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RHL Redhall Group Plc

1.60
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Redhall Group Plc LSE:RHL London Ordinary Share GB0001112035 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.60 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Redhall Group PLC Preliminary Results (5249Y)

06/12/2017 7:00am

UK Regulatory


TIDMRHL

RNS Number : 5249Y

Redhall Group PLC

06 December 2017

 
    For immediate release                                      6 December 2017 
 

Redhall Group plc

("Redhall" or the "Company")

Preliminary Results

Redhall Group plc (AIM: RHL), the high integrity manufacturing and services group, announces its preliminary results for the year ended 30 September 2017.

Highlights:

-- Adjusted operating profit GBP1.4 million (2016: GBP0.9 million); GBP3.6 million before deduction of central costs of GBP2.2 million (2016: GBP3.3 million)

   --     Overall net margin before central costs of 9.3% (2016: 7.5%) 
   --     Order book GBP32 million (December 2016: GBP27 million) with strong tender pipeline 

-- Group turnover GBP38.9 million (2016: GBP43.8 million), showing underlying increase after adjusting for cessation of marine contract

   --     Operating exceptional costs of GBP1.1 million (GBP0.7 million closure costs) 
   --     Group loss for the year amounted to GBP1.4 million (2016: loss of GBP1.7 million) 

-- Net cash of GBP0.1 million (2016: net debt GBP8.2 million) following GBP9.5 million placing and GBP3.75 million debt conversion

   --     Investment of GBP1.2 million in new equipment, process improvement and 3D design 
   --     The Board is pleased with the overall progress achieved in the year 

Martyn Everett, Chairman of Redhall, commented:

"The Board continues to see considerable opportunities for its manufacturing and services business. This is reflected in a significant volume of tenders, received by Booth Industries and Jordan Manufacturing, in our key nuclear defence, decommissioning and new build markets. We also see strong demand for our food process manufacturing and installation and mobile networks businesses."

Contact details:

 
Redhall Group plc                            Tel: +44 (0) 1924 385 386 
Phil Brierley, Chief Executive 
 Chris Kelly, Group Finance Director 
 
Buchanan 
Mark Court, Sophie Wills, Gemma Mostyn-Owen  Tel: +44 (0) 20 7466 5000 
 
 GCA Altium, NOMAD and Financial Advisors 
Tim Richardson, Simon Lord                   Tel: +44 (0) 845 505 4343 
 
 
 WH Ireland, Broker 
Adrian Hadden, Ed Allsopp                    Tel: +44 (0) 20 7220 1666 
 

CHAIRMAN'S STATEMENT

Redhall's strategic transformation into a focused high integrity Manufacturing and Services group, working in complex, secure and hazardous environments, gained momentum in 2017. A growing proportion of the Group's order book is now manufactured product, principally for the nuclear sector. The Board has focused on delivering improvements in profitability and operational performance during the year to build a robust platform for a sustained period of growth. Jordan Manufacturing's success in being awarded preferred bid status on the GBP8 million marine works at Hinkley Point C illustrates the Group's strategic progress.

In July 2017, and in response to the growing momentum of the Group's recovery, GBP9.5 million (before expenses) of new equity was successfully raised, at a premium, through an oversubscribed placing and additionally GBP3.75 million of debt was converted to equity. The fund raising provided increased working capital to deliver our order book as work moved from engineering to manufacturing in the second half. The order book stands at GBP32 million, up 19 per cent. compared with GBP27 million in December 2016. The order book comparison excludes the Redhall Marine contract with BAE which concluded in January 2017.

Trading result

Revenue in the year ended 30 September 2017 from continuing operations was GBP38.9 million (2016: GBP43.8 million). Adjusted operating profit before exceptional items was GBP1.4 million (2016: GBP0.9 million). Adjusted diluted earnings per share for the continuing business amounted to 0.20 pence per share (2016: nil). The result was impacted by delays in major projects at the end of our financial year as announced in October 2017. Despite the outturn being below our original expectation, we are pleased with the progress achieved in the year.

The Group loss for the year was GBP1.4 million (2016: loss of GBP1.7 million) which represents a loss of 0.59 pence per share (2016: loss of 0.83 pence).

