Audited Results for year ended 30 September 2023

Versarien PLC
28 March 2024
 

 

 

28 March 2024

Versarien Plc

 

("Versarien", the "Company" or the "Group")

 

Audited Results for year ended 30 September 2023

 

Versarien Plc (AIM: VRS), the advanced engineering materials group, announces its audited results for the 12 months ended 30 September 2023. The comparative figures are for the 18 month period ended 30 September 2022.

 

The Annual Report including the Notice of Annual General Meeting ("AGM") is now available on the Company's website at www.versarien.com and will be posted to shareholders on 30 March 2024.  The AGM is being held on 30 April 2024 at 10.30 am in the offices of FieldFisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT.

 

 

Financial Highlights

 

Group revenues from continuing operations of £5.45 million (2022: £11.11 million)*

Graphene revenues of £0.24 million (2022: £2.15 million)

Adjusted LBITDA** for continuing operations of £3.01 million (2022: £2.40 million)

H2 LBITDA** losses halved to £1.00 million from £2.01 million in H1

Asset impairments of £8.58 million treated as an exceptional cost (2022: £1.33 million)

Reported loss before tax from continuing operations of £14.27 million (2022: £8.32 million)

Reported loss for the period of £14.18 million (2022: £8.41 million)

Cash of £0.60 million at 30 September 2023 (30 September 2022: £1.35 million)

£3.35 million gross raised via equity placings during the period

£1.47 million gross raised via equity placings post period end

 

* Excludes discontinued revenues of £nil million (2022: £0.5 million)

** Adjusted LBITDA (Loss Before Interest, Tax, Depreciation and Amortisation and excludes Exceptional items, Share-based payment charges and losses)

 

Partnerships/Commercial Highlights

 

Construction

Key demonstration for the use of CementeneTM in precast concretes following trials with Banagher Precast Concrete Limited (Ireland)

Delivered the first 3D concrete printed headwall to Costain and National Highways as part of the A30 Chiverton to Carland Cross upgrade in Cornwall

Continued to be active as part of advisory board of National Highways' Roads Research Alliance (RRA) alongside more than 20 construction companies through involvement in the Digital Roads of the Future Partnership

 

Leisure

Umbro have launched Spring/Summer and Autumn/Winter 2023 Pro Training Elite collections integrated with Graphene-WearTM

Signed a sales agreement with GoToGym covering Colombia, Brazil and United States of America. GoToGym Brazil have launched active-wear incorporating Versarien's Graphene-WearTM technology

 Continuing to supply graphene enhanced elastomers to US-based Flux Footwear LLC, an adaptive footwear company, with royalties in place for the use of Versarien's Graphene-WearTM trademark

 

Technology Licencing

Versarien continues to licence 14 patents to GrapheneLab (Korea) for the manufacture of chemical vapour deposition (CVD) graphene

 

Commercial R&D and Grant Funding Highlights

 

Commercial R&D contracts were signed with CBMM (Brazil), IRPC Public Company (Thailand) and a UK aviation company

Successful on-time delivery of Graphene Flagship Spearhead project led by Airbus Helicopters (GICE project)

Gnanomat was awarded a grant from ICEX Trade and Investment for €415,000 to enable the company to commercialise and launch a new line of conductive inks

Commenced a 4-year long iCARE (Integrated Assessment and Advanced Characterisation of Neuro-Nanotoxicity) project (Horizon Europe), studying graphene in different use cases including graphene enhanced concretes and elastomers

 

Operational/Manufacturing Highlights

 

As part of cost cutting exercises, the R&D team has been slimmed down significantly during 2023, to concentrate on its strategic objectives

The Company has now ceased USA and China sales operations in order to focus on its European operations whilst maintaining its partnerships in South Korea

 

Post Period Highlights

 

Completed an agreement with MCK Tech (Korea) for the exclusive licence of five CVD patents.

Completed a know-how and manufacturing licence agreement with Montana Quimica LTDA, a Brazilian multinational focussed on the production of paints and wood finishing products

Versarien Plc sold its South Korean plant and equipment to MCK Tech (Korea) for £604,000

 

Dr Steve Hodge, CEO of Versarien, commented:

 

"The period was a challenging one for Versarien, but I believe the restructuring and other actions we have undertaken have resulted in a more efficient business, which maintains the skilled people and technology to enable commercial success. It is encouraging to report that our pipeline of potential income opportunities is growing , albeit development opportunities are still the largest part, but we are beginning to see signs of more commercial interest, including licensing. This, together with our reduced cost base, gives us an increasing level of confidence as we seek to ensure a bright future for Versarien."

