21st Dec 2012 07:00
21 December 2012
MoneySwap Plc
("MoneySwap", the "Group" or the "Company")
Interim results for six months ended 30 September 2012
The Directors of MoneySwap Plc (AIM: SWAP), the Asia focused prepaid card and online payment services provider, are pleased to announce its interim consolidated financial statements for the six months ended 30 September 2012.
Operational highlights
·; Operating expenses down 25% against the equivalent period last year (US$2.4 million v. US$3.2 million for 2011);
·; US$1.5 million of unsecured loans received in period with further facilities of US$785,000 secured to-date post period;
·; Revenue generating trial projects for MoneySwap's three China UnionPay related products successfully progressing post period in Europe and Asia;
·; Management continues to pursue the collection of US$1.7 million of billed revenue on the Suisse Black Visa pre-paid card.
Richard Proksa, CEO of MoneySwap, commented:
"We are confident that with the loans and additional debt funding currently under discussion with investors, the Group has sufficient working capital to support its operations and launch MoneySwap's China UnionPay products. After these products are put into full operations, the Board anticipates that the Group will be funded internally from the revenues generated and repayment of the various loans will commence. "
The interim consolidated financial statements will shortly be available on the Company's web site, www.moneyswap.com.
For further information, please contact:
MoneySwap Plc | Allenby Capital Limited | GTH Communications |
Nominated Adviser | Financial PR | |
Richard Proksa Chief Executive Officer | Nick Naylor Alex Price James Reeve | Toby Hall Suzanne Johnson Walsh |
+852 3919 9888 | +44 20 3328 5656 | +44 207 822 7493/7492 |
CHIEF EXECUTIVE OFFICER'S STATEMENT
The interim six month financial period ended 30 September 2012 was marked by the Group developing its products and procedures to launch its three licensed China UnionPay payment products. Revenue in the current period (US$14,000) was similar to the six months ended 30 September 2011 (US$17,000). It showed a decrease from the year ended 31 March 2012 (US$1.8 million) which was mainly due to the inclusion of revenues from sales of Suisse Black Visa of US$1.7 million. Provision was made against this US$1.7 million in the current period as discussed below.
During the period, sales of additional Suisse Black Visa prepaid cards of US$2.2 million were billed, however, collection is still pending. Thus the management has decided not to recognise these amounts in the current period's financial results, albeit management will continue to pursue the collection of these funds.
Indeed, the Company believes the relationship with Suisse Black Visa is strategically important to maintain as it will provide a unique selling feature to Chinese travellers when integrated with the China UnionPay suite of services available from MoneySwap.
Operating expenses decreased for the period, after excluding the effect of the US$1.7 million provision made against the trade receivables, to US$2.4 million (operating expenses for the six months ended 30 September 2011: US$3.2 million).
As the Group has not received the outstanding US$1.7m trade receivable, the Group has been required to secure debt funding in order to continue its business operations. During the period the Group received US$1.5 million of unsecured loans (the "Unsecured Loans"), which are repayable at the Group's discretion. Interest on the Unsecured Loans is payable at 5%. Subsequent to the period the Group announced on 19 December 2012 that it had secured additional funding of $350,000 through the issue of a convertible loan note. The Group has also received a further US$435,000 of Unsecured Loans on the same terms as those received during the period under review. The Directors remain in discussions with investors with the intention of seeking further debt funding and remain confident that, with these loans and additional funds, sufficient working capital is available to support the Group's operations and to launch MoneySwap's China UnionPay products. After the China UnionPay products are put into full operations, the Board anticipate that the Group will be funded internally from the revenues generated and repayment of these various loans will then commence.
Business review
Current Trading
The Company has been unable to collect the US$1.7 million trade receivable from selling of Suisse Black Card, reported in the audited financial report for the year ended March 2012. In light of this, operating expenses came under budget but overall business growth was not realized as the Group was unable to implement its planned investments in marketing and sales resources. The Group did however continue to develop its technology and procedures for MoneySwap's China UnionPay products. The Group has commenced revenue generating trial projects for these products post period end.
