|
3 July 2017 |
Versarien plc
("Versarien" or the "Company" or the "Group")
Final Results for the year ended 31 March 2017
Versarien Plc (AIM:VRS), the advanced engineering materials group, is pleased to announce its unaudited final results for the year ended 31 March 2017.
Operational highlights
● |
Pipeline of graphene enquiries expanding rapidly, including enquiries received from America, Europe, Mexico, Japan and South Korea |
● |
First significant graphene shipment of £0.1 million |
● |
Two graphene related acquisitions in the year, both bedding down well |
● |
Numerous collaboration agreements signed for graphene application development |
● |
Graphene enhanced ABS (Acrylonitrile-Butadiene-Styrene) filament for use in 3D printing launched |
● |
Relocation of Hard Wear Products to a new factory near Aylesbury |
Financial highlights
● |
Group revenues increased by 35% to £5.93 million (2016: £4.40 million) |
● |
Net assets of £6.5 million (2016: £5.5 million) |
● |
Cash at 31 March 2017 of £1.4 million (2016: £1.6 million) |
● |
*LBITDA of £1.2million (2016: £1.3 million) |
● |
Loss before tax £2.2 million (2016: £1.8 million) |
* LBITDA (Loss before interest, tax, depreciation and amortisation) excludes exceptional items and share based payment charges.
Commenting on the final results, Neill Ricketts, Chief Executive Officer of Versarien, said: "The year to 31 March 2017 was one of considerable progress for Versarien. The opportunity afforded by our graphene powders and inks is now being recognised by a number of global companies with whom we are engaging. Our graphene has been independently verified as being of the highest standard and we are seeing opportunities emerging in many different markets as a result.
"The acquisitions of AAC Cyroma and of Cambridge Graphene are bedding in well and in addition we are now seeing positive signs of recovery in our traditional hard wear business.
"We would like to take this opportunity to thank our continually supportive investor base and our employees for their hard work as we look forward to the future with optimism and confidence."
For further information please contact:
Versarien plc |
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Neill Ricketts - Chief Executive Officer |
+44 (0) 1242 269122 |
Chris Leigh - Chief Financial Officer |
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WH Ireland (Nominated Adviser) |
www.whirelandcb.com |
Mike Coe / Ed Allsopp |
+44 (0) 117 945 3470 |
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IFC Advisory (Financial PR and IR) |
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Tim Metcalfe / Graham Herring / Heather Armstrong |
+44 (0) 20 3053 8671 |
Notes to Editors:
About Versarien
Versarien plc (AIM:VRS), is an advanced engineering materials group. Leveraging proprietary technology, the Group creates innovative engineering solutions for its clients in a diverse range of industries. Versarien has five subsidiaries operating under two divisions:
Thermal and Hard Wear Products
Versarien Technologies Ltd. which produces advanced micro-porous metals targeting the thermal management industry and manufactures extruded aluminium heat sinks for the electronics and computing industries. www.versarien-technologies.co.uk
Total Carbide Ltd, a leading manufacturer in sintered tungsten carbide for applications in arduous environments such as the oil and gas industry. www.totalcarbide.com
Graphene and Plastic Products
2-DTech Ltd, which specialises in the supply, characterisation and early stage development of graphene products. www.2-dtech.com
Cambridge Graphene Ltd, which supplies novel inks based on graphene and related materials, using patented processes and develops graphene materials technology for licensing to manufacturers. www.cambridgegraphene.com
ACC Cyroma Ltd, which specialises in the supply of vacuum-formed and injection-moulded products to the automotive, construction, utilities and retail industry sectors. Using Versarien's existing graphene manufacturing capabilities, AAC will have the ability to produce graphene-enhanced plastic products. www.aaccyroma.co.uk
Chairman's statement
It has been another year of significant progress for Versarien both organically with the progress on graphene products and inorganically with the two acquisitions completed in the period.
Organic Developments
Undoubtedly, the overall focus of the year has been graphene. Versarien has positioned itself to rapidly take advantage of developments in graphene and to commercialise them. We have strengthened both our access to developments and our ability to manufacture.
The Group is working on a wide range of graphene projects and enquiries, many of which are with well known global companies. The majority of projects and enquiries fall broadly into four application categories:
• enhancing the properties of plastics
• enhancing the properties of carbon fibre reinforced plastics
• enhancing batteries and electronic circuits
• materials supplied for research and development purposes
Inorganic developments
During the year Versarien made two strategic acquisitions.
