REG - Windar Photonics PLC - Final Results and Notice of AGM
13/06/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230613:nRSM4731Ca&default-theme=true
RNS Number : 4731C Windar Photonics PLC 13 June 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Windar Photonics plc
("Windar" or the "Company")
Final Results and Notice of AGM
Windar Photonics plc (AIM:WPHO), the technology group that has developed a
cost efficient and innovative LiDAR wind sensor for use on electricity
generating wind turbines, is pleased to announce its final audited results for
the year ended 31 December 2022 ("FY22").
Notice of Annual General Meeting
The Company is pleased to confirm that its Annual General Meetings ("AGM")
will be held at the offices of WH Ireland Limited, 24 Martin Lane, London,
EC4R 0DR at 1.00 p.m. on 11 July 2023.
The Company will include all valid proxy votes (whether submitted
electronically or in hard copy form) in its polls at the AGM and the Chair of
the meeting will call for a poll on each resolution. The Company accordingly
requests that shareholders submit their proxy votes in respect of the
resolutions as set out in the Notice of the AGM, electronically or by post in
advance, in accordance with the instructions set out in the Notice of the AGM.
Shareholders should submit their votes via proxy as early as possible, and
shareholders are requested to appoint the Chairman of the meeting as their
proxy. If a shareholder appoints someone else as their proxy, that proxy will
not be able to attend the AGM in person or cast the shareholder's vote.
Copies of the Annual Report and Accounts for the year ended 31 December 2022
and the Notice of the Annual General Meeting are available from the Company's
website - www.windarphotonics.com
Copies of the Annual Report and Accounts for FY22 and the Notice of the Annual
General Meeting will be posted to shareholders today and will be available
from the Company's website - www.windarphotonics.com
(http://www.windarphotonics.com/)
For further information, please contact:
Windar Photonics plc Jørgen Korsgaard
Jensen, CEO
+45 2423 4930
WH Ireland Limited Chris
Fielding, James Bavister (Corporate Finance)
+44 20 7220 1666
The person responsible for arranging the release of this announcement on
behalf of the Company is Jørgen Korsgaard Jensen, Chief Executive Officer of
the Company.
About Windar:
Windar Photonics is a technology group that develops cost-efficient and
innovative Light Detection and Ranging ("LiDAR") optimization systems for use
on electricity generating wind turbines. LiDAR wind sensors in general are
designed to remotely measure wind speed and direction.
http://investor.windarphotonics.com (http://investor.windarphotonics.com)
CHAIRMAN'S STATEMENT
Despite a very positive underlying business development in respect of the
Group's general product offerings, the year 2022 turned out to be a very
challenging year once again, heavily impacted by the general COVID-19
pandemic. During parts of the first half of 2022, the Group's Shanghai based
subsidiary handling substantial parts of sourcing and logistic tasks within
the Group, was effectively locked down. This consequently had a severely
negative impact on production and deliveries from our assembly facility in
Denmark in 2022.
Despite being constrained by additional COVID-19 related impacts, in relation
to specific electronic component shortages in the market, the Group achieved
full year revenue of €1.9 million, an increase of 236% compared to 2021
(€0.6 million). Most of this revenue was earned in the second half.
Furthermore, despite the general challenges and continued component shortages
continuing during the second half of 2022, the Group moved towards an EBITDA
breakeven level in the second half of 2022 (loss of €0.04 million), based on
recognized revenues of €1.5 million in the period.
Gross Profit for the year amounted to €0.9 million, an increase of 112%
compared to 2021 (€0.4 million), corresponding to a Gross Margin in 2022 of
51% compared to 81% in 2021. The 2022 Gross Margin was restored to historical
levels, whereas the Gross Margin in 2021 was impacted by exceptional items.
The underlying Gross Margin in 2022 was achieved despite the Group
experiencing substantial cost increases, related to logistical and component
costs. The change in the product mix compensated for these cost increases.
Overall Costs of Goods Sold (COGS) for 2022 increased by approximately 5%,
compared to COGS in 2021.This meant that the substantial cost savings, related
to the introduction of our One Unite platform in 2021, were eliminated in
2022.
Despite the overall challenges in 2022, the year has also shown some very
encouraging developments in relation to the fundamentals of the product
offerings of the Group. The combined WindEye™ and WindTimizer products
provide a unique "Plug and Play" turbine integration solution, focused on
increasing electricity generation from existing installed wind turbines. These
have become even more valuable, due to the generally increased price levels of
energy during the year, and further by the increased focus on the need to move
towards more renewable energy sources in general. Due to these developments,
the Group's order backlog increased by the end of year to €4.3 million
(2021: €2.6 million). The product mix continues to be favourable compared to
the order backlog entering 2022.
Overall EBITDA loss for the year was reduced to €0.8 million in 2022
compared to a loss in 2021 of €1.1 million. The EBITDA loss in 2022 was
primarily realised during the first half of 2022, whereas the Group progressed
toward an EBITDA break-even position during the second half of 2022.
During 2022 the Group continued its strong development effort, both related to
expanding current product offerings and new deployment of our general Lidar
technology. In the short term, one of the most important developments was
related to our WindTimizer products, which now also cover an analogue
interface for turbine integrations. This expands the potential total market
for our plug and play integration solution within the Retro-fit market
segment. Our participation in the drone-based CO2 emissions project Khaosguard
is progressing well and initial milestones such as preliminary in field CO2
measurements have successfully been demonstrated.
