RNS Number:5748J
Hightex Group PLC
28 September 2006
HIGHTEX GROUP PLC
INTERIM FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 30 JUNE 2006
CHAIRMAN'S STATEMENT
Results and AIM Admission
Hightex Group plc was admitted to trading on AIM on 6 September 2006 and the
Board is pleased that the company has passed this important milestone.
The financial information set out in this report in relation to the six months
ended 30 June 2006 covers the period before the Hightex and SolarNext businesses
were acquired by Hightex Group plc. The financial information presents the
results for Hightex International AG ('HTI') and its now wholly owned operating
subsidiaries and of SolarNext AG ('SolarNext') and is presented on a combined
basis, in accordance with the presentation of the financial information on the
business included in the company's AIM admission document.
Turnover reached Euro3.9million in the first six months and gross profit amounted
to Euro1.1million. After charging all expenses including approximately Euro100,000 of
development expenditure on the solar business (SolarNext), the loss before tax
amounted to Euro894,000 and the loss after tax Euro541,000. The deficit per share in
HTI actually in issue during the six month period amounted to Euro0.97, which is
equivalent to a deficit per share in Hightex Group plc at the date of admission
to AIM of Euro0.004.
The internal re-structuring of the group of companies of which Hightex Group
plc is now the holding company, the fund raising of Euro2.5m (before expenses)
which closed in March 2006, together with the AIM Admission process have all
impacted on the ability of senior management to focus on generating additional
revenue and resulted in one-off costs during the first six months of the year.
Overall, however, as stated in the AIM Admission document dated 4 August 2006,
these results were in line with expectation. Since 30 June Company has made good
operational progress.
Operations
Polymer Membrane business
The membrane business designs, produces and installs polymer membrane structures
for use by architects and structural engineers. Recent projects include the
roofs on the new Grandstand at Royal Ascot Racecourse, the passenger concourses
at the new Bangkok International Airport in Thailand, the Clarke Quay Canopy
Street in Singapore and the Pavilion at the Serpentine Gallery in Kensington
Gardens, London.
As a private company, Hightex was historically restricted in the scale of its
potential business by a lack of financial resources. To remedy this restriction,
Hightex International AG first raised Euro2.5m (before expenses) through a private
placing which closed in March 2006. This fundraising is reflected in this
financial information.
In addition, the process of Admission to AIM brought a further #3.5m (before
expenses) through the reverse acquisition of West 175 Media Group Inc, a cash
shell with approximately #2m, and a placing of #1.5m. These transactions are not
reflected in this financial information as they took place after the balance
sheet date.
At the present time, Hightex Group has cash resources amounting to approximately
Euro5.8 m.
With these increased cash resources now available to the Group, Hightex intends
to recruit additional salesmen and project managers and to establish a programme
of marketing activity.
Hightex is delighted to announce that it has appointed Dave Capezzuto as head of
sales of Hightex Americas LLC, the Company's wholly owned US subsidiary. Dave,
an American citizen, was previously Vice President, Sales and Marketing, America
of the principal competitor of Hightex. His appointment is the first step in the
establishment of Hightex's business in the USA, a territory with significant
potential for Hightex.
The Group has recently won its first major contract in Australia, to design and
install the roof at the new Gold Coast Stadium in Brisbane for a total value of
Euro4.2 million. It has also recently won contracts at the Munich Technology Centre
and the Sheik Khalifa Sports City in Bahrain to a total value of Euro1.5 m. Other
commercial leads are being actively pursued.
SolarNext
SolarNext owns and is negotiating to acquire additional solar intellectual
property ("IP") which is chiefly focussed on applications in the generation of
solar energy; solar cooling; the prevention of heat from entering homes, offices
and other structures; and the desalination of water. SolarNext has close links
with the Fraunhofer Institute for Solar Energy Systems in Freiburg, Germany,
which has a staff of more than 400 and is the largest solar energy research
institute in Europe.
The first project to be commercialised is solar cooling. On 1 September 2006 Dr
Uli Jakob joined the Company as Head of the Solar Cooling Division and SolarNext
will install its first solar cooling module in an existing office building in
Bavaria in October 2006. The Company intends to bid for the first public tender
for a solar greenhouse facility in Germany in December 2006. Development of a
solar desalination prototype is continuing with a view to commercialisation in
2007.
Conclusion
The Board views 2006 as a transitional year during which it has sought to answer
a number of structural and financial issues, in order to shape itself to push
the Group to the next stage of its development. They believe that Hightex is
now well placed to take advantage of the opportunities in its polymer membrane
business for sporting stadia and other structures throughout the world, to
accelerate the pace of growth and to develop the SolarNext business.
