TIDMTWD

RNS Number : 7976Z

Trackwise Designs PLC

23 September 2020

23 September 2020

TRACKWISE DESIGNS PLC

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

Interim Results for the six months ended 30 June 2020

Trackwise Designs (AIM: TWD), a leading provider of specialist products using printed circuit technology, is pleased to announce its interim results for the six months ended 30 June 2020.

Financial highlights

   --    Revenues GBP2.39m (H1 2019: GBP1.547m) 
   --    Improved Harness Technology(TM) ("IHT") revenues of GBP252k (H1 2019: GBP547k) 
   --    Gross margin 17.8% (H1 2019: 38%) 
   --    Adjusted E BITDA of GBP102k (H1 2019: GBP237k) 
   --    Adjusted o perating loss of GBP365k (profit H1 2019: GBP61k) 
   --    Reported profit after taxation of GBP921k (loss H1 2019: GBP(64k)) 
   --    Net cash* of GBP1.612m (31 December 2019: net debt GBP0.302m) 
   --    Basic EPS of 4.98 pence per share 

* Excludes IFRS 16 lease liabilities

Operational highlights

   --    Trading performance impacted by COVID-19 

-- Gross margin reflects increased capacity investment prior to anticipated increased business and the impacts of COVID-19

   --    Acquisition of Stevenage Circuits Ltd ("SCL"), for an adjusted total consideration of GBP1.8m 

o strengthening manufacturing capabilities and customer base

o SCL has traded cash positively since acquisition

-- Deepened relationships with key customers in our target IHT markets: electric vehicles ("EV"), medical and aerospace, including first production order for IHT in EV

o increased IHT total customers and opportunities to 82 (H1 2019: 57)

o 10 NDAs signed in period to commence design phase of potential new customer orders; (14 including post-period NDAs); building a pipeline of future revenue opportunities

Post period highlights

   --    Significant manufacturing agreement signed with UK EV OEM worth up to GBP38m 

-- Commissioning of Direct Imaging machine to facilitate increased IHT production efficiency and capacity at Tewkesbury site

   --    Continued investment in capabilities to support series production 

Outlook

Looking ahead, while the Company's full year performance will reflect the difficult economic trading conditions, the EV manufacturing contract win and progress in our two other core target markets, medical and aerospace, support our convictions of IHT's merit and its potential to be a catalyst for transformation in these markets, with our innovation enabling the global technology of the future. We are excited about the near and long-term prospects for Trackwise with growing visibility of an increasing number of opportunities.

Philip Johnston, CEO of Trackwise, commented : "While the business remained open and safely operational throughout the period, like many businesses we were not immune from the impacts of COVID-19. Nevertheless we have made excellent progress strategically with the acquisition of Stevenage Circuits, which has extended our product range, our expertise and customer base and increased our production capabilities, enabling us to move towards the facility in Tewkesbury becoming dedicated to IHT production.

Since the period end, we completed the commissioning of the critical roll to roll direct imaging machine, which represents the final investment of our IPO proceeds and we secured the highly significant three-year contract to manufacture IHT for electric vehicles.

Looking ahead, while the Company's full year performance will reflect the difficult economic trading conditions, the EV manufacturing contract win and progress in our two other core target markets, medical and aerospace, support our convictions of IHT's merit and its potential to be a catalyst for transformation in these markets, with our innovation enabling the global technology of the future.

With a growing customer base and pipeline, and a net cash position, we are confident in our ability to deliver on these growth opportunities as trading conditions normalise."

Enquiries

 
 Trackwise Designs plc                   +44 (0)1684 299 930 
 Philip Johnston, CEO                    www.trackwise.co.uk 
 Mark Hodgkins, CFO 
 
 finnCap Ltd                             +44 (0)20 7220 0500 
 NOMAD and Broker 
 Ed Frisby/Matthew Radley - Corporate 
  Finance 
  Andrew Burdis/Manasa Patil - ECM 
 
 Alma PR                                 +44 (0)20 3405 0205 
 Financial PR and IR 
 Caroline Forde/Josh Royston/David 
  Ison/Kieran Breheny 
 

Notes to editors

Trackwise is a UK-based manufacturer of specialist products using printed circuit technology.

