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REG - Spectra Systems Spectra Systems-SPSC - Interim Results for Six Months Ended 30 June 2022

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RNS Number : 0189Z  Spectra Systems Corporation  12 September 2022

 

Spectra Systems Corporation

Interim Results for the Six Months Ended 30 June 2022

 

 

Spectra Systems Corporation (the "Company"), a leader in machine-readable high
speed banknote authentication, brand protection technologies, and gaming
security software, is pleased to announce its interim results for the six
months ended 30 June 2022.

 

 

Financial highlights:

 

·      Revenue of $9,265k (2021: $8,023k) up 15%

 

·      Adjusted EBITDA(1) up 8% at $3,818k (2021: $3,522k)

 

·      Adjusted PBTA(1) up 8% to $3,669k (2021: $3,383k)

 

·      Adjusted earnings(2) per share down 7% to US $6.2 cents (2021: US
$6.7 cents)

 

·      Cash generated from operations of $7,245k (2021: $4,464k)

 

·      Annual 2021 dividend of US$0.11 per share ($5,004k in aggregate)
paid in June 2022

 

·      Strong, debt-free balance sheet, with cash(3) of $17,961k (2021:
$12,851k) at 30 June

 

·      Buy-back of 350,000 shares in the period

 

(1) Before stock compensation expense and excludes noncontrolling interest

(2) Before amortization and stock compensation expense, excludes
noncontrolling interest and fewer remaining tax credits

(3) Does not include $500,000 (2021: $1,099k) of restricted cash and
investments

 

 

Operational highlights:

 

·      Increased total central bank sensor revenue with additional
contract enhancements (amendments) for increased sensor testing and more
flexibility with sorter integration

 

·      Began a funded development to mitigate supply chain impacts in raw
materials with a central bank customer

 

·      Successfully completed a second gravure test of TruBrand(TM) with a
major cigarette supplier in China

 

·      Executed an agreement with a strategic partner for dairy and
transit licences in India

 

 

·      Rollout of our Fusion(TM) machine readable polymer substrate at the
Banknote 2022 conference

 

 

·      Sale of our first Banknote Disinfection System to an Asian central
bank

·      Achieved a nearly three-fold increase in sales revenue for K-cup
optical materials through a second large customer

 

 

·      Provided polymer substrate samples to a Middle Eastern central bank
with a second set being delivered in H2 of 2022

 

 

·      Expanded the lottery business into Canada with a new contract award
and renewed a long-term US customer contract

 

 

Commenting on the results, Nabil Lawandy, Chief Executive Officer, said:

 

"The Company's first half revenues and earnings are up substantially from the
six months ended June 30, 2021 and in line with the Board's upward revised
expectations for H1.  Our cash position has greatly increased due to sensor
development prepayments, additional sales, and release of part of the
restricted cash associated with the last sensor deployment.

We have obtained new business from a long-standing central bank customer which
supports our position as the technology leader for the highest-level security
requirements.  During 2022 the Company has been granted additional contract
enhancements (amendments) which have increased the value of the sensor
development work to $14.4MM for this customer.  Based on the current program
timeline, we continue to plan around a late 2024 delivery for the first order
of sensors with the total value of all units after delivery being
approximately $50m with additional ongoing service revenues.

Spectra Systems, with our proven track record of developing solutions for our
customers in record time, has capitalized on the environment that was created
by the Covid-19 pandemic.  While other companies complained that they could
not source materials and electronics components we took the approach of
solving the problems for our customers.  Our efforts on this front have been
two-fold:

·      We have initiated a program with a central bank customer to shore
up the supply chain for taggants by manufacturing in-house a previously
commercially sourced chemical.  This effort will result in development
payments and an ongoing price increase for our high-performance consumables;
and

 

·      We developed the world's largest capacity, and shortest process
time, banknote disinfection machine and sold our first unit to an Asian
central bank.

On the optical materials front, we have significantly grown revenue from K-cup
printers and have had successful TruBrand(TM) gravure print trials with a
second major cigarette supplier in China. In addition, we are commencing a new
testing program with a large Japanese label supplier, and have executed a
supply agreement with a strategic partner in India for dairy products and
transit vouchers.

Finally, our gaming software operation continues to make steady progress
towards completion of our new Integrity product which will result in a more
compelling sales proposition as well as a reduction in support costs going
forward.  Completion of the new Premier Integrity product is expected to be
in late 2023.

