Mars One Ventures AG. Basel/Switzerland

Transcription

1 Mars One Ventures AG (until 2 August 2016: Cashcloud AG; until 2 December 2016: InFin Innovative Finance AG) Basel/Switzerland Management report for the year ended 31 December Company profile: Mars One Ventures AG, Basel/Switzerland ( Mars One AG or the Company ) is a company domiciled in Switzerland. The Company has been renamed from Cashcloud AG (until 2 August 2016) to InFin Innovative Finance AG (2 August 2016 until 2 December 2016) and to Mars One Ventures AG (since 2 December 2016). The Company s main functions are strategic management and financing of the Group s activities. The Group was primarily involved in the development and marketing of a mobile ewallet application including a mobile payment system for smartphones running on Apple ios and Google Android products. The main parts of this business were sold to a third party investor during the current business year. Currently, the focus of the Company is reduced to a minority shareholding on Mars One Merchandise PLC, London (UK), acting as venture capitalist. However, it is intended to take over all shares in Mars One Merchandise PLC so that future business model is planned to be the managing of the global and exclusive rights connected to the mission to Mars, which is in preparation to be implemented by Mars One Foundation, seated in the Netherlands. 2. Legal structure: Mars One Ventures AG is the strategic management and financial holding company for the Group and performs the central management function. It focuses on the management and financing of its investments. At the beginning of the current business year, Mars One Ventures AG was the parent company of the Cashcloud operations in the respective period, consisting of three 100% owned subsidiaries Cashcloud S.A., Luxembourg, Cashcloud Deutschland GmbH, Darmstadt/Germany, and Cashcloud Technology Services SRL, Sibiu/Romania. A further 100% owned subsidiary, Cashcloud Finance GmbH, Frankfurt Main/Germany, was founded in the current year with the intention to execute funding activities, but has been not active. The shares a third subsidiary Cashcloud Deutschland GmbH were sold as of 1 April 2016, in this context the German operations were moved to Cashcloud S.A., Luxembourg. The shares of Cashcloud S.A. were sold as of 2 August 2016 to a third party investor and therefore the main Cashcloud operations were disposed. As of 7 October 2016 the Company has acquired a shareholding of 750 shares in Mars One Merchandise PLC, London (UK) through a contribution in kind by which new shares of the Company were issued; this shareholding in Mars One Merchandise PLC reflects 3,07% of its total share capital of shares. The Company is listed at the regulated market (General Standard) of Frankfurt Stock Exchange since 8 June 2015 (symbol: KCC; ISIN CH ). 3. Economic situation: Due to the disposal of the Cashcloud activities, the economic situation of the mobile payment industry is no longer relevant for the Company. Mars One Ventures AG, Basel Management report 2016 Page 1

2 4. Financial position of the Group: The financial position of the Group, is described based on the consolidated financial statement in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively s) as issued by the International Accounting Standards Board (IASB). The Company as well as the subsidiaries Cashcloud Technology Services S.R.L., Sibiu/Romania, and Cashcloud Finance GmbH, Frankfurt Main/Germany are consolidated. Due to the disposal of the Cashcloud business, the profit or loss of the former subsidiaries Cashcloud S.A., Luxemburg (1 January 2 August 2016), and Cashcloud Deutschland GmbH, Darmstadt/Germany (1 January 31 March 2016) are shown in the consolidated accounts as discontinued operations for the time until their exit from the Group. The presentation of the financial position has been prepared by the company and has been audited by MOORE STEPHENS EXPERT (ZURICH) AG, Zurich Balance sheet position: Current assets Inventories 0 46 Trade and other receivables Prepayments and other current assets 11 0 Cash and cash equivalents Non-current assets Intangible assets 0 45 Property, plant and equipment 2 16 Financial assets 1' ' Total Assets 1' Current liabilities Loans and borrowings Trade accounts payable Tax liabilities 84 0 Other current liabilities Provisions Non-current liabilities Loans from third parties (subordinated) 1'319-1'319 - Equity Share capital 3' Share premium 9' Translation Reserve Accumulated deficit -12' Total Equity and liabilities 1' Mars One Ventures AG, Basel Management report 2016 Page 2