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.

 

For further information please contact:

 

Versarien Plc

 

Dr Stephen Hodge - Chief Executive Officer

c/o IFC

Chris Leigh - Chief Financial Officer




SP Angel Corporate Finance (Nominated Adviser and Broker)

 

Matthew Johnson

Adam Cowl

 

+44 (0) 20 3470 0470

IFC Advisory Limited (Financial PR & Investor Relations)

 

Tim Metcalfe

Zach Cohen

+44 (0) 20 3934 6630

 

Notes to Editors:

 

The strategy of Versarien plc (AIM:VRS) is to be a development led advanced materials company focussed on specific sectors that will lead to a light manufacturing and licensing model. For further information please see: http://www.versarien.com  

 



 

NON-EXECUTIVE CHAIR'S STATEMENT

 

The events of the last 12 months have, to say the least, been extremely challenging for all Versarien stakeholders as we streamlined the business in order to navigate the current market traction difficulties and implement a strategy that will provide a pathway to financial viability.

 

Just prior to the AGM last year we employed the expertise of turnaround specialist David Stone and he has continued to work with us since then. Whilst shareholders will rightly question whether any turnaround has been achieved, the Board is confident that the Company's IP and technology is commercially attractive. This is reflected in the increasing number of opportunities the Company is seeing and the goal of profitability is looking ever more achievable.

 

Our current projections are suggesting that this will be in the second half of next year. In the meantime, we will still need funds to bridge us to the point that we are cash generative and we have been doing all we can to market the two mature businesses whilst completing the sale of our South Korean based plant and equipment.

 

We have closed down operations in the US and China, reduced employee numbers in the remaining operations and cut costs where possible and this is reflected in the reduced operating losses in the second half of the year. Nonetheless we have had no alternative but to continue to raise equity funds from the stock market.

 

Notwithstanding these challenges, I wish to reassure shareholders that we continue to do all we can to progress the Company and are encouraged by the opportunities our newly appointed CEO has provided through determination and hard work. These are described in the CEO report.

 

I would like to thank all our staff for their continued endeavours and very much look forward to reporting further progress.

 

Diane Savory OBE

Non-executive Chair

 



 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

The last 12 months have continued to be turbulent with difficult but necessary cost-cutting measures being implemented. Following this restructuring we have maintained a highly skilled and loyal workforce with increased efficiency. Whilst the Company still faces a number of macro-economic challenges, we are confident that there are strong commercial and R&D pipelines, including technology licensing opportunities that give us confidence that we can improve the Company's position and deliver a bright future.

 

We have a clear strategy to:

 

focus on commercial opportunities in the areas of construction and leisure

licence Versarien's technology, brands and manufacturing know-how and become a manufacturing-light operation

divest non-core activities to reduce the requirement for funding from external sources

maintain and strengthen the Group's scientific teams supported by grant funding applications

 

TECHNOLOGY BUSINESSES

 

UK operations

Following the G-SCALE project, we switched focus to readying our manufacturing and quality control processes for commercialisation. The last 12 months have continued to be turbulent with difficult but necessary cost-cutting measures being implemented. Following this restructuring we have maintained a highly skilled and loyal workforce with increased efficiency.

 

We have moved 2DT to a Tier 2 membership at the Graphene Engineering Innovation Centre (GEIC). This has meant downsizing laboratory space and relocating some equipment to Longhope. This has enabled our production staff to upskill; we have set up coating stations for both Graphene-WearTM formulation screen printing for customer trials and set up graphene heater mat production with associated heater mat assembly and electrothermal testing and imaging.

 

Construction

This year we have worked with several partners to continue to prove the effectiveness of graphene as a powder and as an admixture (CementeneTM). In May 2023 we announced a key demonstration for the use of CementeneTM in precast concretes following trials with Banagher Precast Concrete Limited (Ireland) that showed we could maintain compression strength whilst removing ~20% of the cement in their standard mix. In line with our global ambitions, the CementeneTM trademark is now granted in USA and South Korea, in addition to the UK and EU registrations already in place.

 

Versarien has supervised researchers as part of the Digital Roads of the Future project led by National Highways and Costain, housed at the University of Cambridge and is proud to be part of the Advisory Board of the Roads Research Alliance alongside the 20+ other founder members.

 

In 2023, we continued to deliver on a number of 3DCP projects. We delivered the first 3D concrete printed headwall to Costain and National Highways as part of the A30 Chiverton to Carland Cross upgrade in Cornwall. We are incredibly proud to have built and delivered this first-of-a kind UK highways structure that has certainly showcased our 3D print team's capabilities while building project partners' confidence in adopting innovative methods of construction.

