TIDMHEIQ

RNS Number : 6246R

HeiQ PLC

30 October 2023

30 October 2023

HeiQ Plc

("HeiQ" or "the Company")

Half year results for the period ended 30 June 2023

HeiQ Plc (LSE:HEIQ), a leading company in materials innovation and hygiene technologies, announces its interim results for the period ending 30 June 2023 ("H1 2023").

These results are published concurrently with the Company's final results for the full year ended 31 December 2022 ("FY 22").

Restoration of Trading:

As detailed in the FY 22 results, upon uploading the Annual Report 2022 to the National Storage Mechanism, expected to be completed today, the Company will make an immediate request to the FCA for the Company's Ordinary Shares to be restored to trading on the Main Market of the London Stock Exchange as soon as practicable thereafter. A further announcement will be made confirming the exact time and date of resumption of trading.

Financial Overview:

   --      Revenue reduced by 26% to US$20.5 million (H1 2022 restated*: US$27.6 million) 
   --      Gross profit margin of 40.9% (H1 2022 restated*: 41.5% in H1 2022) 
   --      Adjusted EBITDA of US-$3.6 million (H1 2022 restated*: US$0.7 million) 
   --      Operating loss of US-$6.0 million (H1 2022 restated*: US-$1.6 million) 
   --      Loss after taxation of US$-6.5 million (H1 2022 restated*: profit of US-$1.9 million) 
   --      Cash balance as at 30 June 2023 of US$7.3 million 

* Details on restatements of prior year financial information are disclosed in Note 2 of t he Consolidated Financial Statements.

Operational Overview:

Trading conditions for the markets of our commercialized product range continued to be challenging during H1 2023 and, as highlighted in detail in our Full Year results for the 12 months to 31 December 2022, the Company took decisive steps to reduce its cost base and reorganize the business to maintain its innovation and differentiation capabilities during the period under review. With costs reduced and operations adapted in light of the challenging headwinds our entire industry is facing, the Company expects H2 2023 trading to stabilize.

Post Period:

The Company is closely monitoring the market and is ready to take further cost reduction action, should it need to. We continue to add value to our high potential key innovation initiatives through focused investment, to position ourselves for when the macro-economic difficulties abate.

While the Board considers the Company has adequate resources, it is in discussions with financial institutions to replace the currently uncommitted credit facilities by committed, long-term facilities.

Equity analyst and shareholder presentations:

Following the resumption of trading in its ordinary shares the Company will announce registration details for two live presentations. These presentations will cover today's results and will be held separately for both equity analysts and investors.

For further information, please contact:

 
 HeiQ Plc 
  Carlo Centonze (CEO)                       +41 56 250 68 50 
 Cavendish Securities Plc (Broker)           +44 (0) 207 397 
  Stephen Keys / Callum Davidson              8900 
                                            ------------------ 
 SEC Newgate (Media Enquiries)               +44 (0) 20 3757 
  Elisabeth Cowell / Tom Carnegie / Molly     6882 
  Gretton                                     HeiQ@s ecnewgate 
                                              .co.uk 
                                            ------------------ 
 

About HeiQ

HeiQ is a Swiss-based international company that innovates pioneering and differentiating materials in partnership with established global brands. We bridge the academic and commercial worlds to conceive performance-enhancing materials and technologies, working with aligned brands to research, manufacture and bring products to market, aiming for lab to consumer in months. Our goal is to improve the lives of billions by innovating the materials that go into everyday products, making them more hygienic, comfortable, protective, and sustainable.

Our strong IP portfolio positions us as an innovation leader for niche, premium and high-margin products in the textile chemicals, man-made fibers, paints and coatings, antimicrobial plastics, probiotics and household cleaner markets. We have also expanded into healthcare facilities, probiotic cleaning, and hygiene coatings markets to help make hospitals and healthcare environments more hygienic.

We have developed over 200 technologies in partnership with 300 major brands. With a substantial research and development pipeline, including key technology development projects HeiQ AeoniQ, HeiQ ECOS, HeiQ GrapheneX, and HeiQ Synbio, HeiQ aims to deliver shareholder value through sales growth and entry into new lucrative markets through disruptive innovation and M&A.

We have built a strong reputation for ESG & sustainable innovation, having won multiple awards including the Swiss Technology Award twice and the Swiss Environmental Award. Under experienced leadership, we are committed to driving our profit in close connection with people and the planet. For more information, please visit www.heiq.com .

Chairwoman's Statement

Due to the delay in the publication of the audited annual accounts 2022, these interim financial statements 2023 are published at the same time as the annual accounts 2022.

While further details on trading and HeiQ's performance in H1 2023 can be found in the CEO Statement in the annual report 2022, I provide a short synopsis here for our investors.

Trading conditions for the markets of our commercialized product range continued to be challenging during H1 2023 and, as highlighted in detail in our Full Year results for the 12 months to December 31, 2022, we took focused steps to reduce our cost base and reorganize the business during the period under review.

We believe that the actions taken since the start of the year mean we will be better positioned to manage the challenging macro-economic environment, while continuing to build value in our core innovations to preserve our ability to deliver when the market demand turns.

Financial Review

 
Results                                                       Six months to  Six months to    Year ended 
                                                                   June 30,       June 30,  December 31, 
                                                                       2023           2022          2022 
                                                                    US$'000        US$'000       US$'000 
                                                                               (restated*) 
------------------------------------------------------------  -------------  -------------  ------------ 
Revenue                                                              20,500         27,558        47,202 
Cost of sales                                                      (12,110)       (16,127)      (33,745) 
Gross profit                                                          8,390         11,431        13,457 
Other income                                                            946          2,748         4,832 
Selling and general administrative expenses                        (14,263)       (14,016)      (30,969) 
Impairment loss on intangible assets                                      -              -      (11,651) 
Impairment loss on property, plant & equipment                            -              -         (730) 
Other expenses                                                      (1,075)        (1,735)       (4,184) 
------------------------------------------------------------  -------------  -------------  ------------ 
Operating loss                                                      (6,002)        (1,572)      (29,245) 
Depreciation of property, plant and equipment                           710            644         1,282 
Amortization of intangible assets                                     1,069            666         1,435 
Depreciation of right-of-use assets                                     479            497           938 
Impairment losses and write-offs                                          -              -        13,278 
Share options and rights granted to Directors and employees             132            486           138 
Adjusted EBITDA                                                     (3,612)            721      (12,174) 
EBITDA Margin (adjusted)                                            (17.6%)           2.6%       (25.8%) 
------------------------------------------------------------  -------------  -------------  ------------ 
 

*The results have been restated in the comparative period as described in Note 2 to the consolidated financial statements.

Revenues

Total revenues in H1 2023 decreased by 26% to US$20.5 million (H1 2022: US$ 27.6 million) driven by weak demand across the markets in which we operate.

Gross margin

Gross margin slightly decreased from 41.5% in H1 2022 to 40.9% in H1 2023, driven primarily by overcapacity in the markets which resulted in price pressure.

Selling & general administration costs "SG&A"

SG&A costs grew by 1.7% to US$14.3 million in H1 2023 compared to the previous year (H1 2022: US$14.0 million). The Company implemented various cost reduction measures during the period and expects to see the full benefit of the measures materialize in H2 2023. Cost saving measures have included a reduction of FTE's as well as re-location of functions/FTE's to locations with lower employer costs per FTE.

Liquidity as of 30 June 2023 & Going Concern Assessment

As of June 30, 2023, the Company reports a cash balance of US$7.3 million (December 31, 2022: US$8.5 million). To manage its cash balance, the Group has access to credit facilities totalling CHF9.0 million (approximately US$9.8 million as of September 30, 2023). The credit facilities are in place with two different banks and both contracts have materially the same conditions. The facilities are not limited in time, can be terminated by either party at any time and allow overdrafts and fixed cash advances with a duration of up to twelve months.

As of September 30, 2023, the Group has drawn CHF6.3 million of the facilities (CHF2.4 million as of December 31, 2022) (see Note 2 for details including maturity dates). The facilities are not committed, but the Board has not received any indication from financing partners that facilities are at risk of being terminated. Furthermore, the Board is in discussions with financial institutions to replace the currently uncommitted credit facilities by committed, long-term facilities, but the outcome of these discussions remains uncertain.

The Group's directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and operate within its credit facilities for the period 12 months from date of signature. Nevertheless, the Board acknowledges the uncommitted status of the facilities which could be terminated requiring the refinancing of debts, and which casts material uncertainty on the going concern assessment until appropriate longer-term funding is in place. Further disclosures on the going concern assessment are made in the notes to the financial statements.

Principal risks and uncertainties

The Group has an established, structured approach to identifying and assessing the impact of financial and operational risks on its business. The principal risks and uncertainties for the remainder of the financial year are not expected to change materially from those included on pages 38 to 42 of the Annual Report and Accounts 2022. The risks identified relate to the following areas: Delivery on growth strategy; Increase in competition; Geographical risks; IP protection and first mover advantage; Regulatory risks; Reputational risks and failure to build brand equity; Innovation pipeline; Supply chain disruptions; Personnel/Workforce; Interruption of IT system operations; Liquidity risk; currency risks; Product liability. Further information in relation to the Group's financial position and going concern is included in note 2.

Outlook

With our costs reduced and operations adapted in light of the challenging headwinds our entire industry is facing, we expect H2 2023 trading to stabilize. We are closely monitoring the market and are ready to take further cost reducing action, should we need to. We continue to add value to our high potential key innovation initiatives through focused investment, to position ourselves for when the macro-economic difficulties abate.

I would like to end my statement by thanking our investors, team, advisors and customers for their support during what has been a very challenging period for the company.

