GOODWIN PLC
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the half year ended 31st October 2022
CHAIRMAN'S STATEMENT
The pre-tax trading profit for the Group for the first six month period ending 31st October 2022 was £9.1 million (2021: £7.7 million) on a revenue of £89.3 million.
I am pleased to report that at the time of writing the workload has increased to £242 million (2021: £157 million). This increase relates to the materialisation of some of the major projects that the Mechanical Engineering Division has been pursuing within the military and nuclear waste re-processing markets. It is fortunate that the Mechanical Engineering Division has diversified away from oil and gas into other business streams that will likely avoid the effects of a global recession that are almost certainly going to feature over the next two years. These business streams include US and UK government procured components for military ships and boats, nuclear power, along with nuclear waste storage products.
The first half of the financial year has benefitted from the Refractory Engineering Division continuing to generate excellent results, as well as the pump companies having gone from strength to strength, as the recovery of the global economy following the impact of the Covid-19 pandemic has provided the mining industry with the confidence to proceed with spending again.
The Group's overall net debt stands at £46.1 million (31st October 2021: £34.8 million) which, whilst temporarily high, equates to a modest gearing of only 39.5%. Within the debt figure is £8.4 million that has been invested in CO2 emission projects and with the current escalated electricity prices that continue to be prevalent in the UK and Europe, the payback on the solar investments averages at about two years. Whilst cash flow remains a key focus area, with global supply chains generally remaining under stress around the world, the pro-active decision to build up stocks over the past few years has significantly aided the Group's ability to meet the demand, specifically within the Refractory Division.
Our interest rate swap continues to provide effective protection from inflationary interest on the first £30 million of facility, capping the interest to less than 1% till August 2031. Further to our full explanation as to the accounting for the interest rate swap, which can be read within our Annual Report for the year ending 30th April 2022, the Board has and will continue to focus and report on the trading profit that excludes the profit impact of the interest rate swap valuation. Due to the recent and expected increases to the base interest rate by the Bank of England the Group's swap increased in value by a further £3.1 million over the course of the first six months of the current financial year.
The work ethic of the Group's management and employees is world class and the Board wishes to thank all our employees for their unwavering loyalty, devotion and hard work.
| T.J.W. Goodwin | |
| Chairman | 19th December 2022 |
MANAGEMENT REPORT
Financial Highlights
| | Unaudited | Unaudited | Audited |
| | Half Year to | Half Year to | Year ended |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £m | £m | £m |
| Consolidated Results | | | |
| Revenue | 89.3 | 68.9 | 144.1 |
| Operating profit | 9.8 | 8.2 | 18.3 |
| Trading profit * | 9.1 | 7.7 | 17.2 |
| Unrealised gain on 10 year interest rate swap derivative | 3.1 | ‒ | 2.7 |
| Profit before tax | 12.2 | 7.7 | 19.9 |
| Profit after tax | 9.1 | 6.0 | 13.6 |
| Capital additions | | | |
| Property, plant and equipment (PPE) owned | 7.8 | 9.0 | 16.4 |
| Property, plant and equipment (PPE) right-of-use assets | 1.1 | 1.1 | 3.7 |
| Operating lease assets (former IAS 17 definition) | (0.2) | ‒ | (0.1) |
| Intangible assets | 0.3 | 0.6 | 1.8 |
| Capital expenditure for KPI purposes | 9.0 | 10.7 | 21.8 |
| Earnings per share - basic | 113.93p | 72.12p | 169.14p |
| Earnings per share - diluted | 113.93p | 72.12p | 169.14p |
* Trading profit is defined as profit before taxation less the movement in fair value of interest rate swap.
Revenue
Revenue of £89,335,000 for the six months represents an 18.8% increase from the £75,200,000 achieved during the six month period to 30th April 2022.
Trading profit
Trading profit for the six months of £9,105,000 represents a 17.9% increase from the £7,723,000 achieved for the same six month period last year.
Key performance indicators
| | Unaudited | Unaudited | Audited |
| | Half Year to 31st October | Half Year to 31st October | Year ended 30th April |
| | 2022 | 2021 | 2022 |
| Trading profit (£'m) | 9.1 | 7.7 | 17.2 |
| Post tax profit + depreciation + amortisation (£'m) | 9.9 | 9.9 | 21.9 |
| | | | |
| Gross profit % of revenue | 26.5% | 29.5% | 29.6% |
| Trading profit % of revenue | 10.2% | 11.2% | 11.9% |
| Gearing % | 39.5% | 31.7% | 25.8% |
| | | | |
| Non cash charges (£'m) | | | |
| Depreciation - owned assets | 3.0 | 2.9 | 6.2 |
| Depreciation - right-of-use assets | 0.6 | 0.5 | 1.2 |
| Amortisation and impairment | 0.6 | 0.7 | 1.6 |
| Total non cash charges | 4.2 | 4.1 | 9.0 |
Alternative performance measures mentioned above are defined on pages 96 and 97 of the Group Annual Accounts to 30th April 2022.
2022/23 Outlook
While there continues to be some global uncertainties due to the geopolitical environment and rising costs for consumers, the Group's activity and profitability levels are expected to increase over the next twelve months as a result of the increased work load.
The Mechanical Engineering Division performance is recovering, and with the recent increase in order input the Board expects the activity levels to take a significant step forward in the second half of this financial year, which will provide the Division with a much better start to the next financial year. In the Annual Report to 30th April 2022, we stated that we expected to be able to deliver substantially increased profitability in the year ending April 2023. Since the date of writing that statement a greater degree of uncertainty around the world has evolved with high levels of currency pair fluctuations, the continued conflict in Ukraine and with the Bank of England delivering the biggest interest rate hike in 33 years. This uncertainty is resulting in certain industry sectors hesitating in proceeding boldly with their planned investment projects. For this reason we expect the pre-tax profits in the second half of this financial year to be similar to the first half which would result in a modest increase in annual pre-tax profit rather than a substantial increase.
