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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Windar Photonics Plc | LSE:WPHO | London | Ordinary Share | GB00BTFR4F17 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-2.00 | -4.12% | 46.50 | 46.00 | 47.00 | 48.50 | 46.50 | 48.50 | 79,597 | 14:54:12 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Meas & Controlling Dev, Nec | 1.85M | -1.08M | -0.0192 | -24.22 | 26.02M |
TIDMWPHO
RNS Number : 7413D
Windar Photonics PLC
30 June 2021
30 June 2021
Windar Photonics plc
("Windar" or the "Company")
Final Results and Notice of AGM
Windar Photonics plc (AIM:WPHO), the technology group that has developed a cost efficient and innovative LiDAR wind sensor for use on electricity generating wind turbines, is pleased to announce its final audited results for the year ended 31 December 2020 ("FY20").
Notice of Annual General Meeting
The Company is pleased to confirm that its Annual General Meetings ("AGM") will be held at the offices of West Hill Corporate Finance Ltd, 85 Gresham Street, London, EC2V 7NQ at 1.00 p.m. on 26 July 2021.
In light of the Coronavirus (COVID-19) pandemic and the restrictions imposed by the UK Government, the Company will convene the AGM with the minimum necessary quorum of two shareholders (which the Company will facilitate), and further shareholders will not be permitted to attend the AGM in person. The Company will include all valid proxy votes (whether submitted electronically or in hard copy form) in its polls at the AGM and the Chair of the meeting will call for a poll on each resolution. The Company accordingly requests that shareholders submit their proxy votes in respect of the resolutions as set out in the Notice of the AGM, electronically or by post in advance, in accordance with the instructions set out in the Notice of the AGM.
Shareholders should submit their votes via proxy as early as possible, and shareholders are requested to appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the shareholder's vote.
Copies of the Annual Report and Accounts for the year ended 31 December 2020 and the Notice of the Annual General Meeting are available from the Company's website - www.windarphotonics.com
Copies of the Annual Report and Accounts for FY20 and the Notice of the Annual General Meeting will be posted to shareholders today and will be available from the Company's website - www.windarphotonics.com
Related Party Opinion
Jørgen Korsgaard Jensen, Chief Executive Officer of the Company, has agreed to provide a letter of support to the Company up to a value of EUR1,000,000 for a period of 12 months from the date of publication of the FY20 final audited results (the "Letter of Support"). If the Company requires to utilise the funds available under the Letter of Support, the funds will be provided on an interest free basis.
The provision of this letter of support to the Company is deemed to be a related party transaction for the purposes of the AIM Rules for Companies. The independent Directors consider, having consulted with the Company's nominated adviser, Cenkos Securities plc, that the terms of the letter of support are fair and reasonable insofar as the Shareholders are concernced.
For further information, please contact:
Windar Photonics plc Tel: +45 24234930 Jørgen Korsgaard Jensen, CEO Cenkos Securities plc (Nomad & Broker) Neil McDonald / Pete Lynch Tel: 0131 220 6939
About Windar:
Windar Photonics is a technology group that develops cost-efficient and innovative Light Detection and Ranging ("LiDAR") optimization systems for use on electricity generating wind turbines. LiDAR wind sensors in general are designed to remotely measure wind speed and direction.
http://investor.windarphotonics.com
Chairman's Statement
Despite a positive start the year with the receipt of the first volume order from the OEM market for the Company's LiDAR wind sensor, the onset of the COVID-19 pandemic had a significant impact on the ability of the Company to deliver orders during the year. Notwithstanding the impact of the global pandemic, the Company generated revenue of EUR1.3 million, an increase of 13% compared to 2019 (EUR1.2 million). Coupled with the implementation of cost saving initiatives throughout the Company, the EBITDA loss was reduced by 61% to EUR1.1 million (2019: loss of EUR2.8 million).
Total orders received and scheduled for delivery in 2020 amounted to EUR2.9 million. However, primarily due to the impact of the pandemic delivery of orders amounting to EUR1.6 million were postponed and rescheduled for delivery in 2021.
The retro-fit market operations were particularly adversely impacted by the onset of the pandemic due to project delays and travel restrictions. However important customer trials under our distribution agreement with Vestas were initiated and finalized in 2020 with very encouraging results Management expect to see the first volume orders and deliveries through this channel to be realised in 2021.
Our continued drive to optimize the cost base of our products has resulted in the Company successfully completing our new OneUnit platform which means the complete with electronic box has been eliminated. All optical and electronic parts now fully integrated in our optical head. With this platform now fully developed, our average production costs going into 2021 are estimated to have reduced by close to 21% compared the average costs at the beginning of 2020. Besides the cost saving the new platform enables a substantial simplification of the installation process of our products bringing additional cost savings to our end users.
Within the various other ongoing development projects good progress has been achieved in 2021. In previous years, the Company was focused on expanding our wind measurements data capabilities beyond the measurement of wind speed and wind direction to include wind turbulence and wake data which today are fully integrated in the entire project range. Going forward and based on new software developments the Company will also be integrating rain intensity data in our product range.
Financial Overview
Revenue during the year increased by 13% to EUR1.3 million (2019: EUR1.2 million). Gross profit was up 28% (2019: (47%)) to EUR0.7 million (2019: EUR0.5 million).
Net loss for the year before taxes decreased to EUR1.6 million from EUR3.3 million in 2019, which included depreciation, amortisation and warrant costs of EUR0.3 million (2019: EUR0.3 million).
The Group held cash balances at the end of the year of EUR0.6 million (2019: EUR0.8 million).
Trade receivables were EUR0.4 million (2019: EUR0.1 million), reflecting that most of the revenue recognized in 2020 was delivered during the last quarter of the year.
The Group has capitalised its continued cost of investment in technology during the year. This amounts to EUR0.5 million in 2020 (2019: EUR0.5 million) before grants of EUR0.2 million (2019: EUR0.1 million).
During the year, the Group raised EUR1.0 million before expenses through the issue of share capital.
