Cashcloud AG (until 13 February 2015: Cashcloud Holding AG), Basel/Switzerland

Transcription

1 Cashcloud AG (until 13 February 2015: Cashcloud Holding AG), Basel/Switzerland Interim management report for the half-year ended 30 June Company profile: Cashcloud AG, Basel/Switzerland (hereinafter referred to as the Company or the Cashcloud AG ), is parent company for the Cashcloud Group (hereinafter referred to as the Group or the Cashcloud Group ) with the main functions of strategic management and financing of the group s activities. The Cashcloud group of companies specializes in the development of mobile payment systems, which are gaining increasing acceptance worldwide. Cashcloud has developed a unique mobile ewallet application including a mobile payment system for smartphones running on Apple ios and Google Android; it is already available in Germany, Spain, France and the Netherlands. The app allows safe and fast online payments, offline payments via NFC (Near Field Communication) technology, real-time money transfer from person to person, coupons received directly in the app, the ability to earn money via our rewards virtual currency (Cashcredits), a parental sub-account for cost control and much more. 2. Legal structure: Cashcloud AG is the parent company of the Cashcloud Group, consisting of the Company itself and the three 100% owned subsidiaries Cashcloud S.A., Luxembourg, Cashcloud Deutschland GmbH, Darmstadt/Germany, and Cashcloud Technology Services SRL, Sibiu/Romania. Cashcloud AG is the strategic management and financial holding company for the Cashcloud Group and performs the central management function. It focuses on the management and financing of its investments. The entire operational business is carried out throughout the subsidiaries, mainly Cashcloud S.A., Luxembourg. The Company is listed at regulated market (General Standard) of Frankfurt Stock Exchange since 8 June 2015 (symbol: KCC; ISIN CH ). 3. Economic situation: In reference to the sector, the Company expects that mobile payment industry is likely to receive any positive impulses by the increased involvement of large vendors like Apple ("Apple pay"), Samsung (acquisition of "Loop Pay") and Google (acquisition of "Soft Card" and cooperation with the mobile operators AT & T Mobility, T-Mobile USA and Verizon Wireless). In the HY1 2015, the number of registered users of the cashcloud e-wallet application has increased to 133k (76k as of 31 Dec 2014). Correspondingly, the number of transactions for this period has increased to 31k (4k in the period HY1 2014). 4. Financial position of Cashcloud Group: The financial position of Cashcloud Group, is described based on the consolidated financial statement in accordance with International Financial Reporting Standards, International Accounting Cashcloud AG, Basel Interim management report HY Page 1

2 Standards and Interpretations (collectively s) as issued by the International Accounting Standards Board (IASB). The Company as well as the subsidiaries Cashcloud S.A., Luxemburg, Cashcloud Deutschland GmbH, Darmstadt/Germany and Cashcloud Technology Services S.R.L., Sibiu/Romania are consolidated. The presentation of the financial position has been prepared by the semi-annual financial accounts, created by the company and has neither been subject to an external audit nor an external audit review Balance sheet position: Current assets Inventories Trade and other receivables Cash and cash equivalents 520 1, ,693 Non-current assets Intangible assets 1 2 Property, plant and equipment Deposits Total Assets 662 1,728 Current liabilities Loans and borrowings 1, Trade accounts payable Other current liabilities Provisions ,182 1,447 Equity Share capital 2,400 2,400 Share premium 4,689 4,620 Translation Reserve Accumulated deficit -8,756-6,794-1, Total Equity and liabilities 662 1,728 Inventories as of 30 June 2015 of CHF 38k consist entirely of blank (not personalized to users) cards for MasterCard stickers and chip-cards. Other receivables as of 30 June 2015 of CHF 70k mainly include VAT claims. The intangible assets as of 30 June 2015 of CHF 1k consist of standard software licences. Property, plant and equipment as of 30 June 2015 of CHF 18k mainly consist of computer equipment (CHF 14k) and office equipment (CHF 4k). Cashcloud AG, Basel Interim management report HY Page 2