 

Post period end, in October 2023, Versarien won a public tender contract with the Office for Product Safety and Standards (OPSS), part of the UK government's Department for Business and Trade (DBT) to compile a comprehensive report involving stakeholder reviews to support the UK's regulation of 3DCP within the existing Construction Products Regulation (CPR). We have appointed a Head of 3D Construction Printing to continue to be at the forefront of cutting-edge 3D Construction Printing developments. We welcome the first international standard (ISO/ASTM 52939 Additive manufacturing for construction - Qualification principles - Structural and infrastructure elements), published in December 2023 that will enable us to implement more robust practices when designing, manufacturing and delivering 3DCP products.

 

Textiles and footwear

Versarien continues to progress its relationships with a number of clothing brands. During 2023, Umbro launched Spring/ Summer and Autumn/Winter 2023 Pro Training Elite collections integrated with Graphene-WearTM. Post period, in January 2024, we signed a sales agreement with GoToGym covering Colombia, Brazil and United States of America. GoToGym Brazil has launched active-wear incorporating Versarien's Graphene-WearTM technology.

 

In footwear, we continue to supply graphene enhanced elastomers to US-based Flux Footwear LLC, an adaptive footwear company, with royalties in place for the use of Versarien's Graphene-WearTM trademark.

 

Following successful product launches we continue to take enquiries from global sportswear brands for Graphene-WearTM enhanced products.

 

Grant Funding

In January 2023 we commenced a 4-year long iCARE (Integrated Assessment and Advanced Characterisation of Neuro-Nanotoxicity) project (Horizon Europe) studying graphene in different use cases including graphene enhanced concretes and elastomers. The outputs of this project will be critical in supporting the use of graphene in a wide array of applications and give confidence to supply chain partners and consumers.

 

In September 2023 we successfully completed the Graphene Flagship SpearHead project GICE led by Airbus. Principal aircraft de-icing/anti-icing components utilising Versarien graphene heater mats were showcased to the EC reviewers in Gothenburg in December 2023. These included NACA airfoils, air-inlet scoop and helicopter rotor blade demonstrators. We continue to seek grant funding to continue these developments and in areas that align with our commercial focus areas.

 

OVERSEAS OPERATIONS

As part of cost cutting exercises the Company has now ceased USA and China sales operations, in order to focus on our Spanish and South Korean operations. We will continue to operate from Spain and South Korea, but with a reduced cost base.

 

Spain

Gnanomat has continued to test its products in a wide range of markets, particularly in energy storage with supercapacitors (pseudocapacitors), fuel cells and zinc/air batteries as well as allied applications such as sensing and low observability in military applications.

 

Due to challenging market conditions, a decision was made to impair the carrying value of goodwill and cost of investment in Gnanomat.

 

The Company is continuing to work on the INNPRESSME grant project aiming to create an Open Innovation Test Bed in the area of nanotechnology and advanced materials. The funds have been used to optimise the pilot plant and gain access to business opportunities.

 

Gnanomat has won two significant commercial R&D contracts with CBMM (Brazil) and IRPC Public Company (Thailand) and continues to apply for grants to support its progress to commercial revenues.

 

South Korea

During the period, we saw CVD graphene  being used by customers for sensor development, electrothermal heaters and optoelectronic devices.

 

Post period end, in March 2024 the CVD plant and equipment was sold to MCK Tech Co. (Korea) for £604,000 with an exclusive licence agreement for the use of five patents.

 

Our objective is to continue to develop a number of CVD graphene-based products with Korean academic and commercial partners through commercially funded and Korean national projects.

 

TECHNOLOGY LICENCING

Finding strategic partners who can support our commercial progress will be essential as we transition to a manufacturing-light operation in the UK, in line with the Company's strategy to monetise intellectual property through licensing.

 

In addition to 14 patents we already licence to GrapheneLab Co Ltd, post period end, in March 2024, we granted an exclusive licence to MCK Tech, for an initial period of five years, to use 5 CVD graphene production patents. MCK Tech is a well-respected company that has developed graphene-based sensors for healthcare. We look forward to maintaining access to CVD graphene materials and supporting MCK Tech through collaborative efforts.

 

We have also entered into a manufacturing licence agreement and a know-how licence and technical assistance agreement with Montana Química LTDA, a Brazilian headquartered multinational business focused on the production and sale of paints, wood preservatives and other wood finishing products including stains and varnishes. We are very pleased to be partnering with Montana Química, a leading business in its markets in South America, and look forward to collaborating closely with them as they bring products enhanced by Versarien's technology to the market.

