TIDMLIB
RNS Number : 2441W
Libertine Holdings PLC
17 August 2022
17 August 2022
Libertine Holdings PLC
("Libertine" the "Company" or the "Group")
Full year results for the twelve months ended 31 March 2022
Libertine Holdings PLC (LSE AIM: LIB), a developer of clean,
highly efficient and fuel-flexible Linear Generator products, today
announces its maiden audited consolidated results for the twelve
months ended 31 March 2022 following Admission to AIM in December
2021.
Highlights
-- Delivered GBP2.9m of commercial and grant revenue in the
financial period (FY2020/21: GBP0.1m).
-- Framework agreement with General Electric Company ("GE")
signed in July 2021 for use of Libertine's proprietary technology
platform, with first phase of development ongoing.
-- Funds raised at IPO utilised to continue strengthening of
team with appointment of additional Engineering and Technology
development personnel.
-- GBP6.7m of cash reserves at period end.
Post period end
-- Performance validation prototype design and manufacture has
been completed ahead of combustion testing with MAHLE Powertrain
from Q3 of FY2022/23.
-- Awarded additional grant funding contract to support further
development with MAHLE Powertrain, including fuel system
adaptations to demonstrate clean combustion of Hydrogen and fuel
flexibility to use Compressed Natural Gas (CNG) in heavy duty
hybrid powertrains.
-- Award of London Stock Exchange's Green Economy Mark,
recognising our contribution to the transition to Net Zero and the
essential role of our technology in the decarbonisation of 'hard to
electrify' transport applications.
-- Recent developments since the year end include formation of
US subsidiary intelliGEN Inc. and announcement of strategic
partnership with Italian engine developer OFFICINA MOTO ITALIA.
Outlook
The Company continues to deliver on its commercial and grant
income contracts and invest in the development of its technology
platform. Libertine remains focused on securing long-term
relationships with Original Equipment Manufacturers (OEMs),
manufacturing partners and strategic development partners, and
supporting OEM development programmes via engineering services
ahead of licensing our technology for high volume manufacture.
Sam Cockerill, Chief Executive of Libertine, commented: "We are
pleased to have delivered both technical and commercial progress in
the period in line with our plans set out at IPO. Our fundraising
and listing on the London Stock Exchange's AIM market have enabled
us to continue to invest for growth and support the use of
Libertine's technology by our customers and strategic partners.
Having now completed our LGN120 prototype, Libertine is well
placed to demonstrate the substantial performance benefits of our
technology to an increasing number of prospective partners and
bring our Linear Generator technology to market. "
Full year results presentation
Sam Cockerill, Chief Executive Officer, and Gareth Hague, Chief
Financial Officer, will be hosting an Investor Meet Company
presentation at 11.30am (UK time) on 17 August 2022. Please sign up
via the following link
https://www.investormeetcompany.com/libertine-holdings-plc/register-investor
.
For more information, please visit www.libertine.co.uk or
contact:
Libertine Holdings PLC via Tavistock
Sam Cockerill, Chief Executive Officer
Gareth Hague, Chief Financial Officer
Panmure Gordon (NOMAD and Broker) +44 20 7886 2500
John Prior
Ailsa Macmaster
Hugh Rich (Corporate Broking)
Tavistock (Public Relations and Investor
Relations) +44 207 920 3150
Simon Hudson libertine@tavistock.co.uk
Rebecca Hislaire
Nick Elwes
Notes to editors
Founded in 2009, Libertine has developed a technology platform
solution for powertrain Original Equipment Manufacturers ("OEMs"),
enabling efficient and clean power generation from renewable fuels.
Libertine was admitted to trading on the AIM market of the London
Stock Exchange in December 2021. Libertine's linear electrical
machines, controls and developer tools together form a technology
platform (intelliGEN(TM)) which the Company provides to customers
for the development of clean, highly efficient and fuel-flexible
Linear Generator products. The platform is a result of over a
decade of development of Linear Generator technology with multiple
successful client-led programmes.
The potential market for Linear Generator products goes well
beyond the distributed power generation applications where Linear
Generators are already in commercial use today, complementing
intermittent renewable power with clean, on-demand power
generation. Linear Generators also have the potential to complement
battery electrification in hybrid powertrains as range extenders,
addressing the practical and economic barriers to rapid adoption of
clean electric propulsion using battery electric powertrain
technology alone. Linear Generator products using Libertine's
technology could work alongside battery electrification in a wide
range of hybrid systems including:
-- Heavy-duty hybrid powertrains of trucks, buses, tractors, construction and mining equipment;
-- Medium and light-duty hybrid powertrains of commercial
vehicles operating over longer distances;
-- A proportion of the passenger automotive market where vehicle
use and recharging constraints are a barrier to battery
electrification; and
-- A wide range of off-grid, portable power and distributed power generation applications.
