Transense Technologies plc
Annual report and financial
statements
Registered number 01885075
For the year ended 30 June 2016
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Contents
Directors and advisers
Highlights
Chairman’s statement
Chief Executive’s report
Strategic Report
Statement of corporate governance
Remuneration report
Directors’ report
Statement of directors’ responsibilities in respect of the Strategic Report, Directors’ Report and the
Financial Statements
Independent Auditor’s report to the members of Transense Technologies plc
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Company Balance Sheet
Statement of Changes in Equity
Consolidated and Company Cash Flow Statement
Notes to the Financial Statements
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4
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30
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Directors and advisers
Directors
D M Ford (Chairman)
G Storey (Chief Executive)
M Segal (Finance Director)
R J Westhead (1, 2, 3)
N F Rogers (Deputy Chairman) (appointed 28/07/2015) (1, 2, 3)
1 Non-executive
2 Member of the Audit and Risk Committee
3 Member of the Remuneration Committee
Secretary and Registered Office
M Segal
1 Landscape Close
Weston Business Park
Weston on the Green
Oxfordshire
OX25 3SX
Auditor
Grant Thornton UK LLP
The Colmore Building
Colmore Circus
Birmingham B4 6AT
Bankers
HSBC Bank plc
1 Sheep Street
Bicester
Oxon OX26 7JA
Nominated Adviser & Broker
FinnCap
60 New Broad Street
London
EC2M 1JJ
Registrars
Neville Registrars
Neville House
Laurel Lane
Halesowen
B63 3DA
Registration Number 1885075
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Highlights
Revenues including licence fees £5.12m (2015: £1.25m)
Disposal of loss making IntelliSAW division in October 2015
Licence fees from Emerson of £3.04m following disposal of IntelliSAW business
Profit from continuing operations £1.63m (2015: Loss £2.08m)
Net profit for the year of £1.15m (2015: net loss of £3.12m)
Net cash generated from operations of £0.84m (2015: £2.15m net cash consumed)
Net cash at end of period of £3.65m (2015: £0.47m)
Proposed new capital structure
Increased market recognition of value in SAW technology
Imminent launch of iTrack II system for mining productivity
Executive Chairman of Transense Technologies, David Ford, said:
“The Company has made a great deal of progress over the last year in positioning each of the two core
businesses for future success. The Company is now in a robust financial condition and has the resources
available to commit to building two distinct businesses with high growth potential.
The board is confident that the longer term prospects for the Company are promising, whilst maintaining a
cautiously optimistic view of prospects for short term revenue growth and the achievement of break even.”
4
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Chairman’s statement
The Company has made a great deal of progress over the last year in strengthening financial resources
and positioning each of the two core businesses for future success. Revenue from continuing operations
was strongly ahead of the low base set in the prior year, and net profits came in line with the board’s
expectations.
Financial results and condition
Revenue from continuing activities totalled £5.12m. Revenues, before the IntelliSAW related license fee,
increased by 67% to £2.08m (2015: £1.25m). The pre tax profit (before discontinued operations) totalled
£1.60m, which included the licence fee of £3.04m before associated costs and £2.76m after costs (2015:
loss £2.13m).
The total profit attributable to shareholders was £1.15m (2015: loss of £3.12m) resulting in earnings per
ordinary share of 0.26 pence (2015: loss of 1.11 pence). The board do not recommend payment of a
dividend.
Net cash balances at 30 June 2015 were £3.65m (2015: £0.47m).
Strategy
The Company provides innovative sensor systems for complex applications and operates two principal
businesses, SAWSense and Translogik. A third operating business, IntelliSAW, was sold in October 2015.
The Company intends to continue to commercialise sensor technologies by working closely with global
partners in order to build value for shareholders through the generation and distribution of net income,
and/or the return of capital on realisation.
SAWSense designs and develops Surface Acoustic Wave (or “SAW”) sensor devices that can be used to
measure torque, pressure and/or temperature in harsh, restricted or demanding environments to very high
accuracy. This world leading technology has a broad range of potential uses ranging from premium value
custom applications through to high volume mass markets such as passenger cars.
Translogik designs and manufactures a range of Tyre Pressure Monitoring Systems (“TPMS”), products
and services for heavy duty off road vehicles (particularly mine-haul trucks), commercial and passenger
transport vehicles. These comprise the iTrack system, which provides real-time tyre temperature and
pressure measurements for mine-haul trucks in service, and a range of tyre probes and other offerings for
the road transport sector.
The Translogik product offerings are continually evolving with the focus on providing a comprehensive
service to clients in the mining and truck industry and this strategy has resulted in the development of the
new iTrack II kit which is set to be launched in September 2016 at MINExpo.
In the early part of the financial year the board decided to market the IntelliSAW division, in part due to
concerns over the ongoing financial commitment to this loss making business. This decision resulted in the
successful sale of the business to Emerson in October 2015, and the receipt of a one off licence fee for the
use of the valuable intellectual property owned by the Company and required to operate the IntelliSAW
division in future. The licence was restricted to the relatively narrow field of temperature monitoring in
electrical switchgear in which IntelliSAW operates.
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Chairman’s statement (continued)
Our markets
SAW sensing in global industries
Sensor technology is widely used in virtually every industrial application across a broad range of industries,
contributing to many billions of dollars in revenue. Sensors using SAW technology are powered by radio
frequency (“RF”), do not require a battery and are wireless. This means that the sensor has significant
benefits, as the package can be extremely small and light and is suited to harsh environment or remote
locations, and does not require regular maintenance. Being wireless enables the sensor to be used in
rotating components, other moving parts, or environments where electrical wiring would pose a safety
risk.
These benefits are particularly appropriate in drives, motors, gearboxes, valves and couplings, which are
in common use in the industrial equipment, energy generation, oil & gas, aviation, military and automotive
sectors.
As Original Equipment Manufacturers (OEMs) seek ever more data on a real-time basis to optimise the
performance of their products, accurate and frequent measurement becomes increasingly important. The
world’s largest and most successful companies in these fields are recognising SAW as one of the enabling
technologies in developing the “Internet of Things” in this arena, contributing to a vision by which machines
are networked with embedded sensors to optimise performance using real time analytical tools, algorithms
and interactive controls.
TPMS in Mining
The original iTrack system was developed to provide tyre pressure and temperature monitoring data to
mine haul-truck operators, primarily to reduce or eliminate the incidence of tyre failure. The associated
benefits in tyre life management were evident, and were initially viewed as a means of payback for the
improved safety performance achieved.
Over recent years the collection of pressure and temperature data has become increasingly sophisticated,
and our systems for measuring, monitoring and reporting tyre conditions are seen by key customers as a
management tool to optimise asset utilisation and productivity, whilst continuing to make a key contribution
to mine safety.
Since the end of the commodities boom in 2012, the world’s major mining groups have come under
relentless pressure to reduce debt and operating costs. The initial impact of dramatically reduced capital
spending programmes had a seriously adverse effect on the roll out of our iTrack system in previous years,
and despite offering flexible finance options, decision timescales to adopt any new technology have
continued to be elongated in this difficult climate.
In the meantime, working closely with a select group of individual mines, our product and service offering
has been developed to provide compelling real time information which can be used to optimise haul truck
dispatch operations, minimise down-time, and increase tyre life and mine productivity. These exciting
developments work in conjunction with complementary third party IT platforms to provide invaluable insight
into mine operations, and will be launched as iTrack II later this month.
Whilst these product range improvements have been under development, we have maintained a fairly
cautious approach to geographical expansion, focusing attention on markets in Chile, Australia and South
Africa in which we have highly effective teams and channel partners. We are now ready to consider
increasing resources in additional territories such as the US, Canada and other territories in the Latin
America region in the coming year.
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Chairman’s statement (continued)
Capital structure
The board recognises that the capital structure of the Company, which currently includes valueless
Deferred Shares and a substantial Share Premium Account, is no longer fit for purpose. The Board are
therefore bringing forward proposals at the forthcoming AGM for a reduction in share capital by the
cancellation of the deferred shares and the share premium account. This will result in the Company having
distributable reserves enabling the payment of dividends from income or return of capital to shareholders
from major licensing transactions or partial disposals in future. Additionally, it is proposed that the ordinary
share capital is subject to a 50:1 consolidation to mitigate the effect of prior dilutions on the unit price per
share and to reduce trading spreads and transaction costs for shareholders in future dealings.
Prospects
The Company is now in a robust financial condition and has the financial resources available to commit
to building two distinct businesses with high growth potential. The latent value of our core SAW technology
is becoming recognised, and addresses the increasing information demands of our global partners, who
are leaders in industrial equipment, automotive, aerospace and other high volume markets.
The imminent launch by Translogik of iTrack II into the mining sector is timely, meeting the needs of
increased productivity, cost control, asset management and safety. It is envisaged that customer trials will
commence towards the end of 2016, and adoption by customers will arise by the early part of 2017.
Meanwhile, revenues from the sale of tread depth probes are building momentum, although a major
breakthrough in high volume has yet to be achieved.
Accordingly, the board is confident that the longer term prospects for the Company are promising, whilst
maintaining a cautiously optimistic view of prospects for short term revenue growth and the achievement
of break even.
David M Ford
Group Chairman
20 September 2016
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Chief Executive’s report
During the year the Company reached a turning point in which revenues returned to growth from a low
base and trading losses excluding the licence fees were reduced by half. The Company delivered a
positive profit attributable to shareholders and an increase in cash reserves following a successful
fundraising, grant of licence and disposal of the IntelliSAW business.
Meanwhile, background work and investment in our core technologies has positioned the Company well
to deliver success in the longer term.
SAWSense
The grant of a licence and sale of the IntelliSAW business to Emerson for aggregate consideration of
US$5m in October 2015 marked a significant achievement in gaining validation of the inherent value of
our core technology. The business was actively commercialising the use of SAW sensing for temperature
measurement and control in electrical switchgear, but at the time of sale revenues had not reached break-
even level.
The board determined that realisation of value for this activity by sale to a major global switchgear OEM
was appropriate given the extent to which further commercialisation may deplete resources. By granting
an exclusive licence to Emerson in this relatively narrow field, the Company has demonstrated the validity
and value of the underlying technology and associated Intellectual Property (“IP”).
Technical and commercial engagement with select global partners for other high volume applications are
ongoing, with more than 20 live projects across multiple divisions of six major companies. These projects
are generating sufficient short term revenue to cover internal R&D costs.
In the second half of the year, pilot production commenced of sensor kits to measure temperature,
vibration and torque on a new range of industrial equipment recently launched by a large European OEM.
Ramp up is expected to be gradual over a two to three year period as the new technology is taken up by
end users. Several other applications are under evaluation with the same customer.
We continue to explore mass market automotive applications with a select group of global passenger car
manufacturers, and believe that SAW sensors have unique capabilities to provide performance
improvements in several areas. The disruptive nature of the technology does, however, give rise to
understandable caution in the rate of adoption.
