Source - RNS
RNS Number : 3470L
SigmaRoc PLC
30 September 2016
 

SIGMAROC PLC

(formerly Messaging International plc)

Interim Results for the period ended 30 June 2016

 

SigmaRoc plc ('SigmaRoc' or the 'Company'), the AIM traded company (ticker: SRC), announces its unaudited results for the six months ended 30 June 2016, representing the operations of Messaging International plc ('MI') and its subsidiary TeleMessage Ltd ('TeleMessage', together the 'Group'). The Company announced on 22 August 2016 the disposal of its TeleMessage subsidiary and changes to its activity, details of which are outlined below.

 

Overview

§ Disposal of TeleMessage subsidiary post period end;

§ Company name changed to SigmaRoc plc with new strategy to pursue acquisitions in the construction materials sectors;

§ Change of Board;

§ Gross revenues of £1,959,096 up 13% from £1,730,535 in H1 2015; and  

§ Pre-tax profit for the period of £272,509 (H1 2015 loss of £85,502). 

 

CEO's Statement

At the end of the period under review, the Company saw a change of direction, both in terms of sector focus and Company strategy. The financial information presented herein represents the Company under its former guise. TeleMessage was taken private following the passing of certain resolutions at the Company's General Meeting ('GM'), held on 22 August 2016. Following the GM, a new Board was appointed with the vision to pursue the new Company strategy, under the name SigmaRoc.

 

Before commenting on the new direction of SigmaRoc it is worth considering the most recent developments of Messaging International. As described in the last annual report, the Group was transitioning from its legacy Text-to-Landline product to a new offering focused on the Secure Mobile Messaging for Enterprises and also the "Mass Messaging" solution for Enterprises. The further development of these new products and in particular the marketing and sales efforts required a substantial investment. On the back of these developments a consortium of shareholders within MI decided to put forward a proposition to take TeleMessage private which was approved by shareholders at the GM. As a consequence of the GM, the remaining cash shell listed on the AIM market became the starting point for a new venture under new management and with a new name, SigmaRoc plc.

 

SigmaRoc's business model is a buy and build strategy in the construction materials space. The Company's focus will be on cash generative assets, located in niche and frontier markets that produce aggregates, concrete, pre-cast concrete and other related materials. These materials are in high demand in rapidly growing frontier economies and experience steady but consistently reliable demand in niche markets.

 

In selecting investment and/or acquisition opportunities, SigmaRoc will focus on three types of business:

 

·      Businesses, assets and/or projects in markets where anticipated structural change can lead to growth or consolidation within the construction materials sector;

·      Businesses which present a steady cash flow opportunity allowing the Board to build a baseline income to sustain its further expansion projects; and

·      Businesses or projects which present a clear opportunity for the Board to take advantage of cyclical dips within established production majors.

 

The new Board members appointed at the GM were David Barrett and Dominic Traynor as non-executive Directors, with Max Vermorken as Managing Director/CEO of the new business. All three directors have strong credentials and collectively have extensive relevant experience of the sector, geography and transactions that SigmaRoc is likely to pursue.

 

The Board is fortunate to have an ambitious and focused team that brings extensive experience and contacts in the sector.

 

Since the GM and unveiling of the new strategy, many investors and interested parties have made inquiries and the Board is encouraged by the interest received.  Shareholders will naturally understand that the investment strategy set out for SigmaRoc is ambitious and one which requires solid due diligence and analysis of potential targets. The Board looks forward to announcing details of its first acquisition in due course.

 

Funding

On 22 August 2016, the Company raised £500,000 (before expenses) by way of a placing of 208,333,333 new ordinary shares of £0.001 each in the capital of the Company at a price of £0.0024 (the 'Placing').

 

The net proceeds of the Placing provided the Company with working capital to conduct due diligence on potential acquisition opportunities in line with the Company's new strategy.

 

Financial Results

For the six-month period ended 30 June 2016, the Group is reporting a pre-tax profit of £272,509 (30 June 2015: loss of £85,502) based on gross revenues of £1,959,096 (30 June 2015: £1,730,535).

 

Outlook

The Board looks forward to using the opportunity granted by the investment community to build out its strategy into a solid cash flow generative business with significant growth potential. Its focus is entirely on generating long term attractive returns for investors. It will therefore continue its current efforts of identifying the right opportunities for the Company and mobilising its intellectual capital, aiming to achieve an excellent result for shareholders.

 

I would like to thank SigmaRoc's shareholders and advisers for their support going forward and I look forward to updating the market with further news in due course. 

 

 

Max Vermorken

Chief Executive

30 September 2016

 

 

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014.

