Interim results for the six months ended 31 December 2011 · 1 Interim results for the six months...
Transcript of Interim results for the six months ended 31 December 2011 · 1 Interim results for the six months...
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Interim results for the six months ended 31 December 2011
PureCircle (LSE: PURE) the world’s largest producer and marketer of high purity stevia today announces its unaudited interim results for the six month period from 1 July 2011 to 31 December 2011 (“H1 FY 2012”). The unaudited financial statements comprising profit and loss account and cashflow for the six months to 31 December 2011 and the balance sheet at 31 December 2011 are set out in page 5 to 21 to this announcement, together with unaudited profit and loss and cashflow comparatives for the six months to 31 December 2010 (“H1 FY 2011”) and the audited balance sheet at 30 June 2011.
SUMMARY FINANCIALS
SUMMARY FINANCIALS Six months ended 31 December (US$m)
(H1 FY 2012)
(H1 FY 2011)
Sales 15.2 13.6
Gross profit 1.7 0.9
EBITDA before exceptional costs* (4.1) (4.2)
Net loss after tax before exceptional costs* (6.8) (7.0)
Exceptional costs* (6.3) -
Net loss after tax (13.1) (7.0)
Cash and short term deposits 27.1 30.8
Net debt (70.7) (76.7)
Gross assets 238.1 270.4
Net assets 130.8 152.0
Net assets per share (US cents) 0.85 0.98
*EBITDA and exceptional cost information is set out in the segmental analysis in note 8
Sales: H1 FY 12 sales of $15.2m were in line with expectations and $1.6m (11%) higher than prior year. As expected there were no sales to the Company’s Global Beverage Key Accounts (GBKA’s) in H1, as they continue to use existing inventories. All our new products Natural Flavors and new natural sweeteners launched in Calendar Year 2011 (CY 2011) performed strongly and together contributed $6m (39%) of the total sales. Sales breakdown: $m H1 FY12 H1 FY11
- Sweeteners 11.6 13.6 - Flavors 3.6 0.0 - Total 15.2 13.6
Gross Profit: H1 FY12 gross profit of $1.7m is $0.8m (88%) ahead of H1 FY 11. This reflects diversification and mix of sales with new products and improved variable contributions. However absolute gross profit margin % is below the Group’s long term business model due to low production capacity utilization. Exceptional costs: As was previously announced, having successfully scaled production across CY 2009 and CY 2010, since January 2011 the Group has temporarily slowed down production of Reb A until inventories are better aligned with market demand. As a result in H1 FY 12 the Group has charged $6.3m net of production overhead and related costs to profit that would ordinarily have been charged to inventory production. Inventories: inventories reduced $9m from 30 June 2011 and at $87m are now $26m (23%) lower than their peak at 31 December 2010. Management expects them to reduce further across the next twelve months. Cash and net debt: The Group ended H1 FY 12 with gross cash of $27m and net debt of $71m. Net debt is the same as at 30 June 2011 and $6m lower than at 31 December 2010 ($77m), confirming that the Group has been a net cash generator across CY 2011, despite the exceptional costs. At 31 December 2011 the Group had $60m of cash and facility headroom (31 December 2010: $50m) and is adequately funded to meet all its current plans. Balance sheet: the Group’s balance sheet reflects fully invested production capacity that can support volumes equivalent to more than $250m sales.
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BUSINESS DEVELOPMENTS Supply Chain: Although we reduced Reb A production temporarily, our supply chain has been busy with new products. Our production teams have been successful in scaling production of these new products. Our leaf growing regions both in Kenya and Paraguay are progressing well. The supply chain is robust and in place to support sales in excess of $250m as the market matures. Regulatory: the EU market secured regulatory clearance in December 2011 thereby opening up the world’s largest sweetener market to high purity stevia. Continued regulatory progress in other regions means that all principal markets in the world are expected to be open by the end of CY 2012. Market adoption: the number of Food and Beverage products and the range of product categories using high purity stevia as a sweetening ingredient or flavor continue to increase in all markets. This includes the important Carbonated Soft Drink (CSD) market where we have seen major CSD household brands beginning to adopt stevia as their sweetening option worldwide. As expected, early launches in the EU since approval are more numerous and cover more companies than was seen when the USA market first opened. Consumer demand: Nielsen and other market data shows consumption of high purity stevia based products increasing in all categories. Higher demand is backed up by strong growth in awareness of stevia in all major markets. In France for example awareness has increased 20% across the last twelve months. PureCircle product portfolio: during CY 2011 PureCircle launched a range of new products designed in close consultation with clients and meeting specific market needs, both as natural sweeteners and flavors. Each of the products has been well received, particularly the natural flavors that have been adopted into two billion dollar brands in USA within six months of the launch. Taken together they provide our customers with a flexible formulation tool kit across major price and calorie reduction points. For PureCircle they will provide a well balanced revenue portfolio going forward. Application support: we continue to expand our application support capabilities through our Oak Brook, Illinois Application Center. Our uniquely deep knowledge of formulating with high purity stevia is being recognized increasingly in the market with more and more customers now working actively on projects with our application specialists. Everything Stevia: our inaugural Everything Stevia conference was held in London in November and attracted more than a