Financial Overview
Revenue during the year increased 236% to €1.9 million (2021: €0.6
million). Gross profit was up 112% (2021: (36%) to €0.9 million (2021:
€0.4 million).
During the year, administrative expenses excluding depreciation amortisation
and warrant cost increased to €1.76 million compared to €1.58 million in
2021, relating to development projects, following the increased revenues.
Net loss for the year before taxes and exceptional expenses, decreased to
€1.2 million from €1.4 million in 2021, which included depreciation,
amortisation, and warranty costs of €0.2 million (2021: €0.3 million) in
aggregate.
The Group held cash balances at the end of the year of €1.4 million (2021:
€0.04 million) and trade receivables at the end of the year amounted to
€0.4 million (2021: €1.0 million). During the year the Company raised
€2.4 million before expenses through the issue of share capital.
The Group has capitalised its continued cost of investment in technology
during the year of €0.3 million in 2022 (2021: €0.7 million) before grants
of €0.1 million (2021: €0.4 million).
Outlook
Entering 2023 the Group had a strong order backlog of €4.3 million scheduled
for delivery in 2023. In 2023 the Group has received additional orders
scheduled for delivery in 2023 and further additional significant orders are
currently being negotiated. Based on these developments the Group expects to
realise a substantial revenue growth in 2023 compared to 2022.
In 2023 the Group expects to see a reduction of the average COGS compared to
costs in 2022 supporting an expected modest Gross Margin increase in 2023.
Entering 2023, the production capacity of the Group was fully booked by
customer orders for deliveries in the first half of 2023. Currently, the Group
is focused on increasing capacity by at least 100% to be implemented mid-year
2023 and planning for a further doubling of capacity when entering year 2024.
In particular, considering the very unexpected challenges the COVID-19
pandemic brought upon us in the past two years, I would like to take the
opportunity to thank our employees, partners and management in Denmark, China
and UK for their efforts and loyalty to the Group in 2022.
BY ORDER OF THE BOARD ON JUNE 12, 2023
Johan Blach Petersen
Chairman
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE SIX MONTHS ENDED 30 JUNE 2021
Year ended Year ended
31 December 2022 31 December 2021
€ €
Note
Revenue from contracts with customers 5 1,853,249 551,535
Cost of goods sold (906,638) (105,322)
Gross profit 946,611 446,213
Administrative expenses (1,953,607) (1,882,094)
Other operating income 32,260 32,271
Exceptional (expenses)/income 6 (89,038) -
Loss from operations 6 (1,063,774) (1,403,610)
Finance (expense)/income 9 (230,734) 25,520
Loss before taxation (1,294,508) (1,378,090)
Taxation 10 218,837 248,913
Loss for the year attributable to the ordinary equity holders of Windar (1,075,671) (1,129,177)
Photonics Plc
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Exchange gains/(losses) arising on translation of foreign 22,817 (92,348)
operations
Total comprehensive loss for the year attributable to the ordinary equity (1,052,854) (1,221,525)
holders of Windar Photonics Plc
Loss per share attributable to the ordinary equity holders of Windar Photonics
Plc
Basic and diluted, cents per share 11 (1.9) (2.1)
All activities relate to continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022
31 December 2022 31 December 2021
€ €
Note
Assets
Non-current assets
Intangible assets 14 1,196,996 1,195,267
Property, plant & equipment 15 106,983 2,423
Deposits 28,994 26,398
Total non-current assets 1,332,973 1,224,088
Current assets
Inventory 16 699,236 694,969
Trade receivables 17 389,652 991,734
Other receivables 17 197,496 157,919
Tax credit receivables 17 218,928 265,620
Prepayments 47,860 33,954
Cash and cash equivalents 18 1,404,073 40,548
Total current assets 2,957,245 2,184,744
Total assets 4,290,218 3,408,832
Equity
Share capital 22 834,771 675,664
Share premium 23 16,479,150 14,502,837
Merger reserve 23 2,910,866 2,910,866
Foreign currency reserve 23 (65,577) (88,394)
Retained earnings 23 (19,818,092) (18,758,348)
Total equity 341,118 (757,375)
Non-current liabilities
Warranty provisions 25 45,774 36,150
Holiday Allowance provisions 26 134,734 131,877
Loans 21 1,690,462 1,371,076
Total non-current liabilities 1,870,970 1,539,103
Current liabilities
Trade payables 20 264,083 544,330
Other payables and accruals 20 451,402 758,234
Contract liabilities 20 1,205,531 951,606
Loans 20 157,114 372,934
Total current liabilities 2,078,130 2,627,104
Total liabilities 3,949,100 4,166,207
Total equity and liabilities 4,290,218 3,408,832
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022
31 December 31 December
2022 2021
€ €
Note
Assets
Non-current assets
Investments in subsidiaries 13 - -
Total non-current assets - -
Current assets
Other receivables 17 21,300 12,898
Intragroup receivables 17 183,579 88,373
Cash and cash equivalents 18 960,237 4,454
Total current assets 1,165,116 105,725
Total assets 1,165,116 105,725
Equity
Share capital 22 834,771 675,664
Share premium 23 16,479,150 14,502,837
Merger reserve 23 658,279 658,279
Foreign exchange reserve 23 (7,746) (7,746)
Retained earnings 23 (16,977,909) (16,088,210)
Total equity 986,545 (259,176)
Current liabilities
