6 June 2024
SYMPHONY ENVIRONMENTAL
TECHNOLOGIES PLC
("Symphony", the "Company" or the "Group")
Preliminary
results
Symphony Environmental
Technologies Plc (AIM:SYM) global specialists in technologies that
make plastic and rubber products "smarter, safer and sustainable",
is pleased to announce its preliminary results for the year ended
31 December 2023.
Financial highlights:
· Group revenues £6.35 million (2022: £6.15 million)
· Gross profit £2.33 million (2022: £2.28 million)
· Contribution after distribution costs £2.13 million (2022:
£1.87 million)
· Administrative expenses reduced to £4.12 million (2022: £4.80
million)
· Reported loss before tax £2.25 million (2022: £3.01
million)
· Basic loss per share 1.18p (2022: 1.65p)
· Cash
used in operations £0.62 million (2022: £1.59 million)
· Cash
raised by way of convertible loans £1.50 million
Post year
end
· The
conversion dates of the convertible loans with Sea Pearl Ventures
Limited have been extended to 31 December 2025 with no other
changes, including the Group's rights to repay in whole or in part
at any time or times until 30 days before the conversion
date
· On
22 March 2024 the Group raised £1.4 million of equity (before
expenses) by way of a subscription and retail offer
Chairman's Statement
As indicated in the highlights
section above, I am pleased to report that the year ended 31
December 2023 showed a reversal of the negative financial trend
with all reported indicators being positive. Revenue for the year
slightly increased to £6.35 million (2022: £6.15 million), with a
25% reduction in the operating loss.
One of the Group's focuses was to
reduce cost, without causing any drag on the sales initiative. This
was achieved and continues into 2024.
On 22 March 2024 the Group issued
a Circular and a Notice of General Meeting, which provided
information on a £1.4 million capital raise by way of a
subscription and a business update that showed "progress and
opportunities" in several areas of the business.
I will not repeat the information
contained in the above, other than to reconfirm that the
opportunities are significant and that the Board remains confident
that these can develop into material commercial sales in the short
to medium term.
N Clavel
Chairman
Enquiries:
Symphony Environmental Technologies Plc
|
|
Michael Laurier, CEO
|
Tel: +44 (0) 20 8207 5900
|
Ian Bristow, CFO
|
|
www.symphonyenvironmental.com
|
|
|
|
Zeus (Nominated Adviser and Broker)
|
|
David Foreman, Kieran Russell,
Alex Campbell-Harris (Investment Banking)
|
Tel: +44 (0) 161 831 1512
|
Dominic King, Victoria Ayton
(Sales)
|
Tel: +44 (0) 203 829 5000
|
|
|
Chief Executive's Review
As reported in the Chairman's
statement above, a recent business update was issued on 22 March
2024.
d2w - progress and
opportunities
The update focused on the
opportunities in our main markets, the Middle East and Latin
America which represent the Group's largest volume for d2w. Our
business model targets several global markets, through 76
distributors. Entry into any of these markets can be rapid, as d2w
technology does not disrupt the existing supply chain or products.
It is an upgrade process that requires virtually no change to the
manufacturing process, machinery or distribution. ESG compliance
requirements and continual changes to legislation are encouraging
customers to consider alternatives to ordinary plastics.
I am pleased to report that sales
of d2w products increased from £4.8 million in 2022 to £5.2 million
in 2023. However, our distributors report via their market
intelligence that the sales volumes should have been considerably
higher. While we have regular customers buying our products,
volumes will increase with the introduction of local enforcement
policies which, at this time, are nearly non-existent and have been
delayed in various markets. Specifically, Saudi Arabia had expected
to complete a biodegradable technical evaluation process before 31
December 2023, with the view of more widely enforcing Phase 1 of
the legislation (which requires a range of products to be
oxo-biodegradable and progressing to Phases 2 and 3 which include
an even wider range of products. Yemen has also legislated to make
oxo-biodegradable plastic compulsory, but implementation has been
delayed by logistical issues, mainly caused by the intense
political situation that disrupted product movements. The combined
effect of these delays has pushed sales into the 2024 trading
year.
In Latin America the market
opportunity is mainly driven by a growing demand for ESG
compliance, with concerns that changes to legislation will force
customers to substitute ordinary plastics for paper, compostable
plastics or a biodegradable alternative. In some markets, certain
plastic products have been banned and paper alternatives for
drinking straws are an example of these continual changes. We are
drawing attention to the fact that these changes make matters worse
for the environment, and that the problem of plastic litter would
be solved if d2w were more widely adopted.
Globally we have seen increased
activity indicating near-term, genuine interest in parts of Africa,
such as Kenya, Ghana and South Africa, as well as in Far East
markets which include China, Vietnam, Thailand, Indonesia and South
Korea.
d2p - progress and
opportunities
The Group has continued to invest
in strengthening its portfolio with a large range of d2p
formulations which are being used and commercially trialled in many
different applications.
- d2p anti insecticide in agricultural
products
A large proportion of current d2p
revenues were generated from sales of d2p anti-insect technology
("d2p AI"), the majority of which being to Rivulis. They have incorporated d2p AI technology into
their Eurodrip
product ranges, sold under the trade name
Rivulis Defend. Symphony anticipates further adoption of its d2p AI
technology for other applications and in other
markets.
- d2p and FDA approval for bread
packaging
Sales of d2p antimicrobial ("d2p
AM") for bread applications have grown slowly to date, with the
technology currently being used in small volumes in specialised
brands in Mexico and Peru. We expect these markets to expand
steadily into more mainstream locations and brands, as well as into
other parts of Latin America on completion of their commercial
trials.
Apart from the markets where Grupo
Bimbo have exclusivity, our d2p AM technology is currently at
different stages of development with a number of other customers.
Some customers are in pre-commercial trials and others are at early
stages of development.
- d2p flame retardant
The d2p flame retardant range of
technologies has trials being carried out in many different
applications globally. Currently, the Middle Eastern construction
market is a particularly active area, and recent reports indicate
that we are near completion of an important certification process,
which if successful should lead to significant sales in a very
large market.
- Other technologies
The Group has also developed other
technologies including corrosion inhibitors for various metals,
ethylene and moisture adsorbers for food packaging, as well as
antimicrobials for pipes and tanks.
Joint venture in India with
Indorama Corporation - Symphony Environmental India Pvt Ltd
("Symphony India")
Symphony India is a joint venture
company established in 2022 between Symphony and Indorama India
Pvt. Limited, a wholly owned subsidiary of Indorama
Corporation. Symphony India is owned 46.5% by Symphony
Environmental Limited, 46.5% by Indorama, and 7% by Mr. Arjun
Aggarwal, an Indian citizen, who is its Managing
Director.
The Government of India has
published guidelines to reduce plastic pollution. The product
offered by Symphony India, falls within the standard: IS 17899
T:2022 Assessment of Biodegradability of Plastics in Varied
Conditions.
If this standard is satisfied, the
opportunities in India could be substantial. Symphony India has
identified more than 500 prospective companies for which d2w could
provide a material benefit. Active discussions are underway with
the majority of these target customers who have already been
directly corresponded with, but the Board believe the prospects of
Symphony India extend far beyond the initial 500
companies.
A number of d2p trials are also
ongoing in India including d2p AM for bread bags, of which one has
completed successful small trials and is now conducting semi
commercial trials, which could lead to full commercial orders
during 2024.
Trading results
Group revenue was £6.35 million
(2022: £6.15 million) and is analysed in the table below. d2w
revenues increased in 2023, primarily due to the new Middle East
factory, while d2p revenues fell in 2023. This was due to timing
differences, with expected 2023 orders being received in early
2024. Finished product sales were in line with last year thanks to
a reliable primary market in the UK.
|
|
|
|
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
d2w masterbatch revenues
|
|
5,221
|
4,768
|
d2p masterbatch revenues
|
|
512
|
793
|
Finished products and sundry
revenues
|
|
618
|
593
|
Total revenues
|
|
6,351
|
6,154
|
Gross profit
|
|
2,333
|
2,280
|
- Gross profit margin
|
|
37%
|
37%
|
Distribution costs
|
|
(203)
|
(408)
|
- Percentage of revenues
|
|
3%
|
7%
|
|
|
|
|
Contribution after distribution costs
|
|
2,130
|
1,872
|
- Percentage of
revenues
|
|
34%
|
30%
|
Gross profit margins were stable
at 37% (2022: 37%). Gross profit increased slightly to £2.33
million from £2.28 million in 2022. Distribution costs reduced by
50% to £0.20 million (2022: £0.41 million) mainly due to the UAE
market being supplied with locally made product and also shipping
rates having generally softened since the end of Covid.
The board decided to increase the
inventory impairment provision profile. The resultant value was calculated based on net proceeds
fairly achievable over the short to medium term and were based on
specific items where saleability is in doubt, and the dates of the
last movements of each stock item as an indicator to future value
except for certain raw material items which are known to be
required in the short term. The inventory provision was £235,000
(2022: £252,000 due to glove stock provisions in which the Group no
longer trade). Adding back this provision gives an underlying gross
profit margin of 41% (2022: 41%) and contribution after
distribution costs over revenues of 37% (2022: 35%).
Administrative expenses reduced by
£0.68 million to £4.12 million (2022: £4.80 million). Staff costs
reduced by £0.22 million to £2.22 million. Further reductions were
made in respect to professional fees and consultancy costs.
Equity-settled share-based charges of £0.08 million were included
in the year (2022: £0.12 million). One-off legal costs in relation
to the EU case of £0.18 million were incurred in 2023.
The Group expensed R&D costs
of £0.21 million in 2023 (2022: £0.51 million). In addition, there
were intangible asset development cost additions of £0.25 million
during the year in respect of the Group's d2p bread technology
(2022: £0.17 million). An R&D tax credit of £0.10 million
(2022: £0.12 million) was received during 2023 relating to the
previous period. A further R&D tax credit will be receivable in
2024 with respect to 2023.
The share of loss in respect to
the joint venture in India was £73,000 (2022: £nil). This loss was
incurred while Symphony India was working on satisfying the
standard in relation to biodegradable plastic, as descried above,
as well as developing d2p opportunities.
The reported operating loss was
£1.99 million (2022: £2.93 million) and loss after tax of £2.18
million (2022: £2.89 million) with basic loss per share of 1.18
pence (2022: loss per share 1.65 pence).
The Group self-hedges its US
Dollar foreign exchange exposure by purchasing goods where possible
in US Dollars and utilises, when deemed appropriate, bank forward
currency contract agreements to minimise exchange risk. As at 31
December 2023, the Group had a net balance of US Dollar assets (US
Dollar cash balances and receivables less overdrafts and payables)
totalling $1.40 million (2022: $1.46 million).