hundred delegates from major EMEA Food and Beverage companies. Everything Stevia is now being rolled out across Europe with events already held in Spain and Italy and more planned. Customer base: we continue to secure more customers and to build repeat business. Most customers are still at relatively early development stages. But, data shows underlying demand building steadily as customers’ launches expand. Excluding the BGKAs, we estimate that we are working on two to three times as many projects today as a year ago and that our regular order levels are almost five times those of two years ago. Beverage Global Key Accounts (BGKAs): we have highlighted previously that the BGKAs will be the largest long term users of high purity stevia but that whilst they work through their existing stevia inventories, their current demand will be low. This has been the case in H1 FY 12. Whilst their existing product usage is growing particularly with high purity stevia now being adopted into major CSD brands and whilst we expect to see a series of new launches in CY 12, in the EU, Asia and Latin America, we do not expect any significant BGKA demand in FY12. We believe significant BGKA demand will now only kick in from CY 2013 and CY 2014. Joint Ventures: activity levels in both our Joint Ventures (JVs) with Tereos (TPCS) and Nordzucker (NPS) have accelerated sharply with the opening of the EU. Both have rapidly expanding project pipelines and a growing list of customer launches across many EU countries. Our USA JV, NSV, is working to develop both a retail Table-top offer and an industrial B2B business. The JVs will make an initial sales contribution in FY 12, but reflecting the project roll-out timings, it will be FY 13 and FY 14 before their sales are material. Partners: PureCircle has a first class suite of flavor, formulation and distribution partners, including Firmenich, Dohler and Prinova. Across H1 FY 12 all our partners have seen sharp increases in project activity and growing
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customer demand pipelines. As these roll-out they will provide strong additional sales, but it is expected to be FY 13 and FY 14 before these are material. Outlook: With the opening of the important EU market and continued growth in usage across all regions and Food and Beverage categories including major CSD brands we remain confident of the long term future of high purity stevia. The success of our expanded product portfolio and our continued customer acquisition supports our confidence in PureCircle’s leading role in that future. We do not however expect to see rapid sales growth until CY 2013 and CY 2014 when the combination of EU approval, the launches of major stevia sweetened CSDs and the unwinding of BGKA’s inventories take fuller effect. Our business model is sensitive to sales volumes. Whilst sales remain modest relative to our supply chain capacity, our margins too will remain substantially below those of our long term business model. Looking at FY12, we expect H2 to show much stronger revenues than H1. However with BGKA demand tracking later than expected this is likely to impact FY 13 and FY 14 revenues not FY 12. Accordingly our sales guidance for H2 FY12 is in the range of $30m to $50m. Paul Selway-Swift Magomet Malsagov Chairman Chief Executive
“CY 2011 has been a challenging year with PureCircle sales not reflecting the underlying strong growth in the
global high purity stevia market, which accelerated further in December 2011 with the opening of the
important EU market. We have a highly scaled business that leaves our results sensitive to sales volumes.
Across CY 2011 we have seen continued progress of high purity stevia becoming a natural sweetener of choice
across more categories, companies and countries. CY 2011 has also seen the early but strong market adoption
of our proprietary natural flavor products.
CY 2012 has started well with early evidence of the adoption of high purity stevia by the important carbonated
soft drink (CSD) category.
As we mentioned in our Outlook, we remain confident of the long term future of high purity stevia and of our
business. But it will be CY 2013 and CY 2014 before the strong sales growth is apparent.”
Enquiries:
PureCircle Limited (www.purecircle.com)
Magomet Malsagov, CEO +60 1 2388 8049
William Mitchell, CFO +44 7974 005 163
RFC Corporate Finance (NOMAD) +61 8 9480 2500
Steve Allen
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NOTES TO EDITORS
PureCircle is the global leader in the production of high purity Stevia sweeteners and natural flavors. PureCircle is leading the
industry with the development of a sustainable, vertically integrated supply chain operating in four continents. Across these
regions, PureCircle sources dry stevia leaves, undertakes extraction processes and refines the extract into sweeteners which it
markets as a mainstream ingredient to Food and Beverage manufacturers worldwide. PureCircle provides a sustainable cash
crop for rural farming communities in each region and works closely with these communities to maximize the social, economic,
and environmental benefits of its operations. PureCircle’s investment in research and development has given it a leadership
position in the Stevia industry and its scientists are globally recognized experts in their field. PureCircle has pioneered the
industry trust mark “Stevia PureCircle” that educates consumers about the benefits of Stevia and provides a strong base of
trust for both consumers and Food & Beverage companies alike. PureCircle also funds the Global Stevia Institute
(globalsteviainstitute.com) which provides a global platform for stevia education and outreach, led by internationally
recognized health professionals. PureCircle’s corporate offices are located in Chicago, USA; Asuncion, Paraguay; Kuala Lumpur,
Malaysia; Ganzhou, China; Shanghai, China and Kericho, Kenya. PureCircle is listed on the London Stock Exchange AiM market
under the ticker symbol: PURE. For more information on PureCircle visit: www.purecircle.com.
