TIDMSCE

RNS Number : 2198A

Surface Transforms PLC

28 September 2020

28 September 2020

Surface Transforms plc.

("Surface Transforms" or "the Company")

Half-year financial results for the six months ended 30 June 2020

Surface Transforms (AIM:SCE) manufacturers of carbon fibre reinforced ceramic materials, is pleased to announce its half-year financial results for the six months ended 30 June 2020.

Financial highlights:

 
 -   Revenue increased by 55% to GBP902k (H1-2019: GBP583k) 
 -   Gross profit increased by 72% to GBP590k (H1-2019: GBP343k) 
 -   Loss before tax decreased to GBP1,451k (H1-2019: GBP1,525k) 
 -   Loss after tax increased to GBP1,175k (H1-2019: GBP837k) partially 
      reflecting inclusion of two R&D tax credits in the comparable prior 
      period ended June 2019 
 -   Cash at 30 June 2020 was GBP2,019k (31 December 2019: GBP770k), 
      to which can be added GBP334k of R&D tax credit received in September 
      2020. 
 -   Capital expenditure on property, plant and equipment of GBP277k 
      (H1-2019: GBP32k) mainly relating to the installation of OEM Production 
      Cell One 
 -   Successful equity placing and oversubscribed open offer raising 
      GBP2,206k (net of expenses) 
 

Sales and Operational Highlights:

 
 -   Post balance sheet date, awarded a contract with a global automotive 
      vehicle manufacturer (described as OEM 8) with estimated lifetime 
      value of approximately GBP27.5 million 
 -   GBP5m lifetime value contract awarded from Koenigsegg on the recently 
      launched Gemera car 
 -   Continuing delays on start of production (SOP) on the Aston Martin 
      Valkyrie car 
 -   Continuing progress on testing with OEM 3, OEM 1 and a number 
      of other potential customers, some of whom have not tested Surface 
      Transforms products before 
 -   Increasing dialogue with OEM's for prospective electric vehicle 
      (EV) projects 
 -   Maintained production and sales throughout the Covid 19 lockdown 
      period 
 -   All furnaces and machine tools in the new OEM Production Cell 
      One have successfully operated. Task in H2 is to balance the overall 
      system and demonstrate repeatable volume production 
 

Outlook

Despite the Covid 19 lockdown, trading has been better than expected. As a result, the Company reiterates that it now anticipates current FY 20 revenues will be approximately GBP2.0m.

The OEM 8 contract win increases sales expectations by over GBP3m in 2021 and GBP8m in 2022 (and the following two years). As recently announced, given this contract as well as the expectation of further, as yet unspecified, contract awards, the Company is investing in manufacturing support headcount and other costs over the next three years, which will progressively add approximately GBP2m to annual overheads in 2022 and thereafter.

Consequently, the Company reiterates that it is now forecasting positive profits after tax (including receipt of the R&D tax credit), a year earlier than previously announced, in 2021 and positive operating profit, before interest and tax, in 2022.

The Company continues to expect to announce further contract awards over the next six months.

Summary

During the period the Company accelerated its progress to becoming a profitable mainstream automotive supplier of carbon ceramic brake discs. This continued progress was achieved against the most difficult economic and operational conditions in recent memory.

Finally, I would like to conclude by recording the Board's appreciation of the outstanding contribution by all members of the team, particularly in the context of the Covid 19 pandemic. Thank You!

David Bundred

Chairman

For enquiries, please contact:

 
 Surface Transforms plc. 
 Kevin Johnson, CEO 
  Michael Cunningham, CFO 
  David Bundred, Chairman                                     +44 151 356 2141 
 Zeus Capital Limited (Nominated Adviser and Joint Broker)    +44 203 829 5000 
 David Foreman / Dan Bate/ Jordan Warburton (Corporate 
  Finance) 
  Dominic King (Corporate Broking) 
 finnCap Ltd (Joint-Broker)                                   +44 20 7220 0500 
 Ed Frisby / Giles Rolls (Corporate Finance) 
  Richard Chambers (Corporate Broking) 
 

About Surface Transforms

Surface Transforms plc. (AIM:SCE) develop and produce carbon-ceramic material automotive brake discs. The Company is the UK's only manufacturer of carbon-ceramic brake discs, and only one of two mainstream carbon ceramic brake disc companies in the world, serving customers that include major OEMs in the global automotive markets.

