18th Sep 2017 07:00
The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR'). Upon the publication of this announcement via a Regulatory Information Service ('RIS'), this inside information is now considered to be in the public domain.
18 September 2017 |
MayAir Group plc
('MayAir' or the 'Group')
Interim Results
MayAir Group plc (AIM: MAYA.L), a leading specialist provider of air purification technology, announces its interim results for the six months ended 30 June 2017 (the 'period').
OPERATIONAL HIGHLIGHTS
· | Strong performance in H1-2017 from all core divisions, with overall revenue up 79% to US$34 million (H1-2016: US$19 million) |
· | Industrial sales increased 96% to US$21 million which included the US$9.74 million Tianma Project |
· | Recurring revenue from replacement sales increased by 38% to US$7.3 million (H1-2016: US$5.3million) |
· | Completion of new 38,500m2 factory in Nanjing, China scheduled for Q4-2017 to provide increased long-term production capacity |
· | End markets, both China and internationally, continue to offer considerable opportunity for growth |
· | Post period end, MayAir secured a US$13.6 million Industrial sales contract with CEC Panda |
FINANCIAL HIGHLIGHTS
| Unaudited H1 2017 (US$ million) | Unaudited H1 2016 (US$ million) | Audited FY 2016 (US$ million) | Change % |
Revenue | 34.0 | 19.0 | 65.6 | 79% |
Gross Profit | 10.3 | 7.0 | 20.3 | 47% |
Operating Profit | 2.9 | 1.5 | 6.2 | 93% |
EBITDA | 3.3 | 2.0 | 7.2 | 65% |
Profit After Tax | 2.3 | 1.3 | 4.4 | 77% |
EPS - Basic (US$ cent) | 4.75 | 2.53 | 9.00 | 88% |
Gross Margin | 30 | 37 | 31 | (18)% |
Net Cash | 5.7 | 16.2 | 20.5 | |
Net Assets | 52.3 | 47.7 | 49.2 |
Yap Wee Keong, Chief Executive Officer of MayAir Group, said: "Trading in the first half of the current financial year has been good. Whilst it remains early in the second half of the financial year, the Board remains confident that the Group's results for the full year will be in line with current market expectations.
"We are excited that our new factory in Nanjing, China will soon be complete, allowing us to meet growing demand in our chosen markets. The new factory has been designed to meet higher standard requirements, cope with higher volume of inventory and will improve the efficiency of our inventory management and distribution to improve margins.
"The market drivers underpinning MayAir's business model remain and this has been demonstrated with the growing demand for our products. The Board maintains its resolve to pursue growth by focusing on continually improving our products, retaining our competitiveness and exploiting strategic opportunities across the Group."
For further information:
MayAir Group plc | |
Yap Wee Keong, Chief Executive Officer | Tel: +60 3 8961 2908 |
Koh Tat Seng, Chief Financial Officer | www.mayairgroup.com |
Allenby Capital Limited (Nominated Adviser) | Tel: +44 (0) 20 3328 5656 |
David Hart / James Reeve | www.allenbycapital.com |
Cantor Fitzgerald Europe (Broker) | Tel: +44 (0) 20 7894 7000 |
Andrew Craig / Richard Salmond | www.cantor.com |
Media enquiries: | |
Buchanan | |
Henry Harrison-Topham / Victoria Hayns / Gemma Mostyn-Owen | Tel: +44 (0) 20 7466 5000 |
www.buchanan.uk.com |
About MayAir
Notes to Editors
Founded in 2001, MayAir Group is a leading specialist provider of air purification technology for use in industrial cleanrooms, commercial buildings and residential markets. The Group's core business is in providing air filtering equipment and filters for use in industrial cleanrooms, an area in which MayAir has established itself as a leading provider in China. MayAir's customers comprise large multinational and domestic manufacturers. In recent years, MayAir has strategically grown and established itself as key player in the indoor clean air solutions for the commercial markets in China. Key flagship commercial projects include providing solutions for airport terminals, convention centers, subways, offices and schools. MayAir was admitted to trading on AIM in May 2015 with the ticker MAYA.L. For additional information please visit: www.mayairgroup.com
Operational Review
MayAir's overall strategy is to become a leading global provider of clean air solutions with a focus on developing new geographic segments and revenue streams. Our end markets, both in China and internationally, continue to offer considerable opportunity for growth. Continuous efforts are being made to develop the MayAir brand across Asia and globally, as well as expanding our production capabilities to improve margins with a larger and more modern manufacturing facility.
Market Growth
MayAir's strategy is to focus on benefiting from the high growth in the Chinese market in parallel with its intention to foster international expansion. The strong performance in H1-2017 was a result of a solid contribution from all core divisions - industrial, commercial, replacement and residential. The Group's new factory in Nanjing, which will soon be completed, will support the Company's future growth and provide significant increased long-term production capacity.
