TIDMLIB
RNS Number : 9128N
Libertine Holdings PLC
28 September 2023
28 September 2023
Libertine Holdings PLC
("Libertine" the "Company" or the "Group")
Full year results for the twelve months ended 31 March 2023
Libertine Holdings PLC (LSE AIM: LIB), a developer of Linear
Generator technology, today announces its audited consolidated
results for the twelve months ended 31 March 2023.
Highlights
-- Delivered GBP0.9m (FY22: GBP0.8m) of commercial revenues in
the financial period, predominantly with Hyliion Holdings Corp.
(NYSE: HYLN, "Hyliion").
-- Completion of work with Hyliion for the integration of
Libertine's HEXAGEN (TM) hermetic linear generator technology into
their first prototype KARNO (TM) Hypertruck commercial vehicle
demonstrator, exhibited at the ACT Expo in Anaheim CA in May
2023.
-- Completion of the design, manufacture and testing of
Libertine's intelliGEN(TM) performance validation prototype linear
generator for heavy-duty powertrain applications.
-- Libertine has pre-funded the build of a small number of
additional intelliGEN(TM) prototype linear generators which are
intended to support OEM development programmes once the second
phase of combustion performance validation is complete.
-- Memorandum of Understanding (MOU) entered into with Ashok
Leyland to evaluate the use of Libertine's intelliGEN(TM)
technology platform and prototype linear generators for its
commercial vehicle powertrain development and demonstration.
-- Generated OEM commercial interest in our intelliGEN(TM) and
HEXAGEN(TM) technology platforms for the decarbonisation of
heavy-duty powertrain and distributed power generation applications
across several geographic regions.
-- GBP2.5m of cash reserves at period end.
Outlook
As of 31 August 2023, the Group had cash reserves of GBP1.2m, in
addition to outstanding debtors of GBP0.2m and inventories of
GBP0.6m. These cash reserves provide the Group, absent any
additional revenues, with the funds required to maintain current
operations through to May 2024.
The Company remains committed to developing its intelliGEN(TM)
and HEXAGEN(TM) technology platforms which the Company provides to
its OEM customers for their development of Linear Generator and
Linear Motor products.
The Company is presently engaged in commercial and technical
dialogue under NDA with prospective OEM customers across a number
of different applications and geographic regions.
Sam Cockerill, Chief Executive of Libertine, commented:
"We are pleased to have both intelliGEN (TM) and HEXAGEN (TM)
platform hardware generating positive test results through dyno
testing on programmes in the US and UK. The time taken and costs
incurred to reach this stage have been greater than anticipated,
and the expected timing of the planned second phase of intelliGEN
(TM) combustion testing has been impacted by changes to test cell
infrastructure necessary for operation at higher power levels and
for longer durations. We are taking advantage of this downtime to
implement a number of performance and durability enhancements that
are intended to satisfy stage-gate performance requirements for
entry into OEM new product development programmes expected to
commence in 2024.
"Commercial interest in our intelliGEN (TM) technology for the
decarbonisation of heavy-duty vehicles and distributed power
generation continues to remain robust and we are making good
progress with a number of OEM and end product customers who we
anticipate will support the further development of the
technology."
Full year results presentation
Sam Cockerill, Chief Executive Officer, and Gareth Hague, Chief
Financial Officer, will be hosting an Investor Meet Company
presentation at 2pm (UK time) on 28 September 2023. 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
Dougie McLeod
Hugh Rich (Corporate Broking)
Tavistock (Public Relations and Investor
Relations) +44 207 920 3150
Rebecca Hislaire libertine@tavistock.co.uk
Charles Baister
Notes to editors
Founded in 2009, Libertine provides technology platform
solutions for Original Equipment Manufacturers ("OEMs"), enabling
efficient and clean power generation from renewable fuels, and more
effective energy storage devices and gas compressor systems.
Libertine was admitted to trading on the AIM market of the London
Stock Exchange in December 2021.