Charles DesForges
Chairman
28 September 2006
COMBINED INCOME STATEMENTS
Notes 6 Months 6 Months 12 Months
30 June 30 June 31 Dec
2006 2005 2005
Euro'000 Euro'000 Euro'000
Turnover 3,878 5,230 11,760
Cost of sales (2,737) (3,371) (7,085)
______ ______ ______
Gross margin 1,141 1,859 4,675
Salaries and related expenses (959) (1,041) (2,005)
Other operating expenses (1,000) (979) (1,710)
Depreciation and amortisation (83) (69) (160)
______ ______ ______
Operating (deficit)/ surplus (901) (230) 800
Net interest 4 7 8 (95)
______ ______ ______
Net (deficit)/surplus before taxation (894) (222) 705
Taxation 5 353 89 (58)
______ ______ ______
Retained (deficit)/surplus after taxation (541) (133) 647
______ ______ ______
(Deficit)surplus per share
The combined presentation represents the (deficit)/surplus attributable to
equity shareholders as follows:
Deficit)/surplus per share in HTI in issue
in the period 6 Euro(0.97) Euro(0.26) Euro1.24
______ ______ ______
Deficit)/surplus per share in Hightex
Group plc on admission to AIM 6 Euro(0.004) Euro(0.001) Euro0.005
______ ______ ______
With the exception of exchange differences arising on combination, the HTI Group
had no recognized gains or losses other than the profit for the period. Changes
in combined shareholders' equity are set out in the statement below.
All of the amounts above relate to continuing activities.
COMBINED BALANCE SHEETS
30 June 30 June 31 Dec
Notes 2006 2005 2005
Euro'000 Euro'000 Euro,000
Current assets
Cash and cash equivalents 3,881 2,963 1,567
Inventories and work in progress 44 106 991
Accounts receivable 2,030 3,887 3,422
______ ______ ______
Total current assets 5,955 6,956 5,980
Fixed assets
Intangible fixed assets 296 37 104
Property, plant and equipment (net) 367 402 419
______ ______ ______
Total non-current assets 663 439 523
______ ______ ______
Total assets 6,618 7,395 6,503
______ ______ ______
Current liabilities
Trade accounts payable 771 2,038 1,399
Accrued liabilities and deferred income 1,093 3,453 1,531
Other accounts payable 3,318 1,082 1,695
______ ______ ______
Total current liabilities 5,182 6,573 4,625
Non-current liabilities
Finance lease obligations 1 4 28
Other non-current liabilities 84 317 294
______ ______ ______
Total non-current liabilities 85 321 322
Shareholders' equity
Share capital 6 443 135 399
Share premium account 342 40 40
Retained earnings 566 326 1,117
______ ______ ______
Total shareholders' equity 1,351 501 1,556
______ ______ ______
Total liabilities and shareholder' equity 6,618 7,395 6,503
______ ______ ______
COMBINED STATEMENT OF CASH FLOWS
Notes 6 Months 6 Months 12 Months
30 June 30 June 31 Dec
2006 2005 2005
Euro'000 Euro'000 Euro'000
Cash flows from operating activities
Net operating income (541) (133) 647
Adjustments for:
Depreciation and amortisation 83 69 129
______ ______ ______
Net operating income before working capital
changes (458) (64) 776
Changes in working capital:
Decrease/(increase) in inventories 947 873 (124)
Decrease/(increase) in accounts receivable 1,393 (2,897) (2,318)
(Decrease)/increase in accounts payable (1,591) 2,940 284
______ ______ ______
Net cash used in operating activities 291 852 (1,382)
Cash flows from investing activities
Acquisition of intangible assets 223 - 75
Acquisition of plant and equipment - 147 216
Net cash used in investing activities (223) (1470 (291)
______ ______ ______
Cash flows before financing 68 705 (1,673)
Cash flows from financing activities
Issue of shares for cash 346 - 264
Issue of 5% Secured Guaranteed Convertible Loan
Notes 2011 1,833 - -
Movements in shareholders' loans 43 49 719
Changes in finance leases 24 7 55
______ ______ ______
Net cash provided by financing activities 2,246 56 1,038
______ ______ ______
Net increase/(decrease) in cash and cash
equivalents 2,314 761 (635)
______ ______ ______
Cash and cash equivalents, beginning of
period/year 1,567 2,202 2,202
______ ______ ______
Cash and cash equivalents, end of period/year 3,881 2,963 1,567
______ ______ ______
STATEMENT OF CHANGES IN COMBINED SHAREHOLDERS' EQUITY
Combined share Share premium Retained
capital account earnings Total
_______________________________________________________________
Euro'000 Euro'000 Euro'000 Euro'000
Balances at 1 January 2005 399 40 1,117 1,556
Net deficit for the period - - (541) (541)
Exchange differences on combination - - (10) (10)
Shares issued by HTI 44 302 - 346
_______________________________________________________________
Balances at 30 June 2006 443 342 566 1,351
_______________________________________________________________
The combined share capital and shareholders' equity represents the aggregate of
the issued share capital and shareholder's equity of the entities comprising the
HTI Group and SolarNext in the six months ended 30 June 2006 as set out in Notes
1 and 3 and on the basis of combination set out in Note 2.
