M e d i c a l L td
(Incorporated in Israel with limited liability)
Enhancing Quality of Life
2020 Interim Report
Sisram Med
Stock Code:1696.HK
Notes to the Interim Condensed Consolidated Financial Statements
Contents
2 Chairman's Statement
4 Chief Executive Officer's Statement
- Financial Highlights
- Management Discussion and Analysis
- Interim Condensed Consolidated Statement of Profit or Loss
- Interim Condensed Consolidated Statement of Comprehensive Income
- Interim Condensed Consolidated Statement of Financial Position
- Interim Condensed Consolidated Statement of Changes in Equity
- Interim Condensed Consolidated Statement of Cash Flows
- Notes to the Historical Financial Information
37 General Information
42 Corporation Information
44 Definitions
| Interim
Chairman's Statement
and Agility as
Performance Accelerators
Throughout its 20 years of business activities in the energy-based medical devices market, Sisram has experienced quite a few changes in the industry, competition, and consumer behaviors. Most of these changes took time to mature and become the new norm while the Company leveraged opportunities to gradually consolidate its operation and structure, resulting in prolonged sustainable development amidst these challenges.
The COVID-19 pandemic affected all sectors and industries, changing everything we knew and were used to, with regards to its global impact on all of life's aspects in an instance. These days, immediate response to changing conditions is becoming a must, rather than a competitive advantage - making immediacy and digital synonyms. The pandemic accelerated our strategic plans for digital transformation. We all understand the importance of becoming more digital and more connected within
the corporate, as well as with business partners and customers. These are the basic building blocks of fast response and agility in adjusting to changing competition and consumption trends. As part of our perpetuate pursuit to excel our operation, we have initiated a digital transformation project
at Sisram, focused on delivering additional value to our partners and customers through technologies such as big data analysis and cloud- based services. This will later translate into change and improvement of internal processes such as operational efficiency and quality of service in a similar manor as with our successful digital marketing, clinical webinars and on-line training that are already implemented.
- Sisram Medical Ltd | Interim Report 2020
Chairman's Statement
As a global company, Sisram, with business outreach across over 90 countries and regions worldwide, has leveraged all advantages of deploying global resources. Despite macroeconomics effects in these countries, operating results have been affected temporarily. Sisram leveraged its global setting to mitigated to some extent local economic impact during the first half of 2020. China, which was the first to be affected from the pandemic, was also the first to bounce back, with our operation in China demonstrating an impressive revenue increase. Our subsidiary in North America maintained its high revenue stream of the corresponding period, with a slight positive increase, these two operations along with our recently formed South Korean
subsidiary have compensated for the slowdown in
European and Latin American markets, which experienced longer periods of shutdown and
consequential revenue decrease. Encouraging back-to-routine signs are seen also among
countries such as Poland, Japan, Italy,
and The Netherlands with recovering demand showing as of June 2020. We
will continue to leverage our global setting advantage to facilitate
fast response and seize market opportunities as they arise.
Prospect
2020 is destined to be an extraordinary year. We are optimistic regarding the recovery of global demand in the medical aesthetics market and have full confidence in the Company's ability to grow amidst this global crisis. The Company will continue its business development efforts, capitalizing on all its competitive advantages, while maintaining its investments in research and
development, monitoring the global atmosphere and rising market opportunities.
With regards to global operation, we are committed to expanding our direct sales network, expanding the reach of our products and service, form and promote global synergies across
various regions and optimize global resources allocation.
The energy-based medical device industry is our starting point. We will maintain our position in the medical aesthetics market while exploring new industries opportunities.
As a leading member of Fosun Pharma's Med-tech Ecosystem, we will continue to proactively scout and evaluate potential collaborations for synergies, as well as seize opportunities for mergers and acquisitions to enhance Sisram's position
as a Med-Tech group.
Appreciation
Last but not least, I would like to express my sincere gratitude to our customers, key opinion leaders, Shareholders, partners, suppliers and employees for their contribution to our success as well as the future
achievement of our goals.
Liu Yi, Chairman
Sisram Medical Ltd | Interim Report 2020 | 3 |
Chief Executive Officer's Statement
The Path
to the New Normal
Short and long-term perspective on how we operate -
People, Focus, Agility and Ensuring future prosperity.
People
Safeguard lives & livelihood
Decision making amid uncertainty is not easy. In a crisis, you want to lead and be led by a Winston Churchill, not a Neville Chamberlain.
The concern for our employees and the communities within we do business does not need to conflict with the concern for ensuring our ongoing business success.
The temptation for businesses in time of crisis is often to get small, to scale down and concentrate on bottom-line fundamentals. Resisting this urge and reminding ourselves of our principles and goals, particularly when success feels elusive, reinforces trust, confidence and morale among the stakeholders and is required for any future progress.
People' development and team building are not peripheral activities. In times of crisis, you need your employees' commitment and energy, both to deal with the crisis and to build the future. I am proud to say that our employees rose above this crisis, demonstrating motivation, creativity, hard work and even personal development and skillset growth. We have used the shutdown periods to increase the collaboration between the company's units - across subsidiaries and across corporate functions - circulating ideas, brainstorming, sharing success stories, resources, and output - creating
a sense of unity, purpose, belonging and confidence.
We believe in this industry; we have been in it for the last 20 years and plan to stay for many more to come. It is our duty to all our stakeholders to be more focused than ever on our long-term strategic goals. We strive to use this crisis to grow from.
- Sisram Medical Ltd | Interim Report 2020
Chief Executive Officer's Statement
Focus
Focus does not mean downsizing. Focus can result in a better outcome - our North American subsidiary focused its efforts on selling the newest product launched early
2020 - Opus Plasma - the first plasma skin resurfacing technology. This focus of resources resulted in an outstanding demand from the market. Similarly, we continued
to focus global sales and marketing resources in the promotion of our new entry- level platform - DermaClear, a consumables-based product, providing immediate results at a lower cost. In addition, we prioritized our research & development activity,
reanalyzing new projects and focusing our efforts on a new hybrid technology-based platform about to be launched, following two years of development and fine tuning
thanks to an insightful collaboration with leading doctors around the world.
Opus Plasma | DermaClear | |
New, First & Only | Entry point, consumable | |
The first plasma skin resurfacing | base platform | |
Agility | technology in the market | |
Being agile has many expressions. At Sisram, our main practice of agility is by shifting resources within corporate functions as well as within our global operation. One example of how we deploy agility is the shift in resources allocation conducted by Medical Nova, one of our leading subsidiaries, as part of its adjustment to the economic conditions. The subsidiary has rechannelled its outbound resources (sales and logistics) from capital equipment products, onto consumable products, following the understanding of customers' challenge committing to an expensive equipment with long ROI period, compared with lower cost products, offering immediate ROI such as injectables. Medical Nova demonstrated a 23.2% growth in revenue attributed to injectables in comparison with the corresponding period last year, thereby increasing the revenue contribution of injectables product line to 18.4% of the subsidiary's total revenue, up from 10.8%
in the corresponding period last year.
+23.2%
״Medical Nova demonstrated a 23.2% growth in revenue
attributed to injectables in comparison with the corresponding period last year"
Sisram Medical Ltd | Interim Report 2020 | 5 |
Chief Executive Officer's Statement
Ensuring future prosperity
Following a financial and operational internal evaluation process, we charted our short- and long-term actions through dealing with the pandemic impact. As a veteran company with a robust financial backbone, we tapped into our cash for the ongoing business operation during the second quarter of the year. This short-term action had enabled us to maintain our human capital almost intact and sustain our operational resilience, while addressing our leading goals:
- Support our employees and business partners during these challenging times.
- Return to normal operation with all necessary elements (sales, production, distribution, service, etc.) as soon as demand recovers.
- Continue our strategic projects - upgrading IT infrastructures (ERP, CRM), our new campus, research & development projects, clinical studies, etc.
- Protect our financial assets and company value.
Our decisions are reinforced by the rising demand we see throughout the second quarter of the year. In particular, the revenue derived in June 2020 is nearly identical to that of June 2019, and the value of new orders in June 2020 is up 6.9% compared with that of June 2019. This trend of recovery, with the growth in both product demand and revenue indicators, is continuing strongly in July 2020. Alongside our short-term resources and assets recovery, we were able to preserve our total net assets at the amount of US$ 325 million as of 30 June 2020, identical to that as of 31 December 2019.
Total AssetsNew Orders
UP | |||
US$ | +6.9% | ||
325 | |||
June 20 | |||
Million | vs. June 19 | ||
Appreciation
On a closing note, I would like to take this opportunity to offer my sincere thanks to our customers, key opinion leaders, Shareholders, partners, suppliers and employees for their support and collaboration during these times and ensure all our stakeholders of our commitment to achieve future goals.
Lior M. Dayan
Chief Executive Officer
- Sisram Medical Ltd | Interim Report 2020
Financial Highlights
Six months ended June 30, | |||
2020 | 2019 | 2018 | |
US$'000 | US$'000 | US$'000 | |
Operating results | |||
Revenue | 71,736 | 85,432 | 78,155 |
Gross profit | 39,902 | 48,972 | 41,859 |
Profit before tax | 6,394 | 15,573 | 13,642 |
Profit for the period | 5,738 | 13,865 | 11,254 |
Profit for the period attributable to owners of the parent | 5,504 | 13,209 | 11,254 |
Profitability | |||
Gross margin | 55.6% | 57.3% | 53.6% |
Net profit margin | 8.0% | 16.2% | 14.4% |
As at | As at | As at | |
June 30, | December 31, | December 31, | |
2020 | 2019 | 2018 | |
US$'000 | US$'000 | US$'000 | |
Assets | |||
Total assets | 387,809 | 392,926 | 350,075 |
Equity attributable to owners of the parent | 325,234 | 325,570 | 314,100 |
Total liabilities | 62,575 | 67,356 | 35,975 |
Cash and bank balances | 99,071 | 107,792 | 104,530 |
Sisram Medical Ltd | Interim Report 2020 | 7 |
Management Discussion and Analysis
1. Business review | 2. Business review of first half of 2020 |
The Company is a leading global provider of energy- based medical aesthetic treatment systems, with comprehensive in-house capability to design, develop and produce such systems, which feature its innovative and proprietary technologies. Alma, the Company's core subsidiary, is also engaged in the injectables market with a distribution agreement from IBSA Derma, a Swiss cosmeceutical company and a leading subsidiary of IBSA Pharma Corporation, for the distribution of its products in Israel, Hong Kong, India and China. The "Alma" brand, as well as the brands of many of the Group's products such as "Soprano", "Harmony", "ClearLift", "Accent", "FemiLift" and "BeautiFill" are widely recognized and well regarded among treatment providers and treatment recipients worldwide. The Group also sells its treatment systems via distributors and direct sales customers in over 90 countries and jurisdictions worldwide.
