TIDMVDTK
RNS Number : 6994N
Verditek PLC
26 September 2019
Verditek plc
("Verditek", or the "Company")
Interim Report and Financial Statements
For the six month period to 30 June 2019
CEO's Statement
Our focus at Verditek is on changing and extending the potential
uses of solar power. We are doing so through the unique technology
behind our solar modules (panels), which enables them to capture
equivalent power to conventional panels whilst also being 90%
lighter. These are fundamental differences and bring a wide range
of new uses for solar power into play. Our initial focus has been
on traditional areas such as commercial roofing with the difference
being Verditek modules can be used on many more roofs and in
smaller areas but deliver the same solar power.
This is a good start but only the beginning. We are also jointly
developing a graphene solar cell with the potential to make enough
solar energy from a small surface area so that electronic goods,
such as laptops become self-charging. We have a clear route for
developing these projects and have achieved our development targets
to date. By the end of 2019 we will receive our first revenues from
our current Solar modules, as well as continued investment in
product development and commercialisation.
With the tailwind of the ever-increasing focus on renewable
energy, Verditek is confident that its new generation of
lightweight technology will impact the solar landscape over the
coming years.
This interim report updates shareholders on material
developments during the six months ended 30 June 2019, together
with material events and activities taking place after the balance
sheet date.
Operational Highlights
During the period under review, the Directors were focused on
demonstrating to new customers the potential benefits of our
technologies for their respective businesses and ensuring that
Verditek was fully capitalised for the next phase of its solar
commercialization. It's been a busy and productive six months.
H1 Highlights include:
-- In June, Verditek and Paragraf announced the production of
world's first working Graphene Integrated PV cell and a new Joint
Development Program to further develop the efficiency of the
technology and commence commercialisation of the cell.
-- In May, Verditek secured its first material distribution
agreement comprising a multi-year take or pay contract that begins
with a minimum of 1 MW in the first year and increases to 3 MW in
the second year.
-- In May, Verditek signed a framework agreement with Optimeyes
Energy Limited to advance commercial opportunities jointly. Under
the arrangement the two firms will collaborate on projects in which
Verditek technology and expertise can be used to the advantage of
Optimeyes projects which are under development in Europe. Several
projects are currently being developed which will demonstrate the
synergies that the two firms can offer working together.
-- In April, Verditek signed a framework agreement with Engenera
Renewables Limited - an Engineering, Procurement and Construction
(EPC) company - to advance commercial opportunities and jointly
provide end-to-end solar solutions to clients. Under the agreement
the two firms have agreed to work together to source, tender,
finance and create renewable energy generation projects.
In addition, in July, Verditek announced that its lightweight
photo-voltaic ('PV') panel technology had successfully passed all
tests required for IEC 61215 and IEC 61730 certification, clearing
the way for international sales.
Financial Highlights
During the period the businesses did not record any revenue.
Operating loss for the half year was GBP899k (2018:
GBP969k).
Outlook
We are excited about the future of Verditek and believe the
outlook remains very positive for both continued commercialisation
of the lightweight solar modules and the Graphene Integrated PV
cell technology.
In September we signed another secured distribution agreement
comprising a multi-year take or pay contract that begins with a
minimum of 1 MW in the first year and increases to 3 MW in the
second year in addition to commencing negotiations on a global
military application of Verditek's lightweight solar modules -
potentially leading to large sales opportunity.
Also post the half-year, the board were close to completion of a
share placing, the funding from which will go towards the continued
investment in our solar technologies and their commercialisation so
building on the strong foundations that have been laid down so
far.