Expanding Marketing and Sales Coverage - Post Period
For the Suisse Black Card issued by Corner Bank, Switzerland in association with Visa we have added additional sales agents inside as well as outside of China. The ability of China UnionPay cardholders to transfer funds from their UnionPay card to their Suisse Black Card is a compelling and unique feature which the Directors believe will drive sales.
A number of international merchants are already integrating the MoneySwap UnionPay Online payment system into their websites, to enable cardholders of UnionPay in China to purchase goods and services online from non-China domiciled merchants. MoneySwap's online payment gateway was completed on time and incorporated a number of features requested by major potential merchants. MoneySwap holds a global license for this product and is working with payment partners such as DataCash UK, who already serve an existing community of online merchants with other payment gateways.
Meanwhile, MoneySwap's Point-of-Sale terminals, which accept UnionPay cards, have been installed in a limited number of stores in the United Kingdom and are receiving an increasing flow of transactions. Discussions are ongoing with owners of a large number of retail outlets across Asia for the installation of the terminals. In addition, MoneySwap is in the process of securing additional licenses from China UnionPay to serve additional countries, such as Australia and Thailand.
Separately, we have made excellent progress on the MoneyExpress product. MoneyExpress is an unique offering which enables funds to be remitted from abroad to cardholders of China UnionPay in China. Our MoneyExpress payment gateway has been the largest software development project undertaken by the Group since its IPO in August 2011. The product came in on time and under budget and with better than expected performance. Initial trials indicate that remittances are completed within an average of 60 seconds; far quicker than the time taken for remittances by traditional methods, which can take hours if not days. Initial trials will be with remittance partners in Hong Kong and other parts of Asia who have a large customer base of individuals who regularly remit funds to China.
Outlook
We believe we now have the people, products and strategy to drive revenue. Our challenge is to execute on our marketing strategy and generate revenues. I have every confidence in our team to do so. Thank you, the shareholder, for your continuing support.
Richard V. Proksa
Chief Executive Officer
21 December 2012
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2012
Six months | Six months | Year | |||||
ended | ended | ended | |||||
Notes | 30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | |||||
Unaudited | Unaudited | Audited | |||||
Revenue | 2 | 13,738 | 17,373 | 1,783,793 | |||
Cost of sales | (733) | - | (93,483) | ||||
Gross profit | 2 | 13,005 | 17,373 | 1,690,310 | |||
Other income | 2, 3 | 168 | 9,847 | 11,153 | |||
Provision for impairment loss on trade receivables | 8 | (1,752,866) | - | - | |||
Administrative expenses | (2,369,023) | (3,243,546) | (6,611,321) | ||||
Loss before taxation
| (4,108,716) | (3,216,326) | (4,909,858) | ||||
Taxation | 4 | (679) | (1,539) | (12,179) | |||
Loss for the period/year | (4,109,395) | (3,217,865) | (4,922,037) | ||||
Other comprehensive income/(loss) for the period/year | |||||||
Exchange difference on translation of financial | |||||||
statements of overseas subsidiaries | 14,630 | (6,063) | (68,217) | ||||
Total comprehensive loss for the period/year | (4,094,765) | (3,223,928) | (4,990,254) | ||||
Loss for the period/year attributable to: | |||||||
Equity holders of the Company | (4,074,168) | (3,123,730) | (4,731,782) | ||||
Non-controlling interest | (35,227) | (94,135) | (190,255) | ||||
(4,109,395) | (3,217,865) | (4,922,037) | |||||
Total comprehensive loss for the period/year attributable to: | |||||||
Equity holders of the Company | (4,059,538) | (3,132,288) | (4,803,106) | ||||
Non-controlling interest | (35,227) | (91,640) | (187,148) | ||||
(4,094,765) | (3,223,928) | (4,990,254) | |||||
