Exhibit 99.1
GUARDFORCE AI CO., LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 and 2022
F-1
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars)
Note | As of June 30, 2023 | As of December 31, 2022 | ||||||||||
(Unaudited) | ||||||||||||
Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | 4 | $ | $ | |||||||||
Restricted cash | 4 | |||||||||||
Trade receivables | 6 | |||||||||||
Other receivables | 8 | |||||||||||
Other current assets | 9 | |||||||||||
Withholding tax receivable, net | 7 | |||||||||||
Inventories | 5 | |||||||||||
Amounts due from related parties | 22 | |||||||||||
Total current assets | ||||||||||||
Non-current assets: | ||||||||||||
Restricted cash | 4 | |||||||||||
Property, plant and equipment | 10 | |||||||||||
Right-of-use assets | 11 | |||||||||||
Intangible assets, net | 12 | |||||||||||
Goodwill | 3 | |||||||||||
Withholding tax receivable, net | 7 | |||||||||||
Deferred tax assets, net | 17 | |||||||||||
Other non-current assets | 9 | |||||||||||
Total non-current assets | ||||||||||||
Total assets | $ | $ | ||||||||||
Liabilities and Equity | ||||||||||||
Current liabilities: | ||||||||||||
Trade and other payables | 13 | $ | $ | |||||||||
Borrowings | 14 | |||||||||||
Borrowing from a related party | 22 | |||||||||||
Current portion of operating lease liabilities | 11 | |||||||||||
Current portion of finance lease liabilities, net | 16 | |||||||||||
Other current liabilities | 13 | |||||||||||
Amounts due to related parties | 22 | |||||||||||
Convertible note payables | 15 | |||||||||||
Total current liabilities | ||||||||||||
Non-current liabilities: | ||||||||||||
Borrowings | 14 | |||||||||||
Operating lease liabilities | 11 | |||||||||||
Borrowings from related parties | 22 | |||||||||||
Finance lease liabilities | 16 | |||||||||||
Other non-current liabilities | ||||||||||||
Provision for employee benefits | 18 | |||||||||||
Total non-current liabilities | ||||||||||||
Total liabilities | ||||||||||||
Equity | ||||||||||||
Ordinary shares – par value $ | ||||||||||||
Subscription receivable | ( | ) | ( | ) | ||||||||
Additional paid in capital | ||||||||||||
Legal reserve | 21 | |||||||||||
Warrants reserve | ||||||||||||
Accumulated deficit | ( | ) | ( | ) | ||||||||
Accumulated other comprehensive income | ||||||||||||
Capital & reserves attributable to equity holders of the Company | ||||||||||||
Non-controlling interests | ( | ) | ( | ) | ||||||||
Total equity | ||||||||||||
Total liabilities and equity | $ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statement of Profit or Loss
(Expressed in U.S. Dollars)
Note | For the six months ended June 30, | |||||||||||
2023 | 2022 | |||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Revenue | 2.13 | $ | $ | |||||||||
Cost of sales | 2.14 | ( | ) | ( | ) | |||||||
Gross profit | ||||||||||||
Stock based compensation | ( | ) | ||||||||||
Provision for and write off of withholding tax receivable | ( | ) | ( | ) | ||||||||
Provision for expected credit loss on trade and other receivables | ( | ) | ||||||||||
Provision for obsolete inventories | ( | ) | ||||||||||
Impairment loss on fixed assets | ( | ) | ||||||||||
Impairment of goodwill | ( | ) | ||||||||||
Selling, distribution and administrative expenses | 20 | ( | ) | ( | ) | |||||||
Operating loss | ( | ) | ( | ) | ||||||||
Other income, net | ||||||||||||
Foreign exchange losses, net | ( | ) | ( | ) | ||||||||
Finance costs | ( | ) | ( | ) | ||||||||
Loss before income tax | ( | ) | ( | ) | ||||||||
Provision for income tax (expense) benefit | 17 | ( | ) | |||||||||
Net loss for the period | ( | ) | ( | ) | ||||||||
Less: net loss attributable to non-controlling interests | ||||||||||||
Net loss attributable to equity holders of the Company | $ | ( | ) | $ | ( | ) | ||||||
Loss per share | ||||||||||||
$ | ( | ) | $ | ( | ) | |||||||
Weighted average number of shares used in computation: | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statement of Comprehensive Loss
(Expressed in U.S. Dollars)
Note | For the six months ended June 30, | |||||||||
2023 | 2022 | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Net (loss) for the period | $ | ( | ) | $ | ( | ) | ||||
Currency translation differences | 2.6 | ( | ) | |||||||
Total comprehensive (loss) for the period | $ | ( | ) | $ | ( | ) | ||||
Attributable to: | ||||||||||
Equity holders of the Company | $ | ( | ) | $ | ( | ) | ||||
Non-controlling interests | ( | ) | ( | ) | ||||||
$ | ( | ) | $ | ( | ) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statement of Changes in Equity (Deficit)
(Expressed in U.S. Dollars)
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Number of Shares | Amount ($0.12 par) |
Subscription Receivable |
Additional Paid-in Capital |
Legal Reserve |
Warrants Reserves |
Other Comprehensive Income |
Accumulated Deficit |
Non- controlling Interests | Total Equity |
|||||||||||||||||||||||||||||||
Balance as of December 31, 2021 | $ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||
Currency translation adjustments | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||
Stock-based compensation expenses | ||||||||||||||||||||||||||||||||||||||||
Cancellation of shares | ( |
) | ||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares through private placements | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares through exercise of warrants | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares for acquisition of subsidiaries | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares for deposit paid for acquisitions of subsidiaries | ||||||||||||||||||||||||||||||||||||||||
Net loss for the period | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
Balance as of June 30, 2022 (Unaudited) | $ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||
Balance as of December 31, 2022 | $ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||||||
Currency translation adjustments | - | |||||||||||||||||||||||||||||||||||||||