Industrial sales
MayAir's customers for its industrial clean air solutions consist primarily of businesses that require cleanrooms as part of their own manufacturing processes, including technology companies, semiconductor manufacturers, pharmaceutical companies, hospitals and food & beverage businesses.
During H1-2017, industrial market sales increased by 96% to US$21.5 million (H1-2016: US$11.0 million), accounting for 64% of Group revenues for the period (H1-2016: 58%). This significant jump in revenues was due primarily to the recognition of the Tianma Project during the period, which amounted to US$9.74 million. Gross margin contribution from Industrial sales in H1-2017 was lower at 23% (H1-2016: 29%). This was largely due to increased competition from key established competitors as well as rising competition from new market entrants. The market outlook for the industrial sector remains positive as investment in high technology related industries is expected to continue, particularly in China and some emerging nations in Asia.
Commercial sales
In the commercial market, MayAir provides clean air solutions for venues such as commercial office buildings, airports, subways, hotels, exhibition centres and schools.
Commercial sales contributed 14% of Group revenue in H1-2017 (H1-2016: 12%) and generated revenues totaling US$4.7 million (H1-2016: US$2.4 million), an increase of 94%. The growth from the commercial sector remains very positive and as a result of this growth, many new players have entered the marketplace. MayAir plans to further strengthen its brand and product positioning to manage rising competition and is confident of maintaining its market position. Gross margin contribution from commercial sales in H1-2017 was steady at 45% (H1-2016: 45%).
Replacement sales
MayAir's strategy is to provide long term, stable, recurring income by growing its replacement sales.
During H1-2017, MayAir saw encouraging levels of revenue growth in replacement sales of 38% to US$7.3 million (H1-2016: US$5.3million). The replacement division contributed 21% of the Group revenue in H1-2017 (28% in H1-2016). Gross margin contribution from replacement sales in H1-2017 was lower at 43% (H1-2016: 49%), largely due to a more aggressive pricing strategy being adopted in order to be competitive in gaining new customers and to drive growth.
Residential sales
MayAir expects residential sales to account for a relatively small proportion of the Group's revenue - in H1-2017 it accounted for 1% of Group revenues. H1-2017 revenues, whilst small, increased 34% to US$0.4 million (H1-2016: US$0.3 million). Gross margin contribution from Residential sales in H1-2017 was lower at 29% (H1-2016: 43%).
Production Capacity Expansion
The construction of the new factory in Nanjing, which will provide MayAir with increased production capacity, has progressed well in H1-2017 and remains within budget. The anticipated target date for completion and occupancy is within the early part of Q4-2017. This new 38,500m2 manufacturing facility will double the size of our manufacturing base and replace a leased facility. The Board anticipates that the additional space in the new factory will provide a number of benefits to the Group, including increased facilities for research and new product development.
Financial Review
Group revenue for H1-2017 was US$34 million (H1-2016: US$19 million). Gross profit margin of 30.2% was lower than the comparative period (H1-2016: 36.8%). This decrease in gross margin was mainly due to increased competition in industrial sales from key established competitors as well as rising competition from new market entrants and, in replacement sales, a more aggressive pricing strategy had to be adopted in order to be competitive in gaining new customers to drive growth.
In H1-2017, operating expenses increased by 29% to US$7.65 million (H1-2016: US$5.92 million). Selling and distribution expenses increased to US$4.34 million (H1-2016: US$3.26 million) representing an increase of US$1.08 million or 33%. Administrative expenses increased to US$3.31 million (H1-2016: US$2.66 million), representing an increase of US$0.65 million or 24%. The increase across both these categories has been due mainly to salaries and staff related costs, including an increased headcount to support our growth.
The Group's effective tax rate for H1-2017 was higher at 17.6% compared to previous period as H1-2016 benefit from deferred tax assets of certain subsidiaries. The Group recorded earnings per share of 4.68 US$ cents in H1-2017, on a fully diluted basis (H1-2016: 2.53 US$ cents).
Total cash decreased by US$3.3 million to US$17.2 million as at 30 June 2017, of which US$8.5 million was held in fixed deposits. The net cash position after debt as at 30 June 2017 is lower at US$5.7 million compared to US$16.2 million as at 30 June 2016. The Group's current cash position is a result of increased drawdown of banking facilities to finance the construction of the new factory and operational working capital needs.
Trading Outlook
The Group has made good progress in the first half of the current financial year. Post the period end, MayAir announced on 3 August 2017 that Industrial sales had secured a US$13.6 million contract to supply Chengdu CEC Panda Display Technology Co Limited with fan filtration units, filters and related clean room equipment. This was an excellent start to H2-2017 and whilst it remains early in the second half of the financial year, the Board remains confident that the Group's results for the full year will be in line with current market expectations.
