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 This information is provided by RNS The company news service from the London Stock Exchange
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