The Company utilises its proprietary next generation Carbon Ceramic Technology to create lightweight brake discs for high-performance road and track applications for both internal combustion engine and electric vehicles. While competitor carbon-ceramic brake discs use discontinuous chopped carbon fibre, Surface Transforms interweaves continuous carbon fibre to form a 3D matrix, producing a stronger and more durable product with improved heat conductivity compared to competitor products; this reduces the brake system operating temperature, resulting in lighter and longer life components with superior brake performance. These benefits are in addition to the benefits of all carbon-ceramic brake discs vs. iron brake discs: weight savings of up to 70%, longer product life, consistent performance, reduced brake pad dust and corrosion free.

For additional information please visit www.surfacetransforms.com

Financial Review

Revenue in the period increased to GBP902k despite the Covid 19 pandemic occurring within the period. The growth was fuelled primarily by increased retrofit sales, which held up strongly during the pandemic. OEM sales were also higher in the period and near OEM sales broadly flat compared with the six months to June 2019.

Gross profit increased to GBP590k (H1-2019: GBP343k) and gross margin was 65.4% (H1-2019: 58.8%). The increase in margin was due to both better labour productivity and purchasing of raw materials, and is sustainable. Whilst future selling prices will fall, as volumes increase, this will be offset by further production efficiencies being generated as OEM Production Cell One becomes fully operational.

Administrative expenses rose by GBP173k to GBP928k (H1-2019: GBP755k) due in large part to some increased salary costs.

Research expenses increased by GBP149k to GBP1,212k (H1-2019: GBP1,063k) reflecting an increase in the number of customer projects.

The R&D tax credit reduced by GBP412k to GBP276k (H1-2019: GBP688k) following a change in accounting policy in 2019. Previously, the tax credit was recognised when received, but is now accrued in the year to which the tax credit relates. This transition led to the inclusion of two tax credits in the prior period. It had no impact on the quantum or timing of the cash receipt. As Surface Transforms advances into profitability, it is worth noting that the Group has substantial tax losses carried forward.

Within the statement of financial position, property, plant and equipment increased by a net GBP70k to GBP5,588k (December 2019: GBP5,518k) being capital expenditure of GBP277k in OEM Production Cell One offset by increased depreciation of GBP207k. Receivables fell by GBP368k to GBP950k partially reflecting the reversal of late customer payments noted in our financial results for the seven month period ended 31 December 2019. Within this June 2020 total, trade debtors were GBP185k and the provision for R&D tax credit was GBP596k, of which GBP334k was received in September 2020. Inventories fell by GBP85k to GBP921k (December 2019: GBP1,006k). Notwithstanding this welcome reduction, the Company still suffers from minimum order quantities on key input materials, disproportionate to historic sales levels; thus as sales increase, inventories should not rise at the same rate and the ratio of inventory to sales is therefore expected to improve.

The Company had also taken advantage of HMRC support on PAYE time to pay to improve cash flow during the coronavirus outbreak. At the balance sheet date, Surface Transforms had authorised excess PAYE payments of GBP246k due. These were settled in full in July.

In the period, the Company raised GBP2,206k after fees in an over-subscribed equity placing and open offer.

Progress with potential OEM customers

Surface Transforms is undertaking testing on a number of projects for OEMs, including for both existing customers and others who have not tested our products before. The Company believes that it is not commercially appropriate to provide further details of these projects in advance of contract award, but does note that whilst the Covid 19 lockdown has impacted almost all project timings and start of production (SOP), the implications of which have previously been disclosed, the tests are validating the superior performance of Surface Transforms' discs across a range of key measures.

Consequently, the Company continues to expect that it will be able to announce further contract awards over the next six months.

