CSM Group Half Year Year Announcement FY 2020
1
CSM Group Limited
P O Box 105745
Auckland
CSM Group Limited (NZX: CSM)
The Board of CSM Group Limited (NZX: CSM) has today announced the unaudited half-year financial
results of the business for the six months ended 31 December 2019 (HY2020).
Half year results announcement for the six months ended 31 December 2019
Results for announcement to the market
Name of issuer CSM Group Limited (NZX: CSM)
Reporting Period 6 months to 31 December 2019
Previous Reporting Period 6 months to 31 December 2018
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$7 (49)%
Total Revenue $7 (49)%
Net profit/(loss) from
continuing operations
$(251) (36)%
Total net profit/(loss) $(251) (75)%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$0.0043 $0.0049
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer below and to the interim financial statements that accompany
this announcement.
2
Authority for this announcement
Name of person authorised to
make this announcement
Roger Gower
Contact person for this
announcement
Roger Gower
Contact phone number 027 591 4112
Contact email address roger@gower.ac
Date of release through MAP 20 February 2020
Result
The financial result for the Group for the six months ended 31 December 2019 is a loss of NZ$251,000.
The loss is mainly a result of costs required to be incurred to maintain a listing on the NZX.
Potential Acquisition
CSM advised the market on 11 December 2019 that it had reached a conditional agreement to acquire
100% of The Good Brand Company Limited, a sales and marketing business and Me Today Limited
(which represents the wellness brand me|today
tm
), both of which operate in the health and wellness
sector.
The transaction values the The Good Brand Company and Me Today at $5.55 million including $1
million of cash, whilst the listed shell of CSM is valued at $2.1 million. CSM will satisfy the
consideration required to buy The Good Brand Company Limited and Me Today Limited by the issue of
1,110,000,000 new CSM shares at an issue price of $0.005 per share.
CSM intends to undertake a placement of up to $1,500,000 at $0.005 per share to wholesale investors
(the same price that applies to the issue of shares to the vendors of the businesses being acquired).
Shareholder approval and timing
The transaction is subject to approval by the shareholders of CSM under the NZX Listing Rules, the
Companies Act and the Takeovers Code. CSM expects to send information to shareholders in March,
to enable them to vote on the transaction at a shareholders’ meeting, anticipated, to be held in late
March. The information provided to shareholders will comprise a Notice of Meeting (including the
resolutions required to implement the acquisition), a Listing Profile and an Independent Adviser’s
Report.
Subject to all the appropriate approvals being received, the completion date of the acquisition is
expected to be 31 March 2020, at which time CSM would change its name to Me Today Limited.
Please refer to the announcements dated 11 and 20 December 2019 for more information about The
Good Brand Company Limited, me|today
tm
and the transaction generally.
Interim Financial Statements
Unaudited interim financial statements accompany this announcement.
Ends
---
CSM Group Limited
Interim Financial Statements
For the six months ended 31 December 2019
CSM Group Limited
Interim Financial Report
For the six months ended 31 December 2019
2
Contents
Consolidated Statement of Comprehensive Income 3
Consolidated Statement of Changes in Equity 4
Consolidated Statement of Financial Position 5
Consolidated Statement of Cash Flows 6
Notes to the Consolidated Financial Statements 7
Company Directory 12
CSM Group Limited
Consolidated Statement of Comprehensive Income
For the six months ended 31 December 2019
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.
3
6 mths ended
6 mths ended
31 Dec 201931 Dec 2018
(unaudited)(unaudited)
Note
NZ$'000NZ$'000
Operating revenue
--
Other income--
Administrative expenses1(291)(323)
Operating loss(291)(323)
Finance income715
Exchange gain (loss)33(82)
Loss before income tax(251)(390)
Income tax expense--
Loss from continuing operations
(251)(390)
Discontinued operations
Gain (loss) from discontinued operations (net of tax)-66
Transfer from foreign currency translation reserve on wind up of subsidiary-(697)
Net loss attributable to shareholders(251)(1,022)
Other comprehensive income
Other comprehensive income for the period, net of tax--
Total comprehensive loss for the year attributable to shareholders(251)(1,022)
Total comprehensive loss for the year attributable to shareholders
Continuing operations(251)(390)
Discontinued operations-(632)
(251)(1,022)
Earnings (loss) per share from continuing operations:
- basic and diluted loss per share (cents)2(0.061)(0.094)
Earnings (loss) per share from continuing and discontinued operations:
- basic and diluted loss per share (cents)2(0.061)(0.246)
CSM Group Limited
Consolidated Statement of Changes in Equity
For the six months ended 31 December 2019
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.