Loss per share: | US Cent | US Cent | US Cent | ||||
Basic and diluted | 5 | (0.97) | (0.91) | (1.27) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2012
Notes |
30 Sep 2012 |
30 Sep 2011 |
31 Mar 2012 | ||||
US$ | US$ | US$ | |||||
Unaudited | Unaudited | Audited | |||||
ASSETS | |||||||
Non-current assets | |||||||
Property, plant and equipment | 6 | 431,547 | 431,524 | 391,674 | |||
Goodwill | 7 | 572,646 | 553,495 | 566,328 | |||
Intangible assets | 387,261 | 489,480 | 441,904 | ||||
Total non-current assets | 1,391,454 | 1,474,499 | 1,399,906 | ||||
Current assets | |||||||
Trade receivables | 8 | 482 | - | 1,753,132 | |||
Other receivables and prepayments | 357,446 | 304,432 | 336,985 | ||||
Cash and cash equivalents | 205,652 | 3,052,592 | 1,140,558 | ||||
Total current assets | 563,580 | 3,357,024 | 3,230,675 | ||||
TOTAL ASSETS | 1,955,034 | 4,831,523 | 4,630,581 | ||||
EQUITY AND LIABILITIES | |||||||
Equity attributable to equity holders of the Company | |||||||
Share capital | 9 | 677,285 | 635,812 | 677,285 | |||
Share premium | 9 | 10,588,310 | 8,631,983 | 10,588,310 | |||
Share-based payment reserve | 10 | 820,795 | 342,894 | 734,817 | |||
Foreign currency translation reserve | (105,561) | (58,037) | (120,191) | ||||
Combination reserve | 3,456,928 | 3,468,033 | 3,456,928 | ||||
Retained earnings | (16,141,585) | (10,124,914) | (11,732,966) | ||||
Total (deficit)/equity attributable to equity holders of the Company | (703,828) | 2,895,771 | 3,604,183 | ||||
Non-controlling interest | - | 32,278 | (63,842) | ||||
Total (deficit)/equity | (703,828) | 2,928,049 | 3,540,341 | ||||
Current liabilities | |||||||
Borrowings | 1,502,847 | - | - | ||||
Trade and other payables | 1,156,015 | 573,395 | 1,080,399 | ||||
Provision for taxation | - | - | 9,841 | ||||
Total current liabilities | 2,658,862 | 573,395 | 1,090,240 | ||||
Non-current liabilities | |||||||
Loan payable | - | 1,330,079 | - | ||||
Total liabilities | 2,658,862 | 1,903,474 | 1,090,240 | ||||
TOTAL EQUITY AND LIABILITIES | 1,955,034 | 4,831,523 | 4,630,581 | ||||
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THESIX MONTHS ENDED 30 SEPTEMBER 2012
Six months | Six months | Year | |||||
ended | ended | ended | |||||
Notes | 30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | |||||
Unaudited | Unaudited | Audited | |||||
Net cash outflow from operating activities | 11 | (2,086,004) | (2,665,206) | (4,549,558) | |||
Cash flow from investing activities | |||||||
Purchase of property, plant and equipment | (105,860) | (55,533) | (76,025) | ||||
Acquisition of non-controlling interest in subsidiary | 14 | (314,340) | - | - | |||
Net cash outflow from investing activities | (420,200) | (55,533) | (76,025) | ||||
Cash flow from financing activities | |||||||
Loans received | 1,502,847 | 1,488,768 | 1,488,768 | ||||
Loans repaid | - | (860,000) | (860,000) | ||||
Proceeds from issue of shares | - | 5,031,250 | 5,031,250 | ||||
Net cash inflow from financing activities | 1,502,847 | 5,660,018 | 5,660,018 | ||||
Net (decrease)/increase in cash and cash equivalents | (1,003,357) | 2,939,279 | 1,034,435 | ||||
Cash and cash equivalents at beginning of the period/year | 1,140,558 | 138,663 | 138,663 | ||||
Effect of foreign exchange rate changes | 68,451 | (25,350) | (32,540) | ||||
Cash and cash equivalents at end of the period/year | 205,652 | 3,052,592 | 1,140,558 | ||||
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSENDED 30 SEPTEMBER 2012
Share capital | Share premium | Share-based payment reserve | Foreign currency translation reserve | Combination reserve | Retained earnings | Non-controlling interest | Total | ||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||
Balance at 1 April 2011
| 441,424 | 3,628,694 | - | (51,974) | 3,829,805 | (7,001,184) | (105,626) | 741,139 | |||||||||
Loss for the period | - | - | - | - | - | (3,123,730) | (94,135) | (3,217,865) | |||||||||
Exchange difference on translation of foreign operations |
- |
- |
- |
(6,063) |
- |
- |
- |
(6,063) | |||||||||
Total comprehensive loss for the period |
- |
- |
- |
(6,063) |
- |
(3,123,730) |
(94,135) |