Geoffrey Nesbitt
CEO
26(th) September 2019
Verditek plc
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2019
2019 2018
Unaudited Unaudited
Note GBP GBP
Continuing operations
Revenue - -
Administrative expenses (826,512) (899,430)
Operating loss (826,512) (899,430)
Finance Income 180 -
Finance costs (72,316) (5,452)
------------------------------------------- ----- ---------- ----------
(898,648) (904,882)
Share of net loss of associate accounted
for using the equity method - (64,592)
------------------------------------------- ----- ---------- ----------
Loss before tax (898,648) (969,474)
Income Tax - -
------------------------------------------- ----- ---------- ----------
Loss for the period (898,648) (969,474)
------------------------------------------- ----- ---------- ----------
Loss for the period attributable to: -
Owners of the Company (897,543) (800,832)
Non-controlling interest (1,105) (168,642)
------------------------------------------- ----- ---------- ----------
(898,648) (969,474)
------------------------------------------- ----- ---------- ----------
Other comprehensive income
Items that will or may be reclassified to
profit or loss:
Translation of foreign operations 2,257 2,603
Total comprehensive loss for the period
from continuing operations (896,391) (966,871)
------------------------------------------- ----- ---------- ----------
Total comprehensive loss for the period
attributable to: -
Owners of the Company (900,671) (799,504)
Non-controlling interest 4,280 (167,367)
------------------------------------------- -----
(896,391) (966,871)
------------------------------------------- ----- ---------- ----------
Loss per share
Basic and diluted 4 (0.004) (0.004)
------------------------------------------- ----- ---------- ----------
Condensed Consolidated Statement of Financial Position
For the 6 months ended 30 June 2019
As at 30 As at 31
June 2019 December
2018
Note Unaudited Audited
GBP GBP
Assets
Non-current assets
Investment in associates 25,153 25,153
Property, plant and equipment 651,159 498,969
Non-current assets 676,312 524,122
------------------------------- ----- ------------ ------------
Current assets
Trade and other receivables 473,811 431,099
Cash and cash equivalents 221,274 683,885
Current assets 695,085 1,114,984
------------------------------- ----- ------------ ------------
TOTAL ASSETS 1,371,397 1,639,106
------------------------------- ----- ------------ ------------
Equity and liabilities
Non-current liabilities
Loans and borrowings 6 1,170,000 1,170,000
Non-current liabilities 1,170,000 1,170,000
------------------------------- ----- ------------ ------------
Current liabilities
Trade and other payables 701,646 538,312
Loans and borrowings 6 502,152 43,243
------------------------------- ----- ------------ ------------
Current liabilities 1,203,798 581,555
------------------------------- ----- ------------ ------------
TOTAL LIABILITIES 2,373,798 1,751,555
------------------------------- ----- ------------ ------------
Share capital 80,847 80,847
Share premium account 3,858,691 3,858,691
Share based payment reserve 15,167 8,727
Accumulated losses (4,921,930) (3,817,534)
Translation reserve (390) 749
Non-controlling interests (34,786) (243,929)
Total shareholders' equity (1,002,401) (112,449)
------------------------------- ----- ------------ ------------
TOTAL EQUITY AND LIABILITIES 1,371,397 1,639,106
------------------------------- ----- ------------ ------------
Condensed Statement of Changes in Equity
For the 6 months ended 30 June 2019
Issued Share Share Accumulated Translation Non-controlling Total
share capital Premium based losses reserve interest
payment
reserve
GBP GBP GBP GBP GBP GBP GBP
As at 1 January
2018 80,847 3,858,691 - (1,420,572) (8,789) 17,194 2,527,371
Loss for the
period - - - (800,832) - (168,642) (969,474)
Translation of
subsidiary - - - - 1,328 1,275 2,603
------------------ --------------- ---------- --------- ------------ ------------ ---------------- ------------
Total
comprehensive
loss for the
period - - - (800,832) 1,328 (167,367) (966,871)
Share based
payment
reserve - - 9,952 - - - 9,952
Shareholders'
equity at 30
June
2018 80,847 3,858,691 9,952 (2,221,404) (7,461) (150,173) 1,570,452
Loss for the
period - - - (2,396,962) - (266,453) (2,663,415)
Translation of
subsidiary - - - - 9,538 5,330 14,868
------------------ --------------- ---------- --------- ------------ ------------ ---------------- ------------
Total
comprehensive
loss for the
period - - - (2,396,962) 9,538 (261,123) (2,648,547)
Share based
payment
reserve - - 8,727 - - - 8,727
Shareholders'
equity at 31
December
2018 80,847 3,858,691 8,727 (3,817,534) 749 (243,929) (112,449)
Loss for the
period - - - (897,543) - (1,105) (898,648)
Translation of
subsidiary - - - - (3,129) 5,385 2,256
------------------ --------------- ---------- --------- ------------ ------------ ---------------- ------------
Total
comprehensive
loss for the
period - - - (897,543) (3,129) 4,280 (896,392)
Acquisition of
NCI without a
change in
control
(note 5) - - - (206,853) 1,990 204,863 -
------------------ --------------- ---------- --------- ------------ ------------ ---------------- ------------
Total change in
ownership
interests - - - (206,853) 1,990 204,863 -
Share based
payment
reserve - - 6,440 - - - 6,440