4
Share
ForeignAccumulatedTotal
capitalcurrencyl o sse sequity
tra nsla tion
reserve
NZ$'000NZ$'000NZ$'000NZ$'000
Balance at 1 July 201844,919(697)(41,578)2,644
Loss attributable to shareholders-697(1,022)(325)
Other comprehensive income----
Total comprehensive loss for the period-697(1,022)(325)
Balance at 31 December 2018 (unaudited)44,919-(42,600)2,319
Balance at 1 July 201944,919-(42,889)2,030
Loss attributable to shareholders--(251)(251)
Other comprehensive income----
Total comprehensive loss for the period--(251)(251)
Balance at 31 December 2019 (unaudited)44,919-(43,140)1,779
CSM Group Limited
Consolidated Statement of Financial Position
As at 31 December 2019
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.
5
For and on behalf of the Board:
Director Director
Dated: 20 February 2020
31 Dec 201930 Jun 2019
(unaudited)(audited)
Note
NZ$'000NZ$'000
ASSETS
Current assets
Cash and cash equivalents1,7981,874
Trade and other receivables4769
Taxation receivable19212
Total current assets1,8642,155
Total assets1,8642,155
LIABILITIES
Current liabilities
Trade payables and other liabilities85125
Total current liabilities85125
Total liabilities85125
Net assets
1,7792,030
EQUITY
Share capital44,91944,919
Foreign currency translation reserve--
Accumulated losses(43,140)(42,889)
Total equity
1,7792,030
Net tangible assets per share (cents per share):30.43 0.49
CSM Group Limited
Consolidated Statement of Cash Flows
For the six months ended 31 December 2019
These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.
6
6 mths ended6 mths ended
31 Dec 2019
31 Dec 2018
(unaudited)(unaudited)
Note
NZ$'000NZ$'000
Cash flows from operating activities
Receipts from customers
--
Interest received
715
Payments to suppliers and employees
(313)(290)
Income tax refunded (paid)
19340
Net cash outflows from operating activities
5
(113)(235)
Cash flow from investing activities
--
Cash flow from financing activities
--
Net decrease in cash and cash equivalents(113)(235)
Cash and cash equivalents at the beginning of the period1,8742,452
Effect of exchange rate changes37(82)
Cash and cash equivalents at the end of the period
1,7982,135
CSM Group Limited
Condensed Notes to the Interim Consolidated Financial Statements
For the six months ended 31 December 2019
7
A General Information
These unaudited interim consolidated financial statements are for CSM Group Limited (“CSM” or “the
Company”). The comparative amounts for the six months to 30 December 2018 include the results of the
Company’s subsidiary, China Scrap Metal Resources Pty Limited (“CSM Pty”). CSM Pty was de-
registered by the Australian Securities and Investments Commission on 6 January 2019.
The Company is currently non trading.
CSM Group Limited, is a limited liability company incorporated and domiciled in New Zealand. Its
registered office is at 44a Orakei Road, Remuera, Auckland 1050.
There are no seasonal or cyclical influences on these interim results.
B Summary of Significant Accounting Policies
Basis of preparation
These unaudited interim consolidated financial statements for the six months ended 31 December 2019
have been prepared in accordance New Zealand Generally Accepted Accounting Practice (“NZ GAAP”),
with New Zealand Equivalent to International Accounting Standard 34: Interim Financial Reporting (“NZ
IAS 34”) and with International Accounting Standard 34: Interim Financial Reporting (“IAS 34”).