The treatment systems developed and manufactured by the Company can be used for a broad range of non-invasive and minimally invasive medical aesthetic treatments. The Company has a comprehensive portfolio of treatment systems, including its Core product line and Beauty product line, which can be utilized to perform non-invasive medical aesthetic treatments such as hair removal, skin rejuvenation, skin resurfacing, body contouring, skin tightening, treatment of vascular and pigmented lesions, tattoo removal, acne treatment and cellulite reduction. The Company's treatment systems can also be utilized to perform minimally invasive treatments such as assisted liposuction and fat grafting, feminine health, treatment of varicose veins and ear, nose and throat procedures. The Company's flagship offerings include:
- the "Soprano" family, primarily used for laser hair removal; (ii) the "Harmony" family, a versatile multi- application platform that can be used to treat more than 65 different FDA-cleared indications; (iii) the "Accent" family, primarily used for body contouring and skin tightening, all of which belong to its Core product line; (iv) "FemiLift", a minimally invasive treatment system for various feminine conditions; and (v) "BeautiFill" by LipoFlow platform, the first and only energy-based device cleared by the FDA for autologous fat grafting. In addition, the Company offers Beauty product line treatment systems such as REJUVE and SPADEEP.
- Sisram Medical Ltd | Interim Report 2020
In the first half of 2020, Sisram's established global sales and distribution network recorded a total revenue of US$71.7 million for the Reporting Period, representing a decrease of 16.0% when compared to the corresponding period in 2019. The decrease was primarily attributable to the COVID-19 impact on the global economy. The prevalence, magnitude, and trends of the economic effects created by the pandemic across the globe are depicted in Sisram's business results. As a global company, active across over 90 countries worldwide, we experienced the macroeconomics impact in each country, yet thanks to our global spread, we were able to mitigate these effects overall. China, which was the first to be affected from the pandemic, was also the first to bounce back, with our Chinese operation demonstrating an impressive revenue increase during the Reporting Period in comparison with the corresponding period last year. Our North American subsidiary did not fully shut down and maintained its high revenue stream during the Reporting Period, with a slight positive increase in revenue when compared with the corresponding period in 2019. These two major markets, along with the South Korean subsidiary, have compensated greatly for the revenue decrease in Europe and Latin America countries that went through longer periods of shutdown. Encouraging back-to-routine signs are seen also among countries such as Poland, Japan, Italy, the Netherlands, etc., with recovering demand showing as at June 2020.
Profit for the period attributable to owners of the parent was US$5.5 million, which represent 7.7% of revenue for the Reporting Period. Such percentage decreased by 7.8% as compared to that for the corresponding period in 2019.
During the Reporting Period, gross profit of the Group amounted to US$39.9 million compared to US$49.0 million for the corresponding period in 2019, representing a decrease of 18.5%. The gross profit margin decreased to 55.6% for the Reporting Period from 57.3% for the corresponding period in 2019, primarily due to fixed manufacturing expenses such as salaries, facilities expenses and other fixed expenses. The establishment of direct operation offices in chosen territories has enabled the Company to shorten the supply chain, gain a higher brand visibility and ensure consistency among the communications with the target clientele. With this methodology in place, revenue derived from direct sales amounted to 54.2% of total revenue versus 45.8% of the total revenue attributed to sales via distributors.
During the Reporting Period, the Group recorded profit before tax of US$6.4 million and recorded profit for the period of US$5.7 million, representing a decrease of 58.9% and 58.6% respectively, when compared to the corresponding period in 2019. The decrease in profit before tax and profit for the period was mainly due to the decrease in revenue, the decrease in gross profit (US$9.1 million) and a decrease in sales expenses (US$0.3 million), mainly related to the direct operation in North America.
During the Reporting Period, the Group recorded an adjusted net profit of US$8.6 million representing a decrease of 47.2% when compared with the corresponding period of 2019. The adjusted net profit margin for the Reporting Period was 12.1%. The decrease in the adjusted net profit is mainly attributable to the outbreak of the COVID-19 which has had a significant impact on the global medical aesthetics industry. As a whole, the lower Profit for the Period reflects the Company's decision to prioritize the use of its resources to maintain its ongoing operations with minimal cutbacks in order to maintain its flexibility and resilience capabilities. Following the initial signs of recovery in market demand in June 2020, the Company is further enhancing its competitive position by expanding its scope of business and maintaining continuous and stable development of its business.
The Company's business fundamentals remain healthy. The Company has sufficient funds to meet its future business needs and sustain its operational resilience, while addressing the following leading goals:
- Support employees and business partners during these challenging times.
- Return to normal operation with all necessary elements (sales, production, distribution, service, etc.) as soon as demand recovers.
- Continue its strategic projects - upgrading IT infrastructures (ERP, CRM), our new campus, R&D projects, clinical studies, etc.
- Protect its financial assets and company value.
Management Discussion and Analysis
R&D
- R&D investments are in the same level as in the corresponding period in 2019.
- 13.8% of corporate employees are R&D specialists.
- We have launched 2 new products - (1) Opus Plasma - the first plasma skin resurfacing technology that swept the North American market by storm with an outstanding demand, and (2) "Harmony XL PRO" special edition with the new, groundbreaking applicator - doubling the power of previous solutions, providing visibly younger looking skin.
- On the clinical research front, our provisional application in the USA for a patent on harvesting high quality stromal vascular fraction (SVF) cells and adipose-derived stromal cells (ASCs) from lipoaspirate fat has progressed according to plan. This patent and technology are expected to further expand our surgical and regenerative medicine applications.
Sales and Marketing
As a multi-national operation, Sisram is required to adjust its performance according to each country/ state limitations (USA, DACH, India, etc). This practice of global outlook with local focus that we call Glocalization methodology has been fully exploited during the COVID-19 outbreak to (1) monitor the pandemic rhythm and expression in each country,
- plan the return to routine, and (3) coordinate the efforts across all subsidiaries and execute the plan. Adjusting to the new market dynamics, we have performed the following activities:
- Upgrading webinars activities as a substitute to cancelled conferences, trainings, and sales meetings.
- Launching multiple digital campaigns to generate B2B leads across different territories.
- Increasing content creation and social media presence to keep B2B and B2C dialogue going.
- Organising weekly video meetings with all distributors - making sure that we support our customers with solid answers, fast service, and positive reactions.
Sisram Medical Ltd | Interim Report 2020 | 9 |
Management Discussion and Analysis
Business Development
- During the Reporting Period, we have
c o n t i n u o u s l y e x p l o r e d n e w b u s i n e s s opportunities, following the charted guidelines
- strengthen our APAC position, diverse our business and create synergistic value with Alma.
Operations
On the operations front, we have focused on the following spearheads:
- Addressing the pandemic effect
-
Following the lockdowns in several territories and components supply shipments delays, we have analyzed and activated alternative sources of supply
- mainly by replacing plastic parts with CNC machining metal parts. - Enhance inbound materials visibility in response to decline in suppliers "on time delivery" performances.
- Evaluate and exercise alternative outbound logistics options, as air transportation was less available.
- Provide required IT tools to allow employees to work from home when applicable.
-
Following the lockdowns in several territories and components supply shipments delays, we have analyzed and activated alternative sources of supply
- Ensuing the continuation of our future business plans:
- Global ERP project was initiated in January 2020 with the "go live" of the new ERP infrastructure in the headquarter. We plan to continue its deployment with "go live" in our rest companies till the mid of next year. Alma's new campus project is in execution phase with 91% of plan accomplished. The campus will consolidate five operation sites into one with future expansion capacity of 50%. Facility transition is planned to take place in August 2020.
- Competitive procurement project, including advanced supply control structural methods, has been designed and is in implementation process.
10 Sisram Medical Ltd | Interim Report 2020
3. Outlook for second half of 2020
In the second half of 2020, Sisram intends to adopt a constructive disruption strategy by evaluating and implementing near-future technologies, ventures, and synergies so as to bolster our global position. The Group's efforts throughout 2020 will strategically focus on digitalization, brand and eco-system building and lean innovation.
The fourth industrial revolution is happening NOW. The new business environment (as we came to learn these days) is composed of disruptive technologies and trends such as the IoT, robotics, virtual reality (VR) and artificial intelligence (AI), that are changing the way we live, work and consume.
Prior to COVID-19, Sisram identified the necessary tools and working paradigms to facilitate its future success in this new era. As we perceive it, COVID-19 is expected to play as a significant catalyst, accelerating this revolution. These days we are outlining Sisram's digital transformation strategy with two major objectives in sight:
- Enable customers' centric operation mindset whereas activities are based on customer data, to facilitate informed decisions making corporate process.
- Digitize existing processes, create new ones and centralize data.
We will continue to the pursuit of our mission to provide modular, cost-effective and high-performance systems based on the very latest clinical research and cutting-edge technologies, and to adhere to corporate vision of "Enhancing Quality of Life".
We plan to focus on the following targets:
- Develop our market share in the new territories such as Australia and South Korea;
- Continue the North America's sales and marketing focus following the successful results achieved in 2019;
- Explore untapped direct operation opportunities worldwide;
- Focus R&D and clinical resources to explore the combination of energy sources and regenerative medicine applications, develop technologies, products and protocols that will best utilize the findings of the Company's research;
Management Discussion and Analysis
- Distribute affiliating products and technologies in a private label/ODM model;
- Leverage Fosun's resources in China to capture a larger market share (for surgical, injectables, beauty and cosmeceuticals segments);
- Follow our eco-system strategic planning by searching, evaluating, and executing relevant mergers and acquisitions' initiatives that will further strengthen our R&D capabilities, products portfolio and distribution channels.
4. Financial Review
During the Reporting Period, the unaudited interim results and the summary of financial results are as follows:
-
Revenue
During the Reporting Period, revenue of the Group decreased from US$85.4 million to US$71.7 million, representing a decrease of 16.0% when compared to the corresponding period in 2019. The overall decrease was primarily attributable to a decrease in the sales volume of main consoles and applicators for the Company's different products, due to the COVID-19 impact on the global economy. The pandemic significantly disrupted the global medical aesthetics industry in general and the clinical operations of hospitals, aesthetic clinics and doctors' practices in specific. As at the date of this interim report, the clinical operation of medical aesthetics practices have not been fully back to its normal level prior to the outbreak of COVID-19, although significant improvement is seen in June 2020 as compared to the Reporting Period.