3 Inventories as of 31 December 2016 have been reduced to zero due to the disposal of the mobile payment business. Trade and other receivables as of 31 December 2016 of CHF 529k mainly include a loan to former Group company Cashcloud S.A. (CHF 461k), as well as trade receivables and VAT claims. The intangible assets as of 31 December 2016 have been reduced to zero due to the disposal of the mobile payment business. Property, plant and equipment as of 31 December 2016 of CHF 2k mainly consist of computer and office equipment of the Romanian service centre. The total amount has been reduced significantly due to the disposal of the mobile payment business. Financial assets consist as of 31 December 2016 of CHF 1 123k consist of deposits (CHF 1k) and the minority shareholding in Mars One Merchandise PLC (CHF 1 122k). The Non-current liabilities as of 31 December 2016 of CHF 1 319k consist of a subordinated loan which was granted by the acquirer in connection with the sale of the Cashcloud business. The current loans and borrowings as of 31 December 2016 of CHF 162k consist of short term loans. These loans have been created by a transfer of the formerly existing loans to the acquirer of the operative Cashcloud business (and affiliated persons of the acquirer). The trade accounts payable as of 31 December 2016 of CHF 22k include liabilities to third parties in connection to administrations services of the Company. Other current liabilities as of 31 December 2016 of CHF 56k include mainly social security and a disputed claim from a former related party (CHF 49k). The short term provisions of 31 December 2016 of CHF 75k consist of provisions for taxes, accounting and audit and for outstanding suppliers invoices. The total amount has been reduced significantly due to the disposal of the mobile payment business Profit and loss position: Continuing Operations Revenue 0 44 Other operating income Costs for purchased services and consumables Employee benefit expenses 191 1'196 Depreciation and amortisation expenses 3 11 Other operating expenses 763 3'049 Operating Profit or Loss '385 Finance expense Finance income 57 3 Financial Result Profit or loss before tax '451 Income tax expenses 4 18 Profit (loss) continuing operations '469 Discontinued Operations Profit (loss) from discontinued operations, net of tax 9'454 0 Net profit or loss for the period -10'265-4'469 Mars One Ventures AG, Basel Management report 2016 Page 3

4 Revenues in 2016 have been reduced to zero due to the disposal of the mobile payment business. Other operating income in 2016 amount to CHF 140k (2015: CHF 234k) 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. as well as from services towards Cashcloud S.A. after its disposal and exit from the Group. The decrease versus 2015 is caused by a reduction of the business volume ordered by the external client. The costs for purchased services and consumables of CHF 2k in 2016 (2015: CHF 405k) have been significantly reduced due to the disposal of the mobile payment business. The remaining expenses relate to the Romanian service centre. Employee benefit expenses amount to CHF 191k in 2016 (2015: CHF 1 196k) have been reduced to zero due to the disposal of the mobile payment business. The remaining expenses relate to the Romanian service centre. The depreciation and amortisation expenses of CHF 3k in 2016 (2015: CHF 11k) relate to computer hardware, office equipment and an acquired software licence. Other operating expenses amount to CHF 763k in 2016 (2015: CHF 3 049k) and arise mainly of external consulting (CHF 83k; 2015: CHF 493k), IT development (CHF ---, 2015: CHF 930k), marketing & investor relations (CHF 17k, 2015: CHF 674k), legal and accounting expenses (CHF 224k, 2015: CHF 385k), taxes on capital (CHF 84k; 2015: --), and travelling expenses (CHF 2k, 2015: CHF 63k). The significant reduction is caused by the disposal of the mobile payment business. The financial result of CHF 13k in 2016 (2015: -66) arise from interest expenses on loans of CHF 37k (2015: 67k), interest received of CHF 5k (2015: CHF 0k) and net exchange gains recognised of CHF 45k (2015: CHF 1k). The decreased net loss from continued operations of CHF -810k in 2016 (2015: CHF 4 469) is caused by the disposal of the mobile payment business. The loss from discontinued operations of CHF 9 454k is a result of the operating loss of the Cashcloud business until its disposal (CHF 1 080k) and the loss realized with the transaction (CHF 8 383k). Mars One Ventures AG, Basel Management report 2016 Page 4

