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SPSY Spectra Systems Corporation

223.00
0.00 (0.00%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Spectra Systems Corporation LSE:SPSY London Ordinary Share COM SHS USD0.01 (UNRES)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 223.00 216.00 230.00 223.00 223.00 223.00 12,236 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Computer Programming Service 19.63M 6.15M 0.1364 19.06 117.15M

Spectra Systems Corporation Interim Results for Six Months Ended 30 June 2022 (0189Z)

12/09/2022 7:01am

UK Regulatory


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TIDMSPSY TIDMSPSC

RNS Number : 0189Z

Spectra Systems Corporation

12 September 2022

Spectra Systems Corporation

Interim Results for the Six Months Ended 30 June 2022

Spectra Systems Corporation (the "Company"), a leader in machine-readable high speed banknote authentication, brand protection technologies, and gaming security software, is pleased to announce its interim results for the six months ended 30 June 2022.

Financial highlights:

   --      Revenue of $9,265k (2021: $8,023k) up 15% 
   --      Adjusted EBITDA (1) up 8% at $3,818k (2021: $3,522k) 
   --      Adjusted PBTA (1) up 8% to $3,669k (2021: $3,383k) 
   --      Adjusted earnings(2) per share down 7% to US $6.2 cents (2021: US $6.7 cents) 
   --      Cash generated from operations of $7,245k (2021: $4,464k) 
   --      Annual 2021 dividend of US$0.11 per share ($5,004k in aggregate) paid in June 2022 
   --      Strong, debt-free balance sheet, with cash (3) of $17,961k (2021: $12,851k) at 30 June 
   --      Buy-back of 350,000 shares in the period 

(1) Before stock compensation expense and excludes noncontrolling interest

(2) Before amortization and stock compensation expense, excludes noncontrolling interest and fewer remaining tax credits

(3) Does not include $500,000 (2021: $1,099k) of restricted cash and investments

Operational highlights:

-- Increased total central bank sensor revenue with additional contract enhancements (amendments) for increased sensor testing and more flexibility with sorter integration

-- Began a funded development to mitigate supply chain impacts in raw materials with a central bank customer

-- Successfully completed a second gravure test of TruBrand(TM) with a major cigarette supplier in China

   --      Executed an agreement with a strategic partner for dairy and transit licences in India 

-- Rollout of our Fusion(TM) machine readable polymer substrate at the Banknote 2022 conference

   --      Sale of our first Banknote Disinfection System to an Asian central bank 

-- Achieved a nearly three-fold increase in sales revenue for K-cup optical materials through a second large customer

-- Provided polymer substrate samples to a Middle Eastern central bank with a second set being delivered in H2 of 2022

-- Expanded the lottery business into Canada with a new contract award and renewed a long-term US customer contract

Commenting on the results, Nabil Lawandy, Chief Executive Officer, said:

"The Company's first half revenues and earnings are up substantially from the six months ended June 30, 2021 and in line with the Board's upward revised expectations for H1. Our cash position has greatly increased due to sensor development prepayments, additional sales, and release of part of the restricted cash associated with the last sensor deployment.

We have obtained new business from a long-standing central bank customer which supports our position as the technology leader for the highest-level security requirements. During 2022 the Company has been granted additional contract enhancements (amendments) which have increased the value of the sensor development work to $14.4MM for this customer. Based on the current program timeline, we continue to plan around a late 2024 delivery for the first order of sensors with the total value of all units after delivery being approximately $50m with additional ongoing service revenues.

Spectra Systems, with our proven track record of developing solutions for our customers in record time, has capitalized on the environment that was created by the Covid-19 pandemic. While other companies complained that they could not source materials and electronics components we took the approach of solving the problems for our customers. Our efforts on this front have been two-fold:

-- We have initiated a program with a central bank customer to shore up the supply chain for taggants by manufacturing in-house a previously commercially sourced chemical. This effort will result in development payments and an ongoing price increase for our high-performance consumables; and

-- We developed the world's largest capacity, and shortest process time, banknote disinfection machine and sold our first unit to an Asian central bank.

On the optical materials front, we have significantly grown revenue from K-cup printers and have had successful TruBrand(TM) gravure print trials with a second major cigarette supplier in China. In addition, we are commencing a new testing program with a large Japanese label supplier, and have executed a supply agreement with a strategic partner in India for dairy products and transit vouchers.