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Condensed consolidated statement of comprehensive income
for the period ended 31 December 2011
Unaudited
Notes Six months ended
31 December 31 December
2011 2010
USD '000 USD '000
Continuing operations
Revenue 15,228 13,574
Fair value (loss)/gain on biological assets (58) 349
Cost of sales (13,474) (13,062)
Gross profit 1,696 861
Other income 4 763 2,487
Other expenses 5 (5,702) (2,066)
Administrative expenses (7,219) (8,061)
Foreign exchange (loss)/gain (1,474) 2,870
Finance income 202 153
Finance costs (3,907) (3,760)
Loss before taxation (15,641) (7,516)
Income tax credit 13 2,559 501
Loss for the period (13,082) (7,015)
Other comprehensive income (net of tax):
Exchange difference arising on translation of foreign Operations
622
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Total comprehensive loss for the period (net of tax) (12,460) (6,892)
Loss for the financial period attributable to:
Owners of the company (13,066) (6,975)
Non-controlling interest (16) (40)
(13,082) (7,015)
Total comprehensive loss attributable to:
Owners of the company (12,462) (6,873)
Non-controlling interest 2 (19)
(12,460) (6,892)
Earnings per share (US cents)
Basic 15 (8.47) (4.54)
Diluted 15 NA NA
Note: NA denotes Not Applicable.
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Condensed consolidated statement of financial position As at 31 December 2011
Unaudited Audited 31 December 30 June Notes 2011 2011 USD '000 USD '000
Assets Non-current assets Property, plant and equipment 9 68,180 70,698 Intangible assets 9 25,006 24,674 Biological assets 11 5,668 5,229 Prepaid land lease payments 3,197 3,094 Deferred tax assets 5,500 3,573
107,551 107,268
Current assets Inventories 10 87,375 96,503 Trade receivables 11,279 14,160 Other receivables, deposits and prepayments 4,675 5,527 Tax recoverable 129 124 Cash and bank balances 27,084 43,137
130,542 159,451
Total assets 238,093 266,719
Equity and liabilities Equity Share capital 14 15,446 15,406 Share premium 14 132,275 131,620 Foreign exchange translation reserve 2,188 1,584 Share option reserve 1,105 1,552 Accumulated losses (20,838) (7,772)
Equity attributable to owners of the company 130,176 142,390 Non-controlling interest 670 668
Total equity 130,846 143,058
Non-current liabilities Deferred tax liabilities 757 1,458 Long-term borrowings 12 83,773 88,997 Deferred income 589 612
85,119 91,067
Current liabilities Trade payables 3,409 2,541 Other payables and accruals 4,115 4,581 Amount due to joint venture partners 563 423 Income tax liabilities 53 38 Short-term borrowings 12 13,988 25,011
22,128 32,594
Total liabilities 107,247 123,661 Total equity and liabilities 238,093 266,719
Net assets per share (USD) 0.85 0.93 -
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Condensed consolidated statement of changes in equity as at 31 December 2011
Attributable to owners of the Company Foreign
exchange Share Non-
Share Share translation option Accumulated controlling Total
capital premium reserve reserve losses Sub-total interest equity
USD '000 USD '000 USD '000 USD '000 USD '000 USD'000 USD '000 USD '000
Balance at 1 July 2011 15,406 131,620 1,584 1,552 (7,772) 142,390 668 143,058
Loss for the period - - - - (13,066) (13,066) (16) (13,082)
Other comprehensive income:
Exchange difference arising on
translation of foreign operations - - 604 - - 604 18 622
Total comprehensive loss for
the period (net of tax) - - 604 - (13,066) (12,462) 2 (12,460)
Share option scheme compensation
expense granted during the period - - - 248 - 248 - 248
Exercise of share options 40 655 - (695) - - - -
Balance at 31 December 2011 15,446 132,275 2,188 1,105 (20,838) 130,176 670 130,846
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Condensed Consolidated Statement of Changes in Equity as at 31 December 2010
Attributable to owners of the Company Foreign
exchange Share Non-
Share Share translation option Retained controlling Total
capital premium reserve reserve earnings Sub-total interest equity
USD '000 USD '000 USD '000 USD '000 USD '000 USD'000 USD '000 USD '000
Balance at 1 July 2010 15,358 130,490 264 994 10,590 157,696 874 158,570
Loss for the period - - - - (6,975) (6,975) (40) (7,015)
Other comprehensive income:
Exchange difference arising on
translation of foreign operations - - 102 - - 102 21 123
Total comprehensive income/(loss) for
the period (net of tax) - - 102 - (6,975) (6,873) (19) (6,892)
Share option scheme compensation
expense granted during the period - - - 352 - 352 - 352
Exercise of share options 47 618 - (653) - 12 - 12