5 4.3. Cash flow position: Cash flows from operating activities Net profit or loss for the period -10'265-4'469 Adjustments for: Depreciation of property, plant and equipment 3 3 Amortisation of intangible fixed assets 0 9 Finance income Finance expense Loss on sale of discontinued operations, net of tax 9'465 0 Share-based payment expense Income tax expenses '150 Increase / Decrease in trade and other receivables Increase / Decrease in inventories 46 3 Decrease / Increase in trade and other payables Decrease / Increase in provisions and employee benefits Cash used in operations -1'656-3'931 Income taxes paid Net cash flows from operating activities -1'661-3'948 Investing activities Disposal (+) of property, plant and equipment 15 7 Disposal (+) / Purchase (-) of intangibles Disposal (+) / Purchase (-) of financial assets 13-2 Interest 5 0 Net cash from / (used) in investing activities Financing activities Proceeds from borrowings 1' Interest Proceeds from issuing of share capital 42 3'256 Net cash flows from financing activities 1'306 2'370 Net increase in cash and cash equivalents '608 Cash and cash equivalents at beginning of the period 69 1'580 Effect of exchange rate fluctuations on cash and cash equivalents Cash and cash equivalents at end of the period The net cash flows from operating activities amounting to CHF -787k in 2016 (2015: CHF 4 150) have been significantly reduced due to the disposal of the mobile payment business. The remaining negative cash flow mainly reflects the administration activities of the Company. The cash flow from investment activities of CHF 81k in 2016 (2015: -30k) is related to the disinvestment of assets related to the cashcloud business. The net cash flows from financing activities amounting to CHF 1 306k in 2016 (2015: 2 370k) relate to loan funding during the period for the administration activities of the Company and the current Cashcloud operations until its disposal. In total and under consideration of foreign exchange effects, the cash and cash equivalents have decreased 2016 by CHF 17k to CHF 52k. Mars One Ventures AG, Basel Management report 2016 Page 5

6 5. Financial position of Mars One Ventures AG: The financial position of Mars One Ventures AG, Basel/Switzerland, is described based on the individual financial statement according to Swiss Accounting Law. The subsidiaries Cashcloud S.A., Luxemburg (disposed in the current year), Cashcloud Deutschland GmbH, Darmstadt/Germany (disposed in the current year), Cashcloud Technology Services S.R.L., Sibiu/Romania and Cashcloud Finance GmbH (founded in the current year) are shown as investments and are not consolidated. The presentation of the financial position has been prepared by the annual financial accounts, created by the company. The financial accounts of year 2016 have been audited by MOORE STEPHENS EXPERT (ZURICH) AG, Zurich Balance sheet position: Swiss GAAP Swiss GAAP Current Assets Cash and cash equivalents Receivables from related parties 0 16 Other current receivables Deferred assets Non-current assets: Financial Assets: - Loans to group companies Loans to third parties Investments 1' Intangible assets - Software development costs 0 0,0 1' TOTAL ASSETS 1' Mars One Ventures AG, Basel Management report 2016 Page 6

7 Non-current Liabilities: Other Interest bearing liabilities - towards third parties 1' '319 0 Current liabilities: Other Interest bearing liabilities - towards third parties towards shareholders and other related parties Other current liabilities - towards third parties towards shareholders and other related parties 0 62 Accruals Equity: Share capital (par value 0.20 CHF) 3'621 2'478 Legal reserves from capital contribution 8'133 8'112 Accumulated profit (deficit) -2' Profit (loss) for the period -9'059-1' '849 TOTAL EQUITY AND LIABILITIES 1'663 8'439 Other current assets of CHF 26k (2015: CHF 15k) consist of VAT receivables. The deferred assets of CHF 11k (2015: ---) consist of a prepayment for external services for The financial assets (loans to third parties companies) amounting to CHF 461k (2015: ---) consist solely of the loan to Cashcloud S.A., Luxemburg, which is no longer qualified as related party after the disposal of the operating Cashcloud activities. The loan amount to Cashcloud S.A. has been reduced in the context of the transaction (loans to group companies 2015: CHF 7 873k). The investments are related to shares in group subsidiaries of CHF 1 136k (2015: CHF 510k) consist of 100 % of the shares in Cashcloud Technology Services S.R.L., Sibiu/Romania (CHF 0,1k), 100% of the shares Cashcloud Finance GmbH, Frankfurt Main/Germany (CHF 13k) and 3,07% of the shares Mars One Merchandise PLC (CHF 1 122,5k). The shares in Cashcloud Deutschland GmbH, Darmstadt/Germany has been sold effective as of 1 April 2016; the shares in Cashcloud S.A. have been sold as of 2 August The increase of non-current (CHF 1 319k) and current (CHF 162k) interest bearing liabilities towards third parties of CHF 1 481k (2015: ---) result from loans towards the acquirer of the Cashcloud business (and its related persons) which was mainly generated by a takeover of existing loans. Correspondingly, the loans towards shareholders (2015: CHF 180k) reduced to zero. Other current liabilities towards third parties of CHF 155k (2015: 220) consist of trade liabilities to third parties. The accruals have decreased to CHF 72k (2015: 128k) and consist of accrued expenses for taxes (CHF 42k) accounting and audit (CHF 25k) and for invoices outstanding for services (CHF 5k). As of 31 December 2016, the share capital has increased to CHF 3 621k (2015: CHF2 478k) due to the capital increase through the execution of employee stock options (CHF 21k) and the contribution of the Mars One shares as a contribution in kind (1 122,5k). Mars One Ventures AG, Basel Management report 2016 Page 7

