The purpose of the presentation is to provide further details on Impact Coatings’ updated strategy, which was summarized in the most recent interim report. The presentation is in English and will be concluded by a Q&A session. Presentation material will be published on the company’s website at 8.30 CEST on September 26.
Webcast link: https://digital.vevent.com/rt/fronto2~impactcoatings-180926
Participants in the conference call, who will be able to ask questions during the Q&A session, are asked to register in advance via: http://emea.directeventreg.com/registration/4636857 (for some web browsers it is better to copy the link to the web browser’s address bar). Conference ID: 4636857. Upon registering, a confirmation e-mail will be sent to the provided e-mail address.
For more information contact:Peter Högfeldt, VP Marketing+46 708 87 44 34E-mail: investors@impactcoatings.se
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The reason for the called EGM was the proposal by the board of directors to elect a new company auditor. At the EGM, 4 individuals attended representing 6,0% of the total outstanding share capital and votes.
The EGM decided, in accordance with the proposal from the board of directors, to elect Öhrlings PricewaterhouseCoopers AB (”PwC”) org.nr 556029-6740, with lead auditor Johan Palmgren, as company auditor effective the date of the EGM.
For more information contact:Mark H. Shay, CFAChairmanTel: +46 765 96 62 38 or e-mail: mark@accendofund.com
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The customer is a well-known watch manufacturer that ordered its first coating machine from Impact Coatings in 2016. The new machine will be delivered during the first half of 2019. The order value, which depends on configuration and customer’s specific requirements, is approximately EUR 700,000.
For more information contact:
Torbjörn Sandberg, CEO +46 768 43 43 76
Peter Högfeldt, VP Marketing+46 708 87 44 34
E-mail: investors@impactcoatings.se
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact persons named above, for publication on September 3, 2018, at 8:30 a.m. CET.
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Right to attend
Shareholders who wish to attend the EGM shall both be registered in the shareholder registry maintained by Euroclear Sweden AB by Wednesday, 5 September 2018, and notify attendance to the company latest Wednesday, 5 September 2018 via e-mail to anmalan@impactcoatings.se or post to Impact Coatings AB (publ), Westmansgatan 29G, 582 16 Linköping.
Notification of attendance shall include name, person- or organization number, shareholdings, address, telephone number, and information in the case of representatives. If participation is by proxy, relevant credentials must be submitted before the EGM. Credentials may not be more than one year old, unless a longer period of validity (maximum five years) is stated in the credentials documentation. If the shareholder represented by proxy is a legal entity, the representative must present proof of registration or other documentation that confirms the signatory’s authority. A proxy form will be available from the company’s web page www.impactcoatings.com latest from three weeks before the EGM until the day of the EGM and will be sent to those shareholders who request it and provide a postal address.
Shareholders that have chosen to register shares with a custodian must, in order to participate in the EGM, temporarily re-register their shares under their own name with Euroclear Sweden AB sufficiently in advance so that the re-registration is completed latest Wednesday, 5 September 2018. In order for this to occur, a request for such re-registration must reach the custodian well in advance of the date above.
Proposed agenda
Proposal for resolution
Item 7 – Election of new auditor
The board of directors proposes that the EGM resolve in accordance with the board’s proposal to choose Öhrlings PricewaterhouseCoopers AB (”PwC”) org.nr 556029-6740, with by PwC suggested lead auditor Johan Palmgren, as the new auditing company for the company from the date of the EGM, see Appendix 1.
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Linköping, August 2018Impact Coatings AB (publ)The board of directors
For more information contact: Mark H. Shay, CFAChairmanPhone: +46 765 96 62 38, or e-mail: mark@accendofund.com
This information was submitted under responsibility of the contact person named above, for publication 17 August 2018 at 08:15 a.m.
About Impact Coatings
Impact Coatings develops and delivers world-leading technology for industrial PVD-coatings with a focus on fuel cell, decorative, metallization, and reflector applications. PVD is a method of, under vacuum, producing thin layers of metals and ceramics – surface coatings that maximize performance and durability. Impact Coatings markets coating equipment under the trade name INLINECOATER™ and coatings under MAXPHASE™.
The company’s shares trade on the Nasdaq First North exchange (Nasdaq OMX Nordic). The company’s Certified Adviser is Redeye AB.