On 28 March 2006, HTI completed a placing of 70,000 new shares of 1 Swiss Franc
each for aggregate consideration, before issue costs, of Euro667,000.
Also on 28 March 2006 HTI completed a placing of Euro1,833,333 5% Secured
Guaranteed Convertible Loan Notes due 2011, which converted before the admission
to trading on AIM of Hightex Group plc into shares in HTI and converted again
into ordinary shares in Hightex Group plc on admission to AIM.
On 9 June 2006 HTI issued warrants to subscribe for 13,125 shares at Euro9.523809
per share, those warrants to convert into warrants over 1,128,750 ordinary
shares in Hightex Group plc on admission to AIM.
NOTES TO THE INTERIM FINANCIAL INFORMATION
1. Business of the Hightex International AG ('HTI') Group and SolarNext
Hightex Group plc ('the Company') is the newly formed holding company for the
HTI Group and SolarNext.
HTI is a private company registered in the Canton of Thurgau in Switzerland.
HTI is itself a recently formed holding company for a number of entities which
did not, in the six months ended 30 June 2006, form a legal group of companies
but which were under common management and control throughout that period.
These entities, which are listed in Note 3 below, are referred to as 'the HTI
Group'. SolarNext, a sister company, was also under common management and
control and is accounted for in this financial information as part of the HTI
Group.
The HTI Group is engaged in the design, supply and assembly of polymer membrane
structures and materials for use by architects. Polymer membrane materials are
used by architects in the building and construction industries because they are
flexible and lightweight yet durable and proof against sunlight and weather.
Because of their flexibility and low weight, architects are able to design
buildings and other structures that not only look attractive but are pleasant
and functional due to the transparent and translucent nature of these materials.
In addition, HTI or SolarNext, a sister company also under common management and
control and accounted for in this financial information as part of the HTI
Group, has also acquired licences and other rights to solar IP from a variety of
sources including the Fraunhofer Institute for Solar Energy Systems in Freiburg.
In the period prior to 4 August 2006 a re-organisation of the HTI Group took
place in which HTI acquired the entire issued share capital of each of Hightex
GmbH, Hightex Engineering GmbH and Hightex Limited. On 6 September 2006 the
acquisition of the entire issued share capital of HTI and SolarNext by Hightex
Group plc became effective, on the admission to trading on AIM of the issued
share capital of Hightex Group plc.
2. Basis of presentation and significant accounting policies
The entities comprising the HTI Group have previously prepared financial
information under UK and German generally accepted accounting principles and
IFRS. This financial information is presented on a combined basis. It has been
prepared and presented in accordance with International Financial Reporting
Standards ('IFRS') and in accordance with the accounting policies of the
Company. This basis of presentation is consistent with that adopted in relation
to the HTI Group and SolarNext in the AIM admission document of Hightex Group
plc, which acquired the HTI Group and SolarNext after the balance sheet date, on
6 September 2006.
3. List of principal entities
Principal entities included in the combined financial information are as follows
Name of Company Country Holding Nature of business
Hightex International AG Switzerland 100% Holding Company
Hightex GmbH Germany 100% Design, consultancy, supply,
installation and construction
of membrane structures
Hightex Engineering GmbH Germany 100% Design and engineering of
membrane structures
SolarNext AG Germany 100% Ownership an exploitation of
related technologies
formerly Sun Affairs AG)
Hightex Limited UK 100% Installation and assembly of
membrane structures
Metal System Sp Poland 50% Provision of steel structures
and components
z.o.o.
