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ZTF Zotefoams Plc

370.00
-5.00 (-1.33%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Zotefoams Plc LSE:ZTF London Ordinary Share GB0009896605 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -5.00 -1.33% 370.00 371.00 380.00 380.00 375.00 375.00 8,688 16:35:27
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Plastics Foam Products 126.98M 9.24M 0.1892 20.03 185.13M

Zotefoams PLC Interim Results (9774W)

07/08/2018 7:00am

UK Regulatory


Zotefoams (LSE:ZTF)
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RNS Number : 9774W

Zotefoams PLC

07 August 2018

Tuesday 7 August 2018

Zotefoams plc

Interim Report for the Six Months Ended 30 June 2018

Continuing strong organic sales growth

Capacity investment projects on track

Zotefoams plc ("Zotefoams", or "the Group" or "the Company"), a world leader in cellular material technology, today announces its interim results for the six months ended 30 June 2018.

Highlights

-- Record Group Revenue of GBP37.89m, up 12% on prior year (2017: GBP33.84m) and 17% in constant currency:

o 4% increase in Polyolefin Foams supported by new USA capacity

o 82% growth in High Performance Products ("HPP"), which now represents 24% (2017: 15%) of Group sales

o MuCell Extrusion sales of GBP0.86m (2017: GBP1.96m) with 20% underlying growth excluding the large, one-off capital equipment sale in 2017

   --      Profit before tax and exceptional item up 21% to GBP4.60m (2017: GBP3.81m) 
   --      Profit before tax up 64% to GBP4.60m (2017: GBP2.81m) 
   --      Successful bank refinancing and GBP20.6m equity raise (before expenses) completed in May 
   --      Three major capital projects to expand capacity to support growth are on schedule 
   --      Interim dividend increased by 3.1% to 1.97 pence 
   --      The Group continues to trade in line with Board expectations 

Financial highlights

 
                                        Six months   Six months   Change 
                                           ended 30     ended 30 
                                          June 2018    June 2017 
                                               GBPm         GBPm        % 
    Group Revenue                             37.89        33.84       12 
    Gross Profit                              12.92        12.02        7 
    Gross Profit margin                       34.1%        35.5%      (4) 
    Adjusted1 Operating Profit                 5.17         4.26       21 
    Operating Profit pre exceptional 
     item                                      5.02         4.10       22 
    Operating Profit                           5.02         3.10       62 
     Adjusted1 Profit before tax               4.75         3.97       20 
    Profit before tax pre exceptional 
     item                                      4.60         3.81       21 
    Profit before tax                          4.60         2.81       64 
    Basic EPS (p) pre exceptional 
     item                                      8.07         7.04       15 
    Basic EPS (p)                              8.07         5.20       55 
     Interim dividend (p)                      1.97         1.91        3 
 
 

(1) Before amortisation of acquired intangible assets GBP0.15m; (2017 GBP0.16m) and exceptional items GBPnil; 2017: GBP1.0m)

Commenting on the results, David Stirling, Group CEO, said:

"Zotefoams' ambition is to be the world leader in cellular materials technology in our chosen markets and, in the period, we have delivered strong organic growth and accelerated our investment plans to realise this ambition.

In the first half of 2018 we also commissioned the initial phase of capacity expansion in Kentucky, USA, which allowed us to increase sales volumes in what remains a capacity constrained environment. Sales of higher value High Performance Products have grown very strongly and now represent 24% (2017: 15%) of Group sales. We enter the second half of the year with a strong order book, a differentiated product portfolio and continued growth expectations across all business units.

The Group continues to trade in line with the Board's expectations and the Board remains confident in the future prospects for the business".

Enquiries:

 
 Zotefoams plc                +44 (0) 208 664 1600 
 David Stirling, Group CEO 
 Gary McGrath, Group CFO 
 
 IFC Advisory                 +44 (0) 203 934 6630 
 Graham Herring 
  Miles Nolan 
  Zach Cohen 
 

About Zotefoams plc

Zotefoams plc (LSE - ZTF) is a world leader in cellular materials technology. Utilising a variety of unique manufacturing processes, including environmentally friendly nitrogen expansion for lightweight AZOTE(R) polyolefin and ZOTEK(R) high-performance foams, Zotefoams sells to diverse markets worldwide. Zotefoams uses its own cellular materials to manufacture T-FIT(R) advanced insulation for demanding industrial markets. In addition, Zotefoams owns and licenses patented MuCell(R) microcellular foam technology, developed specifically for extrusion applications, from a base in Massachusetts, USA to customers worldwide.

Zotefoams is headquartered in Croydon, UK, with additional manufacturing sites in Kentucky and Oklahoma, USA (foam products manufacture and conversion), Massachusetts, USA (MuCell Extrusion) and Jiangsu Province, China (T-FIT(R)). A third foam-manufacturing site, in Poland, is planned to begin operations in 2020.

www.zotefoams.com

AZOTE(R), ZOTEK(R), T-FIT(R) are registered trademarks of Zotefoams plc

MuCell(R) is a registered trademark of Trexel Inc.

Results overview

In the first six months of 2018 Group revenue increased by 12% to a record GBP37.89m (2017: GBP33.84m). In constant currency, growth was 17%, with particularly strong sales performance in our HPP business and continued good progress in Polyolefin Foams.

Gross profit increased by 7% to GBP12.92m (2017: GBP12.02m) with improved volumes, a strong positive mix impact from our HPP business growth and price increases in polyolefin foams across the UK and Europe. Our gross margin percentage moved from 35.5% in 2017 to 34.1%, reflecting unfavourable foreign exchange movements and higher overhead and non-optimal running costs as we started up polyolefin capacity in the USA.

In H1 2018 profit before tax and exceptional item grew by 21% to GBP4.60m (2017: GBP3.81m), while profit before tax was up 64% to GBP4.60m (2017: GBP2.81m). In H1 2017 the Group reported an exceptional item in relation to the breakage of salary linkage of its Defined Benefit Pension Scheme, amounting to GBP1.0m.

Basic earnings per share before exceptional item increased to 8.07p (2017: 7.04p) and includes the two-month impact of the equity raise completed in May 2018. The Directors have decided to increase the interim dividend to 1.97p per share (2017: 1.91p), an increase of 3.1%, reflecting the Board's continued confidence in the Group's future.

Financial and operational review

High-Performance Products ('HPP')

HPP sales almost doubled in constant currency, to GBP9.70m (2017: GBP4.98m). This increase was predominantly a result of very strong growth in footwear products as our foam becomes established in more shoe models. Footwear is now the largest market within HPP. We also saw strong growth in ZOTEK(R) F fluoropolymer foams, against a weaker comparative which had been adversely affected by an aviation customer destocking. ZOTEK(R) N nylon foam and our T-FIT(R) insulation products reported small absolute declines in revenue, although these were timing-related, and we remain excited about the long-term growth prospects of these products. In reporting currency sales of GBP9.04m were 82% above the previous year (2017: GBP4.98m).