Appendix 1
The board of directors proposes that the EGM resolve in accordance with the board’s proposal to choose Öhrlings PricewaterhouseCoopers AB (”PwC”) org.nr 556029-6740, with lead auditor Johan Palmgren, as the new auditor for the company from the date of the EGM.
A press release from Impact Coatings on 24 July 2018 states:
“An independent accounting investigation of the period January 2016-June 2018, conducted by PWC at the request of the Impact Coatings board of directors, has reached the preliminary conclusion that a substantial portion of travel-related and out-of-pocket expense reimbursement claims by former CEO Henrik Ljungcrantz are not business-related and/or lack required supporting documentation.
An analysis by a separate and independent firm has found similar improper handling of expenses during 2012-2015. Periods prior to 2012 have not been considered. Henrik Ljungcrantz was CEO of Impact Coatings during the period 2002-2014, and again during the period May 2017-May 2018.
Pending further investigation and based on preliminary data, it is reasonable to expect approximately SEK 1-3 million in improper expense reimbursements to be confirmed for the period 2012-2018, plus approximately SEK 1 million in costs for the investigation itself, all of which the company will seek to recover.
The board of directors has, after meeting with Henrik Ljungcrantz today, resolved to terminate his employment with immediate effect. He will after today not receive further severance payments described in the company’s 27 May 2018 announcement.
The board of directors will submit the final investigation report with supporting documentation to the Swedish Economic Crime Authority.”
Based on the number of incorrect transactions, the amounts in question, and the period during which the errors have occurred, it is the judgment of the board of directors that election of a new auditor is warranted.
The departing auditor Ernst & Young AB (“EY”) with lead auditor Magnus Eriksson, has on 15 August 2018 informed the board of directors and the Swedish Companies Registration Office that they choose to resign as auditor of Impact Coatings effective 11 September 2018.
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· Net sales amounted to SEK 2 648 thousand (2 783) · Operating profit amounted to SEK -13 528 thousand (-13 998) · Net income after financial items amounted to SEK -13 527 thousand (-14 403) · Cash flow amounted to SEK -11 698 thousand (3 937) · Equity-to-assets ratio amounted to 77.9% (77.6%)
FINANCIAL RESULTS FIRST HALF 2018
· Net sales amounted to SEK 9 788 thousand (21 234) · Operating profit amounted to SEK -19 628 thousand (-14 402) · Net income after financial items amounted to SEK -19 647 thousand (-14 408) · Cash flow amounted to SEK -15 464 thousand (-8 222) · Equity-to-assets ratio amounted to 77.9% (77.6%)
SIGNIFICANT EVENTS SECOND QUARTER 2018
· New board members elected at the AGM · New interim CEO, Torbjörn Sandberg · Delivery of coating machine to Xin Point (China)
SIGNIFICANT EVENTS AFTER PERIOD-END
· Machine order from Varioplast (Germany) · Orders from China Hydrogen Energy and Huaqing Power Technology treated as no longer valid following thorough review · Former CEO terminated after preliminary findings of independent investigation
CEO’s COMMENTARY
I started as interim CEO of Impact Coatings at the end of May. During the more than two months that have passed, my conviction has grown stronger that the company has very good potential to establish itself as a leading supplier of coatings for fuel cells, reflectors and exclusive consumer products. I am very impressed by the competence, energy, and ambition of the Impact Coatings team.
Our customers are clearly satisfied with our offering and with us as a company. The German company Varioplast has after the period end ordered an additional coating machine from us, and at the end of the quarter we delivered a coating machine to Xin Point in southern China – in both cases the result of several years’ evaluation of our production solution for metallization on plastic.
At the same time one can see that better commercial processes and a more efficient organization will be required to increase value creation over time. To this end, a review of the company’s customers, partners and suppliers is being carried out.
In connection with my starting, an objective review of the company was carried out to identify both strengths and areas needing development. Given that there were two major orders from China that had been delayed on several occasions, it was necessary to initiate a dedicated investigation concerning their status. The conclusion was that they can no longer be considered valid, since the customers could not demonstrate when payment could take place. In one case, a deposit had been paid, which will not be refunded. The situation with the two orders is highly regrettable, and is a clear signal to the company about the importance of risk assessment and commercial discipline that we will carry forward into future negotiations.
We see great interest in our offering for Decorative, Metallization and Reflective coatings. We estimate that the potential in the short and medium term is high in this segment, and that it offers the fastest path to profitability. We will therefore add additional resources in this area to be able to capitalize on the opportunities.