Finally, our gaming software operation continues to make steady progress towards completion of our new Integrity product which will result in a more compelling sales proposition as well as a reduction in support costs going forward. Completion of the new Premier Integrity product is expected to be in late 2023.

"The Board therefore believes that the Company is on track to achieve record earnings and meet market expectations for the full year."

 
     Spectra Systems Corporation                            Tel: +1 (0)401 274 4700 
      Dr. Nabil Lawandy, Chief Executive Officer 
     WH Ireland Limited (Nominated Adviser and              Tel: +44 (0)20 7220 1650 
      Joint Broker) 
      Chris Fielding (Head of Corporate Finance) 
                                                             Tel: +44 (0)20 3328 5665 
      Allenby Capital Limited (Joint Broker) 
      Nick Naylor/James Reeve (Corporate Finance) 
      Amrit Nahal (Sales and Corporate Broking) 
 
 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Chief Executive Officer's statement

Introduction

Already in 2022, we have upgraded market expectations twice and are now significantly outperforming H1 2021 results while our cash position is the highest in the company's history and nearly at the IPO closing levels.

Revenue was up 15% at $9,265k (2021: $8,023k) for the first half of the year. The increased revenues in the first half are derived principally from pre-production development contracts as well as larger demand for our materials to meet increased banknote demands of one of our existing central bank customers.

As a result of the increased revenue, adjusted EBITDA (before stock compensation expense) for the half year increased 8%, to $3,818k compared to the prior year of $3,552k.

Having generated cash from operations of $7,245k (2021: $4,464k), cash at the period end amounted to $17,961k (2021: $12,851k), excluding $500,000 of restricted cash and investments (2021: $1,099k). This is notwithstanding $5,004k paid to shareholders during June in the form of the Company's dividend of $0.11 per share and $570k used for buying back 350,000 shares.

Review of Operations

Physical and Software Authentication Business

The Authentication Systems business generated revenue of $8,565k (2021: $7,103k) and Adjusted EBITDA of $3,878k (2021: $3,470k). Authentication Systems revenues are driven by sales of covert materials and their associated equipment and service, optical and security phosphour materials and licence payments from our licensee. The increased revenue is due to a combination of sizable materials orders and increased sensor development funding from our long-standing central bank customer, as well as increased optical materials sales. The increase in development funding as well as the central bank lowering our performance bond has also significantly increased our cash position. We continue to move forward with this central bank towards the delivery of the first sensors in late 2024.

Through our vertically integrated manufacturing we have been able to produce high quality conducting and opacified polymer substrate for evaluation by central banks, ink suppliers and printing organizations. We have produced a large number of custom designed sheets for a Middle Eastern central bank print trial which has resulted in a request for a second set of substrate sheets to be delivered in 2022 for further evaluation. In addition, the Company has formed a close working relationship with the largest commercial printer of polymer banknotes and is developing a house note which will incorporate both our Fusion(TM) machine readable security as well as their newest public security feature. The Directors understand that the result of this joint development will produce polymer banknotes of the highest quality for a joint marketing effort.

We are increasing our sales and marketing efforts for Fusion(TM) as well as our suite of banknote products and are taking full advantage of the availability of experienced individuals, as well as equipment, which have become available since the closing of the Portals Overton facility.

With the TruBrand(TM) authentication product having been successfully introduced into the Chinese tobacco market with over 6 million packs with our smartphone authentication in retail stores in 2019, we have completed two successful gravure tests with another large supplier of cigarettes in China. Although these successful trials resulted in a binding agreement with this supplier, progress has been stalled by recent political tensions between the USA and China. We continue to expand our search for new TruBrand(TM) customers outside of China, including a major Japanese printer, a partnership with a company in India bidding on authentication of both dairy products as well as transit certificates, and tax stamps in a European country.

In addition, we are in an evaluation phase aimed at increasing the customer base for the other authentication technology we acquired several years ago with a printer for a well-respected French luxury brand to help protect their products sold in China. The Company also expects to fill orders in H2 for over a hundred handheld readers for use in authentication tax stamps produced by a large banknote printer.