The segment profit in HPP is an aggregate of products and markets at different stages of development. Within this portfolio ZOTEK(R) PEBA and ZOTEK(R) F foams, mainly used for footwear and aviation respectively, have both reached a scale such that they are now profitable, and we are focusing on cycle time and material efficiency in advance of additional equipment commissioning to increase capacity for these products scheduled in H1 2019. T-FIT(R) insulation has a mixture of profitable lines and earlier stage products, with investment in operational capability in China and sales teams globally. We intend to continue with both this investment and that in nylon foam, both of which we believe offer good potential to support our long-term ambition. Segment profit in HPP increased by 158% to GBP1.68m (2017: GBP0.65m), delivering a 19% segment profit margin for the period (2017: 13%).

Polyolefin Foams

In constant currency, sales in Polyolefin Foams increased by 7% to GBP29.4m (2017: GBP27.5m), with volumes 3% ahead of 2017. This sales increase was tempered as we operated at capacity during the period, as HPP took a higher allocation of UK capacity and our USA facility ramped up output in the second quarter. As a consequence of this, some capacity allocation decisions were required across the product range and in most geographical markets. In continental Europe, our largest market, sales increased by 12% with transportation and industrial sales particularly strong. In the UK revenue grew 3% while in North America, which was most impacted by capacity allocation, sales increased 2%. Sales in other geographies, representing 7% of Polyolefin Foams revenue, were relatively flat due to our allocation policies. In reporting currency, Polyolefin Foams sales increased 4% to GBP27.98m (2017: GBP26.90m).

Segment profit in Polyolefin Foams, before exceptional items, declined by 21% to GBP4.55m (2017: GBP5.73m), as the benefit of increased sales volume, better average sales prices and lower average input costs for our main raw material, low density polyethylene ('LDPE'), was more than offset by additional depreciation and operating costs in the recently commissioned USA capacity expansion. While the additional costs of operating this facility were expected, a slower than planned ramp-up of capacity resulted in less favourable operating leverage, additional shipping costs from the UK to support North American customers and higher than normal scrap levels. This situation is largely resolved at this time and we are continuing to work through a sales backlog and deliver operational efficiency improvements, the last of which will come on line late in Q4. This delivered a segment profit margin of 16% (2017: 21%).

MuCell Extrusion LLC ('MEL')

MEL licenses microcellular foam technology and sells related machinery. Sales in the period were GBP0.86m (2017: GBP1.96m) with 2017 benefiting from the shipment of a full extrusion line to a customer in Japan, representing MEL's largest individual equipment order. Excluding the extruder shipment from 2017, in constant currency total sales increased by 20%, with licence and royalty fees also increasing by 20%. We continue to make progress in developing our technology and selling equipment to convert additional licensee lines but at a pace which has not been in line with the longer-term goals of the Zotefoams Group. A recent review has resulted in a more focused organisational structure with clarity on the required engineering and support staff to deliver to the potential of the technology.

MEL reported a segment loss after amortisation costs of GBP0.78m (2017: loss GBP0.87m, which included a one-off charge of GBP0.31m arising from inventory adjustments).

Currency review

As a predominantly UK-based exporter, Zotefoams has over 80% of its sales denominated in US dollars and euros. With most costs incurred in sterling, other than the main raw materials processed at the Croydon, UK, plant, which are in euros, and the operating costs of the Group's US and Chinese activities, which are in US dollars, movements in foreign exchange rates can have a significant impact on the Group's results. The average Euro rate was 1.14:GBP1 for the first six months of 2018 (equivalent 2017 rate 1.16:GBP1) and the average US dollar rate was 1.38:GBP1 (equivalent 2017 rate 1.27:GBP1).

The period-end exchange rates and the movement between the period opening and closing rates generated a combined forward contract and non-cash translation gain of GBP0.67m (2017: loss of GBP0.27m), offsetting movements related to trading activity, which is included in administration expenses.

Investment in organisation

The Group continues to pursue its expansion strategy, founded on proprietary cellular-materials technology with an increasing portfolio of differentiated products.

Organic growth with unique products requires the Group to actively invest in manufacturing, processing and engineering capability to deliver the new capacity coming on-stream around the world. Within cost of sales, these costs increased by GBP1.5m in H1 2018 vs the previous period.

This organic growth also requires investment in, and reprioritisation of technical, sales-focused and administration resources to create, execute and manage this growth. Included within distribution and administrative expenses in the Group's Income Statement are sales and marketing, warehousing, technical development, finance, information systems and administration costs as well as the impact of foreign exchange hedges maturing in the period and non-cash foreign exchange translation expenses. These costs, excluding the impact of foreign exchange hedges and translation, increased by a further GBP0.92m to GBP8.56m in H1 2018 (2017: GBP7.65m). The Group expects this investment to continue as it progresses its strategy of mix enrichment and completes its ongoing capital investments.

Group financing

In May 2018 the Group completed a debt refinancing to enable it to continue to grow capacity and meet its expected demand growth securing increased facilities of GBP57.5m (up 64% from previous facilities of approximately GBP35m) at improved pricing. The Facility comprises a GBP25 million multi-currency term loan, a GBP25 million multi-currency revolving credit facility and a further GBP7.5 million sterling annually renewable term loan. The negotiated facility also includes a GBP25 million accordion feature to provide additional flexibility to pursue further investment opportunities in the future.

Simultaneously, the Group successfully raised GBP20.6m (before expenses) of equity through a placing, with proceeds intended for investment in a new Central European foam manufacturing facility.

Tax and cash flow

Zotefoams' estimated average annual tax rate used for the period to 31 December 2018 is 21.41% (31 December 2017: 20.40%), which is above the UK corporation tax rate for the period of 19% due to differences in tax rates across jurisdictions. Cash used in operations was GBP0.63m (2017: generated from operations GBP5.80m), impacted by net investment in working capital in the period of GBP7.82m, mainly growth, mix and timing related. Capital expenditure was GBP5.75m (2017: GBP4.96m), primarily related to completing the capacity expansion project in Kentucky, USA as well as investing in high-temperature low-pressure vessels at the Croydon, UK, manufacturing facility.

After the net cash inflow of GBP20.08m from the May equity raise, net debt (cash less bank overdrafts and other bank borrowings) decreased by GBP10.82m from GBP17.96m (December 2017) to GBP7.14m.

Pensions

A full actuarial valuation of the Defined Benefit Pension Scheme (DB Scheme) as at 5 April 2017, in line with the requirement to have a triennial valuation, was completed during the period and calculated a deficit for the DB Scheme, on a Statutory Funding Objective basis, of GBP4.18m (up from the previous deficit of GBP2.50m). As a result, the Company has agreed with the Trustees to make contributions to the DB Scheme of GBP43,300 per month until October 2026 to eliminate this deficit, up from GBP41,000 per month previously. In addition, the Company will pay the ongoing DB Scheme expenses of GBP15,000 per month (previously GBP10,600).

In the previous period, following legal advice received by the pension trustees and an estimate calculated by the actuaries, the Company provided GBP1m for potential additional liabilities, which was treated as an exceptional item. In the period to June 2018 the process of obtaining informed consent from members of the DB Scheme, to close the scheme effectively, was completed. 70% of the affected members of the scheme consented and a majority of these members are in the higher salary bands, resulting in a low risk of material exposure.