We will continue to work strategically with fuel cells, focusing on the industry-leading companies in the fuel cell industry, car manufacturers, and those suppliers on which car manufacturers have chosen to focus. We will not, however, work with companies that lack long-term financing, have an appreciably high commercial risk profile, or otherwise cannot be considered a strategic future customer or business partner.
A renewed contact at management level has been initiated with Optorun (Japan), with which we have distribution and supply agreements, to evaluate the future business potential. Previously communicated sales estimates connected to these agreements are being reviewed.
Impact Coatings is a company with great potential, and we will work hard over the long term, in a structured and goal-oriented manner, to grow and become profitable. To succeed, we will do all we can to recruit employees who have the same capacity and professionalism as our staff today.
Torbjörn Sandberg
FINANCIAL RESULTS
Second quarter 2018
Revenue for the second quarter amounted to SEK 2,648 thousand (2,783) and operating profit was SEK -13,258 thousand (-13,998). Profit before depreciation and other operating expenses was SEK -12,717 thousand (-13,493). Profit before tax amounted to SEK -13,527 thousand (-14,403). Cash flow amounted to SEK -11 698 thousand (3 937).
Cash flow from operating activities during the period amounted to SEK -11 698 thousand (3 937).
Cash flow from investing activities amounted to SEK 0 thousand (-1 340).
Cash flow from financing activities amounted to SEK 0 (0). Total cash flow for the period was SEK -11,698 thousand (-3,937).
During the period, a machine under production and part of the inventory of raw materials and consumables have been revalued. The net effect of the revaluation has been a reduction in operating profit for the period by SEK -2,780 thousand.
Provisions for deferred tax assets have, as in previous years’ accounts, not been made.
First half 2018
Revenue for the period January-June amounted to SEK 9 788 thousand (21 234). Gross profit amounted to SEK 4,097 thousand, 41.9% of sales (3,352, 15.8%). Operating expenses amounted to SEK -29,416 thousand (-35 636). Earnings before depreciation and other operating expenses amounted to SEK -18,004 thousand (-13,498). Profit before tax amounted to SEK -19,647 thousand (-14,408). Cash flow amounted to SEK -15,446 thousand (-8,222).
Cash flow from operating activities amounted to SEK -15,394 thousand during the period (-6,882).
Cash flow from financing activities amounted to SEK -70 thousand (0). Total cash flow for the period amounted to SEK -15,464 thousand (-8,222).
Financial position and liquidity
Liquid assets at period end amounted to SEK 49 922 thousand (13 925).
Equity-to-assets ratio amounted to 77.9% (77.6%).
EVENTS DURING THE SECOND QUARTER
The AGM was held in Linköping on May 17. At the AGM three new members were elected to the board of directors, Mark H. Shay (Chairman), Tanja Vainio and Lars-Gunnar Skötte, and two members were re-elected, Jan-Eric Sundgren and Christian Sahlén.
With the goal of helping the company become financially self-sufficient, the board of directors on May 27 replaced the company CEO and co-founder Henrik Ljungcrantz. Torbjörn Sandberg was appointed interim CEO, with qualifications as CEO of both publicly listed and privately-owned technology companies. The process to recruit a permanent CEO has started, with the goal of filling the role by year-end.
During June, an INLINECOATER™M was delivered according to plan to the Chinese producer of automotive components Xin Point. The coating machine, which was ordered in October 2017, will be used for decorative plastic components. The customer paid upon delivery in accordance with the sale agreement. Final acceptance and final payment will occur after completed installation.
EVENTS AFTER PERIOD END
After the period end, Varioplast GmbH (Germany) ordered an INLINECOATER™M coating machine. Varioplast has since 2013 been using coating equipment from Impact Coatings for metallization of plastic components for the automotive industry, which is the intended purpose of the new machine as well.
Under Impact Coatings’ new leadership, the previously communicated orders from China Hydrogen Energy and Huaqing Power Technology were subject to review. The review concluded that the likelihood of the customers fulfilling their obligations in the agreements is sufficiently low that the orders should be considered no longer valid. The was communicated in a press release on July 12.