"The Board therefore believes that the Company is on track to achieve record
earnings and meet market expectations for the full year."

 

 Spectra Systems Corporation                              Tel: +1 (0)401 274 4700

 Dr. Nabil Lawandy, Chief Executive Officer

 WH Ireland Limited (Nominated Adviser and Joint Broker)  Tel: +44 (0)20 7220 1650

 Chris Fielding (Head of Corporate Finance)

 Allenby Capital Limited (Joint Broker)                   Tel: +44 (0)20 3328 5665

 Nick Naylor/James Reeve (Corporate Finance)

 Amrit Nahal (Sales and Corporate Broking)

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the “UK MAR”) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company’s obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

Chief Executive Officer's statement

 

Introduction

Already in 2022, we have upgraded market expectations twice and are now
significantly outperforming H1 2021 results while our cash position is the
highest in the company's history and nearly at the IPO closing levels.

Revenue was up 15% at $9,265k (2021: $8,023k) for the first half of the year.
The increased revenues in the first half are derived principally from
pre-production development contracts as well as larger demand for our
materials to meet increased banknote demands of one of our existing central
bank customers.

 

As a result of the increased revenue, adjusted EBITDA (before stock
compensation expense) for the half year increased 8%, to $3,818k compared to
the prior year of $3,552k.

 

Having generated cash from operations of $7,245k (2021: $4,464k), cash at the
period end amounted to $17,961k (2021: $12,851k), excluding $500,000 of
restricted cash and investments (2021: $1,099k). This is notwithstanding
$5,004k paid to shareholders during June in the form of the Company's dividend
of $0.11 per share and $570k used for buying back 350,000 shares.

 

 

 

 

Review of Operations

 

 

Physical and Software Authentication Business

 

The Authentication Systems business generated revenue of $8,565k (2021:
$7,103k) and Adjusted EBITDA of $3,878k (2021: $3,470k). Authentication
Systems revenues are driven by sales of covert materials and their associated
equipment and service, optical and security phosphour materials and licence
payments from our licensee. The increased revenue is due to a combination of
sizable materials orders and increased sensor development funding from our
long-standing central bank customer, as well as increased optical materials
sales.  The increase in development funding as well as the central bank
lowering our performance bond has also significantly increased our cash
position.  We continue to move forward with this central bank towards the
delivery of the first sensors in late 2024.

 

Through our vertically integrated manufacturing we have been able to produce
high quality conducting and opacified polymer substrate for evaluation by
central banks, ink suppliers and printing organizations.  We have produced a
large number of custom designed sheets for a Middle Eastern central bank print
trial which has resulted in a request for a second set of substrate sheets to
be delivered in 2022 for further evaluation.   In addition, the Company has
formed a close working relationship with the largest commercial printer of
polymer banknotes and is developing a house note which will incorporate both
our Fusion(TM) machine readable security as well as their newest public
security feature.  The Directors understand that the result of this joint
development will produce polymer banknotes of the highest quality  for a
joint marketing effort.

 

We are increasing our sales and marketing efforts for Fusion(TM) as well as
our suite of banknote products and are taking full advantage of the
availability of experienced individuals, as well as equipment, which have
become available since the closing of the Portals Overton facility.

 

With the TruBrand(TM) authentication product having been successfully
introduced into the Chinese tobacco market with over 6 million packs with our
smartphone authentication in retail stores in 2019, we have completed two
successful gravure tests with another large supplier of cigarettes in China.
 Although these successful trials resulted in a binding agreement with this
supplier, progress has been stalled by recent political tensions between the
USA and China. We continue to expand our search for new TruBrand(TM) customers
outside of China, including a major Japanese printer, a partnership with a
company in India bidding on authentication of both dairy products as well as
transit certificates, and tax stamps in a European country.

 

In addition, we are in an evaluation phase aimed at increasing the customer
base for the other authentication technology we acquired several years ago
with a printer for a well-respected French luxury brand to help protect their
products sold in China. The Company also expects to fill orders in H2 for over
a hundred handheld readers for use in authentication tax stamps produced by a
large banknote printer.