Convertible Loan
The Company has entered into two
Convertible Loan Agreements ("CLAs") with
Sea Pearl, who are also an existing 17.4% shareholder of the
Company. Details announced to the market were:
First CLA:
13 March 2023: £1.0 million facility - £1.0 million drawn
down
Second
CLA: 18 October 2023:
£1.0 million facility - £0.5 million drawn down
On 13
March 2024, Sea Pearl and the Company announced extensions
to the repayment date of the CLAs by 15
months to 31 December 2025. This substantially improves the working
capital requirements and balance sheet profile of the
Group.
Other key terms remain unchanged.
The full terms are as follows:
· CLAs
total drawn principal: £1.5 million (unsecured)
· If
not repaid on or before 31 December 2025, conversion on that
date
· Conversion price: 80% of the volume-weighted average share
price for the 3 months prior to 31 December 2025
· Interest: 7% per annum, payable as accrued on repayment
and/or conversion
· Repayment of the CLAs, in full or in part solely at
Symphony's discretion
As at the date of this document,
the Company has not drawn down the remaining £0.5 million of the
second £1.0 million CLA facility. Following Sea Pearl's investment
of £0.5 million pursuant to the Subscription in March 2024, the
Board has confirmed to Sea Pearl that it will not draw down on this
remaining £0.5 million under the CLA.
Statement of financial position and cash
flow
The Group had net borrowings
(excluding convertible loans and lease liabilities) of £0.58
million as at 31 December 2023 (2022: net borrowings (excluding
convertible loans and lease liabilities) of £0.84 million). The
Group used cash of £0.62 million from operations (2022: £1.59
million) primarily as a result of the loss incurred but mitigated
by favourable movements in receivables.
During the year the Group received
£1.5 million from the issue of convertible loans, of which
conversion has since the year end been extended from 30 September
2024 to 31 December 2025, and post year
end raised £1.4 million of equity by subscription and retail
offer.
Eranova
As announced in October 2020, the
Group made an investment representing 1.6% of the enlarged capital
of Eranova SAS (at £130,000 including costs) as part of a €6.00
million pre-industrial plant project. The pilot plant was completed
on schedule during October 2021 and was operational and processing
small volume commercial orders during 2022 which continued into
2023.
Eranova is in receipt of pledged
government grants and loans to further expand the early-stage
production facility in Marseille, France. They anticipate
completing this process in 2024. They have finished products made
using Eranova's technology in the French retail sector and in
particular listed in Casino, Carrefour, Intermarche and
Franprix.
In 2023 Eranova signed its first
€2.10 million pre-production licencing agreement to build a
facility in Indonesia and is currently producing trial materials.
Symphony, as a strategic shareholder of Eranova has an agreement to
market Eranova's biobased green algae product derived from green
algae.
Our d2w and d2p technologies are
fully compatible with Eranova's biobased product and we expect this
will become a major growth area for Symphony in the longer
term.
Current trading and outlook
Good progress continues to be made
on cost reductions and increasing sales. As previously indicated
several product trials and regularity applications are still in
process. Our expectations based on current information is that we
will start to see completion and commercial starts during H2
2024.
We continue to rely on our network
of 76 distributors (2022: 79) for managing their markets and hence
are sustaining and creating many opportunities for the
Group.
The opportunities for Symphony are
significant and, whilst taking considerably longer to convert than
originally anticipated, a combination of more positive
conversations, trials and other factors give the Board confidence
that these can and will be converted in the short to medium
term.
In the meantime, with the lower
cost structure and higher gross margins, the 2024 outlook shows a
much more positive commercial position for the Group compared to
recent years.
M
Laurier
Chief Executive
Consolidated statement of comprehensive
income
for
the year ended 31 December 2023
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
4
|
6,351
|
6,154
|
|
|
|
|
Cost of sales
|
|
(4,018)
|
(3,874)
|
|
|
|
|
Gross profit
|
|
2,333
|
2,280
|
|
|
|
|
Distribution costs
|
|
(203)
|
(408)
|
|
|
|
|
Administrative expenses
|
|
(4,119)
|
(4,802)
|
|
|
|
|
Operating loss
|
5
|
(1,989)
|
(2,930)
|
|
|
|
|
Finance costs
|
7
|
(189)
|
(77)
|
|
|
|
|
Share of results of joint
ventures
|
14
|
(73)
|
-
|
|
|
|
|
Loss for the year before tax
|
|
(2,251)
|
(3,007)
|
|
|
|
|
Taxation
|
8
|
71
|
120
|
|
|
|
|
Loss for the year
|
|
(2,180)
|
(2,887)
|
|
|
|
|
Total comprehensive loss for the year
|
|
(2,180)
|
(2,887)
|
|
|
|
|
Basic earnings per share
|
9
|
(1.18)p
|
(1.65)p
|
Diluted earnings per
share
|
9
|
(1.18)p
|
(1.65)p
|
All results are attributable to
the parent company equity holders. There were no discontinued
operations for either of the above periods.
Consolidated statement of financial
position
as
at 31 December 2023
Company number 03676824
|
|
|
|
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
ASSETS
|
|
|
|
Non-current
|
|
|
|
Property, plant and
equipment
|
10
|
168
|
138
|
Right-of-use assets
|
11
|
270
|
379
|
Intangible assets
|
12
|
653
|
439
|
Investments
|
13
|
130
|
130
|
Interest in joint venture
|
14
|
28
|
101
|
|
|
|
|
|
|
1,249
|
1,187
|
Current
|
|
|
|
Inventories
|
15
|
645
|
1,175
|
Trade and other
receivables
|
16
|
1,812
|
2,349
|
Cash and cash equivalents
|
17
|
1,123
|
1,152
|
|
|
|
|
|
|
3,580
|
4,676
|
Total assets
|
|
4,829
|
5,863
|
|
|
|
|
EQUITY AND LIABILITIES
|
|
|
|
Equity
|
|
|
|
Equity attributable to shareholders of
Symphony Environmental Technologies plc
|
|
|
|
Ordinary shares
|
18
|
1,848
|
1,848
|
Share premium
|
18
|
4,854
|
4,854
|
Retained earnings
|
18
|
(7,102)
|
(4,999)
|
|
|
|
|
Total equity
|
|
(400)
|
1,703
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
Non-current
|
|
|
|
Lease liabilities
|
19
|
47
|
181
|
|
|
|
|
Current
|
|
|
|
Lease liabilities
|
19
|
187
|
167
|
Borrowings
|
19
|
3,270
|
1,991
|
Trade and other payables
|
20
|
1,725
|
1,821
|
|
|
|
|
|
|
5,182
|
3,979
|
Total liabilities
|
|
5,229
|
4,160
|
|
|
|
|
Total equity and liabilities
|
|
4,829
|
5,863
|
Consolidated statement of changes in equity
for
the year ended 31 December 2023
Equity attributable to the equity holders of Symphony
Environmental Technologies plc:
|
Share
capital
|
Share
premium
|
Retained
earnings
|
Total
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
For
the year to 31 December 2023
|
|
|
|
|
Balance at 1 January 2023
|
1,848
|
4,854
|
(4,999)
|
1,703
|
Share based options (note
18)
|
-
|
-
|
77
|
77
|
Transactions with owners
|
-
|
-
|
77
|
77
|
|
|
|
|
|
Total comprehensive loss for the
year
|
-
|
-
|
(2,180)
|
(2,180)
|
Balance at 31 December 2023
|
1,848
|
4,854
|
(7,102)
|
(400)
|
For
the year to 31 December 2022
|
|
|
|
|
Balance at 1 January 2022
|
1,793
|
3,910
|
(2,231)
|
3,472
|
|
|
|
|
|
Share based options (note
18)
|
-
|
-
|
119
|
119
|
Issue of share capital (note
18)
|
55
|
944
|
-
|
999
|
Transactions with owners
|
55
|
944
|
119
|
1,118
|
|
|
|
|
|
Total comprehensive loss for the
year
|
-
|
-
|
(2,887)
|
(2,887)
|
Balance at 31 December 2022
|
1,848
|
4,854
|
(4,999)
|
1,703
|
Consolidated cash flow statement
for
the year ended 31 December 2023
|
|
2023
|
2022
Restated
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
Loss after tax
|
|
(2,180)
|
(2,887)
|
Adjustments for:
|
|
|
|
Depreciation
|
10-11
|
220
|
229
|
Amortisation
|
12
|
15
|
14
|
Loss on disposal of
fixed assets
|
5
|
3
|
14
|
Loss on disposal
intangible
|
5
|
28
|
-
|
Share-based
charges
|
18
|
77
|
119
|
Share of JV
loss
|
14
|
73
|
-
|
Interest
expense
|
7
|
189
|
77
|
Net exchange
differences
|
|
(12)
|
-
|
Tax credit
|
8
|
(71)
|
(120)
|
Changes in working capital:
|
|
|
|
Movement in
inventories
|
15
|
530
|
141
|
Movement in trade and
other receivables
|
16
|
594
|
797
|
Movement in trade and
other payables
|
20
|
(85)
|
30
|
|
|
|
|
Net cash used in
operations
|
|
(619)
|
(1,586)
|
R&D tax credit
|
8
|
97
|
120
|
Net
cash used in operating activities
|
|
(522)
|
(1,466)
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Additions to property, plant and
equipment
|
10
|
(84)
|
(18)
|
Additions to intangible
assets
|
12
|
(257)
|
(194)
|
Additions to joint
venture
|
14
|
-
|
(101)
|
Additions to investments
|
13
|
-
|
(7)
|
|
|
|
|
Net
cash used in investing activities
|
|
(341)
|
(320)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Drawdown cash received from invoice
finance facility
|
19
|
5,686
|
5,406
|
Customer receipts repayment of
invoice finance facility
|
19
|
(5,927)
|
(4,549)
|
Convertible loan
|
19
|
1,500
|
-
|
Repayment of lease
capital
|
19
|
(174)
|
(179)
|
Proceeds from share issue
|
18
|
-
|
999
|
Lease interest paid
|
7
|
(17)
|
(22)
|
Bank, invoice finance and other
interest paid
|
7
|
(172)
|
(55)
|
|
|
|
|
Net
cash generated in financing activities
|
|
896
|
1,600
|
|
|
|
|
Net change in cash and cash
equivalents
|
|
33
|
(186)
|
Cash and cash equivalents, beginning
of year
|
|
18
|
204
|
Effect of exchange rates on
cash
|
|
(19)
|
-
|
Cash and cash equivalents, end of year
|
|
32
|
18
|
|
|
|
|
Represented by:
|
|
|
|
Cash and cash equivalents
|
17
|
1,123
|
1,152
|
Bank overdraft
|
19
|
(1,091)
|
(1,134)
|
|
|
32
|
18
|
Cash flows from financing
activities has been restated in 2022 to show gross monies drawn
down against customer receipts as opposed to a net movement in the
facility drawn.