(3,223,928) | |||||||||
Issue of share capital | 189,179 | 5,003,289 | - | - | - | - | - | 5,192,468 | |||||||||
Acquisition of subsidiaries and recognition of non- controlling interest | 5,209 | - | - | - | (361,772) | - | 232,039 | (124,524) | |||||||||
Equity-settled share-based transactions | |||||||||||||||||
- charged for the period | - | - | 342,894 | - | - | - | - | 342,894 | |||||||||
Balance at 30 September 2011 (unaudited) |
635,812 |
8,631,983 |
342,894 |
(58,037) |
3,468,033 |
(10,124,914) |
32,278 |
2,928,049 | |||||||||
Balance at 1 April 2012 | 677,285 | 10,588,310 | 734,817 | (120,191) | 3,456,928 | (11,732,966) | (63,842) | 3,540,341 | |||||||||
Loss for the period | - | - | - | - | - | (4,074,168) | (35,227) | (4,109,395) | |||||||||
Exchange difference on translation of foreign operations |
- |
- |
- |
14,630 |
- |
- |
- |
14,630 | |||||||||
Total comprehensive loss for the period |
- |
- |
- |
14,630 |
- |
(4,074,168) |
(35,227) |
(4,094,765) | |||||||||
Acquisition of subsidiary and de-recognition of non-controlling interest |
- |
- |
- |
- |
- |
(413,409) |
99,069 |
(314,340) | |||||||||
Equity-settled share-based transactions | |||||||||||||||||
- charged for the period | - | - | 164,936 | - | - | - | - | 164,936 | |||||||||
- lapsed during the period | - | - | (78,958) | - | - | 78,958 | - | - | |||||||||
Balance at 30 September 2012 (unaudited) |
677,285 |
10,588,310 |
820,795 |
(105,561) |
3,456,928 |
(16,141,585) |
- |
(703,828) |
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2012
1 Basis of preparation
The interim consolidated financial statements incorporate the results of MoneySwap Plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group").
The interim consolidated financial statements of the Group have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and do not include all of the information required for full annual financial statements.
The interim consolidated financial statements are unaudited, do not constitute statutory accounts within the meaning of Gibraltar Companies (Accounts) Act 1999, and were approved by the Board of directors on 21 December 2012. The consolidated financial statements for the year ended 31 March 2012 were prepared under International Financial Reporting Standards ("IFRS"). The auditors reported on the financial statements. Their report was unqualified and included reference to a matter to which the auditors drew attention by way of emphasis without qualifying their report.
The preparation of interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing the interim consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that were applied to the consolidated financial statements as at and for the year ended 31 March 2012.
The accounting policies applied by the Group in the interim consolidated financial statements comply with each International Financial Reporting Standards that is mandatory for accounting for the six months ended 30 September 2012. These policies are consistent with those adopted in the Group's consolidated financial statements for the year ended 31 March 2012 and those which will be adopted in the Group's consolidated financial statements for the year ending 31 March 2013.
The principal risks and uncertainties of the Group have not changed since the last annual financial statements where a detailed explanation of such risks and uncertainties can be found.
2 Segmental information
In the opinion of the directors, the Group has three business lines as described below, which are managed separately as they require different strategies:
- Small and medium-sized entities ("SMEs")
- International remittance
- Prepaid cards ("PP cards")
For the Group's internal reporting process, operating performance for SMEs and International remittance are assessed together and therefore, their segmental results are combined.
The directors consider that it is neither possible nor meaningful to distinguish aggregate amortisation and depreciation, other administrative expenses and taxation between the business segments, nor segmental net assets and liabilities. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.