Capital expenditure

Zotefoams is investing significantly in capacity to support future growth. In March 2018 the Group successfully commissioned its full process capability in Kentucky, USA, which cost a total of approximately $33m, including a second high-pressure autoclave for future commissioning, and increases global capacity by approximately 20%. In March 2018 the Group announced the investment of $9m to proceed with the commissioning of that second autoclave, with an expected commissioning date of late 2019. Furthermore, the Group has been investing, since December 2017, in additional high-temperature, low-pressure capacity at its Croydon, UK, plant, expected to come on stream during 2019, with a total investment cost of approximately GBP12m which, although capable of expanding all foams produced by Zotefoams, is targeted at the fast-growing HPP business. And most recently, in May 2018, the Group raised new equity and debt to support investment in a new foam manufacturing plant in Poland, expected to become operational in 2020 and to cost approximately GBP23m to cover land, buildings and the first phase of capacity. All capital projects remain on target for their scheduled completion dates.

Employees and talent management

Talent management continues to be very important to Zotefoams as it grows and evolves, both in the UK and overseas. The opportunities we have, in new products, markets and geographies, require that we identify and develop the right people to define and deliver to our potential. Over the past six months we have continued to recruit to meet the needs of our business.

On behalf of the Board, we would like to thank all our employees for their continued contribution to Zotefoams in the period.

Dividend

Reflecting the Board's continued confidence in the Group's future, the Directors have increased the interim dividend by 3.1%% to 1.97 pence per share (2017: 1.91 pence). The dividend will be paid on 11 October 2018 to shareholders on the Company's register at the close of business on 14 September 2018.

Principal risks and uncertainties

Zotefoams' business and share price may be affected by a number of risks, not all of which are within its control. The process Zotefoams has in place for identifying, assessing and managing risks is set out in the Risk Statement and Principal Risks section on pages 23 to 29 of the 2017 Annual Report. The specific principal risks (which could impact Zotefoams' sales, profits and reputation) and relevant mitigating factors, as currently identified by Zotefoams' risk management process, have not changed significantly since the publication of the last Annual Report and detailed explanations of these can be found in the 2017 Annual Report. Broadly, these risks include operational disruption, operational execution, technology change and competitor activity, people, operational span of control, supply chain disruption, foreign exchange, macro-economic factors, financing, commercial, pension and operational cyber threats.

Current trading and prospects

In our AZOTE(R) Polyolefin Foams business the additional capacity from our Kentucky facility will allow us to deliver against a strong order book through to the end of 2018. In HPP we anticipate sales to increase further with demand for all product lines expected to be higher than first half shipments. In MEL we expect sales to be higher than in the first half as there is a normal seasonality in this business and underlying growth, although with both MEL and T-FIT(R) there is a higher than normal timing risk to revenue linked to customer project completions. Foreign exchange rates are currently at similar levels to those experienced in the second half of 2017 and therefore we anticipate no significant transactional impact for the remainder of the year. Indications are that pricing of Low Density Polyethylene ("LDPE"), our major raw material, will remain at a similar level to the first six months of this year.

Outlook

We enter the second half of the year with a strong order book, a differentiated product portfolio, continued good growth expectations across all business units, and progressing as expected with our capacity expansion projects in the USA, UK and Poland.

The Group continues to trade in line with the Board's expectations and the Board remains confident in the future prospects for the business.

   S P Good                      D B Stirling 
   Chairman                      Group CEO 
   6 August 2018               6 August 2018 

ZOTEK(R), AZOTE(R) and T-FIT(R) are registered trademarks of Zotefoams plc. MuCell(R) is a registered trademark of Trexel Inc.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors confirm that these condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

   --      material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report. 

The Directors of Zotefoams plc are listed in the Zotefoams plc Annual Report for 31 December 2017, with the exception of the following change in the period: Mr Richard Clowes retired on 16 May 2018. A list of current Directors is maintained on the Zotefoams plc website: www.zotefoams.com

By order of the Board:

 
 S P Good        G C McGrath 
 Chairman        Group CFO 
 6 August 2018   6 August 2018 
 

CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT FOR THE SIX MONTHSED 30 JUNE 2018

 
                                                    Six months ended        Year ended 
                                               -------------------------- 
                                                  30-Jun-18     30-Jun-17    31-Dec-17 
                                                (Unaudited)   (Unaudited)    (Audited) 
                                        Notes       GBP'000       GBP'000      GBP'000 
 Revenue                                    6        37,888        33,842       70,146 
 Cost of sales                                     (24,972)      (21,826)     (44,659) 
-------------------------------------  ------  ------------  ------------  ----------- 
 Gross profit                                        12,916        12,016       25,487 
 Distribution costs                                 (3,432)       (2,603)      (5,754) 
 Administrative expenses before 
  exceptional item                                  (4,460)       (5,313)     (10,359) 
 Exceptional item                                         -       (1,000)      (1,265) 
 Administrative expenses after 
  exceptional item                                  (4,460)       (6,313)     (11,624) 
-------------------------------------  ------  ------------  ------------  ----------- 
 Operating profit                                     5,024         3,100        8,109 
-------------------------------------  ------  ------------  ------------  ----------- 
 Operating profit before exceptional 
  item                                                5,024         4,100        9,374 
-------------------------------------  ------  ------------  ------------  ----------- 
 Finance costs                                        (419)         (287)        (508) 
 Share of loss from joint venture                       (3)           (6)         (53) 
-------------------------------------  ------  ------------  ------------  ----------- 
 Profit before income tax                             4,602         2,807        7,548 
 Profit before income tax and exceptional 
  item                                                4,602         3,807        8,813 
 Income tax expense                         7         (983)         (530)      (1,540) 
-------------------------------------  ------  ------------  ------------  ----------- 
 Profit for the period/year                           3,619         2,277        6,008 
 Profit for the period/year 
  before exceptional item                             3,619         3,084        7,033 
-------------------------------------  ------  ------------  ------------  ----------- 
 Profit attributable to: 
 Owners of the Parent                                 3,619         2,277        6,008 
-------------------------------------  ------  ------------  ------------  ----------- 
                                                      3,619         2,277        6,008 
 Earnings per share attributable 
  to the equity holders of the 
  parent during the period/year 
  (expressed in pence per share) 
 Basic earnings per share                  10          8.07          5.20        13.70 
-------------------------------------  ------  ------------  ------------  ----------- 
 Diluted earnings per share                10          7.94          5.11        13.52 
-------------------------------------  ------  ------------  ------------  ----------- 
 

The notes below form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHSED 30 JUNE 2018