Libertine has created two technology platforms, each using the
same core technology elements, which the Company provides to its
OEM customers for their development of Linear Generator and Linear
Motor products:
- The intelliGEN(TM) platform enables the creation of clean,
highly efficient and fuel-flexible Linear Generator products
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.
- The HEXAGEN(TM) platform enables more effective energy
storage, thermal power generation, waste heat recovery and gas
compression products including:
-- Stirling Engine power generators and thermal energy storage systems;
-- Linear motor reciprocating compressor (LMRC) systems for hydrogen refuelling stations; and
-- Organic Rankine Cycle waste heat recovery systems.
These two platforms are a result of over a decade of development
and performance validation of Libertine's proprietary core
technology elements including its linear electrical machines,
controls and developer tools.
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, providing on-board
power generation to address the practical and economic barriers to
rapid adoption of clean electric propulsion using battery electric
powertrain technology alone.
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 generated since the Company's formation.
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 for the financial year.
During the period, Libertine has supported the adoption and use
of our Linear Generator technology platforms by our OEM customers
and strategic development partners, in line with our strategy.
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 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 the intelliGEN(TM) and HEXAGEN(TM)
Linear Generator technology platforms which have the potential to
complement battery electrification within hybrid powertrains,
addressing the significant economic barriers set out above.
Linear Generators are already in commercial use in distributed
power generation applications, displacing conventional generators
due to their favourable operating economics compared to today's
less efficient internal combustion engine generator technology.
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 licencing 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 continued to support the
integration of its HEXAGEN(TM) electrical linear generator
technology with Hyliion. We have delivered a number of performance
validation prototypes to Hyliion for dyno and on-vehicle testing
within their first KARNO(TM) Hypertruck demonstrator.
Libertine has also advanced its intelliGEN(TM) linear generator
platform through a grant funded program with BEIS. Having completed
the design and manufacture of a performance validation prototype
Linear Generator, "LGN120", we have completed a first phase of
combustion testing at MAHLE Powertrain. In addition to validating
the exceptional efficiency and control performance offered by
Libertine's intelliGEN platform technology, a key objective of
combustion testing is to demonstrate fuel flexibility - an
important differentiator for Linear Generators - by running the
same engine with both hydrogen and compressed natural gas ("CNG").
This fuel flexibility has the potential to accelerate the global
adoption of electrified powertrains in advance of the widespread
deployment of hydrogen refuelling and battery recharging
infrastructure.
Commercial interest in Libertine's technology platform within
powertrain and stationary power applications remains strong, and we
expect to support the use of our technology within further 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 and geographies, covering applications from 1-250
kilowatts of electrical power.
During the year, grant funded work with MAHLE Powertrain and
work with Hyliion has focused on the design and manufacture of
performance validation prototypes for heavy duty powertrain
applications. We have also progressed commercial interest across
other application sectors, including distributed power for telecom
towers and hydrogen compression.
Technical Progress
Investment in core technology development has increased in-line
with IPO plans. During the period we are pleased to have delivered
a number of performance validation prototypes to customer / partner
testing sites in the UK and US, and have provided on-site support
to these testing programmes. We have achieved a number of technical
milestones, including progressions across durability, efficiency
and power output metrics in line with our technology roadmap
expectations.
Core technical development in FY2023/24 will focus on specific
changes required to the first intelliGEN(TM) prototype to improve
durability and operations across a wider range of compression
ratios for fuel flexibility, cold start, transient and lean
operation.
Financial Performance
During the year, Libertine has continued to support the
integration of its HEXAGEN(TM) technology platform with Hyliion
Holdings Corp. (NYSE: HYLN, "Hyliion") and develop its
intelliGEN(TM) technology platform through grant funded operations
with the Department for Business, Energy and Industrial Strategy
("BEIS"), alongside a number of other commercial projects.
The Group delivered GBP0.9m of commercial revenue and GBP0.4m of
grant income. 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.
