TIDMSCE

RNS Number : 5787Q

Surface Transforms PLC

22 June 2020

Surface Transforms plc

("Surface Transforms" or the "Company)

Preliminary Results and

Notice of Annual General Meeting

Surface Transforms (AIM:SCE) is pleased to announce its preliminary results for the period ended 31 December 2019. The Company's Annual Report and Accounts for the period ended 31 December 2019, together with a notice convening the Company's Annual General Meeting at Image Business Park, Acornfield Road, Knowsley Industrial Estate, Liverpool, L33 7UF on Friday 24 July 2020 at 9.30am will be posted to shareholders in due course. Copies of the Annual Report and Accounts will be available on the Company's website www.surfacetransforms.com as from this posting date.

Highlights

Financial highlights

   --    Revenues increased GBP936k to GBP1,451k (Seven months to 31 December 2018: GBP515k) 
   --    Gross margin reduced to 59.8% (Seven months to 31 December 2018: 63%) 

-- Research costs increased to GBP1,502k (Seven months to 31 December 2018: GBP1,110k) which has been partially offset by accrued R&D tax credit of GBP443k (Seven months to 31 December 2018: GBPnil)

-- Other administrative expenses increased by GBP91k to GBP1,063k (Seven months to 31 December 2018: GBP972k)

   --    Loss after taxation of GBP1,317k (Seven months to 31 December 2018: GBP1,573k) 
   --    Loss per share of 0.97p (Seven months to 31 December 2018: 1.29p) 

-- Cash used in operating activities decreased by GBP1,284k to GBP684k (Seven months to 31 December 2018: GBP1,968k)

   --    Cash at 31 December 2019 was GBP770k (31 December 2018: GBP319k) 
   --    Capital expenditure in the period was GBP621k (Seven months to 31 December 2018: GBP143k) 
   --    Tax credits of GBP523k received in the period against an accrual of GBP400k 

-- Post balance sheet date, the Company successfully raised GBP2.25m after fees in a significantly over-subscribed placing and open offer.

Customer and Operational highlights

-- Secured an EUR11.8m contract over seven years from major German automotive OEM 5 with start of production ("SOP") in October 2021. Discussions continue regarding follow on business

   --    Further SOP delays of contracts with British automotive customer OEM 6 

-- Secured and delivered a GBP400k contract with British OEM 1. Discussions continue regarding follow on business

-- Completed delivery of all machines for OEM Production Cell One and demonstrated individual furnace functional capability

-- Post balance sheet date, won a contract valued in excess of GBP5m to supply brake discs on the new Koenigsegg Gemera

   --    Received full regulatory approval from the Environmental Agency for the Knowsley site 

Chairman's Statement

This seven month report is for the transitional period from the old reporting date of 31 May 2019 to the new date of 31 December 2019. It was a period of considerable progress in the fortunes of the Company including significant break-through contract awards, the delivery and installation of the key elements of the new OEM Production Cell One and improvement in current trading performance.

The period since this reporting period end has been dominated by the huge distraction of the COVID-19 pandemic but as described below the Company has taken both operational and financial actions to mitigate the impact.

The Company is still on progress to reach positive Adjusted EBITDA in 2021 and profit before tax in 2022.

COVID-19

The Company has been able to maintain operations during the current crisis and, due to the quick response of the entire team, have managed to keep the factory operational throughout the lockdown phase of the crisis. No orders with OEM's or near OEM's customers have been lost, and indeed in this period the Company announced a contract in excess of GBP5m from Koenigsegg for their new Gemera car. However there have been delays to both some start of production (SOP) dates and the initial production ramp up rates. Additionally, there has been some slowing of retrofit sales but this is expected to be a temporary position that will recover as lockdowns across the world are slowly lifted.

The trading impact of the pandemic was fully described in the background provided to investors at the time of the April 2020 COVID-19 statements and fund raising and has not changed since that time.

Against this background the Company has, after the period end, raised GBP2.25m net after fees through a significantly over subscribed placing and open offer which has placed the Company in a secure position to mitigate the risks that the COVID-19 pandemic could create and ensures that it can maintain the development activities to support current and potential new OEM contracts.

The Company did apply for a government backed CBILS loan but understands that historic trading performance renders the Company ineligible. This was the management assumption at the time of the equity fund raise and has no impact on the internal projections and previously provided guidance.

Progress with potential OEM Customers

The Company continues to test products with customers as described in previous announcements and still expects to make further contract announcements during 2020:

OEM 5 : In the period the Company was notified of its selection as a tier one supplier of a carbon ceramic disc to the major German automotive company OEM 5. The selection is to be the sole supplier of the brake disc option on one axle of a new model. Lifetime revenue on this car is estimated to be EUR11.8m commencing late 2021. Annual revenue is estimated to be EUR2.0m per year before tapering off during 2026.

In addition, whilst this selection is the first with German OEM 5 the commercial understanding embraces the opportunity to be selected for further multiple platforms in the customer's portfolio over time - pricing has been agreed providing a link between increasing volumes and decreasing unit prices. These potential awards could generate revenues of many times the value of this first contract.