The first was AAC Cyroma Ltd a well established and profitable manufacturing company based in Banbury, Oxfordshire at a cost of £1.7 million. AAC Cyroma manufactures plastic products using injection and vacuum forming processes. As part of the Group it contributed £2.5 million of sales and £0.132 million of ebitda. AAC Cyroma is building upon its existing business with new contacts, optimising its manufacturing processes, capacity and yields. In addition it is now uniquely placed to incorporate Versarien's graphene materials into its products to offer plastic components that have enhanced properties. The acquisition was part funded by a fully subscribed placing of £1.1 million in July 2016.
The second acquisition was of an 85% holding in Cambridge Graphene Ltd. This is a research and development company which has spun out of the University of Cambridge. The company is developing a range of graphene inks which have significant applications in the printing of flexible electronic circuits and sensors. The acquisition of Cambridge Graphene Limited was completed in January 2017 at a cost of £170,000 with expenses in the period of £18,000. It was followed by a successful fundraising of £1.5 million completed in March 2017.
The Company continues to evaluate further acquisition opportunities.
Board
As announced in April I stepped down from the board on 28th June to be able to give more time to my other business interests. I am pleased to have worked with the company during a period which has seen its successful listing on AIM, its reorientation towards Graphene and its growth through five acquisitions. I believe I leave at a time when the company is in good shape and look forward to observing its future development. I remain available to assist the Company as required.
Outlook
The Board remains confident that the Company can continue to capitalise on the progress it has made. In particular, on the strong progress made in Graphene both in terms of material development, manufacturing and sales.
I would like to thank all of our hardworking employees for their contribution towards the significant progress which has been made.
Ian Balchin
Non-Executive Chairman
Chief Executive's statement
Following the acquisition of AAC Cyroma in October 2016 and the purchase of Cambridge Graphene in January 2017 Versarien now consists of two main business segments; Graphene and Plastic Products focussed on delivering graphene solutions through plastics and carbon fibre composites and Thermal and Hard Wear products focussed on delivering copper, aluminium and tungsten carbide products.
Graphene and Plastic Products
Of most significance is the progress we have made during the year in commercialising the production of graphene, having moved out of the laboratory into a scalable production facility in Cheltenham. Graphene Nano-Platelets (GNPs) have been independently tested by the University of Manchester and found to be of the highest quality.
We have entered into agreements to develop graphene enhanced PEK (Polyetherketone) type materials which show up to a 32% improvement in modulus at 3wt% loading, a 21% improvement in ultimate tensile strength of the polymer matrix at 0.5wt% loading and a 17% improvement in elongation to break at 3wt% loading.
We have shipped £100,000 of graphene in the form of few layer GNP's to a European customer and launched our branded graphene product Nanene™ which is manufactured using Versarien's patent protected, mechanised exfoliation process.
We have also launched our new graphene enhanced ABS (Acrylonitrile-Butadiene-Styrene) filament for use in 3D printing which is designed to be suitable for most commercially available fused filament or fused deposition (FDM/FFF) 3D printers with a heated print bed and adjustable temperature settings.
Of most significance is the continued interest that exists in our graphene inks and powders where we already have received multiple global enquiries. These will take time to develop but demonstrate the importance of graphene in a wide variety of future global markets.
The purchase of AAC Cyroma provided a further and significant opportunity to harness Versarien's existing graphene manufacturing capabilities. AAC Cyroma's plastics expertise and plant and equipment will provide the Group with the ability to produce graphene enhanced plastics products.
Thermal and Hard Wear Products
It has been a challenging year for our Hard Wear Products business as it completed its factory move from Princes Risborough to a new facility near Aylesbury. It is now fully operational in a modern environment. We are seeing a gradual upturn in orders and the first two months of the new financial year have seen it return to profitability.
Our copper foam continues to generate some interest but will require further development. Our strategy is to concentrate on the larger opportunities available in graphene whilst still ensuring that we can produce and supply copper foam as required. To this end we have now developed our own copper foam production processes so that we no longer have to rely on the licenced technology that originally formed the basis of development.