Revenue by main product segments
We generate revenue from the following revenue streams: (i) sale of goods; and (ii) services and others. The revenue from sale of goods amounted to US$67.3 million, representing a decrease of 13.0% as compared to the corresponding period in 2019. The revenue from service and others amounted to US$4.5 million, representing a decrease of 45.3% as compared to the corresponding period in 2019, which was mainly attributed to the overall impact of COVID-19 on market demand.
The following table sets forth our revenue breakdown by main product lines and as a percentage of our total revenue for the six-month ended in the years indicated:
Six months ended June 30 | |||||
2020 | 2019 | YOY % | |||
(US$ in thousands, except for percentages) | |||||
Sale of Goods: | |||||
Non-invasive medical aesthetics: | |||||
Core | 48,923 | 68.2% | 60,150 | 70.4% | (18.7%) |
Beauty | 7,062 | 9.8% | 4,649 | 5.4% | 51.9% |
Subtotal | 55,985 | 78.0% | 64,799 | 75.8% | (13.6%) |
Minimally invasive | 9,405 | 13.1% | 11,171 | 13.1% | (15.8%) |
Non-EBD* | 1,894 | 2.6% | 1,327 | 1.6% | 42.7% |
Subtotal | 67,284 | 93.7% | 77,297 | 90.5% | (13.0%) |
Services and Others | 4,452 | 6.3% | 8,135 | 9.5% | (45.3%) |
Total | 71,736 | 100.0% | 85,432 | 100.0% | (16.0%) |
- Non-EBD(Energy Based Devices) - includes sales of Dermal Fillers.
Sisram Medical Ltd | Interim Report 2020 | 11 |
Management Discussion and Analysis
We have derived a substantial majority of our revenue from our Core product line, representing 68.2% of our total revenue for the Reporting Period. This includes our flagship non-invasive medical aesthetics treatment systems: "Soprano", "Harmony" and "Accent" platforms, as well as our Aesthetic Precision product line. Revenue from the sale of our Core product line was US$48.9 million for the six months ended June 30, 2020, representing a decrease of 18.7% in comparison with a revenue of US$60.2 million in the corresponding period in 2019. The decrease is attributed the overall decline in sales volume due to the pandemic impact.
The significant increase in our Beauty product line revenue by 51.9%, amounting to US$7.1 million is attributed to a new product portfolio perspective we adopted prior to the pandemic outbreak. This outlook proved to be essential post the pandemic as it promotes the development of Value for Money products, an entry-level product, catering to vast customers segment, offering affordable treatments for consumers and quick return on investment for the customers.
Revenue from our Minimally invasive product line decreased by 15.8% and amounted to US$9.4 million compared to US$11.2 million for the corresponding period in 2019. The decrease is too attributed the overall decline in sales volume due to the pandemic impact.
Revenue by geographic segments
The following table sets forth our revenue by geographic segments for the six months ended in the years indicated (measured by the location of our direct sales customers and our distributors):
Six months ended June 30 | |||||
2020 | 2019 | YOY % | |||
(US$ in thousands, except for percentages) | |||||
Europe | 16,367 | 22.8% | 25,051 | 29.3% | (34.7%) |
North America | 22,848 | 31.9% | 22,203 | 26.0% | 2.9% |
APAC | 21,779 | 30.4% | 21,474 | 25.1% | 1.4% |
Middle East and Africa | 7,581 | 10.5% | 10,494 | 12.3% | (27.8%) |
Latin America | 3,161 | 4.4% | 6,210 | 7.3% | (49.1%) |
Total | 71,736 | 100.0% | 85,432 | 100.0% | (16.0%) |
During the Reporting Period, APAC, Europe and North America were the Company's most important geographic segments by revenue contribution, though sales were distributed broadly across many regions globally. The Company has strived to maintain and expand its geographically diverse sales network, which will allow the Company to readily capture strong regional demand, as well as help the Company to balance and minimise risks from regional economics downfalls.
The revenue derived from Europe decreased by 34.7% to US$16.4 million in the Reporting Period from US$25.1 million for the corresponding period in 2019. The decrease is in line with the volume of the pandemic impact on this continent.
The revenue derived from North America increased by 2.9% to US$22.9 million in the Reporting Period from US$22.2 million for the corresponding period in 2019. The increase is attributed to the moderate impact of the pandemic on this territory, with business operation only partially closed, which enabled our North American subsidiary to maintain its high revenue stream during the Reporting Period, with a slight positive increase in revenue when compared to the corresponding period in 2019.
12 Sisram Medical Ltd | Interim Report 2020
Management Discussion and Analysis
The revenue derived from APAC increased by 1.4% to US$21.8 million in the Reporting Period from US$21.5 million for the corresponding period in 2019. The increase is mainly attributed to our Chinese operation, with China, being the first country to be affected from the pandemic, was also the first to bounce back, demonstrating an impressive revenue increase during the Reporting Period in comparison with the corresponding period last year. Our recently formed South Korean subsidiary also contributed to the regional growth, showing constant revenue increase.
The revenue derived from Middle East and Africa decreased by 27.8% to US$7.6 million in the Reporting Period from US$10.5 million for the corresponding period in 2019. The decrease is mainly attributed to the impact of the pandemic on these territories.
The revenue derived from Latin America decreased by 49.1% to US$3.2 million in the Reporting Period from US$6.2 million for the corresponding period in 2019. The decrease is in line with the volume of the pandemic impact on this territory.
-
Cost of sales
During the Reporting Period, the cost of sales primarily comprised of the costs of production materials, and to a lesser extent, remuneration of production employees, the cost of rendering of services, and overheads and other miscellaneous costs relating to production. For the Reporting Period, the cost of sales of the Group decreased by 12.7% to US$31.8 million from US$36.5 million for the corresponding period in 2019, which is mainly due to decrease in sales volume. - Gross profit and gross profit margin
During the Reporting Period, gross profit of the Group decreased by 18.5% to US$39.9 million from US$49.0 million for the corresponding period in 2019 for the reasons set out in Revenue and Cost of sales above.
The gross profit margin decreased to 55.6% for the Reporting Period from 57.3% for the corresponding period in 2019. The decrease relates mainly due to fixed manufacturing expenses such as salaries, facilities expenses and other fixed expenses. - Selling and distribution expenses
The selling and distribution expenses primarily consist of: (i) employees' salaries and related cost; (ii) sales commission to sales employees and independent agents; (iii) marketing expenses such as participation in tradeshows and digital activities.
During the Reporting Period, selling and distribution expenses of the Group decreased by 1.4% to US$19.8 million from US$20.1 million for the corresponding period in 2019, the decrease resulted from lower commission expenses, and decrease of marketing events due to the pandemic.
Selling and distribution expense also include one time amortisation of deferred revenues asset arising from Nova's acquisition in the amount of US$0.5 million.
Sisram Medical Ltd | Interim Report 2020 | 13 |
Management Discussion and Analysis
-
Administrative expenses
Administrative expenses primarily consist of: (i) amortization of intangible assets; (ii) remuneration paid to administration employees; (iii) professional fees paid and administrative costs; (iv) fees relating to the operation facilities; and (v) other miscellaneous expenses.
During the Reporting Period, administrative expenses of the Group increased by 6.6% to US$8.1 million from US$7.6 million for the corresponding period in 2019. The increase is mainly attributed to the consolidation of two new subsidiaries (Alma Korea Limited and Alma Medical Australia Pty Ltd) expenses, we established a new IT team to manage and support the new ERP system, in addition one-time lease improvements depreciation in accordance with the moving to the new campus and the revaluation of contingent consideration related to the acquisition of Nova.
Administrative expenses also include amortization of intangible assets arising from the acquisitions of Alma and Nova. During the Reporting Period, the amortization expense amounted to US$3.1 million, the same amount in the corresponding period in 2019. - R&D
The Group's R&D expenses primarily consist of: (i) remuneration to R&D team members; (ii) cost of materials used in R&D efforts; (iii) expenses related to clinical studies; and (iv) expenses related to regulatory compliance and registration of patents and trademarks. During the Reporting Period, majority of R&D expenses were recorded in the period that such expenses were incurred and were not capitalized.
During the Reporting Period, R&D expenses are US$5.0 million, close amount to the corresponding period in 2019. - Finance costs
Finance costs are comprised mainly of interest on bank loans. During the Reporting Period, finance costs also include interest on lease liabilities, which were recognized upon the adoption of IFRS 16 - Leases on January 1, 2019. Finance costs decreased to US$0.3 million in the Reporting Period from US$0.5 million for the corresponding period in 2019, since lower interests are recorded on debts during the Reporting Period due to the repayment of bank loans. - Income tax expense
The Israeli corporate tax rates are both 23% in 2020 and 2019. Each entity in the Group is taxable based on its standalone results as measured by the local tax system.
During the Reporting Period, income tax expense decreased to US$0.7 million, representing a decrease of 61.6% from US$1.7 million for the corresponding period in 2019. This was primarily attributable to the lower income before tax.
14 Sisram Medical Ltd | Interim Report 2020
Management Discussion and Analysis
-
Profit for the period
As a result of the foregoing, during the Reporting Period, our profit for the period decreased by 58.6% to US$5.7 million from US$13.9 million for the corresponding period in 2019. The net profit margin of the Group for the six months ended in June 30, 2020 and 2019 were 8.0% and 16.2%, respectively. - Adjusted net profit and adjusted net profit margin
The Group calculates adjusted net profit by taking profit for the period and adjusting: (i) amortization of other intangible assets; (ii) changes in contingent consideration arising from the acquisition of Nova; and (iii) deferred tax liability arising from other intangible assets, which primarily relates acquisitions. The Group calculates adjusted net profit margin by dividing adjusted net profit by revenue.
The Group presents this financial measure because it is used to evaluate financial performance by excluding the impact of items that the Group does not consider indicative of the Group's ordinary operating performance.
The term adjusted net profit is not a financial measure defined under IFRSs. The use of adjusted net profit has material limitations as an analytical tool, as it does not include all items that impact net profit for the period. Items excluded from adjusted net profit are significant components in understanding and assessing the Group's operating and financial performance. The following table reconciles the adjusted net profit for the Reporting Period presented to the most directly comparable financial measure calculated and presented in accordance with IFRSs, which is profit for the period:
Six months ended June 30 | |||
2020 | 2019 | YOY % | |
US$'000 | US$'000 | ||
PROFIT FOR THE PERIOD | 5,738 | 13,865 | 58.6% |
Adjusted for: | |||
Amortization of other intangible assets | |||
arising from the Alma Acquisition | 2,305 | 2,305 | 0.0% |
Amortization of other intangible assets | |||
arising from the Nova acquisitions | 812 | 283 | 186.9% |
Contingent consideration arising from acquisitions | 262 | 274 | (4.4%) |
Deduct: deferred tax arising from | |||
other intangible assets | (471) | (349) | 35.0% |
Adjusted net profit | 8,646 | 16,378 | (47.2%) |
Adjusted net profit margin | 12.1% | 19.2% | |
Sisram Medical Ltd | Interim Report 2020 | 15 |
Management Discussion and Analysis
5. Debt structure, liquidity and sources of funds
-
Treasury policy
The Board aims to have a better control in its treasury operations and endeavors to maintain an adequate level of cash and cash equivalents. The functional currency of the Group is the U.S. Dollar and most of the sales proceeds are denominated in U.S. Dollar. Please see "Risk Management - Foreign Currency Exposure" for further details. The Group generally finances its operation with internally generated resources.