The customer is now completing the system integration tasks required to bring the car into production. This work is proceeding to plan.

OEM 6 : The customer has announced changes to SOP on both contracts previously won. On the first contract we won with them in 2017 the customer had expected SOP in the summer of 2020 but recently announced a further COVID-19 related slippage to Q4 of 2020; we now expect the contract to start in that period, to run through 2021 and conclude in 2022. However this delay had been anticipated by the Company in its COVID-19 statement and is thus already reflected in the Company's previously announced assumptions and revenue guidance.

Similarly, the customer has announced SOP delays on the second car on which Surface Transforms is a nominated supplier. Again, the Company had previously included a general overall delay contingency to provide against any such risk and now expects SOP on this contract in early 2023 with no impact on overall guidance

OEM 1 : In the period the Company both received and delivered a GBP400k order for carbon ceramic discs on a track car to a major high performance British automotive company.

The Company is in discussions with the customer on further opportunities.

OEM 3 : Work continues on the product enhancements to meet the customer's unique environmental test. Progress has been good with particular focus on ensuring that a capable production process matches the development activities. The Company is now in discussions on whether this enhanced product is sufficiently advanced for approval by OEM 3 for nomination on particular future programmes, in parallel with continuing to develop further process improvement to widen the potential for nominations. Albeit the customer discussions have been delayed by the COVID-19 lockdown of the customer's engineers.

Koenigsegg : Post balance sheet date the Company announced that it has been selected as the tier one, sole supplier of carbon ceramic brake discs on the recently launched Koenigsegg Gemera car. The lifetime value of the contract is in excess of GBP5m with a start of production in mid 2022 completing in mid 2027. Revenue is expected to be generated broadly evenly over the contract with approximately GBP1m per year being recognised in each of the four mid-programme years commencing 2023.

Other OEMs . The Company continues constructive discussions with a number of other OEMs, some of whom are now testing our product for the first time.

Knowsley Facility

OEM Production Cell One : All the new furnaces have now demonstrated functional capability and, indeed, some are being used to contribute to Small Volume Cell production output, thereby taking advantage of superior technology and lower production costs. The key task over the next few months is to demonstrate full system integration of all the machines in the cell.

Environmental permits : The Company has now received full regulatory approval from the Environmental Agency for all technologies, including furnaces, on the Knowsley site.

2019 production surge : The success in delivering the GBP400k order for OEM 1 in a very limited period was a significant achievement by the, relatively new, operations team. Apart from the obvious customer relationship and financial benefits arising from this order, the "production surge" was a very valuable learning experience for us in respect to both the Company's internal processes and supply chain. Where weaknesses were exposed, remedial actions have either been addressed or are in advanced stages of consideration.

Cost reductions : The Company continues to see continuous reduction in manufacturing cost as a crucial key ingredient of future success in the automotive industry. When OEM Production Cell One goes live in 2020, the Company will have achieved its original plan to halve production costs. The Company will not rest on this milestone with further cost reduction initiatives under active consideration.

Summary

Surface Transforms continues its journey from a development company to a mainstream volume automotive supplier with a site capable of revenues of GBP50m per year in a market that could ultimately reach GBP2 billion per annum.

In 2020 we expect to build on this foundation by winning further contracts, completing the system integration of OEM Production Cell One and begin delivering both production and development parts on the new contracts.

Whilst COVID-19 will clearly impact 2020, the Company expects the impact thereafter to be minimal. The Board maintains previous guidance that it will reach positive Adjusted EBITDA in 2021 and profits before tax in 2022.

Finally, may I conclude by recording the Board's appreciation of the outstanding contribution by all members of staff. Thank You!

David Bundred

Chairman

19 June 2020

Strategic Report

Operational Review and principal activity

Surface Transforms is a UK based developer and manufacturer of carbon ceramic products for the brakes market for the automotive and aerospace markets. In these industries our products are lightweight, extremely durable and highly refined. For the automotive industry, they offer better heat dissipation and material strength resulting in superior wear life, improved brake pad wear life, reduced brake pad dust and weight reduction compared to both our main competitor's carbon ceramic products and other competitors iron discs.

Our strategy is to be a profitable, series production supplier of carbon ceramic brake discs to the large volume original equipment manufacturer (OEM) automotive market and to niche military and small commercial aircraft brake market. To achieve this, we work directly with OEMs and closely with Tier One suppliers to meet the customers' requirements on product, price, quality and security of supply.

In addition, we supply carbon ceramic brake discs to small volume vehicle manufacturing and retrofit high performance kits for performance cars.