------------------ --------------- ---------- --------- ------------ ------------ ---------------- ------------
Shareholders'
equity at 30
June
2019 80,847 3,858,691 6,440 (4,921,930) (390) (34,786) (1,002,401)
------------------ --------------- ---------- --------- ------------ ------------ ---------------- ------------
Condensed Statement of Cash Flows
For the 6 months ended 30 June 2019
Note
2019 2018
Unaudited Unaudited
GBP GBP
Operating activities
Loss before tax from continuing operations (898,648) (969,474)
Adjustment for:
Depreciation 9,157 965
Loss on disposal - 3,878
Finance costs 72,316 5,452
Financial income (180) -
Share based payment expenses 6,440 9,952
Share of post-tax loss of equity accounted
associates - 64,592
----------------------------------------------------- ---------- ----------
Working capital adjustments (810,915) (884,635)
Increase in inventory - 446
(Increase) / decrease in trade and other
receivables (42,713) (112,697)
Increase / (decrease) in trade and other
payables 92,955 105,306
---------- ----------
Cash generated from operations (760,673) (891,580)
----------------------------------------------------- ---------- ----------
Taxation - -
---------- ----------
Net cash inflow from operating activities (760,673) (891,580)
----------------------------------------------------- ---------- ----------
Investing activities
Purchase of fixed assets (164,042) (108,177)
Loan to associate - (157,044)
---------- ----------
Net cash outflow from investing activities (164,042) (265,221)
----------------------------------------------------- ---------- ----------
Financing activities
Issue of ordinary share capital - 380,000
Interest paid (1,936) -
Finance income 180 -
Finance costs - (5,452)
Loan received/ (repayable) 458,909 (62,607)
---------- ----------
Net cash inflow from financing activities 457,153 311,941
----------------------------------------------------- ---------- ----------
Net (decrease)/increase in cash and cash
equivalents (467,562) (844,860)
Cash and cash equivalents at the beginning
of the period 683,885 1,190,976
----------------------------------------------------- ---------- ----------
216,323 346,116
Exchange gains on cash and cash equivalents 4,951 2,602
Cash and cash equivalents at the end of
the period 221,274 348,718
----------------------------------------------------- ---------- ----------
Notes to the Condensed Financial Statements
1. General Information
The Interim Financial Statements are for the six months ended 30
June 2019 and are presented in British Pounds (GBP), which is the
functional currency of the parent company. They have been prepared
in accordance with IAS 34 'Interim Financial Reporting'. They do
not include all of the information required in annual financial
statements in accordance with IFRS and should be read in
conjunction with the consolidated financial statements for the year
ended 31 December 2018.
Verditek plc ("Verditek", "Company") is a public limited company
incorporated, registered and domiciled in England Wales
(registration number 10114644), whose shares are quoted on the
Alternative Investment Market on the London Stock Exchange. Its
registered office is located at 29 Farm Street, London W1J 5RL.
Verditek is the holding company of a group of companies engaged
in the clean technology sector.
The Interim Financial Statements have been approved for issue by
the Board of Directors on 26 September 2019.
2. Basis of Preparation
The financial information presented in this condensed
consolidated interim report for the half-year has been prepared in
accordance with the recognition and measurement requirements of
International Financial Reporting Standards ("IFRS") issued by the
International Accounting Standards Board, as adopted by the
European Union. The principal accounting policies adopted in the
preparation of the financial information in this Interim Report are
unchanged from those used in the company's financial statements for
the year ended 31 December 2018.
The financial information for the year ended 31 December 2018
presented in this Interim Report does not constitute the company's
statutory accounts for that period but has been derived from them.
The Annual Report and Accounts for the year ended 31 December 2018
were audited and have been filed with the Registrar of Companies.
The Independent Auditors' Report on the Annual Report and Accounts
for the year ended 31 December 2018 was unqualified and did not
draw attention to any matters by way of emphasis and did not
contain statements under s498(2) or (3) of the Companies Act 2006.
The financial information for the periods ended 30 June 2018 and 30
June 2019 is unaudited.
A copy of the audited consolidated financial statements for the
year ended 31 December 2018 is available on the Company's
website.
New Standards adopted as at 1 January 2019
Accounting pronouncements which have become effective from 1
January 2019 are:
-- IFRIC 23 Uncertainty over Income Tax Treatments
-- IFRS 9 Prepayment Features with Negative Compensation (Amendments to IFRS 9)
-- IAS 28 Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)
-- Annual Improvements to IFRS 2015-2017 Cycle
-- Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)
These accounting pronouncements do not have a significant impact
on the Group's financial results or position.