Esther Dale-Kolb

Chairwoman

October 26, 2023

Condensed consolidated statement of profit and loss and other comprehensive income

For the six months ended June 30, 2023

 
                                                                      Six months to  Six months to    Year ended 
                                                                           June 30,       June 30,  December 31, 
                                                                               2023           2022          2022 
                                                               Note         US$'000        US$'000       US$'000 
                                                                                       (restated*) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Revenue                                                           5          20,500         27,558        47,202 
Cost of sales                                                     7        (12,110)       (16,127)      (33,745) 
Gross profit                                                                  8,390         11,431        13,457 
Other income                                                      8             946          2,748         4,832 
Selling and general administrative expenses                       9        (14,263)       (14,016)      (30,969) 
Impairment loss on intangible assets                             16               -              -      (11,651) 
Impairment loss on property, plant & equipment                   17               -              -         (730) 
Other expenses                                                   11         (1,075)        (1,735)       (4,184) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Operating loss                                                              (6,002)        (1,572)      (29,245) 
Finance income                                                   12               5            442           683 
Finance costs                                                    13           (384)          (524)       (1,273) 
Loss before taxation                                                        (6,381)        (1,654)      (29,835) 
Income tax                                                       14           (146)          (254)            21 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Loss after taxation                                                         (6,527)        (1,908)      (29,814) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
 
Other comprehensive income: 
Exchange differences on translation of foreign operations                       429        (1,090)       (1,914) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Items that may be reclassified to profit or loss in 
 subsequent periods                                                             429        (1,090)       (1,914) 
Actuarial gains/(losses) from defined benefit pension plans                       -              -         1,380 
Income tax relating to items that will not be reclassified 
 subsequently to profit or loss                                                   -              -         (276) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Items that will not be reclassified to profit or loss in 
 subsequent periods                                                               -              -         1,104 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Other comprehensive income (loss) for the year                                  429        (1,090)         (810) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
 
Total comprehensive loss for the year                                       (6,098)        (2,998)      (30,624) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
 
Loss attributable to: 
Equity holders of HeiQ                                                      (6,436)        (1,705)      (29,251) 
Non-controlling interests                                                      (91)          (203)         (563) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
                                                                            (6,527)        (1,908)      (29,814) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
 
  Total Comprehensive loss attributable to: 
Equity holders of the Company                                               (6,007)        (2,795)      (30,061) 
Non-controlling interests                                                      (91)          (203)         (563) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
                                                                            (6,098)        (2,998)      (30,624) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
Loss per share: 
Basic (cents) **                                                             (4.58)         (1.29)       (21.92) 
-------------------------------------------------------------  ----   -------------  -------------  ------------ 
 

*The consolidated statement of profit and loss and other comprehensive income has been restated in the comparative period as described in Note 2.

**The effect of share options is anti-dilutive and therefore not disclosed.

Condensed consolidated statement of financial position

As at June 30, 2023

 
                                                        As at         As at           As at 
                                                     June 30,      June 30,    December 31, 
                                                         2023          2022            2022 
                                             Note     US$'000       US$'000         US$'000 
                                                                (restated*) 
 ASSETS 
 Intangible assets                             16      21,672        32,766          20,442 
 Property, plant and equipment                 17       8,944         6,823           9,802 
 Right-of-use assets                           18       8,355         8,163           7,819 
 Deferred tax assets                           28         579         1,510             538 
 Other non-current assets                      19         182           153             137 
------------------------------------------  -----  ----------  ------------  -------------- 
 Non-current assets                                    39,732        49,415          38,738 
------------------------------------------  -----  ----------  ------------  -------------- 
 Inventories                                   20      14,406        16,184          13,168 
 Trade receivables                             21       8,256        18,118           6,487 
 Other receivables and prepayments             22       4,231         2,022           4,262 
 Cash and cash equivalents                              7,274         9,488           8,488 
------------------------------------------  -----  ----------  ------------  -------------- 
 Current assets                                        34,167        45,812          32,405 
------------------------------------------  -----  ----------  ------------  -------------- 
 Total assets                                          73,899        95,227          71,143 
------------------------------------------  -----  ----------  ------------  -------------- 
 
 EQUITY AND LIABILITIES 
 Issued share capital and share premium        24     206,246       200,606         205,874 
 Other reserves                                26   (127,456)     (127,862)       (128,017) 
 Retained deficit                                    (45,902)      (10,775)        (39,466) 
 Equity attributable to HeiQ shareholders              32,888        61,969          38,391 
 Non-controlling interests                              1,857         2,087           1,948 
------------------------------------------  -----  ----------  ------------  -------------- 
 Total equity                                          34,745        64,056          40,339 
------------------------------------------  -----  ----------  ------------  -------------- 
 Lease liabilities                                      7,089         7,148           6,558 
 Long-term borrowings                          27       1,866         1,561           1,445 
 Deferred tax liability                        28       1,337         2,144           1,253 
 Other non-current liabilities                 29       5,772         7,593           4,714 
------------------------------------------  -----  ----------  ------------  -------------- 
 Total non-current liabilities                         16,064        18,446          13,970 
------------------------------------------  -----  ----------  ------------  -------------- 
 Trade and other payables                      30       8,653         6,959           5,322 
 Accrued liabilities                           31       3,692         2,178           4,978 
 Income tax liability                          14         243           111             314 
 Deferred revenue                              32       1,365           672           1,285 
 Short-term borrowings                         27       7,471         1,583           2,893 
 Lease liabilities                                      1,121         1,130           1,264 
 Other current liabilities                     34         545            92             778 
------------------------------------------  -----  ----------  ------------  -------------- 
 Total current liabilities                             23,090        12,725          16,834 
------------------------------------------  -----  ----------  ------------  -------------- 
 Total liabilities                                     39,154        31,171          30,804 
------------------------------------------  -----  ----------  ------------  -------------- 
 Total equity and liabilities                          73,899        95,227          71,143 
------------------------------------------  -----  ----------  ------------  -------------- 
 

*The comparative period of the consolidated statement financial position has been added this year because it was restated as described in Note 2.

The Notes form an integral part of these Condensed Consolidated Financial Statements. The Financial Statements were approved and authorized for issue by the Board of Directors on October 26, 2023 and signed on its behalf by:

Xaver Hangartner

Chief Financial Officer

Condensed consolidated statement of changes in equity

For the six months ended June 30, 2023

 
 
                                                                                 Equity 
                          Issued share                                     attributable 
                           capital and                         Retained         to HeiQ  Non-controlling 
                         share premium  Other reserves          deficit    shareholders        interests  Total equity 
                  Note         US$'000         US$'000          US$'000         US$'000          US$'000       US$'000 
Balance at 
 January 1, 2022               195,714       (127,195)         (11,525)          56,994            2,541        59,535 
Loss after 
 taxation                            -               -         (29,251)        (29,251)            (563)      (29,814) 
Other 
 comprehensive 
 (loss)/income                       -           (810)                -           (810)                -         (810) 
Total 
 comprehensive 
 (loss)/income 
 for the year                        -           (810)         (29,251)        (30,061)            (563)      (30,624) 
----------------  ----  --------------  --------------  ---------------  --------------  ---------------  ------------ 
Issuance of 
 shares             24          10,160               -                -          10,160                -        10,160 
Share-based 
 payment charges    26               -            (12)                -            (12)                -          (12) 
Dividends paid 
 to minority 
 shareholders       26               -               -                -               -            (243)         (243) 
Capital 
 contributions 
 from minority 
 shareholders                        -               -                -               -              764           764 
Adjustments 
 arising from 
 change in 
 non-controlling 
 interests                           -               -          (2,445)         (2,445)            (616)       (3,061) 
Transfer on 
 disposal of 
 non-controlling 
 interest                            -               -            3,755           3,755               65         3,820 
Transactions 
 with owners                    10,160            (12)            1,310          11,458             (30)        11,428 
Balance at 
 December 31, 
 2022                          205,874       (128,017)         (39,466)          38,391            1,948        40,339 
----------------  ----  --------------  --------------  ---------------  --------------  ---------------  ------------ 
 
Loss after 
 taxation                            -               -          (6,436)         (6,436)             (91)       (6,527) 
Other 
 comprehensive 
 (loss)/income                       -             429                -             429                -           429 
Total 
 comprehensive 
 (loss)/income 
 for the year                        -             429          (6,436)         (6,007)             (91)       (6,098) 
----------------  ----  --------------  --------------  ---------------  --------------  ---------------  ------------ 
Issuance of 
 shares             24             372               -                -             372                -           372 
Share-based 
 payment charges    26               -             132                -             132                -           132 
Transactions 
 with owners                       372             132                -             504                -           504 
Balance at June 
 30, 2023                      206,246       (127,456)         (45,902)          32,888            1,857        34,745 
----------------  ----  --------------  --------------  ---------------  --------------  ---------------  ------------ 
 

Condensed consolidated statement of cash flows

For the six months ended June 30, 2023

 
                                                                     Six months to   Six months to          Year ended 
                                                                     June 30, 2023   June 30, 2022   December 31, 2022 
                                                              Note         US$'000         US$'000             US$'000 
                                                                                       (Restated*) 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Cash flows from operating activities 
 Loss before taxation                                                      (6,381)         (1,654)            (29,835) 
 Cash flow from operations reconciliation: 
 Depreciation and amortization                               16-18           2,258           1,807               3,655 
 Impairment expense                                             11               -               -              12,380 
 Net loss on disposal of assets                                                 17               3                 (5) 
 Write-off of intangible assets                                 11              14               -                 897 
 Fair value gain on derivative liability                         8           (248)               -               (371) 
 Finance costs                                                                 217             124                 273 
 Finance income                                                                (5)             (1)                 (2) 
 Pension expense                                                                43             117                 247 
 Non-cash equity compensation                                   25             132             486                 138 
 Gain from lease modification                                                  (9)            (68)                (68) 
 Other costs paid in shares                                     24               -               -                 235 
 Currency translation                                                        (594)           (684)                (61) 
 Working capital adjustments: 
 (Increase)/decrease in inventories                             37         (1,238)         (2,414)                 602 
 Decrease/(Increase) in trade and other receivables             37         (1,617)         (1,608)               7,783 
 (Decrease)/Increase in trade and other payables                37           3,118           2,448               2,543 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Cash used in operations                                                   (4,293)         (1,444)             (1,589) 
 Taxes paid                                                     14           (506)           (529)               (870) 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Net cash used in operating activities                                     (4,799)         (1,973)             (2,459) 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Cash flows from investing activities 
 Consideration for acquisition of businesses                    37               -         (1,587)             (1,587) 
 Cash assumed in asset acquisition                              37               2               -                  65 
 Purchase of property, plant and equipment                      17           (584)         (1,060)             (3,418) 
 Proceeds from the disposal of property, plant and 
  equipment                                                                    815              37                  53 
 Development and acquisition of intangible assets               16           (665)         (1,946)             (3,865) 
 Interest received                                                               5               1                   2 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Net cash used in investing activities                                       (427)         (4,555)             (8,750) 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Cash flows from financing activities 
 Interest paid on borrowings                                                 (122)            (42)               (110) 
 Repayment of leases                                                         (614)           (452)               (992) 
 Interest paid on leases                                                      (95)            (82)               (163) 
 Proceeds from disposals of minority interests                                   -           2,459               4,792 
 Proceeds from borrowings                                       27           4,998             823               3,465 
 Repayment of borrowings                                        27           (265)           (197)               (904) 
 Dividends paid to minority shareholders                        26               -           (243)               (243) 
 Net cash from financing activities                                          3,902           2,266               5,845 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Net decrease in cash and cash equivalents                                 (1,324)         (4,262)             (5,364) 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Cash and cash equivalents - beginning of the year                           8,488          14,560              14,560 
 Effects of exchange rate changes on the balance of cash 
  held in foreign currencies                                                   110           (810)               (708) 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 Cash and cash equivalents - end of the year                                 7,274           9,488               8,488 
----------------------------------------------------------  ------  --------------  --------------  ------------------ 
 

* The consolidated statement of cash flows has been restated for the comparative period as described in Note 2.

