TIDMTRK
RNS Number : 2245M
Torotrak PLC
27 July 2017
27 July 2017
Torotrak plc
("Torotrak", the "Company" or the "Group")
Preliminary Final Results for the year ended 31 March 2017
Torotrak (LSE: TRK), a developer and supplier of emissions
reduction and fuel efficiency technology for vehicles, announces
its Preliminary Final Results for the year ended 31 March 2017.
Chairman's Letter
Two years ago we set out to definitively realise the value of
the Group's three technologies within a three year period and to
return the maximum achievable value to our shareholders. We are now
close to having completed this process and whilst the capabilities
of the Company's technology have been proven, for reasons largely
beyond our control, the commercial progress that the Board would
like to have made has not been forthcoming. The clear strategic
focus of the Board is to realise value from the Company's
technology portfolio and other assets, be it through licence deals
or actual sales of the assets and Intellectual Property ('IP')
portfolio.
Adam's review set out below details the activities of the last
12 months and I would like to highlight the key achievements and
some of the difficult decisions that we have taken during the
year.
Performance Outcomes
In Flybrid, we have successfully continued our focus on
developing products for the off-highway sector following the
decision last year to stop our development for the bus sector (due
to the pressures of continued low fuel prices and the adoption of
electrification to achieve zero emissions within city centres). We
now have a proven off-highway product, offering a family of
flywheel energy recovery and storage modules (ERS) for manufacture
in conjunction with our Tier 2 manufacturing partners. There is a
growing market interest in these products, with at least one
potential new customer expected to start their evaluations by the
end of 2017. This result is encouraging but has been slow to
achieve, due to the severe resource constraints the off-highway
sector has faced over the last four to five years. These same
pressures have also affected our development programmes with
partners. The programme with the Energy Technologies Institute to
demonstrate a transmission-connected KERS in a large mining truck
application has been on hold for eight months but has recently
re-started. Our first Advanced Propulsion Centre (APC) programme
with JCB to demonstrate the use of an ERS on an excavator has now
been completed and the results used to inform the development and
launch of the new ERS product family. The start of our new APC
programme with Caterpillar Inc. to demonstrate the integration of a
low cost flywheel into off-highway machines and construction
equipment had been delayed by seven months but commenced in May
2017.
In V-Charge, we successfully completed the product development
to the point of being ready for licensing and productionisation by
a Tier 1 partner. We had confirmation of the performance advantages
and system benefits of V-Charge compared to other advanced boosting
technologies endorsed by OEMs and Tier 1s through evaluation of our
demonstration vehicles and on-engine test results. Their findings
confirmed that V-Charge can enable significant engine downsizing
and downspeeding, to help vehicle OEMs meet the challenging
emissions regulations in a cost-effective and practical manner,
which can also improve vehicle performance. However, we have done
this at the same time as the passenger car industry reached a
consensus to significantly accelerate the investment in the mass
electrification of vehicle powertrains. The result has been to make
it imperative for industry participants to focus all their
available resources on technologies linked to vehicle
electrification and has made these electric solutions increasingly
more competitive as the resulting high volume projections and
development focus have driven down forecast costs. Consequently, we
now believe that the investment required by Tier 1s to
productionise and commercialise V-Charge for mass market passenger
cars is unlikely to advance any further. Whilst continuing to seek
to find buyers for this technology, the Board took the decision in
January 2017 to suspend further engineering development
activity.
Lastly, as previously reported, IVT/CVT has not been a key focus
for the Group over this time with our licensees remaining largely
inactive, with the Board's approach being to try and find buyers
for the Group's IVT/CVT IP and tangible assets with a view to
realising value wherever possible.
Impact on our Business
The decisions taken by our Tier 1 and OEM partners not to take
V-Charge forwards into production coupled with the lack of progress
from our IVT/CVT licensees, led us to the inevitable but painful
decision that we must cease all further investment in the
traditional Torotrak variable transmission-related technologies. As
a result, we started a consultation process in January 2017 to
close the Leyland site which was the home of this technology and
this process is substantially completed with the site to be vacated
by the end of 2017. Our aim has been to minimise the impact on our
licensees, whilst realising any possible residual value for our
shareholders. We have made redundant all the employees based at
Leyland and the majority have now left the business, except for a
small team who are completing customer engineering programmes and
supporting the sale of the IP and assets. We expect over the coming
months to complete the sale and/or licensing of the technology and
associated IP portfolio and sell the remaining physical assets such
as test rigs and demonstrator vehicles. The proceeds from this are
being used to off-set the closure costs.
We have continued investment in, and business development
efforts within, the Flybrid business unit in Silverstone and this
has brought some success with the development of the ERS modules
for the off-highway market and growing interest from OEM customers.
However, as noted above, the difficult conditions in the
off-highway market have delayed the product development cycle and
pushed out the anticipated market launch.
The Board is exploring a range of possible options to realise
the best value for shareholders including licensing or selling the
Group's IP and assets and/or providing additional funding to
further develop ERS.
Financial Results
We closed the financial year with GBP5.1m in cash as
anticipated, which was less than originally hoped for at the start
of the year as the targeted licensing and other commercialisation
events did not materialise as described above. Consequently, the
Company must now generate additional cash inflows during the
current financial year to fund the operating costs of the Group
including the ongoing development and other costs of the Flybrid
business and the costs of closing the Leyland site.
The operating loss for the year before intangible asset
amortisation (know-how) and exceptional items was GBP7.3m, in line
with the previous year (2016: GBP7.4m). The Group recorded
exceptional costs in the year of GBP13.5m (2016: GBP6.1m), of which
GBP12.5m (2016: GBP5.4m) was non-cash and non-cash annual
intangible asset amortisation (know-how) of GBP0.8m (2016:
GBP0.8m), resulting in a loss attributable to shareholders of
GBP19.7m (2016: GBP13.5m). The exceptional costs in the year
include: GBP2.0m (2016: GBP0.6m) of restructuring and other costs
including the closure of the Leyland site and sale of IVT/CVT
assets; and a GBP11.4m non-cash impairment of the Group's know-how
and goodwill assets. This impairment charge is required under
International Financial Reporting Standards to reflect the current
uncertainty created by the Company's financial position and whether
it can obtain the necessary funding to enable the Group to continue
to operate these assets over the long term. Impairing the value of
the assets, as required by the Accounting Standards, reflects the
current funding uncertainty and does not reflect the Board's
assessment of the value of the technology which has a wide range of
potential values depending on the success (or otherwise) of the
different value realisation options being pursued which are set out
above.
Note 2 to this statement provides further details on the basis
of preparation of the financial statements and the material
uncertainty created by the Company's financial position, which may
cast significant doubt on the Group's ability to continue as a
going concern. Adam's review below provides further details on the
financial performance of the Group during the year.
Board and People
I would like to thank all of our colleagues for their hard work
and dedication during the last twelve months. This has been a
difficult year; our number of employees has reduced from 76 at the
close of last year to 33 now.