The relationship with General Electric Company (“GE”), as signalled previously by the completion of a
Memorandum of Understanding announced in May 2015, has continued to flourish. We are actively
collaborating on several development projects that are progressing towards commercialisation projects,
covering multiple divisions of GE. One of these projects resulted in the completion of a licensing
agreement, announced in July 2016, for non-exclusive use of Transense IP in certain specific torque
applications for an initial fee rising to US$0.75m and a perpetual royalty on future production.
Overall, we are pleased with progress in this business and confident of future prospects.
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Chief Executive’s report (continued)
Translogik
iTrack
Our iTrack products provides a range of features that allow mine operators to track their vehicles’ tyre
temperature and pressure, speed, braking and location in real-time and receive early warning of potential
problems, hazards or opportunities.
During the year, all of our major customers experienced some degree of retrenchment and were subject
to restrictions on capital and operational expenditure. In this climate, and despite the significant cost
savings and productivity benefits that are evident from our systems, decision making timescales have
been elongated.
Australia
We have opened a new iTrack dedicated data analytics control room in Mackay NSW, which has been
very well received by service providers and mine owners. The control room allows us to provide critical
tyre related alerts as well as performance related analytics. Trials are continuing with major mining
companies with further trials expected following the introduction of iTrack II.
Chile
We have opened a new office in Antofagasta, which is considered the mining capital of Chile, and the
same analytics service is also being offered there. Chile is also being used as a base to expand into other
Latin American countries namely Brasil and Peru where we expect trials to be underway in the new
financial year.
North America
We have appointed a consultant who is in the process of establishing a network of agents to include iTrack
alongside other products they are already supplying into a range of mines.
New Product Innovations
Whilst market conditions have been subdued, we have taken the opportunity to design many more
features and benefits into a brand new, iTrack II system, which is ready for launch at MINExpo 2016 in
Las Vegas on 26-28 September 2016. Our intention is to maximise functionality and connectivity in a
single comprehensive system, comprising rugged and reliable hardware, unparalleled connectivity with
other technologies, and meaningful real-time output.
The control unit is mounted in each truck, and transmits live data across various protocols to iTrack servers
at one of three global control centres. Dedicated iTrack experts are on hand to analyse live and historic
data, determine trends and create custom reports and warnings. Mine operations will have access to tyre
temperature, pressure, sensor function, GPS and speed data on easy to read, customisable screens. This
data can provide invaluable signals, not only to avoid tyre failures and increase life, but also to increase
truck speeds, availability and productivity. Our offer will be to provide the equipment on finance or
operating lease although our preference will be towards operating leases with additional charges for data
provision and monitoring services.
Early indications are positive and we await the outcome of the MINExpo and subsequent orders.
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Chief Executive’s report (continued)
Probe
The Probe is now being used in 43 different countries and sales in the last financial year were 60% ahead
of the previous year. The number of System Integrators, Value Added Resellers and Service Providers
using the probe would suggest 2017 will be another good year. Integration of the probe within the
commercial bus and truck market has been completed by Goodyear with their ControlMax system,
Bridgestone with Fleet Alalyser2, ContiTrade with Fleetfox and Michelin with iManage. The UK’s Garage
Equipment Association has recently granted approval which allows the probe to be used as an MOT audit
device and our distributors Rema Tip Top in the UK and Squarerigger in the USA are both focusing on
the passenger car market which is showing some potential.
Graham Storey
Chief Executive
20 September 2016
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Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Strategic Report
Financial Review
Results for the year
Revenues from continuing activities totalled £5.12m and after excluding the licence fee, other revenues
increased by 67% to £2.08m (2015: £1.25m). The pre-tax profit (before discontinued operations) totalled
£1.60m, which included the licence fee of £3.04m before costs and £2.76m after costs (2015: loss
£2.13m).
Translogik revenues grew by 79% to £1.63m, and SAWSense generated £0.45m of revenues (2015:
£0.33m) from design, development and low volume production activities. SAWSense also produced a
further £3.04m of revenues generated from the licensing of IP to Emerson following the sale of the
IntelliSAW business. Gross margins excluding the licence fee were 64% (2015: 67%) reflecting a slight
change in the mix between business activities.
Administrative overheads for the year amounted to £2.54m compared with £3.04m in the prior year.
The Earnings per share (EPS) are set out below (in Pence):
EPS (including discounted operations)
EPS (excluding discounted operations)
Taxation
2016
0.258
0.361
2015
(1.060)
(0.700)
The Company has UK tax losses available to carry forward at 30 June 2016 of approximately £16.7m,
subject to HMRC agreement.
Certain elements of development expenditure undertaken by the company are eligible for enhanced
research and development tax relief which generally relates to salary costs of technical staff. As a result
of claims in 2015 and 2014 the Company has received tax credits of £0.08m and £0.07m respectively.
Cash flow and financial position
There was a net cash inflow of £3.18m (2015: outflow of £2.61m) during the year, arising from trading and
£2.46m of proceeds arising from the share issue in July 2015.
Net cash generated by operations amounted to £0.84m, which included the benefit of the majority of the
licence fee received from Emerson. The balance of the licence fee totalling £0.30m (USD0.40m), is being
held in escrow due for release in October 2016 and is included in other receivables.
At 30 June 2016 the group had net cash balances of £3.65m (2015: £0.47m). A further US$0.50m (or
approximately £0.38m) was received in licensing revenue in August 2016.
Whilst it is anticipated that the Company will continue to consume cash to finance on-going activities in
the short term, the directors consider that there are sufficient cash resources available to reach a break-
even level of revenues, and accordingly are satisfied that the Company can continue trading as a going
concern for the foreseeable future.
11
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Strategic Report (continued)
Capital Structure
The Chairman’s Statement refers to proposed changes in the Company’s capital structure and a pro forma
Balance Sheet as at 30 June 2016 reflecting the restructuring is set out below:
Net Assets
Capital and Reserves
Share Capital
Share Premium
Accumulated Reserves/(Deficit)
Shareholder's funds
Pro Forma
2016
£m
6.92
4.72
-
2.20
6.92
Audited
2016
£m
6.92
11.55
17.22
(21.85)
6.92
A more detailed review of the financial year is provided in the Chairman’s statement and the Chief
Executives report.
Key Performance Indicators
The following KPI’s are some of the tools used by management to monitor the performance of the
operating business. In addition to the KPI’s the statement of financial position and cash flow analysis are
reviewed at monthly Board meetings.
KPI's (Excluding Discontinued Operations)
Revenue
EBITDA
EBT
EPS (Including Discontinued Operations) - Pence
EPS (Ex Discontinued Operations) - Pence
Share Price - Pence
Cash
Cash/Share - Pence
Net Assets/Share - Pence
Staff Turnover
FY 16
£'000's
5,122
1,826
1,628
0.258
0.361
1.110
3,654
0.774
1.479
13%
FY 15
£'000's
1,248
(1,945)
(2,127)
1.060
0.700
0.016
472
0.099
0.700
9%
The positive movement from FY 15 to FY 16 in revenues, EBITDA, EBT and EPS reflects the licence fee
income generated in the year and the increase in other revenues. The positive movement in the cash
reflects the profitability in the year and the fund raising completed in July 2015.
12
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Strategic Report (continued)
Principal risks and uncertainties
Risk management is essential as part of the management process. Regular reviews are undertaken to
assess the nature and magnitude of risks faced and the manner in which they may be mitigated. Where
controls are in place, their adequacy is monitored.
By order of the board
Melvyn Segal
Finance Director
20 September 2016
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Risk and UncertaintyDetails of Risk & ImpactMitigationIntellectual PropertyThe SAWSense business is focussed on the design and manufacture of technologically advanced products and applications. Major investment is made in Development and we have 35 granted patents and significant in house know how. The risk exists that our intellectual property may be infringed by third parties or that we may inadvertently infringe third party rights. The impact resulting in loss of profitability and cash flow and loss of market share.Procedures are in place to ensure we monitor new third party applications, ensure adequate protection for our key intellectual property including registration and avoid infringing third party rights.Product DevelopmentDeveloping new product and improving existing products requires constant assessment of investments and potential returns which can be uncertain. Changing customer requirements and technological innovation will always present a challenge to developing market leading product.Development spend is regularly planned and reviewed. The Groups understanding of customer needs and expectations is greatly enhanced by working closely with customers on extensive product trials.PeopleAn experienced and knowledgable team is essential to continually develop complex products for customers to be used in demanding enviroments. The market for skilled staff is extremely competitive and a failure to recruit and retain sutably qualified staff could impact the Groups ability to develop and deliver services and product.Providing the existing team with good training and incentives is a key priority for the business and has been instumental in retaining key staff. The recruitment and development of of new employees, when required, is done so by experienced staff to ensure the correct calibre of individual is identified.Economic The mining Industry has experienced a major contraction in activity and expenditure following major falls in commodity prices as part of a global reduction in demand. The mining industry is crucial to the success of the Translogik division.The development of iTrack has been designed to achieve greater efficiencies in mining and in turn produce substantial cost savings for mine owners/operators. The original iTrack will be replaced by iTrack 2 in September and this will build further on achieving meaningful and drive demand for the product.Debtor RecoverabilityThe Group has £0.38m of debtors that are payable greater than 12 months (down from £0.67m last year). The risk of default would have a material impact on our results.The long term debt has been dilligently manged by the finance department and as a result the debtors remain up to date.LiquidityTransense is continually striving to achieve the point of consistent profitabilty and cash generation however until that point in time is reached the Group will be exposed to squeezes in liquidity which has in the past resulted in fund raises. The failure to raise additional funds, if required, can threaten the going concern status of Transense.During the course of FY 16 the cash resources have increased by £3.2m as a result of a fund raise in June/July 2015 and the successful licensing and sale of IntelliSAW. The cash resources remain strong moving into FY17 and the Board monitor cash flow regularly and do not presently forsee any requirement for raising further funds.Foreign currency fluctuationAround 30 to 40% of purchases and sales are transacted in foreign currency, principally USD and to a smaller extent Euro's and Chilean Peso. Significant fluctuations could have an impact on results.Transense's biggest exposure is with regards the USD and during the course of the last year the pricing policy has been based on 1.4 and above and the reduction in the GBP against the USD has produced Forex gains. Should the movement reverse the Group will consider forward purchases as an effective hedge.
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Statement of corporate governance
The Company is quoted on the AIM Market of the London Stock Exchange and is therefore not required
to comply with the provisions of the UK Corporate Governance Code. We do not comply with the UK
Corporate Governance Code. However, we have reported on our Corporate Governance arrangements
by drawing upon best practice available, including those aspects of the UK Corporate Governance Code
we consider relevant to the Group and best practice.
A statement of the Directors’ responsibilities in respect of the financial statements is set out on page 22.
Below is a brief description of the role of the Board and its Committees.
The Board
The Board, which presently consists of three executive and two non-executive directors, meets regularly
throughout the year and receives timely information in a form and of a quality appropriate to enable it
to discharge its duties.
Non-executive directors are not appointed for specified terms nor have an automatic right of
reappointment.