The Group is particularly excited about the completion of a larger and modern factory, which will enhance MayAir's effectiveness and provide additional strategic opportunities. MayAir will continue to focus on building its pipeline to fuel long term success, delivering sustainable revenue and earnings growth.
Yap Wee Keong
Chief Executive Officer
18 September 2017
Condensed Consolidated Statements of Comprehensive Income
For the six months ended 30 June 2017
Unaudited 6 months 30 June 2017 | Unaudited 6 months 30 June 2016 | AuditedYear ended31 December 2016 | |||||||
Note | USD'000 | USD'000 | USD'000 | ||||||
Revenue | 9 | 33,948 | 19,006 | 65,602 | |||||
Cost of sales | (23,684) | (12,008) | (45,292) | ||||||
Gross profit | 10,264 | 6,998 | 20,310 | ||||||
Other income | 277 | 432 | 200 | ||||||
Selling and distribution expenses | (4,339) | (3,259) | (8,267) | ||||||
Administrative expenses | (3,314) | (2,662) | (6,007) | ||||||
Operating profit | 2,888 | 1,509 | 6,236 | ||||||
Finance costs | (74) | (113) | (294) | ||||||
Profit before taxation | 2,814 | 1,396 | 5,942 | ||||||
Income tax expense | 13 | (495) | (149) | (1,549) | |||||
Profit after taxation | 2,319 | 1,247 | 4,393 | ||||||
Other comprehensive income | |||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
| ||||||||
Foreign currency translation differences | 733 | (830) | (1,271) | ||||||
Total comprehensive income for the period | 3,052 | 417 | 3,122 | ||||||
Profit after taxation attributable to:- | |||||||||
Equity holders of the parent | 1,876 | 1,011 | 3,577 | ||||||
Non-controlling interests | 443 | 236 | 816 | ||||||
2,319 | 1,247 | 4,393 | |||||||
Total comprehensive income attributable to:- |
| ||||||||
Equity holders of the parent | 2,692 | 587 | 2,326 | ||||||
Non-controlling interests | 360 | (170) | 796 | ||||||
3,052 | 417 | 3,122 | |||||||
Earnings per share for profit attributable to equity holders of the Company |
| ||||||||
Basic earnings per share (USD, cents) | 14 | 4.75 | 2.53 | 9.00 | |||||
Diluted earnings per share (USD, cents) | 14 | 4.68 | 2.53 | 9.00 | |||||
Condensed Consolidated Statements of Financial Position
As at 30 June 2017
| Unaudited As at 30 June 2017 | Unaudited As at 30 June 2016 | Audited As at 31 December 2016 | |||
Note | USD'000 | USD'000 | USD'000 | |||
Non-current assets | ||||||
Intangible assets | 8 | 9 | 8 | |||
Plant and equipment | 2,455 | 2,487 | 2,583 | |||
Construction in progress | 4,044 | 206 | 1,326 | |||
Land use rights | 2,995 | 3,121 | 2,954 | |||
Goodwill on consolidation | 250 | 267 | 240 | |||
Trade receivables | 4,362 | 4,005 | 3,141 | |||
Deferred tax assets | 103 | 236 | 101 | |||
14,217 | 10,331 | 10,353 | ||||
Current assets | ||||||
Inventories | 12,479 | 7,583 | 7,985 | |||
Amount due from contract customers | 2,830 | 596 | 7,572 | |||
Trade receivables | 34,887 | 21,172 | 34,976 | |||
Other receivables, deposit and prepayment | 5,496 | 5,076 | 3,675 | |||
Fixed deposits with licensed banks | 15 | 8,511 | 14,747 | 8,957 | ||
Cash and bank balances | 15 | 8,641 | 5,731 | 11,493 | ||
72,844 | 54,905 | 74,658 | ||||
Total Assets | 87,061 | 65,236 | 85,011 | |||
Non-current liabilities | ||||||
Hire purchase payables | 42 | 74 | 54 | |||
Borrowings | 2,931 | - | 773 | |||
2,973 | 74 | 827 | ||||
Current liabilities | ||||||
Trade payables | 18,025 | 9,564 | 22,241 | |||
Other payables and accruals | 5,044 | 3,292 | 6,894 | |||
Borrowings | 20 | 8,525 | 4,213 | 5,318 | ||
Hire purchase payables | 28 | 31 | 27 | |||
Income tax payable | 141 | 361 | 490 | |||
31,763 | 17,461 | 34,970 | ||||
Equity | ||||||
Capital and reserves | 46,506 | 43,208 | 43,755 | |||
Non-controlling interest | 5,819 | 4,493 | 5,459 | |||
52,325 | 47,701 | 49,214 | ||||
Total Equity and Liabilities | 87,061 | 65,236 | 85,011 | |||
Condensed Consolidated Statements of Changes in Equity
For the six months ended 30 June 2017
< ----------- Non-distributable ---------- > | Distributable | |||||||||||||
Stated capital account |