 
                                                       Six months ended        Year ended 
                                                  -------------------------- 
                                                     30-Jun-18     30-Jun-17    31-Dec-17 
                                                   (Unaudited)   (Unaudited)    (Audited) 
                                                       GBP'000       GBP'000      GBP'000 
------------------------------------------------ 
 Profit for the period/year                              3,619         2,277        6,008 
------------------------------------------------  ------------  ------------  ----------- 
 Other comprehensive (expense)/income 
 Items that will not be reclassified 
  to profit or loss 
 Actuarial gains on defined benefit pension 
  schemes                                                    -             -        2,080 
 Tax relating to items that will not 
  be reclassified                                            -             -        (502) 
------------------------------------------------  ------------  ------------  ----------- 
 Total items that will not be reclassified 
  to profit or loss                                          -             -        1,578 
------------------------------------------------  ------------  ------------  ----------- 
 Items that may be reclassified subsequently 
  to profit or loss 
 Effective portion of changes in fair 
  value of cash flow hedges                              (372)           497          508 
 Tax relating to items that may be reclassified             63          (94)         (93) 
 Foreign exchange translation gains/(losses) 
  on investment in foreign subsidiaries                    371       (2,081)      (3,336) 
------------------------------------------------  ------------  ------------  ----------- 
 Total items that may be reclassified 
  subsequently to profit or loss                            62       (1,678)      (2,921) 
------------------------------------------------  ------------  ------------  ----------- 
 Other comprehensive income/(expense) 
  for the period/year, net of tax                           62       (1,678)      (1,343) 
------------------------------------------------  ------------  ------------  ----------- 
 Total comprehensive income for the period/year          3,681           599        4,665 
------------------------------------------------  ------------  ------------  ----------- 
 Total comprehensive income attributable 
  to owners of the parent for the period/year            3,681           599        4,665 
------------------------------------------------  ------------  ------------  ----------- 
 

The notes below form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

 
                                               30-Jun-18     30-Jun-17   31-Dec-17 
                                             (Unaudited)   (Unaudited)   (Audited) 
                                     Notes       GBP'000       GBP'000     GBP'000 
----------------------------------  ------  ------------  ------------  ---------- 
 Assets 
 Non-current assets 
 Property, plant and equipment                    58,533        50,975      54,116 
 Intangible assets                                 6,582         7,080       6,681 
 Investments in joint venture                         86           136          89 
 Deferred tax assets                                 442           859         362 
----------------------------------  ------ 
                                                  65,643        59,050      61,248 
----------------------------------  ------  ------------  ------------  ---------- 
 Current assets 
 Inventories                                      16,516        12,244      14,710 
 Trade and other receivables                      25,631        19,844      19,733 
 Derivative financial instruments                      4           223         213 
 Cash and cash equivalents                         5,802         2,530       4,360 
----------------------------------  ------  ------------  ------------  ---------- 
                                                  47,953        34,841      39,016 
----------------------------------  ------  ------------  ------------  ---------- 
 Total assets                                    113,596        93,891     100,264 
----------------------------------  ------  ------------  ------------  ---------- 
 Liabilities 
 Current liabilities 
 Trade and other payables                       (10,641)      (11,730)    (10,429) 
 Derivative financial instruments                  (222)          (80)        (59) 
 Current tax liability                           (1,939)       (1,489)     (1,662) 
 Interest-bearing loans and 
  borrowings                            12       (7,477)      (10,251)    (11,316) 
 Bank overdraft                                        -       (1,104)     (2,550) 
----------------------------------  ------  ------------  ------------  ---------- 
                                                (20,279)      (24,654)    (26,016) 
----------------------------------  ------  ------------  ------------  ---------- 
 Non-current liabilities 
 Interest-bearing loans and 
  borrowings                            12       (5,466)       (4,869)     (8,450) 
 Deferred tax liabilities                          (614)         (550)       (540) 
 Post-employment benefits                        (5,986)       (8,311)     (6,168) 
----------------------------------  ------  ------------  ------------  ---------- 
                                                (12,066)      (13,730)    (15,158) 
----------------------------------  ------  ------------  ------------  ---------- 
 Total liabilities                              (32,345)      (38,384)    (41,174) 
----------------------------------  ------  ------------  ------------  ---------- 
 Total net assets                                 81,251        55,507      59,090 
----------------------------------  ------  ------------  ------------  ---------- 
 Equity 
 Issued share capital                   14         2,415         2,221       2,221 
 Share premium                          14        44,178        24,340      24,340 
 Own shares held                                    (21)          (27)        (26) 
 Capital redemption reserve                           15            15          15 
 Translation reserve                               2,982         3,866       2,611 
 Hedging reserve                                   (213)            84          96 
 Retained earnings                                31,895        25,008      29,833 
----------------------------------  ------  ------------  ------------  ---------- 
                                                  81,251        55,507      59,090 
----------------------------------  ------  ------------  ------------  ---------- 
 

The notes below form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE SIX MONTHSED 30 JUNE 2018

 
                                               Six months ended        Year ended 
                                          -------------------------- 
                                             30-Jun-18     30-Jun-17    31-Dec-17 
                                           (Unaudited)   (Unaudited)    (Audited) 
                                               GBP'000       GBP'000      GBP'000 
---------------------------------------   ------------  ------------  ----------- 
 Cash flows from operating activities 
 Profit for the period/year                      3,619         2,277        6,008 
 Adjustments for: 
 Depreciation and amortisation                   2,289         1,649        3,496 
 Finance costs                                     419           287          508 
 Share of loss from joint venture                    3             6           53 
 Employee defined benefit service 
  charges                                            -         1,000        1,235 
 Equity-settled share-based payments               182           240          459 
 Taxation                                          983           530        1,540 
----------------------------------------  ------------  ------------  ----------- 
 Operating profit before changes 
  in working capital and provisions              7,495         5,989       13,299 
 Increase in trade and other 
  receivables                                  (6,045)         (326)         (99) 
 Increase in inventories                       (1,938)         (341)      (2,795) 
 Increase in trade and other 
  payables                                         166           796          190 
 Decrease in post-employment 
  benefits                                       (309)         (318)        (619) 
----------------------------------------  ------------  ------------  ----------- 
 Cash (used in)/generated from 
  operations                                     (631)         5,800        9,976 
 Interest paid                                   (272)         (108)        (301) 
 Income taxes paid                               (773)         (208)        (943) 
----------------------------------------  ------------  ------------  ----------- 
 Net cash flows (used in)/ from 
  operating activities                         (1,676)         5,484        8,732 
----------------------------------------  ------------  ------------  ----------- 
 Cash flows from investing activities 
 Purchases of intangibles                        (119)          (78)        (360) 
 Proceeds on disposal of property, 
  plant and equipment                                -             -            4 
 Purchases of property, plant 
  and equipment                                (5,629)       (4,885)     (11,385) 
----------------------------------------  ------------  ------------  ----------- 
 Net cash used in investing activities         (5,748)       (4,963)     (11,741) 
----------------------------------------  ------------  ------------  ----------- 
 Cash flows from financing activities 
 Proceeds from options exercised 
  and issue of share capital                        31             -           30 
 Proceeds of share issue, net 
  of expenses                                   20,078             -            - 
 Repayment of borrowings                      (43,294)         (651)      (1,309) 
 Proceeds from borrowings, net 
  of expenses                                   36,476         1,500        6,605 
 Dividends paid                                (1,763)       (1,710)      (2,547) 
----------------------------------------  ------------  ------------  ----------- 
 Cash flows from/ (used in) financing 
  activities - net                              11,528         (861)        2,779 
----------------------------------------  ------------  ------------  ----------- 
 Net increase/(decrease) in cash, 
  cash equivalents and bank overdrafts           4,104         (340)        (230) 
 Cash, cash equivalents and bank 
  overdrafts at start of period/year             1,810         2,063        2,063 
 Exchange losses                                 (112)         (297)         (23) 
----------------------------------------  ------------  ------------  ----------- 
 Cash and cash equivalents at 
  end of period/year                             5,802         1,426        1,810 
----------------------------------------  ------------  ------------  ----------- 
 
 Cash and cash equivalents comprises: 
 Bank overdrafts                                     -       (1,104)      (2,550) 
 Cash at bank and in hand                        5,802         2,530        4,360 
----------------------------------------  ------------  ------------  ----------- 
 Cash and cash equivalents                       5,802         1,426        1,810 
----------------------------------------  ------------  ------------  ----------- 
 

Cash and cash equivalents comprise cash at bank, short-term highly liquid investments with a maturity date of less than three months and bank overdrafts.

The notes below form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHSED 30 JUNE 2018

 
                                                      Own               Capital 
                               Share      Share    shares            redemption             Translation              Hedging   Retained     Total 
                             capital    premium      held               reserve                 reserve              reserve   earnings    equity 
                     Notes   GBP`000    GBP`000   GBP`000               GBP`000                 GBP`000              GBP`000    GBP`000   GBP`000 
 Balance as at 1 
  January 
  2018                         2,221     24,340      (26)                    15                   2,611                   96     29,833    59,090 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 Profit for the 
  period                           -          -         -                     -                       -                    -      3,619     3,619 
 Foreign exchange 
  translation 
  gains 
  on investment in 
  subsidiaries                     -          -         -                     -                     371                    -          -       371 
 Effective portion 
  of changes in 
  fair 
  value of cash 
  flow 
  hedges net of 
  recycling                        -          -         -                     -                       -                (372)          -     (372) 
 Tax relating to 
  effective 
  portion of 
  changes 
  in fair value of 
  cash flow hedges 
  net of recycling                 -          -         -                     -                       -                   63          -        63 
 Actuarial loss on 
 defined benefit 
 pension 
 scheme                            -          -         -                     -                       -                    -          -         - 
 Tax relating to 
 actuarial 
 loss on defined 
 benefit 
 pension scheme                    -          -         -                     -                       -                    -          -         - 
 Total 
  comprehensive 
  income/(expense)                 -          -         -                     -                     371                (309)      3,619     3,681 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 Transactions with 
 owners of the 
 Parent: 
 Options exercised                 -          -         5                     -                       -                    -         26        31 
 Proceeds from 
  shares 
  issued, net of 
  expenses              14       194     19,838         -                     -                       -                    -          -    20,032 
 Equity-settled 
  share-based 
  payments net of 
  tax                              -          -         -                     -                       -                    -        180       180 
 Dividends               9         -          -         -                     -                       -                    -    (1,763)   (1,763) 
 Total 
  transactions 
  with owners, 
  recognised 
  directly in 
  equity                         194     19,838         5                     -                       -                    -    (1,557)    18,480 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 Balance at 30 
  June 
  2018 (Unaudited)             2,415     44,178      (21)                    15                   2,982                (213)     31,895    81,251 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 
                                                      Own               Capital 
                               Share      Share    shares            redemption             Translation              Hedging   Retained     Total 
                             capital    premium      held               reserve                 reserve              reserve   earnings    equity 
                     Notes   GBP`000    GBP`000   GBP`000               GBP`000                 GBP`000              GBP`000    GBP`000   GBP`000 
 Balance at 1 
  January 
  2017                         2,221     24,340      (31)                    15                   5,947                (319)     24,210    56,383 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 Profit for the 
  period                           -          -         -                     -                       -                    -      2,277     2,277 
 Foreign exchange 
  translation 
  losses 
  on investment in 
  subsidiaries                     -          -         -                     -                 (2,081)                    -          -   (2,081) 
 Effective portion 
  of changes in 
  fair 
  value of cash 
  flow 
  hedges net of 
  recycling                        -          -         -                     -                       -                  497          -       497 
 Tax relating to 
  effective 
  portion of 
  changes 
  in fair value of 
  cash flow hedges 
  net of recycling                 -          -         -                     -                       -                 (94)          -      (94) 
 Total 
  comprehensive 
  (expense)/ 
  income                           -          -         -                     -                 (2,081)                  403      2,277       599 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 Transactions with 
 owners of the 
 Parent:                           -          -         -                     -                       -                    -          -         - 
 Options exercised                 -          -         4                     -                       -                    -        (4)         - 
 Equity-settled 
  share-based 
  payments net of 
  tax                              -          -         -                     -                       -                    -        235       235 
 Dividends               9         -          -         -                     -                       -                    -    (1,710)   (1,710) 
 Total 
  transactions 
  with owners, 
  recognised 
  directly in 
  equity                           -          -         4                     -                       -                    -    (1,479)   (1,475) 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 Balance at 30 
  June 
  2017 (Unaudited)             2,221     24,340      (27)                    15                   3,866                   84     25,008    55,507 
------------------  ------  --------  ---------  --------  --------------------  ----------------------  -------------------  ---------  -------- 
 

During the six months period ended 30 June 2018, 117,593 (June 2017: 79,512) shares vested and were issued from the Zotefoams Employee Benefit Trust ('EBT') following the exercise of these options.

The notes below form an integral part of these condensed consolidated interim financial statements.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHSED 30 JUNE 2018

   1.    GENERAL INFORMATION 

Zotefoams plc ('the 'Company') and its subsidiaries and joint venture (together, 'the Group') manufacture and sell high-performance foams and license related technology for specialist markets worldwide.

The Group has manufacturing sites in the UK, the US and China.

The Company is a public limited company which is listed on the London Stock Exchange and incorporated and domiciled in the UK. The address of the registered office is 675 Mitcham Road, Croydon, CR9 3AL.

These condensed consolidated interim financial statements were approved for issue on 7 August 2018.

These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2017 were approved by the Board of Directors on 6 April 2018 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

These condensed consolidated interim financial statements have been reviewed, not audited.

These condensed consolidated interim financial statements for the six months ended 30 June 2018 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting', as adopted by the European Union. The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with IFRSs as adopted by the European Union.

Forward-looking statements

Certain statements in this condensed set of consolidated interim financial statements are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Going-concern basis

The Group both refinanced its debt facilities and raised new equity in May 2018 generating sufficient liquidity to support its medium-term growth expectations. The Group meets its day-to-day working capital requirements through its bank facilities. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance and accounting for the Group's ability to control the timing of its capital expenditure projects, show that the Group should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements. Having reassessed the principal risks, the directors considered it appropriate to adopt the going concern basis of accounting in preparing its condensed consolidated interim financial statements.

