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Tanfield Group Ord GBP0.05 NEX:TAN.GB NEX Common Stock
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Tanfield Group PLC Final Results

24/04/2018 7:00am

UK Regulatory (RNS & others)

Tanfield Group Ord GBP0.05 (NEX:TAN.GB)
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1 Year : From Jan 2018 to Jan 2019

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RNS Number : 8443L

Tanfield Group PLC

24 April 2018

The Tanfield Group Plc

("Tanfield" or "the Company")

Final Results for the year ending 31 December 2017 and Notice of AGM

Tanfield Group Plc, a passive investing company as defined by AIM Rules, announces its final results for the year ending 31 December 2017. The audited financial statements are being posted to shareholders today and made available on the Company website at shortly.

Tanfield announces that its Annual General Meeting will be held at 12:00p.m. (UK time) on 21 May 2018 at Sandgate House, 102 Quayside, Newcastle-upon-Tyne, NE1 3DX. Information on the resolutions can be found in the Notice of Annual General Meeting circular that will be posted to shareholders today and made available on the Company website at shortly.

Daryn Robinson, Chairman of Tanfield, said:

"We have continued to closely monitor the progress of the Company's main investment in Snorkel International Holdings LLC ("Snorkel") during the year whilst still maintaining a watchful eye over the investment in Smith Electric Vehicles Corp. ("Smith") despite the carrying value being nil. The Board is pleased with the progress made by Snorkel during 2017 and feels that, should the progress continue, it makes the likelihood of a realisation of value in the future more probable. The calculation of the Snorkel valuation was made in 2013 and is based on the formula for realisation of value, which expires on 30 September 2018, detailed in the circular that was distributed prior to the joint venture between Tanfield Group Plc and Xtreme Manufacturing LLC. Whilst progress continues to be made, the Board is of the view that the financial targets required to trigger the formula for realisation of value will not be met before this expiry date. After this date, the calculation of the investment value becomes uncertain and the return could be less than the carrying value. The Board continues to hold the view that the value of the investment in Smith should be nil."

Investment Report


The Company is defined as an investment company with two passive investments. This definition resulted from the disposal of the controlling interest in Smith in 2009 and the formation of a joint venture between Tanfield Group Plc and Xtreme Manufacturing LLC ("Xtreme") relating to Snorkel in October 2013. Tanfield currently owns 5.76% of Smith Electric Vehicles Corp. and 49% of Snorkel International Holdings LLC.



Tanfield continues to own 49% of Snorkel, which it has held since the joint venture was established in October 2013. Sales levels (unaudited) have continued to grow during 2017, increasing by 27% resulting in sales of $165.8m (2016: $130.5m / 2015: $109.9m / 2014: $85.3m). Snorkel's strategy of creating a broader and more diverse customer base in targeted areas is one of the factors that has assisted the continued sales growth. The Board is not aware of any market factors, nor has it been made aware of any other specific reason why further growth could not take place in 2018.

The Snorkel unaudited accounts for 2017 report an operating profit, excluding depreciation, of $1.6m (2016: $2.8m loss / 2015: $10.6m loss / 2014: $14.9m loss). The Board takes comfort from a sustained period of operating profitability experienced in 2017. This is testament to the focused cost-down activity that has taken place in recent years and that is expected to continue in future and which, if successful, should reduce the bill of material costs and improve gross margins further.

With the continued focus and support received from the majority owner Don Ahern, the owner of Xtreme, the Board sees no reason why Snorkel could not once again see growth in 2018, having achieved sales growth of 29% in 2015, 19% in 2016 and 27% in 2017, and therefore potentially increase the level of operating profitability. Tanfield is, however, unsure if the dependency in the US upon Ahern Rentals as its principal customer may have an impact upon this possible outcome.

Should economic conditions materially change during the remainder of 2018, this may have an impact on the expected outcome, but the Board is currently of the opinion that the investment in Snorkel will result in a return to shareholders in the future, although it should be noted that this is not expected to materialise until after 30 September 2018, when the outcome then becomes uncertain and could be less or could be more than the calculated realisation value.