Treasury stock |
Merger reserves | Capital reserves | Foreign exchange translation reserves | Retained profits | Equity attributable to owners of the subsidiaries | Non-controlling interests | Total equity |
| |||||
USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 |
| |||||
| ||||||||||||||
Balance at 1 January 2017 | 39,090 | (473) | (16,303) | 2,670 | (2,520) | 21,291 | 43,755 | 5,459 | 49,214 |
| ||||
| ||||||||||||||
| ||||||||||||||
| ||||||||||||||
Profit after taxation for the financial period | - | - | - | - | - | 1,876 | 1,876 | 443 | 2,319 |
| ||||
| ||||||||||||||
Other comprehensive income for the financial period: |
| |||||||||||||
- Foreign currency translation differences | - | - | - | - | 816 | - | 816 | (83) | 733 |
| ||||
| ||||||||||||||
| ||||||||||||||
Total comprehensive income for the financial period | - | - | - | - | 816 | 1,876 | 2,692 | 360 | 3,052 |
| ||||
| ||||||||||||||
Transfer to capital reserves | - | - | - | 337 | - | (278) | 59 | - | 59 |
| ||||
| ||||||||||||||
| ||||||||||||||
Balance at 30 June 2017 and brought forward at 1 July 2017 |
39,090 |
(473) |
(16,303) |
3,007 |
(1,704) |
22,889 |
46,506 |
5,819 |
52,325 |
| ||||
| ||||||||||||||
| ||||||||||||||
Note 16 | Note 18 | Note 19 |
| |||||||||||
Condensed Consolidated Statements of Changes in Equity (Cont'd)
For the six months ended 30 June 2016
< --------- Non-distributable -------- > | Distributable |
| |||||||||
Stated capital account |
Merger reserves | Capital reserves | Foreign exchange translation reserves | Retained profits | Equity attributable to owners of the subsidiaries | Non-controlling interests | Total equity | ||||
USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | ||||
Balance at 1 January 2016 | 39,090 | (16,303) | 2,181 | (1,269) | 18,923 | 42,622 | 4,663 | 47,285 | |||
Profit after taxation for the financial period | - | - | - | - | 1,011 | 1,011 | 236 | 1,247 | |||
Other comprehensive income for the financial period: | |||||||||||
- Foreign currency translation differences | - | - | - | (424) | - | (424) | (406) | (830) | |||
Total comprehensive income for the financial period | - | - | - | (424) | 1,011 | 587 | (170) | 417 | |||
Transfer to capital reserves | - | - | 164 | - | (165) | (1) | - | (1) | |||
Balance at 30 June 2016 and brought forward at 1 July 2016 |
39,090 |
(16,303) |
2,345 |
(1,693) |
19,769 |
43,208 |
4,493 |
47,701 | |||
Note 16 | Note 19 | ||||||||||
Condensed Consolidated Statements of Changes in Equity
Audited for the financial year ended 31 December 2016
< ----------- Non-distributable ---------- > | Distributable | |||||||||||||
Stated capital account |
Treasury stock |
Merger reserves | Capital reserves | Foreign exchange translation reserves | Retained profits | Equity attributable to owners of the subsidiaries | Non-controlling interests | Total equity |
| |||||
USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 | USD' 000 |
| |||||
| ||||||||||||||
Balance at 1 January 2016 | 39,090 | - | (16,303) | 2,181 | (1,269) | 18,923 | 42,622 | 4,663 | 47,285 |
| ||||
| ||||||||||||||
| ||||||||||||||
| ||||||||||||||
Profit after taxation for the financial year | - | - | - | - | - | 3,577 | 3,577 | 816 | 4,393 |
| ||||
| ||||||||||||||
Other comprehensive income for the financial year: |
| |||||||||||||
- Foreign currency translation differences | - | - | - | - | (1,251) | - | (1,251) | (20) | (1,271) |
| ||||
| ||||||||||||||
| ||||||||||||||
Total comprehensive income for the financial year | - | - | - | - | (1,251) | 3,577 | 2,326 | 796 | 3,122 |
| ||||
| ||||||||||||||
Capitalisation of profits of a subsidiary | - | (782) | (782) | - | (782) |
| ||||||||
| ||||||||||||||
Share buyback | (473) | - | (473) | - | (473) |
| ||||||||
| ||||||||||||||
Transfer to capital reserves | - | - | - | 489 | - | (427) | 62 | - | 62 |
| ||||
| ||||||||||||||
| ||||||||||||||
Balance at 31 December 2016 and brought forward at 1 January 2017 |
39,090 |
(473) |
(16,303) |
2,670 |
(2,520) |
21,291 |