The staff at Leyland have been exemplary in their
professionalism and commitment to the business. I would like to
wish them every success in the next phase of their careers, in many
cases in new industries and with some continuing to push to see the
Torotrak IVT/CVT technology enter production with our
licensees.
For the staff at Silverstone, I wish to thank them for all their
hard work and to wish them every success at this exciting period in
Flybrid's growth.
Given the size of the Company and the need to minimise costs we
are reducing the size of the executive team and the Board. In
particular, we have agreed that John McLaren will step down from
the Board with immediate effect and that Eric Alström will leave
the Board after the AGM. I would like to thank them both for the
support that they have given the Board.
Finally, I must thank our small corporate team and Board for
their commitment and their ongoing support whilst we restructure
the Group.
Nick Barter
Chairman
27 July 2017
CEO's Review
This year has seen us focussed primarily on securing value from
our technologies and managing the impact of market changes that
have worked against us. Despite the progress made within Flybrid in
the off-highway sector and our technical successes, the overall
outcome has been very disappointing. The value we have been able to
realise has fallen far short of the potential we saw in 2015.
Electrification Revolution
The passenger car industry appeared to largely conclude during
the second half of 2016 that it will collectively drive the partial
and then often complete electrification of the powertrain over the
coming years at a pace that was generally unanticipated even 12
months previously. This conclusion has decisively impacted our
business in two notable ways:
-- Forecasts of the costs of electrification solutions have
fallen rapidly, despite misgivings about what will actually be
achieved, which made our mechanical solutions appear less
attractive, especially V-Charge; and
-- CEOs at Tier 1s and OEMs have directed their engineering and
business development resources to be focussed, often exclusively,
on electrical solutions as they seek to catch-up with this shift
and/or realign their business away from a dependence on mechanical
solutions.
The impact on us has been stark. For V-Charge it meant that,
despite positive technical and performance evaluation results from
our Tier 1 and OEM partners, there were no resources available at
either OEMs or Tier 1s to work further on productionising the
technology. Whilst a number of promising conversations were entered
into on our V-Charge technology, unfortunately the Tier 1s and OEMs
concluded that it did not fit with their new priority of vehicle
electrification. And at Flybrid, a promising passenger car KERS
solution which we had developed with an OEM was stopped, despite
offering a higher CO2 saving per Euro on-cost than the competing
electric hybrid alternative, and a performance car programme on
which we were nominated in preference over a battery-based KERS was
also stopped.
Continued Low Oil Prices
Oil prices have recovered from their record low in February 2016
but have plateaued at around the $45/50 per barrel level. This
situation looks set to continue. The result is continued pressure
on energy saving solutions such as ours to either increase fuel
savings and/or reduce cost. We have been successful in doing this,
especially on our ERS product family which now costs 35% less than
anticipated two years ago but this has further delayed our product
launches.
The off-highway sector has lived through a number of difficult
years, caused in particular by low economic growth, excess capacity
and weakness in the key resources sectors of oil and mining caused
by low commodity prices. Data provided by Off-highway Research
Limited shows that the off-highway sector peaked in 2011 with
1,024,939 units being produced and declined for five consecutive
years to 2016 when 650,133 units were manufactured. The result has
been a squeeze on investment in new technologies and product
development which still continues today despite a more promising
outlook as the unwinding of excess inventory holds back increases
in production. This has slowed the pace of development at Flybrid.
Development programmes have tended to slip and so despite good
levels of interest from multiple OEMs we have not yet seen these
translated into active product launch programmes. Looking forward,
Off-highway Research Limited is forecasting global production to
recover to around 810,000 units in 2020 and we see Flybrid
benefitting from this trend which will hopefully enable OEMs in the
sector to increase their investments in new products and
technologies from the very low levels experienced over the last few
years.
Cash Constraints
As a technology development business with limited recurring
revenues, we have to live within our constrained cash resources
whilst trying to invest at a sufficiently fast rate so as not to
miss our market opportunities. The delays in progress at Flybrid
and the ultimately unsuccessful attempt to license/sell the
V-Charge technology have worsened this situation and have forced us
to slow down activities across the board to conserve cash. As noted
elsewhere, we have taken the decision to focus on delivering
shareholder value from KERS which is addressing the off and
on-highway markets in which mechanical solutions remain attractive,
and we will continue to work to unlock value from the Company's
IVT/CVT portfolio and V-Charge. The Board remains determined to
realise the value from our extensive IP portfolio and attractive
commercial opportunities.
Progress and Outlook for Flybrid
The Flybrid business has made significant progress during the
last year. The business has developed a clear, product driven
strategy for the off-highway market and this has been well received
by prospective customers. The origin of the product is the unit
developed with Advanced Propulsion Centre (APC) funding and with
JCB as our OEM partner over the last 4 years (the APC programme was
completed in April 2017). The product line now comprises a family
of modular Energy Recovery and Storage (ERS) units which share
common parts. The units can be integrated into a machine using
standard off-the-shelf hydraulic pumps or electric motors. The
result is a low cost and flexible solution that can be used across
a very broad range of machine types, from wheeled loaders to
excavators and in machine sizes ranging from fork lift trucks to
open cast mining equipment. There is growing market interest in
these products, with at least one potential new customer expected
to start their hardware evaluation by the end of 2017 and we are
currently manufacturing demonstration units of the production ready
designs for the product.
Flybrid has also been developing key customer relationships,
notably with three major externally funded programmes in hand:
-- The Energy Technologies Institute (ETI) programme to
demonstrate a transmission integrated KERS unit on an off-highway
truck with the OEM programme partner and with the intention of
being equally applicable to on-highway trucks;
-- The new APC funding programme with Caterpillar Inc., to
develop a transmission integrated flywheel for off-highway machines
and construction equipment; and
-- The new EU Horizon 2020 funded programme with Valeo and Volvo
Cars to demonstrate an electro-mechanically integrated KERS unit
for passenger cars.
We have therefore seen two significant developments with regards
to Flybrid's strategy:
-- Flybrid can become a product-based manufacturing business (in
collaboration with Tier 2 manufacturing partners); and
-- With its highly simplified products and lower expected
volumes in off-highway (compared to previous on-highway targets),
Flybrid does not necessarily require a major Tier 1 licensee as a
partner to enter its target markets.
Consequently, Flybrid has the potential to be developed into a
business supplying products (in collaboration with manufacturing
partners) and hence reduce the reliance on licensing as the route
to market, which the experience of the last 20 years has shown to
be very difficult. However, Flybrid will require significant
further investment to realise this strategy and we are actively
searching for partners who can provide this as well as reviewing
alternative solutions from licensing/sale of the IP and assets.
