Preliminary Results
Transense Technologies PLC
15 April 2008
Transense Technologies PLC
15 April 2008
Preliminary Results
Chairman's Statement
The last twelve months have probably been the most eventful in Transense's
relatively short history. The proposed reverse takeover of the Bishop
Technology Group was rejected by shareholders in November 2007, and in early
2008, during an extremely difficult time for Capital markets, a £4m fundraising
was completed, bringing with it new institutional support.
Several Board changes have taken place following the rejection of the Bishop
Group proposal. I believe the commercial experience and determination of the
newly constituted Board, together with the strengthened balance sheet and
shareholder support, puts the Company in a much improved position to
commercialise its world leading SAW technology.
Our strategic review is ongoing and will not be finalised until a new Managing
Director is in place.
Results
In 2007, there was no repetition of any licence fee income from Honeywell, as
the series of upfront payments agreed in the original licence agreement had
already been paid and accounted for by 31st December 2006.
There has been modest growth of revenue from engineering support work, and we
are seeking further opportunities to exploit our technical expertise from
consultancy work. Revenue for the year was £145,000 (2006 - £604,000 which
included a £500K licence fee). Pre-tax losses for the year increased to £2.754
million (2006 - £1.324 million), exacerbated by the significant abort costs from
the failed Bishop transaction and the cost of the Board restructuring.
The Board
Several Board changes have occurred subsequent to the rejection of the Bishop
proposal at the EGM. My predecessor as Chairman, Peter Woods, and Tony Baldry
retired immediately, followed shortly afterwards by Graham Eves, who resigned as
Commercial Director. Howard Pearl, Finance Director, and Jim Perry, who was
Chief Executive for 17 years, have also recently retired as Directors.
The Board now comprises Ray Lohr, who continues to give us the benefit of his
excellent skills as Technical Director and Rodney Westhead, who was appointed as
Non-Executive Director in 2007 and who brings to the company his substantial
experience from within the automotive industry. The new members are Melvyn
Segal and Graham Storey, who have been shareholders in Transense for several
years. They have the commercial skills and determination required as Transense
seeks to supplement its existing licensees and widen the applications for which
its technology can be utilised.
The position of Managing Director has yet to be filled. We are currently
finalising negotiations with a candidate whom we believe ideally fits our brief
- an industry heavyweight with considerable experience in commercialising
automotive IP. We hope to complete these discussions in the near future.
Future Strategy
In recent years, hopes had been raised that the Company's unique SAW technology
for measuring torque, pressure and temperature, would be adopted by our
licensees, particularly within the automotive industry, and that a consistent
and growing flow of royalty, licensing, and consultancy income would have
already been generated. Whilst this remains our stated goal, the timescales
originally envisaged were unduly optimistic. In light of this, it has been one
of our initial priorities to seek updates from our licensees with regards to
timescales for commercialisation. A series of meetings are now ongoing for this
purpose.
The existing licensing agreements, negotiated several years ago do not provide
for any minimum annual payments. As a consequence, there is no income until
such time as royalties become payable. This leaves Transense substantially
dependent on our licensees to create the demand for the Company's technology and
establish customers for it, thereby producing an income flow for Transense. The
new Board has adopted a proactive approach, which involves widening the range of
technical applications for the Company's SAW technology, achieving closer
relationships with existing licensees and aggressively seeking new licence
opportunities, with the intention of gaining more control over the scope and
timing of revenues.
Research & Development
The technical advances made in the year from our ongoing partnerships continued
apace.
The focus of the Company's 2007/8 R&D activity has been to develop the
technology to meet customer specific applications. This has involved work
across all of our engineering skills base - mechanical, electronic and software.
Business Update
The new Board members were appointed on a mandate of openness and clarity.
Whilst both confidentiality and commerciality will dictate what can and cannot
be disclosed at any particular time, it is my intention to ensure that in future
shareholders will be consistently updated..
I am encouraged that during my short tenure to date, the Company has received
several serious enquiries about its technology. I am setting out below a
summary of the more important projects upon which Transense is currently
working:
Honeywell
Four members of the Transense team have recently returned from Minneapolis where
they had two full days of meetings with senior members of the Honeywell team
discussing ongoing and potential projects across a wide range of automotive and
industrial applications.
Torque Driveline
Transense has been working with Honeywell on projects for two US OEMs to measure
engine output torque on flexplates. The flexplate is an integral part of the
power train system and, when implemented, the potential benefits to the engine
will include smoother running and increased fuel efficiency, and to the
transmission, smoother gear changes. This will be the first time any engine
system has been able to measure torque 'live', enabling optimal control to be
maintained throughout vehicle life. It is hoped that the technology will be
implemented across a range of vehicles and engines.
Whilst we believe the outcome of our meetings with Honeywell to have been very
positive, we are not currently budgeting for a meaningful flow of royalty income
from the flexplate project before the 2013 models are in production, in the
light of Honeywell's negotiations with automotive manufacturers.
EPAS
We are in discussions for a joint development with a Canadian Tier 1 specialist
automotive supplier, which is evaluating our electric power assisted steering
(EPAS) torque sensor technology for two separate projects.