Cancellation of shares (Note 19) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Issuance of ordinary shares through CMPOs (Note 19) | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares through exercise of warrants (Note 19) | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares for acquisition of assets (Note 19) | ||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares for a convertible note conversion (Note 19) | ||||||||||||||||||||||||||||||||||||||||
Net loss for the period | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
Balance as of June 30, 2023 (Unaudited) | $ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-5
Guardforce AI Co., Limited and Subsidiaries
Unaudited Interim Condensed Consolidated Statement of Cash Flows
(Expressed in U.S. Dollars)
For the six months ended June 30, |
||||||||
2023 | 2022 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | ( |
) | $ | ( |
) | ||
Adjustments for: | ||||||||
Depreciation and Amortization of fixed and intangible assets | ||||||||
Stock-based compensation | ||||||||
Provision for and write off of withholding tax receivable | ||||||||
Provision for expected credit loss on trade and other receivables | ||||||||
Provision for obsolete inventories | ||||||||
Impairment loss on fixed assets | ||||||||
Impairment on goodwill | ||||||||
Finance costs | ||||||||
Loss from fixed assets disposal | ||||||||
Changes in operating assets and liabilities: | ||||||||
Decrease (Increase) in trade and other receivables | ( |
) | ||||||
Increase in other assets | ( |
) | ( |
) | ||||
Decrease (Increase) in inventories | ( |
) | ||||||
Decrease (Increase) in amounts due from/to related parties | ( |
) | ||||||
Decrease (Increase) in deferred tax assets | ( |
) | ||||||
Increase in Trade and other payables and other current liabilities | ||||||||
(Decrease) Increase in withholding tax receivable | ( |
) | ||||||
Increase (Decrease) in provision for employee benefits | ( |
) | ||||||
Net cash used in operating activities | ( |
) | ( |
) | ||||
Cash flows from investing activities | ||||||||
Acquisition of property, plant and equipment | ( |
) | ( |
) | ||||
Proceeds from sale of property, plant and equipment | ||||||||
Acquisition of intangible assets | ( |
) | ( |
) | ||||
Acquisition of subsidiaries, net of cash acquired | ( |
) | ||||||
Deposits paid for business acquisitions | ( |
) | ||||||
Net cash used in investing activities | ( |
) | ( |
) | ||||
Cash flows from financing activities | ||||||||
Proceeds from issue of shares | ||||||||
Proceeds from exercise of warrants | ||||||||
Cash paid for the cancellation of fractional shares | ( |
) | ||||||
Proceeds from borrowings | ||||||||
Repayment of borrowings | ( |
) | ( |
) | ||||
Payment of lease liabilities | ( |
) | ( |
) | ||||
Net cash generated from financing activities | ||||||||
Net decrease in cash and cash equivalents, and restricted cash | ( |
) | ||||||
Effect of movements in exchange rates on cash | ( |
) | ||||||
Cash and cash equivalents, and restricted cash at January 1, | ||||||||
Cash and cash equivalents, and restricted cash at June 30, | $ | $ | ||||||
Non-cash investing and financing activities | ||||||||
Equity portion of purchase consideration paid for acquisition of subsidiaries | ||||||||
Equity portion of purchase consideration paid for acquisition of assets (Note 19) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-6
Guardforce AI Co., Limited and Subsidiaries
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
(Expressed in U.S. Dollars)
1. | NATURE OF OPERATIONS |
Guardforce AI Co., Limited (“Guardforce”) is a company incorporated and domiciled in the Cayman Islands under the Cayman Islands Companies Act on April 20, 2018. The Company’s ordinary shares and warrants are listed under the symbol “GFAI” and “GFAIW”, respectively, on the Nasdaq Capital Market upon the completion of an initial public offering on September 28, 2021.
Guardforce AI Holding Limited (“AI
Holdings”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on May 22, 2018. AI Holdings
is a
Guardforce AI Robots Limited (“AI
Robots”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on May 22, 2018. AI Robots is
a
Guardforce AI (Hong Kong) Co., Limited
(“AI Hong Kong”) was incorporated in Hong Kong under the Hong Kong Companies’ Ordinance (Chapter 622), on May 30, 2018.
AI Hong Kong is a
Southern Ambition Limited (“Southern
Ambition”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on August 3, 2018. Southern
Ambition is a
Horizon Dragon Limited (“Horizon
Dragon”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on July 3, 2018. Horizon Dragon
is a
Guardforce AI Group Co., Limited (“AI
Thailand”) was incorporated in Thailand under the Civil and Commercial Code at the Registry of partnerships and Companies, Bangkok
Metropolis, Thailand, on September 21, 2018 and has
Guardforce Cash Solutions Security Thailand
Co., Limited (“GF Cash (CIT)”) was incorporated in Thailand under the Civil and Commercial Code at the Registry of partnerships
and Companies, Bangkok Metropolis, Thailand, on July 27, 1982 and has
F-7
On March 25, 2021, the Company acquired
On November 1, 2021, the Company entered
into a Transfer Agreement (the “Singapore Agreement”) to acquire
On November 18, 2021, the Company entered
into a Transfer Agreement (the “Macau Agreement”) to acquire
On November 18, 2021, the Company entered
into another Transfer Agreement (the “Malaysia Agreement”) to acquire
GFAI Robotics Group Co., Limited (“AI
Robotics”) was incorporated in the British Virgin Islands under the BVI Business Companies Act, 2004, on December 6, 2021. AI Robotics
is a
GFAI Robot Service (Hong Kong) Limited
(“AI Robot Service”) was incorporated in Hong Kong under the Hong Kong Companies’ Ordinance (Chapter 622), on January
18, 2022. AI Robot Service is an investment holding company. AI Robot Service is a
Guardforce AI Robot Service (Shenzhen)
Co., Limited (“AI Shenzhen”) was incorporated in the People’s Republic of China (“PRC”) on February 23,
2022. AI Shenzhen is an investment holding company. AI Shenzhen is a
GFAI Robotics Services LLC (“AI
US”) was incorporated in the State of Delaware on February 28, 2022. AI US commenced robotic AI solution business of selling and
leasing robots. AI US is a
GFAI Robot Service (Australia) Pty Ltd.