Torotrak IVT/CVT
In 2015 we decided to focus all IVT/CVT related engineering
resources on the V-Charge pressure charging technology and we
successfully delivered this technology as ready for licensing in
summer 2016, at which point we launched a formal licensing/sale
process. The process involved the presentation of the system to 15
OEMs and Tier 1 engine boosting product manufacturers, a
significant number of whom conducted detailed technical and
commercial evaluations. We announced the results of these
evaluations in January 2017, which was that whilst the product
performed well and met or exceeded all the performance targets,
none of the parties wished to take it forward into production, as
they were now going to focus exclusively on electrical
alternatives, in line with their new focus on vehicle
electrification. Most of those who did not evaluate the product
also cited their reason as being that they intended to focus on
electrical solutions.
As a result of the move towards investment into electric
solutions by the automotive industry which impacted our ability to
deliver value from V-Charge, together with the slow progress being
made by our licensee base towards launching IVT/CVT transmissions,
mainly due to the low oil prices and weak off-highway market
conditions, we concluded that we must cease all further investment
in this technology area. Accordingly, we announced in January 2017
our plan to close the Leyland site and the subsequent redundancy of
all staff employed at the site. Since that date we have been
implementing the closure plan, in a manner to maximise the value we
could realise for the assets, whilst minimising any further
expenditure. We are on track to complete the closure of the site by
the end of 2017 and we expect that the sale/licensing of the assets
and IP will be used to offset the full closure costs arising from
redundancies and the termination of the lease on the building. The
actions we have taken or have in hand include:
-- 40 employees have left the business by July 2017 and a
further 3 are under notice of redundancy and will leave at the
start of September;
-- We have nearly concluded final licensing arrangements with our licensees;
-- We are expecting to sell the patent base and assets in the remainder of the year; and
-- We expect to see the site closed by the end of 2017.
Executive management and Board
We are also in the process of simplifying and shrinking the
executive management team to align it with the new strategy. Its
size will be reduced by the date of the Annual General Meeting from
five full-time members to a full-time Managing Director for Flybrid
reporting to me as Group CEO and supported by Rex Vevers as Group
CFO. I am very pleased to announce that Steve Hughes has accepted
the role of Managing Director of Flybrid. Steve joined Torotrak
three years' ago and has since then been leading the development of
Flybrid product-line and customer relationships in the off-highway
sector. Steve joined us from JCB where he was Engineering Director
of the Transmissions Division.
Financial
For the current financial year, revenue was GBP1.5m (2016:
GBP1.2m). Gross profit for the year rose significantly to GBP0.8m
from GBP0.1m in the previous year, reflecting the increase in
customer-funded development programmes, particularly linked to the
opportunities for the Flybrid technology in the off-highway
market.
The net cash operating costs for the year were GBP6.7m,
representing an increase of 6% over the previous financial year.
After adjusting for the additional costs incurred in the year
involved in marketing and trying to sell V-Charge, the underlying
net cash operating costs were in line with the previous year,
retaining the 20% year-on-year reduction achieved last financial
year. Total operating costs (including non-cash costs such as
depreciation, but excluding intangible asset amortisation
(know-how) and exceptional items) increased from GBP7.5m to
GBP8.1m.
The adjusted operating loss before intangible asset amortisation
(know-how) and exceptional items for the current financial year was
GBP7.3m (2016: GBP7.4m). The reduction reflects the increase in
gross profit partly offset by the increase in net operating costs.
After deducting non-cash intangible asset amortisation (know-how)
costs of GBP0.8m (2016: GBP0.8m) and exceptional costs of GBP13.5m
(2016: GBP6.1m), of which GBP12.5m (2016: GBP5.4m) was non-cash,
the operating loss for the year was GBP21.5m (2016: GBP14.3m).
In accordance with Internal Financial Reporting Standards
('IFRS') the Group is required to assess the in-use carrying value
of the intangible assets (know-how) and goodwill on an annual basis
(see notes 6 and 7 for further details). Due to the uncertainty
relating to the Group's ongoing funding position, under IFRS the
Board has been required to recognise a non-cash impairment charge
of GBP11.4m (2016: GBPnil) to write down to nil the in-use carrying
value of the intangible assets (know-how) and goodwill. This
impairment charge reflects the uncertainty of the Group obtaining
the necessary funding to enable it to continue to operate these
assets over the long term. Impairing the value of the assets
reflects the current funding uncertainty and does not reflect the
Board's assessment of the value of the technology which has a wide
range of potential values depending on the success (or otherwise)
of the different value realisation options being pursued. The other
elements of the exceptional charge include a GBP1.1m (2016: GBPnil)
non-cash cost of writing down the value of the IVT/CVT related
assets to their estimated realisable value; GBP0.9m (2016: GBP0.5m)
being the estimated cash costs of restructuring the business
including terminating the Leyland lease obligations and making all
the staff redundant. In the previous financial year, the
exceptional charge also included a GBP5.0m non-cash cost to
restructure the Flybrid acquisition agreement and a GBP0.4m
non-cash provision against the permanent diminution in the long
term value of the investment in Rotrex A/S.
Net finance cost was GBP0.2m (2016: GBP0.1m) reflecting a full
year's interest charge on the five year term loan. The income tax
credit of GBP1.9m (2016: GBP0.8m) includes a research and
development cash tax credit of GBP0.1m (2016: GBP0.5m) and a
non-cash deferred tax credit of GBP1.8m (2016: GBP0.3m)
representing the tax effect of the intangible asset (know-how) and
goodwill impairment charge. The loss for the year attributable to
shareholders was GBP19.7m (2016: GBP13.5m), the increase being
largely due to the one-off non-cash impairment charge.
Net cash used in operating activities during the year fell by
GBP1.6m to GBP5.3m. The decrease was principally due to the receipt
of a GBP0.4m tax credit that was delayed from March 2016 into the
current financial year and a GBP0.8m favourable movement in working
capital. Net cash used in investing activities was in line with the
previous year at GBP0.6m. Net cash used in financing activities was
GBP0.3m, being interest payments on the five year term loan and
repayments on the outstanding equipment lease liabilities, compared
to a net cash inflow in the previous year of GBP11.3m (being the
proceeds from the issue of equity net of repayment of the vendor
loan notes).
The closing cash balance was GBP5.1 million (2016: GBP11.3
million). The outstanding balance on the five year term loan was
GBP1.8 million (2016: GBP1.8 million).
Outlook for the Group
We are planning to implement major changes in the Group to make
its size and cost base appropriate to the revised focus of the
business. These actions include:
-- Completing the process to realise cash from the IVT/CVT
technology and pursuing opportunities to realise value from the
other IP and assets within the Group;
-- Pursuing options to fund the development and realise value from Flybrid;
-- Reducing the size of the Board to 2 non-executive directors and 2 executives; and
-- Completing the closure of the Leyland site by the end of 2017.