The key features of our business model are as follows:

-- Engineer and manufacture carbon ceramic brake products, which deliver high technical performance for the luxury and performance brakes markets, which we estimate to be, ultimately, a circa GBP2 billion per annum market

-- Achieve selection and supply to OEM customers with product for multiple models in multiyear supply agreements

-- Be a 'Quality Company' with a culture that lives and breathes its world-class business processes and management systems. We surpass the automotive and aerospace quality standards (IATF16949); and thus, have the confidence that we are able to pass all customer audits, as evidenced by recent contract wins

-- Protect the environment by minimising the environmental impacts arising from our activities, products and services and be committed to continuous improvement of our environmental performance

-- Operate lean manufacturing processes, enabling the Company to produce products that are competitively priced with good margins

-- Support and manage our supply chain which can deliver to our customers' requirements on product, price, quality and security of supply

-- Utilise our manufacturing capacity capable of providing sales of circa GBP17 million, with the capability for further expansion, with the requisite capital expenditure, to GBP50 million sales per annum.

Succeeding in these activities will generate highly desirable, world leading quality products, which are price competitive and profitable to the business.

Furthermore, our products and processes are protected by a high level of intellectual property through a combination of patents but mainly Company process knowhow.

Delivering our objectives:

Automotive OEMs

The automotive contracts wins achieved during the year have provided the Company with a clear flight path to cash generation in 2021 and profitability in 2022.

The Company's activities are focused on preparing to enter series supply for these contracts and on engineering the product for other models with existing and new OEM customers. These activities have continued during the COVID-19 lockdown period.

As we enter series supply with OEMs a key objective is to deliver good supplier performance as this then leads to product adoption on multiple model platforms which run simultaneously over many years and provide long terms revenue visibility and strong growth.

As part of being a good supplier we are focused on achieving certain key operational objectives:

-- Quality - The Company continues to have excellent in-service quality. But improving quality is a never-ending process, particularly in the automotive industry. Our measure of improving quality is therefore primarily focussed on reducing the internal cost of quality; for example, reducing internal processing, which of course also reduces cost; good progress is being made but there is always more to do. Additionally, maintaining IATF 16949 quality approval is another measure of success in this area. This quality approval process requires annual re-certification audits and it is pleasing to report that in the year the Company successfully completed its annual recertification of both IATF16949 and ISO 9001. Additionally, the Company has been appraised successfully by a number of OEM customers.

-- Environmental - The Company has the objective of being responsible for the environment and improving it. We are determined to be a good neighbour. We are an ISO14001 certified company and have an environmental permit to operate our processes. We protect the environment through control and monitoring of all emissions from our processes and have set objectives to reduce our environmental footprint. The Company also believes its product should address environmental challenges. Our carbon ceramic brakes have substantially longer life than existing iron brakes, reduced carbon emissions through weight reduction and considerably less pollution by reducing the amount of brake pad dust produced during braking.

-- Supply chain security - as with any manufacturing process we are only as good as our supply chain. Improvements have been made to our supply chain in terms of both improving our existing suppliers and adding new suppliers to our approved supplier list. Further improvements have been identified and are being addressed during 2020. We are pleased with progress made and will continue to reduce our supply chain risks.

-- Manufacturing capability, capacity and cost - the Company operates a versatile SVP (Small Volume Production) Cell to support OEM development, Near OEMs and retrofit products. The cell is capable of delivering approximately GBP4.5m revenue per annum. There are additional opportunities to improve this further and the capacity requirements are continuously assessed. The new OEM Production Cell One is advancing well with some furnaces supporting production in the SVP cell. The OEM Production Cell One capacity has a phased introduction with the first GBP6m of potential revenue available in Q3 2020, with the remaining GBP6m of revenue capacity planned for later once operational lessons learnt have been defined. With the introduction of OEM Production Cell One, the cost reduction objectives set a number of years ago will be complete. The cost reduction plans implemented across both the SVP Cell and OEM Production Cell One have a material effect on both the potential market and Company margins and as such plans for further cost reduction are being developed.

Near OEMs and Retrofit

These customers make up a relatively small addressable market of up to GBP2m per annum. Supplying these customers is delivering on the objectives of product validation for large OEM customers as well as establishing the Company's brand and reputation as a high-quality manufacturer with a world-leading product. The secondary objective (as the market is small) to generate growing revenues is also being achieved. The risks associated with forecasting Near OEM sales, relating to SOP (Start of Production) and production delays remain, but are being mitigated using a portfolio approach with the Company now having successfully enlarged its customer base of Near OEM models.

We continue to sell retrofit kits for Porsche, Nissan GTR, Aston Martin, Ferrari and McLaren and working with our distributors and directly with service garages we have seen some growth during the year.

Summary

We continue to make significant investment in engineering work which support current contracts. Our work on quality, environment, supply chain, capacity and cost reduction continue to achieve our goals with further success expected in the future.

Financial Review

Revenue in the seven months to 31 December 2019 increased to GBP1,451k (seven months to 31 December 2018*: GBP515k, 12 months to 31 May 2019: GBP1,002k) in part due to the GBP400k order from OEM 1, whilst the Company is also pleased to report increases in near OEM sales, which we believe to be sustainable. Sales for the six months to 30 November 2019 were GBP1,029k the high sales in December 2019 reflecting the production catch up on near OEM and aftermarket sales as the prior months of September to November had been devoted to filling the OEM 1 order.