The Group will benefit over the medium and long term as we near the end of the significant capital investment programmes of installing a second calciner at Hoben International, as well as the upfront costs of installing the high temperature polymer production plant at Duvelco. Thereafter, capital expenditure levels are set to normalise going forwards, as we focus on delivering the orders recently won, as well as the ones still being pursued.
Risks and Uncertainties
The Group, mainly through its centralised management structure, makes best endeavours to have in place internal control procedures to identify and manage the key risks and uncertainties affecting the Group. We would refer you to pages 14 to 15 of the Group Annual Accounts to 30th April 2022 which describe the principal risks and uncertainties, and to note 26, starting on page 75, which describes in detail the key financial risks and uncertainties affecting the business, such as credit risk and foreign exchange risk.
Judging the future relationship of the major currency pairs of the US Dollar, Sterling and the Euro continues to be a challenge.
The Group has mitigated the impact of rising interest rates by fixing the effective base rate at less than 1% for a notional £30 million of debt for the next nine years.
Report on Expected Developments
This report describes the expected development of the Group during the year ended 30th April 2023. The report may contain forward-looking statements and information based on current expectations, and assumptions and forecasts made by the Group. These expectations and assumptions are subject to various known and unknown risks, uncertainties and other factors, which could lead to substantial differences between the actual future results, financial performance and the estimates and historical results given in this report. Many of these factors are outside the Group's control. The Group accepts no liability to publicly revise or update these forward-looking statements or adjust them to future events or developments, whether as a result of new information, future events or otherwise, except to the extent legally required.
Going concern
The Group continues to trade profitability by building on the increase in activity seen in the second half of last year and, with the current order book levels as they are, this should continue and improve through this current year and into the next financial year. Where many companies have struggled with increased material and energy prices, disruption in the logistics of the supply chain and the impacts of Covid-19, the Group has continued on throughout and been able to carry on with its value added activities. As at 31st October 2022, the Group net debt stood at £46.1 million (31st October 2021: £34.8 million) as set out in note 17 of these accounts. Whilst the net debt levels are higher than those recorded at April 2022 and October 2021 the gearing levels at 39.5% remain moderate for a Group of this size. Given the above-mentioned, the Directors do not see an issue with the continued ability of the Group to meet its financial commitments as they fall due and have drawn up these accounts on a going concern basis.
Responsibility statement of the Directors in respect of the half-yearly financial report
The Directors confirm to the best of their knowledge that:
1. this condensed set of financial statements has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the United Kingdom; and
2. the Interim Management Report and condensed financial statements include a fair review of the information required by Disclosure and Transparency Rules
· 4.2.7R (being an indication of important events that have occurred during the first six months of the year); and
· 4.2.8R (being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last Annual Report that could do so).
| T.J.W. Goodwin | |
| Chairman | 19 December 2022 |
Condensed Consolidated Statement of Profit or Loss
for the half year to 31st October 2022
| | Unaudited | Unaudited | Audited |
| | Half Year to | Half Year to | Year ended |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £'000 | £'000 | £'000 |
| Continuing operations | | | |
| Revenue | 89,335 | 68,884 | 144,108 |
| Cost of sales | (65,645) | (48,529) | (101,404) |
| Gross profit | 23,690 | 20,355 | 42,704 |
| Distribution expenses | (2,056) | (1,817) | (3,743) |
| Administrative expenses | (11,801) | (10,335) | (20,654) |
| Operating profit | 9,833 | 8,203 | 18,307 |
| Finance costs (net) | (761) | (513) | (1,169) |
| Share of profit of associate company | 33 | 33 | 63 |
| Profit before taxation and movement in fair value of interest rate swap | 9,105 | 7,723 | 17,201 |
| Unrealised gain on 10 year interest rate swap derivative | 3,132 | ‒ | 2,740 |
| Profit before taxation | 12,237 | 7,723 | 19,941 |
| Tax on profit | (3,157) | (1,719) | (6,321) |
| Profit after taxation | 9,080 | 6,004 | 13,620 |
| | | | |
| Attributable to: | | | |
| Equity holders of the parent | 8,761 | 5,546 | 12,980 |
| Non-controlling interests (NCI) | 319 | 458 | 640 |
| Profit for the period | 9,080 | 6,004 | 13,620 |
| | | | |
| Basic earnings per ordinary share (note 13) | 113.93p | 72.12p | 169.14p |