Trade payables 20 108,452 186,271
Other payables and accruals 20 70,119 178,630
Total liabilities 178,571 364,901
Total equity and liabilities 1,165,116 105,725
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022
Year ended Year ended
31 December 2022 31 December 2021
Notes € €
Loss for the period before taxation (1,294,508) (1,378,090)
Adjustments for:
Finance expense/(income) 9 230,734 (25,520)
Amortisation 14 174,792 254,339
Depreciation 15 2,992 25,115
Received tax credit 265,510 213,362
Foreign exchange gain/(losses) 22,817 (92,348)
Share option and warrant costs 15,927 22,773
(581,736) (980,369)
Movements in working capital
Changes in inventory (4,268) (58,183)
Changes in receivables 562,504 (500,363)
Changes in prepayments (13,906) (19,760)
Changes in deposits (2,596) (1,017)
Changes in trade payables (280,247) (96,569)
Changes in contract liabilities 253,926 735,700
Changes in warranty provisions 25 9,620 (2,343)
Changes in other payables and provisions (306,832) 528,803
Cash flow from operations (363,535) (394,101)
Investing activities
Payments for intangible assets 14 (297,540) (652,264)
Payments for tangible assets 15 (107,456) -
Grants received 14 121,019 408,354
Cash flow from investing activities (283,977) (243,910)
Financing activities
Proceeds from issue of share capital 2,393,686 -
Costs associated with the issue of share capital (258,266) -
Proceeds from new long-term loans 373,055 -
Repayment of loans (372,934) (22,180)
Interest received / (paid) (124,630) 51,006
Cash flow from financing activities 2,010,911 28,826
Net increase/(decrease) in cash and cash equivalents 1,363,399 (609,185)
Exchange differences 126 23,372
Cash and cash equivalents at the beginning of the year 40,548 626,361
Cash and cash equivalents at the end of the year 18 1,404,073 40,548
COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2022
Notes Year ended Year ended
31 December 2022 31 December 2021
€ €
Loss for the period before taxation (889,699) (700,557)
Adjustments for:
Finance Expenses and currency losses / (Income) 17,313 (20,332)
Write down of investment in subsidiary 677,376 559,137
(195,010) (161,752)
Movements in working capital
Changes in receivables (8,402) (1,603)
Changes in loans to subsidiary entity (92,069) (67,728)
Changes in trade payables (77,819) 18,320
Changes in other payables and provisions (108,512) 88,850
Cash flow from operations (481,812) (123,913)
Investing activities
Additional investment in subsidiary undertaking 13 (677,376) (416,640)
Cash flow from investing activities (677,376) (416,640)
Financing activities
Proceeds from issue of share capital 2,393,686 -
Cost associated with the issue of share capital (258,266) -
Interest expenses and currency losses during the year / (Income) (20,449) 1,760
Cash flow from financing activities 2,114,971 1,760
Net Increase/(decrease) in cash and cash equivalents 955,783 (538,793)
Cash and cash equivalents at the beginning of the year 4,454 543,247
Cash and cash equivalents at the end of the year 18 960,237 4,454
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31
DECEMBER 2022
Share Share Merger reserve Foreign currency reserve Accumulated Losses Total
Capital
Premium
€ € € € € €
Group
At 1 January 2021 675,664 14,502,837 2,910,866 3,954 (17,651,944) 441,377
Share option and warrant costs - - - - 22,773 22,773
Transaction with owners - - - - 22,773 22,773
Loss for the year
- - - - (1,129,177) (1,129,177)
Exchange gains/(losses) arising on translation of foreign - - - (92,348) - (92,348)
operations
Total comprehensive loss - - - (92,348) (1,129,177) (1,221,525)
At 31 December 2021 675,664 14,502,837 2,910,866 (88,394) (18,758,348) (757,375)
New shares issued 159,107 2,234,579 - - - 2,393,686
Costs associated with capital raise - (258,266) - - - (258,266)
Share option and warrant costs - - - - 15,927 15,927
Transaction with owners 159,107 1,976,313 - - 15,927 2,151,347
Loss for the year - - - - (1,075,671) (1,075,671)
Exchange gains/(losses) arising on translation of foreign - - - 22,817 - 22,817
operations
Total comprehensive loss - - - 22,817 (1,075,671) (1,052,854)
At 31 December 2022 834,771 16,479,150 2,910,866 (65,577) (19,818,092) 341,118
Company
Share Share Merger reserve Foreign currency reserve Accumulated Losses Total
Capital
Premium
At 1 January 2021 675,664 14,502,837 658,279 (7,746) (15,387,653) 441,381
Loss for the year
- - - - (700,557) (700,557)
Total comprehensive loss - - - - (700,557) (700,557)
At 31 December 2021 675,664 14,502,837 658,279 (7,746) (16,088,210) (259,176)
New shares issued 159,107 2,234,579 - - - 2,393,686
Costs associated with capital raise - (258,266) - - - (258,266)
Transaction with owners 159,107 1,976,313 - - - 2,135,420
Loss for the year - - - - (889,699)
(889,699)
Total comprehensive loss - - - - (889,699) (889,699)
834,771 16,479,150 658,279 (7,746) (16,977,909) 986,545
At 31 December 2021
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
1. General information
The Company is a public limited company domiciled in the United Kingdom and
incorporated under registered number 09024532 in England and Wales. The
Company's registered office is 3 More London Riverside, London, SE1 2AQ.
The Group was formed when the Company acquired on 29 August 2014 the entire
share capital of Windar Photonics A/S, a company registered in Denmark through
the issue of Ordinary Shares.