 

MATURE BUSINESSES

We continue to market both Total Carbide Limited and AAC Cyroma Limited as they are not core to our graphene activities. I am grateful to all staff at both businesses for their continued support whilst this process is underway.

 

 

CURRENT TRADING AND OUTLOOK

Our pipeline of opportunities continues to strengthen which gives us increased confidence as we seek to achieve profitability from our reduced cost base. We are seeing more opportunities for our CementeneTM product in particular from which we hope to secure ongoing revenue. We look forward to reporting further progress in due course.

 

Dr Stephen Hodge

Chief Executive Officer

 



 

CHIEF FINANCIAL OFFICER'S REVIEW

 

These results are for a period of 12 months with the comparatives reflecting an 18-month period. The aluminium business based at Cheltenham closed last year and consequently these results are split between continuing and

discontinued operations and the segmental analysis between the technology and mature businesses.

 

Group results

 

Revenues from continuing operations were £5.45 million (2022: £11.11 million). Revenue from graphene was £0.24 million (2022: £2.15 million). The loss from operations was £13.72 million (2022: £7.69 million). The comparative figure included a £1.19 million charge in respect of the valuation of the Lanstead Sharing Agreements.

 

The adjusted LBITDA for continuing operations was £3.01 million for 12 months compared to £2.40 million for the prior 18 months and is shown in the table below. Adjusted LBITDA (which is not a GAAP measure and is not intended as a substitute for GAAP measures and may not be the same as that used by other companies) is a measure used by management to reflect the core operating performance of the underlying businesses rather than the effects of non-core financial and non-cash expenses. The adjustments to the loss from operations as disclosed in the Group Statement of Comprehensive Income relate to depreciation and amortisation, share based payment charges, exceptional items and losses related to the fair value of the Lanstead sharing agreements.

 


12 months ended 30 September 2023

18 months ended 30 September 2022


Continuing Operations

£'000

Discontinued Operations

£'000

Total

£'000

Continuing Operations

£'000

Discontinued Operations

£'000

Total

£'000








(Loss)/profit from operations

(13,716)

-

(13,716)

(7,693)

(130)

(7,823)

Depreciation and amortisation

1,410

-

1,410

2,126

41

2,167

Share based payments

530

-

530

1,510

-

1,510

Exceptional items

8,765

-

8,765

463

64

527

Other losses

-

-

-

1,191

-

1,191

Adjusted LBITDA

(3,011)

-

(3,011)

(2,403)

(25)

(2,428)

 

Exceptional items of £8.77 million in the year (£2022: £0.46 million) relate to an impairment review of goodwill, capitalised development costs and tangible assets as a result of the delay in market traction, the Company's market capitalisation and also to align with the turnaround strategy.

 

The reported loss before tax for continuing operations was £14.27 million (2022: £8.32 million). Group net assets at 30 September 2023 were £1.08 million (30 September 2022: £11.6 million) with cash at the period end of £0.6 million (30 September 2022: £1.4 million).

 

Net cash used in operating activities was £2.74 million (2022: £3.68 million) with trade and other payables reducing by £0.82 million (2022: £1.98 million). Investment in development costs and equipment was £0.34 million (2022: £4.66 million) and net principal lease payments were £0.81 million (2022: £0.93 million) giving total cash outflows of £3.89 million (2022: £9.27 million).

 

These activities were financed by net funds received from the Lanstead sharing agreements £nil (2022: £3.53 million), the issue of shares £3.13 million (£1.92 million) less net loans repaid of £0.1m, (2022: £2.78 million net loans received) totaling £3.03m.

 

The deficit of £ 0.86 million (2022: £1.04 million) resulted in a modest increase on drawings on the invoice finance facilities of £0.10 million (2022: £0.03 million increase) thus reducing cash at the period-end by £0.76 million (2022: £1.01 million decrease).

 

Repayment of our GSCALE loan of £5 million is due to commence in 2025.

 

Technology Businesses

The technology businesses have seen an decrease in revenue from £2.15 million to £0.24 million driven mainly by the recognised revenues from the DSTL contract in the prior period. Operating costs for the 12 months, excluding exceptional items, were £2.83 million compared to £4.50 million for the prior 18 month period. All development costs not related to construction, textiles and polygrene thermoplastics have been fully impaired along with £0.86 million of production plant to align with our light manufacturing strategy.

 

Mature Businesses

The mature business segment has seen decreased revenues of 13% on a pro rata basis, and returned a loss from operations of £0.18 million for 12 months compared to the previous 18 months profit of £0.03 million. As referred to in the Chief Executive Officer's report, we continue to market these for sale.

