Windar Photo Regulatory News (WPHO)

30 June 2021

Windar Photonics plc

("Windar" or the "Company")

Final Results and Notice of AGM

Windar Photonics plc (AIM:WPHO), the technology group that has developed a cost efficient and innovative LiDAR wind sensor for use on electricity generating wind turbines, is pleased to announce its final audited results for the year ended 31 December 2020 ("FY20").

Notice of Annual General Meeting

The Company is pleased to confirm that its Annual General Meetings ("AGM") will be held at the offices of West Hill Corporate Finance Ltd, 85 Gresham Street, London, EC2V 7NQ at 1.00 p.m. on 26 July 2021.

In light of the Coronavirus (COVID-19) pandemic and the restrictions imposed by the UK Government, the Company will convene the AGM with the minimum necessary quorum of two shareholders (which the Company will facilitate), and further shareholders will not be permitted to attend the AGM in person. The Company will include all valid proxy votes (whether submitted electronically or in hard copy form) in its polls at the AGM and the Chair of the meeting will call for a poll on each resolution. The Company accordingly requests that shareholders submit their proxy votes in respect of the resolutions as set out in the Notice of the AGM, electronically or by post in advance, in accordance with the instructions set out in the Notice of the AGM.

Shareholders should submit their votes via proxy as early as possible, and shareholders are requested to appoint the Chairman of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy will not be able to attend the AGM in person or cast the shareholder's vote.

Copies of the Annual Report and Accounts for the year ended 31 December 2020 and the Notice of the Annual General Meeting are available from the Company's website - www.windarphotonics.com

Copies of the Annual Report and Accounts for FY20 and the Notice of the Annual General Meeting will be posted to shareholders today and will be available from the Company's website - www.windarphotonics.com 

Related Party Opinion

Jørgen Korsgaard Jensen, Chief Executive Officer of the Company, has agreed to provide a letter of support to the Company up to a value of €1,000,000 for a period of 12 months from the date of publication of the FY20 final audited results (the "Letter of Support"). If the Company requires to utilise the funds available under the Letter of Support, the funds will be provided on an interest free basis.

The provision of this letter of support to the Company is deemed to be a related party transaction for the purposes of the AIM Rules for Companies. The independent Directors consider, having consulted with the Company's nominated adviser, Cenkos Securities plc, that the terms of the letter of support are fair and reasonable insofar as the Shareholders are concernced.

For further information, please contact:

About Windar:

Windar Photonics is a technology group that develops cost-efficient and innovative Light Detection and Ranging ("LiDAR") optimization systems for use on electricity generating wind turbines. LiDAR wind sensors in general are designed to remotely measure wind speed and direction.

http://investor.windarphotonics.com

Chairman's Statement

Despite a positive start the year with the receipt of the first volume order from the OEM market for the Company's LiDAR wind sensor, the onset of the COVID-19 pandemic had a significant impact on the ability of the Company to deliver orders during the year. Notwithstanding the impact of the global pandemic, the Company generated revenue of €1.3 million, an increase of 13% compared to 2019 (€1.2 million). Coupled with the implementation of cost saving initiatives throughout the Company, the EBITDA loss was reduced by 61% to €1.1 million (2019: loss of €2.8 million).

Total orders received and scheduled for delivery in 2020 amounted to €2.9 million. However, primarily due to the impact of the pandemic delivery of orders amounting to €1.6 million were postponed and rescheduled for delivery in 2021.

The retro-fit market operations were particularly adversely impacted by the onset of the pandemic due to project delays and travel restrictions. However important customer trials under our distribution agreement with Vestas were initiated and finalized in 2020 with very encouraging results Management expect to see the first volume orders and deliveries through this channel to be realised in 2021.

Our continued drive to optimize the cost base of our products has resulted in the Company successfully completing our new OneUnit platform which means the complete with electronic box has been eliminated. All optical and electronic parts now fully integrated in our optical head. With this platform now fully developed, our average production costs going into 2021 are estimated to have reduced by close to 21% compared the average costs at the beginning of 2020. Besides the cost saving the new platform enables a substantial simplification of the installation process of our products bringing additional cost savings to our end users.