|
| | | |
| Diluted earnings per ordinary share (note 13) | 113.93p | 72.12p | 169.14p |
Condensed Consolidated Statement of Comprehensive Income
for the half year to 31st October 2022
| | Unaudited | Unaudited | Audited |
| | Half Year to | Half Year to | Year ended |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £'000 | £'000 | £'000 |
| Profit for the period | 9,080 | 6,004 | 13,620 |
| | | | |
| Other comprehensive expense | | | |
| Items that are or may be reclassified subsequently to the income statements | | | |
| Foreign exchange translation differences | (167) | (697) | 1,493 |
| Effective portion of changes in fair value of cash flow hedges | (4,958) | 754 | (3,834) |
| Ineffective portion of changes in fair value of cash flow hedges | (92) | ‒ | (339) |
| Change in fair value of cash flow hedges transferred to profit or loss | 949 | (731) | (1,432) |
| Effective portion of changes in fair value of cost of hedging | 96 | (145) | 275 |
| Ineffective portion of changes in fair value of cost of hedging | ‒ | ‒ | (23) |
| Change in fair value of cost of hedging transferred to profit or loss | (15) | (10) | (75) |
| Tax on items that are or may be reclassified subsequently to profit or loss | 950 | (91) | 1,114 |
| Other comprehensive expense for the period, net of income tax | (3,237) | (920) | (2,821) |
| Total comprehensive income for the period | 5,843 | 5,084 | 10,799 |
| | | | |
| Attributable to: | | | |
| Equity holder of the parent | 5,633 | 4,732 | 10,089 |
| Non-controlling interests | 210 | 352 | 710 |
| | 5,843 | 5,084 | 10,799 |
Condensed Consolidated Statement of Changes in Equity
for the half year to 31st October 2022
| | Share capital | Translation reserve | Share-based payments reserve | Cash flow hedge reserve | Cost of hedging reserve | Retained earnings | Total attributable to equity holders of the parent | Non-controlling interests | Total equity |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Half Year to 31st October 2022 (Unaudited) | | | | | | | | | |
| Balance at 1st May 2022 | 769 | 463 | 5,244 | (2,746) | 140 | 111,440 | 115,310 | 4,433 | 119,743 |
| Total comprehensive income: | | | | | | | | | |
| Profit | ‒ | ‒ | ‒ | ‒ | ‒ | 8,761 | 8,761 | 319 | 9,080 |
| Other comprehensive income: | | | | | | | | | |
| Foreign exchange translation differences | ‒ | (81) | ‒ | ‒ | ‒ | ‒ | (81) | (86) | (167) |
| Net movements on cash flow hedges | ‒ | ‒ | ‒ | (3,114) | 67 | ‒ | (3,047) | (23) | (3,070) |
| Total comprehensive income / expense for the period | ‒ | (81) | ‒ | (3,114) | 67 | 8,761 | 5,633 | 210 | 5,843 |
| Dividends paid | ‒ | ‒ | ‒ | ‒ | ‒ | (4,145) | (4,145) | (380) | (4,525) |
| Balance at 31st October 2022 | 769 | 382 | 5,244 | (5,860) | 207 | 116,056 | 116,798 | 4,263 | 121,061 |
Condensed Consolidated Statement of Changes in Equity
for the half year to 31st October 2022
| | Share capital | Translation reserve | Share-based payments reserve | Cash flow hedge reserve | Cost of hedging reserve | Retained earnings | Total attributable to equity holders of the parent | Non-controlling interests | Total equity |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Half Year to 31st October 2021 (Unaudited) | | | | | | | | | |
| Balance at 1st May 2021 | 753 | (852) | 5,244 | 1,601 | (1) | 106,396 | 113,141 | 4,887 | 118,028 |
| Total comprehensive income: | | | | | | | | | |
| Profit | ‒ | ‒ | ‒ | ‒ | ‒ | 5,546 | 5,546 | 458 | 6,004 |
| Other comprehensive income: | | | | | | | | | |
| Foreign exchange translation differences | ‒ | (591) | ‒ | ‒ | ‒ | ‒ | (591) | (106) | (697) |
| Net movements on cash flow hedges | ‒ | ‒ | ‒ | (113) | (110) | ‒ | (223) | ‒ | (223) |
| Total comprehensive income / expense for the period | ‒ | (591) | ‒ | (113) | (110) | 5,546 | 4,732 | 352 | 5,084 |
| Issue of shares | 16 | ‒ | ‒ | ‒ | ‒ | ‒ | 16 | ‒ | 16 |
| Dividends paid | ‒ | ‒ | ‒ | ‒ | ‒ | (7,862) | (7,862) | (187) | (8,049) |
| Acquisition of NCI without a change in control | ‒ | ‒ | ‒ | ‒ | ‒ | (74) | (74) | (356) | (430) |
| Balance at 31st October 2021 | 769 | (1,443) | 5,244 | 1,488 | (111) | 104,006 | 109,953 | 4,696 | 114,649 |
Condensed Consolidated Statement of Changes in Equity
for the half year to 31st October 2022
| | Share capital | Translation reserve | Share-based payments reserve | Cash flow hedge reserve | Cost of hedging reserve | Retained earnings | Total attributable to equity holders of the parent | Non-controlling interests | Total equity |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Year ended 30th April 2022 (Audited) | | | | | | | | | |
| Balance at 1st May 2021 | 753 | (852) | 5,244 | 1,601 | (1) | 106,396 | 113,141 | 4,887 | 118,028 |
| Total comprehensive income: | | | | | | | | | |
| Profit | ‒ | ‒ | ‒ | ‒ | ‒ | 12,980 | 12,980 | 640 | 13,620 |
| Other comprehensive income: | | | | | | | | | |
| Foreign exchange translation differences | ‒ | 1,315 | ‒ | ‒ | ‒ | ‒ | 1,315 | 178 | 1,493 |
| Net movements on cash flow hedges | ‒ | ‒ | ‒ | (4,347) | 141 | ‒ | (4,206) | (108) | (4,314) |
| Total comprehensive income / expense for the period | ‒ | 1,315 | ‒ | (4,347) | 141 | 12,980 | 10,089 | 710 | 10,799 |