Notes to the Condensed Consolidated Financial Statements for the six months ended June 30, 2023

   1.      General information 

HeiQ Plc (the Company) is a company limited by shares incorporated and registered in the United Kingdom. Its ultimate controlling party is HeiQ Plc. The address of the Company's registered office is 5th Floor, 15 Whitehall, London, SW1A 2DD.

These financial statements are presented in United States Dollars (US$) which is the presentation currency of the Group, and all values are rounded to the nearest thousand dollars except where otherwise indicated.

   2.      Basis of preparation and measurement 

Basis of preparation

The unaudited condensed consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34 "Interim Financial Reporting" (IAS 34). Other than as noted below, the accounting policies applied by the Group in the preparation of these interim financial statements are the same as those set out in the Company's audited financial statements for the year ended December 31, 2022. These financial statements have been prepared under the historical cost convention except for certain financial and equity instruments that have been measured at fair value.

These condensed financial statements do not include all of 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 Company's financial position and performance since the audited financial statements for the year ended December 31, 2022.

Statutory accounts for the year ended December 31, 2022 have been filed with the Registrar of Companies in October 2023 and the auditor's report was unqualified, did not contain any statement under Section 498(2) or 498(3) of the Companies Act 2006, and contained a matter (material uncertainty in regards to the going concern assumption) to which the auditors drew attention without qualifying their report.

The condensed interim financial statements are unaudited and have not been reviewed by the auditors and were approved by the Board of Directors on October 26, 2023.

Going concern

The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realization of the assets and the settlement of liabilities in the normal course of business.

To manage its cash balance, the Group has access to credit facilities totalling CHF9.0 million (approximately US$9.8 million as of September 30, 2023). The credit facilities are in place with two different banks but with materially the same conditions. The facilities are not limited in time, can be terminated by either party at any time and allow overdrafts and fixed cash advances with a duration of up to twelve months. In case one or the other party terminates the agreement, fixed cash advances become due upon their defined maturity date. The facilities do not contain financial covenants, but they do require the delivery of certain financial and operational information within a defined timeframe after the balance sheet date. As the publication of audited accounts for the year 2022 was delayed, the Company was not able to submit these accounts within the contractually defined timeframe but has received extensions to do so from both banks until October 31, 2023.

As of September 30, 2023, the Group has drawn CHF6.3 million of the facilities (CHF2.4 million as December 31, 2022) as follows:

 
 Term / Maturity date            CHF 
----------------------  ------------ 
 November 27, 2023       4.5 million 
 June 17, 2024           0.8 million 
 September 30, 2024      1.0 million 
 

The Group's forecasts and projections for the next 12 months reflect the very challenging trading environment and show that the Group should be able to operate within the level of its current facility for at least 12 months from the date of signature of these financial statements if the facility drawdowns remain available. While the facilities are not committed, the Board has not received any indication from financing partners that the facilities are at risk of being terminated. Furthermore, the Board is in discussions with financial institutions to replace the currently uncommitted credit facilities by committed, long-term facilities, but the outcome of these discussions remains uncertain.

Nevertheless, the Board acknowledges the uncommitted status of the facilities which could be terminated without notice during the forecast period requiring the refinancing of debts as per above maturity date indicates that a material uncertainty exists that may cast significant doubt on the Group's and Parent Company's ability to continue as a going concern, and therefore the Group may not be able to realize its assets and discharge its liabilities in the normal course of business.

After considering the forecasts, sensitivities, and mitigating actions available to management and having regard to the risks and uncertainties to which the Group is exposed (including the material uncertainty referred to above), the Group's directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and operate within its credit facilities for the period 12 months from date of signature. Accordingly, the financial statements continue to be prepared on a going concern basis.

Basis of consolidation

The Condensed Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries. Business combinations are accounted for under the acquisition method.

Restatement of prior period errors

As explained in Note 2 of the 2022 statutory accounts, several errors were corrected which affected the years ended December 31 2022 and December 31 2021. These corrections led to the following restatements of the June 30, 2022 accounts:

Overstatement of lease assets and liabilities: Similarly to the correction as per December 31, 2021, mainly balance sheet accounts were affected by the restatement. Right-of-use assets and lease liabilities were derecognized, and some payables were reclassified to loans.

PPA Chrisal: Accounting for 51% of intangible assets acquired instead of 100%: The correction of the error led to an increase in intangible assets as disclosed in the restated 2021 accounts, however, with the higher base amount amortization for the six months ended June 30, 2022 is also higher for the period which is reflected in an overall smaller adjustment to the balance sheet.

Correcting revenue recognition of take-or-pay contracts: The correction of the revenue recognition in years prior to 2022, led to smaller balances of trade receivable and accrued liabilities being carried forward to the June 2022 accounts.

Goodwill impairment Chrisal CGU and RAS CGU: The intangible asset balance brought forward to June 2022 has been reduced by the goodwill impairment posted in the 2021 accounts.

Correcting revenue recognition of R&D services: Revenues amounting to $2 million for R&D services were incorrectly recognized in the 2022 interim statements. During the audit of 2022 financial statements, it was found that the Group's performance obligations relating to a research and development project had not been fulfilled and that revenue recognition in relation to milestones was not appropriate. A further US$3.3 million of deferred revenue has been reclassified to long-term as a consequence of this change in accounting policy.

The effect of the restatements on the six months ended June 30, 2022 is shown in the following tables:

Consolidated statement of financial position

June 30, 2022

 
                                 Restatement   Restatement                               Restatement 
                            As       Revenue      Goodwill   Restatement   Restatement           R&D 
 US$'000             presented   recognition    impairment       Leasing   PPA Chrisal      revenues       As Restated 
-----------------  -----------  ------------  ------------  ------------  ------------  ------------  ---------------- 
 Assets 
 Intangible 
  assets                33,448             -       (2,310)             -         1,628             -            32,766 
 Right-of-use 
  assets                 9,114             -             -         (951)             -             -             8,163 
 Deferred tax 
  assets                   874             -             -             -             -             -             1,510 
 Trade 
  receivables           21,512       (3,394)             -             -             -             -            18,118 
 Other 
  receivables and 
  prepayments            5,143       (3,121)             -             -             -             -             2,022 
 Total Assets          102,739       (5,879)       (2,310)         (951)         1,628             -            95,227 
 
 Capital and 
 reserves 
 Retained deficit      (2,249)       (3,957)       (2,310)             3         (262)       (2,000)   10,775 (10,775) 
 Non-controlling 
  interests                601             -             -             3         1,483             -             2,087 
 Total Equity           71,096       (3,957)       (2,310)             6         1,221       (2,000)            64,056 
 
 Liabilities 
 Leases 
  (non-current)          7,977             -             -         (829)             -             -             7,148 
 Long-term 
  borrowings               668             -             -           893             -             -             1,561 
 Deferred tax 
  liability              1,737             -             -             -           407             -             2,144 
 Other 
  non-current 
  liabilities            2,293             -             -             -             -         5,300             7,593 
 Trade and other 
  payables               7,928             -             -         (969)             -             -             6,959 
 Accrued 
  liabilities            4,100       (1,922)             -             -             -             -             2,178 
 Deferred revenue        3,972             -             -             -             -       (3,300)               672 
 Short-term 
  borrowings             1,503             -             -            80             -             -             1,583 
 Leases (current)        1,262             -             -         (132)             -             -             1,130 
 Total 
  Liabilities           31,643       (1,922)             -         (957)           407             -            31,171 
 

Consolidated statement of comprehensive income

June 30, 2022

 
                                   Restatement   Restatement                                 Restatement 
                                       Revenue      Goodwill    Restatement    Restatement           R&D 
 US$'000            As presented   recognition    impairment        Leasing    PPA Chrisal      revenues   As Restated 
-----------------  -------------  ------------  ------------  -------------  -------------  ------------  ------------ 
 Net result for 
 the period 
 Revenue                  30,280         (722)             -              -              -       (2,000)      (27,558) 
 Selling and 
  general 
  administration 
  expense               (13,878)             -             -            (7)          (131)             -      (14,016) 
 Finance costs             (537)             -             -             13              -             -         (524) 
 Income tax                (287)             -             -              -             33             -         (254) 
 Income (loss) 
  after taxation             906         (722)             -              6           (98)       (2,000)      (1,654)) 
 Income (loss) 
  after taxation 
  attributable to 
  HeiQ 
  Stockholders             1,112         (722)             -              3           (98)       (2,000)       (1,705) 
 Income after 
  taxation 
  attributable to 
  non-controlling 
  interest                 (206)             -             -              3              -             -         (203) 
 Income (loss) 
  after taxation             906         (722)             -              6           (98)       (2,000)       (1,908) 
 

Earnings per share

June 30, 2022

 
                                 Restatement    Restatement 
                                     Revenue       Goodwill    Restatement    Restatement    Restatement 
 US$'000         As presented    recognition     impairment        Leasing    PPA Chrisal   R&D revenues   As Restated 
--------------  -------------  -------------  -------------  -------------  -------------  -------------  ------------ 
 Basic 
  earnings 
  (loss) per 
  share                  0.84         (0.55)              -              -         (0.07)         (1.51)        (1.29) 
 

New standards, interpretations and amendments not yet effective for the current period

The following new standards and amendments were effective for the first time in these financial statements but did not have a material effect on the Group:

   --      Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); 
   --      Classification of Liabilities as Current or Non-current (Amendments to IAS 1); 
   --      Definition of Accounting Estimates (Amendments to IAS 8); and 

-- Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).