Notes to the Annual Report and Accounts
1
General information
Symphony Environmental
Technologies plc ('the Company') and subsidiaries (together 'the
Group') develops and supplies
environmental plastic additives and masterbatches, together with
plastic and rubber finished products to a global market.
The Company, a public limited
company, is the Group's ultimate parent company. It is incorporated
and domiciled in England (Company number 03676824). The address of
its registered office is 6 Elstree Gate, Elstree Way, Borehamwood,
Hertfordshire, WD6 1JD, England. The Company's shares are listed on
the AIM market of the London Stock Exchange.
2
Basis of preparation and significant accounting
policies
Basis of
preparation
The financial information set out
in this report does not constitute the Company's statutory annual
report and accounts for the years ended 31 December 2023 or 2022
but is derived from the 2023 annual report and accounts.
Statutory accounts for 2022 have been delivered to the
Registrar of Companies and those for 2023 will be delivered to the
Registrar of Companies following Notice of the Annual General
Meeting. The auditor has reported on the financial statements for
the year ended 31 December 2023; its report was (i) unqualified,
(ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying the
report and
This consolidated annual report
and accounts has been prepared in accordance with UK-adopted
international accounting standards in conformity with the
requirements of the Companies Act 2006.
These consolidated annual report
and accounts have been prepared under the historical cost
convention except for investments that are measured at fair value.
Financial information is presented in pounds sterling unless
otherwise stated, and amounts are expressed in thousands (£'000)
and rounded accordingly.
Changes to accounting policies
during the year are detailed in 'Standards and interpretations
adopted during the year' further in this note.
Consolidation
This consolidated annual report
and accounts are made up to 31 December 2023.
All intra-group transactions,
balances and unrealised gains on transactions between group
companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Where necessary, adjustments
are made to the annual report and accounts of subsidiaries to bring
the accounting policies used into line with those used by other
members of the Group.
Going
concern
The Group has made an operating
loss of £1.99 million for the year (2022: loss £2.93 million). With
underlying gross margins (before provisions) remaining above 40%,
the Group has also been able to reduce costs after investing
heavily and having created significant opportunities on a technical
and marketing standpoint. This has resulted in multiple sales
opportunities which are expected to come to fruition in the
short-term.
On the basis of current financial
projections, which have been drawn out to the end of 2025,
including a sensitised cash flow analysis (sensitised by revenue
being the main area of forecast risk), together with available
funds and facilities, the Directors are satisfied that the Group
has adequate resources to continue in operational existence
for at least 12
months from the date of approval of the financial
statements, and accordingly, continue to
adopt the going concern basis in preparing the Group and Company
financial statements.
This is primarily
underpinned by the following:
· Middle East volumes expected to increase
· Repeat and growing d2p AI and other d2p business
· Steadier main markets in Far East and Latin America with good
growth potential
· Administrative costs further reduced from 2023
levels
Although net current liabilities
are £1.6 million at the end of the year, this includes £1.5 million
in unsecured convertible loan funding received during the year for
which repayment since the year end has been extended to 31 December
2025. In addition, the Group has since the year end raised £1.4
million of equity by subscription and retail offer and
is also supported by an invoice finance facility
from the Group's bankers. Systems are in place which enable
monitoring of cashflow requirements of the business which
identifies any need for borrowing and usage of borrowed funding.
The Group is not materially affected by any political or economic
uncertainty.
Revenue
- Plastic additives
and finished products, and associated products
Revenue is stated at the fair
value of the consideration receivable and excludes VAT and
rebates.
The Group's revenue is from the sale
of goods. Revenue from the sale of goods is recognised in
conformity to IFRS 15 "Revenues from Contracts with Customers"
following the 5 step approach. This has been detailed
below:
· Identification of the
contract -
Due to the nature of the goods sold, the Group
effectively approves an implied contract with a customer when it
accepts a purchase order from the customer.
· Identification of the
separate performance obligations in the contract
- The Group must fulfil the following
obligations, which are agreed on acceptance of the purchase
order:
- To make the goods available for dispatch on the required
date; and
- To organise freight in accordance with agreed INCOTERMs (a
series of pre-defined commercial terms published by the
International Chamber of Commerce).
· Determine the
transaction price of the contract -
The transaction price is determined as the fair
value of the consideration the Group expects to receive on transfer
of the goods. The price of the sale includes the goods price and
the cost of the transport, if applicable.
· Allocation of the
transaction price to the performance obligations
identified - Sales prices are
agreed with each customer and are not generally a fixed price per
unit. The transport price will also vary across sales as it is
based on quotes received from the Group's freight agents, as
transport is charged at cost. Although the Group is an agent in the
provision of transport rather than the principal under IFRS
15 "Revenues from Contracts with
Customers".
· Recognition of
revenue when each performance obligation is satisfied
- Provided that the goods have been made
available for dispatch on the required date, this performance
obligation has been fulfilled and the revenue for this performance
obligation is therefore recognised at this date. In respect to the
freight element, the agreed INCOTERMs need to be satisfied. At this
point, the Group recognises the revenue for this separate
performance obligation.
Intangible
assets
- Research and
development costs
Expenditure on research (or the
research phase of an internal project) is recognised as an expense
in the period in which it is incurred. Development costs
incurred on specific projects are capitalised when all the
following conditions are satisfied:
· completion of the intangible asset is technically feasible so
that it will be available for use or sale;
· the
Group intends to complete the intangible asset and use or sell
it;
· the
Group has the ability to use or sell the intangible asset;
and
· the
intangible asset will generate probable future economic
benefits.
Among other things, this requires
that there is a market for the output from the intangible asset or
for the intangible asset itself, or, if it is to be used
internally, the asset will be used in generating such
benefits:
· there are adequate technical, financial and other resources
to complete the development and to use or sell the intangible
asset; and
· the
expenditure attributable to the intangible asset during its
development can be measured reliably.
Development costs not meeting the
criteria for capitalisation are expensed as incurred.
The cost of an internally generated
intangible asset comprises all directly attributable costs
necessary to create, produce, and prepare the asset to be capable
of operating in the manner intended by management. The nature
of the Group's activities in the field of development work renders
some internally generated intangible assets unable to meet the
above criteria at present.
Amortisation commences upon
completion of the asset and is shown within administrative expenses
and is included at the following rate:
Plastic masterbatches and other
additives - 10 years straight line.
Judgements and estimates made by the
Directors when deciding whether the recognition requirements for
development costs have been met are included in note 3. All amounts
disclosed within note 12 in development costs relate to plastic
masterbatches and other additives.
-
Trademarks
Trademarks represent the cost of
registration and are carried at cost less amortisation.
Amortisation is calculated so as to write off the
cost of an asset, less its estimated residual value, to
administrative expenses over the useful economic life of that asset
as follows:
Trademarks
- 10 years straight line.
Property, plant and
equipment
Property, plant and equipment are
stated at cost, net of depreciation and any provision for
impairment. The cost comprises of the purchase price of the asset
plus directly attributable costs.
Depreciation is calculated so as
to write off the cost of an asset, less its estimated residual
value, to administrative expenses over the useful economic life of
that asset as follows:
Plant and
machinery
- 20% reducing balance.
Fixtures and fittings
- 10% straight line.
Office
equipment
- 25% straight line.
The residual value and useful
economic lives are reconsidered annually.
Impairment testing of
intangible assets and property, plant and
equipment
All individual assets are tested
for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
An impairment loss is recognised
for the amount by which the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of
fair value, reflecting market conditions less costs to sell, and
value in use based on an internal discounted cash flow evaluation.
All assets are subsequently reassessed for indications that an
impairment loss previously recognised may no longer exist. Any
impairment is recognised within expenses in the statement of
comprehensive income.
Leased
assets
A lease is defined as 'a contract,
or part of a contract, that conveys the right to use an asset (the
underlying asset) for a period of time in exchange for
consideration'. To apply this definition three key evaluations are
assessed:
• whether the contract
contains an identified asset, which is either explicitly identified
in the contract or implicitly specified by being identified at the
time the asset is made available to the Group
• whether the Group has
the right to obtain substantially all of the economic benefits from
use of the identified asset throughout the period of use,
considering its rights within the defined scope of the
contract
• whether the Group has
the right to direct the use of the identified asset throughout the
period of use. The Group assess whether it has the right to direct
'how and for what purpose' the asset is used throughout the period
of use.
A right-of-use asset and a lease
liability is recognised on the statement of financial position at
the lease commencement date. The right-of-use asset is measured at
cost, which is made up of the initial measurement of the lease
liability, any initial direct costs incurred, an estimate of any
costs to dismantle and remove the asset at the end of the lease,
and any lease payments made in advance of the lease commencement
date (net of any incentives received).
Right-of-use assets are
depreciated on a straight-line basis from the lease commencement
date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. Impairment is
assessed when such indicators exist.
The lease liability is measured on
commencement of the lease at the present value of the lease
payments unpaid at that date, discounted using the Group's
incremental borrowing rate.
Lease payments included in the
measurement of the lease liability are made up of fixed payments
included in the lease agreement.
Subsequent to initial measurement,
the liability will be reduced for payments made and increased for
interest.
When the lease liability is
remeasured, the corresponding adjustment is reflected in the
right-of-use asset, or profit and loss if the right-of-use asset is
already reduced to zero.
Investments in joint
ventures
A joint venture is a joint
arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint arrangement.
Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing
control.
The results and assets and
liabilities of joint ventures are incorporated in these financial
statements using the equity method of accounting.
Under the equity method, an
investment in a joint venture is recognised initially in the
consolidated statement of financial position at cost as at the date
of acquisition and adjusted thereafter to recognise the Group's
share of the profit or loss and other comprehensive income of the
joint venture. When the Group's share of losses of a joint venture
exceeds the Group's interest in that associate or joint venture
(which includes any long-term interests that, in substance, form
part of the Group's net investment in the associate or joint
venture), the Group discontinues recognising its share of further
losses. Additional losses are recognised only to the extent that
the Group has incurred legal or constructive obligations or made
payments on behalf of the joint venture.
Investments
Minority investments in shares are
initially held at cost. Fair value is assessed on an annual basis
and any gain or loss is adjusted through profit and
loss.
Inventories
Inventories are valued at the
lower of cost and net realisable value, after making due allowance
for obsolete and slow moving items. Cost is determined on the basis
of purchase value plus all directly attributable costs of bringing
the inventory to the current location and condition, on a first-in
first-out basis.
Employee
costs
- Employee
compensation
Employee benefits are
recognised as an expense.
- Post employment
obligations
The Group operates a defined
contribution pension scheme for employees. The assets of the scheme
are held separately from those of the Group. The pension costs
charged against profits are the contributions payable to the scheme
in respect of the accounting period.
Taxation
Current tax is the tax currently
payable based on taxable profit for the year.