Balance at 31 December 2010 15,405 131,108 366 693 3,615 151,187 855 152,042
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Condensed consolidated cash flow statement for the period ended 31 December 2011 Unaudited 6 months ended
31 December 31 December
2011 2010
USD’000 USD’000
CASH FLOWS FOR OPERATING ACTIVITIES
Loss before taxation (15,641) (7,516)
Adjustments for:-
Amortisation of deferred income (39) 36
Amortisation of prepaid land lease payments 67 83
Depreciation of property, plant and equipment 1,583 2,676
Interest expense 3,907 3,760
Interest income (202) (153)
Other income receivable - (2,100)
Share based payments 248 365
Plant and equipment written down 17 1,545
Intangible assets written off - 50
Inventories written off 109 26
Change in fair value of biological asset 58 (349)
Unrealised exchange gain (1,657) (3,338) Operating cash flow before working capital changes (11,550) (4,915)
Decrease/(increase) in inventories 8,599 (28,602)
Decrease in trade and other receivables 4,017 10,920
Increase in trade and other payables 1,478 200
Increase in biological assets (996) (1,359)
NET CASH FROM/(FOR) OPERATIONS 1,548 (23,756)
Interest received 202 153
Interest paid (3,907) (3,760)
Tax paid (26) (608)
NET CASH FOR OPERATING ACTIVITIES (2,183) (27,971)
CASH FLOWS FOR INVESTING ACTIVITIES
Addition of intangible assets (694) (852)
Addition of property, plant and equipment (782) (3,593)
Proceeds from disposal of property, plant and equipment 200 19 NET CASH FOR INVESTING ACTIVITIES (1,276) (4,426)
BALANCE CARRIED FORWARD (3,459) (32,397)
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Condensed consolidated cash flow statement for the period ended 31 December 2011 (continued) Unaudited 6 months ended
31 December 31 December
2011 2010
USD’000 USD’000
BALANCE BROUGHT FORWARD (3,459) (32,397)
CASH FLOWS FOR FINANCING ACTIVITIES
Drawdown of borrowings 6,457 15,186
Repayment of borrowings (18,097) (16,406)
Net (repayment)/drawdown of hire purchase
(24) 74
NET CASH FOR FINANCING ACTIVITIES (11,664) (1,146)
Effects of foreign exchange rate changes on
cash and cash equivalents (930) 771
CASH AND CASH EQUIVALENTS
AT BEGINNING OF THE PERIOD 41,813 62,674
CASH AND CASH EQUIVALENTS AT END OF THE
FINANCIAL PERIOD 25,760 29,902
GROSS CASH 27,084 30,829
LESS: RESTRICTED CASH (1,324) (927)
CASH AND CASH EQUIVALENTS 25,760 29,902
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Notes to interim financial statements
1. General information The Company was incorporated and registered as a private limited company in Bermuda, under the Companies (Bermuda) Law 1991 (as amended). The Company has its primary listing on the Alternative Investment Market (AiM) operated by the London Stock Exchange, plc.
The Company is engaged principally in the business of investment holding whilst the principal activities
of the rest of the Group are the production, marketing and distribution of natural sweeteners and
flavors.
The unaudited condensed consolidated interim financial statements have been authorised for issue by the Board of Directors on 28 March 2012.
2. Basis of preparation The condensed consolidated interim financial statements for the six months ended 31 December 2011 have been prepared in accordance with IAS 34, “Interim financial reporting”. The condensed consolidated interim financial statements should be read in conjunction with the Group’s annual financial statements for the year ended 30 June 2011, which have been prepared in accordance with IFRSs.
3. Accounting policies
The following standards and amendments to standards are mandatory for the first time for the financial
year beginning 1 July 2011.
(i) IAS 24 (revised) - Related Party Disclosures (effective for annual periods beginning on or after 1
January 2011)
(ii) Amendments to IFRIC 14 - Prepayments of a Minimum Funding Requirements (effective for
annual periods beginning on or after 1 January 2011)
(iii) Improvements to IFRS 2010 - Amendments to IFRS 1, IAS 1 & IAS 7 (effective for annual periods
beginning on or after 1 January 2011)
(iv) Amendments to IFRS 1- Severe Hyperinflation and removal of Fixed Dates for First-time Adopters
(effective for annual periods beginning on or after 1 July 2011)
(v) Amendment to IAS 12 Deferred Tax: Recovery of Underlying Assets (effective for annual periods
beginning on or after 1 January 2012)
The adoption of the revisions and amendments to standards above did not have a material impact on the condensed consolidated interim financial statements for the six months ended 31 December 2011.
