TIDMCLST TIDMCLSU
RNS Number : 8749K
ClearStar,Inc.
27 September 2016
27 September 2016
ClearStar, Inc.
("ClearStar" or the "Company")
Interim Results for Six Months Ended 30 June 2016
ClearStar (AIM: CLST and CLSU), a leading technology and service
provider to the background check industry, announces its unaudited
results for the six months ended 30 June 2016.
Financial Highlights
-- Revenues increased by 6% to $8.0 million (H1 2015: $7.5 million)
-- Gross profit increased by 10% to $5.0 million (H1 2015: $4.5 million)
-- Gross margin increased by 190 basis points to 62.4% (H1 2015: 60.5%)
-- Operating expenses reduced by $400,000 to $6.0 million (H1 2015: $6.4 million)
-- EBITDA improved by $1.0 million to a $300,000 loss (H1 2015: $1.3 million loss)
-- As of 30 June 2016, the Company had net cash of $3.1 million
(31 December 2015: $3.9 million; 30 June 2015: $4.2 million)
Operational Highlights
-- Processed approximately 4.0 million screening services (H1
2015: 3.6 million) on over 1.2 million people (H1 2015: 1.1
million) that were provided to over 25,000 end-users (H1 2015:
23,000)
-- Direct Services Division revenues were $1.9 million (H1 2015:
$1.8 million) with significant improvement in gross margin due to
increasing proportion of revenue contributed by new large,
higher-volume clients. Excluding clients from the SingleSource
acquisition, division revenues grew by 100% to $878,000 (H1 2015:
$439,000)
-- Three-year contract with leading global relocation and
specialised logistics solutions provider started on-boarding
-- Channel Partner and Consumer Reporting Agency revenues
increased by 8% to $3.7 million (H1 2015: $3.5 million)
-- Medical Information Services Division sales grew by 3% year-on-year
-- Global Division continued to make progress in enhancing its
new technology platform, expanding geographical reach and
commencing trials with several potential clients
-- Cost control initiatives introduced in the second half of
2015 resulted in $400,000 in reduced operating expenses in H1 2016
compared with the same period of the previous year
-- Launched mobile-centric ClearID biometric recognition
software solution and ClearContact electronic addressbook
Robert Vale, CEO of ClearStar, commented: "We achieved another
period of growth as we added new clients and cross-sold services to
existing clients. Our Channel Partner and Consumer Reporting Agency
clients continue to account for the majority of sales - whether
this is for a background check or a drug screen delivered in the US
or abroad. However, we are greatly encouraged by the increasing
revenues generated by Direct Services clients, which is our key
growth engine. This is a reflection of our enhanced brand
recognition as we rapidly transition from a purely indirect service
offering to direct; the investment in strengthening our direct
sales team; and our technological innovation to develop
market-leading solutions.
"Looking ahead, the momentum achieved in the first half of the
year has been sustained into the second half of 2016. We are
receiving significant interest in our recently-launched ClearID and
ClearContact solutions, which are designed to cater for the
increasingly casual and transitory nature of the labour market, and
we expect Direct Services Division revenues to grow in the second
half over the first half. The addition of clinical testing to our
WebCCF technology is expected to drive sales in this area and is
further testament to our ability to innovate and introduce
market-leading solutions. As a result, we continue to believe that
the fundamentals of the business are sound and the strength of our
offer is increasing. With the growing demand for our services
across all of our divisions, the Board remains confident of
achieving sustained growth and of delivering value to
shareholders."
Enquiries:
ClearStar, Inc.
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Robert Vale, Chief Executive
Officer
David Pattillo, Chief Financial
Officer +1 770 416 1900
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finnCap Ltd.
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Jonny Franklin-Adams, Simon
Hicks - Corporate Finance
Christian Hobart - Sales +44 20 7220 0500
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Luther Pendragon Ltd.
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Harry Chathli, Claire Norbury +44 20 7618 9100
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About ClearStar
ClearStar, Inc. is a leading and trusted background check
technology, strategic services, and decision-making information
provider to employers and background screening companies.
A seven-time Inc. 5000 honouree and founding member of the
National Association of Professional Background Screeners,
ClearStar has provided innovative technology solutions to
businesses in the human capital management industry from its
corporate offices in Alpharetta, Georgia since 1995. For more
information about ClearStar, please visit: www.clearstar.net.
Operational Review
During the six months ended 30 June 2016, the Company achieved
6% revenue growth to $8.0 million (H1 2015: $7.5 million). This was
due to increased business across all divisions - from both new
clients and the cross-selling of services to existing clients.
In recognition of the evolving nature of the business, during H2
2015, ClearStar implemented cost control and operational efficiency
initiatives to streamline the Company. This was rendered possible
through increased operational and technological efficiencies as
well as synergies developed through the acquisition of
SingleSource, such as the migration of all clients to a single
platform. The Company successfully executed on, and expedited, the
implementation of these measures, which resulted in the reduction
in operating expenses of approximately $400,000 during H1 2016
compared with the same period of the previous year.
Channel Partners and Consumer Reporting Agencies ("CRAs")
Division
The division continued to be the largest contributor to overall
revenues. Sales for H1 2016 increased by 8% to $3.7 million (H1
2015: $3.5 million). This was primarily as a result of increased
business from some of the Company's largest clients. During the
period, ClearStar made ongoing improvements to its offering to
Channel Partners and CRAs, including adding new integration points
to client-centric systems, such as applicant tracking systems;
product development in areas of data distribution; and improvements
to user interface.
Direct Services Division
During the period, ClearStar strengthened and expanded its
direct sales and services team to capitalise on attractive market
opportunities within the growing US screening market. In
particular, the Company recruited employees with significant
experience and expertise in engaging with large companies, which is
ClearStar's primary target market. As a result, Direct Services
Division revenues, excluding clients from the SingleSource
acquisition, increased by 100% to $878,000 (H1 2015: $439,000). The
Company experienced attrition among its SingleSource client-base as
a result of a large proportion of the smaller clients gained
through the acquisition choosing not to invest in upgrading their
compliance standards to meet ClearStar's requirements.
Consequently, total Direct Services Division revenues increased by
6% to $1.9 million (H1 2015: $1.8 million), with a strong
improvement in gross margin as a result of the increasing
proportion of division revenue generated by large, higher-volume
clients.