Libertine receives engineering fees by providing its linear
e-machine hardware, controls and developer tools into OEM client
product development programmes, and seeks to license its technology
for volume production. Working with OEMs from an early stage in the
development cycle ensures Libertine's technology is effectively
integrated into OEM products, maximising the performance and
economic benefits provided by Libertine's platform technology.
Libertine has developed a portfolio of over 30 granted patents in
addition to a significant body of technical know-how developed
since the company's formation in 2009. The Company's senior
management team and board includes executives with decades of deep
technical experience in the automotive and energy industries.
Chief Executive's Statement
I am pleased to report on our strategic progress and business
performance since our successful IPO in December 2021. Our
fundraising and listing on the London Stock Exchange's AIM market
have enabled us to continue to invest for growth and support the
adoption and use of Libertine's technology by our OEM customers and
strategic development partners.
Our mission is to bring forward the widespread use of Linear
Generators in transport and distributed power applications.
Business Overview
Manufacturers of heavy-duty commercial vehicles have pledged to
go "fossil free" by 2040 through a combination of powertrain
technologies that include battery electrification, green hydrogen,
renewable biofuels and synthetic low carbon "e-fuels". Achieving
this will require the rapid deployment of fossil fuel-free capable
trucks by 2030; however, this can only happen if there is large
demand from transport operators based on the use case economics for
such trucks.
Battery electrification is not a universal solution to the
problem of decarbonising transport. A number of significant
economic barriers prevent trucks powered solely by battery electric
powertrain technology from achieving decarbonisation of the heavy
goods transport industry, including:
-- reduced payload, due to the size and weight of batteries
required;
-- unproductive miles and hours, to charge the batteries;
-- few charging points, creating uncertainty for truck operators
and the need for off-route miles; and
-- higher vehicle costs, predominantly due to the battery
costs.
Libertine has developed a Linear Generator technology platform
which has the potential to complement battery electrification
within hybrid powertrains, addressing a number of the significant
economic barriers set out above. Linear Generators are already in
commercial use in distributed power generation applications today,
displacing diesel generators due to their favourable operating
economics compared to conventional internal combustion engine
generators. Libertine's technology will help meet the global need
for clean, reliable and affordable transport and electrical power
wherever it is needed, transforming the lives of millions of
people.
Strategic Priorities
Libertine's proposed technology licensing model supports
stage-gated development by OEM partners seeking to address key
performance, technical, economic and route-to-market risks and to
develop their own proprietary combustion systems and product
integration IP. In the near term, in addition to grants, Libertine
expects to continue to generate a high proportion of its revenue in
engineering fees for developing and providing linear e-machine
hardware, controls and developer tools to power generator OEM
customers.
Over time, as client development programmes result in the launch
of commercial Linear Generator products, Libertine expects to
increase the proportion of revenue generated from advance licence
fees and from royalties charged per unit on every Linear Generator
product or system that uses Libertine's technology.
During the year, Libertine has developed and hardened its
technology platform and completed the design and manufacture of a
performance validation prototype Linear Generator, "LGN120".
Pre-acceptance testing of this system is currently on-going ahead
of combustion testing at MAHLE Powertrain.
Additional grant funding has been awarded since the year end to
support further development of LGN120, including fuel system
adaptations to demonstrate a key differentiator of Linear Generator
technology: fuel flexibility. Planned modifications to LGN120 will
allow it to run on blends of hydrogen and CNG, and this fuel
flexibility has the potential to accelerate the global adoption of
such powertrains in advance of the widespread deployment of
hydrogen refuelling infrastructure.
In July 2021, General Electric Company ("GE") and Libertine
entered into a framework agreement to support GE's use of
Libertine's proprietary technology platform. The first phase of
engineering development with GE began in FY2021/22 and has
continued since the year end. In addition, Libertine has delivered
engineering services to a number of other customers across Europe
and the USA. These commercial contracts provide the business with
confidence in its revenue model and the effective integration of
Libertine's platform technology into OEM product development
programmes.
Market Overview
The addressable market for Linear Generators is significant,
including over twelve million heavy duty and light duty commercial
vehicles, and more than one million distributed power generator
sets for energy storage, off-grid and waste-to-energy applications.
Libertine's technology platform is scalable across multiple market
segments, covering applications from 5-150 kilowatts of electrical
power.
During the year, grant funded work with MAHLE Powertrain has
focused on the design and manufacture of the LGN120 performance
validation prototype for heavy duty powertrain applications. Other
engineering services contracts utilising the same underlying
technology have also been delivered, across multiple application
sectors, including energy storage and hydrogen compression.