Directors are subject to election by shareholders at the first AGM after their appointment and to
retirement by rotation and re-election by shareholders in accordance with the Articles of Association
whereby one third of the directors retire every year or, where there is not a multiple of three, the number
nearest to but not exceeding one third retire from office.
Audit and Risk Committee
The Audit and Risk Committee is under the Chairmanship of Rodney Westhead, with Nigel Rogers also
sitting. The Committee meets at least twice a year and has adopted terms of reference which give it
responsibility for reviewing a wide range of financial matters. The Committee advises the Board on the
appointment of external auditors and it discusses the nature and scope of their work.
Nomination Committee
Given its relatively small size, the Board as a whole fulfils the function of the Nomination committee.
Remuneration Committee
The policy on directors’ remuneration is formulated by the Remuneration Committee, which consists of
Nigel Rogers as Chairman and Rodney Westhead. The Committee is responsible for determining the
contract terms, remuneration and other benefits of the executive directors. The non-executive directors’
salaries are reviewed and set by the Board.
The report of the Remuneration Committee is set out on pages 16 to 18 below.
Accountability, Internal Control and Risk Management
The directors consider that these financial statements, reports and supplementary information present
a fair and accurate assessment of the Company’s position and prospects.
14
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Statement of corporate governance (continued)
Going Concern
The financial report has been prepared on the going concern basis. The Group has made a profit for
the year of £1.15m (2015: Loss of £3.12m). The Group has Accumulated Losses of £21.84m (2015:
Accumulated Losses of £22.99m). The balance of cash and cash equivalents at 30 June 2016 is £3.65m
(2015: Cash and cash equivalents £0.47m).
The Group meets its day to day working capital requirements through existing cash reserves and does
not currently have an overdraft facility. The directors have prepared cash flow forecasts for the period
to 31 December 2017. These forecasts indicate that the Group will continue to be able to operate within
its current cash resources for the foreseeable future.
Internal Financial Control
The Board is responsible for the Group’s system of internal control including financial, operational and
compliance controls and risk management, and for reviewing its effectiveness. The Board has introduced
procedures designed to meet the particular needs of the Group in managing the risks to which it is
exposed, consistent with the guidance provided by the Turnbull Committee. These procedures include
an annual review of the significant risks faced by the Group and an assessment of their potential impact
and likelihood of occurrence. The Board is satisfied with the effectiveness of internal controls but, by
their very nature, these procedures can only provide reasonable, but not absolute, assurance against
material misstatement or loss.
The Board has reviewed the need for an internal audit function. The Board has decided that, given the
nature of the Group’s business and assets and the overall size of the Group, the systems and
procedures currently employed provide sufficient assurance that a sound system of internal control,
which safeguards shareholders’ investment and the Group’s assets, is in place. An internal audit function
is therefore considered unnecessary.
15
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Remuneration report
Remuneration Policy
The remuneration policy is to ensure that all staff, including the executive directors, are adequately
motivated and rewarded in relation to companies of similar size and type.
The directors salaries paid compare adequately with the salaries of directors and senior executives in
public companies in similar development situations. Although a bonus scheme was in place during the
year no bonuses were awarded to the directors.
The Remuneration Committee can also grant options over ordinary shares under its Enterprise
Management Incentive Option Schemes (EMI) and options granted outside Company schemes, but
approved by shareholders. These schemes potentially offer long term incentives to directors and key
personnel.
In addition to the vote to be held on this Remuneration Report, shareholders will be given the opportunity
to question the Remuneration Committee Chairman, Nigel Rogers, on any aspect of the Company’s
remuneration policy.
The Board as a whole sets the remuneration of the non-executive directors, which consists of fees for
their services in connection with Board and Board Committee meetings. The non-executive directors are
not eligible for pension scheme membership, but they are eligible to participate in the Company’s
Unapproved Directors Share Option Scheme (UDSOS).
Each element of remuneration paid to all directors is shown in detail below.
Base Salary and Benefits
The base salaries for the executive directors are reviewed annually, but not necessarily increased, by
the Remuneration Committee. Salary increases based on performance may be made.
Executive Share Option Schemes
The Committee considers that potential for share ownership and participation in the growing value of the
Group increases the commitment and loyalty of directors and senior executives.
Directors’ Pension Policy
Executive directors are entitled to participate in the Company’s pension scheme on the same basis as other
full time employees, but during the year ended 30 June 2016 they did not choose to.
16
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Remuneration report (continued)
Service Contracts
The service contracts provide for the following notice periods:
12 months: Graham Storey, David Ford and Melvyn Segal.
3 months: Nigel Rogers
No notice period: Rodney Westhead
If the Company terminates without notice, the individual is entitled to a payment in lieu of notice being the
value of the maximum notice period in his contract.
In the event of termination for unsatisfactory performance (if necessary decided by an independent
tribunal) or for reasons of misconduct, no compensation is payable.
Directors’ Emoluments
Information on directors’ emoluments is as follows:
This table excludes the fair value of directors’ share based payment options as defined by International
Financial Reporting Standard (IFRS) 2. Details of all options granted to directors are shown on the next
page.
Information on directors' emoluments is as follows:
Basic
salary
£
158,400
106,250
109,050
-
27,500
12,600
Fees
Benefits
Pension
£
£
£
-
-
-
-
-
-
4,617
1,809
3,098
-
-
-
-
-
-
-
-
-
Total emoluments
12 months
12 months
ended
30 June
2016
£
ended
30 June
2015
£
163,017
161,998
108,069
108,093
112,148
111,800
-
10,000
27,500
-
12,600
12,600
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
413,800
-
9,534
-
423,334
==============================================
==============================================
==============================================
==============================================
==============================================
386,300
-
8,191
-
404,491
==============================================
==============================================
==============================================
==============================================
==============================================
Executive directors
G Storey
M Segal
D Ford
Non-executive directors
D Kleeman*
N Rogers
R Westhead
Total 2016
Total 2015
*resigned 31 December 2014
17
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Remuneration report (continued)
Share based payment options have been granted under EMI for executive directors and under the
Unapproved Directors Share Option Scheme (UDSOS) for non-executives. The details of these are set
out below:
The options can only be exercised once the share price has met or exceeded the hurdle price at any point
since the date of grant of the option.
Directors' interests in the UDSOS were:
At 1 July
2015
At 30 June
2016
Earliest
exercise
date
Exercise
price per
share
Hurdle
price per
share
G Storey
805,000
805,000
22/12/12
4p
9p
==============================================
==============================================
==============================================
==============================================
==============================================
Directors' interests in the EMI were:
G Storey
G Storey
D Ford
D Ford
M Segal
3,195,000
3,195,000
22/12/12
2,000,000
2,000,000
01/03/14
3,195,000
3,195,000
22/12/12
305,000
305,000
01/03/14
4p
4p
4p
4p
9p
9p
9p
9p
1,500,000
1,500,000
02/08/14
10.25p
20p
==============================================
==============================================
==============================================
==============================================
==============================================
Share price performance
The share price performance is disclosed in the Directors’ Report on page 20.
On behalf of the Board
N F Rogers
Remuneration Committee
20 September 2016
18
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Directors’ report
The directors present their annual report and audited financial statements for the year ended 30 June
2016.
Business activities, review of the business and future developments
Translogik, a trading division of Transense, was formed in April 2009 and the principal activities of this
division includes the provision of tyre management solutions for the truck and OTR markets, by
developing, manufacturing and selling of specialist Tyre probes and TPMS monitoring solutions and
associated technologies.
The Company continues the development of non-contact batteryless sensors and their electronic
interrogation systems for measuring pressure, temperature and torque in automotive applications and
extending that to various, non-automotive, industrial applications with regards the electronic interrogation.
These activities continue to be carried out by our SAWsense division.
Following the disposal of IntelliSAW, a trading division of Transense, the principal activities of the group
no longer include the manufacture of electrical switchgear management systems.
A review of the Company’s business, and research and development activities for the year, together with
developments since the year end and for the future, is included in the Chairman’s statements, Chief
Executives report and Strategic report on pages 5 to 13.
Results and Dividends
The results for the year ended 30 June 2016 show a profit of £1.15m (30 June 2015: £3.12m loss). The
directors do not recommend the payment of a dividend (30 June 2015: £nil).
Directors
The present directors are listed on page 3.
There are no contracts of significance in which the directors had a material interest during the year.
Substantial Shareholdings
At 30 June 2016, the following substantial shareholdings of 3% or more of the Company’s share capital
have been notified to the Company:
John Peter Lobbenberg
CriSeren Investments
Ordinary
shares of
1p each
%
43,449,023
23,968,645
==============================================
9.2
5.1
==============================================
19
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Directors’ report (continued)
Directors’ interests
The number of shares in the Company in which the current directors were deemed to be interested at the
beginning and end of the period, all of which are beneficially held, were as follows:
G Storey
R J Westhead
D Ford
M Segal
N Rogers
Share price
Ordinary shares of 1p
each
1 July
2015
30 June
2016
3,934,353
282,777
277,777
3,934,353
282,777
277,777
1,144,444
3,000,000
1,144,444
-
==============================================
==============================================
The mid price of the shares in the Company at 30 June 2016 was 1.10p (30 June 2015: 1.55p) and the
range during the period was 1.10p to 1.68p (30 June 2015: 0.90p to 6.50p).
Share based payment option schemes
The Remuneration Committee is responsible for the operation and administration of the C om pa n y’ s
UDSOS and EMI Schemes. In an increasingly competitive market the Committee regards the provision of
options as an important incentive for other members of staff as well as directors.
Details of share based payment options granted to directors are disclosed in the Remuneration Report on
page 18.
Financial Instruments
The directors adopt a low risk financial objective. The financial instruments are denominated in sterling,
euros and US dollars and the Group does not trade in derivative instruments, (see note 26 to the financial
statements).
Indemnification of Directors
Qualifying third party indemnity provisions (as defined in Section 413 of the Companies Act 2006) are in
force for the benefit of the directors who held office during 2015/16.
Disclosure of information to auditor
The directors confirm that:
So far as each director is aware, there is no relevant audit information of which the company’s auditor
is unaware;
The directors have taken all the steps that they ought to have taken as directors in order to make
themselves aware of any relevant audit information and to establish that the company’s auditor is
aware of that information.
20
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Directors’ report (continued)
Auditors
In accordance with Section 489 of the Companies Act 2006, a resolution to appoint Grant Thornton UK
LLP as auditors of the Company is to be proposed at the forthcoming Annual General Meeting.
By order of the board
D M Ford G Storey
Chairman Chief Executive
20th September 2016
1 Landscape Close
Weston on the Green
Oxon
OX25 3SX
21
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Statement of directors’ responsibilities in respect of the Strategic Report,
Directors’ Report and the Financial Statements
The directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare group and parent company financial statements for each
financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare
the group financial statements in accordance with IFRS as adopted by the EU and applicable law and
have elected to prepare the parent company financial statements on the same basis.