 
 -   Electric Vehicles : It is also worth noting that approximately 
      half of the current projects pipeline relate to electric vehicles 
      (EVs). Whilst the generic advantages of carbon ceramic brakes 
      are relevant to all our customers, irrespective of vehicle powertrain, 
      the weight saving of carbon ceramic discs are particularly attractive 
      to EV manufacturers given the weight of batteries and need for 
      extended range. Additionally, EV manufacturers are concerned by 
      the, admittedly small, but nonetheless high impact risk, of pads 
      sticking to grey iron discs on EVs that make little use of the 
      hydraulic brake - known as galvanic corrosion. Galvanic corrosion 
      does not happen on carbon ceramic discs. 
 -   Aston Martin Valkyrie : This project was forecast to launch in 
      the period but for the customer's own reasons the SOP has been 
      postponed. Despite this, the Company continues to expect this 
      project to be a major element of Surface Transforms activity during 
      2021. 
 -   OEM 8: Post balance sheet date, the Company announced that it 
      had been selected to be the standard fit, sole supplier of the 
      carbon ceramic brake disc on both axles of a new car to be manufactured 
      by a global automotive manufacturer (hereinafter described as 
      OEM 8). The contract is estimated to be worth GBP27.5m over the 
      lifetime of the contract from 2021 to 2024. There is also the 
      possibility that the contract will be extended beyond 2024. 
 -   Koenigsegg Gemera : The Company was selected as the tier one 
      sole supplier of carbon ceramic discs on the Koenigsegg Gemera 
      supercar during the period. The contract is valued in excess of 
      GBP5m with SOP in mid 2022 and completing in mid 2027. 
 -             OEM 3: This customer has a unique environmental test that the 
                Company has been endeavoring to pass for some time now. It is 
                encouraging to report that considerable progress has been made 
                over the last year with discussions on target models continuing. 
 
                As previously stated, the Company's generic policy is not to comment 
                further, prior to contract award for any of its existing OEM development 
                programmes. However, an exception has been made for OEM 3 given 
                the uniqueness of their required environmental test. 
 -   Retrofit and Near OEM : Sales into this segment continue to form 
      the bedrock of current trading. In the period, progress in overseas 
      retrofit markets - notably EU and the US - has been most encouraging. 
      Additionally, the Company continues to seek out (and sometimes 
      is sought out by) the small niche automotive vehicle manufacturers 
      that we describe as "Near OEMs", frequently hardly known and often 
      only building a handful of cars per year. Whilst, not transformational, 
      our growing success in this small segment is important in providing 
      both road mileage experience on our products (important to the 
      mainstream OEMs) and, of course, short term cash generation. 
 

Progress on Operations

Over the past three years the Company has invested over GBP6m to increase capacity from circa GBP4m sales, in what we describe as the small volume production cell (SVP) to an overall site capacity of circa GBP20m sales by building what we describe as OEM Production Cell One. The site has a footprint that will facilitate duplications of OEM Production Cell One, with the overall potential, in Knowsley and with further investment, of approximately 100,000 discs. The operational task has therefore been, and continues to be, to improve productivity and repeatability in SVP - the initial learning curve - whilst installing and bringing OEM Production Cell One into full operation thus providing the capacity required for the already awarded OEM contracts that commence in early 2021.