 

 

SigmaRoc plc



Max Vermorken


+44(0)20 7193 4470




Strand Hanson Limited (Nominated and Financial Adviser)


+44(0)20 7409 3494

James Spinney

James Dance



Peterhouse Corporate Finance Limited (Broker)


+44(0)20 7469 0930

Eran Zucker

Lucy Williams

Duncan Vasey

 



Tavistock (Public Relations adviser) 

Jos Simson

Barney Hayward

 


+44(0)20 7920 3150

 

 

 

 

Consolidated statement of comprehensive income for the six months ended 30 June 2016

 


 

Notes


Unaudited

six months

ended

30 June 2016


Unaudited

six months

ended

30 June 2015


Audited

year ended

31 December

2015




£


£


£









Revenues

2


1,959,096


1,730,535


3,465,182

Cost of revenue



(484,712)


(645,849)


(1,140,630)









Gross profit



1,474,384


1,084,686


2,324,552







Operating expenses








Research and development



(533,044)


(521,452)


(1,009,551)

Sales and marketing



(437,855)


(451,903)


(829,065)

Administrative costs



(255,065)


(252,533)


(490,439)

Goodwill Impairment



-


-


(219,000)

Total operating expenses



(1,225,964)


(1,225,888)


(2,548,055)









Operating profit/(loss)


248,420


(141,202)


(223,503)









Finance gains/(costs)



24,089


55,700


(50,806)









Profit/(loss) before taxation





(274,309)









Taxation

3


(176)


-


(1,337)

 

Profit/(loss) for the period/year



 

272,333


 

(85,502)

 


 

(275,646)







Other comprehensive loss















Re-measurement of loss from defined benefit scheme


 

-


 

-


 

14,805








Foreign exchange difference on translation of foreign operations



 

40,927


 

(54,213)


 

(3,167)









Foreign exchange difference arising from restating the carrying value of goodwill associated with foreign operations



 

 

-


 

 

-


 

 

(63,056)












40,927


(54,213)


(51,418)







 

Total comprehensive profit/(loss)



 

313,260


 

(139,715)


 

(327,064)







Profit/(loss) per share








 

Basic earnings/(loss) per share

 

    4


0.24p


(0.07)p


(0.24)p







Diluted earnings/(loss) per share

    4


0.17p


(0.07)p


(0.24)p

 

 

Consolidated statement of changes in equity for the six months ended 30 June 2016

 


Share

Capital redemption

Translation

Revenue



capital

reserve

reserve

reserves

Total


£

£

£

£

£

 

As at 1 January 2016

 

579,361

 

 

600,039

 

8,785

 

(281,474)

 

906,711







 

Profit for the period




 

272,333

 

272,333







 

Share based payments




 

7,825

 

7,825







Foreign currency translation changes



 

40,927


 

40,927

 

As at 30 June 2016

 

579,361

 

 

600,039

 

49,712

 

 

(1,316)

 

1,227,796







 

As at 1 January 2015

 

579,361

 

 

600,039

 

75,008

 

(63,431)

 

1,190,977







 

(Loss) for the period




 

(85,502)

 

(85,502)







 

Share based payments




 

11,448

 

11,448







Foreign currency translation changes



 

(54,213)


 

(54,213)

 

As at 30 June 2015

 

579,361

 

 

600,039

 

20,795

 

 

(137,485)

 

1,062,710







 

 

As at 1 January  2015

 

 

579,361

 

 

 

600,039

 

 

75,008

 

 

(63,431)

 

 

1,190,977







(Loss) for the  for the year




 

(275,646)

 

(275,646)







Re-measurement of defined benefit plan




 

14,805

 

14,805







 

Share based payments




 

42,798

 

42,798







Foreign currency translation changes for goodwill



 

 

(63,056)


 

 

(63,056)







Other foreign currency translation changes



 

(3,167)


 

(3,167)

As at 31 December 2015

 

579,361

 

 

600,039

 

8,785

 

(281,474)

 

906,711



Consolidated Statement of financial position as at 30 June 2016

 


 

 


Unaudited

as at

30 June

2016


Unaudited

as at

30 June

2015


Audited

as at

31 December

2015




£


£


£









Non current assets








Goodwill



521,901


803,957


521,901

Property, plant and equipment



 

37,771


 

54,209


 

48,207

Other investments



466,558


373,134


391,946




1,026,230


1,231,300


962,054









Current assets








Trade and other receivables



 

928,496


 

903,493


 

850,096

Cash and cash equivalents



 

1,097,821


 

682,365


 

737,416




2,026,317


1,585,858


1,587,512









Total assets



3,052,547


2,817,158


2,549,566









Current liabilities








Trade and other payables



(643,065)


(652,888)


(599,274)

Borrowings



(266,316)


(206,811)


(229,425)




(909,381)


(859,699)


(828,699)









Non current liabilities








Borrowings



(127,648)


(326,281)


(233,104)

Other payables



(151,228)


(46,599)


(44,076)

Employee provisions



(636,494)


(521,869)


(536,976)




(915,370)