43,755 |
5,459 |
49,214 |
| ||||
| ||||||||||||||
| ||||||||||||||
Note 16 | Note 18 | Note 19 |
| |||||||||||
Condensed Consolidated Statements of Cash Flows
For the six months ended 30 June 2017
Unaudited 6 months 30 June 2017 USD' 000 | Unaudited 6 months 30 June 2016 USD' 000 |
Audited Year ended 31 December 2016 USD' 000 | |
Cash flow (used in)/from operating activities | |||
Profit for the period before taxation | 2,814 | 1,396 | 5,942 |
Adjustment for: | |||
Accretion of long term receivables | - | 97 | 246 |
Allowance of impairment losses | 8 | 9 | 147 |
Amortisation of intangible assets | 1 | 1 | 1 |
Amortisation of land use rights | 31 | 33 | 64 |
Depreciation of plant and equipment | 340 | 474 | 861 |
Interest expense | 148 | 100 | 230 |
Plant and equipment written off | - | - | 5 |
Gain on disposal of plant and equipment | - | - | (12) |
Write-down of inventories | - | - | 48 |
Unrealised (gain)/ loss on foreign exchange | (30) | (358) | 245 |
Interest income | (85) | (70) | (139) |
Write back of allowance for Impairment losses | - | - | (93) |
Operating cash flows before movements in working capital | 3,227 | 1,682 | 7,545 |
Decrease/(Increase) in amount due from contract customers | 4,742 | 2,144 | (4,832) |
Increase in inventories | (4,494) | (1,978) | (2,428) |
(Increase)/Decrease in trade and other receivables | (2,920) | 1,197 | (10,970) |
(Decrease)/Increase in trade and other payables | (6,066) | 11 | 16,286 |
Cash (used in)/from operating activities | (5,511) | 3,056 | 5,601 |
Interest paid | (148) | (100) | (230) |
Income tax paid | (844) | (880) | (2,025) |
Net cash (used in)/from operating activities | (6,503) | 2,076 | 3,346 |
Cash flows used in investing activities | |||
Purchase of plant and equipment | (150) | (73) | (791) |
Construction in progress | (2,656) | (206) | (1,303) |
Proceeds from disposal of plant and equipment | 4 | - | 23 |
Capitalisation of profits of a subsidiary | - | - | (782) |
Interest received | 85 | 70 | 139 |
Net cash used in investing activities | (2,717) | (209) | (2,714) |
Condensed Consolidated Statements of Cash Flows (Cont'd) For the six months ended 30 June 2017 |
| |||||||
| ||||||||
Unaudited 6 months 30 June 2017 USD' 000 | Unaudited 6 months 30 June 2016 USD' 000 | Audited Year ended 31 December 2016 USD' 000 | ||||||
Cash flows from/(used in) financing activities | ||||||||
Drawdown of borrowings | 5,595 | 1,984 | 9,356 | |||||
Repayment of borrowings | (438) | (1,984) | (7,206) | |||||
Repayment of hire purchase payables | (15) | (19) | (29) | |||||
Purchase of treasury stock | - | - | (473) | |||||
Net cash from/(used in) financing activities | 5,142 | (19) | 1,648 | |||||
Effects of foreign exchange translation | 780 | (729) | (1,189) | |||||
Net (decrease)/increase in cash and cash equivalents | (3,298) | 1,119 | 1,091 | |||||
Cash and equivalent at beginning of period | 20,450 | 19,359 | 19,359 | |||||
Cash and equivalent at end of period | 15 | 17,152 | 20,478 | 20,450 | ||||
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NOTES TO THE CONDENSED INTERIM FINANCIAL INFORMATION
For the six months ended 30 June 2017
1. GENERAL INFORMATION
MayAir Group plc (the "Company" or the "Group") was incorporated as a public limited company in Jersey with its registered office at 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands. The Company has its primary listing on the AIM market of the London Stock Exchange. The Company's nature of operations is to act as the holding company of a group of subsidiaries that are involved in production, marketing and distribution of clean air products and equipment and provision of related services.
The condensed consolidated interim financial report has been prepared on a historical cost basis, with the fair value method being used if it is relevant.
The directors do not recommend the payment of an interim dividend.
This condensed interim financial report was approved by the Board of Directors for issue on 15 September 2017.
2. ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The condensed unaudited interim financial statements for the six months ended 30 June 2017 have been prepared in accordance with IAS 34, "Interim Financial Reporting" and historical costs basis. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at the year ended 31 December 2016. The results for the period ended 30 June 2017 are unaudited.
The condensed unaudited consolidated financial statements for the period ended 30 June 2017 have adopted accounting policies consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2016.
In accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, in developing an appropriate accounting policy for the group reconstruction in which the Company became the holding company of the Group , the Directors considered the pronouncements of other standard setting bodies and specifically looked to accounting principles generally accepted in the United Kingdom ("UK GAAP") for guidance (FRS 6 - Acquisitions and Mergers) which does not conflict with IFRS and reflects the economic substance of the transaction.
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not yet been adopted by the EU.
The condensed unaudited consolidated financial statements for the period ended 30 June 2017 have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.
The condensed unaudited consolidated financial statements for the period ended 30 June 2017 are presented in United States Dollar ("USD"), which is the presentation currency for the consolidated annual financial statements. All financial information presented in USD has been recorded to the nearest thousand.
2. ACCOUNTING POLICIES (CONT'D)
2.2 BASIS OF CONSOLIDATION
The condensed unaudited consolidated financial information for the period ended 30 June 2017 includes the financial information of the subsidiaries made up to the end of the reporting periods. The consolidated financial information includes the assets and liabilities of the MayAir Group plc Employee Benefit Trust ("EBT") within its Statement of Financial Position. In the event of the winding up of the Company, neither the shareholders nor creditors would be entitled to the assets of the EBT. The cost of ordinary shares held by the EBT is deducted from shareholders' funds and classified as 'Own Shares' until such time as they vest unconditionally to participating employees. At 30 June 2017 the EBT held 2,554,650 ordinary shares in the Company at a cost of USD nil.
3. SEASONAL OR CYCLICAL FACTORS
There are no significant seasonal factors that materially affect the operations of any company in the Group.
4. ITEMS OF AN UNUSUAL NATURE
There were no unusual items affecting assets, liabilities, equity, net income or cash flows due to their nature, size or incidence for the financial period ended 30 June 2017.
5. SIGNIFICANT EVENTS
There were no significant events during the current financial period under reviewed.
6. MATERIAL CHANGES IN ACCOUNTING ESTIMATES
The preparation of the unaudited interim financial report 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 expenses for the current and its corresponding financial period under review. Actual results may differ from these estimates.
In preparing the unaudited interim financial report, the significant judgements made by the management in applying the Group's accounting policies and the sources of estimates uncertainty were consistent as to those applied to the 2016 audited financial statements.
There were no changes in estimates of amounts of the Group that may have a material effect on the financial period ended 30 June 2017.
7. ISSUANCE AND/ OR REPAYMENT OF DEBT AND EQUITY INSTRUMENTS
There was no issuance, repurchase and/ or repayment of debt and equity instruments for the financial period ended 30 June 2017 except for subsequent share buy-back programme as referred to in Note 18 of this report.
8. DIVIDENDS
No interim dividend was recommended by the directors in respect of the financial period under review.
9. OPERATING SEGMENTS
Operating segments are prepared in a manner consistent with the internal reporting provided to management as its chief operating decision maker in order to allocate resources to segments and to assess their performance.
Information on business segments is not presented as the Group operates mainly in production, marketing and distribution of clean air products and equipment and provision of related services, and 96% of its assets are situated in, and 96% of its revenues are derived from, operations in the People's Republic of China.
Geographical Segments
The analysis of the Group's revenue by geographical segments based on customers' locations is as follows:-
Unaudited 6 months ended 30 June 2017 |
Unaudited 6 months ended 30 June 2016 |
Audited Year ended 31 December 2016 | ||||
USD'000 | USD'000 | USD'000 |
| |||
| ||||||
PRC | 32,605 | 18,430 | 62,372 |
| ||
Others | 1,343 | 576 | 3,230 |
| ||
| ||||||
33,948 | 19,006 | 65,602 |
| |||
|
Non-Current Operating Assets
|
Unaudited 6 months ended 30 June 2017 |
Unaudited 6 months ended 30 June 2016 |
Audited Year ended 31 December 2016 | |||
USD'000 | USD'000 | USD'000 |
| |||
| ||||||
PRC | 12,308 | 9,644 | 9,834 |
| ||
Others | 505 | 687 | 519 |
| ||
| ||||||
12,813 | 10,331 | 10,353 |
| |||
|
10. SUBSEQUENT EVENTS
There were no significant events subsequent to the end of the current financial period up to the date of this report that have not been reflected in the interim financial report for the current period under review except as below:
(a) On 21 July 2017, MayAir Manufacturing (M) Sdn. Bhd. ("MAMM") a wholly-owned subsidiary of the Company entered into a conditional sale and purchase agreement to purchase a unit of leasehold land with an existing industrial premises located in Bandar Teknologi Kajang, Selangor, Malaysia with a land area measuring approximately 4667.64 square metres for a total consideration of RM8,550,000.00 (Ringgit Malaysia: Eight Million Five Hundred and Fifty Thousand Only); and
(b) On 5 July 2017 MayAir Technology (China) Co., Ltd. ("MAT"), a 83.38% owned subsidiary of the Company completed a joint venture with Aeropro Filter Industrial (Shanghai) Co., Ltd. ("Aeropro") to jointly undertake related research and development, production and sales of air filter media materials. The joint venture company is named "Nanjing MayAir Filter Technology Co., Ltd." ("MFT"). MAT and Aeropro each own 50% of MFT and MFT has a registered capital of RMB2 million of which RMB1 million has been injected.