Outlook
Even though there remain significant project and delivery delays in the first part of 2021 due to aftermath of the global pandemic, the Board expects to see a substantial revenue increase in 2021. This expectation is based on the orderbook at the start of the year which contained a number of orders initially scheduled for delivery in 2020. In addition, the Board expects to receive new orders and has strong expectations for initial volume orders/deliveries under our distribution agreement with Vestas.
Despite the overall encouraging developments, the Group's cash flow position is constantly being monitored with respect to eventual consequences of customer payments and project delays. However, management believe that there are a number of actions available to them in order to manage the cash position if needed.
Positively, the total order inflow in 2020 has been encouraging at EUR2.9 million which approximately represents the annual break even fix point in the Group. Given the order back-log carried into 2021, orders received and expected new orders the Board believes the Group is in a good position moving forward.
Finally, I would like to take the opportunity to thank the management and staff for their efforts in 2020.
BY ORDER OF THE BOARD ON June 30, 2021
Johan Blach Petersen
Chairman
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 31 DECEMBER 2020
Year ended Year ended 31 December 31 December 2020 2019 EUR EUR Revenue from contracts with customers 1,333,956 1,177,897 Cost of goods sold (632,586) (629,560) Gross profit 701,370 548,337 Administrative expenses (2,183,141) (3,680,990) Other operating income 32,196 32,145 ------------------------------------------ Loss from operations (1,449,575) (3,100,508) Finance expenses (143,110) (190,889) Loss before taxation (1,592,685) (3,291,397) Taxation 252,517 212,488 Loss for the year attributable to the ordinary equity holders of Windar Photonics Plc (1,340,168 (3,078,909) Other comprehensive income Items that will or may be reclassified to profit or loss: Exchange gains/(losses) arising on translation of foreign operations 22,585 (3,085) ------------------------------------------ Total comprehensive loss for the year attributable to the ordinary equity holders of Windar Photonics Plc (1,317,583) (3,075,824)
============= ========================= Loss per share attributable to the ordinary equity holders of Windar Photonics Plc Basic and diluted, cents per share (2.7) (6.7) ========================================== ============= =========================
All activities relate to continuing operations
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
31 December 31 December 2020 2019 EUR EUR Assets Non-current assets Intangible assets 1,205,243 1,192,607 Property, plant & equipment 27,698 61,800 Deposits 25,382 24,980 Total non-current assets 1,258,323 1,279,387 -------------------------------------------- ------------- ------------- Current assets Inventory 636,785 1,019,564 Trade receivables 429,241 111,703 Other receivables 220,047 84,305 Tax credit receivables 253,030 212,428 Prepayments 14,195 44,857 Restricted cash and cash equivalents - - Cash and cash equivalents 626,361 763,024 Total current assets 2,179,659 2,235,881 -------------------------------------------- ------------- ------------- Total assets 3,437,982 3,515,268 -------------------------------------------- ------------- ------------- Equity Share capital 675,664 608,689 Share premium 14,502,837 13,692,119 Merger reserve 2,910,866 2,910,866 Foreign currency reserve 3,955 (18,630) Retained earnings (17,651,945) (16,338,796) Total equity 441,377 854,248 -------------------------------------------- ------------- ------------- Non-current liabilities Warranty provisions 38,493 61,170 Loans 1,719,825 5,174 -------------------------------------------- ------------- ------------- Total non-current liabilities 1,758,318 66,344 Current liabilities Trade payables 726,007 1,045,792 Other payables and accruals 274,202 211,879 Contract liabilities 215,905 69,954 Invoice discounting - 1,992 Loans 22,173 1,265,059 ------------- ------------- Total current liabilities 1,238,287 2,594,676 Total liabilities 2,996,605 2,661,020 -------------------------------------------- ------------- ------------- Total equity and liabilities 3,437,982 3,515,268 -------------------------------------------- ------------- -------------
The financial statements were approved and authorised for issue by the Board of Directors on June 30 2021 and were signed below on its behalf by:
Jørgen Korsgaard Jensen, Director
Company number: 09024532
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020
31 December 31 December 2020 2019 EUR EUR Assets Non-current assets Investments in subsidiaries 142,497 519,897 Total non-current assets 142,497 519,897 -------------------------------- ------------- ------------- Current assets Other receivables 11,295 11,790 Prepayments - 26,599 Intragroup receivables 2,074 43,088 Cash and cash equivalents 543,247 521,713 Total current assets 556,616 603,190 -------------------------------- ------------- ------------- Total assets 699,113 1,123,087 -------------------------------- ------------- ------------- Equity Share capital 675,664 608,689 Share premium 14,502,837 13,692,119 Merger reserve 658,279 658,279 Foreign currency reserve - (7,746) Retained earnings (15,395,399) (14,046,739) Total equity 441,381 904,602 -------------------------------- ------------- ------------- Current liabilities Trade payables 233,648 198,485 Other payables and accruals 24,084 20,000 Total liabilities 257,732 218,485 -------------------------------- ------------- ------------- Total equity and liabilities 699,113 1,123,087 -------------------------------- ------------- -------------
The financial statements were approved and authorised for issue by the Board of Directors on June 30 2021 and were signed below on its behalf by:
Jørgen Korsgaard Jensen, Director
Company number: 09024532
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2020
Year ended Year ended 31 December 31 December 2020 2019 EUR EUR Loss for the period before taxation (1,592,685) (3,291,397) Adjustments for: Finance expenses 143,110 190,889 Amortisation 286,903 267,317 Depreciation 38,752 52,411 Received tax credit 212,864 120,186 Foreign exchange losses 22,691 3,085 Share option and warrant costs 27,020 27,868 --------------------------------------- ------------- ------------- (861,345) (2,629,641) Movements in working capital Changes in inventory 382,779 (292,565) Changes in receivables (453,281) 144,164 Changes in prepayments 30,663 38,905 Changes in deposits (401) 21,305 Changes in trade payables (319,788) 552,426 Changes in contract liabilities 145,951 (13,214) Changes in warranty provisions (22,677) (17,252) Changes in other payables and provisions 62,321 447,972 Cash flow from operations (1,035,778) (1,747,900) --------------------------------------- ------------- ------------- Investing activities Payments for intangible assets (469,362) (528,278) Payments for tangible assets (4,449) (3,427) Grants received 174,713 50,824 --------------------------------------- ------------- ------------- Cash flow from investing activities (299,098) (480,881) --------------------------------------- ------------- ------------- Financing activities Proceeds from issue of share capital 975,214 1,315,342 Costs associated with the issue of share capital (97,521) (133,827) Proceeds from new long term loans 402,447 - Reduction from invoice discounting (1,992) (8,743) (Decrease)/Increase in restricted cash balances - 158,138 Repayment of loans (5,171) (5,240) Interest paid (74,357) (55,878) Cash flow from financing activities 1,198,620 1,269,792 --------------------------------------- ------------- ------------- Net increase/(decrease) in cash and cash equivalents (136,256) (958,989) Exchange differences (407) 210 Cash and cash equivalents at the beginning of the year 763,024 1,721,803 Cash and cash equivalents at the end of the year 626,361 763,024 --------------------------------------- ------------- -------------
COMPANY STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2020
Year ended Year ended 31 December 31 December 2020 2019 EUR EUR Loss for the period before taxation (1,367,934) (12,183,497) Adjustments for: Finance Income (16,946) (30,953) Write down of investment in subsidiary 1,116,716 11,887,213 Share option and warrant costs 27,020 27,868 --------------------------------------- ------------- ------------- (241,144) (299,369) Movements in working capital Changes in receivables 495 913 Changes in prepayments 26,599 (2,743) Changes in loans to subsidiary entity 61,161 962,489 Changes in trade payables 35,163 130,795 Changes in other payables and provisions 4,084 - Cash flow from operations (113,642) 792,085 --------------------------------------- ------------- ------------- Investing activities Additional investment in subsidiary undertaking (739,317) (1,673,427) Cash flow from investing activities (739,317) (1,673,427) --------------------------------------- ------------- ------------- Financing activities Proceeds from issue of share capital 975,214 1,315,342 Costs associated with the issue of share capital (97,521) (133,827) Currency losses during the year (3,200) - Cash flow from financing activities 874,493 1,181,515 --------------------------------------- ------------- ------------- Net decrease in cash and cash equivalents 21,534 300,173 Cash and cash equivalents at the beginning of the year 521,713 221,540 Cash and cash equivalents at the end of the year 543,247 521,713 --------------------------------------- ------------- -------------
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARED 31 DECEMBER 2020
Share Share Merger Foreign Accumulated Total Capital Premium reserve currency Losses reserve EUR EUR EUR EUR EUR EUR --------------------- --------- ------------------- ---------- ---------- --------------- --------------- Group At 1 January 2019 560,859 12,558,434 2,910,866 (21,715) (13,287,758) 2,720,686 New shares issued 47,830 1,267,512 - - - 1,315,342 Costs associated with capital raise - (133,827) - - - (133,827) Share option and warrant costs - - - - 27,870 27,870 --------- ------------------- ---------- ---------- --------------- --------------- Transaction with owners 47,830 1,133,685 - - 27,870 1,209,385 --------- ------------------- ---------- ---------- --------------- --------------- Loss for the year - - - - (3,078,909) (3,078,909) Other comprehensive gains - - - 3,085 - 3,085 --------- ------------------- ---------- ---------- --------------- --------------- Total comprehensive loss - - - 3,085 (3,078,909) (3,075,824) --------- ------------------- ---------- ---------- --------------- --------------- At 31 December 2019 608,689 13,692,119 2,910,866 (18,630) (16,338,797) 854,247 New shares issued 66,975 908,239 - - - 975,214 Costs associated with capital raise - (97,521) - - - (97,521) Share option and warrant costs - - - - 27,020 27,020 --------- ------------------- ---------- ---------- --------------- --------------- Transaction with owners 66,975 810,718 - - 27,020 904,713 --------- ------------------- ---------- ---------- --------------- --------------- Loss for the year - - - - (1,340,168) (1,340,168) Other comprehensive gains/(loss) - - - 22,585 - 22,585 --------------------- --------- ------------------- ---------- ---------- --------------- --------------- Total comprehensive loss - - - 22,585 (1,340,168) (1,317,583) --------------------- --------- ------------------- ---------- ---------- --------------- --------------- At 31 December 2020 675,664 14,502,837 2,910,866 3,955 (17,651,945) 441,377 --------------------- --------- ------------------- ---------- ---------- --------------- --------------- Company At 1 January 2019 560,859 12,558,434 658,279 (7,746) (1,891,110) 11,878,716 New shares issued 47,830 1,267,512 - - - 1,315,342 Costs associated with capital raise - (133,827) - - - (133,827) Share option and warrant costs - - - - 27,868 27,868 --------- ------------------- ---------- ---------- --------------- --------------- Transaction with owners 47,830 1,133,685 - - 27,868 1,209,383 --------- ------------------- ---------- ---------- --------------- --------------- Loss for the year - - - - (12,183,497) (12,183,497) --------- ------------------- ---------- ---------- --------------- --------------- Total comprehensive loss - - - - (12,183,497) (12,183,497) --------- ------------------- ---------- ---------- --------------- --------------- At 31 December 2019 608,689 13,692,119 658,279 (7,746) (14,046,739) 904,602 New shares issued 66,975 908,239 - - - 975,214 Costs associated with capital raise - (97,521) - - - (97,521) Share option and warrant costs - - - - 27,020 27,020 --------- ------------------- ---------- ---------- --------------- --------------- Transaction with owners 66,975 810,718 - - 27,020 904,713 --------- ------------------- ---------- ---------- --------------- --------------- Loss for the year - - - - (1,367,934) (1,367,934) --------------------- --------- ------------------- ---------- ---------- --------------- --------------- Total comprehensive loss - - - - (1,367,934) (1,367,934) --------------------- --------- ------------------- ---------- ---------- --------------- --------------- At 31 December 2020 675,664 14,502,837 658,279 (7,746) (15,387,653) 441,381 --------------------- --------- ------------------- ---------- ---------- --------------- ---------------
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER 2020
1. General information
The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 09024532 in England and Wales. The Company's registered office is 3 More London Riverside, London, SE1 2AQ.
