TRACKWISE DESIGNS PLC

("Trackwise" or the "Company")

Interim Results for the six months ended 30 June 2022

Trackwise Designs (AIM: TWD), a leading provider of specialist products using printed circuit technology, is pleased to announce today its interim results for the six months ended 30 June 2022.

Financial highlights

·    Revenues of £3.8m (H1 2021: £4.1m)

·    IHT revenues of £0.55m (H1 2021: £0.58m)

·    Gross margin of 23.7% (H1 2021: 29.0%)

·    Adjusted¹ EBITDA of £0.83m (H1 2021: £0.45m)

·    Adjusted² operating profit of £0.09m (H1 2021: loss £0.13m)

·    Reported loss after tax of £1.39m (H1 2021: loss £0.57m), after exceptional costs of £2.0m

·    Net debt² of £7.8m (cash of £2.4m) (31 December 2021: £2.1m, cash of £2.9m), following continued investment at the Stonehouse facility

·    Basic EPS - loss per share of 3.73 pence (H1 2021: loss per share of 2.00 pence)

¹ Before share based payments and exceptional costs;

² Cash less borrowings, excluding IFRS16 right of use lease liabilities

 Operational highlights

· Completion of equity raise of £7m to support growth, as announced in December 2021

· Appointment of Paul Cook as Chief Financial Officer designate

· Continued progress made in preparing Stonehouse to become fully operational later in FY22

· Installed and commissioned Double Belt Press

· Completion of £5.2m asset finance

· IHT total customers and opportunities across target markets of 97 as at 30 June 2022

· Development of plans for Phase 2 of Stonehouse facility, in response to significant pipeline of demand for EV Cell Connection Systems (CCS) from UK and EU OEMs and Tier 1s. 

Philip Johnston, CEO of Trackwise, commented:

 "The development of our third manufacturing site at Stonehouse continues, and we expect to see this completed in 2022 to meet production demand from our EV OEM customer.

 It is inevitable that our performance is closely linked to that of our first IHT production customer and the EV OEM announced on 11 August 2022 that it expects lower production volumes in 2022 compared to previous estimates. As we announced earlier this month, the announcement of the lower production volumes has had a knock-on impact on the availability, to the Company, of the planned asset-backed debt funding for the remaining pieces of capital expenditure at the new Stonehouse facility and, in addition, increases the Company's short-term cash requirements. Discussions with the EV OEM are progressing towards agreeing a new contractual arrangement whereby the EV OEM will provide an advance payment against future product deliveries, and such advance payment is expected to be backed by security.

The wider impact of the lower production volumes is that additional funding will be required and the Company is reviewing a number of options for additional funding with its advisers and will provide further updates in due course.

In addition, the Company is exploring longer term strategic investment partnerships in order to support development and conversion of the very significant pipeline of identified IHT sales opportunities, notably for EV battery cell connection systems ("CCS") for UK and EU OEMs, Tier 1 suppliers, and also for other Medical and Aerospace sales opportunities."

Enquiries

Notes to editors

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

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

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

The Company operates from three sites, located in Tewkesbury, Stonehouse and Stevenage.  It serves customers in Europe and North America.

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

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Financial Review

Revenue for the period fell slightly to £3.8m (H1 2021:£4.1m), which reflects the delay of an order at Stevenage Circuits Limited (SCL) and the delayed start of production for the EV OEM.  Profitability was held back by lower sales, higher utility costs and the under-recovery of costs as a result of lower than expected volumes.

The lower gross profit was offset by other income of £0.7m, which was the partial recognition of the estimated compensation due as a result of the EV OEM's order shortfall against the guaranteed minimum volumes set out in the contract.  The Company incurred further exceptional costs of £2.0m relating to the set-up of the Stonehouse facility and the commencement of low volume production for the EV OEM contract at Trackwise's Ashvale site.  The loss before taxation was £2.1m (H1 2021: loss £0.6m).

The outcome of the period is that losses per share were (3.73)p (H1 2021 losses per share: (2.00p)).

Capital expenditure in the first half was £6.4m.  While this reflected continued investment ahead of the EV OEM's start of production, it also included the installation of the double-belt press.  This is the Company's largest ever single investment and allows us to fully exploit our Improved Harness Technology patent and know-how.