Within the various other ongoing development projects good progress has been achieved in 2021. In previous years, the Company was focused on expanding our wind measurements data capabilities beyond the measurement of wind speed and wind direction to include wind turbulence and wake data which today are fully integrated in the entire project range. Going forward and based on new software developments the Company will also be integrating rain intensity data in our product range.

Financial Overview

Revenue during the year increased by 13% to €1.3 million (2019: €1.2 million). Gross profit was up 28% (2019: (47%)) to €0.7 million (2019: €0.5 million).

Net loss for the year before taxes decreased to €1.6 million from €3.3 million in 2019, which included depreciation, amortisation and warrant costs of €0.3 million (2019: €0.3 million).

The Group held cash balances at the end of the year of €0.6 million (2019: €0.8 million).

Trade receivables were €0.4 million (2019: €0.1 million), reflecting that most of the revenue recognized in 2020 was delivered during the last quarter of the year.

The Group has capitalised its continued cost of investment in technology during the year. This amounts to €0.5 million in 2020 (2019: €0.5 million) before grants of €0.2 million (2019: €0.1 million).

During the year, the Group raised €1.0 million before expenses through the issue of share capital.

Outlook

Even though there remain significant project and delivery delays in the first part of 2021 due to aftermath of the global pandemic, the Board expects to see a substantial revenue increase in 2021. This expectation is based on the orderbook at the start of the year which contained a number of orders initially scheduled for delivery in 2020. In addition, the Board expects to receive new orders and has strong expectations for initial volume orders/deliveries under our distribution agreement with Vestas.

Despite the overall encouraging developments, the Group's cash flow position is constantly being monitored with respect to eventual consequences of customer payments and project delays. However, management believe that there are a number of actions available to them in order to manage the cash position if needed.

Positively, the total order inflow in 2020 has been encouraging at €2.9 million which approximately represents the annual break even fix point in the Group. Given the order back-log carried into 2021, orders received and expected new orders the Board believes the Group is in a good position moving forward.

Finally, I would like to take the opportunity to thank the management and staff for their efforts in 2020.

BY ORDER OF THE BOARD ON June 30, 2021

Johan Blach Petersen

Chairman

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2020

All activities relate to continuing operations

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020

The financial statements were approved and authorised for issue by the Board of Directors on June 30 2021 and were signed below on its behalf by:

Jørgen Korsgaard Jensen, Director

Company number: 09024532

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2020

The financial statements were approved and authorised for issue by the Board of Directors on June 30 2021 and were signed below on its behalf by:

Jørgen Korsgaard Jensen, Director

Company number: 09024532

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2020

COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2020

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2020

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2020

1. General information

The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 09024532 in England and Wales. The Company's registered office is 3 More London Riverside, London, SE1 2AQ.

The Group was formed when the Company acquired on 29 August 2014 the entire share capital of Windar Photonics A/S, a company registered in Denmark through the issue of Ordinary Shares.

2. Adoption of new and revised International Financial Reporting Standards

New and amended standards adopted by the Group

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year

beginning on or after 1 January 2020 that would be expected to have a material impact on the Group.

The new IFRSs adopted during the year areas as follows:

The adoption of the new and amendments to IFRSs did not have any significant impact on the financial

statements of the Group and the Company.

The following standards, amendments and interpretations applicable to the Group are in issue but are not

yet effective and have not been early adopted in these financial statements. They may result in

consequential changes to the accounting policies and other note disclosures. We do not expect the impact

of such changes on the financial statements to be material. These are outlined in the table below:

The Directors anticipate that the adoption of these standards and the interpretations in future periods will

have no material impact on the financial statements of the Group.

3. Going Concern

The consolidated financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is anticipated to continue in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.

Based on the Group's latest trading expectations and associated cash flow forecasts, the directors have considered the cash requirements of the Group. The directors are confident that based on the Group's forecasts and projections, taking account of possible changes in trading performance is appropriate to continue to adopt the going concern basis of accounting in preparing these financial statements.