On July 24 the company communicated that former CEO Henrik Ljungcrantz was terminated with immediate effect and without further severance payments. The reason was an ongoing investigation by PWC, at the request of the board of directors, which indicates that Henrik Ljungcrantz violated rules concerning reimbursement of expenses during several years. The board will hand over the final investigation report, expected during September 2018, to the Swedish Economic Crime Authority and will call shareholders to an extraordinary general meeting whose purpose will be the replacement of the company auditor.
BUSINESS DEVELOPMENT
The Impact Coatings board of directors has together with the executive management following the AGM in May updated the company’s strategy. The new direction can be summarized in three main points:
1) Impact Coatings will build a profitable and long-term sustainable business around Decorative, Metallization, and Reflective coatings (D/M/R), where the company has a clear offering and competitive advantages. The company has satisfied customers, of which several are repeat-customers, and a good balance of price vs. costs, which means the board and management see the potential to realize margins that can help the company become financially self-sufficient.
2) The Fuel Cell (FC) segment has significant growth potential, which we will exploit leveraging the unique qualities of Impact Coatings’ technology. The company will focus its sales activities on a prioritized group of fuel cell industry leaders.
3) Production capacity, final assembly, and test will be developed internally to build knowledge and retain margins.
The updated strategy will be presented in further detail via a webcast during September. A separate invitation will be published in the coming weeks.
The internal coating business is increasing in importance, both with respect to coating services and customer samples. Order flow and inquiries about coating of fuel cell plates are increasing. To meet demand, one of the INLINECOATER FC machines that was initially built for delivery to China has been moved to the internal coating operation.
The coating machine developed under the EuroStar Pro-FC program continues to be optimized at Impact Coatings’ premises and will be relocated to Borit NV (Belgium) at a time still to be determined.
AUDIT AND ACCOUNTING POLICIES
With the transition to serial production, revenue and profit from machine sales will be recognized upon delivery to the customer.
This interim report has not been subject to auditor review.
UPCOMING FINANCIAL EVENTS
Strategy webcast: September 2018 (date TBD)Interim report for the third quarter 2018: 26 October 2018Year-end report for 2018: 15 February 2019
Torbjörn Sandberg, CEO Tel: +46 768 43 43 76, E-mail: torbjorn.sandberg@impactcoatings.se
Anders Nilsson, CFO Tel: +46 702 59 28 76, E-mail: anders.nilsson@impactcoatings.se
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact persons named above, for publication on 17 August 2018, 8:00 a.m. CET.
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An independent accounting investigation of the period January 2016-June 2018, conducted by PWC at the request of the Impact Coatings board of directors, has reached the preliminary conclusion that a substantial portion of travel-related and out-of-pocket expense reimbursement claims by former CEO Henrik Ljungcrantz are not business-related and/or lack required supporting documentation.
The board of directors will submit the final investigation report with supporting documentation to the Swedish Economic Crime Authority.
The board of directors will during the coming weeks call shareholders to an extraordinary general meeting whose purpose will be the replacement of the company auditor.
The company will file corrective documentation with the Swedish Tax Agency to adjust value added tax (VAT) amounts and corporate expenses for the relevant time periods. Relevant income statement and balance sheet adjustments will be communicated in conjunction with Q3 2018 financial reporting or as soon as is practical.
“Impact Coatings employees and company leadership must adhere to the highest ethical standards and abide by company expense reporting and reimbursement policies, as well as applicable law. The board of directors is following the ongoing investigation closely and will do its utmost to recover on behalf of shareholders any capital that has been improperly paid out, as well as the costs associated with the investigation and necessary corrective actions. The board and management are now fully focused on continuing Impact Coatings’ journey toward industrialization and sustainable commercial success,” said Mark Shay, Chairman.
For more information, contact:Mark H. Shay, CFAChairman of the BoardTel: +46 765 96 62 38 or e-mail: mark@accendofund.com
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact person named above, for publication on 24 July 2018, 12:20 pm.
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The ordered coating machine will be integrated into a fully automatic production cell for injection molding and metallization of plastic components. The companies have an existing development cooperation. A production cell at Varioplast, with a coating machine from Impact Coatings, produces components for Volkswagen since 2014.
“It is very encouraging that Varioplast has chosen to order an additional coating machine from us,” said Petter Carlfjord, Sales Director at Impact Coatings. “It shows both that the customer is satisfied with us as a supplier and that our integrated production concept for injection molding and metallization of plastic components is successful.”
Delivery of the coating machine is planned for the beginning of 2019.
