TIDMAXS

RNS Number : 8373G

Accsys Technologies PLC

30 November 2020

AIM: AXS

Euronext Amsterdam: AXS

30 November 2020

Accsys Technologies PLC

("Accsys", the "Group" or the "Company")

Interim Results for the six months ended 30 September 2020

Strong sales recovery, improved profitability and good strategic progress

Accsys, the fast-growing and eco-friendly company that combines chemistry and technology to create high performance, sustainable wood building products, announces its interim results for the six months ended 30 September 2020 ("H1 FY 21").

 
                                H1 FY       H1 FY 20    Change 
                                  21                       % 
 Total Group revenue           EUR42.9m     EUR44.0m       (3%) 
 Underlying gross 
  profit                       EUR14.3m     EUR12.8m       +12% 
 Accoya(R) Manufacturing 
  margin(1)                     33.5%        28.6%      +490bps 
 Underlying EBITDA(2)          EUR4.3m      EUR2.5m        +72% 
 Underlying EBIT(3)            EUR1.6m     (EUR0.4m) 
 Underlying (loss) 
  before tax                  (EUR0.1m)    (EUR2.2m) 
 Profit/(loss) before 
  tax                          EUR1.0m     (EUR1.6m) 
 Period end net (debt)(4)     (EUR16.3m)   (EUR59.3m) 
 Accoya(R) sales 
  volume                      26,422m(3)   28,113m(3)      (6%) 
 

Key highlights:

-- Resilient Group revenue performance supported by Accoya(R) sales volumes; Strong rebound and rapid recovery following the significant impact from COVID-19 in April.

-- Improved profitability driven by higher average selling prices: Underlying gross margin of 33% (H1 FY20: 29%) and underlying EBITDA(2) up 72% to EUR4.3m.

-- Accoya(R) business performed strongly driving an EUR2.8m increase in Group operating cashflow(5) to EUR5.4m (H1 FY20: EUR2.6m) together with rigorous working capital management resulting in a EUR8.9m reduction in Group Net Debt in the period.

   --      Good progress on e xecution of strategic growth projects: 

o World-first Tricoya(R) (Hull) plant construction on track to complete Q1 CY2021 with commissioning to follow; Accoya(R) (Arnhem) plant expansion with addition of fourth reactor on schedule.

o Accoya(R) USA JV progressing well, targeting investment decision in H1 CY2021.

-- Ongoing sustainability focus: Review completed with new ESG strategy and metrics published in expanded Sustainability Report(6) ; further aligning to our purpose: Changing wood to change the world.

-- Continued focus on growth strategy and remain on track to deliver our '5x' production capacity target by 2025.

Notes

(1) Accoya(R) Manufacturing margin is defined as Accoya(R) segmental underlying gross profit (excluding Licence income and marketing services) divided by Accoya(R) segmental revenue (excluding Licence income and marketing services) (See note 2 to the financial statements)

(2) Underlying EBITDA is defined as Operating profit/(loss) before Exceptional items and other adjustments, depreciation and amortisation. (See note 4 to the financial statements). Exceptional items included Government payroll related COVID-19 grants received of EUR0.6m

(3) Underlying EBIT is defined as Operating profit/(loss) before Exceptional items and other adjustments. (See note 4 to the financial statements).

(4) Net debt is defined as short term and long-term borrowings (including lease obligations) less cash and cash equivalents. (See note 12 to the financial statements).

(5) Group operating cashflow is Cash inflows from operating activities before changes in working capital.

(6) The ESG report is available on the Accsys website at: www.accsysplc.com/changing-the-world

Robert Harris, CEO commented :

"Accsys has delivered an excellent first half year, underpinned by continued strong demand for our products and supported by our operational agility which allowed us to adapt quickly in the face of the pandemic. Sales of our sustainable, high-performance Accoya(R) and Tricoya(R) wood products bounced back rapidly as the initial disruptions from lockdown measures eased, and as we adapted to better manage these challenges. We have built on this with continued good progression in our profitability.

"Whilst COVID-19 continues to cause uncertainty more generally and there remains a consequent risk of further disruption, the second half of the financial year has started well without the disruption experienced during the first lockdown. Strong demand has continued, with record sales levels in October whilst production is being maintained at capacity levels.

"Execution of our strategic growth plans progressed well during the period as we work to expand our production capacity to meet untapped global demand. Construction of the world's first Tricoya(R) production plant, in Hull, UK, remains on track and has accelerated after the initial more severe lockdown. The erection of the acetylation tower structure was completed in October. Additionally, the project to expand our Accoya(R) plant in the Netherlands remains on schedule. We also continue to make good progress in evaluating the construction of a facility in North America with Eastman to serve this significant and growing market.

"Sustainability sits at Accsys' core and we have today published our Sustainability Report, setting out our ESG strategy, framework and priorities aligned to our purpose: Changing wood to change the world.

"Our IP and processes ensure that our products benefit from strong competitive advantages and are aligned to the global shift in consciousness towards sustainability. Looking ahead, we continue to see significant growth potential and opportunity for expansion".

There will be a presentation relating to these results at 10:00am UK time on 30 November 2020. The presentation will take the form of a webcast and conference call, details of which are below:

Webcast link (for audio and visual presentation):

Click on the link below or copy and paste ALL of the following text into your browser:

https://edge.media-server.com/mmc/p/x5ua67pi

Conference call details (audio only - not recommended for use in conjunction with the webcast link):

Event Passcode : 5193925

Local - United Kingdom: +44 (0) 2071 928338

National free phone - United Kingdom: 0800 279 6619

Local - Amsterdam, Netherlands: +31 (0) 207 956 614

National free phone - Netherlands: 0800 023 5015

Local - USA: +1 6467 413 167

National free phone - USA: 18 778 709 135

Ends

For further information, please contact:

 
 Accsys, Investor Relations                   ir@accsysplc.com 
  Sarah Ogilvie 
 
   Numis Securities (London)                    +44 (0) 20 7260 
   Oliver Hardy (NOMAD), Ben Stoop              1000 
 
   Investec Bank plc (London)                   +44 (0) 20 7597 
   Carlton Nelson, James Rudd, Alex Wright      5970 
 
   ABN Amro (Amsterdam) 
   Richard van Etten, Geertje Cornelissen       +31 20 344 2000 
 FTI Consulting (UK)                          +44 (0) 20 3727 
  Matthew O'Keeffe, Alex Le May                1340 
 
   Off the Grid (The Netherlands) 
   Frank Neervoort, Yvonne Derske               +31 681 734 236 
 

Chief Executive's statement

Introduction

I am very pleased to report results for the six months ended 30 September 2020 that demonstrate the resilience of our business and the continuing strong demand for our products. We have also made good progress in executing our growth strategy and our core purpose of "Changing wood to change the world" as well as building our organisational capability.

In the period we re-launched our key values. Firstly, we value ambition and our results reflect our determination to grow our company, and the demand and the sale of our products. Secondly, we respect and value all stakeholders. COVID-19 remains a global event that challenges all organisations to reflect on how they support and ensure the health and well-being of their people, and I am proud of the actions Accsys has and will continue to take in this regard. Finally, we are committed to safety, quality and sustainability.

Today we are also launching our Sustainability Report, representing the first formal output from our on-going program me to comprehensively review and measure our approach to Environment, Social and Governance ('ESG') matters. This programme will ensure that these key matters are aligned with our corporate purpose and the management of them is embedded in our organisation as we continue our growth journey.

We remain committed to our strategic priorities that will enable us to achieve our goals and fulfil the substantial growth potential in our markets. In the period, we have made good progress in our development of new production capacity and global expansion, both in our Accoya(R) plant expansion at Arnhem, Netherlands, and in our Tricoya(R) new plant construction at Hull, UK, as well as in our US and Malaysian market expansion plans.

COVID-19

Our ongoing priority in managing the effects of COVID-19 across our business is to protect the health and safety of our people. The protocols we have introduced for our operational site-based employees include changing site workflow practices and shift patterns. This has given us greater adaptability in managing COVID-safe government working protocols than previously. The remainder of our workforce continues to be successfully flexed to home working around the applicable government rules and employees' personal circumstances. I am proud of the way our people have handled the challenges presented by COVID-19 and how we have together adapted and responded to these dynamic times.

Preserving our balance sheet and ability to execute our growth plans remains a key focus. COVID-19 and the measures taken by governments to reduce the spread of the virus caused lower than previously anticipated sales during a period when Accsys was part-way through the completion of significant capacity expansion projects. Ensuring that we can continue to allocate our capital to these long-term growth projects remains an important area of focus. This has been enabled through strong cost and working capital management including reducing third party costs and non-essential hiring and temporary salary reductions. Together these have helped reduce our net debt in the period by EUR8.9m.

As previously announced, Accoya(R) sales recovered quickly after the initial pandemic disruption in April, due to the continued strength in demand for the product. We have been agile in our operations, redirecting sales volumes geographically to mitigate disruption and optimising our annual site shutdown timing around COVID-19. We continued to work on developing market awareness and long-term demand for our products. Both Accoya(R) and Tricoya(R) are products that are and will increasingly disrupt traditional wood building product markets. We are starting to move beyond traditional B2B marketing and helping end-consumers directly understand their product substitution choices and leading them away from less sustainable and lower performance materials. This will help grow underlying market demand further and increase brand recognition, which we believe, will help drive sales volumes as our future increased production capacity comes online.

Summary of results

The Group has delivered excellent financial performance against the backdrop of COVID-19, with strong EBITDA growth and strong cash-flow driven by our Accoya(R) business.

Total revenue for the six months ended 30 September 2020 reduced by 3% to EUR42.9m (H1 FY20: EUR44.0m). Accoya(R) sales volumes of 26,422 cubic metres represent a 6% reduction compared to last year due to COVID-19 impacting sales in April when customer supply chains were initially disrupted. Sales volumes recovered strongly since then with demand exceeding our production capacity in the latter part of the period, a trend which has continued into the second half of the year.

Average sales prices improved as a result of price increases for Accoya(R) customers from 1 January 2020 and the taking over of sales directly to the former Cerdia region from 1 April 2020. This improved pricing helped underlying gross margin to increase to 33% compared to 29% last year, when also taking account of EUR0.4m of licence income relating to the new Accoya(R) joint venture with Eastman in the USA.

As a result, and with an on-going focus on operating costs, which remained relatively stable in the period, group underlying EBITDA increased by 72% to EUR4.3m (H1 FY20: EUR2.5m). Gross contribution continues to be impacted by the proportion of sales used towards the production of Tricoya (R) ahead of the Hull plant being completed, with the proportion increasing from 23.5% to 27.5% of the total volume sold in the period. This increase in part reflected the ability to redirect production volumes during the start of the period which was most impacted by COVID-19.

Net debt decreased to EUR16.3m at 30 September 2020 from EUR25.2m as at 31 March 2020. The EUR8.9m decrease was due to EUR9.7m in-flow from operating activities (H1 FY20: EUR2.6m) reflecting the strong operational cashflow being generated by the Group together with positive changes in working capital, helped by careful management of inventory and receivables given the uncertainty arising from COVID-19. Investment in property, plant and equipment included additions excluding capitalised interest of EUR9.8m predominantly related to the construction progress on the Tricoya(R) plant in Hull, offset by a EUR6.1m movement in capex payables, due to the milestone nature of the construction. A EUR3.2m non-cash movement decreasing Net debt was also reflected, with the Cerdia termination fee offset against the Cerdia loan from the start of April 2020, as previously reported.

Accoya (R) - Global performance

 
                             Six months   Six months              Year 
                              ended 30     ended 30      Change    ended 
                              September    September               31 March 
                              2020         2019                    2020 
 Accoya (R) sales volume 
  - cubic metres             26,422       28,113       (6%)       57,842 
                            -----------  -----------  ---------  ---------- 
 Underlying Accoya(R) 
  segmental revenue          EUR41.8m     EUR43.7m     (4%)       EUR90.0m 
                            -----------  -----------  ---------  ---------- 
 Accoya (R) sales revenue    EUR38.7m     EUR40.2m     (4%)       EUR82.8m 
                            -----------  -----------  ---------  ---------- 
 Licence income(1)           EUR0.4m      -                       EUR3.2m 
                            -----------  -----------  ---------  ---------- 
 Acetic acid sales           EUR2.6m      EUR3.3m      (21%)      EUR6.7m 
                            -----------  -----------  ---------  ---------- 
 Manufacturing margin 
  - %                        33.5%        28.6%        +4.9%      30.0% 
                            -----------  -----------  ---------  ---------- 
 Underlying EBITDA           EUR9.2m      EUR7.6m      +21%       EUR16.9m 
                            -----------  -----------  ---------  ---------- 
 Underlying EBIT             EUR7.0m      EUR5.3m      +32%       EUR12.6m 
                            -----------  -----------  ---------  ---------- 
 

1 - FY20 Licence income was reported as exceptional income and relates to the Cerdia termination agreement

Overall, the Accoya(R) business continued to perform strongly in H1 FY21 with strong EBITDA growth and a good cash flow performance.

