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RNS Number : 1906Y Light Science Tech. Holdings PLC 03 May 2023
Light Science Technologies Holdings plc
("LSTH" or the "Company")
Final Results, Board Changes & Notice of AGM
Light Science Technologies Holdings plc (AIM: LST), the controlled environment
agriculture ("CEA") technology and contract electronics manufacturing ("CEM")
group, announces its audited results for the year ended 30 November 2022.
The Company will be posting its annual report & accounts, together with
notice of AGM, to Shareholders later today, with such document now available
on its website.
Operational Highlights
· Record sales within CEM division
o Supplier agreement signed with existing major blue chip client
o Further phased implementations of MRP system, enhancing control and
commercial visibility across the CEM division
· Within the CEA division, further progress of the UKRI
grant-supported advanceGROW rolling cloche, for polytunnels and glasshouses
o Completion of gateway one of the Zenith Nurseries contract
o Development and field trials of the advanceGROW solution - enabling
extended season growing - early trials saw an increase in yield of up to 40%
· Expanded CEA product range
o Launched MVP version of sensorGROW which will provide growers with
business intelligence to target higher yields and reduced energy usage and
waste
o nuturGROW slimline low profile tunable light: designed to maximise growing
space in vertical farm applications, and offer ongoing flexibility of the
lighting 'recipe'
Financial Highlights
· Revenue for the period grew by 10.5% to £8.17m (2021: £7.39m)
· Margins reduced to 17.7% (2021: 22.2%) - reflecting supply chain
constraints and inflationary pressures
· Loss before tax of £2.72m (2021: £2.35m)
Post-Period Highlights
· Raised £1.59m gross proceeds, via a placing, subscription and retail
offer
o To be utilised for Group working capital purposes and continued product
development and intellectual property protection within the CEA division
· Realignment of the Group's cost base to reflect current market
conditions within the CEA division, whilst maintaining the resource to
capitalise on CEA market opportunities
· Operational improvements undertaken to increase margins and streamline
workflows within the CEM division
Investor Presentation: 4:00pm, Wednesday 03 May
Management will be providing a presentation and hosting an investor Q&A
session on the Company's results and future prospects on Wednesday 03 May at
4:00pm BST. Investors can sign up for free and register to meet LSTH via the
following link:
https://www.investormeetcompany.com/light-science-technologies-holdings-plc/register-investor
(https://www.investormeetcompany.com/light-science-technologies-holdings-plc/register-investor)
Questions can be submitted pre-event via the platform or by
emailing lst@walbrookpr.com, or in real time during the presentation via the
"Ask a Question" function.
Simon Deacon, CEO of Light Science Technologies Holdings plc, commented:
"There's no doubting that this was a challenging period for the Company.
However the progress made during the year, as we expanded our routes to market
across both divisions, means that we can look forward with a certain degree of
confidence. We have a strong and growing product range providing solutions for
a variety of customers and a very healthy pipeline of opportunities. We remain
innovative and at the forefront of the sector and are excited about the
significant market opportunities.
"We believe that our energy saving products range will drive new business
while the continued food shortages will enable us to showcase our solutions,
offering extended season growing. Importantly, global trends continue to drive
the need to improve food security and, as such, we aim to harness demand and
accelerate growth and profitability. Furthermore, as producers seek to
navigate the changing landscape, indoor farming is likely to be a key
component in tackling ongoing challenges and boosting homegrown food supply.
"We are reassured by the continued support from existing and new shareholders
who participated in the post-period fundraise. The funds raised will help us
build on the strong momentum in our target markets. We very much look forward
to further extending our reach as we invest in the business - and we believe
this will result in increased revenue and margin growth.
"We see demand trends as a validation of our vision and very much look forward
to working with existing and new clients as we position ourselves at the
forefront of Agri-tech solutions."