Our Staff
I would like to thank all of our staff for their hard work and
passion during the last year and for the professionalism they have
shown in adversity. To all the former staff at Leyland, I wish them
all well in the new paths they are either already taking or will
start upon in the near future. To the staff at Flybrid, I
congratulate them on their successes and look forward to our
continuing journey together. And I thank the members of the
Torotrak plc Board for their leadership and guidance through the
last twelve months and in particular I thank those who will be
leaving the Board for their service to the company.
Adam Robson
Chief Executive Officer
27 July 2017
Financial Statements 2017
Consolidated Income Statement
Group Group
For the year ended 31 March 2017 2016
Notes GBP000 GBP000
---------------------------------- ------ --------- ---------
Revenue 5 1,456 1,231
Direct costs 5 (645) (1,133)
---------------------------------- ------ --------- ---------
Gross profit 811 98
Operating loss 5 (21,490) (14,255)
Operating loss before intangible
asset amortisation (know-how)
and exceptional items (7,263) (7,433)
Intangible asset amortisation
(know-how) 7 (767) (767)
Exceptional items 6 (13,460) (6,055)
---------------------------------- ------ --------- ---------
Operating loss (21,490) (14,255)
---------------------------------- ------ --------- ---------
Net finance costs (164) (55)
Loss before tax (21,654) (14,310)
Income tax credit 9 1,944 812
---------------------------------- ------ --------- ---------
Loss for the year attributable
to the owners of the Parent
Company (19,710) (13,498)
---------------------------------- ------ --------- ---------
Basic and diluted loss per share
(pence) 14 (3.63) (2.93)
---------------------------------- ------ --------- ---------
There is no other comprehensive income in the current or prior
year and therefore no separate Statement of Other Comprehensive
Income is required (2016: GBPnil).
Balance Sheet
Group Group
2017 2016
As at 31 March Notes GBP000 GBP000
------------------------------- ------ --------- ---------
Assets
Non-current assets
Intangible assets 7 1,887 14,576
Property, plant and equipment 8 832 1,379
Investments 3 3
Total non-current assets 2,722 15,958
------------------------------- ------ --------- ---------
Current assets
Inventories 56 221
Trade and other receivables 11 709 964
Tax receivable 129 779
Cash and cash equivalents 5,121 11,305
------------------------------- ------ --------- ---------
Total current assets 6,015 13,269
------------------------------- ------ --------- ---------
Total assets 8,737 29,227
------------------------------- ------ --------- ---------
Liabilities
Non-current liabilities
Finance lease obligations 12 (74) (190)
Deferred tax 10 - (1,809)
Borrowings 12 (1,811) (1,811)
------------------------------- ------ --------- ---------
Total non-current liabilities (1,885) (3,810)
Current liabilities
Finance lease obligations 12 (116) (122)
Trade and other payables 12 (2,429) (1,993)
Total current liabilities (2,545) (2,155)
------------------------------- ------ --------- ---------
Total liabilities (4,430) (5,925)
------------------------------- ------ --------- ---------
Net assets 4,307 23,302
------------------------------- ------ --------- ---------
Capital and reserves
Issued share capital 13 30,355 30,319
Share premium 23,851 23,851
Other reserves (226) (194)
Accumulated loss (49,673) (30,674)
------------------------------- ------ --------- ---------
Total equity attributable
to equity holders of the
Parent Company 4,307 23,302
------------------------------- ------ --------- ---------
Statements of Changes in Equity
Group
Group and Group
and Parent and
Parent Company Parent
Company share Company Group
share premium other accumulated Total
capital account reserves loss equity
GBP000 GBP000 GBP000 GBP000 GBP000
--------------------------- --------- --------- ---------- ------------- ---------
Balance at 1 April
2015 27,629 9,140 (244) (17,541) 18,984
---------
Loss for the period - - - (13,498) (13,498)
--------------------------- --------- --------- ---------- ------------- ---------
Total comprehensive
expense - - - (13,498) (13,498)
---------
Transfer of shares
under share incentive
plan - - 50 (19) 31
Issue of shares
to Allison Transmissions
Inc. 174 1,046 - - 1,220
Issue of shares
to vendors of Flybrid
Automotive Limited 714 4,286 - - 5,000
Issue of shares
as a result of
the Placing and
Open Offer and
Firm Placing (net
of costs) 1,802 9,379 - - 11,181
Share-based payment
charge - - - 384 384
---------
Total transactions
with owners 2,690 14,711 50 365 17,816
--------------------------- --------- --------- ---------- ------------- ---------
Balance at 31 March
2016 30,319 23,851 (194) (30,674) 23,302
------------- ---------
Loss for the period - - - (19,710) (19,710)
--------------------------- --------- --------- ---------- ------------- ---------
Total comprehensive
expense - - - (19,710) (19,710)
---------
Transfer of shares
under share incentive
plan - - 4 - 4
Share-based payment
charge - - - 711 711
Issue of shares
under share incentive
plan 36 - (36) - -
------------- ---------
Total transactions
with owners 36 - (32) 711 715
--------------------------- --------- --------- ---------- ------------- ---------
Balance at 31 March
2017 30,355 23,851 (226) (49,673) 4,307
--------------------------- --------- --------- ---------- ------------- ---------
Statements of Cash Flows
Group Group
2017 2016
For the year ended 31 March Notes GBP000 GBP000
-------------------------------------- ------ --------- ---------
Cash flows from operating activities
Loss for the year (19,710) (13,498)
-------------------------------------- ------ --------- ---------
Adjustments for:
Depreciation 8 416 562
Amortisation 7 969 950
Non-cash exceptional cost in
relation to the restructure
of the Flybrid acquisition
agreement 6 - 5,000
Impairment of investment in
Rotrex A/S 6 - 270
Creation of provision against
Rotrex A/S loan 6 - 147
Impairment of assets 6 12,512 -
Net finance costs 164 55
Loss on disposal of plant and
equipment - 1
Loss on disposal of patents - 70
Taxation 9 (1,944) (812)
Decrease in inventories 54 162
Decrease in trade and other
receivables 257 52
Increase/(decrease) in trade
and other payables 492 (446)
Charge for equity-settled employee
share schemes and bonuses 711 384
-------------------------------------- ------ --------- ---------
Cash used in operations (6,079) (7,103)
Tax received 785 156
-------------------------------------- ------ --------- ---------
Net cash used in operating
activities (5,294) (6,947)
-------------------------------------- ------ --------- ---------
Cash flows from investing activities
Acquisition of property, plant
and equipment (354) (184)
Acquisition of intangible assets
(patents) (252) (450)
Net cash used in investing
activities (606) (634)
-------------------------------------- ------ --------- ---------
Cash flows from financing activities
Proceeds from the issue of
share capital (net of costs) - 12,432
Net finance costs (162) (45)
Repayment of borrowings 12 - (1,000)
Net hire purchase finance (122) (117)
Net cash (used)/generated in
financing activities (284) 11,270
-------------------------------------- ------ --------- ---------
Net (decrease)/increase in
cash and cash equivalents (6,184) 3,689
Cash and cash equivalents at
start of year 11,305 7,616
Cash and cash equivalents at
end of year 5,121 11,305
-------------------------------------- ------ --------- ---------
Notes to the Financial Statements
1. General information
Torotrak plc (the "Company" or "Parent Company") is a publicly
traded company incorporated and domiciled in the UK. The address of
its registered office is 1 Aston Way, Leyland, Lancashire PR26 7UX.