Deferred income taxes are
calculated using the liability method on temporary
differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. Tax losses available to be carried forward as
well as other income tax credits to the Group are assessed for
recognition as deferred tax assets, insofar as Group companies are
entitled to UK tax credits on qualifying research and development
expenditure, such amounts are presented in the income tax line
within the statement of comprehensive income.
Deferred tax liabilities are
provided in full, with no discounting. Deferred tax assets
are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be
offset against future taxable income. Current and deferred
tax assets and liabilities are calculated at tax rates that are
expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted at the statement
of financial position date.
Changes in deferred tax assets or
liabilities are recognised as a component of tax expense in profit
or loss, except where they either relate to items that are charged
or credited directly to equity in which case the related deferred
tax is also charged or credited directly to
equity, or where they relate to items
charged or credited in other comprehensive income the deferred tax
change is recognised in other comprehensive income.
Foreign
currencies
Monetary assets and liabilities in
foreign currencies are translated into Sterling at the rates of
exchange ruling at the statement of financial position date.
Transactions in foreign currencies are translated into Sterling at
the rate of exchange ruling at the date of the transaction.
Exchange differences are taken into account in arriving at the
operating result.
Financial
assets
The Group classifies all of its
financial assets measured at amortised cost, apart from
investments. Financial assets do not comprise prepayments.
Management determines the classification of its financial assets at
initial recognition.
These assets arise principally
from the provision of goods and services to customers (e.g. trade
receivables), but also incorporate other types of financial assets
where the objective is to hold their assets in order to collect
contractual cash flows and the contractual cash flows are solely
payments of the principal and interest. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions are
recognised based on the simplified approach within IFRS 9 using the
lifetime expected credit losses. During this process the
probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. The Group considers
a financial asset in default when it is unlikely to receive the
outstanding contractual amounts in full. For trade receivables,
which are reported net; such provisions are recorded in a separate
provision account with the loss being recognised within
administrative expenses in the consolidated statement of
comprehensive income. On confirmation that the trade receivable
will not be collectable, the gross carrying value of the asset is
written off against the associated provision.
The Group's financial assets held
at amortised cost comprise trade and other receivables and cash and
cash equivalents in the consolidated statement of financial
position.
The Group has an invoice financing
facility whereby it transfers the rights to the cash flows from the
related receivables to a third party but retains the credit risk by
providing a guarantee. As the Group does not transfer substantially
all the risks and rewards of the receivables, no derecognition of
financial assets is required.
- Cash and cash
equivalents
Cash and cash equivalents comprise
cash in hand and other short-term, highly liquid deposits that are
readily convertible into known amounts of cash and which are
subject to an insignificant risk of changes in value. Cash balances
which are overdrawn are referenced in financial liabilities
below.
Financial
liabilities
The Group classifies its financial
liabilities in the category of financial liabilities at amortised
cost. All financial liabilities are recognised in the
statement of financial position when the Group becomes a party to
the contractual provision of the instrument.
Financial liabilities measured at
amortised cost include:
· Trade payables and other short-dated monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest rate
method.
· Bank, convertible loans and other borrowings are initially
recognised at fair value net of any transaction costs directly
attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised
cost using the effective interest rate method, which ensures that
any interest expense over the period to repayment is at a constant
rate on the balance of the liability carried in the consolidated
statement of financial position. For the purposes of each financial
liability, interest expense includes initial transaction costs and
any premium payable on redemption, as well as any interest or
coupon payable while the liability is outstanding. Redemption of
the convertible loan can be in cash or equity in accordance with
note 19. Convertible loans are classified as financial liabilities
unless and until they are converted into equity. The convertible
loans accrue interest and can be repaid by cash at the Group's
discretion up until the contracted day of conversion.
Unless otherwise indicated, the
carrying values of the Group's financial liabilities measured at
amortised cost represents a reasonable approximation of their fair
values.
Equity settled share-based
payments
All goods and services received in
exchange for the grant of any share-based payment are measured at
their fair values. Where employees and third parties are rewarded
using share-based payments, the fair values of the instrument
granted are determined using the Black-Scholes model. This fair
value is appraised at the grant date. For employees, the fair value
is charged to the statement of
comprehensive income between the date of
issue and the date the share options vest with a corresponding
credit taken to equity. For third parties the fair value is charged
over the length of services received.
Equity
Equity comprises the
following:
· "Share capital" represents the nominal value of equity
shares;
· "Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares,
net of expenses of the share issue and after
capital reduction; and
· "Retained earnings" represents gains
and losses arising from amounts recognised in profit or loss and
the fair value of options granted under the Group's share-based payment
schemes.
Standards and
interpretations adopted during the year
At the date of authorisation of
these annual report and accounts, certain new standards, amendments
and interpretations to existing standards became effective, as they
had not been previously adopted by the Group.
Information on new standards,
amendments and interpretations that are relevant to the Group's
annual report and accounts is provided below. Certain other new
standards and interpretations have been issued but are not expected
to have a material impact on the Group's annual report and
accounts.
Other new effective
Standards and interpretations with no material impact to the
Group
The following new and amended
standards became effective during the current year and have not had
a material impact on the Group's/Company's financial
statements:
· IAS
1 Presentation of Financial Statements: Disclosure of accounting
policies. Effective 1 January 2023
· IAS
8 Accounting policies, changes in accounting estimates and errors
(Amendment): Definition of accounting estimates. Effective 1
January 2023
· IAS
12 Income taxes: Deferred tax relating to assets and liabilities
arising from a single transaction. Effective 1 January
2023
· IFRS
17 Insurance contracts: Amendments in relation to initial
application and IFRS 9 - comparative information. Effective 1
January 2023
New and revised UK-adopted
international accounting standards in issue but not yet
effective
At the date of authorisation of
these financial statements, The Group has not applied the following
new and revised UK-adopted international accounting standards that
have been issued but are not yet effective. The Group does not
expect any of the standards which have been issued, but are not yet
effective, to have a material impact on the Group.
· IAS
1 Presentation of Financial Statements: Amendments in relation to
the classification of liabilities as current or non-current.
Effective 1 January 2024
· IAS
7 Statement of Cash Flows and IFRS 7 Financial Instruments
Disclosures: Amendments in relation to supplier finance
arrangements. Effective 1 January 2024
· IAS
16 Leases: Amendments in relation to lease liability in a sale and
leaseback. Effective 1 January 2024
Other -
The Group does not expect any other standards
issued by the IASB, but not yet effective, to have a material
impact on the Group.
3
Significant accounting estimates and judgements
Estimates and judgements are
evaluated continually and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
actions. Material changes to the estimates and judgements made in
the preparation of the interim statements are detailed in the
notes.
Estimates:
In preparing these accounts the
following areas were considered to involve significant
estimates:
- Recognition of deferred
tax assets
Judgements and estimates relating
to a deferred tax asset are detailed in notes 2 and 8. In
particular, estimates are made as to future revenues which derive
profit and loss projections. However, management does not consider
it appropriate to recognise a deferred tax asset where there is
uncertainty over the amount of future profits. The unrecognised deferred tax asset as at 31 December 2023
was approximately £5,078,000.
-
Investments
Estimates and judgements are made
as to the carrying value of Investments based on the status of the
investment against expectations and the forward-looking prospects.
In order to calculate fair value, judgements and estimates have
been made as to the financing and operating risk of the invested
company, together with the marketability of the investment. The
carrying value of investments as at 31 December 2023 was £130,000.
See note 13.
- Inventory
provisions
Estimates are made as to
impairment provisions to the carrying value of inventories based
whether the items are still sellable and also the expected net
value that can be achieved on sale. The resultant value was
calculated based on net proceeds fairly achievable over the short
to medium term and were based on specific items where saleability
is in doubt, and the dates of the last movements of each stock item
as an indicator to future value except for certain raw material
items which are known to be required in the short term. There is a
provision of £235,000 for the impairment of inventories as at 31
December 2023. See note 15. Shortening the period of last movements
by six months has an effect of increasing the provision by £15,000
as at 31 December 2023.
- Expected credit losses
(ECLs)
Trade receivables are reflected
net of an estimated provision for impairment losses. In line with
IFRS 9, the Group uses an expected credit loss model to determine
the provision for doubtful debts and also specific provisions for
balances for which it has specific concerns over recoverability.
The expected credit loss model involves segmenting debtors into
groups and applying specific percentages to each of the debtor
groupings. The Group has considered the profile of its debtor
balance and has determined that a grouping based on credit terms
and aging is considered the most appropriate. In addition, forward
looking information has been used in the assessment and conclusion
of ECLs in line with the model.
Higher percentages are applied the
longer the term with the customer and the older the debt with the
customer, with the view that there is a greater risk of unforeseen
circumstances arising the further away the settlement date. See
note 16 for further information. At the year end, the Group has
provisions of £75,000 (2022: £78,000) on a total trade receivables
balance of £1,586,000 (2022: £1,901,000) calculated using this
method. An increase of 10% on the ECL as at 31 December 2023 would
increase the provision by £7,000.
Judgements:
In preparing these accounts the
following areas were considered to involve significant
judgements:
- Functional
currency
A significant proportion of the
revenues generated by entities within the group are denominated in
United States Dollars (USD). The functional currency of the Company
and of all individual entities within the Group has been determined
to be Sterling. Identification of functional currencies requires a
judgement as to the currency of the primary economic environment in
which the companies of the Group operate. This is based on analysis
of the economic environment and cash flows of the subsidiaries of
the Group, which has determined, based upon the currency of funding
and operating costs, that the functional currency continues to be
Sterling.
- Development
costs
Judgements by the Directors are
applied when deciding whether the recognition requirements for
development costs have been met. In capitalising these costs,
judgements are made relating to ongoing feasibility and
commerciality of products being developed. In making these
judgements, cash flow forecasts are used, and these include
significant estimates in respect to sales forecasts and future
economic feasibility. See note 12.
4
Segmental information and revenue analysis
The Board has reviewed the
requirements of IFRS 8 "Operating Segments", including
consideration of what results and information the Board reviews
regularly to assess performance and allocate resources, and
concluded that all revenue falls under a single operating segment.
The Board assesses the commercial performance of the business based
upon the revenues of the main products items within its single
operating segment as follows:
|
|
2023
£'000
|
2022
£'000
|
Revenues:
|
|
|
|
d2w masterbatches
|
|
5,221
|
4,768
|
d2p masterbatches
|
|
512
|
793
|
Finished products
|
|
424
|
472
|
Other
|
|
194
|
121
|
|
|
|
|
Total
|
|
6,351
|
6,154
|
The revenues of the Group are
divided in the following geographical
areas:
Geographical area
|
|
2023
£'000
|
2022
£'000
|
|
|
|
|
UK
|
|
428
|
408
|
Europe
|
|
878
|
722
|
North America
|
|
161
|
274
|
Central and South America
|
|
2,066
|
2,582
|
Middle East
|
|
2,073
|
1,183
|
Asia
|
|
745
|
985
|
|
|
|
|
Total
|
|
6,351
|
6,154
|
|
|
|
|
Revenues attributable to the above
geographical areas are made on the basis of final destination of
the customer to which the goods are sold. The geographical areas
above are what the Company considers to be key markets.