Under company law the directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the group and parent company and of their
profit or loss for that period. In preparing each of the group and parent company financial statements,
the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the group and the parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the parent company’s transactions and disclose with reasonable accuracy at any time the
financial position of the parent company and enable them to ensure that its financial statements comply
with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the group and to prevent and detect fraud and other
irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website. Legislation in the UK governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
22
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Grant Thornton UK LLP
The Colmore Building
Colmore Circus
Birmingham
B4 6AT
United Kingdom
Independent Auditor’s report to the members of Transense Technologies plc
We have audited the financial statements of Transense Technologies plc for the year ended 30 June 2016
which comprise the consolidated statement of comprehensive income, the consolidated and company
balance sheet, the consolidated and company statements of changes in equity, the consolidated and
company cash flow statements and the related notes set out on pages 25 to 55. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company
financial statements as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the company and the company’s members, as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 22, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance
with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us
to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting
Council’s website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the group’s and the parent company’s
affairs as at 30 June 2016 and of the group’s profit for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union; and
the parent company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in accordance with the provisions of the Companies
Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year
for which the financial statements are prepared is consistent with the financial statements.
23
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Independent Auditor’s report to the members of Transense Technologies plc (Continued)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns;
or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Rebecca Eagle
(Senior Statutory Auditor)
for and on behalf of Grant Thornton UK LLP, Statutory Auditor
Chartered Accountants
The Colmore Building
Colmore Circus
Birmingham
B4 6AT
20th September 2016
24
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2016
Note
5
11
12
6
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Bad debt
Other administrative expenses
Operating profit/(loss)
Financial income
Profit/(loss) before taxation
Taxation
Profit/(loss) from continuing operations
Discontinued operations
Loss from discontinued operation
Profit/(loss) and total comprehensive
income/(loss) for the year
Basic and fully diluted profit/(loss) per
share (pence)
Continuing operations
Discontinued operations
Year ended
30 June
2016
£'000
2016
£'000
Year ended
30 June
2015
£'000
2015
£'000
5,122
(1,036)
----------------------------------------------
4,086
1,248
(409)
----------------------------------------------
839
-
(2,541)
(357)
(2,683)
----------------------------------------------
----------------------------------------------
-
-
(2,541)
----------------------------------------------
1,545
51
(3,040)
----------------------------------------------
(2,201)
74
----------------------------------------------
----------------------------------------------
1,596
29
----------------------------------------------
1,625
----------------------------------------------
(2,127)
48
----------------------------------------------
(2,079)
----------------------------------------------
(472)
(1,041)
----------------------------------------------
----------------------------------------------
1,153
==============================================
(3,120)
==============================================
0.36
(0.10)
(0.70)
(0.36)
----------------------------------------------
----------------------------------------------
Total operations
25
0.26
(1.06)
==============================================
==============================================
There are no other recognised income or expenses in either period.
Notes to the financial statements are from pages 30 to 55.
25
Consolidated Balance Sheet
at 30 June 2016
Non current assets
Property, plant and equipment
Intangible assets
Trade lease receivables
Current assets
Inventories
Corporation tax
Trade and other receivables
Cash and cash equivalents
Assets of disposal group held for sale
Total assets
Current liabilities
Trade and other payables
Current tax liabilities
Liabilities of disposal group held for sale
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Accumulated loss
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Note
13
15
19
17
18
20
7
21
7
23
Year ended 30 June
Year ended 30 June
2015
£'000
2016
£'000
2016
£'000
313
894
383
2015
£'000
316
806
668
----------------------------------------------
----------------------------------------------
1,590
1,790
571
74
1,742
3,654
584
45
655
472
----------------------------------------------
----------------------------------------------
6,041
-
1,756
307
----------------------------------------------
----------------------------------------------
6,041
----------------------------------------------
7,631
2,063
----------------------------------------------
3,853
(667)
(41)
(418)
(48)
----------------------------------------------
----------------------------------------------
(708)
-
(466)
(79)
----------------------------------------------
----------------------------------------------
(708)
----------------------------------------------
6,923
==============================================
11,546
17,218
(21,841)
----------------------------------------------
6,923
==============================================
(545)
----------------------------------------------
3,308
==============================================
9,779
16,523
(22,994)
----------------------------------------------
3,308
==============================================
These financial statements were approved by the board of directors and authorised for issue on 20th September 2016
and were signed on its behalf by:
D M Ford
Chairman
Company registered number: 1885075
Notes to the financial statements are from pages 30 to 55.
G Storey
Chief Executive
26
Company Balance Sheet
at 30 June 2016
Year ended 30 June
Year ended 30 June
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Note
2016
£'000
2016
£'000
Non current assets
Property, plant and equipment
Intangible assets
Investments
Trade lease receivables
Current assets
Inventories
Corporation tax
Trade and other receivables
Cash and cash equivalents
Assets of disposal group held for sale
Total assets
Current liabilities
Trade and other payables
Current tax liabilities
Liabilities of disposal group held for sale
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Accumulated loss
14
15
16
19
17
18
20
7
21
7
23
2015
£'000
2015
£'000
291
806
3
668
295
894
3
383
----------------------------------------------
----------------------------------------------
1,575
1,768
571
74
1,689
3,641
584
45
641
415
----------------------------------------------
----------------------------------------------
5,975
-
1,685
249
----------------------------------------------
----------------------------------------------
5,975
----------------------------------------------
7,550
1,934
----------------------------------------------
3,702
(802)
(46)
(408)
(40)
----------------------------------------------
----------------------------------------------
(848)
-
(448)
(102)
----------------------------------------------
----------------------------------------------
(848)
----------------------------------------------
6,702
==============================================
11,546
17,218
(22,062)
----------------------------------------------
6,702
==============================================
(550)
----------------------------------------------
3,152
==============================================
9,779
16,523
(23,150)
----------------------------------------------
3,152
==============================================
These financial statements were approved by the board of directors and authorised for issue on 20th
September 2016 and were signed on its behalf by:
D M Ford
Chairman
G Storey
Chief Executive
Company registered number: 1885075
Notes to the financial statements are from pages 30 to 55.
27
Statement of Changes in Equity
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Group
Group
Share
capital
£'000
Share
premium
£'000
Shares to
be issued
£'000
Cumulative
losses
£'000
Total
equity
£'000
Balance at 1 July 2014
9,724
16,329
Loss for the year
Transfer between reserves
Share based payments
-
55
-
-
194
-
249
-
(249)
-
(19,882)
6,420
(3,120)
(3,120)
-
8
-
8
Balance at 30 June 2015
9,779
16,523
-
(22,994)
3,308
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Profit for the year
Shares issued and share premium
-
1,767
-
695
-
-
1,153
-
1,153
2,462
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Balance at 30 June 2016
11,546
17,218
-
(21,841)
6,923
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
==============================================
==============================================
==============================================
==============================================
==============================================
Company
Balance at 1 July 2014
Loss for the year
Transfer between reserves
Share based payments
Share
capital
£'000
Share
premium
£'000
Shares to
be issued
£'000
Cumulative
losses
£'000
9,724
16,329
-
55
-
-
194
-
249
-
(249)
-
(19,981)
(3,177)
-
8
Total
equity
£'000
6,321
(3,177)
-
8
Balance at 30 June 2015
9,779
16,523
-
(23,150)
3,152
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Profit for the year
Shares issued and share premium
-
1,767
-
695
-
-
1,088
-
1,088
2,462
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Balance at 30 June 2016
11,546
17,218
-
(22,062)
6,702
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
==============================================
==============================================
==============================================
==============================================
==============================================
28
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Consolidated and Company Cash Flow Statement
For the year ended 30 June 2016
Group
Company
Year ended
30 June
2016
Year ended
30 June
2015
Year ended
30 June
2016
Year ended
30 June
2015
Note
£'000
£'000
£'000
£'000
Profit/(loss) before taxation from
continuing operations
Adjustments for:
Financial income
Depreciation
Amortisation of intangible assets
Share based payment
(Loss)/profit on discontinued operation
Profit on Disposal of discontinued operation
Operating cash flows before movements in
working capital
Decrease/(increase) in receivables
(Decrease)/increase in payables
Decrease /(increase) in inventories
Decrease in trade lease receivables
Cash generated/(used) in operations
Taxation (paid)/recovered
11
13,14
15
22
6
18
21
17
19
1,596
(2,217)
1,368
(3,267)
(51)
111
170
-
(472)
32
(74)
88
160
8
(1,041)
-
(51)
107
170
-
(309)
32
(74)
67
160
8
42
-
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
1,386
(802)
249
13
(2,986)
754
(216)
154
1,317
(763)
407
13
(3,064)
778
(238)
154
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
846
(7)
(2,284)
139
974
(7)
(2,370)
139
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Net cash generated/used in operations
839
(2,145)
967
(2,231)
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Investing activities
Interest received
Acquisitions of property, plant and equipment
Acquisitions of intangible assets
Assets/liabilities held for sale
11
13,14
15
7
51
(130)
(258)
218
74
(251)
(60)
(228)
51
(111)
(258)
115
74
(235)
(63)
(147)
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Net cash used in investing activities
(119)
(465)
(203)
(371)
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Financing activities
Proceeds from issue of equity share capital
23
2,462
-
2,462
-
Net cash from financing activities
Net increase/(decrease) in cash and cash
equivalents
Cash and equivalents at the beginning of
year
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
2,462
-
2,462
-
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
3,182
(2,610)
3,226
(2,602)
472
3,082
415
3,017
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
Cash and equivalents at the end of year
20
3,654
472
3,641
415
==============================================
==============================================
==============================================
==============================================
29
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements
1
General Information
Transense Technologies plc (the “Company”) is a company incorporated in the United Kingdom under the
Companies Act 2006. The address of the registered office is given on page 3. The consolidated financial
statements of the Company as at and for the year ended 30 June 2016 comprise the Company and its subsidiaries
(together referred to as “the Group” and individually as “Group entities”). The nature of the Group’s operations and
its principal activities are discussed in the business review on page 19.
These financial statements are presented in pounds sterling because that is the currency of the primary economic
environment in which the Group operates.
2
Basis of preparation
Both the Parent Company financial statements and the Group financial statements have been prepared and
approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU
(“Adopted IFRSs”) and those parts of the Companies Act 2006 that are relevant to companies preparing accounts
under IFRS. On publishing the Parent Company financial statements here together with the Group financial
statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present
its individual statement of comprehensive income and related notes that form a part of these approved financial
statements.
3
Going Concern
At 30 June 2016 the group had net cash balances of £3.65m (2015: £0.47m). A further US$0.50m (or
approximately £0.38m) was received in licensing revenue in August 2016. Whilst it is anticipated that the Company
will continue to consume cash to finance on-going activities in the short term, the directors consider that there are
sufficient cash resources available to reach a break-even level of revenues, and accordingly are satisfied that the
Company can continue trading as a going concern for the foreseeable future.
4
Accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these consolidated financial statements.
There were no new standards, amendments to standards or interpretations that were mandatory for the first time
for the financial year beginning 1 July 2015 that resulted in any material impact on the Groups 2016 consolidated
financial statements.