| Issue of shares | 16 | ‒ | ‒ | ‒ | ‒ | ‒ | 16 | ‒ | 16 |
| Dividends paid | ‒ | ‒ | ‒ | ‒ | ‒ | (7,862) | (7,862) | (808) | (8,670) |
| Acquisition of NCI without a change in control | ‒ | ‒ | ‒ | ‒ | ‒ | (74) | (74) | (356) | (430) |
| Balance at 30th April 2022 | 769 | 463 | 5,244 | (2,746) | 140 | 111,440 | 115,310 | 4,433 | 119,743 |
Condensed Consolidated Balance Sheet
| | Unaudited | Unaudited | Audited |
| | as at 31st | as at 31st | as at 30th |
| | October 2022 | October 2021 | April 2022 |
| | £'000 | £'000 | £'000 |
| Non-current assets | | | |
| Property, plant and equipment | 92,104 | 82,949 | 87,594 |
| Right-of-use assets | 6,956 | 4,276 | 6,191 |
| Investment in associates | 912 | 815 | 896 |
| Intangible assets | 24,380 | 24,500 | 24,817 |
| Derivative financial assets | 5,446 | 613 | 2,741 |
| Long-term trade receivables | ‒ | ‒ | 1,191 |
| | 129,798 | 113,153 | 123,430 |
| Current assets | | | |
| Inventories | 43,323 | 37,315 | 40,364 |
| Contract assets | 17,811 | 13,245 | 12,331 |
| Trade and other financial assets | 30,341 | 23,940 | 23,717 |
| Other receivables | 7,323 | 6,298 | 6,217 |
| Deferred tax asset | 59 | 144 | 60 |
| Derivative financial assets | 2,105 | 3,001 | 1,211 |
| Cash and cash equivalents | 8,604 | 12,257 | 11,651 |
| | 109,566 | 96,200 | 95,551 |
| Total assets | 239,364 | 209,353 | 218,981 |
| Current liabilities | | | |
| Bank overdrafts and interest-bearing liabilities | 3,318 | 1,853 | 2,764 |
| Contract liabilities * | 19,462 | 14,542 | 14,749 |
| Trade payables and other financial liabilities | 18,722 | 16,606 | 23,004 |
| Other payables | 6,266 | 4,102 | 4,256 |
| Derivative financial liabilities | 4,984 | 1,262 | 2,393 |
| Liabilities for current tax | 1,194 | 1,689 | 1,886 |
| Provisions for liabilities and charges | 206 | 512 | 205 |
| | 54,152 | 40,566 | 49,257 |
| Non-current liabilities | | | |
| Interest-bearing liabilities | 53,042 | 47,053 | 40,376 |
| Derivative financial liabilities | 2,326 | 336 | 1,643 |
| Provisions for liabilities and charges | 333 | 304 | 251 |
| Deferred tax liabilities | 8,450 | 6,445 | 7,711 |
| | 64,151 | 54,138 | 49,981 |
| Total liabilities | 118,303 | 94,704 | 99,238 |
| Net assets | 121,061 | 114,649 | 119,743 |
| Equity attributable to equity holders of the parent | | | |
| Share capital | 769 | 769 | 769 |
| Translation reserve | 382 | (1,443) | 463 |
| Share-based payments reserve | 5,244 | 5,244 | 5,244 |
| Cash flow hedge reserve | (5,860) | 1,488 | (2,746) |
| Cost of hedging reserve | 207 | (111) | 140 |
| Retained earnings | 116,056 | 104,006 | 111,440 |
| Total equity attributable to equity holders of the parent | 116,798 | 109,953 | 115,310 |
| Non-controlling interests | 4,263 | 4,696 | 4,433 |
| Total equity | 121,061 | 114,649 | 119,743 |
* Contract liabilities include advance payments from customers of £18,627,000 (October 2021: £13,766,000), with the balance of £835,000 (October 2021: £776,000) being costs accrued for contracts.
Condensed Consolidated Statement of Cash Flows
for the half year ended 31st October 2022
| | Unaudited | Unaudited | Audited |
| | Half Year to | Half Year to | Year ended |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £'000 | £'000 | £'000 |
| Cash flow from operating activities | | | |
| Profit from continuing operations after tax | 9,080 | 6,004 | 13,620 |
| Adjustments for: | | | |
| Depreciation of property, plant and equipment | 2,965 | 2,932 | 6,202 |
| Depreciation of right-of-use assets | 642 | 456 | 1,192 |
| Amortisation and impairment of intangible assets | 610 | 747 | 1,572 |
| Finance costs (net) | 761 | 513 | 1,169 |
| Foreign exchange (gains) / losses | (1,965) | 125 | (1,535) |
| Loss / (profit) on sale of property, plant and equipment | 7 | (95) | (18) |
| Unrealised gain on 10 year interest rate swap derivative | (3,132) | ‒ | (2,740) |
| Share of profit of associate companies | (33) | (33) | (63) |
| UK tax incentive credit on research and development | ‒ | ‒ | (675) |
| Tax expense | 3,157 | 1,719 | 6,321 |
| Cash generated from operating activities before changes in working capital and provisions | 12,092 | 12,368 | 25,045 |
| Increase in inventories | (3,112) | (3,073) | (5,175) |
| (Increase) / decrease in contract assets | (5,461) | 2,583 | 3,498 |
| Increase in trade and other receivables | (5,426) | (4,076) | (3,341) |
| Increase in contract liabilities | 4,720 | 266 | 472 |
| (Decrease) / increase in trade and other payables | (2,488) | (5,192) | 804 |
| Increase in unhedged derivative balances | ‒ | 180 | ‒ |
| Cash inflow from operations | 325 | 3,056 | 21,303 |
| Interest paid (net) | (763) | (513) | (1,258) |
| Corporation tax paid | (2,196) | (576) | (2,051) |
| Net cash from operating activities | (2,634) | 1,967 | 17,994 |
| Cash flows from investing activities | | | |
| Proceeds from sale of property, plant and equipment | 39 | 213 | 341 |
| Acquisition of property, plant and equipment | (6,796) | (9,220) | (16,215) |
| Additional investment in existing subsidiaries | ‒ | (430) | (430) |
| Acquisition of intangible assets | (143) | (269) | (282) |
| Development expenditure capitalised | (166) | (408) | (1,505) |