The Group was formed when the Company acquired on 29 August 2014 the entire share capital of Windar Photonics A/S, a company registered in Denmark through the issue of Ordinary Shares.
2. Adoption of new and revised International Financial Reporting Standards
New and amended standards adopted by the Group
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year
beginning on or after 1 January 2020 that would be expected to have a material impact on the Group.
The new IFRSs adopted during the year areas as follows:
Amendments to References to the Conceptual Framework in IFRS Standards Amendments to IFRS 3 Definition of a Business Amendments to IFRS 9, IAS Interest Rate Benchmark Reform 39 and IRFS 7 Amendments to IAS 1 & IAS Definition of Material 8 IFRS 16 Covid-19-Related Rent Concessions
The adoption of the new and amendments to IFRSs did not have any significant impact on the financial
statements of the Group and the Company.
The following standards, amendments and interpretations applicable to the Group are in issue but are not
yet effective and have not been early adopted in these financial statements. They may result in
consequential changes to the accounting policies and other note disclosures. We do not expect the impact
of such changes on the financial statements to be material. These are outlined in the table below:
Effective dates for financial periods beginning on or after --------------------- IFRS 17 Insurance Contracts 1 January 2023 Amendments to Classification of Liabilities 1 January 2022 IAS 1 as Current or Non-current Annual Improvements Amendments to IFRS 1 1 January 2022 to IFRS Standards Amendments to IFRS 9 2018-2020 Amendments to IFRS 16 Amendments to IAS 41 Amendments to Business Combinations - Reference 1 January 2022 IFRS 3 to the Conceptual Framework Amendments to Property, Plant and Equipment 1 January 2022 IAS 16 - Proceeds before Intended Use Amendments to Onerous Contracts - Cost of 1 January 2022 IAS 37 Fulfilling Amendments to Sale or Contribution of Assets Deferred until IFRS 10 and IAS between an Investor and its further notice 28 Associate or Joint Venture
The Directors anticipate that the adoption of these standards and the interpretations in future periods will
have no material impact on the financial statements of the Group.
3. Going Concern
The consolidated financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is anticipated to continue in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.
Based on the Group's latest trading expectations and associated cash flow forecasts, the directors have considered the cash requirements of the Group. The directors are confident that based on the Group's forecasts and projections, taking account of possible changes in trading performance is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.
However, Management has noticed the risk of non-payments from customer receivables and the potential for future projects/customer delivery schedules to be delayed due to the general COVID-19 pandemic, which could have a material impact on the outlooking cash flow forecasts.
In the event, for the reasons stated above the timing of the forecast revenue and customer payments were not to be achieved in the periods expected, the Group may need to seek additional funding to cover those periods where there might be a potential shortfall. However, in order to cover any such eventual shortfalls a major shareholder of the Company has already committed to supporting the Company if required for at least 12 months from the date that these financial statements are signed.
Due to primarily the above stated uncertainties regarding the COVID-19 situation, Management highlight the very high levels of uncertainties, which indicates the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
4. Accounting policies
Basis of preparation
The consolidated financial statements comprise the consolidated financial information of the Group as at 31 December 2020 and are prepared under the historic cost convention, except for the following:
-- share based payments and share option and warrant costs
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRSs") issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs").
The acquisition of the subsidiary in 2014 was deemed to be a business combination under common control as the ultimate control before and after the acquisition was the same. As a result, the transaction is outside the scope of IFRS 3 and has been included under the principles of merger accounting by reference to UK GAAP.
5. Revenue Revenue from contracts with customers: Year ended Year ended 31 December 31 December 2020 2019 EUR EUR Sale of product and installation 1,325,951 1,129,255 Rendering of services 8,005 48,642 ------------- ------------- Revenue 1,333,956 1,177,897 ============= =============
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Year ended Year ended 31 December 31 December 2020 2019 EUR EUR WindEye(TM) 770,531 1,070,231 WindVision(TM) 555,420 59,018 ------------- ------------- Rendering of services 8,005 48,648 ------------- ------------- Revenue 1,333,956 1,177,897 ============= =============
Contract liabilities of EUR215,905 (2019: EUR69,954) relates to performance obligation under contracts that have not yet been completed and are expected to be met in 2021.
6. Loss from operations Loss from operations is stated after: Year ended Year ended 31 December 2020 31 December 2019 EUR EUR Staff costs 1,263,759 1,579,160 Expensed research and development costs 489,375 488,593 Amortisation(1) 286,903 267,317 Depreciation 38,752 52,411 Lease payments 115,350 131,989 Other Operating Income (32,196) (32,145) Remuneration received by the Group's auditor or associates of the Group's auditor: - Audit of parent company 5.133 5,460 - Audit of consolidated financial statements - Taxation compliance 18,120 19,185 services Other auditors: 830 7,357 - Audit of overseas subsidiaries 18,803 21,430 -Adjustment to prior year audit of consolidated financial statements 35,715 42,899
(1) Amortisation charges on the Group's intangible assets are recognised in the administrative expenses line item in the consolidated statement of comprehensive income.
7. Segment information
Operation segments are reported as reported to the chief operation decision maker.
The Group has one reportable segment being the sale of LiDAR Wind Measurement and therefore segmental results and assets are disclosed in the consolidated income statement and consolidated statement of financial position.
