Surface Transforms Plc
("Surface Transforms" or "the Company")
Half-year financial results for the six months ended 30 November 2013
Surface Transforms plc, manufacturers of carbon fibre reinforced ceramic (CFRC) materials, announces its half-year financial results for the six months ended 30 November 2013.
Financial and business highlights:
· Turnover increased 38% to £558k (2012: £405k)
· Loss before tax reduced to £373k (2012: £429k)
· Loss after tax reduced to £205k (2012: £298k)
· EBITDA loss reduced to £131k (2012: loss £192k)
· Cash at 30 November 2013 was £375k (2012: £391k)
For enquiries, please contact:
Surface Transforms plc |
|
Kevin Johnson, CEO |
0151 356 2141 |
David Bundred, Chairman |
07785 388 848 |
|
|
Cantor Fitzgerald Europe (Nomad & Broker) |
020 7894 7000 |
David Foreman, Rick Thompson (Corporate Finance) |
|
Paul Jewell (Corporate Broking) |
|
For further Company details visit www.surface-transforms.com.
CHAIRMAN'S STATEMENT
It is encouraging to report continuing progress at Surface Transforms plc ("Surface Transforms" or the "Company").
The Company continues to pursue the twin track approach of achieving short term cash break even through both retrofit sales and income from technology transfer in parallel with winning one or more "game-changing" OEM opportunities in the automotive and/or aerospace markets.
In respect to the short term break even objective, the sales increase and loss reduction in the six months ended 30 November 2013 have been materially assisted by the income from the technology transfer agreement to a major global clutch manufacturer.
Sales to our other markets have included strong orders with the major European brake manufacture customer- who has now recovered from the supply chain disruption experienced in 2013. However this good progress was somewhat offset by a disappointing first half performance on road car retrofit sales by both our German and UK distributors - whilst our German distributor is now out of administration, sales targets are not yet being achieved. This general road car distributor underperformance has led to an evolution of the Company's distribution strategy whereby we are now both selling directly to end users (the Company has now appointed its own German based sales executive) and we have appointed "direct" distributors who are nearer to the ultimate customers e.g. motorsport support companies and track day management companies. This evolution is both increasing end user price competitiveness and improving market intelligence and we are already receiving orders from this shorter channel to market. Finally, in support of growing sales in this sector, the Company continues to add to the range with Nissan GTR, Aston Martin, Porsche and Ferrari models now in the product range.
In parallel, but arguably of greater importance, the Company continues to progress its "game changing" OEM opportunities. The Company is very close to completing testing of products with a tier one aerospace supplier and is hopeful of achieving a commercial breakthrough on this project in 2014. In the automotive market the Company continues to work with both an international brake system supplier and a UK based automotive company; it is also encouraging to report that our direct automotive OEM discussions now include a continental automotive company, a new project for the Company.
The activities on cost reduction and quality improvement are progressing in line with broker expectations.
FINANCIAL REVIEW
In the 6 months to 30 November 2013, revenues were £558k (2012: £405k) which was 38% higher than last year.
Losses after taxation before exceptional restructuring costs were slightly lower at £205k (2012: £298k) and EBITDA loss improved to £131k (2012: loss £192k).
The Company had a cash balance of £375k (2012: £391k)
Loss per share was 0.53p (2012: 1.06p)
The Company issued further equity during the period, successfully raising £327k.
OUTLOOK
Surface Transforms is currently trading broadly in line with broker expectations, year-end sales may be slightly lower than previously forecast but profit and cash are expected to be largely on target. Any sales variance will be in road car retrofit sales; whilst we expect the changes to channel and end user pricing to further increase retrofit sales, orders in this segment are short lead times and the buying season is only now beginning.
Taking a longer view the Board is encouraged by progress on the OEM projects and remain hopeful of being able to publically announce tangible progress in 2014.