   3.      Significant accounting policies 

The Company has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2022 financial statements.

New and amended standards and Interpretations issued by the IASB that will apply for the first time in the next annual financial statements are not expected to impact the Group as they are either not relevant to the Group's activities or require accounting which is consistent with the Group's current accounting policies.

Use of estimates and judgements

There have been no material revisions to the nature and amounts of estimates of amounts reported in prior periods.

   4.      Significant events and transactions 

Acquisition of Tarn Pure

On January 12, 2023, HeiQ Plc, completed the acquisition of the entire issued share capital of Tarn-Pure Holdings Ltd ("Tarn-Pure"). Tarn-Pure is a UK-based intellectual property company holding critical EU and UK regulatory registrations to sell elemental copper and elemental silver for use in disinfecting hygiene applications. To acquire Tarn-Pure, HeiQ paid the vendors GBP530,000 (approximately US$621,000) in cash with an additional GBP317,000 (approximately US$372,000) satisfied through the issuance of 455,435 new ordinary shares of 30p each in the Company (the "Consideration Shares"), issued at a price of 69.6p per share resulting in a total consideration of GBP847,000 (approximately US$993,000). The purchase price allocation has not been finalized yet and is subject to possible changes in valuation of the assets acquired. it will be completed in the 2023 annual report.

The following table provides an overview of the preliminary purchase price allocation. It summarizes the consideration paid, the fair value of assets acquired, liabilities assumed, and goodwill arising on acquisition at the acquisition date.

 
 Preliminary purchase price allocation           US$'000 
 Consideration: 
 Cash paid to shareholders                           621 
 Shares issued to shareholders                       372 
----------------------------------------------  -------- 
 Total Consideration                                 993 
----------------------------------------------  -------- 
 
 Fair value of net assets acquired: 
 Inventory                                            13 
 Cash                                                  2 
 Trade and other receivables                          23 
 Borrowings                                         (42) 
 Intangible assets identified on acquisition: 
 Customer Relationship                               123 
 Regulatory asset                                    682 
 Deferred tax liability on intangible assets       (201) 
----------------------------------------------  -------- 
 Total net assets                                    599 
----------------------------------------------  -------- 
 Goodwill                                            394 
----------------------------------------------  -------- 
 Total                                               993 
----------------------------------------------  -------- 
 
   5.      Revenue 

The Group's focus on materials innovation which includes scientific research, manufacturing and consumer ingredient branding. The primary source of revenue is the production and sale of functional ingredients, materials and finished goods. Other sources of revenue include research and development, take-or-pay and exclusivity services.

The following table reconciles HeiQ Group's revenue for the periods presented:

 
                                      Six months to  Six months to     Year ended 
                                           June 30,       June 30,   December 31, 
                                               2023           2022           2022 
Revenue by type of product                  US$'000        US$'000        US$'000 
------------------------------------  -------------  -------------  ------------- 
Revenue recognized at point in time 
Functional ingredients                       15,747         21,156         36,175 
Functional materials                            546            434          2,000 
Functional consumer goods                     2,702          5,042          6,827 
Services                                        980            160            160 
Revenue recognized over time 
Services                                        525            766          2,040 
------------------------------------  -------------  -------------  ------------- 
Total revenue                                20,500         27,558         47,202 
------------------------------------  -------------  -------------  ------------- 
 

Unsatisfied performance obligations

The transaction prices allocated to unsatisfied and partially unsatisfied obligations at June 30, 2023 are as set out below:

 
                                                              As at           As at 
                                                           June 30,    December 31, 
                                                               2023            2022 
 Unsatisfied performance obligations                        US$'000         US$'000 
-------------------------------------------  ----  ----  ----------  -------------- 
 Exclusivity services                                         1,800           2,100 
 Research and development services                            3,500           3,750 
 Total unsatisfied performance obligations                    5,300           5,850 
-------------------------------------------------------  ----------  -------------- 
 

Management expects that 10 per cent of the transaction price allocated to the unsatisfied contracts as of June 2023 will be recognized as revenue during the 2023 reporting period (US$0.5 million). The remaining 90 per cent, US$4.8 million will be recognized in the 2024 (US$1.1 million), 2025 (US$3.1 million) and 2026 financial year (US$0.6 million).

Disclosure related to contracts with customers

Contract assets and contract liabilities are disclosed under Note 23 and Note 33, respectively. Impairment losses recognized on any receivables or contract assets arising from the Group's contracts with customers are disclosed under Note 21 and Note 23, respectively.

   6.      Operating Segments 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of the Company.

For management purposes, the Group is organised into business units and the following reportable segments:

 
 Segment               Activity 
--------------------  ------------------------------------------------------------------------------------------------ 
 Textiles & Flooring   Provide innovative ingredients to make textiles & flooring more functional, durable and 
                       sustainable. 
--------------------  ------------------------------------------------------------------------------------------------ 
 Life Sciences         Offer biotech solutions to replace harmful substances in domestic, commercial and industrial 
                        usage, for a more balanced microbiome and environment 
--------------------  ------------------------------------------------------------------------------------------------ 
 Antimicrobials        Functionalize different hard surfaces in everyday products and our surroundings 
--------------------  ------------------------------------------------------------------------------------------------ 
 Other activities      All other activities of the Group including Innovation Services, Business Development, and 
                        other non-allocated functions. 
 

In 2023 new overhead allocation rules were introduced and as a result more overhead costs were allocated to segments. 2022 segment revenue and profits are restated below using the new rules to allow for like for like comparison.

Segment revenues and profits

The following is an analysis of the Group's revenue and results by reportable segment:

 
 
                              Textiles & Flooring  Life Sciences  Antimicrobials  Other activities     Total 
---------------------------- 
Six months to June 30, 2023               US$'000        US$'000         US$'000           US$'000   US$'000 
----------------------------  -------------------  -------------  --------------  ----------------  -------- 
Revenue                                    15,531          2,479           1,164             1,326    20,500 
Operating profit (loss)                     1,117          (693)         (1,710)           (4,716)   (6,002) 
Finance result                                                                                         (379) 
Loss before taxation                                                                                 (6,381) 
Taxation                                                                                               (146) 
----------------------------  -------------------  -------------  --------------  ----------------  -------- 
Loss after taxation                                                                                  (6,527) 
----------------------------  -------------------  -------------  --------------  ----------------  -------- 
 
 
Depreciation and amortization 
------------------------------  ---------  ------------------  ----------  ------------  ---------- 
Property, plant and equipment         298                 171          15           227         710 
Right-of use assets                    90                  74          22           292         479 
Intangible assets               144 (144)                 277         401           247       1,069 
 
 
Impairment loss 
------------------------------  -------------------  -------------  --------------  ----------------  ------- 
Property, plant and equipment                     -              -               -                 -        - 
Intangible assets                                 -              -               -                 -        - 
 
 
                                Textiles & Flooring  Life Sciences  Antimicrobials  Other activities    Total 
------------------------------ 
Six months to June 30, 2022                 US$'000        US$'000         US$'000           US$'000  US$'000 
------------------------------  -------------------  -------------  --------------  ----------------  ------- 
Revenue                                      19,538          3,891           3,028             1,102   27,558 
Operating profit (loss)                       2,682          (537)           (468)           (3,249)  (1,572) 
Finance result                                                                                           (82) 
Loss before taxation                                                                                  (1,654) 
Taxation                                                                                                (254) 
------------------------------  -------------------  -------------  --------------  ----------------  ------- 
Loss after taxation                                                                                   (1,908) 
------------------------------  -------------------  -------------  --------------  ----------------  ------- 
 
 
Depreciation and amortization 
------------------------------  -----------  -----------  -----------  -------------  ------- 
Property, plant and equipment           208          173           17            246      644 
Right-of use assets                      75           72           24            325      497 
Intangible assets                        36          274          349              7      666 
 
 
Impairment loss 
----------------------------- 
Property, plant and equipment  -  -  -  -  - 
Intangible assets              -  -  -  -  - 
 
 
                              Textiles 
                            & Flooring  Life Sciences  Antimicrobials  Other activities 
------------------------ 
                               US$'000        US$'000         US$'000           US$'000                 Total 
Year ended December 31, 
 2022                       (restated)     (restated)      (restated)        (restated)               US$'000 
------------------------  ------------  -------------  --------------  ----------------  -------------------- 
Revenue                         34,184          6,164           4,182             2,672                47,202 
Operating profits loss         (4,231)        (5,537)        (10,116)           (9,359)              (29,245) 
Finance result                                                                                          (590) 
Loss before taxation                                                                                 (29,835) 
Taxation                                                                                                   21 
------------------------  ------------  -------------  --------------  ----------------  -------------------- 
Loss after taxation                                                                                  (29,814) 
------------------------  ------------  -------------  --------------  ----------------  -------------------- 
 
 
Depreciation and amortization 
------------------------------  -----  ---  ---  ---  ------------ 
Property, plant and equipment     334  335   28  585         1,282 
Right-of use assets               123  145   42  628           938 
Intangible assets               (107)  550  699  293         1,435 
 
 
Impairment loss 
------------------------------      ------  ------  ------  ------- 
Property, plant and equipment    -     730       -       -      730 
Intangible assets                -   2,402   8,247   1,002   11,651 
 

Segment revenue reported above represents revenue generated from external customers. There were no intersegment sales in the six months ended June 30, 2023 (2022: nil).

Geographic information

 
                           Six months to June 30, 2023   Six months to June 30, 2022   Year ended December 31, 2022 
 Revenue by region                             US$'000                       US$'000                        US$'000 
-----------------------   ----------------------------  ----------------------------  ----------------------------- 
 North & South America                           9,694                        11,098                         20,425 
 Asia                                            4,798                         8,955                         13,376 
 Europe                                          5,848                         7,327                         13,109 
 Others                                            160                           178                            293 
------------------------  ----------------------------  ----------------------------  ----------------------------- 
 Total revenue                                  20,500                        27,558                         47,202 
------------------------  ----------------------------  ----------------------------  ----------------------------- 
 
 
                                          As at   As at December 31, 
                                  June 30, 2023                 2022 
 Non-current assets by region           US$'000              US$'000 
------------------------------   --------------  ------------------- 
 Europe                                  28,956               22,290 
 Asia                                     2,701                8,102 
 North & South America                    7,557                7,734 
 Others                                     518                  612 
-------------------------------  --------------  ------------------- 
 Total non-current assets                39,732               38,738 
-------------------------------  --------------  ------------------- 
 

Information about major customers

During the six months ended June 30, 2023, no customers individually totalled more than 10% of total revenues (2022: none).