Valuation of Snorkel holding

The Board of Tanfield has taken a view of the carrying value of its 49% holding and its adjusted priority amount that takes account of risks in the industrial global markets and the normal cycles that operate within these markets. The range of potential valuations can be broad, with the added complexity of a time- driven element whereby the agreement for the current valuation formula could only be triggered during a five year period ending in September 2018.

At the end of 2017 there were just 9 months left to run on the fixed terms of the agreement. If the formula is not triggered within the 5 year time frame, Tanfield will retain a 49% interest in Snorkel but the trailing 12 month $25m EBITDA trigger compelling payment of the $22.4m adjusted priority amount and the Company's put option compelling the purchase of Tanfield's remaining interest in Snorkel will expire. The Board continues to hold the view that Don Ahern, the owner of Xtreme, would wish to one day own 100% of Snorkel and will therefore seek to exercise the call option to buy Tanfield's holding in Snorkel at some point in the future.

As the Board is of the view that the $25m EBITDA trigger will not be achieved by the expiry date, the calculation of the investment value then becomes uncertain. The Board has considered a number of possible scenarios, which assume that both progress within Snorkel and the wider global market conditions will continue to improve and, given the range of possible outcomes, the actual realisation could be less or more than the current valuation. A number of factors could influence the valuation and performance of Snorkel between now and a potential realisation date beyond September 2018, including Xtreme's negotiating stance and the exchange rate at the time of any realisation.

Due to the inherent uncertainties, the Board is unable to determine whether the outcome will be less than the current investment value so feel the current valuation of GBP36.3m should be maintained. This valuation has been assessed against various criteria, including past performance, production capacity, market conditions, the capability of the business to increase output and exchange rate fluctuations.


In October 2014 Smith completed a restructuring exercise that saw it convert debt to equity. As a result of this, they informed the Company that its equity shareholding had reduced from 24% to 5.76% (excluding warrants).

Since then, Smith has sought to raise funds which would allow it to implement its strategic plan. To date, no significant fundraise has been completed and the Board of Tanfield does not foresee this happening in the immediate future.

In May 2015 Smith executed a conditional agreement to form an exclusive joint venture with strategic partner and investor FDG Electric Vehicles Limited ("FDG"). In May 2016, the Board of Tanfield was informed that Smith had filed a complaint against FDG and the new Joint Venture. The Board of Tanfield understands that counter-claims have been made against Smith and that legal proceedings are ongoing.

Valuation of Smith holding

In 2015, the Board of Directors carried out a review of the investment in Smith resulting in a decision to impair the investment value to nil. The Board came to this decision due to the funding uncertainties as well as the legal proceedings between Smith and FDG.

In the light of the ongoing legal proceedings and Smith's inability to raise any meaningful funds since that time, the Board maintains its opinion that the investment value should be held at nil.

Strategy of Tanfield Board of Directors in relation to its Investments

Although the Board cannot predict the timeframe for a return of value from its investment in Snorkel, the Directors believe that it will result in a return of value to shareholders over time. In contrast, at this stage it does not look likely that its investment in Smith will result in a return of value to shareholders. The Directors will update shareholders should this view change.

The strategy of the Company in relation to these investments is to return as much as possible of any realised value to shareholders as events occur and circumstances allow, subject to compliance with any legal requirements associated with such distributions.

The Board takes the view that while there has been further progress made by Snorkel, there is still a risk of failure, although based on progress to date and commitments from Don Ahern / Xtreme, this seems unlikely. The Board will continue to fulfill its obligation to its shareholders in seeking to optimise the value of its investments.

The investments are defined as passive investments and in line with this definition Tanfield does not hold Board seats in either Snorkel or Smith. There is no limit on the amount of time the existing investments may be held by the Company.