Financial Performance
During the year the Group delivered GBP2.9m of commercial
revenue and grant income, a significant increase on the GBP0.1m
delivered in the prior year. The business has continued to deliver
operational milestones across a number of revenue and grant
contracts and is gaining commercial traction and increased interest
from OEMs.
Grant income of GBP2.1m in FY2021/22 was in relation to
development of the LGN120 performance validation prototype for
heavy duty powertrains. The design and manufacture on this project
was completed in the year and pre-acceptance testing is on-going,
ahead of combustion testing at MAHLE Powertrain from FY2022/23
Q3.
Commercial revenues of GBP0.8m were delivered across a number of
engineering services contracts, including the on-going work with
GE. As of 31 March 2022, the Group had cash reserves of
GBP6.7m.
Outlook
The Company continues to deliver on its commercial and grant
income contracts and invest in the development of its technology
platform.
Following the FY2021/22 financial year end we have successfully
completed the manufacture of our LGN120 performance validation
prototype, having worked through the significant global supply
chain challenges that have impacted our business throughout
FY2021/22. In particular, the limited availability and extended
lead times for microcontrollers, power electronics, magnets and
other key component hardware have impacted the procurement and
assembly of the LGN120 prototype and our other related
projects.
Despite these challenges faced by Libertine, the global
challenges of climate change and energy security in 2022 are
greater than ever. The world needs clean power from renewable fuels
to complement battery electrification in hybrid vehicles; to
balance intermittent renewables on the grid; and to provide
resilient, distributed power generation solutions to support
conventional utility scale power generation.
Libertine remains focused on developing long-term relationships
with Original Equipment Manufacturers (OEMs), manufacturing
partners and strategic development partners, and supporting OEM
development programmes via engineering services ahead of licensing
our technology for high volume manufacture.
Having now completed our LGN120 prototype, Libertine is well
placed to demonstrate the substantial performance benefits of our
technology to an increasing number of prospective partners, and
bring our Linear Generator technology to market.
Financial Review
FY2021/22 was a successful year for Libertine, with strong
commercial traction converted into the delivery of income
milestones, and the completion of a transformational IPO in
December 2021. The funds raised at IPO will allow the business to
invest in its core technical development and people, to create a
sustainable business model and realise strong growth prospects.
We remain committed to delivering on our current customer
programmes and supporting the integration of our technology
platform into the products of our customers.
Financial Performance
FY2021/22 FY2020/21
GBPm GBPm
--------------------- ---------- ----------
Commercial revenue 0.8 0.0
Grant income 2.1 0.1
---------- ----------
Total income 2.9 0.1
Cost of sales (2.5) (0.0)
Admin expenses (1.3) (0.8)
Adjusted EBITDA (0.9) (0.7)
Exceptional items (1.0) -
Net interest charge (1.4) (0.1)
---------- ----------
Loss before tax (3.3) (0.8)
Taxation 0.1 0.1
---------- ----------
Loss after tax (3.2) (0.7)
---------- ----------
Revenues and Grant Income
Commercial revenues in the year were generated from engineering
services on a number of customer programmes. The majority of the
commercial revenue came from the engineering development with GE,
on the first phase of our joint development agreement. This
programme is continuing into FY2022/23.
Grant income in the period related to a twelve-month programme
commencing in March 2021 for the development of the LGN120
prototype for heavy duty powertrains using renewable bioethanol.
The design and manufacture of the system to work with MAHLE
Powertrain's internal combustion engine has been completed and is
now ready for pre-acceptance testing to commence in FY2022/23. In
Q1 FY2022/23, the Group was awarded additional grant funding of
GBP0.4m to support further development with MAHLE Powertrain,
including fuel system adaptations to demonstrate hydrogen and
compressed natural gas ("CNG") fuel flexibility. This grant income
is expected to be delivered in FY2022/23.
Operating Expenses
Administrative expenses increased in the period, as a result of
further investment into the technology and engineering teams, as
well as incremental costs as a result of the IPO, such as
professional fees and insurance costs. As planned, post-IPO we have
continued to invest in our engineering and technology teams to
support customer programmes and the technology roadmap.
Share option charges related to the Enterprise Management
Incentive share schemes in issue prior to the IPO. Cash expenses
incurred in relation to the IPO and share issue amounted to
GBP1.5m. GBP0.7m of these expenses related to the share issue and
have been recorded against the share premium account. The net
amount of GBP0.8m has been recorded as an operating exceptional
item and excluded from management's underlying non-GAAP performance
measures (as defined in note 7).
Exceptional costs of GBP1.0m also included GBP0.2m of share
option charges, as a result of the acceleration of the vesting upon
the IPO.
