Interim Report Q2 2019
Interim report – Summary
”OmniCar” or the ”Company” means the Group, namely OmniCar Holding AB (registered under company registration number 559113-3987) and its wholly owned subsidiary Omnicar A/S. Omnicar A/S, which is the Group’s operating subsidiary, started doing business in February 2016. OmniCar Holding AB was formed in May 2017 by way of a non-cash issue in which the shares in Omnicar A/S were exchanged for shares in OmniCar Holding AB, which resulted in the group relationship. The transaction was treated as a transaction between jointly controlled companies for the purpose of providing the former holders of the shares in Omnicar A/S with shares in OmniCar Holding AB on a pro rata basis and there was thus no change in the group of owners.
The consolidated financial statements thus take the form of merged financial statements, i.e. as if the Group was formed on 1 January 2017. Since OmniCar Holding AB was formed in May 2017, no comparative figures for the first quarter of 2017 are available for the parent company.
H1 (2019-01-01 - 2019-06-30)
- Revenue totaled 7 291 TSEK
- Profit/(loss) after financial income and expenses, net amounted to -37 453 TSEK
- Earnings per share* is -2,58
Q2 2019 (2019-04-01 - 2019-06-30)
- Revenue totalled 2 803 TSEK
- Profit/(loss) after financial income and expenses, net amounted to -32 787 TSEK
- Earnings per share* -2,26 SEK
- ** The solvency ratio was -108,5 %
*Earnings per share: The net profit or loss for the period divided by the average number of shares.
The average number of shares in the Group for the second quarter amounted to 14 495 710. The registered number of shares in OmniCar as at 30 June 2019 totalled 14 495 710.
**Solvency: Equity as a percentage of the balance sheet total.
CEO has the floor
CEO’s review on Q2
- Looking at our net loss for Q2 2019 it was around SEK 2,5 million – A very significant reduction compared to previous quarter. The closure cost of Omnicar A/S amount to around SEK 30 million, due to write-down of equity investments.
- As of 1 July 2019, the Omnicar group consists of Omnicar Holding AB, Omnicar AB in Sweden and Omnicar Importer ApS in Denmark. We have very limited debt (only around SEK 1.5 million) but due to a corresponding VAT refund coming in soon, our accounts payable and receivable
will achieve breakeven.
- Looking at our operations, we will present black numbers (before listing costs) in our Q3 2019 report and a revenue around the same level as in Q2 2019. The costs of being a listed company on the Spotlightmarket are significant, but we will continue this path and aim to regain investors’ trust when we present our results in the coming months.
- We have a very strong solution and our vision is to be best in class. Many of the leading Scandinavian car brands benefit from it and we pride ourselves on the excellent client relationships and endorsements that they have given us.
Q2 2019 was the quarter where Omnicar Holding AB had to change everything – it was a rough quarter, but I believe we stand stronger today. Below, I will explain in detail why we made the decisions we did in Q2 2019, where we are today and why we stand stronger.
Why we made the decisions we did in Q2 2019
In our Q3 2018 and Q4 2018 reports we met the forecasts that were announced in our earlier reports in terms of revenue and earnings. Our Q1 2019 results were around SEK 4.5 million in revenue, a +50% revenue increase compared to one year ago, a very significant revenue increase. Our net loss was only SEK 4.6 million – again a very significant cost reduction compared to previous quarters (our net loss in Q3 2018 was SEK 9.9 million).
During Q2 we announced our rights issue, but despite the revenue increase and the cost reduction, very few shareholders were attracted to invest. Only 15% of the issue volume was subscribed by shareholders (including my own subscription of SEK 1.250 million). Consequently, our guarantors had to step in.
Based on the above, we had to accept the fact that with the current investor environment, we cannot attract sufficient capital to support the current growth strategy. As a result, we decided to downscale the company’s cost base in order to ensure that it matches our revenue. As a result, Omnicar Holding AB’s board of directors decided to liquidate Omnicar A/S as Omnicar A/S accounted for almost 80% of all our costs.
Liquidating costs were estimated in the range of SEK 7-9 million. As a consequence, Omnicar Holding AB filed a petition in bankruptcy for Omnicar A/S in Denmark as Omnicar A/S is unable to meet its obligations to OmniCar Holding AB.
Omnicar Holding AB has in the previous years invested around SEK 37 million in Omnicar A/S. This amount has now been charged to the profit and loss account.
Where we are today
As of 1 July 2019, the Omnicar group consists of Omnicar Holding AB, Omnicar AB in Sweden and Omnicar Importer ApS in Denmark. We have very limited debt (only around SEK 1.5 million) but due to a corresponding VAT refund coming in soon, our accounts payable and receivable will achieve breakeven.
Looking at our operations, we will present black numbers (before listing costs) in our Q3 2019 report and a revenue around the same level as in Q2 2019. The costs of being a listed company on the Spotlightmarket are significant, but we will continue this path and aim to regain investors’ trust when we present our results in the coming months.
