Touchstar Plc Regulatory News (TST)

28 May 2020

Touchstar plc

Preliminary results for the year ended 31 December 2019

The Board of Touchstar plc ((AIM:TST) 'Touchstar', the 'Company' or 'the Group'), suppliers of mobile data computing solutions and managed services to a variety of industrial sectors, is pleased to announce its final results for the year ended 31 December 2019.

Key Financials:

* Refer to note 6 for definition

Commenting today, Ian Martin, Chairman of Touchstar, said:

"Our achievements in 2019 - increasing the order book (at the year-end by 372%), generating £554,000 of free cash, selling Onboard (our loss-making airline business) and lowering the cost base by over £500,000 - all had outcomes that brought benefits to the longer term, and in this C-19 crisis they are vital factors assisting us to survive and then prosper.

At the start of the C-19 event Touchstar plc was defensively positioned with cash in the bank, no net debt, a lowered cost base, a strong order book. We traded profitably in the first quarter of 2020, in what is historically a weak quarter for the Group.

That trend continued into April, our current expectation is the momentum we had in place going into the crisis should enable a favourable outcome at the half year.

How this ultimately plays out is candidly impossible to predict. We are working tirelessly to navigate a path through the C-19 crisis. We are blessed with many positive factors which are currently keeping us on track."

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

For further information please contact:

Information on Touchstar plc can be seen at: www.touchstarplc.com

CHAIRMAN'S STATEMENT 2019

I hope everyone is all right in what are uncertain, strange and troubling times for many people.

I am breaking with convention in this statement. I will cover both the statutory reporting on the results for the year ended 31 December 2019 ("FY2019") and the impact of the current Covid C-19 ("C-19") crisis on Touchstar.

Shareholders will probably be as interested in the shape of Touchstar today as in the results for FY2019, in what is a radically changed world - 2019 feels a long time ago.

Our achievements in 2019 - increasing the order book (at the year-end by 372%), generating £554,000 of free cash, selling Onboard (our loss-making airline business) and lowering the cost base by over £500,000 - all had outcomes that brought benefits to the longer term, and in this C-19 crisis they are vital factors assisting us to survive and then prosper.

In outlining our response to the C -19 crisis I will not speculate about the macro issues of this pandemic as I am not qualified to do so, but I will focus on the actions we have taken and summarise what we are expecting.

At Touchstar we are very determined to navigate through what are very challenging times.

Financial Results 2019

The Group's results for FY2019 show a top line revenue growth of 3.2% to £7.1 million (FY 2018: £6.9 million). If one focuses on continuing operations (that is excluding Onboard) the growth rate was even more impressive at 7.2%, with revenue rising to £6.7 million (FY2018: £6.2 million).

Sales growth was driven by Touchstar's new products and services as they became established. The year-end order book was up 372% to £1.2 million compared with £0.25 million at the end of 2018.

Margins continued to rise to 53.9% (FY2018: 51.1%) reflecting a continuation of the move to a more software and solution orientated sale.

Improved margins, combined with the revenue growth, resulted in the after-tax loss before exceptional costs being reduced by 85% to £89,000 (FY2018: loss £582,000). The adjusted loss per share was 1.05p (FY2018: loss 6.95p).

As of 31 December 2019, the Group had net cash of £850,000 (FY2018: £296,000).

I have often referenced the cash generative nature of our business. In 2019 we generated £554,000 of free cash. This was achieved even after a further £1.1 million was invested in new product development and a sizeable cash outflow arising from exceptional costs of £412,000 (FY2018: £334,000) associated with the restructuring and the well-timed sale of our loss-making airline business. We entered 2020 with a cost base lowered by £571,000.

In the last quarter of 2019 Jon Hall stepped down as a director of the company. Jon had been with Touchstar for many years and I would like to wish him all the best and thank him again for his contribution.

Broadly, 2019 was a year of progress and we began the new year with a record order book and feeling very optimistic for 2020.

Covid -19 Crisis (C-19)

At the start of the C-19 crisis Touchstar plc was defensively positioned with cash in the bank, no net debt, a lowered cost base, a strong order book. We traded profitably in the first quarter of 2020, in what is historically a weak quarter for the Group, achieving revenue growth of 49% on continuing business compared to Q1 2019, as the healthy order book flowed into revenue. The whole Group worked flat out to complete orders, ship to clients and invoice, so that orders could be turned into cash.

When the official UK lockdown began on the 23 March 2020, we began work to ensure that Touchstar got through the crisis with its workforce and business intact.

To this we are focussed upon three factors. First, looking after our employees; second, to continue to support our existing customers; and thirdly, cash.