Revenue from the sale of Accoya (R) decreased by 4% to EUR38.7m in the first half of the year compared to the equivalent period in the previous year. This was due to a 6% reduction in Accoya(R) volumes sold, largely as a result of the COVID-19 disruption to our sales channels in the first quarter. Sales returned quickly to pre-COVID-19 levels in the second quarter and demand is now exceeding our production capacity with strong underlying demand for Accoya(R) .

The reduction in volumes was partially offset by an increase in the average sales price. Price rises were implemented for all customers, including all Accoya (R) customers from 1 January 2020, and have been maintained through the COVID-19 period. From 1 April 2020, we have successfully transitioned the European markets into our direct sales and marketing channels, which were previously under exclusive licence to Cerdia. This has also supported improved profitability by the removal of previous discount arrangements with Cerdia.

A further price increase has been announced to our customers in the final quarter of this calendar year to reflect anticipated raw material cost increases and strong product demand.

 
 Sales volume by    H1 FY21   H1 FY20   Increase 
  region 
                         m3        m3          % 
  UK & Ireland        5,878     8,048      (27%) 
  Rest of Europe      7,102     6,236        14% 
  Tricoya(R)          7,275     6,620        10% 
  Americas            2,231     3,111      (28%) 
  Benelux             2,461     2,010        22% 
  Asia-Pacific        1,316     1,880      (30%) 
  RoW                   159       208      (24%) 
 
                     26,422    28,113       (6%) 
                   ========  ========  ========= 
 

Sales by region varied as some regions particularly in the UK and USA which were impacted more significantly by COVID-19 in the first quarter than others. This was partially offset by redirecting sales to less affected markets in this period, including to Germany, the Nordic region and to our Tricoya (R) customers.

The transition of Cerdia's customers to Accsys on 1 April 2020 was implemented smoothly and this also enabled us to implement a sales and marketing campaign in Germany stimulating new sales despite it then being a very uncertain time due to COVID-19.

As noted above, sales to our Tricoya(R) licensees for the production of Tricoya(R) panels increased resulting in 27.5% of total sales volumes (H1 FY20: 23.5%). Together with price increases, this resulted in revenue to Tricoya (R) customers increasing by 22%.

The first half of the year included our annual maintenance shut down for our Accoya (R) plant which was completed successfully and ahead of schedule to take advantage of reduced production levels when COVID-19 was causing significant uncertainty. Following this, we have operated all three Accoya (R) reactors at full capacity to meet demand.

Accoya (R) manufacturing gross margin increased to 33.5% (H1 FY 20: 28.6%). Most of the increase was due to the price increases referred to above as well as changes in the sales mix.

Raw wood input prices remained relatively stable in the period, however the cost of acetic anhydride, our key chemical raw material, reduced compared to last year as a result of the reduction in oil prices globally. We anticipate some increases in raw material prices in the second half of the year, although expect this to be met by the sales price increases already announced to our customers.

Accoya (R) strategic progress

We have continued to progress our planned expansion of Accoya (R) production capacity at our existing Accoya (R) plant in Arnhem by 33% to 80,000 cubic metres by adding a fourth reactor. An engineering, procurement and management services contract for the project has been entered into and various workstreams are underway including detailed engineering. Key long lead-time equipment orders have been placed including the reactor itself. Construction is targeted to commence once the necessary permits are in place. The broader expansion project also includes increased chemical storage and a planned upgrade of our wood handling equipment, which is also being progressed. The expansion remains on track to be operationally complete by the end of Q1 calendar year 2022. Our plans on this project will provide Accsys with greater control over timing, should COVID-19 cause unexpected disruption impacting our sales more significantly in the future.

In August 2020 we formed a joint venture with Eastman Chemical Company (NYSE: EMN), a world leader in the production of acetyls, in respect of a proposed Accoya(R) plant in USA. This represents the first stage of our operational expansion outside of Europe and into the largest market opportunity for Accoya(R) . It would allow us to replicate our established Accoya(R) business and technology geographically into a market with significant potential and represents a compelling commercial opportunity.

The JV and an associated licence agreement with the new JV company, "Accoya USA LLC" were the first formal step in the planning for an Accoya(R) plant in the USA. Work is now progressing in a number of areas including developing site-specific engineering plans and detailed capex estimates, the formalising of working protocols between the parties as well as examining financing options. We expect to complete these workstreams in the first half of the 2021 calendar year, enabling a full investment decision to be made in the next financial year.

Tricoya (R)

Strategic progress

Our construction of the world's first Tricoya(R) plant at Hull made good progress in the period and remains on track to be completed in Q1 calendar year 2021, followed by commissioning and to be operational in the first half of calendar year 2021.

As previously reported, construction work on the Tricoya(R) plant in Hull was impacted by COVID-19. Since the initial disruption on site work has accelerated, and we continue to work with the lead contractor to ensure construction work is completed as quickly and as safely as possible. We reached an important milestone in October when the top three floors of the nine-floor acetylation tower were lifted into place. Remaining work to complete the construction, including mechanical and electrical work, is also progressing well with the number of staff on site having increased.

We continue to work with the lead engineering contractor to plan the necessary commissioning activities which will follow this and remain confident that we will be able to benefit from the additional capacity from the first part of the new financial year.

We continue to work towards minimising costs on the project and to ensure that additional costs arising due to the unprecedented nature of the delays, are not material to the project as a whole. Our planning allows for the plant to ramp-up production to full capacity over approximately three years following start-up. This reflects that this is the first plant of its type and that various modifications and operating improvements may be identified once the plant is operational. Once at capacity, we continue to expect that a gross margin of approximately 40% should be achievable. This is higher than the Accoya(R) plant gross margin due to lower wood input costs and a higher level of automation attributable to the continuous process used for the Tricoya (R) process.

We are also exploring the opportunity to expand Tricoya(R) production into Malaysia. A feasibility study continues to be progressed with PETRONAS Chemicals Group Berhad for the construction of a Tricoya(R) plant in Malaysia. As previously reported, the full decision to progress with the plant will follow after the Hull Tricoya(R) plant becomes operational in order to ensure that any engineering learnings can be factored into the Malaysian plant design.

Following the announcement by BP, a minority investment partner in the Tricoya(R) consortium, in June 2020 to sell its petrochemicals business to Ineos, we have started the process of discussing future plans with Ineos once the changeover which includes BP's Tricoya(R) stake is complete, and we look forward to working with Ineos in the future.

Group Strategic Development

With the significant global market opportunity for our products, building additional production capacity in global markets is a key element of our growth strategy. In the first half of FY2021, we have continued to develop the group by investing in people and processes to better support our growth including through a programme focussing on operational effectiveness and addressing areas identified from the employee engagement survey carried out at the end of last financial year. We are also developing processes and systems to support our growth and ensure that the group can expand effectively including into new locations.

While developing and building world-first, market-disruptive technology has its inherent challenges, as an organisation we are increasing our focus on the execution of our construction and other development projects. Our construction planning and project management approaches are incorporating more detailed engineering principles in order to improve delivery.

The launch at the end of the last financial year of Accoya(R) Color, a true colour wood product that is tinted throughout, has gone well with the first commercial orders received in the period and with increasing demand. While the production ramp-up and limited Accoya(R) stock availability will limit near term sales as anticipated, we expect increased Accoya(R) Color sales in the medium term.

Intellectual property

Accsys continues to invest heavily in growing, researching, developing and protecting its valuable portfolio of intellectual property and confidential information. We have recently reviewed and implemented new improved procedures seeking to safeguard as much as possible our proprietary information and are working with teams across the Group to ensure better understanding of, and training on, our confidentiality protocols.

Accsys's patent portfolio totals 330 patent family members, covering 27 distinct inventions in over 40 countries. Over 60% of the patent family members have now been granted, including 17 of the 27 distinct inventions in Europe, USA or China. By using a combination of patenting and know-how we continue to invest in the generation and protection of core technologies associated with our current and future plants for the production of Accoya(R) and Tricoya(R) wood products.

Our principal trademark portfolio covers our brands Accoya(R) , Tricoya(R) , the Trimarque device and Accsys(R) , protected by registration in over 60 countries, with recent trademark activity focused on increasing the strength of those brands, and securing protection for the new corporate logo and our 'changing wood to change the world' strapline.

Accsys continues to maintain an active watch on the commercial and IP activity of third parties to ensure its IP rights are not infringed, and to identify any IP which could potentially hinder our commercial activity. Accsys has recently conducted an additional worldwide patent search which has reconfirmed our freedom to operate position, as we continue our Accoya(R) joint venture in the United States and our plans for a Tricoya(R) joint venture in Malaysia.

Health and safety

As Accsys continues to grow, safety remains one of our core values and an area we have worked hard to develop improvement in our safety process, policies and metrics such as lost time incident rates.

Unfortunately we have recorded an incident resulting in a serious injury to one of our contractors. The incident, involving a routine operation at the Arnhem production plant, has been investigated and root cause has been established. A number of important actions to further improve protocols have arisen from it.

The incident serves as a reminder that health and safety of our employees, partners, contractors and other associates and stakeholders must remain the top priority as Accsys continues to grow to more sites and geographies.

Environment, Social and Governance

We are very pleased to launch our Sustainability Report following the commencement of our project to enhance and embed ESG practices in the group. While sustainability lies at the heart of Accsys given the green credentials of our products, our ESG programme began with a materiality assessment, which included a stakeholder engagement survey, to help us identify the most important topics relevant to Accsys and our stakeholders.

We have since developed the first steps of putting in place more detailed measures to enable us to monitor and report our progress and these are set out in the Sustainability Report. We believe that this will help our stakeholders to better understand the positive impact Accsys has but will also enable us to frame our ambitions for the future in a way which will provide greater value as we grow. In our report, we identify the 10 issues and impact areas that are most relevant and important to us as an organisation, and to our stakeholders, following the extensive research and stakeholder consultation process. Under these 10 issues we have identified over 30 themes and goals and developed action plans.

Our 10 key issue and impact areas are:

-- Governance, management & advocacy: We strive for first-class governance, management and stakeholder relationships to sustain our growing scale.

-- Health & safety: Targeting zero harm by practising continuing health and safety excellence, improved monitoring, and embedding the importance of health and safety in our company culture.

-- People & wellbeing: Ensuring the wellbeing of our people through employee engagement, diversity and inclusion, development and talent management, and rewards and recognition.

-- Innovation & technology: Innovating and utilising technology with sustainability and quality as our goals, going above and beyond to make a positive impact on a global scale.

-- Fair & ethical conduct: Upholding our commitment to high ethical standards, ensuring our processes and procedures are strengthened as we continue to grow.

-- Sustainable & quality products: Ensuring our products continue to meet high standards of quality and sustainability by achieving accreditations and certifications - while always meeting our customers' needs.

-- Responsible sourcing: Sourcing timber responsibly, working with our suppliers to ensure our needs are met and forging new partnerships to ensure the secure supply of sustainable materials.

-- Energy & climate change: Mitigation, adaptation and life-cycle impact - commitment to monitoring, managing and reducing the overall negative impacts of our operations, while maximising the beneficial impacts of our business and products on the world.

-- Ecological footprint: Working to minimise the ecological impact of our operations, particularly focusing on reducing water and waste, and adopting a circular economy approach to materials use instead of 'take-make-waste'.

-- Society & communities: Creating a positive environmental and social impact through a variety of activities aligned with our purpose of "Changing wood to change the world".

To make sure these issues are core to our ongoing growth, success and overall strategic development, we have aligned these issues to our purpose, which together form the framework for our ESG strategy. Under each of these 10 issues, we have identified an expanded set of reporting metrics, and a timeline for the ongoing development and expansion of our ESG activities.

Outlook

I have now been with Accsys for a year. While COVID-19 has made it a dynamic first 12 months as we navigated the changing landscape, I have been incredibly impressed by the commitment, talent and ambition of our people here at Accsys. As a company, there is a deep passion and belief in our products and purpose, and strong skill and experience across the organisation. This will support us as we propel forwards to execute our growth plans and achieve our goals.

The resilient performance of our business in such a challenging period confirms the underlying strength of our products and the significant demand and growth opportunity ahead of us.

While COVID-19 continues to cause uncertainty more generally and there remains a consequent risk of further disruption, the second half of the financial year has started well without the disruption experienced during the first lockdown. Strong demand has continued, and production is being maintained at capacity levels. October saw record sales levels with demand continuing through November. In addition, construction activity in Hull has also continued throughout this period.

Looking further ahead, we continue to focus on our key strategic pillars of growing product demand, practicing manufacturing excellence, developing our technology and building our organisational capability.

We continue to see significant long-term growth potential and significant opportunity for expansion. We remain on track to deliver our '5x' production capacity growth target by 2025, by increasing our global production capacity from 40,000 cubic metres in 2019 to the equivalent of 200,000 cubic metres.

The next additional capacity is expected to come on stream early in the next financial year, with the Hull plant creating much needed dedicated Tricoya (R) capacity, but also freeing up production capacity in the Accoya (R) plant in Arnhem. This would bring us to a combined 100,000 m(3) equivalent annual production capacity once the Hull plant is live. The 4(th) Accoya (R) reactor is on track to then increase total group capacity to the equivalent of 120,000 cubic metres by March 2022, which will be double today's capacity. The potential Accoya (R) plant in the USA provides a significant opportunity to target a key growth market by providing us with a second Accoya (R) plant. The progression of the Group's operations into new geographies also requires us to invest more in our organisational capability to ensure we maintain our growth trajectory.