Key performance indicators
As a Group that consists of mature products supporting the development of early stage technology products, we concentrate on the following financial metrics:
|
2017 £'000 |
2016 £'000 |
Revenue |
5,928 |
4,401 |
Gross margin percentage |
24% |
24% |
Loss before interest, tax, depreciation, amortisation, exceptional costs and share based charges |
(1,243) |
(1,310) |
Cash generated/(used) by Graphene and Plastic Products |
55 |
(493) |
Cash used by Thermal and Hard Wear Products |
(851) |
(742) |
Cash raised/(utilised) by parent (before loans to/from subsidiaries) |
515 |
(648) |
Net Cash used by the Group |
(281) |
(1,883) |
Current trading and outlook
The current financial year has started positively, in particular marketing the graphene products in Europe, Mexico, Japan and South Korea. Contacts have been established with global companies in each of these regions and work with those companies is on-going. Developing these contacts will require continued investment and continued collaboration with the University of Manchester and Cambridge University but are expected to be transformational for our graphene business.
We look forward with real optimism and confidence to the year ahead.
Neill Ricketts
Chief Executive Officer
Financial Review
Versarien's revenue for the year ended 31 March 2017 was £5.9 million (2016: £4.40 million) with operating losses before exceptional costs, depreciation, amortisation and share based payment charges of £1.2 million (2016: £1.3 million).
Exceptional costs were £0.26 million (2016: £0.15 million) including £0.1 million of acquisition and potential acquisition costs (2016: £0.06 million) £0.15 million of restructuring costs (2016: £0.05 million) and £0.01 million of other costs (2016: £0.04 million). The loss before tax for the year was £2.2 million (2016: £1.8 million).
Group net assets at 31 March 2017 were £6.5 million (2016: £5.5 million) including cash of £1.37 million (2016: £1.65 million) with £0.7m of headroom on our invoice finance facilities (2016: £0.7 million). The directors consider this sufficient for our current activities over the coming twelve months having made certain assumptions, further details of which are contained below.
Borrowings in the year increased by £1.4 million as a result of acquiring AAC Cyroma Limited where net assets acquired included £0.3 million of borrowings and £0.7 million of those assets were leveraged to support the cash consideration payable. In addition financed plant and machinery additions included in the Hard Wear Products factory move amounted to £0.4 million.
Cash outflow from operating activities was £1.3 million (2016: £1.3 million) including the positive effect of working capital management of £0.2 million (2016: £0.1 million). The Group invested £1.3m, net of cash, in acquisitions (2016: £nil), £0.05 million (2016: £0.6 million) in capitalised development costs and £1.0 million (2016: £0.3 million) in plant and machinery.
Going concern
The financial statements, which are not yet approved, have been prepared on a going concern basis, which the Directors believe to be appropriate for the following reasons:
● The Group meets its day-to-day working capital requirements through careful cash management and the use of its invoice discounting facilities which are being increased by its bankers.
● As at 31 March 2017, the Group had bank balances totalling £1.4million with £0.7 million of headroom on its invoice discounting facilities.
● The Directors have prepared detailed projections of expected future cash flows for a period of twelve months from the date of issue of this preliminary statement. These show that the Group is expected to have sufficient cash available to meet its obligations as they fall due for the foreseeable future (at least twelve months).
● The projections contain growth assumptions about the sales performance of its technological products and the state of the oil and gas sectors. There is therefore a risk that trading performance could be below expectation which could lead to a requirement to take mitigating action. Such actions could include raising more cash via an equity placing (there is a track record of successful placings) or, in the absence of a funding round, cost reduction in the Group. The Directors have prepared sensitized projections for these scenarios which indicate that sufficient cash reserves for the foreseeable future (at least twelve months) would exist.
● Other factors that have been taken into account in the Directors' assessment of going concern include:
- The Directors expect to renew the authority to place a minimum of 10% of the existing share capital for cash without pre-emption rights;
- The accuracy of forecasts;
- The continuation and adequacy of bank facilities; and
- There are a number of mitigating actions that the Group could implement, such as reducing the funds spent on development of its technologies and overheads.
After due consideration, the Directors have concluded that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future (at least twelve months). For this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements.