 

Going Concern

The financial statements have been prepared on a going concern basis and are subject to the matters described in note 1.

 

Chris Leigh

Chief Financial Officer


 

Group statement of comprehensive income

For the year ended 30 September 2023

 

 

 

Note

 

12 months to

30 September

2023

£'000

18 months to

30 September

2022

£'000

Continuing operations

Revenue

Cost of sales


 

2


 

5,448

(4,286)

 

11,106

(7,739)


 

1,162

138

-

(15,016)

3,367

257

(1,191)

(10,126)

Loss from operations before exceptional items

Exceptional items


 

3

 

(4,951)

(8,765)

(7,230)

(463)

Loss from operations

Finance costs

Finance income


 

13,716

(565)

16

(7,693)

(644)

14

Loss before income tax

Income tax

 

4

 

(14,265)

86

(8,323)

59

Loss from continuing operations


 

(14,179)

(8,264)

(Loss)/Profit from discontinued operations



 

-

(141)

Loss for the period


 

(14,179)

(8,405)

Loss attributable to:

Owners of the parent company

Non-controlling interest



 

(13,525)

(654)

 

(8,069)

(336)



 

(14,179)

(8,405)

Loss per share attributable to the equity holders of the Company:

Basic and diluted loss per share

 

 

5


 

 

(5.49)p

 

 

(4.16)p

There is no other comprehensive income for the period





 

* The other losses in the comparative period relate to the fair value assessment of the Lanstead sharing agreements.

 



 

Group statement of financial position

As at 30 September 2023

 



 

30 September

 

30 September



2023

2022


Note

£'000

£'000

Assets




Non-current assets




Intangible assets

6

2,763

10,636

Property, plant and equipment

7

3,443

5,861

Deferred taxation


-

25

Trade and other receivables


36

38



6,242

16,560

Current assets


 


Inventory


1,528

2,131

Trade and other receivables


1,409

2,155

Assets held for sale


604

-

Cash and cash equivalents


596

1,351



4,137

5,637

Total assets


10,379

22,197

 


 


Equity


 


Called up share capital

8

3,308

1,941

Share premium account

8

36,724

34,961

Merger reserve


1,256

1,256

Share-based payment reserve


5,289

4,759

Accumulated losses


(43,382)

(29,694)

Equity attributable to owners of the parent company


3,195

13,223

Non-controlling interest


(2,115)

(1,624)

Total equity


1,080

11,599

 


 


Liabilities


 


Non-current liabilities


 


Trade and other payables


501

600

Deferred tax liabilities


6

67

Innovate Loan


5,000

5,000

Long-term borrowings


995

1,595



6,502

7,262

Current liabilities


 


Trade and other payables


1,479

1,957

Invoice discounting advances


762

660

Current portion of long-term borrowings


556

719



2,797

3,336

Total liabilities


9,299

10,598

Total equity and liabilities


10,379

22,197



 

Group statement of changes in equity

For year ended 30 September 2023

 

 


Share capital

Share premium account

Merger reserve

Share-based payment reserve

Accumulated losses

Non-controlling interest

Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 31 March 2021

1,899

33,003

1,256

3,249

(21,625)

(1,228)

16,494

Issue of shares

42

1,958

-

-

-

-

2,000

Loss for the period

-

-

-

-

(8,069)

(336)

(8,405)

Share-based payments

-

-

-

1,510

-

-

1,510

At 30 September 2022

1,941

34,961

1,256

4,759

(29,694)

(1,624)

11,599

Re-allocation of minority interest

-

-

-

-

(163)

163

 -

Issue of shares

1,367

1,763

-

-

-

-

3,130

Loss for the period

-

-

-

-

(13,525)

(654)

(14,179)

Share-based payments

-

-

-

530

-

-

530

At 30 September 2023

3,308

36,724

1,256

5,289

(43,382)

(2,115)

1,080

 

 



 

Statement of Group cash flows

For the year ended 30 September 2023

 



12 months to

30 September

 2023

£'000

18 months to

30 September

2022

£'000

Cash flows from operating activities




Cash used in operations


(2,377)

(3,280)

Interest paid


(364)

(402)

Net cash used in operating activities


(2,741)

(3,682)

Cash flows from investing activities




Purchase of intangible assets


(149)

(2,751)

Purchase of property, plant and equipment


(187)

(1,910)

Net cash used in investing activities


(336)

(4,661)

Cash flows from financing activities




Share issue (net of funds deferred per sharing agreement)


 

3,351

 

1,926

Share issue costs


(221)

(10)