Within the above, revenues are
attributed to the following countries which are represented by over
5% of total revenues:
Country
|
|
2023
£'000
|
2022
£'000
|
|
|
|
|
UAE
|
|
1,985
|
803
|
Mexico
|
|
1,455
|
1,659
|
UK
|
|
428
|
408
|
China
|
|
375
|
312
|
France
|
|
354
|
337
|
Other countries
|
|
1,754
|
2,635
|
|
|
|
|
Total
|
|
6,351
|
6,154
|
All revenue is of the same nature,
timing and uncertainty and so the Directors have not provided a
further disaggregation of the revenue beyond the geographical and product analysis provided above. Credits are made to
revenue on agreement of a dispute. Payments are made by customers
either before or after satisfaction of performance obligations
depending on the credit risk associated with the customer. Payments
made before satisfaction of performance obligations are disclosed
as a liability in accounts payable in the financial statements. If
the satisfaction of performance obligations is made before payment,
then the value is included in accounts receivable until
extinguished by the payment.
Products are sold based on quality
criteria, and the Group warrants performance of its products after
appropriate tests and trials are undertaken. Refunds are given or
products are replaced if there is a failure within the product
quality assured by Symphony, or its agreed performance.
Non-current assets of £9,000 are
held outside of the UK (2022: £14,100).
Major customers
There was one customer that
accounted for greater than 10% of total Group revenues for 2023
(2022: one customer). In 2023 the one customer accounted for
£1,863,000 or 29% (2022: £654,000 and one customer being 11%) of
total group revenues. The Group promotes its products through a
global network of distributors and aims to generate revenues from
as many sources as practicable.
5
Operating loss
The operating loss is stated after
charging/(crediting):
|
2023
£'000
|
2022
£'000
|
|
|
|
Depreciation - property, plant and
equipment
Depreciation - right-of-use
assets
|
51
169
|
50
179
|
Loss on disposal of property, plant
and equipment
|
3
|
14
|
Amortisation
|
15
|
14
|
Loss on disposable of intangible
assets
|
28
|
-
|
Research and development
expenditure*
|
210
|
510
|
Fees payable to the Company's
auditor:
Audit related services:
Audit of the annual report and
accounts
|
35
|
30
|
Audit of the annual report and
accounts of the Company's subsidiaries
|
50
|
45
|
Net foreign exchange
loss/(gain)
|
26
|
(29)
|
* Further development expenditure
of £250,000 (2022: £168,000) is included in Development cost
additions - see note 12.
6
Directors and employees
Staff costs (including directors)
during the year comprise:
|
2023
£'000
|
2022
£'000
|
Wages and salaries
|
1,874
|
2,115
|
Social security costs
|
216
|
162
|
Pension contributions
|
127
|
156
|
|
|
|
|
2,217
|
2,433
|
Average monthly number of people (including directors) by
activity:
|
2023
|
2022
|
R&D, testing and
technical
|
6
|
10
|
Selling
|
9
|
11
|
Administration
|
11
|
12
|
Management
|
6
|
7
|
Marketing
|
1
|
3
|
|
|
|
Total average headcount
|
33
|
43
|
Remuneration in respect of the
Directors, who are also the key management, was as
follows:
|
2023
£'000
|
2022
£'000
|
|
|
|
Emoluments (all short term)
|
629
|
590
|
There were no Directors' pension
contributions made during the year (2022: £nil).
The Directors are considered to be
the key management personnel of the Group. Further details on
Directors' remuneration and share options are set out in the
Remuneration Committee Report.
Remuneration in respect to the
highest paid director was as follows:
|
2023
£'000
|
2022
£'000
|
|
|
|
Highest paid director
|
260
|
221
|
7
Finance costs
|
2023
£'000
|
2022
£'000
|
Interest expense:
|
|
|
Bank, invoice
finance borrowings, and other
|
109
|
55
|
Convertible
loan
|
63
|
-
|
Lease interest
(right-of-use assets)
|
17
|
22
|
|
|
|
Total finance costs
|
189
|
77
|
|
|
|
8
Taxation
|
2023
£'000
|
2022
£'000
|
|
|
|
R&D tax credit
|
71
|
120
|
|
|
|
Total income tax credit
|
71
|
120
|
|
|
|
No tax arises on the loss for the
year.
The tax assessed for the year is
different from the standard rate of corporation tax in the UK of
19% up to 31 March 2023 and 25% from 1 April 2023 (2022: 19%). The
differences are explained as follows:
|
2023
£'000
|
2022
£'000
|
|
|
|
Loss for the year before tax
|
(2,251)
|
(3,007)
|
Tax calculated by rate of tax on the
result
|
|
|
Effective rate for year at 23.5%
(2022: 19%)
|
(529)
|
(571)
|
Fixed asset differences
|
1
|
(2)
|
Expenses not deductible for tax
purposes
|
38
|
24
|
R&D tax relief
|
(38)
|
(39)
|
Movement in deferred tax not
recognised
|
451
|
520
|
Surrender of tax losses for R&D
tax credit refund
|
40
|
16
|
R&D tax credit not yet
recognised
|
37
|
52
|
R&D tax credit in respect of
previous periods
|
(71)
|
(120)
|
|
|
|
Total income tax credit
|
(71)
|
(120)
|
Symphony Environmental Limited
continues to undertake research and development work which results
in a research and development tax credit being made repayable to
the company by HMRC in exchange for tax losses surrendered by the
company at a tax rate of 14.5%. As in prior years, the group has
chosen to recognise such cash tax credits in its financial
statements, once the relevant research and development claim has
been accepted and repaid by HMRC. Usually this is shortly after the
submission of the company's tax return. The cash tax credit of
£71,000 shown above relates to a repayment made by HMRC in relation
to the year ended 31 December 2022 (£120,000 relates to the year
ended 31 December 2021).
In calculating the overall tax
charge for the Group for the period, Symphony Environmental Limited
has provisionally included a portion of the anticipated research
and development claim for year ended 31 December 2023 to increase
the trading losses made available for surrender to Symphony
Environmental Technologies plc as group relief. In doing so, the
overall current year tax charge for the Group for the period has
been reduced to £nil. Symphony Environmental Limited intends to
surrender any remaining trading losses, not claimed as group
relief, in exchange for a cash tax credit. The Group expects to be
able to recognise this cash tax credit within next year's financial
statements once this is repaid.
The recognition of the deferred
tax asset is based on sensitising management forecasts to estimate
the future taxable profits against which the losses will be
relieved. Judgements have been made in respect to profitability
going forward based upon current sales leads and market
receptiveness to anticipated product launches.
The Group has not recognised a
deferred tax asset in respect of losses available for use against
future taxable profits due to uncertainties on timing. The Group
has tax losses of approximately £20,600,000 (2022: £18,939,000).
These tax losses have no expiry date. The unrecognised deferred tax
asset in respect of these losses based on latest profit projections
is approximately £5,178,000 (2022: £4,735,000).
These brought forward losses are
subject to the loss restriction rules introduced on 1 April 2017.
Groups with more than £5m taxable profits per annum will only be
able to utilise 50% of their brought forward losses against taxable
profits exceeding the £5m cap. As Symphony does not expect its
taxable profits to exceed £5m in the near to immediate term, it is
not possible to quantify the impact of these changes at this moment
in time.
The UK corporation tax rate
applicable for the year is 19% up to 31
March 2023 and 25% from 1 April 2023 (2022: 19%).
The Group also has gross fixed
assets of £254,000 (2022: £258,000) which give rise to a deferred
tax liability of £63,500 (2022: £65,000). Other gross temporary
differences of £75,000 (2022: £85,000) give rise to a deferred tax
asset of £18,750 (2022: £21,000). The deferred tax liability of
£63,500 (2022: £65,000) is sheltered by the unrecognised deferred
tax asset in respect of losses and temporary
differences.
The unrecognised deferred tax
balances disclosed in the above for 2023 have been calculated at
25%.
9
Earnings per share and dividends
The calculation of basic earnings
per share is based on the loss attributable to ordinary
shareholders divided by the weighted average number of shares in
issue during the year. The calculation of diluted earnings per
share is based on the basic earnings per share, adjusted to allow
for the issue of shares on the assumed conversion of all dilutive
options and warrants.
Reconciliations of the profit and
weighted average numbers of shares used in the calculations are set
out below:
Basic and diluted
|
|
2023
|
2022
|
|
|
|
|
Loss attributable to equity holders
of the Company
|
|
£(2,180,000)
|
£(2,887,000)
|
Weighted average number of ordinary
shares in issue
|
|
184,806,833
|
175,226,254
|
Basic earnings per share
|
|
(1.18)
pence
|
(1.65)
pence
|
|
|
|
|
Dilutive effect of weighted average
options and warrants
|
|
3,686,662
|
7,498,557
|
|
|
|
|
Total of weighted average shares
together with dilutive effect of weighted options- see
below
|
|
184,806,833
|
175,226,254
|
Diluted earnings per share
|
|
(1.18)
pence
|
(1.65)
pence
|
No dividends were paid for the
year ended 31 December 2023 (2022: £nil).
The effect of options and warrants
for the years ended 31 December 2023 and 31 December 2022 are
anti-dilutive.
A total of 12,866,500
options and warrants were outstanding at the end
of the year which may become dilutive in future years.