Our K-cup materials business has grown significantly after a new customer began purchasing our products in H2 of 2021. Revenues for the full year 2022 are expected to be nearly three times higher than 2021. Through an internal development effort, we have achieved a significant cost reduction for manufacturing the covert materials, further boosting our margins on this product.

On the software security side of the Company's business, the Secure Transactions Group, formed around two gaming technology acquisitions made in 2012, generated an Adjusted EBITDA of ($60K) (2021: $112k) on revenue of $700k (2021: $920k). The H1 results are in line with expectations as we continue development of a new software platform with heavy staffing costs depressing EBITDA. While this development continues, we are focusing on the online lottery sector which grew during the pandemic through a partnership with NextGen Lotteries.

Banknote Cleaning and Disinfection Business

We have sold our first Banknote Disinfection System (BDS) for use by an Asian central bank. The unit will be installed in H2 and the terms included a 30% up-front payment as well as a follow-on service agreement. As this system is scalable from 250,000 notes to over five million notes in a single cycle of one hour, we have the ability to accommodate a large spread of potential customer requirements. With this first unit sold, we are ramping up our sales and marketing process to other central banks as well as the casino industry.

Solaris BioSciences Investment Asset

In December 2020, the Company made an investment in Solaris BioSciences, whose results are consolidated by the Company. The technology is entirely optical and has three major target opportunities which are all focused on extremely low volumes of biofluids: blood plasma viscosity for inflammation, milk viscosity for dysphagia in newborns, and protein markers for cancer survivors to track metastasis. The combined market opportunity for a two-minute, microliter sample volume (pinprick) tests are believed to be well over 1 billion per annum in consumables.

During H1, Solaris BioSciences Holdings was formed as a UK company and has obtained EIS status with HMRC. Solaris has also engaged W H Ireland to undertake a private equity financing which is currently underway.

Corporate Governance

Spectra Systems is an AIM listed company and has always tried to abide by best practices as advised by both our bankers as well as our shareholders. Recently ISS has issued certain recommendations regarding board composition, committee assignments, and option grants.

Our board has comprised the same Directors since our listing with the exception of the addition of Mr. Jeremy Fry (UK based) who replaced Mr. Martin Jaskel after his untimely passing away. In order to add a new dimension to the board, we are actively recruiting a new board member. We have identified a candidate and are working through the regulatory approval process.

With the addition of this new board member, Dr. Nabil Lawandy will be able to exit the Audit Committee assignment as there will be a suitable replacement to share the burden of committee assignments.

With regards to Director option grants, the Company has adopted a new policy which will allow new Directors to receive a one-time option grant upon joining the board of directors. Going forward, no Directors will be issued new options beyond the ones received at joining the board. This is a compromise position relative to USA standards and ISS recommendations that Directors hold no options.

Strategy

The Company's strategy for increasing revenue and earnings continues to be focused on selling more products to existing customers as well as opening new sales channels for the full spectrum of our product offering. We have had very good success in upselling existing central bank customers and commercially exploiting supply chain and pandemic related issues as part of our strategy. Examples of these successes are the expansion of sensor capabilities for exotic counterfeits, the development and first sale of a banknote disinfection machine, and the commencement of a program with our customer to deal with supply chain issues now and going forward.

Our strategy for growing our newest and potentially transformative technology for polymer banknotes is based on validation, followed by commemorative banknote contract and then a full banknote denomination contract. The validation is focused on three major stakeholders in the polymer banknote industry: the ink manufacturers, the commercial printers, and the state printworks. Our primary targets are central banks which are currently using paper substrates and are contemplating a transition to polymer as well as central banks who have decided not to use polymer for higher denominations due to security concerns.

With regards to our optical materials and brand authentication products, we continue to propose to both central banks and overt security suppliers the concept of upgrading such features to incorporate public and machine-readable security. The strategy behind this approach is based around partnering with current contract holders who can benefit from our technology and materials to upsell their existing customers. This approach is being implemented with TruBrand(TM) as well as with our gaming software business where we have partnered with online lottery suppliers to mutually benefit from the combination of capabilities at a compelling price point.

Finally, we are exploring possible mergers and acquisitions which can immediately open doors to implement our upselling strategy and expand our customer base. The exploration of such opportunities has always been in the background but is now becoming more viable at larger scales as we expect to have significant cash resources through the successful delivery of the major central bank sensor contract.