Funds received from Innovate UK


-

2,740

Funds received from sharing agreements


-

3,537

Paymentof  CBILS


(99)

41

Principal payment of leases under IFRS 16


(811)

(928)

Invoice discounting loan (repayments)/proceeds


102

29

Net cash generated from financing activities


2,322

7,335

(Decrease)/increase in cash and cash equivalents


(755)

(1,008)

Cash and cash equivalents at beginning of period


1,351

2,359

Cash and cash equivalents at end of period


596

1,351

 

 

Note to the statement of Group cash flows

For the year ended 30 September 2023


12 months to

30 September

2023

£'000

18 months to

30 September

2022

£'000

Loss before tax (including discontinued operations)

(14,265)

(8,464)

Adjustments for:



Share-based payments

530

1,510

Depreciation

1,108

1,677

Amortisation

302

490

Disposal of tangible assets

181

292

Impairment of tangible assets

861

-

Impairment of intangible assets

7,720

1,331

Finance cost/(income)

549

630

Loss/(gain) on FV movement of sharing agreement

-

1,191

R&D tax credit repayment

86

59

*Decrease/(increase) in trade and other receivables and investments

771

301

(Increase)/decrease in inventories

603

(317)

(Decrease)/increase in trade and other payables

(823)

(1,980)

Cash flows from operating activities

(2,377)

(3,280)

 



 

 

 

Notes to the final results

For the 12 months ended 30 September 2023

 

1. Basis of preparation

 

The Group consolidated financial statements have been prepared in accordance with UK-adopted, International Accounting Standards in conformity with the requirements of the Companies Act 2006.

 

The Group's financial statements have been prepared on a going concern basis under the historical cost convention

 

However, whilst the Company continues to develop and seek to commercialise its graphene technology it remains reliant upon the capital markets and/or asset sales to continue as a going concern up until such time as it generates sufficient revenues to cover its costs. It has therefore taken the following steps in the last twelve months:

·      It has reduced its cost base by closing down operations in the US and China.

·      It has reduced its employee base from 93 employees to 64 employees.

·      It is seeking to sell its mature businesses which employ 42 staff which would leave 22 staff in its core technology business.

The Directors have prepared detailed projections of expected future cash flows for a period of twelve months from the date of issue of these results and have made the following assumptions in support of adopting the going concern basis in preparation of these financial statements:

·      Versarien's shareholders will continue to give authority to the Directors to issue sufficient shares without pre-emption rights to enable the Company to raise cash on the capital markets. With the Company's low market capitalisation this is likely to require a staged approach until such time as the value of the Company increases. Consequently, there is no certainty as to timing or quantum, but the Company has a history of raising capital on a regular basis. The Company is expected to meet the criteria for EIS/VCT investment which potentially widens the capital pool it may access.

·      The Company will be able to sell its mature businesses having already sold its Korean plant with receipts due on a staged basis.

 

Following the recent issue of 492 million shares at 0.125p per share, the Company has a bank balance of £0.8 million and headroom on its invoice discounting facilities of £0.1 million totalling £0.9 million. This together with the expected receipts of £0.5 million from the sale of the South Korean plant and equipment are expected to provide working capital until the fourth quarter of the calendar year. In making their going concern assessment, and the Directors have forecast that sufficient additional funding will be raised to enable the group and parent company to meet liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements.

 

The notice of Annual General Meeting contains resolutions which are anticipated to be sufficient for further working capital needs and which will be used if the Company is unable to realise cash from the sale of its mature businesses.

 

After due consideration, the Directors have concluded that it is appropriate to prepare the financial statements on a going concern basis subject to raising the required funds either through asset sales and/or raising sufficient equity.

 

However, as there is no certainty as to the completion of the matters noted above, this represents a material uncertainty that may cast significant doubt on the Group and Parent Company'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.

 

The auditors' report on the Annual Report and Financial Statements for the period ended 30 September 2023 was unqualified, did not contain a statement under s498(2) or s498(3) of the Companies Act 2006 but drew attention to material uncertainty with regard to going concern as follows:

 

We draw attention to the going concern section of the accounting policies of the financial statements which indicates that the group remains reliant upon the capital markets and/or asset sales to continue as a going concern up until such time as it generates sufficient revenues to cover its costs, and that additional funding will need to be raised within 12 months from the date of approval of the financial statements. The group and parent company expect to be able to secure this additional funding to enable the group and parent company to realise their assets and discharge their liabilities in the normal course of business.