 
 -   Covid 19 Pandemic: The operational team has had to achieve the 
      dual tasks above against the background of the Covid 19 lockdown; 
      for example furnace supplier engineers could not visit the site 
      to assist in installation debugging and trouble-shooting. The priority 
      has, of course, been the health and well being of our staff. With 
      their excellent co-operation, the Knowsley plant remained operational 
      throughout the period, maintaining production whilst also progressing 
      the installation of OEM Cell Production One, even with a high number 
      of staff working from home. Against this background, the results, 
      in both the SVP and OEM Production Cell One, were outstanding and 
      bode well for the next stage of bringing OEM Production Cell One 
      into balanced repeatable production. 
 -   Capacity and Progress with OEM Production Cell One: The recent 
      contract awards noted above, together with existing contracts will 
      utilise approximately 60% of SVP and OEM Production Cell One capacity 
      by early 2022. All furnaces and machine tools in the new OEM Production 
      Cell One have operated successfully; indeed, for cost and superior 
      technology reasons, some of the furnaces are currently contributing 
      to SVP production needs. Clearly there have been some Covid 19 
      related delays but not to the overall detriment of the project. 
      The task is now to balance overall system performance and demonstrate 
      repeatable volume production. The timetable on completing this 
      task has been tightened since the OEM 8 contract award, which has 
      a shorter period between nomination and SOP than Surface Transforms 
      has historically seen. The resultant accelerated plan includes 
      bringing forward some capital expenditure as well as increasing 
      headcount (assuming the SVP and OEM Production Cell One are operating 
      at capacity). As previously announced, this increased headcount 
      and certain other indirect overheads will progressively increase 
      Group costs up to a steady-state level of approximately GBP2m p.a. 
      in 2022 and thereafter. 
 
      Nonetheless the Board and team are confident that the tasks can 
      be accelerated with a repeatable optimised and balanced production 
      capacity available when needed in 2021 and 2022. 
    ------------------------------------------------------------------------- 
 -   Cost reductions: The Company continues to see continuous cost 
      reduction in manufacturing as a key ingredient for future success 
      in the automotive industry. Not least because carbon ceramic brakes 
      are currently an expensive item and further market size expansion 
      (beyond cars over GBP50k retail price ) require lower costs. Prior 
      to securing the Knowsley plant, the Company set itself the task 
      of halving the then production price. This task is achieved with 
      OEM Production Cell One production. However, the Company will not 
      rest on that laurel with the next stage already in full planning, 
      indeed in some areas already underway. 
    ------------------------------------------------------------------------- 
 -   Environment : The team at Surface Transforms is proud that its 
      products make a material contribution to a better planet; a longer 
      life product that reduces carbon emissions through weight saving 
      and being considerably less polluting by reducing the amount of 
      brake dust during braking. Our task is to ensure that our production 
      processes complement this product achievement. To this end we are 
      determined to be a good neighbour, protecting the local environment, 
      through constant control and measurement of emissions and have 
      set objectives to continuously reduce our environmental footprint. 
    ------------------------------------------------------------------------- 
 

Statement of Total Comprehensive Income

For the six months ended 30 June 2020

 
                                      Six Months   Six Months   Seven Months        Year 
                                           Ended        Ended          Ended       Ended 
                                       30-Jun-20    30-Jun-19      31-Dec-19   31-Dec-19 
                                         GBP'000      GBP'000        GBP'000     GBP'000 
                                       Unaudited    Unaudited        Audited   Unaudited 
-----------------------------------  -----------  -----------  -------------  ---------- 
 Revenue                                     902          583          1,451       1,938 
 Cost of sales                             (312)        (240)          (583)       (783) 
-----------------------------------  -----------  -----------  -------------  ---------- 
 Gross profit                                590          343            868       1,155 
 
 Other income: 
 Government grants*                          154            -              -           - 
 
 Administrative expenses: 
 Before research and development 
  costs                                    (928)        (755)        (1,063)     (1,752) 
 Research and development costs          (1,212)      (1,063)        (1,502)     (2,281) 
-----------------------------------                            ------------- 
 Total administrative expenses           (2,140)      (1,818)        (2,566)     (4,033) 
-----------------------------------  -----------  -----------  -------------  ---------- 
 Operating loss                          (1,396)      (1,475)        (1,698)     (2,878) 
 
 Financial income                              -            -              1           2 
 Financial expenses                         (55)         (50)           (63)       (109) 
-----------------------------------  -----------  -----------  -------------  ---------- 
 Loss before tax                         (1,451)      (1,525)        (1,760)     (2,985) 
 Taxation                                    276          688            443       1,131 
-----------------------------------  -----------  -----------  -------------  ---------- 
 Loss for the year after tax             (1,175)        (837)        (1,317)     (1,854) 
 