11. CHANGES IN CONTINGENT LIABILITIES AND CONTINGENT ASSETS
There were no major contingent liabilities and contingent assets that had arisen during the interim financial period ended 30 June 2017.
12. CAPITAL COMMITMENTS
Unaudited 6 months ended 30 June 2017 | Unaudited 6 months ended 30 June 2016 | Audited Year ended 31 December 2016 |
| ||||||
| USD' 000 | USD' 000 | USD' 000 | ||||||
| Property, plant and equipment | ||||||||
| Authorised but not contracted for | 32,037 | 37,388 | 31,723 | |||||
| |||||||||
13. TAXATION
The taxation charge for the period is based on management's best estimate of the Group's weighted average annual tax rate (at its prevailing tax legislation) expected for the full financial year.
The Group's operation in the PRC continues to benefit from a concessionary corporate tax rate of 15% under the "Hi-Technology Industry Incentive" granted by the State Revenue Department of Jiangsu, profits from which would otherwise be taxed at the standard corporate tax rate of 25% (30 June 2016 and 31 December 2016: 25%).
14. EARNINGS PER SHARE
The calculation of basic and diluted earnings per ordinary share at 30 June 2017 was based on the profit attributable to the equity holders of the Company and a weighted average number of ordinary shares outstanding as follows:
Unaudited 6 months ended 30 June 2017 |
Unaudited 6 months ended 30 June 2016 |
Audited Year ended 31 December 2016 | ||||
USD'000 | USD' 000 | USD'000 |
| |||
| ||||||
Profit after taxation | 2,319 | 1,247 | 4,393 |
| ||
Less: Net income attributable to non- controlling interests |
(443) |
(236)
|
(816)
|
| ||
| ||||||
Net income attributable to equity holders of the parent | 1,876 | 1,011 | 3,577 |
| ||
| ||||||
| ||||||
Earnings per share - Basic (USD, cents) | 4.75 | 2.53 | 9.00 |
| ||
Earnings per share - Diluted (USD, cents) | 4.68 | 2.53 | 9.00 |
| ||
| ||||||
Weighted average shares outstanding: |
| |||||
Basic | 39,520 | 39,920 | 39,775 |
| ||
Diluted | 40,084 | 39,920 | 39,775 |
|
The basic EPS were computed by dividing the Group attributable profit to equity holders of the Company by the weighted average number of ordinary shares in issue (net of treasury shares and EBT).
The diluted EPS were computed by dividing the Group attributable profit to equity holders of the Company by the weighted average number of ordinary shares in issue (net of treasury shares), adjusted for the dilutive effects of potential ordinary shares, i.e. EBT granted pursuant to the Plan Rule as established by the Company in 2015 (Note 16 and Note 17).
15. CASH AND BANK BALANCES
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:-
Unaudited 6 months ended 30 June 2017 |
Unaudited 6 months ended 30 June 2016 |
Audited Year ended 31 December 2016 |
| ||||||
| USD' 000 | USD' 000 | USD' 000 | ||||||
| Fixed deposits with licensed banks | 8,511 | 14,747 | 8,957 | |||||
| Cash and bank balances | 8,641 | 5,731 | 11,493 | |||||
| |||||||||
| Cash and cash equivalents | 17,152 | 20,478 | 20,450 | |||||
| |||||||||
15. CASH AND BANK BALANCES (Cont'd)
The Chinese Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Group is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorised to conduct foreign exchange business.
The cash and bank balances of the Group in the PRC amounting to USD8,203,000 (30 June 2016 - USD4,614,000; 31 December 2016 - USD9,963,000) are subject to exchange control restrictions.
16. STATED CAPITAL ACCOUNT
The Company 6 months ended 30 June 2017 | ||||
No. of shares | USD'000 | |||
Issued and Fully Paid-Up | ||||
1 January 2017/ 30 June 2017 | 42,475,000 | 39,090 | ||
The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at meetings of the Company.