Looking at our profitability, following our tight control and temporary reductions in costs in H1 FY21 around COVID-19, we expect our cost base to increase marginally in H2 FY21 as we resume some initiatives and spending to support growth. Longer term, we expect to continue to achieve improving profitability as each step in our growth journey allows us to significantly increase the level of sales and take advantage of economies of scale associated with higher operating levels.

While being mindful of the challenges the pandemic presents, I remain confident in the significant long-term growth opportunities ahead and in our ability to execute our strategy in pursuit of sustainable growth.

Rob Harris

Chief Executive

27 November 2020

Financial Review

Introduction

Accsys made excellent financial progress in the first half of the 2021 financial year. The Group delivered a resilient revenue and Accoya(R) sales volume performance during the first half, with a strong and rapid recovery following the significant impact from COVID-19 in April on sales. Despite the challenges of COVID-19, we were pleased to deliver an increase in underlying EBIT of EUR2.0m to EUR1.6m (H1 FY20: loss of EUR0.4m), principally driven by a 490bps increase in our Accoya(R) manufacturing margin to 33.5% (HY1 FY20 : 28.6%).

The Accoya(R) business continued to perform strongly driving a EUR2.8m increase in Group operating cashflow before working capital changes to EUR5.4m (H1 FY20: EUR2.6m) resulting in a EUR8.9m reduction in Group Net Debt in the period.

Statement of comprehensive income

Group revenue decreased by 3% to EUR42.9m for the six months ended 30 September 2020 (H1 FY20: EUR44.0m).

Accoya(R) sales volumes were 6% lower, but recovered strongly following the impact to sales volumes in April 2020 (down 35% year on year) resulting from COVID-19 disrupting our distribution channels, with customer demand exceeding our production capacity by the end of the period. The lower sales volumes were partially offset by higher average selling prices resulting in revenue from Accoya(R) wood decreasing by only 4% to EUR38.7m. The Group benefited from full price sales to the former "Cerdia" region during the period, following the early termination of the commercial agreements with Cerdia International Gmbh ("Cerdia") effective from 1 April 2020.

Included within Accoya(R) wood revenue are sales for the manufacture of Tricoya(R) panels, which increased by 22% to EUR8.3m (H1 FY20: EUR6.8m). These sales are used to develop the market for Tricoya(R) products, ahead of the start-up of the Tricoya(R) plant, currently under construction in Hull.

Tricoya(R) panel revenue of EUR1.1m (H1 FY20: EUR0.1m) represented sales of Tricoya(R) panels, purchased from our Tricoya(R) licensees, to sell into other geographies in order to provide initial market seeding material for the global Tricoya(R) market.

Licence revenue of EUR0.4m was attributable to the licence agreement entered into with Accoya USA LLC, a JV company formed with Eastman Chemical Company, with the intention to construct and operate an Accoya(R) wood production plant to serve the North American market. Accoya USA LLC is accounted for as a joint venture and equity accounted for in these interim results. Licence revenue of EUR0.3m was reflected in our Tricoya(R) segment in the prior year period.

Other revenue of EUR2.7m (H1 FY20: EUR3.5m) predominantly relates to the sale of acetic acid, with the decrease on the prior year period principally due to lower average acetic acid prices and lower production levels during the period.

Underlying Gross margin increased from 29.0% to 33.3% compared to the prior year period, with the Accoya(R) manufacturing gross margin also increasing by 490bps to 33.5%. These increases were principally driven by higher average selling prices but also due to lower average net acetyls prices. 28% of Accoya(R) sold in the period was sold at discounted prices (for Tricoya(R) panels manufacture). This compared to 46% in the prior year which included sales to Cerdia and for Tricoya(R) , noting the commercial agreements with Cerdia were terminated with effect from 1 April 2020.

Underlying other operating costs excluding depreciation and amortisation, decreased from EUR10.3m to EUR10.0m. This decrease was largely due to COVID-19 related temporary salary reductions for employees (including for the directors and senior management team) amounting to EUR0.3m. These mitigating actions together with careful cost management during the period more than offset the increase in average headcount of 14 compared to the prior year period.

Depreciation and amortisation charges were largely in line with the prior year.

Underlying finance expenses decreased to EUR1.7m (H1 FY20: EUR1.8m) in line with lower average Borrowings.

Exceptional items in the period included COVID-19 related staff support funding from the Netherlands and UK governments totalling EUR0.6m. The government support schemes were claimed as a result of the significant reduction in revenue experienced in the first quarter as well as the delay experienced in the Tricoya(R) plant construction project, both caused by COVID-19. These support mechanisms and the above-mentioned salary reductions had ceased by the beginning of August 2020.

Other adjustments for the period include a foreign exchange gain of EUR0.5m (HY1 FY20: EUR0.6m) on loans held in pounds sterling with BGF and Volantis and foreign exchange differences on cash held in pounds sterling, which is used primarily to act as a cash flow hedge against future sterling project expenditure on the new plant being constructed in Hull and to a lesser extent, as a cashflow hedge against future sterling corporate costs. The effective portions of the cash flow hedges are recognised in Other comprehensive income.

Underlying loss before tax improved by EUR2.1m to EUR0.1m loss, from a loss before tax in the prior year period of EUR2.2m. After taking into account exceptional items and other adjustments, profit before tax increased by EUR2.6m to EUR1.0m (H1 FY20: loss of EUR1.6m).

The tax expense of EUR0.6m (H1 FY20: EUR0.1m) reflects the improved profitability of the Group.

Cash flow

Cash flow generated from operating activities of EUR9.7m compared to EUR2.6m in the prior year period, reflects the strong operational cash flow being generated by the Group and close working capital management during the period as a result of the uncertainty caused by COVID-19. As a result, we anticipate working capital increasing in the second half of the year, in particular as inventory levels are expected to increase to support the expected increase in production capacity coming on stream.

At 30 September 2020, the Group held cash balances of EUR43.0m, representing a EUR5.7m increase in the period from 31 March 2020. The cash increase in the period is attributable to the cash flow generated from operating activities referred to above, partially offset by investments in tangible fixed assets of EUR3.7m.

Property, plant and equipment additions of EUR10.1m (H1 FY20: EUR6.7m) in the period consisted of the construction of the Tricoya(R) plant build in Hull (EUR8.7m) reflecting the construction progress made on the project and initial costs related to the 4(th) Reactor expansion project in Arnhem (EUR0.8m), with the prior year period primarily relating to construction on the Tricoya(R) plant build in Hull.

The difference between the property, plant and equipment additions of EUR10.1m and capex investment in the Condensed consolidated statement of cash flow of EUR3.7m principally relates to an increase in capex payables of EUR6.1m reflecting the milestone nature of the construction, with the capex investment amount reflecting actual payments made in the period.

The Group also received EUR2.6m of equity during the period from our Tricoya(R) consortium partners relating to the funding of the Tricoya(R) plant in Hull and other Tricoya(R) related activities.

Loan repayments and interest payments were EUR1.9m during the period (H1 FY20: EUR2.7m), with the decrease compared to last year principally due to repayments of EUR0.5m relating to the ABN AMRO EUR14m term loan being deferred to the end of the loan term, as a COVID-19 action taken by ABN AMRO together with lower interest payments on the Cerdia loan, following the EUR3.2m reduction in the loan balance from 1 April 2020.

Trade and other receivables increased marginally to EUR10.6m (H1 FY20: EUR10.4m), with a decrease in trade receivables and VAT receivables balances more than offset by an increase in other receivables.

Total inventory was marginally lower in the period at EUR15.7m ( H1 FY20: EUR15.9m) with a EUR1.3m decrease in raw materials partially offset by a EUR1.1m increase in finished goods and work in progress inventory. Levels of Accoya(R) inventory remain low, with the finished goods balance representing approximately three weeks of sales.

The increase in trade and other payables to EUR24.8m (H1 FY20: EUR19.1m) is primarily due to accruals associated with the construction of the Hull plant with actual cash payments being lower, reflecting the timing of milestone payments in relation to construction.

Financial position

Amounts payable under loan agreements decreased to EUR54.5m (H1 FY20: EUR57.6m) primarily relating to the termination fee associated with the early termination of the Cerdia commercial agreements, which was deducted from the Cerdia loan on 1 April 2020.

Net debt decreased by EUR8.9m in the current period to EUR16.3m due to the strong cashflow generated from operating activities (EUR9.7m) referred to above partially offset by Capex investment of EUR3.7m.

The Group's balance sheet remains robust, following the Group's EUR46.3 million (before expenses) capital raise in December 2019, the careful management of working capital in the first half of the financial year and the cash generated from operations. The Group held cash balances of EUR43.0m at 30 September 2020, as well as EUR5.2m

headroom on the ABN AMRO committed working capital facility and EUR8.2m headroom on the Tricoya(R) RBS EUR17.2m (EUR14.6m net) facility.

We remain very confident as to the Group's long-term prospects, our business fundamentals and the significant opportunities for our sustainable products.

Risks, uncertainties & Brexit

As described on page 49 to 55 of the 2020 Annual report, the business, financial condition or results of operations of the Group could be adversely affected by a number of risks. The Group's systems of control and protection are designed to help manage and control risks to an appropriate level rather than to eliminate them.

These specific principal risks and related mitigations (as described in the 2020 Annual report) as currently identified by Accsys' risk management process, have not changed significantly since the publication of the last Annual Report.

These risks relate to the following areas:

Health, Safety & Environment; Hull plant; COVID-19; Sale of Products; Manufacturing; Expansion; IT; Supply of raw materials; Licensing/Partnering; Finance; Litigation & disputes; Protection of Intellectual Property & trade secrets; Personnel; Governance, Compliance & Law; Brexit and Investor & Public relations.

It is noted that risks associated with health and safety remains high, in particular in light of the incident described in the CEO's review. In addition, the risks associated with Brexit remain under close review in light of the absence of a trade deal although we do not anticipate a significant impact on the group's activities in the event that the transition period ends without a trade deal being reached.

Going concern

These condensed consolidated financial statements are prepared on a going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future, and at least 12 months from the date these financial statements are approved.

As part of the Group's going concern review, the Directors have reviewed the Group's trading forecasts and working capital requirements for the foreseeable future taking into account the banking and finance facilities which are currently in place (See Note 12 for details of these facilities) and the possible further impact of COVID-19. The Directors have also reviewed a severe but plausible downside scenario with reduced sales volumes and lower gross margin. These forecasts indicate that, in order to continue as a going concern, the Group is dependent on achieving certain operating performance measures relating to the production and sales of Accoya(R) wood from the plant in Arnhem with the collection of on-going working capital items in line with internally agreed budgets. The Directors' have also considered the level and timing of capital expenditure required in relation to the new plant in Hull which is currently being built and further expansion of the Arnhem operation noting that the full forecast project cost has not yet been committed to.

The Directors believe that while some uncertainty always inherently remains in achieving the budget, in particular in relation to market conditions outside of the Group's control and on this occasion with the continued heightened risk that COVID-19 entails, that there is no material uncertainty. There are a sufficient number of alternative actions and measures within the control of the Group that can and would be taken in order to ensure on-going liquidity including reducing/deferring costs in some discretionary areas as well as larger capital projects if necessary.

Therefore the Directors believe that the going concern basis is the most appropriate on which to prepare the financial statements.