Adjusted EBITDA
The Adjusted EBITDA loss of GBP0.9m (FY2020/21 unaudited:
GBP0.7m) increased on the prior year as higher gross margin
contributions from greater revenues (including grant income) were
offset by further investment in core technical development and
engineering capacity. Adjusted EBITDA is calculated after adding
back operating costs of an exceptional nature, which are not
considered to form part of the underlying performance. The
reconciliation of adjusted EBITDA to loss from operations for the
financial year is shown in note 7.
Finance Income and Expense
Net interest charges of GBP1.4m (FY2020/21 unaudited: GBP0.1m)
predominantly related to the movement in the fair value of the
convertible loan note up to its conversion at the IPO. No similar
charges are expected to be incurred post-IPO.
Taxation
The tax credit for the current and prior year relates to
research and development tax credits. No corporation tax charge has
been incurred in the year as a result of the losses before
taxation. The Group has GBP3.4m of unutilised tax losses as at 31
March 2022.
Cash
The Group end of year cash balance for FY2021/22 was GBP6.7m
(FY2020/21 unaudited: GBP0.3m). The Group raised GBP9.0m, before
GBP1.5m of share issue and Listing costs.
Accounting policies
The consolidated financial information has been prepared
consistently in accordance with UK-adopted International Accounting
Standards.
Going Concern
The Directors have undertaken a comprehensive assessment to
consider the Group and the Company's ability to trade as a going
concern for a period of twelve months from the date of approving
the financial statements.
The Directors have robustly tested the going concern assumption
in preparing these financial statements, taking into account the
Group's liquidity position as at 31 March 2022 and a number of
severe but plausible downside scenarios, which collectively would
be considered remote, and remain satisfied that the going concern
basis of preparation in the financial statements is
appropriate.
On the basis of the Group's current financial position and
forecast cash flows, the Directors consider and have concluded that
the Group and Company will have adequate resources to continue in
operational existence for at least the next twelve months from the
date of approving the financial statements. Accordingly, they
continue to adopt a going concern basis in the preparation of the
financial statements.
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2022
Year ended Year ended
31 March 2022 31 March 2021
GBP'000 GBP'000
Note Audited Unaudited
Revenue 4 824 32
Cost of sales (664) (12)
Gross profit 160 20
Other operating income 5 2,041 112
Administrative expenses (4,100) (851)
Loss from operations (1,899) (719)
Finance income 8 6 -
Finance expense 8 (1,412) (98)
Loss before taxation (3,305) (817)
Taxation 9 83 111
Loss for the year and total comprehensive
loss for the year attributable to the
owners of the company (3,222) (706)
-------------- --------------
Basic and diluted earnings per share
(pence) 10 (3.3p) (0.9p)
The above results were derived from continuing operations.
There are no items of comprehensive income other than the loss
for the period and therefore, no statement of other comprehensive
income is presented.
The accompanying notes form part of the financial
statements.
Consolidated Statement of Financial Position
as at 31 March 2022
As at 31 As at 31
March 2022 March 2021
GBP'000 GBP'000
Note Audited Unaudited
ASSETS
Non-current assets
Property, plant and equipment 54 10
Right-of-use assets 19 51
73 61
----------- -----------
Current assets
Inventory 107 -
Trade and other receivables 11 1,192 797
Corporation tax receivable 128 111
Cash and cash equivalents 6,697 280
8,124 1,188
----------- -----------
Total assets 8,197 1,249
----------- -----------
EQUITY AND LIABILITIES
Capital and reserves
Issued capital 14 139 -
Share premium account 15 10,414 -
Merger reserve 3,401 3,483
Share option reserve 351 80
Accumulated losses (7,156) (3,934)
----------- -----------
Total equity 7,149 (371)
----------- -----------
LIABILITIES
Non-current liabilities
Borrowings 13 - 694
Lease liability, non-current - 10
----------- -----------
- 704
----------- -----------
Current liabilities
Trade and other payables 12 886 239
Contract liability 150 640
Lease liability, current 12 37
----------- -----------
1,048 916
----------- -----------
Total liabilities 1,048 1,620
----------- -----------
Total Equity and Liabilities 8,197 1,249
----------- -----------
The accompanying notes form part of the financial
statements.
Consolidated Statement of Changes in Equity
for the year ended 31 March 2022
Share Share
Issued premium Merger option Accumulated
capital account reserve reserve losses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1
April 2020 - - 3,483 17 (3,228) 272
Total comprehensive
loss for the year - - - - (706) (706)
Share option charge - - 63 - 63
As at 31 March
2021 (Unaudited) - - 3,483 80 (3,934) (371)
-------- -------- -------- -------- ----------- -------
Total comprehensive
loss for the year - - - - (3,222) (3,222)
Share for share
exchange 82 - (82) - - -
Issue of shares 57 11,094 - - - 11,151
Share issue costs - (680) - - - (680)
Share option charge - - - 271 - 271
As at 31 March
2022 139 10,414 3,401 351 (7,156) 7,149
-------- -------- -------- -------- ----------- -------
Issued capital and share premium account reflect the shares
issued by the Company to date.