8 5.2. Profit and loss position: Revenues 0 0 Other income Accounting, legal and advisory services 353 1'000 Office and administrative expenses Total operating costs 634 1'349 Operating result before depreciation and amortisation, financial result taxes '334 Depreciation 7' Valuation allowance Earnings before interest and tax -8'991-1'393 Financial income Financial expense Net income before tax -8'974-1'881 Taxes 85 6 NET INCOME (LOSS) -9'059-1'887 The costs for accounting, legal and advisory services decreased to CHF 353k (2015: CHF 1 000k), consisting of legal services fees (CHF 200k), accounting and audit (CHF 57k), fees for consulting (CHF 79k) and investor relations expenses (CHF 17k). The decrease results mainly from unusual costs through the preparation of stock exchange listing in the previous year Office and administrative expenses CHF 281k (2015: CHF 349k) decreased mainly as a result of the reduction of number of members of the board of directors. The financial income of CHF 55k (CHF 128k) is a result from currency effects (CHF 50k) and interest income on loans (CHF 5k). The financial expenses amounting to CHF 38k (2015: CHF 616k) mainly result from interest expenses for loans. Taxes of CHF 85k (2015: CHF 6k) are assessed and accrued expenses for tax on capital. 6. Personnel: Due to the disposal of the Cashcloud business the group s employed personnel is reduced the Romanian service Centre (4 FTE in the respective period). 7. Research & development: Due to the disposal of the Cashcloud activities, research and development for the mobile payment activities are no longer of relevance for the group. 8. 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. 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. Mars One Ventures AG, Basel Management report 2016 Page 8

9 9. Remuneration report: The Company issues a Remuneration Report (Vergütungsbericht) according to Art. 663b bis OR. 10. Extraordinary occurrences: Additionally to Sven Donhuysen as member of the board of directors, Moritz Hunzinger, Peter Heinz and Rainer Maurice Wunderlin were appointed as new members of the board of directors effective as of 1 January Resignations from the board of directors were: Sven Donhuysen (3 March 2016), Rainer Maurice Wunderlin (19 May 2016), Peter Heinz (7 September 2016). As Sven Donhuysen resigned from Board of Directors, he and his major shareholdings (Moelia Development, Murcia, Spain, and Megadon AG, Basel, Switzerland) are no longer treated as related parties. As Cybernet Capital Ltd., UK, has reduced its shareholding to zero, it is no longer treated as related party. The Company has sold the operative Cashcloud business to a third party investor in August Therefore, Cashcloud S.A., Luxembourg, is no longer treated as related party after the disposal. As of 7 October 2016 the Company has acquired a shareholding of 3,07% shares in Mars One Merchandise PLC, London (UK) through a contribution in kind. 11. Outlook: As of 1 March 2017 the Company has taken over further of shares of Mars One Ventures PLC, UK, through a contribution in kind. Now the company holds shares (equal to 100%) in Mars One Ventures PLC. Therefore, the future business model of the Company is managing of the global and exclusive rights connected to the mission to Mars, which in in preparation to be implemented by Mars One Foundation, seated in the Netherlands. Due to the above mentioned changes in the business model there were several changes in the Board of Directors in Mars One Venture AG, Basel 30 October 2017 Mars One Ventures AG, Basel Management report 2016 Page 9