To ensure that the financial resources have been used in the most cost-effective and efficient way, the Board would also consider various funding sources to address the Group's financial obligations and operational needs. The Board would also review and evaluate the adequacy and effectiveness of the treasury functions from time to time. - Gearing ratio
As at June 30, 2020 and June 30, 2019, the Group's cash and cash equivalents exceeded the total debt. As such, no gearing ratio was presented. - Interest coverage
During the Reporting Period, the interest coverage, which is calculated by EBIT (Earnings Before Interest and Taxes) divided by financial costs was 19.4 times as compared with 31.5 times for the corresponding period in 2019. The interest coverage decreased mainly because the Group's EBIT during the Reporting Period decreased by 58% to US$6.7 million from US$16.1 million for the corresponding period in 2019, and finance cost decreased by 31.9% to US$0.3 million from US$0.5 million for the corresponding period in 2019. - Available facilities
As at June 30, 2020, Sisram did not have any unutilized banking facilities. Sisram is mainly financing its operations through cash generated from operating activities. - Interest rate
As at June 30, 2020, total interest-bearing bank and other borrowings at a floating interest rate amounted to US$1.1 million (As at December 31, 2019: US$2.8 million).
16 Sisram Medical Ltd | Interim Report 2020
Management Discussion and Analysis
-
Maturity structure of outstanding debts
The following tables sets forth the maturity structure of outstanding debts as at June 30, 2020 and December 31, 2019.
June 30, 2020 | December 31, 2019 | |||||||
US$'000 | US$'000 | |||||||
Effective | Effective | |||||||
interest rate | interest rate | |||||||
(%) | Maturity | US$'000 | (%) | Maturity | US$'000 | |||
Current | ||||||||
Bank loan, secured (a)/(b) | 3.25-3.65 | 2020 | 209 | 3.25-3.65 | 2020 | 958 | ||
Current portion of long-term | PRIME+ | 6-month | ||||||
bank loans, secured | (1.9-2.2) | 2020 | 593 | LIBOR+3.75 | 2020 | 1,452 | ||
Bank loan, secured (a)/(b) | 802 | 2,410 | ||||||
Non-current | ||||||||
Bank loan, secured (a)/(b) | 6-month | |||||||
PRIME+ | LIBOR+ | |||||||
(1.9-2.2) | 2021-2022 | 311 | 3.25-3.65 | 2021-2022 | 402 | |||
1,113 | 2,812 | |||||||
Notes: LIBOR stands for London Interbank Offered Rate. | ||||||||
PRIME stands for Israel Interbank Offered Rate. | ||||||||
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
US$'000 | US$'000 | |||||||
Within 1 year | 802 | 2,410 | ||||||
1 to 2 years | 248 | 297 | ||||||
2 to 5 years | 63 | 105 | ||||||
Total | 1,113 | 2,812 |
Sisram Medical Ltd | Interim Report 2020 | 17 |
Management Discussion and Analysis
-
Collateral and pledged assets
On April 13, 2014, the Company entered into a loan agreement pursuant to which an unconditional guarantee agreement with the banks was entered into, pursuant to which, the Company granted and pledged to the banks a continuing security interest in all the Company's assets. In addition, the Company granted and pledged to the banks all of the issued and outstanding shares of Alma and a floating charge over all of the present and future assets of the Company as they may be from time to time. The Company also agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its assets. The Company has met all the aforementioned financial covenants. The last repayment on the loan was paid in April 2020.
Nova, Alma's subsidiary, entered into loan agreements pursuant to which Nova pledged to the banks all of the issued and outstanding shares of Nova and a floating charge over all of the present and future assets of Nova as they may be from time to time. The remaining balance of such loan amounted to US$0.9 million as at June 30, 2020, which is fully covered by Nova cash balance.
6. Cash flow
Sisram is using its cash primarily for its operating activities, payments of interest and principals of debts due, payments for purchases and capital expenditures and funding growth and expansion of its business.
The table below shows the cash flow of the Group generated from (or used in) operating activities, investing activities and financing activities for the Reporting Period and the corresponding period of 2019.
Six months ended June 30 | |||
2020 | 2019 | YOY% | |
US$'000 | US$'000 | ||
Net cash flows from/(used in) operating activities | (110) | 8,570 | (101.3%) |
Net cash flows from investing activities | 2,360 | 46,632 | (94.9%) |
Net cash flows used in financing activities | (3,150) | (2,479) | 27% |
Net increase/(decrease) in cash and cash equivalents | (900) | 52,723 | (101.7%) |
Cash and cash equivalents at the beginning of the period | 99,735 | 33,840 | 194.7% |
Effect of foreign exchange rate changes, net | 152 | 147 | 3.4% |
Cash and cash equivalents at the end of the period | 98,987 | 86,710 | 14.2% |
Cash and cash equivalents | |||
Pledged bank balances for long term bank loans | 84 | 58 | 44.8% |
Term deposits with original maturity of more than three months | - | 16,000 | (100%) |
Cash and bank balance at the end of the period | 99,071 | 102,768 | (3.6%) |
18 Sisram Medical Ltd | Interim Report 2020
Management Discussion and Analysis
Net cash flows used in operating activities
During the Reporting Period, the net cash flows used in operating activities were US$0.1 million, which was primarily attributable to: (i) the profit before tax of US$6.4 million; (ii) total adjustments for profit or loss items of US$5.5 million; (iii) working capital adjustments of US$14 million; and (iv) income tax received, net of US$2 million.
Net cash flows from investing activities
During the Reporting Period, the net cash flows provided by investing activities were US$2.4 million, which was primarily attributable to: (i) maturity of short term bank deposits with the amount of US$8 million, (ii) US$0.6 million interest received from term deposits and (iii) US$6.2 million in purchase of plant and equipment.
Net cash flows used in financing activities
During the Reporting Period, the net cash flows used in financing activities was US$3.2 million, which was primarily attributable to: (i) repayments on loan and interest of US$1.4 million; and (ii) payment of lease payments of US$1.7 million.
7. Capital commitments and capital expenditures
During the Reporting Period, capital expenditures of the Group amounted to US$6.2 million, which mainly consisted of additions to the plant facility and ERP Costs.
As at June 30, 2020, the Group did not have any significant capital commitments.
8. Contingent liabilities
As at June 30, 2020, the Group did not have any contingent liabilities.
9. Material acquisition and disposal
During the Reporting Period, the Group did not conduct material acquisition or disposal.
10. Significant investments held and future plans for material investments and capital assets
Save for those disclosed in this interim report, there were no other significant investments held as at June 30, 2020. The Group did not have other plans for material investments and capital assets.
Sisram Medical Ltd | Interim Report 2020 | 19 |
Management Discussion and Analysis
11. Risk management
The operation and development of the Group are not exposed to any material risk factors, but they will be impacted to a certain extent by several factors as illustrated below:
-
Foreign currency exposure
The functional currency of the Group is the U.S. Dollar and most of the sales proceeds are denominated in the U.S. Dollar. However, the Company also generates revenue globally in a few other currencies, particularly Euros, and incurs costs mostly in New Israeli Shekels. Furthermore, the functional currencies of certain subsidiaries are currencies other than the U.S. Dollar, including the Euros, the Indian Rupee, the New Israeli Shekels, the HK Dollar, the South Korean Won and the Australian Dollar. As at the end of the Reporting Period, the assets and liabilities of these entities were translated into the U.S. Dollar at the exchange rates prevailing at the end of the Reporting Period and their statements of profit or loss were translated into the U.S. Dollar at the weighted average exchange rates for the period. As such, the Group's results of operations are sensitive to changes in foreign currency exchange rates.
The Company has formally established a hedging management framework in 2014 and the hedging transactions are mainly managed by the Company's finance department. By analyzing the currency balance sheet and trends in the foreign exchange markets, the Company has entered into forward contracts from time to time to mitigate the adverse effects of exchange rate fluctuations. - Interest rate exposure
It is the Group's strategy to use debts with fixed and floating interest rates to manage its interest costs. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's debt obligations with floating interest rates.
12. Employees and remuneration policies
The following table sets forth the number of employees by function as at June 30, 2020: | |
Number of | |
Function | Employees |
Operations | 186 |
R&D | 69 |
Sales & Marketing | 186 |
General and Administration | 60 |
Total | 501 |
Employees' headcount as at the end of Reporting Period decreased by 2% with the departure of 10 employees.
The employees' remuneration includes basic salary and a performance-based bonus. The performance-based bonus is determined by reference to the performance appraisal of the employees of the Group. Through clearly locating position-oriented performance targets and formulating performance standards, the Company has managed to assess employees' performance in an objective manner. By materializing reward and penalty in the performance-related portion of the employees, the Company is able to achieve the coexistence of incentives and restraints.