The full suite includes: Improved Harness Technology(TM) ("IHT") and Advanced PCBs - Microwave and Radio Frequency ("RF"), Short Flex, Flex Rigid and Rigid Multilayer products.

IHT uses a proprietary, patented process that Trackwise has developed to manufacture multilayer flexible printed circuits of unlimited length. While the technology has many applications, the directors expect that one of its primary uses will be to replace traditional wire harness in a variety of industries.

The Company manufactures on two sites, located in Tewkesbury and Stevenage (following the acquisition of Stevenage Circuits Ltd in April 2020). It serves customers in Europe, North America, Asia and Australia.

Trackwise Designs plc was admitted to trading on AIM in 2018 with the ticker TWD. For additional information please visit www.trackwise.co.uk .

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

Chairman's Statement

While we acknowledge the impact of COVID-19 on the short-term trading environment, which impeded our ability to complete our investment into new equipment and has prolonged sales cycles, we remain excited about the near and long-term prospects for Trackwise and have visibility of a growing number of opportunities.

The wellbeing of our staff has remained our top priority throughout. We have maintained our strict adherence to all UK Government safety guidelines and focused on working from home where possible, while implementing strict social distancing and additional hygiene measures in our facilities. Our teams responded well to the challenges and I would like to thank them for their efforts.

CEO's Statement

Despite COVID-related headwinds affecting our trading performance, we are pleased to report on excellent strategic progress for the Company during the period. Major achievements have been made in both our production capabilities and our reach into target markets.

The key highlight in the period was the acquisition of SCL in April 2020. This acquisition represents a transformational step forward for Trackwise, extending our manufacturing capabilities and providing capacity at Tewkesbury to deliver IHT series production, while diversifying our revenue streams and customer base.

Post period, the announcement of our first series production order from a UK based manufacturer of electric vehicles signified the next stage of progress for our IHT flexible printed circuit technology and was a key step into one of our strategic markets.

Impact of COVID-19

COVID-19 has impacted much of the manufacturing industry and, despite good progress against our strategic objectives, trading remains challenging across our business. Much of our typical run rate business has continued, but we have seen a slow-down in new orders. A number of new opportunities across our product range remain in discussion with associated revenues now predominantly expected in the following financial year.

Revenues from the medical sector were impacted by the delayed commissioning of new machinery due to lockdown restrictions and this impacted deliveries to a customer. This has now been rectified and the product has been supplied to our customer. We were not alone in experiencing delays in the arrival of manufacturing machinery, with anticipated follow-on orders from customers impacted by delays due to the lockdowns in Europe. We will continue to monitor the situation across our end markets and track our expectations against the sector-wide performance of these industries .

Upgrades to Flexible Printed Circuit ("FPC") manufacturing operations

We continued to strengthen our production capability and capacity by investing in new equipment, installing and commissioning an advanced roll-to-roll direct imaging system and a roll-to-roll flexible circuit laser drilling system. This investment, alongside the acquisition of SCL, will enable Trackwise to significantly boost its operational throughput and address growing customer interest in FPCs based on proprietary IHT technology. We are now much better positioned to serve future market opportunities as they arise, supporting greater volume demands, as well as providing enhanced levels of quality.

IHT

Our IHT technology remains the growth driver for Trackwise and we are confident in the applicability of this proprietary technology to our chosen markets and the significant revenues this has the potential to generate.

We have set out the three markets where we expect to see the greatest levels of growth for IHT. These are:

   1.    Electric vehicles 
   2.    Medical 
   3.    Aerospace 

We have seen positive developments across these markets during this period. IHT customers and opportunities grew to 82 by the end of the period (31 December 2019: 72).

Most significantly, in February we announced an order for the supply of flex PCBs to a UK EV OEM, with a follow-on manufacturing agreement signed earlier this month that could be worth up to GBP38m over three years subject to annual pricing reviews. This deal is Trackwise's first order for full series production of IHT and is a strong validation of the application of our technology to this market and delivery capability.

