at 30 June 2021: 38.9%).
As announced in the RNS issued on 24 December 2020, 1AF2 S.r.l. and the
AvantGarde Group S.p.A (TAG) previously merged together. Alessandro Zamboni
was also a Director of 1AF2 S.r.l. During the six-month period ended 30 June
2021, £167,000 of the Group's revenue related to client companies originated
by TAG (previously 1AF2 S.r.l) and for which the Group charged due diligence
fees to TAG. This revenue was recognised in line with the Group's revenue
recognition policy.
The TAG Group includes RegTech Open Project S.p.A, regulatory technology
company focussed on the development of an integrated risk management platform
for Banks, Insurance Companies and Large Corporations.
Following the reverse takeover in March 2020, the Company entered into a
Master Service Agreement with TAG in respect of certain shared service to be
provided to the Group. During the current six-month period, the Group paid
£50,000 to TAG in respect of this agreement.
Following the above and historical transactions with TAG and its subsidiaries
the Group has an amount payable of £273,000.
Trumar Capital LLC
The beneficial owner of Trumar Capital LLC is Dominic White, the previous
Non-Executive Chairman of SYME.
Eight Capital Partners Plc
Dominic White, the previous Non-Executive Chairman, is a director of Eight
Capital Partners PLC. Trumar Capital owns 29.9% of Eight Capital Partners
Plc. Following the reverse takeover in March 2020, the Company entered into
a Master Service Agreement with Eight Capital Partners Plc in respect of
certain shared service to be provided to the Group. During the current
six-month period, the Group paid £36,000 to Eight Capital Partners Plc in
respect of this agreement. There are no balances outstanding as at 30 June
2021.
Dominic White
Dominic White holds directorships across these companies that are therefore
related parties (Truman Capital LLC, iWEP Ltd, iWolf Ltd, White Amba
Investments LLP and Eight Capital Partners Plc).
18. Financial instruments
Financial assets at amortised cost
Carrying value Fair value
30 June 2021 31 December 2020 30 June 2021 31 December 2020
£'000 £'000 £'000 £'000
Cash and cash equivalents 4,201 552 4,201 552
Trade receivables 4 489 4 489
Other receivables 403 601 403 601
4,608 1,642 4,608 1,642
Valuation methods and assumptions:
The directors believe that the fair value of all financial assets at amortised
cost approximate to their carrying values.
Financial liabilities at amortised cost
Carrying value Fair value
30 June 2021 31 December 2020 30 June 2021 31 December 2020
£'000 £'000 £'000 £'000
Bank loans and overdrafts 22 22 22 22
Trade payables 1,134 1,062 1,134 1,062
Other payables 854 271 854 271
Convertible loan notes 5,190 - 5,190 -
7,200 1,355 7,200 1,355
Valuation methods and assumptions:
The directors believe that the fair value of all financial liabilities at
amortised cost approximate to their carrying values.
Financial liabilities at fair value through profit and loss
Fair value
30 June 2021 31 December 2020
£'000 £'000
Derivative financial instruments 24 24
24 24
Valuation methods and assumptions:
Further information relating to the valuation of the derivative financial
instruments is available in note 22 of the annual financial statements for the
year ended 31 December 2020.
19. Financial risk management
Note 22 to the annual financial statements for the year ended 31 December 2020
include the Group's objectives, policies and processes for managing its
capital; its financial risk management objectives; details of its financial
instruments and its exposure to interest rate risk, credit risk, foreign
exchange risk and liquidity risk.
20. Prior period adjustment in respect of the six-month period to 30 June
2020
Changes to the income statement
Notes As previously reported Adjustment As restated
£'000 £'000 £'000
Revenue (i) 368 (368) -
Cost of sales (ii) - (238) (238)
Administrative expenses (ii) (1,112) (117) (1,229)
Exceptional costs (1,369) - (1,369)
Taxation (i)(ii) (29) 88 59
Loss for the year (2,142) (635) (2,777)
Loss per share (pence) (0.01) - (0.01)
Changes to the statement of changes in equity
Notes As previously reported Adjustment As restated
£'000 £'000 £'000
Share capital 5,420 - 5,420
Share premium (iii) 11,485 335 11,820
Other reserves (iii) 50 (38) 12
Merger relief reserve (iii) 223,831 1 223,832
Reverse takeover reserve (iii) (237,875) 41 (237,834)
Foreign exchange reserve (iii) 2 (17) (15)
Retained earnings (i)(ii) (1,911) (1,617) (3,528)
Net assets / (liabilities) 1,002 (1,295) (293)
Notes to the changes
All of the restatements referred to below were made in order to ensure the
comparative figures for six-months ended 30 June 2020 were presented using
consistent accounting policies as applied in the annual audited financial
statements for the year ended 31 December 2020.