William Rudge

Finance Director

27 November 2020

Directors responsibility statement

The Directors confirm to the best of their knowledge that:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

   --       the interim management report includes a fair review of the information required by: 

(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

Angus Dodwell

Company Secretary

27 November 2020

Condensed consolidated s tatement of comprehensive income for the six months ended 30 September 2020

 
                    Note    Unaudited      Unaudited   Unaudited    Unaudited      Unaudited   Unaudited      Audited        Audited    Audited 
                             6 months       6 months    6 months     6 months       6 months    6 months         Year           Year       Year 
                                ended          ended       ended        ended          ended       ended        ended          ended      ended 
                              30 Sept        30 Sept     30 Sept      30 Sept        30 Sept     30 Sept     31 March       31 March   31 March 
                                 2020           2020        2020         2019           2019        2019         2020           2020       2020 
                              EUR'000        EUR'000     EUR'000      EUR'000        EUR'000     EUR'000      EUR'000        EUR'000    EUR'000 
                           Underlying    Exceptional       Total   Underlying    Exceptional       Total   Underlying    Exceptional      Total 
                                             items &                                 items &                                 items & 
                                               other                                   other                                   other 
                                        adjustments*                            adjustments*                            adjustments* 
 
 Accoya(R) wood 
  revenue                      38,676              -      38,676       40,161              -      40,161       82,836              -     82,836 
 Tricoya(R) panel 
  revenue                       1,110              -       1,110           58              -          58          512              -        512 
 Licence revenue                  402              -         402          280              -         280          293          3,200      3,493 
 Other revenue                  2,745              -       2,745        3,494              -       3,494        7,268              -      7,268 
-----------------  -----  -----------  -------------  ----------  -----------  -------------  ----------  -----------  -------------  --------- 
 
 Total revenue       2         42,933              -      42,933       43,993              -      43,993       90,909          3,200     94,109 
 
 Cost of sales               (28,609)            230    (28,379)     (31,184)              -    (31,184)     (63,402)              -   (63,402) 
 
 Gross profit                  14,324            230      14,554       12,809              -      12,809       27,507          3,200     30,707 
 
 Other operating 
  costs excluding 
  depreciation 
  and 
  amortisation               (10,004)            347     (9,657)     (10,339)              2    (10,337)     (20,540)          (165)   (20,705) 
 
 EBITDA                         4,320            577       4,897        2,470              2       2,472        6,967          3,035     10,002 
 
 Depreciation and 
  amortisation                (2,765)              -     (2,765)      (2,906)              -     (2,906)      (5,603)              -    (5,603) 
 
 Total other 
  operating costs    3       (12,769)            347    (12,422)     (13,245)              2    (13,243)     (26,143)          (165)   (26,308) 
                   -----  -----------  -------------  ----------  -----------  -------------  ----------  -----------  ------------- 
 
 Operating 
  profit/(loss)                 1,555            577       2,132        (436)              2       (434)        1,364          3,035      4,399 
 
 Finance income                     1              -           1            -              -           -            -              -          - 
 Finance expense              (1,657)            485     (1,172)      (1,770)            612     (1,158)      (3,517)            626    (2,891) 
 
 Share of net 
 profits of joint 
 ventures 
 accounted for 
 using the equity 
 method              14             -              -           -            -              -           -            -              -          - 
 
 Profit/(loss) 
  before taxation               (101)          1,062         961      (2,206)            614     (1,592)      (2,153)          3,661      1,508 
 
 Tax expense         5          (587)              -       (587)         (65)              -        (65)        (454)          (177)      (631) 
 
 Profit/(loss) 
  for the period                (688)          1,062         374      (2,271)            614     (1,657)      (2,607)          3,484        877 
                          -----------  -------------  ----------  -----------  -------------  ----------  -----------  -------------  --------- 
 
 (Loss)/gain 
  arising on 
  translation of 
  foreign 
  operations                    (153)              -       (153)            3              -           3         (11)              -       (11) 
 (Loss) arising 
  on foreign 
  currency cash 
  flow hedges                       -          (428)       (428)            -          (300)       (300)            -          (280)      (280) 
 
 Total other 
  comprehensive 
  (loss)/income                 (153)          (428)       (581)            3          (300)       (297)         (11)          (280)      (291) 
 
 Total 
  comprehensive 
  (loss)/gain for 
  the period                    (841)            634       (207)      (2,268)            314     (1,954)      (2,618)          3,204        586 
                          ===========  =============  ==========  ===========  =============  ==========  ===========  =============  ========= 
 
 
 Total 
 comprehensive 
 loss for the 
 year is 
 attributable to: 
 Owners of Accsys 
  Technologies 
  PLC                           (266)            763         497      (1,687)            383     (1,304)      (1,080)          3,204      2,124 
 Non-controlling 
  interests                     (575)          (129)       (704)        (581)           (69)       (650)      (1,538)              -    (1,538) 
 
 Total 
  comprehensive 
  (loss)/gain for 
  the period                    (841)            634       (207)      (2,268)            314     (1,954)      (2,618)          3,204        586 
                          ===========  =============  ==========  ===========  =============  ==========  ===========  =============  ========= 
 
 Basic and 
  diluted 
  profit/(loss) 
  per ordinary 
  share              6      EUR(0.00)                    EUR0.01    EUR(0.01)                  EUR(0.01)    EUR(0.01)                   EUR0.02 
 

The notes set out on pages 19 to 35 form an integral part of these condensed financial statements.

* See note 4 for details of exceptional items and other adjustments.

Condensed consolidated s tatement of financial position at 30 September 2020

 
                                                                           Unaudited   Unaudited      Audited 
                                                                            6 months    6 months   Year ended 
                                                                               ended       ended     31 March 
                                                                             30 Sept     30 Sept         2020 
                                                                    Note        2020        2019 
                                                                             EUR'000     EUR'000      EUR'000 
 
 Non-current assets 
 Intangible assets                                                   8        10,882      10,841       10,986 
 Property, plant and equipment                                       9       130,273     108,165      122,123 
 Right of use assets                                                           4,273       4,625        4,536 
 Investment in joint venture                                         14          470           -            - 
 
                                                                             145,898     123,631      137,645 
                                                                          ----------  ----------  ----------- 
 Current assets 
 Inventories                                                                  15,678      15,900       16,932 
 Trade and other receivables                                                  10,560      10,414       15,308 
 Cash and cash equivalents                                                    42,967       3,301       37,238 
 Corporation tax receivable                                                      252         417          283 
 FX derivative asset                                                               -          21            - 
 
                                                                              69,457      30,053       69,761 
                                                                          ----------  ----------  ----------- 
 
 Current liabilities 
 Trade and other payables                                                   (24,803)    (19,069)     (16,867) 
 Obligation under lease liabilities                                            (857)       (889)        (859) 
 Short term borrowings                                               12      (6,201)     (6,059)      (5,265) 
 Corporation tax payable                                                     (1,271)       (193)        (640) 
 FX derivative liability                                                       (129)           -        (330) 
 
                                                                            (33,261)    (26,210)     (23,961) 
                                                                          ----------  ----------  ----------- 
 
 Net current assets                                                           36,196       3,843       45,800 
 
 Non-current liabilities 
 Obligation under lease liabilities                                          (3,913)     (4,111)      (4,262) 
 Other long term borrowing                                           12     (48,298)    (51,528)     (52,048) 
 
                                                                            (52,211)    (55,639)     (56,310) 
                                                                          ----------  ----------  ----------- 
 
 
 Total net assets                                                            129,883      71,835      127,135 
 
 
 Equity 
 Share capital                                                       10        8,213       5,900        8,114 
 Share premium account                                                       186,383     145,429      186,390 
 Other reserves                                                      11      112,928     109,221      112,551 
 Accumulated loss                                                          (212,969)   (218,234)    (214,394) 
 Own shares                                                                     (36)           -            - 
 Foreign currency translation reserve                                          (121)          46           32 
 
 Capital value attributable to owners of Accsys Technologies PLC              94,398      42,362       92,693 
 
 Non-controlling interest in subsidiary                                       35,485      29,473       34,442 
 
 
 Total equity                                                                129,883      71,835      127,135 
 
 

The notes set out on pages 19 to 35 form an integral part of these condensed financial statements.

Condensed consolidated s tatement of changes in equity for the six months ended 30 September 2020

 
                                                                                              Total equity 
                                                                    Foreign                   attributable 
                                                                    currency                   to equity 
                           Share                                     trans-                   shareholders 
                          capital     Share     Other       Own      lation    Accumulated       of the       Non-Controlling    Total 
                          Ordinary   premium   reserves   Shares    reserve       loss          company          interests       Equity 
                          EUR'000    EUR'000   EUR'000    EUR'000   EUR'000      EUR'000        EUR'000          EUR'000        EUR'000 
 Balance at 
   30 Sept 2019 
   (unaudited)               5,900   145,429    109,221         -         46     (218,234)          42,362             29,473    71,835 
                         =========  ========  =========  ========  =========  ============  ==============  =================  ======== 
 
 Total comprehensive 
  (expense)/gain for 
  the period                     -         -         20         -       (14)         3,421           3,427              (888)     2,539 
 Share based payments            -         -          -         -          -           419             419                  -       419 
 Shares issued               2,214         -          -         -          -             -           2,214                  -     2,214 
 Premium on shares 
  issued                         -    44,281          -         -          -             -          44,281                  -    44,281 
 Share issue costs               -   (3,320)          -         -          -             -         (3,320)                  -   (3,320) 
 Issue of subsidiary 
  shares to 
  non-controlling 
  interests                      -         -      3,310         -          -             -           3,310              5,857     9,167 
 
 Balance at 
  31 March 2020              8,114   186,390    112,551         -         32     (214,394)          92,693             34,442   127,135 
                         =========  ========  =========  ========  =========  ============  ==============  =================  ======== 
 
 Total comprehensive 
  (expense)/gain for 
  the period                     -         -      (428)         -      (153)         1,078             497              (704)     (207) 
 Share based payments            -         -          -         -          -           410             410                  -       410 
 Shares issued                  99         -          -      (36)          -          (63)               -                  -         - 
 Premium on                      -         -          -         -          -             -               -                  -         - 
 shares issued 
 Share issue costs               -       (7)          -         -          -             -             (7)                  -       (7) 
 Issue of subsidiary 
  shares to 
  non-controlling 
  interests                      -         -        805         -          -             -             805              1,747     2,552 
 
 Balance at 
   30 Sept 2020 
   (unaudited)               8,213   186,383    112,928      (36)      (121)     (212,969)          94,398             35,485   129,883 
                         =========  ========  =========  ========  =========  ============  ==============  =================  ======== 
 

See note 11 for details concerning other reserves.

Shares issued represent a total of 1,259,449 and 727,250 shares issued to an Employee Benefit Trust ('EBT') at nominal value on 12 May 2020 and 29 June 2020 respectively.

1,259,449 shares were issued and allotted following the vesting in August 2016 and recent exercise of nil cost options, granted in 2013 under the Company's 2013 Long Term Incentive Plan.

727,250 shares were issued as part of the Company's reward, incentivisation and retention strategy and in light of the Coronavirus (COVID-19) pandemic, in lieu of cash bonuses for the year ended 31 March 2020. These shares shall vest if the employees, including the Executive Directors, remain in employment with the Company to the vesting date, being 1 July 2021 (subject to certain other provisions including regulatory, good-leaver, take-over and committee discretion provisions).

Non-controlling interests relates to the investment of various parties into Tricoya Technologies Limited and Tricoya UK Limited (note 7).

The notes set out on pages 19 to 35 form an integral part of these condensed financial statements.

Condensed consolidated s tatement of cash flow for the six months ended 30 September 2020

 
                                                                                    Unaudited   Unaudited    Audited 
                                                                                     6 months    6 months       Year 
                                                                                        ended       ended      ended 
                                                                                      30 Sept     30 Sept   31 March 
                                                                                         2020        2019       2020 
                                                                                      EUR'000     EUR'000    EUR'000 
 
 Profit/(loss) before taxation before exceptional items and other adjustments           (101)     (2,206)    (2,153) 
 Adjustments for: 
 Amortisation of intangible assets                                                        393         324        664 
 Depreciation of property, plant and equipment and right of use assets                  2,372       2,581      4,939 
 Net finance expense                                                                    1,656       1,770      3,352 
 Equity-settled share-based payment expenses                                              410         197        615 
 Currency translation loss/(gain)                                                          60        (56)       (79) 
 
 Cash inflows from operating activities before changes in working capital and 
  exceptional items                                                                     4,790       2,610      7,338 
 
 Exceptional Items in operating activities (see note 4)                                   595           -      3,200 
 
 Cash inflows from operating activities before changes in working capital               5,385       2,610     10,538 
                                                                                   ==========  ==========  ========= 
 
 Decrease/(increase) in trade and other receivables                                     2,154       2,474    (2,427) 
 Increase in deferred income                                                                -         270        190 
 Decrease/(increase) in inventories                                                     1,254     (1,892)    (2,924) 
 Increase/(decrease) in trade and other payables                                          809     (1,038)    (3,164) 
 
 Net cash from/(used in) operating activities before tax                                9,602       2,424      2,213 
 
 Tax received                                                                              76         150        165 
 
 Net cash from operating activities                                                     9,678       2,574      2,378 
                                                                                   ==========  ==========  ========= 
 
 Cash flows from investing activities 
 Interest received                                                                          2           6         19 
 Investment in property, plant and equipment                                          (3,700)     (6,521)   (22,040) 
 Settlement of FX derivative                                                            (392)        (59)        307 
 Investment in intangible assets                                                        (289)       (375)      (861) 
 
 Net cash used in investing activities                                                (4,379)     (6,949)   (22,575) 
                                                                                   ==========  ==========  ========= 
 
 Cashflows from financing activities 
 Proceeds from loans                                                                        -       2,000      4,500 
 Other finance costs                                                                     (32)        (33)       (79) 
 Proceeds from/(repayment of) trade facility draw down                                    827         159    (1,825) 
 Interest Paid                                                                        (1,058)     (1,209)    (2,370) 
 Repayment of lease liabilities                                                         (443)       (586)    (1,022) 
 Repayment of loans/rolled up interest                                                  (888)     (1,470)    (2,942) 
 Proceeds from issue of share capital/sale of own shares                                    -           7     46,504 
 Proceeds from issue of subsidiary shares to non-controlling interests                  2,552           -      9,167 
 Share issue costs                                                                        (7)           -    (3,320) 
 
 Net cash from financing activities                                                       951     (1,132)     48,613 
                                                                                   ==========  ==========  ========= 
 
 Net increase/(decrease) in cash and cash equivalents                                   6,250     (5,507)     28,416 
 Effect of exchange loss on cash and cash equivalents                                   (521)        (49)       (35) 
 Opening cash and cash equivalents                                                     37,238       8,857      8,857 
 
 Closing cash and cash equivalents                                                     42,967       3,301     37,238 
                                                                                   ==========  ==========  ========= 
 

The notes set out on pages 19 to 35 form an integral part of these condensed financial statements.