Going concern
The interim financial statements have been prepared under the
going concern basis as the directors are satisfied that sufficient
funds are or will become available to the group to meet its
on-going working capital requirements.
Dividends
The directors do not propose an interim dividend.
Material changes in accounting estimates or judgments
The preparation of unaudited interim financial information
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 expenses for the
current and its corresponding financial period under review. Actual
results may differ from these estimates.
In preparing the unaudited interim financial information, the
significant judgements made by the management in applying the
Group's accounting policies and the sources of estimates
uncertainty were consistent with those applied to the audited
financial statements for the year ended 31 December 2018.
3. Segmental Information
The chief operating decision-maker is considered to be the Board
of Directors of Verditek. The chief operating decision-maker
allocates resources and assesses performance of the business and
other activities at the operating segment level.
The chief operating decision maker has determined that in the
period ended 30 June 2019 Verditek had one operating segment, the
development and commercialisation of clean technologies, although
it is likely that in future periods the Group's segmental reporting
will be expanded as different technologies are developed and
commercialised.
Geographical Segments
Apart from holding company activities in the UK the Group's had
operations in Milan, in Italy, and in Florida, in the USA, in the
period. An analysis of non-current assets by geographical market is
given below:
6 months For the year
ended 30 ended 31 December
June 19 18
Unaudited Audited
GBP GBP
------- ---------- -------------------
UK 27,981 28,417
Italy 648,331 495,706
Total 676,312 524,123
------- ---------- -------------------
4. Loss Per Share
The calculation of loss per share is based on the following loss
and number of shares:
6 months ended 6 months ended
30 June 19 30 June 18
Unaudited Unaudited
GBP GBP
------------------------------------------------ --------------- ---------------
Loss for the period from continuing operations
(GBP) (897,543) (800,832)
Weighted average number of shares: Basic 202,117,265 202,117,265
Loss per share: (0.004)p (0.004)p
------------------------------------------------ --------------- ---------------
Basic loss per share is calculated by dividing the loss for the
period from continuing operations of the Group by the weighted
average number of ordinary shares in issue during the period.
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
potential dilutive options and warrants over ordinary shares.
Potential ordinary shares resulting from the exercise of share
options and warrants have an anti-dilutive effect due to the Group
being in a loss position. As a result, diluted loss per share is
disclosed as the same value as basic loss per share.
5. Acquisition of Non-Controlling Interest
In April 2019, Verditek PLC acquired the remaining 49% of
Greenflex Energy Limited so it was a fully owned 100% subsidiary
for GBPnil consideration. The Group recognised an increase in
non-controlling interests of GBP204,863 and a decrease in equity
attributable to owners of the parent of GBP206,853.
6. Loans and Borrowings
6 months ended For the year
30 June 19 ended 31 December
18
Unaudited Audited
GBP GBP
------------------------------------ --------------- -------------------
Current
Related party loan 43,243 43,243
Secured loan (1) 458,909 -
Total Current loans and borrowings 502,152 43,243
-------------------------------------- --------------- -------------------
6 months ended For the year
30 June 19 ended 31 December
18
Unaudited Audited
GBP GBP
--------------------------- --------------- -------------------
Non - current
Convertible loans (2) 1,170,000 1,170,000
Total non - current loans
and borrowings 1,170,000 1,170,000
----------------------------- --------------- -------------------
(1) On 13 May 2019, Verditek entered into a secured loan with
Gavin Mayhew, a non-executive director of the Company, (the
"Secured Loan"). The principal amount of the Secured Loan is
$600,000. The key provisions of the Loan are as follows: a term of
3 months but extendable at the Company's discretion to 6 months;
interest payable at 20% per cent. per annum on the loan principal,
payable at maturity and compounded quarterly.
(2) On the 17 December 2018 Verditek issued unsecured
convertible loan notes with a total value of GBP1,170,000 at a 10%
fixed rate redeemable on the earliest of:
i. 17th December 2020; or
ii. Date of change of control; or
iii. If the investor majority determines following a material breach.
Cashflow - net debt analysis
01-Jan-19 Cash flow 31-Dec-18
GBP GBP GBP
-------------------- ---------- ---------- ----------
Related party loan 43,243 - 43,243
Convertible bonds 1,170,000 - 1,170,000
Secured loan - 458,909 458,909
1,213,243 458,909 1,672,152
-------------------- ---------- ---------- ----------
7. Copies of the interim report
Copies of this interim report are available on the Company's
website at www.verditek.plc.uk and from the Company's registered
office, 29 Farm Street, London W1J 5RL.
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 UVRBRKWAKUAR
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