The first half also saw an increase in working capital.  Inventory increased by £0.7m as a result of a build-up ahead of the expected start of production for the EV OEM contract and a stock build of some materials with long lead time at SCL.  Debtors increased by £1.7m, primarily as a result of the other income accrued on the EV OEM contract and up-front payments for the purchase of nickel foil ahead of the expected ramp-up of the EV OEM contract.

These cash outflows were financed by from the £5.5m of proceeds from the Placing and Open Offer launched in December 2021 and asset-backed funding of £5.2m.  In addition, in January 2022 a new invoice discount facility of £1.0m was established for SCL and has subsequently been partially drawn down.

At 30 June 2021 the Company had net debt of £7.8m, reflecting the cash movements above.  Gross cash was £2.4m and there were unused invoice discounting facilities, subject to the lender's draw down criteria, of £1.7m.

Going Concern Review

In our annual report for the year ended 31 December 2021, which was published on 29 July 2022, we reported that there was a funding shortfall in our downside scenario forecasts which, together with the risks surrounding some assumptions within our forecast models, indicated that there were circumstances that gave rise to a material uncertainty related to going concern. 

At the time the Company was in discussions for the provision of asset-backed funding of £4.4m and a trade finance facility of £1.9m.  As mentioned above, on 11 August 2022 the EV OEM customer announced that it expects lower production volumes in 2022 compared to previous estimates.  This has had a knock-on impact on the availability of the planned asset-backed debt funding and the trade finance facility, which has impacted the Company's short-term cash position. 

In order to determine that the going concern assumption for the preparation of these accounts continues to be correct the Directors have prepared a Base Case forecast using the following major assumptions:

Ø The Company shortly agrees a new contractual arrangement whereby the EV OEM will provide an advance payment against future product deliveries;

Ø the Group delivers its EV customer's revised orders in 2023.  These volumes are below the level of the current orders on hand and are significantly below the guaranteed minimum volumes (GMV) set out in the contract with the EV OEM customer;

Ø there are no further orders from the EV OEM customer for delivery after June 2023;

Ø there is an improvement in the operating performance of Stevenage Circuits Limited, the group's other trading subsidiary, compared to the year ended 31 December 2021;

Ø that our machinery suppliers have no further delivery delays and consequently the capital expenditure programme for the Stonehouse facility is completed in 2022;

Ø that the Group's bankers maintain the invoice discounting facilities that are currently in place; and

Ø discussions for the provision of further funding are successfully completed.

The Company is discussing a new contractual arrangement whereby the EV OEM will provide an advance payment against future product deliveries and the Company is reviewing a number of options for additional funding with its advisers.

Whilst the Base Case forecast represents, in the Board's view, the most likely scenario there may be continuing impacts from all of the risks identified above and so consequently there will be risks that performance will be below our expectations.  Therefore, the Directors have also prepared a severe but plausible downside scenario which assumes the following:

Ø that the Company fails to agree the new contractual arrangement with the EV OEM; and

Ø no further funds can be raised.

In these circumstances the Group would face a funding shortfall of £7.9m.  This, together with the risk surrounding some of the assumptions within the models, indicates that there are circumstances that give rise to a material uncertainty related to going concern.

On the basis of the Base Case assumptions noted above the Base Case forecast shows that the Group will be able to continue as a going concern.

 Board Change

At the company's Annual General Meeting on 22 August 2022 Mark Hodgkins stepped down as a director and Paul Cook was appointed as CFO.

CEO's Statement

It remains a difficult time to be in business, with labour supply, inflation, supply chain dislocation and Brexit-related customs issues all posing their own challenges to the business. However, these challenges are being, can be, and will be met by pro-active management of the issues across the three sites.

Beyond the contract with the UK EV OEM, we are actively pursuing the very large market opportunity - which could total many £100m of business - in the developing UK and European EV supply chain for battery CCS. Stonehouse Phase 2 will be - in our opinion - a unique and well-positioned resource to deliver that opportunity. We are confident of further material developments, regardless of the macro-economic situation.

The APCB division, where we have recently appointed a new Managing Director, remains an important part of the business, but the principal growth will come from IHT. The investments that we have made - the building for growth - are and will continue to deliver, across the three principal IHT market verticals.

