TIDMCUSH
RNS Number : 2145O
CRUSHMETRIC Group Limited
02 October 2023
2 October 20 23
CRUSHMETRIC Group Limited
(" CRUSHMETRIC ", the "Group" or the "Company")
Interim results for the six months ended 30 June 20 23
Chief Executive Officer's Statement
CRUSHMETRIC Group Limited ( AQUIS : CUSH ), the consumer design
and production group announces the results of the Company and its
subsidiaries for the six month period ended 30 June 20 23 .
The Company was formerly engaged in TCM healthcare, as well as
the production and sale of skincare products. The board took the
view that the Company would have to change focus in the light of
the Covid pandemic. Thus during 2022, the nature of the Company's
operations and its principal activities were changed to acting as
the holding company of a group engaged in (i) design and production
that integrates shape changing technology ("CRUSH") into a
catalogue of products designed and invented by the artist and
co-founder of CRUSHMETRIC Limited, Noah Deledda, and his team. This
technology is built on his own series of dented aluminium can
sculptures and (ii) the sale and distribution of the CRUSHMETRIC
products through online and offline channels worldwide.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
Financial highlights
-- Revenue for the six months ended 30 June 20 23 : HK $
1,040,509 (30 June 20 22 : HK$ 7,969,835 )
-- Gross profit for the six months ended 30 June 20 23 : HK$
728,143 (30 June 20 22 : HK$ 3, 781,756 )
-- Loss for the six months ended 30 June 20 23 : HK$ 3,813,095
(30 June 20 22 : HK$ 908,874 )
-- The basic and diluted loss per share for the six months ended
30 June 20 23 : HK$ 0. 02 (30 June 20 22 : HK$0. 01 )
-- The Group's cash position as at 30 June 20 23 : HK$ 1,450,559
(30 June 20 22 : HK$ 333,150 )
Review of significant activities
(a) CONVERTIBLE BONDS
(i) Renewal of Convertible Bond 1: Principal Amount USD650,000
On 29 June 2023, the Group entered into an extension agreement
for the Convertible Bond. The maturity date has been extended to 19
July 2024 and the Coupon payment of the CB will be adjusted to six
percent (6%) per annum payable in cash plus three percent (3%) per
annum payable in Ordinary Shares of the Group for the first nine
months from 20 January 2023 to 19 October 2023 and the Coupon
payment of the CB will be six percent (6%) per annum payable in
cash plus four percent (4%) per annum payable in Ordinary Shares of
the Group for the period from 20 October 2023 to 19 July 2024. All
other terms remain unchanged.
(ii) Convertible Bond 2: Principal Amount SGD250,000
On 24 February 2023, the Group entered into an agreement to
issue an unsecured convertible bond ("the Bond") to Future Vision
Pte. Ltd ("Future"). Future has agreed to subscribe in cash for the
Bond for a principal amount of SGD$250,000 (approximately
GBP150,820). The Bond has a coupon of ten percent (10%) per
annum.
The Bond, at the election of Future may be converted into
ordinary shares of the Group ("Underlying shares") or will
otherwise be redeemable at maturity on 23(rd) February 2026. The
Bond shall be convertible into the Underlying Shares at an Exchange
Price which is calculated at a GBP 0.2 per share where 50% of the
Bond can be converted within the first year and the rest can be
converted on the Maturity Date at the discretion of Future.
(iii) Convertible Bond 3: Principal Amount USD1,000,000
On 11 April 2023, the Group entered into an agreement with Sky
Solar HK Investments Limited ("Sky") to issue an unsecured
convertible bond ("the Bond") to Sky. Sky agreed to subscribe in
cash for the Bond for a principal amount of USD$1,000,000
(approximately GBP790,400). The bond has a coupon of ten percent
(10%) per annum.
The Bond, at the election of Sky, may be converted into ordinary
shares of the Group ("Underlying shares") or will otherwise be
redeemable three years from the date of receipt of the Principal
Amount. The Bond shall be convertible into the Underlying Shares at
an Exchange Price which is calculated at a GBP 0.2 per share where
50% of the Bond can be converted within the first year, 25% of the
Bond can be converted in the second year and the rest of 25% can be
converted on the Maturity Date at the discretion of Sky.
(b) CHANGE OF WORKING ADDRESS
On 23 April 2023, one of the Group's subsidiaries, CRUSHMETRIC
eCommerce (HK) Limited entered into a tenancy agreement for a fixed
term of two years for a new office located in Hong Kong from which
the Group will henceforth carry on its business.