Notes to the financial statements for the six months ended 30 September 2020

   1.       Accounting policies 

General Information

The principal activity of the Group is the production and sale of Accoya(R) solid wood and exploitation of technology for the production and sale of Accoya(R) wood and Tricoya(R) wood chips. Manufactured through the Group's proprietary acetylation processes, these products exhibit superior dimensional stability and durability compared with alternative natural, treated and modified woods as well as more resource intensive man-made materials.

The Company is a public limited company, which is listed on AIM in the United Kingdom and Euronext in the Netherlands, and is domiciled in the United Kingdom. The registered office is Brettenham House, 19 Lancaster Place, London, WC2E 7EN.

The condensed consolidated financial statements were approved on 27 November 2020. These condensed consolidated financial statements have been reviewed, not audited.

Basis of accounting

The Group's condensed consolidated financial statements in these interim results have been prepared in accordance with IFRS issued by the International Accounting Standards Board as endorsed by the European Union, in particular International Accounting Standard (IAS) 34 "interim financial reporting" and the disclosure and transparency rules of the Financial Conduct Authority. The financial information for the six months ended 30 September 2020 and the six months ended 30 September 2019 is unaudited. The comparative financial information for the full year ended 31 March 2020 does not constitute the Group's statutory financial statements for that period although it has been derived from the statutory financial statements for the year then ended. A copy of those statutory financial statements has been delivered to the Registrar of Companies and which were approved by the Board of Directors on 22 June 2020. The auditors' report on those accounts was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 March 2020.

Accounting policies

No new accounting standards, amendments or interpretations have been adopted in the period which have any impact on these condensed financial statements, or are expected to affect the Group's 2021 Annual Report.

Other than as described below the accounting policies adopted are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 March 2020.

Joint arrangement

As detailed in note 14, the Group entered into a joint venture agreement with Eastman Chemical Company, forming Accoya USA LLC. The Group applies IFRS 11 for this joint arrangement, and following assessment of the nature of this joint arrangement, has determined it to be a joint venture. Interest in the joint venture is accounted for using the equity method, after initially being recognised at cost.

Going concern

These condensed consolidated financial statements are prepared on a going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future, and at least 12 months from the date these financial statements are approved.

As part of the Group's going concern review, the Directors have reviewed the Group's trading forecasts and working capital requirements for the foreseeable future taking into account the banking and finance facilities which are currently in place (See Note 12 for details of these facilities) and the possible further impact of COVID-19. The Directors have also reviewed a severe but plausible downside scenario with reduced sales volumes and lower gross margin. These forecasts indicate that, in order to continue as a going concern, the Group is dependent on achieving certain operating performance measures relating to the production and sales of Accoya(R) wood from the plant in Arnhem with the collection of on-going working capital items in line with internally agreed budgets. The Directors' have also considered the level and timing of capital expenditure required in relation to the new plant in Hull which is currently being built and further expansion of the Arnhem operation noting that the full forecast project cost has not yet been committed to.

The Directors believe that while some uncertainty always inherently remains in achieving the budget, in particular in relation to market conditions outside of the Group's control and on this occasion with the continued heightened risk that COVID-19 entails, that there is no material uncertainty. There are a sufficient number of alternative actions and measures within the control of the Group that can and would be taken in order to ensure on-going liquidity including reducing/deferring costs in some discretionary areas as well as larger capital projects if necessary.

Therefore the Directors believe that the going concern basis is the most appropriate on which to prepare the financial statements.

   2.       Segmental reporting 

The Group's business is the manufacturing of and development, commercialisation and licensing of the associated proprietary technology for the manufacture of Accoya(R) wood, Tricoya(R) wood chips and related acetylation technologies. Segmental reporting is divided between corporate activities, activities directly attributable to Accoya (R) , to Tricoya (R) or research and development activities.

Accoya (R)

 
                                                                 Accoya(R) Segment 
                ------------------------------------------------------------------------------------------------------------------- 
                   6 months      6 months    6 months     6 months      6 months    6 months    12 months     12 months   12 months 
                   ended 30      ended 30    ended 30     ended 30      ended 30    ended 30     ended 31      ended 31    ended 31 
                  September     September   September    September     September   September        March         March       March 
                      2020           2020        2020         2019          2019        2019         2020          2020        2020 
 
                 Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL 
                                  items &                                items &                                items & 
                                    Other                                  Other                                  Other 
                              Adjustments                            Adjustments                            Adjustments 
                    EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000 
 Accoya(R) 
  wood revenue       38,676             -      38,676       40,161             -      40,161       82,836             -      82,836 
 Licence 
  revenue               400             -         400            -             -           -            5         3,200       3,205 
 Other revenue        2,739             -       2,739        3,494             -       3,494        7,187             -       7,187 
 Total Revenue       41,815             -      41,815       43,655             -      43,655       90,028         3,200      93,228 
 Cost of sales     (27,550)           230    (27,320)     (31,123)             -    (31,123)     (62,878)             -    (62,878) 
 
 Gross profit        14,265           230      14,495       12,532             -      12,532       27,150         3,200      30,350 
 Other 
  operating 
  costs 
  excluding 
  depreciation 
  and 
  amortisation      (5,100)           249     (4,851)      (4,965)             -     (4,965)     (10,204)             -    (10,204) 
 
 EBITDA               9,165           479       9,644        7,567             -       7,567       16,946         3,200      20,146 
 
 Depreciation 
  and 
  amortisation      (2,132)             -     (2,132)      (2,224)             -     (2,224)      (4,323)             -     (4,323) 
 
 Profit from 
  operations          7,033           479       7,512        5,343             -       5,343       12,623         3,200      15,823 
 
 
 

Revenue includes the sale of Accoya(R) , licence income and other revenue, principally relating to the sale of acetic acid and other licensing related income.

All costs of sales are allocated against manufacturing activities in Arnhem unless they can be directly attributable to a licensee. Other operating costs include depreciation of the Arnhem property, plant and equipment together with all other costs associated with the operation of the Arnhem manufacturing site, including directly attributable administration, sales and marketing costs.

   See note 4   for explanation of Exceptional Items and other adjustments. 

Average headcount = 138 (H1 FY20: 128)

The below table shows details of reconciling items to show both Accoya (R) EBITDA and Accoya (R) Manufacturing gross profit, both including and excluding licence and licensing related income, which has been presented given the inclusion of items which can be more variable or one-off.

 
                                                6 months        6 months        Year 
                                                   ended           ended       ended 
                                            30 September    30 September    31 March 
                                                    2020            2019        2020 
                                                 EUR'000         EUR'000     EUR'000 
 
 Accoya(R) segmental underlying EBITDA             9,165           7,567      16,946 
                                          --------------  --------------  ---------- 
    Accoya(R) underlying Licence Income            (400)               -         (5) 
    Other income, predominantly for 
     marketing services                                -            (84)       (168) 
 
 Accoya(R) segmental manufacturing 
  EBITDA (excluding licence income)                8,765           7,483      16,773 
                                          ==============  ==============  ========== 
 
 Accoya(R) segmental gross profit                 14,265          12,532      27,150 
                                          --------------  --------------  ---------- 
    Accoya(R) Licence Income                       (400)               -         (5) 
    Other income, predominantly for 
     marketing services                                -            (84)       (168) 
 
 Accoya(R) Manufacturing gross profit             13,865          12,448      26,977 
                                          ==============  ==============  ========== 
 Gross Accoya(R) Manufacturing Margin              33.5%           28.6%       30.0% 
 

Tricoya(R)

 
                                                                 Tricoya(R) Segment 
                -------------------------------------------------------------------------------------------------------------------- 
                   6 months      6 months    6 months     6 months      6 months    6 months    12 months     12 months    12 months 
                   ended 30      ended 30    ended 30     ended 30      ended 30    ended 30     ended 31      ended 31     ended 31 
                  September     September   September    September     September   September        March         March        March 
                      2020           2020        2020         2019          2019        2019         2020          2020         2020 
 
                 Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL   Underlying   Exceptional        TOTAL 
                                  items &                                items &                                items & 
                                    Other                                  Other                                  Other 
                              Adjustments                            Adjustments                            Adjustments 
                    EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000      EUR'000       EUR'000      EUR'000 
                -----------  ------------  ----------  -----------  ------------  ----------  -----------  ------------  ----------- 
 Tricoya(R) 
  panel 
  revenue             1,110             -       1,110           58             -          58          512             -          512 
 Licence 
  revenue                 2             -           2          280             -         280          288             -          288 
 Other revenue            6             -           6            -             -           -           81             -           81 
 Total Revenue        1,118             -       1,118          338             -         338          881             -          881 
 Cost of sales      (1,059)             -     (1,059)         (61)             -        (61)        (524)             -        (524) 
 
 Gross profit            59             -          59          277             -         277          357             -          357 
 Other 
  operating 
  costs 
  excluding 
  depreciation 
  and 
  amortisation      (1,243)            72     (1,171)      (1,334)             2     (1,332)      (3,210)         (165)      (3,375) 
 
 EBITDA             (1,184)            72     (1,112)      (1,057)             2     (1,055)      (2,853)         (165)      (3,018) 
 
 Depreciation 
  and 
  amortisation        (247)             -       (247)        (210)             -       (210)        (397)             -        (397) 
 
 Loss from 
  operations        (1,431)            72     (1,359)      (1,267)             2     (1,265)      (3,250)         (165)      (3,415) 
 
 
 

Revenue and costs are those attributable to the business development of the Tricoya(R) process and establishment of the Tricoya(R) Hull Plant.

See note 4 for explanation of Exceptional Items and other adjustments.

Average headcount = 18 (H1 FY20: 18), noting a substantial proportion of the costs to date have been incurred via recharges from other parts of the Group or have resulted from contractors.

Corporate

 
                                                                 Corporate Segment 
                ------------------------------------------------------------------------------------------------------------------- 
                   6 months      6 months    6 months     6 months      6 months    6 months    12 months     12 months   12 months 
                   ended 30      ended 30    ended 30     ended 30      ended 30    ended 30     ended 31      ended 31    ended 31 
                  September     September   September    September     September   September        March         March       March 
                      2020           2020        2020         2019          2019        2019         2020          2020        2020 
 
                 Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL 
                                  items &                                items &                                items & 
                                    Other                                  Other                                  Other 
                              Adjustments                            Adjustments                            Adjustments 
                    EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000 
                -----------  ------------  ----------  -----------  ------------  ----------  -----------  ------------  ---------- 
 Total Revenue            -             -           -            -             -           -            -             -           - 
 Cost of sales            -             -           -            -             -           -            -             -           - 
 
 Gross result             -             -           -            -             -           -            -             -           - 
 Other 
  operating 
  costs 
  excluding 
  depreciation 
  and 
  amortisation      (3,203)            16     (3,187)      (3,475)             -     (3,475)      (6,055)             -     (6,055) 
 
 EBITDA             (3,203)            16     (3,187)      (3,475)             -     (3,475)      (6,055)             -     (6,055) 
 
 Depreciation 
  and 
  amortisation        (345)             -       (345)        (394)             -       (394)        (731)             -       (731) 
 
 Loss from 
  operations        (3,548)            16     (3,532)      (3,869)             -     (3,869)      (6,786)             -     (6,786) 
 
 
 

Corporate costs are those costs not directly attributable to Accoya(R) , Tricoya(R) or Research and Development activities. This includes management and the Group's corporate and general administration costs including the head office in London.

See note 4 for explanation of Exceptional Items and other adjustments.

Average headcount = 26 (H1 FY20: 20).

Research and Development

 
                                                           Research and Development Segment 
                --------------------------------------------------------------------------------------------------------------------- 
                   6 months      6 months    6 months     6 months      6 months    6 months    12 months     12 months     12 months 
                   ended 30      ended 30    ended 30     ended 30      ended 30    ended 30     ended 31      ended 31      ended 31 
                  September     September   September    September     September   September        March         March         March 
                      2020           2020        2020         2019          2019        2019         2020          2020          2020 
 
                 Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL   Underlying   Exceptional         TOTAL 
                                  items &                                items &                                items & 
                                    Other                                  Other                                  Other 
                              Adjustments                            Adjustments                            Adjustments 
                    EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000      EUR'000       EUR'000       EUR'000 
                -----------  ------------  ----------  -----------  ------------  ----------  -----------  ------------  ------------ 
 Total Revenue            -             -           -            -             -           -            -             -             - 
 Cost of sales            -             -           -            -             -           -            -             -             - 
 
 Gross result             -             -           -            -             -           -            -             -             - 
 Other 
  operating 
  costs 
  excluding 
  depreciation 
  and 
  amortisation        (458)            10       (448)        (565)             -       (565)      (1,071)             -       (1,071) 
 
 EBITDA               (458)            10       (458)        (565)             -       (565)      (1,071)             -       (1,071) 
 
 Depreciation 
  and 
  amortisation         (41)             -        (41)         (78)             -        (78)        (152)             -         (152) 
 
 Loss from 
  operations          (499)            10       (489)        (643)             -       (643)      (1,223)             -       (1,223) 
 
 
 

Research and Development costs are those associated with the Accoya(R) and Tricoya(R) processes. Costs exclude those which have been capitalised in accordance with IAS 38. (see note 8).