30
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
The following Adopted IFRSs have been issued but have not been applied in these financial statements. Their
adoption is not expected to have a material effect on the financial statements unless otherwise indicated:
Standard
IASB effective
date
EU effective date
IFRS 9 Financial instruments
1 January 2018 Not yet EU endorsed
IFRS 14 Regulatory Deferral accounts
1 January 2016
EU is not intending to endorse
IFRS 15 Revenue from contracts with customers
1 January 2018
Not yet EU endorsed
Amendments to IFRS1 11: Accounting for Acquisitions of
Interests in Joint Operations
1 January 2016
1 January 2016
Clarification of Acceptable Depreciation and Amortisation
– Amendments to IAS 16 and IAS 38
1 January 2016
1 January 2016
Annual Improvements to IFRSs 2012-2014 Cycle
1 January 2016
1 January 2016
Amendments to IAS 16 and IAS 41: Bearer Plants
1 January 2016
1 January 2016
Amendments to IAS 27: Equity Method in Separate
Financial Statements
1 January 2016
1 January 2016
Amendments to IFRS 10. IFRS 12 and IAS 28: Investment
Entities: Applying the Consolidation Exception Disclosure
Initiative
1 January 2016
Not yet EU endorsed
Disclosure Initiative: Amendments to IAS 1 Presentation of
Financial Statements
1 January 2016
1 January 2016
IFRS 16 Leases
1 January 2019
Not yet EU endorsed
Amendments to IAS 12: Recognition of Deferred Tax
Assets for Unrealised Losses
1 January 2017
Not yet EU endorsed
Amendments to IFRS 2: Classification and Measurement
of Share-based Payment Transactions
1 January 2018
Not yet EU endorsed
Amendments to IAS 7: Disclosure Initiative
1 January 2017
Not yet EU endorsed
31
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
Significant accounting judgements and sources of estimation uncertainty
Certain estimates and judgements need to be made by the directors which affect the results and position of the
Group as reported in the financial statements. Estimates and judgements are required if, for example, there are
intangible assets which are required to be amortised over their useful lives. The following judgements and
estimates have been identified by the Group:
Determining when intangible assets are impaired is a judgement which requires an estimate of the value in use
of the asset based on management’s best estimate of the future cash flows that the assets are expected to
generate. This also requires significant judgement as there are limited historic cash flows on which to base the
future cash flows on. Discussions are held within the Group between the relevant technical, commercial and
finance employees on the expected future cash flows of patents in individual territories;
Judgement is also applied when patent costs are reviewed in particular when considering patents in products
and territories that are not integral to the future business plans.
Distinguishing the research and development phases of new products and determining whether the recognition
requirements for the capitalisation of development costs are met and their subsequent amortisation period
requires judgement. After capitalisation management monitors whether the recognition requirements continue
to be met and whether there are any indicators that capitalised costs may be impaired.
Exceptional items are identified separately on the face of the statement of comprehensive income when they
have a significant impact on the trading performance. A judgement exists as to what items may be classified
as exceptional.
Measurement convention
The financial statements are prepared on the historical cost basis. Non-current assets and disposal groups held
for sale are stated at the lower of previous carrying amount and fair value less costs to sell.
Basis of consolidation
Subsidiaries
The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 30 June
2016.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised
gains and losses on transactions between Group companies. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by
the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, applicable.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the
non-controlling interests based on their respective ownership interests.
32
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
Revenue recognition
Revenue is recognised to the extent that economic benefits will flow to the Group and the revenue can be reliably
measured:
● Royalty income is recognised in the year in which the royalties have been earned;
● Engineering support income, being payments for support work to assist third parties in the development of the
Group’s technology for their own use, is recognised as work is completed; and
● Product sales to customers are recognised on customer acceptance of the goods.
● Revenue generated under finance lease agreements are recognised in full as the risks and rewards of the
goods are transferred to the lessee. The interest element of the deal is spread over the life of the lease.
● Revenue generated under operating lease agreements is recognised in the month that the service is provide
to the end user.
● License revenue is recognised in accordance with the contractual agreement for each deal.
Revenue represents sales to external customers at invoiced amounts net of VAT and other sales related taxes.
Segment reporting
As referred to in the Chairman’s statement the Group, with the successful sale of IntelliSAW, now has two
reportable segments being the unique trading divisions, SAWsense and Translogik, which make use of technology
developed by the group to measure and record temperature, pressure and torque.
The business revenues include royalties, engineering support and sale of product in relation to this technology.
Information regarding the Group’s segments is included in the primary statements and notes to the financial
statements. Revenue and EBITDA are the Group’s key focus and in turn is the main performance measure adopted
by management.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment.
Depreciation of property, plant and equipment
Depreciation is charged to the statement of comprehensive income on a straight line basis over the estimated
useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
Plant and Equipment 3 – 5 years; and
Fixtures and Fitting 3 – 10 years; and
Motor Vehicles 4 years
The assets’ estimated residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date.
33
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
Research and development
Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period
in which it is incurred. Development costs incurred on specific projects are capitalised when all the following
conditions are satisfied:
Completion of the intangible asset is technically feasible so that it will be available for use or sale
The Group intends to complete the intangible asset and use or sell it
The Group has the ability to use or sell the intangible asset
The intangible asset will generate probable future economic benefits. Among other things, this requires that
there is a market for the output form the intangible asset or for the intangible asset itself, or, if it is to be used
internally, the asset will be used in generating such benefits
There are adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset, and
The expenditure attributable to the intangible asset during its development can be measure reliably.
All new expenditure on research and development activities in the year has been capitalised. The amortisation of
this expenditure will be over 3 years to align with the products anticipated life.
Historic expenditure on development activities has been capitalised and is being amortised over 10 years on a
straight line basis.
Patent fees
Externally acquired patent fees are capitalised at cost and treated as an intangible asset. Amortisation is charged
to administrative expenses in the statement of comprehensive income over the period to which the patent relates
which is generally 15 to 20 years.
In the event that a patent is superseded and the original intellectual property is embedded in a new patent, the
costs of that patent and the later patents are regarded as the costs of the original patent and amortised over the
life of the new patent.
Patents are reviewed annually, reviewing their strategic and commercial value on a territory by territory basis. Any
impairment that is identified is recognised immediately in the statement of comprehensive income.
Intangible assets and goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents amounts
arising on acquisition of subsidiaries and is the difference between the consideration transferred and the fair value
of the identifiable assets, liabilities and contingent liabilities acquired. Identifiable intangibles are those which can
be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units
and is not amortised but is tested annually for impairment.
34
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the asset’s recoverable amount is estimated.
The recoverable amount of an asset is the greater of its net selling price and its value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. Where the asset
does not generate cash flows that are largely independent from other assets, the recoverable amount is assessed
by reference to the cash generating unit to which the asset belongs.
Whenever the carrying amount of an asset, or its cash generating unit, exceeds its recoverable amount, an
impairment loss is recognised as an expense in the statement of comprehensive income.
Investments in subsidiary undertakings
In the company’s financial statements, investments in subsidiary undertakings are stated at cost unless, in the
opinion of the directors, there has been an impairment to their value in which case they are immediately written
down to their estimated recoverable amount.
Pension costs
Contributions to the Company’s defined contribution scheme are charged to the statement of comprehensive
income in the year to which they relate.
Operating lease agreements
Rental payments under operating leases are charged to the statement of comprehensive income on a straight line
basis over the term of the lease.
Current taxation
The tax currently payable is based on taxable profit for the year. Taxable profit may differ from the net profit shown
in the statement of comprehensive income because it excludes income or expenses that are taxable or deductible
in other years and furthermore it might exclude other items that are never taxable or deductible.
Current tax is provided at amounts expected to be paid or recovered using tax rates and laws enacted or
substantially enacted at the balance sheet date.
Deferred taxation
Deferred tax is provided in full, using the liability method. It represents the tax payable on temporary differences
between the carrying amounts of assets and liabilities in the financial statements as compared to corresponding
tax values used in the computation of taxable profit.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised.
Deferred tax assets and liabilities are measured using tax rates and laws enacted or substantially enacted at the
balance sheet date.
35
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents for the purposes only of the statement of cash flows.
Foreign currencies
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arise on consolidation,
are translated to the Group’s presentational currency Sterling at foreign exchange rates ruling at the balance sheet
date.
The revenues and expenses of foreign operations are translated into Sterling upon consolidation. Where significant
exchange differences arising from this translation of foreign operations these are reported as an item of other
comprehensive income and accumulated in the translation reserve or non-controlling interest, as the case may be.
Foreign currency transactions are translated into the functional currency of the respective group entity, using the
exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and
losses resulting from the settlement of such transactions and from the remeasurement of monetary items
denominated in foreign currency at year-end exchange rates are recognised in profit or loss.
Share-based payment transactions
The Company issues equity settled share based payments to certain employees. Equity settled share based
payments are measured at fair value at the date of grant. The fair value so determined is expensed on a straight-
line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. The amount
recognized as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture
is due only to share prices not achieving the threshold for vesting.
The fair value of services received in return for share options granted is measured by reference to the fair value of
the share options. The estimate of the fair value of the services received is measured based on the Black-Scholes
Option Pricing Model. This model takes into account the following variables: exercise price, share price at date of
grant, expected term, expected share price volatility, risk free interest rate and expected dividend yield.
Provisions
Provisions are recognised when the Group has a present obligation as result of a past event, and it is probable
that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of
the expenditure. Provisions are discounted if the effect of doing so is material. A pre-tax rate that reflects risks
specific to the liability is applied to the expected cash flows.
Trade receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method, less any impairment losses.
Trade payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured
at amortised cost using the effective interest method.
36
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
4
Accounting policies (continued)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out
principle and includes expenditure incurred in acquiring the inventories, production or conversion costs and
other costs in bringing them to their existing location and condition. In the case of manufactured inventories
and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Leasing
Leases are classified as finance leases whenever the terms of the contract transfers substantially all the risk and
rewards of ownership to the lessee. All other contracts are classified as operating leases.
In accordance with IAS 17 the Company is considered to be a lessor for its arrangements with customers. The
Company provides asset finance to its customers under finance lease and hire purchase arrangements.
Lease contracts with customers are recognised as finance lease receivables which are included within trade and
other receivables at the Company’s net investment in the lease which equals the net present value of the future
minimum lease payments. Finance lease income is recognised as revenue in the period to reflect a constant
periodic rate of return on the Company’s remaining net investment in respect of the lease.
Short term deposit
The short term deposit shown within other debtors represents funds held in escrow in relation to the disposal of
IntelliSAW fee and the associated license fee income. These funds mature in October 2016 with no expected
impairment.
5
Revenue and segmental reporting
The tables below set out the Group’s revenue split and operating segments.