   2.    BASIS OF PREPARATION 

ACCOUNTING POLICIES

The accounting policies adopted are consistent with those of the previous financial year except as described below.

-- The Group has had to change its accounting policies as a result of adopting the following new standards:

o IFRS 9 'Financial Instruments'

o IFRS 15 'Revenue from Contracts with Customers'

The above accounting standards became effective from 1 January 2018. No material retrospective adjustments have been made or prospective adjustments expected as of date.

-- A number of amendments to IFRSs became effective for the financial year beginning on 1 January 2018. The other standards did not have any impact on the Group's accounting policies and did not require retrospective adjustments. The Group has made further progress in assessing the potential impact of IFRS 16 and expects to complete its assessment before end of year.

-- Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

Standards issued but not yet applied

IFRS 16 'Leases' is effective and will be applied for the financial year beginning on 1 January 2019. The interim results for FY19 will be IFRS 16 compliant with the first annual report published in accordance with IFRS 16 being the 31 December 2019 report.

On the adoption of IFRS 16, lease agreements will give rise to both a right-of-use asset and a lease liability for future lease payables. The lease liability will be initially measured based on the present value of lease payments to be made, excluding any contingent rentals, over the lease term. The lease term includes any extension options reasonably certain of being exercised. The right-of-use asset will be initially measured at the value of the lease liability plus any initial direct costs, less any impairment provisions and will be depreciated on a straight-line basis over the life of the lease. Interest will be recognised on the lease liability as the discount unwinds, resulting in a higher interest expense in the earlier years of the lease term. The total expense recognised in the Income Statement over the life of the lease will be unaffected by the new standard. However, IFRS 16 will result in the timing of lease expense recognition being accelerated for leases which would be currently accounted for as operating leases.

The Group plans to adopt a modified retrospective transition approach and so comparative information will not be adjusted. Rather the cumulative effect of initially applying the standard is recognised as an adjustment to the opening Statement of Financial Position. On transition the Group will measure the right-of-use asset at the value of the lease liability plus any initial direct costs, less any impairment provisions.

The Group also plans to take advantage of the following practical expedients in adopting IFRS 16:

-- application of a single discount rate to a portfolio of leases with similar characteristics and

-- electing not to apply IFRS 16 requirements to leases with a lease term that ends within 12 months of the date of initial application.

   3.    ESTIMATES AND JUDGEMENTS 

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year

ended 31 December 2017, with the exception of changes in estimates that are required in determining the provision for income taxes.

   4.    FINANCIAL RISK MANAGEMENT 

Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 31 December 2017.

There have been no changes in the risk management department or in any risk management policies since the year end. Refer to note 13 for changes to the Group's risks arising from developments during the six-month period ended 30 June 2018.

   5.    SEASONALITY OF OPERATIONS 

The seasonality of the Groups' business has been largely eliminated, with most variability derived from order timing from HPP and MEL, and customer inventory management according to their specific business needs. There remains an underlying cyclical nature of our markets, over the longer macroeconomic business cycle, as the Group sells into a wide variety of business segments, many of which are themselves cyclical.

   6.    SEGMENT REPORTING 

The Group's operating segments are reported in a manner consistent with the internal reporting provided to and regularly reviewed by the Group Chief Executive Officer, David Stirling, who is considered to be the 'chief operating decision maker' for the purpose of evaluating segment performance and allocating resources.

The Group manufactures and sells high-performance foams and licenses related technology for specialist markets worldwide. Zotefoams' activities are categorised as follows:

-- Polyolefins foams: these foams are made from olefinic homopolymer and copolymer resin. The most common resin used is polyethylene.

-- High-Performance Products ('HPP'): these foams exhibit high-performance on certain key properties, such as improved chemical, flammability or temperature performance or energy management performance. Turnover in the segment is currently mainly derived from products manufactured from three main polymer types: PVDF fluoropolymer, polyamide (nylon) and polyether block amide (PEBA). Foams are sold under the brand names ZOTEK(R) while technical insulation products manufactured from certain materials are branded as T-FIT(R).

-- MuCell Extrusion LLC ('MEL'): licenses microcellular foam technology and sells related machinery.

 
                                    Polyolefins                       HPP                  MEL                  Eliminations              Consolidated 
                       -------------------------------------  -------------------  ------------------  -----------------------------  -------------------- 
                                 2018 H1            2017 H1    2018 H1    2017 H1   2018 H1   2017 H1   2018 H1        2017 H1         2018 H1    2017 H1 
--------------------- 
 Six months ended 30 
 June (Unaudited)                GBP'000            GBP'000    GBP'000    GBP'000   GBP'000   GBP'000   GBP'000        GBP'000         GBP'000    GBP'000 
---------------------  --------------------------  ---------  ---------  --------  --------  --------  --------  -------------------  ---------  --------- 
 Group revenue                             27,982     26,905      9,044     4,979       862     1,958                                    37,888     33,842 
 Segment 
  profit/(loss) 
  before amortisation                       4,552      5,728      1,683       652     (633)     (704)                                     5,602      5,676 
 Amortisation of 
  acquired intangible 
  assets                                        -          -          -         -     (150)     (165)                                     (150)      (165) 
---------------------  --------------------------  ---------  ---------  --------  --------  --------  --------  -------------------  ---------  --------- 
 Segment 
  profit/(loss)                             4,552      5,728      1,683       652     (783)     (869)         -                    -      5,452      5,511 
 Foreign exchange 
  gains/ (losses)                                                                                                                           672      (266) 
 Unallocated central 
  costs                                                                                                                                 (1,100)    (1,145) 
---------------------  --------------------------  ---------  ---------  --------  --------  --------  --------  -------------------  ---------  --------- 
 Operating profit 
  before exceptional 
  items                                                                                                                                   5,024      4,100 
 Financing costs                                                                                                                          (419)      (287) 
 Share of loss from 
  joint venture                                                                                                                             (3)        (6) 
 Taxation (before 
  exceptional items)                                                                                                                      (983)      (723) 
---------------------  --------------------------  ---------  ---------  --------  --------  --------  --------  -------------------  ---------  --------- 
 Profit for the year 
  (before exceptional 
  items)                                                                                                                                  3,619      3,084 
 Segment assets                            81,090     73,535     23,829    10,576     8,145     8,562         -                    -    113,064     92,673 
 Unallocated assets                                                                                                                         532      1,218 
---------------------  --------------------------  ---------  ---------  --------  --------  --------  --------  -------------------  ---------  --------- 
 Total assets                                                                                                                           113,596     93,891 
 Segment liabilities                     (18,394)   (33,855)   (10,671)   (1,606)     (505)     (804)         -                    -   (29,570)   (36,265) 
 Unallocated 
  liabilities                                                                                                                           (2,775)    (2,119) 
---------------------  --------------------------  ---------  ---------  --------  --------  --------  --------  -------------------  ---------  --------- 
 Total liabilities                                                                                                                     (32,345)   (38,384) 
 

Geographical segments

Polyolefin foams are managed regionally but operate from the UK and the US locations. HPP and MEL are managed on a worldwide basis but operate from the UK, the US and Asian locations. In presenting information on the basis of geographical segments, segmental revenue is based on the geographical location of customers. Segment assets are based on the geographical location of assets.