3 Deposits assets as of 30 June 2015 of CHF 14k consist of security deposit accounts for office rentals and e-money transactions. The security deposits are held by Group companies but are not currently available for use by group. The loans and borrowings as of 30 June 2015 of CHF 1,735k consist of short term loans from affiliated enterprises and splits up by CHF 792k from SPP Capital AG, Liechtenstein, and CHF 943k from Confortune Europe AG, Liechtenstein; the increase of CHF 738k versus CHF 998k as of end of 2014 is the result of the funding requirements of the operative business of the group. The trade accounts payable as of 30 June 2015 of CHF 337k include CHF 137k trade liabilities for services for management, legal and accounting performed by Megadon AG in HY Beside this, the main part relates to Cashcloud S.A., Luxemburg, in regard to usual operative business. Other current liabilities as of 30 June 2015 of CHF 38k include VAT payable, social security liabilities or tax on wages payable. The short term provisions of 30 June 2015 of CHF 71k consist of provisions for accounting and audit, for short term employee benefits result from remaining obligations for employees annual leave and for outstanding suppliers invoices Profit and loss position: Revenue 1 1 Other operating income Costs for purchased services and consumables Employee benefit expenses Depreciation and amortisation expenses 5 5 Other operating expenses 1, Operating Profit or Loss -1,944-1,493 Finance expense Finance income 4 15 Financial Result Profit or loss before tax -1,959-1,504 Income tax expenses 2 2 Net profit or loss for the period -1,962-1,506 Revenues in HY amount to CHF 1.4k (HY1 2014: CHF 0.9k). These revenues consist of the ewallet fees contain the provision of the cashcloud application functions. Additionally, the MasterCard/NFC function creates an annual flat fee and so-called interchange fees which are granted by the MasterCard issuer to Cashcloud as service partner. Other operating income in HY amount to CHF 100k (HY1 2014: CHF 28k) mainly arises mainly from customer services, which mainly consist of responding to user requests and hotline questions related to e-money and MasterCard accounts for the main external client PPRO Financial Services Ltd.; the increase is caused by the expansion of the service volume during the relevant periods. Cashcloud AG, Basel Interim management report HY Page 3

4 The costs for purchased services and consumables of CHF 116k in HY (HY1 2014: CHF 139k) comprise mainly the costs for external IT server providers, for external management and operation of e-money accounts and the services from the MasterCard issuer. Employee benefit expenses amount to CHF 484k in HY (HY1 2014: CHF 480k) and consist of wages and salaries (CHF 357k, HY1 2014: CHF 382k), social security contributions (CHF 58k, HY1 2014: CHF 64k) and the anticipated costs of the share-based payment awards (CHF 69k, HY1 2014: CHF34k). The depreciation and amortisation expenses of CHF 5k (HY1 2014: CHF 5k) relate to computer hardware and office equipment. Other operating expenses amount to CHF 1,440k in HY (HY1 2014: CHF 989k) and arise mainly of external consulting (CHF154k; HY1 2014: CHF 72k), IT development (CHF 481k, HY1 2014: CHF 289k), marketing (CHF 276k, HY1 2014: CHF 375k), legal and accounting expenses (CHF 228k, HY1 2014: CHF 55k), and travelling expenses (CHF 28k, HY1 2014: CHF 40k). The financial result of CHF -16k (HY1 2014: -11) arise from interest provisions on loans from related parties (SPP Capital AG, Liechtenstein, and Confortune Europe AG, Liechtenstein) of CHF 15k and net exchange losses recognised of CHF 1k (HY1 2014: CHF 1k). The increase of the net loss of CHF -1,962k in HY (HY1 2014: CHF 1,559) mainly reflects external consulting, legal and accounting expenses in context of the stock exchange listing on the Frankfurt Stock Exchange in June Cash flow position: Cash flows from operating activities Net profit or loss for the period -1,962-1,506 Adjustments for: Depreciation of property, plant and equipment 3 4 Amortisation of intangible fixed assets 2 0 Finance income -4 0 Finance expense Share-based payment expense Income tax expenses 2 2-1,870-1,455 Increase / Decrease in trade and other receivables -6 0 Increase / Decrease in inventories Decrease / Increase in trade and other payables Decrease / Increase in provisions and employee benefits Cash used in operations -1,868-1,557 Income taxes paid -2-2 Net cash flows from operating activities -1,871-1,559 Investing activities Purchase (-) of property, plant and equipment 0-10 Disposal (+) of property, plant and equipment 0 5 Disposal (+)/ Purchase (-) of intangibles 2-1 Cashcloud AG, Basel Interim management report HY Page 4