(“AI Australia”) was incorporated in Australia on February 28, 2022. AI Australia commenced robotic AI solution business of
selling and leasing robots. AI Australia is a
GFAI Robot & Smart Machines Trading
LLC (“AI Dubai”) was incorporated in the United Arab Emirates (UAE) on March 13, 2022. AI Dubai commenced robotic AI
solution business of selling and leasing robots. AI Dubai is a
GFAI Robotic and Innovation Solution
(Thailand) Company Limited (“AI R&I”) was incorporated in Thailand on March 30, 2022. AI R&I commenced robotic AI
solution business of selling and leasing robots. AI R&I is
GFAI Robot Service (UK) Limited (“AI
UK”) was incorporated in the United Kingdom on April 29, 2022. AI UK commenced robotic AI solution business of selling and leasing
robots. AI UK is a
F-8
GFAI Robot Service Limited (“AI
Canada”) was incorporated in Canada on May 6, 2022. AI Canada commenced robotic AI solution business of selling and leasing robots.
AI Canada is a
Guardforce AI Robot (Jian) Co., Limited
(“AI Jian”) was incorporated in the People’s Republic of China (“PRC”) on May 16, 2022. AI Jian is an investment
holding company. AI Jian is a
GFAI Robot Service GK (“AI Japan”)
was incorporated in Japan on May 24, 2022. AI Japan commenced robotic AI solution business of selling and leasing robots. AI Japan is
a
GFAI Robot Service Co., Ltd. (“AI
Korea”) was incorporated in South Korea on June 17, 2022. AI Korea commenced robotic AI solution business of selling and leasing
robots. AI Korea is a
On March 11, 2022, the Company entered
into a Sale and Purchase Agreement (the “Kewei Agreement”) with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen
Kewei”) to acquire
On May 24, 2022, the Company entered
into a Sale and Purchase Agreement (the “Yeantec Agreement”) with Shenzhen Yeantec Co., Limited (“Yeantec”) to
acquire
GFAI Robot Service (Vietnam) Co.,
Ltd (“AI Vietnam”) was incorporated in Vietnam on July 8, 2022. AI Vietnam is a dormant company and is a
On December 21, 2022, the Company entered
into an asset purchase agreement (“Agreement”) with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”)
to purchase certain of Shenzhen Kewei’s robot-related business assets in China. The Company will acquire, and Yeantec will transfer
to the Company, select robotic equipment assets and Kewei’s technology platform. The purchase price for these assets is $
F-9
The following diagram illustrates the Company’s legal entity ownership structure as of June 30, 2023:
2. | SIGNIFICANT ACCOUNTING POLICIES |
The accounting policies applied for the six months ended June 30, 2023 and 2022 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2022, 2021 and 2020, as described in those audited consolidated financial statements, except for the adoption of new and amended International Financial Reporting Standards (“IFRS”) effective for the year ending December 31, 2022 which are relevant to the preparation of the June 30, 2023 and 2022 interim condensed consolidated financial statements.
On September 25, 2023, the interim condensed consolidated financial statements were approved by the board of directors and authorized for issuance.
2.1 | Basis of presentation |
The accompanying interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2022, 2021 and 2020, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2023.
All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD.
In addition, the accompanying condensed consolidated interim financial statements are presented on the basis that the Company is a going concern. The going concern assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
F-10
The Company’s operating losses and net current liability position may raise substantial doubt on the Company’s ability to continue as a going concern.
In assessing the going concern, management and the Board has considered:
- | As of June 30, 2023, the current and non-current portion of loan outstanding with WK Venture Success Limited (“WK Venture”) were approximately $ |
- | As of June 30, 2023, the Company has a convertible note payable of $ |
- | Based on the budget and financial plans of the Company, management is satisfied that the receipt of an
aggregate of approximately $ |
2.2 | Basis of consolidation |
The consolidated statements of profit or loss and other comprehensive loss, statements of changes in equity and statements of cash flows of the Company for the relevant periods include the results and cash flows of all companies now comprising the Company from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholders, wherever the period is shorter.
The interim condensed consolidated balance sheet of the Company as of June 30, 2023 has been prepared to present the assets and liabilities of the subsidiaries under the historical cost convention.
Equity interests in subsidiaries held by parties other than the controlling shareholders are presented as non-controlling interests in equity.
All intra-group and inter-company transactions and balances have been eliminated on consolidation.
2.3 | Segment reporting |
Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. Transfers and sales between reportable segments, if any, are recorded at cost.
F-11
The Company reports financial and operating information in the following five segments (Note 23):
(i) | Secured logistics; |
(ii) | Information security; |
(iii) | Robotics AI solutions; |
(iv) | General security solutions; and |
(v) | Corporate and others |
2.4 | Business combinations |
The Company accounts for business combinations using the acquisition method when control is transferred to the Company, other than those between and among entities under common control. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on the bargain purchase is recognized in the statement of profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
2.5 | Critical accounting estimate and judgements |
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.
In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2022.
2.6 | Foreign currency translation |
The presentational currency of the Company is the U.S. dollar (“USD”). The functional currency of Guardforce, AI Holdings, AI Robots, Horizon Dragon, Southern Ambition, AI Singapore, AI Robotics, AI Robots Service, AI Malaysia, AI Macau, AI US, AI Australia, AI Dubai, AI UK, AI Korea, AI Japan, AI Canada and AI Vietnam is the USD. The functional currency of AI Hong Kong and Handshake is the Hong Kong dollar (“HKD”). The functional currency of AI Thailand, GF Cash (CIT) and AI R&I is the Thai Baht (“Baht” or “THB”). The functional currency of AI Shenzhen, AI Jian, Shenzhen GFAI, Guangzhou GFAI and Beijing Wanjia is the Chinese Renminbi (“RMB”).