2. Adoption of new and revised International Financial Reporting Standards
New and amended standards adopted by the Group and Company.
Several amendments and interpretations apply for the first time in 2022.
Effective for annual
Standard or periods beginning
Interpretation Title on or after
IFRS 16 COVID-19-Related Rent Concessions beyond 30 June 2021. (Amendment to IFRS 16) 1 April 2021
IAS 37 Onerous Contracts - Cost of Fulfilling a Contract. (Amendments to IAS 37) 1 January 2022
IAS 16 Property, Plant and Equipment: Proceeds before Intended Use. (Amendments to 1 January 2022
IAS 16)
IFRS Annual Improvements to IFRS Standards 2018-2020 1 January 2022
IFRS 3 Reference to the Conceptual Framework. (Amendments to IFRS 3) 1 January 2022
The above new and amended standards which apply for the first time for these
2022 financial statements have been assessed by the Directors and to the
extent that they may be applicable, the Directors have concluded that none of
these have had a material impact to the Group's and Company's financial
statements.
Standards, amendments and interpretations issued and effective in 2022 but not
relevant
There are no IFRSs or IFRIC interpretations that are effective and not
relevant to the Group and Company's.
Standards, amendments and interpretations issued but not yet effective in 2022
There were a number of standards and interpretations which were in issue at 31
December 2022 but not effective for periods commencing 1 January 2022 and have
not been adopted for these financial statements. The Directors have assessed
the full impact of these accounting changes on the Company. To the extent that
they may be applicable, the Directors have concluded that none of these
pronouncements will cause material adjustments to the Group's and Company's
financial statements. They may result in consequential changes to the
accounting policies and other note disclosures. The new standards will not be
early adopted by the Group and Company and will be incorporated in the
preparation of the Group and Company financial statements from the effective
dates noted below.
Effective for annual
Standard or periods beginning
Interpretation Title on or after
IAS 1 Classification of Liabilities as Current or Non-current. (Amendments to IAS 1) 1 January 2023
IFRS 17 IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts. 1 January 2023
IAS 1 Disclosure of Accounting Policies. (Amendments to IAS 1 and IFRS Practice 1 January 2023
Statement 2)
IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single 1 January 2023
Transaction. (Amendments to IAS 12)
IAS 8 Definition of Accounting Estimates. (Amendments to IAS 8) 1 January 2023
IFRS 16 Amendments to IFRS 16, Lease Liability in a Sale and Leaseback. 1 January 2024
IAS 1 Amendments to IAS 1, Non-current Liabilities with Covenants. 1 January 2024
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Group and Company.
3. Going Concern
The consolidated financial statements have been prepared assuming the Group
will continue as a going concern. Under the going concern assumption, an
entity is anticipated to continue in business for the foreseeable future with
neither the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
Based on the Group's latest trading expectations and associated cash flow
forecasts, the directors have considered the cash requirements of the Group on
which basis the board is convinced the Company has sufficient cash flows for
operations for the coming 12 months period.
However, as the Company foresee and plan for substantial growth in both 2023
and 2024 the cash flow projections rely on the precise execution of logistical
plans within the entire supply chain. During the period, difficulty in
obtaining supplies has had an impact on the group's ability to deliver on
contracts or the Group has experienced delays in the start of assignments,
which has had an impact on cashflows and could still impact future cashflows.
It remains difficult to assess reliably whether there will be any further
material disruption in the future which could adversely impact the group's
forecast.
The risk related to the execution of the logistical plans is not only related
to COVID-19 developments as seen in 2022 but also to the general performance
of single suppliers whereby symmetry of deliveries to the Company has led and
could still lead to over stocking and lack of deliveries to the final
customers. Management is monitoring the supply chain developments on a daily
basis, however any deviations could have a material impact, and as such the
Board considers this risk to pose a materially uncertainty in respect of
future cash flows in the Company, which may cast significant doubt about the
Group's ability to continue as a going concern. The financial statements do
not include the adjustments that would result if the Group was unable to
continue as a going concern.
4. Accounting policies
Basis of preparation
The consolidated financial statements comprise the consolidated financial
information of the Group as at 31 December 2022 and are prepared under the
historic cost convention, except for the following:
· share based payments and share option and warrant costs
The principal accounting policies adopted in the preparation of the financial
information are set out below.
The financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively "IFRSs") issued by the International Accounting
Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs").
5. Revenue
Revenue from contracts with customers: Year ended Year ended
31 December 2022
31 December 2021
€ €
Sale of products and installation 1,820,762 550,558
Rendering of services 32,487 977
Revenue 1,853,249 551,535
Revenue from contracts with customers is split of products as follows:
Year ended Year ended
31 December 2022
31 December 2021
€ €
WindEye™ 1,250,834 256,663
WindVision™ 569,928 293,895
Rendering of services 32,487 977
Revenue 1,853,249 551,535
Contract liabilities of €1,205,531 (2021: €951,606) relates to performance
obligation under contracts that have not yet been completed and are expected
to be met in 2023.