5 Disposal (+)/ Purchase (-) of financial assets 2 0 Net cash from /(used) in investing activities 4-5 Financing activities Proceeds from borrowings 738 1,424 Interest paid Proceeds from issuing of share capital 0 1 Net cash flows from financing activities 722 1,414 Net increase in cash and cash equivalents -1, Cash and cash equivalents at beginning of the period 1, Effect of exchange rate fluctuations on cash and cash equivalents 84-3 Cash and cash equivalents at end of the period The net cash flows from operating activities amounting to CHF -1,871k in HY (HY1 2014: CHF 1,559) corresponds to higher operative loss in the relative period. This effect mainly arises from efforts regarding stock exchange listing. The increase of the cash flow from investment activities of CHF 4k in HY (HY1 2014: -5k) related to the situation that main investments in computer hardware and office equipment has been done in 2013 and early 2014 so that in the current period the investment requirements are mainly reduced to replacement investments. The net cash flows from financing activities arise from funding by related parties amounting to CHF 722k. This relates to loans from related parties SPP Capital AG, Liechtenstein, and Confortune Europe AG, Liechtenstein, which in total amount to CHF 1,735k as of 30 June In total and under consideration of foreign exchange effects, the cash and cash equivalents have reduced during HY by CHF 1,061k to CHF 520k. 5. Financial position of Cashcloud AG: The financial position of Cashcloud AG, Basel/Switzerland, is described based on the individual financial statement according to Swiss Accounting Standards. The subsidiaries Cashcloud S.A., Luxemburg, Cashcloud Deutschland GmbH, Darmstadt/Germany and Cashcloud Technology Services S.R.L., Sibiu/Romania are shown as financial assets and are not consolidated. The presentation of the financial position has been prepared by the semi-annual financial accounts, created by the company and has neither been subject to an external audit nor an external audit review Balance sheet position: Swiss GAAP Swiss GAAP Current Assets Cash and cash equivalents 4 1,051 Receivables from related parties 0 1 Other current assets ,056 Cashcloud AG, Basel Interim management report HY Page 5

6 Non-current assets: Software development costs Financial Assets: Investments in group subsidiaries Loans to group companies 6,445 4,934 6,985 5,474 TOTAL ASSETS 7,002 6,559 Current Liabilities Other current liabilities 17 0 Liabilities towards related parties 1, Accruals and provisions , Equity: Share capital (par value 0.20 CHF) 2,400 2,400 Share premium 4,869 4,869 Accumulated profit (deficit) Profit (loss) for the period -1, ,068 6,415 TOTAL EQUITY AND LIABILITIES 7,002 6,559 Other current assets of CHF 13k (31 Dec 2014: CHF 4k) consist of VAT receivables. The decrease of the total current assets of CHF 17k (31 Dec 2014: CHF 1,056k) mainly results from decrease of cash and cash equivalents to CHF 4k (31 Dec 2014: 1,051k). The non-current assets decrease to zero. This results from the revaluation of the formerly activated software development costs to zero (31 Dec 2014: CHF 29k), as the software is no longer in use for administration of the subsidiaries. The investments in group subsidiaries of CHF 540K (31 Dec 2014: CHF 540k) consist of 100 % shareholdings in Cashcloud S.A., Luxemburg (CHF 510k), Cashcloud Deutschland GmbH, Darmstadt/Germany (CHF 30k) and Cashcloud Technology Services S.R.L., Sibiu/Romania (CHF 0.1k). The loans to group companies amounting to CHF 6,445k (31 Dec 2014: CHF 4,934k) consist solely of the intercompany loan to Cashcloud S.A., Luxemburg, for financing current operative activity connected to the creation and distribution of the Cashcloud application. Beside additional bilateral loans during the reporting period, the increase results from a transfer of loans from related parties (SPP Capital AG, Balzers/Liechtenstein and Confortune Europe AG, Balzers/Liechtenstein) from Cashcloud S.A., Luxembourg, to Cashcloud AG, Basel, amounting to a total of EUR 815k which has been settled with the intercompany loan arrangement and therefore led to an increase of the operative intercompany loan to Cashcloud S.A. by CHF 849k as of 30 June Other current liabilities of CHF 17k (31 Dec 2014: -) consist of trade liabilities to third parties. The increase of liabilities towards related parties of CHF 1,872k (31 Dec 2014: CHF 18k) mainly result from loans from SPP Capital AG, Balzers/Liechtenstein (CHF 792k) and Confortune Europe AG, Balzers/Liechtenstein (CHF 943k). Further, the liabilities towards related parties contain CHF 137k trade liabilities for services for management, legal and accounting performed by Megadon AG. Cashcloud AG, Basel Interim management report HY Page 6