David Bundred
Chairman
3rd February 2014
SURFACE TRANSFORMS PLC
STATEMENT OF COMPRHENSIVE INCOME
for THE six months ended 30 November 2013
|
|
|
Six months ended 30-Nov 2013 |
|
Six months ended 30-Nov 2012 |
|
Year ended 31-May 2013 |
|
|
|
(unaudited) |
|
(unaudited) |
|
(audited) |
|
Note |
|
£'000's |
|
£'000's |
|
£'000's |
|
|
|
|
|
|
|
|
Revenue |
|
|
558 |
|
405 |
|
1,059 |
Cost of sales |
|
|
(178) |
|
(165) |
|
(275) |
|
|
|
|
|
|
|
|
Gross profit |
|
|
380 |
|
240 |
|
784 |
|
|
|
|
|
|
|
|
Administrative expenses: |
|
|
|
|
|
|
|
Before research costs |
|
|
(400) |
|
(353) |
|
(601) |
Research costs |
|
|
(394) |
|
(379) |
|
(895) |
|
|
|
|
|
|
|
|
Total administrative expenses |
|
|
(794) |
|
(732) |
|
(1,496) |
|
|
|
|
|
|
|
|
Other operating income |
|
|
54 |
|
100 |
|
138 |
|
|
|
|
|
|
|
|
Operating loss |
|
|
(360) |
|
(392) |
|
(574) |
|
|
|
|
|
|
|
|
Financial income |
|
|
- |
|
1 |
|
2 |
Financial expenses |
|
|
(13) |
|
(38) |
|
(68) |
|
|
|
|
|
|
|
|
Loss before tax |
|
|
(373) |
|
(429) |
|
(640) |
Taxation |
2 |
|
168 |
|
131 |
|
132 |
|
|
|
|
|
|
|
|
Loss for the period |
|
|
(205) |
|
(298) |
|
(508) |
|
|
|
|
|
|
|
|
Exceptional items |
|
|
- |
|
(44) |
|
(72) |
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
|
(205) |
|
(342) |
|
(580) |
|
|
|
|
|
|
|
|
Loss per ordinary share |
|
|
|
|
|
|
|
Basic and diluted |
3 |
|
(0.53p) |
|
(1.06p) |
|
(1.71p) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SURFACE TRANSFORMS PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2013
|
As at |
|
As at |
|
As at |
|
30-Nov |
|
30-Nov |
|
31-May |
2013 (unaudited) |
|
2012 (unaudited) |
|
2013 (audited) |
|
|
£'000's |
|
£'000's |
|
£'000's |
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
645 |
|
523 |
|
665 |
Total non-current assets |
645 |
|
523 |
|
665 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
381 |
|
411 |
|
357 |
Trade and other receivables |
384 |
|
296 |
|
326 |
Cash and cash equivalents |
375 |
|
391 |
|
457 |
Total current assets |
1,140 |
|
1,098 |
|
1,140 |
|
|
|
|
|
|
Total assets |
1,785 |
|
1,621 |
|
1,805 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Other interest bearing loans and borrowings |
(209) |
|
(183) |
|
(198) |
Trade and other payables |
(244) |
|
(234) |
|
(299) |
Total current liabilities |
(453) |
|
(417) |
|
(497) |
|
|
|
|
|
|
Non-current Liabilities |
|
|
|
|
|
Other interest bearing loans and borrowings |
(232) |
|
(447) |
|
(339) |
|
|
|
|
|
|
Total liabilities |
(685) |
|
(864) |
|
(836) |
|
|
|
|
|
|
Net assets |
1,100 |
|
757 |
|
969 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
423 |
|
321 |
|
384 |
Share premium account |
7,995 |
|
7,330 |
|
7,707 |
Other reserves |
464 |
|
464 |
|
464 |
Retained deficit |
(7,782) |
|
(7,358) |
|
(7,586) |
|
|
|
|
|
|
Total equity attributable to equity shareholders of the Company |
1,100 |
|
757 |
|
969 |
|
|
|
|
|
|
SURFACE TRANSFORMS PLC
for THE six months ended 30 November 2013
|
Six Months Ended |
|
Six Months Ended |
|
Year ended |
|
30-Nov |
|
30-Nov |
|
31-May |
|
2013 (unaudited) |
|
2012 (unaudited) |
|
2013 (audited) |
|
£'000's |
|
£'000's |
|
£'000's |
Cash flows from operating activities |
|
|
|
|
|
Loss for the period |
(205) |
|
(342) |
|
(580) |
Adjusted for: |
|
|
|
|
|
Depreciation charge Fixed Asset Disposal |
41 - |
|
40 - |
|
83 - |
Equity settled share-based payment expenses |
9 |
|
18 |
|
28 |
Financial income |
- |
|
(1) |
|
(2) |
Financial expenses |
13 |
|
38 |
|
68 |
Taxation |
(168) |
|
(131) |
|
(132) |
|
|
|
|
|
|
|
(310) |
|
(378) |
|
(535) |
Changes in working capital |
|
|
|
|
|
(Increase)/decrease in inventories |
(24) |
|
(7) |
|
46 |
(Increase)/decrease in trade and other receivables |