CSM Group Limited is a company registered under the Companies Act 1993 and is an FMC reporting
entity under the Financial Markets Conduct Act 2013. The Company is listed on the NZX Market. These
financial statements have been prepared in accordance with the requirements of the Financial Markets
Conduct Act 2013 and the NZX Main Board Listing Rules.
The interim financial statements do not include all of the notes of the type normally included in an annual
financial report. Accordingly, this report should be read in conjunction with the financial statements
included in the annual report for the year ended 30 June 2019 which have been prepared in accordance
with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and
International Financial Reporting Standards (“IFRS”).
The interim financial statements are presented in New Zealand dollars rounded, where necessary, to the
nearest thousand dollars.
The interim financial statements are unaudited. The comparative information as at 30 June 2019 is
audited.
Accounting policies
The interim financial statements have been prepared using the same accounting policies and methods of
computation detailed in the audited financial statements for the year ended 30 June 2019, except as noted
below. For details of the accounting policies please refer to the 2019 Annual Report.
Goods and services tax (GST)
From 1 December 2019 the Company has been able to deduct GST from its expenses. From 1 December
2019 revenues, expenses, assets and liabilities are recognised net of the amount of GST except:
• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
• for receivables and payables, which are recognised inclusive of GST.
Previously, with effect from 1 December 2018, the Company was not making taxable supplies and, as a
result, it was not able to deduct GST from its expenses. All transactions from 1 December 2018 to 1
December 2019 have been stated inclusive of GST.
These unaudited interim financial statements have been approved for issue by the Board of Directors on
20 February 2020.
CSM Group Limited
Condensed Notes to the Interim Consolidated Financial Statements
For the six months ended 31 December 2019
8
1 Administrative expenses
2 Earnings per share
At 31 December 2019, there were no financial instruments that carried any shareholder dilution rights that
were considered to be dilutive (31 December 2018: none).
6 mths ended
6 mths ended
31 Dec 201931 Dec 2018
(unaudited)(unaudited)
NZ$'000
NZ$'000
Directors' fees(172)(182)
Audit costs(64)(64)
Other expenses(55)(78)
(291)(323)
6 mths ended6 mths ended
31 Dec 2019
31 Dec 2018
(unaudited)
(unaudited)
Basic earnings/(loss) per share (NZ cents):
From continuing operations(0.061)(0.094)
From discontinued operations- (0.152)
Total basic earnings/(loss) per share(0.061)(0.247)
Diluted earnings/(loss) per share (NZ cents):
From continuing operations(0.061)(0.094)
From discontinued operations- (0.152)
Total diluted earnings/(loss) per share(0.061)(0.247)
6 mths ended
6 mths ended
31 Dec 201931 Dec 2018
Loss from continuing operations (NZ$)(250,883)(390,317)
Loss from discontinued operations (NZ$)- (631,989)
(250,883)(1,022,305)
414,550,000414,550,000
The losses and weighted average number of ordinary shares used in the calculation of loss per
share are as follows:
Weighted average number of ordinary shares used in the
calculation of basic and diluted earnings per share
CSM Group Limited
Condensed Notes to the Interim Consolidated Financial Statements
For the six months ended 31 December 2019
9
3 Net tangible asset backing
4 Segment information
The Group has identified its operating segments based on the internal reports reviewed and used by the
Board of Directors in assessing performance and in determining the allocation of resources.
The Group was previously organised into the following main operating segments:
• China Scrap Metals Resources Pty Limited (CSM Pty) - includes the business operation in Australia
involved in the processing of scrap metal for export sale to Chinese markets.
• Holding company New Zealand - includes holding company costs and head office charges.
Income has been allocated based on the country where the income is generated. Expenses are allocated
based on the country where the expense is incurred.
Total assets and liabilities are allocated based on where those assets and liabilities are located.
Following the deregistration of its subsidiary, CSM Pty, the Company only reports as a single segment.