For further information, please contact:
Light Science Technologies Holdings plc www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com)
Simon Deacon, Chief Executive Officer
via Walbrook PR
Jim Snooks, Chief Financial Officer
Andrew Hempsall, Chief Operating Officer
Strand Hanson Limited (Nominated & Financial Adviser) Tel: +44 (0) 20 7409 3494
Ritchie Balmer / James Harris / Rob Patrick
Oberon Capital (Joint Broker) Tel: +44 (0) 203 179 5300
Mike Seabrook / Adam Pollock / Nick Lovering
Turner Pope Investments (TPI) Ltd (Joint Broker) Tel: +44 (0) 20 3657 0050
James Pope / Andy Thacker
Walbrook PR Ltd (Media & Investor Relations) Tel: +44 (0)20 7933 8780
Nick Rome / Paul McManus lst@walbrookpr.com (mailto:lst@walbrookpr.com)
This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon publication of
this announcement, this information is now considered to be in the public
domain.
About Light Science Technologies Holdings
plc (www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com/) )
Light Science Technologies Holdings plc is the holding company of the Group's
controlled environment agriculture ("CEA") division, Light Science
Technologies Ltd ("Light Science Technologies"), and its contract electronics
manufacturing ("CEM") division, UK Circuits and Electronics Solutions Limited
("UK Circuits").
Controlled Environment Agriculture
Light Science Technologies was founded in 2019 and is the Company's grow
lights and sensor technology business, providing bespoke recipes and
technologies tailored to customers' needs, with key targets including indoor,
vertical, glasshouses, polytunnels and medicinal farming markets. The
all-in-one CEA solution will include analysing customers' crop growing
requirements to provide bespoke, low-energy and sustainable equipment.
Market drivers include: food and water shortages in many parts of the world,
growing global population, UK and other government policy encouraging
sustainable and efficient growth methods, increased scrutiny of the effect of
food production on climate change and the continuing transition away from
processed foods.
sensorGROW
sensorGROW was launched in June 2022 and its technology will enable farmers to
monitor the following key air zone growing factors in real-time: carbon
dioxide levels, humidity, light, oxygen - and in the future: air speed, plant
disease, soil, temperature and water pH levels. By monitoring these key
growing factors, farmers can save money through better management of
resources: water, nutrients, fertilisers and energy - while increasing yields
and producing healthier crops.
nurturGROW
nurturGROW is a sustainable grow lighting product range, offering an
innovative, high-performance and cost-effective solution for indoor farming,
covering greenhouses, vertical farming, polytunnels and medicinal plants.
Created with four core component parts, the nurturGROW range is made of high
quality, durable materials to give growers the ideal balance between strength
and optimal performance, minimising the amount of materials needed to
drastically cut down on waste and reduce carbon footprint.
Contract Electronics Manufacturing
UK Circuits is the Company's CEM focussed division, profit making with strong
revenues. The Group designs, procures, and manufactures high-quality CEM
products, specialising in Printed Circuit Boards, which are used in a range of
sectors including audio, automotive, electronics, gas detection, lighting,
pest control, telecommunications and, more recently, the CEA market.
Chairman's statement
Welcome to our 2022 Annual Report, the story of how our team managed the
opportunities and challenges of the year to 30 November 2022.
Results
A strong forward order book at UK Circuits has continued on from 2021, with
FY2022 seeing sales increasing 9.2% on FY2021. Operating margins were,
however, under severe pressure, due to the extended timescale of the forward
order book. This led to the Company balancing its stock holding against an
increased risk of fluctuating outsourced component costs. The operational
improvements implemented through the year, such as a new MRP (Material
Requirements Planning) system, did enable the Company to reduce stocks and at
the same time, improve margins over the final quarter of the year, despite the
increase in stocks over the previous year end.
The continued Ukraine conflict and energy crisis have provided a very tough
trading environment for Light Science Technologies and the CEA market as a
whole. Light Science Technologies focussed its efforts on energy saving
devices such as its sensorGROW all in one sensor and the Polytunnel
semi-automated solution, advanceGROW.