ClearStar commenced the on-boarding process for the three-year
contract, signed at the end of 2015, with a leading global
relocation and specialised logistics solutions provider, which
includes the maiden deployment of the Company's biometric
recognition software and electronic addressbook solution. The
Company is receiving increasing interest in these mobile-centric
solutions, launched during the period as ClearID and ClearContact,
from employers that rely on remote hiring or where large numbers of
temporary workers are employed on a sustained basis, and commenced
several trials with potential clients.
Medical Information Services ("MIS") Division
MIS sales for the first six months of 2016 increased by 3% to
$2.33 million (H1 2015: $2.27 million). Drug testing remains the
largest contributor to division revenues, accounting for
approximately 85%. Other contributors to revenues are clinical
testing and occupational testing. The Company now provides its
medical testing and results review services to over 13,500
companies and its network of collection sites has grown to over
14,500.
During the period, the Company made its clinical testing service
available via its proprietary WebCCF technology. WebCCF is
ClearStar's online laboratory registration and electronic custody
and control form technology with mobile wallet-integration to
enable a completely paperless screening process, which expedites
the on-boarding of new hires and efficiently manages the ongoing
compliance testing of the workforce. Following integrations with
Quest and LabCorp laboratories, end-users are now able to order and
register for clinical tests at over 14,500 collection sites via the
WebCCF widget. The Company believes that the ease-of-use of this
solution is a market differentiator for ClearStar and that sales in
clinical testing will increase as result of its availability via
WebCCF.
Global Division
The Global Division is the Company's newest unit, having been
established following ClearStar's IPO in July 2014 when the Company
commenced the development of its new global platform to satisfy
interface, compliance, and architectural demands outside the US.
Prior to this, ClearStar had a limited presence outside the US.
Today, ClearStar can supply background checks globally. During the
period, the Company received increasing interest in its global
solutions both from organisations based outside of the US as well
as from existing US-based clients that have global operations and
commenced trials with several potential clients.
Post period, ClearStar achieved certification from the U.S.
Department of Commerce under the EU-U.S. Privacy Shield for the
transfer of personally identifiable information (PII) from the
European Union to the United States. The recently-launched EU-U.S.
Privacy Shield Framework was designed by the U.S. Department of
Commerce and the European Commission to provide companies on both
sides of the Atlantic with a mechanism to comply with EU data
protection requirements when transferring personal data from the EU
to the US. The certification represents a further testament to the
strength of ClearStar's privacy and compliance standards as well as
differentiating the Company from its competitors.
Financial Review
The Company continued to achieve revenue growth with total
revenues increasing by 6% for the six months ended 30 June 2016 to
$8.0 million compared with $7.5 million for the six months ended 30
June 2015. All four business units experienced growth.
Gross profit increased by 10% for the six months ended 30 June
2016 to $5.0 million, compared with $4.5 million for the six months
ended 30 June 2015. Gross profit margin improved by 190 basis
points to 62.4% from 60.5% for the same period of the previous
year. This increase was primarily due to achieving greater purchase
economies. Management believes gross margin will continue to
improve due to on-going economies of scale being achieved.
Total operating expenses, including depreciation and
amortisation, were $6.0 million for the six months ended 30 June
2016 compared with $6.4 million for the six months ended 30 June
2015. This $400,000 decrease was attributable to cost control
initiatives introduced in the second half of 2015 being realised in
H1 2016.
Selling and marketing expenses were reduced by approximately
$600,000 from $1.3 million to $700,000, primarily due to the
implementation of operational and technological efficiencies from
the integration of the SingleSource acquisition.
Research and development was approximately $700,000 for the six
months ended 30 June 2016 compared with $800,000 for the same
period of the previous year. This decrease is primarily
attributable to lower staff costs in software development. General
and administrative expenses increased by approximately $100,000 to
$3.9 million from $3.8 million, primarily due to the costs
associated with the strategic review process which was outlined in
the announcement dated 24 May 2016, along with greater compliance
and internet security costs.
As a result of the increase in revenues and the reduction in
operating expenses, EBITDA for H1 2016 improved by $1.0 million to
$300,000 loss, compared with $1.3 million loss for the same period
of the prior year. The Company reported a loss before tax of
approximately $1.0 million in H1 2016 compared with a loss before
tax of approximately $1.8 million for the same period of the prior
year.
As of 30 June 2016, total assets were $11.3 million on 30 June
2016 with the largest assets being goodwill and other net
intangible assets of $5.3 million, net cash of $3.1 million, and
accounts receivable of $1.9 million.
The Company's total liabilities as of 30 June 2016 were $2.1
million, and stockholders' equity was $9.2 million, resulting in a
debt-to-equity ratio of 23%.
The Company utilised $110,000 in cash in operating activities
compared with $1.7 million for the same period of the previous
year, mainly due to the aforementioned operational and
technological efficiencies as a result of the integration of
SingleSource. The Company used $600,000 in investment activities,
mostly consisting of $580,000 in capitalised software costs. The
Company paid $47,000 in financing activities related to capital
lease obligations.
Strategic Review
Further to the Company's announcement of 24 May 2016, during the
period the Board initiated a strategic review process to evaluate
options that would enable ClearStar to accelerate the development
and sales of its market-leading technology and solutions while
ensuring value for shareholders. As a result of this process, the
Board has received significant endorsement of its core technology
and has concluded that, at this point, it is in the best interest
of stockholders to continue to grow the business as an independent
company. Management remains committed to pursuing its growth
strategy to maximise stockholder value.
Outlook
The momentum achieved in the first half of the year has been
sustained into the second half of 2016, and the Company continues
to receive growing demand for its services across each of its
divisions. The Company is increasingly cross-selling its services
to existing clients as well as winning new clients.
The investment in strengthening and expanding the Company's
direct sales team is expected to drive growth along with the new
solutions, ClearID and ClearContact, which are designed to cater
for the increasingly casual and transitory nature of the labour
market - and are already receiving significant interest. The client
trials that were commenced during the first half with the ClearID
and ClearContact solutions are progressing well, and the Company
anticipates these transitioning to contract orders in due course.