We remain active in looking for further opportunities within EVs and expect to benefit from the growing emphasis on the sustainability agenda and an increasing legislative pressure to force the automotive sector towards non-fossil fuel motive power.

There continues to be encouraging levels of interest in IHT from the medical industry and we continue to work closely with prospective customers on trials of our technology with a view to securing a meaningful uptick in revenues in FY21.

In aerospace, our developments with GKN of next generation systems continue despite the well-documented industry-wide slowdown.

In the near-term, revenue opportunities will likely continue to be hindered by COVID-19 disruption, but we remain confident in the applicability of IHT to all our chosen market sectors.

SCL Acquisition and integration

We completed the transformational acquisition of Stevenage Circuits Ltd in April 2020, funded through the support of existing and new investors in a GBP5.87m placing, significantly increasing our production capabilities. Our focus since completion of the acquisition has been to ensure the integration of SCL is as seamless as possible. SCL has been cash generative since the acquisition, providing a valuable base of largely recurring revenue. SCL has continued to win new contracts with key accounts, though these new projects and associated revenues are expected to be delivered in H2, principally because of COVID-19 related disruption.

RF

The forthcoming roll out of 5G technology is a re-equipment opportunity which the Board believe will create demand for the Company's RF products, now part of the Advanced PCB division. However, RF continues to be impacted by factors such as Brexit and the US-China trade war, and continues to be compounded by the uncertainty caused by COVID-19. We have adjusted our budget for RF for the year to reflect these factors. RF continues to be profitable, adding value to the Group as a whole.

Financial Review

Revenue for the period increased to GBP2.389m (H1 2019: GBP1.547m), benefitting from the inclusion of SCL for Q2. These numbers were disappointing and were the result of the impacts of COVID-19. The issue of new equity at the time of the SCL acquisition strengthened the balance sheet, with net cash of GBP 1.564m at the end of June 2020.

We have continued to invest in our know-how and technical capability which will support the increasing amount of IHT business that we will have throughout the coming years.

Our acquisition of SCL was attractively priced and we acquired the business at a discount to stated net assets, and this gave rise to a credit to the Group P&L account of GBP1.54m which has bolstered distributable reserves and net assets accordingly. We were able to enforce our rights under the acquisition agreement to have restitution of funds to make good premises and equipment deficiencies that were agreed post acquisition.

   The outcome of the period is that earnings per share are   4.98p (H1 2019: (0.43) p) . 

Summary & Outlook

While COVID-19 impacted revenues in the first half of the year, delaying both the receipt of new orders and the ability to complete our investment in our production facilities, it was nonetheless a period of excellent strategic progress, underpinned by a base of recurring revenues and profit generation in the Advanced PCB business, incorporating RF. The acquisition of SCL has transformed our production capabilities, paving the way for IHT production at scale, while bringing additional expertise and customer base. We have been pleased with the integration and performance of the business to date.

Looking ahead, we are confident the recent IHT manufacturing agreement with a UK manufacturer of EVs will be the catalyst for a step change in Trackwise's revenue and a solid platform on which to build. This, alongside the progress we are making elsewhere in the sector and with partners and prospective customers in medical and aerospace, clearly illustrates the merits of IHT and its potential.

While the Company's full year performance will reflect the difficult economic trading conditions, we expect some improvement in elements of our Advanced PCB business and the growing pipeline for IHT gives us confidence in our ability to deliver meaningful IHT revenue growth in FY21.

The macro-economic backdrop will remain uncertain due to both Brexit and as the pandemic continues to play out, but Trackwise's long-term value proposition remains unchanged. We will continue to carefully monitor and respond to the situation, and supported by net cash on our balance sheet, a stable customer base and growing pipeline, we are confident in our ability to deliver on these growth opportunities as trading conditions normalise.