 Total comprehensive loss for 
  the year attributable to members       (1,175)        (837)        (1,317)     (1,854) 
-----------------------------------  -----------  -----------  -------------  ---------- 
 
 Loss per ordinary share 
 Basic and diluted                       (0.82)p      (0.64)p        (0.97)p     (1.46)p 
-----------------------------------  -----------  -----------  -------------  ---------- 
 

* Government grants received relate to amounts received under the Coronavirus Job Retention Scheme

Statement of Financial Position

As at 30 June 2020

 
 
 
                                        30-Jun-20   30-Jun-19   31-Dec-19 
                                          GBP'000     GBP'000     GBP'000 
                                        Unaudited   Unaudited     Audited 
-------------------------------------  ----------  ----------  ---------- 
 Non-current assets 
 Property, plant and equipment              5,588       5,125       5,518 
 Intangibles                                  162         198         175 
-------------------------------------  ----------  ----------  ---------- 
                                            5,750       5,323       5,693 
 Current assets 
 Inventories                                  921       1,161       1,006 
 Trade and other receivables                  950         889       1,318 
 Cash and cash equivalents                  2,019       1,554         770 
------------------------------------- 
                                           3,89 0       3,604       3,094 
-------------------------------------  ----------  ----------  ---------- 
 Total assets                              9,64 0       8,927       8,787 
 
 Current liabilities 
 Other interest bearing loans 
  and borrowings                             (83)        (13)       (118) 
 Loans associated with right of 
  use assets                                (140)       (137)       (138) 
 Trade and other payables                   (798)       (465)     (1,028) 
-------------------------------------  ----------  ----------  ---------- 
                                          (1,021)       (615)     (1,284) 
 Non-current liabilities 
 Government grants                          (200)       (200)       (200) 
 Loans associated with right of 
  use assets                              (1,198)     (1,240)     (1,207) 
 Other interest bearing loans 
  and borrowings                            (471)       (344)       (476) 
------------------------------------- 
                                          (1,869)     (1,784)     (1,883) 
-------------------------------------  ----------  ----------  ---------- 
 Total liabilities                        (2,890)     (2,399)     (3,167) 
-------------------------------------  ----------  ----------  ---------- 
 Net assets                                 6,750       6,528       5,620 
-------------------------------------  ----------  ----------  ---------- 
 
 Equity 
 Share capital                              1,546       1,360       1,361 
 Share premium                             22,733      20,704      20,712 
 Capital reserve                              464         464         464 
 Retained loss                           (17,993)    (16,000)    (16,917) 
------------------------------------- 
 Total equity attributable to 
  equity shareholders of the company        6,750       6,528       5,620 
-------------------------------------  ----------  ----------  ---------- 
 

Statement of Cash Flow

For the six months to 30 June 2020

 
                                                                           Seven 
                                            Six Months    Six Months      Months         Year 
                                                 Ended         Ended       Ended        Ended 
                                             30-Jun-20     30-Jun-19   31-Dec-19    31-Dec-19 
                                               GBP'000       GBP'000     GBP'000      GBP'000 
                                             Unaudited     Unaudited     Audited    Unaudited 
----------------------------------------  ------------  ------------  ----------  ----------- 
 Cash flow from operating activities 
 Loss after tax for the year                   (1,175)         (837)     (1,317)      (1,854) 
 
 Adjusted for: 
 Depreciation and amortisation charge              222           238         289          491 
 Equity settled share-based payment 
  expenses                                          96            67         106          161 
 Financial expense                                  55            50          63          109 
 Financial income                                    -             -         (1)          (2) 
 Taxation                                        (276)         (688)       (442)      (1,131) 
----------------------------------------  ------------  ------------  ----------  ----------- 
                                               (1,078)       (1,170)     (1,302)      (2,226) 
 Changes in working capital 
 Decrease/(increase) in inventories                 85          (52)         157          103 
 Decrease/(increase) in trade and 
  other receivables                                368            13       (501)        (415) 
 Increase/(decrease) in trade and 
  other payables                                 (229)            77         443          640 
----------------------------------------  ------------  ------------  ----------  ----------- 
                                                 (854)       (1,132)     (1,203)      (1,898) 
 Taxation received                                 276           688         523        1,131 
----------------------------------------  ------------  ------------  ----------  ----------- 
 Net cash used in operating activities           (578)         (444)       (680)        (767) 
----------------------------------------  ------------  ------------  ----------  ----------- 
 