The Company is listed on the main market of the London Stock
Exchange.
The Annual Report and Financial Statements for the year ended 31
March 2016 have been delivered to the Registrar of Companies and
are available on Torotrak's website www.torotrak.com and the Annual
Report and Financial Statements for the year ended 31 March 2017
will be posted to Shareholders and made available on Torotrak's
website in July 2017.
2. Basis of preparation
This announcement was approved by the Board of Directors on 26
July 2017. The financial information in this announcement does not
constitute the Group's statutory accounts for the years ended 31
March 2017 or 31 March 2016 but it is derived from those accounts.
Statutory accounts for the year ended 31 March 2016 have been
delivered to the Registrar of Companies, and those for 31 March
2017 will be delivered after the Annual General Meeting. The
Auditors have reported on the accounts for the year ended 31 March
2016; their report was unqualified, did not include a reference to
any matters to which the auditors drew attention by way of emphasis
without qualifying their report and did not contain a statement
under section 498(2) or (3) of the Companies Act 2006.
The consolidated Financial Statements from which these results
are extracted have been prepared under the historical cost
convention in accordance with IFRS (International Financial
Reporting Standards), as adopted by the EU, IFRS IC interpretations
and those parts of the Companies Act 2006 applicable to companies
reporting under IFRS. The standards used are those published by the
International Accounting Standards Board (IASB) and endorsed by the
EU and effective at the time of preparing these financial
statements (July 2017).
The consolidated Financial Statements from which these results
are extracted have been prepared on a going concern basis, as the
Directors have considered the trading and cash flow forecasts for
the Group for a period of at least 12 months from the date of
approval of this report and after taking into account the
anticipated proceeds from asset sales / licences have concluded
that the Group would have sufficient resources to remain in
operation for a period of at least twelve months from the date that
the Financial Statements were approved.
The ability of the Group to realise funds from the sale of
property, plant and equipment, and the sale/licensing of intangible
assets and intellectual property, is outside the full control of
the Group and, as a result, the Directors cannot be certain that it
will be successfully completed within the next twelve months. If
the sale of property, plant and equipment, and the sale/licensing
of intangible assets and intellectual property, is unsuccessful or
is significantly delayed, the Group would have a very limited
period of time in which to take remedial action to address its cash
flow and solvency requirements. The Directors would need to
significantly reduce discretionary spend and would immediately
endeavour to conserve cash and seek to raise further funds, if
possible. In addition, the Directors would have to consider whether
they could find a purchaser for the Group as a whole, or any of the
individual entities therein, within the limited timeframe
available. Accordingly a material uncertainty exists which may cast
significant doubt about the Group's ability to continue as a going
concern.
The Auditors' Report on the statutory financial statements for
the year ended 31 March 2017 will contain reference to the
significant uncertainty disclosed above
3. Accounting policies
The accounting policies adopted in the preparation of this
financial information are consistent with those adopted for the
year ended 31 March 2016, as included in the published financial
statements, other than in relation to new and amended standards, as
set out below, which have been adopted for the first time in the
year:
(a) New and amended standards adopted by the Group.
The following standards have been adopted by the Group for the
first time for the financial year beginning on 1 April 2016:
-- Annual improvements 2014 (effective for annual periods
beginning on or after 1 January 2016)
-- Amendment to IFRS 11, 'Joint arrangements' on acquisition of
an interest in a joint operation', (effective for annual periods
beginning on or after 1 January 2016)
-- Amendments to IAS 16, 'Property, plant and equipment' and IAS
41, 'Agriculture' on bearer plants (effective for annual periods
beginning on or after 1 January 2016)
-- Amendment to IAS 16 , 'Property, plant and equipment' and IAS
38,'Intangible assets', on depreciation and amortisation (effective
for annual periods beginning on or after 1 January 2016)
-- Amendments to IAS 27, 'Separate financial statements' on
equity accounting (effective for annual periods beginning on or
after 1 January 2016)
-- Amendments to IFRS 10, 'Consolidated financial statements'
and IAS 28, 'Investments in associates and joint ventures' on
applying the consolidation exemption (effective for annual periods
beginning on or after 1 January 2016)
-- Amendments to IAS 1, 'Presentation of financial statements'
disclosure initiative (effective for annual periods beginning on or
after 1 January 2016)
(b) Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the Group.
The following new standards and amendments to standards, which
have been issued but are not yet effective, and have not been early
adopted by the Group:
-- Amendments to IAS 7, Statement of cash flows on disclosure
initiative (effective for annual periods beginning on or after 1
January 2017)
-- Amendments to IAS 12, 'Income taxes on Recognition of
deferred tax assets for unrealised losses (effective for annual
periods beginning on or after 1 January 2017)
-- Amendments to IFRS 2, 'Share based payments', on clarifying
how to account for certain types of share-based payment
transactions (effective for annual periods beginning on or after 1
January 2018)
-- IFRS 9, 'Financial Instruments' (effective for annual periods
beginning on or after 1 January 2018)
-- IFRS 15, 'Revenue from contracts with customers' (effective
for annual periods beginning on or after 1 January 2018)
-- Amendments to IFRS 15, 'Revenue from contracts with
customers' (effective for annual periods beginning on or after 1
January 2018)
-- IFRS 16, 'Leases' IFRS 15, 'Revenue from contracts with
customers' (effective for annual periods beginning on or after 1
January 2019)
-- Amendments to IFRS 4, 'Insurance contracts' regarding the
implementation of IFRS 9, 'Financial instruments' (effective for
annual periods beginning on or after 1 January 2018)
-- Amendment to IAS 40, 'Investment property', relating to
transfers of investment property (effective for annual periods
beginning on or after 1 January 2018)
-- Annual improvements 2014-2016 (effective for annual periods
beginning on or after 1 January 2018)
-- IFRIC 22, 'Foreign currency transactions and advance
consideration' (effective for annual periods beginning on or after
1 January 2018)
The Group is currently assessing the impact these new standards
and amendments to existing standards may have on the Group
Financial Statements. The amendment to IFRS 15, 'Revenue from
contracts with customers', may impact the timing of revenue
recognition however due to the varying nature of the activities it
is not possible to determine the impact going forward.
4. Statement of Directors' Responsibilities
Each of the Directors confirms that, to the best of their
knowledge:
-- the Financial Statements within the full Annual Report and
Accounts from which the financial information within this Final
Results announcement has been extracted, have been prepared in
accordance with IFRSs as adopted by the EU, give a true and fair
view of the assets, liabilities, financial position and profit of
the Company and the undertakings included in the consolidation
taken as a whole; and
-- the Strategic Report, which includes the Strategic Review,
the Chairman's Letter, the CEO's Review, and the Principal Risks
and Uncertainties include a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that it faces.