Commercial revenues of GBP0.9m (FY22: GBP0.8m) were delivered
across a number of engineering services contracts, predominantly
with Hyliion.
As of 31 March 2023, the Group had cash reserves of GBP2.5m.
Outlook
Whilst strong technical progress has been made in the year with
a number of commercial and grant funded projects now in dyno and
on-vehicle testing, development to reach this stage has taken
longer than previously expected impacting the timing of follow-on
revenues.
We have aligned our technology investment and operational scale
up plans with the pace of our commercial progress. We have also
amended our go-to-market strategy to focus on key manufacturing
partners who have the ability to bring product to market.
Management remains focused on partnering with OEMs to support
the funding requirements for bringing the technology to market.
Financial Review
During the period we have continued to deliver on commercial and
grant funded programmes for the development of the HEXAGEN(TM) and
intelliGEN(TM) platforms. In line with our plans set out at IPO, we
have invested in our core technical development and engineering
capabilities, ahead of the conversion of commercial interest.
We remain committed to delivering on our current customer
programmes and supporting the integration of our technology into
the products of our OEM customers.
Financial Performance
FY2022/23 FY2021/22
GBPm GBPm
--------------------- ---------- ----------
Commercial revenue 0.9 0.8
Grant income 0.4 2.1
---------- ----------
Total income 1.3 2.9
Cost of sales (1.8) (2.5)
Admin expenses (3.6) (1.3)
Adjusted EBITDA (4.1) (0.9)
Exceptional costs - (1.0)
Net interest charge (0.0) (1.4)
---------- ----------
Loss before tax (4.1) (3.3)
Taxation 0.4 0.1
---------- ----------
Loss after tax (3.7) (3.2)
---------- ----------
Revenues and Grant Income
Commercial revenues in the year were generated from engineering
services on a number of customer programmes. The majority of the
revenue came from the engineering development with Hyliion
(formerly GE) on the first phase of our joint development
agreement.
Grant income in the period relates to a new program which
commenced with BEIS in March 2022. The additional grant funding is
supporting the further development of the intelliGEN(TM) platform
to demonstrate hydrogen and compressed natural gas ("CNG") fuel
flexibility.
Operating Expenses
Administrative expenses increased in the period, as a result of
investment into core technical development, scale up of the
engineering team to support customer contracts and a full year of
post-IPO professional fees. In the prior year, expenses included
GBP1.0m of exceptional costs incurred as a result of the IPO.
Share option charges in the current year relate to the Long-Term
Incentive Plan issued to all employees. In the prior year, share
option charges related to the Enterprise Management Incentive share
schemes which had previously been issued and which vested at
IPO.
Adjusted EBITDA
The Adjusted EBITDA loss of GBP4.1m (FY2021/22: GBP0.9m)
increased on the prior year as a result of the planned investment
in core technical development, scale up of the engineering team to
support customer contracts and a full year of post-IPO professional
fees.
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 the loss from operations for the financial year is shown
below.
Finance Income and Expense
Net interest charges of GBP1.4m in the prior year predominantly
related to the movement in the fair value of the convertible loan
note up to its conversion at the IPO. No similar charges have been
incurred, as expected, in the current year.
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 GBP6.9m (FY2021/22: GBP3.4m) of unutilised
tax losses as at 31 March 2023.
Cash
The Group end of year cash balance for FY2022/23 was GBP2.5m
(FY2021/22: GBP6.7m). In line with our plans set out at IPO, we
have invested during the year in the development of our core
technology platform and in the scale up of our operational teams to
support OEM customers.
Given the supply chain challenges experienced in the prior year,
we have built inventories to support expected sales of
intelliGEN(TM) prototype hardware during FY2023/24. Inventories
have increased by GBP0.4m in the period.
Accounting Policies
The consolidated financial information has been prepared
consistently in accordance with UK-adopted International Accounting
Standards.
Going Concern
The consolidated financial statements have been prepared on a
going concern basis.