6. Loss from operations
Loss from operations is stated after:
Year ended Year ended
31 December 2022
31 December 2021
€
€
Staff costs (note 11) 1,253,715 1,072,454
Expensed research and development costs 633,451 328,582
Amortisation(1) 174,792 254,339
Depreciation 2,474 25,115
Lease payments 105,066 108,589
Other Operating Income (32,260) (32,271)
Remuneration received by the Group's auditor or associates of the Group's
auditor:
- Audit of parent company 8,760 8,340
- Additional amounts relating to the prior year group audit charged during the - 12,774
current year
- Audit of consolidated financial statements
- Taxation compliance services 20,678 22,638
Other auditors: 1,128 953
- Audit of overseas subsidiaries 16,233 25,071
(1) Amortisation charges on the Group's intangible assets are recognised in
the administrative expenses line item in the consolidated statement of
comprehensive income.
Above loss specification excludes exceptional expenses in 2022 of €89,038
relating to solicitor and auditor costs related to the suspension of the
Company in 2022.
7. Segment information
Operation segments are reported as reported to the chief operation decision
maker.
The Group has one reportable segment being the sale of LiDAR Wind Measurement
and therefore segmental results and assets are disclosed in the consolidated
income statement and consolidated statement of financial position.
In 2022, one customer accounted for more than 25 per cent of the revenue
(2021: two customers). The total amount of revenue from this customer amounted
to €752,893 or 41 per cent of the total revenue (2021: €302,199 or 55 per
cent of the revenue)
Revenue by geographical location of customer:
Year ended Year ended
31 December 2022
31 December 2021
€
€
Europe 18,737 7,519
Americas 870,817 -
China 899,573 544,016
Asia (excluding China) 64,122 -
Revenue 1,853,249 551,535
Geographical information
The parent company is based in the United Kingdom. The information for the
geographical area of non-current assets is presented for the most significant
area where the Group has operations being Denmark.
As at 31 December As at 31 December 2021
2022
€ €
Denmark 1,327,449 1,216,037
Non-current assets for this purpose consist of property, plant and equipment
and intangible assets.
8. Directors and employees
2022 2021
Average Year end Average Year end
Number of employees
excluding directors
Sales and Services 4 4 7 5
Research and development 12 11 11 13
Production 5 5 4 4
Administration 3 3 3 3
24 23 25 25
Group 2022 2021
€ €
Staff costs
Wages and salaries 1,114,985 971,863
Social security costs 122,803 77,818
1,237,788 1,049,681
Warrant and Option costs 15,927 22,773
1,253,715 1,072,454
2022 2021
Company
€ €
Staff costs
Wages and fees 41,850 13,450
41,850 13,450
The Company has 4 employees (2021: 3), all being the Directors of the Company.
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of Group, and are
considered to be directors of the company.
The value of all elements of remuneration received by key management in the
year was as follows:
Wages and salaries and fees Fair value of warrant costs Pension contributions Total
€ € € €
Year ended 31 December 2022
Directors 41,850 - - 41,850
Year ended 31 December 2021
Directors 13,450 - - 13,450
9. Finance income/(expense)
Year Year
ended
ended
31 December 2022
31 December 2021
€
€
Foreign exchange gains/(losses) (82,086) 143,019
Interest expense on financial liabilities measured at amortised cost (148,648) (117,499)
Finance income/(expense) (230,734) 25,520
10. Income tax
Year ended 31 December 2022 Year ended 31 December 2021
€ €
(a) The tax credit for the year:
UK Corporation tax - -
Foreign Research and Development tax credit (218,837) (248,913)
(b) Tax reconciliation
Loss on ordinary activities before tax (1,294,508) (1,378,090)
Loss on ordinary activities at the UK standard rate of corporation tax 19%
(2021: 19%)
(245,956) (261,837)
Effects of:
Expenses non-deductible for tax purposes 8,838 46,061
Research and Development tax allowance (56,699) (74,679)
Adjustment to not recognized deferred taxes in previous periods (33,979) 23,583
Unrecognised tax losses 137,165 118,873
Different tax rates applied in overseas jurisdictions (55,918) (47,098)
Exchange rate differences 27,712 (53,816)
Research and Development Tax credit for the year (218,837) (248,913)
The tax credit is recognised as 22 per cent. (2021: 22 per cent) of the
company's deficit that relates to research and development costs. Companies in
Denmark, who conduct research and development and accordingly experience
deficits can apply to the Danish tax authorities for a payment equal to 22 per
cent. (2021; 22 per cent) of deficits relating to research and development
costs up to DKK 25 million.
(a) Deferred tax - Group
In view of the tax losses carried forward and other timing differences there
is a deferred tax asset of approximately €3,085,177 (2021: €2,948,012)
which has not been recognised in these Financial Statements, given uncertainty
around timing and availability of sufficient taxable profits in the relevant
Company.
(b) Deferred tax - Company
In view of the tax losses carried forward and other differences there is a
deferred tax asset of approximately €409,952 (2021: €389,814) which has
not been recognised in these Financial Statements, given uncertainty around
timing and availability of future profit against which the losses will be able
to be used.
All taxes recognized in the statement of Comprehensive income are denominated
in DKK.
11. Loss per share
The loss and weighted average number of ordinary shares used in the
calculation of basic loss per share are as follows:
Year ended Year ended
31 December
31 December
2022
2021
€ €
Loss for the year (1,075,671) (1,129,177)
Weighted average number of ordinary shares for the purpose of basic earnings 55,963,110 54,595,522
per share
Basic loss and diluted, cents per share (1.9) (2.1)
There is no dilutive effect of the outstanding share options (note 25) as the
dilution would reduce the loss per share.
12. Dividends
No dividends were proposed by the Group during the period under review (2021:
€Nil).
