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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(END) Dow Jones Newswires

October 02, 2023 02:00 ET (06:00 GMT)

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