31 Dec 201930 Jun 2019
(unaudited)(audited)
Net tangible assets (NZ$)1,779,007 2,029,948
Issued shares at balance date414,550,000 414,550,000
Net tangible assets per share (NZ cents)0.43 0.49
HoldingCSM PtyTotalHoldingCSM PtyTotal
CompanyCompany
New ZealandAustraliaNew ZealandAustralia
ContinuingDiscontinuedContinuingDiscontinued
(unaudited)(unaudited)(unaudited)(unaudited)(unaudited)(unaudited)
NZ$'000NZ$'000NZ$'000NZ$'000NZ$'000NZ$'000
Total inter-segment revenue------
Total external revenue------
Tot al E B ITDA(291)-(291)(323)11(312)
Finance income7-715-15
----5454
----(697)(697)
Exchange gain/(loss)33-33(82)-(82)
Net loss for the period(251)-(251)(390)(631)(1,022)
Income tax expense------
Net loss for the year(251)-(251)(390)(631)(1,022)
Six months ended 31 December 2019Six months ended 31 December 2018
Gain (loss) from discontinued operations (net of
tax)
Transfer from foreign currency translation
reserve on wind up of subsidiary
CSM Group Limited
Condensed Notes to the Interim Consolidated Financial Statements
For the six months ended 31 December 2019
10
5 Reconciliation of loss after taxation with cash flow from operating activities
6 Contingent liabilities
There are no contingent liabilities as at 31 December 2019 (30 June 2019: nil).
7 Commitments
The Company entered into a conditional agreement on 10 December 2019 to acquire 100% of The Good
Brand Company Limited, a sales and marketing business and Me Today Limited (which represents the
wellness brand me|today
tm
), both of which operate in the health and wellness sector.
The transaction values the The Good Brand Company and Me Today at $5.55 million including $1 million
of cash, whilst the listed shell of CSM is valued at $2.1 million. CSM will satisfy the consideration required
to buy The Good Brand Company Limited and Me Today Limited by the issue of 1,110,000,000 new CSM
shares at an issue price of $0.005 per share.
CSM intends to undertake a placement of up to $1,500,000 at $0.005 per share to wholesale investors
(the same price that applies to the issue of shares to the vendors of the businesses being acquired).
The transaction is subject to approval by the shareholders of CSM under the NZX Listing Rules, the
Companies Act and the Takeovers Code. CSM anticipates a shareholders meeting will be held in late
March 2020.
Subject to the appropriate approvals, the completion date of the acquisition is expected to be 31 March
2020.
Holding
CSM Pty
Total
HoldingCSM PtyTotal
CompanyCompany
New ZealandAustraliaNew ZealandAustralia
ContinuingDiscontinuedContinuingDiscontinued
(unaudited)(unaudited)(unaudited)(audited)(audited)(audited)
NZ$'000NZ$'000NZ$'000NZ$'000NZ$'000NZ$'000
Total segment assets1,864-1,8642,155-2,155
Total segment liabilities85-85125-125
31 December 201930 June 2019
6 mths ended6 mths ended
31 Dec 201931 Dec 2018
(unaudited)
(unaudited)
NZ$'000NZ$'000
Net loss after taxation(251)(1,022)
Adjustments for:
Effect of movements in foreign exchange rates(38)82
Transfer from foreign currency translation reserve on wind up of subsidiary-697
Other non-cash adjustments--
Movements in working capital
Decrease / (increase) in trade and other receivables2342
(Decrease) / increase in trade and other payables(40)(74)
Income taxes received (paid)19340
Net cash outflows from operating activities(113)(235)
CSM Group Limited
Condensed Notes to the Interim Consolidated Financial Statements
For the six months ended 31 December 2019
11
The Group had no other commitments for capital expenditure as at 31 December 2019.
The Group had no commitments for capital expenditure as at 30 June 2019.
8 Events subsequent to interim balance date
There have been no significant events after balance date.
CSM Group Limited
Company Directory
12
Directors
R Gower
S Joyce
P Li
T Preston
Z Shi
Registered Office
c/- Roger Gower & Associates
44A Orakei Road, Remuera 1050
New Zealand
Postal Address
c/- Roger Gower & Associates
44A Orakei Road, Remuera 1050
New Zealand
Bankers
ASB Bank Limited
PO Box 35
Shortland Street
Auckland 1140
Auditor
PricewaterhouseCoopers
188 Quay Street
Auckland
New Zealand
Share Registry
Link Market Services
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
New Zealand
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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