10
Property, plant and equipment
Year ended 31 December 2023
|
|
Plant &
Machinery
|
Fixtures &
Fittings
|
Office
Equipment
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
At 1 January 2023
|
|
397
|
293
|
138
|
828
|
Additions
|
|
2
|
-
|
82
|
84
|
Disposals
|
|
(14)
|
-
|
(74)
|
(88)
|
|
|
|
|
|
|
At
31 December 2023
|
|
385
|
293
|
146
|
824
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
At 1 January 2023
|
|
305
|
272
|
113
|
690
|
Charge for the Year
|
|
19
|
8
|
24
|
51
|
Disposals
|
|
(13)
|
-
|
(72)
|
(85)
|
|
|
|
|
|
|
At
31 December 2023
|
|
311
|
280
|
65
|
656
|
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
|
At
31 December 2023
|
|
74
|
13
|
81
|
168
|
|
|
|
|
|
|
At 31 December 2022
|
|
92
|
21
|
25
|
138
|
Year ended 31 December 2022
|
|
Plant &
Machinery
|
Fixtures &
Fittings
|
Office
Equipment
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
At 1 January 2022
|
|
387
|
298
|
140
|
825
|
Additions
|
|
10
|
-
|
8
|
18
|
Disposals
|
|
-
|
(5)
|
(10)
|
(15)
|
|
|
|
|
|
|
At
31 December 2022
|
|
397
|
293
|
138
|
828
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
At 1 January 2022
|
|
282
|
269
|
103
|
654
|
Charge for the Year
|
|
23
|
8
|
19
|
50
|
Disposals
|
|
-
|
(5)
|
(9)
|
(14)
|
|
|
|
|
|
|
At
31 December 2022
|
|
305
|
272
|
113
|
690
|
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
|
At
31 December 2022
|
|
92
|
21
|
25
|
138
|
|
|
|
|
|
|
At 31 December 2021
|
|
105
|
29
|
37
|
171
|
11
Right-of-use assets
Year ended 31 December 2023
|
|
|
Land &
buildings
|
Plant &
Machinery
|
Office
Equipment
|
Total
|
|
|
|
£'000
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At 1 January 2023
|
|
|
905
|
-
|
78
|
983
|
Additions
|
|
|
-
|
60
|
-
|
60
|
|
|
|
|
|
|
|
At
31 December 2023
|
|
|
905
|
60
|
78
|
1,043
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 January 2023
|
|
|
545
|
-
|
59
|
604
|
Charge for the Year
|
|
|
160
|
4
|
5
|
169
|
|
|
|
|
|
|
|
At
31 December 2023
|
|
|
705
|
4
|
64
|
773
|
|
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
|
|
At
31 December 2023
|
|
|
200
|
56
|
14
|
270
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
360
|
-
|
19
|
379
|
|
|
|
|
|
|
| |
Right-of-use assets are assets
used by the business under operating lease agreements and accounted
for under IFRS 16. The resultant lease liability is included in
borrowings. See note 19.
Year ended 31 December 2022
|
|
|
Land &
buildings
|
Plant &
Machinery
|
Office
Equipment
|
Total
|
|
|
|
£'000
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
905
|
-
|
70
|
975
|
Additions
|
|
|
-
|
-
|
22
|
22
|
Disposal
|
|
|
-
|
-
|
(14)
|
(14)
|
|
|
|
|
|
|
|
At
31 December 2022
|
|
|
905
|
-
|
78
|
983
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
385
|
-
|
42
|
427
|
Charge for the Year
|
|
|
160
|
-
|
19
|
179
|
Disposal
|
|
|
-
|
-
|
(2)
|
(2)
|
|
|
|
|
|
|
|
At
31 December 2022
|
|
|
545
|
-
|
59
|
604
|
|
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
|
|
At
31 December 2022
|
|
|
360
|
-
|
19
|
379
|
|
|
|
|
|
|
|
At 31 December 2021
|
|
|
520
|
-
|
28
|
548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Intangible assets
Year ended 31 December 2023
|
|
Development
costs
|
Trademarks
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
At 1 January 2023
|
|
2,307
|
142
|
2,449
|
Additions
|
|
250
|
7
|
257
|
Disposals
|
|
-
|
(41)
|
(41)
|
|
|
|
|
|
At
31 December 2023
|
|
2,557
|
108
|
2,665
|
|
|
|
|
|
Amortisation
|
|
|
|
|
At 1 January 2023
|
|
245
|
37
|
282
|
Charge for the Year
|
|
-
|
15
|
15
|
Disposals
|
|
-
|
(13)
|
(13)
|
|
|
|
|
|
At
31 December 2023
|
|
245
|
39
|
284
|
|
|
|
|
|
Impairment
|
|
|
|
|
At 1 January 2023
|
|
1,728
|
-
|
1,728
|
|
|
|
|
|
At
31 December 2023
|
|
1,728
|
-
|
1,728
|
|
|
|
|
|
Net
Book Value
|
|
|
|
|
At
31 December 2023
|
|
584
|
69
|
653
|
|
|
|
|
|
At 31 December 2022
|
|
334
|
105
|
439
|
Development costs are capitalised
in accordance with the policy set out in note 2. Judgements and
estimates applied in accordance with this policy are set out in
note 3. Development costs include a net book value of £584,000
(2022: £334,000). Amortisation will start on completion of the
project in accordance with note 2.
Year ended 31 December 2022
|
Development
costs
|
Trademarks
|
Total
|
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
At 1 January 2022
|
2,139
|
119
|
2,258
|
Additions
|
168
|
26
|
194
|
Disposals
|
-
|
(3)
|
(3)
|
|
|
|
|
At
31 December 2022
|
2,307
|
142
|
2,449
|
|
|
|
|
Amortisation
|
|
|
|
At 1 January 2022
|
245
|
25
|
270
|
Charge for the Year
|
-
|
14
|
14
|
Disposals
|
-
|
(2)
|
(2)
|
|
|
|
|
At
31 December 2022
|
245
|
37
|
282
|
|
|
|
|
Impairment
|
|
|
|
At 1 January 2022
|
1,728
|
-
|
1,728
|
|
|
|
|
At
31 December 2022
|
1,728
|
-
|
1,728
|
|
|
|
|
Net
Book Value
|
|
|
|
At
31 December 2022
|
334
|
105
|
439
|
|
|
|
|
At 31 December 2021
|
166
|
94
|
260
|
13
Investments
The Group holds an investment
interest in the following minority unlisted share.
|
Total
£'000
|
|
|
Investment held at fair
value:
|
|
At 1 January 2023
|
130
|
Net change in fair value
(unrealised)
|
-
|
At
31 December 2023
|
130
|
|
|
At 31 December 2022
|
130
|
The Group has invested £130,000
(1.6%) into Eranova SAS, a French company developing products from
green algae.
The fair value for this
investment, as shown above, is categorised as Level 3 because the
shares were not listed on the exchange but there are inputs that
are directly or indirectly observable.
Sensitivity
analysis
For the fair value of this equity
security as a whole, reasonably possible changes at the reporting
date of one of the significant unobservable inputs, holding other
inputs constant, would have the following effect.
|
|
|
Increase
£'000
|
Decrease
£'000
|
|
|
|
|
|
Adjusted total company value (5%
movement)
|
|
|
7
|
(7)
|
The valuation process relied on the
following factors:
· Equity valuation based on a recent fund raising creating an
arms-length valuation
· Recent fund-raising initiatives by Eranova
· The
current non-marketability of the shares
· Inherent risks surrounding a developing company not at a
fully commercial stage
The Company is parent to the
following subsidiary undertakings
Name
|
Country of incorporation
|
Nature of business
|
Proportion of ordinary
shares held by parent
|
Proportion of ordinary
shares held by the Group
|
|
|
|
|
|
Symphony Environmental
Limited
|
England and Wales
|
Development and supply of
environmental plastic additives and products
|
100%
|
100%
|
D2W Limited
|
England and Wales
|
Dormant
|
0%
|
100%
|
Symphony Recycling Technologies
Limited
|
England and Wales
|
Dormant
|
100%
|
100%
|
Symphony Energy Limited
|
England and Wales
|
Dormant
|
100%
|
100%
|
All of the above subsidiaries are
consolidated in the Group annual report and accounts. The above
companies have their registered offices at 6 Elstree Gate, Elstree
Way, Borehamwood, WD6 1JD.
14
Interest in joint ventures
|
Total
£'000
|
|
|
At 1 January 2023
|
101
|
Share of joint venture total
comprehensive income (see below)
|
(73)
|
At
31 December 2023
|
28
|
The Group has a 46.5% share of
Symphony Environmental India (Private) Limited, a company
incorporated in India.
The primary activity of Symphony
Environmental India (Private) Limited is the marketing and sale of
the Groups d2w and d2p product range in India. The contractual
arrangement provides the Group with only the rights to the net
assets of the joint arrangement, with the rights to the assets and
obligation for liabilities of the joint arrangement resting
primarily with Symphony Environmental India (Private) Limited.
Under IFRS 11 this joint arrangement is classified as a joint
venture and has been included in the consolidated financial
statements using the equity method.
Summarised material financial
information in relation to the joint venture in accordance with
IFRS 12 is shown below.
|
Year to
31
December
2023
£'000
|
Year
to
31
December
2022
£'000
|
|
|
|
Revenue
|
114
|
198
|
(Loss)/profit from continuing
operations (before and after tax)
|
(156)
|
3
|
Total comprehensive
income
|
(156)
|
3
|
Group's share of total comprehensive income
(46.5%)
|
(73)
|
1
|
|
|
|
Current assets
|
117
|
169
|
Non-current assets
|
2
|
1
|
Current liabilities
|
(171)
|
(70)
|
Net assets
|
(52)
|
100
|
Group's share of net assets (46.5%)
|
-
|
48
|
Within current liabilities are
cash borrowings of £141,000 (2022: £29,000). There was no material
cash and cash equivalents at the end of the year (2022:
£nil).
The joint venture's reporting date
is 31 March. The above is based on management information. There
are no unrecognised losses, material capital commitments or
contingent liabilities as at 31 December 2023. There were no
dividends received during the year (2022: £nil).
15
Inventories
|
2023
£'000
|
2022
£'000
|
|
|
|
Finished goods and goods for
resale
|
364
|
671
|
Raw materials
|
281
|
504
|
|
|
|
|
645
|
1,175
|
The cost of inventories recognised
as an expense and included in 'cost of sales' amounted to
£3,035,000 (2022: £3,094,000). There is a provision of £235,000 for the impairment
of inventories (2022: £252,000).
There is no collateral on the above
amounts.
16
Trade and other receivables
|
|
|
|
2023
£'000
|
2022
£'000
|
|
|
|
|
|
|
Trade receivables
|
|
|
|
1,511
|
1,901
|
Other receivables
|
|
|
|
90
|
174
|
VAT
|
|
|
|
18
|
29
|
Prepayments
|
|
|
|
193
|
245
|
|
|
|
|
|
|
|
|
|
|
1,812
|
2,349
|
The Directors consider that the
carrying value of trade and other receivables approximates to their
fair values.
Symphony Environmental
Technologies plc applies the IFRS 9 simplified approach to
measuring expected credit losses (ECL) which uses a lifetime
expected loss allowance for all trade receivables. The ECL balance
has been determined based on historical data available to
management such as adherence to payment terms and length of time to
settle payment, in addition to forward looking information
utilising management knowledge such as the anticipated condition of
the market in which its customers operate. Based on the analyses
performed, management expect that all balances will be
recovered.
Trade receivables are amounts due
from customers for goods sold or services performed in the ordinary
course of business. They are generally due for settlement within
120 days and therefore are all classified as current. The majority
of trade and other receivables are non-interest bearing. Where the
effect is material, trade and other receivables are discounted
using discount rates which reflect the relevant costs of
financing.
The maximum credit risk exposure
at the statement of financial position date equates to the carrying
value of trade receivables. Further disclosures are set out in note
23.
Trade receivables are secured
against the facilities provided by the Group's bankers. As at 31
December 2023, £1,027,000 (2022: £1,530,000) of trade receivables
had been sold to the Group's bankers who are a provider of invoice
discounting services. 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 £616,000 (2022: £857,000) are included in
borrowings (note 19 - invoice finance facility) until the debts are
collected or the Group makes good any losses incurred by the
Group's bankers.