In 2020, four customers accounted for more than 10 per cent of the revenue each (2019: three customers). The total amount of revenue from these customers amounted to EUR1,076,841, 81 per cent of the total revenue (2019: EUR1,028,380 or 88 per cent of the revenue)
Revenue by geographical location of customer:
Year Year ended ended 31 December 31 December 2020 2019 EUR EUR Europe 119,340 256,501 Americas 54,218 - China 1,128,722 919,658 Asia (excluding China) 31,676 1,738 Revenue 1,333,956 1,177,897 ------------------------ ------------- --------------------------
Geographical information
The parent company is based in the United Kingdom. The information for the geographical area of non-current assets is presented for the most significant area where the Group has operations being Denmark.
As at 31 December As at 31 December 2020 2019 EUR EUR Denmak 1,248,460 1,270,753 1,248,460 1,270,753 ------------------ ------------------
Non-current assets for this purpose consist of property, plant and equipment and intangible assets.
8. Directors and employees 2020 2019 Average Year end Average Year end Number of employees excluding directors Sales and Services 7 6 8 8 Research and development 10 10 11 11 Production 2 2 3 3 Administration 3 3 3 3 -------- --------- -------- --------- 22 21 25 25 ======== ========= ======== ========= Group 2020 2019 EUR EUR Staff costs Wages and salaries 1,190,757 1,465,035 Social security costs 45,982 86,257 ---------- ---------- 1,236,739 1,551,292 Warrant and Option costs 27,020 27,868 ---------- ---------- 1,263,759 1,579,160 ========== ========== 2020 2019 Company EUR EUR Staff costs Wages and fees 25,760 40,448 25,760 40,448 Warrant and Option costs 27,020 27,868 ---------- ---------- 52,780 68,316 ========== ==========
The Company has 3 employees (2019: 4), all being the Directors of the Company.
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of Group, and are considered to be directors of the company.
The value of all elements of remuneration received by key management in the year was as follows:
Wages and Fair value Pension Total salaries of warrant contributions and fees costs EUR EUR EUR EUR Year ended 31 December 2020 Directors 25,760 - - 25,760 ========== ============ =============== ======= Year ended 31 December 2019 Directors 40,448 - - 40,448 ========== ============ =============== ======= 9. Finance income and expense Finance expense Year Year ended ended 31 December 31 December 2020 2019 EUR EUR Foreign exchange losses (32,746) (39,124) Interest expense on financial liabilities measured at amortised cost (110,364) (151,765) Finance expense (143,110) (190,889) ------------------------------------------------- -------------- ----------------
10. Income tax
Year ended Year ended 31 December 31 December 2020 2019 (a) The tax credit for the year: EUR EUR UK Corporation tax - - Foreign tax credit (252,517) (212,488) ------------- ------------- (b) Tax reconciliation Loss on ordinary activities before tax (1,592,685) (3,291,397) ============= ============= Loss on ordinary activities at the UK standard rate of corporation tax 19% (2019: 19%) (302,610) (625,365) Effects of: Expenses non-deductible for tax purposes (35,103) 3,108 Adjustment to not recognized deferred (137,902) - taxes in previous periods Unrecognised tax losses 263,464 533,772 Different tax rates applied in overseas jurisdictions (54,860) (125,599) Exchange rate differences 14,494 1,596 ------------------------------------------------ ------------- ------------- Tax credit for the year (252,517) (212,488) ------------------------------------------------ ------------- -------------
The tax credit is recognised as 22 per cent. (2019: 22 per cent) of the company's deficit that relates to research and development costs. Companies in Denmark, who conduct research and development and accordingly experience deficits can apply to the Danish tax authorities for a payment equal to 22 per cent. (2019; 22 per cent) of deficits relating to research and development costs up to DKK 25 million.
(c) Deferred tax - Group
In view of the tax losses carried forward and other timing differences there is a deferred tax asset of approximately EUR2,829,139 (2019: EUR2,549,025) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of sufficient taxable profits in the relevant Company.
(d) Deferred tax - Company
In view of the tax losses carried forward and other differences there is a deferred tax asset of approximately EUR338,140 (2019: EUR281,199) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of future profit against which the losses will be able to be used.
All taxes recognized in the statement of Comprehensive income are denominated in DKK.
11. Loss per share
The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:
Year ended Year ended 31 December 31 December 2020 2019 EUR EUR Loss for the year (1,317,583) (3,078,909) ------------- ------------- Weighted average number of ordinary shares for the purpose of basic earnings per share 49,819,356 45,614,917 Basic loss and diluted, cents per share (2.7) (6.7) ------------- -------------
There is no dilutive effect of the warrants (note 25) as the dilution would reduce the loss per share.
12. Dividends
No dividends were proposed by the Group during the period under review (2019: EURNil).
13. Investment in Subsidiaries
EUR Company At 1 January 2020 519,897 Capital contribution in the year 739,316 Write down investment in subsidiary (1,116,716) ------------- As at 31 December 2020 142,497 -------------
The subsidiaries of Windar Photonics Plc are included in these financial statements in accordance with the merger accounting as set out in the basis of preparation and basis of consolidation in notes 4 and 5, are as follows:
Name Country Ownership Registered Office Nature of business of incorporation Windar Photonics Denmark Helgeshoej Allé Develop and A/S 100% 16-18,2630 Taastrup, commercialise Denmark wind turbine technology Windar Photonics China 100% Room 403-03, Building Commercialise (Shanghai) Co. indirect #2, No. 38 Debao wind turbine Ltd. Road, Pudong, Shanghai technology
The Company owns 100 per cent. of the issued share capital of Windar Photonics A/S (comprising A Shares of DKK 5,737,800 of 1 DKK each and B Shares of DKK 3,642,592 of 1 DKK each) with CVR number 32157688.
Windar Photonics A/S was incorporated on 28 December 2008 in Denmark and acquired by the Company in August 2014. During the year the Company invested the funds received from the share placing into its main trading subsidiary, Windar Photonics A/S, and a total transfer of funds of EUR678,156 was made during the year. A further waiver of intercompany receivable due from Windar Photonics A/S of EUR739,317 was made during the year and treated as capital contribution.