 Cash flows from investing activities 
 Acquisition of tangible and intangible 
  assets                                         (277)          (32)       (344)        (653) 
 Net cash used in investing activities           (277)          (32)       (344)        (653) 
----------------------------------------  ------------  ------------  ----------  ----------- 
 
 Cash flows from financing activities 
 Proceeds from issue of share capital, 
  net of expenses                                2,206         1,793           9        1,802 
 Payment of finance lease liabilities              (7)          (29)        (53)         (58) 
 Repayment/ proceeds from long term 
  loans                                           (40)           (3)        (25)          234 
 Interest received                                   -             -           1            2 
 Interest paid                                    (55)          (50)        (63)        (109) 
----------------------------------------  ------------  ------------  ----------  ----------- 
 Net cash generated from financing 
  activities                                     2,104         1,711       (131)        1,871 
----------------------------------------  ------------  ------------  ----------  ----------- 
 Net increase/ (decrease) in cash 
  and cash equivalents                           1,249         1,235     (1,155)          451 
 Cash and cash equivalents at the 
  beginning of the period                          770           319       1,925          319 
----------------------------------------  ------------  ------------  ----------  ----------- 
 Cash and cash equivalents at the 
  end of the period                              2,019         1,554         770          770 
----------------------------------------  ------------  ------------  ----------  ----------- 
 

Statement of Changes in Equity

For the six months ended 30 June 2020

 
                                                          Share 
                                  Share                 premium                 Capital   Retained 
                                capital                 account                 reserve       loss           Total 
                                GBP'000                 GBP'000                 GBP'000    GBP'000                 GBP'000 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Balance as at 
  31 December 
  2019                            1,361                  20,712                     464   (16,917)                   5,620 
 Comprehensive 
 income for 
 the year 
 Loss for the 
  period                                                                                   (1,175)                 (1,175) 
---------------  ----------------------  ----------------------  ----------------------  --------- 
 Total 
  comprehensive 
  income 
  for the 
  period                              -                       -                       -    (1,175)                 (1,175) 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Transactions 
 with owners, 
 recorded 
 directly to 
 equity 
 Shares issued 
  in the period                     185                   2,220                                                      2,405 
 Cost of issue 
  to share 
  premium                                                 (199)                                                      (199) 
 Equity settled share based payment 
  transactions                                                                                  99                      99 
---------------------------------------  ----------------------  ----------------------  --------- 
 Total 
  contributions 
  by and 
  distributions 
  to the owners                     185                   2,021                       -         99                   2,305 
---------------  ----------------------  ----------------------  ----------------------  --------- 
 Balance as at 
  30 June 2020                    1,546                  22,733                     464   (17,993)                   6,750 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 
 
 Statement of 
 changes in 
 equity 
 For the six 
 months ended 
 30 June 2019 
 
                                                          Share 
                                  Share                 premium                 Capital   Retained 
                                capital                 account                 reserve       loss           Total 
                         GBP'000                 GBP'000                 GBP'000          GBP'000           GBP'000 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Balance as at 
  31 December 
  2019                            1,237                  19,034                     464   (15,227)                   5,508 
 Comprehensive 
 income for 
 the year 
 Loss for the 
  year                                                                                       (837)                   (837) 
---------------  ----------------------  ----------------------  ----------------------  --------- 
 Total 
  comprehensive 
  income 
  for the year                        -                       -                       -      (837)                   (837) 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Transactions 
 with owners, 
 recorded 
 directly to 
 equity 
 Shares issued 
  in the year                       123                   1,784                                                      1,907 
 Cost of issue 
  to share 
  premium                                                 (114)                                                      (114) 
 Equity settled share based payment 
  transactions                                                                                  64                      64 
---------------------------------------  ----------------------  ----------------------  --------- 
 Total 
  contributions 
  by and 
  distributions 
  to the owners                     123                   1,670                       -         64                   1,857 
---------------  ----------------------  ----------------------  ----------------------  --------- 
 Balance at 30 
  June 2019                       1,360                  20,704                     464   (16,000)                   6,528 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 
 