See note 4 for explanation of Exceptional Items and other adjustments.

Average headcount = 8 ( H1 FY20 : 10).

Total

 
                                                                        Total 
                 ------------------------------------------------------------------------------------------------------------------ 
                    6 months      6 months    6 months     6 months      6 months    6 months    12 months     12 months         12 
                    ended 30      ended 30    ended 30     ended 30      ended 30    ended 30     ended 31      ended 31     months 
                   September     September   September    September     September   September        March         March   ended 31 
                       2020           2020        2020         2019          2019        2019         2020          2020      March 
                                                                                                                               2020 
                  Underlying   Exceptional       TOTAL   Underlying   Exceptional       TOTAL   Underlying   Exceptional 
                                   items &                                items &                                items &      TOTAL 
                                     Other                                  Other                                  Other 
                               Adjustments                            Adjustments                            Adjustments 
                     EUR'000       EUR'000     EUR'000      EUR'000       EUR'000     EUR'000      EUR'000       EUR'000    EUR'000 
 Accoya(R) wood 
  revenue             38,676             -      38,676       40,161             -      40,161       82,836             -     82,836 
 Tricoya(R) 
  panel revenue        1,110             -       1,110           58             -          58          512             -        512 
 Licence 
  revenue                402             -         402          280             -         280          293         3,200      3,493 
 Other revenue         2,745             -       2,745        3,494             -       3,494        7,268             -      7,268 
 Total Revenue        42,933             -      42,933       43,993             -      43,993       90,909         3,200     94,109 
 Cost of sales      (28,609)           230    (28,379)     (31,184)             -    (31,184)     (63,402)             -   (63,402) 
 
 Gross profit         14,324           230      14,554       12,809             -      12,809       27,507         3,200     30,707 
 Other 
  operating 
  costs 
  excluding 
  depreciation 
  and 
  amortisation      (10,004)           347     (9,657)     (10,339)             2    (10,337)     (20,540)         (165)   (20,705) 
 
 EBITDA                4,320           577       4,897        2,470             2       2,472        6,967         3,035     10,002 
 
 Depreciation 
  and 
  amortisation       (2,765)             -     (2,765)      (2,906)             -     (2,906)      (5,603)             -    (5,603) 
 
 Profit/(Loss) 
  from 
  operations           1,555           577       2,132        (436)             2       (434)        1,364         3,035      4,399 
 
 Finance income            1             -           1            -             -           -            -             -          - 
 Finance 
  expense            (1,657)           485     (1,172)      (1,770)           612     (1,158)      (3,517)           626    (2,891) 
 
 Profit/Loss) 
  before 
  taxation             (101)         1,062         961      (2,206)           614     (1,592)      (2,153)         3,661      1,508 
 
 
 

See note 4 for explanation of Exceptional Items and other adjustments.

Segmental reporting continued

Assets and liabilities on a segmental basis:

 
                              Accoya(R)    Tricoya(R)   Corporate       R&D         TOTAL 
                              Sept 2020    Sept 2020    Sept 2020    Sept 2020    Sept 2020 
                               EUR'000      EUR'000      EUR'000      EUR'000      EUR'000 
 Non-current assets               61,915       79,278        4,634           71      145,898 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Current assets                   26,982       10,325       26,637        5,513       69,457 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Current liabilities             (8,604)     (16,684)      (7,941)         (32)     (33,261) 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Net current assets               18,378      (6,359)       18,696        5,481       36,196 
 
 Non-current liabilities        (23,730)      (8,956)     (19,525)            -     (52,211) 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Net assets                       56,563       63,963        3,805        5,552      129,883 
                             ===========  ===========  ===========  ===========  =========== 
 
 Cash and cash equivalents         2,890        9,561       30,468           48       42,967 
                             ===========  ===========  ===========  ===========  =========== 
 
 Borrowings                     (29,302)      (9,395)     (20,572)            -     (59,269) 
                             ===========  ===========  ===========  ===========  =========== 
 
 Investment in PPE (Capex)         1,220        2,299          160           21        3,700 
                             ===========  ===========  ===========  ===========  =========== 
 
                              Accoya(R)    Tricoya(R)   Corporate       R&D         TOTAL 
                              Sept 2019    Sept 2019    Sept 2019    Sept 2019    Sept 2019 
                               EUR'000      EUR'000      EUR'000      EUR'000      EUR'000 
 Non-current assets               62,170       56,464        4,831          166      123,631 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Current assets                   24,488        3,235      (2,933)        5,263       30,053 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Current liabilities            (12,517)      (7,576)      (5,997)        (120)     (26,210) 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Net current assets               11,971      (4,341)      (8,930)        5,143        3,843 
 
 Non-current liabilities        (29,798)      (6,292)     (19,549)            -     (55,639) 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Net assets                       44,343       45,831     (23,648)        5,309       71,835 
                             ===========  ===========  ===========  ===========  =========== 
 
 Cash and cash equivalents           113        2,268          891           29        3,301 
                             ===========  ===========  ===========  ===========  =========== 
 
 Borrowings                     (35,603)      (6,362)     (20,550)         (72)     (62,587) 
                             ===========  ===========  ===========  ===========  =========== 
 
 Investment in PPE (Capex)           804        5,294          423            -        6,521 
                             ===========  ===========  ===========  ===========  =========== 
 
                              Accoya(R)    Tricoya(R)   Corporate       R&D         TOTAL 
                              March 2020   March 2020   March 2020   March 2020   March 2020 
                               EUR'000      EUR'000      EUR'000      EUR'000      EUR'000 
 Non-current assets               62,143       70,638        4,773           91      137,645 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Current assets                   38,777       10,896       15,330        4,758       69,761 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Current liabilities            (11,692)      (9,407)      (2,833)         (29)     (23,961) 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Net current assets               27,085        1,489       12,497        4,729       45,800 
 
 Non-current liabilities        (27,740)      (8,727)     (19,843)            -     (56,310) 
                             -----------  -----------  -----------  -----------  ----------- 
 
 Net assets                       61,488       63,400      (2,573)        4,820      127,135 
                             ===========  ===========  ===========  ===========  =========== 
 
 Cash and cash equivalents         9,501        8,399       19,278           60       37,238 
                             ===========  ===========  ===========  ===========  =========== 
 
 Borrowings                     (32,338)      (9,142)     (20,954)            -     (62,434) 
                             ===========  ===========  ===========  ===========  =========== 
 
 Investment in PPE (Capex)         2,448       18,935          657            -       22,040 
                             ===========  ===========  ===========  ===========  =========== 
 

The segmental assets in the current year were predominantly held in the UK and mainland Europe (Prior Year UK and mainland Europe). Additions to property, plant, equipment and intangible assets in the current year were predominantly incurred in the UK and mainland Europe (Prior Year UK and mainland Europe). There are no significant intersegment revenues.

Segmental reporting continued

Analysis of underlying revenue by geographical destination:

 
                    Unaudited   Unaudited    Audited 
                     6 months    6 months       Year 
                        ended       ended      ended 
                      30 Sept     30 Sept   31 March 
                         2020        2019       2020 
                      EUR'000     EUR'000    EUR'000 
 
  UK & Ireland         17,495      19,052     39,208 
  Rest of Europe       13,136      11,974     24,962 
  Benelux               4,458       3,978      8,510 
  Americas              4,926       5,575     10,949 
  Asia-Pacific          2,858       3,287      6,293 
  Rest of World            60         127        987 
 
                       42,933      43,993     90,909 
                   ==========  ==========  ========= 
 

Sales to UK and Ireland include the sales to MEDITE.

   3.         Other operating costs 

Other operating costs consist of the operating costs, other than the cost of sales, associated with the operation of the plant in Arnhem, the offices in Dallas and London and certain pre-operating costs associated with the plant in Hull:

 
                                              Unaudited   Unaudited    Audited 
                                               6 months    6 months       Year 
                                                  ended       ended      ended 
                                                30 Sept     30 Sept   31 March 
                                                   2020        2019       2020 
                                                EUR'000     EUR'000    EUR'000 
 
 Sales and marketing                              1,476       1,653      3,295 
 Research and development                           448         565      1,071 
 Other operating 
  costs                                           2,743       2,950      6,742 
 Administration 
  costs                                           5,567       5,171      9,432 
 Exceptional Items and other adjustments          (577)         (2)        165 
 
 Other operating costs excluding 
  depreciation and amortisation                   9,657      10,337     20,705 
                                             ==========  ==========  ========= 
 
 Depreciation and amortisation                    2,765       2,906      5,603 
 
 Total other operating costs                     12,422      13,243     26,308 
                                             ==========  ==========  ========= 
 

Administrative costs include costs associated with Business Development and Legal departments, Intellectual Property as well as Human Resources, IT, Finance, Management and General Office and include the costs of the Group's head office costs in London, the US office in Dallas and the Hull office.

The total cost of EUR12.4m in the current period includes EUR1.4m in respect of Tricoya(R) segment (H1 FY20: EUR1.5m).

Group average employee headcount increased to 190 in the period to 30 September 2020, from 176 in the period to 30 September 2019.

During the period, the Group received Government grants relating to the COVID-19 response, of which EUR460,000 was received in the Netherlands (Netherlands NOW scheme), and EUR135,000 in the UK (UK Coronavirus job retention scheme). Of the Netherlands total, EUR230,000 was recognised as a reduction to cost of sales, and EUR230,000 as a reduction to operating costs. In addition to the Government payroll related COVID-19 grants, temporary salary reductions for employees (including for the Directors and Senior Management team) amounted to EUR315,000. Of the total EUR680,000 reduction to operating expense, EUR301,000 relates to the Accoya(R) segment, EUR161,000 to the Tricoya(R) segment, EUR200,000 to the Corporate segment, and EUR18,000 to the R&D segment.

During the period, EUR289,000 (H1 FY20: EUR375,000) of internal development & patent related costs were capitalised and included in intangible fixed assets, including EUR218,000 (H1 FY20: EUR320,000) which were capitalised within Tricoya Technologies Limited ('TTL'). EUR18,000 of internal costs have been capitalised in relation to our plant build in Hull, UK (H1 FY20: EUR32,000). Both are included within tangible fixed assets.

   4.         Exceptional Items and Other Adjustments 
 
                                                                                    6 months   6 months       Year 
                                                                                       ended      ended      ended 
                                                                                     30 Sept    30 Sept   31 March 
                                                                                        2020       2019       2020 
                                                                                     EUR'000    EUR'000    EUR'000 
 Government grant income                                                                 595          -          - 
 Cerdia contract termination fee - Licence revenue                                         -          -      3,200 
 
 Total exceptional items                                                                 595          -      3,200 
                                                                                   ---------  ---------  --------- 
 
 Foreign exchange differences arising on Tricoya(R) cash held - Operating costs         (18)          2      (165) 
 Foreign exchange differences arising on Loan Notes - incl. in Finance expense           485        612        626 
 Foreign exchange differences on cash held - Other comprehensive (loss)                (237)      (113)       (96) 
 Revaluation of FX forwards used for cash-flow hedging - Other comprehensive 
  (loss)                                                                               (191)      (187)      (184) 
 
 Total other adjustments                                                                  39        314        181 
                                                                                   ---------  ---------  --------- 
 
 Tax on exceptional items and other adjustments                                            -          -      (177) 
 
 Total exceptional items and other adjustments                                           634        314      3,204 
                                                                                   =========  =========  ========= 
 

Exceptional Items

In the prior year, an exceptional licence fee revenue of EUR3.2m resulted from the early termination of the Cerdia commercial agreements. The amount was recorded as a reduction to net debt from 1 April 2020, with the fee offset against our loan held with Cerdia which continues.

Other Adjustments

Foreign exchange differences in the Tricoya(R) segment have occurred due to pounds sterling held within the consortium for the ongoing Hull plant build and to a lesser extent, pounds sterling held within the Corporate segment for future sterling corporate costs. The Group has mitigated these currency exchange risks by adopting hedge accounting under IFRS 9, Financial Instruments. The effective portion of the foreign exchange movement is recognised in other comprehensive income, with the ineffective portion recognised in Operating costs.

Foreign exchange differences also arise on the pounds sterling denominated loan notes, entered into in a prior period. These exchange rate differences are included as finance expenses.