20 Sisram Medical Ltd | Interim Report 2020
Interim Condensed Consolidated Statement of Profit or Loss
Six months ended June 30, | |||
2020 | 2019 | ||
Notes | US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | ||
REVENUE | 4 | 71,736 | 85,432 |
Cost of sales | (31,834) | (36,460) | |
Gross profit | 39,902 | 48,972 | |
Other income and gains | 4 | 988 | 1,438 |
Selling and distribution expenses | (19,834) | (20,122) | |
Administrative expenses | (8,088) | (7,586) | |
Research and development expenses | (4,955) | (4,944) | |
Other expenses | (1,271) | (1,674) | |
Finance costs | (348) | (511) | |
PROFIT BEFORE TAX | 5 | 6,394 | 15,573 |
Income tax expense | 6 | (656) | (1,708) |
PROFIT FOR THE PERIOD | 5,738 | 13,865 | |
Attributable to: | |||
Owners of the parent | 5,504 | 13,209 | |
Non-controlling interests | 234 | 656 | |
5,738 | 13,865 | ||
EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY | |||
EQUITY HOLDERS OF THE PARENT | |||
Basic and diluted | |||
For profit for the period (US cents) | 8 | 1.24 | 2.99 |
Sisram Medical Ltd | Interim Report 2020 | 21 |
Interim Condensed Consolidated Statement of Comprehensive Income
Six months ended June 30, | ||
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | |
PROFIT FOR THE PERIOD | 5,738 | 13,865 |
OTHER COMPREHENSIVE INCOME | ||
Other comprehensive income that may be reclassified to profit or loss | ||
in subsequent periods: | ||
Exchange differences on translation of foreign operations | (306) | 179 |
Effective portion of changes in fair value of hedging instruments arising | ||
during the period | 160 | 78 |
Net other comprehensive income that may be reclassified to profit or loss | ||
in subsequent periods | (146) | 257 |
Other comprehensive income that will not be reclassified to profit or loss | ||
in subsequent periods: | ||
Remeasurement loss of a defined benefit plan | (50) | - |
Net other comprehensive income that will not be reclassified to profit or loss | ||
in subsequent periods | (50) | - |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX | (196) | 257 |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 5,542 | 14,122 |
Attributable to: | ||
Owners of the parent | 5,308 | 13,466 |
Non-controlling interests | 234 | 656 |
5,542 | 14,122 |
22 Sisram Medical Ltd | Interim Report 2020
Interim Condensed Consolidated Statement of Financial Position
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
Notes | US$'000 | US$'000 | |
(Unaudited) | (Audited) | ||
NON-CURRENT ASSETS | |||
Plant and equipment | 9 | 10,576 | 5,328 |
Right-of-use assets | 7,452 | 8,921 | |
Goodwill | 111,183 | 111,183 | |
Other intangible assets | 55,955 | 58,630 | |
Deferred tax assets | 4,833 | 4,791 | |
Trade receivables | 10 | 6,228 | 6,183 |
Other non-current assets | 191 | 211 | |
Total non-current assets | 196,418 | 195,247 | |
CURRENT ASSETS | |||
Inventories | 37,117 | 33,018 | |
Trade receivables | 10 | 51,693 | 50,438 |
Prepayments, other receivables and other assets | 3,201 | 4,195 | |
Tax receivables | - | 2,204 | |
Derivative financial instruments | 309 | 32 | |
Cash and bank balances | 99,071 | 107,792 | |
Total current assets | 191,391 | 197,679 | |
CURRENT LIABILITIES | |||
Contract liabilities | 2,981 | 4,308 | |
Trade payables | 11 | 8,712 | 11,992 |
Other payables and accruals | 28,250 | 17,881 | |
Interest-bearing bank and other borrowings | 802 | 2,410 | |
Tax payables | 746 | - | |
Lease liabilities | 3,022 | 2,921 | |
Total current liabilities | 44,513 | 39,512 | |
NET CURRENT ASSETS | 146,878 | 158,167 | |
TOTAL ASSETS LESS CURRENT LIABILITIES | 343,296 | 353,414 | |
NON-CURRENT LIABILITIES | |||
Contract liabilities | 123 | 684 | |
Interest-bearing bank and other borrowings | 311 | 402 | |
Lease liabilities | 4,836 | 6,469 | |
Deferred tax liabilities | 10,289 | 10,645 | |
Other long-term liabilities | 2,503 | 9,644 | |
Total non-current liabilities | 18,062 | 27,844 | |
NET ASSETS | 325,234 | 325,570 |
Sisram Medical Ltd | Interim Report 2020 | 23 |
Interim Condensed Consolidated Statement of Financial Position
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
Notes | US$'000 | US$'000 |
(Unaudited) | (Audited) | |
EQUITY | ||
Equity attributable to owners of the parent | ||
Share capital | 1,254 | 1,254 |
Reserves | 323,980 | 324,316 |
Total equity | 325,234 | 325,570 |
24 Sisram Medical Ltd | Interim Report 2020
Interim Condensed Consolidated Statement of Changes in Equity
Attributable to owners of the parent | |||||||||
Share | Share | Other | Cashflow | Exchange | Non- | ||||
hedge | fluctuation | Retained | controlling | Total | |||||
capital | premium* | reserve* | reserves* | reserve* | earnings* | Total | interests | equity | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
At January 1, 2020 | 1,254 | 240,766 | 14,389 | - | (515) | 69,676 | 325,570 | - | 325,570 |
Profit for the period | - | - | - | - | - | 5,504 | 5,504 | 234 | 5,738 |
Other comprehensive income for the period: | |||||||||
Effective portion of changes in fair value | |||||||||
of hedging instruments arising during | 160 | 160 | 160 | ||||||
the period | - | - | - | - | - | - | |||
Exchange differences on translation of | (306) | (306) | (306) | ||||||
foreign operations | - | - | - | - | - | - | |||
Remeasurement loss of a defined benefit plan | - | - | - | - | - | (50) | (50) | - | (50) |
Total comprehensive income for the period | - | - | - | 160 | (306) | 5,454 | 5,308 | 234 | 5,542 |
Acquisition of a subsidiary | - | - | - | - | - | - | - | - | - |
Final 2019 dividend declared | - | - | - | - | - | (6,264) | (6,264) | - | (6,264) |
Reclassification of non-controlling interests of | (234) | (234) | |||||||
a subsidiary embedded with put options | - | - | - | - | - | - | - | ||
Fair value adjustment on non-controlling | |||||||||
interests of a subsidiary embedded with | 620 | 620 | 620 | ||||||
put options | - | - | - | - | - | - | |||
At June 30, 2020 | 1,254 | 240,766 | 15,009 | 160 | (821) | 68,866 | 325,234 | - | 325,234 |
- These reserve accounts comprise the consolidated other reserves of US$323,980,000 in the consolidated statement of financial position.
Attributable to owners of the parent | |||||||||
Cashflow | Exchange | Non- | |||||||
Share | Share | Other | hedge | fluctuation | Retained | controlling | Total | ||
capital | premium* | reserve* | reserves* | reserve* | earnings* | Total | interests | equity | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
At January 1, 2019 | 1,254 | 240,766 | 17,580 | (78) | (571) | 55,149 | 314,100 | - | 314,100 |
Profit for the period | - | - | - | - | - | 13,209 | 13,209 | 656 | 13,865 |
Other comprehensive income for the period: | |||||||||
Effective portion of changes in fair value | |||||||||
of hedging instruments arising during | |||||||||
the period | - | - | - | 78 | - | - | 78 | - | 78 |
Exchange differences on translation of | |||||||||
foreign operations | - | - | - | - | 179 | - | 179 | - | 179 |
Total comprehensive income for the period | - | - | - | 78 | 179 | 13,209 | 13,466 | 656 | 14,122 |
Acquisition of a subsidiary | - | - | - | - | - | - | - | 3,368 | 3,368 |
Dividend declared | - | - | - | - | - | (5,632) | (5,632) | - | (5,632) |
Reclassification of non-controlling interests of | |||||||||
a subsidiary embedded with put options | - | - | - | - | - | - | - | (4,024) | (4,024) |
Fair value adjustment on non-controlling | |||||||||
interests of a subsidiary embedded with | |||||||||
put options | - | - | (2,060) | - | - | - | (2,060) | - | (2,060) |
At June 30, 2019 | 1,254 | 240,766 | 15,520 | - | (392) | 62,726 | 319,874 | - | 319,874 |
- These reserve accounts comprise the consolidated other reserves of US$318,620,000 in the consolidated statement of financial position.
Sisram Medical Ltd | Interim Report 2020 | 25 |
Interim Condensed Consolidated Statement of Cash Flows
Six months ended June 30, | ||
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | |
CASH FLOWS (USED IN)/FROM OPERATING ACTIVITIES | ||
Cash (paid in)/generated from operations | (2,091) | 10,842 |
Income tax received/(paid) | 1,981 | (2,272) |
Net cash flows (used in)/from operating activities | (110) | 8,570 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Interest received | 528 | 986 |
Purchases of items of plant and equipment | (6,168) | (1,326) |
Acquisition of a subsidiary | - | (7,648) |
Decrease in term deposits with original maturity of more than three months | 8,000 | 54,620 |
Net cash flows from investing activities | 2,360 | 46,632 |
CASH FLOWS USED IN FINANCING ACTIVITIES | ||
Repayment of bank loans | (1,710) | (764) |
Interest paid | (133) | (284) |
Principal portion of lease payments | (1,675) | (1,762) |
Proceeds from settlement of foreign currency forward contracts | 368 | 331 |
Net cash flows used in financing activities | (3,150) | (2,479) |
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (900) | 52,723 |
Cash and cash equivalents at beginning of period | 99,735 | 33,840 |
Effect of foreign exchange rate changes, net | 152 | 147 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 98,987 | 86,710 |
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||
Cash and cash equivalents as stated in the consolidated statements of | ||
cash flows | 98,987 | 86,710 |
Pledged bank balances for long-term bank loans | 84 | 58 |
Term deposits with original maturity of more than three months | - | 16,000 |
Cash and bank balances as stated in the consolidated statements of | ||
financial position | 99,071 | 102,768 |
26 Sisram Medical Ltd | Interim Report 2020
Notes to the Historical Financial Information
1. CORPORATE INFORMATION
The Company is a limited liability company incorporated under the laws of the State of Israel on April 25, 2013. The registered office of the Company is located at 14 Halamish Street, Caesarea Industrial Park, Caesarea 38900, Israel.
The Company is an investment holding company. The Group were mainly involved in the design, development, manufacture and sale of energy-based aesthetic medical and minimally invasive treatment systems.
The shares of the Company were listed on the Main Board of the Stock Exchange on September 19, 2017.
2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES
-
BASIS OF PREPARATION
The unaudited interim condensed consolidated financial information for the Reporting Period has been prepared in accordance with International Accounting Standards ("IAS") 34 Interim Financial Reporting approved by the International Accounting Standards Board. The unaudited interim condensed consolidated financial information does not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's consolidated financial statements as at December 31, 2019.
These interim condensed consolidated financial statements have been prepared under the historical cost convention, except for derivative financial instruments, which have been measured at fair value. The interim condensed consolidated financial statements are presented in US$ and all values are rounded to the nearest thousand (US$'000) except when otherwise indicated. - CHANGES IN ACCOUNTING POLICIES
The accounting policies adopted in the preparation of the interim condensed consolidated financial information are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2019, except for the adoption of the following revised IFRSs for the first time for the current period's financial information.