Revenue
North America
Chile
United Kingdom & Europe
Australia
Rest of the World
Year ended
30 June 2016
£'000
Year ended
30 June 2015
£'000
3,506
576
541
409
90
----------------------------------------------
5,122
=============================================
316
454
301
85
92
----------------------------------------------
1,248
=============================================
37
Notes to the financial statements (continued)
5
Revenue and segmental reporting (continued)
Segments
Year ended 30 June 2016
Sales
Gross profit
Allocated overheads
Contribution
Group overheads
Loss from discontinued operations
Profit before taxation
Taxation
Profit for the year
Year ended 30 June 2015
Sales
Gross profit
Allocated overheads
Contribution
Group overheads
Loss from discontinued operations
Profit before taxation
Taxation
Profit for the year
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Translogik
£'000
SAWsense
£'000
1,633
3,489
Total
£'000
5,122
=============================================
=============================================
=============================================
936
(955)
----------------------------------------------
3,150
4,086
(329)
----------------------------------------------
(1,284)
----------------------------------------------
(19)
----------------------------------------------
2,821
----------------------------------------------
2,802
----------------------------------------------
(1,206)
(472)
----------------------------------------------
1,124
60
----------------------------------------------
1,184
=============================================
Translogik
£'000
SAWsense
£'000
Total
£'000
922
=============================================
326
=============================================
1,248
=============================================
562
(578)
----------------------------------------------
277
(644)
----------------------------------------------
839
(1,222)
----------------------------------------------
(16)
----------------------------------------------
(367)
----------------------------------------------
(383)
----------------------------------------------
(1,743)
(1,042)
----------------------------------------------
(3,168)
48
----------------------------------------------
(3,120)
=============================================
38
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
5
Revenue and segmental reporting (continued)
During the year ended 30 June 2016 there was 1 (year ended 30 June 2015: 1) customer whose turnover
accounted for more than 10% of the Group’s total revenue as follows:
Year ended 30 June 2016
Customer A
Year ended 30 June 2015
Customer A
Revenue
£'000
Percentage
of total
3,037
59%
Revenue
£000
Percentage
of total
391
31%
All non-current assets are held in the UK, with the exception of some property, plant and equipment, and a motor
vehicle of £0.04m (year ended 30 June 2015: £0.04m) which is held in China and Chile.
6
Discontinued operation
On 21 October 2015 the company disposed of the IntelliSAW division to Emerson Electrical Co. The division was
classified as held for sale and as a discontinued operation in the June 2015 financial statements
At the date of disposal, the carrying amounts of the divisions’ net assets were as follows
Property plant and equipment
Inventories
Trade and other recoverable
Trade and other payables
Total net assets
Cash consideration received
Profit on disposal
£'000
22
152
45
(33)
----------------------------------------------
186
----------------------------------------------
218
----------------------------------------------
32
----------------------------------------------
The profit on disposal is included in the loss for the year from discontinued operations in the consolidated statement of
comprehensive income. The division was previously reported in the IntelliSAW segment
The results of the IntelliSAW division until the date of disposal were as follows:
Revenue
Expenses
Loss before tax
Tax expense
Loss for the year
Profit before tax on disposal as above
Related tax expense
Net loss on disposal
2016
£'000
2015
£'000
51
(555)
(504)
-
(504)
389
(1,430)
(1,041)
-
(1,041)
32
-
(472)
Loss for the year from discounted operations
(472)
(1,041)
39
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
6
Discontinued operation (continued)
The carrying amount of the disposal group in the prior year was summarised as follows:
Group
Inventories
Trade and other recoverable
Trade and other payables
Cash flows from (used in) discontinued operations
2016
£'000
-
-
-
-
2015
£'000
170
137
(79)
228
(Debt)/cash used in operating activities
(Debt)/cash used in investing activities
(Debt)/cash from financing activities
(Debt)/cash from discontinued operations
7
Assets held for sale
Assets classified as held for sale
Inventories
Trade and other receivables
Liabilities classified as held for sale
Trade and other payables
2016
£'000
(472)
218
-
----------------------------------------------
(254)
=============================================
Group
2015
£'000
(1,041)
-
-
----------------------------------------------
(1,041)
=============================================
2016
£'000
(309)
115
-
----------------------------------------------
(194)
=============================================
Company
2015
£'000
42
-
-
----------------------------------------------
42
=============================================
30 June 2016
£'000
Group
30 June 2015
£'000
30 June 2016
£'000
Company
30 June 2015
£'000
-
-
----------------------------------------------
-
=============================================
170
137
----------------------------------------------
307
=============================================
-
-
----------------------------------------------
-
=============================================
170
79
----------------------------------------------
249
=============================================
Group
30 June 2016
£'000
30 June 2015
£'000
Company
30 June 2016
£'000
30 June 2015
£'000
-
----------------------------------------------
-
=============================================
79
----------------------------------------------
79
=============================================
-
----------------------------------------------
-
=============================================
102
----------------------------------------------
102
=============================================
8
Expenses and auditor’s remuneration
Included in the profit are the following:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Operating lease rentals payable – Land & Building
Gain on foreign exchange transactions
Year ended
30 June 2016
£'000
Year ended
30 June 2015
£'000
111
170
82
(160)
=============================================
88
160
129
(45)
=============================================
40
Notes to the financial statements (continued)
8
Expenses and auditor’s remuneration (continued)
Auditors’ remuneration for the Group and Company:
Audit of these financial statements
9
Staff numbers and costs
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Year ended
30 June 2016
£'000
Year ended
30 June 2015
£'000
35
=============================================
35
=============================================
The average number of persons employed by the Group (including directors) during the year, analysed by
category, was as follows:
Management and technical
Administration
Non-executive directors
Number of employees
Year ended
30 June 2016
Year ended
30 June 2015
21
5
2
----------------------------------------------
28
=============================================
25
5
2
----------------------------------------------
32
=============================================
The aggregate payroll costs including directors of these persons were as follows:
Wages and salaries
Share based payments (note 22)
Social security costs
Contributions to defined contribution pension plans
10
Directors’ remuneration
Directors’ emoluments
Directors benefits
Employers national insurance
Share based payments (note 22)
Fees payable for consulting services
Year ended
30 June 2016
£'000
Year ended
30 June 2015
£'000
1,653
-
162
16
----------------------------------------------
1,831
=============================================
1,968
8
194
16
----------------------------------------------
2,186
=============================================
Year ended
30 June 2016
Year ended
30 June 2015
£'000
£'000
414
10
----------------------------------------------
424
386
8
----------------------------------------------
394
52
-
-
=============================================
49
-
10
=============================================
The aggregate of emoluments and amounts receivable under long term incentive schemes of the highest paid
director was £163,017 (2015: £161,998). No company pension contributions were made to a money purchase
scheme on his behalf (2015: nil). During the year, the highest paid director did not receive any additional share
options awards. The highest paid director did not exercise share options under long term incentive schemes and
no shares were received or receivable by the director in respect of qualifying services under a long term incentive
scheme (2015: nil).
41
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
10
Directors’ remuneration
The number of directors accruing retirement benefits under money purchase schemes in the year was nil (2015:
nil).
The number of directors who exercised share options in the year was nil (2015: nil)
The number of directors in respect of whose services were received or receivable under long term incentive
schemes was nil (2015: nil).
11
Finance income and expense
Recognised in profit or loss
Finance income
Interest income on cash on deposit
Total finance income
12
Taxation
Recognised in the statement of comprehensive income
Current tax expense
Current year
Adjustment for previous year
Tax credit in statement of comprehensive income
Year ended
30 June 2016
£'000
Year ended
30 June 2015
£'000
45
6
----------------------------------------------
51
=============================================
65
9
----------------------------------------------
74
=============================================
Year ended
30 June 2016
Year ended
30 June 2015
£'000
£'000
1
(30)
----------------------------------------------
(29)
=============================================
45
3
----------------------------------------------
48
=============================================
42
Notes to the financial statements (continued)
12
Taxation (continued)
Reconciliation of effective tax rate
Profit/(loss) for the year
Total tax credit
Profit/(loss) before tax
Tax calculated at the average standard UK corporation tax rate of 20.00%
(2014: 20.75%)
Expenses not deductible for tax purposes
Current year losses for which no deferred tax asset was recognised
Adjustment for overseas profits
Research and development tax relief/tax credit
Losses surrendered for research and development credit
Utilisation of capital losses
Utilisation of trading losses
Prior year adjustment
Total tax credit
A deferred tax asset has not be recognised in respect of the following item:
Tax Losses
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Year ended
30 June 2016
Year ended
30 June 2015
£'000
1,124
-
----------------------------------------------
1,124
=============================================
£'000
(3,120)
(48)
----------------------------------------------
3,168
=============================================
225
36
-
(14)
(70)
-
(6)
(170)
(657)
59
550
-
(48)
48
-
-
(30)
----------------------------------------------
(29)
=============================================
-
----------------------------------------------
(48)
=============================================
3,361
3,671
=============================================
=============================================
Reductions in the UK corporation tax rate from 21% to 20% (effective from 1 April 2015) has been enacted. This
will reduce the company’s future current tax charge accordingly. Deferred tax has been calculated at the rate of
20% substantively enacted at the balance sheet date. The effect of this change is that profits arising in 2016 are
taxable at a rate of approximately 20.00%. The deferred tax asset as at 30 June 2016 has been calculated based
on the rate of 20% substantively enacted at the balance sheet date.
The Group has tax losses, subject to agreement by HM Revenue and Customs, in the sum of £16.76m (2015:
£17.66m), which are available for offset against future profits of the same trade. There is no expiry date for tax
losses. An appropriate asset will be recognised when the Group can demonstrate a reasonable expectation of
sufficient taxable profits to utilise the temporary differences.
The June 2015 Budget announced that the rate will further reduce to 19% by 2017 and a further reduction to
18% by 2020 which was reduced further to 17% in the 2016 Budget. These further reductions in the main UK
corporation tax rate have yet to be enacted.
As a result the effective tax rate used to calculate the current tax for the period ended 30 June 2016 was 20.00%
(2015: 20.75%).