At the top end of our capability, Trackwise is one of, if not the, leading supplier of long flex PCBs worldwide. I am very grateful for all stakeholders for their part in helping the business towards achieving its potential.

Improved Harness Technology

Improved Harness Technology (IHT), the long-term growth driver for Trackwise, is the patented technology which enables the manufacture of length-unlimited multi-layer flexible printed circuit boards.

While IHT has a wide range of applications, we have set out the three markets where we expect to see the greatest levels of growth for this technology. These are:

1. Electric Vehicles

2. Medical

3. Aerospace

We remain confident in the applicability of our proprietary technology to these markets and the significant revenues this has the potential to generate.

With the delivery and commissioning of the Double Belt Press (DBP), the length-unlimited multilayer flex PCB manufacturing process envisaged in the original IHT patent application in January 2012 has now been realised as an in-house capability. This is a major milestone for the business.

The DBP is a key strategic asset, providing a state-of-the-art capability to manufacture our own metal-clad laminates, as well as allowing us to bond together individual circuit layers to form the patented length-unlimited multilayer circuits. A number of customer developments had been held until such time as we have this capability in-house, and, more generally, our rate of development has the potential to speed up immeasurably.

Advanced PCBs

The Advanced PCBs division comprises Stevenage Circuits Limited. 

The division delivered a disappointing first half, with sales down 10.6%, due to an expected £250,000 outsourced order being deferred, now expected in the second half.  Sales of manufactured products increased by 7.6%, driven largely by price increases.

We were delighted to welcome Christoph Boueke, as Managing Director of Stevenage Circuits Limited in July 2022.

Current trading and outlook

Following the appointment of the new Managing Director of the APCB division, we have already started to see improved operations within the business and performance is expected to continue to improve in the medium term.

While delays from our EV OEM are disappointing and highly disruptive to the business, the Company is working with the OEM and with other funders to allow the roll-to-roll production capability at the Stonehouse site to begin production in Q4 2022, to achieve full (single shift) production in Q1 2023, thereby proving our ability to deliver "Quantity, Quality, Qualified", a key milestone for the business.

Discussions with the EV OEM are progressing towards agreeing a new contractual arrangement whereby the EV OEM will provide an advance payment against future product deliveries, and such advance payment is expected to be backed by security.

The wider impact of the lower production volumes from our EV OEM is that additional funding will be required and the Company is reviewing a number of options for additional funding with its advisers and will provide further updates in due course.

The Company is exploring longer term strategic investment partnerships in order to support development and conversion of the very significant pipeline of identified IHT sales opportunities, notably for EV battery cell connection systems ("CCS") for UK and EU OEMs, Tier 1 suppliers, and also for other Medical and Aerospace sales opportunities.

Interim Condensed Consolidated Statement of Comprehensive Income

Notes to the condensed interim financial statements

1.      Corporate information

Trackwise Designs plc is a public company incorporated in the United Kingdom. The registered address of the Company is 1 Ashvale, Alexandra Way, Ashchurch, Tewkesbury, Gloucestershire, GL20 8NB.

The principal activity of the Company and the Group is the development, manufacture and sale of printed circuit boards.

2.      Accounting policies

Basis of preparation

This unaudited consolidated interim financial information has been prepared in accordance with IFRS as adopted by the United Kingdom including IAS 34 'Interim Financial Reporting'. The principal accounting policies used in preparing the interim results are those it expects to apply in its financial statements for the year ending 31 December 2022. These are unchanged from those applied in the 31 December 2021 Company financial statements

The financial information does not contain all of the information that is required to be disclosed in a full set of IFRS financial statements. The financial information for the six months ended 30 June 2022 and 30 June 2021 is unreviewed and unaudited and does not constitute the Group or Company's statutory financial statements for those periods.

The comparative financial information for the full year ended 31 December 2021 has, however, been derived from the audited statutory financial statements for that period. A copy of those statutory financial statements has been delivered to the Registrar of Companies.  

Going Concern

The auditor's report on those accounts was unqualified, but includes reference to a material uncertainty in respect of the going concern basis without qualifying its report and did not contain a statement under section 498(2)-(3) of the Companies Act 2006. 