The Company's indirect sales will remain the largest contributor to
overall revenues, and ClearStar continues to strengthen its
relationships with its Channel Partner and CRA clients through
technology enhancements and the provision of additional services.
As a result, the Company expects to report another period of growth
for full-year with an increase in annual revenues in 2016.
The Board continues to believe that the underlying fundamentals
of the business are sound, and the strength of the Company's offer
is increasing. With the growing global demand for its services,
particularly its newly-developed software, the Board remains
confident of achieving sustained growth and of delivering value to
stockholders.
CLEARSTAR, INC.
Consolidated Statements
of Operations
(USD, in thousands)
Six Months Six Months Year
Ended Ended
30 June 30 June Ended
2016 2015
(Unaudited) (Unaudited) 31 December
2015
$ $ $
Net revenue 7,971 7,491 15,516
Cost of revenue 2,994 2,960 6,023
---------------------------- --------------------------- --------------------------
Gross profit 4,977 4,531 9,493
---------------------------- --------------------------- --------------------------
Operating expenses
Selling and marketing 698 1,312 1,474
Research and development 663 759 808
Depreciation and amortisation 719 534 1,287
General and administrative 3,899 3,750 8,167
---------------------------- --------------------------- --------------------------
Total operating expenses 5,979 6,355 11,736
Loss from operations (1,002) (1,824) (2,243)
---------------------------- --------------------------- --------------------------
Other expense
Interest expense (9) (12) (22)
---------------------------- --------------------------- --------------------------
Total other expense (9) (12) (22)
---------------------------- --------------------------- --------------------------
Net loss before taxes (1,011) (1,836) (2,265)
Provision for income taxes - 5 53
Net loss (1,011) (1,841) (2,318)
============================ =========================== ==========================
The accompanying notes are an integral part of
the consolidated financial statements.
CLEARSTAR, INC.
Consolidated Balance Sheets
(USD, in thousands)
As of As of As of
30 June 2016 30 June 2015 31 December 2015
(Unaudited) (Unaudited)
$ $ $
ASSETS
Current assets
Cash 3,133 4,201 3,893
Accounts receivable --
trade, net 1,860 1,759 1,609
Research and development tax
credits 82 27 82
Prepaid expenses 352 465 291
---------------------------- ---------------------------- ---------------------------
Total current assets 5,427 6,452 5,875
---------------------------- ---------------------------- ---------------------------
Property and equipment, at
cost
Computer equipment 771 741 749
Furniture and fixtures 279 279 279
Leasehold improvements 72 72 72
Less accumulated
depreciation (536) (273) (412)
---------------------------- ---------------------------- ---------------------------
Total property and
equipment, net 586 819 688
---------------------------- ---------------------------- ---------------------------
Other assets
Goodwill and other
intangible assets, net 5,253 4,906 5,268
Deposits 11 11 11
---------------------------- ---------------------------- ---------------------------
Total other assets 5,264 4,917 5,279
---------------------------- ---------------------------- ---------------------------
Total assets 11,277 12,188 11,842
============================ ============================ ===========================
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable 1,458 835 1,203
Accrued liabilities 255 347 82
Deferred revenue 51 91 54
State income taxes 0 4 7
Current portion of
obligations under capital
lease 95 89 92
---------------------------- ---------------------------- ---------------------------
Total current liabilities 1,859 1,366 1,438
---------------------------- ---------------------------- ---------------------------
Commitments and
contingencies
Long--term liabilities
Accrued liabilities 49 52 50
Deferred income taxes 45 - 45
Obligations under capital
lease, net of current
portion 120 220 171
---------------------------- ---------------------------- ---------------------------
Total long--term liabilities 214 272 266
---------------------------- ---------------------------- ---------------------------
Stockholders' equity
Common stock, $0.0001 par
value; 100,000,000 shares
authorised; 36,302,900
shares issued and
outstanding 4 4 4
Additional paid--in capital 13,555 13,413 13,478
Retained earnings (4,355) (2,867) (3,344)
---------------------------- ---------------------------- ---------------------------
Stockholders' equity 9,204 10,550 10,138
---------------------------- ---------------------------- ---------------------------
Total liabilities and
stockholders' equity 11,277 12,188 11,842
============================ ============================ ===========================
The accompanying notes are an integral part of the consolidated financial statements.
CLEARSTAR, INC.
Consolidated Statements of Changes in Stockholders' Equity
(USD, in thousands, except no. of shares)
Additional Accumulated Total
Common Stock Paid-in Deficit
Shares Amount Capital
No. $ $ $ $
Balances at 1
January 2015 36,302,900 4 13,346 (1,026) 12,324
Non-cash
stock
compensation - - 66 - 66
Net loss - - - (1,841) (1,841)
--------------------- ---------------------- --------------------- ---------------------- ----------------------
Balances at
30 June 2015
(unaudited) 36,302,900 4 13,413 (2,867) 10,550
Non-cash
stock
compensation - - 66 - 65
Net loss - - - (477) (477)
--------------------- ---------------------- --------------------- ---------------------- ----------------------
Balances at
31 December
2015 36,302,900 4 13,478 (3,344) 10,138
Non-cash
stock
compensation - - 77 - 77
Net loss - - - (1,011) (1,011)
--------------------- ---------------------- --------------------- ---------------------- ----------------------
Balances at
30 June 2016
(unaudited) 36,302,900 4 13,555 (4,355) 9,204
===================== ====================== ===================== ====================== ======================
The accompanying notes are an integral part of the consolidated
financial statements.
CLEARSTAR, INC.
Consolidated Statements of
Cash Flows
(USD, in thousands)
Six Months Six Months Ended Year Ended
Ended 30 June 2015 31 December
30 June 2016 (Unaudited) 2015
(Unaudited)
$ $ $
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss (1,011) (1,841) (2,318)
Adjustments to reconcile
net loss
to net cash provided by
operating activities:
Change in allowance for
doubtful accounts 57 38 5
Depreciation and
amortisation 719 534 1,287
Deferred income taxes - - 45
Non-cash stock compensation 76 66 132
Change in
operating assets
and liabilities:
Accounts receivable (307) (701) (518)
Research and development tax
credits - - (55)
Prepaid expenses (62) (250) (79)
Deposits - 2 2
Accounts payable 255 261 629
Accrued liabilities 171 180 (87)
Deferred revenue (3) (12) (48)
State income taxes (5) - 3
Total adjustments 901 118 1,316
---------------------------- --------------------------- --------------------------
Net cash used for operating
activities (110) (1,723) (1,002)
---------------------------- --------------------------- --------------------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisition of property
and equipment (23) (89) (96)
Capitalised software
development costs (580) (420) (1,396)
Net cash used for investing
activities (603) (509) (1,492)
---------------------------- --------------------------- --------------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Principal payments on
capital lease
obligations (47) (44) (90)
---------------------------- --------------------------- --------------------------
Net cash used for financing
activities (47) (44) (90)
---------------------------- --------------------------- --------------------------
Net cash decrease for period (760) (2,276) (2,584)
Cash at beginning of period 3,893 6,477 6,477
Cash at end of period 3,133 4,201 3,893
============================ =========================== ==========================
The accompanying notes are an integral part of the consolidated financial statements.
CLEARSTAR, INC.
Consolidated Statements of Cash Flows (Continued)
(USD, in thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Six Months Six Months Year Ended
Ended Ended
30 June 30 June 31 December
2016 2015
(Unaudited) (Unaudited) 2015
$ $ $
Cash paid:
Interest 9 12 22
Income taxes - 2 4
-------------- -------------- --------------
9 17 26
============== ============== ==============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
During the six months ended 30 June 2016, the Company retired
fully-amortised intangible assets of approximately $447,000.
The accompanying notes are an integral part of the consolidated
financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
a) Nature of Operations
ClearStar, Inc. ("ClearStar"), an exempt company incorporated in
the Cayman Islands on 23 April 2014, is a holding company that owns
a 100% interest in ClearStar, Inc. ("ClearStar US"), an entity
formed on 23 March 1995, and incorporated in the state of Delaware,
and ClearStar Limited ("ClearStar UK"), a dormant entity formed in
the United Kingdom on 17 January 2014. As detailed in Note 8, the
interest in ClearStar US was transferred to ClearStar on 1 July
2014. The interest in ClearStar UK was transferred to ClearStar on
22 July 2014. The Company is a technology and service provider to
the background check industry, supporting background screening
companies, employers and employees with their recruitment and
employment application decisions. The Company provides employment
intelligence to its clients through a suite of IT applications for
day-to-day use in their business. Employment intelligence aims to
improve business insight to support better recruitment and other
decisions affecting employees generally, by increasing the quality,
reliability and visibility of information available to
management.
Effective 14 July 2015, ClearStar introduced a Depository
Interest programme to enable its ordinary shares to be traded in
CREST by qualifying shareholders. As a result, there are two lines
of capital stock - restricted under the existing ticker CLST and
unrestricted under the new ticker CLSU.
b) Principles of Consolidation
The consolidated financial statements include the accounts of
ClearStar and its 100% owned subsidiaries, ClearStar US and
ClearStar UK (collectively the "Company"). As discussed in further
detail in Note 8, on 1 July 2014, prior to the IPO, the previous
shareholders of ClearStar US contributed all of their ownership
interests in ClearStar US to ClearStar in exchange for Ordinary
Shares in the Company. As a result of the exchange, all ClearStar
US common shares became owned by ClearStar, which in turn became
owned by the previous shareholders of ClearStar US. The acquisition
of the ClearStar US common shares was accounted for as a
combination of entities under common control and did not result in
a change in control of ClearStar US and, accordingly, was recorded
at historical cost. Other than ClearStar US, the Company has no
other operations. Therefore, the Company has reported its financial
condition and results of operations with an effective date of 1
January 2014.
ClearStar Logistics, Inc., an entity that was owned by the
shareholders of ClearStar US, was formed in 2007 as an S
Corporation and incorporated in the state of Delaware, to enter
into certain supplier and customer contracts relating to background
checks. Beginning in 2010, the revenues and costs relating to all
the contracts of ClearStar Logistics, Inc. were recorded in the
books of ClearStar US, as all the corresponding operations relating
to the contracts were conducted by ClearStar US. On 27 June 2014,
ClearStar Logistics, Inc. and ClearStar US merged, with ClearStar
US being the surviving entity. All of the outstanding shares of
capital stock of ClearStar Logistics, Inc., were cancelled, and
ClearStar US became successor to and acquired all of ClearStar
Logistics, Inc.'s right, title and interest in and to its assets
and assumed all of its liabilities and obligations. The merger was
a non-taxable event for each of ClearStar Logistics, Inc. and
ClearStar US. As such, the consolidated financial statements of the
Company include all of the trading activities, assets and
liabilities of ClearStar US and ClearStar Logistics, Inc.
All significant intercompany transactions and balances have been
eliminated in consolidation.
c) Basis of Accounting
The historical financial information has been prepared on the
accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America ("US
GAAP").
d) Use of Estimates
The preparation of consolidated financial statements in
conformity with US GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of
revenue and expenses during the reporting period. Estimates are
used for, but not limited to, the allowance for doubtful accounts,
depreciable lives of property and equipment, certain accrued
liabilities, amortisation of other intangible assets, stock-based
compensation and income taxes. Actual results could differ from
these estimates.
e) Concentration of Credit Risk Arising From Cash Deposits in Excess of Insured Limits
The Company maintains cash balances at certain financial
institutions that at times may exceed federally insured limits.
From time to time, the Company's cash balances exceed such limits.
The Company has not experienced any losses in such accounts. The
Company believes it is not exposed to any significant risks on
cash.
f) Accounts Receivable
The Company extends credit to customers in a broad range of
industries located throughout the United States and abroad based on
the size of the customer, its payment history, and other factors.
The Company generally does not require collateral to support
customer receivables. The Company provides an allowance for
doubtful accounts based upon a review of the outstanding accounts
receivable, historical collection information and existing economic
conditions. The Company determines if receivables are past due
based on days outstanding, and amounts are written off when
determined to be uncollectable by management. The maximum
accounting loss from the credit risk associated with accounts
receivable is the amount of the receivable recorded, which is the
face amount of the receivable, net of the allowance for doubtful
accounts.
g) Property and Equipment
Property and equipment are stated at cost. Expenditures for
maintenance and repairs are expensed currently, while renewals and
betterments that materially extend the life of an asset are
capitalised. The cost of assets sold, retired, or otherwise
disposed of, and the related allowance for depreciation are
eliminated from the accounts, and any resulting gain or loss is
recognised.
Depreciation of property and equipment is provided using the
straight-line method over the estimated useful lives of the assets,
which are as follows:
Computer equipment 3 - 4 years
Furniture and fixtures 5 - 7 years
Leasehold improvements Lesser of estimated useful life or life
of the lease
Depreciation expense for the six months ended 30 June 2016 and
2015, and the year ended 31 December 2015 was approximately
$124,000, $119,000 and $258,000, respectively.
h) Goodwill
Goodwill recorded in the consolidated financial statements
represents the excess of the purchase price of an acquisition over
the fair value of acquired net assets on the date of acquisition.
Goodwill is not amortised since it has an indefinite life.
Accordingly, the carrying value of goodwill is reviewed for
impairment by the Company annually, or more often if events or
circumstances indicate that there may be impairment. The Company
has not recorded any goodwill impairment charges.
In our evaluation of goodwill impairment, we perform a
qualitative assessment to determine if it is more likely than not
that the fair value of a reporting unit is less than its carrying
amount. If the qualitative assessment is not conclusive, we proceed
to a two-step process to test goodwill for impairment including
comparing the fair value of the reporting unit to its carrying
value (including attributable goodwill). Fair value for our
reporting unit is determined using an income or market approach,
incorporating market participant considerations and management's
assumptions on revenue growth rates, operating margins, discount
rates and expected capital expenditures. Fair value determinations
may include both internal and third-party valuations. Unless
circumstances otherwise dictate, we perform our annual impairment
testing in the fourth quarter. If the carrying amount of the
goodwill exceeds the implied fair value of that goodwill, the
Company will recognise an impairment loss as an expense.
i) Intangible Assets
Intangible assets, other than capitalised software development
costs, arose from the purchase of certain assets in an acquisition
and are reported net of amortisation. These costs are amortised
using the straight-line method over their estimated useful life.
The estimated useful life for customer relationships and trade name
are 7 and 1 year(s), respectively.
The Company has capitalised external direct costs of services
consumed in developing and obtaining internal-use computer software
and the payroll and payroll-related costs for employees who are
directly associated with and who devote time to developing the
internal-use computer software.
Management's judgment is required in determining the point at
which various projects enter the application development stage at
which costs may be capitalised, in assessing the ongoing value of
the capitalised costs, and in determining the estimated useful
lives over which the costs are amortised. Costs in relation to the
preliminary stages of projects are expensed in the period in which
they are incurred. The Company expects to continue to invest in
internally developed software and to capitalise costs in accordance
with US GAAP.
j) Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment, and purchased
intangible assets subject to amortisation, are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If
circumstances require a long-lived asset or asset group be tested
for possible impairment, the Company first compares undiscounted
cash flows expected to be generated by that asset or asset group to
its carrying amount. If the carrying amount of the long-lived asset
or asset group is not recoverable on an undiscounted cash flow
basis, an impairment is recognised to the extent that the carrying
amount exceeds its fair value. Fair value is determined through
various valuation techniques including discounted cash flow models,
quoted market values and third party independent appraisals, as
considered necessary. Management determined that there were no
impairments during the six months ended 30 June 2016 and 2015, and
the year ended 31 December 2015.
k) Revenue Recognition
The Company requires that four basic criteria be met before
revenue can be recognised for all transactions: (i) persuasive
evidence of an arrangement exists; (ii) the price is fixed or
determinable; (iii) collectability is reasonably assured; and (iv)
delivery has occurred. Fixed monthly fees are derived primarily
from customers' use of services that are provided for an agreed
number of transactions. Arrangements for these services generally
have terms of one year or less and the fixed monthly fees are
recognised as services are provided. One-time setup fees are
recognised based on the Company's configuring and activating
customers on internal and third party systems. The Company
recognises one-time setup fees revenue ratably over 12 months or
the period beyond which the initial contract term is expected to
extend and the customer continues to benefit, whichever is longer.
Annual certification fees are billed annually and are recognised
ratably over the contract period. The Company recognises revenue
from the per-transaction search results and/or search result review
services and drug testing services at the time of delivery as the
Company has no significant ongoing obligation after delivery.
Deferred revenue consists of payments received in advance of
revenue recognition and contractual billings in excess of
recognised revenue.
l) Advertising
The Company expenses advertising costs as incurred. Advertising
expenses for the six months ended 30 June 2016 and 2015, and the
year ended 31 December 2015 were approximately $156,000, 228,000
and $473,000, respectively.
m) Income Taxes
ClearStar is incorporated as an exempted company in the Cayman
Islands which currently does not levy income taxes on individuals
or companies. ClearStar and its operating subsidiary, ClearStar US,
are both taxed as corporations for US federal income tax
purposes.
Income taxes are provided for the tax effects of transactions
reported in the consolidated financial statements and consist of
taxes currently due plus deferred income taxes. Deferred income
taxes are recognised for differences between the basis of assets
and liabilities for financial statement and income tax purposes.
Deferred income tax assets and liabilities represent the future tax
return consequences of those differences, which will either be
taxable or deductible when the assets or liabilities are recovered
or settled. Deferred income taxes are also recognised for operating
losses that are available to offset future taxable income. The tax
provision differs from the expense that would result from applying
federal statutory rates to income before income taxes primarily
because of the marginal tax rates used to compute deferred income
taxes, the effect of state taxes and permanent differences between
determining income for financial statement purposes and taxable
income.