History would suggest that even after the lifting of the lockdown it will take at least 18 months for trading levels to normalise. We therefore launched a series of self-help measures. The self-help measures we have taken include reductions in staff costs, property rentals and software development, as well as utilising UK government schemes such as the Coronavirus Job Retention Scheme, and taken the opportunity to delay the payment of PAYE, NI and VAT.

Shareholders should note that all employees have made a large collective sacrifice in this time of C-19 crisis by agreeing to take substantially lower salaries for the duration of lockdown - whether furloughed or working.

This shows how much we all believe in this business. It is that spirit which gives me confidence and additional resolve to drive forward and through this difficult time.

We made an application on 14th April through Barclays Bank to participate in the UK Government's Coronavirus Business Interruption Loan Scheme (CBILS), as yet we have not had a reply. Even without this loan the balance sheet remains robust, we have no net debt and cash in the bank of a similar level to just before the C-19 crisis impacted the UK economy.

Touchstar serves sectors classified by the UK government as "essential services". Revenues from these organisations comprised 70% of Group sales in 2019 and included NHS hospitals, care homes, food factories, food distribution, schools, government buildings, petrol forecourt deliveries, and oil and gas transportation and throughout the crisis we have received new orders. To date we have outperformed the roadmap we put in place as this crisis unfolded, the short-term effect on Touchstar has been less severe than we had planned to expect.

Trading in the first quarter was profitable. That trend continued into April, our current expectation is the momentum we had in place going into the crisis should enable a favourable outcome at the half year.

How this ultimately plays out is candidly impossible to predict. We are working tirelessly to navigate a path through the C-19 crisis. We are blessed with many positive factors which are currently keeping us on track.

Take care, keep safe and I truly hope that my next communication is in a happier time.

I Martin

Executive Chairman

28 May 2020

Consolidated income statement for the year ended 31 December 2019

There is no other comprehensive income or expense in the current year or prior year and consequently no statement of other comprehensive income or expense has been presented.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement. The loss for the Company is detailed in the Statement of financial position and the Company statement of changes in shareholders' equity.

Consolidated statement of changes in equity for the year ended 31 December 2019

Company statement of changes in equity for the year ended 31 December 2019

Consolidated and Company statements of financial position as at 31 December 2019

Consolidated and Company cash flow statement for the year ended 31 December 2019

1 General information

Touchstar plc (the 'Company') and its subsidiaries (together 'the Group') design and build rugged mobile computing devices and develop software solutions used in a wide variety of field-based delivery, logistics and service applications. The Company is a public company limited by share capital incorporated and domiciled in the United Kingdom. The Company has its listing on the Alternative Investment Market. The address of its registered office is 1 George Square, Glasgow, G2 1AL.

2 Basis of preparation

The preliminary results for the year ended 31 December 2019 have been prepared in accordance with the accounting policies set out in the annual report and the accounts for the year ended 31 December 2018.

The Group Financial Statements have been prepared in accordance with the International Financial Reporting Standards ('IFRS') as adopted by the European Union, IFRS IC interpretations and the Companies Act 2006 applicable to companies reporting under IFRSs and the AIM Rules for Companies. The Group Financial Statements have been prepared under the historical cost convention.

While the financial information included in this preliminary announcement has been computed in accordance with IFRS, this announcement does not itself contain sufficient information to comply with IFRS. The accounting policies used in preparation of this preliminary announcement have remained unchanged from those set out in the Group's 2018 statutory financial statements other than those described below. They are also consistent with those in the Group's statutory financial statements for the year ended 31 December 2019 which have yet to be published. The preliminary results for the year ended 31 December 2019 were approved by the Board of Directors on 27 May 2020.

The financial information set out in this preliminary announcement does not constitute the Group's statutory financial statements for the year ended 31 December 2019 but is derived from those financial statements which were approved by the Board of Directors on 27 May 2020. The Auditors have reported on the Group's statutory financial statements and their report was (i) unqualified (ii) did include a material uncertainty in relation to going concern without qualifying their report and (iii) did not contain a statement under section 498(2) or 498(3) Companies Act 2006. The statutory financial statements for the year ended 31 December 2019 have not yet been delivered to the Registrar of Companies and will be delivered following the Company's Annual General Meeting.

The comparative figures are derived from the Group's statutory financial statements for the year ended 31 December 2018 which carried an unqualified audit report, did not contain a statement under section 498(2) or 498(3) Companies Act 2006 and have been filed with the Registrar of Companies.