   7.      Cost of sales 
 
                                                        Six months to   Six months to      Year ended 
                                                             June 30,        June 30,    December 31, 
                                                                 2023            2022            2022 
 Cost of sales                                                US$'000         US$'000         US$'000 
-----------------------------------------------  ----  --------------  --------------  -------------- 
 Material expenses                                             10,351          12,114          20,942 
 Personnel expenses                                             1,563           1,477           2,830 
 Depreciation of property, plant and equipment                    352             342             652 
 Other costs of sales                                           (156)           2,194           9,321 
-----------------------------------------------------  --------------  --------------  -------------- 
 Total cost of sales                                           12,110          16,127          33,745 
-----------------------------------------------------  --------------  --------------  -------------- 
 

Other costs of goods sold include freight and custom costs, warehousing and allowances on inventory.

   8.      Other income 
 
                                                           Six months to   Six months to      Year ended 
                                                                June 30,        June 30,    December 31, 
                                                                    2023            2022            2022 
 Other income                                                    US$'000         US$'000         US$'000 
--------------------------------------------------  ----  --------------  --------------  -------------- 
 Gain on disposal of property plant and equipment                     12               9              21 
 Foreign exchange gains                                              517           2,334           3,539 
 Fair value gain on derivative liabilities                           248               -             371 
 Other income                                                        169             405             901 
--------------------------------------------------------  --------------  --------------  -------------- 
 Total other income                                                  946           2,748           4,832 
--------------------------------------------------------  --------------  --------------  -------------- 
 
   9.      Selling and general administration expenses 
 
                                                                    Six months to   Six months to      Year ended 
                                                                         June 30,        June 30,    December 31, 
                                                                             2023            2022            2022 
----------------------------------------------------------- 
                                                                          US$'000         US$'000         US$'000 
 Selling and general administration expenses                                          (restated*) 
-----------------------------------------------------------  ----  --------------  --------------  -------------- 
 Personnel expenses                                                         6,849           7,808          14,977 
 Depreciation of property, plant and equipment                                358             302             630 
 Amortization                                                               1,069             666           1,435 
 Depreciation of right-of-use assets                                          479             497             938 
 Net credit losses on financial assets and contract assets                      -               -              85 
 Other                                                                      5,508           4,743          12,904 
-----------------------------------------------------------------  --------------  --------------  -------------- 
 Total selling and general administration expenses                         14,263          14,016          30,969 
-----------------------------------------------------------------  --------------  --------------  -------------- 
 

Other selling and general administration expenses include costs for infrastructure, professional services and marketing as well as R&D and laboratory related costs, information technology & data expenses, sales representative & distribution expenses.

   10.    Personnel expenses 
 
                                                Six months to   Six months to      Year ended 
                                                     June 30,        June 30,    December 31, 
                                                         2023            2022            2022 
 Personnel expenses                                   US$'000         US$'000         US$'000 
---------------------------------------  ----  --------------  --------------  -------------- 
 Wages & salaries                                       7,224           7,930          15,274 
 Social security & other payroll taxes                    802             624           1,685 
 Pension costs                                            254             244             710 
 Share-based payments                                     132             486             138 
---------------------------------------------  --------------  --------------  -------------- 
 Total personnel expenses                               8,412           9,285          17,807 
---------------------------------------------  --------------  --------------  -------------- 
 
 
 Reported as cost of sales (Note 7)                                  1,563   1,477    2,830 
 Reported as selling and general administration expense (Note 9)     6,849   7,808   14,977 
------------------------------------------------------------------  ------  ------  ------- 
 Total personnel expenses                                            8,412   9,285   17,807 
------------------------------------------------------------------  ------  ------  ------- 
 
   11.    Other expenses 
 
                                                                 Six months to   Six months to      Year ended 
                                                                      June 30,        June 30,    December 31, 
                                                                          2023            2022            2022 
 Other expenses                                                        US$'000         US$'000         US$'000 
--------------------------------------------------------  ----  --------------  --------------  -------------- 
 Foreign exchange losses                                                   928           1,621           3,050 
 Loss on disposal of property, plant and equipment                          30              12              16 
 Transaction costs relating to mergers and acquisitions                     23               -              50 
 Write off intangible assets                                                14               -             897 
 Other                                                                      80             102             171 
--------------------------------------------------------------  --------------  --------------  -------------- 
 Total other expenses                                                    1,075           1,735           4,184 
--------------------------------------------------------------  --------------  --------------  -------------- 
 
   12.    Finance income 
 
                                                 Six months to   Six months to      Year ended 
                                                      June 30,        June 30,    December 31, 
                                                          2023            2022            2022 
 Finance income                                        US$'000         US$'000         US$'000 
----------------------------------------  ----  --------------  --------------  -------------- 
 Interest income                                             3               1               5 
 Gains on foreign currency transactions                      -             440             678 
 Other                                                       2               1               - 
----------------------------------------------  --------------  --------------  -------------- 
 Total finance income                                        5             442             683 
----------------------------------------------  --------------  --------------  -------------- 
 
   13.    Finance costs 
 
                                                Six months to   Six months to      Year ended 
                                                     June 30,        June 30,    December 31, 
                                                         2023            2022            2022 
                                                      US$'000         US$'000         US$'000 
--------------------------------------- 
 Finance costs                                                    (restated*) 
---------------------------------------  ----  --------------  --------------  -------------- 
 Lease finance expense                                     95              81             163 
 Interest on borrowings                                   122              43             110 
 Bank fees                                                167              34              98 
 Loss on foreign currency transactions                      -             366             902 
---------------------------------------------  --------------  --------------  -------------- 
 Total finance costs                                      384             524           1,273 
---------------------------------------------  --------------  --------------  -------------- 
 
   14.    Income tax 

The components of the provision for taxation on income included in the "Statement of profit or loss and other comprehensive income" are summarized below:

 
                                                     Six months to   Six months to      Year ended 
                                                          June 30,        June 30,    December 31, 
                                                              2023            2022            2022 
 Current income tax expense                                US$'000         US$'000         US$'000 
--------------------------------------------  ----  --------------  --------------  -------------- 
 Swiss corporate income taxes                                   21              30              58 
 United States state and federal taxes                         101             383             393 
 Taiwan corporate income taxes                                  81              78             118 
 Belgium corporate income taxes                                 83              76           (123) 
 Germany corporate income taxes                                  -            (17)              51 
 Others                                                         11              79              63 
--------------------------------------------------  --------------  --------------  -------------- 
 Total current income tax expense                              297             629             560 
--------------------------------------------------  --------------  --------------  -------------- 
 
 Deferred income tax expense                                           (restated*) 
--------------------------------------------  ----  --------------  --------------  -------------- 
 Switzerland                                                  (22)            (69)              90 
 United States                                                 (4)            (71)           (606) 
 China                                                         (2)           (128)             117 
 Austria                                                       (2)             (4)              20 
 Belgium                                                      (68)            (71)           (136) 
 Others                                                       (53)            (32)            (66) 
--------------------------------------------------  --------------  --------------  -------------- 
 Total deferred income tax expense (income)                  (151)           (375)           (581) 
--------------------------------------------------  --------------  --------------  -------------- 
 
 Total income tax expense (income)                           (146)           (254)            (21) 
--------------------------------------------------  --------------  --------------  -------------- 
 
 
                                       As at June 30,   As at December 31, 
                                                 2023                 2022 
 Net tax (assets)/liabilities                 US$'000              US$'000 
-----------------------------------   ---------------  ------------------- 
 Opening balance - (prepaid taxes)              (343)                   51 
 Assumed on asset acquisition                       -                 (32) 
 Income tax expense for the year                  297                  560 
 Taxes paid                                     (506)                (870) 
 Foreign currency differences                     (3)                 (52) 
------------------------------------  ---------------  ------------------- 
 Net tax (asset)/liability                      (555)                (343) 
------------------------------------  ---------------  ------------------- 
                                                As at                As at 
                                             June 30,         December 31, 
                                                 2023                 2022 
 Net tax (assets) liabilities                 US$'000              US$'000 
-----------------------------------   ---------------  ------------------- 
 Prepaid income taxes                           (798)                (657) 
 Income tax liabilities                           243                  314 
------------------------------------  ---------------  ------------------- 
 Net tax (asset)/liability                      (555)                (343) 
------------------------------------  ---------------  ------------------- 
 
   15.    Earnings per share 

The calculation of the basic earnings per share is based on the following data:

 
                                                                         Six months to   Six months to      Year ended 
                                                                              June 30,        June 30,    December 31, 
                                                                                  2023           2022*            2022 
 Earnings                                                                      US$'000         US$'000         US$'000 
----------------------------------------------------------------  ----  --------------  --------------  -------------- 
 Loss attributable to the ordinary equity holders of the parent entity         (6,436)         (1,705)        (29,251) 
 

*Earnings have been restated in the comparative period as described in note 2.

The effect of share options is anti-dilutive and therefore not disclosed.

 
                                                                                   As at         As at           As at 
                                                                                June 30,      June 30,    December 31, 
                                                                                    2023          2022            2022 
 Number of shares                                                                US$'000       US$'000         US$'000 
--------------------------------------------------------------------  ----  ------------  ------------  -------------- 
 Weighted average number of ordinary shares for the purposes of basic 
  earnings per share                                                         140,507,712   131,781,726     133,426,953 
 

Basic earnings per share is calculated by dividing the profit/loss after tax attributable to the equity holders of the Company by the weighted average number of shares in issue during the year. The effect of share options is anti-dilutive and therefore not disclosed.