Interim Condensed Consolidated Statement of Comprehensive Income

 
                                    Notes     Unaudited           Unaudited                  Audited 
                                             Six months          Six months               Year ended 
                                               ended 30            ended 30              31 December 
                                              June 2020           June 2019                     2019 
                                                GBP'000             GBP'000                  GBP'000 
 
 Revenue                              3           2,389               1,547        2           2,906 
 
 Cost of sales                                  (1,964)               (961)                  (1,805) 
 
 Gross profit                                       425                 586                    1,101 
 
 Administrative expenses 
  excluding                                       (790)               (518)                    (900) 
  exceptional costs and share 
   based payment                                      -                   -                     (28) 
                                                  (112)               (127)                    (224) 
  Exceptional severance costs 
 
  Share based payment charges 
 
 Total administrative expenses                    (902)               (645)                  (1,152) 
 
 Operating loss                                   (477)                (59)                     (51) 
 
 Negative goodwill arising 
  on acquisition                      9           1,545                   -                        - 
 Acquisition expenses                 9           (214)                   -                        - 
 Finance income                                       -                   4                        5 
 Finance costs                                     (66)                (32)                     (83) 
 
 Profit/(loss) before taxation                      788                (87)                    (129) 
 
 Taxation                             4             133                  23                       81 
 
 Profit/(loss) and total 
  comprehensive income/(expense) 
  for the period                                    921                (64)                     (48) 
                                           ------------       -------------            ------------- 
 
 Earnings per share (pence) 
 Basic                                6            4.98              (0.43)                   (0.32) 
                                           ------------       -------------            ------------- 
 Diluted                              6            4.82              (0.43)                   (0.32) 
                                           ------------       -------------            ------------- 
 
 

Interim Condensed Consolidated Statement of Financial Position

 
                                Notes   Unaudited   Unaudited        Audited 
                                          30 June     30 June    31 December 
                                             2020        2019           2019 
                                          GBP'000     GBP'000        GBP'000 
 ASSETS 
 Non-current assets 
 Intangible assets                7         5,200       3,389          4,268 
 Property, plant and 
  equipment                       9         8,363       3,004          2,547 
                                           13,563       6,393          6,815 
                                       ----------  ----------  ------------- 
 
 Current assets 
 Inventories                                1,740         468            555 
 Trade and other receivables                1,585         879          1,657 
 Current tax receivable                       448         156            338 
 Cash and cash equivalents                  3,209       1,565            567 
                                       ----------  ----------  ------------- 
                                            6,982       3,068          3,117 
                                       ----------  ----------  ------------- 
 
 Total assets                              20,545       9,461          9,932 
                                       ----------  ----------  ------------- 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                 (2,210)     (1,262)        (1,046) 
 Borrowings                                 (575)       (237)          (339) 
                                          (2,785)     (1,499)        (1,385) 
                                       ----------  ----------  ------------- 
 
 Non-current liabilities 
 Deferred income - grants                   (914)       (763)          (856) 
 Borrowings                       9       (3,640)       (999)        (1,253) 
 Provisions                                 (310)           -              - 
 Deferred tax liabilities                   (401)       (285)          (401) 
                                       ----------  ----------  ------------- 
                                          (5,265)     (2,047)        (2,510) 
                                       ----------  ----------  ------------- 
 
 Total liabilities                        (8,050)     (3,546)        (3,895) 
                                       ----------  ----------  ------------- 
 
 Net assets                                12,495       5,915          6,037 
                                       ----------  ----------  ------------- 
 
 EQUITY 
 
 Share capital                    8           885         591            591 
 Share premium account            8         9,374       4,234          4,234 
 Retained earnings                          2,088         903          1,045 
 Revaluation reserve                          148         187            167 
 Total equity                              12,495       5,915          6,037 
                                       ----------  ----------  ------------- 
 

Interim Condensed Consolidated Statement of Changes in Equity

 
                                      Share   Share premium    Retained   Revaluation   Total equity 
                                    capital         account    earnings       reserve 
                                    GBP'000         GBP'000     GBP'000       GBP'000        GBP'000 
 
 At 1 January 2019                      591           4,234         840           206          5,871 
 