Prospects

The Company continues to have a multitude of new short-term and long-term prospects. The short-term opportunities are expected in the 2022-2024 period and the long-term opportunities are expected in the 2025-2030-time frame.

The near-term opportunities are:

o A new supply chain impact mitigation contract with a central bank

o Increase in taggant pricing with a central bank customer

o Completion of sensor development and revenue recognition of the remaining $7.7m of sensor development payments

o New online Quality Control system contract

o First sensor shipments to a central bank

o TruBrand(TM) revenue reaching $1m per annum levels

o Sale of additional Banknote Disinfection Systems

o Increased sales of our newest phosphour products

o Expansion of our gaming software business in Canada and other non-USA customers and in the online lottery market

The longer-term opportunities are:

o A commemorative note series using our Fusion polymer substrate

o Supply of upgraded sensors worth up to $50MM in hardware to a central bank customer

o Supply of Fusion(TM) polymer substrate and sensors to a central bank for a banknote denomination

o Significantly increased adoption of covert authentication materials by a current or new central bank customer

The combination of these prospects, both short and long-term, has positioned the Company to continue its revenue and earnings growth over the coming years. We continue to develop cutting edge technologies to remain the technology leader in the authentication industry and to offer our shareholders growth through innovation for both new and existing customers.

Nabil M. Lawandy

Chief Executive Officer

September 12, 2022

Consolidated statements of income

for the half year ended 30 June 2022

 
                                                        Half Year       Half Year       Full Year 
                                                        to 30 Jun       to 30 Jun       to 31 Dec 
                                                           2022            2021            2021 
                                                        Unaudited       Unaudited        Audited 
                                            Note        USD '000        USD '000        USD '000 
     Revenues 
      Product                                           $ 5,488         $ 4,607         $ 9,281 
      Service                                            2,907           2,548           5,524 
      License and royalty                                870             868             1,787 
                                                   --------------  --------------  -------------- 
     Total revenues                                      9,265           8,023           16,592 
 
     Cost of sales                                       3,145           2,578           6,069 
                                                   --------------  --------------  -------------- 
 
      Gross profit                                       6,120           5,445           10,523 
 
     Operating expenses 
      Research and development                           837             755             1,399 
      General and administrative                         1,481           1,433           2,743 
      Sales and marketing                                478             230             471 
                                                   --------------  --------------  -------------- 
     Total operating expenses                            2,796           2,418           4,613 
                                                   --------------  --------------  -------------- 
 
      Operating profit                                   3,324           3,027           5,910 
 
     Interest and other income                           8               29              40 
     Loss on sale of equipment                           -               (19)            (19) 
     Foreign currency gain(loss)                         3               (3)             12 
                                                   --------------  --------------  -------------- 
 
      Profit before taxes                                3,335           3,034           5,943 
 
     Income tax expense                                  707             157             878 
                                                   --------------  --------------  -------------- 
 
      Net income                                         2,628           2,877           5,065 
 
     Net loss attributable 
      to noncontrolling interest                          22              71              98 
                                                   --------------  --------------  -------------- 
 
     Net income attributable 
      to Spectra Systems Corporation                      $ 2,650         $ 2,948         $ 5,163 
                                                   ==============  ==============  ============== 
 
     Earnings per share 
      Basic                                             $ 0.06          $ 0.06          $ 0.11 
      Diluted                                           $ 0.06          $ 0.06          $ 0.11 
 
 

All of the Group's operations are continuing

Consolidated statements of comprehensive income

for the half year ended 30 June 2022

 
                                         Half Year       Half Year       Full Year 
                                         to 30 Jun       to 30 Jun       to 31 Dec 
                                            2022            2021            2021 
                                         Unaudited       Unaudited        Audited 
                                         USD '000        USD '000        USD '000 
 
     Net income                          $ 2,628         $ 2,877         $ 5,065 
 
       Other comprehensive 
       income (loss) 
     Unrealized gain (loss) 
      on currency exchange                 1               (6)             10 
     Reclassification for 
      realized (gain) loss 
      in net income                        (3)             3               (12) 
                                    --------------  --------------  -------------- 
 
      Total other comprehensive 
       loss                                (2)             (3)             (2) 
                                    --------------  --------------  -------------- 
 