4. Other income In H1 FY 12 other income represents a partial write back of a prior year provision and receipt of
government development grants. In H1 FY 11 other income represented a one off settlement of an
insurance claim made in financial year ended 2009.
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5. Other expenses
In H1 FY 12 other expenses of USD5.7mil represent production cost and attributable overheads that
would ordinarily have been charged to inventory, but due to the temporary slowing down of production
have been charged to profit and loss account.
In H1 FY 11 other expenses principally comprised plant and equipment written down following a
decision to reconfigure certain of the Group’s fixed assets to enable the production of an enlarged
product portfolio.
6. Principal risks and uncertainties
The Group set out in its 2011 Annual Report and Financial Statements the principal risks and uncertainties that could impact its performance; these remain unchanged since the Annual Report was published. The Group operates a structured risk management process, which identifies and evaluates risks and uncertainties and reviews mitigation activity.
7. Seasonality
At 31 December 2011 the Group had gross cash of USD27.1m (31 December 2010: USD30.8m) and net debt of USD70.7m (31 December 2010: USD 76.7m). Net debt is defined as short-term and long-term borrowings less cash and bank balances. The Group’s sales are seasonally weighted towards the H2 of each year and net debt is expected to reduce over time as sales increase and then convert to cash. At 31 December 2011, the Group had more than USD60m cash and banking facilities headroom. The Directors believe the banking facilities to be sufficient for projected funding requirements.
8. Segmental information
Management determines the Group’s operating segments based on the criteria used by the Chief
Operating Decision Maker who has been identified as the Chief Executive Officer (CEO) for making
strategic decisions. Management considers the Group to be a single operating segment whose activities
are the production, marketing and distribution of natural sweeteners and flavors.
From a geographical perspective, the Group is a multinational with operations located on all continents,
but managed as one unified global organization. The Group’s markets and its supply chain are based in
the Americas, EMEA (Europe, Middle East and Africa) and Asia Pacific.
In the audited financial statements to 30 June 2011, the group changed the format of the segmental report so as to report more clearly underlying operating performance. In particular the Group adopted the three column approach to identify separately the impact of the exceptional costs. The three column approach has been continued for H1 FY 12 but comparatives for H1 FY 11 are shown as originally reported in a one column format.
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8. Segmental information (Cont’d)
31 December 2011
2011
31 December
2010
Base Exceptional
costs
Total
USD’000 USD’000 USD’000 USD’000
Trading
Revenue 15,228 - 15,228 13,574
Fair value (loss)/gain on biological assets (58) - (58) 349
Cost of sales (13,474) - (13,474) (13,062)
Fixed overhead foreign exchange economic hedge (loss)/gain
- (1,474) (1,474) 2,870
Gross margin 1,696 (1,474) 222 3,731
Other income and expenses 763 (5,702) (4,939) 421
Selling and administrative expenses (7,219) - (7,219) (8,061)
Operating loss (4,760) (7,176) (11,936) (3,909)
EBITDA (4,063) (4,788) (8,851) (4,248)
Adjusted EBITDA (3,757) (4,788) (8,545) (4,232)
Reconciliation of Adjusted EBITDA to loss for the financial year:
Adjusted EBITDA (3,757) (4,788) (8,545) (4,232)
Share based payments (248) - (248) (365)
(Loss)/gain on biological assets (58) - (58) 349
EBITDA (4,063) (4,788) (8,851) (4,248)
Net finance costs (3,705) - (3,705) (3,607)
Taxation 1,711 848 2,559 501
Depreciation and amortisation (1,488) (914) (2,402) (2,764)
Production depreciation in inventory 791 - 791 233
Foreign exchange hedging - (1,474) (1,474) 2,870
Loss for the financial period (6,754) (6,328) (13,082) (7,015)
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8. Segmental information (Cont’d)
Cash Flow 31 December 31 December
2011 2010
USD’000 USD’000
Operating cash flow before working capital changes (11,550) (4,915)
Decrease/(increase) in inventories 8,599 (28,602)
Decrease in receivables 4,017 10,920
Increase in payables 1,478 200
Net cash from/(for) operations 1,548 (23,756)
Net cash for financing activities (11,664) (1,146)
Gross cash at end of the financial period 27,084 30,829
Statement of financial position
Property, plant and equipment 68,180 71,316
Inventories 87,375 113,500
Third party trade receivables 6,967 10,474
Trade receivables from jointly controlled entities 4,312 1,620
Total assets excluding cash and bank balances 211,009 239,548
Cash and bank balances 27,084 30,829
Borrowings (97,761) (107,557)
Net debt (70,677) (76,728)
Geographical information
The primary performance indicators used by the Group are revenues, gross margin, adjusted EBITDA,
net cash from operations, gross cash, gross borrowings and net debt.