Chris Leigh
Chief Financial Officer
Group statement of comprehensive Income (unaudited)
Year ended 31 March 2017
|
Notes |
2017 £'000 |
2016 £'000 |
Continuing operations |
|
|
|
Revenue |
2 |
5,928 |
4,401 |
Cost of sales |
|
(4,531) |
(3,340) |
Gross profit |
|
1,397 |
1,061 |
Other operating income |
|
180 |
57 |
Operating expenses (including exceptional items) |
|
(3,769) |
(2,932) |
Loss from operations before exceptional items |
|
(1,929) |
(1,666) |
Exceptional items |
3 |
(263) |
(148) |
Loss from operations |
|
(2,192) |
(1,814) |
Finance charge |
|
(10) |
(7) |
Loss before income tax |
|
(2,202) |
(1,821) |
Income tax |
|
- |
31 |
Loss for the year |
|
(2,202) |
(1,790) |
|
|
|
|
Loss attributable to: |
|
|
|
- Owners of the parent company |
|
(2,132) |
(1,745) |
- Non-controlling interest |
|
(70) |
(45) |
|
|
(2,202) |
(1,790) |
|
|
|
|
Loss per share attributable to the equity holders of the Company: |
|
|
|
|
|
|
|
Basic and diluted loss per share |
5 |
(1.85)p |
(1.65)p |
There were no comprehensive gains or losses in the year other than those included in the Comprehensive Income Statement.
Group statement of financial position (unaudited)
As at 31 March 2017
|
Notes |
2017 £'000 |
2016 £'000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Intangible assets |
6 |
2,923 |
1,910 |
Property, plant and equipment |
7 |
3,106 |
1,487 |
Deferred taxation |
|
25 |
25 |
|
|
6,054 |
3,422 |
Current assets |
|
|
|
Inventory |
|
1,888 |
1,472 |
Trade and other receivables |
|
1.945 |
816 |
Cash and cash equivalents |
|
1,367 |
1,648 |
|
|
5,200 |
3,936 |
Total assets |
|
11,254 |
7,358 |
Equity |
|
|
|
Called up share capital |
8 |
1,313 |
1,056 |
Share premium account |
8 |
9,762 |
7,163 |
Merger reserve |
|
1,256 |
1,017 |
Share-based payment reserve |
|
115 |
91 |
Retained losses |
|
(5,844) |
(3,712) |
Equity attributable to owners of the parent company |
|
6,602 |
5,615 |
Non-controlling interest |
|
(137) |
(67) |
Total equity |
|
6,465 |
5,548 |
|
|
|
|
Liabilities |
|
|
|
Non-current liabilities |
|
|
|
Trade and other payables |
|
271 |
376 |
Provisions |
|
80 |
- |
Deferred tax |
|
64 |
- |
Long-term borrowings |
|
657 |
58 |
|
|
1,072 |
434 |
Current liabilities |
|
|
|
Trade and other payables |
|
2,726 |
1,005 |
Provisions |
|
- |
208 |
Invoice discounting advances |
|
735 |
116 |
Current portion of long-term borrowings |
|
256 |
47 |
|
|
3,717 |
1,376 |
Total liabilities |
|
4,789 |
1,810 |
Total equity and liabilities |
|
11,254 |
7,358 |
Group statement of changes in equity (unaudited)
Year ended 31 March 2017
|
Share capital £'000 |
Share premium account £'000 |
Merger reserve £'000 |
Share-based payment reserve £'000 |
Retained earnings £'000 |
Non-controlling Interest £'000 |
Total equity £'000 |
At 1 April 2015 |
1,055 |
7,150 |
1,017 |
94 |
(1,967) |
(22) |
7,327 |
Issue of shares |
1 |
13 |
- |
- |
- |
- |
14 |
Loss for the year |
- |
- |
- |
- |
(1,745) |
(45) |
(1,790) |
Share-based payments |
- |
- |
- |
(3) |
- |
-- |
(3) |
At 31 March 2016 |
1,056 |
7,163 |
1,017 |
91 |
(3,712) |
(67) |
5,548 |
Issue of shares |
257 |
2,599 |
239 |
- |
- |
- |
3,095 |
Loss for the year |
- |
- |
- |
- |
(2,132) |
(70) |
(2,202) |
Share-based payments |
- |
- |
- |
24 |
- |
- |
24 |
At 31 March 2017 |
1,313 |
9,762 |
1,256 |
115 |
(5,844) |
(137) |
6,465 |
Statement of Group cash flows (unaudited)
Year ended 31 March 2017
|
Notes |
Group 2017 £'000 |
Group 2016 £'000 |
Cash flows from operating activities |
|
|
|
Cash used in operations |
9 |
(1,250) |
(1,253) |
Interest (paid)/received |
|
(10) |
(7) |
Net cash used in operating activities |
|
(1,260) |
(1,260) |
Cash flows from investing activities |
|
|
|
Acquisition of subsidiaries (net of cash acquired) |
|
(1,324) |
- |
Purchase of intangible assets |
|
(52) |
(553) |
Purchase of property, plant and equipment |
|
(977) |
(269) |
Net cash used in investing activities |
|
(2,353) |
(822) |
Cash flows from financing activities |
|
|
|
Share issue |
|
2,560 |
14 |
Share issue costs |
|
(67) |
- |
Finance leases (net of repayments) |
|
776 |
69 |
Invoice discounting loan proceeds |
|
63 |
116 |
Net cash generated from financing activities |
|
3,332 |
199 |
Decrease in cash and cash equivalents |
|
(281) |
(1,883) |
Cash and cash equivalents at beginning of year |
|
1,648 |
3,531 |
Cash and cash equivalents at end of year |
|
1,367 |
1,648 |
Notes (unaudited)
1. Basis of preparation
The consolidated financial statements consolidate the results of the Company and its subsidiaries (together referred to as the "Group").