 Statement of 
 changes in 
 equity 
 For the s even 
 month period 
 ended 31 Dece 
 mber 2019 
                                                          Share 
                                  Share                 premium                 Capital   Retained 
                                capital                 account                 reserve       loss                   Total 
                                GBP'000                 GBP'000                 GBP'000    GBP'000                 GBP'000 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Balance as at 
  31 May 2019                     1,360                  20,704                     464   (15,706)                   6,822 
 Comprehensive 
 income for 
 the year 
 Loss for the 
  period                                                                                   (1,317)                 (1,317) 
---------------  ----------------------  ----------------------  ----------------------  --------- 
 Total 
  comprehensive 
  income 
  for the year                    1,360                  20,704                     464   (17,023)                   5,505 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Transactions 
 with owners, 
 recorded 
 directly to 
 equity 
 Share options 
  exercised                           1                       8                                                          9 
 Cost of issue 
 off to share 
 premium                                                                                                                 - 
 Equity settled share based payment 
  transactions                                                                                 106                     106 
---------------------------------------  ----------------------  ----------------------  --------- 
 Total 
  contributions 
  by and 
  distributions 
  to the owners                       1                       8                       -        106                     115 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 Balance as at 
  31 December 
  2019                            1,361                  20,712                     464   (16,917)                   5,620 
---------------  ----------------------  ----------------------  ----------------------  ---------  ---------------------- 
 

SURFACE TRANSFORMS PLC

NOTES

   1.            Accounting policies 

The interim financial statements are the responsibility of the Directors and were authorised and approved by the Board of Directors for issuance on 28 February 2020.

Basis of preparation

Surface Transforms plc is a public limited liability company incorporated and domiciled in England & Wales. The financial information is presented in Pounds Sterling (GBP) which is also the functional currency. The Company's accounting reference date is 31 December.

These interim condensed financial statements are for the six months to 30 June 2020 and have been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the EU. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last consolidated financial statements as at and for the seven month period ended 31 December 2019.

These interim results for the period ended 30 June 2020, which are not audited; do not comprise statutory accounts within the meaning of section 435 of the Companies Act 2006.

Full audited accounts of the Company in respect of the period ended 31 December 2019, which received an unqualified audit opinion and did not contain a statement under section 498(2) or (3) (accounting record or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations) of the Companies Act 2006 have been delivered to the Registrar of Companies.

The accounting policies used in the preparation of the financial information for the six months ended 30 June 2020 are in accordance with the recognition and measurement criteria of IFRS as adopted by the EU and are consistent with those which will be adopted in the annual statutory financial statements for the year ending 31 December 2020.

Revenue recognition

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Government grants

Capital grants are initially recognised as deferred income and credited to the statement of total comprehensive income over the life of the asset to which it relates.

Grants received under the Governments Corona virus job retention scheme are recognised in the statement of total comprehensive income on a systematic basis over the period in which the Company recognises the related costs for which the grants are intended to compensate.

Leases and right of use assets

The Company assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

A right of use asset and corresponding lease liability are recognised at commencement of the lease. The lease liability is measured at the present value of the lease payments, discounted at the rate implicit in the lease, or if that cannot be readily determined, at the lessee's incremental borrowing rate specific to the term, country, currency and start date of the lease.

The lease liability is subsequently measured at amortised cost using the effective interest rate method. The right of use asset is initially measured at cost, comprising: the initial lease liability; any lease payments already made less any lease incentives received; initial direct costs; and any dilapidation or restoration costs. The right of use asset is subsequently depreciated on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset. The right of use asset is tested for impairment if there are any indicators of impairment.