13. Investment in Subsidiaries
Company €
At 1 January 2022 -
Capital subscriptions in the year 5,376
Capital contribution in the year 672,000
Write down investment in subsidiary (677,376)
As at 31 December 2022 -
The subsidiaries of Windar Photonics Plc are as follows:
Name Country of incorporation Ownership Registered Office Nature of business
Windar Denmark ApS Denmark 100% Helgeshoej Allé 16-18 Holding company
DK-2630 Taastrup
Windar Photonics A/S Denmark 100% indirect Helgeshoej Allé 16-18 Develop and commercialise wind turbine technology
DK-2630 Taastrup,
Windar Photonics (Shanghai) Co. Ltd. China 100% indirect Room 403-03, Building #2 No. 38 Debao Road, Pudong, Shanghai Commercialise wind turbine technology
During the year the Company established Windar Denmark ApS and owns 100 per
cent. of the issued share capital of Windar Denmark ApS (comprising shares of
DKK 40,000 of 1 DKK each) with CVR number 43615947.
In November 2022 the Company transferred all outstanding shares in Windar
Photonics A/S (CVR number 32157688) to Windar Denmark ApS. Following the
transaction, the existing share capital in Windar Photonics A/S of DKK
9,380,392 (comprising A Shares of DKK 5,737,800 of 1 DKK each and B Shares of
DKK 3,642,592 of 1 DKK each) were reduced to DKK 400,000 without any
difference in share classes.
Windar Photonics A/S was incorporated on 28 December 2008 in Denmark and
acquired by the Company in August 2014.
During the year the Company invested funds received from the share placing
into subsidiaries, and a total transfer of funds of €769,445 was made during
the year. A further capital contribution of €672,000 was made to Windar
Denmark ApS during the year.
Windar Photonics A/S owns 100 per cent. of the issued common stock of Windar
Photonics (Shanghai) Co.Ltd. Windar Photonics (Shanghai) Co. Ltd. was
incorporated on 18 May 2016 in China with a registered capital of USD 200,000
of which USD 200,000 is paid in as per 31 December 2022.
14. Intangible assets
Group Development projects
€
Cost
At 1 January 2021 3,774,766
Additions 652,264
Grants received (408,354)
Exchange differences 1,437
At 31 December 2021 4,020,113
Additions - internally developed 297,540
Grants received (121,019)
Exchange differences 74
At 31 December 2022 4,196,708
Development projects
€
Accumulated amortisation
At 1 January 2021 2,569,523
Charge for the year 254,339
Exchange differences 984
At 31 December 2021 2,824,846
Charge for the year 174,792
Exchange differences 74
At 31 December 2022 2,999,712
Net carrying value
At 1 January 2021 1,205,243
At 31 December 2021 1,195,267
At 31 December 2022 1,196,996
The Group has received public Research and Development Grants of €121,019
(2021: €408,354) in respect of the capitalised research and development. At
the end of the year 2 development projects are ongoing which are supported by
public Research and Development Grants and outstanding grants which can be
claimed in the coming two years amount to €209,754 (2021: €402,893) which
could be claimed in the following 2 years).
The development projects relate to the development of improved performance and
functionality of the Company's product offerings. Measurement of the
development projects are based on expected contributions to forward looking
business plans and budgets.
15. Property, plant & equipment
Group Plant and equipment
€
Cost
At 1 January 2021 226,909
Additions -
Disposed -
Exchange differences 1,313
At 31 December 2021 228,222
Additions 107,456
Disposed -
Exchange differences 45
At 31 December 2022 335,723
Accumulated depreciation
At 1 January 2021 199,211
Charge for the year 25,111
Disposed -
Exchange differences 1,477
At 31 December 2021 225,799
Charge for the year 2,992
Disposed -
Exchange differences (51)
At 31 December 2022 228,740
16. Inventory
Net carrying value
At 1 January 2021 27,698
At 1 January 2022 2,423
At 31 December 2022 106,983
Group
As at As at
31 December 2022
31 December 2021
€ €
Raw material 382,027 363,216
Work in progress 294,852 46,879
Finished goods 22,357 284,874
Inventory 699,236 694,969
The cost of inventory sold and recognised as an expense during the year was
€897,017 (2021: €107,679)
17. Trade and other receivables
Group Company
As at As at As at As at
31 December
31 December
31 December
31 December
2022
2021
2022
2021
€
€
€
€
Trade receivables 389,652 1,865,023 - -
Less; provision for impairment of trade receivables - (873,289) - -
Trade receivables - net 389,652 991,734 - -
Receivables from related parties - - 183,579 88,373
Total financial assets other than cash and cash equivalents classified at 389,652 991,734 183,579 88,373
amortised costs
Tax receivables 218,928 265,620 - -
Other receivables 197,496 157,919 21,300 12,898
Total other receivables 416,424 423,539 21,300 12,898
Total trade and other receivables 806,076 1,415,273 204,879 12,898
Classified as follows:
Current Portion 806,076 1,415,273 204,879 101,271
The carrying value of trade and other receivables classified at amortised cost
approximates fair value.
More than 30 days past due More than 60 days past due More than 120 days past due Total
€ € € €
Gross carrying amount - 800 75,749 76,549
Loss provision - - - -
Net carrying amount - 800 75,749 76,549
There is no material difference between the net book value and the fair values
of trade and other receivables due to their short-term nature.
Other classes of financial assets included within trade and other receivables
do not contain impaired assets.