 

Our K-cup materials business has grown significantly after a new customer
began purchasing our products in H2 of 2021. Revenues for the full year 2022
are expected to be nearly three times higher than 2021. Through an internal
development effort, we have achieved a significant cost reduction for
manufacturing the covert materials, further boosting our margins on this
product.

 

On the software security side of the Company's business, the Secure
Transactions Group, formed around two gaming technology acquisitions made in
2012, generated an Adjusted EBITDA of ($60K) (2021: $112k) on revenue of $700k
(2021: $920k).  The H1 results are in line with expectations as we continue
development of a new software platform with heavy staffing costs depressing
EBITDA.  While this development continues, we are focusing on the online
lottery sector which grew during the pandemic through a partnership with
NextGen Lotteries.

 

 

 

Banknote Cleaning and Disinfection Business

 

We have sold our first Banknote Disinfection System (BDS) for use by an Asian
central bank.  The unit will be installed in H2 and the terms included a 30%
up-front payment as well as a follow-on service agreement.  As this system is
scalable from 250,000 notes to over five million notes in a single cycle of
one hour, we have the ability to accommodate a large spread of potential
customer requirements.  With this first unit sold, we are ramping up our
sales and marketing process to other central banks as well as the casino
industry.

 

 

Solaris BioSciences Investment Asset

 

In December 2020, the Company made an investment in Solaris BioSciences, whose
results are consolidated by the Company. The technology is entirely optical
and has three major target opportunities which are all focused on extremely
low volumes of biofluids: blood plasma viscosity for inflammation, milk
viscosity for dysphagia in newborns, and protein markers for cancer survivors
to track metastasis.  The combined market opportunity for a two-minute,
microliter sample volume (pinprick) tests are believed to be well over 1
billion per annum in consumables.

 

During H1, Solaris BioSciences Holdings was formed as a UK company and has
obtained EIS status with HMRC.  Solaris has also engaged W H Ireland to
undertake a private equity financing which is currently underway.

 

Corporate Governance

Spectra Systems is an AIM listed company and has always tried to abide by best
practices as advised by both our bankers as well as our shareholders.
 Recently ISS has issued certain recommendations regarding board composition,
committee assignments, and option grants.

Our board has comprised the same Directors since our listing with the
exception of the addition of Mr. Jeremy Fry (UK based) who replaced Mr. Martin
Jaskel after his untimely passing away.  In order to add a new dimension to
the board, we are actively recruiting a new board member.  We have identified
a candidate and are working through the regulatory approval process.

With the addition of this new board member, Dr. Nabil Lawandy will be able to
exit the Audit Committee assignment as there will be a suitable replacement to
share the burden of committee assignments.

With regards to Director option grants, the Company has adopted a new policy
which will allow new Directors to receive a one-time option grant upon joining
the board of directors.  Going forward, no Directors will be issued new
options beyond the ones received at joining the board.  This is a compromise
position relative to USA standards and ISS recommendations that Directors hold
no options.

 

Strategy

The Company's strategy for increasing revenue and earnings continues to be
focused on selling more products to existing customers as well as opening new
sales channels for the full spectrum of our product offering.  We have had
very good success in upselling existing central bank customers and
commercially exploiting supply chain and pandemic related issues as part of
our strategy.  Examples of these successes are the expansion of sensor
capabilities for exotic counterfeits, the development and first sale of a
banknote disinfection machine, and the commencement of a program with our
customer to deal with supply chain issues now and going forward.

Our strategy for growing our newest and potentially transformative technology
for polymer banknotes is based on validation, followed by commemorative
banknote contract and then a full banknote denomination contract.  The
validation is focused on three major stakeholders in the polymer banknote
industry: the ink manufacturers, the commercial printers, and the state
printworks.  Our primary targets are central banks which are currently using
paper substrates and are contemplating a transition to polymer as well as
central banks who have decided not to use polymer for higher denominations due
to security concerns.

With regards to our optical materials and brand authentication products, we
continue to propose to both central banks and overt security suppliers the
concept of upgrading such features to incorporate public and machine-readable
security.  The strategy behind this approach is based around partnering with
current contract holders who can benefit from our technology and materials to
upsell their existing customers.  This approach is being implemented with
TruBrand(TM) as well as with our gaming software business where we have
partnered with online lottery suppliers to mutually benefit from the
combination of capabilities at a compelling price point.