Windar Photonics A/S owns 100 per cent. of the issued common stock of Windar Photonics (Shanghai) Co.,Ltd. Windar Photonics (Shanghai) Co. Ltd. was incorporated on 18 May 2016 in China with a registered capital of USD 200,000 of which USD 200,000 is paid in as per 31 December 2020.
14. Intangible assets
Development projects Group EUR Cost ---------------------------------- ------------ At 1 January 2019 2,989,095 ------------------------------------ ------------ Additions - internally developed 528,277 Grants received (50,824) Exchange differences (1,190) At 31 December 2019 3,465,358 ------------------------------------ ------------ Additions - internally developed 469,362 Grants received (174,713) Exchange differences 14,759 ------------------------------------ ------------ At 31 December 2020 3,774,766 ------------------------------------ ------------ Accumulated amortisation At 1 January 2019 2,006,207 ------------------------------------ ------------ Charge for the year 267,317 Exchange differences (773) ------------------------------------ ------------ At 31 December 2019 2,272,751 ------------------------------------ ------------ Charge for the year 286,903 Exchange differences 9,869 ------------------------------------ ------------ At 31 December 2020 2,569,523 ------------------------------------ ------------ Net carrying value ---------------------------------- ------------ At 1 January 2019 982,888 ------------------------------------ ------------ At 31 December 2019 1,192,607 ------------------------------------ ------------ At 31 December 2020 1,205,243 ------------------------------------ ------------
The Group has received public Research and Development Grants of EUR174,713 (2019: EUR50,824) in respect of the capitalised research and development. At the end of the year 3 development projects are ongoing which are supported by public Research and Development Grants and outstanding grants which can be claimed in the coming two years amount to EUR669,605 (2019: EUR508,722, which could be claimed in the following 3 years).
The company's development projects relate to the development of improved performance and functionality, improved components etc. in the company's products.
Measurement of the development projects are based on realization of the company's business plan and budgets,
particularly realization of expected growth in revenue.
15. Property, plant & equipment
Plant and equipment Group EUR Cost -------------------------- ----------- At 1 January 2019 218,341 ---------------------------- ----------- Additions 3,427 Disposed - Exchange differences (79) At 31 December 2019 221,689 Additions 4,449 Disposed - Exchange differences 771 ---------------------------- ----------- At 31 December 2020 226,909 ---------------------------- ----------- Accumulated depreciation At 1 January 2019 107,553 ---------------------------- ----------- Charge for the year 52,411 Disposed - Exchange differences (75) At 31 December 2019 159,889 Charge for the year 38,752 Disposed - Exchange differences 570 ---------------------------- ----------- At 31 December 2020 199,211 ---------------------------- ----------- Net carrying value -------------------------- ----------- At 1 January 2019 110,788 ---------------------------- ----------- At 31 December 2019 61,800 ---------------------------- ----------- At 31 December 2020 27,698 ---------------------------- -----------
16. Inventory
Group As at As at 31 December 31 December 2020 2019 EUR EUR Raw material 16,145 417,481 Work in progress 181,598 392,374 Finished goods 439,042 209,709 ------------------ ------------- ------------- Inventory 636,785 1,019,564 ------------------ ------------- -------------
The cost of inventory sold and recognised as an expense during the year was EUR655,086 (2019: EUR639,555).
17. Trade and other receivables
Group Company As at As at As at As at 31 December 31 December 31 December 31 December 2020 2019 2020 2019 EUR EUR EUR EUR Trade receivables 1,301,858 623,458 - - ----------------------------------- ------------- ------------- ------------- ------------- Less; provision for impairment of trade receivables (872,617) (511,755) - - Trade receivables - net 429,241 111,703 - - Receivables from related parties - - 2,074 43,088 ----------------------------------- ------------- ------------- ------------- ------------- Total financial assets other than cash and cash equivalents classified at amortised costs 429,241 111,703 2,074 43,088 ----------------------------------- ------------- ------------- ------------- ------------- Tax receivables 253,030 212,428 - - Other receivables 220,047 84,305 11,295 11,790 Total other receivables 473,077 296,733 11,295 11,790 Total trade and other receivables 902,318 408,436 13,369 54,878 ----------------------------------- ------------- ------------- ------------- ------------- Classified as follows: Current Portion 902,318 408,436 13,369 54,878 ----------------------------------- ------------- ------------- ------------- -------------
The carrying value of trade and other receivables classified at amortised cost approximates fair valu e.
More than More than More than Total 30 days 60 days 120 days past due past due past due EUR EUR EUR EUR
Gross carrying amount 1,210 - 904,645 905,855
Loss provision - - (872,617) (872,617)
Net carrying amount 1,210 - 32,028 33,238
Trade and other receivables represent financial assets and are considered for impairment on an expected credit loss model. These assets have historically had immaterial levels of bad debt and are with credit worthy customers, and as the Group trades with a concentrated number of customers and utilises export credit facilities the Group has reviewed trade receivables on an individual basis. Additionally, the Group continues to trade with the same customers and therefore the future expected credit losses have been considered in line with the past performance of the customers in the recovery of their receivables. The implementation of IFRS 9 has therefore not resulted in a change to the impairment provision in the current or prior year.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. The expected loss rates are based on the Group's historical credit losses experienced over the three year period prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on factors affecting the Group's customers including the area of operations of
those debtors and the advancing market for wind power and the Group's products. The assessment of the expected credit risk for the year has not increased, when looking at the factors affecting the risk noted above.
There is no material difference between the net book value and the fair values of trade and other receivables due to their short-term nature.
Other classes of financial assets included within trade and other receivables do not contain impaired assets.
Of the net trade receivables EURNil (2019: EUR49,750) was pledged as security for the invoice discounting facility. The Group is committed to underwrite any of the debts transferred and therefore continues to recognise the debts sold within trade receivables until the debtors repay or default. Since the trade receivables continue to be recognised, the business model of the Group is not affected. The proceeds from transferring the debts of are included in other financial liabilities until the debts are collected or the Group makes good any losses incurred by the service provider.
18. Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash equivalents comprise the following balances with original maturity less than 90 days:
Group Company As at As at As at As at 31 December 31 December 31 December 31 December 2020 2019 2020 2019 EUR EUR EUR EUR ------------- ------------- ------------- ------------- Cash at bank 626,361 763,024 543,247 521,713 ------------- ------------- ------------- -------------
The Group has restricted cash balances of EUR33,672 (2019: EUR 360,000) but a provision of the full amount was made in 2019 and carried over into 2020. The restricted cash balances relate to transactions entered into between the Group and external financial parties. When EKF has credit approved a customer EKF, issues a non-recourse payment guarantee to an external financial party typically of 80% to 90% of the face value of the transaction. Upon shipment of the products, the Group then sells the invoice to the external financial party at face value subject to depositing and pledging a cash amount equal to the difference between the face value of the invoice and the EKF guarantee. When the customer pays typically one year later, the full invoice amount to the financial party, the deposit is paid in full to the Group.
19. Notes supporting statement of cash flows
Non-current Current loans loans and and borrowings Invoice Total borrowings EUR discounting EUR EUR EUR As at 1 January 2019 1,135,744 5,240 10,735 1,151,719 Repayment of loans - (5,240) - (5,240) Repayment of Invoice Discounting (8,743) (8,743) Accrued interests on non-current loans 135,011 - 135,011 Loans and borrowings classified as non-current in previous period becoming current in this period (1,265,059) 1,265,059 - - Foreign exchange rate differences (522) - - (522) As at 31 December 2019 5,174 1,265,059 1,992 1,272,225 ------------------------------ ------------ ---------------- -------------- ------------ Repayment of loans - (5,171) - (5,171) Repayment of Invoice Discounting - - (1,992) (1,992) Loans and borrowings classified as non-current in previous period becoming current in this period (22,128) 22,128 - - Accrued interests on non-current loans 68,753 - - 68,753 Loans and borrowings classified as current in previous period becoming non-current in this period 1,262,084 (1,262,084) - - New long term borrowings in the period 402,447 - - 402,447 Foreign exchange rate differences 3,495 2,241 - 5,736 ------------------------------ ------------ ---------------- -------------- ------------ As at 31 December 2020 1,719,825 22,173 - 1,741,998 ------------------------------ ------------ ---------------- -------------- ------------
20. Trade and other payables
Group Company As at As at As at As at 31 December 31 December 31 December 31 December 2020 2019 2020 2019 EUR EUR EUR EUR Invoice discounting - 1,992 - - Trade payables 726,007 1,045,792 233,648 198,485 Other payables and accruals 274,202 211,879 24,084 20,000 Current portion of Nordea and Growth Fund loans 22,173 1,265,059 - - Total financial liabilities, excluding 'non-current' loans 2,524,722 and borrowings classified 1,022,382 257,732 218,485 as financial liabilities measured at amortised cost ------------------------------ ------------- ----------------------------------------- ------------- ------------- Contract liabilities 215,905 69,954 - - ------------------------------ ------------- ----------------------------------------- ------------- ------------- Total trade and other payables 1,238,287 2,594,676 257,732 218,485 ------------------------------ ------------- ----------------------------------------- ------------- ------------- Classified as follows: Current Portion 1,238,287 2,594,676 257,732 218,485 ------------------------------ ------------- ----------------------------------------- ------------- -------------
The invoice discounting arrangement was secured upon the trade debtors to which the arrangement relates.
There is no material difference between the net book value and the fair values of current trade and other payables due to their short-term nature.
21. Borrowings
The carrying value and fair value of the Group's borrowings are as follows:
Group Carrying and Fair value As at As at 31 December 31 December 2020 2019 Loans EUR EUR Growth Fund 1,736,802 1,259,499 Current portion of Growth Fund (16,977) (1,259,499) Nordea Ejendomme 5,196 10,734 Current portion of Nordea Loan (5,196) (5, 560) ----------------------------------------- ------------- ------------- Total non-current financial liabilities measured at amortised costs 1,719,825 5,174 ----------------------------------------- ------------- -------------
The Growth Fund borrowing from the Danish public institution, Vækstfonden, initially bore interest at a fixed annual rate of 12 per cent with a full bullet repayment in June 2020. As announced in 2020 terms for the borrowing was renewed during the year whereafter the interest rate was reduced to 7 percent p.a. and the loan to be repaid in quarterly instalments over the period from 1 January, 2022 until 1 October, 2026. A new Covid-19 loan was further obtained during the year from Vækstfonden which carries an interest rate of CIBOR plus 5 percent p.a. and to be repaid in quarterly instalments over the period from 1 October 2021 until 1 October 2026.
In relation with the changes to the existing Growth Fund borrowing and the new offered loan, the lender now has security of the assets of Windar Photonics A/S, subsidiary undertaking, to an amount of DKK12.6m. In relation to the additional Covid-19 loan the following terms and conditions are in place:
-- There is an early exit fee set at a maximum DKK600k
-- No dividends or corporate bond interest will be paid. D ividend distributions from Windar Photonics A/S to Windar Photonics PLC has been restricted until full repayment of the borrowing to the Growth Fund.
-- No payment of inter-company debts from Windar Photonics A/S. Windar Photonics PLC has entered into an agreement to resign from repayments of any outstanding amounts owned by Windar Photonics A/S to Windar Photonics PLC until full repayment of the borrowing to the Growth Fund.
-- The loan is secured up to a value of DKK12.6m on certain assets of Windar Photonics A/S, subsidiary undertaking.
The loan from Nordea Ejendomme is in respect of amounts included in the fitting out of the offices in Denmark. The loan is repayable over the 6 years and matures in November 2021 and carries a fixed interest rate of 6 per cent.
Both loans are denominated in Danish Kroner.
The Company had no borrowings.