43
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
13
Property, plant and equipment – Group
Cost
Balance at 1 July 2014
Additions
Currency adjustment on non UK assets
Balance at 30 June 2015
Balance at 1 July 2015
Additions
Disposal
Balance at 30 June 2016
Depreciation and impairment
Balance at 1 July 2014
Depreciation charge for the period
Currency adjustment on non UK assets
Balance at 30 June 2015
Balance at 1 July 2015
Depreciation charge for the period
Disposal
Balance at 30 June 2016
Net book value
At 1 July 2014
At 1 July 2015
At 30 June 2016
Plant and
Equipment
£'000
Fixtures and
Fittings
£'000
591
113
7
----------------------------------------------
711
=============================================
711
105
(77)
----------------------------------------------
739
=============================================
478
52
5
----------------------------------------------
535
=============================================
535
87
(55)
----------------------------------------------
567
=============================================
113
=============================================
176
=============================================
172
=============================================
34
136
-
----------------------------------------------
170
=============================================
170
9
(18)
----------------------------------------------
161
=============================================
2
34
-
----------------------------------------------
36
=============================================
36
21
(18)
----------------------------------------------
39
=============================================
32
=============================================
134
=============================================
122
=============================================
Motor
Vehicles
£'000
10
-
-
----------------------------------------------
10
=============================================
10
16
-
----------------------------------------------
26
=============================================
2
2
-
----------------------------------------------
4
=============================================
4
3
-
----------------------------------------------
7
=============================================
8
=============================================
6
=============================================
19
=============================================
Total
£'000
635
249
7
----------------------------------------------
891
=============================================
891
130
(95)
----------------------------------------------
926
=============================================
482
88
5
----------------------------------------------
575
=============================================
575
111
(73)
----------------------------------------------
613
=============================================
153
=============================================
316
=============================================
313
=============================================
44
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
14
Property, plant and equipment – Company
Cost
Balance at 1 July 2014
Additions
Balance at 30 June 2015
Balance at 1 July 2015
Additions
Balance at 30 June 2016
Depreciation and impairment
Balance at 1 July 2014
Depreciation charge for the period
Balance at 30 June 2015
Balance at 1 July 2015
Depreciation charge for the period
Balance at 30 June 2016
Net book value
At 1 July 2014
At 1 July 2015
At 30 June 2016
Plant and
equipment
£'000
Fixtures and
fittings
£'000
526
110
----------------------------------------------
636
=============================================
636
103
----------------------------------------------
739
=============================================
436
47
----------------------------------------------
483
=============================================
483
84
----------------------------------------------
567
=============================================
90
=============================================
153
=============================================
172
=============================================
26
125
----------------------------------------------
151
=============================================
151
8
----------------------------------------------
159
=============================================
1
18
----------------------------------------------
19
=============================================
19
20
----------------------------------------------
39
=============================================
25
=============================================
132
=============================================
120
=============================================
Motor
vehicles
£'000
10
-
----------------------------------------------
10
=============================================
10
-
----------------------------------------------
10
=============================================
2
2
----------------------------------------------
4
=============================================
4
3
----------------------------------------------
7
=============================================
8
=============================================
6
=============================================
3
=============================================
Total
£'000
562
235
----------------------------------------------
797
=============================================
797
111
----------------------------------------------
908
=============================================
439
67
----------------------------------------------
506
=============================================
506
107
----------------------------------------------
613
=============================================
123
=============================================
291
=============================================
295
=============================================
45
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
15
Intangible assets
Group and company intangible assets
Cost
Balance at 1 July 2014
Additions
Adjustment
Balance at 30 June 2015
Balance at 1 July 2015
Additions
Balance at 30 June 2016
Amortisation and impairment
Balance at 1 July 2014
Amortisation for the period
Balance at 30 June 2015
Balance at 1 July 2015
Amortisation for the period
Balance at 30 June 2016
Net book value
At 1 July 2014
At 1 July 2015
At 30 June 2016
Goodwill
£'000
50
-
-
----------------------------------------------
50
=============================================
50
-
----------------------------------------------
50
=============================================
-
-
----------------------------------------------
-
=============================================
-
-
----------------------------------------------
-
=============================================
50
=============================================
50
=============================================
50
=============================================
Patents
rights and
trademarks
£'000
Development
costs
£'000
1,435
63
(3)
----------------------------------------------
1,495
=============================================
1,495
82
----------------------------------------------
1,577
=============================================
939
52
----------------------------------------------
991
=============================================
991
62
----------------------------------------------
1,053
=============================================
496
=============================================
504
=============================================
524
=============================================
1,079
-
-
----------------------------------------------
1,079
=============================================
1,079
176
----------------------------------------------
1,255
=============================================
719
108
----------------------------------------------
827
=============================================
827
108
----------------------------------------------
935
=============================================
360
=============================================
252
=============================================
320
=============================================
Total
£'000
2,564
63
(3)
----------------------------------------------
2,624
=============================================
2,624
258
----------------------------------------------
2,882
=============================================
1,658
160
----------------------------------------------
1,818
=============================================
1,818
170
----------------------------------------------
1,988
=============================================
906
=============================================
806
=============================================
894
=============================================
Amortisation and impairment charge
The amortisation is recognised in the following line items in the statement of comprehensive income:
Administrative expenses
2016
£'000
2015
£'000
170
----------------------------------------------
170
=============================================
160
----------------------------------------------
160
=============================================
46
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
15
Intangible assets (continued)
Development Costs
Development expenditure of the new iTrack II was capitalised in the year was £0.18m (2015: £nil). It has been
determined that this will have a useful economic life of 3 years. The amount of research and development
expenditure expensed in the Income Statement for the year was £nil (2015: £0.12m)
Impairment testing
Impairment testing has been performed over the total balance of intangible assets which are allocated to the one
cash generating unit of the Group, that of the development and sales of SAWsense.
The recoverable amount of goodwill is determined from value-in-use calculations, which use budgeted cash flows
for year one and cash flow projections for years 2 to 5, an average growth rate of 8% has been applied to these.
For cash flow after year 5 and up to the useful life of the goodwill, a steady state based on year 5 cash flow has
been assumed.
The key assumptions forming inputs to cash flows are revenues and margins. The forecasts have been discounted
at a pre-tax discount rate of 10%.
16
Investments in subsidiaries
The Group and Company have the following investments in subsidiaries:
Status
Country of
Incorporation
Class of
shares held
Translogik RFID Ltd
Dormant
UK
IntelliSAW Inc.
Dormant
USA
Translogik Ltd (Formerly Cranwick Ltd)
Dormant
UK
Transense K.K.
Dormant
Japan
Transense Technologies Chile SPA
Trading
Chile
Transense Electronics Technology
(Shanghai) Co. Ltd
Dormant
China
Ordinary
Shares
Ordinary
Shares
Ordinary
Shares
Ordinary
Shares
Ordinary
Shares
Ordinary
Shares
The following investments are included in the Company balance sheet at £3k. (2015: £3k).
Ownership
2016
2015
100%
100%
100%
100%
100%
100%
100%
100%
100%
N/A
100%
N/A
Transense KK
Year ended
30 June 2016
£'000
Company
Year ended
30 June 2015
£'000
3
----------------------------------------------
3
=============================================
3
----------------------------------------------
3
=============================================
47
Notes to the financial statements (continued)
17
Inventories
Raw materials
Finished goods
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
30 June 2016
£'000
Group & Company
30 June 2015
£'000
224
347
----------------------------------------------
571
=============================================
174
410
----------------------------------------------
584
=============================================
Raw materials, consumables and changes in finished goods and work in progress recognised as cost of sales in
the year ended 30 June 2016 amounted to £0.76m (2015: £0.64m). The write-down of inventories to net realisable
value amounted to £nil (2015: £nil).
18
Trade and other receivables
Amounts falling due within one year
Trade receivables
Allowance for doubtful debts
Other receivables
Trade finance lease receivables
Short term deposit
Accrued income
Prepayments
30 June 2016
£'000
Group
30 June 2015
£'000
30 June 2016
£'000
Company
30 June 2015
£'000
508
(8)
----------------------------------------------
500
176
539
301
32
194
----------------------------------------------
1,742
=============================================
200
(75)
----------------------------------------------
125
94
304
-
-
132
----------------------------------------------
655
=============================================
478
(8)
----------------------------------------------
470
168
539
301
32
179
----------------------------------------------
1,689
=============================================
188
(75)
----------------------------------------------
113
92
304
-
-
132
----------------------------------------------
641
=============================================
As at 30 June 2016 there were no past due but not impaired trade receivables.
19
Trade leases and unearned finance income
The group offers its iTrack solution to be sold via a finance lease, in which a significant portion of the risks and
rewards of ownership are transferred to the lessee. The amount due after one year is shown as a non-current
asset in the Group and Company Balance sheet.
30 June 2016
Lease payments
Unearned finance income
Net present values
Group and Company
Minimum lease payments due
Within 1 year
1 to 5 years
after 5 years
£'000
539
(23)
£'000
383
(5)
£'000
-
-
Total
£'000
922
(28)
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
516
378
-
894
=============================================
=============================================
=============================================
=============================================
48
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
20
Cash and cash equivalents
Cash and cash equivalents per balance
sheet
Cash and cash equivalents per cash flow
statements
21
Trade and other payables
Current
Trade payables
Provisions
Amounts due to group undertakings
Non-trade payables and accrued expenses
30 June 2016
£'000
Group
30 June 2015
£'000
30 June 2016
£'000
Company
30 June 2015
£'000
3,654
472
3,641
415
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
3,654
=============================================
472
=============================================
3,641
=============================================
415
=============================================
Group
Year ended
30 June 2016
£'000
Year ended 30
June 2015
£'000
Year ended
30 June 2016
£'000
327
53
-
287
----------------------------------------------
637
=============================================
148
-
-
270
----------------------------------------------
418
=============================================
320
53
157
272
----------------------------------------------
802
=============================================
Company
Year ended
30 June 2015
£'000
144
-
-
264
----------------------------------------------
408
=============================================
22
Employee benefits
Defined contribution plans
The Group operates a defined contribution pension plan.
The total expense relating to these plans in the year ended 30 June 2016 was £0.02m (year ended 30 June
2015: £0.02m).
Share-based payments – Group and Company
The Group and Company has two share option plans, the Unapproved Discretionary Share Option Scheme
and Enterprise Management Share Option scheme the principal provisions of which are summarised below:
Options to subscribe for Ordinary Shares of the Company may be granted (at the discretion of the Board)
to selected employees or directors of the Company. No consideration is payable for the grant of an option.
Options are not transferable or assignable.
The fair value of share options granted is recognised as an employee expense, within administrative
expenses, with a corresponding increase in reserves. All options are settled by the physical delivery of
shares.
The fair value of services rendered in return for share-based payments granted is measured by reference
to the fair value of those share-based payments. The estimate of the fair value of services received is
measured with reference to the Black-Scholes options pricing model. The Black-Scholes model takes into
account the exercise price, share price at grant date, expected term and expected share price volatility.
The volatility level depends on the date of grant and for the current live options has varied from 59.2% to
108.0%. (2015: 59.2% to 108.0%). The risk free interest rate adopted was 0.65% (2015: 0.65 %) and an
expected dividend yield of nil pence (2015: nil). The key variable is share price volatility. For the year ended
30 June 2016 the charge to the profit and loss for the year was £nil (2015: £0.01m)
49
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
22
Employee benefits (continued)
Unapproved Discretionary Share Option Scheme
At 30 June 2016 the following share options remained outstanding under the Company’s Unapproved Discretionary
Share Option Scheme. The new Share Options granted on 27 October 2014 were in respect of an US employee.
.
Number of Options
Cancelled/
30 June
Granted
Expired
Exercised
2016
Option
Price
Date of
Grant
Date of Exercise
First
Last
-
-
-
(6,704,236)
-
-
805,000
04.00p
22.12.11
22.12.12
22.12.17
-
07.50p
15.08.13
15.08.13
06.03.22
1 July 2015
805,000
6,704,236
The assumptions used in the valuation of the current share options are as follows, the value attributable to
the older options has been accounted in earlier periods:
Date of
grant
Estimated
fair value
Share price Option
price
Expected
volatility
Expected
Life – Years
Risk free
rate
Expected
dividends
27.10.14
£0.0115
£0.0625
£0.0750
72.26%
1.50
0.65%
Nil
%
%
%
Enterprise Management Incentive Option Scheme
At 30 June 2016, the following shares remained outstanding under an Enterprise Management Incentive Option
Scheme.