Gross profit in the seven months to 31 December 2019 increased to GBP868k whilst for six months period to 30 November 2019, increased to GBP630k (seven months to 31 December 2018*: GBP328k, 12 months to 31 May 2019: GBP617k). Gross profit margin was 60% (seven months to 31 December 2018*: 63%, 12 months to 31 May 2019: 62%) due in large part to product mix but is expected to improve in 2020 as OEM Production Cell One cost reductions come on stream.

The Company has adopted IFRS 16 in the period, capitalising operating leases. The major lease for the Company is the rent on the Knowsley site; all other leases are minimal. The major impact of IFRS 16 on the Company's financial statements, is on the Statement of Financial Position creating right of use assets totalling GBP1.5m at transition date, together with corresponding liabilities. The impact on the Statement of Total Comprehensive Income is to exchange a reduction in the rent (hitherto treated as an expense) for an increase in interest and depreciation. In the seven months to 31 December 2019 this added a net GBP30k to the loss for the year before and after tax. These IFRS 16 adjustments have no impact on cash. To facilitate comparison, the 2018 comparatives have been restated to reflect the impact of IFRS 16 had it been applied in that period as well.

Administrative expenses rose by GBP91k to GBP1,063k against the seven month period (seven months to 31 December 2018*: GBP972k, 12 months to 31 May 2019: GBP1,514k) largely driven by above budget plant repair costs of GBP66k, certification and consultancy costs of GBP45k to achieve environmental agency approval together with the introduction of IFRS 16. The certification costs will not recur.

Research expenses increased to GBP1,502k (seven months to 31 December 2018*: GBP1,110k, 12 months to 31 May 2019: GBP2,039k) of which the major elements were significant increases in the number of prototypes being tested along with development of the furnace process in support of cost reduction.

Cash at 31 December 2019 was GBP770k (31 December 2018*: GBP319k, 31 May 2019: GBP1,925k), to which can be added GBP425k customer payments received in the first week of January (31 May 2019: GBP1,925k). Both periods were impacted by a combination of extended customer credit terms and subsequent late payment. The significant cash inflow in December and January reflected payment of these overdue sums and December receipt of the R&D tax credit. Inventory reduction was less than planned in 2019 but is expected to reduce further during 2020.

Loss per share was 0.97p (seven months to 31 December 2018*: 1.29p, 12 months to 31 May 2019: 1.68p).

Change of year end date:

These accounts are the first prepared to the new accounting reference date. The Company took this step to align its reporting period with that of its major OEM customer base, with the intention that in the longer term this would reduce variability within reporting periods. The accounts presented are therefore not comparable to the period ended 31 May 2019 and so the Company has decided to aid this by supplying comparatives for the seven month period ended 31 December 2018. These comparators are unaudited although the management estimates used in preparing them are consistent. The next set of accounts will be for the year ending 31 December 2020.

Key performance indicators

The Directors continue to monitor the business internally with several performance indicators: order intake, sales output, profitability, supply chain capacity, health and safety, quality and manufacturing cost of automotive discs. A set of business milestones has been agreed and are discussed as part of the monthly board meeting.

The Company produces an annual business plan and full monthly forecasts detailing sales, profitability and cash flow to help monitor business performance going forward.

Management meetings are held on a weekly basis, all senior managers attend and discuss production, engineering, financial and quality issues.

Risks and uncertainties

The principal short-term risk faced by the business is the current COVID-19 situation and the Company has taken rapid action to minimise these risks. In addition to the change in operational activities and post balance sheet fund raise, the Company has taken actions to conserve cash in the short term to maximise the resilience of the Company through a cost reduction programme and utilising the government furlough scheme.

There is a risk of delay on customer production due to COVID-19, however as at the date of publication all of our customers have returned to production and there is a focus on revenue generation in the short term. This leads the directors to believe that this risk is currently low unless a further shutdown should occur.

As in previous years the other major risk faced by the Company is considered to be the speed at which our customers and potential customers adopt the new carbon ceramic product technology. The contract awards in the period indicate the strengthening desire from a number of volume automotive OEMs to incorporate the Company's product in their respective platforms. This risk is constantly assessed by regular customer review meetings but is now clearly much reduced.

The risks associated with bringing the newly purchased furnaces into production are being managed by both a project team that has the experience and skills to deliver this type of project as well as pre-delivery testing at the supplier's premises. Regular weekly and monthly reviews are held and the project's progress is communicated across the entire company on a regular basis.

The Company has an exposure to exchange risk however this is partially mitigated through natural hedging activities.

In terms of uncertainties, product sales are still expected to grow with future OEM projections now supported by contracts. The Board expects continuing growth with Near OEM customers but sales growth is expected to be modest in the retrofit market This uncertainty is constantly assessed by regular customer meetings and monitoring the level of enquiries and orders for both the Company's products and industry wide.

In addition, the Company faces the continued uncertainty created by the global economic and political climate, particularly Brexit. The Company has assessed the risks surrounding this issue and, whilst the outcome is still unknown, the Company believes that the timing of the end of the transitional period, when considered alongside supply timescales required by our German OEM 5 customer, mean that any initial disruption should be avoided. The Company has identified methods of coping with a changed customs environment and will continue to monitor the situation and will react as necessary.

In summary, the Company has made satisfactory progress in its automotive projects and is progressing well with its expansion plans. Please refer to note 21 for information on financial risk management and exposure.

Events after the reporting period

Following the balance sheet date, the Company has raised GBP2.25m after fees in a heavily over-subscribed placing and open offer. This action was taken to mitigate the expected reduction in turnover due to the current COVID-19 situation. The cash raised has secured the Company's future and delivered a healthy balance sheet going forward. In addition to this fund raise the directors have taken actions to reduce cash outflows in the short to medium term in order to give headroom for the Company in the future.

Directors and Staff

Post year end, the Company appointed Leigh Welch to the post of Sales Director. Leigh joins the Company with a wealth of experience in tier one automotive supply and sales most notably with Bosch and Delphi.

We would like to thank all our colleagues, management and staff alike, for their hard work and dedication over the past year.

Outlook

The 2020 financial year will clearly be impacted by COVID-19. Whilst OEM 6 has announced a number of changes to SOP on important cars for the Company, these changes had been broadly anticipated in internal forecasts.

Thereafter the Board continues to expect to achieve positive Adjusted EBITDA in 2021 and profit before tax in 2022.

The Board continues to expect gross margin and overheads in 2020 to be in line with previous guidance, including the COVID-19 statements. However, the adoption of IFRS 16 will increase previously stated forecast losses by approximately GBP48k in 2020, GBP44k in 2021, and GBP39k in 2022. These IFRS 16 adjustments have no impact on cash.

On behalf of the board

   David Bundred                                                                     Kevin Johnson 

Chairman Chief Executive

19 June 2020

Statement of Total Comprehensive Income

For the period ended 31 December 2019

 
                                                                  Restated: 
                                  7m to 31(st)   7m to 31(st)    12m to 31(st) 
                                    Dec 2019       Dec 2018        May 2019 
                                                 (unaudited) 
                                    GBP'000        GBP'000         GBP'000 
-------------------------------  -------------  -------------  --------------- 
 Revenue                                 1,451            515             1002 
 Cost of Sales                           (583)          (188)            (385) 
-------------------------------  -------------  -------------  --------------- 
 Gross Profit                              868            328              617 
 
 Administrative Expenses: 
 Excluding research and 
  development costs                    (1,063)          (972)          (1,514) 
 Research and development 
  costs                                (1,502)        (1,110)          (2,039) 
-------------------------------  -------------  -------------  --------------- 
 Total administrative expenses         (2,566)        (2,081)          (3,553) 
-------------------------------  -------------  -------------  --------------- 
 Other operating income 
-------------------------------  -------------  -------------  --------------- 
 Operating loss                        (1,698)        (1,754)          (2,936) 
 
 Financial Income                            1              1                2 
 Financial Expenses                       (63)           (53)             (96) 
-------------------------------  -------------  -------------  --------------- 
 Loss before tax                       (1,760)        (1,806)          (3,030) 
 Taxation                                  443            233              921 
-------------------------------  -------------  -------------  --------------- 
 Loss for the period after 
  tax                                  (1,317)        (1,573)          (2,109) 
 Total comprehensive loss 
  for the period attributable 
  to members                           (1,317)        (1,573)          (2,109) 
-------------------------------  -------------  -------------  --------------- 
 
 Loss per ordinary share 
 Basic and diluted                     (0.97)p        (1.29)p          (1.64)p 
-------------------------------  -------------  -------------  --------------- 
 

Statement of Financial Position

03769702

at 31 December 2019

 
                                                                              Restated 
                                          Dec-19              Dec-18       May-19       May-18 
                                         GBP'000             GBP'000      GBP'000      GBP'000 
                                                         (unaudited) 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 Non-current Assets 
 Property, plant and equipment             5,518               5,324        5,160        5,437 
 Intangibles                                 175                 204          202          192 
-------------------------------------  ---------  ------------------  -----------  ----------- 
                                           5,693               5,528        5,362        5,629 
 Current assets 
 Inventories                               1,006               1,109        1,162          855 
 Trade and other receivables               1,318                 902          895          776 
 Cash and cash equivalents                   770                 319        1,925          923 
-------------------------------------  ---------  ------------------  -----------  ----------- 
                                           3,094               2,330        3,982        2,554 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 Total assets                              8,787               7,858        9,344        8,183 
 
 Current liabilities 
 Other interest bearing loans and 
  borrowings                               (118)                (38)         (88)         (29) 
 Loans associated with right of 
  use assets                               (138)               (137)        (137)        (137) 
 Trade and other payables                (1,028)               (388)        (584)        (790) 
-------------------------------------  ---------  ------------------  -----------  ----------- 
                                         (1,284)               (563)        (809)        (956) 
 Non-current liabilities 
 Government Grants                         (200)               (200)        (200)        (200) 
 Loans associated with right of 
  use assets                            `(1,207)         (1,266)       (1,244)      (1,295) 
 Other interest bearing loans and 
  borrowings                               (476)               (321)        (270)        (275) 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 Total liabilities                       (3,167)             (2,350)      (2,523)      (2,726) 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 Net assets                                5,620               5,508        6,821        5,457 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 
 Equity 
 Share capital                             1,361               1,237        1,360        1,140 
 Share premium                            20,712              19,034       20,704       17,596 
 Capital reserve                             464                 464          464          464 
 Retained loss                          (16,917)            (15,227)     (15,706)     (13,743) 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 Total equity attributable to equity 
  shareholders of the company              5,620               5,508        6,822        5,457 
-------------------------------------  ---------  ------------------  -----------  ----------- 
 
 

Statement of Changes in Equity

For the period to 31 December2019

 
 
                                                 Share premium                    Capital   Retained 
                                 Share capital         account                    reserve       loss     Total 
                                       GBP'000         GBP'000                    GBP'000    GBP'000   GBP'000 
------------------------------  --------------  --------------  -------------------------  ---------  -------- 
 Balance as at 31 May 2019               1,360          20,704                        464   (15,706)     6,822 
 Comprehensive income for 
  the year 
 Loss for the period                         -               -                          -    (1,317)   (1,317) 
------------------------------  --------------  --------------  -------------------------  --------- 
 Total comprehensive income 
  for the year                           1,360          20,704                        464   (17,023)     5,505 
------------------------------  --------------  --------------  -------------------------  ---------  -------- 
 Transactions with owners, 
  recorded directly to equity 
 Share options exercised                     1               8                          -          -         9 
 Equity settled share based payment 
  transactions                                               -                          -        106       106 
----------------------------------------------  --------------  -------------------------  --------- 
 Total contributions by and 
  distributions to the owners                1               8                          -        106       115 
------------------------------  --------------  --------------  -------------------------  ---------  -------- 
 Balance at 31 Dec 2019                  1,361          20,712                        464   (16,917)     5,620 
------------------------------  --------------  --------------  -------------------------  ---------  -------- 
 

For the year to 31 May 2019

 
 For the year 
 to                                                                Before                     IFRS16 
 31 May 2019                                                       IFRS16                     Impact   Restated 
                              Share 
                    Share   premium                    Capital                                         Retained 
                  capital   account                    reserve                                             loss     Total 
                  GBP'000   GBP'000                    GBP'000                                          GBP'000   GBP'000 
---------------  --------  --------  -------------------------  ---------  -------------------------  ---------  -------- 
 Balance as at 
  31 
  May 2018          1,140    17,596                        464   (13,652)                       (91)   (13,743)     5,458 
 Comprehensive 
 income 
 for the year 
 Loss for the 
  period                -         -                          -    (2,059)                       (50)    (2,109)   (2,109) 
---------------  --------  --------  -------------------------  ---------  -------------------------  --------- 
 Total 
  comprehensive 
  income for 
  the 
  year              1,140    17,596                        464   (15,711)                      (141)   (15,852)     3,349 
---------------  --------  --------  -------------------------  ---------  -------------------------  ---------  -------- 
 Transactions 
 with 
 owners, 
 recorded 
 directly to 
 equity 
 Shares issued 
  in 
  the period          213     3,228                                     -                          -          -     3,441 
 Share options 
  exercised             7        63                                     -                          -          -        70 
 Cost of issue 
  off 
  to share 
  premium               -     (183)                                     -                          -          -     (183) 
 Equity settled share 
  based payment 
  transactions 
  -                               -                          -        146                          -        146       146 
-------------------------  --------  -------------------------  ---------  -------------------------  --------- 
 Total 
  contributions 
  by and 
  distributions 
  to the owners       220     3,108                          -        146                          -        146     3,474 
---------------  --------  --------  -------------------------  ---------  -------------------------  ---------  -------- 
 Balance at 31 
  May 
  2019              1,360    20,704                        464   (15,565)                      (141)   (15,706)     6,823 
---------------  --------  --------  -------------------------  ---------  -------------------------  ---------  -------- 
 