People
This year, the continuing COVID-19 pandemic, the war in Ukraine, rising
inflation, an energy crisis and supply chain disruption have combined to
produce the most challenging set of global circumstances in recent memory.
Managing such tough global challenges requires the whole team and its partners
to come together and combine forces to solve these problems. I would like to
thank my fellow board members and our employees and partners for their
invaluable contribution.
Outlook
Thankfully, the impact of COVID-19 is diminishing and there are signs that
inflation and energy costs will ease during 2023. In the CEM division, at UK
Circuits, we anticipate that the latent demand from this crisis will reduce
slightly, however this should be compensated by a trend towards 'reshoring'
which has arisen due to uncertainty around global, particularly Far East,
sourcing. We anticipate that the operational improvements carried out during
2022 will see margins back to their 2021 levels.
In the CEA Division, the energy crisis has led to many projects in the sales
pipeline being delayed but not cancelled. There has been much media attention
on the empty shelves in UK supermarkets which has driven home the need to grow
more locally. We anticipate that whilst conditions in 2023 will continue to be
tough, in 2024 we hope to see demand returning.
In light of these market conditions, the Board is taking remedial action in
significantly lowering overheads of the Group, including reducing staff
headcount.
Lisa Clement and Rory James-Duff have informed the Board of their intention to
step down as Directors of the Company immediately following this year's Annual
General Meeting ("AGM"). The Board wishes to express its sincere gratitude for
the contributions that Lisa and Rory made to the Company, including their
oversight of its admission to trading on AIM.
Additionally, we will be reducing the frequency of our Board meetings to six
per year.
We will continue to engage with our customers and continue our strategy
implementation to enable us to capitalise on the market opportunities.
___________
Myles Halley
Chairman
2 May 2023
Chief Executive's report
UK Circuits CEM division
At the end of a year dominated by extremely tough economic conditions, I am
pleased to report that 2022 saw record sales for our CEM division, UK Circuits
and Electronics Solutions. This has been driven by increasing our share of
business spend with long standing customers including the division's major
blue chip client, with whom we signed a supplier agreement in June 2022, and
others. This success is testament to the team's transparent approach and
management of the global supply chain issues, ensuring that customers are
provided with cost effective alternative solutions where shortages occur in
the supply chain.
Operations
In some respects, the flexibility provided to customers was at the expense of
gross profit margins whilst the business adjusted its systems and processes to
adopt new ways of working. The changes implemented really started to provide
an increased level of visibility, enabling margins to increase and stock
levels to decrease in the last quarter of the year, despite the increase in
stocks over the previous year end. We anticipate that stocks and margin will
return to normal levels in the first half of 2023 and we certainly feel that
not compromising upon customer service was worth this short term pain, as the
strong forward order book continues.
Investment
There will also be continued investment in UK Circuits during 2023, with a
relay and automation of its surface mount technology facility; automation and
enhancements in conformal coating; and 3D in-line AOI (automated optical
inspection) testing equipment, all of which should provide quality
improvements and access to other markets. UK Circuits is also currently
implementing the environmental standard, ISO 14001 as well as setting up to
become the manufacturing arm of its sister company, Light Science
Technologies. The first half of 2023 will see the first production batch of
the new sensorGROW product going through the factory.
Light Science Technologies' CEA division
The sector was heavily impacted by the global energy crisis which, from the
Company's perspective, halted potential lighting projects from moving through
its sales pipeline. Whilst these projects are anticipated to restart as
grower's input prices ease, we are focussed on the final stages of development
for the air zone element of our sensorGROW product and the completion of
gateway 2 on its existing contract with Zenith Nurseries. This saw the
implementation of a semi-automatic rolling cloche, advanceGROW, to enable
extended season growing in Glasshouses and Polytunnels, and early trials saw
an increase in yield of up to 40%. Both of these are energy and / or
efficiency saving products which will be a valuable addition to the Light
Science Technologies' product portfolio in the current economic climate.