The Directors have considered the principal risks and uncertainties facing the business. In making this assessment the Directors have prepared cash flows for the foreseeable future.  These forecasts show that the Company should be able to manage its working capital and existing resources to enable it to meet its liabilities as they fall due. These forecasts have considered the risks that the Company faces, notably:

Ø The Company shortly agrees a new contractual arrangement whereby the EV OEM will provide an advance payment against future product deliveries;

Ø that the EV OEM places a replacement order at higher prices than those currently being charged;

Ø the Group delivers its EV customer's replacement order in full in H1 2023.  These volumes are below the level of the current orders on hand and are significantly below the guaranteed minimum volumes (GMV) set out in the contract with the EV OEM customer;

Ø there are no further orders from the EV OEM customer for delivery after June 2023;

Ø there is an improvement in the operating performance of Stevenage Circuits Limited, the group's other trading subsidiary, compared to the year ended 31 December 2021;

Ø that our machinery suppliers have no further delivery delays and consequently the capital expenditure programme for the Stonehouse facility is completed in 2022;

Ø that the Group's bankers maintain the invoice discounting facilities that are currently in place; and

Ø discussions for the provision of further funding are successfully completed.

Further narrative in respect to the going concern evaluation performed by management is disclosed within the Going Concern section of the Financial Review above.

The risk surrounding some of the assumptions within the forecasts indicates that there are circumstances that give rise to a material uncertainty related to going concern.  However, the directors remain confident that the group remains a going concern and as such have prepared the Financial Statements on a going concern basis.

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

3.      Segmental reporting

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

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

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

In the six months ended 30 June 2022 the group had one major IHT customer who represented 11.2% and one APCB customer who represented 9.6% of total revenue (30 June 2021: one major customer who represented 11% of total revenue, and full year ended 31 December 2021:one APCB customer representing 12.7% of total revenue and one IHT customer representing 9.5% of total revenue).

Revenue by product and geographical destination was as follows:

4.      Other operating income

There have been delays in orders from a major new customer contract which are subject to compensatory income for the Company.  Other operating income includes £698,000 which is an estimate of this income and is subject to a significant degree of judgement in respect of the overall commercial negotiations as the production is set up and commences.

5.      Exceptional and non-recurring items

Non-recurring amounts disclosed in administrative expenses are as follows:

The new facility and production contract requirements have resulted in costs relating to the Stonehouse site during preparation and set up ready for production.  In addition there have been ongoing additional costs of production and inefficiencies at Ashvale in order to meet orders on a temporary basis whilst all new plant is set up and commissioned. At the new facility, costs arise from employing staff that have been  engaged in refurbishment and installation work rather than volume production.  There are also the property running costs including utilities, rates and professional fees arising in this non-productive phase. 

6.      Income tax

Taxation is provided at the estimated rate of tax for the period, applying the enacted rate of 25% (2021:25%) to deferred tax balances as applicable to the expected reversal dates after March 2023, and including the benefit of enhanced allowances for research and development costs in tax losses used to claim a credit payable as cash to the group.

The overall credits have been impacted by both the change in deferred tax rate following enactment of the Finance Act 2021 and by movements in the period end share price directly affecting deferred tax in respect of future deductions from the exercise of share options. These non-recurring items have been analysed in the elements of the tax credit shown below.

7.      Dividends paid and proposed

No dividends have been paid or proposed in the period ended 30 June 2022 or year ended 31 December 2021.

8.      Earnings per share

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

There are options which remain exercisable over 1,528,912 ordinary shares at 30 June 2022 and which are potentially dilutive shares. There is no dilution of a loss for the period or comparative periods.

9.      Intangible fixed assets

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

The remainder of intangible assets is represented by software assets and an unchanged amount of goodwill in respect of the initial technology.

10.   Tangible fixed assets

The group has continued to invest in the freehold production facility at Stonehouse with the fit out of the property and new plant being commissioned.

11.   Borrowings

New hire purchase agreements have been drawn on in the period ended 30 June 2022 in order to finance the new plant and equipment at the Stonehouse facility. Other short-term financing represents advances against equipment which is expected to be converted to a term agreement when the equipment is fully in place.