Exceptional items

Exceptional costs for the continuing business of GBP1.1 million, comprised GBP0.7 million relating to the closure of the remaining element of our RBC business including the loss on sale of a long leasehold property and GBP0.4 million of management reorganisations in the manufacturing businesses as we continued to improve their capabilities and management teams.

We exited our final contract in nuclear site-based contracting and agreed all final accounts. This resulted in a write down of GBP0.3 million, which represents the exceptional loss for discontinued operations, and will generate GBP0.7 million of cash of which GBP0.5 million will be collected early in our 2018 financial year.

Total exceptional costs in the year ended 30 September 2016 amounted to GBP1.4 million.

Financial position

It is very pleasing to be able to report that, following the placing and debt conversion in July and the capital reduction in September, the Group balance sheet is now considerably improved. Four-year bank facilities with HSBC Bank plc and funds managed by Lombard Odier Investment Management (LOIM) amounting to GBP7.2 million plus a further GBP2.5 million accordion facility were agreed in July 2017. At the year end the Group had net cash of GBP0.1 million (2016: net debt of GBP8.2 million).

Net assets at 30 September 2017 were GBP30.0 million (2016: GBP15.5 million) reflecting the net proceeds of the placing and the debt conversion of GBP12.6 million and a reduction in the pension deficit of GBP3.3 million partially offset by the retained loss for the year of GBP1.4 million. The pension deficit of GBP0.5 million (2016: GBP3.8 million) reflects improvements in yields and investment performance and changes in mortality assumptions.

Dividend

The Board is not recommending a dividend for the year to 30 September 2017 (2016: nil).

Whilst the Board has no current intention of resuming dividend payments, the capital reduction which took place in September created a positive balance of GBP15.9 million on the Group profit and loss account, which provides it with the flexibility to pay dividends at the appropriate time in the future.

People

In the past three years the Group board has been committed to delivering the Strategic Turnaround Plan which included de-risking the Group by exiting from capital intensive, low margin contracting activities; strengthening the balance sheet and financial resources of the Group through the disposal of the Engineering Division, sale of assets, recovery of work in progress on legacy projects and fundraisings; refocusing the Group's activities onto high integrity manufactured products and services for delivery into complex environments; and establishing the Group in key growth markets, particularly nuclear but also large infrastructure projects such as Crossrail.

The Board considers that the turnaround is complete, and the strategy is now focused on investment, improvement and growth in our core manufacturing businesses. With the completion of the turnaround, Phil Brierley has decided to step down from the role of Chief Executive on 31 March 2018. He will be succeeded by Wayne Pearson, currently the Group's Chief Operating Officer, who is an operationally focused executive with a background in manufacturing. To ensure a smooth handover of responsibilities Phil will remain with the Group in an advisory role until the end of 2018.

I would like to thank Phil for the tremendous commitment he has given in delivering the turnaround strategy and in positioning the business for future growth.

The Board receives great support from our employees and are very grateful to them for their commitment. We have commenced a management development programme for our senior employees and have engaged teams at all levels in business and process improvement projects during the year enabling them to make a strong contribution to the implementation of our strategy.

Prospects

The Board continues to see considerable opportunities for its manufacturing and services business. This is reflected in a significant volume of tenders, received by Booth Industries and Jordan Manufacturing, in our key nuclear defence, decommissioning and new build markets. We also see strong demand for our food process manufacturing and installation and mobile networks businesses.

Martyn Everett

Chairman

6 December 2017

STRATEGIC REPORT

Overview

As the Group moves beyond the turnaround plan of the last three years, the focus of the 2017 financial year has been on putting in place the building blocks to deliver investment, improvement and growth in our high integrity manufacturing businesses.

During the year under review, the Group achieved many of its targets including:

-- Further improvement in the size and quality of its forward order book. This stands at GBP32m (2016: GBP27m) with a greater proportion of the order book derived from high integrity manufacturing projects particularly in nuclear defence, decommissioning and nuclear new build;

-- An improving pipeline of tendered opportunities with high probabilities of conversion particularly in respect of longer term nuclear projects;

-- Strengthening the leadership team with particular focus on enhancing operational and manufacturing management expertise, most significantly with the appointment in July 2017 of Wayne Pearson as Chief Operating Officer. Wayne will be appointed Chief Executive at the end of March next year;

-- The strengthening of the Group's finances and balance sheet through raising GBP9.5 million (before expenses) of new equity and conversion of GBP3.75 million of debt to equity in July, ensuring that the Group has the financial resources to invest in process improvement, plant and equipment, facilities and automation to achieve growth in its core manufacturing markets;

-- The order for Hinkley Point C completes our penetration into all three of the Group's key nuclear markets, being defence, decommissioning and civil new build; and

-- The restructuring of the Group's balance sheet through the capital reduction which completed in September, and resulted in positive retained earnings of GBP15.9 million. This will allow the Group to pay dividends at an appropriate point in the future and enhances the attractiveness of the Company's shares.