Finally, we are exploring possible mergers and acquisitions which can
immediately open doors to implement our upselling strategy and expand our
customer base.  The exploration of such opportunities has always been in the
background but is now becoming more viable at larger scales as we expect to
have significant cash resources through the successful delivery of the major
central bank sensor contract.

 

Prospects

The Company continues to have a multitude of new short-term and long-term
prospects. The short-term opportunities are expected in the 2022-2024 period
and the long-term opportunities are expected in the 2025-2030-time frame.

The near-term opportunities are:

o  A new supply chain impact mitigation contract with a central bank

o  Increase in taggant pricing with a central bank customer

o  Completion of sensor development and revenue recognition of the remaining
$7.7m of sensor development payments

o  New online Quality Control  system contract

o  First sensor shipments to a central bank

o  TruBrand(TM) revenue reaching $1m per annum levels

o  Sale of additional Banknote Disinfection Systems

o  Increased sales of our newest phosphour products

o  Expansion of our gaming software business in Canada and other non-USA
customers and in the online lottery market

 

 The longer-term opportunities are:

o  A commemorative note series using our Fusion polymer substrate

o  Supply of upgraded sensors worth up to $50MM in hardware to a central bank
customer

o  Supply of Fusion(TM) polymer substrate and sensors to a central bank for a
banknote denomination

o  Significantly increased adoption of covert authentication materials by a
current or new central bank customer

 

The combination of these prospects, both short and long-term, has positioned
the Company to continue its revenue and earnings growth over the coming years.
We continue to develop cutting edge technologies to remain the technology
leader in the authentication industry and to offer our shareholders growth
through innovation for both new and existing customers.

 

Nabil M. Lawandy

Chief Executive Officer

September 12, 2022

Consolidated statements of income

for the half year ended 30 June 2022

 

 

                                                               Half Year                               Half Year                              Full Year
                                                               to 30 Jun 2022                          to 30 Jun 2021                         to 31 Dec 2021
                                                               Unaudited                               Unaudited                              Audited
                                                         Note  USD '000                                USD '000                               USD '000
 Revenues
    Product                                                    $             5,488                     $             4,607                    $             9,281
    Service                                                                   2,907                                   2,548                                  5,524
    License and royalty                                                          870                                     868                                 1,787
 Total revenues                                                               9,265                                   8,023                                16,592

 Cost of sales                                                                3,145                                   2,578                                  6,069

    Gross profit                                                              6,120                                   5,445                                10,523

 Operating expenses
    Research and development                                                     837                                     755                                 1,399
    General and administrative                                                1,481                                   1,433                                  2,743
    Sales and marketing                                                          478                                     230                                    471
 Total operating expenses                                                     2,796                                   2,418                                  4,613

    Operating profit                                                          3,324                                   3,027                                  5,910

 Interest and other income                                                           8                                    29                                     40
 Loss on sale of equipment                                                           -                                   (19)                                   (19)
 Foreign currency gain(loss)                                                         3                                     (3)                                   12

    Profit before taxes                                                       3,335                                   3,034                                  5,943

 Income tax expense                                                              707                                     157                                    878

    Net income                                                                2,628                                   2,877                                  5,065

 Net loss attributable to noncontrolling interest

                                                                                   22                                      71                                     98

 Net income attributable to Spectra Systems Corporation

                                                               $             2,650                     $             2,948                    $             5,163

 Earnings per share
    Basic                                                      $               0.06                    $               0.06                   $               0.11
    Diluted                                                    $               0.06                    $               0.06                   $               0.11

All of the Group's operations are continuing

 

Consolidated statements of comprehensive income

for the half year ended 30 June 2022

 

                                                                     Half Year                               Half Year                                Full Year
                                                                     to 30 Jun 2022                          to 30 Jun 2021                           to 31 Dec 2021
                                                                     Unaudited                               Unaudited                                Audited
                                                                     USD '000                                USD '000                                 USD '000

 Net income                                                          $             2,628                     $             2,877                      $            5,065

 Other comprehensive income (loss)
 Unrealized gain (loss) on currency exchange

                                                                                          1                                      (6)                                     10
 Reclassification for realized (gain) loss in net income

                                                                                         (3)                                       3                                    (12)

    Total other comprehensive

    loss                                                                                 (2)                                     (3)                                      (2)