4. Interest
30 June 30 June 31 Dec
2006 2005 2005
Euro'000 Euro'000 Euro'000
Interest/receivables on bank and
other deposits 7 18 38
Interest/payables on bank and
other borrowings - 10 133
_____ _____ _____
7 8 (95)
_____ _____ _____
5. Taxation
30 June 30 June 31 Dec
2006 2005 2005
Euro'000 Euro'000 Euro'000
Provision for deferred taxation - - (19)
Current taxation credit 353 89 (39)
_____ _____ _____
Corporate taxation credit/(charge) 353 89 (58)
_____ _____ _____
6. Share capital and (deficit)/surplus per share
Analysis of combined issued share capital:
30 June 30 June 31 Dec
2006 2005 2005
Euro'000 Euro'000 Euro'000
Hightex International AG 308 - 264
Hightex GmbH 60 60 60
Hightex Engineering GmbH 25 25 25
Hightex Limited - - -
SolarNext AG (formerly Sun Affairs AG) 50 50 50
_____ _____ _____
443 135 399
_____ _____ _____
(Deficit)/surplus per share is calculated by dividing the deficit or surplus
attributable to equity shareholders in the period ended 30 June 2006 by the
weighted average number of shares in issue in the period.
The deficit attributable to equity shareholders in the period ended 30 June 2006
was Euro541,000 (30 June 2005: Euro133,000) and the surplus attributable to equity
shareholders in the year ended 31 December 2005 was Euro647,000. The weighted
average number of shares in HTI in issue in the period ended 30 June 2006 was
556,740 (30 June 2005: 520,000 and 31 December 2005: 520,000).
Information in relation to the (deficit)/surplus per share attributable to the
number of shares in Hightex Group plc on admission to AIM is provided for
illustrative purposes only.
7. Movement in net funds
30 June 30 June 31 Dec
2006 2005 2005
Euro'000 Euro'000 Euro'000
Loans from shareholders (1,014) (301) (971)
5% Secured Guaranteed Convertible
Loan Notes 2011 (1,833) - -
Cash and cash equivalents 3,881 2,963 1,567
Bank overdrafts - (4) (37)
Finance leases (31) (7) (55)
_____ _____ _____
Net funds 1,003 2,651 504
At start of year 504 1,945 1,945
_____ _____ _____
Movement in net funds 499 706 (1,441)
_____ _____ _____
8. Post balance sheet events
The acquisition by Hightex Group plc of the entire issued share capital of HTI,
and indirectly of its investments in the entire issued share capital of each of
Hightex GmbH, Hightex Engineering GmbH and Hightex Limited, and of SolarNext
became effective on the admission to AIM of Hightex Group plc on 6 September
2006.
9. Nature of financial information
The financial information set out above does not represent statutory financial
statements for Hightex Group plc or for any of the entities comprising the HTI
Group or SolarNext for the period ended 30 June 2006. Neither Hightex
International AG nor of Hightex GmbH, Hightex Engineering GmbH or SolarNext are
required to prepare of file statutory financial statements in the UK and have
not done so. Hightex Limited is required to prepare of file statutory financial
statements in the UK but has in the past taken advantage of the small companies
exemption from the requirement for an audit. The first statutory financial
statements of Hightex Group plc will in respect of the period ending 31 December
2006.
These interim results are being circulated to shareholders in Hightex Group plc.
Further copies can be obtained from the registered office at Masters House,
107 Hammersmith Road, London W14 0QH.
The Directors
Hightex Group plc
Masters House
107 Hammersmith Road
London
W14 0QH
28 September 2006
Dear Sirs
Independent Review Report by MRI Moores Rowland LLP to the shareholders of
Hightex Group plc
Introduction
We have been instructed by the directors of Highex Group plc to review the
financial information on the Hightex International AG ('HTI') Group, including
SolarNext AG ('SolarNext'), for the six months ended 30 June 2006 set out on
pages 3 to 10 and we have read the other information contained in the interim
report for any apparent misstatements or material inconsistencies with the
financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The Listing Rules
of the Financial Services Authority as applicable to AIM listed companies
require that the accounting policies and presentation applied to the interim
figures should be consistent with those applied in preparing the AIM admission
document except where changes, and the reason for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board. A review consists principally of making
enquiries of management and applying analytical procedures to the financial
information and underlying financial data, and based thereon, assessing whether
the accounting policies and presentation have been consistently applied unless
otherwise disclosed. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is
substantially less in scope than an audit performed in accordance with Auditing
Standards and therefore provides a lower level of assurance than an audit.
Accordingly we do not express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information in respect of the HTI Group,
including SolarNext, as presented for the six months ended 30 June 2006.
MRI Moores Rowland LLP
Chartered Accountants
Registered Auditor
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR AKOKPPBKDBCB
Hightex (LSE:HTIG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hightex (LSE:HTIG)
Historical Stock Chart
From Jul 2023 to Jul 2024