Product Innovation
2023 will see further product development of the sensorGROW product, relating
to soil based growing and also moving to outdoor growing with measurement of
Nitrous Oxide. The advanceGROW product is in the process of patent drafting
and 2023 will see the further development of this product to enable a full
market launch.
Award winning company
Our strategy and products have been validated by a number of industry and
general business awards received during the past year:
Dec 21 - "Sustainability Award" with SME Business Awards
Mar 22 - "Placed 69" out of 500 with The Food 500
Jul 22 - "Lighting System of the Year" with AgTech Breakthrough
Aug 22 - "Small Business of the Year" with Business Masters Awards
Aug 22 - "Most Innovative Business Idea of the Year" with British Business
Awards
Aug 22 - "Plant Monitoring System of the Year" with GHP
Sept 22 - "Best Professional Equipment" with Hortiweek
Attractive growing market
There are many macroeconomic factors that have negatively impacted the CEA
market during 2022, issues that the industry participants have been aware of
for some time. What this period has done for the market, is to bring these
issues to the attention of the general public, via empty supermarket shelves
and rising food cost inflation. These are all issues that can be solved by the
market by growing more locally, and extending the growing season, in a
controlled environment where the effects of weather patterns can be minimised.
The industry still has much to do to make sure that this is done more
efficiently and sustainably, we are ready to play our part by continuing to
create innovative and efficient products to be sold worldwide.
Financial Review
Income Statement
The CEM division saw revenue growth of 9.2% from £7.36m to £8.04m, however
gross margin came under pressure from the persisting supply chain constraints,
especially from the global shortage of electronic components, coupled with
increasing inflation across the board. It was not always possible to pass
these increased costs onto the customer. This led to a reduction in gross
margins from 22.2% to 16.7%, and the Board has taken various actions aimed to
improve margin generation into the new financial year.
The CEA division saw some initial revenue from trials and particularly the
Zenith contract gateway 1 completion totalling £128k, in spite of challenging
macro trends leading many potential customers to delay projects.
In line with the revised expectations noted in the Company's trading update of
2 December 2022, the Group's loss before tax for FY2022 was £2.72m, as a
result of significant investment in the CEA division into both product
research and development, partly offset by £182k of UKRI grant income; and
also the costs of marketing the Company's products and services.
Balance Sheet
The Group continued to invest in developing the CEA divisions' core product
offering, leading to an increase in the year of £494k in intangible assets.
As development of the sensorGROW and advanceGROW products were partly covered
by UKRI grants, £45k of grant income has been deferred within the year in
relation to these intangible assets, shown separately within other payables.
To help the CEM division mitigate against supply chain risks of the current
global electronic components shortages and ensuring fulfilment of the CEM
division's forward order book, inventory has risen from £1.19m to £1.51m,
and is predominantly allocated to specific customer orders received.
Cash and cash equivalents decreased to £0.59m (2021: £3.86m) at the year
end, and net debt increased to £2.35m (2021: net cash of £1.35m). The net
proceeds from the equity raise in the prior year provided the growth capital
for the Group to continue developing and capitalising on the opportunities
within both the Group's divisions.
Fundraising
In April 2023, we raised £1.59m at £0.01 per share, being a significant
discount to both the prevailing share price and the flotation share price in
October 2021. This discount reflects subdued equity market conditions, but
also investor sentiment due to the delays we have experienced in the execution
of our strategy in the CEA division. As noted above, the Group is realigning
its cost base to reflect current market conditions, but we do not perceive
this will hamper the Group's ability to realise the market opportunities. In
respect of the CEA division, significant product development and IP costs have
already been incurred over the past three years and we stand ready to service
clients with our award winning nurturGROW lighting range, as energy prices
ease and growers recommence growing.
Outlook
Moving forward, the strong order book is continuing in the CEM division with
orders into 2024. The planned programme of capital investment is expected to
continue to deliver enhanced levels of automation, increasing capacities and
gross profit margins. The division also continues to seek and strengthen
customer relationships, including establishing a new relationship with a blue
chip client, recently.