Period End Rate | Average Rate | |||||||||||||||
June 30, | December 31, | For the six months ended June 30, | ||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Thai Baht | ||||||||||||||||
Hong Kong Dollar | ||||||||||||||||
Chinese Renminbi |
2.7 | Financial risk management |
2.7.1 | Financial risk factors |
The Company’s activities expose it to a variety of financial risks: foreign exchange risk, interest rate risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
F-12
The interim condensed consolidated financial statements do not include all financial risk management information and disclosures required in the audited financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2022, 2021 and 2020.
2.7.2 | Liquidity risk |
Prudent liquidity management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities.
The Company’s primary cash requirements are for operating expenses and purchases of fixed assets. The Company mainly finances its working capital requirements from cash generated from funds raised from the public offerings, operations, proceeds from the exercise of warrants, bank borrowings and finance leases.
The Company’s policy is to regularly monitor current and expected liquidity requirements to ensure it maintains sufficient cash and cash equivalents and an adequate amount of committed credit facilities to meet its liquidity requirements in the short and long term.
At the reporting date, the contractual undiscounted cash flows of the Company’s current financial liabilities approximate their respective carrying amounts due to their short maturities.
2.7.3 | Capital risk management |
The Company’s objectives on managing capital are to safeguard the Company’s ability to continue as a going concern and support the sustainable growth of the Company in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to enhance shareholders’ value in the long term.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return of capital to shareholders, issue new shares or sell assets to reduce debt.
2.7.4 | Impact of COVID-19 |
The COVID-19 pandemic developed rapidly in 2020. The resulting impact of the virus on the operations and measures taken by various governments to contain the virus have negatively affected the Company’s financial performance in the fiscal year 2022. The regulatory measures in response to the pandemic were relaxed and travel restrictions in most countries was lifted in late 2022, the Company might be recovered through the increase in economic activity in the fiscal year 2023. The Company is monitoring the situation closely and conscientiously managing its costs by adopting an operating cost reduction strategy and conserving liquidity by working with major creditors to align repayment obligations with receivable collections.
2.8 | Inventories |
Inventories consist of robots and security
equipment which are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Net realizable value
is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs necessary
to make the sale. When inventory is sold, their carrying amount is charged to expense in the period in which the revenue is recognized.
Write-downs for declines in net realizable value or for losses of inventories are recognized as an expense in the period the impairment
or loss occurs. The Company recorded an allowance for slow-moving or obsolete robot inventories of $
During the six months ended June 30, 2023 and 2022, all robot inventories were purchased from the related parties (Note 22), and all security equipment’s inventories were purchased from third parties.
F-13
2.9 | Related parties |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.
The Company recognizes the contractual right to receive money or products from related parties as amounts due from related parties. For those that the contractual maturity date is less than one year, the Company records as current assets.
2.10 | Assets under construction |
Assets under construction recorded in property, plant and equipment and intangible assets are stated at cost less impairment losses, if any. Cost comprises direct costs of construction as well as interest expense and exchange differences capitalized during the periods of construction and installation. Capitalization of these costs ceases and the construction in progress is transferred to property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided for assets under construction until they are completed and ready for intended use.
2. 10 | Goodwill |
Following initial recognition, goodwill is stated at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
At the acquisition date, any
goodwill acquired is allocated to the cash-generating units (CGU) which are expected to benefit from the combination’s
synergies. Impairment is determined by assessing the recoverable amount of the CGU to which the goodwill related. Where the
recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognized. Where goodwill forms part of a CGU
and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the
carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of In these
circumstances is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained. The
Company recorded a goodwill impairment of
2.11 | Impairment of long-lived assets |
At the end of each reporting period,
the Company reviews the carrying amounts of its long-lived assets to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. For the six months ended June 30, 2023, an impairment
loss on the robot assets of $
2.12 | Offsetting Assets and Liabilities |
During the six months ended June 30, 2023, the Company engaged in offsetting arrangements for certain financial assets and financial liabilities. These arrangements primarily involve the offsetting of related party receivables, related party payables and borrowings from a related party. The Company has established legally enforceable rights to offset financial assets and financial liabilities subject to offsetting arrangements. These rights may arise from agreements, netting arrangements, or a combination of legal and contractual rights.
F-14
2.13 | Revenue from contracts with customers |
The Company generates its revenue primarily from four service lines: (1) Secure logistics; (2) Robotics AI resolutions; (3) Information security; and (4) General security solutions.
Each service line primarily renders the following services:
(1) | Secure logistics |
(i) | Cash-In-Transit – Non Dedicated Vehicle (CIT Non-DV); (ii) Cash-In-Transit – Dedicated Vehicle (CIT DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Consolidate Cash Center (CCC); (vii) Cheque Center Service (CDC); (viii) Express Cash; (ix) Coin Processing Service; and (x) Cash Deposit Management Solutions |
(2) | Robotics AI solutions |
(i) | Sale of robots and (ii) Rental of robots |
(3) | Information security |
(i) | Penetration test; (ii) PCI ASV Scan and (iii) Rapid7 Sales |
(4) | General security solutions |
(i) | Installation of fire alarm security systems; (ii) Sale of security equipment |
The Company recognizes revenue at a point in time as products are delivered and services are performed. Consultancy fees typically covers a period of time, the revenue is recognized on a ratable basis over the contract term. The Company applies the following five-step model in order to determine the amount:
● | To identify the contract or quotation with the agreed service price. |
● | To evaluate the services engaged in the customer’s contract and identify the related performance obligations. |
● | To consider the contract terms and commonly accepted practices in the business to determine the transaction price. The transaction price is the consideration that the Company expects to be entitled for delivering the services engaged with the customer. The consideration engaged in a customer’s contract is generally a fixed amount. |
● | To allocate the transaction price, if necessary, to each performance obligation (to each good or service that is different) for an amount that represents the part of the benefit that the Company expects to receive in exchange for the right of delivering the services engaged with the customer. |
● | To recognize revenue when the Company satisfies the performance obligation through the rendering of services engaged. |
All of the conditions mentioned above are accomplished normally when the services are rendered to the customer and this moment is considered a point in time. The reported revenue reflects services delivered at the contract or agreed-upon price.