Changes in accounting policy

New and amended Standards and Interpretations adopted by the Group and Company

In these financial statements, the Group has changed its accounting policies in the following areas:

· Lease recognition

The Group has adopted the following IFRSs in these financial statements:

· IFRS 16 Leases

Effective 1 January 2019, IFRS 16 Leases has replaced IAS 17 Leases and IFRIC 4 Determining Whether an Arrangement Contains a Lease. The standard eliminates the classification of leases as either operating or finance leases and introduces a single accounting model. Lessees are required to recognise a right-of-use asset and related lease liability for their operating leases and show depreciation of leased assets and interest on lease liabilities separately in their income statement. IFRS 16 requires the Company to recognise substantially all of its operating leases on the balance sheet with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value. See note 11 for additional information.

Non - GAAP financial measures

For the purposes of the annual report and financial statements, the Group uses alternative non-Generally Accepted Accounting Practice ('non-GAAP') financial measures which are not defined within IFRS. The Directors use the measures in order to assess the underlying operational performance of the Group and as such, these measures are important and should be considered alongside the IFRS measures.

The following non-GAAP measure referred to in the Chairman's statement relates to trading loss or profit.

'Trading loss after tax before exceptional costs' is separately disclosed, being defined as loss or profit after tax adjusted to exclude exceptional costs such as development expenditure impairment, goodwill impairment and restructuring costs. These exceptional costs relate to items which the management believe do not accurately reflect the underlying trading performance of the business in the period. The Directors believe that the trading loss or profit is an important measure of the underlying performance of the Group.

Going concern

These financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities when they fall due. As at 31 December 2019, a total of £Nil was drawn down from the £300,000 on demand overdraft facility (£nil in May 2020).

The Group benefits from a supportive bank who have provided the borrowing facility since 2005. In assessing the Group's ability to continue as a going concern, the Board has reviewed the Group's cash flow and profit forecasts against this facility. The impact of potential risks and related sensitivities to the forecasts were considered in assessing the likelihood of additional facilities being required, whilst identifying what mitigating actions are available to the Group to avoid additional facilities and the potential withdrawal of the facility by the bank (as it is repayable upon demand). Specifically, a range of assumptions underpin the profit and cash flow forecasts for the period to June 2021, including:

· growth of the sales pipeline in 2020 and 2021 in the context of the COVID-19 pandemic; and

· mitigation of the potential impact of not achieving the growth by implementing cost savings

Failure to achieve one or more of the above would result in lower EBITDA with a consequent negative impact on cash generation. The COVID-19 pandemic has reduced the Group's revenue in the short term but the directors expect a return to trend in 2021. If the Group's forecast is not achieved, there is a risk that the Group will require additional facilities that it has not secured or the bank withdraws the existing facility. Without the support of the bank, the Group and Parent Company would be unable to meet their liabilities as they fall due.

Given the timing and execution risks associated with achieving the forecast and therefore remaining within the facility, the directors have concluded that it is necessary to draw attention to this as a material uncertainty which may cast significant doubt about the Group's and the Parent Company's ability to continue as a going concern in the basis of preparation to the financial statements. The directors have confirmed that, after due consideration, they have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

The Company as a lessee

The Company assesses whether a contract is or contains a lease, at inception of a contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate based on the rate provided by the Group's bankers, Barclays.

The lease liability is included in 'Creditors' on the Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are included in the 'Intangible Assets', 'Tangible Fixed Assets' and 'Investment Property' lines, as applicable, in the Statement of Financial Position.

The Company applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss in accordance with that standard.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Company has used this practical expedient.

3 Critical accounting estimates and judgements

The Group and Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Development expenditure

The Group recognises costs incurred on development projects as an intangible asset which satisfies the requirements of IAS 38. The calculation of the costs incurred includes the percentage of time spent by certain employees on the development project. The decision whether to capitalise and how to determine the period of economic benefit of a development project requires an assessment of the commercial viability of the project and the prospect of selling the project to new or existing customers.

(b) Impairment of intangibles

Judgement is required in the impairment of assets, notably intangible software development costs. Recoverable amounts are based on a calculation of expected future cash flows, which require assumptions and estimates of future performance to be made. Cash flows are discounted to their present value using pre-tax discount rates based on the Directors market assessment of risks specific to the asset.

5.1 Income tax credit

Corporation tax is calculated at 19% (2018: 19%) of the estimated assessable profit for the year. This is the weighted average tax rate applicable for the year.

5.2 Factors affecting the tax credit for the year

The tax credit for the year is different (2018: different) from the standard rate of corporation tax in the UK of 19% (2018: 19%). The differences are explained below:

Factors affecting the future tax charge

The Chancellor's budget of March 2016 announced that corporation tax rates will ultimately fall to 17% on 1 April 2020. Consequently, deferred taxation has been calculated with reference to this ultimate tax rate of 17%. The Directors do not expect timing differences arising in the intervening period, when higher taxation rates apply, to have a significant effect on the Group's future tax charge.