The Company is subject to tax audits in numerous jurisdictions,
including the United States, individual states and localities, and
abroad. Tax audits by their nature are often complex and can
require several years to complete. In the normal course of
business, the Company is subject to challenges from the Internal
Revenue Service ("IRS") and other tax authorities regarding amounts
of taxes due. These challenges may alter the timing or amount of
taxable income or deductions, or the allocation of income among tax
jurisdictions. The Company accounts for the uncertain tax
provisions using a minimum probability threshold that a tax
position must meet before a financial statement benefit is
recognised. The minimum threshold is defined as a tax position that
is more likely than not to be sustained upon examination by the
applicable taxing authority, including resolution of any related
appeals or litigation processes, based on the technical merits of
the position. The tax benefit to be recognised is measured as the
largest amount of benefit that is greater than fifty per cent.
likely of being
realised upon ultimate settlement. The Company recognises
interest and penalties related to unrecognised tax benefits as part
of income tax expense. The cumulative effect of considering
uncertain tax positions resulted in no uncertain tax liability in
the consolidated balance sheets. At 30 June 2016 and 2015, and the
year ended 31 December 2015, the Company does not have any
unrecognised tax benefits.
The Company is not subject to income tax examinations for the
years ending prior to 31 December 2012.
n) Stock-Based Compensation
The Company values stock options at the time of grant using a
Black-Scholes model approach and records that fair market value as
compensation expense, less an estimate for forfeitures, over the
requisite service period, using the straight-line method.
Stock-based compensation expense for the six months ended 30 June
2016 and 2015, and the year ended 31 December 2015 was
approximately $76,000, $66,000 and $132,000, respectively.
o) Fair Value of Financial Instruments
Due to the short-term nature of cash, accounts receivable,
prepaid expenses, accounts payable, and accrued liabilities, their
fair value approximates carrying value. The carrying value of the
long-term debt and due to and from shareholders approximate fair
value as they are based on the instruments' interest rate, terms,
maturity date and collateral, if any, in comparison to the
Company's incremental borrowing rate for similar financial
instruments.
In specific circumstances, certain assets and liabilities are
reported or disclosed at fair value. Fair value is the exit price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date in the Company's principal market for such
transactions. If there is not an established principal market, fair
value is derived from the most advantageous market.
Valuation inputs are classified in the following hierarchy:
(i) Level 1 inputs are unadjusted quoted prices in active
markets for identical assets or liabilities.
(ii) Level 2 inputs are directly or indirectly observable
valuation inputs for the asset or liability, excluding Level 1
inputs.
(iii) Level 3 inputs are unobservable inputs for the asset or
liability.
Highest priority is given to Level 1 inputs and the lowest
priority to Level 3 inputs. Acceptable valuation techniques include
the market approach, income approach, and cost approach. In some
cases, more than one valuation technique is used.
p) Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update No. 2014-09 ("ASU 2014-09")
"Revenue from Contracts with Customers." ASU 2014-09 supersedes the
revenue recognition requirements in "Revenue Recognition (Topic
605)", and requires entities to recognize revenue when it transfers
promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled to in
exchange for those goods or services. As currently issued and
amended, ASU 2014-09 is effective for annual reporting periods
beginning after December 15, 2017, including interim periods within
that reporting period, though early adoption is permitted for
annual reporting periods beginning after December 15, 2016. We are
currently in the process of evaluating the impact of the adoption
of ASU 2014-09 on our consolidated financial statements,
implementing accounting system changes related to the adoption, and
considering additional disclosure requirements.
In February 2015, the FASB issued Accounting Standards Update
No. 2015-02 ("ASU 2015-02") "Consolidation (Topic 810): Amendments
to the Consolidation Analysis." ASU 2015-02 changes the analysis
that a reporting entity must perform to determine whether it should
consolidate certain types of legal entities. We adopted this
standard in the first quarter of 2016 on a retrospective basis. The
adoption of this standard did not have a material impact on our
consolidated statements of operations or consolidated balance
sheets.
In November 2015, the FASB issued Accounting Standards Update
No. 2015-17 ("ASU 2015-17") "Income Taxes (Topic 740): Balance
Sheet Classification of Deferred Taxes." ASU 2015-17 simplifies the
presentation of deferred income taxes by eliminating the separate
classification of deferred income tax liabilities and assets into
current and noncurrent amounts in the consolidated balance sheet.
The amendments in the update require that all deferred tax
liabilities and assets be classified as noncurrent in the
consolidated balance sheets. The amendments in this update are
effective for annual periods beginning after December 15, 2016, and
interim periods therein and may be applied either prospectively or
retrospectively to all periods presented. Early adoption is
permitted. We have early adopted this standard in the fourth
quarter of 2015 on a retrospective basis. Prior periods have been
retrospectively adjusted.
As a result of the adoption of ASU 2015-17, the Company made no
adjustments to the consolidated balance sheet as of 30 June
2015.
q) Reclassifications
Certain reclassifications have been made to the 2015
consolidated financial statement presentation to correspond to the
current year's format. These reclassifications have no effect on
previously reported net income.
2. Accounts Receivable
Accounts receivable consisted of the following:
Six Months Six Months Year Ended
Ended Ended
30 June 30 June 31 December
2016 2015
(Unaudited) (Unaudited) 2015
$000 $000 $000
-------------- -------------- --------------
Trade accounts receivable 1,933 1,809 1,626
Allowance for doubtful
accounts (73) (50) (17)
-------------- -------------- --------------
1,860 1,759 1,609
============== ============== ==============
3. Goodwill and Other Intangible Assets
Goodwill and other intangible assets were comprised of the
following at 30 June 2015 (unaudited):
Gross Cost Accumulated Amortisation
------------- ------------------------------------ ------------------------------------ ------
Beginning Additions Beginning Additions Net
Life (years) $000 $000 Ending $000 $000 $000 Ending $000 $000
------------- ---------- ---------- ------------ ---------- ---------- ------------ ------
Goodwill Indefinite 2,283 - 2,283 - - - 2,283
Software
Development 3 1,524 420 1,944 607 281 888 1,056
Customer
Relationships 7 1,672 - 1,672 - 119 119 1,553
Trade
name 1 29 - 29 - 15 15 14
---------- ---------- ------------ ---------- ---------- ------------ ------
5,508 420 5,928 607 415 1,022 4,906
========== ========== ============ ========== ========== ============ ======
Goodwill and other intangible assets were comprised of the
following at 31 December 2015:
Gross Cost Accumulated Amortisation
Beginning Additions Beginning Additions Net
Life (years) $000 $000 Ending $000 $000 $000 Ending $000 $000
Goodwill Indefinite 2,283 - 2,283 - - - 2,283
Software
Development 3 1,523 1,396 2,919 607 761 1,368 1,551
Customer
Relationships 7 1,673 - 1,673 - 239 239 1,434
Trade
name 1 29 - 29 - 29 29 -
---------- ---------- ------------ ---------- ---------- ------------ ------
5,508 1,396 6,904 607 1,029 1,636 5,268
========== ========== ============ ========== ========== ============ ======
Goodwill and other intangible assets were comprised of the
following at 30 June 2016 (unaudited):
Gross Cost Accumulated Amortisation
----------- ----------------------------------------------- ----------------------------------------------- ------
Life Beginning Additions Disposal Beginning Additions Disposal Net
(years) $000 $000 $000 Ending $000 $000 $000 $000 Ending $000 $000
----------- ---------- ---------- --------- ------------ ---------- ---------- --------- ------------ ------
Goodwill Indefinite 2,283 - - 2,283 - - - - 2,283
Software
Development 3 2,919 580 (418) 3,081 1,368 476 (418) 1,426 1,655
Customer
Relationships 7 1,673 - 1,673 239 119 358 1,315
Trade name 1 29 - (29) - 29 - (29) - -
---------- ---------- --------- ------------ ---------- ---------- --------- ------------ ------
6,904 580 (447) 7,037 1,636 595 (447) 1,784 5,253
========== ========== ========= ============ ========== ========== ========= ============ ======
Approximate aggregate future amortisation expense is as
follows:
Year Ending 30 June:
Amount
(unaudited)
$000
-------------
2017 1,112
2018 845
2019 418
2020 239
2021 and beyond 356
2,970
=============
4. Commitments and Contingencies
-- Operating Leases
The Company leases office space and equipment. The lease
agreements expire on various dates through February 2022.