Contract liabilities consist of deferred
revenue related to prepaid fees received from customers for future information security service over the term of the service agreement.
The Company expects to recognize revenue of $
Revenue is recognized when the related performance obligation is satisfied.
F-15
For the six months ended June 30, | ||||||||||||||||
2023 | Percentage of Total | 2022 | Percentage of Total | |||||||||||||
Service Type | $ | Revenue | $ | Revenue | ||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) | $ | % | $ | % | ||||||||||||
Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV) | % | % | ||||||||||||||
ATM Management | % | % | ||||||||||||||
Cash Processing (CPC) | % | % | ||||||||||||||
Cash Center Operations (CCT) | % | % | ||||||||||||||
Consolidate Cash Center (CCC) | % | % | ||||||||||||||
Cheque Center Service (CDC) | - | % | % | |||||||||||||
Others ** | % | % | ||||||||||||||
Cash Deposit Management Solutions (GDM) | % | % | ||||||||||||||
Robotics AI solutions | % | % | ||||||||||||||
Information security | % | % | ||||||||||||||
General security solutions | % | - | % | |||||||||||||
Total | $ | % | $ | % |
** |
During the six months ended June 30,
2022, revenues amounting to $
During the six months ended June 30, 2023 all revenues were generated from third parties.
2.14 | Cost of sales |
Cost of sales consists primarily of internal labor costs and related benefits, and other overhead costs that are directly attributable to services provided.
2.15 | New and amended accounting standards |
All new standards and amendments that are effective for annual reporting period commencing January 1, 2023 have been applied by the Company for the six months ended June 30, 2023. The adoption of these new and amended standards did not have material impact on the interim condensed consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2023, and they have not been early adopted by the Company in preparing these interim condensed consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the interim condensed consolidated financial statements of the Company.
F-16
3. | BUSINESS COMBINATIONS |
In 2021 and 2022, the Company acquired a total of five subsidiaries, these acquisitions have been accounted for in accordance with IFRS 3 guidelines under acquisition accounting, whereby the Company recognized the assets and liabilities transferred at their carrying amounts with carry-over basis.
A Purchase Price Allocation exercise has been undertaken to establish the constituent parts of the acquired companies’ balance sheet at fair value on acquisition. As is customary in these circumstances, this will remain under review and subject to change during the twelve-month hindsight period. The interim condensed consolidated financial statements condensed the information and disclosures of all the acquired subsidiaries required in the audited financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2022, 2021 and 2020.
Handshake on March 25, 2021 | AI Macau on February 9, 2022 | AI Malaysia on January 20, 2022 | Beijing Wanjia on June 22, 2022 | Shenzhen GFAI and Guangzhou GFAI on March 22, 2022 | ||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | $ | |||||||||||||||
Other current assets | ||||||||||||||||||||
Property, plant and equipment | ||||||||||||||||||||
Intangible assets | ||||||||||||||||||||
Other non-current assets | ||||||||||||||||||||
Current liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
Goodwill | ||||||||||||||||||||
Total purchase price | $ | $ | $ | $ | $ |
During the six months ended June 30,
2023, the Company recorded impairment losses on Handshake of $
4. | CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Cash on hand | $ | $ | ||||||
Cash in bank | ||||||||
Subtotal | ||||||||
Restricted cash – current (a) | ||||||||
Restricted cash – non-current (b) | ||||||||
Cash, cash equivalents, and restricted cash | $ | $ |
(a) |
(b) |
F-17
5. | INVENTORIES |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Robots in warehouse | $ | $ | ||||||
Robots in transit | ||||||||
Security equipment | ||||||||
Impairment provision for inventories | ( | ) | ( | ) | ||||
Inventories | $ | $ |
The Company recorded an allowance for
slow-moving or obsolete robot inventories of $
6. | TRADE RECEIVABLES, NET |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Trade receivable | $ | $ | ||||||
(Impairment provision) recovery of doubtful accounts | ( | ) | ||||||
Trade receivable, net | $ | $ |
The Company recorded an allowance for
doubtful accounts of $
7. | WITHHOLDING TAX RECEIVABLE |
2023 | 2022 | |||||||
(Unaudited) | (Unaudited) | |||||||
Balance at January 1, | $ | $ | ||||||
Addition | ||||||||
Collection | ( | ) | ||||||
Write off/ Allowance for uncollectible | ( | ) | ( | ) | ||||
Exchange difference | ( | ) | ( | ) | ||||
Balance at June 30, | $ | $ |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Current portion | $ | $ | ||||||
Non-current portion | ||||||||
Withholding tax receivable | $ | $ |
On July 12, 2023, the Company received
a withholding tax refund of THB18,
F-18
During the six months ended June 30,
2022, the Company received a withholding tax refund of THB35,
Out of prudence, based on amount refunded
and written off for the receivable related to years 2013 to 2018, the Company recorded an allowance of approximately $
8. | OTHER RECEIVABLES |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Cash advance to a third-party vendor | $ | $ | ||||||
Impairment provision for other receivables | ( | ) | ||||||
$ | $ |
The Company recorded an allowance
for doubtful accounts of $
9. | OTHER CURRENT AND OTHER NON-CURRENT ASSETS |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Input VAT and other taxes receivable | $ | $ | ||||||
Prepayments – office and warehouse rental | ||||||||
Prepayments - insurance | ||||||||
Prepayments - others | ||||||||
Uniforms | ||||||||
Tools and supplies | ||||||||
Deferred costs | ||||||||
Cash advances to employees | ||||||||
Other current assets | $ | $ | ||||||
Deposits | $ | $ | ||||||
Deferred costs | ||||||||
Other non-current assets | $ | $ |
The Company recorded an allowance for
doubtful accounts of $
F-19
10. | PROPERTY, PLANT and EQUIPMENT |
Leasehold improvements | Machinery and equipment | Office decoration and equipment | Vehicles | Assets under construction | GDM machines | Robots | Total | |||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||
At December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Acquisitions through business combinations | ||||||||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||||||||
Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