Amendments to IFRS 3 | Definition of a Business |
Amendments to IFRS 9, IAS 39 and IFRS 7 | Interest Rate Benchmark Reform |
Amendments to IFRS 16 | Covid-19-Related Rent Concessions (early adopted) |
Amendments to IAS 1 and IAS 8 | Definition of Material |
Sisram Medical Ltd | Interim Report 2020 | 27 |
Notes to the Historical Financial Information
2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES (Continued)
2.2. CHANGES IN ACCOUNTING POLICIES (Continued)
The nature and impact of the revised IFRSs are described below:
- Amendments to IFRS 3 clarify and provide additional guidance on the definition of a business. The amendments clarify that for an integrated set of activities and assets to be considered a business, it must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. A business can exist without including all of the inputs and processes needed to create outputs. The amendments remove the assessment of whether market participants are capable of acquiring the business and continue to produce outputs. Instead, the focus is on whether acquired inputs and acquired substantive processes together significantly contribute to the ability to create outputs. The amendments have also narrowed the definition of outputs to focus on goods or services provided to customers, investment income or other income from ordinary activities. Furthermore, the amendments provide guidance to assess whether an acquired process is substantive and introduce an optional fair value concentration test to permit a simplified assessment of whether an acquired set of activities and assets is not a business. The Group has applied the amendments prospectively to transactions or other events that occurred on or after January 1, 2020. The amendments did not have any impact on the financial position and performance of the Group.
- Amendments to IFRS 9, IAS 39 and IFRS 7 address the effects of interbank offered rate reform on financial reporting. The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark. In addition, the amendments require companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments did not have any impact on the financial position and performance of the Group as the Group does not have any interest rate hedge relationships.
-
Amendment to IFRS 16 provides a practical expedient for lessees to elect not to apply lease modification accounting for rent concessions arising as a direct consequence of the COVID-19 pandemic. The practical expedient applies only to rent concessions occurring as a direct consequence of the COVID-19 pandemic and only if (i) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; (ii) any reduction in lease payments affects only payments originally due on or before June 30, 2021; and (iii) there is no substantive change to other terms and conditions of the lease. The amendment is effective retrospectively for annual periods beginning on or after June 1, 2020 with earlier application permitted.
During the period ended June 30, 2020, no monthly lease payments for the leases of the Group's office buildings have been reduced or waived by the lessors as a result of the COVID-19 pandemic and there are no other changes to the terms of the leases. - Amendments to IAS 1 and IAS 8 provide a new definition of material. The new definition states that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information. The amendments did not have any impact on the Group's interim condensed consolidated financial information.
28 Sisram Medical Ltd | Interim Report 2020
Notes to the Historical Financial Information
3. OPERATING SEGMENT INFORMATION
For management purposes, the Group's operating activities are related to a single operating segment, which is the design, development, manufacture and sale of energy-based aesthetic medical and minimally invasive treatment systems. Therefore, no analysis by operating segment is presented.
4. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows: | ||
Six months ended June 30, | ||
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | |
Revenue from contracts with customers | ||
Sale of goods | 67,284 | 77,297 |
Services provided | 4,452 | 8,135 |
71,736 | 85,432 | |
Disaggregated revenue information for revenue from contracts with customers | ||
Six months ended June 30, | ||
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | |
Types of goods or services | ||
Sale of goods | 67,284 | 77,297 |
Services provided | 4,452 | 8,135 |
Total revenue from contracts with customers | 71,736 | 85,432 |
Timing of revenue recognition | ||
Goods transferred at a point in time | 67,284 | 77,297 |
Services transferred over time | 4,452 | 8,135 |
Total revenue from contracts with customers | 71,736 | 85,432 |
Sisram Medical Ltd | Interim Report 2020 | 29 |
Notes to the Historical Financial Information
5. PROFIT BEFORE TAX
The Group's profit before tax from continuing operations is arrived at after charging: | |||
Six months ended June 30, | |||
2020 | 2019 | ||
US$'000 | US$'000 | ||
(Unaudited) | (Unaudited) | ||
Cost of inventories sold | 20,508 | 25,366 | |
Cost of services and others | 11,326 | 11,094 | |
Provision for impairment of inventories | 303 | 637 | |
Impairment of trade receivables | 716 | 575 | |
Foreign exchange differences, net | 252 | 462 |
6. INCOME TAX
The Israeli corporate tax rates applicable to the Company were 23% for the six months ended June 30, 2019 and 2020. Each entity in the group is taxable based on its standalone results as measured by the local tax system.
No income tax has been provided for the Company itself as there was no assessable profit earned by the Company for the Reporting Period. Taxes on taxable income assessable elsewhere have been calculated at the rates of tax prevailing in the countries in which the Group operates.
Nova is taxed based upon the tax law in Israel, the country of residence. Income was taxed at corporate income tax rate of 23% for the six months ended June 30, 2019 and 2020.
Alma Lasers Ltd., the major operating subsidiary of the Company, was granted the status of "Preferred Enterprise" under the 2011 Amendment of the Investment Law and therefore enjoyed a preferential corporate tax rate of 16% during the Reporting Period.
In December 2016, the Israeli Knesset passed Amendment 73 to the Investment Law, which included a number of changes to the Investments Law regime. Certain changes were scheduled to come into effect beginning January 1, 2017, provided that regulations are promulgated by the Finance Ministry to implement the "Nexus Principles" based on The Organisation for Economic Co-operation and Development's guidelines recently published as part of the Base Erosion and Profit Shifting (BEPS) project. The regulations were approved in May 2017 and accordingly, have come into effect.
Applicable benefits under the new regime include:
Introduction of a benefit regime for "Preferred Technology Enterprises", granting a 12% tax rate in central Israel and a 7.5% tax rate in special areas - on income deriving from Intellectual Property, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from exports. Technological Preferred Enterprise is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenues of its parent company and all subsidiaries are less than NIS10 billion. In cases where the parent company and all subsidiaries have more than NIS10 billion of consolidated revenues, the tax rate will be 6% in all Israel regions.
30 Sisram Medical Ltd | Interim Report 2020
Notes to the Historical Financial Information
6. INCOME TAX (Continued)
A Special Preferred Technological Enterprise ("SPTE") - where the parent company's total revenues are more than NIS10 billion in the tax year, its preferred income will be subject to a tax rate of 6%, regardless of the geographical location of the enterprise. On December 4, 2018, the Company received a ruling from the Israeli Income Tax Authority, which grants the Company the SPTE status, in accordance with the criteria in the law mentioned above and the conditions mentioned in the ruling, effective from January 1, 2017.
The following applies to SPTE:
- A 6% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, in accordance with the criteria mentioned in the law.
- A withholding tax rate of 20% for the dividends paid from a Preferred Technology Enterprise's income (with an exemption from such withholding tax applying to dividends paid to an Israeli company). Such rate may be reduced to 4% on the dividends paid to a foreign resident company, subject to certain conditions regarding the percentage of foreign ownership of the distributing entity.
As of June 30, 2020, Alma enjoyed a new preferential effective tax rate of 9.48%, for being a SPTE for the period ended June 30, 2020.
The U.S. Tax Cuts and Jobs Act of 2017 ("TCJA") was approved by the U.S. Congress on December 20, 2017 and signed into law by the U.S. President Donald J. Trump on December 22, 2017. This legislation has made complex and significant changes to the U.S. Internal Revenue Code. Such changes include a reduction in the corporate tax rate and limitations on certain corporate deductions and credits, among other changes. The changes include, but are not limited to:
RATE REDUCTION
The TCJA reduces the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. In addition, the TCJA has made certain changes to the depreciation rules and was implemented new limits on the deductibility of certain expenses and deduction.
The income of the Alma Lasers GmbH, a subsidiary incorporated in Germany, is taxed based upon the tax law in Germany, the country of residence. Income was taxed at a flat corporate income tax rate of 15% during the Reporting Period and was also subject to additional trade income taxes of 15.825% as applicable.
The income of the Alma Lasers AT GmbH, a subsidiary incorporated in Austria, is taxed based upon the tax law in Austria, the country of residence. Income was taxed at a flat corporate income tax rate of 25% during the Reporting Period and was also subject to additional trade income taxes as applicable.
The income of Alma Medical Private Limited, a subsidiary incorporated in India, is taxed based upon the tax law in India, the country of residence. Income was taxed at a corporate income tax rate of 30.9% during the Reporting Period (which was not a flat rate but included many deductions/exemptions/rebates as per the Income Tax Act 1961) and the Company was also subject to withholding taxes as per the provisions of the said Income Tax Act 1961.
The income of Alma Medical HK Limited, a subsidiary incorporated in Hong Kong, is taxed at the rate of 16.5% on its estimated assessable profits arising in Hong Kong.
The income of Alma Medical Australia Pty Ltd, a subsidiary incorporated in Australia, is taxed at the rate of 26%.
Sisram Medical Ltd | Interim Report 2020 | 31 |
Notes to the Historical Financial Information
6. INCOME TAX (Continued)
RATE REDUCTION (Continued)
The income of Alma Korea Limited, a subsidiary incorporated in Korea, is taxed at the rate of 17%.
Six months ended June 30, | ||
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | |
Current | 1,054 | 1,260 |
Deferred | (398) | 448 |
Total tax charge for the period | 656 | 1,708 |
7. DIVIDENDS
The board of directors resolved not to declare any interim dividend for the period ended June 30, 2020. (six months ended June 30, 2019: Nil)
No dividends were paid during the period ended June 30,2020 (six months ended June 30, 2019: Nil). Dividends in the sum of US$6,264,000 was paid in August 2020 by the Company.
8. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit for the six months ended June 30, 2020 and 2019 attributable to ordinary equity holders of the parent, and the weighted average number of ordinary shares of 442,155,600 (six months ended June 30, 2019: 442,155,600) in issue during the period.
The calculation of basic earnings per share is based on:
Six months ended June 30,
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Audited) | |
Earnings | ||
Profit attributable to ordinary equity holders of the parent used in | ||
the basic earnings per share calculation | 5,504 | 13,209 |
Six months ended June 30,
20202019
Shares | ||
Weighted average number of ordinary shares in issue during the period | ||
used in the basic earnings per share calculation | 442,155,600 | 442,155,600 |
No adjustment has been made to the basic earnings per share presented for the six months ended June 30, 2019 and 2020 as the Group had no potentially dilutive ordinary shares in issue during those periods.
32 Sisram Medical Ltd | Interim Report 2020
Notes to the Historical Financial Information
9. PLANT AND EQUIPMENT
During the six months ended June 30, 2020, the Group acquired plant and equipment with a cost of US$6,256,000 (six months ended June 30, 2019: US$1,326,000).
During the six months ended June 30, 2020, depreciation for plant and equipment was US$960,000 (six months ended June 30, 2019: US$574,000).
During the six months ended June 30, 2020, disposal of plant and equipment was US$48,000 (six months ended June 30, 2019: Nil).