The financial information included in this preliminary announcement does not constitute statutory accounts of the Group for the years ended 31 March 2017 or 31 March 2016. The financial information for the year ended 31 March 2016 is derived from statutory accounts upon which the auditors have reported. Their report 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 auditors work on the statutory accounts of the Group for the year ended 31 March 2017 is not yet complete.
Both the consolidated financial statements and the Company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRSs").
2. Segmental reporting
At 31 March 2017 the Group was organised into two business segments. Central costs are reported separately.
Information reported to the Group's Chief Executive Officer for the purposes of resource allocation and assessment of performance is focused on the two principal business segments of graphene/plastic products and thermal/hard wear products and, accordingly, the Group's reportable segments under IFRS 8 are based on these activities.
Segment profit/(loss) represents the profit/(loss) earned by each segment, including a share of central administration costs, which are allocated on the basis of actual use or pro rata to sales. This is the measure reported to the Chief Executive Officer for the purposes of resource allocation and assessment of segment performance.
The segment analysis for the period ended 31 March 2017 is as follows:
|
Central £'000 |
Graphene and Plastic Products £'000 |
Thermal and Hard Wear Products £'000 |
Intra-group adjustments £'000 |
Total £'000 |
Revenue |
- |
2,628 |
3,300 |
- |
5,928 |
Gross profit |
- |
685 |
712 |
- |
1,397 |
Other operating income |
- |
123 |
57 |
- |
180 |
Operating expenses |
(712) |
(1,360) |
(1,672) |
(25) |
(3,769) |
(Loss) from operations |
(712) |
(552) |
(903) |
(25) |
(2,192) |
Finance income/(charge) |
1 |
(9) |
(2) |
- |
(10) |
(Loss) before tax |
(711) |
(561) |
(905) |
(25) |
(2,202) |
Total assets |
7,107 |
3,907 |
5,253 |
(5,013) |
11,254 |
Total liabilities |
(1,058) |
(4,058) |
(4,620) |
4,947 |
(4,789) |
Net assets/net (liabilities) |
6,049 |
(151) |
633 |
(66) |
6,465 |
Capital expenditure |
4 |
130 |
947 |
- |
1,081 |
Depreciation/amortisation |
1 |
274 |
362 |
25 |
662 |
The segment analysis for the period ended 31 March 2016 is as follows:
|
Central £'000 |
Graphene and Plastic Products £'000 |
Thermal and Hard Wear Products £'000 |
Intra-group adjustments £'000 |
Total £'000 |
Revenue |
- |
16 |
4,389 |
(4) |
4,401 |
Gross (loss)/profit |
- |
(4) |
1,065 |
- |
1,061 |
Other operating income |
- |
31 |
26 |
- |
57 |
Operating expenses |
(600) |
(364) |
(1,943) |
(25) |
(2,932) |
(Loss) from operations |
(600) |
(337) |
(852) |
(25) |
(1,814) |
Finance income/(charge) |
5 |
(2) |
(10) |
- |
(7) |
(Loss) before tax |
(595) |
(339) |
(862) |
(25) |
(1,821) |
Total assets |
7,424 |
637 |
4,998 |
(5,701) |
7,358 |
Total liabilities |
(331) |
(1,084) |
(3,460) |
3,065 |
(1,810) |
Net assets/net (liabilities) |
7,093 |
(447) |
1,538 |
(2,636) |
5,548 |
Capital expenditure |
3 |