 Loss and total comprehensive 
  income for the period                   -               -        (64)             -           (64) 
 Share based payment                      -               -         108             -            108 
 Revaluation realised in 
  period                                  -               -          19          (19)              - 
                                  ---------  --------------  ----------  ------------  ------------- 
 At 30 June 2019 and 1 July 
  2019                                  591           4,234         903           187          5,915 
                                  ---------  --------------  ----------  ------------  ------------- 
 
 Profit and total comprehensive 
  income for the period                   -               -          16             -             16 
 Share based payment                      -               -         106             -            106 
 Revaluation realised in 
  period                                  -               -          20          (20)              - 
 At 31 December 2019 and 
  1 January 2020                        591           4,234       1,045           167          6,037 
                                  ---------  --------------  ----------  ------------  ------------- 
 
 Profit and total comprehensive 
  income for the period                   -               -         921             -            921 
 Issue of shares (net of 
  GBP439,000 of issue expenses)         294           5,140           -             -          5,434 
 Share based payment                      -               -         103             -            103 
 Revaluation realised in 
  period                                  -               -          19          (19)              - 
                                             --------------              ------------ 
 At 30 June 2020                        885           9,374       2,088           148         12,495 
                                  ---------  --------------  ----------  ------------  ------------- 
 

Interim Condensed Consolidated Statement of Cash Flows

 
                                             Unaudited     Unaudited        Audited 
                                            Six months    Six months     Year ended 
                                              ended 30      ended 30    31 December 
                                             June 2020     June 2019           2019 
                                               GBP'000       GBP'000        GBP'000 
 Cash flow from operating 
  activities 
 Profit/(loss) for the period 
  before taxation                                  788          (87)          (129) 
 Adjustment for: 
 Employee share based payment 
  charges                                          112           127            224 
 Depreciation of property, 
  plant and equipment                              349           127            225 
 Amortisation of intangible 
  assets                                           118            84            183 
 Negative goodwill credited                    (1,545)             -              - 
 Finance costs                                      66            28             78 
 Changes in working capital: 
 Increase in inventories                         (314)          (88)          (175) 
 Decrease/(increase) in trade 
  and other receivables                            459         (287)          (268) 
 Increase/(decrease) in trade 
  and other payables                                21           257          (496) 
                                       ---------------  ------------  ------------- 
 Cash generated from operations                     54           161            634 
 Income tax received                               420             -             21 
                                       ---------------  ------------  ------------- 
 Net cash from operating activities                474           161            655 
                                       ---------------  ------------  ------------- 
 
 Cash flow from investing 
  activities 
 Purchase of property, plant 
  and equipment (net of new 
  leases)                                        (359)          (47)          (951) 
 Purchase of intangible assets                 (1,036)         (854)        (1,736) 
 Purchase of subsidiary (net                   (1,629)             -              - 
  of cash acquired) 
 Grant funding - purchase 
  of intangible assets                               -           159            175 
 Interest received                                   -             -              5 
 Net cash used in investing 
  activities                                   (3,024)       (1,238)        (2,507) 
                                       ---------------  ------------  ------------- 
 
 
 Cash flow from financing activities 
 Share capital issued                     5,873          -          - 
 Expenses relating to share               (439)          -          - 
  capital issue 
 Interest paid                             (66)       (32)       (83) 
 Lease payments                            (81)          -       (89) 
 Repayment of capital element 
  of lease contracts                       (95)      (112)      (195) 
                                        -------  ---------  --------- 
 Net cash from/(used in) financing 
  activities                              5,192      (144)      (367) 
                                        -------  ---------  --------- 
 
 Increase/(decrease) in cash 
  and cash equivalents                    2,642    (1,221)    (2,219) 
                                        -------  ---------  --------- 
 
 Net cash and cash equivalents 
  at beginning of the period                567      2,786      2,786 
 
 Net cash and cash equivalents 
  at end of period (all cash 
  balances)                               3,209      1,565        567 
                                        -------  ---------  --------- 
 
 
   1.    Corporate information 

Trackwise Designs plc is a Company incorporated in the United Kingdom. The registered address of the Company is 1 Ashvale, Alexandra Way, Ashchurch, Tewkesbury, Gloucestershire, GL20 8NB. The principal activity of the Company and the Group is the development, manufacture and sale of printed circuit boards.