| Net cash outflow from investing activities | (7,066) | (10,114) | (18,091) |
| Cash flows from financing activities | | | |
| Proceeds from issue of share capital | ‒ | 16 | 16 |
| Payment of capital element of lease obligations | (882) | (385) | (1,153) |
| Dividends paid | (4,145) | (7,862) | (7,862) |
| Dividends paid to non-controlling interests | (380) | (187) | (808) |
| Proceeds from new loans and committed facilities | 13,000 | 14,200 | 6,702 |
| Repayment of loans and committed facilities | (868) | (355) | (683) |
| Net cash inflow / (outflow) from financing activities | 6,725 | 5,427 | (3,788) |
| | | | |
| Net decrease in cash and cash equivalents | (2,975) | (2,720) | (3,885) |
| Cash and cash equivalents at beginning of year | 11,651 | 15,160 | 15,160 |
| Effect of exchange rate fluctuations on cash held | (72) | (183) | 376 |
| Closing cash and cash equivalents (note 15) | 8,604 | 12,257 | 11,651 |
Notes
to the Condensed Consolidated Financial Statements
1. Reporting Entity
Goodwin PLC (the "Company") is a company incorporated in England and Wales. The unaudited condensed consolidated interim financial statements of the Company as at and for the six months ended 31st October 2022 comprise the Company, its subsidiaries, and the Group's interests in associates (together referred to as the "Group").
The audited consolidated financial statements of the Group as at and for the year ended 30th April 2022 are available upon request from the Company's registered office at Ivy House Foundry, Hanley, Stoke-on-Trent, ST1 3NR or via the Company's web site: www.goodwin.co.uk.
2. Statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted in the United Kingdom. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the audited consolidated financial statements of the Group as at and for the year ended 30th April 2022.
The comparative figures for the financial year ended 30th April 2022 are extracts and not the full Group's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The Audit Committee has reviewed these unaudited condensed consolidated interim financial statements and has advised the Board of Directors that, taken as a whole, they are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's half year performance. These unaudited condensed consolidated interim financial statements were approved by the Board of Directors on 19th December 2022.
3. Significant Accounting Policies
The accounting policies applied by the Group in these unaudited condensed consolidated financial statements are the same as those applied by the Group in its audited consolidated financial statements as at and for the year ended 30th April 2022, except where accounting standards have been amended and the Group has adopted these amendments during the current period.
The following amendments, which have become effective for the current reporting period, and therefore have been adopted by the Group, are not expected to have a significant impact on the Group's financial statements.
· Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and Annual Improvements 2018-2020 - (effective for periods commencing on or after 1st January 2022)
New IFRS standards, amendments and interpretations not adopted
The IASB and IFRIC have issued additional standards and amendments which are effective for periods starting after the date of these financial statements. The following amendments have not yet been adopted by the Group:
· Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors 'Definition of Accounting Estimates' - (effective for periods commencing on or after 1st January 2023, subject to UK endorsement).
· Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current - Deferral of Effective Date - (effective for periods commencing on or after 1st January 2023, subject to endorsement).
· Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies - (effective for periods commencing on or after 1st January 2023, subject to UK endorsement).
· Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction - (effective for periods commencing on or after 1st January 2023, subject to endorsement).
The Group does not expect the above amendments to have a material impact on profit, earnings per share and net assets in future periods.
4. Accounting Estimates and Judgements
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these unaudited consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended 30th April 2022.
The tax charge in the period is based on management's estimate of the weighted average annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period, and the impact of any disallowed costs.
5. Operating Segments
In accordance with the requirements of IFRS 8 "Operating Segments", the Group's reportable segments, based on information reported to the Group's Board of Directors for the purposes of resource allocation and assessment of segment performance, are as follows:
• Mechanical Engineering (Mechanical) - casting, machining and general engineering
• Refractory Engineering (Refractory) - powder manufacture and mineral processing
Information regarding the Group's operating segments is reported in the following tables.