There is still material uncertainty over the level and timing of revenue in
the CEA division due in part to the Ukraine conflict and high energy prices.
This has led to planned project delays rather than cancellations, however a
key strategic focus for this year is on energy saving devices such as the
sensorGROW and advanceGROW products, both backed by UKRI and endorsed by
industry experts, alongside creating partnerships worldwide to increase our
reach into the global market.
To this end, we continue to work towards our FY2023 market expectations, with
achievement being subject to a number of factors. Our reduced cost base allows
us to be patient should demand be slower to return than expected.
___________
Simon Deacon
Chief Executive Officer
2 May 2023
Consolidated Statement of Comprehensive Income
For the year ended 30 November 2022
2022 2021
Notes £ £
Revenue 3 8,166,769 7,393,933
Cost of sales (6,723,400) (5,750,782)
Gross profit 1,443,369 1,643,151
Administrative expenses (4,263,454) (3,265,106)
Non-recurring administrative expenses - (512,436)
Other operating income 209,786 50,203
Operating loss 4 (2,610,299) (2,084,188)
Finance costs (112,167) (262,620)
Loss on ordinary activities before taxation (2,722,466) (2,346,808)
Income tax credit 5 235,147 202,423
Loss for the year and total comprehensive income for the year (2,487,319) (2,144,385)
Attributable to: (2,502,748) (2,165,543)
The owners of the company
Non-controlling interests 15,429 21,158
(2,487,319) (2,144,385)
Loss per share
Basic and diluted (pence) 6 (1.51) (2.00)
Consolidated Balance Sheet
Registered Number: 12398098
As at 30 November 2022
30 November 2022 30 November
2021
£ £
Assets 777,919 822,803
Non-current assets
Property, plant and equipment
Intangible assets 708,343 214,698
Right-of-use assets 658,680 551,532
2,144,942 1,589,033
Current assets 1,583,349 1,199,749
Inventories
Trade and other receivables 2,569,651 1,738,330
Corporation tax receivable 177,795 151,090
Cash and cash equivalents 590,673 3,860,430
4,921,468 6,949,599
Total assets 7,066,410 8,538,632
Liabilities (2,007,947) (1,341,925)
Current liabilities (2,079,134) (2,049,089)
Borrowings
Trade and other payables
Lease liabilities (221,773) (226,498)
(4,308,854) (3,617,512)
Non-current liabilities
Borrowings (397,222) (613,889)
Trade and other payables (111,787) (64,184)
Lease liabilities (313,060) (325,878)
(822,069) (1,003,951)
Total liabilities (5,130,923) (4,621,463)
Net assets 1,935,487 3,917,169
Capital and reserves attributable to the owners of the company 1,741,500 1,741,500
Share capital 5,654,011 5,654,011
Share premium account (3,478,435) (3,478,435)
Merger reserve 726,000 220,363
Share based payment reserve
Warrant reserve 159,593 159,593
Retained earnings (3,209,481) (706,733)
1,593,188 3,590,299
Non-controlling interests 342,299 326,870
Total equity 1,935,487 3,917,169
These financial statements were approved by the Board of Directors and
authorised for issue on 2 May 2023 and were signed on its behalf by:
___________
Simon Deacon
Chief Executive Officer
2 May 2023
Statements of Changes in Equity
For the year ended 30 November 2022 Share allotment reserve Share based payment reserve Warrant reserve Merger reserve Retained earnings Non- controlling
Share capital Share premium account interests
£ Total equity
Consolidated
£ £ £ £ £ £ £ £
At 30 November 2021 1,741,500 5,654,011 - 220,363 159,593 (3,478,435) (706,733) 326,870 3,917,169
Transactions with shareholders
Share based payments - - - 505,637 - - - - 505,637
Total transactions with shareholders - - - 505,637 - - - - 505,637
Comprehensive income
Loss for the year - - - - - - (2,502,748) 15,429 (2,487,319)
Total comprehensive income - - - - - - (2,502,748) 15,429 (2,487,319)
