REG - Symphony Environment - Preliminary Results
06/06/2024 15:30
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RNS Number : 4732R Symphony Environmental Tech. PLC 06 June 2024
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 (http://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
5,221 4,768
d2w masterbatch revenues
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) -
(2,251) (3,007)
Loss for the year before tax
Taxation 8 71 120
(2,180) (2,887)
Loss for the year
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
4,829 5,863
Total assets
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)
(400) 1,703
Total equity
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
5,229 4,160
Total liabilities
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 Share premium Retained Total
capital earnings 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
(522) (1,466)
Net cash used in operating activities
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) -
32 18
Cash and cash equivalents, end of year
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 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'000
Depreciation - property, plant and equipment 51 50
Depreciation - right-of-use assets 169 179
Loss on disposal of property, plant and equipment 3 14
Amortisation 15 14
Loss on disposable of intangible assets 28 -
Research and development 210 510
expenditure*
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 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'000
Highest paid director 260 221
7 Finance costs
2023 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'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 184,806,833 175,226,254
options- see below
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 Trademarks Total
costs
£'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 Trademarks Total
costs
£'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 Decrease
£'000 £'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 Year to
31 December 31 December
2023 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'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 31-60 61-90 91-120 >120 Total Gross ECL Total Net
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'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 2022
£'000 £'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 2022
Weighted Weighted
average average
Number exercise Number exercise
price 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 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'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 Cash flows Non-cash changes 31 December 2023
£'000 £'000 £'000 £'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 Cash flows Non-cash changes 31 December 2022
£'000 £'000 £'000 £'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 2022
£'000 £'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 2022
£'000 £'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 2022
£'000 £'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 Total
loans
£'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 Total
loans
£'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 Currency balance Sterling Currency balance
balance 2023 balance 2022
2023 C'000 2022 C'000
£'000 £'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 2022
£'000 £'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 2022
£'000 £'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 (http://www.symphonyenvironmental.com)
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