                                                                       2017       2016 
                                                                   GBP000's   GBP000's 
===============================================  ====  ====   =============  ========= 
 Revenue                                                                  -          - 
 Staff costs                                                           (83)       (85) 
 Other operating income                                                  84         30 
 Other operating expenses                                             (149)      (182) 
------------------------------------------------------------  -------------  --------- 
 Loss from operations                                                 (148)      (237) 
 Finance expense                                                          -       (13) 
 Finance income                                                           -          1 
------------------------------------------------------------  -------------  --------- 
 Net finance expense                                                      -       (12) 
 Loss from operations before 
  tax                                                                 (148)      (249) 
 Taxation                                                                 -          - 
-----------------------------------------------  ----  ----   -------------  --------- 
 Loss & total comprehensive income for 
  the year attributable to equity shareholders                        (148)      (249) 
-----------------------------------------------------------   -------------  --------- 
 Earnings per share 
 Loss per share from operations 
 Basic and diluted (p)                                                (0.1)      (0.2) 
 STATEMENT OF FINANCIAL POSITION (Company registration number 04061965) 
 AS AT 31 DECEMBER 2017 
                                                                                2017              2016 
                                                                            GBP000's          GBP000's 
========================================================  ====  ====   =============  ================ 
 Non current assets 
 Non current Investments                                                      36,283            36,283 
---------------------------------------------------------------------  -------------  ---------------- 
                                                                              36,283            36,283 
 ----  ----  --------------------------------------------------------  -------------  ---------------- 
 Current assets 
 Trade and other receivables                                                      13                61 
 Cash and cash equivalents                                                       134               269 
---------------------------------------------------------------------  -------------  ---------------- 
                                                                                 147               330 
 ----  ----  --------------------------------------------------------  -------------  ---------------- 
 Total assets                                                                 36,430            36,613 
---------------------------------------------------------------------  -------------  ---------------- 
 Current liabilities 
 Trade and other payables                                                         56                91 
---------------------------------------------------------------------  -------------  ---------------- 
                                                                                  56                91 
 ----  ----  --------------------------------------------------------  -------------  ---------------- 
 Total liabilities                                                                56                91 
---------------------------------------------------------------------  -------------  ---------------- 
 Share capital                                                                 7,816             7,816 
 Share premium                                                                17,190            17,190 
 Share option reserve                                                            331               459 
 Special reserve                                                              66,837            66,837 
 Merger reserve                                                                1,534             1,534 
 Retained earnings                                                          (57,334)          (57,314) 
---------------------------------------------------------------------  -------------  ---------------- 
 Total equity attributable 
  to equity shareholders                                                      36,374            36,522 
---------------------------------------------------------------------  -------------  ---------------- 
 Total equity and liabilities                                                 36,430            36,613 
---------------------------------------------------------------------  -------------  ---------------- 
                                          Share      Share      Share     Merger      Special    Retained      Total 
                                        capital   premiuma     option   reservec     reserved   earningse 
                                       GBP000's   GBP000's   GBP000's   GBP000's     GBP000's    GBP000's   GBP000's 
    At 1 January 2016                     7,546     16,800        461      1,534       66,837    (57,067)     36,111 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 
    Comprehensive income 
    Loss for the year                         -          -          -          -            -       (249)      (249) 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 
    Total comprehensive 
     income for the year                      -          -          -          -            -       (249)      (249) 
    Transactions with 
     owners in their capacity 
     as owners:- 
    Issuance of new 
     shares (note 10)                       270        390          -          -            -           -        660 
    Share based payments 
     (note 11)                                -          -        (2)          -            -           2          - 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 
    At 31 December 2016                   7,816     17,190        459      1,534       66,837    (57,314)     36,522 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 
    Comprehensive income 
    Loss for the year                         -          -          -          -            -       (148)      (148) 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 
    Total comprehensive 
     income for the year                      -          -          -          -            -       (148)      (148) 
    Transactions with 
     owners in their capacity 
     as owners:- 
    Share based payments 
     (note 11)                                -          -      (128)          -            -         128          - 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 
    At 31 December 2017                   7,816     17,190        331      1,534       66,837    (57,334)     36,374 
   -----------------------------      ---------  ---------  ---------  ---------  -----------  ----------  --------- 

a The share premium account represents amounts subscribed for share capital in excess of nominal value, net of directly attributable share issue costs.

b The share option reserve represents the cumulative share-based payment expense.

c The merger reserve has arisen on the legal acquisition of subsidiary companies.

d The special reserve relates to a previous reclassification of the share premium account.

e The retained earnings represents the accumulated retained profits and losses less dividend payments.