The merger reserve represents a reserve arising on
consolidation, as a result of accounting for the share for share
exchange in December 2021.
Share option reserve relates to the cumulative charges for share
options.
Accumulated losses reflect the cumulative comprehensive losses
of the Company.
Statement of Cash Flows
for the year ended 31 March 2022
Year ended Year ended
31 March 2022 31 March 2021
Audited Unaudited
GBP'000 GBP'000
Cash flows from operating activities
Loss after tax for the year (3,222) (706)
Adjustments for:
Taxation (83) (111)
Depreciation of property, plant & equipment 9 11
Depreciation of right-of-use asset 32 32
Share option charge / (credit) 271 63
Finance expense 1,412 98
Finance income (6) -
Equity settled transactions or services 30 -
Tax credits received 111 148
Changes in working capital:
Increase in inventories (107) -
Increase in trade and other receivables (395) (633)
Increase in trade and other payables 114 775
-------------- --------------
Net cash used in operating activities (1,834) (323)
-------------- --------------
Cash flows from investing activities
Purchase of property, plant and equipment (53) (2)
Finance income received 6 -
Net cash used in investing activities (47) (2)
-------------- --------------
Cash flows from financing activities
Proceeds from borrowings - 600
Payment of lease liabilities (37) (37)
Share issue (net of issue costs) 8,335 -
Net cash generated from financing
activities 8,298 563
-------------- --------------
Net increase in cash and cash equivalents 6,417 238
Cash and cash equivalents at the beginning
of the year 280 42
--------------
Cash and cash equivalents at the end
of the year 6,697 280
-------------- --------------
Notes
1. General information and basis of preparation
Libertine Holdings PLC ("Libertine" or the "Company") is a
company incorporated and domiciled in the United Kingdom
(registered number 13724783). The Company was incorporated on 5
November 2021 in the United Kingdom and is a public company limited
by shares registered in England and Wales. The address of the
Company's registered office is 1 Coborn Avenue, Tinsley, Sheffield,
S9 1DA.
The principal activity of the Company is that of investment
holding. The principal activity of the Group is the development of
linear electrical machines.
On 7 December 2021, the Company entered into agreements with all
of the shareholders of Libertine FPE Limited for a share for share
exchange regarding the Ordinary Shares in Libertine Holdings PLC
and Ordinary Shares in Libertine FPE Limited. As a result of this
transaction, the ultimate shareholders in the Company received
shares in Libertine Holdings PLC in direct proportion to their
original shareholding in Libertine FPE Limited.
The transaction was accounted for as a capital reorganisation
rather than a reverse acquisition since it did not meet the
definition of a business combination under IFRS 3. In a capital
reorganisation, the consolidated financial statements of the Group
reflect the predecessor carrying amounts of Libertine FPE Limited
with comparative information of Libertine FPE Limited presented for
all periods since no substantive economic changes have occurred.
The comparative information is unaudited.
The consolidated financial statements have been prepared in
accordance with UK adopted International accounting standards and
UK Companies Act 2006.
The financial information for the year ended 31 March 2022 and
the year ended 31 March 2021 does not constitute the Group's
statutory accounts for those periods. The statutory accounts for
the period ended 31 March 2022 will be delivered to the Registrar
of Companies following the Group's Annual General Meeting.
The auditors' report on the accounts for the year ended 31 March
2022 was unqualified, did not draw attention to any matters by way
of emphasis, and did not contain a statement under 498(2) or 498(3)
of the Companies Act 2006.
2. Going Concern
The consolidated financial statements have been prepared on a
going concern basis.
The Board has concluded that it is appropriate to adopt the
going concern basis, having undertaken a rigorous review of
financial forecasts and available resources, including funds raised
through the listing process, with additional consideration given to
the uncertain impacts resulting from the COVID-19 pandemic,
including short-term disruption and potential longer-term
changes.
The Directors have prepared cash flow forecasts for the Group
covering at least the twelve-month period from the date of
approving the consolidated financial statements, which indicate
that, taking account of severe but plausible downside scenarios,
the Group and the Company will have sufficient funds to meet its
liabilities as they fall due for that period.
On the basis of the forecast cash flows, taking into account the
funds raised through the listing process, the Directors consider
and have concluded that the Group will have adequate resources to
continue in operational existence for at least twelve months from
the date of approving the consolidated financial statements. For
these reasons they have prepared the consolidated financial
statements on a going concern basis.