 Comprehensive income                                                               2,626                                   2,874                                    5,063

 Net loss attributable to noncontrolling interest

                                                                                         22                                      71                                       98

 Comprehensive income attributable to Spectra Systems Corporation    $             2,648                     $             2,945                      $             5,161

 

 

Consolidated balance sheets

as of 30 June 2022

 

                                                              As of                             As of                                   As of
                                                              30 Jun 2022                       30 Jun 2021                             31 Dec 2021
                                                              Unaudited                         Unaudited                               Audited
                                                              USD '000                          USD '000                                USD '000
 Current assets
 Cash and cash equivalents                                    $        17,961                   $        12,851                         $        16,775
 Trade receivables, net of allowance                                      1,384                             1,870                                   2,242
 Unbilled and other receivables                                              527                               478                                     630
 Inventory                                                                2,192                             2,737                                   1,944
 Prepaid expenses                                                         1,272                                327                                     299
    Total current assets                                                23,336                            18,263              ﷐                   21,889

 Non-current assets
 Property, plant and equipment, net                                       1,617                             1,557                                   1,439
 Operating lease right of use assets, net                                    828                            1,045                                      972
 Intangible assets, net                                                   7,057                             7,178                                   7,161
 Restricted cash and investments                                             500                            1,099                                      500
 Deferred tax assets                                                         530                            1,400                                   1,080
 Other assets                                                                105                               118                                     111
    Total non-current assets                                            10,637                            12,397                                  11,263

    Total assets                                              $        33,973                   $        30,660                         $        33,152

 Current liabilities
 Accounts payable                                             $             664                 $             681                       $             490
 Accrued expenses and other liabilities                                      465                               446                                     512
 Operating lease liabilities, short term                                     289                               267                                     286
 Taxes payable                                                                 49                                28                                    262
 Deferred revenue                                                         1,898                             2,066                                   2,184
    Total current liabilities                                             3,365                             3,488                                   3,734

 Non-current liabilities
 Operating lease liabilities, long term                                      595                               827                                     739
 Deferred revenue                                                         4,968                                650                                     758
    Total non-current liabilities                                         5,563                             1,477                                   1,497

    Total liabilities                                                     8,928                             4,965                                   5,231

 Stockholders' equity
 Common stock                                                               451                               453                                     453
 Additional paid in capital - common stock                             53,336                            53,795                                  53,833
 Accumulated other comprehensive loss                                      (138)                             (137)                                   (137)
 Accumulated deficit                                                  (29,224)                          (29,085)                                (26,870)
    Total Spectra Systems Corporation stockholders' equity

                                                                       24,425                            25,026                                  27,279
 Noncontrolling interest                                                    620                               669                                     642
    Total stockholders' equity                                         25,045                            25,695                                  27,921

    Total liabilities and stockholders' equity                $       33,973                    $       30,660                          $       33,152

 

 

Consolidated statements of cash flows

for the half year ended 30 June 2022

 

 

                                                                        Half Year                               Half Year                                                                              Full Year
                                                                        to 30 Jun 2022                          to 30 Jun 2021                                                                         to 31 Dec 2021
                                                                        Unaudited                               Unaudited                                                                              Audited
                                                                        USD '000                                USD '000                                                                               USD '000
 Cash flows from operating activities
 Net income                                                             $            2,628                      $            2,877                                                                     $             5,065
 Adjustments to reconcile net income to net cash provided by operating
 activities
    Depreciation and amortization                                                        418                                     398                                                                                     831
    Stock based compensation expense                                                       65                                      33                                                                                      71
    Lease amortization expense                                                           142                                     137                                                                                    274
    Deferred taxes                                                                       550                                         -                                                                                   320
    Provision for excess and obsolete inventory                                              -                                        -                                                                                  494
    Loss on sale of equipment                                                                -                                     19                                                                                      19
    Changes in operating assets and liabilities
      Accounts receivables                                                               861                                     719                                                                                     346
      Unbilled and other receivables                                                     102                                        (1)                                                                                (153)
      Inventory                                                                         (248)                                      57                                                                                    356
      Prepaid expenses                                                                  (974)                                     (53)                                                                                   (25)
      Accounts payable                                                                   175                                     146                                                                                     (44)
      Operating leases                                                                  (140)                                   (132)                                                                                  (265)
      Accrued expenses and other liabilities                                            (262)                                   (230)                                                                                     71
      Deferred revenue                                                                3,928                                      494                                                                                     724
 Net cash provided by operating activities                                            7,245                                    4,464                                                                                  8,084