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. As of 31 August 2023, the Group had cash
reserves of GBP1.2m, in addition to outstanding debtors of GBP0.2m,
inventories of GBP0.6m, corporation tax receivables due of GBP0.4m
and current liabilities of GBP0.2m.
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 2023 and a number of
severe but plausible downside scenarios, which collectively would
be considered remote. Absent of any additional revenues, the Group
has funds required to maintain current operations, through to May
2024. The Group expects to secure new revenues and incomes within
the next 12 months which are more than sufficient to support
approving the financial statements as a going concern. The
Directors acknowledge that uncertainty may arise with respect to
both the timing and quantum of additional revenues and income. This
indicates a material uncertainty which may cast significant doubt
upon the Group's and the Company's ability to continue as a going
concern.
The Directors do however remain confident in the business model
and believe the Group could be managed in a way to allow it to meet
its ongoing commitments and obligations through mitigating actions
including cost saving measures and securing alternative sources of
funding should this be required. On that basis, the Directors
consider it is appropriate to prepare the financial statements as a
going concern and have not included the adjustments that would
result if the Group and Company were unable to continue as a going
concern.
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2023
Year ended Year ended
31 March 31 March
2023 2022
Note GBP'000 GBP'000
Revenue 4 921 824
Cost of sales (1,271) (664)
Gross (loss) / profit (350) 160
Other operating income 5 365 2,041
Administrative expenses (4,066) (4,100)
Loss from operations (4,051) (1,899)
Finance income 8 - 6
Finance expense 8 (5) (1,412)
Loss before taxation (4,056) (3,305)
Taxation 9 350 83
Loss for the year and total comprehensive
loss for the year attributable
to the owners of the company (3,706) (3,222)
---------- ----------
Basic and diluted loss per share
(pence) 10 (2.7p) (3.3p)
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 2023
As at 31 As at 31
March 2023 March 2022
Note GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 144 54
Right-of-use assets 192 19
336 73
----------- -----------
Current assets
Inventory 518 107
Trade and other receivables 11 1,285 1,192
Corporation tax receivable 478 128
Cash and cash equivalents 2,478 6,697
4,759 8,124
----------- -----------
Total assets 5,095 8,197
----------- -----------
EQUITY AND LIABILITIES
Capital and reserves
Issued capital 14 139 139
Share premium account 15 10,421 10,414
Merger reserve 3,401 3,401
Share option reserve 450 351
Accumulated losses (10,862) (7,156)
----------- -----------
Total equity 3,549 7,149
----------- -----------
LIABILITIES
Non-current liabilities
Borrowings 13 - -
Lease liability, non-current 154 -
----------- -----------
154 -
----------- -----------
Current liabilities
Trade and other payables 12 1,203 886
Contract liability 153 150
Lease liability, current 36 12
----------- -----------
1,392 1,048
----------- -----------
Total liabilities 1,546 1,048
----------- -----------
Total Equity and Liabilities 5,095 8,197
----------- -----------
The accompanying notes form part of the financial
statements.
Consolidated Statement of Changes in Equity
for the year ended 31 March 2023
Issued Share Merger Share Accumulated Total
capital premium reserve option losses
account reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1
April 2021 - - 3,483 80 (3,934) (371)
Total comprehensive
loss for the year - - - - (3,222) (3,222)
Transactions with
shareholders:
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
-------- -------- -------- -------- ----------- -------
Total comprehensive
loss for the year - - - - (3,706) (3,706)
Transactions with
shareholders:
Issue of shares - 7 - - - 7
Share option charge - - - 99 - 99
As at 31 March
2023 139 10,421 3,401 450 (10,862) 3,549
-------- -------- -------- -------- ----------- -------
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 reflects the cumulative comprehensive losses
of the Company.
Consolidated Statement of Cash Flows
for the year ended 31 March 2023
Year ended Year ended
31 March 31 March
2023 2022
GBP'000 GBP'000
Cash flows from operating activities
Loss after tax for the year (3,706) (3,222)
Adjustments for:
Taxation (350) (83)
Depreciation of property, plant
& equipment 38 9
Depreciation of right-of-use
asset 36 32
Share option charge 99 271
Finance expense 5 1,412
Finance income - (6)
Equity settled transactions
or services - 30
Tax credits received - 111
Changes in working capital:
Increase in inventories (411) (107)
Increase in trade and other receivables (93) (395)
Increase in trade and other payables 323 114
---------- ----------
Net cash used in operating activities (4,059) (1,834)
---------- ----------
Cash flows from investing activities
Purchase of property, plant and
equipment (128) (53)
Finance income received - 6
Net cash used in investing activities (128) (47)
---------- ----------
Cash flows from financing activities
Proceeds from borrowings - -
Payment of lease liabilities (34) (37)
Finance expense (5) -
Share issue (net of issue costs) 7 8,335
Net cash (used in) / generated
from financing activities (32) 8,298
---------- ----------
Net (decrease) / increase in cash and
cash equivalents (4,219) 6,417
Cash and cash equivalents at the beginning
of the year 6,697 280
----------
Cash and cash equivalents at
the end of the year 2,478 6,697
---------- ----------
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 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 2023 and
the year ended 31 March 2022 does not constitute the Group's
statutory accounts for those periods. The statutory accounts for
the period ended 31 March 2023 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
2023 was unqualified and did not contain a statement under 498(2)
or 498(3) of the Companies Act 2006. The auditors' report
highlighted the material uncertainty described in note 2 below
regarding going concern.
2. Going Concern
The consolidated financial statements have been prepared on a
going concern basis.
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. As of 31 August 2023, the Group had cash
reserves of GBP1.2m, in addition to outstanding debtors of GBP0.2m,
inventories of GBP0.6m, corporation tax receivables due of GBP0.4m
and current liabilities of GBP0.2m.
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 2023 and a number of
severe but plausible downside scenarios, which collectively would
be considered remote. Absent of any additional revenues, the Group
has funds required to maintain current operations, through to May
2024. The Group expects to secure new revenues and incomes within
the next 12 months which are more than sufficient to support
approving the financial statements as a going concern. The
Directors acknowledge that the uncertainty may arise with respect
to both the timing and quantum of additional revenues and income.
This indicates a material uncertainty which may cast significant
doubt upon the Group's and the Company's ability to continue as
going concern.
The Directors do however remain confident in the business model
and believe the Group could be managed in a way to allow it to meet
its ongoing commitments and obligations through mitigating actions
including cost saving measures and securing alternative sources of
funding should this be required. On that basis, the Directors
consider it is appropriate to prepare the financial statements as a
going concern and have not included the adjustments that would
result if the Group and Company were unable to continue as a going
concern.
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
2023 2022
GBP'000 GBP'000
North America 915 798
EMEA 6 26
921 824
---------- ----------
In the year ended 31 March 2023, one customer generated more
than 10% of total revenue (31 March 2022: one). Revenue
attributable to the customer was GBP915,000 (31 March 2022:
GBP798,000).