   2.    Accounting policies 

Basis of preparation

This unaudited consolidated interim financial information has been prepared in accordance with IFRS as adopted by the European Union including IAS 34 'Interim Financial Reporting'. The principal accounting policies used in preparing the interim results are those it expects to apply in its financial statements for the year ending 31 December 2020. These are unchanged from those applied in the 31 December 2019 Company financial statements except for the addition of the application of Group policies which are now relevant following the acquisition of a material subsidiary from April 2020 and the consolidation of its results and financial position with those of the Company. In particular, IFRS 3 Business Combinations and IFRS 10 Consolidated Financial Statements have been applied.

The financial information does not contain all of the information that is required to be disclosed in a full set of IFRS financial statements. The financial information for the six months ended 30 June 2020 and 30 June 2019 is unreviewed and unaudited and does not constitute the Group or Company's statutory financial statements for those periods.

The comparative financial information for the full year ended 31 December 2019 has, however, been derived from the audited statutory financial statements for that period. A copy of those statutory financial statements has been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying its report and did not contain a statement under section 498(2)-(3) of the Companies Act 2006.

The financial information in the Interim Report is presented in Sterling.

   3.    Segmental reporting 

IFRS 8, Operating Segments, requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Company's chief operating decision maker. The chief operating decision maker is considered to be the Board of Directors.

The operating segments are monitored by the chief operating decision maker and strategic decisions are made on the basis of adjusted segment operating results. From January 2018 the RF (now part of Advanced PCB) and IHT activities began to be separately reviewed and monitored, initially in respect of revenue.

All assets, liabilities and revenues are located in, or derived in, the United Kingdom. The material assets and liabilities relate to overall activity with the exception of the intangible development costs and deferred grants which are solely in respect of IHT.

In the six months ended 30 June 2020 the Group had two major customers who each represented 12% of revenue (30 June 2019: two major customers who represented 11% and 10% of total revenue, and full year ended 31 December 2019: no major customer representing in excess of 10% of revenue).

Revenue by product and geographical destination was as follows:

 
                      Unaudited     Unaudited                 Audited 
                     Six months    Six months              Year ended 
                       ended 30      ended 30             31 December 
                      June 2020     June 2019                    2019 
                        GBP'000       GBP'000                 GBP'000 
 
 IHT                        251           547                     938 
 Advanced PCB             2,138         1,000                   1,968 
                ---------------  ------------           ------------- 
                          2,389         1,547                   2,906 
                ---------------  ------------           ------------- 
 
 UK                       1,495           485                   1,046 
 Europe                     751           758                   1,332 
 Other                      143           304                     528 
                          2,389         1,547        2          2,906 
                ---------------  ------------           ------------- 
 
   4.    Income tax 

Taxation is provided at the estimated rate of tax for the period, applying 19% (2019:17%) to deferred tax balances, and including the benefit of enhanced allowances for research and development costs.

   5.    Dividends paid and proposed 

No dividends have been paid or proposed in the period ended 30 June 2020 or year ended 31 December 2019.

   6.    Earnings per share 

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

 
 
 Earnings                                   Unaudited     Unaudited        Audited 
                                           Six months    Six months     Year ended 
                                             ended 30      ended 30    31 December 
                                            June 2020     June 2019           2019 
                                              GBP'000       GBP'000        GBP'000 
 Earnings/(loss) for the purpose 
  of basic and diluted earnings 
  per share being net profit/(loss) 
  attributable to the shareholders                921          (64)           (48) 
                                      ---------------  ------------  ------------- 
 
                                               Number        Number         Number 
 Weighted average number of 
  ordinary shares for the purposes 
  of basic earnings per share              18,503,836    14,772,372     14,772,372 
 Weighted average number of 
  ordinary shares for the purposes 
  of diluted earnings per share            19,116,462    14,772,372     14,772,372 
 
 

Options over 901,909 shares were granted to employees on 15 June 2018 which are still exercisable and potentially dilutive shares included in the weighted average for the period to 30 June 2020. The 1,009,000 of additional options issued on 24 June 2020 are not considered to be dilutive on the period to 30 June 2020.