However, Management has noticed the risk of non-payments from customer receivables and the potential for future projects/customer delivery schedules to be delayed due to the general COVID-19 pandemic, which could have a material impact on the outlooking cash flow forecasts.

In the event, for the reasons stated above the timing of the forecast revenue and customer payments were not to be achieved in the periods expected, the Group may need to seek additional funding to cover those periods where there might be a potential shortfall. However, in order to cover any such eventual shortfalls a major shareholder of the Company has already committed to supporting the Company if required for at least 12 months from the date that these financial statements are signed.

Due to primarily the above stated uncertainties regarding the COVID-19 situation, Management highlight the very high levels of uncertainties, which indicates the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. 

4. Accounting policies

Basis of preparation

The consolidated financial statements comprise the consolidated financial information of the Group as at 31 December 2020 and are prepared under the historic cost convention, except for the following:

· share based payments and share option and warrant costs

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRSs") issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs").

The acquisition of the subsidiary in 2014 was deemed to be a business combination under common control as the ultimate control before and after the acquisition was the same. As a result, the transaction is outside the scope of IFRS 3 and has been included under the principles of merger accounting by reference to UK GAAP.

5. Revenue

Disaggregation of revenue

The disaggregation of revenue from contracts with customers is as follows:

Contract liabilities of €215,905 (2019: €69,954) relates to performance obligation under contracts that have not yet been completed and are expected to be met in 2021.

6. Loss from operations

1 Amortisation charges on the Group's intangible assets are recognised in the administrative expenses line item in the consolidated statement of comprehensive income.

7. Segment information

Operation segments are reported as reported to the chief operation decision maker.

The Group has one reportable segment being the sale of LiDAR Wind Measurement and therefore segmental results and assets are disclosed in the consolidated income statement and consolidated statement of financial position.

In 2020, four customers accounted for more than 10 per cent of the revenue each (2019: three customers). The total amount of revenue from these customers amounted to €1,076,841, 81 per cent of the total revenue (2019: €1,028,380 or 88 per cent of the revenue)

Revenue by geographical location of customer:

Geographical information

The parent company is based in the United Kingdom. The information for the geographical area of non-current assets is presented for the most significant area where the Group has operations being Denmark.

Non-current assets for this purpose consist of property, plant and equipment and intangible assets.

8. Directors and employees

The Company has 3 employees (2019: 4), all being the Directors of the Company.

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of Group, and are considered to be directors of the company.

The value of all elements of remuneration received by key management in the year was as follows:

9. Finance income and expense

10. Income tax

The tax credit is recognised as 22 per cent. (2019: 22 per cent) of the company's deficit that relates to research and development costs. Companies in Denmark, who conduct research and development and accordingly experience deficits can apply to the Danish tax authorities for a payment equal to 22 per cent. (2019; 22 per cent) of deficits relating to research and development costs up to DKK 25 million.

 (c) Deferred tax - Group

In view of the tax losses carried forward and other timing differences there is a deferred tax asset of approximately €2,829,139 (2019: €2,549,025) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of sufficient taxable profits in the relevant Company.

(d) Deferred tax - Company

In view of the tax losses carried forward and other differences there is a deferred tax asset of approximately €338,140 (2019: €281,199) which has not been recognised in these Financial Statements, given uncertainty around timing and availability of future profit against which the losses will be able to be used.

All taxes recognized in the statement of Comprehensive income are denominated in DKK.

11. Loss per share

The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:

There is no dilutive effect of the warrants (note 25) as the dilution would reduce the loss per share.

12. Dividends

No dividends were proposed by the Group during the period under review (2019: €Nil).

13. Investment in Subsidiaries

The subsidiaries of Windar Photonics Plc are included in these financial statements in accordance with the merger accounting as set out in the basis of preparation and basis of consolidation in notes 4 and 5, are as follows:

The Company owns 100 per cent. of the issued share capital of Windar Photonics A/S (comprising A Shares of DKK 5,737,800 of 1 DKK each and B Shares of DKK 3,642,592 of 1 DKK each) with CVR number 32157688.