Revenue by category:
Year to Year to
31 March 31 March
2023 2022
GBP'000 GBP'000
Engineering Services 921 824
921 824
---------- ----------
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
2023 2022
GBP'000 GBP'000
Grant income recognised that was included
in the contract liability balance at the
beginning of the year - 640
Aggregated amount of transaction price
allocated to unsatisfied performance obligation
during in the year 153 150
---------- ----------
5. Other Operating Income
Other operating income by category:
Year to Year to
31 March 31 March
2023 2022
GBP'000 GBP'000
Grant income 365 2,041
365 2,041
---------- ----------
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
2023 2022
GBP'000 GBP'000
Loss from operations (4,051) (1,899)
Add back:
Depreciation of property, plant
and equipment 38 9
Deprecation of lease asset 36 32
---------- ----------
EBITDA (3,977) (1,858)
---------- ----------
Add back:
Operating costs of exceptional
nature - 984
Adjusted EBITDA (3,977) (874)
---------- ----------
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 in the prior year 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
2023 2022
GBP'000 GBP'000
Loss from operations (4,051) (1,899)
Add back:
Operating costs of exceptional
nature - 984
Adjusted loss from operations (4,051) (915)
---------- ----------
Adjusted loss after tax is calculated as follows:
Year to Year to
31 March 31 March
2023 2022
GBP'000 GBP'000
Loss after tax (3,706) (3,222)
Add back:
Operating costs of exceptional nature - 984
Movement in fair value of convertible
loan note (note 8) - 1,410
Adjusted loss after tax (3,706) (828)
---------- ----------
Free cash flow conversion is calculated as follows:
Year to Year to
31 March 31 March
2023 2022
GBP'000 GBP'000
Adjusted loss from operations (4,051) (915)
Adjusted for:
Depreciation of property, plant
and equipment 38 9
Deprecation of lease asset 36 32
Share option charges 99 40
Net working capital change (182) (390)
Purchase of PPE (128) (53)
---------- ----------
Underlying cash flow from operations (4,188) (1,277)
Underlying operating cash flow
conversion 103% 140%
Net interest paid (5) 6
Income tax received - 111
Payment of lease liabilities (34) (37)
Free cash flow (4,227) (1,197)
---------- ----------
Adjusted EBITDA (3,977) (874)
Free Cash Flow Conversion 106% 137%
---------- ----------
8. Finance income and expense
Year to Year to
31 March 31 March
2023 2022
GBP'000 GBP'000
Interest receivable - 6
Interest payable:
Movement in fair value of convertible
loan note - (1,410)
Interest on lease liability (5) (2)
---------- ----------
(5) (1,412)
(5) (1,406)
---------- ----------
9. Taxation
Income taxes recognised in profit or loss Year to Year to
31 March 31 March
2023 2022
GBP'000 GBP'000
Current tax
UK tax credit for the year 350 83
Deferred tax - -
---------- ----------
Total income tax credit recognised 350 83
---------- ----------
Loss on ordinary activities before tax (4,056) (3,305)
Loss on ordinary activities multiplied
by normal rate of tax (19%) 771 628
Effects of:
Non-deductible expenses (18) (413)
R&D tax credit 350 83
Share based payments (19) 51
Deferred tax asset not recognised (734) (266)
---------- ----------
Tax credit for the year 350 83
---------- ----------
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 GBP6.9m (31 March 2022:
GBP3.4m).
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
2023 2022
Basic loss per share
Loss attributable to equity shareholders
of the parent (GBP'000) (3,706) (3,222)
Weighted average number of shares in
issue 139,182,846 97,417,339
Basic loss per share (pence) (2.7p) (3.3p)
------------ -----------
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 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 2022 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 loss 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.
Year to Year to
31 March 31 March
2023 2022
Adjusted loss per share
Adjusted loss after tax (note 7) (GBP'000) (3,706) (828)
Weighted average number of shares in
issue 139,182,846 97,417,339
Basic loss per share (pence) (2.7p) (0.8p)
------------ -----------
11. Trade and other receivables
As at 31 As at 31
March 2023 March 2022
GBP'000 GBP'000
Current
Trade receivables - gross 507 637
Provision for impairment of trade - -
receivables
------------ ------------
507 637
Other Debtors 53 32
VAT Debtor 203 205
Accrued income 288 -
Prepayments 234 318
------------ ------------
1,285 1,192
------------ ------------
The Group had no past due trade receivables as at 31 March 2023
(31 March 2022: 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 2023 (31 March 2022: GBPnil).
The impairment loss recognised in the income statement for the
period in respect of expected credit losses was GBPnil (2022:
GBPnil).
12. Trade and other payables
As at 31 As at 31
March 2023 March 2022
GBP'000 GBP'000
Trade payables 773 426
Tax and social security payable 40 30
Accruals and provisions 390 430
1,203 886
------------ ------------
The fair values of the Group's trade and other payables are
considered to equate to their carrying amounts. Accruals and
provisions include an onerous contract provision of GBP109,000 (31
March 2022: GBPnil) in respect of expected losses on contracts
entered into by the Group.
13. Borrowings
Movement in net borrowings:
As at 31 As at 31
March 2023 March 2022
GBP'000 GBP'000
Borrowings at 1 April - 694
Convertible loan notes issued - -
Movement in fair value of convertible
loan note - 1,410
Conversion of loan notes - (2,104)
- -
----------------------------------------------------- ------------
In July 2020 the Group issued GBP600,000 convertible loan notes
to four investors with a nominal value of GBP600,000. The loan
notes had 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 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
Issued 400,000 400
------------ --------
At 31 March 2023 139,219,010 139,219
------------ --------
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. On 3 May 2022, the Company issued 400,000 Ordinary Shares
in Libertine Holdings PLC to settle share options.
15. Share Premium Account
GBP'000
At 1 April 2021 -
Issued 11,094
Share issue costs (680)
--------
At 31 March 2022 10,414
Issued 7
Share issue costs -
--------
At 31 March 2023 10,421
--------
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. Libertine FPE
Limited has issued both EMI and unapproved share options. The
options were due to vest over a period of up to ten years from
grant date and were exercisable in the event of a listing.
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.
In February 2023, Libertine Holdings PLC implemented a new Long
Term Incentive Plan ("LTIP") for all employees. The initial number
of options issued to all employees of 7,182,314 are subject to the
achievement of performance conditions in respect of the three
financial years to 31 March 2025. Performance conditions are
aligned to shareholder value creation and focus on key financial
and operational metrics, consistent with the Group's investment
case. The number of options achieved under the scheme will be
determined by the Remuneration Committee at the end of each
financial year, and a maximum of one third of the allocation can be
achieved each year. The scheme is subject to both good leaver / bad
leaver provisions and malus / clawback provisions. A one-year
retention period for 50% of vesting options applies at the vesting
date.
The LTIP was issued as an EMI scheme. The EMI scheme is open to
all qualifying employees who are an employee within the Group
working 25 hours per week, or if less, at least 75% of their
working time.
Details of the option plans are as follows:
As at 31 As at 31
March 2023 March 2022
Outstanding at beginning of year 6,908,120 482,812
Granted 7,182,314 536,000
Forfeited - (255,000)
Unachieved (1,844,397) -
------------ ------------
12,246,037 763,812
December 2021 share reorganisation - 6,874,308
------------ ------------
12,246,037 7,638,120
Exercised (400,000) (730,000)
Outstanding at end of year 11,846,037 6,908,120
------------ ------------
The weighted average exercise price on outstanding options at 31
March 2023 is GBP0.01 (31 March 2022: 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:
LTIP Pre-IPO Pre-IPO
Scheme EMI Scheme Unapproved
Scheme
Fair values at grant dates (per GBP0.18 GBP0.28 - GBP0.28
share) GBP0.55 - GBP0.46
Share price at grant dates GBP0.195 GBP0.47 - GBP0.47
GBP0.64 - GBP0.64
Exercise price GBP0.001 GBP0.02 GBP0.02
Expected volatility 67% 70% 70%
Option life (expected weighted 3 years 1 - 10 years 0 - 2.8
average life) years
Expected dividend 0% 0% 0%
Risk-free interest rate (based
on government bonds) 1.61% 1.12% 1.12%
--------- ------------- ------------
The total share option charge in the period was GBP99,000 (FY22:
GBP271,000). GBP231,000 of the charge in the prior 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 NKOBBKBKBDCB
(END) Dow Jones Newswires
September 28, 2023 02:00 ET (06:00 GMT)
Libertine (LSE:LIB)
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