3. Accounting policies
The principal accounting policies adopted in preparation of the
consolidated financial statements of the Group have been applied
consistently to all period presented.
4. Revenue
Revenue arises from:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
North America 798 1
EMEA 26 31
824 32
---------- -----------
In the year ended 31 March 2022, one customer generated more
than 10% of total revenue (31 March 2021: one).
Revenue by category:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Engineering Services 824 32
824 32
---------- -----------
The table below shows how much revenue recognised in the current
year relates to carried forward contract liabilities and
unsatisfied performance obligations resulting from the long-term
contract with customers:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Grant income recognised that was included
in the contract liability balance at the 640 -
beginning of the year
Aggregated amount of transaction price
allocated to unsatisfied performance obligation
during in the year 150 640
---------- -----------
5. Other Operating Income
Other operating income by category:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Grant income 2,041 98
Coronavirus Job Retention Scheme
Income - 14
2,041 112
---------- -----------
Government Grants
Grant income relates to government grant schemes aimed at
supporting industrial research and development to bring new
products and technologies to market and support the long-term
sustainable growth of businesses. The Group enters into grant
schemes to provide funding towards the further development of its
technology platform.
6. Operating segments
IFRS 8 requires that operating segments be identified on the
basis of internal reporting and decision-making. The Company is
operated as one business by its executive team, with key decisions
being taken by the same leaders irrespective of the geography where
work for clients is carried out. Management therefore consider that
the Company has one operating segment. As such, no additional
disclosure has been presented under IFRS 8.
7. Reconciliation of GAAP to non-GAAP measures
The Group uses a number of 'non-GAAP' figures as comparable key
performance measures, as they exclude the impact of items that are
non-cash items and also items that are not considered part of
ongoing underlying trade. The Group's 'non-GAAP' measures are not
defined performance measures in IFRS. The Group's definition of the
reporting measures may not be comparable with similar titled
performance measures in other entities.
Adjusted earnings before interest, tax, depreciation and
amortisation ("EBITDA") is calculated as follows:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Loss from operations (1,899) (719)
Add back:
Depreciation of property, plant
and equipment 9 11
Deprecation of lease asset 32 32
---------- -----------
EBITDA (1,858) (676)
---------- -----------
Add back:
Operating costs of exceptional 984 -
nature
Adjusted EBITDA (874) (676)
---------- -----------
Operating costs of an exceptional nature have been excluded as
they are not considered part of the underlying trade. Operating
costs of an exceptional nature include professional fees of
GBP753,000 in connection with the IPO and share-based payment
charges of GBP231,000 on acceleration of the schemes as a result of
them vesting at the IPO date.
Adjusted operating loss is calculated as follows:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Loss from operations (1,899) (719)
Add back:
Operating costs of exceptional nature 984 -
Adjusted loss from operations (915) (719)
---------- -----------
Adjusted loss after tax is calculated as follows:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Loss after tax (3,222) (706)
Add back:
Operating costs of exceptional nature 984 -
Movement in fair value of convertible
loan note (note 8) 1,410 94
Adjusted loss after tax (828) (612)
---------- -----------
Free cash flow conversion is calculated as follows:
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Adjusted loss from operations (915) (719)
Adjusted for:
Depreciation of property, plant
and equipment 9 11
Deprecation of lease asset 32 32
Share option charges 40 63
Net working capital change (390) 142
Purchase of PPE (53) (2)
---------- -----------
Underlying cash flow from operations (1,277) (473)
Underlying operating cash flow
conversion 140% 66%
Net interest paid 6 -
Income tax received 111 148
Payment of lease liabilities (37) (37)
Free cash flow (1,197) (362)
---------- -----------
Adjusted EBITDA (874) (676)
Free Cash Flow Conversion 137% 53%
---------- -----------
8. Finance income and expense
Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Interest receivable 6 -
Interest payable:
Movement in fair value of convertible
loan note (1,410) (94)
Interest on lease liability (2) (4)
(1,412) (98)
---------- -----------
9. Income tax
Income taxes recognised in profit or loss Year to Year to
31 March 31 March
2022 2021
GBP'000 GBP'000
Audited Unaudited
Current tax
UK tax credit for the year 83 111
Deferred tax - -
---------- -----------
Total income tax credit recognised 83 111
---------- -----------
Loss on ordinary activities before tax (3,305) (817)
Loss on ordinary activities multiplied
by normal rate of tax (19%) 628 155
Effects of:
Non-deductible expenses (413) (20)
R&D tax credit 83 111
Share based payments 51 12
Deferred tax asset not recognised (266) (147)
---------- -----------
Tax credit for the year 83 111
---------- -----------
The Group was not liable for corporation tax during the past two
years due to taxable losses being sustained in each of the years
reported.