 
                                        United Kingdom        Europe   North America   Rest of the world         Total 
                                           (Unaudited)   (Unaudited)     (Unaudited)         (Unaudited)   (Unaudited) 
                                               GBP`000       GBP`000         GBP`000             GBP`000       GBP`000 
-------------------------------------  ---------------  ------------  --------------  ------------------  ------------ 
 For the period ended 30 June 2018 
 Group revenue from external 
  customers                                      6,217        14,748           9,300               7,623        37,888 
 Non-current assets                             32,766             -          32,480                 396        65,642 
-------------------------------------  ---------------  ------------  --------------  ------------------  ------------ 
 For the period ended 30 June 2017 
 Group revenue from external 
  customers                                      6,409        12,454           9,757               5,222        33,842 
 Non-current assets                             30,082             -          28,345                 623        59,050 
-------------------------------------  ---------------  ------------  --------------  ------------------  ------------ 
 

Analysis of revenue by category

Breakdown of revenues by products and services for the Group:

 
                                   Six months ended 
                              -------------------------- 
                                 30-Jun-18     30-Jun-17 
                               (Unaudited)   (Unaudited) 
                                   GBP'000       GBP'000 
----------------------------  ------------  ------------ 
 Sale of foam                       37,026        31,884 
 Licence and royalty income            536           464 
 Sale of equipment                     326         1,494 
----------------------------  ------------  ------------ 
 Total                              37,888        33,842 
----------------------------  ------------  ------------ 
 
   7.    INCOME TAX EXPENSE 
 
                            Six months ended 
                       -------------------------- 
                          30-Jun-18     30-Jun-17 
                        (Unaudited)   (Unaudited) 
                            GBP'000       GBP'000 
 UK corporation tax            1041           611 
 Overseas tax                     9            27 
---------------------  ------------  ------------ 
 Total current tax            1,050           638 
 Deferred tax                  (67)         (108) 
---------------------  ------------  ------------ 
 Income tax expense             983           530 
---------------------  ------------  ------------ 
 

Income tax expense is recognised based on management's estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the year to 31 December 2018 is 21.41% (the effective tax rate for the year ended 31 December 2017 was 20.40%).

   8.    EXCEPTIONAL ITEMS 

Items that are material either because of their size or their nature or that are nonrecurring are considered as exceptional items and are presented within the line items to which they best relate. During the current period, no exceptional items have been recorded in the Income Statement.

During the prior period, following legal advice received by the pension trustees, the Company increased its defined benefit pension scheme liability by GBP1,000k, to reflect the fact that the Scheme may not have been closed to future accrual in 2005. This cost was included in the Condensed Consolidated Interim Income Statement as an operating exceptional item. At 31 December 2017, after further review, the Company increased its defined benefit pension scheme liability by a further GBP235k and provided GBP30k for related expenses.

   9.    DIVIDS 

A dividend of GBP1,763k (2017: GBP1,710k) that relates to the period to 31 December 2017 was paid in May 2018.

An interim dividend of 1.97 pence per share (2017: 1.91 pence per share) was proposed by the Board of Directors on 2 August 2018. It is payable on 11 October 2018 to shareholders who are on the register at 14 September 2018. This interim dividend, amounting to GBP944k (2017: GBP837k), has not been recognised as a liability in this interim financial information. It will be recognised in shareholders' equity in the year to 31 December 2018.

   10.   EARNINGS PER SHARE 

Earnings per ordinary share is calculated by dividing the consolidated profit after tax attributable to equity holders of the Parent Company of GBP3,619k (2017: GBP2,277k) by the weighted average number of shares in issue during the period, excluding own shares held by employee trusts which are administered by independent trustees. The number of shares held in the trust at 30 June 2018 was 403,758 (2017: 549,467). Distribution of shares from the trust is at the discretion of the trustees. Diluted earnings per ordinary share adjusts for the potential dilutive effect of share option schemes in accordance with IAS 33 Earnings per share.

 
                                                   Six months ended 
                                                 30-Jun-18     30-Jun-17 
                                               (Unaudited)   (Unaudited) 
--------------------------------------------  ------------  ------------ 
 Weighted average number of ordinary shares 
  in issue                                      44,839,931    43,819,872 
 Deemed issued for no consideration                777,033       777,305 
--------------------------------------------  ------------  ------------ 
 Diluted number of ordinary shares issued       45,566,964    44,597,177 
--------------------------------------------  ------------  ------------ 
 
   11.   RELATED PARTY TRANSACTIONS 

There were no material related party transactions requiring disclosure for the periods ended 30 June 2018 and 30 June 2017.

   12.   BORROWINGS 

In May the Group completed a debt refinancing to enable it to continue to grow capacity and meet its expected demand growth. Switching to Handelsbanken and NatWest, the Group secured increased facilities of GBP57.5m (up 64% from previous facilities of approximately GBP35m) at improved pricing. These facilities are secured against the property, plant and equipment, and debtors, of the Group. The facility comprises a GBP25 million multi-currency term loan, repayable in two equal instalments of GBP5m in year four and year five, with the reminder at the end of year five, a GBP25 million multi-currency revolving credit facility, repayable at the end of five years and a further GBP7.5 million sterling term loan, renewable annually and repayable over five years in equal quarterly repayments over the term. The negotiated facility also includes a GBP25 million accordion feature to provide additional flexibility to pursue further investment opportunities in the future.

 
                                                           Non-cash 
                                                            changes 
                                                        Transaction 
                                                          costs and 
                                                   foreign exchange 
 Group                         2017   Cashflows            movement   30-Jun-18 
-----------------------  ----------  ----------  ------------------  ---------- 
 Long-term borrowings         8,155     (2,926)                   -       5,229 
 Short-term borrowings       11,228     (3,843)                 (5)       7,380 
 Lease liabilities              383        (49)                   -         334 
-----------------------  ----------  ----------  ------------------  ---------- 
 Total liabilities           19,766     (6,818)                 (5)      12,943 
-----------------------  ----------  ----------  ------------------  ---------- 
                                                   Non-cash 
                                                    changes 
                                                        Transaction 
                                                          costs and 
                                                   foreign exchange 
 Group                         2016   Cashflows            movement   30-Jun-17 
-----------------------  ----------  ----------  ------------------  ---------- 
 Long-term borrowings         5,464       (281)               (314)       4,869 
 Short-term borrowings        9,156       1,130                (35)      10,251 
-----------------------  ----------  ----------  ------------------  ---------- 
 Total liabilities           14,620         849               (349)      15,120 
-----------------------  ----------  ----------  ------------------  ---------- 
 
   13.   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT 

Interest rate risk

The Group's interest rate risk arises from long-term borrowings and short-term bank overdraft. All the Group's current borrowings are issued at variable rates and expose the Group to cash flow interest rate risk. The Group has strong cash generation from its operations and closely monitors its borrowing levels to manage the interest rate risk. The Group's interest rate risk profile changed due to the debt refinancing explained in note 12.