Included in trade receivables are
debtors which are past due but where no provision has been made as
there has not been a change in the credit worthiness of these
debtors and the amounts are considered recoverable. The ageing
analysis of debt taking into account credit terms is shown
below.
Days past
due
|
0 - 30
£'000
|
31-60
£'000
|
61-90
£'000
|
91-120
£'000
|
>120
£'000
|
Total
Gross
£'000
|
ECL
£'000
|
Total Net
£'000
|
31 December 2023
|
1,272
|
0
|
100
|
0
|
214
|
1,586
|
(75)
|
1,511
|
31 December 2022
|
1,488
|
236
|
61
|
19
|
175
|
1,979
|
(78)
|
1,901
|
The ECL is included within debts
past 120 days overdue at 36% for 2023 and 45% for 2022.
17
Cash and cash equivalents
|
|
|
2023
£'000
|
2022
£'000
|
|
|
|
|
|
Cash at bank and in
hand
|
|
|
1,123
|
1,152
|
|
|
|
|
|
|
|
|
1,123
|
1,152
|
The carrying amount of cash
equivalents approximates to their fair values.
18
Equity
|
Group and
Company
|
Group
|
|
Ordinary
shares
|
Ordinary
shares
|
Share
premium
|
Retained
earnings
|
Total
|
|
Number
|
£'000
|
£'000
|
£'000
|
£'000
|
At
1 January 2023
|
184,806,833
|
1,848
|
4,854
|
(4,999)
|
1,703
|
Loss for the year
|
-
|
-
|
-
|
(2,180)
|
(2,180)
|
Share based payments
|
-
|
-
|
-
|
77
|
77
|
|
|
|
|
|
|
At
31 December 2023
|
184,806,833
|
1,848
|
4,854
|
(7,102)
|
(400)
|
|
|
|
|
|
|
At
1 January 2022
|
179,251,277
|
1,793
|
3,910
|
(2,231)
|
3,472
|
Issue of share capital
|
5,555,556
|
55
|
944
|
-
|
999
|
Loss for the year
|
-
|
-
|
-
|
(2,887)
|
(2,887)
|
Share based payments
|
-
|
-
|
-
|
119
|
119
|
|
|
|
|
|
|
At
31 December 2022
|
184,806,833
|
1,848
|
4,854
|
(4,999)
|
1,703
|
During the year the Company issued
nil Ordinary Shares (2022: 5,555,556 ordinary shares) for a net
consideration of £nil (2022:
£999,000).
Ordinary shares in the Company
carry one vote per share and each share gives equal rights to
dividends and to the distribution of the Company's assets in the
event of liquidation.
Share
options
As at 31 December 2023 the Group
maintained an approved share-based payment scheme for employee
compensation. All share-based employee compensation will be settled
in equity. There were no new approved staff options issued in the
year (2022:4,000,000). As at 31 December 2023 there were 2,675,000
approved staff options outstanding (2022: 2,975,000).
The Company has an unapproved
share option scheme which is open to directors and consultants.
Options granted under the scheme are for £nil consideration and are
exercisable at a price equal to the quoted market price of the
Company's shares on the date of the grant. The vesting period is 0
to 12 months. If the options remain unexercised after a period of
2-15 years from the date of grant, the option expires.
The weighted average exercise
price of all of the Group's options are as follows:
|
|
|
2023
Weighted
|
|
2022
Weighted
|
|
|
Number
|
average
exercise
price
£
|
Number
|
average
exercise
price
£
|
|
|
|
|
|
|
Outstanding 1 January
|
|
21,666,500
|
0.15
|
16,441,500
|
0.14
|
Granted
|
|
-
|
-
|
7,725,000
|
0.25
|
Exercised
|
|
-
|
-
|
-
|
-
|
Lapsed
|
|
(8,800,000)
|
0.22
|
(2,500,000)
|
0.40
|
|
|
|
|
|
|
Outstanding 31 December
|
|
12,866,500
|
0.04
|
21,666,500
|
0.15
|
The weighted average exercise
price of options exercised in 2023 was £nil as no options were
exercised during the period (2022: £nil). The number of share
options and warrants exercisable at 31 December 2023 was 12,866,500
(2022: 21,666,500). The weighted average exercise price of those
options and warrants exercisable was 4p (2022: 15p). The weighted
average option and warrant contractual life is fifteen
years (2022: ten years) and the range of exercise
prices is 4.5p to 25p (2022: 4.5p to 30p).
Directors
Directors' interests in shares and
share incentives are contained in the Remuneration Committee
Report.
IFRS2
expense
The IFRS 2 share-based payment
charge for the year is £77,000 (2022: £119,000). This relates to
two schemes as follows:
£30,000 of the charge was
calculated using the Black Scholes model with a three-year term,
risk free rate of 0.48%, volatility of 68.36% (based on 12 months
share price month prior to grant) and dividend yield of
0%.
£47,000 of the charge was
calculated using the Black Scholes model with a two-year term, risk
free rate of 1.60% to 1.72%, volatility of 54.9% (based on 12
months share price movement prior to grant) and dividend yield of
0%.
19
Borrowings
|
|
|
|
|
|
2023
£'000
|
2022
£'000
|
Non-current
|
|
|
|
|
Leases
|
|
|
47
|
181
|
|
|
|
|
|
Current
|
|
|
|
|
Bank overdraft
|
|
|
1,091
|
1,134
|
Invoice finance facility
|
|
|
616
|
857
|
Convertible Loan
|
|
|
1,563
|
-
|
|
|
|
|
|
Borrowings
|
|
|
3,270
|
1,991
|
Leases
|
|
|
187
|
167
|
|
|
|
|
|
|
|
|
3,457
|
2,158
|
|
|
|
|
|
Total
|
|
|
3,504
|
2,339
|
|
|
|
|
| |
The bank overdraft relates to US
Dollars and kept for hedging purposes as at the year end. Interest
is charged on overdrafts at 2.4% above the host countries currency
base rate. The Group also has an invoice finance facility with its
bankers. The bank overdraft and invoice finance facility are
secured by a fixed and floating charge over the Group's
assets.
The main terms of the convertible
loan agreements with Sea Pearl Ventures Limited (who is a 17.4%
shareholder in the Group) are:
· March 2023 loan principal: £1,000,000 (unsecured) of
which £1,000,000 drawn down in the year.
· October 2023 loan principal: £1,000,000 (unsecured) of which
£500,000 drawn down in the year.
· Conversion if not repaid, on 30 September 2024.
· Conversion price: 80% of the volume weighted average share
price for the 3 months prior to conversion.
· Interest: 7% per annum, payable as accrued on repayment
and/or conversion.
· Symphony able to repay the loans in full or in part before
conversion at its discretion.
The repayment dates have since
been extended. See note 24, events since statement of financial
position.
The
Group's leasing activities are detailed in the table
below:
|
|
|
Right-of-use asset
|
Number of assets
leased
|
Remaining
term
|
|
|
|
Head office
|
1
|
1
year
|
Plant & Machinery
|
1
|
3
years
|
Office equipment
|
1
|
Ended in
year
|
Office equipment
|
1
|
4 years
|
The weighted average discount rate
on initial application was 4.5%. None of
the above remaining leases has a remaining option extension, option
to purchase or termination option except for the new plant and
machinery lease for £60,000 which was entered into which has an
option to purchase. The office equipment asset under the lease that
ended in the year was purchased at no additional cost.
The
maturity of lease liabilities are as follows:
Gross payments
|
2023
£'000
|
2022
£'000
|
|
|
|
No later than one year
|
201
|
182
|
Later than one year and no later
than five years
|
55
|
190
|
|
|
|
|
256
|
372
|
During the year the Group had no
other leases other than those included above.
The
following lease payments were made during the
year:
Gross payments
|
2023
£'000
|
2022
£'000
|
|
|
|
Lease capital
|
174
|
167
|
Lease interest
|
17
|
22
|
|
|
|
Total cash outflows
|
191
|
189
|
Reconciliation of liabilities arising from financing
activities
For
the year ended 31 December
2023
|
1 January
2023
£'000
|
Cash flows
£'000
|
Non-cash
changes
£'000
|
31 December
2023
£'000
|
Bank overdraft
|
1,134
|
(43)
|
-
|
1,091
|
Invoice finance
facility
|
857
|
5,686
|
(5,927)
|
616
|
Convertible loan
|
-
|
1,500
|
63
|
1,563
|
Leases
|
348
|
(191)
|
77
|
234
|
|
|
|
|
|
Total liabilities from financing activities
|
2,339
|
6,952
|
(5,787)
|
3,504
|
The non-cash changes for the
invoice finance facility reflects customer receipts repaid directly
to the bank. The non-cash changes for the lease pertain to a new
lease addition of £60,000 and interest of £17,000. The non-cash
changes for the convertible loan is an interest amount of
£63,000.
For
the year ended 31 December 2022
|
1 January
2022
£'000
|
Cash flows
£'000
|
Non-cash
changes
£'000
|
31 December
2022
£'000
|
Bank overdraft
|
677
|
457
|
-
|
1,134
|
Invoice finance
facility
|
-
|
857
|
-
|
857
|
Leases
|
505
|
(189)
|
32
|
348
|
|
|
|
|
|
Total liabilities from financing activities
|
1,182
|
1,125
|
32
|
2,339
|
The non-cash changes relate to a
new lease addition of £22,000, the replacement of a £12,000 lease,
and interest of £22,000.
20
Trade and other payables
Current
|
|
|
2023
£'000
|
2022
£'000
|
Financial liabilities measured at
amortised cost:
|
|
|
|
|
Trade payables
|
|
|
1,158
|
1,395
|
Other payables
|
|
|
35
|
23
|
Social security and other
taxes
|
|
|
136
|
214
|
Accruals
|
|
|
396
|
189
|
|
|
|
|
|
|
|
|
1,725
|
1,821
|
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
ongoing costs. The average credit period taken for trade purchases
is 99 days (2022: 82 days). The Group has financial risk management policies in
place to ensure that all payables are paid within the pre-agreed
credit terms.
The Directors consider that the
carrying value of trade and other payables approximate to their
fair value.
21
Commitments and contingencies
a) Capital commitments
The Group had capital commitments
totalling £nil at the end of the year (2022: £nil).
b) Contingent liabilities
Together with its subsidiary,
Symphony Environmental Limited, the Group's bankers have provided a
Group composite facility of £10,000 and invoice finance facility of
£1.5million (2022: £10,000 and £1.5
million).
22
Related party transactions
Alexander Brennan was a member of
the Board as an executive director until 11 August 2023. The Group
was employing the services of a company which he is a shareholder
and director, Brennan and Partners Limited. While Alexander Brennan
was a member of the Board, the Group has paid £84,600 to Brennan
and Partners Limited (2022: £89,400) for advocacy and other
advisory services in relation to the Group's d2w products in the
UK, Spain and Latin America.