Financial review
( i ) Income statement items
The Group's revenue for the six months ended 30 June 20 23
amounted to HK$ 1,040,509 , a de crease of HK$ 6,929,326 or 86.94 %
as compared to the six months ended 30 June 20 22 . This was
attributable to de creased revenue generated from sales of
CRUSHMETRIC SwitchPens by approximately HK$ 5,626,000 . The Group's
gross profits and gross profit margin for the six months ended 30
June 20 2 3 amounted to HK$ 728,143 and 69.98 % (30 June 20 22 :
HK$ 3,781,756 and 47.45 %) respectively.
The Group's distribution costs for the six months ended 30 June
20 23 amounted to HK$ 111,552 , a de crease of HK$ 102,640 or 47.92
% as compared to the same period in 20 22 . The Group's
administrative expenses for the six months ended 30 June 20 23
amounted to HK$ 4,224,302 , a de crease of HK$ 320,487 or 8.21 % as
compared to the six months ended 30 June 20 22 .
The Finance Costs for the six months ended 30 June 20 23
amounted to HK$ 502,141 , this was related to the interest expenses
for the convertible bond.
The unaudited net loss for the period ended 30 June 20 23 shows
a n in crease of HK$ 2,904,221 and 319.54 % compared to the same
period in 20 22 . This was attributable to the decrease of sales
and increase of administrative expenses by the Group during the
period.
The Directors do not recommend the payment of a dividend in
respect of the period.
The interim results have not been reviewed by the Company's
auditor.
( ii ) Balance sheet items
The Group's tangible fixed assets mainly comprised office
equipment, de creased in amount by HK$ 144,031 as at 30 June 20 23
, compared to the same period in 20 22 , mainly due to the
depreciation in value of office equipment.
The Group's inventories as at 30 June 20 23 amounted to HK$
317,424 with a de crease of HK$ 78,084 over the balance as at 30
June 20 22 .
The Group's other receivables and prepayments as at 30 June 20
22 de creased by HK$ 149,971 or 7.17 % compared to the same period
in 20 21 .
The Group's trade payables as at 30 June 20 23 amounted to HK$
3,502,655 with a de crease of HK$ 4,846,272 over the balance as at
30 June 20 22 , this was mainly due to the acquisition of a vendor
in December 2022 .
The Group's cash and cash equivalents in creased by HK$
1,117,409 as at 30 June 20 23 compared to 30 June 20 22 .
Outlook
The Company has transformed its business to a consumer product
Group that is focused on selling various innovative products to the
market.
We've faced a decrease in sales in the first half years as the
Company has dedicated more resources for new product research and
preparation. We took some time in searching for social media and
marketing partners better suited to the marketing and distribution
online, of the CRUSHMETRIC series of products through both our own
website as well as Amazon and other marketing partners. We believe
these partnerships will help the Company reach out to a more
targeted audience and customers that will result in increased
revenue in the second half of the coming year.
The launch of our new product - the Tumbler, was delayed but we
are confident that it will be launched by the end of the year and
we expect this to result improved sales and better returns. The
Group will continue to focus on promoting and generating more sales
from the CRUSHMETRIC series of products which we have launched;
together with the Tumbler to be launched soon.
The Board will continue to take all reasonable efforts to ensure
that sufficient working capital is maintained . The Board's
objective is the same as previous years, which is to protect and
safeguard as well as improve the business, to minimise cost and
generate more sales income through online products.
On behalf of the Board of Directors, I would like to thank our
management and staff for the great loyalty and dedication they
continue to show through these delicate times. I would also like to
extend our utmost appreciation to all our partners, shareholders,
customers, business associates and suppliers, for their continued
support.
The Directors of the Company accept responsibility for the
contents of this announcement.