5. Segmental reporting
Year ended 31 March 2017
Income
from Development
Engineering licence activities
services agreements (i) Total
GBP000 GBP000 GBP000 GBP000
------------------------------- -------------- ------------ -------------- ---------
Revenue (by technology)
IVT 292 - - 292
KERS 1,100 - - 1,100
V-Charge and other 64 - - 64
1,456 - - 1,456
Direct costs (645) - - (645)
------------------------------- -------------- ------------ -------------- ---------
Gross profit 811 - - 811
Other operating costs - - (4,834) (4,834)
------------------------------- -------------- ------------ -------------- ---------
Segmental profit/(loss) 811 - (4,834) (4,023)
Other operating costs
not allocated to segments
before intangible asset
amortisation (know-how)
and exceptional items (3,240)
Intangible asset amortisation
(know-how) (767)
Exceptional items (13,460)
------------------------------- -------------- ------------ -------------- ---------
Operating loss (21,490)
------------------------------- -------------- ------------ -------------- ---------
Note:
(i) Development activities include research and the creation of
intellectual property. Some technology information has been
combined where the values are deemed immaterial.
(ii) There were no transactions between segments.
Year ended 31 March 2016
Income
from Development
Engineering licence activities
services agreements (i) Total
GBP000 GBP000 GBP000 GBP000
------------------------------- -------------- ------------ -------------- ---------
Revenue (by technology)
IVT 79 100 - 179
KERS 982 - - 982
V-Charge and other 70 - - 70
1,131 100 - 1,231
Direct costs (1,131) (2) - (1,133)
------------------------------- -------------- ------------ -------------- ---------
Gross profit - 98 - 98
Other operating costs - - (4,675) (4,675)
------------------------------- -------------- ------------ -------------- ---------
Segmental profit/(loss) - 98 (4,675) (4,577)
Other operating costs
not allocated to segments
before intangible asset
amortisation (know-how)
and exceptional items (2,856)
Intangible asset amortisation
(know-how) (767)
Exceptional items (6,055)
------------------------------- -------------- ------------ -------------- ---------
Operating loss (14,255)
------------------------------- -------------- ------------ -------------- ---------
Note:
(i) Development activities include research and the creation of
intellectual property. Some technology information has been
combined where the values are deemed immaterial.
(ii) There were no transactions between segments.
Significant customers
The following revenues are attributable to significant
customers:
Group Group
2017 2016
GBP000 GBP000
-------------------------- -------- --------
Undisclosed customer (i) - 100
Undisclosed customer - 613
Undisclosed customer 866 130
Undisclosed customer - 150
Undisclosed customer 270 -
-------------------------- -------- --------
Note: (i) The revenue from this undisclosed customer has been
generated from licence fees.
The revenue from the remaining significant customers has been
generated from engineering services.
The chief operating decision maker does not review measures of
assets, liabilities, depreciation or amortisation at an operating
segment level and therefore no disclosures have been presented. The
results, assets and liabilities of all segments arise in the
Group's country of domicile, being the United Kingdom.
6. Exceptional items
Group Group
2017 2016
GBP000 GBP000
-------------------------------------------- -------- --------
Provision for impairment - Intangible 12,036 -
assets
Provision for impairment - Property, 365 -
plant and equipment
Impairment provision - Inventories 111 -
Restructuring provision - severance
related 227 530
Provision for lease obligations 692 -
Share issue in relation to the restructure
of the Flybrid acquisition agreement - 5,000
Impairment of investment in Rotrex
A/S - 270
Provision against the loan to Rotrex
A/S - 147
Restructuring costs - one-off legal
and other costs 29 108
-------------------------------------------- -------- --------
Total exceptional items 13,460 6,055
-------------------------------------------- -------- --------
In January 2017 the Board announced a strategic refocus of the
Group. This resulted in the cessation of operations at the Group's
Leyland site, the suspension of further development on V-Charge and
the commencement of a process to seek buyers for the IVT/CVT
technology. The Directors have also identified a material
uncertainty over the Group's ability to continue as a going concern
and over its viability over the next two years and therefore the
ability of the Group to continue to finance the ongoing product
development and launch the products containing the technology into
the market (see note 7).
An impairment provision has been recorded against the intangible
assets, property, plant and equipment and inventories which
reflects the uncertainty that the Group can continue to finance its
operations and realise value from the continued use of these assets
by the Group. Impairment provisions are judgemental and hence will
be reviewed for their validity as circumstances change. (See also
notes 7 and 8).
The provision for lease obligations represents the estimated
costs to be incurred in order to meet the Group's obligations under
the property lease, upon vacation of the Leyland site.
On 22 July 2015 the Group received Shareholder approval to
restructure the acquisition agreement with the vendors of Flybrid
Automotive Limited and as such a one-off settlement was agreed with
the vendors by way of issuing new Ordinary Shares in the Group to
the value of GBP5 million. The vendors of Flybrid Automotive
Limited, Jon Hilton (Non-Executive Director) and Doug Cross (Chief
Technology Officer), received shares to the value of GBP3.5 million
and GBP1.5 million respectively as part of the settlement. The GBP5
million has been treated as an exceptional item.
The investment in Rotrex A/S and the loan due from Rotrex A/S
have been written down due to the uncertainty of the value of the
net assets of Rotrex A/S and also the recoverability of the
loan.
7. Intangible assets
Patents Know-how Goodwill Total
GBP000 GBP000 GBP000 GBP000
---------------------------- -------- --------- --------- -------
Cost
At 1 April 2015 3,214 11,499 2,300 17,013
Additions in year 375 - - 375
Disposals in year (36) - - (36)
At 31 March 2016 3,553 11,499 2,300 17,352
Additions in year 316 - - 316
At 31 March 2017 3,869 11,499 2,300 17,668
---------------------------- -------- --------- --------- -------
Accumulated Amortisation
At 1 April 2015 900 892 - 1,792
Charge for the year 183 767 - 950
Disposal in the year (6) - - (6)
---------------------------- -------- --------- --------- -------
At 31 March 2016 1,077 1,659 - 2,736
Charge for the year 202 767 - 969
---------------------------- -------- --------- --------- -------
At 31 March 2017 1,279 2,426 - 3,705
---------------------------- -------- --------- --------- -------
Asset impairment provision
At 1 April 2015 and 31
March 2016 40 - - 40
Creation of provision (see
note 6) 663 9,073 2,300 12,036
---------------------------- -------- --------- --------- -------
At 31 March 2017 703 9,073 2,300 12,076
Net book value
At 31 March 2017 1,887 - - 1,887
---------------------------- -------- --------- --------- -------
At 31 March 2016 2,436 9,840 2,300 14,576
---------------------------- -------- --------- --------- -------
At 1 April 2015 2,314 10,607 2,300 15,221
---------------------------- -------- --------- --------- -------
The carrying value of goodwill, patents and know-how, and any
potential impairment, is reviewed annually on a case by case basis,
having regard to the commercial classification of a patent and its
commercial applicability by market and territory. Expenditure
relating to patent cases which do not meet defined criteria, as
approved by the Board of Directors, is subsequently abandoned or
provided for; with the resulting costs being charged to the Income
Statement. Having completed the 2017 annual impairment review, the
Group has not abandoned any patents (2016: GBP30k) but has created
an additional impairment provision of GBP663k (2016: GBP40k) for
patents to be abandoned once Board approval has been obtained and
to recognise the change in market conditions and opportunities for
its V-Charge, IVT and CVT technologies and the impact this has had
on the carrying value of its patent portfolio. This additional
provision has been treated as an exceptional item in these
Financial Statements.