 Cash flows from investing activities
 Restricted cash and investments                                                              -                                       -                                                                                 599
 Payment of patent and trademark costs                                                  (147)                                   (223)                                                                                  (471)
 Proceeds from sale of equipment                                                              -                                    36                                                                                     36
 Purchases of property, plant and equipment                                             (338)                                     (32)                                                                                   (76)
 Net cash provided by (used in) investing activities                                    (485)                                   (219)                                                                                     88

 Cash flows from financing activities
 Dividends paid                                                                      (5,004)                                 (4,302)                                                                                (4,302)
 Repurchase of shares                                                                   (570)                                (1,170)                                                                                (1,170)
 Proceeds from exercise of stock options                                                     6                                     37                                                                                     38
 Net cash used in financing activities                                               (5,568)                                 (5,435)                                                                                (5,434)

 Effect of exchange rate on cash and cash equivalents

                                                                                            (6)                                      3                                                                                    (1)

 Net increase(decrease) in cash and cash equivalents                                 (1,186)                                 (1,187)                                                                                  2,737
 Cash and cash equivalents, beginning of period

                                                                                     16,775                                  14,038                                                                                 14,038
 Cash and cash equivalents, end of period                               $           17,961                      $           12,851                                                                     $           16,775

 

 

Notes to financial information

 

1. Basis of preparation

 

This report was approved by the Directors on the 9(th) of September 2022.

 

This financial information has been prepared using the recognition and
measurement principles of US Generally Accepted Accounting Principles (GAAP).
The Group has not elected to apply IAS 34 Interim Financial Reporting.

 

The principal accounting policies used in preparing the interim results are
those the Company expects to apply in its financial statements for the year
ending 31 December 2022 and are unchanged from those disclosed in the
Company's Annual Report for the year ended 31 December 2021.

 

The results for the half year are unaudited. The financial information for the
year ended 31 December 2021 does not constitute the full statutory accounts
for that period. The Annual Report and financial statements for the year ended
31 December 2021 have been filed with the Registrar of Companies. The
Independent Auditors' Report on the financial statements for the year ended 31
December 2021 was unmodified and did not draw attention to any matters by way
of emphasis.

 

2. Earnings per share

 

The calculation of basic earnings per share is based on the net income divided
by the weighted average number of common shares outstanding. Diluted earnings
per share is calculated by considering the dilutive impact of common stock
equivalents under the treasury stock method as if they were converted into
common stock as of the beginning of the period or as of the date of grant, if
later. Excluded from the calculation of diluted earnings per common share for
the six months ended June 30, 2022 and the year ended December 31, 2021 were
159,845 and 125,425 shares related to stock options, respectively, because
their exercise prices would render them anti-dilutive. For the six months
ended June 30, 2021,118,740 were excluded from the calculation of diluted
earnings per common share. The following table shows the calculation of basic
and diluted earnings per common share.

 

                                            Half Year                      Half Year                      Full Year
                                            to 30 Jun 2022                 to 30 Jun 2021                 to 31 Dec 2021
 Numerator:
   Net income                               $      2,650,000               $      2,948,000               $      5,162,830

 Denominator:
   Weighted average common shares                 45,569,258                     45,415,199                     45,353,550
      Effect of dilutive securities:
        Stock Options                               2,233,298                      2,662,613                      2,385,480
   Diluted weighted average common shares

                                                  47,802,556                     48,077,812                     47,739,030

 Earnings per common share:
    Basic:                                  $               0.06           $               0.06           $               0.11
    Diluted:                                $               0.06           $               0.06           $               0.11

 

 

3. Investment in affiliates and other entities

 

During the course of business, the Company enters into various types of
investment arrangements. The Company determines whether such investments
involve variable interest entities (VIEs). If the entity is determined to be a
VIE, then management determines if the Company is the primary beneficiary of
the entity and whether or not consolidation of the VIE is required. The
primary beneficiary consolidating the VIE must normally have both (i) the
power to direct the activities of a VIE that most significantly affect the
VIE's economic performance and (ii) the obligation to absorb losses of the VIE
or the right to receive benefits from the VIE, in either case that could
potentially be significant to the VIE. When the Company is deemed to be the
primary beneficiary, the VIE is consolidated and the other party's equity
interest in the VIE is accounted for as a noncontrolling interest.