6. Operating segment revenue
| | Unaudited | Unaudited | Audited | ||||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | Year ended 30th April 2022 | ||||||
| | Mechanical | Refractory | Total | Mechanical | Refractory | Total | Mechanical | Refractory | Total |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Total revenue | 70,276 | 40,039 | 110,315 | 49,747 | 34,443 | 84,190 | 105,389 | 72,026 | 177,415 |
| Inter-segment revenue | (12,226) | (8,754) | (20,980) | (8,203) | (7,103) | (15,306) | (17,784) | (15,523) | (33,307) |
| External revenue | 58,050 | 31,285 | 89,335 | 41,544 | 27,340 | 68,884 | 87,605 | 56,503 | 144,108 |
7. Operating segment profit
| | Unaudited | Unaudited | Audited | ||||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | Year ended 30th April 2022 | ||||||
| | Mechanical | Refractory | Total | Mechanical | Refractory | Total | Mechanical | Refractory | Total |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Operating profit | 5,809 | 6,525 | 12,334 | 3,565 | 6,015 | 9,580 | 9,139 | 12,657 | 21,796 |
| Share of profit of associate companies | ‒ | 33 | 33 | ‒ | 33 | 33 | ‒ | 63 | 63 |
| Group centre | | | (2,501) | | | (1,377) | | | (3,489) |
| Group finance costs (net) | | | (761) | | | (513) | | | (1,169) |
| Unrealised gain on 10 year interest rate swap | | | 3,132 | | | ‒ | | | 2,740 |
| Consolidated profit before tax | | | 12,237 | | | 7,723 | | | 19,941 |
| Tax | | | (3,157) | | | (1,719) | | | (6,321) |
| Consolidated profit after tax | | | 9,080 | | | 6,004 | | | 13,620 |
8. Operating segment assets and liabilities
| | Unaudited | Unaudited | Audited | ||||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | Year ended 30th April 2022 | ||||||
| | Mechanical | Refractory | Total | Mechanical | Refractory | Total | Mechanical | Refractory | Total |
| | 2022 | 2022 | 2022 | 2021 | 2021 | 2021 | 2022 | 2022 | 2022 |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Total assets | 106,141 | 50,968 | 157,109 | 104,014 | 46,094 | 150,108 | 93,049 | 48,843 | 141,892 |
| Total liabilities | (82,797) | (22,431) | (105,228) | (76,441) | (18,376) | (94,817) | (71,950) | (22,643) | (94,593) |
| Net assets - reportable segment net assets | 23,344 | 28,537 | 51,881 | 27,573 | 27,718 | 55,291 | 21,099 | 26,200 | 47,299 |
| Net assets - Goodwin PLC (the Company) | | | 85,411 | | | 75,450 | | | 88,595 |
| Elimination of Goodwin PLC investments | | | (25,822) | | | (25,822) | | | (25,822) |
| Goodwill | | | 9,591 | | | 9,730 | | | 9,671 |
| Consolidated total net assets | | | 121,061 | | | 114,649 | | | 119,743 |
9. Operating segment capital expenditure, depreciation and amortisation
| | Unaudited | Unaudited | |||||||||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | |||||||||||
| | Mechanical | Refractory | Goodwin PLC | Total | Mechanical | Refractory | Goodwin PLC | Total | |||||
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||
| Capital expenditure on: | | | | | | | | | |||||
| Property, plant and equipment | 1,482 | 382 | 5,962 | 7,826 | 2,228 | 715 | 6,094 | 9,037 | |||||
| Right-of-use assets | 336 | ‒ | 768 | 1,104 | ‒ | ‒ | 1,078 | 1,078 | |||||
| Intangible assets | 188 | 45 | 29 | 262 | 420 | 21 | 188 | 629 | |||||
| Total capital expenditure | 2,006 | 427 | 6,759 | 9,192 | 2,648 | 736 | 7,360 | 10,744 | |||||
| | | | | | | | | | |||||
| Depreciation - property, plant and equipment | 950 | 461 | 1,554 | 2,965 | 829 | 527 | 1,576 | 2,932 | |||||
| Depreciation - right-of-use assets | 171 | 147 | 324 | 642 | 159 | 140 | 157 | 456 | |||||
| Amortisation | 26 | 74 | 510 | 610 | 21 | 220 | 506 | 747 | |||||
| Total | 1,147 | 682 | 2,388 | 4,217 | 1,009 | 887 | 2,239 | 4,135 | |||||
| |
|
|
|
| Audited | ||||||||
| |
|
|
|
| Year ended 30th April 2022 | ||||||||
| |
|
|
|
| Mechanical | Refractory | Goodwin PLC | Total | |||||
| |
|
|
|
| £'000 | £'000 | £'000 | £'000 | |||||
| Capital expenditure on | | | | | | | | | |||||
| Property, plant and equipment | | | | | 5,396 | 1,631 | 9,326 | 16,353 | |||||
| Right-of-use assets | | | | | 2,401 | 881 | 441 | 3,723 | |||||
| Intangible assets | | | | | 1,121 | 429 | 237 | 1,787 | |||||
| Total capital expenditure | | | | | 8,918 | 2,941 | 10,004 | 21,863 | |||||
| | | | | | | | | | |||||
| Depreciation - property, plant and equipment | | | | | 1,895 | 1,092 | 3,215 | 6,202 | |||||
| Depreciation - right-of-use assets | | | | | 305 | 294 | 593 | 1,192 | |||||
| Amortisation | | | | | 47 | 330 | 1,180 | 1,557 | |||||
| Impairment | | | | | ‒ | ‒ | 15 | 15 | |||||
| Total | | | | | 2,247 | 1,716 | 5,003 | 8,966 | |||||
10. Geographical segments
| | Unaudited | Unaudited | ||||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | ||||||
| | Revenue | Net assets | Non-current assets | Capital expenditure | Revenue | Net assets | Non-current assets | Capital expenditure |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| UK | 25,108 | 75,384 | 107,933 | 7,957 | 17,815 | 76,575 | 92,602 | 9,483 |
| Rest of Europe | 13,360 | 9,096 | 3,981 | 385 | 9,212 | 8,069 | 3,878 | 926 |
| USA | 7,807 | ‒ | ‒ | ‒ | 6,159 | ‒ | ‒ | ‒ |
| Pacific Basin | 18,349 | 16,993 | 7,395 | 119 | 16,025 | 15,044 | 7,375 | 97 |
| Rest of World | 24,711 | 19,588 | 10,489 | 731 | 19,673 | 14,961 | 9,298 | 238 |
| Total | 89,335 | 121,061 | 129,798 | 9,192 | 68,884 | 114,649 | 113,153 | 10,744 |
| |
|
|
|
| Audited | |||
| |
|
|
|
| Year ended 30th April 2022 | |||
| |
|
|
|
| Revenue | Net assets | Non-current assets | Capital expenditure |
| |
|
|
|
| £'000 | £'000 | £'000 | £'000 |
| UK | | | | | 38,599 | 77,447 | 104,995 | 19,670 |
| Rest of Europe | | | | | 21,388 | 8,648 | 3,728 | 1,009 |
| USA | | | | | 14,046 | ‒ | ‒ | ‒ |
| Pacific Basin | | | | | 31,085 | 15,867 | 6,703 | 278 |
| Rest of World | | | | | 38,990 | 17,781 | 8,004 | 906 |
| Total | | | | | 144,108 | 119,743 | 123,430 | 21,863 |
11. Revenue
The Group's revenue is derived from contracts with customers. The following tables provide an analysis of revenue by geographical market and by product line.