(58) |
|
61 |
|
31 |
Decrease in trade and other payables |
(55) |
|
(64) |
|
- |
|
|
|
|
|
|
|
(447) |
|
(388) |
|
(458) |
|
|
|
|
|
|
Finance income received |
- |
|
1 |
|
2 |
Finance expenses paid |
(13) |
|
(38) |
|
(68) |
Taxation received |
168 |
|
131 |
|
132 |
|
|
|
|
|
|
Net cash used in operating activities |
(292) |
|
(294) |
|
(392) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Acquisition of property, plant and equipment |
(21) |
|
(275) |
|
(460) |
|
|
|
|
|
|
Net cash used in investing activities |
(21) |
|
(275) |
|
(460) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
327 |
|
27 |
|
468 |
Proceeds from new borrowings |
- |
|
437 |
|
437 |
Payment of borrowings |
(96) |
|
(51) |
|
(143) |
|
|
|
|
|
|
Net cash from financing activities |
231 |
|
413 |
|
762 |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
(82) |
|
(156) |
|
(90) |
Cash and cash equivalents at the beginning of the period |
457 |
|
547 |
|
547 |
|
|
|
|
|
|
Cash and cash equivalents at the end of the period |
375 |
|
391 |
|
457 |
|
|
|
|
|
|
SURFACE TRANSFORMS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 NOVEMBER 2013
|
Share Capital |
Share premium account |
Capital reserve |
Retained earnings |
Total |
||||
For the six months to 30 November 2013 |
|||||||||
|
£'000's |
£'000's |
£'000's |
£'000's |
£'000's |
||||
Balance at 31 May 2013 |
384 |
7,707 |
464 |
(7,586) |
969 |
||||
|
|
|
|
|
|
||||
Loss for the period |
- |
- |
- |
(205) |
(205) |
||||
Total comprehensive income for the period |
384 |
7,707 |
464 |
(7,791) |
764 |
||||
|
|
|
|
|
|
||||
Transactions with owners, recorded directly to equity Shares issues in year |
39 |
288 |
- |
- |
327 |
||||
Equity settled share based payments |
- |
- |
- |
9 |
9 |
||||
Total contributions by and distributions to the owners |
39 |
288 |
- |
9 |
336 |
||||
|
|
|
|
|
|
||||
Balance at 30 November 2013 |
423 |
7,995 |
464 |
(7,782) |
1,100 |
||||
|
|
|
|
|
|
||||
|
Share Capital |
Share premium account |
Capital reserve |
Retained earnings |
Total |
||||
For the six months to 30 November 2012 |
|||||||||
|
£'000's |
£'000's |
£'000's |
£'000's |
£'000's |
||||
Balance at 31 May 2012 |
319 |
7,305 |
464 |
(7,034) |
1,054 |
||||
|
|
|
|
|
|
||||
Loss for the period |
- |
- |
- |
(342) |
(342) |
||||
Total comprehensive income for the period |
319 |
7,305 |
464 |
(7,376) |
712 |
||||
|
|
|
|
|
|
||||
Transactions with owners, recorded directly to equity |
|
|
|
|
|
||||
Shares issued in the period |
2 |
25 |
- |
- |
27 |
||||
Equity settled share based payments |
- |
- |
- |
18 |
18 |
||||
Total contributions by and distributions to the owners |
2 |
25 |
- |
18 |
45 |
||||
|
|
|
|
|
|
||||
Balance at 30 November 2012 |
321 |
7,330 |
464 |
(7,358) |
757 |
||||
|
|
|
|
|
|
||||
|
Share Capital |
Share premium account |
Capital reserve |
Retained earnings |
Total |
||||
For the year to 31 May 2013 |
|||||||||
|
£'000's |
£'000's |
£'000's |
£'000's |
£'000's |
||||
Balance at 31 May 2012 |
319 |
7,305 |
464 |
(7,034) |
1,054 |
||||
|
|
|
|
|
|
||||
Loss for the year |
- |
- |
- |
(580) |
(580) |
||||
Total comprehensive income for the year |
319 |
7,305 |
464 |
(7,614) |
474 |
||||
|
|
|
|
|
|
||||
Transactions with owners, recorded directly to equity |
|
|
|
|
|
||||
Shares issued in the year |
65 |
465 |
- |
- |
530 |
||||
Costs of issue written off to share premium |
- |
(63) |
- |
- |
(63) |
||||
Equity settled share based payments |
- |
- |
- |
28 |
28 |
||||
Total contributions by and distributions to the owners |
65 |
402 |
- |
28 |
495 |
||||
|
|
|
|
|
|
||||
Balance at 31 May 2013 |
384 |
7,707 |
464 |
(7,586) |
969 |
||||
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 3rd February 2014.