46 |
220 |
- |
269 |
Depreciation/amortisation |
- |
13 |
321 |
25 |
359 |
Geographical information
The Group's revenue from external customers and information about its segment assets by geographical location are detailed below:
|
Revenue from external customers |
|
Non-current assets |
||
|
2017 £'000 |
2016 £'000 |
|
2017 £'000 |
2016 £'000 |
United Kingdom |
4,823 |
3,176 |
|
6,054 |
3,422 |
Rest of Europe |
763 |
877 |
|
- |
- |
North America |
11 |
10 |
|
- |
- |
Other |
331 |
338 |
|
- |
- |
|
5,928 |
4,401 |
|
6,054 |
3,422 |
3. Exceptional items
|
2017 £'000 |
2016 £'000 |
Relocation and restructuring costs |
154 |
52 |
Acquisition costs |
105 |
60 |
Other |
4 |
36 |
|
263 |
148 |
4. Dividends
As stated in the AIM admission document, the Board will not be declaring or proposing any dividends until such time as the commercialisation of its product portfolio has generated sufficient distributable reserves from which to do so.
5. Loss per ordinary share
The calculation of the basic loss per share for the period ended 31 March 2017 and 31 March 2016 is based on the losses attributable to the shareholders of Versarien plc divided by the weighted average number of shares in issue during the year. The calculation of diluted earnings per share is based on the basic earnings per share adjusted to allow for the issue of shares on the assumed conversion of all dilutive options. However, in accordance with IAS 33 "Earnings Per Share" potential ordinary shares are only considered dilutive when their conversion would decrease the profit per share or increase the loss per share. As at 31 March 2017 there were 3,819,862 (2016: 3,819,862) potential ordinary shares which have been disregarded in the calculation of diluted earnings per share as they were considered non-dilutive at that date.
|
Loss attributable to shareholders £'000 |
Weighted average number of shares '000 |
Basic loss per share pence |
Year ended 31 March 2017 |
(2,132) |
115,292 |
(1.85) |
Year ended 31 March 2016 |
(1,745) |
105,588 |
(1.65) |
6. Intangible assets
|
Goodwill £'000 |
Other intangibles £'000 |
Total £'000 |
Cost |
|
|
|
At 1 April 2015 |
1,013 |
611 |
1,624 |
Acquisitions |
10 |
- |
10 |
Additions |
- |
553 |
553 |
At 1 April 2016 |
1,023 |
1,164 |
2,187 |
Acquisitions |
1,144 |
179 |
1,323 |
Additions |
- |
52 |
52 |
At 31 March 2017 |
2,167 |
1,395 |
3,562 |
Accumulated amortisation and impairment |
|
|
|
At 1 April 2015 |
- |
122 |
122 |
Amortisation charge |
- |
155 |
155 |
At 1 April 2016 |
- |
277 |
277 |
Amortisation charge |
- |
362 |
362 |
At 31 March 2017 |
- |
639 |
639 |
Carrying value |
|
|
|
At 31 March 2017 |
2,167 |
756 |
2,923 |
At 31 March 2016 |
1,023 |
887 |
1,910 |
On 1 October 2016 the Company completed the acquisition of AAC Cyroma Limited for an initial cash consideration of £1.33 million and £0.27 million in new Versarien shares at a price of 10 pence per share.
On 19 January 2017 the Company completed the acquisition of Cambridge Graphene Limited for £0.025 million in cash and £0.145 million in new Versarien shares at a price of 10 pence per share.