 

As stated in the going concern section of the accounting policies, these events and conditions, along with other matters set out in the going concern section of the accounting policies, indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

Given the material uncertainty noted above and our risk assessment, we considered going concern to be a key audit matter. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting and in response to the key audit matter included:

 

·      Obtaining an understanding of how the Directors undertook the going concern assessment process to determine if we considered it to be appropriate in the circumstances;

 

·      Challenge of the Directors' going concern assessment, including the reasonableness of assumptions and downside stress case sensitivities applied, using our underlying knowledge of the business;

 

·      Testing of the mathematical accuracy, and consideration of the reasonableness, of the assumptions made and available headroom throughout the forecast period extending from the date of approval of the financial statements;

 

·      Consideration of the key sensitivities applied in the cash flow model pertaining to revenue, grant income and cost base, the continued use of the finance facilities and management of the Group's and Company's cost base;

 

·      Analysing post year end trading results compared to forecast and current year to evaluate the accuracy and achievability of forecasts; and

 

·      Assessing the completeness and accuracy of disclosures in relation to going concern and whether significant judgements have been appropriately disclosed.

 

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

The consolidated financial statements are presented in sterling amounts. Amounts are rounded to the nearest thousands, unless otherwise stated.

 

The financial information contained in this announcement does not constitute the Group's statutory accounts for the period ended 30 September 2023 but is derived from those accounts which have been audited and which will be filed with the Registrar of Companies in due course.

 

2. Segmental information

 

At 30 September 2023, the Group is organised into two business segments. Central costs are reported separately. Information reported to the Group's Chief Executive Officer for the purposes of resource allocation and assessment of segment performance is focussed on the two principal business segments of Technology and Mature Businesses, and, accordingly, the Group's reportable segments under IFRS 8 are based on these activities.

 

Segment profit/(loss) represents the profit/(loss) earned by each segment, including a share of central administration costs, which are allocated on the basis of time spent by central staff on subsidiary affairs. This is the measure reported to the Chief Executive Officer for the purposes of resource allocation and assessment of segment performance.

 

The non-core aluminium operations of Versarien Technologies Limited were closed in the prior period and are presented below as discontinued operations.

 


 

Central

Technology Businesses

Mature Businesses

Intra-group adjustments

Total continuing Operations

Discontinued Operations

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

-

239

5,209

-

5,448

-

5,448

Gross profit

-

(560)

1,722

-

1,162

-

1,162

Other operating income

-

133

5

-

138

-

138

Other losses

-

-

-

-

-

-

-

Operating expenses

(15,141)

(5,136)

(1,903)

7,164

(15,016)

-

(15,016)

(Loss)/Profit from operations

(15,141)

(5,563)

(176)

7,164

(13,716)

-

(13,716)

Finance charge

256

(690)

(115)

-

(549)

-

(549)

Loss before tax

(14,885)

(6,253)

(291)

7,164

(14,265)

-

(14,265)

Total assets

6,207

5,766

5,392

(6,986)

10,379

-

10,379

Total liabilities

(6,557)

(25,617)

(2,554)

25,429

(9,299)

-

(9,299)

Net assets/(liabilities)

(350)

(19,851)

2,838

18,443

1,080

-

1,080

Capital expenditure

87

391

9

-

487

-

487

Depreciation/amortisation and impairment

6,448

3,053

489

-

9,990

-

9,990

 

 

The segment analysis for the 18 months ended 30 September 2022 is as follows:

 

 



Technology

Mature

Intra-group

Total




Central

Businesses

Businesses

adjustments

Continuing operations

Discontinued Operations

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

-

2,146

8,960

-

11,106

534

11,640

Gross profit

(29)

1,008

2,388

-

3,367

107

3,474

Other operating income

-

6

-

257

1

258

Other losses

(1,191)

-

-

(1,191)

-

(1,191)

Operating expenses

(14,916)

(4,740)

(2,365)

11,895

(10,126)

(238)

(10,364)

(Loss)/Profit from operations

(16,136)

(3,481)

29

11,895

(7,693)

(130)

(7,823)

Finance charge

159

(76)

(104)

(609)

(630)

(11)

(641)

Loss before tax

(15,977)

(3,557)

(75)

11,286

(8,323)

(141)

(8,464)

Total assets

15,824

9,232

7,319

(10,178)

22,197

-

22,197

Total liabilities

(5,853)

(22,292)

(2,997)

20,544

(10,598)

-

(10,598)

Net assets/(liabilities)

9,971

(13,060)

4,322

10,366

11,599

-

11,599

Capital expenditure

403

5,005

1,054

-

6,462

-

6,462

Depreciation/amortisation and impairment

 

566

 

1,480

 

993

 

459

 

3,498

 

-

 

3,498

 

3. Exceptional items

 