Ivor Colin Shrago
Chairman
For further information, please contact:-
CRUSHMETRIC Group Limited Tel: +852 2110 4221
ONG Ban Poh Michael - Chief Executive Officer
Lilian Lo - Acting Chief Financial Officer
Aquis Growth Market Corporate Adviser Tel: +44 (0)20 7469
PETERHOUSE CAPITAL LIMITED 0930
Guy Miller
Mark Anwyl
CRUSHMETRIC Group Limited
Consolidated S tatement of C omprehensive I ncome
F or the six months ended 30 June 20 23
The Group
-----------------------------------------------
Unaudited Unaudited A udited
--------------- ------------ -----------------
6 months 6 months Year ended
ended 30 June ended 30 31 December
20 23 June 20 22 20 22
--------------- ------------ -----------------
HK$ HK$ HK$
From continuing operations
Revenue 1,040,509 7,969,835 10,826,825
(4,188,079 ( 6,422,471
Cost of sales (312,366 ) ) )
Impairment loss on inventory - - - ,
Gross profit 728,143 3,781,756 4,404,354
Other revenue 679,246 125,108 1,646,139
( 111,552 ( 214,192 ( 393,306
Distribution costs ) ) )
( 4,224,302 ( 3,903,815 (1 1,049,827
Administrative expenses ) ) )
Foreign exchange gains
/(losses), net (386,192) (117,317) (266,084)
( 3,314,657 ( 328,460
Operating loss ) ) (5,658,724)
Impairment loss on trade ( 45,759
receivable - (24,830) )
( 502,141 ( 555,945 ( 86,398
Finance costs ) ) )
Interest income 3,703 361 433
( 3,813,095 ( 908,874
Loss before taxation ) ) (5,790,448)
Taxation - - (57,594)
( 3,813,095 ( 908,874
Loss for the period/year ) ) (5,848,042)
Other comprehensive income
Exchange differences arising
from translation 485,461 550,758 1,010,343
Total comprehensive result ( 3,327,634 ( 358,116
for the period/year ) ) (4,837,699)
Loss for the period/year
a ttributable to:
Equity holders of the parent
entity (3,913,831) (904,339) (5,595,532)
Non-controlling interests 100,736 (4,535) (252,510)
--------------- ------------ -----------------
(3,813,095) (908,874) (5,848,042)
Total comprehensive loss
for the period/year a ttributable
to:
Equity holders of the parent ( 3,428,370 ( 353,581
entity ) ) (4,585,189)
( 252,510
Non-controlling interests 100,736 (4,535) )
( 3,327,634 ( 358,116
) ) (4,837,699)
Loss per share - from
continuing operations (HK$)
Basic and diluted (0. 02 ) (0. 01 ) (0.06)
Loss per share - from continuing operations
The calculation of basic loss per share is based on the
consolidated loss attributable to the equity holders of the parent
entity of HK$ 3,913,831 ( For the six months ended 30 June 20 22 :
Loss of HK$ 904,339 ; For the 12 months ended 31 December 20 22 :
Loss of HK$ 5,595,532 ) and the weighted average number of ordinary
shares of 239,933,283 ( For the six months ended 30 June 20 22
weighted average number of ordinary shares of 85,606,051 ; For the
12 months ended 31 December 20 22 : 89,655,922 ) in issue during
the period.
CRUSHMETRIC Group Limited
Cons olidated Statement of Financial Position
A s at 30 June 20 23
A udited
Unaudited As at 3
Unaudited As at 30 1
As at 30 June 20 December
June 20 23 22 20 22
--------------- -------------- --------------
HK$ HK$ HK$
Assets
Non-current assets
Fixed assets 185,391 41,360 221,258
Other intangible assets - 2,678,572 -
Right-of-use assets 199,389 266,793 370,640
Goodwill 293,993,592 - 293,993,592
294,378,372 2,986,725 294,585,490
Current assets
Inventories 317,424 395,508 341,561
Trade receivables 904,977 2,051,407 757,271
Other receivables and prepayments 1,197,284 1,940,336 1,162,149
Cash and cash equivalents 1,450,559 333,150 128,658
3,870,244 4,720,401 2,389,639
Total assets 298,248,616 7,707,126 296,975,129
Equity and liabilities
Equity
Share capital 1,870,234 668,509 1,870,234
Share premium 392,450,040 97,084,716 392,450,040
(1 44,997,379 (1 37,337,401 (1 41,569,009
Re serve ) ) )
Equity attributable to the ( 39,584,176
parent entity 249,322,895 ) 252,751,265
Non-controlling interest (440,910) (293,671) (541,646)
( 39,877,847
Total equity 248,881,985 ) 252,209,619
Liabilities
Current liabilities
Trade payables 3,502,655 8,348,927 4,319,057
Other payables and accruals 28,174,956 29,911,001 31,961,020
Taxation payable 57,594 - 57,594
Amount due to directors 2,927,984 3,448,023 2,930,515
Lease liabilities 204,648 453,305 275,620
Borrowings 14,498,794 5 ,423,717 5, 106,144
49,366,631 47,584,973 44,649,950
Non- Current liabilities
Lease liabilities - - 115,560
Total liabilities 49,366,631 47,584,973 44,765,510
Total equity and liabilities 298,248,616 7,707,126 296,975,129
The Group's consolidated financial statements for the six months
ended 30 June 20 22 and 20 23 disclosed above have neither been
audited nor reviewed by the Company's auditors.
The same accounting policies and methods of computation as
included in the Group's consolidated financial statements for the
year ended 31 December 20 22 have been adopted in the preparation
of the Group's unaudited consolidated financial statements for the
six months ended 30 June 20 23 .
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END
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