The interest rate profile of the Group's borrowings at 30 June is shown below:

 
                                    30-Jun-18                                 30-Jun-17 
                    ----------------------------------------  ---------------------------------------- 
                       Effective                                 Effective 
                        interest                    Variable      interest                    Variable 
                            rate   Fixed rates         rates          rate   Fixed rates         rates 
------------------ 
                     (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
------------------ 
                               %       GBP'000       GBP'000             %       GBP'000       GBP'000 
------------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 Dollar long-term 
  borrowings               3.92%             -         5,229         3.95%         5,409             - 
 Sterling 
  long-term 
  borrowings               2.80%             -         7,380         3.50%           383             - 
 Multi-currency 
  RCF                          -             -             -         2.37%                       8,224 
 Bank overdraft                -             -             -         2.40%             -         1,104 
------------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 Total                                       -        12,609                       5,792         9,328 
------------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 

Liquidity risk

Group Finance performs cash flow forecasting in the operating entities of the Group, which is then aggregated. Group Finance monitors rolling forecasts of the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times, so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and any applicable external regulatory or legal requirements.

During the period ended 30 June 2018 the Group completed a debt refinancing on improved terms, as well as raised new equity of GBP20,032k, net of fees. This has changed the liquidity risk profile of the Group.

The following are the contractual maturities of financial liabilities, including estimated payments and excluding the effect of netting agreements:

 
                                                                   30-Jun-18 
                         --------------------------------------------------------------------------------------------- 
 Group                    Carrying amount   Contractual cash flows   1 year or less   1 to 2 years   More than 2 years 
                              (Unaudited)              (Unaudited)      (Unaudited)    (Unaudited)         (Unaudited) 
                                  GBP'000                  GBP'000          GBP'000        GBP'000             GBP'000 
-----------------------  ----------------  -----------------------  ---------------  -------------  ------------------ 
 Non-derivative 
 financial liabilities 
 Interest-bearing loans 
  and borrowings                 (12,943)                 (12,943)          (7,500)           (49)             (5,394) 
 Trade and other 
  payables                       (10,641)                 (10,641)         (10,641)              -                   - 
-----------------------  ----------------  -----------------------  ---------------  -------------  ------------------ 
 
 
                                                                   30-Jun-17 
                         --------------------------------------------------------------------------------------------- 
 Group                    Carrying amount   Contractual cash flows   1 year or less   1 to 2 years   More than 2 years 
                              (Unaudited)              (Unaudited)      (Unaudited)    (Unaudited)         (Unaudited) 
                                  GBP'000                  GBP'000          GBP'000        GBP'000             GBP'000 
-----------------------  ----------------  -----------------------  ---------------  -------------  ------------------ 
 Non-derivative 
 financial liabilities 
 Interest-bearing loans 
  and borrowings                 (15,120)                 (15,120)         (10,251)          (540)             (4,329) 
 Trade and other 
  payables                       (11,730)                 (11,730)         (11,730)              -                   - 
-----------------------  ----------------  -----------------------  ---------------  -------------  ------------------ 
 

Fair value estimation

To provide an indication about the reliability of the inputs used in determining fair value, the Group classifies its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.

The following table presents the Group's financial assets and financial liabilities measured and recognised at fair value at 30 June 2018 and 30 June 2017:

 
                                    Level 1         Level         Level         Total 
                                                        2             3 
                                (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
 30 June 2018                       GBP'000       GBP'000       GBP'000       GBP'000 
----------------------------  -------------  ------------  ------------  ------------ 
 Assets 
 Forward exchange contracts               -             4             -             4 
----------------------------  -------------  ------------  ------------  ------------ 
 Total assets                             -             4             -             4 
----------------------------  -------------  ------------  ------------  ------------ 
 Liabilities 
 Forward exchange contracts               -         (222)             -         (222) 
----------------------------  -------------  ------------  ------------  ------------ 
 Total liabilities                        -         (222)             -         (222) 
----------------------------  -------------  ------------  ------------  ------------ 
 
 
                                    Level 1       Level 2         Level         Total 
                                                                      3 
                                (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited) 
 30 June 2017                       GBP'000       GBP'000       GBP'000       GBP'000 
----------------------------  -------------  ------------  ------------  ------------ 
 Assets 
 Forward exchange contracts               -           223             -           223 
----------------------------  -------------  ------------  ------------  ------------ 
 Total assets                             -           223             -           223 
----------------------------  -------------  ------------  ------------  ------------ 
 Liabilities 
 Forward exchange contracts               -          (80)             -          (80) 
----------------------------  -------------  ------------  ------------  ------------ 
 Total liabilities                        -          (80)             -          (80) 
----------------------------  -------------  ------------  ------------  ------------ 
 

The forward exchange contracts have been fair valued using forward exchange rates that are quoted in an active market.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted (unadjusted) market prices at the end of the reporting period. The quoted marked price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

Group's valuation process

Derivatives financial instruments are valued using Barclays Bank's mid-market rate at the Statement of Financial Position date.

The Group's finance department performs the valuation of forward exchange contracts required for financial reporting purposes. This is reported to the Audit Committee.

The results of the valuation processes are included in the Group's monthly reporting to the Directors, which includes all members of the Audit Committee.

The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature. The fair value of the following financial assets and liabilities approximate to their carrying amount:

   --      Trade and other receivables 
   --      Cash and cash equivalents 
   --      Trade and other payables 

Fair value of financial assets and liabilities measured at amortised cost

The fair value of borrowings (excluding bank overdraft) is as follows:

 
                  30-Jun-18     30-Jun-17 
                (Unaudited)   (Unaudited) 
                    GBP'000       GBP'000 
-------------  ------------  ------------ 
 Current              7,477        10,251 
 Non-current          5,466         4,869 
-------------  ------------  ------------ 
 Total               12,943        15,120 
-------------  ------------  ------------ 
 
   14.   SHARE CAPITAL 
 
                                                       Six months ended 
                                                  -------------------------- 
                                                     30-Jun-18     30-Jun-17 
                                                   (Unaudited)   (Unaudited) 
                                                       GBP'000       GBP'000 
 Allotted, called up and fully paid 
 At 30 June: 
 Equity: 48,301,234 (30 June 2017: 44,414,442) 
  ordinary shares of 5.0p each                           2,415         2,221 
------------------------------------------------  ------------  ------------ 
 

In May 2018 Zotefoams plc raised GBP20,032k of equity, net of fees, through a placing of 3,886,792 shares at GBP5.30 per share.

   15.   CAPITAL COMMITMENTS 

Capital expenditure commitments of GBP3,848K (2017: GBP3,200K) have been contracted for at the end of the reporting period but not yet incurred, and are in respect of Property, Plant and Equipment.

   16.   EVENTS OCCURING AFTER THE REPORTING PERIOD 

There are no material events occurring after the reporting period except for those given in note 9.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR UGUGURUPRGQQ

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August 07, 2018 02:00 ET (06:00 GMT)

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