TPMS
Transense are in early discussions with a UK based after-market TPMS supplier
which has developed a vehicle management system providing 'cradle to grave' tyre
information - of a particular interest to the OTR (Off The Road) and truck
markets. Their system incorporates a hand-held reader which reads a tyre patch
RFID tag and measures tyre tread depth and pressure on a manual basis. They
view the ability to check tyre pressure remotely as a significant advantage and
we are currently working to incorporate SAW technology into their product.
Motor Sports
We are working on potential projects linked to both Formula 1 and NASCAR which
involves both TPMS and Torque. Whilst these projects, if confirmed, are capable
of earning modest royalties, they are prestigious for Transense and represent an
endorsement of our technologies operating in a very demanding environment.
Non Automotive Applications
It is clear that there are many opportunities for torque and pressure sensors in
non-automotive fields. Transense is currently in negotiations with Sensor
Technology to extend our licence to incorporate non-Automotive applications. A
successful conclusion to the negotiations will broaden the market for our
technology in an area where the development and testing schedules are
considerably shorter than those in automotive, and give us a quicker route to
market.
Others
For strategic reasons, Lear has not proceeded with the Transense batteryless
TPMS and the agreement has been terminated.
There has been no meaningful progress to date with our arrangements with
Michelin.
Conclusion
We are busy at operational levels. We have an encouraging set of projects upon
which we are working, but these projects are unlikely to generate a consistent
and meaningful income flow in the short term, which means we need to develop our
consultancy and engineering work for third parties. Nevertheless, Transense has
adequate financial resources and a fresh and determined Board to guide the
Company towards what we believe will be a more prosperous future.
David Kleeman
Chairman
Transense Technologies plc
Income Statement for the Year to 31 December 2007
2007 2006
£000 £000
Continuing operations
Revenue 145 604
Cost of sales (45) (52)
Gross profit 100 552
Administrative expenses (Notes 2 & 3) (2,854) (1,966)
Operating loss (2,754) (1,414)
Financial income 71 90
Loss before taxation (2,683) (1,324)
Taxation 113 114
Loss from continuing operations (2,570) (1,210)
Basic and fully diluted loss per share (4.5p) (2.1p)
Balance Sheet at 31 December 2007
2007 2006
£000 £000 £000 £000
Non current assets
Property , plant and equipment 14 23
Intangible assets 1,519 1,567
Available for sale investments 65 65
Loans receivable 25 25
1,623 1,680
Current assets
Trade and other receivables 235 639
Cash and cash equivalents (Note 4) 901 1,136 1,390 2,029
Total assets 2,759 3,709
Current liabilities
Trade and other payables (1,199) (267)
Current tax liabilities (22) (21)
Total liabilities (1,221) (288)
Net assets 1,538 3,421
Equity
Called up equity share capital (Note 4) 5,791 5,646
Share premium account (Note 4) 5,668 5,376
Accumulated loss (Note 5) (9,921) (7,601)
Total equity 1,538 3,421
Cash Flow Statement for the Year to 31 December 2007
Year Year
2007 2006
£000 £000
Loss before taxation (2,683) (1,324)
Adjustments for:
Financial income (71) (90)
Depreciation of property, plant and equipment 12 17
Amortisation of intangible assets (Note 3) 186 275
Equity settled share based payment 250 244
Operating cash flows before movements in working capital (2,306) (878)
Decrease / (increase) in receivables 404 (66)
Increase in payables 933 0
Cash used in operations (969) (944)
Taxation recovered 113 114
Net cash used in operations (856) (830)
Investing activities
Interest received 71 90
Acquisition of property, plant & equipment (3) (2)
Acquisition of intangible assets (138) (240)
Acquisition of investments 0 (40)
Net cash used in investing activities (70) (192)
Financing activities
Proceeds from issue of equity share capital 145 5
Share premium on issue of equity share capital 292 8
Net cash from financing activities 437 13
Net decrease in cash and cash equivalents (489) (1,009)
Cash and cash equivalents at beginning of years 1,390 2,399
Cash and cash equivalents at end of years 901 1,390
Notes to the Preliminary results for the year 2007
1. The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2007 or 2006. Statutory
accounts for 2006, which were prepared under UK GAAP, have been delivered to the
Registrar of Companies. The auditors have reported on the 2006 accounts; their
report was (i) unqualified, (ii) did not include a reference to any matters to
which the auditors drew attention by way of emphasis without qualifying their
report and (iii) did not contain a statement under section 237(2) or (3) of the
Companies Act 1985.
The statutory accounts for 2007, which are being prepared under accounting
standards adopted by the EU will be finalised on the basis of the financial
information presented by the directors in this preliminary announcement and will
be delivered to the Registrar of Companies in due course.
2. Administrative expenses include a charge of £836,000 (2006 £nil) for costs
incurred in an aborted acquisition. There is also a £150,000 provision (2006:
£nil) to cover termination benefits for directors resigning since 1 January,
2008.
3. The amortization charge of £186,000 (2006 £275,000) includes £52,000 being
first time amortisation of tyre pressure project development costs.
4. On 4 January 2008 the Company raised £3.9 million cash, net of expenses,
under a Subscription Agreement approved by shareholders.
5. No deferred tax asset is recognised in these financial statements in respect
of trading losses to date.
6. The Annual Report and Accounts will be posted to shareholders by the end of
April and the Annual General Meeting will be held on 5 June 2008.
Contacts:
Transense Technologies plc
Melvyn Segal 01869 238380
Brewin Dolphin Investment Banking
Neil Baldwin 0113 241 0126
ENDS
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