Basis of preparation
In the condensed consolidated half-yearly financial statements, the term 'Company' refers to Surface Transforms plc, a Company incorporated in the United Kingdom. These condensed consolidated half-yearly financial statements comprise the Company and its subsidiaries as detailed in note 6 (together referred to as 'the Group' or 'Surface Transforms'). The financial statements of the Group for the six months ended 30 November 2013 are available from the Company's website www.surface-transforms.com.
These financial statements have not been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not include all the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Company for the year ended 31 May 2013.
The comparative figures for the financial year ended 31 May 2013 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The accounting policies and presentation used in the preparation of these condensed consolidated half-yearly financial statements are consistent with those used in the preparation of the Company's published financial statements for the year ended 31 May 2013.
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 Managing Director.
The Board has reviewed the requirements of IFRS 8, including consideration of what results and information the Managing Director reviews regularly to assess performance and allocate resources, and concluded that, as under IAS 14, 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, operating costs and assets are reviewed at a consolidated level.
Estimates
The preparation of half-yearly financial statements requires management to make judgements, 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 judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 May 2013.
Seasonality of operations
The Directors anticipate that the business will return to its normal historical trend with activity in the second half of this financial year being considerably higher than that of the first half. This trend is due to a number of key contracts normally maturing in the second half of the financial year.
Going concern
The financial statements have been prepared on a going concern basis which the Directors believe to be appropriate. Whilst the Company incurred a net loss of £205k during the period, the Directors are satisfied that sufficient cash is available to meet the Company's liabilities as and when they fall due for at least 12 months from the date of signing the half yearly report. In addition revenues are expected to continue to increase in the coming periods resulting in the Company becoming profitable in due course.
2. Taxation
Analysis of credit in the period
|
Six months ended |
Six months ended |
Year ended ended |
|
30-Nov |
30-Nov |
31-May |
|
2013 |
2012 |
2013 |
|
£'000's |
£'000's |
£'000's |
UK Corporation tax |
|
|
|
|
|
|
|
Current tax on income for the period |
- |
- |
- |
|
|
|
|
Research and development tax repayment |
168 |
131 |
132 |
|
|
|
|
|
168 |
131 |
132 |
|
|
|
|
The effective rate of tax for the period/year is lower than the standard rate of corporation tax in the UK of 22.67 per cent. principally due to losses incurred by the Company.
The potential deferred tax asset relating to losses has not been recognised in the financial statements because it is not possible to assess whether there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
3. Loss per share
|
Six months ended |
Six months ended |
Year ended |
|
30-Nov |
30-Nov |
31-May |
2013 |
2012 |
2013 |
|
|
Pence |
Pence |
Pence |
Loss per ordinary share: |
|
|
|
Basic and diluted |
(0.53) |
(1.06) |
(1.71) |
Loss per ordinary share is based on the Company's loss for the financial period of £205k (30 November 2012: £342k; 31 May 2013: £580k). The weighted average number of shares used in the basic calculation is 38,553,764 (30 November 2012: 32,141,236; 31 May 2013: 33,915,972).
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
Due to the start up nature of the business the Company is currently focussed on building revenue streams from a variety of markets. As there is only one manufacturing facility and this has capacity above and beyond the current levels of trade there is no requirement to allocate resources to or discriminate between specific markets or products. As a result the Company's chief operating decision maker, the CEO, reviews performance information for the Company as a whole and does not allocate resources based on products or markets. In addition, all products manufactured by the Company are produced using similar processes.
Having considered this information in conjunction with the requirements of IFRS 8, as at the reporting date the board of directors have concluded that the Company has only one reportable segment, that being the manufacture and sale of carbon fibre materials and the development of technologies associated with this..
|
Total |
Period ended 30 November 2013 |
£ |
|
|
Segment revenues |
558 |
Operating expenses |
(918) |
|
|
Results from operating activities |
(360) |
Net finance costs |
(13) |
|
|
Loss before tax |
(373) |
|
|
Assets |
|
Segment assets |
1,100 |
|
|
|
|
|
Total |
Period ended 30 November 2012 |
£'000's |
|
|
Segment revenues |
405 |
Operating expenses |
(797) |
|
|
Results from operating activities |
(392) |
Net finance costs |
(37) |
|
|
Loss before tax |
(429) |
|
|
Assets |
|
Segment assets |
757 |
5. Dividends
The Directors are not proposing the payment of a dividend in respect of the six months ended 30 November 2013.
6. Subsidiary companies
The following subsidiary companies were incorporated by Surface Transforms Plc on 8 May 2009:
- ST Aerospace Limited
- ST Automotive Ceramic Limited
- ST Defence Limited
- ST Racing Limited
None of these companies have traded since their incorporation.