The table below shows the inter
company management charge and interest charge made by Symphony
Environmental Technologies plc to Symphony Environmental Limited
together with the end of year balance due from Symphony
Environmental Limited to Symphony Environmental Technologies
plc.
|
2023
£'000
|
2022
£'000
|
|
|
|
Management charge for the
year
|
380
|
348
|
Interest charge for the
year
|
686
|
469
|
Inter company balance at the end of
the year
|
13,806
|
11,513
|
There were no other related party
transactions during the year (2022: none).
23
Financial Instruments
Classification and measurement
The Group's financial assets and
liabilities, which are all held at amortised cost, are summarised
as follows:
|
2023
£'000
|
2022
£'000
|
Financial assets:
|
|
|
Trade receivables
|
1,511
|
1,901
|
Other receivables
|
90
|
174
|
Cash and cash equivalents
|
1,123
|
1,152
|
|
|
|
|
2,724
|
3,227
|
Financial liabilities:
|
|
|
Trade payables
|
1,158
|
1,395
|
Other payables
|
35
|
23
|
Accruals
|
396
|
189
|
Bank overdraft
|
1,091
|
1,134
|
Leases
|
234
|
348
|
|
|
|
|
2,915
|
3,089
|
The Group's £130,000 carrying
investment in Eranova SAS see note 13, is held at fair
value.
Risk management
The main risks arising from the
Group's financial instruments are liquidity risk, interest rate
risk, currency risk and credit risk. The Directors review and
agree policies for managing each of these risks and they are
summarised below. These policies have remained unchanged from
previous years.
Liquidity risk
The Group seeks to manage
financial risk to ensure financial liquidity is available to meet
foreseeable needs and to invest cash assets safely and
profitability. Short term flexibility is achieved through trade
finance arrangements and overdrafts.
Having reviewed the maturity of
financial liabilities and the forecast cash flows for the
forthcoming twelve month period, the Directors believe that
sufficient cash will be generated from trading operations to meet
debt obligations as they fall due.
The maturity of financial
liabilities as at 31 December 2023 is summarised as
follows:
Gross cash flows:
|
|
Trade and other payables and
accruals
|
Leases
|
Bank overdraft&
other
loans
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Zero to sixty days
|
|
1,589
|
5
|
1,091
|
2,685
|
Sixty one days to three
months
|
|
-
|
48
|
-
|
48
|
Four months to six months
|
|
-
|
47
|
-
|
47
|
Seven months to one year
|
|
-
|
101
|
-
|
101
|
One to three years
|
|
-
|
52
|
-
|
52
|
Four to five years
|
|
-
|
3
|
-
|
3
|
|
|
1,589
|
256
|
1,091
|
2,936
|
The maturity of financial
liabilities as at 31 December 2022 is summarised as
follows:
Gross cash flows:
|
|
Trade and other payables and
accruals
|
Leases
|
Bank overdraft&
other
loans
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Zero to sixty days
|
|
1,607
|
3
|
1,134
|
2,744
|
Sixty one days to three
months
|
|
-
|
46
|
-
|
46
|
Four months to six months
|
|
-
|
44
|
-
|
44
|
Seven months to one year
|
|
-
|
89
|
-
|
89
|
One to three years
|
|
-
|
182
|
-
|
182
|
Four to five years
|
|
-
|
8
|
-
|
8
|
|
|
1,607
|
372
|
1,134
|
3,113
|
Interest rate risk
The Group seeks to reduce its
exposure to interest rate risk where possible, but this is offset
by the availability of trade finance arrangements which are
transaction specific to meet liquidity needs and so have variable
interest rate terms.
Sensitivities have been looked at
in the range of an absolute rate increase of 5% or a decrease of 1%
which enable an objective calculation to be made depending on any
interest rate changes in the future. Any rate changes would be
outside the control of the Group.
The Group's exposure to interest
rate risk as at 31 December 2023 is summarised as
follows:
|
Fixed
|
Variable
|
Zero
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Cash and cash equivalents
|
-
|
1,123
|
-
|
1,123
|
Trade receivables
|
-
|
-
|
1,511
|
1,511
|
Other receivables
|
-
|
|
90
|
90
|
|
-
|
1,123
|
1,601
|
2,724
|
Trade payables
|
|
-
|
(1,158)
|
(1,158)
|
Other payables
|
-
|
-
|
(35)
|
(35)
|
Leases
|
(234)
|
-
|
-
|
(234)
|
Bank overdraft
|
-
|
(1,091)
|
-
|
(1,091)
|
|
|
|
|
|
|
(234)
|
32
|
408
|
206
|
Sensitivity: increase in interest
rates of 5%
|
-
|
2
|
-
|
2
|
Sensitivity: decrease in interest
rates of 1%
|
-
|
-
|
-
|
-
|
The Group's exposure to interest
rate risk as at 31 December 2022 is summarised as
follows:
|
Fixed
|
Variable
|
Zero
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Cash and cash equivalents
|
-
|
1,152
|
-
|
1,152
|
Trade receivables
|
-
|
-
|
1,901
|
1,901
|
Other receivables
|
-
|
|
174
|
174
|
|
-
|
1,152
|
2,075
|
3,227
|
Trade payables
|
|
-
|
(1,395)
|
(1,395)
|
Other payables
|
-
|
-
|
(23)
|
(23)
|
Leases
|
(348)
|
-
|
-
|
(348)
|
Bank overdraft
|
-
|
(1,134)
|
-
|
(1,134)
|
|
|
|
|
|
|
(348)
|
18
|
657
|
327
|
Sensitivity: increase in interest
rates of 5%
|
-
|
1
|
-
|
1
|
Sensitivity: decrease in interest
rates of 1%
|
-
|
-
|
-
|
-
|
Sensitivity shows the effect on
equity and statement of comprehensive income.
Currency risk
The Group operates in overseas
markets and is subject to currency exposure on transactions
undertaken during the year. The Group hedges the transactions
where possible by buying goods and selling them in the same
currency. The Group also has bank facilities available for hedging
purposes.
A summary of foreign currency
financial assets and liabilities as stated in the statement of
financial position together with a sensitivity analysis showing the
effect of a 10% change in rate with Sterling is shown
below:
|
Currency
|
Sterling
balance
2023
£'000
|
Currency
balance
2023
C'000
|
Sterling
balance
2022
£'000
|
Currency
balance
2022
C'000
|
Financial assets
|
Euro
|
39
|
€45
|
235
|
€266
|
Financial liabilities
|
Euro
|
(21)
|
€(24)
|
(98)
|
€(111)
|
Net balance
|
Euro
|
18
|
€21
|
137
|
€155
|
Effect of 10% Sterling
increase
|
|
|
(2)
|
|
(12)
|
Effect of 10% Sterling
decrease
|
|
|
2
|
|
(15)
|
|
|
|
|
|
|
Financial assets
|
USD
|
1,968
|
$2,506
|
1,943
|
$2,695
|
Financial liabilities
|
USD
|
(879)
|
$(1,104)
|
(1,018)
|
$(1,232)
|
Net balance
|
USD
|
1.089
|
$1402
|
925
|
$1,463
|
Effect of 10% Sterling
increase
|
|
|
(88)
|
|
(110)
|
Effect of 10% Sterling
decrease
|
|
|
134
|
|
134
|
|
|
|
|
|
|
Sensitivity shows the effect on
equity and statement of comprehensive income. A 10% change is shown
to enable an objective calculation to be made on exchange rates
which may be assumed for the future.
Credit risk
The Group's exposure to credit
risk is limited to the carrying value of financial assets at the
statement of financial position date, summarised as
follows:
|
2023
£'000
|
2022
£'000
|
|
|
|
Trade receivables
|
1,511
|
1,901
|
Other receivables
|
90
|
174
|
Cash and cash
equivalents
|
1,123
|
1,152
|
|
|
|
|
2,724
|
3,227
|
The credit risk associated with
the cash is limited as the counterparties have high credit ratings
assigned by international credit-rating agencies. The principal
credit risk arises therefore from trade
receivables. The seven largest customer balances at the end
of the year make up 81% (2022: 82%) of the above trade
receivables.
In order to manage credit risk,
the Directors set limits for customers based on a combination of
payment history, third party credit references and use of credit
insurance. These limits are reviewed regularly. The maturity of
overdue debts and details of impairments and amounts written off
are set out in note 16.
Capital requirements and management
Interest bearing loans and
borrowings are monitored regularly to ensure the Group has
sufficient liquidity and its exposure to interest rate risk is
mitigated. Management consider the capital of the Group comprises
the share capital as detailed in note 18 and interest bearing loans
and borrowings as detailed in note 19. The Company satisfies the
Companies Act 2006 requirement to hold £50,000 issued share capital
of which at least 25% is paid up. See note 18.
The Group's capital management
objectives are:
· to
ensure the Group's ability to continue as a going concern;
and
· to
provide an adequate return to shareholders
The Group monitors capital on the
basis of the gearing ratio calculated as net debt divided by total
capital. Net debt is calculated as total borrowings as shown in the
consolidated statement of financial position less cash and cash
equivalents. Total capital is calculated as equity as shown
in the consolidated statement of financial position plus net debt.
The Group's goal in capital management is to maintain an optimal
gearing ratio (the ratio of net debt over debt plus
equity).
The Group manages the capital
structure and makes adjustments to it in the light of changes in
economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares, or sell assets to
reduce debt.
The gearing ratios at 31 December
2023 and 2022 were as follows:
|
2023
£'000
|
2022
£'000
|
Total borrowings (note
19)
|
3,504
|
2,339
|
Cash and cash equivalents (note
17)
|
(1,123)
|
(1,152)
|
Net debt
|
2,381
|
1,187
|
|
|
|
Total equity (note 18)
|
(400)
|
1,703
|
Net debt
|
2,381
|
1,187
|
Overall financing
|
1,982
|
2,890
|
|
|
|
Gearing ratio
|
120%
|
41%
|
The gearing ratio for 2023 is high
due to the low balance sheet total. Within net debt is £1,563,000
representing convertible loans which can be repaid in equity in
accordance with the terms. See Note 19. If converted this would
reduce the gearing ratio to 40% which is in line with management's
working capital financing strategy.
24
Events since statement of financial position date
On 13 March 2024 the conversion
dates of the convertible loans with Sea Pearl Ventures Limited (see
note 19) has been extended by 15 months from 30 September 2024 to
31 December 2025.
On 24 March 2024 the Group raised
£1.4 million of equity by subscription and retail offer.
There have been no other material
events since the statement of financial position date.
25
Availability of report and accounts
The Company will advise when
copies of the annual report and accounts will be sent to
shareholders and be available from the Company's website
www.symphonyenvironmental.com