Americas
EMEA and
Asia Pacific Unallocated Elimination Total
USD'000 USD'000 USD'000 USD'000 USD'000
31 December 2011
Sales 9,888 32,493 - (27,153) 15,228
Loss for the financial period (2,459) (10,641) - 18 (13,082)
Capital employed 140,849 58,817 - (69,490) 130,176
Non-current assets 11,910 89,158 983 - 102,051
31 December 2010
Sales 8,058 31,404 - (25,888) 13,574
Loss for the financial period (1,883) (4,773) - (359) (7,015)
Capital employed 138,739 66,365 - (53,917) 151,187
Non-current assets 8,578 91,968 1,626 - 102,172
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8. Segmental information (Cont’d)
Gross margin is calculated as the gross profit reported on the face of the profit and loss account,
adjusted for the effect of the economic hedges against the Group’s production operations. EBITDA is
calculated as net profit for the year reported on the face of the profit and loss account, adjusted for
interest, taxation, depreciation and amortization and foreign exchange hedging.
Adjusted EBITDA is calculated as EBITDA adjusted for the non cash items of share based payments and
fair value gain/(loss) on biological assets.
The entity is domiciled in Bermuda. The entity’s non-current assets are located in countries other than
Bermuda. There is no revenue from Bermuda.
9. Property, plant and equipment and intangible assets During the period, the Group invested USD0.8 million in property, plant and equipment.
The addition to intangible assets is in respect of capitalisation of project developments during the
period.
10. Inventories
11. Biological assets
31 December 2011
USD ‘000
30 June 2011
USD ‘000
Raw materials 12,085 17,820
Work-in-progress 13,569 14,964
Finished goods 61,721 63,719
87,375 96,503
Non-current
31 December 2011
USD ‘000
30 June 2011
USD ‘000
At fair value
At 1 July 5,229 8,621
Expenditure incurred 1,202 3,982
Loss arising from changes in fair value (58) (16)
Write-off of biological assets - (1,046)
Decreased due to harvest (206) (6,818)
Foreign exchange translation differences (499) 506
5,668 5,229
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11. Biological assets (Cont’d)
During the period under review, the Group harvested 205 tonnes of stevia leaves which carried fair
value less estimated point-of-sales costs of USD206,000.
At 31 December 2011, stevia leaves comprised approximately 570 hectares stevia leaves plantations
which are immature in Kenya and Paraguay.
12. Borrowings
During the period, the Group drew down a bank loan amounting to USD6.5 million at an interest rate
of 7.89% per annum. The proceeds were used to meet working capital. Repayments of bank loans
amounting to USD18.1 million were made in line with previously disclosed repayment terms. The
weaker Ringgit Malaysia against United States Dollar during the period resulted in decreased in
carrying amount of borrowings amounting to USD4.6 million.
13. Income taxes
Income tax expense is recognised based on management’s best estimate of the weighted average
annual income tax rate expected for the full financial year. The Group has no estimated assessable
profit. Deferred tax assets amounting to USD2,605,000 were recognized in the period.
The Company was granted a tax assurance certificate dated 18 August 2007 under the Exempted
Undertakings Tax Protection Act 1966 pursuant to which it is exempted from any Bermuda taxes (other
than local property taxes) until 28 March 2016. Subsequent to the six months period ended 31
December 2011, a tax assurance certificate dated 1st
February 2012 was received that the Company tax
exemption was extended to 31st
March 2035 following the enactment of the Exempted Undertakings
Tax Protection Amendment Act 2011.
31 December 2011
USD ‘000
30 June 2011
USD ‘000
Current
- Hire purchase 47 49
- Term loans 13,941 24,962
13,988 25,011
Non-Current
- Hire purchase 136 167
- Term loans 83,637 88,830
83,773 88,997
Total borrowings 97,761 114,008
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13. Income taxes (Cont’d)
A subsidiary of the Group, PureCircle Sdn Bhd (PCSB), has been granted the Bio-Nexus Status by the
Malaysian Biotechnology Corporation Sdn Bhd in which PCSB is entitled to a 100% income tax
exemption for a period of 10 years on its first statutory income commencing in 2009. Upon the expiry
of the 10-year incentive period, PCSB will be entitled to a concessionary tax rate of 20% on income
derived from qualifying activities for a further period of 10 years. As at 31 December 2011, PCSB has
not utilised its tax exemption.
Another subsidiary of the Group, PureCircle (Jiangxi) Co. Ltd. (PCJX), has also been granted a 100%
exemption on corporate tax from 1 January to 31 December 2008 and 50% exemption on corporate tax
from 1 January 2009 to 31 December 2011. Beginning 1 January 2012, PCJX will be taxed at the normal
rate of 25%.