At June 30, 2022 (Unaudited) | ||||||||||||||||||||||||||||||||
At December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||||||||
Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
Impairment of fixed assets | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
At June 30, 2023 (Unaudited) | ||||||||||||||||||||||||||||||||
Accumulated Depreciation | ||||||||||||||||||||||||||||||||
At December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Acquisitions through business combinations | ||||||||||||||||||||||||||||||||
Depreciation charged for the period | ||||||||||||||||||||||||||||||||
Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
As June 30, 2022 (Unaudited) | ||||||||||||||||||||||||||||||||
At December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Depreciation charged for the period | ||||||||||||||||||||||||||||||||
Disposals | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
As June 30, 2023 (Unaudited) | ||||||||||||||||||||||||||||||||
Net book value | ||||||||||||||||||||||||||||||||
At June 30, 2022 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
At June 30, 2023 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ |
F-20
Depreciation expense related to property,
plant and equipment was $
For the six months ended June 30, 2023
and 2022, the Company recorded an impairment loss on robot assets of $
As of June 30, 2023 and 2022, net book
value of robot assets of approximately $
11. | RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES |
2023 | 2022 | |||||||
(Unaudited) | (Unaudited) | |||||||
Balance at January 1, | $ | $ | ||||||
New leases | ||||||||
New leases acquired through business combinations | ||||||||
Depreciation expense | ( | ) | ( | ) | ||||
Exchange difference | ( | ) | ( | ) | ||||
Balance at June 30, | $ | $ |
Lease liabilities were measured at the
present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate. The weighted average incremental
borrowing rate applied to new leases during the six months ended June 30, 2023 was
For the six months ended June 30, 2023
and 2022, interest expense of $
F-21
12. | INTANGIBLE ASSETS |
Assets under construction | ||||||||||||||||||||||||||||||||||||
Computer software | Right-of-use Platform | Customer base | Technical know-how | Security Surveillance system | Cash Management Systems | Intelligent Cloud Platform | Intelligent Cloud Platforms | Total | ||||||||||||||||||||||||||||
Cost | ||||||||||||||||||||||||||||||||||||
At December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Acquisitions through business combinations | ||||||||||||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
At June 30, 2022 (Unaudited) | ||||||||||||||||||||||||||||||||||||
At December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||||||||||||
Transfer | ( | ) | ||||||||||||||||||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
At June 30, 2023 (Unaudited) | ||||||||||||||||||||||||||||||||||||
Accumulated amortization | ||||||||||||||||||||||||||||||||||||
At December 31, 2021 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Acquisitions through business combinations | ||||||||||||||||||||||||||||||||||||
Amortization charged for the period | ||||||||||||||||||||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
As June 30, 2022 (Unaudited) | ||||||||||||||||||||||||||||||||||||
At December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Amortization charged for the period | ||||||||||||||||||||||||||||||||||||
Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
As June 30, 2023 (Unaudited) | ||||||||||||||||||||||||||||||||||||
Net book value | ||||||||||||||||||||||||||||||||||||
At June 30, 2022 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
At June 30, 2023 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | $ |
Amortization expense related to intangible
assets was $
F-22
13. | TRADE AND OTHER PAYABLES AND OTHER CURRENT LIABILITIES |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Trade payables – third parties | $ | $ | ||||||
Accrued salaries and bonus | ||||||||
Accrued customer claims, cash loss and shortage ** | ||||||||
Trade and other payables | $ | $ | ||||||
Output VAT | $ | $ | ||||||
Accrued expenses | ||||||||
Payroll payable | ||||||||
Other payables | ||||||||
Deferred revenue | ||||||||
Other current liabilities | $ | $ |
** |
14. | BORROWINGS |
As of June 30, 2023 |
As of December 31, 2022 |
|||||||
(Unaudited) | ||||||||
Current portion of long-term bank borrowings | $ | $ | ||||||
Current portion of long-term third-party borrowing | ||||||||
Long-term bank borrowings | ||||||||
Long-term third-party borrowing | ||||||||
Total borrowings | $ | $ |
The Company maintains two borrowings
with one financial institution. The borrowings are used for working capital purposes to support its business operations in Thailand. Those
borrowings carry interest at the rates of
As of June 30, 2023, the Company has
unused bank overdraft availability of approximately $
The Company obtained a loan in the principal amount of $
15. | CONVERTIBLE NOTE PAYABLE |
On October
25, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC ( “CVP”), pursuant to which
the Company issued CVP an unsecured convertible promissory note on October 25, 2022 in the original principal amount of $
The Note bears simple interest at a
rate of
F-23
On April 17, 2023, CVP delivered to
the Company a conversion notice informing the Company that CVP had elected to convert a portion of the Note balance $
16. | FINANCE LEASE LIABILITIES |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Current portion | $ | $ | ||||||
Non-current portion | ||||||||
Finance lease liabilities | $ | $ |
For the six months ended June 30, 2023
and 2022, interest expense was $
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Within 1 year | $ | $ | ||||||
After 1 year but within 5 years | ||||||||
Less: Finance charges | ( | ) | ( | ) | ||||
Present value of finance lease liabilities, net | $ | $ |
As of June 30, 2023 | As of December 31, 2022 | |||||||
(Unaudited) | ||||||||
Cost | $ | $ | ||||||
Less: Accumulated depreciation | ( | ) | ( | ) | ||||
Net book value | $ | $ |
17. | TAXATION |
Value added tax (“VAT”)
GF Cash (CIT) and AI R&I are subsidiaries
operating in Thailand, which are subject to a statutory VAT of
F-24
Income tax
Current income tax is provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income tax is accounted for using an asset and liability method. Under this method, deferred income tax is recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred tax of a change in tax rates is recognized in the consolidated statements of profit or loss in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.