22. Share capital
On 3 January and 8 January 2020 the company issued 1,166,363 ordinary shares of 1 pence each for a cash consideration at GBP0.275 per share. On 23 December 2020 the company issued 4,844,444 ordinary shares of 1 pence each for a cash consideration of GBP0.1125 per share. On 12 December 2019 the company issued 4,076,348 ordinary shares of 1 pence each for cash consideration at GBP0.275 per share.
Authorised EUR Authorised EUR 2020 2020 2019 2019 Shares at beginning of reporting period 48,584,717 608,689 44,508,369 560,859 ------------------------------- ------------ --------- ----------- -------- Issue of share capital 6,010,807 66,975 4,076,348 47,830 ------------------------------- ------------ --------- ----------- -------- Shares at end of reporting period 54,595,524 675,664 48,584,717 608,689 ------------------------------- ------------ --------- ----------- -------- Number of Number of shares issued shares issued and fully and fully paid EUR paid EUR 2020 2020 2019 2019 Shares at 1 January 2019 48,584,717 608,689 44,508,369 560,859 ----------------------- --------------- --------- --------------- --------- Issue of shares for cash 6,010,807 66,975 4,076,348 47,830 Shares at 31 December 2019 54,595,524 675,664 48,584,717 608,689 ----------------------- --------------- --------- --------------- ---------
At 31 December 2020 the share capital comprises 54,595,524 shares of 1 pence each.
Warrants and share options
Warrants and share options are granted to Directors and employees.
No new share options or warrants were granted in 2020
Share options issued in 2017 and 2019 are valued using the Black-Scholes pricing model and no performance conditions are included in the fair value calculations. The options were issued at a strike price of GBP1 a third vesting on each anniversary for the first three years whereafter the options have a 10-year life. The price of the share at the time of issue was GBP0.88. The risk-free rate was 1.15%. The expected volatility is based on historical volatility of the AIM market over the last two years and is estimated to be 40%.
The average share price during the year was 22.42 pence (2019: 50.00 pence). At the year end the Company had the following warrants and options outstanding:
Number of warrants and options -------------------- At At 31 December 31 December Exercise price 2019 Granted Lapsed 2020 (GBP pence) Exercise date 31/12/19 to Warrants 1,520,956 - - 1,520,956 39.07 31/12/21 16/11/18 to Options 557,500 - - 557,500 100.00 01/03/32 2,078,456 - - 2,078,456 =========== ============= ======== ========== ============= The number of options and warrants exercisable at 31 December 2020 is warrants 1,520,956 (2019: 1,520,956) and options 460,000 (2019: 241,666). The weighted average remaining contractual life for the options outstanding as at 31 December 2020 is 9.76 years (2019: 10.76 years). The warrants have a remaining life of one year (2019: 2 years).
23. Reserves
The following describes the nature and purpose of each reserve within equity
Reserve Description and purpose Share premium Amount subscribed for share capital in excess of nominal value. Merger reserve - Group Represents the difference between the consideration paid for the acquisition of Windar Photonics A/S by the Company and the net book value of the assets and liabilities acquired. Merger reserve - Company Represents the difference between the fair value and the nominal value of the shares issued for the acquisition of Windar Photonics A/S. Foreign currency reserve Gains and losses on the retranslating the net assets from the functional currencies to the reporting currency of EUR. Retained earnings All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
24. Operating Leases
The total future value of the minimum lease payment is due as follows:
2020 2019 EUR EUR Not later than one year 41,879 75,967 Later than one year and not - - later than five years 41,879 75,967 ------- -------
All leasing commitments are in respect of property and cars leased by the Group. The terms of property leases vary from country to country, although they all tend to be tenant repairing with rent reviews once a year. The Company has not entered any leases in 2020 with maturity longer than 6 months.
25. Warranty provision
2020 2019 EUR EUR Provision at the beginning of reporting period 61,170 78,422 Provision charged to the profit and loss account (22,500) (9,995) Utilised in year - (7,240) Foreign exchange rate movements (177) (17) --------- -------- 38,493 61,170 --------- --------
The Group typically provides a two-year warranty period to customers on products sold. Warranty expenses/(income) charged to the Statement of Comprehensive Income amounted to EUR(22,500) (2019: (EUR9,995)) corresponding to a warranty cost percentage of Nil % (2019: 0.4%) relative to the prior two years revenue. However, d ue to the early business stage of the Group and the uncertainty following this the Group has adopted a policy to accrue a 4% provision based on the prior two years deliveries calculated with the cost of goods sold at the end of the period.
26. Related Party Transactions
Jørgen Korsgaard Jensen and Johan Blach Petersen are directors and shareholders of Wavetouch Denmark A/S (Wavetouch) and OPDI Technologies A/S (OPDI). Wavetouch has during the year rented office space from Windar Photonics A/S, the amount payable during the year to Windar was EUR32,196 (2019: EUR32,145). There were amounts outstanding at the year end to Wavetouch EUR(23,630) (2019: EUR167,527). At the end of the year there were amounts outstanding to OPDI of EUR Nil (2019: EUR nil). At the end of the year there were amounts outstanding to Directors of EUR 65,696 (2019: EUR 39,936).
Intercompany transactions
At 31 December 2020 there exist an intercompany loan between Windar Photonics PLC and its subsidiary Windar Photonics A/S. Windar Photonics PLC has a receivable at EUR 2,074 (2019: EUR43,088). Interest added during 2020 amounts to EUR20,147 (2019: EUR35,396). The interest rate for 2020 is Bank of England base rate + 2.5% p.a. (2019: Base rate 0.75% + 2.5% p.a.).
27. Controlling Parties
There is no ultimate controlling party of the Company.
28. Post balance sheet events and outstanding lawsuits
No major post balance sheet events have happened in 2021.
At the end of 2020 the Company had one outstanding lawsuit regarding a dispute with a previous supplier. The company disputes the claim of approximately EUR22,000 made against the company.
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END
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June 30, 2021 13:15 ET (17:15 GMT)
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