The Group has not recognised the deferred tax assets as the
business is developing its products. When there is clear visibility
of profits, the Group will recognise the deferred tax assets to the
extent that sufficient taxable income will be available.
Accumulated tax losses carried forward were GBP3.4m (31 March 2021
unaudited: GBP2.6m).
On 3 March 2021, the 2021 UK Budget announced an increase to the
corporation tax rate from 19% to 25% effective from April 2023.
This was substantively enacted on 24 May 2021.
10. Earnings per share
Year to Year to
31 March 31 March
2022 2021
Audited Unaudited
Basic earnings per share
Loss attributable to equity shareholders
of the parent (GBP'000) (3,222) (706)
Weighted average number of shares in issue 97,417,339 82,411,310
Basic loss per share (pence) (3.3p) (0.9p)
----------- -----------
Basic loss per share is based on the weighted average number of
ordinary shares in issue during the period. Diluted loss per share
would assume conversion of all potentially dilutive ordinary shares
arising from the share schemes detailed in note 14. Due to the
losses in both periods there are no potentially dilutive ordinary
shares, and therefore there is no difference between the basic and
diluted loss per share.
The consolidated financial information represents the historical
information prior to a group reorganisation on 23 December 2021
whereby the Company became the parent company of the enlarged
group. It is of limited significance to calculate earnings per
share on the historical equity of the companies forming the Group
prior to the reorganisation.
The weighted average number of shares uses the number of shares
in issue on admission to AIM on 23 December 2021. This has been
applied retrospectively to the number of shares in issue at 31
March 2021 and the metric has been restated to ensure that the
adjusted earnings per share figures are comparable over the two
periods.
Adjusted earnings per share
The calculation of adjusted earnings per share is based on the
adjusted loss after tax, as presented in note 7. Adjusted earnings
per share figures are given to exclude the effects of exceptional
items and pre-reorganisation finance costs, all net of taxation,
and are considered to show the underlying performance of the
Group.
The weighted average number of shares uses the number of shares
in issue post admission on 23 December 2021.
Year to Year to
31 March 31 March
2022 2021
Audited Unaudited
Adjusted earnings per share
Adjusted loss after tax (note 7) (GBP'000) (828) (612)
Weighted average number of shares in issue 97,417,339 82,411,310
Basic loss per share (pence) (0.8p) (0.7p)
----------- -----------
11. Trade and other receivables
As at 31 As at 31
March 2022 March 2021
GBP'000 GBP'000
Audited Unaudited
Current
Trade receivables - gross 637 10
Provision for impairment of trade - -
receivables
------------ ------------
637 10
Other Debtors 32 768
VAT Debtor 205 -
Prepayments 318 19
------------ ------------
1,192 797
------------ ------------
The Group had no past due trade receivables as at 31 March 2022
(31 March 2021 unaudited: GBPnil).
Trade receivables are non-interest bearing and receivable under
normal commercial terms. The Directors consider that the carrying
amount of trade and other receivables approximates to their fair
value and that no impairment is required at the reporting dates.
Trade and other receivables represent financial assets and are
assessed for impairment on an expected credit loss model.
Therefore, there is no expected credit loss provision for
impairment at 31 March 2022 (31 March 2021 unaudited: GBPnil).
The impairment loss recognised in the income statement for the
period in respect of expected credit losses was GBPnil (2021
unaudited: GBPnil).
12. Trade and other payables
As at 31 As at 31
March 2022 March 2021
GBP'000 GBP'000
Audited Unaudited
Trade payables 426 27
Tax and social security payable 30 132
Other payables - 52
Accruals 430 28
886 239
------------ ------------
The fair values of the Company's trade and other payables are
considered to equate to their carrying amounts.
13. Borrowings
As at 31 As at 31
March 2022 March 2021
GBP'000 GBP'000
Audited Unaudited
Current - -
Non-current - 694
- 694
--------------------------- ------------
Movement in net borrowings:
As at 31 As at 31
March 2022 March 2021
GBP'000 GBP'000
Audited Unaudited
Borrowings at 1 April 694 -
Convertible loan notes issued - 600
Movement in fair value of convertible
loan note 1,410 94
Conversion of loan notes (2,104) -
- 694
------------ ------------
In July 2020 the Group issued GBP600,000 convertible loan notes
to four investors with a nominal value of GBP600,000. The loan
notes have a term until July 2023 and a coupon rate of 8%. The loan
notes automatically convert to shares in the Company upon a
Listing. Had conversion not occurred, the loan notes were repayable
in full in July 2023. The loan notes were treated as non-current
borrowings to match the financial instrument.
On 23 December 2021, the Company issued 10,523,630 Ordinary
Shares in Libertine Holdings PLC in settlement of the convertible
loan note.