The Company offsets deferred tax assets
and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities
and the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority on either the same
taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize
the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or
assets are expected to be settled or recovered. During the six months ended June 30, 2023 and 2022, the Company made a valuation allowance
of $
18. | PROVISION FOR EMPLOYEE BENEFITS |
Prior to March 30, 2022, the Company
had only one retired benefit plan (“Plan A”), on March 30, 2022, the Company established an additional retired benefit plan
(“Plan B”). Both plans are based on the requirements of the Thailand Labor Protection Act B.E.2541 (1988) to provide retirement
benefits to employees based on pensionable remuneration and length of service which are considered as unfunded.
Provision for employee benefits | ||||||||
2023 | 2022 | |||||||
(Unaudited) | (Unaudited) | |||||||
Defined benefit obligations at January 1, | $ | $ | ||||||
Estimate for the six months period* | ( | ) | ( | ) | ||||
Defined benefit obligations at June 30, | $ | $ |
* |
19. | SHAREHOLDERS’ EQUITY |
On January 31, 2023, the Company completed
a 1 for 40 share consolidation of its authorized and issued ordinary shares whereby every forty shares were consolidated into one share.
In addition, the par value of each ordinary share increased from $
On February 17, 2023, a total of
In connection with the restricted ordinary
shares issued on June 16, 2022 as a deposit to acquire
F-25
In connection with an asset purchase
agreement entered between the Company and Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) on December
21, 2022 to purchase certain of Shenzhen Kewei’s robot-related business assets in China (Note 1), on March 1, 2023, a total of
In connection with the conversion of
the convertible note with Streeterville Capital, LLC (“CVP”) (Note 15), the Company issued
A total of
On May 5, 2023, the Company completed
an underwritten public offering (“CMPO 1”) to issue
20. | SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES |
For the six months ended June 30, | ||||||||
2023 | 2022 | |||||||
(Unaudited) | (Unaudited) | |||||||
Staff expense | $ | $ | ||||||
Rental expense | ||||||||
Depreciation and amortization expense | ||||||||
Utilities expense | ||||||||
Travelling and entertainment expense | ||||||||
Marketing expense | ||||||||
Professional fees | ||||||||
Repairs and maintenance | ||||||||
Employee benefits | ||||||||
Research and development expense | ||||||||
Other expenses** | ||||||||
$ | $ |
** |
21. | LEGAL RESERVE |
Thailand
Under the provisions of the Civil and
Commercial Code, GF Cash (CIT) is required to set aside as a legal reserve at least
F-26
The PRC
Pursuant to
the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable
reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of
22. | RELATED PARTY TRANSACTIONS |
The principal related party balances as of June 30, 2023 and December 31, 2022 are as follows:
As of June 30, 2023 | As of December 31, 2022 | |||||||||
(Unaudited) | ||||||||||
Guardforce TH Group Company Limited | (c) | $ | $ | |||||||
Guardforce AI Technology Limited | (c) | |||||||||
Guardforce AI Service Limited | (c) | |||||||||
Shenzhen Intelligent Guardforce Robot Technology Co., Limited | (a) | |||||||||
Shareholders’ of Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries | (b) | |||||||||
Nanjing Zhongzhi Yonghao Robot Co., Ltd. | (c) | |||||||||
Nanchang Zongkun Intelligent Technology Co., Ltd. | (c) | |||||||||
Sichuan Qiantu Guardforce Robot Technology Co., Ltd. | (c) | |||||||||
Shanghai Nanshao Fire Engineering and Equipment Co., Ltd. | (c) | |||||||||
CSF Mingda Technology Co., Ltd | (c) | |||||||||
$ | $ |
(a) |
On May 25, 2023, following the repayment plan provided by Tu Jingyi (“Mr. Tu”) to the Company on March 1, 2023 in connection with the settlement of the outstanding balance of the receivables due from the related parties under Mr. Tu’s control, the Company entered into an agreement with Mr. Tu, Shenzhen Intelligent Guardforce Robot Technology Co., Limited (“CIOT”), Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries (“Shenzhen Kewei”) and Guardforce Holdings (HK) Limited (“GF Holdings”) to legally enforce the right to set-off certain recognized related party receivable and payable amounts on a net basis (“Netting Arrangement”). Mr. Tu agreed to waive the Company’s repayment of the borrowings from Guardforce Holdings (HK) Limited in an aggregate amount of $ |
(b) |
|
F-27
On September 13, 2022, the Company terminated the securities purchase agreement, the cash paid to Shenzhen Kewei was agreed to be refunded and the shares issued to Shenzhen Kewei was agreed to be returned. On February 13, 2023,
On March 31, 2023, shareholders’ of Shenzhen Kewei repaid RMB
(c) |
As of June 30, 2023 | As of December 31, 2022 | |||||||||
(Unaudited) | ||||||||||
Tu Jingyi | (a) | $ | $ | |||||||
Guardforce Holdings (HK) Limited | (b) | |||||||||
Guardforce Security (Thailand) Company Limited | (c) | |||||||||
Shenzhen Kewei Robot Technology Co., Limited and its subsidiaries | (d) | |||||||||
Shenzhen Zhongzhi Yonghao Robot Co., Ltd. | ||||||||||