The Directors have considered the carrying value of the Group's
remaining patent assets related to the Group's IVT / CVT and
V-charge technologies and believe their value to be supported by
offers and letters of interest received from parties interested in
acquiring the assets from the Group.
Following the restructure of the Flybrid acquisition agreement
at the General Meeting held on 22 July 2015 the vendors of Flybrid
Automotive Limited were granted a charge over all patents,
know-how, trademarks and other intangible assets owned by Flybrid
Automotive Limited, or in which it may have an interest, in
relation to a GBP1.8 million loan due to the vendors.
Impairment review - Goodwill and know-how
While the Group's know-how assets related to the Flybrid
business are amortised annually, given the uncertainty relating to
the Group's ongoing funding position the in-use carrying value of
the know-how and goodwill assets have been subject to an impairment
review. All goodwill and know-how have been allocated to the
Flybrid cash generating unit ('CGU').
The recoverable amount of CGUs is assessed based on the value in
use. In prior years, the recoverable amount of goodwill and
know-how has been supported by the Directors' value-in-use
calculations, which are based on the Group's business plan and
ability to continue to finance the development of the technology
and to generate licence, product sale and engineering service
revenues from these assets over a forecast period of seven
years.
In preparing the financial statements the Directors have
identified a material uncertainty over the Group's ability to
continue as a going concern and over its viability over the next
two years and therefore the ability of the Group to finance the
ongoing product development and launch the products containing the
Group's technology into the market. Accordingly, due to the
material uncertainty of the funding position of the Group, the
Directors have decided to reduce the in-use carrying value of these
assets to nil for the year ended 31 March 2017.
Although the Directors believe that the Group's Flybrid assets,
including know-how have significant underlying value, and would
expect to realise this value in the future, the uncertainty of the
amount and timing of the future cashflows is such that the current
value in use is uncertain and hence have been impaired in full with
the charge taken to exceptional costs (see note 6).
In future periods, where the Directors have greater certainty
over the viability of the Group the impairment of know-how may be
reversed. However, the impairment of goodwill cannot be reversed in
line with IFRS.
The impairment charge recognised is non-cash and has been
treated as an exceptional item in these financial statements given
the nature and magnitude of the charge.
8. Property, plant and equipment
Group
Note (i) Group office Group plant, Group
Leasehold manufacturing furniture machinery computer Group test
improvements equipment and fittings and equipment equipment vehicles Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
Cost
At 1 April
2015 1,298 632 167 4,084 1,761 91 8,033
Additions in
year 1 - 1 207 16 19 244
Disposals in
year - - - - (1) - (1)
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
At 31 March
2016 1,299 632 168 4,291 1,776 110 8,276
Additions in
year 44 - - 173 17 - 234
Disposals in
year - - - (417) (7) - (424)
At 31 March
2017 1,343 632 168 4,047 1,786 110 8,086
Depreciation
At 1 April
2015 945 99 144 3,565 1,491 91 6,335
Charge in year 78 119 11 177 177 - 562
At 31 March
2016 1,023 218 155 3,742 1,668 91 6,897
Charge in year 42 63 5 198 98 10 416
Disposals - - - (417) (7) - (424)
At 31 March
2017 1,065 281 160 3,523 1,759 101 6,889
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
Impairment
Provision
At 1 April
2015 and 31
March 2016 - - - - - - -
Creation of
provision 252 - - 113 - - 365
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
At 31 March
2017 252 - - 113 - - 365
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
Net book value
At 31 March
2017 26 351 8 411 27 9 832
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
At 31 March
2016 276 414 13 549 108 19 1,379
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
At 1 April
2015 353 533 23 519 270 - 1,698
--------------- -------------- -------------- -------------- -------------- ------------ ------------- --------
Note: (i) In January 2017, the Board announced a strategic
refocus of the Group resulting in the cessation of operations at
the Group's Leyland site. Accordingly, an impairment provision has
been created against the leasehold improvements carried out at that
site to write down these assets to their estimated net realisable
value (see note 6).
9. Income tax credit
Group Group
31 March 31 March
2017 2016
GBP000 GBP000
-------------------------- ---------- ----------
UK Corporation Tax
Current tax for the year 129 393
Prior year adjustment (5) 107
Deferred tax 1,820 312
-------------------------- ---------- ----------
Total tax credit 1,944 812
-------------------------- ---------- ----------
10. Deferred tax
Group Group
31 March 31 March
2017 2016
GBP000 GBP000
------------------------ ----------- ----------
Deferred tax liability - 1,809
------------------------ ----------- ----------
In the financial year ended 31 March 2016 the deferred tax
liability relates solely to the intangible asset recognised on the
acquisition of Flybrid Automotive Limited at the prevailing tax
rate. The deferred tax liability has been released to reflect the
reduction in the carrying value of the intangible asset (see note
7) in the financial year ended 31 March 2017.
Deferred tax assets have not been recognised relating to tax
losses or unclaimed capital allowances as uncertainty remains over
the sufficiency of future taxable profits against which the losses
could be utilised. The Group also has unrecognised deferred tax
assets relating to potential future deductions on the exercise of
share options issued to Group employees.
11. Trade and other receivables
Group Group
31 March 31 March
2017 2016
GBP000 GBP000
-------------------------- ---------- ----------
Non-current assets
Loan to Rotrex A/S - -
-------------------------- ---------- ----------
Total non-current assets - -
Current assets
Net trade receivables 35 66
Accrued income 164 269
Other receivables 48 98
Prepayments 462 531
-------------------------- ---------- ----------
Total current assets 709 964
-------------------------- ---------- ----------
The Group net trade receivables includes a provision for
impairment of GBP51k in relation to a potentially unrecoverable
debt as at 31 March 2017 (2016: GBP51k) in accordance with the
Group's accounting policy. No other trade receivables were overdue
at 31 March 2017 (2016: GBPnil). No trade receivables were written
off in the year.
The other classes of trade and other receivables do not contain
impaired assets.