 


 

12 months to

30 September

2023

£'000

 

18 months to

30 September

2022

£'000

Continuing Operations



Goodwill impairment

3,132

423

Development cost impairment

Patent and trademarks impairment

1,864

2,724

908

-

Tangible asset impairment

861

-

Deferred income related to development cost impairment

(238)

(660)

Restructuring costs

483

-

(Credit)/charge relating to expansion in Asia

-

(306)

 Acquisition costs

-

82

Other

(61)

16


8,765

463

Discontinued Operations



Relocation and restructuring costs

-

64

 

 

4. Taxation

 

The tax credit for the period of £86,000 (2022: £59,000) relates to an R&D tax credit. The charge on the results for the period is £nil (2022: £nil). At the year end the Group had £33.3 million (2022: £25.5 million) of trading losses carried forward to set-off against future trading profits.

 

5. Loss per share

 

The calculation of the basic loss per share for the year ended 30 September 2023 and period ended 30 September 2022 is based on the losses attributable to the shareholders of Versarien plc divided by the weighted average number of shares in issue during the period. The calculation of diluted loss per share is based on the basic loss per share adjusted to allow for the issue of shares on the assumed conversion of all dilutive options. However, in accordance with IAS 33 "Earnings per Share", potential Ordinary shares are only considered dilutive when their conversion would decrease the profit per share or increase the loss per share.

 

As at 30 September 2023, there were 12,914,730 (2022: 15,205,850) potential Ordinary shares, which have been disregarded in the calculation of diluted loss per share as they were considered non-dilutive at that date.

 

 

Attributable to owners of parent company

Weighted average number of shares

Basic loss per share pence

 

£'000

'000

 

12 months ended 30 September 2023

(13,525)

246,401

(5.49)

18 months ended 30 September 2022

(8,069)

194,027

(4.16)

 

 

6. Intangible assets

 



 

 

Development

Patents, trademarks and other


 

 

Goodwill

£'000

Costs

£'000

Intangibles

£'000

Total

£'000

Cost





At 1 April 2021

4,431

2,965

4,500

11,896

Additions

-

2,584

167

2,751

At 30 September 2022

4,431

5,549

4,667

14,647

Additions

-

-

149

149

At 30 September 2023

4,431

5,549

4,816

14,796

Accumulated amortisation and impairment





At 1 April 2021

876

491

823

2,190

Amortisation charge

-

1

489

490

Impairment

423

908

-

1,331

At 30 September 2022

1,299

1,400

1,312

4,011

Amortisation charge

-

1

301

302

Impairment

3,132

1,864

2,724

7,220

At 30 September 2023

4,431

3,265

4,337

12,033

Carrying value





At 30 September 2023

-

2,284

479

2,763

At 30 September 2022

3,132

4,149

3,355

10,636

 

 

7. Property, plant and equipment

 



 

ROU asset

Plant and equipment

Leasehold improvements

 

Total



£'000

£'000

£'000

£'000

Cost






At 1 April 2021


6,537

6,288

518

13,343

Additions


1,801

1,776

134

3,711

Disposals


(1,742)

(30)

(84)

(1,856)

At 30 September 2022


6,596

8,034

568

15,198

Additions


149

184

4

337

Disposals


(883)

(192)

(35)

(1,110)

Transfer of assets held for sale


-

(1,083)

-

(1,083)

At 30 September 2023


5,862

6,943

537

13,342

Accumulated depreciation






At 1 April 2021


4,199

4,890

135

9,224

Charge for the year


1,113

455

109

1,677

Disposals


(1,505)

(27)

(32)

(1,564)

At 30 September 2022


3,807

5,318

212

9,337

Charge for the period


642

392

74

1,108

Disposals


(702)

(191)

(35)

(928)

Transfer of assets held for sale


-

(479)

-

(479)

Impairment


-

861

-

861

At 30 September 2023


3,747

5,901

251

9,889

Net book value






At 30 September 2023


2,115

1,042

286

3,443

At 31 March 2022


2,789

2,716

356

5,861

 

 

8. Called up share capital and share premium

 


Number of shares

Called up share capital

Share premium

Total

'000

£'000

£'000

£'000

At 1 April 2021

189,8710

1,899

33,003

34,902

Issue of shares

4,280

42

1,958

2,000

At 30 September 2022

194,150

1,941

34,961

36,902

Issue of shares

136,629

1,367

1,763

3,129

At 30 September 2023

330,779

3,308

36,724

40,031

 

The called up share capital in the table above represents the total number of authorised, issued and fully paid Ordinary shares with a nominal value of 0.01p per share.

 

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