Number of Options
Option
Price
Date of
Grant
Date of Exercise
First
Last
30 June
Granted Cancelled
Exercised
2016
-
-
-
-
-
-
-
-
(1,000,000)
-
-
(400,000)
(250,000)
-
-
-
-
-
-
-
-
13,240,000
04.00p
22.12.11
22.12.12
22.12.17
-
07.05p
05.03.12
05.03.13
05.03.22
1,000,000
06.25p
10.05.12
25.12.12
10.05.22
1,500,000
10.25p
02.08.12
02.08.13
02.08.22
400,000
07.25p
09.07.13
09.07.16
09.07.23
-
07.25p
13.01.14
13.01.17
13.01.24
2,305,000
04.00p
05.02.14
01.03.14
31.01.18
1 July 2015
13,240,000
1,000,000
1,000,000
1,500,000
800,000
250,000
2,305,000
23
Share Capital
Issued Share Capital
On issue at 1 July 2015
Issued for cash Ordinary Shares at £0.01 on
9 July 2014
Issued for cash Ordinary Shares at £0.01 on
28 July 2015
Issued for cash Ordinary Shares at £0.01 on
7 August 2015
On issue at 30 June 2016– fully paid
Ordinary shares of 1 pence
30 June 2015
30 June 2016
Deferred shares of 9 pence
30 June 2015
30 June 2016
295,671,094
290,131,984
75,807,138
75,807,138
-
5,539,110
135,063,334
-
41,580,000
----------------------------------------------
472,314,428
========================================
-
----------------------------------------------
295,671,094
=========================================
----------------------------------------------
----------------------------------------------
75,807,138
========================================
75,807,138
=========================================
50
Notes to the financial statements (continued)
23
Share capital (continued)
Allotted, called up and fully paid
Ordinary shares of £0.01 each
Deferred shares of £0.09 each
Shares classified as liabilities
Shares classified in shareholders’ funds
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
30 June
2016
£'000
30 June
2015
£'000
4,723
6,823
----------------------------------------------
11,546
=============================================
11,546
----------------------------------------------
11,546
=============================================
2,956
6,823
----------------------------------------------
9,779
=============================================
-
9,779
----------------------------------------------
9,779
=============================================
The Deferred Shares have very limited rights which are deferred to the Ordinary Shares and effectively carry no
value as a result. Accordingly, the holders of the Deferred Shares are not entitled to receive notice of, attend or
vote at general meetings of the Company, nor are they entitled to receive any dividends or any payment on a return
of capital until at least £10,000,000 has been paid on each Ordinary Share. No application was made for the
Deferred Shares to be admitted to trading on AIM. The Company was given power to arrange for all the Deferred
Shares to be transferred to a custodian or to be purchased for nominal consideration only without the prior sanction
of the holders of the Deferred Shares. No share certificates for the Deferred Shares were issued.
24
Operating leases
Non-cancellable operating lease rentals are payable as follows:
Group and Company
Land &
Buildings
Other Lease
30 June 2016 30 June 2016
£'000
£'000
Land &
Buildings
30 June 2015
£'000
Other Lease
30 June 2015
£'000
Less than one year
Between one and five
More than five years
63
252
158
----------------------------------------------
473
=============================================
-
-
-
----------------------------------------------
-
=============================================
122
449
221
----------------------------------------------
792
=============================================
-
-
-
----------------------------------------------
-
=============================================
The operating lease relates to the lease of premises which is used by the Group and Company. During the period
£0.08m was recognised as an expense in the statement of comprehensive income in respect of operating leases
(year ended 30 June 2015: £0.11m).
25
Basic and fully diluted earnings/(loss) per share
Basic loss per share is calculated by dividing the profit after taxation of £1.15m (2015: loss of £3.12m) by the
weighted average number of ordinary shares in issue during the year of 458,108,483 (2015: 295,534,513).
Unexercised options over the ordinary shares are not included in the calculation of diluted loss per share as they
are anti-dilutive.
Weighted average number of shares – basic
Share option adjustment
Weighted average number of shares – diluted
Year ended
30 June 2016
Year ended
30 June 2015
Number
Number
458,108,483
295,534,513
-
----------------------------------------------
-
----------------------------------------------
458,108,483
=============================================
295,534,513
=============================================
51
Notes to the financial statements (continued)
25
Basic and fully diluted loss per share (continued)
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Year ended
30 June 2016
Year ended
30 June 2015
£'000
£'000
Earnings/(loss) from continuing operations
1,656
(2,079)
From continuing operations
Basic earnings per share
----------------------------------------------
----------------------------------------------
0.36
=============================================
=============================================
Loss from discontinued operations
(472)
(1,041)
From discontinued operations
Basic earnings per share
Earnings attributable to shareholders
Basic earnings per share
----------------------------------------------
----------------------------------------------
(0.10)
=============================================
(0.36)
=============================================
0.26
(1.06)
=============================================
=============================================
There are 20,095,000 share options at 30 June 2016 (2015: 18,445,000) that are not included within diluted
earnings per share because they are anti-dilutive.
26
Financial instruments
Financial risk management overview
The Group has exposure to the following risks, to varying degrees, from its use of financial instruments:
● Credit risk;
● Liquidity risk; and
● Market risk.
This note presents information about the Group’s exposure to liquidity and market risks, the companies’ objectives,
policies and processes for measuring and managing risk, and the companies’ management of capital.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation. The Group has a cash balance at period end totalling £3.65m
(2015: £0.47m). Note 2 describes the potential uncertainties relating to the liquidity risk. The Group has no external
borrowing and finances its operations by raising equity finance on the Alternative Investment Market (AIM).
Financial Assets and Liabilities
The carrying value and fair value for each of the trade and other payables, trade leases and unearned
finance income and trade and other receivables are the same.
52
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
26
Financial instruments (continued)
Cash flow sensitivity analysis for variable rate instruments
Due to the current unprecedented low rates of interest a change of 100 basis points in interest rates at the
reporting date would not have created any material change in the profit or loss for 2016 or 2015.
The directors consider that the Group’s exposure to interest rates is low (2015: low). Cash is invested in
deposits with UK high street banks. Low and falling interest rates will reduce returns on these balances.
This note is in relation to the company’s compliance with IFRS 7.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, equity price and interest
rate risk will affect the Group's income or the value of its holdings of financial instruments.
The table below shows the net un-hedged monetary assets/(liabilities) of the Group that are not denominated
in the functional currency of the operating unit and which therefore give rise to exchange gains and losses in
the income statement.
Functional currency of Group
operation
Sterling
Chilean Peso
US Dollar
Euro
£'000
215
-
-
£'000
729
-
-
At 30 June 2016
215
729
Sterling
Chilean Peso
US Dollar
68
107
US
Dollar
Australian
Dollar
Japanese
Yen
Chinese
Yuan
£'000
£'000
£'000
5
-
-
5
1
(3)
(1)
-
-
-
-
(3)
(1)
54
(3)
At 30 June 2015
68
107
1
54
(3)
53
Notes to the financial statements (continued)
26
Financial instruments (continued)
At the reporting date the profile of the Group’s financial instruments were:
Financial assets
Loans and receivables comprising:
Trade receivables
Amounts receivable under long term contracts
Short term deposit
Cash and cash equivalents
Financial liabilities
Other financial liabilities at amortised cost
Trade payables
Payments on account
Accruals
Financial liabilities at amortised cost
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
30 June
2016
£000
500
922
301
3,654
----------------------------------------------
5,377
=============================================
326
46
214
----------------------------------------------
586
=============================================
30 June
2015
£000
125
972
-
472
----------------------------------------------
1,569
=============================================
148
-
201
----------------------------------------------
349
=============================================
There was a short term deposit account held at the year end date of £0.30m (2015: £nil).
There was £0.92m of gross trade finance lease assets held on the balance sheet at the year end date. (2015:
£0.97m).
Management of capital
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. In order to do this the group may issue new shares in the future.
There were no changes to the Group’s approach to capital management during the year. The Group is not subject
to externally imposed capital requirements.
The board recognises that the capital structure of the Company, which currently includes effectively worthless
Deferred Shares and a substantial Share Premium Account, is no longer fit for purpose. The Board are therefore
bringing forward proposals at the forthcoming AGM for a reduction in share capital by the cancellation of the
deferred shares and the share premium account. This will result in the Company having distributable reserves
enabling the payment of dividends from income or return capital to shareholders from major licensing transactions
or partial disposals in future. Additionally, it is proposed that the ordinary share capital is subject to a 50:1
consolidation to mitigate the effect of prior dilutions on the unit price per share. This is designed to reduce trading
spreads and transaction costs for shareholders in future dealings.
27
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations.
Financial instruments that may subject the Group to credit risk consist of cash, cash equivalents, and trade and
other receivables. The maximum credit exposure was £1.42m (2015: £1.30m) which is the respective carrying
amounts (which is not significantly different to their fair value and contractual cash flow). There were no material
financial assets that were past due at the period end.
At 30 June 2016 the Group’s cash was divided between current accounts £0.634m (2015: £0.15m) and £3.02m in
fixed rate monthly deposits (2015: £0.32m) with a weighted average interest rate for the year of 0.25% (2015:
0.25%). Cash and cash equivalents are held only in high street banks.
54
Transense Technologies plc
Annual report and financial statements
For the year ended 30 June 2016
Notes to the financial statements (continued)
27 Credit risk (continued)
The Group offers trade credit to customers, who are well established and major companies, in the normal course
of business. The Group operates stringent credit control procedures on potential customers before allowing credit.
The Group continually monitors its position with, and the credit quality of, the financial institutions, which are
counterparts to its financial instruments, and does not anticipate non-performance or that there is a concentration
of credit risk. Credit risk is considered to be low given the cash position of the Group and that there is a low
exposure level in the trade and other receivables.
28
Contingencies and commitments
Group
The Group had no capital commitments or contingent liabilities as at 30 June 2016 (2015: £nil).
Company
The Company has no capital commitments or contingencies as at 30 June 2016 (2015: £nil).
29 Warrants
Warrants outstanding as at 30 June 2016 totalled 4,307,344 exercisable at 1.5p per share and expiring on 28 July
2017. (2015: 412,434).
30
Related parties
Group
Transactions with key management personnel who are defined as the directors of the Company and their
immediate relatives control 1% of the voting shares of the Company.
The compensation of key management personnel (being the directors) holding more than 1% is as follows:
Group and Company
Year ended
30 June 2015
Year ended
30 June 2016
£000
Key management emoluments
Social security costs
-
-
----------------------------------------------
-
=============================================
£000
162
21
----------------------------------------------
183
=============================================
55