   16.    Intangible assets 
 
                                                      Brand names and 
                                        Internally           customer            Acquired   Other intangible 
                       Goodwill   developed assets          relations        technologies             assets     Total 
 Cost                   US$'000            US$'000            US$'000             US$'000            US$'000   US$'000 
 As at January 1, 
  2022                   21,382              3,509              4,503               3,180              2,332    34,906 
 Additions arising 
  from internal 
  development                 -              2,165                  -                   -                  -     2,165 
 Other 
  acquisitions                -                  -                  -                   -              1,700     1,700 
 Disposals / 
  write-offs                  -               (85)                  -                   -              (812)     (897) 
 Currency 
  translation 
  differences             (795)                  5              (160)               (165)                 14   (1,101) 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 As at December 
  31, 2022               20,587              5,594              4,343               3,015              3,234    36,773 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 Additions arising 
  from internal 
  development                 -                583                  -                   -                  -       583 
 Business 
  combinations              394                  -                123                   -                682     1,199 
 Other 
  acquisitions                -                  -                  -                   -                 82        82 
 Disposals / 
  write-offs                  -               (14)                  -                   -                  -      (14) 
 Currency 
  translation 
  differences               294                162                 61                  57                 73       647 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 As at June 30, 
  2023                   21,275              6,325              4,527               3,072              4,071    39,270 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 Amortization and accumulated impairment losses 
---------------------------------------------------------------------  ------------------  -----------------  -------- 
 As at January 1, 
  2022                    2,305                474                602                 234                518     4,133 
 Amortization for 
  the period                  -                198                695                 334                208     1,435 
 Impairment loss         10,576                880                 73                   -                122    11,651 
 Currency 
  translation 
  differences             (750)                  3               (72)                (45)               (24)     (888) 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 As at December 
  31, 2022               12,131              1,555              1,298                 523                824    16,331 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 Amortization for 
  the period                  -                331                360                 167                211     1,069 
 Currency 
  translation 
  differences               158                 48                (5)                 (3)                  -       198 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 As at June 30, 
  2023                   12,289              1,934              1,653                 687              1,035    17,598 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 Net book value 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 As at December 
  31, 2022                8,456              4,039              3,045               2,492              2,410    20,442 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 As at June 30, 
  2023                    8,986              4,391              2,874               2,385              3,036    21,672 
------------------  -----------  -----------------  -----------------  ------------------  -----------------  -------- 
 
   17.    Property, plant and equipment 
 
                       Machinery and                      Computers and      Furniture and           Land and 
                           equipment  Motor vehicles           software           fixtures          buildings    Total 
Cost                         US$'000         US$'000            US$'000            US$'000            US$'000  US$'000 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at January 1, 
 2022                          7,288             536                914                474              1,523   10,735 
Additions                      2,272              26                197                 50              2,736    5,280 
Disposals                       (69)            (12)                  -                  -                  -     (81) 
Reclassifications              (407)              59                  -                348                  -        - 
Currency 
 translation 
 differences                   (233)             (1)               (21)               (23)               (91)    (369) 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at December 31, 
 2022                          8,851             608              1,090                849              4,168   15,565 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
Additions                        504              32                  2                 42                  4      584 
Disposals                      (807)            (45)                (3)                  -                  -    (855) 
Reclassifications               (32)               -                  -                 32                  -        - 
Currency 
 translation 
 differences                     118               2                 29                 17                 41      207 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at June 30, 
 2023                          8,634             597              1,118                940              4,213   15,502 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
Depreciation and accumulated impairment losses 
----------------------------------------------------  -----------------  -----------------  -----------------  ------- 
As at January 1, 
 2022                          2,723             330                619                 86                112    3,870 
Charge for the 
 year                            763              90                218                 83                128    1,282 
Eliminated on 
 disposal                       (27)             (5)                  -                  -                  -     (32) 
Impairment loss                  730               -                  -                  -                  -      730 
Reclassifications              (222)               -                  -                222                  -        - 
Currency 
 translation 
 differences                    (67)               -                (9)                (3)                (7)     (86) 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at December 31, 
 2022                          3,900             415                828                388                233    5,764 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
Charge for the 
 period                          437              42                 59                 55                117      710 
Eliminated on 
 disposal                          -            (21)                (1)                  -                  -     (22) 
Currency 
 translation 
 differences                      68               1                 24                  7                  7      106 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at June 30, 
 2023                          4,405             437                910                450                356    6,558 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
Net book value 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at December 31, 
 2022                          4,951             193                262                461              3,935    9,802 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
As at June 30, 
 2023                          4,229             160                208                490              3,856    8,944 
------------------  ----------------  --------------  -----------------  -----------------  -----------------  ------- 
 
   18.    Right-of-use assets 
 
                                           Land and buildings   Motor vehicles   Machinery and equipment      Total 
 Cost                                                 US$'000          US$'000                   US$'000    US$'000 
 As at January 1, 2022                                  8,913              611                       341      9,865 
 Additions                                                 86              174                     1,921      2,181 
 Disposals due to expiry of lease                           -             (36)                         -       (36) 
 Disposals due to business combination*                 (467)                -                         -      (467) 
 Modification to lease terms**                        (1,199)                -                         -    (1,199) 
 Currency translation differences                       (381)             (67)                      (26)      (474) 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at December 31, 2022                                6,952              682                     2,236      9,870 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 Additions                                                 98               93                       791        982 
 Disposals due to expiry of lease                       (220)                -                         -      (220) 
 Modification to lease terms**                          (253)             (54)                         -      (307) 
 Currency translation differences                         160               18                        30        208 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at June 30, 2023                                    6,737              739                     3,057     10,533 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 Depreciation 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at January 1, 2022                                  1,716              109                        66      1,891 
 Depreciation for the year                                730              140                        68        938 
 Disposals due to expiry of lease                           -             (36)                         -       (36) 
 Modification to lease terms**                          (693)                -                         -      (693) 
 Currency translation differences                        (34)              (6)                       (9)       (49) 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at December 31, 2022                                1,719              207                       125      2,051 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 Depreciation for the period                              357               76                        46        479 
 Disposals due to expiry of lease                       (118)                -                      (32)      (150) 
 Modification to lease terms**                          (173)             (16)                         -      (189) 
 Currency translation differences                        (21)                5                         3       (13) 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at June 30, 2023                                    1,764              272                       142      2,178 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 Net book value 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at December 31, 2022                                5,233              475                     2,111      7,819 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 As at June 30, 2023                                    4,973              467                     2,915      8,355 
----------------------------------------  -------------------  ---------------  ------------------------  --------- 
 

*With the acquisition of ChemTex Laboratories' property, plant and equipment, the Group no longer has a lease liability with a third party.

**The Group agreed to shorten the agreed lease terms of two existing leases from 2032 to 2027. These modifications have resulted in a reduction in the total amounts payable under the leases and a reduction to both of the right-of-use assets and lease liabilities with effect from the date of modification.

   19.    Other non-current assets 
 
                                      As at               As at 
                              June 30, 2023   December 31, 2022 
 Other non-current assets           US$'000             US$'000 
--------------------------   --------------  ------------------ 
 Deposits                                96                  80 
 Other prepayments                       86                  57 
---------------------------  --------------  ------------------ 
 Other non-current assets               182                 137 
---------------------------  --------------  ------------------ 
 
   20.   Inventories 
 
                                       As at               As at 
                               June 30, 2023   December 31, 2022 
 Inventories                         US$'000             US$'000 
---------------------------   --------------  ------------------ 
 Functional ingredients               11,044               7,420 
 Functional materials                  1,188               4,000 
 Functional consumer goods             2,174               1,748 
----------------------------  --------------  ------------------ 
 Total inventories                    14,406              13,168 
----------------------------  --------------  ------------------ 
 

The cost of inventories recognized as an expense in the six months ended June 30, 2023 in respect of continuing operations was US$ 12,110,000 (December 31, 2022: US$ 33,597,000 ).

   21.    Trade receivables 
 
                                                  As at               As at 
                                          June 30, 2023   December 31, 2022 
 Trade receivables                              US$'000             US$'000 
--------------------------------------   --------------  ------------------ 
 Not past due                                     5,027               2,788 
 < 30 days                                        1,256                 520 
 31-60 days                                         402                 781 
 61-90 days                                         667                 215 
 91-120 days                                         94                 180 
 >120 days                                        1,223               2,407 
---------------------------------------  --------------  ------------------ 
 Total trade receivables                          8,669               6,891 
---------------------------------------  --------------  ------------------ 
 Provision for expected credit losses             (413)               (404) 
---------------------------------------  --------------  ------------------ 
 Total trade receivables (net)                    8,256               6,487 
---------------------------------------  --------------  ------------------ 
 

The average credit period on sales of goods varies by region from 30 - 120 days. No interest is charged on outstanding trade receivables. The Group always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast.

As at June 30, 2023, the Group has recognized an expected credit loss of US$413,000 (2021: US$404,000).

   22.   Other receivables and prepayments 
 
                                                     As at               As at 
                                             June 30, 2023   December 31, 2022 
 Total other receivables and prepayments           US$'000             US$'000 
------------------------------------------  --------------  ------------------ 
 Contract assets                                       108                 115 
 Receivables from tax authorities                    2,271               1,864 
 Prepayments                                           969               1,023 
 Other receivables                                     883               1,260 
------------------------------------------  --------------  ------------------ 
 Total other receivables and prepayments             4,231               4,262 
------------------------------------------  --------------  ------------------ 
 
   23.    Contract assets 

Amounts relating to contract assets are balances due from customers under construction contracts that arise when the Group receives payments from customers in line with a series of performance-related milestones. The Group recognizes a contract asset for any work performed. Any amount previously recognized as a contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer.

 
                                                       As at                As at 
                                               June 30, 2023    December 31, 2022 
Contract assets                                      US$'000              US$'000 
----------------------------------  ------------------------  ------------------- 
Research and development services                        108                   65 
Exclusivity services                                       -                   50 
Total contract assets                                    108                  115 
----------------------------------  ------------------------  ------------------- 
 
 
Current assets          108  115 
Non-current assets        -    - 
Total contract assets   108  115 
----------------------  ---  --- 
 

Revenues related to research and development services were recognized at the point of delivering proof of concept and completing testing services. Performance obligations related to exclusivity services were deemed fulfilled by the Group upon completion of the contractual term. Payment for the above services is not due from the customer yet and therefore a contract asset is recognized.

The directors of the Company always measure the loss allowance on amounts due from customers at an amount equal to lifetime ECL, taking into account the historical default experience, the nature of the customer and where relevant, the sector in which they operate. There has been no change in the estimation techniques or significant assumptions made during the current reporting period in assessing the loss allowance for the amounts due from customers under construction contracts.