(894,749)


(814,156)









Total liabilities



(1,824,751)


(1,754,448)


(1,642,855)









Net assets



1,227,796


1,062,710


906,711

















Equity








Share capital



579,361


579,361


579,361

Capital redemption reserve



600,039


600,039


600,039

Foreign currency translation reserve



49,712


20,795


8,785

Revenue reserves



(1,316)


(137,485)


(281,474)









Shareholders' equity



1,227,796


1,062,710


906,711









 

 

  

Consolidated cash flow statement for the six months ended 30 June 2016

 










Unaudited

six months

ended

30 June 2016


Unaudited

six months

ended

30 June 2015


Audited

year ended

31 December

2015



£


£


£

Cash flow from operating activities







Operating profit/(loss)


248,420


(141,202)


(223,503)

Adjustments for:







Goodwill impairment


-


-


219,000

Share based payments - shares


7,825


11,448


28,676

Share based payments - issue of warrants


-


25,609


-

Defined benefit plan


-


-


14,805

Depreciation and amortisation


17,095


32,151


61,436

Foreign currency translation adjustments


86,016


(33,739)


1,009



110,936


35,469


324,926

Operating cash flow before working capital movements

 

 

359,356


(105,733)


101,423








(Increase)/decrease in receivables


(78,400)


(207,425)


(154,978)

(Decrease)/increase in payables


150,943


168,774


112,639

Increase in provisions


99,518


42,213


57,320



172,061


3,562


14,981








Cash (outflow)/inflow from operating activities


 

531,417


 

(102,171)


 

116,404








Investing activities







Investments


(74,612)


(29,435)


(48,248)

Purchase of property, plant and equipment


(1,525)


(385)


(18,599)

Net cash from/(used in) investing activities


 

(76,137)


 

(29,820)


 

(66,847)








Taxation


(176)


-


(387)

 

Financing activities







Interest and related costs


(26,134)


(31,092)


(53,755)

Bank repayments/net borrowings


(68,565)


464,339


360,892

Net cash (used in)/from financing activities


(94,699)


433,247


307,137








 

Net increase in cash and cash equivalents


 

360,405


 

301,256


 

356,307








Cash and cash equivalents at the beginning of the period/year


737,416


381,109


381,109








Cash and cash equivalents at the end of the period/year


1,097,821


682,365


737,416

 

  

Notes to the interim report

For the six months ended 30 June 2016

 

1.          Basis of preparation and consolidation

 

The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2015, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

The interim financial information set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. The interim financial statements have been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union. Statutory financial statements for the year ended 31 December 2015 were approved by the Board of Directors on 27 June 2016 and subsequently delivered to the Registrar of Companies. The independent auditor's report on those financial statements was unqualified.

 

The 2016 interim financial statements of the Group have not been audited or reviewed.

 

The consolidated interim financial statements were approved by the board and authorised for issue on 30 September 2016.

 

A copy of the interim financial statements will be available on the Company's website www.sigmaroc.com

 

 

2.          Turnover

 



Unaudited

six months

ended

30 June 2016


Unaudited

six months

ended

30 June 2015


Audited

year ended

31 December

2015



£


£


£








North America


1,598,776


1,427,874


2,852,915

Europe and Middle East


346,865


288,979


582,827

Rest of the World


13,455


13,682


29,440



1,959,096


1,730,535


3,465,182

 

 

 

Notes to the interim report

For the six months ended 30 June 2016 (continued)

 

 

3.          Taxation

 

The tax charge in the six months ended 30 June 2016 represented amounts due for US State tax in relation to the profits of TeleMessage Inc. based in the USA. U.S. operating losses from previous years are subject to annual limitations due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions.

 

No further provision has been made for taxation as there are losses available to carry forward against future trading profits. No deferred tax asset has been recognised in accordance with International Accounting Standard 12.

 

 

4.          Basic and diluted loss per share

 

For the six months ended 30 June 2016, basic earnings per share has been calculated on the Group's profit attributable to owners the Company of £272,333 and on the weighted average number of shares in issue during the year, which was 115,872,147.

 

For the six months ended 30 June 2015, basic loss per share has been calculated on the Group's loss attributable to owners the Company of £85,502 and on the weighted average number of shares in issue during the year, which was 115,872,147.

 

For the six month periods ended 30 June 2016, diluted earnings per share has been calculated on the Group's profit attributable to owners the Company of £272,333 and on the weighted average number of shares in issue during the year plus share options and warrants to subscribe for shares in the company which together total 159,025,429.

 

For the six month ended 30 June 2015 share options and warrants are anti-dilutive and for that reason the diluted earnings per share information is the same as the basic loss per share.

 

For the year ended 31 December 2015, basic loss per share has been calculated on the Group's loss of £275,646 and on the weighted average number of shares in issue in 2015 of 115,872,147.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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