At 30 November 2022 1,741,500 5,654,011 - 726,000 159,593 (3,478,435) (3,209,481) 342,299 1,935,487
Share allotment reserve Share based payment reserve Warrant reserve Merger reserve Retained earnings Non- controlling
Share capital Share premium account interests
Total equity
£ £ £ £ £ £ £ £ £
At 30 November 2020 1,000,000 - 250,000 - - (3,479,535) 1,458,810 305,712 (465,013)
Transactions with shareholders
Combinations under common control - - - - - 1,100 - - 1,100
Advance share subscription - - 750,000 - - - - - 750,000
Shares and related warrants issued in the year 741,500 5,654,011 (1,000,000) - 159,593 - - - 5,555,104
Share based payments - - - 220,363 - - - - 220,363
Total transactions with shareholders 741,500 5,654,011 (250,000) 220,363 159,593 1,100 - - 6,526,567
Comprehensive income
Loss for the year - - - - - - (2,165,543) 21,158 (2,144,385)
Total comprehensive income - - - - - - (2,165,543) 21,158 (2,144,385)
At 30 November 2021 1,741,500 5,654,011 - 220,363 159,593 (3,478,435) (706,733) 326,870 3,917,169
Consolidated Cash Flow Statement
For the year ended 30 November 2022
30 November 30 November
2022 2021
Notes £ £
Cash flows from operating activities (2,487,319) (2,144,385)
Loss after tax
Adjustments for: 172,804 86,145
Depreciation of tangible assets
Depreciation of right-of-use assets 144,850 145,552
Interest payable and foreign exchange loss 112,167 262,620
Taxation and RDEC credit 5 (205,511) (214,882)
Share based payment 505,637 220,363
Changes in working capital: (383,600) (610,278)
(Increase) in inventory
(Increase) in trade and other receivables (808,365) (484,141)
Increase in trade payables and other payables 40,691 730,109
Cash outflow from operations (2,908,646) (2,008,897)
Tax received 5 155,849 22,715
Net cash outflow from operating activities (2,752,797) (1,986,182)
Cash flows from investing activities (127,920) (168,106)
Purchase of property, plant and equipment
Purchase of intangible fixed assets (493,645) (136,946)
Purchase of right-of-use-assets (5,804) -
Net cash outflow from investing activities (627,369) (305,052)
Cash flows from financing activities
Capital issued (net of issue costs) - 4,431,204
Advance share subscription - 750,000
Proceeds from new loans - 310,000
Proceeds from new convertible loans - 1,125,000
Repayment of loans (216,667) (679,805)
Lease payments (248,738) (165,125)
Interest paid on leases (37,769) (25,991)
Net drawdown on invoice discounting facility 666,022 520,742
Interest paid on loans and borrowings (52,439) (153,503)
Net cash inflow from financing activities 110,409 6,112,522
(Decrease)/increase in cash and cash equivalents (3,269,757) 3,821,288
Cash and cash equivalents including overdrafts at the start of the period 3,860,430 39,142
Cash and cash equivalents including overdrafts at the end of the period 590,673 3,860,430
Notes to the financial statements
1 General Information
In accordance with Section 435 of the Companies Act 2006, the Group confirms
that the financial information for the years ended 30 November 2022 and 2021
are derived from the Group's audited financial statements and that these are
not statutory accounts and, as such, do not contain all information required
to be disclosed in the financial statements prepared in accordance with
UK-adopted International Accounting Standards. The statutory accounts for the
year ended 30 November 2021 have been delivered to the Registrar of Companies.
The statutory accounts for the year ended 30 November 2022 have been audited
and approved but have not yet been filed. The Group's audited financial
statements for the year ended 30 November 2022 received an unqualified audit
opinion and the auditor's report contained no statement under section 498(2)
or 498(3) of the Companies Act 2006.