Our car importer solution has gained momentum in 2019. We have just released a new version and it’s now a full-scale automotive aftermarket solution with lead management, webshop, service agreements management and service and repair booking.
We see an increased interest in the range of products and expect to add more car brands and car importers to our solution in 2019.
All of our revenue is now based on car importers.
Why we stand stronger
We no longer depend on new capital and will have a more solid and focused operation. Now we can move forward and build a profitable business, when revenue grows, the organization will grow accordingly.
Now we are no longer in a situation where we depend on new capital in order to realize the company’s strategy.
We don’t have any non-profitable customers and we have discontinued all software development to all stand-alone customers – this has resulted in a much more focused operation.
Our focus will now be on more large-scale operations such as single and multi-brand car importers and commercial partnering with financial leasing companies.
We have a very strong solution and our vision is to be best in class. Many of the leading Scandinavian car brands benefit from it and we pride ourselves on the excellent client relationships and endorsements that they have given us.
PERFORMANCE FIGURES FOR THE PERIOD
The Group’s net revenue for the period amounted to 2 803 TSEK.
The Group’s Q2 2019 interim loss after tax totalled –32 787 TSEK.
The Group’s cash and cash equivalents as at 30 June 2019 amounted to 4 152 TSEK.
The Group’s solvency ratio as at 30 June 2019 was -108,5 %.
There is one share type in OmniCar. The Company’s shares are listed on Spotlight under the ticker symbol ”OMNI”. Each share entitles the holder to a pro rata share in the Company’s assets and results. As at 30 June 2019, the number of shares was 14 495 710. The average number
of shares during the second quarter of 2019 was 14 495 710.
At the extraordinary general meeting held on 29 May 2017, OmniCar approved two warrant programmes, one offered to the board of directors and employees of the Company and one to 1CT Management ApS. The warrant programmes comprise a total of 1 361 957 warrants of the 2017/2020 series, each such warrant entitling the holder to subscribe for one (1) new share in the Company at a price per share of 5,40 SEK. Full exercise of both warrant programmes will thus increase the number of shares in the Company by 1 361 957, resulting in a dilution of around 8,6 %.
An additional warrant program was approved at the extraordinary general meeting held on 21 December 2017, comprising a total of 1 500 000 warrants. Each warrant gives its holder the right to subscribe for one (1) new share, at a subscription price of 18,60 SEK per share, during 1 December 2019 to 30 November 2020. If the warrant program is fully exercised for subscription of shares the resulting dilution will be around 9,4 %. Full exercise of all warrant program will increase the number of shares by 2 861 957, resulting in a dilution of approximately 16,5 %.
Warrant programme for the board of directors and employees of OmniCar
As compensation in the form of warrant programmes is common in Denmark (and Sweden), the Company has decided to use this compensation method as well.
In addition, the warrant programmes are also a way of attracting competent employees to a company which is at a relatively early stage as well as a way of creating good value for the Company. The warrant programme offered to members of the board of directors and employees of OmniCar is – with the exception of the shareholder’s pre-emption rights – exclusively offered to Claus T. Hansen, Jesper Aagaard, Mikkel Lippmann, Stig Jensen, Lotte Hansen and Thomas Bendik-Poulsen.
Warrants may also be subscribed for and purchased through own companies. The right to subscribe for warrants also applies to the subsidiary OmniCar A/S. Any warrants held by OmniCar A/S may be used as an incentive programme in connection with recruitment. The warrant programmes comprise a maximum of 1 237 000 warrants, entitling the holders to subscribe for 1 237 000 new shares in the Company. The warrants may be exercised from and including 10 June 2019 through 8 June 2020.
The parties entitled to subscribe for warrants are listed below:
- Members of the executive board and the board of directors may subscribe for a maximum of 940 000 warrants
- Employees may subscribe for a maximum of 7 000 warrants
- OMNICAR A/S may subscribe for a maximum of 290 000 warrants
Warrant programme for 1CT Management ApS OmniCar has offered a warrant programme to 1CT Management ApS. The number of shares available under the warrants is 124 957. The warrants may be exercised from and including 10 June 2019 through 8 June 2020.
Principles applied in the interim report
The financial statements of the Group and the parent company are prepared in accordance with the general recommendations and guidelines of the Swedish Accounting Standards Board’s (Bokföringsnämnden) as well as BFNAR 2012:1 Annual report and consolidated financial statements (K3).
The interim report has not been audited by the Company’s auditor.
The Company prepares and publishes a financial report at each quarter end. Upcoming reports are planned as follows:
- Q3 2019 report 2019-11-29
- Q4 2019 report 2020-02-28
Submission of interim report Copenhagen, 30. August 2019 OmniCar Holding AB,
The board of directors