 
  For the 7months to 31 
  Dec 
  2018 (unaudited) 
                              Share                         Share premium                    Capital   Retained 
                            capital                               account                    reserve       loss       Total 
                            GBP'000                               GBP'000                    GBP'000    GBP'000     GBP'000 
-------------------------  --------  ------------------------------------  -------------------------  ---------  ---------- 
 Balance as at 31 May 
  2018 
  (audited)                   1,140                                17,596                        464   (13,743)       5,457 
 Comprehensive income for 
  the year 
 Loss for the year                -                                     -                          -    (1,573)     (1,573) 
-------------------------  --------  ------------------------------------  -------------------------  --------- 
 Total comprehensive 
  income 
  for the year                1,140                                17,596                        464   (15,316)       3,884 
-------------------------  --------  ------------------------------------  -------------------------  ---------  ---------- 
 Transactions with 
 owners, 
 recorded directly to 
 equity 
 Shares issued in the 
  year                           90                                 1,445                          -          -       1,535 
 Share options exercised          7                                    62                          -          -          69 
 Cost of issue off to 
  share 
  premium                         -                                  (69)                          -          -        (69) 
 Equity settled share based payment 
  transactions -                                                        -                          -         90          90 
-----------------------------------  ------------------------------------  -------------------------  --------- 
 Total contributions by 
  and distributions to 
  the 
  owners                         97                                 1,438                          -         90       1,625 
-------------------------  --------  ------------------------------------  -------------------------  ---------  ---------- 
 Balance at 31 Dec 2018       1,237                                19,034                        464   (15,226)       5,508 
-------------------------  --------  ------------------------------------  -------------------------  ---------  ---------- 
 
 

Statement of Cash Flows

for the period ended 31 December 2019

 
 
                                           7m to 31st    7m to 31st   12m to 31st 
                                             December      December           May 
                                                 2019          2018          2019 
                                                        (unaudited)    (Restated) 
                                              GBP'000       GBP'000       GBP'000 
----------------------------------------  -----------  ------------  ------------ 
 Cash flow from operating activities 
 Loss after tax for the year                  (1,317)       (1,573)       (2,109) 
 
 Adjusted for: 
 Depreciation and amortisation 
  charge                                          289           244           442 
 Equity settled share-based payment 
  expenses                                        106            91           146 
 Financial expense                                 63            53            96 
 Financial income                                 (1)           (1)           (2) 
 Taxation                                       (442)         (233)         (921) 
----------------------------------------  -----------  ------------  ------------ 
                                              (1,302)       (1,419)       (2,348) 
 Changes in working capital 
 Decrease/(increase) in inventories               157         (254)         (307) 
 Decrease/(increase) in trade and 
  other receivables                             (501)         (126)           281 
 Increase/(decrease) in trade and 
  other payables                                  443         (402)         (206) 
----------------------------------------  -----------  ------------  ------------ 
                                              (1,203)       (2,201)       (2,580) 
 Taxation received                                523           233           521 
----------------------------------------  -----------  ------------  ------------ 
 Net cash used in operating activities          (680)       (1,968)       (2,059) 
----------------------------------------  -----------  ------------  ------------ 
 
 Cash flows from investing activities 
 Acquisition of tangible and intangible 
  assets                                        (344)          (77)         (175) 
 Net cash used in investing activities          (344)          (77)         (175) 
----------------------------------------  -----------  ------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from issue of share capital, 
  net of expenses                                   9         1,535         3,328 
 Payment of lease liabilities                    (53)          (42)             3 
 Payment of long term loans                      (25)             -             - 
 Interest received                                  1             1             2 
 Interest paid                                   (63)          (53)          (96) 
----------------------------------------  -----------  ------------  ------------ 
 Net cash generated from financing 
  activities                                    (131)         1,441         3,237 
----------------------------------------  -----------  ------------  ------------ 
 Net (decrease)/increase in cash 
  and cash Is equivalents                     (1,155)         (604)         1,002 
 Cash and cash equivalents at the 
  beginning of the period                       1,925           923           923 
----------------------------------------  -----------  ------------  ------------ 
 Cash and cash equivalents at the 
  end of the period                               770           319         1,925 
----------------------------------------  -----------  ------------  ------------ 
 

NOTES TO THE ACCOUNTS

   1.   Basis of preparation and general information 

The financial information set out herein does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

The financial information for the year ended 31 May 2019 has been extracted from the

Company's audited financial statements which were approved by the Board of Directors

on 19 June 2020 and which, if adopted by the members at the Annual General

Meeting, will be delivered to the Registrar of Companies for England and Wales.

The financial information for the year ended 31 May 2019 has been extracted from the

Company's audited financial statements which were approved by the Board of Directors

on 8 September 2019 and which have been delivered to the Registrar of Companies for

England and Wales.

The reports of the auditor on both these financial statements were unqualified, did not

include any references 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 Section 498(3) of the Companies Act 2006.

The information included in this preliminary announcement has been prepared on a

going concern basis under the historical cost convention, and in accordance with

International Financial Reporting Standards (IFRSs) as adopted by the EU and the

International Financial Reporting Committee (IFRIC) interpretations issued by the

International Accounting Standards Board (IASB) that are effective or issued and early

adopted as at the date of these financial statements and in accordance with the provisions of the Companies Act 2006.

The Company is a public limited company incorporated and domiciled in England &

Wales and whose shares are quoted on AIM, a market operated by the London Stock

Exchange. The principal activity of the Company is the development and manufacture of

carbon ceramic products for the automotive and aerospace brakes markets. The

registered office is Image Business Park, Acornfield Road, Knowsley Industrial Estate,

Liverpool, L33 7UF.