   5.         Tax expense 
 
                                                   Unaudited   Unaudited    Audited 
                                                    6 months    6 months       Year 
                                                       ended       ended      ended 
                                                     30 Sept     30 Sept   31 March 
                                                        2020        2019       2020 
                                                     EUR'000     EUR'000    EUR'000 
 (a) Tax recognised in the statement 
  of comprehensive income comprises: 
 Current tax expense/(credit) 
 UK Corporation tax on losses for the 
  year                                                     -           -          - 
 Research and development tax (credit)/expense 
  in respect of current year                            (45)          65         28 
                                                        (45)          65         28 
 
 Overseas tax at rate of 15%                               4           -       (30) 
 Overseas tax at rate of 25%                             628           -        633 
 Deferred Tax 
 Utilisation of deferred tax asset                         -           -          - 
 
 Total tax expense reported in the statement 
  of comprehensive income                                587          65        631 
                                                  ==========  ==========  ========= 
 
   6.         Profit/(loss) per share 
 
                                              Unaudited   Unaudited    Unaudited   Unaudited      Audited    Audited 
                                               6 months    6 months     6 months    6 months         Year       Year 
                                                  ended       ended        ended       ended        ended      ended 
                                                30 Sept     30 Sept      30 Sept     30 Sept     31 March   31 March 
                                                   2020        2020         2019        2019         2020       2020 
 
                                             Underlying       Total   Underlying       Total   Underlying      Total 
 
 Weighted average number of 
  Ordinary shares in issue ('000)               163,823     163,823      117,988     117,988      132,721    132,721 
 
Profit/(Loss) for the period attributable 
 to owners of Accsys Technologies PLC 
 (EUR'000)                                        (113)       1,078      (1,690)     (1,007)      (1,069)      2,415 
 
Basic and diluted profit/(loss) per share     EUR(0.00)     EUR0.01    EUR(0.01)   EUR(0.01)    EUR(0.01)    EUR0.02 
 

Basic and diluted losses per share are based upon the same figures. IAS 33 "Earning per share" defines Dilutive share options as share options which would decrease profit per share or increase loss per share. Equity options if exercised, would decrease the loss per share.

   7.         Tricoya Technologies Limited 

Tricoya Technologies Limited ("TTL") was incorporated in order to develop and exploit the Group's Tricoya(R) technology for use within the worldwide panel products market, which is estimated to be worth more than EUR60 billion annually.

On 29 March 2017 the Group announced the entry into and successful completion of its agreements for the financing, construction and operation of the world's first Tricoya(R) wood elements acetylation plant in Hull with its TTL consortium investors, being BP, MEDITE, BGF and Volantis.

The Hull plant will have a targeted production capacity of 30,000 metric tonnes per annum (sufficient to manufacture 40,000 cubic metres of panels) and scope to expand.

Structurally, Accsys, BP Ventures, MEDITE, BGF and Volantis have invested into TTL in 2017. TTL has then invested, alongside BP Chemicals and MEDITE, in Tricoya UK Limited ("Tricoya UK"), a special purpose subsidiary of TTL that will construct, own and operate the Hull Plant. The company changed its name from Tricoya Ventures UK Limited to Tricoya UK Limited on 3rd September 2020.

BP have invested EUR29.5 million in the Tricoya(R) Project, including EUR21.4 million as equity in Tricoya UK by BP Chemicals and EUR8.1 million as equity in TTL by BP Ventures. All funding was received by 30 September 2020, with EUR0.1m being received in the period ended 30 September 2020.

MEDITE have invested EUR14.1 million in the Tricoya(R) Project, including EUR8.0 million as equity in TTL and EUR6.1 million as equity in Tricoya UK. All funding was received by 30 September 2020, with EUR2.1m being received in the period ended 30 September 2020 and a further issue of 495,311 shares as a result of MEDITE continuing to seed the market with Tricoya(R) panels ensuring continued market development ahead of the completion of the Hull Plant.

In the period to 30 September 2020, the Group's shareholding in TTL decreased from 77.8% to 76.3% following investment of EUR0.7m.

In the year ended 31 March 2017, BGF and Volantis invested an aggregate of GBP19.0 million as financial investors into both the Group and TTL. BGF and Volantis invested on similar terms but are investing separately, with BGF accounting for 65% of the GBP19.0 million total. BGF have invested EUR2.5 million in the Tricoya(R) Project as equity in TTL. All funding was received by 30 September 2020, with EUR0.4m being received in the period ended 30 September 2020.

In October 2020, post the interim reporting date, Accsys (EUR3.7m), BP Ventures (EUR0.4m), MEDITE (EUR0.5m) and BGF (EUR0.1m) together invested EUR4,7m into TTL. TTL invested EUR4m of this amount received into Tricoya UK. In addition, BP Chemicals invested EUR1.9m and MEDITE invested EUR0.5m into Tricoya UK.

In the year ended 31 March 2017, Tricoya UK entered a six-year EUR17.2 million (EUR14.6 million net) finance facility agreement with The Royal Bank of Scotland PLC in respect of the construction and operation of the Hull Plant. As at 30 September 2020 the Group have utilised EUR9.0m (2020: EUR8.7m) of the facility.

The Group has consolidated the results of TTL and Tricoya UK as subsidiaries, as it exercises the power to govern the entities in accordance with IFRS 10. The non-controlling interests in both entities have been recognised in these Group financial statements.

The "TTL Group" income statement and balance sheet, consisting of TTL and its subsidiary Tricoya UK Ltd, are set out below:

TTL Group income statement:

 
                                                   Consolidated  Consolidated  Consolidated 
                                                      Unaudited     Unaudited       Audited 
                                                       6 months      6 months          Year 
                                                          ended         ended         ended 
                                                        30 Sept       30 Sept      31 March 
                                                           2020          2019          2020 
                                                        EUR'000       EUR'000       EUR'000 
 
Tricoya(R) panel revenue                                  1,110            58           511 
Licence revenue                                               2           280           288 
Other income                                                  6             -            82 
Total revenue                                             1,118           338           881 
 
 Cost of Sales Tricoya(R) panel                         (1,059)          (61)         (538) 
 
 Gross profit                                                59           277           343 
 
Costs: 
  Staff costs                                             (902)         (983)       (2,879) 
  Research & development (excluding staff costs)          (108)          (16)         (228) 
  Intellectual Property                                    (77)          (98)         (203) 
  Other Operating costs                                   (131)         (388)         (388) 
  Depreciation & Amortisation                             (247)         (210)         (397) 
EBIT                                                    (1,406)       (1,418)       (3,752) 
 
EBIT attributable to Accsys shareholders                  (704)         (768)       (2,214) 
 

Tricoya(R) panel revenue represents panels purchased by Tricoya Technologies Ltd from MEDITE, sold to customers in other regions as market seeding.

Included within staff costs are the amounts received under the UK Government furlough scheme, and lower costs due to temporary salary reductions, totalling EUR161,000.

TTL Group balance sheet at 30 September 2020:

 
                                                 Unaudited  Unaudited   Audited 
                                                  6 months   6 months      Year 
                                                     ended      ended     ended 
                                                   30 Sept    30 Sept  31 March 
                                                      2020       2019      2020 
                                                   EUR'000    EUR'000   EUR'000 
 
Non-current assets 
Intangible assets                                    4,263      3,970     4,216 
Property, Plant and Equipment                       74,187     51,632    65,557 
Right of use assets                                    829        862       865 
 
                                                    79,279     56,464    70,638 
 
Current assets 
Trade and other receivables                            772        946     2,378 
Inventory                                              151          -        53 
Cash and cash equivalents                            9,561      2,268     8,399 
FX Derivative Asset                                      -         21         - 
 
                                                    10,484      3,235    10,830 
 
Current liabilities 
Trade and other payables                          (17,094)    (8,354)  (10,419) 
FX Derivative liability                              (129)          -     (330) 
 
                                                  (17,223)    (8,354)  (10,749) 
 
Non-current liabilities 
Long term borrowing                                (8,586)    (5,514)   (8,284) 
 
                                                   (8,586)    (5,514)   (8,284) 
 
Net current assets                                 (6,739)    (5,119)        81 
 
Net assets                                          63,954     45,831    62,435 
 
Value attributable to Accsys Technologies           28,469     16,358    27,993 
 
Value attributable to Non-controlling interest      35,485     29,473    34,442 
 
   8.         Intangible assets 
 
                              Internal  Intellectual 
                           Development      property 
                                 costs        rights  Goodwill    Total 
                               EUR'000       EUR'000   EUR'000  EUR'000 
Cost 
At 31 March 2019                 6,796        73,582     4,231   84,609 
 
Additions                          209           166         -      375 
 
At 30 September 2019             7,005        73,748     4,231   84,984 
 
Additions                          182           303         -      485 
 
At 31 March 2020                 7,187        74,051     4,231   85,469 
 
Additions                           95           194         -      289 
 
At 30 September 2020             7,282        74,245     4,231   85,758 
 
Accumulated amortisation 
At 31 March 2019                 1,796        72,023         -   73,819 
 
Amortisation                       171           153         -      324 
 
At 30 September 2019             1,967        72,176         -   74,143 
 
Amortisation                       179           161         -      340 
 
At 31 March 2020                 2,146        72,337         -   74,483 
 
Amortisation                       180           213         -      393 
 
At 30 September 2020             2,326        72,550         -   74,876 
 
Net book value 
 
At 31 March 2019                 5,000         1,559     4,231   10,790 
 
 
At 30 September 2019             5,038         1,572     4,231   10,841 
 
 
At 31 March 2020                 5,041         1,714     4,231   10,986 
 
 
At 30 September 2020             4,956         1,695     4,231   10,882 
 
 
   9.         Property, plant and equipment 
 
                                      Land and buildings  Plant and machinery  Office equipment   Total 
                                           EUR'000              EUR'000            EUR'000       EUR'000 
Cost or valuation 
Opening balance at 31 March 2019                  17,976              103,676             2,685  124,337 
 
Additions                                              -                6,480               265    6,745 
Foreign currency translation gain                      -                    -                 4        4 
 
At 30 September 2019                              17,976              110,156             2,954  131,086 
 
Additions                                              -               15,535               290   15,825 
Foreign currency translation (loss)                    -                    -               (1)      (1) 
 
At 31 March 2020                                  17,976              125,691             3,243  146,910 
 
Additions                                              -                9,904               198   10,102 
Foreign currency translation (loss)                    -                    -               (9)      (9) 
 
At 30 September 2020                              17,976              135,595             3,432  157,003 
 
Depreciation 
Opening balance at 31 March 2019                     279               19,409             1,244   20,932 
 
Charge for the period                                179                1,702               104    1,985 
Foreign currency translation gain                      -                    -                 4        4 
 
At 30 September 2019                                 458               21,111             1,352   22,921 
 
Charge for the period                                179                1,585               103    1,867 
Foreign currency translation (loss)                    -                    -               (1)      (1) 
 
At 31 March 2020                                     637               22,696             1,454   24,787 
 
Charge for the period                                179                1,604               168    1,951 
Foreign currency translation gain                      -                    -               (8)      (8) 
 
At 30 September 2020                                 816               24,300             1,614   26,730 
 
Net book value 
 
At 31 March 2019                                  17,697               85,998             1,577  105,272 
 
 
At 30 September 2019                              17,518               89,045             1,602  108,165 
 
 
At 31 March 2020                                  17,339              102,995             1,789  122,123 
 
 
At 30 September 2020                              17,160              111,295             1,818  130,273 
 
 

Plant and machinery assets with a net book value of EUR73,876,000 relating to the Hull Plant are held as assets under construction and are not depreciated, and EUR1,478,000 relating to the further expansion of the Arnhem Plant (31 March 2020: EUR66,409,000 relating to the Hull Plant and EUR725,000 relating to the further expansion of the Arnhem Plant).

The carrying value of property, plant and equipment on consolidation is split between two cash generating units, representing the Accoya(R) and Tricoya(R) segments. The recoverable amount of property, plant and equipment relating to each unit is determined based on a value in use calculation which uses cash flow projections based on Board approved financial budgets. Cash flows have been projected for a period of 12 years, including a five year forecast and seven years of 1.8% growth plus assumptions concerning a terminal value and based on a pre-tax discount rate of 10% per annum (31 March 2020: 10%).

The key assumptions used in the value in use calculations are:

-- the level of future licence fees and manufacturing revenues estimated by management;

-- the completion of construction of additional facilities on time (and associated output); and

-- the discount rate.

The Directors have considered whether a reasonably possible change in assumptions may result in an impairment. The CGU most susceptible to an impairment given a change in assumptions is the Tricoya(R) CGU.

The impact on the value in use determined is:

-- Reduction in sales growth rate by 1% = EUR17m

-- Increase in discount rate by 1% = EUR14m

   10.        Share capital 

In the period ended 30 September 2019:

Of the Ordinary Shares which had been issued to the EBT in the previous year, 145,918 Ordinary Shares vested on 01 July 2019. Of these beneficiaries elected to sell 106,448 Ordinary Shares in the market, with sale date of 31 July 2019.

In the period ended 31 March 2020:

On 23 December 2019, 27,239,764 Firm Placing Shares and 16,855,474 Open Offer Shares were issued as part of the capital raise to fund the Arnhem plant expansion, completion of the Tricoya(R) plant in Hull, preliminary work in the United States and working capital requirements related to these activities. The Shares were issued at a price of EUR1.05 per Ordinary share, raising gross proceeds of EUR46.3 million (before expenses).

The Group's Employee Share Participation Plan (see note 15 of the Group Financial Statements for the year ended 31 March 2020 for further details) was re-introduced in November 2019. In February 2020 various employees subscribed for a total of 204,612 Shares at an acquisition price of EUR1.095 per Share, with these shares issued to a trust, to be released to the employees after one year, together with an additional share on a matched basis (subject to continuing employment within the Group).