     Comprehensive income                 2,626           2,874           5,063 
 
     Net loss attributable 
      to noncontrolling interest           22              71              98 
                                    --------------  --------------  -------------- 
 
     Comprehensive income 
      attributable to Spectra 
      Systems Corporation                $ 2,648         $ 2,945         $ 5,161 
 
 
 
 

Consolidated balance sheets

as of 30 June 2022

 
                                                                      As of             As of             As of 
                                                                   30 Jun 2022       30 Jun 2021       31 Dec 2021 
                                                                    Unaudited         Unaudited          Audited 
                                                                    USD '000          USD '000          USD '000 
     Current assets 
     Cash and cash equivalents                                     $ 17,961          $ 12,851          $ 16,775 
     Trade receivables, net of allowance                            1,384             1,870             2,242 
     Unbilled and other receivables                                 527               478               630 
     Inventory                                                      2,192             2,737             1,944 
     Prepaid expenses                                               1,272             327               299 
      Total current assets                                          23,336            18,263            21,889 
 
     Non-current assets 
     Property, plant and equipment, net                             1,617             1,557             1,439 
     Operating lease right of use assets, net                       828               1,045             972 
     Intangible assets, net                                         7,057             7,178             7,161 
     Restricted cash and investments                                500               1,099             500 
     Deferred tax assets                                            530               1,400             1,080 
     Other assets                                                   105               118               111 
                                                              ----------------  ----------------  ---------------- 
      Total non-current assets                                      10,637            12,397            11,263 
 
      Total assets                                                 $ 33,973          $ 30,660          $ 33,152 
                                                              ================  ================  ================ 
 
     Current liabilities 
     Accounts payable                                              $ 664             $ 681             $ 490 
     Accrued expenses and other liabilities                         465               446               512 
     Operating lease liabilities, short term                        289               267               286 
     Taxes payable                                                  49                28                262 
     Deferred revenue                                               1,898             2,066             2,184 
                                                              ----------------  ----------------  ---------------- 
      Total current liabilities                                     3,365             3,488             3,734 
 
     Non-current liabilities 
     Operating lease liabilities, long term                         595               827               739 
     Deferred revenue                                               4,968             650               758 
                                                              ----------------  ----------------  ---------------- 
      Total non-current liabilities                                 5,563             1,477             1,497 
 
      Total liabilities                                             8,928             4,965             5,231 
                                                              ----------------  ----------------  ---------------- 
 
     Stockholders' equity 
     Common stock                                                   451               453               453 
     Additional paid in capital - common stock                      53,336            53,795            53,833 
     Accumulated other comprehensive loss                           (138)             (137)             (137) 
     Accumulated deficit                                            (29,224)          (29,085)          (26,870) 
 
      Total Spectra Systems Corporation stockholders' equity         24,425            25,026            27,279 
     Noncontrolling interest                                        620               669               642 
                                                              ----------------  ----------------  ---------------- 
      Total stockholders' equity                                    25,045            25,695            27,921 
                                                              ----------------  ----------------  ---------------- 
 
      Total liabilities and stockholders' equity                   $ 33,973          $ 30,660          $ 33,152 
                                                              ================  ================  ================ 
 

Consolidated statements of cash flows

for the half year ended 30 June 2022

 
                                               Half Year       Half Year       Full Year 
                                               to 30 Jun       to 30 Jun       to 31 Dec 
                                                  2022            2021            2021 
                                               Unaudited       Unaudited        Audited 
                                               USD '000        USD '000        USD '000 
     Cash flows from operating 
      activities 
     Net income                                $ 2,628         $ 2,877         $ 5,065 
     Adjustments to reconcile net 
      income to net cash provided 
      by operating activities 
      Depreciation and amortization             418             398             831 
      Stock based compensation expense          65              33              71 
      Lease amortization expense                142             137               274 
      Deferred taxes                            550             -               320 
      Provision for excess and obsolete 
       inventory                                -               -               494 
      Loss on sale of equipment                 -               19              19 
      Changes in operating assets 
       and liabilities 
      Accounts receivables                      861             719             346 
      Unbilled and other receivables            102             (1)              (153) 
      Inventory                                 (248)           57              356 
      Prepaid expenses                          (974)           (53)            (25) 
      Accounts payable                          175             146             (44) 
      Operating leases                          (140)           (132)            (265) 
      Accrued expenses and other 
       liabilities                              (262)           (230)           71 
      Deferred revenue                          3,928           494             724 
                                          --------------  --------------  -------------- 
     Net cash provided by operating 
      activities                                7,245           4,464           8,084 
 
     Cash flows from investing 
      activities 
     Restricted cash and investments            -               -               599 
     Payment of patent and trademark 
      costs                                     (147)           (223)           (471) 
     Proceeds from sale of equipment            -               36              36 
     Purchases of property, plant 
      and equipment                             (338)           (32)            (76) 
                                          --------------  --------------  -------------- 
     Net cash provided by (used 
      in) investing activities                  (485)           (219)           88 
 
     Cash flows from financing 
      activities 
     Dividends paid                             (5,004)         (4,302)         (4,302) 
     Repurchase of shares                       (570)           (1,170)         (1,170) 
     Proceeds from exercise of stock 
      options                                   6               37              38 
                                          --------------  --------------  -------------- 
     Net cash used in financing 
      activities                                (5,568)         (5,435)         (5,434) 
 
     Effect of exchange rate on 
      cash and cash equivalents                  (6)             3               (1) 
                                          --------------  --------------  -------------- 
 
     Net increase(decrease) in 
      cash and cash equivalents                 (1,186)         (1,187)         2,737 
     Cash and cash equivalents 
      , beginning of period                      16,775          14,038          14,038 
                                          --------------  --------------  -------------- 
     Cash and cash equivalents 
      , end of period                          $ 17,961        $ 12,851        $ 16,775 
                                          ==============  ==============  ============== 
 

Notes to financial information

1. Basis of preparation

This report was approved by the Directors on the 9(th) of September 2022.

This financial information has been prepared using the recognition and measurement principles of US Generally Accepted Accounting Principles (GAAP). The Group has not elected to apply IAS 34 Interim Financial Reporting.

The principal accounting policies used in preparing the interim results are those the Company expects to apply in its financial statements for the year ending 31 December 2022 and are unchanged from those disclosed in the Company's Annual Report for the year ended 31 December 2021.

The results for the half year are unaudited. The financial information for the year ended 31 December 2021 does not constitute the full statutory accounts for that period. The Annual Report and financial statements for the year ended 31 December 2021 have been filed with the Registrar of Companies. The Independent Auditors' Report on the financial statements for the year ended 31 December 2021 was unmodified and did not draw attention to any matters by way of emphasis.

2. Earnings per share

The calculation of basic earnings per share is based on the net income divided by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by considering the dilutive impact of common stock equivalents under the treasury stock method as if they were converted into common stock as of the beginning of the period or as of the date of grant, if later. Excluded from the calculation of diluted earnings per common share for the six months ended June 30, 2022 and the year ended December 31, 2021 were 159,845 and 125,425 shares related to stock options, respectively, because their exercise prices would render them anti-dilutive. For the six months ended June 30, 2021,118,740 were excluded from the calculation of diluted earnings per common share. The following table shows the calculation of basic and diluted earnings per common share .

 
                                             Half Year          Half Year          Full Year 
                                             to 30 Jun          to 30 Jun          to 31 Dec 
                                                2022               2021               2021 
     Numerator: 
      Net income                            $ 2,650,000        $ 2,948,000        $ 5,162,830 
 
     Denominator: 
      Weighted average common 
       shares                                45,569,258         45,415,199         45,353,550 
      Effect of dilutive securities: 
      Stock Options                          2,233,298          2,662,613          2,385,480 
                                       -----------------  -----------------  ----------------- 
      Diluted weighted average 
       common shares                          47,802,556         48,077,812         47,739,030 
                                       =================  =================  ================= 
 
     Earnings per common share: 
      Basic:                                $ 0.06             $ 0.06             $ 0.11 
                                       =================  =================  ================= 
      Diluted:                              $ 0.06             $ 0.06             $ 0.11 
                                       =================  =================  ================= 
 

3. Investment in affiliates and other entities

During the course of business, the Company enters into various types of investment arrangements. The Company determines whether such investments involve variable interest entities (VIEs). If the entity is determined to be a VIE, then management determines if the Company is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When the Company is deemed to be the primary beneficiary, the VIE is consolidated and the other party's equity interest in the VIE is accounted for as a noncontrolling interest.

On December 10, 2020, the Company invested $702,000 in Solaris BioSciences ("Solaris") and increased its equity interest from 4.79% to 48.65% on an as converted basis. A noncontrolling interest is attributable to the 51.35% of Solaris not owned by the Company. Prior to the investment, the Chief Executive Officer of Spectra owned 84.54% of Solaris which declined to 46.01% after the transaction. As part of the transaction, the Company committed to provide $100,000 of services at cost to Solaris, of which $93,558 were provided during the six months ended June 30, 2021. In addition, the Company will provide nominal accounting support to Solaris and allow Solaris use of optical table space and facilities at Spectra. In accordance with Delaware law, the transaction was (a) unanimously approved by all three of Spectra's non-executive Directors and (b) specially approved by a majority-in-interest of the disinterested stockholders of Solaris. In addition, going forward Spectra's shares in Solaris will be voted as directed by Spectra's non-executive Directors. The Chief Executive Officer of Solaris is also the Chief Executive Officer of Spectra.

The Company has concluded that Solaris is a VIE and the Company is the primary beneficiary. The Company has consolidated the accounts of Solaris as of December 10, 2020. The aggregate carrying value of Solaris' assets and liabilities after elimination of any intercompany transactions and balances in the consolidated balance sheets were as follows:

 
                                                       As of             As of             As of 
                                                    30 Jun 2022       30 Jun 2021       31 Dec 2021 
                                                     Unaudited         Unaudited          Audited 
                                                     USD '000          USD '000          USD '000 
     Assets 
      Cash                                          $ 101             $ 218             $ 150 
      Property, plant and equipment, net             7                 8                 8 
      Intangible assets, net                         56                8                 40 
                                               ----------------  ----------------  ---------------- 
     Total Assets                                    164               234               197 
 
     Liabilities 
      Accounts payable                               -                 10                21 
      Accrued expenses and other liabilities         -                 8                 - 
     Total liabilities                              $ -               $ 18              $ 21 
 

4. Copies of this statement are available to the public on the Company's website at http://www.spsy.com.

Appendix - Reconciliation of Non-GAAP measures

The Company publishes certain additional information in a non-statutory format in order to provide readers with an increased insight into the underlying performance of the business. Reconciliations to the GAAP measures are shown in the following tables:

 
       Half Year         Half Year         Full Year 
       to 30 Jun         to 30 Jun         to 31 Dec 
          2022              2021              2021 
       Unaudited         Unaudited         Unaudited 
       USD '000          USD '000          USD '000 
 

Adjusted earnings before interest, taxes,

depreciation and amortization (EBITDA)

 
     Operating profit                           $ 3,324       $ 3,027       $ 5,910 
     Depreciation                                159           146           307 
     Amortization                                257           252           524 
     Stock compensation                          65            33            71 
     Operating loss - noncontrolling 
      interest                                   22            71            101 
     Stock compensation - noncontrolling 
      interest                                     (10)        (7)           (17) 
      Adjusted EBITDA                           $ 3,817       $ 3,522       $ 6,896 
 

Adjusted profit before taxes and

amortization (PBTA)

 
     Profit before taxes                        $ 3,335       $ 3,034       $ 5,943 
     Amortization                                257           252           524 
     Stock compensation                          65            33            71 
     Operating loss - noncontrolling 
      interest                                   22            71            101 
     Stock compensation - noncontrolling 
      interest                                     (10)        (7)           (17) 
      Adjusted PBTA                             $ 3,669       $ 3,383       $ 6,622 
 

Adjusted earnings per share

 
     Adjusted PBTA                          $ 3,669           $ 3,383           $ 6,622 
     Income tax expense                           (707)        (157)             (878) 
      Adjusted earnings                     $ 2,962           $ 3,226           $ 5,744 
 
     Diluted weighted average common 
      shares                                 47,802,556        48,077,812        47,739,030 
 
      Adjusted earnings per share           $ 0.062           $ 0.067           $ 0.120 
 

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IR FLFEDAIILLIF

(END) Dow Jones Newswires

September 12, 2022 02:01 ET (06:01 GMT)

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