   7.    Intangible fixed assets 
 
 
                               Development 
                                     costs 
                                   GBP'000 
 Cost 
 At 1 January 2019                   2,552 
 Additions                             850 
 As at 30 June 2019                  3,402 
 Additions                             966 
 As at 31 December 2018              4,368 
 Additions                           1,024 
 As at 30 June 2020                  5,392 
                              ------------ 
 
 Amortisation or impairment 
 At 1 January 2019                      92 
 Charge                                 82 
 As at 30 June 2019                    174 
 Charge                                 94 
 As at 31 December 2019                268 
 Charge                                113 
 As at 30 June 2020                    381 
                              ------------ 
 
 Carrying amount 
 As at 30 June 2019                  3,228 
                              ------------ 
 As at 31 December 2019              4,100 
                              ------------ 
 As at 30 June 2020                  5,011 
                              ------------ 
 

The capitalised development project costs relate to the significant continuing investment in respect of the Company's Improved Harness Technology ('IHT') process for unlimited length printed circuit boards and know-how which is being developed by the Company with amortisation on the initial development projects commencing in 2018. The remainder of intangible assets is represented by software assets and an unchanged amount of goodwill in respect of the initial technology.

   8.    Share capital 

7,341,250 GBP0.04 ordinary shares were issued on 31 March 2020 at GBP0.80 each for cash in order to provided funds for the acquisition made in the period and continuing investment in the business. This increased nominal share capital by GBP294,000 and share premium by GBP5,579,000. Share issue costs of GBP439,000 were charged against the share premium account resulting in a net increase of GBP5,140,000.

   9.    Acquisition of Stevenage Circuits Ltd 

The Company acquired all of the share capital of Stevenage Circuits Ltd ("SCL"), a UK-based designer and manufacturer of short flex and rigid printed circuit boards, on 1 April 2020. The acquisition primarily adds further manufacturing capacity to enable the demand-led ramp up of Trackwise Design's Improved Harness Technology production, as well as customers and technical, sales and operational expertise.

The assets were acquired at a discount to their provisional fair value resulting in negative goodwill of GBP1,545,000 which has been credited to the income statement in accordance with IFRS 3 and represents an exceptional item in the period. This relates to the ability of the combined Group to fully utilise the manufacturing capacity of SCL and enhance earnings from the specialist plant and equipment. The consolidated negative goodwill credit is not expected to be taxable.

The provisional fair values of the assets and liabilities acquired are as follows:

 
                                       Fair value 
                                          GBP'000 
 Property, plant and equipment              2,969 
 Right of use property assets               1,915 
 Intangible assets                             14 
 Inventories                                  872 
 Trade receivables and prepayments          1,136 
 Tax                                          396 
 Cash                                         543 
 Trade and other payables                 (1,370) 
 Lease liabilities                        (1,915) 
 Hire purchase liabilities                  (533) 
 Provisions                                 (310) 
 
                                            3,717 
 
 Negative goodwill arising                (1,545) 
                                      ----------- 
 

Consideration was paid in cash and there is no deferred or contingent consideration payable. Gross trade receivables acquired were GBP903,000 all of which were expected to be recovered. Right of use property assets are included in property, plant and equipment and lease liabilities within borrowings in the consolidated statement of financial position.

Acquisition related expenses of GBP214,000 have been charged as an exceptional item in the consolidated income statement. The negative goodwill and acquisition expenses are both considered highly material and significant non-recurring items. They are therefore presented below operating loss in the consolidated income statement.

SCL has contributed GBP1,224,000 of revenue and incurred a loss of GBP47,000 included in the consolidated income statement from 1 April 2020 to 30 June 2020 (excluding acquisition expenses and negative goodwill). Had SCL been consolidated from 1 January 2020 it would have contributed another GBP1,284,000 of revenue and a loss of GBP23,000 to the six-month period.

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