14. Share Capital
Ordinary Shares
(GBP0.001)
Number GBP
At 1 April 2020 - -
Issued - -
------------ --------
At 31 March 2021 - -
Share for share exchange 82,411,310 82,411
Issued 56,407,700 56,408
------------ --------
At 31 March 2022 138,819,010 138,819
------------ --------
On 7 December 2021, the Group underwent a reorganisation in
which Libertine Holdings PLC became the ultimate parent undertaking
of the Group. The reorganisation was performed via a share for
share exchange, whereby each previous Ordinary Share in Libertine
FPE Limited was exchanged for an Ordinary Share in Libertine
Holdings PLC.
On 16 December 2021, the Company issued 154,070 Ordinary Shares
in Libertine Holdings PLC for an equity settled transaction valued
at GBP30,000.
On 23 December 2021, the Company issued 10,523,630 Ordinary
Shares in Libertine Holdings PLC in settlement of the convertible
loan note. On the same day the Company issued 45,000,000 Ordinary
Shares in Libertine Holdings PLC for GBP0.20 per share as part of
its admission to AIM.
On 4 March 2022, the Company issued 730,000 Ordinary Shares in
Libertine Holdings PLC for GBP0.02 per share to settle share
options.
15. Share Premium Account
GBP'000
At 1 April 2020 -
Issued -
--------
At 31 March 2021 (Unaudited) -
Issued 11,094
Share issue costs (680)
--------
At 31 March 2022 10,414
--------
Share premium is the amount subscribed for share capital in
excess of nominal value.
Details of the share transactions are included in note 14. The
Company incurred GBP680,000 of professional fees in connection with
its share issue.
16. Share based payments
Since 2017, before the incorporation of Libertine Holdings PLC,
options have been granted by Libertine FPE Limited to directors,
employees and suppliers to purchase Ordinary Shares. The Company
has issued both EMI and Unapproved share options. The options vest
over a period of up to ten years from grant date and are
exercisable in the event of a listing.
The EMI scheme is open to all qualifying employees who are an
employee within the Group working 25 hours per week, or if less,
75% of their working time. The Group has also issued unapproved
options for employees, Directors and suppliers who do not meet the
EMI criteria.
The options have varying vesting periods, with shares vesting at
the point of the IPO listing. The listing is a necessary condition
for exercise.
Details of the option plans are as follows:
As at 31 As at 31
March 2022 March 2021
Audited Unaudited
GBP'000 GBP'000
Outstanding at beginning of year 482,812 352,812
Granted 536,000 130,000
Forfeited (255,000) -
------------ ------------
763,812 482,812
December 2021 share reorganisation 6,874,308 -
------------ ------------
7,638,120 482,812
Exercised (730,000) -
Outstanding at end of year 6,908,120 482,812
------------ ------------
All options had an exercise price of GBP0.20 when issued. In
December 2021, all outstanding options in Libertine FPE Limited
were replaced by options in Libertine Holdings PLC as part of the
group reorganisation ahead of the IPO. In advance of the share for
share exchange and to ensure parity of the share options with
Ordinary Shares in issue, the number of options in issue were
increased by a factor of ten, with the exercise price reducing to
GBP0.02 per share.
All other option terms remained the same, and as such there was
no difference in fair value at the options replacement date.
The weighted average exercise price on outstanding options at 31
March 2022 is GBP0.02.
The expected volatility is based on the historical volatility
(based on the share price) of comparator companies with publicly
available share prices. The risk-free interest rate is based on the
average return on ten year UK gilts. Assumed retention of the
options was 100%.
The fair value of each option granted was estimated on the grant
date using the Black-Scholes option-pricing model with the
following assumptions:
EMI Scheme Unapproved
Scheme
Fair values at grant dates (per share) GBP0.28 GBP0.28
- GBP0.55 - GBP0.46
Share price at grant dates GBP0.47 GBP0.47
- GBP0.64 - GBP0.64
Exercise price GBP0.02 GBP0.02
Expected volatility 70% 70%
Option life (expected weighted average 1 - 10 years 0 - 2.8
life) years
Expected dividend 0% 0%
Risk-free interest rate (based on government
bonds) 1.12% 1.12%
------------- -----------
The total share option charge in the period was GBP271,000
(FY2020/21 unaudited: GBP63,000). GBP231,000 of the charge in the
period was on acceleration of options on vesting, as a result of
the IPO. This charge has been accounted for as an operating cost of
an exceptional nature.
17. Events after the balance sheet date
No matters have arisen since the balance sheet date.
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END
FR BKABBDBKBAFD
(END) Dow Jones Newswires
August 17, 2022 02:00 ET (06:00 GMT)
Libertine (LSE:LIB)
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