| | Unaudited | Unaudited | Audited | ||||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | Year ended 30th April 2022 | ||||||
| | Mechanical | Refractory | Total | Mechanical | Refractory | Total | Mechanical | Refractory | Total |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Primary geographical markets | | | | | | | | | |
| UK | 17,916 | 7,193 | 25,109 | 11,256 | 6,559 | 17,815 | 25,261 | 13,338 | 38,599 |
| Rest of Europe | 9,322 | 4,038 | 13,360 | 5,327 | 3,885 | 9,212 | 13,304 | 8,084 | 21,388 |
| USA | 7,400 | 407 | 7,807 | 5,796 | 363 | 6,159 | 13,398 | 648 | 14,046 |
| Pacific Basin | 5,885 | 12,464 | 18,349 | 5,461 | 10,564 | 16,025 | 9,457 | 21,628 | 31,085 |
| Rest of World | 17,527 | 7,183 | 24,710 | 13,704 | 5,969 | 19,673 | 26,185 | 12,805 | 38,990 |
| Total | 58,050 | 31,285 | 89,335 | 41,544 | 27,340 | 68,884 | 87,605 | 56,503 | 144,108 |
|
| | | | | | | | | |
| Product lines | | | | | | | | | |
| Standard products and consumables | 7,222 | 31,285 | 38,507 | 5,105 | 27,340 | 32,445 | 12,155 | 56,503 | 68,658 |
| Bespoke engineered products - point in time | 17,468 | ‒ | 17,468 | 6,022 | ‒ | 6,022 | 9,992 | ‒ | 9,992 |
| Total point in time revenue | 24,690 | 31,285 | 55,975 | 11,127 | 27,340 | 38,467 | 22,147 | 56,503 | 78,650 |
| Minimum period contracts for goods and services | 2,252 | ‒ | 2,252 | 1,879 | ‒ | 1,879 | 3,804 | ‒ | 3,804 |
| Bespoke engineered products - over time | 31,108 | ‒ | 31,108 | 28,538 | ‒ | 28,538 | 61,654 | ‒ | 61,654 |
| Total over time revenue | 33,360 | ‒ | 33,360 | 30,417 | ‒ | 30,417 | 65,458 | ‒ | 65,458 |
| Total revenue | 58,050 | 31,285 | 89,335 | 41,544 | 27,340 | 68,884 | 87,605 | 56,503 | 144,108 |
12. Dividends
The Directors do not propose the payments of an interim dividend.
| | Unaudited | Unaudited | Audited |
| | Half Year to | Half Year to | Year ended |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £'000 | £'000 | £'000 |
| Equity dividends paid during the period: | | | |
| Ordinary dividends paid in respect of the year ended 30th April 2022 (53.90p per share) | 4,145 | ‒ | ‒ |
| Ordinary dividends paid in respect of the year ended 30th April 2021 (102.24p per share) | ‒ | 7,862 | 7,862 |
| Total | 4,145 | 7,862 | 7,862 |
As noted in the Group Annual Accounts to 30th April 2022, the dividend payments for the year ended 30th April 2022 are being paid in two equal instalments, with the second payment due in April 2023.
13. Earnings per share
| | Unaudited | Unaudited | Audited |
| | as at | as at | as at |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | Number of ordinary shares | ||
| Ordinary shares in issue | | | |
| Opening balance | 7,689,600 | 7,526,400 | 7,526,400 |
| Shares issued in the period | ‒ | 163,200 | 163,200 |
| Closing balance | 7,689,600 | 7,689,600 | 7,689,600 |
| | | | |
| Weighted average number of ordinary shares in issue | 7,689,600 | 7,689,600 | 7,673,951 |
| | | | |
| | £'000 | ||
| Relevant profits attributable to shareholders | 8,761 | 5,546 | 12,980 |
14. Property, plant and equipment and intangible assets
| | Unaudited | Unaudited | ||||
| | Half Year to 31st October 2022 | Half Year to 31st October 2021 | ||||
| | Property, plant and equipment | Right-of-use assets | Intangible assets | Property, plant and equipment | Right-of-use assets | Intangible assets |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Net book value at the beginning of the period | 87,594 | 6,191 | 24,817 | 77,063 | 3,691 | 24,813 |
| Additions | 7,826 | 1,104 | 262 | 9,037 | 1,078 | 629 |
| Disposals (at net book value) | (46) | ‒ | ‒ | (117) | ‒ | ‒ |
| Transfers | (306) | 306 | ‒ | ‒ | ‒ | ‒ |
| Depreciation | (2,965) | (642) | ‒ | (2,932) | (456) | ‒ |
| Amortisation | ‒ | ‒ | (610) | ‒ | ‒ | (747) |
| Exchange adjustment | 1 | (3) | (89) | (102) | (37) | (195) |
| Net book value at the end of the period | 92,104 | 6,956 | 24,380 | 82,949 | 4,276 | 24,500 |
The depreciation on right-of-use assets maybe be analysed as follows:
| | Unaudited | Unaudited |
| | Half Year to 31st October | Half Year to 31st October |
| | 2022 | 2021 |
| | £'000 | £'000 |
| Finance leases (former IAS 17 definition) | 365 | 210 |
| Operating leases (former IAS 17 definition) | 277 | 246 |
| | 642 | 456 |
15. Cash and cash equivalents
| | Unaudited | Unaudited | Audited |