On December 10, 2020, the Company invested $702,000 in Solaris BioSciences
("Solaris") and increased its equity interest from 4.79% to 48.65% on an as
converted basis. A noncontrolling interest is attributable to the 51.35% of
Solaris not owned by the Company. Prior to the investment, the Chief Executive
Officer of Spectra owned 84.54% of Solaris which declined to 46.01% after the
transaction. As part of the transaction, the Company committed to provide
$100,000 of services at cost to Solaris, of which $93,558 were provided during
the six months ended June 30, 2021. In addition, the Company will provide
nominal accounting support to Solaris and allow Solaris use of optical table
space and facilities at Spectra. In accordance with Delaware law, the
transaction was (a) unanimously approved by all three of Spectra's
non-executive Directors and (b) specially approved by a majority-in-interest
of the disinterested stockholders of Solaris.  In addition, going forward
Spectra's shares in Solaris will be voted as directed by Spectra's
non-executive Directors. The Chief Executive Officer of Solaris is also the
Chief Executive Officer of Spectra.

The Company has concluded that Solaris is a VIE and the Company is the primary
beneficiary. The Company has consolidated the accounts of Solaris as of
December 10, 2020. The aggregate carrying value of Solaris' assets and
liabilities after elimination of any intercompany transactions and balances in
the consolidated balance sheets were as follows:

 

                                            As of                                                                               As of                                     As of
                                            30 Jun 2022                                                                         30 Jun 2021                               31 Dec 2021
                                            Unaudited                                                                           Unaudited                                 Audited
                                            USD '000                                                                            USD '000                                  USD '000
 Assets
   Cash                                     $             101                                                                   $             218                         $             150
   Property, plant and equipment, net                          7                                                                                   8                                         8

   Intangible assets, net                                    56                                                                                    8                                       40
 Total Assets                                              164                                                                                 234              ﷐                        197

 Liabilities
   Accounts payable                                            -                                                                                 10                                        21
   Accrued expenses and other liabilities                      -                                                                                   8                                         -
 Total liabilities                          $                 -                                                                 $               18              ﷐         $               21

 

 

4. Copies of this statement are available to the public on the Company's
website at http://www.spsy.com.

 

 

 

Appendix - Reconciliation of Non-GAAP measures

 

The Company publishes certain additional information in a non-statutory format
in order to provide readers with an increased insight into the underlying
performance of the business. Reconciliations to the GAAP measures are shown in
the following tables:

 

     Half Year           Half Year           Full Year
     to 30 Jun 2022      to 30 Jun 2021      to 31 Dec 2021
     Unaudited           Unaudited           Unaudited
     USD '000            USD '000            USD '000

 

Adjusted earnings before interest, taxes,

depreciation and amortization (EBITDA)

 Operating profit                              $            3,324                 $             3,027                  $             5,910
 Depreciation                                                   159                                 146                                  307
 Amortization                                                   257                                 252                                  524
 Stock compensation                                               65                                  33                  71
 Operating loss - noncontrolling interest                         22                                  71                                 101
 Stock compensation - noncontrolling interest                    (10)                                 (7)                                (17)
    Adjusted EBITDA                            $             3,817                $              3,522                 $              6,896

 

Adjusted profit before taxes and

amortization (PBTA)

 Profit before taxes                           $           3,335                 $             3,034                  $             5,943
 Amortization                                                  257                                 252                                  524
 Stock compensation                                              65                                  33                  71
 Operating loss - noncontrolling interest                        22                                  71                                 101
 Stock compensation - noncontrolling interest                   (10)                                 (7)                                (17)
    Adjusted PBTA                              $           3,669                 $              3,383                 $              6,622

 

Adjusted earnings per share

 Adjusted PBTA                           $            3,669               $             3,383              $             6,622
 Income tax expense                                      (707)                            (157)                            (878)
    Adjusted earnings                    $            2,962               $             3,226              $             5,744

 Diluted weighted average common shares        47,802,556                       48,077,812                       47,739,030

    Adjusted earnings per share          $             0.062              $             0.067              $             0.120

 

 

 

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