Leases of low value assets and short-term leases of 12 months or less are expensed to the income statement, as are variable payments dependent on performance or usage, 'out of contract' payments and non-lease service components

Segmental reporting

IFRS 8 "Operating Segments" requires that the segments should be reported on the same basis as the internal reporting information that is provided to, and regularly reviewed by, the chief operating decision-maker, whom the Group has identified as the CEO.

The Board has reviewed the requirements of IFRS 8, including consideration of what results and information the CEO reviews regularly to assess performance and allocate resources, and concluded that all revenue falls under a single business segment.

The Directors consider that the Group does not have separate divisional segments as defined under IFRS 8. The CEO assesses the commercial performance of the business based upon consolidated revenues; margins and operating costs and assets are reviewed at a consolidated level.

Estimates

The preparation of half-yearly financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated half-yearly financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are expected to be the same as those that will be adopted in the annual statutory financial statements for the year ending 31 December 2020.

Going concern

These interim financial statements have been prepared on a going concern basis|. Whilst the Group incurred a net loss of GBP1,175k during the period, the Group's forecasts and projections, taking into account reasonable possible changes in trading performance, show that the Group has sufficient financial resources, to meet the Group's liabilities as and when they fall due for a period of twelve months from the date of this statement.

   2.            Taxation 

Analysis of credit in the period

 
                              Six months     Six months   S even Months 
                                   ended          ended           ended 
                                  30-Jun         30-Jun          31-Dec 
                                    2020           2019            2019 
                                 GBP'000        GBP'000         GBP'000 
                             (unaudited)    (unaudited)       (audited) 
 
 UK Corporation tax 
 
 Adjustment in respect 
  of prior years R&D tax 
  allowance                            -            521            1 23 
 
 R&D tax allowance for 
  current period                     276            167            3 20 
 
                                     276            688            4 43 
                           -------------  -------------  -------------- 
 
 

The effective rate of tax for the period is lower than the standard rate of corporation tax in the UK of 20 per cent, principally due to losses incurred by the Group.

The significant reduction in tax in the six months to 30 June 2020 is due to the fact that in the six months to 30 June 2019 the Company changed its accounting policy to move from a cash basis for tax to an accruals basis. The GBP688k in the six months to 30 June 2019 therefore includes both the cash receipt relating to the year ended 30 May 2018 as well as the accrued tax credit for the six month period.

   3.            Loss per share 
 
                        Six months     Six months   Seven Months 
                             ended          ended          ended 
                            30-Jun         30-Jun         31-Dec 
                              2020           2019           2019 
                       (unaudited)    (unaudited)      (audited) 
                             Pence          Pence          Pence 
 Loss per share: 
 Basic and diluted        (0 .84 )         (0.64)         (0.97) 
                     -------------  -------------  ------------- 
 

Loss per ordinary share is based on the Company's loss for the financial period of GBP1,175k (30 June 2019: GBP837k loss; 31 December 2019: GBP1,317k loss). The weighted average number of shares used in the basic calculation is 140,650,681 (31 December 2019: 136,036,376; 30 June 2019: 130,711,912).

The calculation of diluted loss per ordinary share is identical to that used for the basic loss per ordinary share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of International Accounting Standard 33 "Earnings per share".

   4.            Segment reporting 

The Company considers it offers product technology namely carbon fibre re-enforced ceramic material which is machined into different shapes depending on the intended purpose of the end user.

Revenue by geographical destination is analysed as follows:

 
                               Six Months     Six Months   Seven Months 
                                    Ended          Ended          Ended 
                                 30 J une                   31 December 
                                     2020   30 June 2019           2019 
                              (Unaudited)    (Unaudited)      (Audited) 
                                  GBP'000        GBP'000        GBP'000 
 
 United Kingdom                        79            172            963 
 Rest of Europe                       410            334            165 
 United States of America             372             66            251 
 Rest of World                         41             11             72 
-------------------------- 
                                      902            583          1,451 
--------------------------  -------------  -------------  ------------- 
 

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END

IR PPUUPBUPUGBM

(END) Dow Jones Newswires

September 28, 2020 02:00 ET (06:00 GMT)

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