   2.   Going Concern 

The financial statements have been prepared on a going concern basis which the

Directors believe to be appropriate. The Company incurred a net loss of GBP1,317k during

the period however the Directors are satisfied, based on detailed cash flow projections and after the consideration of reasonable sensitivities, that sufficient cash is available to meet the Company's needs as they fall due for the foreseeable future and at least 12 months from the date of signing the accounts. The detailed cash flow assumptions are based on the Company's annual budget, prepared and approved by the Board, which reflects a number of key assumptions including; revenue growth, underpinned by current pipeline; customer compliance with payment terms; other receipts of a value and timing consistent with previous years.

Further information regarding the Company's business activities, together with the

factors likely to affect future development, performance and position are set out in the

Chairman's statement and the Strategic report.

The current COVID-19 situation is expected to significantly reduce revenues from those previously forecast for 2020. As a result a fund raise has been carried out after the balance sheet date to deliver resilience to the company. In addition the company has taken cash protection measures in order to preserve working capital until the full impact can be assessed. The fundraise has however delivered the headroom required to give comfort over going concern.

The Directors believe that the Company is well placed to manage its business risks

successfully despite the current uncertain economic outlook. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

   3.   Segmental reporting 

The Board has reviewed the requirements of IFRS 8 "Operating Segments", including

consideration of what results and information the Chief Executive (the Chief Operating

Decision Maker) reviews regularly to assess performance and allocate resources, and

concluded that all revenue falls under a single business segment. The Directors consider

the business does not have separate divisional segments as defined under IFRS 8. The

Chief Executive assesses the commercial performance of the business based upon a single set of revenues, margins, operating costs and assets.

Revenue by geographical destination is analysed as follows:

 
                                                     12m to 31st 
                                 Dec           Dec           May 
                                2019          2018          2019 
                                       (unaudited) 
                             GBP'000       GBP'000       GBP'000 
--------------------------  --------  ------------  ------------ 
 United Kingdom                  963           118           220 
 Rest of Europe                  165           168           492 
 United States of America        251           217           269 
 Rest of World                    72            12            21 
-------------------------- 
                               1,451           515         1,002 
--------------------------  --------  ------------  ------------ 
 
 
   4.   Taxation 
 
                                                                                12m to 31st 
                                                          7m to 31st December       May 
                                                               2019      2018          2019 
                                                            GBP'000   GBP'000       GBP'000 
-------------------------------  ----------------------------------  --------  ------------ 
 Analysis of credit in year 
 UK corporation tax 
 Adjustment in respect of prior years - R&D tax allowances 
  123                                                                                   521 
 R&D tax allowance for current 
  year                                                          320       233           400 
 Total income tax credit                                        443       233           921 
-------------------------------  ----------------------------------  --------  ------------ 
 
   5.   Loss per ordinary share 

The calculation of basic loss per ordinary share is based on the loss for the financial year divided by the weighted average number of shares in issue during the year.

 
 Losses and number of shares used in the calculations of loss per 
  ordinary share are set out below: 
                                                                  12m to 31st 
                                         7m to 31st December       May 
 Basic                                   2019          2018          2019 
----------------------------------- 
 Loss after tax (GBP)                 (1,317,000)   (1,573,000)   (2,059,000) 
-----------------------------------  ------------  ------------  ------------ 
 Weighted average number of shares 
  (No. of shares)                     136,036,376   122,027,122   125,184,218 
-----------------------------------  ------------  ------------  ------------ 
 Loss per share (pence)                   (0.97p)       (1.29p)       (1.64p) 
-----------------------------------  ------------  ------------  ------------ 
 

The calculation of diluted loss per ordinary share is identical to that used for the basic loss per ordinary share. This is because the exercise of options would have the effect of reducing the loss per ordinary share from continuing operations and is therefore anti-dilutive under the terms of IAS 33.

   6.   Net debt 
 
                              As at 1 June   Cash Flow   Other non-cash   31 December 
                                      2019                    movements          2019 
                                   GBP'000     GBP'000          GBP'000       GBP'000 
---------------------------  -------------  ----------  ---------------  ------------ 
 Cash and cash equivalents           1,925     (1,155)                -           770 
 Leases                               (58)          13            (276)         (319) 
 Long term loans                     (300)          25                -         (275) 
                                     1,567     (1,117)            (276)           174 
---------------------------  -------------  ----------  ---------------  ------------ 
 

For enquiries, please contact

   Surface Transforms plc                                                  +44 151 356 2141 

Kevin Johnson, CEO

Michael Cunningham, CFO

David Bundred, Chairman

   Cantor Fitzgerald Europe (Nomad & Joint Broker)               +44 20 7894 7000 

David Foreman

finnCap Ltd (Joint Broker ) +44 20 7220 0500

Ed Frisby/Giles Rolls (Corporate Finance)

Richard Chambers (ECM)

For further Company details, visit www.surfacetransforms.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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