Six months | Six months | Year | ||||
ended | ended | ended | ||||
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | ||||
SMEs and International remittance | ||||||
Revenue | 12,328 | 17,373 | 30,927 | |||
Cost of sales | - | - | - | |||
Segmental gross profit | 12,328 | 17,373 | 30,927 | |||
Prepaid cards | ||||||
Revenue | 1,410 | - | 1,752,866 | |||
Cost of sales | (733) | - | (93,483) | |||
Segmental gross profit | 677 | - | 1,659,383 | |||
Provision for impairment loss on trade receivables | (1,752,866) | - | - | |||
Segmental net loss | (1,752,189) | |||||
Consolidated | ||||||
Revenue | 13,738 | 17,373 | 1,783,793 | |||
Cost of sales | (733) | - | (93,483) | |||
Gross profit | 13,005 | 17,373 | 1,690,310 | |||
Other income | 168 | 9,847 | 11,153 | |||
Amortisation | (59,432) | (59,737) | (117,633) | |||
Depreciation | (66,014) | (56,577) | (117,635) | |||
Provision for impairment loss on trade receivables | (1,752,866) | - | - | |||
Other administrative expenses | (2,243,577) | (3,127,232) | (6,376,053) | |||
Loss before taxation | (4,108,716) | (3,216,326) | (4,909,858) | |||
Taxation | (679) | (1,539) | (12,179) | |||
Loss for the period/year | (4,109,395) | (3,217,865) | (4,922,037) |
The Group is organised around two main geographical areas and a split of the geographical segments is as follows:
Europe | Asia-Pacific | Total | |||||
US$ | US$ | US$ | |||||
Segmental information for the six months ended 30 September 2012 |
| ||||||
Segmental revenue from external customers | - | 13,738 | 13,738 | ||||
Capital expenditure | - | 105,860 | 105,860 | ||||
Segmental total assets | 976,204 | 978,830 | 1,955,034 | ||||
Segmental information for the six months ended 30 September 2011 |
| ||||||
Segmental revenue from external customers | - | 17,373 | 17,373 | ||||
Capital expenditure | - | 55,533 | 55,533 | ||||
Segmental total assets | 604,836 | 4,226,687 | 4,831,523 | ||||
Europe | Asia-Pacific | Total | |||||
US$ | US$ | US$ | |||||
Segmental information for the year ended 31 March 2012 |
| ||||||
Segmental revenue from external customers | - | 1,783,793 | 1,783,793 | ||||
Capital expenditure | - | 76,025 | 76,025 | ||||
Segmental total assets | 915,571 | 3,715,010 | 4,630,581 | ||||
The major changes in segment assets during the period mainly relate to the provision for impairment loss made on the trade receivables and decrease in cash and cash equivalents as used in daily operations.
3 Other income
Six months | Six months | Year | ||||
ended | ended | ended | ||||
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | ||||
Bank interest income | 168 | 76 | 1,190 | |||
Government subsidy received | - | 9,771 | 9,864 | |||
Others | - | - | 99 | |||
168 | 9,847 | 11,153 |
4 Taxation
Taxation of the Company and its subsidiaries is recognised based on the rules and regulations of their respective countries of incorporation.
A deferred tax asset has not been recognised in respect of all tax losses available to carry forward against suitable future trading profits as the directors consider there is insufficient evidence that all the assets will be recovered. These assets can be recovered against suitable future trading profits.
5 Loss per share
Six months | Six months | Year | |||||
ended | ended | ended | |||||
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | |||||
US$ | US$ | US$ | |||||
Net loss attributable to ordinary shareholders | (4,074,168) | (3,123,730) | (4,731,782) | ||||
Weighted average number of ordinary shares | |||||||
Issued ordinary shares at beginning of the period/year | 420,870,655 | 275,307,513 | 275,307,513 | ||||
Effect of share allotments | - | 69,406,192 | 98,633,135 | ||||
Weighted average number of ordinary shares at end of the period/year |
420,870,655 |
344,713,705 |
373,940,648 | ||||
Basic and diluted loss per share (US Cents) | (0.97) | (0.91) | (1.27) |
Basic loss per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the period/year.
There are no dilutive potential ordinary shares as at 30 September 2012, 30 September 2011 and 31 March 2012 and thus, the diluted loss per share is the same as basic loss per share.