For more information contact:Peter Högfeldt, VP Marketing+46 708 87 44 34peter.hogfeldt@impactcoatings.se
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact person named above, for publication on July 13, 2018, at 1:00 p.m. CET.
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China Hydrogen Energy
In October 2016, CHE entered into a commercial agreement with Impact Coatings for the purchase of 10 INLINECOATER™FC machines. CHE paid a deposit of EUR 240 000 in November 2016.
As reported in a press release dated September 25, 2017, CHE had communicated a delay to the order, due to a delay in the construction of its first production facility. Impact Coatings, as described in the Q1 report and in the materials presented at the 2018 Annual General Meeting, assessed the CHE order as still viable based on periodic discussions with the customer. The primary reason given to Impact Coatings for the delay was the ongoing discussions between CHE and a possible acquirer of a majority stake in CHE.
Impact Coatings conducted an on-location management review in China during July to assess the situation and to determine the viability of the agreement.
The conclusion of the review is that the most prudent and realistic approach is to treat the order as no longer valid.
Huaqing Power Technology
In October 2017, Impact Coatings received an order from Huaqing for six INLINECOATER™FC machines to be delivered during 2018 and 2019, in pairs over the course of three deliveries.
Huaqing communicated a delay to Impact Coatings, which was described in a press release dated January 31, 2018. In good faith, Impact Coatings attempted to support Huaqing in moving forward with its overall fuel cell program development, with the intention of securing the conditions for order fulfillment, even if delayed.
The Impact Coatings on-location evaluation described above also verified the historical development of the Huaqing relationship and assessed the likelihood of order completion based on current facts.
The conclusion of the analysis is that the most prudent and realistic approach is to treat the order as no longer valid.
Financial statement effects
Two machines have been produced in connection with the above orders and carried at cost as accrued revenue, with a combined value of SEK 15 158 000. One unit will be used in Coating Services production for fuel cell customers. The other unit will be booked at cost to finished goods inventory and will be available for sale.
The Coating Services machine will be reclassified as a production asset with a value of SEK 7 579 000. Future revenues and profit generated using the production machine, as well as its carrying value, will be recognized per customary accounting rules.
The second machine allocated for future sale in the fuel cell production industry will be reclassified as finished goods inventory with a value of SEK 7 579 000. If the machine is sold for more than this value, revenue and profit will be recognized. If the machine is sold for less than this value, or if the company determines that an impairment is justified in the future, a loss will be recognized.
During 2016 and 2017, SEK 15 158 000 has been recognized as revenue for the two machines combined, reflecting cost to Impact Coatings and no profit. Because the bookings are equivalent to operating income (revenue) from capitalized production for own account, there will be no restatement of recognized revenue for these periods.
Since both machines have been booked at cost with no profit recognition, and as they are both deemed current with respect to market activity and commercial demands, no write-down or other value impairment is currently planned.
The described reclassifications have no effect on cash flow.
The financial effects described above have been reviewed by the company’s auditor and will be included in the Q3 2018 financial report and September 30, 2018 balance sheet.
Impact Coatings remains committed to advancing the fuel cell industry in China and globally.
For more information, contact:Torbjörn Sandberg, CEOTel: +46 768 43 43 76 or e-mail: torbjorn.sandberg@impactcoatings.se
Impact Coatings AB (publ) is required to disclose this information in accordance with EU market abuse regulations. The information was delivered, via the contact person named above, for publication on July 12, 2018, at 2:00 p.m. CET.
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Impact Coatings has entered into an agreement with Redeye AB regarding the role of Certified Adviser. Redeye AB will be Certified Adviser from 1 July 2018. Until then, Remium will continue as Certified Adviser to the company.
For more information contact:Anders Nilsson, CFO+46 702 59 28 76anders.nilsson@impactcoatings.se
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In accordance with previous communications, Impact Coatings has delivered an INLINECOATER™M coating machine to the Chinese company Xin Point. Delivery was via air freight and the machine has been handed over to the customer in the Guangdong province in southern China. The coating machine, previously called InlineCoater™ 500, was ordered by Xin Point in October 2017 and will be used to produce decorative plastic components for the automotive industry. The customer has issued payment at delivery in accordance with the contract. Final acceptance and final payment will take place after installation of the equipment.
For more information, contact:Peter Högfeldt, VP MarketingTel: +46-13-35 95 01 or e-mail: peter.hogfeldt@impactcoatings.se
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