The Group is committed to underwrite any of the debts transferred and
therefore continues to recognise the debts sold within trade receivables until
the debtors repay or default. Since the trade receivables continue to be
recognised, the business model of the Group is not affected. The proceeds from
transferring the debts of are included in other financial liabilities until
the debts are collected or the Group makes good any losses incurred by the
service provider.
18. Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash equivalents comprise
the following balances with original maturity less than 90 days:
Group Company
As at As at As at As at
31 December
31 December
31 December
31 December
2022
2021
2022
2021
€
€
€
€
Cash at bank 1,404,073 40,548 960,237 4,454
19. Notes supporting statement of cash flows
Non-current loans and borrowings Current loans and borrowings Total
€
€
€
As at 1 January 2021 1,719,825 22,173 1,741,998
Repayment of loans - (22,180) (22,180)
Accrued interests on non-current loans 23,538 - 23,538
Loans and borrowings classified as non-current in previous period becoming (372,934) 372,934 -
current in this period
Foreign exchange rate differences 647 7 654
As at 31 December 2021 1,371,076 372,934 1,744,010
Repayment of loans - (93,686) (93,686)
Loans and borrowings classified as non-current in previous period becoming (157,114) 157,114 -
current in this period
Accrued interests on non-current loans 103,247 - 103,247
Loans and borrowings classified as current in previous period becoming - - -
non-current in this period
New long-term borrowings in the period 373,055 (279,248) 93,807
Foreign exchange rate differences 198 - 198
As at 31 December 2022 1,690,462 157,114 1,847,576
The Company does not have any long- or short-term loans or borrowings.
20. Trade and other payables
Group Company
As at As at As at As at
31 December
31 December
31 December
31 December
2022
2021
2022
2021
€
€
€
€
Trade payables 264,083 544,330 108,452 186,271
Other payables and accruals 410,600 615,932 29,317 36,328
Payables to Directors 40,802 142,302 40,802 142,302
Current portion of Growth Fund and Covid-19 loans 157,114 372,934 - -
Total financial liabilities, excluding 'non-current' loans and borrowings
classified as financial liabilities measured at amortised cost
1,675,498
872,599 178,571 364,901
Contract liabilities 1,205,531 951,606 - -
Total trade and other payables 2,078,130 2,627,104 178,571 364,901
Classified as follows:
Current Portion 2,078,130 2,627,104 178,571 364,901
There is no material difference between the net book value and the fair values
of current trade and other payables due to their short-term nature.
21. Borrowings
The carrying value and fair value of the Group's borrowings are as follows:
Group
Carrying and Fair value
Loans As at 31 December As at 31 December
2022
2021
€
€
Growth Fund and COVID-19 loans 1,847,576 1,744,010
Current portion of Growth Fund and COVID-19 loans
(157,114) (372,934)
Total non-current financial liabilities measured at amortised costs 1,690,462 1,371,076
The Growth Fund borrowing from the Danish public institution, Vækstfonden,
initially bore interest at a fixed annual rate of 12 per cent with a full
bullet repayment in June 2020. As announced in 2020 terms for the borrowing
was renewed during the year whereafter the interest rate was reduced to 7
percent p.a. and the loan to be repaid in quarterly instalments over the
period from 1 January, 2022 until 1 October, 2026. The loan agreement was
further amended in 2022 whereby interests payable until September 2022 were
further accrued to the loan principal hereafter the loan principal to be
repaid in quarterly instalments over the period from 1 October 2023 until 1
July 2027. In November 2022 the loan was transferred to Windar Denmark ApS.
A new Covid-19 loan was further obtained during 2020 from Vækstfonden which
carries an interest rate of CIBOR plus 5 percent p.a. and to be repaid in
quarterly instalments over the period from 1 October 2021 until 1 October
2026.
In 2020 relation with the changes to the existing Growth Fund borrowing and
the new offered loan, the lender now has security of the assets of Windar
Photonics A/S, subsidiary undertaking, to an amount of DKK12.6m. In relation
to the additional Covid-19 loan the following terms and conditions are in
place:
· There is an early exit fee set at a maximum DKK600k
· No dividends or corporate bond interest will be paid. Dividend
distributions from Windar Photonics A/S to Windar Photonics PLC has been
restricted until full repayment of the borrowing to the Growth Fund.
· No payment of inter-company debts from Windar Photonics A/S.
Windar Photonics PLC has entered into an agreement to resign from repayments
of any outstanding amounts owned by Windar Photonics A/S to Windar Photonics
PLC until full repayment of the borrowing to the Growth Fund.
· The loan is secured up to a value of DKK12.6M on certain assets
of Windar Photonics A/S, subsidiary undertaking.
Both loans are denominated in Danish Kroner.
The Company had no borrowings.
22. Share capital
Authorised € Authorised €
2022 2022 2021 2021
Shares at beginning of reporting period 54,595,524 675,664 54,595,524 675,664
Issue of share capital 13,765,920 159,107 - -
Shares at end of reporting period 68,361,444 834,771 54,595,524 675,664
Number of shares issued and fully paid € Number of shares issued and fully paid €
2022 2022 2021 2021
Shares at 1 January 2021 54,595,524 675,664 54,595,524 675,664
Issue of shares for cash 13,765,920 159,107 - -
Shares at 31 December 2022 68,361,444 834,771 54,595,524 675,664
At 31 December 2022 the share capital comprises 68,361,444 shares of 1 pence
each.
On 25 and 29 November 2022 the company issued 13,640,920 ordinary shares of 1
pence each for a cash consideration at £0.15 per share. On 30 December 2022
the company issued 125,000 ordinary shares of 1 pence each for cash
contribution at £0.20 per share.
Share options
Share options are granted to employees.
During the year a total of 10,833 share options lapsed, and no new share
options were granted during the year.
Share options issued in 2017, 2019 and 2021 are valued using the Black-Scholes
pricing model and no performance conditions are included in the fair value
calculations. The options were issued at a strike price of 100p in respect of
share options granted in 2017 and 2019 and a strike price of 40p for options
granted in 2021. All share options granted with a third vesting on each
anniversary for the first three years whereafter the options have a 10-year
life. The price of the share at the time of issue used equals the actual
market price of the share at issue. The risk-free rate was 1.15%. The expected
volatility is based on historical volatility of the AIM market over the last
two years and is estimated to be 40%.
The average share price during the year was 12.67 pence (2021: 21.14 pence).
At the year end the Company had the following options outstanding:
Number of options
At 31 December 2021 Granted Lapsed At 31 December 2022 Exercise price (£ pence) Exercise date
Options 1,032,500 - (10,833) 1,021,667 72.40 16/11/18 to 01/04/35
1,032,500 - (10,833) 1,021,667
The number of share options exercisable at 31 December 2022 are 803,287 (2021:
589,583).
The weighted average remaining contractual life for the share options
outstanding as at 31 December 2022 is 8.92 years (2021: 10.37 years).
23. Reserves
The following describes the nature and purpose of each reserve within equity
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess of nominal value.
Merger reserve - Group Represents the difference between the consideration paid for the acquisition
of Windar Photonics A/S by the Company and the net book value of the assets
and liabilities acquired.
Merger reserve - Company Represents the difference between the fair value and the nominal value of the
shares issued for the acquisition of Windar Photonics A/S.
Foreign currency reserve Gains and losses on the retranslating the net assets from the functional
currencies to the reporting currency of €.
Retained earnings All other net gains and losses and transactions with owners (e.g. dividends)
not recognised elsewhere.
24. Short term leases
The Company has no leasing commitments with maturity longer than 6 months.
25. Warranty provision
2022 2021
€ €
Provision at the beginning of reporting period 36,150 38,493
Provision charged to the profit and loss account 9,620 (2,358)
Utilised in year - -
Foreign exchange rate movements 4 15
45,774 36,150
The Group typically provides a two-year warranty period to customers on
products sold. Warranty expenses/(income) charged to the Statement of
Comprehensive Income amounted to €9,620 (2021: (€2,358)) corresponding to
a warranty cost percentage of Nil % (2021: Nil%) relative to the prior two
years revenue. However, due to the early business stage of the Group and the
uncertainty following this the Group has adopted a policy to accrue a 4%
provision based on the prior two years deliveries calculated with the cost of
goods sold at the end of the period.
26. Holiday allowance provision
2022 2021
€ €
Provision at the beginning of reporting period 131,877 129,879
Increase holiday allowance provision in year - -
Accrued interest 2,857 1,949
Foreign exchange rate movements - 49
134,734 131,877
27. Related Party Transactions
Jørgen Korsgaard Jensen and Johan Blach Petersen are directors and
shareholders of Wavetouch Denmark A/S (Wavetouch) and OPDI Technologies A/S
(OPDI). Wavetouch has during the year rented office space from Windar
Photonics A/S, the amount payable during the year to Windar was €32,261
(2021: €32,273). At the end of the year receivable amounts were outstanding
from Wavetouch €81,628 (2021: €(193,173)). At the end of the year there
were amounts outstanding to Jorgen Korsgaard Jensen €416 (2021: €77,280),
Johan Blach Petersen €6,850 (2021: € 65,022) and Søren Høffer €33,536
(2021: €33,536). During the year Jorgen Korsgaard Jensen issued a loan to
the company of €51,183 and subscribed new shares in the Company for an
amount of €115,600. During the year Johan Blach Petersen subscribed new
shares in the Company for an amount of €71,672. Further Pasinika Limited a
significant shareholder in the Company, received a fee from the Company of
€4,000.
Intercompany transactions
At 31 December 2022 there exist an intercompany loan between Windar Photonics
PLC and its directly or indirectly held subsidiaries Windar Denmark ApS and
Windar Photonics A/S.
Windar Photonics PLC has a receivable at €183,579 (2021: €88,373) and
interest added during 2022 amounts to €3,136 (2021: €11,054) with Windar
Photonics A/S and Windar Denmark ApS.
The interest rate for 2022 is Bank of England base rate + 2.5% p.a. (2021:
Base rate + 2.5% p.a.).
28. Controlling Parties
There is no ultimate controlling party of the Company.
29 Post balance sheet events and outstanding lawsuits
No material events have happened post balance sheet date and no outstanding
lawsuits are ongoing at the end of the year or post balance sheet date.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR UUUARORUNAURRecent news on Windar Photonics
See all newsREG - Windar Photonics PLC - Update on Expectations
AnnouncementREG - Windar Photonics PLC - Directorate Change
AnnouncementRCS - Windar Photonics PLC - Windar Photonics to Exhibit at CLEANPOWER 2025
AnnouncementREG - Windar Photonics PLC - Wind Sector Leaders Join New Advisory Board
AnnouncementREG - Windar Photonics PLC - Director/PDMR Shareholding
Announcement