(i) Decrease in revenue
The revenue for the comparative six-month period ended 30 June 2020 has been
restated from £368,000 to nil. During the preparation of the interim
financial statements for the six-month period ended 30 June 2020, revenue had
been recognised in line with when the due diligence services had been
delivered by the Group, however on closer analysis of the Group's older
contracts (those which had been agreed pre June 2020), it was determined that
these agreements identified the performance obligation as the use of the
Group's Platform for the first time by the client company in order to
facilitate an inventory monetisation transaction. In addition, the amounts
paid by the client companies pre 30 June 2020 were refundable under certain
circumstances and up to the point when the Platform was able to be used for
the first time by the client companies. As this performance obligation has
not yet been satisfied by the Group, the amounts received did not meet the
revenue recognition criteria in IFRS 15 and as such these amounts were removed
from revenue and instead recognised as deferred income on the balance sheet as
at 30 June 2020. There was also a corresponding opening balance sheet
adjustment as at 1 January 2020 of £981,000 for the same reason. The
associated impact on taxation has also been recognised.
(ii) Increase in and reclassification of costs
Costs for the six-month period ended 30 June 2020 have also been restated and
increased by £355,000 (this included the cumulative impact across the cost of
sales and administrative expenses shown in the table above). This increase
was principally a result of the restatement of £335,000 of legal costs which
had previously been deducted from share premium. Further details are
provided in point (iii) below.
In addition, £20,000 of additional costs were identified as relating to the
period ended 30 June 2020 and have now been recognised. This primarily
relates to the capitalisation of costs in accordance with IAS 38 and the
associated amortisation charge. During the production of the 2020 annual
report and accounts there were some adjustments made to amounts that have
previously been capitalised. These corresponding adjustments have been
reflected in the restated administration expenses for 30 June 2020.
The associated impact of these changes on taxation has also been recognised.
In addition to the restatement referred to above, £238,000 of costs have been
reclassified from administration expenses to costs of sales to ensure
consistency with the cost of sales accounting policy applied in the annual
audited financial statements for the year ended 31 December 2020.
(iii) Restatement of reverse acquisition
During the preparation of the annual financial statements for the year ended
31 December 2020, the treatment of the reverse acquisition of Supply@ME S.r.l.
was amended. The principal change was the accounting for legal costs that
were incurred in connection with the reverse acquisition and the issue of new
ordinary shares that took place in March 2020. These costs were initially
accounted for as part of share premium based on an analysis undertaken by
management at the time as to the portion of the costs that related to the
issue of the new ordinary shares. However, during the preparation of the
2020 annual financial statements, it was determined that this split was not in
line with IAS 32 and as such £335,000 of legal costs were restated to be
included as administrative expenses rather than deducted from share premium.
The changes in respect of other reserves, merger relief reserve, reverse
takeover reserve and foreign exchange reserve related to errors in the foreign
exchange translation on consolidation of the subsidiary company. The net
impact of these changes is a £13,000 increase in net liabilities which have
been reflected in the annual audited financial statements for the year ended
31 December 2020.
Cautionary Statement
These Interim Results have been prepared in accordance with the requirements
of English Company Law and the liabilities of the Directors in connection with
these Interim Results shall be subject to the limitations and restrictions
provided by such law.
These Interim Results are prepared for and addressed only to the Group's
shareholders as a whole and to no other person. The Group, its Directors,
employees, agents, or advisers do not accept or assume responsibility to any
other person to whom these Interim Results are shown or into whose hands it
may come, and any such responsibility or liability is expressly disclaimed.
These Interim Results contain forward looking statements, which are
unavoidably subject to risk and uncertainty because they relate to events and
depend upon circumstances that will occur in the future. It is believed that
the expectations set out in these forward-looking statements are reasonable,
but they may be affected by a wide range of variables which could cause future
outcomes to differ from those foreseen. All statements in these Interim
Results are based upon information known to the Group at the date of this
report. Except as required by law, the Group undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
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