14. Share capital and share premium
Number of shares
Ordinary shares
Share premium Total
'000 USD '000 USD '000 USD '000
Balance at 1 July 2011
154,062 15,406 131,620 147,026
Exercise of share options
399 40 655 695
Balance at 31 December 2011
154,461 15,446 132,275 147,721
Balance at 1 July 2010
153,576 15,358 130,490 145,848
Exercise of share options
478 47 618 665
Balance at 31 December 2010
154,054 15,405 131,108 146,513
In accordance with the Company’s Long Term Incentive Plan (LTIP) implemented for the employees,
options exercised during the period to 31 December 2011 resulted in 398,948 shares being issued (31
December 2010: 477,750). In accordance with the terms and conditions of the LTIP, options were
exercised without any consideration.
15. Earnings per share The basic earnings per share is calculated by dividing the loss attributable to owners of the Company by
the weighted average number of ordinary shares in issue during the period.
6 months ended
31 December 2011
31 December 2010
Loss attributable to equity holders of the Company (USD’000) (13,066) (6,975)
Weighted average number of ordinary shares in issue (’000) 154,179 153,704
Basic loss per share (US Cents) (8.47) (4.54)
18
15. Earnings per share (Cont’d)
Diluted earnings per share is not applicable as the potential ordinary shares under the Company’s Long
Term Incentive Plan would have an anti dilutive effect.
16. Dividends No dividends were declared or paid by the Company during the interim period.
17. Contingent liabilities and capital commitments At the end of the period, there are no material contingent liabilities which, upon becoming enforceable, may have a material impact on the financial position of the Group. Capital commitments amounting to approximately USD1,860,000 is approved and contracted for, these are incurred for the purchase of land and upgrading of plant and machinery in Malaysia and China.
18. Events after the end of the reporting period There were no events that had a material impact to the condensed consolidated interim financial statements after the end of the reporting period.
19. Significant related party transactions (a) Identities of related parties:
The Group and / or the Company have related party relationships with:
(i) its subsidiaries and joint ventures;
(ii) the directors who are the key management personnel; and
(iii) companies in which certain directors are common directors and / or substantial shareholders.
The following transactions were carried out by the Group during the period:
19
19. Significant related party transactions (Cont’d)
(b) Related parties
(i) Related Parties
31 December 2011
31 December 2010
USD’000 USD’000
Gross sales of goods to jointly controlled entities
408
3,240
Proportionate accounting (204) (1,620)
Net sales of goods to jointly controlled entities recognised
204 1,620
(ii) Key Management Personnel
Key management includes executive and non-executive directors. The compensation paid or payable to key management for employee services is shown as below:
31 December
2011 31 December
2010
USD’000 USD’000
Paul Selway-Swift 43 44 Magomet Malsagov 70 65 John Robert Slosar 17 20 Olivier Phillipe Marie Maes 19 23 Peter Lai Hock Meng 19 23 Sunny Verghese - - William Mitchell 141 132
309 307
31 December 2011
31 December 2010
USD’000 USD’000
Remuneration 309 307 Professional services rendered 11 -
320 307
20
19. Significant related party transactions (Cont’d)
(b) Related parties (Cont’d)
(ii) Key Management Personnel (Cont’d)
The interests of the Directors as at 31 December 2011 were as follows:-
(iii) Balances with related parties
31 December 2011
31 December 2010
USD’000 USD’000
Amount due from jointly controlled entities 8,790 3,240 Proportionate accounting (4,395) (1,620)
4,395 1,620
Amount due to joint venture partners (563) (258)
Number of Ordinary Shares Of USD0.10 Each At At
The Company 1 July 2011
Bought Sold 31 December 2011
Direct Interests Paul Selway-Swift 308,171 - - 308,171 Magomet Malsagov 15,013,176 42,436 - 15,055,612 John Robert Slosar 1,418,702 12,500 - 1,431,202 Olivier Phillipe Marie Maes
250,810 114,000 - 364,810
Peter Lai Hock Meng 100,000 31,500 - 131,500 Sunny Verghese - - - - William Mitchell 730,095 26,905 - 757,000
Number of Option Over Ordinary Shares Of USD0.10 Each At At
The Company 1 July 2011
Award Exercise 31 December 2011
Direct Interests Paul Selway-Swift - - - -
Magomet Malsagov 285,308 213,128 (42,436) 456,000 John Robert Slosar 12,500 21,700 (12,500) 21,700
Olivier Phillipe Marie Maes
14,000 24,400 (14,000) 24,400
Peter Lai Hock Meng 21,500 24,400 (21,500) 24,400 Sunny Verghese - - - -
William Mitchell 235,227 72,678 (26,905) 281,000
21
20. Changes in Composition of the Group
On 23 August 2011, a wholly owned subsidiary, PureCircle (UK) Limited was incorporated and its
principal activities are sales and marketing of natural sweeteners and flavors.