Lifetime Expected credit losses on contract assets

The following table details the risk profile of amounts due from customers based on the Group's provision matrix. Based on the historic default experience, the following expected credit loss has been recognized:

 
                                                                      As at                As at 
                                                              June 30, 2023    December 31, 2022 
Expected credit loss                                                US$'000              US$'000 
-------------------------------------------------  ------------------------  ------------------- 
Expected credit loss rate                                                0%                   0% 
Estimated total gross carrying amount at default                        108                  115 
Lifetime ECL                                                              -                    - 
-------------------------------------------------  ------------------------  ------------------- 
Net carrying amount                                                     108                  115 
-------------------------------------------------  ------------------------  ------------------- 
 
   24.   Issued share capital and share premium 

Movements in the Company's share capital and share premium account were as follows:

 
                                                Number of shares  Share capital  Share premium   Totals 
                                                             No.        US$'000        US$'000  US$'000 
---------------------------------------------   ----------------  -------------  -------------  ------- 
Balance as of January 1, 2022                        130,583,536         51,523        144,191  195,714 
Issue of shares to vendors of Life Materials             347,552            141            471      612 
Issue of shares as deferred consideration              3,461,615          1,359          2,921    4,280 
Issue of shares to Advisory Board and others             164,721             60            175      235 
Issue of shares to vendors of ChemTex Labs             2,176,884            795          1,177    1,972 
Issue of shares to vendors of Chrisal                  3,348,164          1,223          1,838    3,061 
----------------------------------------------  ----------------  -------------  -------------  ------- 
Balance as at December 31, 2022                      140,082,472         55,101        150,773  205,874 
----------------------------------------------  ----------------  -------------  -------------  ------- 
Issue of shares Tarn Pure (a)                            455,435            160            212      372 
Balance as at June 30, 2023                          140,537,907         55,261        150,985  206,246 
----------------------------------------------  ----------------  -------------  -------------  ------- 
 

The par value of all shares is GBP0.30. All shares in issue were allotted, called up and fully paid.

The share premium account represents the amount received on the issue of ordinary shares by the Company in excess of their nominal value and is non-distributable.

The Company issued new ordinary shares for the following:

On January 12, 2023, HeiQ plc completed the acquisition of 100% of the issued share capital and voting rights of Tarn Pure for a total consideration of US$993,000. The purchase consideration was payable partly in cash (US$621,000) and partly by the issue of 455,435 new ordinary shares for (US$372,000). See Note 4 for details.

   25.    Share-based payments 

Equity-settled Share Option Scheme

Following employee departures, the number of options expected to vest dropped to 2,279,236 as per June 30, 2023 (December 31, 2022: 2,497,281). The expense arising from these share-based payment transactions was US$132,000 for the six months ended June 30, 2023 which compares against an income of US$12,000 for the year ended December 31, 2022 following a drop in market expectations during the second half of 2022. In the six months ended June 30, 2022, the Group incurred an expense of US$415,000.

Other share-based payments

Remuneration of US$764,000 in relation to the acquisition of Life Materials Technologies Limited is linked to a service period of five years. An expense of US$75,000 was recognized in the six months ended June 30, 2023 (six months ended June 30, 2023: US$71,000; year ended December 31, 2022: US$150,000). The remainder of approximately US$469,000 is expected to be expensed over the period from July 1, 2023, to June 30, 2026.

   26.   Other reserves 

Other reserves comprise the share-based payment reserve, the merger reserve, the currency translation reserve and the other reserve.

The retained deficit comprises all other net gains and losses and transactions with owners not recognized elsewhere.

Movements in the other reserves were as follows:

 
                                           Share- 
                                            based                             Currency 
                                          payment                          translation          Other      Total Other 
                                          reserve    Merger reserve            reserve        reserve         reserves 
                               Note       US$'000           US$'000            US$'000        US$'000          US$'000 
---------------  ------------------  ------------  ----------------  -----------------  -------------  --------------- 
 Balance at January 1, 2022                   474         (126,912)                387        (1,144)        (127,195) 
 Other comprehensive 
  (loss)/income                                 -                 -            (1,914)          1,104            (810) 
 Total comprehensive 
  (loss)/income for the year                    -                 -            (1,914)          1,104            (810) 
------------------------------  ---  ------------  ----------------  -----------------  -------------  --------------- 
 Share-based payment charges     25          (12)                 -                  -              -             (12) 
 Transactions with owners                    (12)                 -                  -              -             (12) 
 Balance at December 31, 2022                 462         (126,912)            (1,527)           (40)        (128,017) 
------------------------------  ---  ------------  ----------------  -----------------  -------------  --------------- 
 Other comprehensive 
  (loss)/income                                 -                 -                429              -              429 
 Total comprehensive 
  (loss)/income for the period                  -                 -                429              -              429 
------------------------------  ---  ------------  ----------------  -----------------  -------------  --------------- 
 Share-based payment charges                  132                 -                  -              -              132 
 Transactions with owners                     132                 -                  -              -              132 
 Balance at June 30, 2023                     594         (126,912)            (1,098)           (40)        (127,456) 
------------------------------  ---  ------------  ----------------  -----------------  -------------  --------------- 
 
 

The share-based payment reserve arises from the requirement to fair value the issue of share options at grant date. Further details of share options are included at Note 25.

The currency translation reserve represents cumulative foreign exchange differences arising from the translation of the financial statements of foreign subsidiaries and is not distributable by way of dividends.

Dividend paid by subsidiary

In June 2022, HeiQ Chrisal N.V. declared and paid a dividend of EUR470,000 (approximately US$496,000) of which 49% or US$243,000 was paid to minority shareholders.

Capital contributions from minority shareholders

The Group received in 2022 a capital contribution from a minority shareholder of US$764,000 which arose from a waived loan.

   27.    Borrowings 

The Group's borrowings are held at amortized cost. They consist of the following:

 
                                               As at               As at 
                                       June 30, 2022   December 31, 2022 
Borrowings                                   US$'000             US$'000 
Unsecured bank loans                           8,533               3,573 
Secured bank loans                               213                 628 
Loans from non-controlling interest              591                 137 
Total borrowings                               9,337               4,338 
------------------------------------  --------------  ------------------ 
 

The other principal features of the Group's borrowings are as follows:

Unsecured bank loans

A credit facility amounting to CHF 2,400,000 (US$2,574,000) was taken out in December 2022 which incurs interest at a fixed rate of 2.2%. It was repaid on February 28, 2023 and the loan was replaced with a new credit facility worth CHF 4,500,000 (US$ 4,964,000).

Several loans amounting to US$1.6 million were assumed through the acquisition of Chrisal. They finance the acquisition of property, plant and equipment as well as the prepayment of provisional taxes. A further EUR277,000 was taken out in February 2023 which is repayable over ten years. As at June 30, 2023, a total of EUR1,271,000 (US$1,387,000) is outstanding (December 2022: EUR938,000 (US$999,000)). The loans are repayable over a period of up to ten 10 years. These loans all have fixed interest rates between 0.78 and 3.95% and the weighted average fixed interest rate on the outstanding balances is 2.85%.

Loans from non-controlling interests

A loan is payable to a minority shareholder of Life-Materials Latam Ltda, Brazil. Interest is fixed at 0.5%. There is no specific repayment date, but the loan is payable once the entity is able to repay it. The balance was BRL 1,020,000 (approximately US$210,000) as at June 30, 2023 (December 31, 2022 is BRL 715,683 (US$137,000).

Secured bank loans

A bank loan taken out in October 2020 which incurs interest at a fixed rate of 3.25% and which is secured on property owned by a company which is controlled by a minority shareholder of HeiQ Medica. It is repayable in equal monthly instalments of EUR8,000 (US$9,500) over eight years up to September 2028. As at June 30, 2023, EUR542,500 (US$592.000) is outstanding (December 31, 2022: US$629,000).

The following table provides a reconciliation of the Group's future maturities of its total borrowings for each year presented:

 
                                                                  As at                     As at 
                                                          June 30, 2023         December 31, 2022 
Maturity of borrowings                                          US$'000                   US$'000 
---------------------------------------------  ------------------------  ------------------------ 
Not later than one year                                           7,471                     2,893 
Later than one year but less than five years                        721                     1,029 
After more than five years                                        1,145                       416 
---------------------------------------------  ------------------------  ------------------------ 
Total borrowings                                                  9,337                     4,338 
---------------------------------------------  ------------------------  ------------------------ 
 
   28.   Deferred tax 

The following are the major deferred tax liabilities and assets recognized by the Group and movements thereon during the current and prior reporting period.

 
                                                                                          Capital allowances, 
                                                                                       depreciation and other 
                          Pension fund obligations  Tax losses  Share-based payments    temporary differences    Total 
Deferred tax                               US$'000     US$'000               US$'000                  US$'000  US$'000 
------------------------  ------------------------  ----------  --------------------  -----------------------  ------- 
Balance at January 1, 
 2022                                          429         178                    85                  (1,686)    (994) 
Charge to profit or loss                        49       (150)                     1                      681      581 
Charge to other 
 comprehensive income                        (276)           -                     -                        -    (276) 
Foreign currency 
 differences                                  (12)        (28)                     5                        9     (26) 
------------------------  ------------------------  ----------  --------------------  -----------------------  ------- 
Balance as at December 
 31, 2022                                      190           -                    91                    (996)    (715) 
------------------------  ------------------------  ----------  --------------------  -----------------------  ------- 
Charge to profit or loss                         9           -                    25                      117      151 
Business combinations                            -           -                     -                    (201)    (201) 
Foreign currency 
 differences                                     6           -                     1                        -        7 
------------------------  ------------------------  ----------  --------------------  -----------------------  ------- 
Balance as at June 30, 
 2023                                          205           -                   117                  (1,080)    (758) 
------------------------  ------------------------  ----------  --------------------  -----------------------  ------- 
 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

 
                                                    As at                As at 
                                            June 30, 2023    December 31, 2022 
 Deferred tax                                     US$'000              US$'000 
---------------------------------------   ---------------  ------------------- 
 Deferred tax assets                                  579                  538 
 Deferred tax liabilities                         (1,337)              (1,253) 
----------------------------------------  ---------------  ------------------- 
 Net deferred tax assets (liabilities)              (758)                (715) 
----------------------------------------  ---------------  ------------------- 
 

Deferred tax liabilities related to capital allowances and depreciation decreased following the amortization of intangible assets acquired in the business combinations in 2021.

