TIDMXAR

RNS Number : 6387L

Xaar PLC

14 September 2021

XAAR plc

2021 INTERIM RESULTS

CONTINUED STRONG PERFORMANCE WITH POSITIVE MOMENTUM IN THE BUSINESS

Xaar plc ("Xaar", the "Group" or the "Company"), the leading inkjet printing technology group, today announces its interim results for the six months ended 30 June 2021.

Summary of results for the six months ended the 30 June 2021:

 
                             2021       2020(1) 
 Continuing Operations 
                          ----------  ---------- 
 Revenue                    GBP26.3m    GBP23.7m 
                          ----------  ---------- 
 Gross profit                GBP7.6m     GBP6.3m 
                          ----------  ---------- 
 Gross margin %                  29%         27% 
                          ----------  ---------- 
 R&D investment              GBP2.6m     GBP2.1m 
                          ----------  ---------- 
 Adjusted EBITDA(2)        (GBP0.4m)     GBP0.7m 
                          ----------  ---------- 
 Adjusted loss before      (GBP2.3m)   (GBP1.3m) 
  tax(2) 
                          ----------  ---------- 
 (Loss)/profit before      (GBP2.1m)     GBP1.3m 
  tax 
                          ----------  ---------- 
 (Loss)/profit for         (GBP1.8m)     GBP1.0m 
  the period 
                          ----------  ---------- 
 Diluted earnings 
  per share                   (2.3p)        1.3p 
                          ----------  ---------- 
 
 Total Operations 
                          ----------  ---------- 
 Loss before tax           (GBP5.6m)   (GBP4.8m) 
                          ----------  ---------- 
 Loss for the period       (GBP5.3m)   (GBP5.2m) 
                          ----------  ---------- 
 Diluted earnings 
  per share                   (4.8p)      (5.0p) 
                          ----------  ---------- 
 
 Net cash at the period     GBP17.1m    GBP18.0m 
  end(3) 
                          ----------  ---------- 
 

1 - Restated results for June 2020. See note 11

2 - Excluding the impact of share-based payment charges, exchange differences relating to intra-group transactions, gain on derivative financial instruments, restructuring costs and investment expenses, research and development expenditure credit, other operating income and discontinued operations as reconciled in note 2

3 - Net cash at 30 June includes cash, cash equivalents and treasury deposits, excluding Xaar 3D

Figures and percentages included in this report are subject to rounding adjustments arising from conversion to GBPthousands or GBPmillions from actual figures. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Financial highlights

-- First half revenue of GBP26.3 million in line with management expectations, representing an increase of 11% and 8% on H1 and H2 2020 respectively

   --      Gross margin of 29%, up 2ppts on H1 and H2 2020 

-- Printhead adjusted EBITDA improved from a GBP0.1 million loss in H1 2020 to a GBP0.8 million profit in H1 2021

-- 25% increase in R&D spend in continuing operations to GBP2.6 million focused on the ImagineX platform and product roadmap

-- Strong closing balance sheet with net cash, excluding cash from the 3D business, of GBP17.1 million

Operational and strategic highlights

-- Printhead business continues to perform well, with a growing pipeline of new product development. Proactive measures are being implemented to mitigate the impact from COVID-19 related supply constraints which are being experienced across the industry

   --      Successful roll out of the ImagineX platform is continuing; 

o April 2021 launch of the Xaar Nitrox printhead attracting new customers and increased opportunities

o Official launch of Xaar Irix today, strengthening our product offering in the Coding & Marking sector

-- Engineered Printing Solutions ("EPS") underlying performance remains on track with progress made in the modular strategy, however H1 2021 results have been impacted by non-cash adjustments relating to slow moving and obsolete inventory. Operational changes are being made to ensure the business is best positioned to take advantage of the compelling growth opportunity in the market

-- Acquisition of FFEI Limited ("FFEI") on 11 July 2021, a leading integrator and manufacturer of industrial digital inkjet systems and digital life science technology, as part of the vertical integration strategy to grow Xaar's capability and help accelerate customer adoption of our printhead technology

-- New corporate headquarters in Cambridge, UK expected to deliver GBP0.7 million of annual cost savings. New Customer Service Centre opened in Shenzhen, China

   --      Expect to announce details of planned divestment of Xaar 3D investment soon 

-- Established an ESG Committee with a view to announcing the Sustainability Roadmap to 2030 with the full-year results

John Mills, Chief Executive Officer, commented:

"We are pleased with our continued strong performance which, despite challenging market conditions, demonstrates the success of our strategy and underlying strength of the business. These results reflect the positive momentum we have generated across the business. Our foundations remain strong, as we continue to gain new customers and positively re-engage in our core markets. The COVID-19 pandemic continues to cause disruption for business, however we are determined to minimise interruption to the supply of printheads, and we are well-positioned to withstand further volatility caused by the pandemic.

Launching the Xaar Irix today further demonstrates our drive and ability to deliver new products from our ImagineX platform. Continued investment in capability and capacity, together with the addition of FFEI will drive future growth and accelerate strong performance."

Enquiries:

 
Xaar plc                               +44 (0) 1223 423 663 
Ian Tichias, Chief Financial Officer 
John Mills, Chief Executive Officer 
 
  Tulchan Communications                 +44 (0) 207 353 4200 
James Macey White 
 Giles Kernick 
 

A presentation for analysts and investors will be held via webcast and conference call at 09:00am today. For further details, please contact Xaar@tulchangroup.com . The results webcast and presentation will be made available on the website (www.xaar.com) at 10:00am (BST).

Strategy Review

We are pleased with our continued strong performance which, despite challenging market conditions, demonstrates the positive momentum our strategy is driving across the business, as we continue to attract new customers and see positive re-engagement with the Group. Investment in capability and capacity will provide us with further opportunities to accelerate our strategy and future growth, and the success we have experienced in the first half of the year positions us to return the overall business to profitability in the medium term.

Business Units

Printhead

Customer-centric business model

We have OEMs and UDIs across multiple applications developing machines using a range of our products. Customer engagement has remained strong in 2021, with new accounts driving revenue growth and providing visibility of future revenue growth. We have a growing pipeline of new machine development as a result of the demonstrable technology advantages of Xaar's printheads. During 2021 we have seen increased activity in the glass printing, Printed Circuit Board ("PCB") manufacture and 3D printing applications. FFEI was acquired in July 2021 as a first step to widen the product portfolio on offer to further engage UDIs.

As part of the customer-centric focus, our end-to-end customer journey management is providing an enhanced level of service and support over the entire product lifecycle. This service enables the reduction of customer development times, and therefore time to market, and also provides the customer with improved aftersales support.

With sales in Asia having grown by 30% in H1 2021 compared to H1 2020, and most significantly in China where the growth was 45%, customers continue to re-engage and our sales pipeline is increasing. The new Customer Service Centre in Shenzhen, China is now open and focused on providing both our existing and potential customers across the region with a higher level of service, including enhanced technical support and training through a demonstration centre, waveform development and RMA facilities.

The Printhead business has seen some COVID-19 related supply constraints causing global component shortages in the market in H1 2021. Actions have been taken to mitigate their impact and maintain continuity of supply for the remainder of 2021 and into 2022, incurring increased costs. This will have a modest adverse impact on gross margins continuing into 2022. Due to ongoing uncertainty in relation to the COVID-19 Delta variant impact in Asia, we continue to be cautious with regards to our H2 2021 trading outlook.

Product roadmap and ImagineX platform

The ImagineX platform, which builds upon several technology and development programmes from our legacy Bulk and Thin Film investment, is driving the next phase of Xaar's success by enabling the business to increase its addressable market whilst establishing market leading products across all sectors.

The ImagineX platform is delivering new features and performance, and will carry on doing so over future years, providing significant enhancements to the current product portfolio; these include substantially improved speed and throughput, aqueous compatibility, increased throw distance to improve image quality on curved surfaces, increased robustness to improve the life of the printhead and maintain image quality, capability to operate at higher viscosities enabling a broader range of fluids to be printed, and higher resolutions. These features will help strengthen our position in markets where we are already well represented and will drive improved use in several markets where adoption levels of Xaar technology are lower, such as Wide Format Graphics ("WFG"), Labels, Packaging and Textiles. The performance enhancements in our product roadmap give a clear path for OEMs to upgrade their products and maintain their product differentiation.

In April 2021 Xaar Nitrox was launched, delivering improved print uniformity, capable of running at higher frequencies which increase printhead speed and productivity by 40%. These enhancements make it ideal for Ceramics, Labels, and Advanced Manufacturing applications. The product has been well received by the market and is being adopted by both current and new customers alike.

Xaar Irix is the latest product from our ImagineX platform and is officially launched today, strengthening our product offering in the Coding & Marking sector . The Xaar Irix delivers improved drop placement accuracy ensuring great image quality at longer print distances, guaranteeing reliable printing every time. The printhead is simple to use, easy to integrate, and designed as a non-disposable technology with a long life for minimal environmental impact.

We are engaged with OEM partners on several programmes related to our ImagineX platform, with products at alpha and beta trial stages. Development of an aqueous compatible printhead is progressing well, and is currently in alpha build test phase on track for product launch at the end of 2022. Aqueous compatibility, which enables the use of water based conductive inks and fluids, will open significant new markets for Xaar.

Xaar's Bulk Printhead Technology offers several benefits over the competition, principally with TF Technology (TM) (ink recirculation) and ability to print with the widest range of fluids. Benefits of Ultra High Viscosity Technology capability, as provided by most of Xaar's printheads, including the Xaar 2002 launched in 2020, are now more apparent to end users and so driving an increased interest in the technological advantages available from our printheads.

Over the longer term Xaar will increasingly vertically integrate in order to provide a more complete solution for printers in certain markets, whilst continuing its primary business model of selling printheads to OEMs and UDIs. The additional capabilities required to achieve this will be added through either partnership, development of existing capabilities or acquisition. The acquisition of FFEI allows Xaar to widen the product portfolio on offer to further engage UDIs, and will provide additional opportunities for vertical integration.

Operational leverage

The efforts made by the Printhead business to focus on and reduce its cost base, to drive improved profitability and scalability, are reflected in improved gross margins achieved for H1 2021 of 35%, up from 23% in H1 2020 (and 32% in H2 2020) for continuing operations. This has been realised through increased revenues through 2020 and in H1 2021, and increased factory throughput, allowing us to leverage the high operational gearing in the factory and wider business. The operational gearing and the absorption of operating costs into inventory have seen the Printhead business unit adjusted EBITDA improve from a GBP0.1 million loss in H1 2020 to a GBP0.8 million profit in H1 2021, despite cost increases on certain components in short supply.

We are pleased with the progress being made in 2021 following the implementation of efficiency programmes across operations and IT, two areas in which we have strengthened the senior leadership team.

Beyond the factory we continue to review our cost base, and in June 2021 we relocated the Xaar corporate offices from the Cambridge Science Park to the nearby Cambridge Research Park, which will generate savings of GBP0.7 million per annum from the start of the second half of 2021. The new global headquarters houses Xaar's finance, HR, legal and marketing functions, as well as a new purpose-built R&D laboratory. Specifically configured to enhance the working environment for the team, the new offices also embrace Xaar's commitment to flexible working for employees. The offices also provide a significantly reduced carbon footprint for Xaar as we focus on sustainability objectives across the business.

EPS

Our engineering teams at EPS, Xaar's Product Print Systems business, have continued to work on delivering standardised modular systems, however delays in the execution of the modular strategy led to a change in leadership of the business during H1 2021. This new leadership has identified key areas where significant improvements were required to address operational deficiencies, cut project overruns and shorten lead times. As a consequence, further restructuring of the business and consolidation of the product range has taken place.

Revenues achieved in H1 2021 for EPS were in line with management expectations, being below that achieved in H1 2020. Few interruptions to the EPS manufacturing operations have been experienced as a result of the COVID-19 pandemic. EPS has experienced increasing lead times for certain key system components, which is a risk we continue to manage. As an OEM and supplier to end users, the EPS sales from Pad Printing machines and consumables were affected throughout the second half of 2020 and into 2021, as end user markets continued to be impacted by the pandemic. Underlying profitability of the business is strong, and with a healthy pipeline we see good growth potential as COVID-19 eases in the US.

Whilst the underlying performance for the EPS business remains on track and continues to be profitable, actions taken to refocus the business on future growth opportunities mean H1 2021 results have been impacted by certain non-cash write down adjustments. These are largely related to inventory we now consider to be slow moving or obsolete inventory, and amount to $1.4 million (GBP1.0 million). Further work will continue in 2021 to enable delivery of improved operational processes across the business addressing concerns raised around operational and reporting controls in the 2020 audit. We expect the beneficial impact of these actions to be reflected in the financial performance of the business from H2 2021.

3D

The 3D business unit, with operations in Nottingham, UK, and Copenhagen, Denmark, has continued to experience some delays in the beta programme, testing and commercialisation of the 3D printers in the first half of 2021 as a result of COVID-19 restrictions. The more significant restrictions causing these delays were in Denmark, which limited the number of individuals who were allowed in the Copenhagen facility, restricting testing capacity and the ability to travel and resolve issues face to face with the sub-contract manufacturer.

Negotiations to divest Xaar's interest in Xaar 3D are at an advanced stage, and although have taken longer than expected, we believe we are close to conclusion. In line with this intended divestment, Xaar 3D continues to be classified as a discontinued operation held for sale. The terms of the final agreement will be subject to Xaar shareholder approval. The sale of the remaining stake in Xaar 3D would provide the business with the best opportunity to complete the commercialisation of the HSS product range in the shortest time. Additionally, any immediate divestment of Xaar 3D would lead to an immediate injection of cash into Xaar, allowing the ongoing business to fully focus on its strategy.

Operating sustainably

Xaar strongly believes that operating responsibly is integral to business success. We uphold the highest of standards across our business and comply with all relevant regulations in the territories in which we operate whilst enhancing the working environment for our employees and minimising the environmental impact of our products and operations. During the reporting year, Xaar has established an ESG Committee and a Sustainability Team which is comprised of colleagues from across our business operations, chaired by the Head of Sustainability; each bringing a different skill set and perspective to support our sustainability journey. Backed by full Board support, sponsored by Alison Littley, Senior Independent Director, this group will initially focus its efforts on defining and developing our overarching sustainability ambitions and ESG strategy, with its first objective to establish its Sustainability Roadmap to 2030. Once in place and agreed by all stakeholders by the end of 2021, this Sustainability Roadmap will be a principal driver for positive change and investment within the business, and we aim to disclose the Sustainability Roadmap in our 2021 Annual Report.

The benefits evident in Xaar's printhead technologies, including delivery of quality, reliability, uniformity, productivity and performance, in turn contributes to a reduction in material and energy wastage. Digital inkjet printing is a far more sustainable option with a smaller carbon footprint overall for users, as it reduces and prevents excessive waste and uses less energy, versus traditional analogue printing techniques, due to the ability to print short runs or print direct-to-shape, and with TF Technology (TM) in Xaar printheads, print more viscous fluids reducing the need for energy intensive drying processes.

It has been a year since Xaar introduced new packaging across our printhead portfolio, whereby all Xaar's printheads are shipped in fully recyclable and biodegradable cardboard packs. Plastic consumption is expected to reduce by more than our targeted 1.2 tonnes per year reduction in 2021.

Xaar offset all of the UK regulatory Scope 1 and 2 carbon impact that we made and reported in 2020, making Xaar a carbon neutral inkjet manufacturer in 2020, which we expect to continue in future years. We still need to understand the full carbon impact from our operations and are committed to continue reducing this impact on the environment and maintaining our drive to achieve complete carbon neutrality in line with the UK's 2030 goal. Scope 3 emissions across the Xaar value chain are currently under review, with the aim to fully disclose our entire impact in the 2021 Annual Report. The Printhead business moved electricity supply to a green energy supply in 2020, supplementing measures that are already being taken to improve energy efficiency across the business. The Xaar Energy Efficiency Team has continued efforts to drive further initiatives to minimise energy usage across the Printhead business.

In support of our local community, we started a program of work to establish apprenticeship and graduate schemes which we are in the process of rolling out over 2021 and 2022. This is aligned with our sponsorship of local charities and organisations where, amongst other things, we continue to drive interest in STEM subjects among school students, are sponsoring Cambridgeshire Live Environmental Hero Awards 2021, and are hosting the closing event for Cows around Cambridge in support of Break. In 2021, Xaar launched its Volunteering Policy aimed at promoting volunteering across the organisation, and we are working with local agencies to identify environmental projects that employees can get involved in.

Outlook

Whilst the COVID-19 pandemic continues to cause business disruption, the Group is concentrated on securing continuity of supply of components to eliminate any interruption to the supply of printheads in 2022. The ongoing pandemic makes it difficult to provide reliable guidance on the outlook for the remainder of 2021 and beyond, however the short-term outlook remains positive with a healthy order book across the business. The success we have had in the first half of 2021, and the strength of the Group's balance sheet and cash position, means the business is well-positioned to withstand further volatility caused by the pandemic. We remain confident our full year 2021 results will be in line with expectations.

The acquisition in July 2021 of FFEI, a leading integrator and manufacturer of industrial digital inkjet systems and digital life science technology, strengthens Xaar's capabilities and skills and will accelerate Xaar's existing growth strategy. We continue to focus on implementing our strategy by laying the foundations to enable future growth, are committed to the delivery of the product roadmap, and remain on-track to return to profitability in the medium-term.

Business Performance

Due to the advanced stage negotiations to divest the remaining shares in Xaar 3D, the business was classified as an asset held for sale from 31 December 2020 and the business is no longer classified as a continuing operation. Xaar's continuing operations, therefore, consist of the Printhead and EPS businesses.

Continuing Operations

Trading for the six months ended 30 June 2021 has been in line with management's expectations. Revenues for the period were GBP26.3 million, representing an increase of 11% and 8% relative to H1 2020 (GBP23.7 million) and H2 2020 (GBP24.3 million) respectively.

 
 Revenue by region - continuing operations 
                  2021 H1              2020 H2              2020 H1 
   GBPm       PH    EPS   Total    PH    EPS   Total    PH    EPS   Total 
            -----  ----  ------         ----  ------  -----  ----  ------ 
 Americas     3.9   6.1    10.0    3.7   5.8     9.5    3.9   6.9    10.8 
 Asia         5.8     -     5.8    5.1     -     5.1    4.5     -     4.5 
 EMEA        10.5     -    10.5    9.7     -     9.7    8.4     -     8.4 
            -----  ----  ------  -----  ----  ------  -----  ----  ------ 
 Total       20.2   6.1    26.3   18.5   5.8    24.3   16.8   6.9    23.7 
            -----  ----  ------  -----  ----  ------  -----  ----  ------ 
 

Printhead revenues continue to recover half-on-half, representing an increase of 20% and 9% relative to H1 2020 (GBP16.8 million) and H2 2020 (GBP18.5 million) respectively, representing a steady return to growth. Revenue growth has been driven by stronger performances in Asia and EMEA.

The growth in Printhead revenues half-on-half since H1 2020 can be attributed to the Ceramics and Glass sector, with additional growth improvement in the WFG and Labels sector since H1 2020. This is partially offset by the fall in Packaging and Textiles revenues, and a slight decline in Coding & Marking (C&M) and Direct to Shape (DTS) sector revenues, with all other sectors remaining relatively flat over the last three halves.

The strong performances in both Asia and EMEA mainly relates to the Ceramics and Glass sector growing 56% H1 2020 to H1 2021, and 23% H2 2020 to H1 2021. This largely relates to the re-engagement of customers who have started to develop or manufacture new machines using the Xaar 2001+ and Xaar 2002 products, coupled with the launch of the Xaar Nitrox printhead in April 2021. We have significant increases in the number of new machines specifying our printheads.

WFG and Labels revenue was up 21% at GBP3.5 million compared to H1 2020 at GBP2.9 million, maintaining the improvement experienced in H2 2020 driven by labels revenues in EMEA.

Packaging and Textiles revenues approximately halved in H1 2021 to GBP0.2 million, when compared to H1 and H2 2020. Our ability to target this sector effectively is somewhat limited by our current product range. Advancements in the product portfolio driven by the ImagineX platform, such as aqueous compatibility, should make this significant sector more accessible in the future.

 
 Printhead revenue 
-------------------------------------------------------------------------- 
 GBPm(1)                      2021   2020   2020      Var          Var 
                               H1     H2     H1      to 2020      to 2020 
                                                    H2 (%)(1)    H1 (%)(1) 
 Ceramics and Glass            9.5    7.7    6.1          23%          56% 
 C&M and DTS                   5.9    5.5    6.0           6%         (2%) 
 WFG and Labels                3.5    3.4    2.9           2%          21% 
 3D and Adv. Manufacturing     1.0    1.1    1.3        (10%)        (22%) 
 Packaging and Textiles        0.2    0.5    0.4        (62%)        (42%) 
 Royalties                     0.1    0.2    0.2        (16%)        (34%) 
                             -----  -----  -----  -----------  ----------- 
 Total                        20.2   18.5   16.8           9%          20% 
                             -----  -----  -----  -----------  ----------- 
 

1 - Figures and percentages are subject to rounding arising from conversion to GBPm from actual figures

Revenues from the EPS business declined in line with management's expectations by GBP0.8 million H1 2020 to H1 2021, but improved by GBP0.3 million relative to H2 2020, principally as a result of the timing of COVID-19 related lockdowns and general economic activity in the sector.

Sales of digital inkjet lines improved in H1 2021 from H2 2020 by GBP0.4 million, having declined H2 2020 from H1 2020 by GBP0.8 million. Sales of machines accounted for the majority of the improvement on H2 2020, with consumables sales remaining flat.

Sales of analogue pad printing lines declined GBP0.2 million H1 2020 to H1 2021, but stayed flat on H2 2020, with the slight decline in sales of machines offset by an increase in sales of consumables.

 
 EPS revenue 
 GBPm(1)           2021   2020   2020      Var          Var 
                    H1     H2     H1      to 2020      to 2020 
                                         H2 (%)(1)    H1 (%)(1) 
 Digital Inkjet     3.6    3.2    4.0          13%        (10%) 
 Pad Printing       2.4    2.4    2.6         (2%)        (10%) 
 Other              0.1    0.2    0.2        (29%)        (40%) 
                  -----  -----  -----  -----------  ----------- 
 Total              6.1    5.8    6.9           5%        (11%) 
                  -----  -----  -----  -----------  ----------- 
 

1 - Figures and percentages are subject to rounding arising from conversion to GBPm from actual figures

Gross profit for the period has continued to improve over the last three half year reporting periods, having improved by GBP1.3 million to GBP7.6 million when compared to H1 2020 (H1 2020: GBP6.3 million), and by GBP0.9 million relative to the second half of 2020 (H2 2020: GBP6.7 million). Gross margin has also improved overall to 29%, up from 27% for H1 and H2 2020, however, gross margins across the Group have been impacted differently. Gross margins for the Printhead business have improved since H1 2020, increasing from 23% to 35% for H1 2021. This reflects the increased volumes and operational leverage in the business, in addition, the margin in H1 2020 was depressed by a GBP1.0 million provision for critical spares. Gross margins for the EPS business decreased from 37% for H1 2020 to 8% for H1 2021. Excluding the non-cash adjustments in H1 2021 mainly relating to slow moving and obsolete inventory, the underlying gross margin had reduced to 28%, largely due to the resetting of the modular strategy by new management . Excluding the GBP1.2 million of adjustments recorded by EPS in H1 2021, the gross profit for the Group would have improved to GBP8.8 million, with a gross margin of 33%.

R&D spend increased GBP0.5 million (25%) on H1 2020 (H1 2021: GBP2.6 million; H1 2020: GBP2.1 million). This reflects the investment in the ImagineX platform, which will be central to our long-term growth and delivery of the product roadmap.

Sales and marketing spend is in line with H2 2020, which reflects the continuation of travel restrictions into 2021 due to COVID-19, which limited our ability to visit customers and led to the cancellation of the majority of tradeshows.

General and administrative expenses on an adjusted basis, increased by GBP1.1 million compared to H1 2020, from GBP3.0 million to GBP4.1 million in H1 2021. Of this increase, GBP0.6 million related to trading foreign exchange gains in H1 2020, as a result of the exchange rate volatility response to COVID-19. The remainder of the increase largely related to planned investment in key areas of the business and infrastructure, including IT and Finance. IFRS General and administrative expenses increased from GBP2.3 million in the first half of 2020 to GBP4.5 million in the first half of 2021. In addition to the GBP1.1 million increase on an adjusted basis, the additional increase of GBP1.1 million is largely driven by a GBP1.0 million swing in foreign exchange from a gain to a loss in the period on intra-company balances.

Impairment gains on financial assets were GBP14,000 for H1 2021, compared to GBP0.4 million for H1 2020 and GBP0.6 million for H2 2020.

Other operating income in 2020 of GBP0.8 million related to the PPP loan taken out by the EPS business in the US which has met all qualifying criteria to be forgiven.

Restructuring and investment expenses of GBP0.9 million in H1 2021 relate to costs associated with re-organisations made in the business, and investment and divestment related transactional costs.

The adjusted EBITDA from continuing operations for the period was a GBP0.4 million loss (H1 2020: GBP0.7 million profit). The Printhead business unit adjusted EBITDA improved from a GBP0.1 million loss in H1 2020 to a GBP0.8 million profit in H1 2021, with the EPS business declining from a GBP0.8 million profit in H1 2020 to a GBP1.2 million loss in H1 2021, as a result of the non-cash adjustments in H1 2021 relating to slow moving and obsolete inventory. Excluding the adjustments recorded by EPS in H1 2021, the adjusted EBITDA for the EPS business would have been a GBP0.1 million profit, and the adjusted EBITDA for the Group would have improved to a GBP0.9 million profit.

The adjusted loss before tax for continuing operations in the period was GBP2.3 million (H1 2020: GBP1.3 million). Excluding the adjustments recorded by EPS in H1 2021, the loss before tax for continuing operations would have been GBP1.0 million. The loss before tax under IFRS for continuing operations was GBP2.1 million (H1 2020: profit of GBP1.3 million) with a tax credit of GBP0.2 million (H1 2020: charge of GBP0.4 million) taking the loss for the period to GBP1.8 million (H1 2020: profit of GBP1.0 million).

Discontinued Operations

A GBP3.4 million loss was recorded in relation to discontinued operations for H1 2021 (H1 2020: GBP6.2 million) with cash outflows for the period of GBP1.2 million (H1 2020: GBP6.4 million).

As a result of the intended sale of Xaar 3D, it was classified as a discontinued operation held for sale as at 31 December 2020. The 3D business recorded a loss of GBP3.5 million (of which GBP0.2 million is eliminated at Group level, relating to intra-group charges) for H1 2021 (H1 2020: GBP2.9 million). The increased level of losses in the business primarily relate to R&D expenses recognised in the period, which increased by GBP0.5 million compared to H1 2020.

The Thin Film business, which was classified as discontinued in 2019, recorded a loss of GBP0.2 million for H1 2021, which primarily relates to inventory commitments.

Balance sheet

The Group retains a strong balance sheet and cash position. Net cash at 30 June 2021, excluding cash from the 3D business (which is classified as an asset held for sale) was GBP17.1 million. This represents a decline of GBP1.0 million in net cash for continuing operations since 31 December 2020, which has been primarily driven by planned capital investment, including the relocation of Xaar's Cambridge office which will generate GBP0.7 million of annual cost savings going forward. The Group maintains a strong cash focus and disciplined cost controls.

Non-current assets increased slightly from GBP24.7 million at 31 December 2020, to GBP25.0 million in the first half of the year. Property, plant and equipment reduced overall by GBP0.7 million, driven primarily by the depreciation of assets (GBP1.7 million) and GBP1.0 million of capital additions. The right of use asset increased overall by GBP0.8 million since 31 December 2020, principally due to the inception of the new lease for the corporate headquarters in Cambridge.

Current assets, excluding the disposal group assets held for sale, increased overall by GBP1.8 million. Overall inventory value has increased by GBP2.7 million, all of which relates to an increase in inventory held by the Printhead business, whilst the inventory value at EPS has remained flat. Trade and other receivables reduced by GBP0.2 million driven by a strong focus on cash collection in the Printhead business.

Current liabilities, excluding liabilities associated with Xaar 3D (held for sale), increased overall by GBP3.0 million due to an decrease in derivative financial liabilities of GBP1.3 million and an increase in trade and other payables of GBP4.0 million, relating mainly to improvement of payment terms with suppliers, the timing of the payment run processed over half year, offsetting a reduction in the bonus accrual since year end reflecting the payment made in H1 2021.

The 3D business is classified as held for sale, with GBP9.0 million of assets and GBP4.1 million of liabilities associated with the disposal group as at 30 June 2021.

Non-current liabilities, mainly relating to lease liabilities recorded under IFRS 16, increased by GBP0.7 million in the first half of 2021, due to the relocation of the corporate headquarters Cambridge offices.

Dividend

No interim dividend has been declared for 2021. The Board recognises the importance of regular income to many investors, but believes that it would be inappropriate to reinstate payment of dividends before sustainable profits are restored.

 
 John Mills                 Ian Tichias 
  Chief Executive Officer    Chief Financial Officer 
 

14 September 2021

Directors' responsibilities statement

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting as adopted by the UK

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

o 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

o 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 entity 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

John Mills

Chief Executive Officer

14 September 2021

 
 CONDENSED CONSOLIDATED INCOME STATEMENT 
 FOR THE SIX MONTHSED 30 
  JUNE 2021 
                                                         Six months     Six months   Twelve months 
                                                              ended          ended           ended 
                                                            30 June                    31 December 
                                                               2021   30 June 2020            2020 
                                                                       (unaudited, 
                                                        (unaudited)      restated)       (audited) 
                                                Notes       GBP'000        GBP'000         GBP'000 
---------------------------------------------  ------  ------------  -------------  -------------- 
 Revenue                                          3          26,302         23,672          47,984 
 Cost of sales                                             (18,725)       (17,335)        (34,974) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 Gross profit                                                 7,577          6,337          13,010 
 Research and development expenses                          (2,619)        (2,093)         (4,535) 
 Research and development expenditure 
  credit                                                        200            176             142 
 Sales and marketing expenses                               (3,106)        (2,851)         (5,970) 
 General and administrative expenses                        (4,507)        (2,340)         (8,022) 
 Impairment reversal of financial 
  assets                                                         14            388             946 
 Restructuring and investment 
  expenses                                        2           (873)          (170)           (754) 
 Gain on derivative financial 
  liabilities                                     9           1,269          1,094              77 
 Other operating income                           2               -            819             819 
---------------------------------------------  ------  ------------  -------------  -------------- 
 Operating (loss)/profit                                    (2,045)          1,360         (4,287) 
 Investment income                                                2             24              47 
 Finance costs for leases                                      (45)           (51)            (82) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 (Loss)/profit before tax                                   (2,088)          1,333         (4,322) 
 Income tax credit/(expense)                      5             249          (366)            (52) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 (Loss)/profit for the period 
  from continuing operations                                (1,839)            967         (4,374) 
 Loss from discontinued operations 
  after tax                                      10         (3,419)        (6,154)        (10,295) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 Loss for the period                                        (5,258)        (5,187)        (14,669) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 
 Attributable to: 
 Owners of the Company                                      (3,699)        (3,887)        (11,685) 
 Non-controlling interest                                   (1,559)        (1,300)         (2,984) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 Loss for the period                                        (5,258)        (5,187)        (14,669) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 
 Earnings/(loss) per share - 
  Total 
 Basic                                            6          (4.8p)         (5.0p)         (15.2p) 
 Diluted                                          6          (4.8p)         (5.0p)         (15.2p) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 
 Earnings/(loss) per share - Continuing operations 
 Basic                                            6          (2.3p)           1.3p          (5.7p) 
 Diluted                                          6          (2.3p)           1.3p          (5.7p) 
---------------------------------------------  ------  ------------  -------------  -------------- 
 
 

No dividends were paid in the current or prior period.

 
 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 FOR THE SIX MONTHSED 30 JUNE 
  2021 
                                             Six months     Six months   Twelve months 
                                                  ended          ended           ended 
                                                30 June                    31 December 
                                                   2021   30 June 2020            2020 
                                                           (unaudited, 
                                            (unaudited)      restated)       (audited) 
                                                GBP'000        GBP'000         GBP'000 
---------------------------------------   -------------  -------------  -------------- 
 Loss for the period attributable 
  to shareholders                               (5,258)        (5,187)        (14,669) 
----------------------------------------  -------------  -------------  -------------- 
 Exchange differences on translation 
  of net investment                                (22)           (22)             240 
 Tax benefit on share option and 
  restructuring gains                                 -              -             (5) 
----------------------------------------  -------------  -------------  -------------- 
 Other comprehensive (loss)/income 
  for the period                                   (22)           (22)             235 
----------------------------------------  -------------  -------------  -------------- 
 Total comprehensive loss for 
  the period                                    (5,280)        (5,209)        (14,434) 
----------------------------------------  -------------  -------------  -------------- 
 
 Total comprehensive loss attributable 
  to: 
 Owners of the Company                          (3,717)        (3,913)        (11,466) 
 Non-controlling interest                       (1,563)        (1,296)         (2,968) 
----------------------------------------  -------------  -------------  -------------- 
                                                (5,280)        (5,209)        (14,434) 
 ---------------------------------------  -------------  -------------  -------------- 
 
 
 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 AS AT 30 JUNE 2021 
                                                       As at          As at 
                                                                31 December 
                                                30 June 2021           2020 
                                       Notes     (unaudited)      (audited) 
------------------------------------  ------  --------------  ------------- 
 Non-current assets 
 Goodwill                                              5,078          5,152 
 Other intangible assets                                 109            207 
 Property, plant and equipment                        16,441         17,147 
 Right of use asset                                    2,884          2,078 
 Deferred tax asset                                      457            139 
                                      ------  --------------  ------------- 
                                                      24,969         24,723 
------------------------------------  ------  --------------  ------------- 
 Current assets 
 Inventories                                          13,057         10,355 
 Trade and other receivables                           9,936          9,751 
 Current tax asset                                       574            425 
 Treasury deposits                                         -            161 
 Cash and cash equivalents                            17,079         17,956 
 Derivative financial instruments                          -            160 
 Assets held for sale                                      -             43 
                                      ------  --------------  ------------- 
                                                      40,646         38,851 
------------------------------------  ------  --------------  ------------- 
 Disposal group assets held for 
  sale                                  10             8,986          9,968 
------------------------------------  ------  --------------  ------------- 
                                                      49,632         48,819 
------------------------------------  ------  --------------  ------------- 
 Total assets                                         74,601         73,542 
------------------------------------  ------  --------------  ------------- 
 Current liabilities 
 Trade and other payables                           (13,914)        (9,940) 
 Provisions                                            (433)          (357) 
 Derivative financial instruments        9           (1,650)        (2,919) 
 Lease liabilities                                   (1,261)        (1,064) 
                                                    (17,258)       (14,280) 
------------------------------------  ------  --------------  ------------- 
 Liabilities associated with the 
  disposal group                        10           (4,082)        (1,589) 
------------------------------------  ------  --------------  ------------- 
                                                    (21,340)       (15,869) 
------------------------------------  ------  --------------  ------------- 
 Net current assets                                   28,292         32,950 
------------------------------------  ------  --------------  ------------- 
 Non-current liabilities 
 Provisions                                            (250)              - 
 Lease liabilities                                   (1,996)        (1,515) 
 Total non-current liabilities                       (2,246)        (1,515) 
------------------------------------  ------  --------------  ------------- 
 Total liabilities                                  (23,586)       (17,384) 
------------------------------------  ------  --------------  ------------- 
 Net assets                                           51,015         56,158 
------------------------------------  ------  --------------  ------------- 
 Equity 
 Share capital                                         7,834          7,833 
 Share premium                                        29,328         29,328 
 Own shares                                          (1,929)        (1,957) 
 Translation reserves                                    800            818 
 Other reserves                                       21,301         21,167 
 Retained earnings                                   (8,527)        (4,802) 
------------------------------------  ------  --------------  ------------- 
 Equity attributable to owners 
  of the company                                      48,807         52,387 
------------------------------------  ------  --------------  ------------- 
 Non-controlling interest                              2,208          3,771 
------------------------------------  ------  --------------  ------------- 
 Total equity                                         51,015         56,158 
------------------------------------  ------  --------------  ------------- 
 
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 FOR THE SIX MONTHSED 30 JUNE 2021 
                     Share     Share       Own      Other   Translation   Retained             Non-controlling     Total 
                   capital   premium    shares   reserves       reserve   earnings     Total          interest    equity 
                   GBP'000   GBP'000   GBP'000    GBP'000       GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
----------------  --------  --------  --------  ---------  ------------  ---------  -------- 
 Balances at 1 
  January 2021       7,833    29,328   (1,957)     21,167           818    (4,802)    52,387             3,771    56,158 
----------------  --------  --------  --------  ---------  ------------  ---------  --------  ----------------  -------- 
 Loss for the 
  period                 -         -         -          -             -    (3,699)   (3,699)           (1,559)   (5,258) 
 Exchange 
  differences on 
  retranslation 
  of net 
  investment             -         -         -          -          (18)          -      (18)               (4)      (22) 
 Total 
  comprehensive 
  loss 
  for the period         -         -         -          -          (18)    (3,699)   (3,717)           (1,563)   (5,280) 
 Issue of share 
  capital                1         -         -          -             -          -         1                 -         1 
 Own shares sold 
  in the period          -         -        28          -             -       (26)         2                 -         2 
 Credit to 
  equity for 
  equity-settled 
  share-based 
  payments               -         -         -        134             -          -       134                 -       134 
----------------  --------  --------  --------  ---------  ------------  ---------  --------  ----------------  -------- 
 Balance at 30 
  June 2021          7,834    29,328   (1,929)     21,301           800    (8,527)    48,807             2,208    51,015 
----------------  --------  --------  --------  ---------  ------------  ---------  --------  ----------------  -------- 
 
                     Share     Share       Own      Other   Translation   Retained             Non-controlling     Total 
                   capital   premium    shares   reserves       reserve   earnings     Total          interest    equity 
                   GBP'000   GBP'000   GBP'000    GBP'000       GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 Balances at 1 
  January 2020, 
  as reported        7,833    29,328   (2,676)     20,921           660      7,855    63,921             6,739    70,660 
 Correction of 
  error *                -         -         -          -          (66)      (257)     (323)                 -     (323) 
----------------  --------  --------  --------  ---------  ------------  ---------  --------  ----------------  -------- 
 Balances at 1 
  January 2020, 
  as restated        7,833    29,328   (2,676)     20,921           594      7,598    63,598             6,739    70,337 
 Loss for the 
  period, as 
  restated 
  (see note 11)          -         -         -          -             -    (3,887)   (3,887)           (1,300)   (5,187) 
 Exchange 
  differences on 
  translation 
  of net 
  investment             -         -         -          -          (26)          -      (26)                 4      (22) 
 Total 
  comprehensive 
  loss 
  for the period         -         -         -          -          (26)    (3,887)   (3,913)           (1,296)   (5,209) 
 Own shares sold 
  in the period          -         -       647          -             -      (645)         2                 -         2 
 Credit to 
  equity for 
  equity-settled 
  share-based 
  payments               -         -         -        103             -          -       103                 -       103 
----------------  --------  --------  --------  ---------  ------------  ---------  --------  ----------------  -------- 
 Balance at 30 
  June 2020          7,833    29,328   (2,029)     21,024           568      3,066    59,790             5,443    65,233 
----------------  --------  --------  --------  ---------  ------------  ---------  --------  ----------------  -------- 
 

* The nature of the correction of error is described in Note 36 of the Group's Annual Report and Financial Statements 2020.

 
 CONDENSED CONSOLIDATED CASH FLOW STATEMENT 
 FOR THE SIX MONTHSED 30 JUNE 
  2021 
                                                   Six months    Six months   Twelve months 
                                                        ended         ended           ended 
                                                      30 June       30 June     31 December 
                                                         2021          2020            2020 
                                                  (unaudited)   (unaudited)       (audited) 
                                           Note       GBP'000       GBP'000         GBP'000 
----------------------------------------  -----  ------------  ------------  -------------- 
 Net cash used in operating activities      8           (659)         (743)         (2,807) 
----------------------------------------  -----  ------------  ------------  -------------- 
 Investing activities 
 Investment income                                         11            45              64 
 Movement in treasury deposits                            161         (503)             361 
 Purchase of derivative financial 
  instruments                                               -             -           (130) 
 Purchases of property, plant 
  and equipment                                       (1,221)         (606)         (1,098) 
 Proceeds on disposal of property, 
  plant and equipment                                       -           136             167 
 Expenditure on software                                 (10)             -               - 
----------------------------------------  -----  ------------  ------------  -------------- 
 Net cash used in investing activities                (1,059)         (928)           (636) 
----------------------------------------  -----  ------------  ------------  -------------- 
 Financing activities 
 Proceeds from sale of own shares                           6             -               - 
 Payment of lease liabilities 
  and related interest                                  (348)         (720)         (1,224) 
----------------------------------------  -----  ------------  ------------  -------------- 
 Net cash used in financing activities                  (342)         (720)         (1,224) 
----------------------------------------  -----  ------------  ------------  -------------- 
 Net decrease in cash and cash 
  equivalents                                         (2,060)       (2,391)         (4,667) 
 Effect of foreign exchange rate 
  changes                                               (155)           425            (57) 
 Cash and cash equivalents at 
  beginning of year                                    20,076        24,800          24,800 
----------------------------------------  -----  ------------  ------------  -------------- 
 Cash and cash equivalents at 
  end of period                                        17,861        22,834          20,076 
----------------------------------------  -----  ------------  ------------  -------------- 
 Cash and cash equivalents attributable 
  to assets held for sale                                 782         5,889           2,120 
----------------------------------------  -----  ------------  ------------  -------------- 
 Cash and cash equivalents                             17,079        16,945          17,956 
----------------------------------------  -----  ------------  ------------  -------------- 
 

Cash and cash equivalents (which are presented as a single class of asset on the face of the condensed consolidated statement of financial position) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less. The carrying amount of these assets is approximately equal to their fair value.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION

FOR THE SIX MONTHSED 30 JUNE 2021

   1.   Basis of preparation and accounting policies 

Basis of preparation

These interim financial statements have been prepared in accordance with the accounting policies set out in the Group's Annual Report and Financial Statements 2020 on pages 115 to 125 (available at www.xaar.com) and were approved by the Board of Directors on 14 September 2021. The interim financial statements for the six months ended 30 June 2021 have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the United Kingdom. The interim financial statements do not include all the information and disclosures in the annual financial statements and should be read in conjunction with the Group's annual financial statements as at 31 December 2020.

The interim financial statements have not been audited or reviewed by the Company's auditor. They do not constitute statutory financial statements as defined in section 434 of the Companies Act 2006. The comparative figures for the financial year ended 31 December 2020 are derived from the Group's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

Judgements and 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 December 2020.

Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2020.

Government and EU Grants

Government and EU grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grant will be received. Government and EU grants relating to research and development are treated as income over the periods necessary to match them with the related costs. The treatment is consistent with IAS 20 Accounting for Government Grants and Disclosure of Government Assistance.

Principal risks and uncertainties

The Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board has an established, structured approach to risk management, which includes continuously assessing and monitoring the key risks and uncertainties of the business. An outline of the key risks and uncertainties faced by the Group is detailed on pages 40 to 49 of the Xaar plc Annual Report and Financial Statements 2020, which is available on the Group's website at www.xaar.com.

The Board has reviewed these risks and concluded that they will continue to remain relevant for the second half of the financial year. The potential impact of these risks on our strategy and financial performance, together with details of our specific mitigation actions, are set out in the Xaar plc Annual Report and Financial Statements 2020, and on pages 9 to 11 of the Xaar plc Interim Report 2021. No new risks have been identified.

Brexit and other trade barriers

The Group operates globally and the impact following the transition phase of Brexit continues to be monitored. We have taken action where necessary in moving to freight carriers to ensure smooth customs clearance and to date have experienced little impact. We will continue to evaluate all transport methods and ensure we meet any increased burden of audit trail compliance. As for many businesses, a greater challenge is potentially that of EU workers and migration. As a result of Brexit, the Group is exposed to potential currency fluctuations.

Brexit and trade barriers continue to be an integral part of the Group's ongoing risk management and review process, for which solutions to address the risks identified are explored and implemented. We continue to believe that the direct consequences of Brexit will have no material impact on the Group.

Going concern

The Board continuously reviews the performance of the business and its future prospects, together with other factors likely to affect its future development, performance and position.

To date the impact of COVID-19 on the Group's trading has been minimal, however we are now seeing some COVID-19 related supply constraints, for which actions are being taken to mitigate their impact and therefore the Board continue to be optimistic on the future trading environment. The Group continues to enjoy a healthy cash position and is well positioned to cope with the current situation. The Board remains confident in the long-term future prospects for the Group and its ability to continue as a going concern for the foreseeable future.

The Group's day to day working capital requirements are expected to be met through the current cash and cash equivalents and the Group was debt free as at 30 June 2021. The Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, based on the Group's forecasts and projections for the period to 31 December 2022, taking account of reasonably possible changes in trading performance. For this reason, the Group continues to adopt the going concern basis in preparing the interim financial statements.

   2.   Reconciliation of adjusted financial measures 
 
                                              Six months    Six months   Twelve months 
                                                   ended         ended           ended 
                                                 30 June       30 June     31 December 
                                                    2021          2020            2020 
                                                 GBP'000       GBP'000         GBP'000 
                                                           (unaudited, 
                                             (unaudited)     restated)       (audited) 
------------------------------------------  ------------  ------------  -------------- 
 (Loss)/profit before tax from continuing 
  operations                                     (2,088)         1,333         (4,322) 
------------------------------------------  ------------  ------------  -------------- 
 Share-based payment charges                         155            87             348 
 Exchange differences relating to 
  intra-group transactions                           267         (782)             347 
 Gain on derivative financial liabilities        (1,269)       (1,094)            (77) 
 Restructuring and investment expenses               873           170             754 
 Other operating income                                -         (819)           (819) 
 Research and development expenditure 
  credit                                           (200)         (176)           (142) 
------------------------------------------  ------------  ------------  -------------- 
 Adjusted loss before tax from continuing 
  operations                                     (2,262)       (1,281)         (3,911) 
------------------------------------------  ------------  ------------  -------------- 
 Interest income                                     (2)          (24)            (47) 
 Interest charge arising from IFRS 
  16                                                  45            51              82 
 Depreciation and impairment of property, 
  plant and equipment                              1,792         1,866           3,856 
 Amortisation of intangible assets                    66            48              82 
------------------------------------------  ------------  ------------  -------------- 
 Adjusted EBITDA from continuing 
  operations                                       (361)           660              62 
------------------------------------------  ------------  ------------  -------------- 
 

EBITDA is calculated as statutory operating profit before depreciation, amortisation and impairment of property, plant and equipment, intangible assets and goodwill. Adjusted EBITDA is calculated as EBITDA excluding other adjusting items as defined.

Share-based payment charges include the IFRS 2 charge for the period of GBP134,000 (H1 2020: GBP103,000) and the expense relating to National Insurance on the outstanding potential share option gains of GBP21,000 (H1 2020: credit of GBP16,000). These costs are included in the general and administrative expenses in the consolidated income statement.

Exchange differences relating to the United States, Danish and Swedish operations represent exchange gains or losses recorded in the consolidated income statement as a result of operating in the United States, Denmark and Sweden. These costs are included in general and administrative expenses in the consolidated income statement.

Gain on derivative financial instruments relate to gains and losses made on written call option contracts. These amounts are included in the consolidated income statement under gain on derivative financial liabilities.

Restructuring and investment expenses in the first half of 2021 of GBP873,000 mainly relate to costs incurred and provisions made in relation to investment related expenditure and re-organisation costs (H1 2020: re-organisation costs of GBP170,000). Cash expenditure arising from restructuring costs related to restructuring and investment expenses in the first half of 2021 was GBP396,000 (H1 2020: GBP323,000).

The research and development expenditure credit relates to the corporation tax relief receivable relating to qualifying research and development expenditure. This item is shown on the face of the consolidated income statement. No cash was received in relation to RDEC in the first half of 2021 (H1 2020: GBP929,000).

Other operating income of GBPnil (2020: GBP819,000) relates to a forgivable $1.0 million loan between Engineered Print Solutions (EPS) and TD bank and is backed by the US Federal Government (Small Business Administration); further details are provided under note 4. The loan was taken out as part of the government backed scheme. The Company considers that it has met the requirements of the waiver, and therefore expects it to be waived, the loan has therefore been treated as a government grant under IAS 20. A cash receipt of the same amount was received.

 
                                            Six months    Six months   Twelve months 
                                                 ended         ended           ended 
                                               30 June       30 June     31 December 
                                                  2021          2020            2020 
                                             pence per     pence per       pence per 
                                                 share         share           share 
                                                         (unaudited, 
                                           (unaudited)     restated)       (audited) 
----------------------------------------  ------------  ------------  -------------- 
 Basic and diluted (loss)/earnings 
  per share from continuing operations          (2.3p)          1.3p          (5.7p) 
----------------------------------------  ------------  ------------  -------------- 
 Share-based payment charges                      0.2p          0.1p            0.5p 
 Exchange differences relating to 
  intra-group transactions                        0.3p        (1.0p)            0.5p 
 Gain on derivative financial liability         (1.6p)        (1.4p)          (0.1p) 
 Restructuring and investment expenses            1.1p          0.2p            1.0p 
 Other operating income                              -        (1.1p)          (1.1p) 
 Tax effect of adjusting items                  (0.1p)          0.2p          (0.3p) 
----------------------------------------  ------------  ------------  -------------- 
 Adjusted basic and diluted loss 
  per share from continuing operations          (2.3p)        (1.7p)          (5.2p) 
----------------------------------------  ------------  ------------  -------------- 
 

This reconciliation is provided to align with how the Board measures and monitors the business at an underlying leve l .

   3.   Business segments 

For management reporting purposes, the Group's operations are analysed according to the three operating segments of 'Printhead', 'Product Print Systems' and '3D'. These three operating segments are the basis on which the Group reports its primary segment information and on which decisions are made by the Group's Chief Executive Officer and Board of Directors, and resources allocated. The Group's chief operating decision maker is the Chief Executive Officer.

The Xaar 3D business, which we expect to divest in the second half of 2021, has been reclassified as held for sale and discontinued operations, hence the 3D segment is presented separately in note 10 and the 2020 comparatives has been restated accordingly.

Segment information for continuing operations is presented below:

 
                            Six months    Six months   Twelve months 
                                 ended         ended           ended 
                                             30 June     31 December 
                          30 June 2021          2020            2020 
                                         (unaudited, 
                           (unaudited)     restated)       (audited) 
 Continuing operations         GBP'000       GBP'000         GBP'000 
-----------------------  -------------  ------------  -------------- 
 Revenue 
 Printhead                      20,183        16,794          35,283 
 Product Print Systems           6,119         6,878          12,701 
 Total revenue                  26,302        23,672          47,984 
-----------------------  -------------  ------------  -------------- 
 
 
                                         Six months    Six months   Twelve months 
                                              ended         ended           ended 
                                                          30 June     31 December 
                                       30 June 2021          2020            2020 
                                                      (unaudited, 
                                        (unaudited)     restated)       (audited) 
 Result - Continuing operations             GBP'000       GBP'000         GBP'000 
------------------------------------  -------------  ------------  -------------- 
 Printheads                                   (364)            82         (4,437) 
 Product Print Systems                      (1,526)         1,365             498 
 Total segment result                       (1,890)         1,447         (3,939) 
 Net unallocated corporate expenses           (155)          (87)           (348) 
------------------------------------  -------------  ------------  -------------- 
 Operating (loss)/profit                    (2,045)         1,360         (4,287) 
 Investment income                                2            24              47 
 Finance costs                                 (45)          (51)            (82) 
------------------------------------  -------------  ------------  -------------- 
 (Loss)/profit before tax                   (2,088)         1,333         (4,322) 
 Tax                                            249         (366)            (52) 
------------------------------------  -------------  ------------  -------------- 
 (Loss)/profit for the period               (1,839)           967         (4,374) 
------------------------------------  -------------  ------------  -------------- 
 

Unallocated corporate expense relates to administrative activities which cannot be directly attributed to any of the principal product groups, consisting of share-based payment charges.

   4.   Government grants 

The accounting policy in relation to the adopted and applicable treatment of government grants is disclosed in note 1 to the Interim report.

Xaar plc and its UK based subsidiaries have not taken part in any of the Government support schemes arising from the COVID-19 crisis.

-- No employees have been placed on furlough and no claims made via Coronavirus Job Retention Scheme (CJRS).

-- No submissions have been made for financial support via either the Coronavirus Business Interruption Loan Scheme (CBILS) or Bounce Back Loan Scheme (BBLS).

-- The UK entities operate primarily under a VAT repayment position due to the significant level of export sales, so have not utilised the government scheme in deferring VAT payments.

-- Xaar 3D ApS based in Denmark have also not taken part in any government support measures in response to COVID-19.

-- No submission has been made for salary compensation, which could arise due to employees being retained that could otherwise have been released. No employees have left the business.

-- Xaar 3D ApS operates in a repayment position for Danish VAT, and like the UK has not utilised the extension available for payments.

A Xaar group company based in the USA, Engineered Print Solutions (EPS), has taken part in the US Government Loan scheme which has provided a $1.0 million Loan (GBP819,000) in 2020, which under certain provisions linked to maintaining employment and avoiding redundancy can be waived. The company considers that it has met the requirements of the waiver, and therefore expects it to be waived, the Loan has therefore been treated as a government grant. The Group has presented this amount as exceptional income in the consolidated income statement. Government support grants are recognised in the consolidated income statement on a systematic basis over the periods in which the related revenue or expense for which the grants are intended to compensate. Further details are provided under note 2.

   5.   Income tax 

The major components of income tax (credit)/expense in the income statement are as follows:

 
                                          Six months    Six months   Twelve months 
                                               ended         ended           ended 
                                             30 June       30 June     31 December 
                                                2021          2020            2020 
                                             GBP'000       GBP'000         GBP'000 
                                                       (unaudited, 
                                         (unaudited)     restated)       (audited) 
--------------------------------------  ------------  ------------  -------------- 
 Current income tax 
 Income tax charge                               139           265             325 
 Deferred income tax 
 Relating to origination and reversal 
  of temporary differences                     (299)           173            (83) 
--------------------------------------  ------------  ------------  -------------- 
 Income tax (credit)/charge                    (160)           438             242 
--------------------------------------  ------------  ------------  -------------- 
 
 Income tax (credit)/charge reported 
  in the statement of profit and loss          (249)           366              52 
 Income tax charge attributable to 
  discontinued operations                         89            72             190 
--------------------------------------  ------------  ------------  -------------- 
 Income tax (credit)/charge                    (160)           438             242 
--------------------------------------  ------------  ------------  -------------- 
 

Whilst the Board believes in the long term potential and profitability of the Printhead business unit, the forecast losses for the current year mean that the tax losses will not be utilised in the short term. Therefore, no deferred tax asset has been recognised relating to losses for 2021.

In the reporting periods shown, the Group is claiming R&D expenditure credit (RDEC), where the R&D credit receivable is included in operating loss.

   6.   Earnings per ordinary share - basic and diluted 

The calculation of basic and diluted earnings per share is based upon the following data:

 
                                                Six months    Six months   Twelve months 
                                                     ended         ended           ended 
                                                   30 June       30 June     31 December 
                                                      2021          2020            2020 
                                                             (unaudited, 
                                               (unaudited)     restated)       (audited) 
                                                   GBP'000       GBP'000         GBP'000 
--------------------------------------------  ------------  ------------  -------------- 
 Earnings 
  Earnings for the purposes of earnings 
  per share being net loss attributable 
  to equity holders of the parent                  (3,699)       (3,887)        (11,685) 
--------------------------------------------  ------------  ------------  -------------- 
 from continuing operations                        (1,750)           968         (4,374) 
--------------------------------------------  ------------  ------------  -------------- 
 from discontinued operations                      (1,949)       (4,855)         (7,311) 
--------------------------------------------  ------------  ------------  -------------- 
 
 Number of shares 
 Weighted average number of ordinary 
  shares for the purposes of basic earnings 
  per share                                     77,514,560    77,259,359      77,103,593 
 Effect of dilutive potential ordinary 
  shares: 
 Share options                                           -             -               - 
--------------------------------------------  ------------  ------------  -------------- 
 Weighted average number of ordinary 
  shares for the purposes of diluted 
  earnings per share                            77,514,560    77,259,359      77,103,593 
--------------------------------------------  ------------  ------------  -------------- 
 
 
                                                 Earnings per   Earnings per 
                                  Earnings per          Share          Share 
                                         Share      pence per      pence per 
                               pence per share          share          share 
                                                                 31 December 
                                  30 June 2021   30 June 2020           2020 
---------------------------  -----------------  -------------  ------------- 
 Loss per share - Total 
 Basic                                  (4.8p)         (5.0p)        (15.2p) 
 Diluted                                (4.8p)         (5.0p)        (15.2p) 
---------------------------  -----------------  -------------  ------------- 
 (Loss)/earnings per share 
  - Continuing operations 
 Basic                                  (2.3p)           1.3p         (5.7p) 
 Diluted                                (2.3p)           1.3p         (5.7p) 
---------------------------  -----------------  -------------  ------------- 
 
   7.   Share capital 

During the six months ended 30 June 2021 a total of 9,138 new ordinary shares of 10 pence each were issued under the Company's LTIP schemes with a GBPnil exercise price.

   8.   Notes to cash flow statement 
 
                                              Six months    Six months   Twelve months 
                                                   ended         ended           ended 
                                                 30 June       30 June     31 December 
                                                    2021          2020            2020 
                                                           (unaudited, 
                                             (unaudited)     restated)       (audited) 
                                                 GBP'000       GBP'000         GBP'000 
------------------------------------------  ------------  ------------  -------------- 
 (Loss)/profit before tax from Continuing 
  operations                                     (2,088)         1,333         (4,322) 
 Loss before tax from Discontinued 
  operations                                     (3,330)       (6,082)        (10,105) 
 Total loss before tax                           (5,418)       (4,749)        (14,427) 
 Adjustments for: 
 Share-based payments                                135            87             353 
 Depreciation of property, plant 
  and equipment                                    1,864         2,148           4,223 
 Depreciation of right of use assets                 425           598           1,236 
 Amortisation of intangible assets                   328           334             685 
 Impairment of assets                                  -           117             391 
 Research and development expenditure 
  credit                                           (305)         (385)           (454) 
 Investment income                                   (2)          (45)            (72) 
 Interest expense - finance cost 
  for leases                                          50            57              94 
 Foreign exchange losses/(gains)                     289       (1,098)             523 
 Gain on re-measurement of derivative 
  liability                                      (1,269)       (1,094)            (77) 
 Loss on disposal of property, plant 
  and equipment                                       95             6              99 
 Other gains and losses                                -             -             202 
 Decrease/(increase) in provisions                    92       (1,278)         (2,572) 
------------------------------------------  ------------  ------------  -------------- 
 Operating cash flows before movements 
  in working capital                             (3,716)       (5,302)         (9,796) 
 (Increase)/decrease in inventories              (2,637)         2,558           4,849 
 (Increase)/decrease in receivables                (882)         1,878         (1,337) 
 Increase/(decrease) in payables                   6,741         (666)           2,011 
------------------------------------------  ------------  ------------  -------------- 
 Cash used in operations                           (494)       (1,532)         (4,273) 
 Income taxes (paid)/received                      (165)           789           1,466 
 Net cash from operating activities                (659)         (743)         (2,807) 
------------------------------------------  ------------  ------------  -------------- 
 
   9.   Derivative financial instruments 

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis:

Some of the Group's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair value of these financial assets and financial liabilities are determined (in particular the valuation technique(s) and inputs used).

 
 
                                                                                Relationship and 
                                                                                 sensitivity of 
 Financial asset/         Valuation technique(s)     Significant unobservable    unobservable inputs 
  financial liabilities    and key input(s)           input(s)                   to fair value 
-----------------------  -------------------------  -------------------------  -------------------------- 
 
 Derivative financial     Black-Scholes model        Underlying price           10% increase / 
  instrument (Level                                   of the share               (decrease) in price 
  3)                                                                             would result in 
                                                                                 a GBP571,000 increase 
                                                                                 in the fair value 
                                                                                 and a GBP483,000 
                                                      Volatility of              decrease. 
                                                      the share 
                                                                                 10% increase / 
                                                                                 (decrease) in volatility 
                                                                                 would result in 
                                                                                 GBP358,000 increase 
                                                                                 in the fair value 
                                                                                 and GBP343,000 
                                                                                 decrease. 
                                                                               -------------------------- 
 
                          The following variables 
                           were taken into 
                           consideration: 
                           current underlying 
                           price of the underlying 
                           share, options 
                           strike price, time 
                           until expiration 
                           (expressed as a 
                           percent of a year), 
                           implied volatility 
                           of the underlying 
                           share and LIBOR. 
                         ------------------------- 
 
 
 
 
 

There were no transfers between Level 1 and 2 during the current or prior year.

Reconciliation of Level 3 fair value measurements of financial instruments:

The only financial liabilities measured subsequently at fair value on Level 3 fair value measurement represent written call options relating to a business combination. In July 2018 Xaar signed an investment agreement with Stratasys Solutions Limited ('Stratasys') which granted Stratasys a 15% share of Xaar 3D Limited ('Xaar 3D') and two written call options to acquire a further 10% and 5%. These options gave Stratasys the right, but not the obligation, to acquire GBP denominated shares in Xaar 3D for a fixed price which was denominated, and to be settled, in USD. On 1 January 2019 the fair value of these options was GBP936,000. On 4 December 2019 Stratasys exercised the first of the two options granting them a further 10% share in Xaar 3D. At the same time Xaar 3D and Stratasys agreed to extinguish the second option, thereby settling both options in the year. On 4 December 2019 Xaar 3D Holdings Limited ('Xaar 3D Holdings') sold to Stratasys a 20% share in Xaar 3D. Consequently, Stratasys now owns 45% of Xaar 3D with the remaining 55% owned by Xaar 3D Holdings. As part of the agreement between Xaar 3D Holdings and Stratasys, Xaar 3D Holdings granted Stratasys a written call option to acquire its remaining 55% shareholding in Xaar 3D for a consideration of $33m. As with the original option agreement between the Xaar 3D and Stratasys the new options are USD denominated giving rise to a new derivative financial liability.

This liability was valued at a fair value of GBP2,919,000 at 31 December 2020.

A revaluation of the option was undertaken by third party professional advisors as at 30 June 2021; the gain calculated from the re-valuation primarily arises from a reduction in the time to maturity, and changes in share valuations, foreign exchange rates and volatility and the reduction in the USD Treasury rate in the period.

 
                                Six months ended 
                                    30 June 2021 
                                     (unaudited) 
                                         GBP'000 
---------------------------    ----------------- 
 Balance at 1 January 2021                 2,919 
 Total gains or 
  losses: 
 - in profit or 
  loss                                   (1,269) 
-----------------------------  ----------------- 
 Balance at 30 
  June 2021                                1,650 
-----------------------------  ----------------- 
 

10. Discontinued operations

The Thin Film business, which was discontinued in 2019, incurred costs in 2020 and 2021 which mainly related to supplier liabilities and inventory for last time buy sales. All liabilities were settled in 2020 and all these inventories have now been sold by 30 June 2021.

As detailed in the strategic and financial update the Xaar 3D business, which we plan to divest in the second half of 2021, has been reclassified as held for sale and a discontinued operation given the disposal has been assessed as highly probable.

The results of Thin Film and 3D related activities for the period are shown below:

 
                                                    Six months    Six months   Twelve months 
                                                         ended         ended           ended 
                                                                     30 June     31 December 
                                                  30 June 2021          2020            2020 
                                                   (unaudited)   (unaudited)       (audited) 
 Thin Film                                             GBP'000       GBP'000         GBP'000 
-----------------------------------------        -------------  ------------  -------------- 
 Revenue                                                   334            28             258 
 Expenses                                                (485)       (3,286)         (3,922) 
-----------------------------------------------  -------------  ------------  -------------- 
 Loss before income 
  tax                                                    (151)       (3,258)         (3,664) 
 Income tax charge                                           -           (9)               - 
-------------------------------------------      -------------  ------------  -------------- 
 Loss after income tax from discontinued 
  operations                                             (151)       (3,267)         (3,664) 
-----------------------------------------------  -------------  ------------  -------------- 
 
 
                                       Six months    Six months   Twelve months 
                                            ended         ended           ended 
                                                        30 June     31 December 
                                     30 June 2021          2020            2020 
                                      (unaudited)   (unaudited)       (audited) 
 3D                                       GBP'000       GBP'000         GBP'000 
----------------------------        -------------  ------------  -------------- 
 Revenue                                    1,472            56             734 
 Expenses                                 (4,848)       (2,880)         (7,175) 
----------------------------------  -------------  ------------  -------------- 
 Loss before income 
  tax                                     (3,376)       (2,824)         (6,441) 
 Income tax 
  charge                                     (89)          (63)           (190) 
-----------------------------       -------------  ------------  -------------- 
 Loss after income tax from 
  discontinued operations                 (3,465)       (2,887)         (6,631) 
--------------------------------    -------------  ------------  -------------- 
 

Out of the GBP4,848,000 expenses, GBP197,000 relates to a service charge from the Group undertaking which has to be eliminated in the Group's consolidated income statement.

The net cash flows incurred by Thin Film and 3D are as follows:

 
                                                        Six months    Six months   Twelve months 
                                                             ended         ended           ended 
                                                                         30 June     31 December 
                                                      30 June 2021          2020            2020 
                                                       (unaudited)   (unaudited)       (audited) 
 Thin Film                                                 GBP'000       GBP'000         GBP'000 
---------------------------------------------        -------------  ------------  -------------- 
 Net cash inflow/(outflow) from operating 
  activities                                                   120       (3,091)         (5,058) 
 Net cash outflow from 
  investing activities                                           -          (25)            (25) 
                                                     -------------  ------------  -------------- 
 Net cash inflow/(outflow) from discontinued 
  operations                                                   120       (3,116)         (5,083) 
---------------------------------------------------  -------------  ------------  -------------- 
 
 
                                               Six months    Six months   Twelve months 
                                                    ended         ended           ended 
                                                                30 June     31 December 
                                             30 June 2021          2020            2020 
                                              (unaudited)   (unaudited)       (audited) 
 3D                                               GBP'000       GBP'000         GBP'000 
------------------------------------        -------------  ------------  -------------- 
 Net cash outflow from 
  operating activities                            (1,210)       (2,842)         (6,213) 
 Net cash outflow from 
  investing activities                               (41)         (344)           (645) 
 Net cash outflow from financing 
  activities                                         (74)          (92)           (160) 
----------------------------------------    -------------  ------------  -------------- 
 Net cash outflow from discontinued 
  operations                                      (1,325)       (3,278)         (7,018) 
-----------------------------------------   -------------  ------------  -------------- 
 

The major classes of assets and liabilities of 3D classified as held for sale as at 30 June 2021 are as follows:

 
                                                             As at 31 
                                                 As at 30    December 
                                                June 2021        2020 
                                                  GBP'000     GBP'000 
-------------------------------------         -----------  ---------- 
 Assets 
 Property, plant and equipment                        988       1,041 
 Intangible assets                                  4,387       4,649 
 Deferred tax asset                                    39          68 
 Right of use asset                                   369         440 
 Inventory                                            805         919 
 Debtors                                            1,425         737 
 Corporate income tax                                 191           - 
 Cash and cash equivalents                            782       2,120 
--------------------------------------------  -----------  ---------- 
 Assets held for sale                               8,986       9,974 
--------------------------------------------  -----------  ---------- 
 
 Liabilities 
 Creditors                                        (3,668)     (1,115) 
 Corporate income tax                                   -         (6) 
 Provisions (Warranty)                               (27)        (11) 
 IFRS 16 lease liability                            (387)       (463) 
 Liabilities associated with 
  the assets held for sale                        (4,082)     (1,595) 
--------------------------------------------  -----------  ---------- 
 Net assets associated with disposal 
  group                                             4,904       8,379 
--------------------------------------------  -----------  ---------- 
 
 
                                               Six months    Six months   Twelve months 
                                                    ended         ended           ended 
                                                  30 June       30 June     31 December 
                                                     2021          2020            2020 
                                                            (unaudited, 
                                              (unaudited)     restated)       (audited) 
 -------------------------------------       ------------  ------------  -------------- 
 Earnings per 
 share 
   Basic, loss for the period from 
    discontinued operations                        (2.5p)        (6.3p)          (9.5p) 
   Diluted, loss for the period from 
    discontinued operations                        (2.5p)        (6.3p)          (9.5p) 
-----------------------------------------    ------------  ------------  -------------- 
 

Potential ordinary shares are treated as dilutive if their conversion to ordinary shares would decrease earnings per share or increase loss per share. Therefore, the diluted earnings per share is not impacted by the effect of dilutive potential ordinary shares.

11. Restatement of prior period

The financial statements include a prior period restatement in relation to the 3D business unit as a discontinued operation. As required under IFRS, the financial statements have been restated to present the results from discontinued operations associated with the planned and ongoing sale of the 3D business unit as a single line in the comparative period, which is consistent with the current year presentation (further information and other required disclosures can be found in note 10).

Furthermore there was a reversal of an adjustment on intercompany sales which had been made in April 2020 in error. The adjustment impacts general and administrative expenses (GBP365,000) and inventory (GBP365,000). The following tables summarise the impact of the prior period restatement on the financial statements of the Group for the period ended 30 June 2020:

 
                                                            Six months ended 30 June 2020 
                                           --------------------------------------------------------------- 
                                            As reported               3D           Inventory      Restated 
 Consolidated income statement                  GBP'000          GBP'000             GBP'000       GBP'000 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
 Revenue                                         23,728             (56)                   -        23,672 
 Cost of sales                                 (17,359)               24                   -      (17,335) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 Gross profit                                     6,369             (32)                   -         6,337 
 Research and development expenses              (4,230)            2,137                   -       (2,093) 
 Research and development expenditure 
  credit                                            336            (160)                   -           176 
 Sales and marketing expenses                   (2,975)              124                   -       (2,851) 
 General and administrative expenses            (2,745)              770               (365)       (2,340) 
 Impairment reversal on financial 
  assets                                            388                -                   -           388 
 Restructuring and investment 
  expenses                                        (170)                -                   -         (170) 
 Gain on derivative financial 
  liabilities                                     1,094                -                   -         1,094 
 Other operating income                             819                -                   -           819 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 Operating (loss)/profit                        (1,114)            2,839               (365)         1,360 
 Investment income                                   45             (21)                   -            24 
 Finance costs                                     (57)                6                   -          (51) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 (Loss)/profit before tax                       (1,126)            2,824               (365)         1,333 
 Income tax (expense)/credit                      (429)               63                   -         (366) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 (Loss)/profit for the period 
  from continuing operations                    (1,555)            2,887               (365)           967 
 Loss for the period from discontinued 
  operations                                    (3,267)          (2,887)                   -       (6,154) 
 Loss for the period                            (4,822)                -               (365)       (5,187) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
 Attributable to: 
 Owners of the Company                          (3,522)                -               (365)       (3,887) 
 Non-controlling interest                       (1,300)                -                   -       (1,300) 
                                                (4,822)                -               (365)       (5,187) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
 Earnings/(loss) per share - Total 
 Basic                                           (4.6p)                -              (0.4p)        (5.0p) 
 Diluted                                         (4.6p)                -              (0.4p)        (5.0p) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
 Earnings/(loss) per share - Continuing 
  operations 
 Basic                                           (0.3p)                -                1.6p          1.3p 
 Diluted                                         (0.3p)                -                1.6p          1.3p 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
                                                            Six months ended 30 June 2020 
                                           --------------------------------------------------------------- 
                                            As reported               3D           Inventory      Restated 
 Consolidated statement of comprehensive 
  income                                        GBP'000          GBP'000             GBP'000       GBP'000 
                                           ------------  ---------------  ------------------  ------------ 
 Loss for the period                            (4,822)                -               (365)       (5,187) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 Exchange differences on retranslation 
  of investment                                    (22)                -                   -          (22) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 Other comprehensive loss for 
  the period                                       (22)                -                   -          (22) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 Total comprehensive loss for 
  the period                                    (4,844)                -               (365)       (5,209) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
 Total comprehensive loss attributable 
  to: 
 Owners of the Company                          (3,548)                -               (365)       (3,913) 
 Non-controlling interest                       (1,296)                -                   -       (1,296) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
                                                (4,844)                -               (365)       (5,209) 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 
                                                            Six months ended 30 June 2020 
                                           --------------------------------------------------------------- 
                                            As reported               3D           Inventory      Restated 
 Consolidated cash flow statement               GBP'000          GBP'000             GBP'000       GBP'000 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 Loss before tax from continuing 
  operations                                    (1,126)            2,824               (365)         1,333 
 Loss before tax from discontinued 
  operations                                    (3,258)          (2,824)                   -       (6,082) 
 Decrease in inventories                          2,193                -                 365         2,558 
-----------------------------------------  ------------  ---------------  ------------------  ------------ 
 

12. Related party transactions

During the period to 30 June 2021 transactions with related parties who are not members of the Group were entered into. There were both product sales between Xaar and Stratasys, and related party transactions associated with the "go-to-market" functions where SSYS employees have been seconded to Xaar 3D Limited and the costs recharged:

- Sales between Xaar and Stratasys of GBP1,448,634 (outstanding at 30 June 2021 GBP435,851)

- Purchases between Stratasys and Xaar of GBP3,737 (outstanding at 30 June 2021 GBPnil)

- Employees seconded to Xaar from Stratasys for GBP166,305 (accrued at 30 June 2021 GBP385,506)

- Deposits paid to Xaar from Stratasys of GBP1,490,246

There have been no material changes to the related party arrangements as reported in note 34 to the Annual Report and Financial Statements for the year ended 31 December 2020.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

13. Non-adjusting post balance sheet event

On 11 July 2021, Xaar completed the acquisition of print systems and printbar specialist FFEI Limited. The deal will accelerate the Company's existing growth strategy and will enable Xaar to capture additional opportunities in vertically integrated solutions. The initial cash consideration of GBP3,687,000 was paid on completion, which reflects existing FFEI free cash reserves, with an additional GBP5,441,000 deferred consideration to be paid out over three years. The Board expects the acquired expertise and resource to be utilised for projects that will drive long term profitable growth in Xaar's core printhead business.

14. Date of approval of interim financial statements

The interim financial statements cover the period 1 January 2021 to 30 June 2021 and were approved by the Board on 14 September 2021.

Further copies of the interim financial statements are available from the Company's registered office, 3950 Cambridge Research Park, Waterbeach, CB25 9PE, and can be accessed on the Xaar plc website, www.xaar.com .

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September 14, 2021 02:00 ET (06:00 GMT)

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