6 Property, plant and equipment
During the six months ended 30 September 2012, the Group acquired assets with a cost of approximately US$106,000 (six months ended 30 September 2011: US$56,000; year ended 31 March 2012: US$76,000).
7 Goodwill
The goodwill relates to the excess of consideration paid over the net assets acquired in MoneySwap Limited and MoneySwap FX Limited.
The goodwill is tested annually for impairment and the last goodwill impairment test was carried out as at 31 March 2012, where the recoverable amount of the cash-generating unit was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets prepared by the directors of the Company covering a five-year period and a discount rate of 13% and a growth rate of 2% from 2017 onwards. The discount rate is the average of selected comparable companies' weighted average cost of capital. Apart from the existing businesses, the cash flow projections take into account the planned future new businesses, which will largely depend on the same cash-generating unit, that are expected to go live in the year ending 31 March 2013.
As at 30 September 2012, the directors did not consider there to be any impairment in respect of the goodwill.
Movement in goodwill during the period/year is as follows:
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | ||||
Cost | ||||||
At 1 April | 566,328 | 567,889 | 567,889 | |||
Exchange realignment | 6,318 | (14,394) | (1,561) | |||
At 30 September/31 March | 572,646 | 553,495 | 566,328 |
8 Trade receivables
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | ||||
Trade debtors | 1,753,348 | - | 1,753,132 | |||
Less: Provision for impairment loss | (1,752,866) | - | - | |||
482 | - | 1,753,132 |
All trade receivables are denominated in US dollars and Philippine Peso which are due upon billing. The ageing of trade receivables at the reporting date that were not impaired was as follows:
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | ||||
Past due 1-30 days | 32 | - | 238 | |||
Past due 31-90 days | 450 | - | 1,752,894 | |||
482 | - | 1,753,132 |
Provision was made for the trade debtors that are long outstanding for more than half year. The directors consider that the carrying amount of trade receivables approximates to their fair value.
9 Capital and reserves
Share capital and share premium
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 |
| |||||||||||||||||
Number | Share | Share | Number | Share | Share | Number | Share | Share | ||||||||||||
of shares | capital | premium | of shares | capital | premium | of shares | capital | premium | ||||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||
Allotted, issued and fully paid, at £0.001 each | ||||||||||||||||||||
At beginning of the period/year |
420,870,655 |
677,285 |
10,588,310 |
275,307,513 |
441,424 |
3,628,694 |
275,307,513 |
441,424 |
3,628,694 | |||||||||||
Shares issued for acquisition of subsidiaries | - | - | - | 3,333,333 | 5,209 | - | 3,333,333 | 5,423 | - | |||||||||||
Shares issued for conversion of loans | - | - | - | 4,555,555 | 7,119 | 306,298 | 25,729,809 | 41,272 | 1,646,534 | |||||||||||
Shares issued for consultancy and employee services | - | - | - | 54,000,000 | 84,388 | 38,287 | 54,000,000 | 88,541 | 382,457 | |||||||||||
Shares issued for subscription | - | - | - | 62,500,000 | 97,672 | 4,658,704 | 62,500,000 | 100,625 | 4,930,625 | |||||||||||
At end of the period/year | 420,870,655 | 677,285 | 10,588,310 | 399,696,401 | 635,812 | 8,631,983 | 420,870,655 | 677,285 | 10,588,310 | |||||||||||
Dividends
The directors do not recommend the payment of a dividend for the six months ended 30 September 2012 (six months ended 30 September 2011: US$nil; year ended 31 March 2012: US$nil).
10 Share-based payments
Share benefit charges
Six months | Six months | Year | ||||
ended | ended | ended | ||||
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | ||||
US$ | US$ | US$ | ||||
Charges in respect of share options granted | 161,311 | 355,736 | 733,528 | |||
Charges in respect of shares granted | - | 128,692 | 470,998 | |||
Charge for the period/year | 161,311 | 484,428 | 1,204,526 |
Share options
On 17 May 2011, the Group adopted a share option scheme that entitles directors, employees, consultants and professional advisers to purchase shares in the Company.
The terms and conditions relating to the grants of share options are as follows, all options are to be settled by physical delivery of shares:
Date of grant | 12 August 2011 | 25 August 2011 | 18 October 2011 | |||
Options outstanding at 1 April 2012 | 19,800,000 | 5,088,767 | 4,200,000 | |||
Options granted during the period | - | - | - | |||
Options lapsed during the period | (4,700,000) | - | - | |||
Options outstanding at 30 September 2012 | 15,100,000 | 5,088,767 | 4,200,000 | |||
Exercise price | £0.03 - £0.05 | £0.03 - £0.05 | £0.05 | |||
Share price at date of grant | £0.05 | £0.05 | £0.0188 | |||
Contractual life (years) | 10 | 5 | 10 | |||
Vesting date | 12 February 2012 to 12 August 2014 | 31 August 2011 | 18 April 2013 to 18 October 2014 | |||
Settlement | Shares | Shares | Shares | |||
Expected volatility | 53.9% | 58.3% | 54.1% | |||
Expected option life at date of grant (years) | 10 | 5 | 10 | |||
Risk free interest rate | 2.87% | 1.51% | 2.59% | |||
Expected dividend yield | 0% | 0% | 0% | |||
Fair value per option at date of grant | £0.027 - £0.033 | £0.025 - £0.032 | £0.007 |
The fair value of the share options granted is measured using the Binomial Model. Valuation of the share options were based on the following conditions:
1. Share price at grant date for the share options granted on 12 August 2011 and 25 August 2011 is based on the subscription price of £0.05 when the Company was admitted to AIM on 31 August 2011.
2. Expected volatility is estimated based on the standard deviation of return on historical share price of selected comparable companies sourced from Bloomberg.
3. Risk free interest rate is based on the market yield of Sterling as of the grant date sourced from Bloomberg.
4. Expected dividend yield and annual departures are assumed to be 0%.
At 30 September 2012, 10,588,767 shares options were exercisable (30 September 2011: 5,088,767; 31 March 2011: 8,938,767).
4,700,000 of the share options were lapsed in April 2012 due to resignation of the grantees as employees of the Group.
11 Net cash outflow from operating activities
Six months | Six months | Year | |||||
ended | ended | ended | |||||
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | |||||
US$ | US$ | US$ | |||||
Loss before taxation | (4,108,716) | (3,216,326) | (4,909,858) | ||||
Foreign exchange translation differences | 56,122 | (251,285) | (28,058) | ||||
Depreciation and amortisation | 125,446 | 116,314 | 235,268 | ||||
Equity-settled share-based payment expenses | 161,311 | 355,736 | 733,528 | ||||
Loss on write-off of property, plant and equipment | - | 3,789 | 3,730 | ||||
Provision for impairment loss on trade receivables | 1,752,866 | - | - | ||||
Salaries and consultancy fees satisfied by issue of shares | - | 128,692 | 470,868 | ||||
(2,012,971) | (2,863,080) | (3,494,522) | |||||
Changes in working capital | |||||||
Trade receivables | (208) | - | (1,753,132) | ||||
Other receivables and prepayments | (17,714) | 319,304 | 290,536 | ||||
Trade and other payables | (44,470) | (121,430) | 412,812 | ||||
Income tax paid | (10,641) | - | (5,252) | ||||
Net cash outflow from operating activities | (2,086,004) | (2,665,206) | (4,549,558) |
12 Commitments
Capital commitments
At 30 September 2012, there were capital commitments of US$20,931 (30 September 2011: US$nil; 31 March 2012: US$20,904) that had been contracted but not provided for.
Operating lease commitments
At 30 September 2012, the Group had total future minimum lease payments under non-cancellable operating leases payable as follows:
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | |||||
US$ | US$ | US$ | |||||
Within one year | 104,886 | 354,819 | 246,442 | ||||
After one year but within five years | - | 44,374 | - | ||||
104,886 | 399,193 | 246,442 |
The Group is the lessee in respect of its office premises and staff quarters held under operating leases. The leases run for an initial period of two months to one year, with an option to renew the leases when all terms are renegotiated. The leases do not include contingent rentals.
13 Contingent liabilities
There were no contingent liabilities at 30 September 2012 (30 September 2011: US$nil; 31 March 2012: US$nil).
14 Investments in subsidiaries
The Company holds issued share capital of the following subsidiary undertakings:
Company Country of Held directly Class Percentage
incorporation or indirectly holding
Money Swap Holdings Limited Hong Kong Directly Ordinary 100%
MoneySwap Payment Solution Corp. # Philippines Directly Ordinary 100%
MoneySwap Limited United Kingdom Indirectly Ordinary 100%
MoneySwap FX Limited United Kingdom Indirectly Ordinary 100%
MoneySwap Cyprus Limited Cyprus Indirectly Ordinary 100%
MS Customer Services Limited Taiwan Indirectly Ordinary 100%
Money Swap Exchange Limited Hong Kong Indirectly Ordinary 100%
MS Services Center Limited Hong Kong Indirectly Ordinary 100%
Money Swap Financial E-Service Peoples'
(Shanghai) Co., Limited # Republic of China Indirectly Ordinary 100%
# Reporting date for these subsidiaries is 31 December, different from the Group due to local statutory requirements.
In May 2012, approval was obtained from the local government bureau of the Peoples' Republic of China for the acquisition by Money Swap Holdings Limited of the remaining 40% equity interest in Money Swap Financial E-Service (Shanghai) Co., Limited. Money Swap Financial E-Service (Shanghai) Co., Limited is now a wholly owned subsidiary of Money Swap Holdings Limited. As a result, non-controlling interest is derecognised and there is a transfer within equity as follows:
US$ | |||||
Consideration paid | 314,340 | ||||
Less: Non-controlling interest as at date of acquisition | (99,069) | ||||
413,409 |
The acquisition contributed loss before tax to the Group of approximately US$71,000 for the period between the date of acquisition and 30 September 2012.
15 Related party transactions
Related parties comprise mainly companies which are controlled or significantly influenced by the Group's key management personnel and their close family members.
Group
Six months | Six months | Year | |||||
ended | ended | ended | |||||
30 Sep 2012 | 30 Sep 2011 | 31 Mar 2012 | |||||
Note | US$ | US$ | US$ | ||||
Loans received from Power Capital Forex Management Limited | (a) | 350,000 | - | - | |||
Loans received from Power Capital Exchange Corp. | - | 1,489,254 | 1,489,254 | ||||
Value of shares issued to Power Capital Exchange Corp. for conversion of loans | - | - | 1,687,806 | ||||
Value of shares issued for consultancy services | - | 404,846 | 404,846 | ||||
Value of shares issued for employee services | - | 25,000 | 25,000 | ||||
Charges in respect of share options granted to directors and employees |
(b) |
131,977 |
107,508 |
461,520 |
(a) During the period, Power Capital Forex Management Ltd., in which Kung-Min Lin, the Group's Chairman, has an interest and his brother is a director and major shareholder, loaned US$350,000 to the Group. Loan agreements were signed detailing the terms on which the amounts were loaned. The loans bear interest at 5% per annum, have no fixed repayment terms and are repayable at the Group's discretion.
(b) On 12 August 2011 and 18 October 2011, the Company granted options over 24,000,000 ordinary shares to the Group's directors, employees and consultant, exercisable for half to ten years at £0.03 to £0.05 per ordinary share.
16 Ultimate controlling party
As at 30 September 2012, the Group had no controlling party.
17 Post balance sheet events
On 15 November 2012, the Group acquired a subsidiary in Australia, MoneySwap Australia Pty. Ltd., which was set up by an ex-employee under the Group's instruction.
In December 2012, the Group issued 10% convertible loan note of US$350,000 to an independent investor. At maturity, the holder of the two-year note has an option to convert the loan to shares of the Company, with conversion price based on the average closing market price in the preceding ten business days, less 10% discount.
Subsequent to the period end, the Group received loans of US$235,000 and US$200,000 from a related company and an individual third party respectively. The loans bear interest at 5% per annum, have no fixed repayment terms and are repayable at the Group's discretion.
Related Shares:
SWAP.L