7 The accruals and provisions have reduced to CHF 45k (31 Dec 2014: 125k) and mainly consist of interest accruals (CHF 16k), accounting and audit (CHF 10.0), invoices outstanding for services (CHF 18k), and taxes (CHF 1k). The share capital of CHF 2,400k and the share premium of CHF 4,869k remain unchanged in the reporting period Profit and loss position: Swiss GAAP Swiss GAAP Revenues 0 0 Other income 0 0 Services by related parties Accounting, legal and advisory services Office and administrative expenses Total operating costs Earnings before Interest, tax and depreciation Depreciation 29 0 Earnings before interest and tax Financial income 3 33 Financial expense Net income before tax -1, Taxes 0 1 NET INCOME (LOSS) -1, The cost of services by related parties amounts to CHF 93k in the reporting period (HY1 2014: CHF 54k) and results from the management, legal and accounting services, executed by Megadon AG. The increase results from the preparation of stock exchange listing in June The costs for accounting, legal and advisory services increased to CHF 296k (HY1 2014: CHF 3k). These costs consist of legal services fees (CHF 81k), accounting and audit (CHF 149k) and fees for other consulting (CHF 34k) as well as investor relations expenses of CHF 32k (HY1 2014: -) were mainly caused by the preparation of the stock exchange listing. Office and administrative expenses CHF 139k (HY1 2014: CHF 8k) increased mainly as a result of bank fees connected with the stock exchange listing. The financial income of CHF 3k (HY1 2014: CHF 33k) result from currency effects on loans received in EUR and the EUR bank account. The financial expenses amounting to CHF 792k (HY1 2014: CHF 21k) mainly result from currency effects (CHF 787k) caused by changes of the EUR-CHF rate in the reporting period in connection with the operative intercompany loan to Cashcloud S.A., Luxembourg, which is issued in EUR. Beside this, interest expenses for loans from related parties are included (CHF 5k). Cashcloud AG, Basel Interim management report HY Page 7

8 6. Risk report: The Board of Directors reviews on an ongoing basis the risk position of the company and implements necessary measures of improvement, as applicable. Main risk is a potential failure to implement the funding plans and to increase the capital position consistent with the business plan. On 8 June 2015, the shares of Cashcloud AG were listed on the General Standard of the Frankfurt Stock Exchange and admitted to trading (ISIN CH , ticker symbol KCC ). The flotation did not entail a capital increase, but provides the company with access to the capital market to fund growth. The Frankfurt Stock Exchange decided on 30 June 2015 to suspend trading; the trading was reopened at 30 July The reasons were not provided by the Frankfurt Stock Exchange. 7. Outlook: Currently investors have committed to a capital increase amounting to the equivalent of EUR 4.3 million, which split-up in EUR 2.5 million in cash and EUR 1.8 million as waiver of claims. The capital increase is scheduled in 3 rd quarter This funding is expected to ensure the operative financing until at least end of the year The company plans a further substantial capital increase through private or public offering of shares which should give the cashcloud group the opportunity to invest significantly in marketing campaigns and IT development in order to significantly increase the user base. Basel, 26 August 2015 Cashcloud AG, Basel Interim management report HY Page 8