The consolidated financial information includes the assets and liabilities of the MayAir Group Plc's Employee Benefit Trust ("EBT'') within its Statement of Financial Position. In the event of the winding up of the Company, neither the shareholders nor creditors would be entitled to the assets of the EBT. The cost of ordinary shares held by the EBT is deducted from shareholders' funds and classified as 'Own Shares' until such time as they vest unconditionally to participating employees. At 30 June 2017, the EBT held 2,554,650 (31 December 2016/ 30 June 2016 - 2,554,650) ordinary shares in the Company at a cost of $nil and no shares has been awarded to any employees.
On admission to AIM in May 2015, the Company granted warrants to its professional advisers to subscribe for 212,375 new Ordinary Shares at £1.30 at any time up to the tenth anniversary of admission. The fair value of the services received in consideration for the issue of the warrants was measured at the date of grant was approximately US$192,000. A charge of US$192,000 was recognised in equity in the year ended 31 December 2015 within stated capital with an equivalent increase in stated capital.
17. EMPLOYEE BENEFIT TRUST
In 2015 the Company established the EBT and adopted the Plan Rules, the purpose of which is to motivate and reward key senior employees and executives and to do so in a manner that aligns their interest with that of the shareholders. At the inception of the EBT a total of 2,554,650 ordinary shares in the Company were deposited by certain founder shareholders of the Company at $nil cost to the Company.
During the financial period, the Company awarded 2,175,000 ordinary shares to its eligible employees.
Description/ Period | Unaudited 6 months ended 30 June 2017 | Unaudited 6 months ended 30 June 2016 | Audited Year ended 31 December 2016 |
Number of shares in the EBT at the beginning of period |
2,554,650 |
2,554,650 |
2,554,650 |
Awarded | 2,175,000 | - | - |
Vested | - | - | - |
Awarded Not Vested | 2,175,000 | - | - |
18. TREASURY STOCK
At 30 June 2017 the Company had, as part of a repurchase programme, repurchased 514,500 ordinary shares at an aggregate cost of US$472,681 (£372,705) under this programme. The reasons for the repurchase programme were set out in an announcement made by the Company through RNS on 5 August 2016 in relation to the commencement of Share Buy-Back Programme.
All of the shares acquired under these programmes were held as treasury shares. The number of treasury shares held at 30 June 2017 was 514,500 (30 June 2016: nil; 31 December 2016: 514,500), representing 1.21% of the issued share capital excluding treasury shares.
As at 30 June 2017, the total number of shares issued is 42,475,000 (Note 16) of which 514,500 shares are held in treasury. The number of shares with voting rights is therefore 41,960,500.
19. MERGER RESERVE
Accounting for group reorganisations is scoped out of IFRS 3. Accordingly, as required under IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors the Group referred to current UK GAAP to assist its judgement in identifying a suitable accounting policy to apply in accounting for the group reorganisation in which the Company became the holding company of the Group. The introduction of the new holding company has been accounted for as a capital reorganisation using the merger accounting principles prescribed under current UK GAAP. Therefore the consolidated financial statements of MayAir Group Plc are presented as if MayAir Group Plc had always been the holding company for the Group.
The use of merger accounting principles has resulted in a balance on Group capital and reserves that has been classified as a merger reserve and included in shareholders' funds. The consolidated interim financial report includes the results of the Company and all its subsidiary undertakings made up to the same accounting date.
20. borrowings
Unaudited 6 months ended 30 June 2017 |
Unaudited 6 months ended 30 June 2016 |
Audited Year ended 31 December 2016 | ||||
USD'000 | USD'000 | USD'000 | ||||
Short-term borrowings | 8,525 | 4,213 | 5,318 | |||
Long-term borrowings | 2,931 | - | 773 | |||
11,456 | 4,213 | 6,091 | ||||
The short term borrowings bore interest ranging from 4.785% to 5.60% (30 June 2016 - 4.35% to 6.72%, 31 December 2016 - 5.22% to 5.46%) per annum at the end of the interim financial period.
The long-term borrowings have a tenure of 5 years, bore effective interest rate of 5.46% at the end of the reporting period, and is repayable through quarterly instalments of RMB1,000,000 commencing on the 12th month from the date of first drawdown until 21st month. The remaining balance is to be repaid through quarterly instalments of RMB2,000,000 commencing on the 24th month from the date of first drawdown until 57th month with a final instalment of RMB12,000,000 on the 60th month. The long-term borrowing is secured by way of:-
(a) A charge over a parcel of land and construction in progress; and
(b) A corporate guarantee of the ultimate holding company.
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MayAir Group