Shenzhen Qianban Technology Co., Ltd. | (d) | |||||||||
Guardforce Security Service (Shanghai) Co., Ltd. | (e) | |||||||||
Shenzhen Guardforce Qiyun Technology Co., Ltd. | (e) | |||||||||
Shanghai Yongan Security Alarm System Co., Ltd. | (e) | |||||||||
Guardforce Aviation Security Company Limited | (c) | |||||||||
$ | $ |
(a) |
(b) |
(c) |
(d) |
(e) |
F-28
As of June 30, 2023 | As of December 31, 2022 | |||||||||
(Unaudited) | ||||||||||
Guardforce Holdings (HK) Limited | (a) | $ | $ |
As of June 30, 2023 | As of December 31, 2022 | |||||||||
(Unaudited) | ||||||||||
Guardforce Holdings (HK) Limited | (b) | $ | $ | |||||||
Tu Jingyi | (c) | |||||||||
$ | $ |
(a) |
On September 9, 2020, the Company borrowed $ |
(b) |
The principal related party transactions for the six months ended June 30, 2023 and 2022 are as follows:
For the six months ended June 30, | ||||||||||
Nature | 2023 | 2022 | ||||||||
(Unaudited) | (Unaudited) | |||||||||
Service/ Products received from related parties: | ||||||||||
Guardforce Security (Thailand) Company Limited | (a) | $ | $ | |||||||
Guardforce Aviation Security Company Limited | (b) | |||||||||
Shenzhen Intelligent Guardforce Robot Technology Co., Limited – Purchases | (c) | |||||||||
Shenzhen Kewei Robot Technology Co., Ltd. – Purchases | (c) | |||||||||
Shenzhen Kewei Robot Technology Co., Limited – ICP | (d) | |||||||||
$ | $ | |||||||||
Service/ Products delivered to related parties: | ||||||||||
GF Technovation Company Limited – Sales | (e) | $ | $ |
Nature of transactions:
(a) |
F-29
(b) | |
(c) | |
(d) | |
(e) |
23. | CONSOLIDATED SEGMENT DATA |
For the six months ended June 30, | ||||||||
Revenues(1) | 2023 | 2022 | ||||||
(Unaudited) | (Unaudited) | |||||||
Secured logistics | $ | $ | ||||||
Information security | ||||||||
Robotics AI solutions | ||||||||
General security solutions | ||||||||
$ | $ |
(1) |
For the six months ended June 30, | ||||||||
Operating loss | 2023 | 2022 | ||||||
(Unaudited) | (Unaudited) | |||||||
Secured logistics | $ | ( | ) | $ | ( | ) | ||
Information security | ( | ) | ( | ) | ||||
Robotics AI solutions | ( | ) | ( | ) | ||||
General security solutions | ( | ) | ||||||
Corporate and others (2) | ( | ) | ( | ) | ||||
Operating loss | ( | ) | ( | ) | ||||
Total other income from five segments | ||||||||
Foreign exchange losses, net: | ||||||||
- Secured logistics | ( | ) | ( | ) | ||||
- Information security | ||||||||
- Robotics AI solutions | ||||||||
- Corporate and others | ( | ) | ||||||
Finance costs: | ||||||||
- Secured logistics | ( | ) | ( | ) | ||||
- Information security | ( | ) | ( | ) | ||||
- Corporate and others | ( | ) | ( | ) | ||||
Loss before income tax | ( | ) | ( | ) | ||||
Provision for income tax (expense) benefit | ( | ) | ||||||
Net loss for the period | ( | ) | ( | ) | ||||
Less: Loss attributable to the non-controlling interest | ||||||||
Net loss attributable to equity holders of the Company | $ | ( | ) | $ | ( | ) |
(2) |
For the six months ended June 30, 2023 and 2022, non-cash
compensation of $
F-30
For the six months ended June 30, | ||||||||
Depreciation and amortization: | 2023 | 2022 | ||||||
(Unaudited) | (Unaudited) | |||||||
Secured logistics | $ | $ | ||||||
Robotics AI solutions | ||||||||
General security solutions | ||||||||
$ | $ |
Total assets | As of June 30, 2023 | As of December 31, 2022 | ||||||
(Unaudited) | (Audited) | |||||||
Secured logistics | $ | $ | ||||||
Information security | ||||||||
Robotics AI solutions | ||||||||
General security solutions | ||||||||
Corporate and others | ||||||||
$ | $ |
Total non-current assets | As of June 30, 2023 | As of December 31, 2022 | ||||||
(Unaudited) | (Audited) | |||||||
The PRC (including Hong Kong and Macau) | $ | $ | ||||||
Thailand | ||||||||
Other countries | ||||||||
$ | $ |
F-31
Total liabilities | As of June 30, 2023 | As of December 31, 2022 | ||||||
(Unaudited) | (Audited) | |||||||
Secured logistics | $ | $ | ||||||
Information security | ||||||||
Robotics AI solutions | ||||||||
General security solutions | ||||||||
Corporate and others | ||||||||
$ | $ |
24. | COMMITMENTS AND CONTINGENCIES |
Executives/directors agreements
Amount | ||||
Twelve months ending June 30: | ||||
2024 | $ | |||
2025 | ||||
2026 | ||||
Total minimum payment required | $ |
Contracted expenditure commitments
Payments Due by Period | ||||||||||||||||||||||
Less than | 1-3 | 4-5 | More than | |||||||||||||||||||
Contractual Obligations | Nature | Total | 1 year | years | years | 5 years | ||||||||||||||||
Service fee commitments | (a) | $ | $ | $ | $ | $ | ||||||||||||||||
Operating lease commitments | (b) | |||||||||||||||||||||
Purchase commitments | (c) | |||||||||||||||||||||
$ | $ | $ | $ | $ |
(a) |
(b) |
(c) |
F-32
Bank guarantees
As of June 30, 2023, the Company had
commitments with banks for bank guarantees in favor of government agencies and others of approximately $
Litigation
As of the date of filing, the Company
is a defendant in various labor-related lawsuits totaling approximately $
25. | SUBSEQUENT EVENTS |
Numerous subsequent events disclosures are being made elsewhere in this interim condensed consolidated financial statements. Subsequent events have been reviewed through the date of filing and required no adjustments or disclosures.
F-33