All trade and other receivables are denominated in UK pounds
(2016: All UK Pounds).
The fair value of trade and other receivables has been
considered to be consistent with the book value due to the
short-term nature of trade and other receivables.
12. Trade and other payables
Group Group
31 March 31 March
2017 2016
GBP000 GBP000
------------------------------- ----------- -----------
Non-current liabilities
Finance lease obligations 74 190
Borrowings 1,811 1,811
Deferred tax - 1,809
------------------------------- ----------- -----------
Total non-current liabilities 1,885 3,810
------------------------------- ----------- -----------
Current liabilities
Trade payables 383 862
Accrued pension contributions 11 36
Accruals 1,855 618
Social security 123 119
Finance lease obligations 116 122
Deferred income 57 358
Total current liabilities 2,545 2,115
------------------------------- ----------- -----------
At a General Meeting held on 22 July 2015, the Shareholders
approved the restructure of the Flybrid acquisition agreement. As
part of the restructure, GBP1.8 million of the GBP2.8 million
vendor loan notes, arising from the initial consideration for the
acquisition in January 2014, have been converted into a 5 year term
loan. The loan is secured on the tangible and intangible assets of
Flybrid Automotive Limited, which can be repaid by the Company at
any time during the five years. The loan carries a fixed annual
interest rate of 7 per cent., payable in cash, monthly in arrears
(the previous vendor loan notes did not attract any interest). The
remaining GBP1.0 million of the GBP2.8 million loan notes was paid
in cash on 23 July 2015.
Assuming the loan to the Flybrid vendors runs its full duration
to July 2020, the future undiscounted cashflows, at 7 per cent.,
will be GBP2,217,000.
13. Issued share capital
31 March 31 March
2017 2016
Number GBP000 Number GBP000
-------------------------- -------------- ----------- -------------- ---------
Allotted and fully
paid (i)
Ordinary Shares of
1 pence each 548,909,251 5,489 545,357,557 5,453
Deferred Shares of
9 pence each 276,286,047 24,866 276,286,047 24,866
-------------------------- -------------- ----------- -------------- ---------
Total Share Capital 30,355 30,319
-------------------------- -------------- ----------- -------------- ---------
31 March 31 March
2017 2016
Number GBP000 Number GBP000
-------------------------- -------------- ----------- -------------- ---------
Ordinary Shares of
1 pence each
At beginning of year 545,357,557 5,453 276,286,047 2,763
Shares issued under
the SIP scheme 3,551,694 36 - -
Shares issued to Allison
Transmissions Inc. - - 17,436,311 174
Shares issued as a
result of the Open
Offer and Firm Placing - - 180,206,628 1,802
Shares issued to vendors
of Flybrid Automotive
Limited - - 71,428,571 714
Ordinary Shares at
end of year 548,909,251 5,489 545,357,557 5,453
-------------------------- -------------- ----------- -------------- ---------
Deferred Shares at
end of year 276,286,047 24,866 276,286,047 24,866
-------------------------- -------------- ----------- -------------- ---------
Total Share Capital 30,355 30,319
-------------------------- -------------- ----------- -------------- ---------
Note:
(i) The Company received Shareholder approval to reorganise the
share capital, reducing the nominal value of the Ordinary Shares by
sub-dividing and converting the 276,286,047 Ordinary Shares of 10
pence each, existing on 30 June 2015, into 276,286,047 Ordinary
Shares of 1 pence each and 276,286,047 Deferred Shares of 9 pence
each.
Following the General meeting held on 22 July 2015 the Company
issued 197,642,939 of new Ordinary Shares under a Subscription,
Firm Placing, Placing and Open Offer and 71,428,571 of new Ordinary
Shares as a result of the restructure of the Flybrid acquisition
agreement.
14. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Parent Company for the year
by the weighted average number of Ordinary Shares in issue during
the year, excluding those held in trust. For diluted loss per
share, the weighted average number of Ordinary Shares in issue is
adjusted to assume the issue of all potentially dilutive Ordinary
Shares, being those share options with non market-based performance
conditions granted to employees where the exercise price is less
than the average market price of the Ordinary Shares during the
year, and those shares with a market-based performance condition
based on the current estimate of the number of shares that will
vest under the performance criteria.
For the year ended 31 March 2017 potentially dilutive Ordinary
Shares were antidilutive, as their inclusion in the diluted loss
per share calculation would have reduced the loss per share, and
hence have been excluded.
Basic Diluted Basic Diluted
loss loss loss loss
per per per per
Loss share share Loss share share
2017 2017 2017 2016 2016 2016
GBP000 pence pence GBP000 pence pence
------------------- --------- -------- ---------- --------- -------- ------------
Loss attributable
to owners of the
Parent Company (19,710) (3.63) (3.63) (13,498) (2.93) (2.93)
------------------- --------- -------- ---------- --------- -------- ------------
31 March 31 March
2017 2016
Number Number
---------------------------------------------------- ------------------- --------------
Weighted average number of
shares 543,442,609 460,608,146
Dilutive effect of share options 82,305,295 40,085,938
---------------------------------------------------- ------------------- --------------
Diluted weighted average number
of shares 625,747,904 500,694,084
---------------------------------------------------- ------------------- --------------
15. Forward looking statements
Certain statements in this Preliminary Announcement are
forward-looking. The terms 'expect', 'should be', 'will be' and
similar expressions identify forward looking statements. Although
the Board believes that the expectations reflected in these forward
looking statements are reasonable, such statements are subject to a
number risks and uncertainties and actual results and events could
differ materially from those expressed or implied by these forward
looking statements.
16. Principal risks and uncertainties
The principal risks and uncertainties which the business faces
are: maintaining sufficient cash to meet the ongoing working
capital requirements, commercialisation of products and technology,
creation or acquisition of technical solutions and intellectual
property protection, competition and technical advances, senior
management and skilled personnel, quality of supply, product
liability claims, economic drivers and environmental legislation. A
full description of these risks and the mitigating actions taken by
the Group will appear in the 2017 Annual Report and Accounts.
17. Approval
The Preliminary Announcement was approved by the Board of
Directors on 26 July 2017.
Date of AGM
The Annual General Meeting of the Company will be held on 29
September 2017.
For more information, please visit www.torotrak.com or
contact:
Torotrak plc
Adam Robson, Chief Executive / Rex Vevers, Finance
Director
Tel: +44 1772 900931
Cantor Fitzgerald Europe (Financial Adviser &
Broker)
Marc Milmo / Will Goode
Tel: +44 20 7894 7000
Tavistock (Financial PR)
Simon Hudson / Lulu Bridges / James CollinTel:
+44 20 7920 3150
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR LQLLLDDFBBBK
(END) Dow Jones Newswires
July 27, 2017 02:03 ET (06:03 GMT)
Torotrak (LSE:TRK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Torotrak (LSE:TRK)
Historical Stock Chart
From Nov 2023 to Nov 2024