10. TRADE RECEIVABLES
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Audited) | |
Trade receivables | 59,268 | 57,350 |
Impairment | (1,347) | (729) |
57,921 | 56,621 |
An ageing analysis of the trade receivables as at the end of the Reporting Period, based on the invoice date and net of loss allowance, is as follows:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Audited) | |
Within 1 month | 14,594 | 15,949 |
1 to 2 months | 6,557 | 7,575 |
2 to 3 months | 3,037 | 3,918 |
3 months to 1 year | 27,505 | 22,996 |
Over 1 year | 6,228 | 6,183 |
57,921 | 56,621 |
Sisram Medical Ltd | Interim Report 2020 | 33 |
Notes to the Historical Financial Information
11. TRADE PAYABLES
An ageing analysis of the trade payables as at the end of Reporting Period, based on the invoice date, is as follows:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Audited) | |
Within 1 month | 3,809 | 8,982 |
1 to 2 months | 1,949 | 2,596 |
2 to 3 months | 2,447 | 266 |
Over 3 months | 507 | 148 |
8,712 | 11,992 |
12. COMMITMENTS
The Group did not have any significant capital commitments as at the end of the Reporting Period.
13. RELATED PARTY TRANSACTIONS
- Compensation of key management personnel of the Group:
Six months ended June 30, | ||
2020 | 2019 | |
US$'000 | US$'000 | |
(Unaudited) | (Unaudited) | |
Salaries, allowances and benefits in kind | 620 | 664 |
Performance related bonuses | 254 | 336 |
Total compensation paid to key management personnel | 874 | 1,000 |
- In December 2019, Alma signed contracts with Chindex (Beijing) International Trade Co. Ltd ("Chindex") in which Chindex will provide Alma regulation services of registration in China. Alma paid US$409,747 to Chindex for the period ended June 30, 2020
34 Sisram Medical Ltd | Interim Report 2020
Notes to the Historical Financial Information
14. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
As at June 30, 2020 and December 31, 2019, the fair values of the Group's financial assets, financial liabilities and long-term borrowings approximated to their respective carrying amounts.
Management has assessed that the fair values of cash and bank balances, trade receivables, financial assets included in prepayments, deposits, and other receivables, trade payables, financial liabilities included in other payables and accruals and the current portion of interest-bearing bank and other borrowings approximate to their carrying amounts largely due to the short term maturities of these instruments.
The Group's corporate finance team headed by the chief financial officer is responsible for determining the policies and procedures for the fair value measurement of financial instruments. At the end of the Reporting Period, the corporate finance team analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer.
The fair values of the non-current portion of interest-bearing bank and other borrowings and other long-term liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The Group's own non-performance risk for the non-current portion of interest-bearing bank borrowings as at the end of the Reporting Period was assessed to be insignificant.
The Group enters into derivative financial instruments with The Hongkong and Shanghai Banking Corporation Limited. Derivative financial instruments, including forward currency contracts, are measured using valuation techniques similar to forward pricing models, using present value calculations. The models incorporate various market observable inputs including the credit quality of counterparties, foreign exchange spot and forward rates. The carrying amounts of forward currency contracts are the same as their fair values.
FAIR VALUE HIERARCHY
The following tables illustrate the fair value measurement hierarchy of the Group's financial instruments:
Assets measured at fair value:
As at June 30, 2020 (Unaudited)
Fair value measurement using | ||||
Quoted prices | Significant | Significant | ||
in active | observable | unobservable | ||
markets | inputs | inputs | ||
(Level 1) | (Level 2) | (Level 3) | Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Foreign exchange forward contracts | - | 309 | - | 309 |
Sisram Medical Ltd | Interim Report 2020 | 35 |
Notes to the Historical Financial Information
14. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (Continued)
FAIR VALUE HIERARCHY (Continued)
As at December 31, 2019 (Audited)
Fair value measurement using | ||||
Quoted prices | Significant | Significant | ||
in active | observable | unobservable | ||
markets | inputs | inputs | ||
(Level 1) | (Level 2) | (Level 3) | Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Foreign exchange forward contracts | - | 32 | - | 32 |
During the period, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities.
15. COMPARATIVE AMOUNTS
Certain comparative amounts have been reclassified to conform with current year's presentation and disclosures.
36 Sisram Medical Ltd | Interim Report 2020
General Information
Results and Dividends
The Group's results for the six months ended June 30, 2020 and the state of affairs of the Group as at June 30, 2020 are set out in the interim condensed consolidated financial statements and the accompanying notes on pages 21 to 36. The Board has not recommended the distribution of any interim dividend for the Reporting Period.
The Global Offering
On September 19, 2017, the shares of the Company were listed on the Main Board of the Stock Exchange. The Global Offering of the Shares comprises the Hong Kong public offering of initially 11,000,000 Shares and the international offering (including the preferential offering) of initially 99,000,000 Shares (subject to, in each case, reallocation and the over-allotment option granted by the Company).
Use of Proceeds from the Global Offering
Total net proceeds from the Global Offering amounted to approximately HK$771.3 million. As at the end of the Reporting Period, approximately HK$389.26 million has been used in accordance with the plan disclosed in the Prospectus of the Company (as adjusted in accordance with the announcement issued by the Company on October 8, 2018). Details of the use of proceeds are set out below:
Amounts utilized | ||||||
during the period | ||||||
Amount not | from January 1, | Actual amounts | Amounts not yet | |||
utilized as at | 2020 to | utilized up to | utilized as at | |||
Intended amount | December 31, | June 30, | June 30, | June 30, | Expected | |
Intended use of proceeds as set out in the | to be used set out | 2019 | 2020 | 2020 | 2020 | year of full |
Prospectus | in the Prospectus | (HK$ million) | (HK$ million) | (HK$ million) | (HK$ million) | utilisation |
(a) Expanding sales channels and distribution | ||||||
network and intensify marketing efforts | ||||||
Expand sales channels in the United States, | approximately | 23.06 | - | 63.33 | 23.06 | 2022 |
Germany and India and distribution | 11.2% | |||||
network globally | (HK$86.39 million) | |||||
Invest in global digital marketing | approximately | 25.22 | 1.28 | 4.60 | 23.94 | 2021 |
3.7% | ||||||
(HK$28.54 million) | ||||||
Develop analytics capabilities | approximately | 27.32 | - | 1.23 | 27.32 | 2022 |
3.7% | ||||||
(HK$28.54 million) | ||||||
(b) Capital investments | ||||||
Upgrade existing or establish new service | approximately | 32.44 | 0.13 | 0.47 | 32.31 | 2023 |
centers in direct sales markets | 4.2% | |||||
(HK$32.78 million) | ||||||
Upgrade and remap production lines | approximately | 26.25 | 26.25 | 35.90 | - | N/A |
4.7% | ||||||
(HK$35.90 million) | ||||||
Optimize and update information technology | approximately | 29.10 | 1.92 | 8.72 | 27.18 | 2022 |
systems and infrastructure | 4.7% | |||||
(HK$35.90 million) |
Sisram Medical Ltd | Interim Report 2020 | 37 |
General Information
Amounts utilized | |||||||
during the period | |||||||
Amount not | from January 1, | Actual amounts | Amounts not yet | ||||
utilized as at | 2020 to | utilized up to | utilized as at | ||||
Intended amount | December 31, | June 30, | June 30, | June 30, | Expected | ||
Intended use of proceeds as set out in the | to be used set out | 2019 | 2020 | 2020 | 2020 | year of full | |
Prospectus | in the Prospectus | (HK$ million) | (HK$ million) | (HK$ million) | (HK$ million) | utilisation | |
(c) | Research and development activities | ||||||
Develop and expand minimally invasive | approximately | 35.46 | 0.23 | 0.67 | 35.23 | 2023 | |
product line | 4.7% | ||||||
(HK$35.90 million) | |||||||
Increase the funding for clinical studies in the | approximately | 34.71 | 0.14 | 1.33 | 34.57 | 2024 | |
United States | 4.7% | ||||||
(HK$35.90 million) | |||||||
Bolster regulatory capabilities | approximately | 21.80 | 4.99 | 19.09 | 16.81 | 2023 | |
4.7% | |||||||
(HK$35.90 million) | |||||||
(d) | Repay buy-out loan from Fosun Industrial | approximately | - | - | 71.74 | - | N/A |
9.3% | |||||||
(HK$71.74 million) | |||||||
(e) | Strategic acquisition, enter into strategic | approximately | 159.35 | 2.14 | 70.32 | 157.21 | 2021 |
partnerships and other business development | 29.5% | ||||||
(HK$227.53 million) | |||||||
(f) | Supplement working capital and other general approximately | 4.42 | - | 72.71 | 4.42 | 2021 | |
corporate purpose | 10.0% | ||||||
(HK$77.13 million) | |||||||
(g) | Repay a loan with HSBC Bank Plc, Israel | approximately | - | - | 39.15 | - | N/A |
Discount Bank Ltd. and Mizrahi Tefahot Bank 5.1% | |||||||
Ltd. | (HK$39.15 million) |
Share Capital
As at the date of this interim report, the authorised share capital of the Company is NIS10,000,000, comprising 1,000,000,000 Shares of NIS0.01 each, among which, 442,155,600 Shares are issued and fully paid.
Purchase, Sale or Redemption of Listed Securities by the Company
During the Reporting Period, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities.
Sufficiency of Public Float
Based on the information that is publicly available to the Company and to the best knowledge of the Directors, the Company has maintained a public float of no less than 25% of the issued Shares as at the date of this interim report.
38 Sisram Medical Ltd | Interim Report 2020
General Information
Directors' and Chief Executive's Interests and Short Position in Shares, Underlying Shares and Debentures
As at June 30, 2020, the interest and/or short positions of Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise should be notified to the Company and the Stock Exchange pursuant to the Model Code as set out in Appendix
10 to the Listing Rules were as follows:
Percentage of | |||||
The company | shareholding in | ||||
in which the | The class | Capacity and | Number of | the relevant | |
Name of Directors | interests are held | of shares | nature | shares held | class of shares |
Lior Moshe DAYAN | Company | Ordinary Shares | Beneficial owner | 113,500 | 0.03% |
Yifang WU | Fosun Pharma | H Shares | Beneficial owner | 342,000 | 0.06% |
A Shares | Beneficial owner | 718,900 | 0.04% | ||
Yao WANG | Fosun Pharma | A Shares | Beneficial owner | 50,000 | 0.002% |
Save as disclosed in the foregoing, as at June 30, 2020, none of the Directors or chief executive of the Company or their respective close associates had any interests or short positions in any shares, underlying shares, or debentures of the Company or any of its associated corporations as recorded in the register required to be kept pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
During the Reporting Period, no rights to acquire benefits by means of the acquisition of shares or debentures of the Company were granted to any Directors or their respective spouses or minor children, or were any such rights exercised by them; nor was the Company, its holding company, or any of its subsidiaries or fellow subsidiaries a party to any arrangement which enabled the Directors to acquire such rights in any other body corporate.