The financial information contained within this full year results statement
was approved and authorised for issue by the Board on 2 May 2023. The 2022
accounts, together with notice of the Annual General Meeting, are expected to
be posted to shareholders on 3 May 2023 and will be available from the Light
Science Technologies Holdings plc website
(www.lightsciencetechnologiesholdings.com
(http://www.lightsciencetechnologiesholdings.com) ) from the 3 May 2023. They
will also be available from the Chief Financial Officer, Light Science
Technologies Holdings plc, 1 Lowman Way, Hilton Business Park, Derby, DE65
5LJ.
The Group financial statements have been prepared under the historical cost
convention and under the basis of going concern. The principal accounting
policies adopted are consistent with those disclosed in the financial
statements for the year ended 30 November 2021.
2 Going concern
Working capital forecasts have been prepared for the period to 30 November
2024. Based on the forecasts, the Group can meet its day-to-day cash flow
requirements and operate within all the terms of its borrowing facilities.
The Directors are satisfied that the Group has sufficient financing in place
to continue to meet its liabilities as they fall due for a period of at least
12 months from the date of approval of this report, the 2 May 2023, and hence
have prepared the financial statements on a going concern basis.
The Directors acknowledge that the current economic environment creates
material uncertainty over the level of future revenues and there would be a
probable need to raise additional funding to support Group requirements in the
second half of 2024, should the Group's expectations for revenue generation
over the coming 12 months not materialise as expected. The Directors note that
this material uncertainty may cast significant doubt on the group's ability to
continue as a going concern.
In response to these matters, and as detailed in the Circular issued on 5
April 2023, the Group is implementing a variety of actions to manage cash
flows and discretionary spending, including a reduction in the costs of the
Board and related salaries, offsetting purchasing cycles with customers
deposits and reducing other costs within the business.
The financial statements do not include any adjustments that would result if
the company were unable to continue as a going concern.
3 Revenue and segmental reporting
The total revenue of the Group for the period has been derived from its
principal activity wholly undertaken in the United Kingdom.
Revenue in respect of supply of hardware and is recognised at a point in time
at the point of customer collection or dispatch. Revenue in respect of
laboratory services is recognised at a point in time when project gateways are
completed, the level of revenue is immaterial so has not been separately
disclosed. As new products and services are launched within the Controlled
Environment Agriculture segment, the revenue accounting policy and point of
recognition will develop.
During the year to 30 November 2022 one customer represented 54.3% of total
revenue (2021: 61.3%).
The Group has two operating segments 'Contract electronics manufacture'
relating to the development and manufacturing of electronic boards; and
'Controlled environment agriculture' relating to the development and
manufacturing of lighting and technology products for the Controlled
Environment Agriculture (CEA) sector. The Chief Operating Decision Maker
(CODM) has been determined to be the Board. The performance of the two
reportable segments is based upon a review of profits and segmental
assets/liabilities.