   29.   Other non-current liabilities 
 
                                                         As at               As at 
                                                 June 30, 2023   December 31, 2022 
Other non-current liabilities                          US$'000             US$'000 
Defined benefit obligation IAS 19 Switzerland            1,023                 952 
Defined benefit obligation IAS 19 Thailand                 130                 134 
Contract liabilities                                     4,233               3,614 
Deferred grant income                                      386                  14 
Total other non-current liabilities                      5,772               4,714 
----------------------------------------------  --------------  ------------------ 
 
   30.    Trade and other payables 
 
                                                    As at                As at 
                                            June 30, 2023    December 31, 2022 
Trade and other payables                          US$'000              US$'000 
-------------------------------  ------------------------  ------------------- 
Trade payables                                      6,086                3,321 
Payables to tax authorities                           326                  375 
Other payables                                      2,241                1,626 
-------------------------------  ------------------------  ------------------- 
Total trade and other payables                      8,653                5,322 
-------------------------------  ------------------------  ------------------- 
 

Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. Other payables relate to employee-related expenses, utilities and other overhead costs. Typically, no interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

The directors consider that the carrying amount of trade payables approximates to their fair value.

   31.    Accrued liabilities 
 
                                               As at               As at 
                                       June 30, 2023   December 31, 2022 
Accrued liabilities                          US$'000             US$'000 
--------------------------  ------------------------  ------------------ 
Costs of goods sold                              909                 875 
Personnel expenses                             1,415               1,737 
Other operating expenses                       1,368               2,366 
--------------------------  ------------------------  ------------------ 
Total accrued liabilities                      3,692               4,978 
--------------------------  ------------------------  ------------------ 
 
   32.    Deferred revenue 
 
                                                     As at               As at 
                                             June 30, 2023   December 31, 2022 
Deferred revenue                                   US$'000             US$'000 
--------------------------------  ------------------------  ------------------ 
Contract liabilities                                 1,230               1,176 
Prepayments for unshipped goods                         80                  94 
Deferred grant income                                   55                  15 
--------------------------------  ------------------------  ------------------ 
Total deferred revenue                               1,365               1,285 
--------------------------------  ------------------------  ------------------ 
 
   33.    Contract liabilities 
 
                                             As at               As at 
                                     June 30, 2023   December 31, 2022 
Contract liabilities                       US$'000             US$'000 
----------------------------------  --------------  ------------------ 
Exclusivity agreements                       1,585               1,832 
Research and development services            3,878               2,958 
Total contract liabilities                   5,463               4,790 
----------------------------------  --------------  ------------------ 
 
 
Current liabilities (Note 32)       1,230  1,176 
Non-current liabilities (Note 29)   4,233  3,614 
Total contract liabilities          5,463  4,790 
----------------------------------  -----  ----- 
 

Revenue relating to both exclusivity and research and development services is recognized over time although the customer pays up-front in full for these services. A contract liability is recognized for revenue relating to the services at the time of the initial sales transaction and is released over the service period.

   34.    Other current liabilities 
 
                                                                        As at               As at 
                                                                June 30, 2023   December 31, 2022 
Current liabilities                                                   US$'000             US$'000 
---------------------------------------------------  ------------------------  ------------------ 
Deferred consideration in relation to acquisitions                         92                  92 
Call option liability                                                     453                 686 
---------------------------------------------------  ------------------------  ------------------ 
Other current liabilities                                                 545                 778 
---------------------------------------------------  ------------------------  ------------------ 
 
   35.    Contingent assets and liabilities 

On October 10, 2022 the Group announced that it has filed a complaint in the United States District Court for the Western District Of North Carolina, Charlotte Division, against ICP Industrial Inc, for breaching its Exclusive Agreement terms. Because of the claimed contract breach, the Group has not recognized any income or assets from the contract. Within the same legal proceeding, ICP Industrial Inc, has filed a counter claim against the Group. Although the Group is confident in its legal position, the outcome of the legal proceedings as well as the court-mandated mediation remains uncertain. Therefore, while a future economic benefit is expected, it can not be reliably quantified at this point in time and could bear the risk of prejudice given the ongoing legal proceedings.

   36.    Provisions 
 
                                                                  As at               As at 
                                                          June 30, 2023   December 31, 2022 
Provisions                                                      US$'000             US$'000 
Current liabilities                                                   -                 339 
Non-current liabilities                                               -                   - 
Total provisions                                                      -                 339 
-----------------------------------------      ------------------------  ------------------ 
                                             Legal/Compliance provision               Total 
Current liabilities                                             US$'000             US$'000 
-----------------------------------------  ----------------------------  ------------------ 
Balance at January 1, 2022                                            -                   - 
Additional provision in the year                                    339                 339 
Utilization of provision                                              -                   - 
Exchange difference                                                   -                   - 
-----------------------------------------  ----------------------------  ------------------ 
Balance as at December 31, 2022                                     339                 339 
-----------------------------------------  ----------------------------  ------------------ 
Additional provision in the period                                    -                   - 
Utilization of provision                                          (339)               (339) 
Exchange difference                                                   -                   - 
-----------------------------------------  ----------------------------  ------------------ 
Balance as at June 30, 2023                                           -                   - 
-----------------------------------------  ----------------------------  ------------------ 
 
 

The Group was contacted by the United States Environmental Protection Agency ("EPA") in connection with violations of the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA") pertaining to mislabelling. As at December 31, 2022, the Company has assessed the claim and made a provision for US$339,000 which was paid in May 2023.

This provision is reported in Note 31 as Accrued liabilities - Other operating expenses.

   37.    Notes to the statements of cash flows 

Non-cash transactions

Certain shares were issued during the year for a non-cash consideration as described in Note 24.

During the year ended December 31, 2022, additions to buildings and land amounting to US$1,862,000 million were financed by issuing shares.

Working capital reconciliation:

The Company defines working capital as trade receivables, other receivables and prepayments less trade and other payables, accrued liabilities and deferred revenue.

 
                                                      Assumed on acquisition of 
                                Opening balances                   subsidiaries  Change in balance  Closing balances 
----------------------------- 
Six months ended June 30, 2023           US$'000                        US$'000            US$'000           US$'000 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
Inventories                               13,168                             13              1,225            14,406 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
Trade receivables                          6,487                             11              1,758             8,256 
Other receivables and 
 prepayments                               4,262                             12               (43)             4,231 
Trade and other receivables 
 and prepayments                          10,749                             23              1,715            12,487 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
Trade and other payables                   5,322                              -              3,331             8,653 
Accrued liabilities                        4,978                              -            (1,286)             3,692 
Deferred revenue incl. 
 non-current contract 
 liabilities                               4,913                              -              1,072             5,985 
Trade and other payables, 
 accrued liabilities and 
 deferred revenue                         15,213                              -              3,117            18,330 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
 
 
                                                      Assumed on acquisition of 
                                Opening balances                   subsidiaries  Change in balance  Closing balances 
----------------------------- 
Six months ended June 30, 2022           US$'000                        US$'000            US$'000           US$'000 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
Inventories                               13,770                              -              2,414            16,184 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
Trade receivables                         14,656                              -              3,462            18,118 
Other receivables and 
 prepayments                               3,876                              -            (1,854)             2,022 
Trade and other receivables 
 and prepayments                          18,532                              -              1,608            20,140 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
Trade and other payables                   8,271                              -            (1,312)             6,959 
Accrued liabilities                        3,386                              -            (1,208)             2,178 
Deferred revenue incl. 
 non-current contract 
 liabilities                                1004                              -              4,968             5,972 
Trade and other payables, 
 accrued liabilities and 
 deferred revenue                         12,661                              -              2,448            15,109 
------------------------------  ----------------  -----------------------------  -----------------  ---------------- 
 
 
                                                     Assumed on acquisition of 
                                Opening balances                        assets   Change in balance  Closing balances 
----------------------------- 
Year ended December 31, 2022             US$'000                       US$'000             US$'000           US$'000 
------------------------------  ----------------  ----------------------------  ------------------  ---------------- 
Inventories                               13,770                             -               (602)            13,168 
------------------------------  ----------------  ----------------------------  ------------------  ---------------- 
Trade receivables                         14,656                             -             (8,169)             6,487 
Other receivables and 
 prepayments                               3,876                             -                 386             4,262 
Trade and other receivables 
 and prepayments                          18,532                             -             (7,783)            10,749 
------------------------------  ----------------  ----------------------------  ------------------  ---------------- 
Trade and other payables                   8,271                             -             (2,949)             5,322 
Accrued liabilities                        3,386                             9               1,583             4,978 
Deferred revenue incl. 
 non-current contract 
 liabilities                               1,004                             -               3,909             4,913 
Trade and other payables, 
 accrued liabilities and 
 deferred revenue                         12,661                             9               2,543            15,213 
------------------------------  ----------------  ----------------------------  ------------------  ---------------- 
 

Consideration for acquisition of businesses (Note 4)

 
Six months ended June 30, 2023                                         US$'000 
Consideration payment for acquisition of Tarn Pure                         621 
Cash assumed on acquisition of Tarn Pure                                   (2) 
Net consideration payment for acquisitions of businesses and assets        619 
 
 
Year ended December 31, 2022                                                US$'000 
Consideration payment for acquisition of Life Materials Technologies Ltd      1,400 
Consideration payment for acquisition of ChemTex assets                         187 
Net consideration payment for acquisitions of businesses and assets           1,587 
 
   38.    Related party transactions 

The Group have not identified any significant transactions with related parties. There are no loans outstanding with related parties.

   39.    Material subsequent events 

As communicated on July 06, 2023, HeiQ Plc sold a 1.5% minority interest in HeiQ AeoniQ GmbH to MAS Holdings for US$1.5 million. It was also agreed that a further 1% shareholding will be sold to MAS Holdings for US$1 million subject to the achievement of a mutually agreed milestone.

   40.   Ultimate controlling party 

As at June 30, 2023, the Company did not have any single identifiable controlling party.

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END

IR FFFLLILLAFIV

(END) Dow Jones Newswires

October 30, 2023 03:01 ET (07:01 GMT)

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