Sisram Medical Ltd | Interim Report 2020 | 39 |
General Information
Interests and Short Positions of Substantial Shareholders in Shares and Underlying Shares
As at June 30, 2020, so far as is known to the Directors, the persons or entities, other than the Directors or chief executive of the Company, who had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were deemed to be directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company were as follows:
Number of Shares | Approximate | |||
Name of Shareholders | Capacity | held or interested | Percentage (%) | |
CML | Beneficial owner | 127,318,640 | (L)(1) | 28.79% |
Ample Up(2) | Beneficial owner | 203,240,160 | (L) | |
Interest in controlled corporation | 127,318,640 | (L) | ||
330,558,800 | (L) | 74.76% | ||
Fosun Industrial(3) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
Fosun Pharma(4) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
Fosun High Tech(5) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
Fosun International(6) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
FHL(7) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
FIHL(8) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
Guangchang GUO(9) | Interest in controlled corporation | 330,558,800 | (L) | 74.76% |
Notes:
- (L): Long Positions
- CML is wholly owned by Ample Up. Ample Up is deemed to be interested in the Shares in which CML is interested as legal and beneficial owner.
- Ample Up is wholly owned by Fosun Industrial. Therefore, Fosun Industrial is deemed to be interested in an aggregate holding of 330,558,800 Shares which Ample Up is interested in, comprising 203,240,160 Shares held by Ample Up and 127,318,640 Shares held by CML.
- Fosun Industrial is wholly owned by Fosun Pharma. Therefore, Fosun Pharma is deemed to be interested in the Shares in which Fosun Industrial is deemed to be interested.
- Fosun High Tech controls the exercise of more than one-third of the voting rights at the general meeting of Fosun Pharma. Fosun High Tech is deemed to be interested in the Shares in which Fosun Pharma is deemed to be interested.
- Fosun High Tech is wholly owned by Fosun International. Fosun International is deemed to be interested in the Shares in which Fosun High Tech is deemed to be interested.
- FHL controls the exercise of more than one-third of the voting rights at the general meeting of Fosun International. FHL is deemed to be interested in the Shares in which Fosun International is deemed to be interested.
- FHL is wholly owned by FIHL. FIHL is deemed to be interested in the Shares in which FHL is deemed to be interested.
- Guangchang GUO controls the exercise of more than one-third of the voting rights at the general meeting of FIHL. Guangchang GUO is deemed to be interested in the Shares in which FIHL is deemed to be interested.
40 Sisram Medical Ltd | Interim Report 2020
General Information
Save as disclosed herein, there is no other person known to the Directors or chief executive of the Company who, as at June 30, 2020, had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 under Part XV of the SFO or who is, directly or indirectly, interested in 5% of more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company.
Code for Securities Transactions
The Company has adopted Directors' and Chief Executive Officer's Dealing Policy which is no less exacting than the required standard pursuant to the Model Code as set out in Appendix 10 to the Listing Rules as its code of conduct regarding Directors' securities transactions. Having made specific enquiries to all Directors, all Directors have confirmed that they have fully complied with the relevant requirements set out in its own code of conduct during the Reporting Period.
Compliance with the Corporate Governance Code
The Company is committed to enhancing shareholder value by achieving high standards of corporate conduct, transparency and accountability. The Board is of the view that, during the Reporting Period, the Company has been in full compliance with all code provisions of the Corporate Governance Code and Corporate Governance Report as contained in Appendix 14 to the Listing Rules.
Review of Interim Report by the Audit Committee of the Company
The audit committee of the Company comprised Mr. Heung Sang Addy FONG, Mr. Chi Fung Leo CHAN and Ms. Jenny CHEN, all being independent non-executive Directors. The audit committee of the Company has reviewed the unaudited interim results and the interim report of the Group for the six months ended June 30, 2020.
Share Option Scheme
During the Reporting Period, the Group has no share option scheme.
Sisram Medical Ltd | Interim Report 2020 | 41 |
Corporate Information
Directors
Executive Directors
Mr. Yi LIU (劉毅) (Chairman)
Mr. Lior Moshe DAYAN (Chief Executive Officer) Mr. Guojun BU (步國軍) (Chief Financial Officer)
Non-executive Directors
Mr. Yifang WU (吳以芳)
Mr. Yao WANG (汪曜)
Ms. Kun DAI (戴昆) (1)
Ms. Rongli FENG (馮蓉麗) (2)
Independent Non-executive Directors
Mr. Heung Sang Addy FONG (方香生)
Mr. Chi Fung Leo CHAN (陳志峰)
Ms. Jenny CHEN (陳怡芳)
Mr. Kai Yu Kenneth LIU (廖啟宇)
Audit Committee
Mr. Heung Sang Addy FONG (方香生) (Chairman)
Mr. Chi Fung Leo CHAN (陳志峰)
Ms. Jenny CHEN (陳怡芳)
Nomination Committee
Mr. Yi LIU (劉毅) (Chairman)
Mr. Heung Sang Addy FONG (方香生)
Mr. Chi Fung Leo CHAN (陳志峰)
Remuneration Committee
Mr. Chi Fung Leo CHAN (陳志峰) (Chairman)
Mr. Yi LIU (劉毅)
Mr. Heung Sang Addy FONG (方香生)
Authorized Representatives
Mr. Yi LIU (劉毅)
Ms. Mei Ha Wendy KAM (甘美霞)
Headquarters, Registered Office and Principal Place of Business in Israel
14 Halamish Street
Caesarea Industrial Park
Caesarea 38900
Israel
Principal Place of Business in Hong Kong
Level 54
Hopewell Centre
183 Queen's Road East
Hong Kong
Hong Kong Share Registrar
Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Auditors
Ernst & Young
Certified Public Accountants
22/F, CITIC Tower
1 Tim Mei Avenue
Central
Hong Kong
Company Secretary
Ms. Mei Ha Wendy KAM (甘美霞) (FCS (PE), FCIS)
Notes:
- Ms. Kun DAI resigned as a non-executive Director on April 30, 2020.
- Ms. Rongli FENG was appointed as a non-executive Director on August 20, 2020.
42 Sisram Medical Ltd | Interim Report 2020
Corporate Information
Hong Kong Legal Adviser
Freshfields Bruckhaus Deringer
55/F, One Island East
Taikoo Place, Quarry Bay
Hong Kong
Israeli Legal Adviser
Weinstock Zecler & Co, Law Offices 5 Azrieli Center
Tel-Aviv Israel 67025
Stock Short Name
SISRAM MED
Stock Code
01696
Company Website
www.sisram-medical.com
Sisram Medical Ltd | Interim Report 2020 | 43 |
Definitions
In this interim report, the following expressions have the meanings set out below unless the context requires otherwise.
"Alma Acquisition"
"Alma" or "Alma Lasers"
"Ample Up"
"APAC"
"Board" or "Board of Directors" "CG Code"
"CML"
"Company" or "Sisram"
"Controlling Shareholder"
"COVID-19"
"DACH"
"Director(s)"
"FDA"
"FHL"
"FIHL"
the acquisition of Alma Lasers by the Company, which was completed on May 27, 2013
Alma Lasers Ltd., a company incorporated in Israel with limited liability, a wholly-owned subsidiary of the Company
Ample Up Limited (能悅有限公司), a company incorporated in Hong Kong with limited liability, and a wholly owned subsidiary of Fosun Pharma
Asia-Pacific
the board of Directors of the Company
the Corporate Governance Code and the Corporate Governance Report
Chindex Medical Limited (美中互利醫療有限公司), a wholly-owned subsidiary of Fosun Pharma
Sisram Medical Ltd (復銳醫療科技有限公司*), a company incorporated in Israel with limited liability, the Shares of which are listed on the Stock Exchange
has the meaning ascribed thereto under the Listing Rules
Coronavirus disease 2019
Germany, Austria and Switzerland
the director(s) of the Company
Food and Drug Administration of the United States
Fosun Holdings Limited (復星控股有限公司), a company incorporated in Hong Kong with limited liability, which is wholly owned by FIHL
Fosun International Holdings Ltd. (復星國際控股有限公司), a company incorporated in the British Virgin Islands with limited liability
44 Sisram Medical Ltd | Interim Report 2020
"Fosun High Tech"
"Fosun Industrial"
"Fosun International"
"Fosun Pharma"
"Fosun Pharma Group"
"Global Offering"
"Group", "we", "us" or "our"
"HK$"
"Hong Kong" "IFRSs" "IoT" "Listing Rules"
"Model Code" "NIS" "Nova"
Definitions
Shanghai Fosun High Technology (Group) Co., Ltd. (上海復星高科技(集 團) 有限公司), a wholly-owned subsidiary of Fosun International
Fosun Industrial Co., Limited (復星實業(香港)有限公司), a wholly-owned subsidiary of Fosun Pharma
Fosun International Limited (復星國際有限公司), a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.* (上海復星醫藥(集團) 股份有限公司), a joint stock company established in the PRC with limited liability, the H shares and A shares of which are listed and traded on the Main Board of the Stock Exchange and the Shanghai Stock Exchange, respectively
Fosun Pharma and its subsidiaries (excluding the Group)
the initial public offering of the Company's shares
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
Hong Kong Special Administration Region of the PRC
International Financial Reporting Standards
Internet of Things
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
the Model Code for Securities Transactions by Directors of Listed Issuers
New Israeli Shekels, the lawful currency of Israel
Nova Medical Israel Ltd., a private company organised under the laws of Israel
Sisram Medical Ltd | Interim Report 2020 | 45 |
Definitions
"Plan Assets"
"PRC" or "China"
"Prospectus"
"R&D"
"Reporting Period" "SFO"
"Shareholder(s)"
"Share(s)"
"Stock Exchange"
"US$"
"YOY"
"2011 Amendment of the Investment Law"
- For identification purpose only
assets held by a long-term employee benefit fund or qualifying insurance policies
the People's Republic of China, which for purpose of this interim report only, excludes Hong Kong, Macau Special Administrative Region and Taiwan
the prospectus issued by the Company on September 5, 2017 in connection with the Hong Kong public offering and the international offering of the Shares
research and development
the six months ended June 30, 2020
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
holder(s) of the Share(s)
the share(s) in the capital of the Company
the Stock Exchange of Hong Kong Limited
United States Dollars, the lawful currency of the United States
year over year
the Law for the Encouragement of Capital Investments, 1959 (as amended in 2011)
46 Sisram Medical Ltd | Interim Report 2020
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Sisram Medical Ltd. published this content on 22 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2020 10:04:04 UTC