30 November 2022 Contract electronics manufacture Controlled environment agriculture Total
£ £ £
Revenue 8,038,645 128,124 8,166,769
Depreciation (172,357) (145,297) (317,654)
Operating profit/(loss) 269,381 (2,879,680) (2,610,299)
Segment assets 5,287,275 1,779,135 7,066,410
Segment liabilities (4,550,498) (580,425) (5,130,923)
30 November 2021 Contract electronics manufacture Controlled environment agriculture Total
£ £ £
Revenue 7,361,303 32,630 7,393,933
Depreciation (174,086) (57,611) (231,697)
Operating profit/(loss) 485,527 (2,569,715) (2,084,188)
Segment assets 4,426,947 4,111,685 8,538,632
Segment liabilities (4,153,852) (467,611) (4,621,463)
4 Operating loss
2022 2021
£ £
Operating loss is stated after charging:
Depreciation on property, plant and equipment 172,804 86,145
Depreciation on right-of-use assets 144,850 145,552
Research and development expenses 135,821 451,321
Inventory expensed 5,491,423 5,217,468
Short term low value lease expenses 7,942 8,644
Share based payments 505,637 220,363
5 Taxation
The tax credit is made up as follows:
2022 2021
£ £
Current tax expense
UK corporation tax for the year (181,582) (109,285)
Adjustment in respect of prior year (53,565) (91,668)
Total current income tax (235,147) (200,953)
Deferred tax
Origination and reversal of timing difference - (1,470)
(235,147) (202,423)
Reconciliation of effective tax rate
The tax assessed for the year varies from the standard rate of corporation as
explained below:
2022 2021
£ £
Loss on ordinary activities before taxation (2,722,466) (2,346,808)
UK tax credit at standard rate of 19% (2021: 19%) (517,269) (445,894)
Fixed asset differences (5,772) (1,900)
Expenses not deductible for tax 13,780 75,149
Adjustment to corporation tax in respect of prior period (53,565) (91,668)
Adjustment for R&D tax credit including SME claims (376,223) (246,061)
Surrender of tax losses for R&D tax credit refund 268,015 172,781
Movement in deferred tax not recognised 435,887 335,170
Tax credit in statement of comprehensive income (235,147) (202,423)
The applicable UK corporation tax rate is 19% throughout the reporting period.
In May 2021, it was enacted that the rate of corporation tax will increase
from 19% to 25% from April 2023. Unrecognised deferred tax balances at 30
November 2022 have been calculated using a rate of 25% (2021: 25%) based on
the enacted rates that are expected to apply when these are unwound.
6 Loss per share
Basic loss per share is calculation on the loss for
the year after taxation attributable to the owners of the parent of
£2,502,748 (2021: £2,165,543) and on 165,250,000 ordinary shares (2021:
108,052,603), being the weighted number in issue during the year excluding
shares held by the Employee Benefit Trust. Unexercised options over the
ordinary shares are not included in the calculation of diluted loss per share
as they are anti-dilutive.
For 2021, the share numbers used have been calculated
consistently, to take into account the 2021 share reorganisation, i.e. by
assuming the various steps of the share reorganisation had been in effect
throughout 2021.
30 November 2022 30 November 2021
Weighted average number of shares (000's) Per share amount (pence) Weighted average number of shares (000's) Per share amount (pence)
Loss Loss
£ £
Basic and Diluted EPS
Weighted average number of ordinary shares 174,150,000 109,344,932
Adjusted for the effect of own shares held by Employee Benefit Trust (EBT) (8,900,000) (1,292,329)
Earnings attributable to ordinary shareholders of the Company (2,502,748) 165,250,000 (1.51) (2,165,543) 108,052,603 (2.00)
Diluted earnings per share
Basic and diluted earnings per share are equal for
2022 and 2021, since where a loss is incurred the effect of outstanding share
options and warrants is considered anti-dilutive and is ignored for the
purpose of the loss per share calculation.
Post-year end Placing, Subscription and WRAP (Winterflood Retail Access
Platform)
As detailed in the various RNS announcements in April 2023, an aggregate of
158,855,500 new ordinary shares were issued during April 2023 to new and
existing shareholders, which considerably changes the number of shares
outstanding at the end of the period. On this basis basic and diluted loss per
share would have been 0.77p for 30 November 2022.
7 Annual General Meeting
The annual general meeting is to be held at 11:00am
on Tuesday 30 May 2023 at 1 Lowman Way, Hilton, Derby, England, DE65 5LJ.
Special business includes three resolutions which relate to share capital:
1. an ordinary resolution to renew the authority of the directors to allot
shares generally. 2. is a special resolution to give power to the directors to
allot equity securities for cash without first offering them to existing
shareholders. 3. is a special resolution to permit the Company to make market
purchases of its own shares. These resolutions are part of the portfolio of
powers commonly granted to directors to ensure flexibility, should appropriate
circumstances arise, to either allot shares, or make purchases of the
Company's own shares in the best interests of shareholders. Each authority
will run through until the next annual general meeting.
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