                                                              2017       2016 
                                                          GBP000's   GBP000's 
============================================  ====   =============  ========= 
 Loss before interest and taxation                           (148)      (237) 
 Operating cash flows before movements 
  in working capital                                         (148)      (237) 
 Decrease in receivables                                        48         25 
 Decrease in payables                                         (35)      (273) 
---------------------------------------------------  -------------  --------- 
 Net cash used in operating activities                       (135)      (485) 
 Cash flow from financing activities 
 Proceeds from issuance of ordinary 
  shares net of costs                                            -        660 
---------------------------------------------------  -------------  --------- 
 Net cash generated by financing activities                      -        660 
---------------------------------------------------  -------------  --------- 
 Net (decrease)/increase in cash and 
  cash equivalents                                           (135)        175 
 Cash and cash equivalents at the start 
  of year                                                      269         94 
---------------------------------------------------  -------------  --------- 
 Cash and cash equivalents at the end 
  of the year                                                  134        269 
---------------------------------------------------  -------------  --------- 

1. Basis of preparation

The results announcement has been prepared under the historical cost convention on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards and IFRIC interpretations as adopted by the EU ("IFRS").

The announcement has been prepared on the basis of the same accounting policies as published in the audited financial statements of the Company for the year ended 31 December 2017.

The information in this statement has been extracted from the accounts for the year ended 31 December 2017 and as such, does not contain all the information required to be disclosed in accordance with the International Financial Reporting Standards ("IFRS").

2. Audited Financial Statements

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2017 or 2016 within the meaning of s434 of the Companies Act 2006 but is derived from those accounts. Statutory accounts for 2016 have been delivered to the registrar of companies, and those for 2017 will be delivered in due course.

The auditors have reported on those accounts; their reports were (i) unqualified and (ii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2016 or 2017. However, (iii) in their audit report for the year ended 31 December 2016 the auditors did include a matter to which they drew attention by way of emphasis. The results for the year ended 31 December 2017 were approved and authorised for issue by the Board of Directors on 23 April 2018 and are audited.

The information contained in this preliminary announcement was authorised and approved by the Board of Directors on 23 April 2018.

3. Loss per share

 Basic loss per share is calculated by dividing the loss attributable 
  to equity shareholders by the weighted average number of shares 
  in issue during the period. In calculating the dilution per share, 
  share options outstanding and other potential ordinary shares 
  have been taken into account where the impact of these is dilutive. 
  As the potential dilutive ordinary shares from share options 
  reduce the loss per share these shares are omitted from the dilutive 
  loss per share calculation. The average share price during the 
  year was 14.10p (2016: 12.88p). 
                                                                                           2017       2016 
                                                                                            No.        No. 
 Number of shares                                                                         000's      000's 
-------------------------------------------------------------------  --------  -----  ---------  --------- 
 Weighted average number of ordinary shares for 
  the purposes of basic earnings per share                                              156,324    153,677 
 Effect of dilutive potential ordinary 
  shares from share options                                                                   -        122 
-------------------------------------------------------------------  --------  -----  ---------  --------- 
 Weighted average number of ordinary shares for 
  the purposes of diluted earnings per share                                            156,324    153,799 
------------------------------------------------------------------------------------  ---------  --------- 
                                                                                           2017       2016 
 From operations                                                                       GBP000's   GBP000's 
-------------------------------------------------------------------  --------  -----  ---------  --------- 
 Loss for the purposes of basic earnings per share 
  being net profit attributable to owners of the 
  parent                                                                                  (148)      (249) 
 Potential dilutive ordinary shares from share                                                -          - 
------------------------------------------------------------------------------    -------------  --------- 
 Loss for the purposes of diluted earnings 
  per share                                                                               (148)      (249) 
------------------------------------------------------------------------------    -------------  --------- 
 Loss per share from operations 
 Basic and diluted (p)                                                                    (0.1)      (0.2) 

For further information:

Tanfield Group Plc

Daryn Robinson 0700 349 7489

WH Ireland Limited - Nominated Advisor / Broker

James Joyce / Alex Bond 020 7220 1666

This information is provided by RNS

The company news service from the London Stock Exchange



(END) Dow Jones Newswires

April 24, 2018 02:00 ET (06:00 GMT)

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