The provisional fair value of the assets and liabilities acquired were as follows:
|
AAC £'000 |
Cambridge Graphene £'000 |
Total £'000 |
Non-current assets |
|
|
|
Intangible assets |
135 |
44 |
179 |
Property, plant and equipment |
952 |
- |
952 |
|
1,087 |
44 |
1,131 |
Current assets |
|
|
|
Inventories |
353 |
- |
353 |
Trade and other receivables |
997 |
1 |
998 |
Cash and cash equivalents |
36 |
4 |
40 |
|
1,386 |
5 |
1,391 |
Total assets |
2,473 |
49 |
2,522 |
Current liabilities |
|
|
|
Trade and other payables |
1,344 |
88 |
1,432 |
Obligations under finance leases |
17 |
- |
17 |
Invoice finance |
255 |
- |
255 |
Deferred taxation |
107 |
- |
107 |
Total current liabilities |
1,723 |
88 |
1,811 |
|
|
|
|
Net assets acquired |
750 |
(39) |
711 |
Goodwill |
935 |
209 |
1,144 |
Consideration |
1,685 |
170 |
1,855 |
|
|
|
|
Consideration satisfied by: |
|
|
|
Shares issued |
266 |
145 |
411 |
Cash |
1,339 |
25 |
1,364 |
Deferred consideration |
80 |
- |
80 |
|
1,685 |
170 |
1,855 |
Other intangible assets
|
31 March 2017 £'000 |
31 March 2016 £'000 |
Customer relationships/order books |
167 |
68 |
Development costs |
410 |
647 |
Licence |
42 |
13 |
Intellectual property |
137 |
159 |
Total |
756 |
887 |
7. Property, plant and equipment
Group |
Plant and equipment £'000 |
Leasehold improvements £'000 |
Total £'000 |
Cost |
|
|
|
At 1 April 2015 |
6,004 |
- |
6,004 |
Additions |
253 |
16 |
269 |
Disposals |
(14) |
- |
(14) |
At 1 April 2016 |
6,243 |
16 |
6,259 |
Additions |
573 |
456 |
1,029 |
Acquisitions |
2,891 |
16 |
2,907 |
Disposals |
(683) |
- |
(683) |
At 31 March 2017 |
9,024 |
488 |
9,512 |
Accumulated depreciation |
|
|
|
At 1 April 2015 |
4,581 |
- |
4,581 |
Disposals |
(13) |
- |
(13) |
Charge for the year |
202 |
2 |
204 |
At 1 April 2016 |
4,770 |
2 |
4,772 |
Acquisitions |
1,948 |
6 |
1,954 |
Charge for the year |
288 |
12 |
300 |
Disposals |
(620) |
- |
(620) |
At 31 March 2017 |
6,386 |
20 |
6,406 |
Net book value |
|
|
|
At 31 March 2017 |
2,638 |
468 |
3,106 |
At 31 March 2016 |
1,473 |
14 |
1,487 |
Plant and equipment includes the following amounts where the Group is a lessee under finance leases and hire purchase contracts:
|
Group 2017 £'000 |
Group 2016 £'000 |
Cost |
3,530 |
232 |
Accumulated depreciation |
(2,089) |
(50) |
Net book value |
1,441 |
182 |
8. Called up share capital and share premium
|
Number of shares '000 |
Ordinary shares £'000 |
Share premium £'000 |
Total £'000 |
At 1 April 2015 |
105,521 |
1,055 |
7,150 |
8,205 |
Issue of shares |
110 |
1 |
13 |
14 |
At 31 March 2016 |
105,631 |
1,056 |
7,163 |
8,219 |
Issue of shares |
25,700 |
257 |
2,599 |
2,856 |
At 31 March 2017 |
131,331 |
1,313 |
9,762 |
11,075 |
9. Cash flows from operating activities
|
|
||
2017 £'000 |
2016 £'000 |
|
|
Loss before tax |
(2,202) |
(1,821) |
|
Adjustments for: |
|
|
|
Share-based payments |
24 |
(3) |
|
Depreciation |
300 |
204 |
|
Amortisation |
362 |
155 |
|
Disposal of non-current assets |
11 |
1 |
|
R&D tax credit repayment |
- |
71 |
|
Finance cost |
10 |
7 |
|
Decrease in trade and other receivables |
169 |
446 |
|
Increase in inventories |
(63) |
(363) |
|
Increase in trade and other payables |
139 |
50 |
|
Cash flows from operating activities |
(1,250) |
(1,253) |
10. Report and accounts
Copies of the 2017 Annual Report and Accounts will be posted to shareholders in due course once they are finalised and approved. Further copies may be obtained by contacting the Company Secretary at the registered office. In addition, the 2017 Annual Report and Accounts will be available to download from the investor relations section on the Company's website www.versarien.com.
- Ends -