In March 2020, the budget announced the intention to cancel the future reduction in corporation tax rate from 19% to 17%. This announcement does not constitute substantive enactment and therefore deferred taxes at the balance sheet date continue to be measured at the enacted tax rate of 17%. However, the corporation tax rate will now remain at 19% after 1 April 2020.

6 (Losses)/earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. The calculation of adjusted earnings per share excludes exceptional costs of £412,000 (2018: £334,000).

Reconciliations of the earnings and weighted average number of shares used in the calculation are set out below:

7 Intangible assets

Amortisation of £498,000 (2017: £379,000) is included within administrative expenses in the income statement.

Development expenditure

The calculation of the costs incurred includes the percentage of time spent by certain employees on the development project. The decision whether to capitalise and how to determine the period of economic benefit of a development project requires an assessment of the commercial viability of the project and the prospect of selling the project to new or existing customers.

Management determined budgeted sales growth based on historic performance and its expectations of market development via each product set's underlying pipeline

A review of each of the product sets did not result in any impairment.

Development expenditure has been capitalised on an ongoing basis and therefore has a remaining useful economic life ranging from 0 to 5 years.

8 IFRS 16 Right of use assets

Depreciation expenditure of £185,000 (2018: £Nil) is included within administrative expenses in the income statement.

9 Leases

The note provides information for leases where the group is a lessee.

i) Amounts recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

*In the previous year, the group only recognised lease assets and lease liabilities in relation to leases that were classified as 'finance leases' under IAS 17 'Leases'.

Under IFRS 16 the assets are now presented in property, plant and equipment and the liabilities as part of the group's borrowings. For adjustments recognised on adoption of IFRS 16 on 1 January 2019 see note 11.

ii) Amounts recognised in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

10 Discontinued operation

The Onboard business was sold on 6 November 2019 and is reported in the current period as a discontinued operation. Financial information relating to the discontinued operation for the period to the date of disposal is set out below and on the face of the Income Statement.

Details of the sale of the subsidiary:

Earnings per share:

11 Changes in accounting policies

This note explains the impact of the adoption of IFRS 16 'Leases' on the group's financial statements.

As indicated in note 9 above, the group has adopted IFRS 16 'Leases' retrospectively from 1

January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the

specific transition provisions in the standard. The reclassifications and the adjustments arising from

the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019.

On adoption of IFRS 16, the group recognised lease liabilities in relation to leases which had

previously been classified as 'operating leases' under the principles of IAS 17 'Leases'. These

liabilities were measured at the present value of the remaining lease payments, discounted using the

lessee's incremental borrowing rate as of 1 January 2019. The weighted average lessee's incremental

borrowing rate applied to the lease liabilities on 1 January 2019 was 3.5%.

For leases previously classified as finance leases the entity recognised the carrying amount of the

lease asset and lease liability immediately before transition as the carrying amount of the right of use

asset and the lease liability at the date of initial application. The measurement principles of IFRS 16

are only applied after that date.

(i) Practical expedients applied

In applying IFRS 16 for the first time, the group has used the following practical expedients permitted by the standard:

• applying a single discount rate to a portfolio of leases with reasonably similar characteristics;

• accounting for operating leases with a remaining lease term of less than 12 months as at 1

January 2019 as short-term leases;

• excluding initial direct costs for the measurement of the right-of-use asset at the date of initial

application; and

• using hindsight in determining the lease term where the contract contains options to extend or

terminate the lease.

The group has also elected not to reassess whether a contract is, or contains a lease at the date of

initial application. Instead, for contracts entered into before the transition date the group relied on its

assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains

a Lease.

(ii) Measurement of lease liabilities

(iii) Measurement of right-of-use assets

The associated right-of-use assets for property leases were measured on a retrospective basis as if the

new rules had always been applied. Other right-of use assets were measured at the amount equal to

the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that

lease recognised in the balance sheet as at 31 December 2018.

(iv) Adjustments recognised in the balance sheet on 1 January 2019

The change in accounting policy affected the following items in the balance sheet on

1 January 2019:

• right-of-use assets - increase by £727,000

• lease liabilities - increase by £705,000

· prepayments - decrease by £22,000

The net impact on retained earnings at 1 January 2019 was £nil.

12 Post balance sheet events

COVID-19

The outbreak of COVID-19 creates a new and highly unpredictable challenge and constitutes a non-adjusting post balance sheet event. We have tested our business continuity plans which have been successfully activated. The investment in technology over recent years has resulted in the business being well placed to continue delivering services to our clients with minimal disruption. Management do not consider it possible to quantify the true impact of COVID-19 on the business at this time but remain confident that the business can adjust to the challenges it presents.