In the period ended 30 September 2020:

1,259,449 Shares were issued on 12 May 2020 to an Employee Benefit Trust ('EBT') following the exercise of nil cost options, granted under the Company's 2013 Long Term Incentive Plan ("LTIP").

727,250 shares were issued on 29 June 2020 to an EBT at nominal value, representing the annual bonus payable to Group employees for the year ended 31 March 2020, which has been paid in the form of shares rather than cash on this occasion, as previously set out in the 2020 Annual Report.

   11.        Other Reserves 
 
                         Capital redemp-                  Hedging Effective-ness 
                           tion reserve   Merger reserve          reserve          Other reserve  Total Other reserves 
                             EUR000           EUR000              EUR000              EUR000             EUR000 
Balance at 31 March 
 2019                                148         106,707                      317          2,349               109,521 
 
Total Comprehensive 
 (expense) for the 
 period                                -               -                    (300)              -                 (300) 
 
Balance at 30 September 
 2019                                148         106,707                       17          2,349               109,221 
 
Issue of subsidiary 
 shares to 
 non-controlling 
 interests                             -               -                        -          3,310                 3,310 
Total Comprehensive 
 income for the period                 -               -                       20              -                    20 
 
Balance at 31 March 
 2020                                148         106,707                       37          5,659               112,551 
 
Issue of subsidiary 
 shares to 
 non-controlling 
 interests                             -               -                        -            805                   805 
Total Comprehensive 
 (expense) for the 
 period                                -               -                    (428)              -                 (428) 
 
Balance at 30 September 
 2020                                148         106,707                    (391)          6,464               112,928 
 

The closing balance of the capital redemption reserve represents the amounts transferred from share capital on redemption of deferred shares in a prior period.

The merger reserve arose prior to transition to IFRS when merger accounting was adopted.

The hedging effectiveness reserve reflects the total accounted for under IFRS 9 in relation to the Tricoya(R) and Corporate segments (note 1).

The other reserve represents the amounts received for subsidiary share capital from non-controlling interests net with the carrying amount of non-controlling interests issued.

   12.        Commitments under loan agreements 
 
                                       Unaudited  Unaudited   Audited 
                                        6 months   6 months      Year 
                                           ended      ended     ended 
                                         30 Sept    30 Sept  31 March 
                                            2020       2019      2020 
Amounts payable under loan 
 agreements: 
Within one year                            6,703      7,736     5,644 
In the second to fifth years 
 inclusive                                56,336     60,010    61,855 
In greater than five years                   223      1,901     1,120 
 
Less future finance charges              (8,763)   (12,060)  (11,306) 
 
Present value of loan obligations         54,499     57,587    57,313 
 

The decrease in total borrowings in the period since 31 March 2020 of EUR2.8m consisted of a reduction of EUR3.2m from the Cerdia Production facility, explained further below, repayment on the Cerdia loan of EUR0.4m and repayment on the ABN lease loan of EUR0.4m, and EUR0.5m foreign exchange gain arising on the loan notes with BGF & Volantis, offset by a EUR0.8m drawdown on our working capital facility and EUR0.9m of accrued finance charges.

Facilities relating to purchase of Arnhem land and buildings:

On 1 August 2018 the Group entered into a package of facilities to fully finance the purchase of the land and buildings in Arnhem. The partially amortising package of loans includes the following:

- EUR14.0m loan with ABN Amro Bank. The loan is partially repayable over a five-year term with a final payment of EUR9.25m. Interest is fixed at 3% and the loan is secured on the land and buildings. During the period, repayments totalling EUR0.5m were deferred by ABN Amro Bank, as a COVID-19 action, to the end of the loan term.

- EUR5.0m lease loan with ABN Asset Based Finance is repayable over a five-year term with an implied interest rate of approximately 3%. The loan is secured on the first two Accoya(R) reactors.

- EUR4.0m loan with Bruil, the seller and previous landlord. The balance is repayable from July 2021 to July 2023 with interest fixed at 5%. The loan is unsecured.

Loan Notes:

On 29 March 2017 the Group issued GBP16.3 million (EUR18.4 million) of unsecured fixed rate loan notes, due 2021. GBP10.5 million of Loan Notes in principal were issued to Business Growth Fund ('BGF'), with GBP5.8 million in principal issued to Volantis. The BGF loan notes are subject to a 7% fixed interest rate for the duration of their term and the Volantis loan notes are subject to a 7% fixed interest rate until 31 December 2018, with the interest rate fixed at 9% thereafter. Interest is rolled up until 31 December 2018 on both loans, with further roll up of interest on the Volantis loan until six-monthly redemption payments of both loans commence on 31 December 2021 and end on 30 June 2023.

BGF is an investment company that provides long-term equity funding to growing UK companies to enable them to execute their strategic plans. Volantis is a global asset management firm specialising in alternative investment strategies and is owned by Lombard Odier.

Cerdia Production Facility:

The EUR9.5 million term loan facility with Cerdia Production GmBH was used to design, procure and build the third reactor of the Arnhem Plant. This facility is secured against the third reactor of the Arnhem chemical plant and associated assets and is subject to interest at 7.5% per annum. At 30 September 2020, the Group had EUR4.6m (31 March 2020: EUR8.3m) borrowed under this facility. Quarterly repayments of the loan commenced on 21 December 2018 and continue until November 2025.

In a prior period, the Group entered into an agreement with Cerdia Produktions GmbH ("Cerdia") under which Accsys took on responsibility for commercial activities under agreements with Cerdia relating to Accoya(R) wood, which terminated as of 1 April 2020 (the "Termination Agreement"). Under the terms of the Termination Agreement, payments to Accsys included fees of EUR3.2 million, which was recognised as an exceptional item in the year ended 31 March 2020. The EUR3.2 million was deducted from the loan balance on 1 April 2020, with subsequent repayments for the remaining term of the loan being reduced accordingly

Tricoya(R) facility:

On 29 March 2017 the Company's subsidiary, Tricoya UK Limited entered into a six-year EUR17.2 million (EUR14.6 million net) finance facility agreement with the Royal Bank of Scotland PLC in respect of the construction and operation of the Hull Plant. The facility is secured by fixed and floating charges over all assets of Tricoya UK Limited. At 30 September 2020, the Group had EUR9.0m (31 March 2020: EUR8.7m) borrowed under the facility. The facility is to be drawn down as required, and facility repayments will commence 12 months after practical completion of the Hull Plant. Interest will accrue at Euribor plus a margin, with the margin ranging from 325 to 475 basis points.

Trade receivable and inventory facilities:

Working capital facility

The facility is a EUR6.0m credit facility with ABN Commercial Finance secured upon the receivables and inventory of the Accoya(R) manufacturing business committed for a period of 5 years. At 30 September 2020, the Group had drawn EUR0.8m (31 March 2020: EURnil) on this facility.

Bank guarantee facility

The EUR1.5m bank guarantee facility is held with ABN AMRO Bank N.V. enabling the Group to issue bank guarantees in order to support the working capital and other operational commitments of the Group.

Both facilities are subject to interest at 2% above the ABN AMRO base rate.

Reconciliation to net (debt)/cash:

 
                                      Unaudited  Unaudited   Audited 
                                       6 months   6 months      Year 
                                          ended      ended     ended 
                                        30 Sept    30 Sept  31 March 
                                           2020       2019      2020 
Cash and cash equivalents                42,967      3,301    37,238 
Less: 
     Amounts payable under loan 
      agreements                       (54,499)   (57,587)  (57,313) 
     Amounts payable under lease 
      liabilities                       (4,770)    (5,000)   (5,121) 
 
Net (debt)/cash                        (16,302)   (59,286)  (25,196) 
 

Group Net Debt includes Net cash held in the Tricoya(R) segment of EUR0.2m (31 March 2020 : Net debt of EUR0.7m), with Net Debt of EUR16.5m (31 March 2020 : EUR24.5m) held in the remainder of the Group.

   13.        Transactions with non-controlling interests 

In the period ended 30 September 2019:

On 25 May 2019, TTL issued 252,464 shares to Titan Wood Limited. As a result, the non-controlling interests' shareholdings were amended to:

BP Ventures (8.4%), MEDITE (11.4%), BGF (2.6%), Volantis (1.4%).

In the period ended 31 March 2020:

On 25 November 2019, TTL issued 238,024 shares to Titan Wood Limited for a consideration of EUR0.5m. An additional 61,976 shares were issued to non-controlling interests for a consideration of EUR0.1m.

On 23 December 2019, TTL issued 4,620,156 shares to Titan Wood Limited for a consideration of EUR9.2m,

and an additional 1,401,523 shares were issued in consideration for continued provision of discounted Accoya(R) to MEDITE for market seeding purposes. 887,643 shares were issued to non-controlling interests for a consideration of EUR1.8m. As a result, the non-controlling interests' shareholdings were amended to:

BP Ventures (8.6%), MEDITE (10.2%), BGF (2.2%), Volantis (1.2%).

On 23 December 2019, Tricoya UK Ltd issued 11,015,599 Ordinary shares to Tricoya Technologies Ltd for a consideration of EUR11.0m, and an additional 4,322,394 shares were issued in consideration for continued provision of discounted Accoya(R) to MEDITE for market seeding purposes. 7,268,573 shares were issued to non-controlling interests for consideration of EUR7.3 million. As a result, the non-controlling interests' shareholdings were amended to:

BP Chemicals (30.9%, MEDITE 6.2%).

In the period ended 30 September 2020:

TTL issued 372,875 shares to Titan Wood Limited for a consideration of EUR0.7m. 484,774 shares were issued to non-controlling interests for a consideration of EUR0.9m and an additional 495,311 shares were issued to MEDITE in consideration for continuing to seed the market with Tricoya(R) panels ensuring continued market development ahead of the completion of the Hull Plant. As a result, the non-controlling interests' shareholdings were amended to:

BP Ventures (8.5%), MEDITE (11.4%), BGF (2.6%), Volantis (1.2%).

Tricoya UK Ltd issued 486,572 Ordinary shares to Tricoya Technologies Ltd for a consideration of EUR1.0m. 1,600,530 shares were issued to non-controlling interests for consideration of EUR1.6 million. As a result, the non-controlling interests' shareholdings were amended to:

BP Chemicals (30.0%, MEDITE 8.2%).

 
Transactions with non-controlling         Unaudited  Unaudited   Audited 
 interests 
                                           6 months   6 months      Year 
                                              ended      ended     ended 
                                            30 Sept    30 Sept  31 March 
                                               2020       2019      2020 
                                            EUR'000    EUR'000   EUR'000 
Opening balance                               6,235      2,925     2,925 
Carrying amount of non-controlling 
 interests issued                           (1,747)          -   (5,857) 
Consideration paid by non-controlling 
 interests                                    2,552          -     9,167 
 
Excess of consideration paid 
 recognised in Group's equity                 7,040      2,925     6,235 
 
   14.        Investment in Joint Venture 

On 11 August 2020, Accsys together with Eastman Chemical Company formed a company, Accoya USA LLC, with the intention to construct and operate an Accoya(R) wood production plant to serve the North American market.

The new company has been formed with Accsys owning 60% and Eastman owning 40%, with the two parties assessed to jointly control the entity as defined under IFRS 11 - Joint arrangements. A technology licence has also been entered into with Accoya USA LLC so that front-end engineering and design for the proposed plant in the USA can be completed.

The plant is being designed to initially produce approximately 40,000 cubic metres (17 million board feet) of Accoya(R) per annum and to allow for cost-effective expansion.

A decision whether to proceed to the next stage with plant construction, and as to funding, is expected to be made following the initial engineering and design work which is expected to be completed in the first half of the 2021 calendar year.

The carrying amount of the equity-accounted investment is as follows:

 
                    Unaudited 
                     6 months 
                        ended 
                    30th Sept 
                         2020 
                      EUR'000 
Opening balance             - 
Additions                 470 
Profit/(loss) for 
 the period                 - 
 
Closing balance           470 
 
   15.        Post Balance Sheet Events 

There have been no material reportable events since 30 September 2020.

Independent review report to Accsys Technologies PLC

Report on the consolidated interim financial statements

Our conclusion

We have reviewed Accsys Technologies Plc's consolidated interim financial statements (the "interim financial statements") in the Interim Results of Accsys Technologies Plc for the 6 month period ended 30 September 2020. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the AIM Rules for Companies.

What we have reviewed

The interim financial statements comprise:

-- the Condensed consolidated statement of financial position as at 30 September 2020;

-- the Condensed consolidated statement of comprehensive income for the period then ended;

-- the Condensed consolidated statement of cash flow for the period then ended;

-- the Condensed consolidated statement of changes in equity for the period then ended; and

-- the explanatory notes to the interim financial statements.

The interim financial statements included in the Interim Results have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the AIM Rules for Companies.

As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The Interim Results, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Results in accordance with the AIM Rules for Companies which require that the financial information must be presented and prepared in a form consistent with that which will be adopted in the company's annual financial statements.

Our responsibility is to express a conclusion on the interim financial statements in the Interim Results based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the AIM Rules for Companies and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of interim financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the Interim Results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants

London

27 November 2020

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