On 31 August 2011, the Company incorporated a wholly-owned subsidiary, PureCircle China
Agriculture Development Co., Ltd with principal activities in trading of stevia leaf and development of
stevia leaf varieties.
22
Independent review report to PureCircle Limited
PureCircle Limited (Incorporated in Bermuda) Registration No.: 40431
Introduction We have been engaged by the Company to review the condensed consolidated interim financial statements for the six months ended 31 December 2011 set out on pages 5 to 21, which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and related notes.
Directors’ responsibilities
The condensed consolidated interim financial statements are the responsibility of, and have been
approved by, the directors of PureCircle Limited. The directors are responsible for preparing the
condensed consolidated interim financial statements in accordance with the AIM Rules for Companies
which require that the financial information must be presented and prepared in a form consistent with
that which will be adopted in the Company’s annual financial statements.
As disclosed in Note 2, the annual financial statements of the group are prepared in accordance with
International Financial Reporting Standards. The condensed consolidated interim financial statements
have been prepared in accordance with International Accounting Standard 34, "Interim Financial
Reporting" (“IAS 34”).
The maintenance and integrity of the PureCircle Limited website is the responsibility of the directors;
the work carried out by the auditors does not involve consideration of these matters and, accordingly,
the auditors accept no responsibility for any changes that may have occurred to the condensed
consolidated interim financial statements since they were initially presented on the website.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed consolidated interim financial statements based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of preparing the condensed consolidated interim financial statements under IAS 34 and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
23
Independent review report to PureCircle Limited (continued)
PureCircle Limited (Incorporated in Bermuda) Registration No.: 40431
Scope of review
We conducted our review in accordance with International Standard on Review Engagements 2410,
‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’. A review
of interim financial information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with International Standards on
Auditing and consequently does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed
consolidated interim financial statements for the six months ended on 31 December 2011 are not
prepared, in all material respects, in accordance with IAS 34.
PricewaterhouseCoopers
(No. AF: 1146)
Chartered Accountants
Kuala Lumpur
Malaysia
28 March 2012
24
Corporate information
BOARD OF DIRECTORS
Non-executive Chairman
Paul Selway-Swift
Executive Directors
Magomet Malsagov, Chief Executive
William Mitchell, Chief Financial Officer
Non-executive Directors
Peter Lai Hock Meng
Olivier Maes
John Slosar
Sunny Verghese
Audit Committee
Peter Lai Hock Meng (Chairman)
Olivier Maes
John Slosar
Remuneration Committee
Olivier Maes (Chairman)
Paul Selway-Swift
John Slosar
CORPORATE BROKERS
Westhouse Securities Limited
12th
Floor, 1 Angel Court
London EC2R 7HJ
United Kingdom
Mirabaud Securities Limited
33 Grosvenor Place
London SW1X 7HY
United Kingdom
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
AUDITORS
PricewaterhouseCoopers
Chartered Accountants
Level 10, 1 Sentral
Jalan Travers, Kuala Lumpur Sentral
PO Box 10192
50706 Kuala Lumpur
Malaysia
Nomination Committee
Paul Selway-Swift (Chairman)
Magomet Malsagov
Olivier Maes
NOMINATED ADVISER
RFC Corporate Finance Limited
Level 14, 19-31 Pitt Street
Sydney NSW 2000
Australia
Level 15, QV1 Building
250 St George’s Terrace
Perth WA 6000
Australia
25
Shareholder Information INTERNET
Investors and corporate stakeholders
www.purecircle.com
Consumers
www.steviapurecircle.com
Health professionals, customers, policy makers,
consumers
www.globalsteviainstitute.com
REGISTERED OFFICE
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
PRINCIPAL OFFICE & CORRESPONDENCE ADDRESS
PT23419, Lengkuk Teknologi
Techpark @ ENSTEK
71760 Bandar Enstek
Negeri Sembilan, Malaysia
T +606 7987 300
F +606 7913 333
INVESTOR RELATIONS
Request for further copies of the annual report or
other investor relation matters should be addressed to
PureCircle office
SHARE REGISTRAR
In Jersey (Shares) Computershare Investor Services (Channel Islands) Limited PO Box 83, Ordnance House 31 Pier Road, St Helier Jersey JE4 8PW, Channel Islands In the UK (Depositary Interests) Computershare Investor Services plc The Pavilions, Bridgwater Road Bristol BS13 8AE, United Kingdom
ANNUAL GENERAL MEETING
The Annual General Meeting (AGM) will be announced following publication of the Group’s results for financial year 2012. 2012 financial year and corporate calendar Half year end 31 December 2011 Year end 30 June 2012