Windar Photonics A/S was incorporated on 28 December 2008 in Denmark and acquired by the Company in August 2014. During the year the Company invested the funds received from the share placing into its main trading subsidiary, Windar Photonics A/S, and a total transfer of funds of €678,156 was made during the year. A further waiver of intercompany receivable due from Windar Photonics A/S of €739,317 was made during the year and treated as capital contribution.

Windar Photonics A/S owns 100 per cent. of the issued common stock of Windar Photonics (Shanghai) Co.,Ltd. Windar Photonics (Shanghai) Co. Ltd. was incorporated on 18 May 2016 in China with a registered capital of USD 200,000 of which USD 200,000 is paid in as per 31 December 2020.

14. Intangible assets

The Group has received public Research and Development Grants of €174,713 (2019: €50,824) in respect of the capitalised research and development. At the end of the year 3 development projects are ongoing which are supported by public Research and Development Grants and outstanding grants which can be claimed in the coming two years amount to €669,605 (2019: €508,722, which could be claimed in the following 3 years).

The company's development projects relate to the development of improved performance and functionality, improved components etc. in the company's products.

Measurement of the development projects are based on realization of the company's business plan and budgets,

particularly realization of expected growth in revenue.

15. Property, plant & equipment

16. Inventory

The cost of inventory sold and recognised as an expense during the year was €655,086 (2019: €639,555).

17. Trade and other receivables

The carrying value of trade and other receivables classified at amortised cost approximates fair value.

Gross carrying amount 1,210 - 904,645 905,855

Loss provision - - (872,617) (872,617)

Net carrying amount 1,210 - 32,028 33,238

Trade and other receivables represent financial assets and are considered for impairment on an expected credit loss model. These assets have historically had immaterial levels of bad debt and are with credit worthy customers, and as the Group trades with a concentrated number of customers and utilises export credit facilities the Group has reviewed trade receivables on an individual basis. Additionally, the Group continues to trade with the same customers and therefore the future expected credit losses have been considered in line with the past performance of the customers in the recovery of their receivables. The implementation of IFRS 9 has therefore not resulted in a change to the impairment provision in the current or prior year.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables. The expected loss rates are based on the Group's historical credit losses experienced over the three year period prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on factors affecting the Group's customers including the area of operations of

those debtors and the advancing market for wind power and the Group's products. The assessment of the expected credit risk for the year has not increased, when looking at the factors affecting the risk noted above.

There is no material difference between the net book value and the fair values of trade and other receivables due to their short-term nature.

Other classes of financial assets included within trade and other receivables do not contain impaired assets.

Of the net trade receivables €Nil (2019: €49,750) was pledged as security for the invoice discounting facility. The Group is committed to underwrite any of the debts transferred and therefore continues to recognise the debts sold within trade receivables until the debtors repay or default. Since the trade receivables continue to be recognised, the business model of the Group is not affected. The proceeds from transferring the debts of are included in other financial liabilities until the debts are collected or the Group makes good any losses incurred by the service provider.

18. Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise the following balances with original maturity less than 90 days:

The Group has restricted cash balances of €33,672 (2019: € 360,000) but a provision of the full amount was made in 2019 and carried over into 2020. The restricted cash balances relate to transactions entered into between the Group and external financial parties. When EKF has credit approved a customer EKF, issues a non-recourse payment guarantee to an external financial party typically of 80% to 90% of the face value of the transaction. Upon shipment of the products, the Group then sells the invoice to the external financial party at face value subject to depositing and pledging a cash amount equal to the difference between the face value of the invoice and the EKF guarantee. When the customer pays typically one year later, the full invoice amount to the financial party, the deposit is paid in full to the Group.

19. Notes supporting statement of cash flows

20. Trade and other payables

The invoice discounting arrangement was secured upon the trade debtors to which the arrangement relates.

There is no material difference between the net book value and the fair values of current trade and other payables due to their short-term nature.

21. Borrowings

The carrying value and fair value of the Group's borrowings are as follows: