Chairman’s Statement

I am delighted to present my first Chairman’s Statement of OTAQ plc, formed by the reverse takeover of Hertsford Capital plc by OTAQ Group Limited on 31 March 2020. The Company changed its name from Hertsford Capital plc to OTAQ plc on 24 June 2020.

Prior to the reverse transaction, the Company had been a cash shell, listed on the Main Market of the London Stock Exchange and had been seeking an acquisition with a technology focus since its formation in November 2018. The merger accounting methodology used assumes that the share capital and share premium are those of Hertsford Capital plc for comparative purposes with the reverse acquisition reserve being created as a result. All other results are those of OTAQ Group Limited prior to acquisition. This is fully in accordance with IFRS3 which relates to accounting for business combinations.

Strategy

The strategy of the Group is to build a business of significance within the aquaculture industry focussed on helping salmon producers and farmers of other aquatic species to become more productive by helping them overcome environmental challenges in their operations. Over time, the Group intends to have a range of products designed to meet these needs that are based on a common infrastructure and a cloud-based information system. The strategy is to design, develop, install and support these systems on an Infrastructure as a Service (‘IaaS’) basis on long-term rental contracts.

The Group’s core aquaculture product, SealFence, significantly improves yields for the salmon farming industry by reducing the frequency of predator attacks using acoustic technology. SealFence accounts for the majority of revenues with the combination of 24-month and 48-month rental contracts and recurring monthly purchase orders underpinning strong earnings visibility. During the last 12 months the number of units deployed has grown 20% from 962 to 1,156.

Other products in the Group’s portfolio include a range of sub-sea cameras, laser measuring devices, leak detection systems and high integrity electrical connectors for use in the offshore oil & gas market, which form the Group’s Offshore and Connectors divisions. The Group is also focused on broadening its reach via R&D and is currently developing biomass measurement and bloom and plankton detection systems.

In addition, the Group will continue to look to acquire small and medium-sized marine technology companies, and to finance any acquisition, ideally, through existing cash resources or bank borrowings. We are highly selective in acquiring businesses with either sustainable profits or with nascent technology that can be applied to our marine-based systems to create a future profitable revenue stream. It is paramount that acquisitions are completed only when the Company is satisfied that the target business has sound underlying strength.

The global aquaculture market remains robust and the sector's long-term growth drivers provide comfort that the Group will deliver durable returns for shareholders. Long-term market drivers are rooted in the global consumer demand for salmon as a food substance and the need for increased farming efficiencies to maximise farming yields. Medium and long-term demand may be enhanced by increasing regulatory requirements.

Our team

I would like to welcome the new directors who joined the Board and all the OTAQ employees to the new Group and am confident our new colleagues will continue to deliver successful growth for the shareholders. I also take this opportunity to thank the directors involved with the formation of Hertsford Capital who stood down from its board on completion of the OTAQ transaction in March.

The executive team and all employees within the Group worked hard in 2019 and 2020 to produce these results and achieve the successful reverse listing – a process that is inevitably distracting from the normal business activities. The Board and, I am sure, our shareholders are grateful to all our colleagues for the efforts that have delivered such a positive performance and in particular their flexibility in coping with the difficult working conditions currently prevailing.

Alex Hambro
Chairman
24 July 2020

Chief Executive’s Report

Review of the period

The enlarged Group achieved encouraging year-on-year growth in revenue, SealFence unit rentals, and adjusted pre-tax profit, as measured by our preferred measure of adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (underlying adjusted EBITDA). On 29 April 2019, the Group completed the acquisition of Link Subsea Limited (subsequently renamed OTAQ Connectors Limited) and completed a placing of new shares contemporaneously with the reverse-takeover on 31 March 2020. This enabled the Group to report a net cash position of £2.9m at year-end.

The growth in the business over the course of the financial year was attributable to the acquisition of OTAQ Connectors Limited and a full year of revenue contribution from the prior-year acquisition of Marinesense Limited (subsequently renamed OTAQ Offshore Limited). The organic growth in the aquaculture businesses was also a key driver and the results achieved provide a solid framework for future organic growth in this division. Demand for the Group’s SealFence systems remains robust with Covid-19 disruptions and exchange rates having had little impact on demand so far.

Revenue

Group revenue for the year ended 31 March 2020 increased from £1.58 million to £3.42 million, an increase of 117%. This reflects organic* growth (which was largely due to the increased rental of SealFence units in the Aquaculture division) of 73% and a contribution of £0.70m from OTAQ Connectors, which was acquired on 29 April 2019. Group revenue benefitted from a full year of revenue from OTAQ Offshore which was acquired on 23 November 2018, where revenue increased to £0.62m for the year ended 31 March 2020 from £0.14m in the four months from acquisition to 31 March 2019.

The Group continues to grow globally with revenue in Chile now representing 9% of total revenue. Other European countries account for 6% of total revenue and the rest of the world for 8% of total revenue.

Profit

Adjusted operating loss improved by 1% to £339,000 (2019: loss £343,000). Organic* gross profit was up 100% to £1.80m; all Group businesses showed excellent progress. OTAQ Aquaculture Limited – formerly known as OTAQ Limited, the main trading subsidiary of the Group - contributed a 180% increase in gross profit over the year to 31 March 2020 and represents 52% of Group gross profit. The performance of this subsidiary is driven by increased rentals of SealFence units in the UK in the year.

The Group has continued to invest in the development of new products and improvement of existing products. Investment in research and development, capitalised as development costs, amounted to £0.38 million in the year to 31 March 2020 (2019: £0.23 million), equivalent to 11% of Group revenue (2019: 15%).

The Group incurred a number of exceptional charges in the year including £1.05m relating to the costs of re-listing, the reverse takeover of Hertsford Capital plc and placing of new shares, and £0.66m for the share-based payment charge as a result of listing relating to the Hertsford Capital plc acquisition. These are one-off costs that will not be repeated.

A share option charge of £0.56m was incurred during the year; the need for ongoing charges relating to share options will be reviewed as share options change.

New contracts and order intake

The award of new contracts and development of those contracts was positive with strong momentum behind the aquaculture business both in the UK and in Chile. However, Chile was impacted by social unrest in that country in 2019 although this now appears to have subsided. Consequently, the number of seal units on rental in Chile increased from 84 at the end of March 2019 to 142 at the end of March 2020. Order intake and rentals in the Offshore and Connectors business were in line with expectations, with Offshore having a solid first full year and Connectors performing in line with expectations following the April 2019 acquisition.

Dividends

The Board is not recommending a final dividend.

Trading environment

The long-term fundamentals supporting demand for aquaculture products remain positive. The North Sea oil market in which OTAQ Offshore operates is experiencing a period of reduced activity in line with the reduction in oil prices. Market demand for the aquaculture market is being driven primarily by demand for improved salmon farming efficiencies.

The short-term variables in the Group’s growth strategy are predominated by customer behaviour and, to a lesser extent, the behaviour of governments regulating the salmon farming industry. However, the long-term contract rental model in the aquaculture businesses provides visibility and stability to an extent. In non-aquaculture areas, the businesses are impacted more by customer behaviour as well as normal industry economics.

Despite 23% percentage of the Group's revenue being generated overseas, exchange rates have only a minor influence on the Group's business: OTAQ's supply costs are largely denominated in Sterling and most of its revenue is invoiced in Sterling with less than 10% of revenue invoiced in different currencies. The currency movements in the run-up to the Brexit vote and since have had only an immaterial influence on our margins and our competitiveness.

In June 2020, the Group announced a strategic alliance with Minnowtech LLC, an innovative aquaculture technology company that provides an imaging platform to enable shrimp farmers to measure shrimp abundance to optimise feeding. With this new alliance with Minnowtech LLC, the Group is broadening its reach into innovative technologies to help farmers grow other species such as shrimp.

Acquisitions

As a buy-and-build group, the acquisition of new businesses is a key feature of Group strategy. Executing this effectively is required to ensure that long-term value is generated for shareholders, as we are highly selective in relation to both the acquisition price paid and the long-term quality of any potential addition to our Group.

The industries in which we operate contain a multitude of start-ups and small niches that are potentially complementary to the strategy of the Group. The Group has demonstrated expertise at executing a number of acquisitions and integrating them into the Group successfully.

On 29 April 2019, the Group acquired 100% of the share capital of Link Subsea Limited (“Link Subsea”), subsequently renamed OTAQ Connectors Limited, for a cash consideration of £642,000 and share consideration of £66,000 with a deferred consideration of £25,000 in shares and £87,000 in deferred cash.

In May 2019, agreement was reached to purchase an additional 10% of OTAQ Chile. On 21 February 2020, agreement was reached to acquire the remaining 10% of OTAQ Chile in exchange for shares. As a result, the Group's percentage holding in OTAQ Chile increased from 80% at 31 March 2019 to 100% at 31 March 2020.

Innovation

The Group’s growth strategy is also focused on designing, developing and launching new products, with current focus on active measurement of salmon weight and biomass measurement, algae bloom detection, plankton detection as well as improved Acoustic Deterrent Devices (ADDs). Development work for the Live Plankton Analysis System (LPAS) is currently underway and is focused on automating a highly labour-intensive function for farmers. The Biomass system is aimed at providing farmers with average weight data in real time. This would enable the industry to become more intelligent in its feeding operations and have greater insight into harvesting in response to market conditions.

Current trading and prospects

This was an extremely busy period for the Group as it strengthened its position within the aquaculture industry and developed further growth opportunities. We are excited by the potential afforded via our core product SealFence and see scope for continued growth given the market dynamics. With an established product and client base in place and highly visible revenue streams alongside a growing geographic reach and product portfolio we envisage further exponential growth in the medium to long term.

It’s worth noting that several months into the new financial year, the impact of the Covid-19 pandemic is apparent. The Group started the year with the visibility provided by a long-term contract rental model for aquaculture and a good order book in our other businesses. Travel and business development activities have been restricted as the Group chases growth in this market and as a result some territories are not progressing as quickly as would otherwise have been the case. However, new orders are being placed and new contracts finalised.

OTAQ Offshore has been more heavily impacted by reduced activity in the North Sea oil fields. The next few months will remain unpredictable as working life adjusts to the Covid-19 pandemic. We are ensuring that our businesses take all necessary precautions, in line with government guidelines, and of course we hope that our sites and employees will remain safe and that operations are unaffected. It is impossible, at this stage, to quantify any impact on current year trading as the duration of the pandemic is unpredictable; the only guidance your Board can provide is that the impact will be limited if the outbreak lasts only a short time, and trade should grow significantly thereafter.

In any event, your directors believe that the Group will only be affected temporarily and that with its robust financial position, its ability to conduct its business model will remain intact.

* "Organic " in this report describes the performance of the Group excluding OTAQ Connectors, acquired since 1 April 2019.

Phil Newby
Chief Executive
24 July 2020

Chief Financial Officer’s Report

The strategy of the Group is to build a business of significance within the aquaculture industry with the key financing requirements being to ensure there is sufficient resource to acquire additional SealFence units and sufficient resource to fund new product development.

The Group's Key Performance Indicators are aligned to revenue, profits and ensuring sufficient cash flow to deliver future growth. These three measures were in line with targets in the year to 31 March 2020.

Basis of presentation

Results in this report refer to the year to 31 March 2020, with comparative figures for the year to 31 March 2019. However, the company – known as Hertsford Capital plc at the time – had a year-end of 30 June and presented accounts for its non-trading period as a cash shell, to 30 June 2019.

The merger accounting methodology used assumes that the share capital and share premium are those of Hertsford Capital plc for comparative purposes with the reverse acquisition reserve being created as a result. All other results are those of OTAQ Group Limited prior to acquisition. This is fully in accordance with IFRS3 which relates to accounting for business combinations.

Revenue

Group revenue increased by 117% to £3.42 million compared with £1.58 million in the prior year with organic growth, adjusted for acquisitions in the year, of 73%. Revenue growth benefitted from the acquisition of Link Subsea Limited (subsequently renamed to OTAQ Connectors Limited) in April 2019 and the acquisition of Marinesense Limited (subsequently renamed to OTAQ Offshore Limited) in November 2018.

Across our three business units, Aquaculture revenues increased by £0.68m to £2.09 million with OTAQ Offshore contributing £0.62m (2019: £0.14m) to revenue and OTAQ Connectors making up the balance of £0.70m (2019: nil).

Profits

The preferred measure of assessing profits for the Group is explained below:

* Earnings before income, tax, depreciation, share option charges and amortisation.

Adjusted EBITDA grew strongly to £0.45 million from £0.05m in 2019. This improvement was driven by the overall revenue growth across all three business units with good cost control in each of them. The adjusted EBITDA profit margin improved to 13% from an adjusted EBITDA operating profit margin of 3% in 2019.

Statutory operating losses increased to £2.65 million (2019: £0.37 million), and statutory loss before tax was £2.76 million compared to £0.37 million in 2019.

Adjusting items

The total pre-tax adjusting items recorded in the year to 31 March 2020 were £2.27 million (2019: nil). This relates to associated goodwill relating to the reverse takeover written off, being a charge of £0.66m, £0.56m for non-cash share options granted in March 2020 and £1.05 for fees relating to the placing of new shares and the reverse takeover of OTAQ Group on 31 March 2020.

In addition to this were depreciation and normalised amortisation costs of £0.58 million and £0.16m, goodwill written off of £0.03m and IFRS16 depreciation of £0.02m: Including ne finance costs of £0.16m, this fully explains the variance between OTAQ adjusted operating profit of £0.45m and the statutory retained loss of £2.76m.

Finance costs

Net finance costs totalled less than £0.16m and related to the shareholder loan balance of £0.49m, which was fully repaid in April 2020, and the unwinding of a discounting charge on deferred shares issued in the year.

Taxation

As the Group remains in a statutory loss-making position, there is no overall Group tax charge. The Group continues to benefit from research and development tax credits which accounts for the majority of the £0.11m tax credit in the year.

Earnings and losses per share

Adjusted basic earnings per share were 1.5p with no meaningful comparison with prior year available as Hertsford Capital plc was a non-trading cash shell as at 31 March 2019. This is based on the adjusted EBITDA value of £0.45m divided by the number of shares at 31 March 2020, being 30,548,599.

Statutory basic losses per share were 8.3p and statutory diluted losses per share totalled 7.8p. These are calculated using the weighted average number of shares in existence during the yearr.

New accounting standard

From 1 April 2019, the Group adopted the new accounting standard IFRS 16 Leases, which meant that the original method of accounting for leases as a rental charge has been replaced with a combination of depreciation from right-of-use leased assets and an interest charge from right-of-use lease liabilities.

The overall impact of the new standard on results for the year to 31 March 2020 is to increase depreciation by £20k and decrease rental lease charges by £20k.

In relation to the impact of the new standard on the balance sheet, a right-of-use asset of £0.31m was recognised with an offsetting right-of-use lease liability. The cashflow statement was also impacted as lease repayments are now treated as a financing activity instead of within operating cashflows. This has resulted in Cash generated from operations increasing by £0.02 million and cash outflows from financing activities increasing by £0.02 million. There is no overall impact on total cashflow, but the new standard has created a small artificial improvement to the Group’s cash conversion as explained below in the Cashflow section of this report. There is no change to the prior year comparatives as this standard was implemented prospectively from 1 April 2019.

Return on Capital

The Group intends to report on capital returns once sustained profitability has been achieved. Whilst capital returns are monitored currently, it is a not a key performance or key results measure given the Growth’s high revenue growth and current statutory loss-making position. The placing on the main listing on the London Stock Exchange and the reverse takeover on 31 March 2020 also mean key capital was only acquired on the last day of the financial year and so return on capital measures would not be meaningful.

Dividends

No dividends have been paid in the year and no dividend is recommended. As the Group is in a high-growth phase with the associated capital expenditure requirements for SealFence units, it is expected that cash resources will be retained to deliver the growth as quickly as possible.

Headcount

The Group’s number of employees for 2020 stood at 36 (2019: 15). The change in staff numbers during the year was due to the growth of the business as well as the acquisitions of OTAQ Connectors Limited (formerly Link Subsea Limited and a full year of OTAQ Offshore Limited (formerly Marinesense Limited).

Share capital and share options

The Group's issued share capital at 31 March totalled 30,548,599 Ordinary shares (2019: 32,000,005). As part of the reverse takeover on 31 March 2020, the share capital was consolidated on 27 March 2020 from 32,000,005 at a nominal value of 3p to 6,400,001 with a nominal of value of 15p. On 31 March 2020, there was an issue of new shares totalling 24,148,598 at a nominal value of 15p.

Share options issued on 9 March 2020 totalled 1,481,912 with the total share options in issue at the year-end totalling 1,481,912.

Warrants totalling 1,600,000 in place at 30 June 2019 were consolidated into Warrants totalling 320,000 following the consolidation of the Hertsford Capital share capital on 27 March 2020.

CHIEF FINANCIAL OFFICER’S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2020

Cashflow and net cash

This year's improved performance resulted in cash generated from operations of £0.87 million (2019: £0.41 million). The Group’s conversion of profit into cash was 25.3% (2019: 26.3%). Total capital expenditure and amounted to £0.50 million (2019: £1.19 million).

Year-end cash balances totalled £4.09 million compared to £0.37 million in 2019. The Group finished 2020 with net cash of £2.86 million compared to £0.30 million of net debt at the end of 2019 as reconciled below:

The increase resulted from the 31 March 2020 placing of new shares for £1.50m less reverse takeover and listing costs of £1.05m. Shareholder loans were received during the year of £0.18m and the Group repaid £0.49m of shareholder loans in April 2020. The reverse takeover of Hertsford Capital plc contributed £2.60m of cash balances.

Assets

Total current assets at 31 March 2020 were £5.87m compared to total current assets of £1.42m at 31 March 2019. The key improvement during the year relates to the increase in cash balances to £4.09m from £0.37m. Inventories have increased to £0.97m from £0.54m but have decreased to 28% of revenue from 34% of revenue in the prior year.

Total liabilities have increased from £2.16m at 31 March 2019 to £3.58m at 31 March 2020. This increase relates to trade payables of £2.21m (2019: £1.32m) which includes additional balances relating to the reverse takeover on 31 March 2020. IFRS16 lease liabilities recognised on adoption of the new standard have results in an additional £0.29m total liability.

Following the reverse takeover and placing of new shares on 31 March 2020, the Group's financial position is strong and will adequately support future organic growth and new product development.

Summary

The newly-amalgamated Group will begin the new financial year in a strong position with key SealFence long-term rental contracts in place, healthy cash resources and a strong balance sheet. This will help to underpin the Group’s strategy for growth and allow contingency for possible economic downturns related to the ongoing Covid-19 pandemic or unexpected consequences of the results of the Brexit negotiations.

Matt Enright
Chief Financial Officer
24 July 2020

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2020

CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 MARCH 2020

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

The notes are available in the printable pdf of the results. To download it, please click here