| | as at | as at | as at |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £'000 | £'000 | £'000 |
| Cash and cash equivalents per balance sheet and cash flow statement | 8,604 | 12,257 | 11,651 |
16. Interest-bearing liabilities
| | Unaudited | Unaudited | Audited |
| | as at | as at | as at |
| | 31st October | 31st October | 30th April |
| | 2022 | 2021 | 2022 |
| | £'000 | £'000 | £'000 |
| Bank loans - repayable by instalments | 1,058 | 833 | 1,005 |
| Other loans | ‒ | ‒ | 202 |
| Lease liabilities | 2,260 | 1,020 | 1,557 |
| Due within one year | 3,318 | 1,853 | 2,764 |
| | | | |
| Bank loans - repayable by instalments | 7,367 | 4,076 | 8,059 |
| Bank loans - rolling credit facilities | 41,000 | 40,000 | 28,000 |
| Lease liabilities | 4,675 | 2,977 | 4,317 |
| Due after more than one year | 53,042 | 47,053 | 40,376 |
| | | | |
| Bank loans - repayable by instalments | 8,425 | 4,909 | 9,064 |
| Bank loans - rolling credit facilities | 41,000 | 40,000 | 28,000 |
| Other loans | ‒ | ‒ | 202 |
| Lease liabilities | 6,935 | 3,997 | 5,874 |
| Total | 56,360 | 48,906 | 43,140 |
| | | | |
| Former IAS 17 analysis of lease liabilities | | | |
| Finance leases | 5,306 | 2,169 | 4,170 |
| Operating leases | 1,629 | 1,828 | 1,704 |
| | 6,935 | 3,997 | 5,874 |
17. Capital management
As at 31st October 2022 the capital utilised was £162,925,000, as shown below:
| | | Unaudited | Unaudited | Audited |
| | | As at | As at | As at |
| | | 31st October | 31st October | 30th April |
| | | 2022 | 2021 | 2022 |
| | Note | £'000 | £'000 | £'000 |
| Cash and cash equivalents | 15 | (8,604) | (12,257) | (11,651) |
| Bank loans and committed facilities | 16 | 49,425 | 44,909 | 37,064 |
| Other loans | | ‒ | ‒ | 202 |
| Lease liabilities | 16 | 6,935 | 3,997 | 5,874 |
| Net debt in accordance with IFRS 16 | | 47,756 | 36,649 | 31,489 |
| Operating lease debt (former IAS 17 definition) | 16 | (1,629) | (1,828) | (1,704) |
| Relevant net debt for KPI purposes | | 46,127 | 34,821 | 29,785 |
| Total equity attributable to equity holders of the parent | | 116,798 | 109,953 | 115,310 |
| Capital | | 162,925 | 144,774 | 145,095 |
18. Total financial assets and financial liabilities
The following table sets out the Group's accounting classification of its financial assets and financial liabilities, and their carrying amounts at 31st October 2022. The carrying amount is a reasonable approximation of fair value for all financial assets and financial liabilities.
| | Fair value hedging instruments | Fair value through profit and loss | Amortised cost | Total carrying amount / fair value amount |
| | £'000 | £'000 | £'000 | £'000 |
| Financial assets measured at fair value | | | | |
| Forward exchange contracts used for hedging | 844 | ‒ | ‒ | 844 |
| Other forward exchange contracts | ‒ | 835 | ‒ | 835 |
| Interest rate swap | ‒ | 5,872 | ‒ | 5,872 |
| | 844 | 6,707 | ‒ | 7,551 |
| Financial assets not measured at fair value | | | | |
| Cash and cash equivalents | ‒ | ‒ | 8,604 | 8,604 |
| Contract assets | ‒ | ‒ | 17,811 | 17,811 |
| Trade receivables and other financial assets | ‒ | ‒ | 30,341 | 30,341 |
| Corporation tax receivable | ‒ | ‒ | 1,339 | 1,339 |
| | ‒ | ‒ | 58,095 | 58,095 |
| Financial liabilities measured at fair value | | | | |
| Forward exchange contracts used for hedging | 7,077 | ‒ | ‒ | 7,077 |
| Other forward exchange contracts | ‒ | 233 | ‒ | 233 |
| | 7,077 | 233 | ‒ | 7,310 |
| Financial liabilities not measured at fair value | | | | |
| Bank loans | ‒ | ‒ | 49,425 | 49,425 |
| Lease liabilities | ‒ | ‒ | 6,935 | 6,935 |
| Contract liabilities | ‒ | ‒ | 19,462 | 19,462 |
| Trade payables and other financial liabilities | ‒ | ‒ | 18,722 | 18,722 |
| Corporation tax payable | ‒ | ‒ | 1,194 | 1,194 |
| | ‒ | ‒ | 95,738 | 95,738 |
The forward exchange and interest rate swap contract assets and liabilities fair values in the above table are derived using Level 2 inputs as defined by IFRS 7 as detailed in the paragraph below.
IFRS 7 requires that the classification of financial instruments at fair value be determined by reference to the source of inputs used to derive the fair value. This classification uses the following three-level hierarchy: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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