Minimum lease payments under operating leases are recognised on
a straight-line basis over the term of the lease including any
periods of free rent for payment terms subject to escalation.
Aggregate rent, common area maintenance charges and property tax
expense for the six months ended 30 June 2016 and 2015, and the
year ended 31 December 2015 was approximately $156,000, $210,000
and $290,000, respectively.
At 30 June 2016, future minimum lease payments under
non-cancellable operating leases were as follows:
Year Ending 30 June:
Amount
(unaudited)
$000
-------------
2017 258
2018 174
2019 128
2020 131
2021 134
2022 92
917
=============
-- Capital Leases
The Company leased computer equipment under two agreements
classified as capital leases that expire through November 2018. The
lease obligations bear an interest rate of up to 8.7 per cent. per
annum and are payable in monthly instalments totalling $9,334.
Assets and liabilities under capital leases are recorded at the
lower of the present value of the minimum lease payments or the
fair value of the assets. The assets are depreciated over the
shorter of the estimated useful lives or the lease term if
ownership does not transfer to the Company at the end of the lease.
Depreciation of assets under capital leases is included in
depreciation expense.
Computer equipment held under capital leases consisted of the
following:
As of As of As of
30 June 30 June
2016 2015 31 December
(unaudited) (unaudited) 2015
$000 $000 $000
------------- ------------- --------------
Cost of equipment
and installation 390 390 390
Less: accumulated
depreciation ( 188) ( 91) ( 141)
------------- ------------- --------------
202 299 249
============= ============= ==============
At 30 June 2016, future minimum lease payments under capital
lease agreements consist of the following:
Year Ending 30 June:
Amount
(unaudited)
$000
-------------
2017 107
2018 107
2019 19
233
Less: interest ( 18)
-------------
215
Less: current portion ( 95)
-------------
120
=============
-- Board of Directors ("Board") Fees
Effective 30 May 2014, the Company contracts with two
non-executive directors ("NEDs") for 3-year terms subjective to
renewal for successive one-year periods. The Company pays
approximately $100,000 per annum to the NEDs. For the six months
ended 30 June 2016 and 2015, and the year ended 31 December 2015,
director fees were approximately $50,000, $53,000 and $100,000,
respectively. Options granted to the NEDs were approximately 72,000
shares, vesting over a one-year term (Note 7).
-- Long-Term Vendor Commitment
In November 2014, the Company executed a three-year vendor
contract for data centre and related services, requiring an annual
fee of approximately $189,000, payable in equal monthly instalments
in advance through January 2018.
5. Income Taxes
-- Tax effects of temporary differences are as follows:
As of As of As of
30 June 30 June
2016 2015 31 December
(unaudited) (unaudited) 2015
$000 $000 $000
------------- ------------- --------------
Non-current deferred
tax assets (liabilities):
Allowance for doubtful
accounts 26 18 6
Prepaid expenses ( 56) ( 66) ( 29)
Amortisation of software
development (591) (359) (556)
Amortisation of other
intangible assets 51 27 79
Amortisation of goodwill ( 23) - ( 45)
Accrued liabilities 18 71 18
Deferred revenue ( 1) 21 10
Basis differences in
property and equipment ( 46) ( 31) ( 28)
Net operating losses 1,937 1,241 1,623
Stock-based compensation 49 45 69
Tax credits 175 26 101
Other adjustments ( 9) 3 ( 16)
-------------
Total non-current 1,530 1,134 1,232
------------- ------------- --------------
Less: valuation allowance (1,575) (996) (1,277)
------------- ------------- --------------
Net deferred tax assets
(liabilities) ( 45) - ( 45)
============= ============= ==============
Deferred tax assets and liabilities are recognised for the
expected tax consequences of temporary differences between the book
and tax bases of the Company's assets and liabilities. Valuation
allowances are recorded to reduce deferred tax assets when it is
more likely than not that a tax benefit will not be realised.
Management does not expect deferred tax assets to be fully realised
in future years. Therefore, a valuation allowance has been
recorded.
-- The components of the provision for income taxes are as follows:
As of As of As of
30 June 30 June
2016 2015 31 December
(unaudited) (unaudited) 2015
$000 $000 $000
-------------- ------------- --------------
Current tax expense:
Federal - - -
State - 5 8
-------------- ------------- --------------
- 5 8
-------------------------------------- ------------- --------------
Deferred tax expense:
Federal - - 43
State - - 2
-------------- ------------- --------------
- 45
Total provision for
income taxes - 5 53
============== ============= ==============
The effective income tax rate differs from the federal statutory
income tax rate due to state income taxes, certain non-deductible
expenses and an increase of approximately $298,000 in the valuation
allowance for the period.
At 30 June 2016, the Company had approximately $1,897,000 in net
operating loss carryforwards ("NOL") available to use against
taxable income. The NOL's expire through 2035.
At 30 June 2016, the Company had approximately $101,000 in
federal research and development ("R&D") credits available to
use against taxable income. The R&D credits will begin to
expire starting in 2034.
6. Stockholders' Equity
The Board has authorised 100,000,000 shares of Ordinary Shares,
$0.0001 par value. As of 30 June 2016 and 2015, and 31 December
2015, there were 36,302,900 shares issued and outstanding.
7. Stock-Based Compensation
In June 2014, the Board adopted the 2014 Share Option and
Incentive Plan (the "Plan") that authorised the Board to grant
options and restricted stock to employees and directors to acquire
up to 3,000,000 shares of the Company's Ordinary Shares. The option
price generally may not be less than the underlying stock's fair
market value on the date of the grant. The options generally vest
ratably up to a three-year period beginning the date of grant and
expire as determined by the Board, but not more than 10 years from
the date of grant. The amounts granted each calendar year is
limited depending on certain terms of the Plan. As of 30 June 2016,
approximately 1,089,000 shares remain available for grant under the
Plan. The Plan terminates in June 2024.
The following table summarises activity of the Company's stock
options during the six months ended 30 June 2016 and 2015, and the
year ended 31 December 2015:
Weighted-Average
Exercise
Shares Price
---------- -----------------
Outstanding at 1 January
2015 1,290,165 $0.97
Granted 285,000 $0.91
Forfeited or cancelled (147,000) $0.97
----------
Outstanding at 30 June
2015 (unaudited) 1,428,165 $0.97
Granted 240,000 $0.97
Forfeited or cancelled (132,000) $0.97
----------
Outstanding at 31 December
2015 1,536,165 $0.96
Granted 405,000 $0.51
Forfeited or cancelled (30,000) $0.91
----------
Outstanding at 30 June
2016 (unaudited) 1,911,165 $0.86
----------
Exercisable at 30 June
2015 (unaudited) 36,082 $0.97
----------
Exercisable at 31 December
2015 415,165 $0.97
----------
Exercisable at 30 June
2016 (unaudited) 490,165 $0.96
----------
As of 30 June 2016, there was approximately $197,000 of total
unrecognised compensation costs related to unvested stock options,
which is expected to be recognised over a weighted-average period
of 1.47 years. To the extent the actual forfeiture rate is
different from what we have estimated, stock-based compensation
expense related to these awards will be different from our
expectations.
The following assumptions were used for the Black-Scholes option
pricing model:
4 Jan 1 July 2 Jan 11 July
2016 2015 2015 2014
(unaudited)
------------- ----------- ----------- -----------
Weighted-average fair
value on day of grant $0.14 $0.26 $0.25 $0.27
Risk-free interest rate 1.00% 1.00% 1.00% 1.00%
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
Expected volatility 32.90% 32.90% 33.18% 33.42%
Weighted-average expected
life of option 4.00 years 4.00 years 4.00 years 3.94 years
8. Earnings Per Share
Basic earnings per share is computed by dividing net income by
the weighted average number of shares of common stock outstanding
during the period. Diluted earnings per share is computed by
dividing net income by the weighted average number of shares of
common stock and common stock equivalents outstanding during the
period. Dilutive common stock equivalents represent shares issuable
upon assumed exercise of stock options.
Six Months Six Months Year Ended
Ended Ended 31 December
2015
30 June 30 June
2016 2015
(Unaudited) (Unaudited)
-------------- -------------- -------------
Basic income per share ($0.03) ($0.05) ($0.06)
Diluted income per share ($0.03) ($0.05) ($0.06)
Weighted-average common
shares outstanding:
Basic and diluted 36,302,900 36,302,900 36,302,900
9. Employee Retirement Plan
The Company sponsors an employee retirement plan known as the
ClearStar, Inc. 401(k) Profit Sharing Plan Trust (the "401k Plan").
Under the 401k Plan, employees may contribute up to the maximum
contributions as set periodically by the Internal Revenue Service.
Additionally, the Company may make a discretionary contribution to
the 401k Plan. The employee contributions vest over six years.
Participant contributions are always 100 per cent. vested.
For the six months ended 30 June 2016 and 2015, and the year
ended 31 December 2015, matching contributions were approximately
$76,000, $72,000 and $143,000, respectively.
10. Concentrations
-- Significant Vendor
A significant vendor is defined as one from which the Company
receives at least 10 per cent. of its total purchases. For the six
months ended 30 June 2016 and 2015, and the year ended 31 December
2015, the Company had purchases from two and three suppliers
totalling approximately $1,577,000, 1,768,000 and $3,168,000 which
comprised approximately 53, 60 and 53 per cent. of the Company's
purchases, respectively. The accounts payable balance included
approximately $620,000, $307,000 and $510,000 to these vendors at
30 June 2016 and 2015, and 31 December 2015, respectively.
-- Significant Customer
A significant customer is defined as one from whom at least 10
per cent. of annual revenue is derived. There were no significant
customers for the six months ended 30 June 2016 and 2015, and the
year ended 31 December 2015.
11. Related Party Transactions
The Company contracted with a certain shareholder of the Company
to provide consulting services. During the six months ended 30 June
2016 and 2015, and the year ended 31 December 2015, the Company
incurred approximately $17,000, $12,000 and $26,000, respectively,
in consulting fees to this related party.
The Company leases one of its office spaces from Flying Diamond,
LLC, a company owned by two shareholders (see Note 4). Rental
expense paid to the related party for the six months ended 30 June
2016 and 2015, and the year ended 31 December 2015 was
approximately 48,000, $42,000 and $87,000, respectively.
12. Subsequent Events
The Company evaluated subsequent events through 27 September
2016, when these consolidated financial statements were available
to be issued. Management is not aware of any significant events
that occurred subsequent to the consolidated balance sheet date but
prior to the filing of this report that would have a material
impact on the consolidated financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAPNKAAXKEFF
(END) Dow Jones Newswires
September 27, 2016 02:01 ET (06:01 GMT)
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