The Group made an adjusted operating profit on continuing operations of GBP1.4 million (2016: GBP0.9 million) on revenue of GBP38.9 million (2016: GBP43.8 million), representing a net adjusted operating margin of 3.7% (2016: 2.0%). As detailed in the Group's trading update issued on 4 October 2017, this performance is below earlier initial expectations for the year, due principally to customer delays particularly on the Hinkley Point C project. Despite this, it is pleasing that it still marks an improvement over the 2016 financial year in terms of adjusted operating profit and adjusted net operating margin. Before deducting Group and central services costs the adjusted profit amounted to GBP3.6 million (2016: GBP3.3 million).

The Board believes that the Group's turnaround is complete, and its strategic focus is now investment, improvement and growth in our manufacturing businesses. The opportunities in our core markets are considerable and we are particularly encouraged by the size of the markets in nuclear decommissioning and new build.

We recognise that the future growth strategy requires a different type of expertise than the turnaround and corporate restructuring that has been the principal focus of the last three years. During our 2018 year we will progressively bring in further high calibre manufacturing and operational expertise to the leadership team.

Health and Safety

The health and safety of our employees and those who may be affected by our business remains our highest priority. All of our subsidiaries have accredited management systems to control health and safety risks to OHSAS 18001 and environmental management systems certified to BS EN ISO 14001.

During the year, our subsidiaries once again applied for health and safety awards from The Royal Society for the Prevention of Accidents (RoSPA), which recognises high or very high levels of performance. All our businesses obtained a minimum of the Gold Award.

Trading

We believe that our Group companies are leaders in their respective markets and work with many of the key players within these markets. The focus of the Group is now on performance improvement and growth through cultivating customer relationships, devising bid winning strategies and delivering our quality products and services efficiently.

Booth Industries

Booth had a particularly strong second half in this financial year. A number of projects that had been in design for several months were released onto the shop floor resulting in an increase in turnover and performance.

We invested GBP1.0 million in developing intangible assets and purchasing equipment during the year and are now starting to see some of the productivity benefits of this investment. By way of example our engineering output is significantly higher as a result of migrating all our core engineered doors onto 3D CAD models. We also invested in a laser cutting machine which has reduced lead times considerably.

Delivery in the year was dominated by the manufacture of highly engineered doors for defence projects, predominately in the nuclear sector and the design and manufacture of doors for Crossrail stations and tunnels.

These sectors are heavily represented in our bid pipeline where the largest elements are high integrity nuclear and tunnel doors. The delivery of the current order book in the first half of 2018 and conversion of the bid pipeline for the second half and beyond are key focuses for the business in the current year.

Jordan Manufacturing

Jordan Manufacturing suffered as a result of the delayed start to the works on the Hinkley Point C project which materially impacted the outturn for the year. The contract, estimated to be in excess of GBP8 million, is expected to be delivered in full before the end of our 2018 financial year.

The Group remains very confident in the future prospects for this business. The Hinkley Point C project gives the business good visibility throughout 2018 and as a result of significant bid activity this year, we have a substantial pipeline of quality tendered projects which we remain optimistic of securing. We are also confident that Jordan will have the opportunity to secure a number of larger, long term nuclear contracts that will give us a strong baseload of future work.

Redhall Jex

Redhall Jex performed well in the second half of the 2017 year, helped by the delivery of a GBP2.8 million order for a key client. This project has extended into 2018 and its scope has increased to over GBP4.7 million. Coupled with the fact that all our major customers have capital spend programmes for 2018, this means that Redhall Jex is likely to perform above 2017 levels.

Since the year end we made the decision to consolidate the activities of Redhall Jex in Grimsby into our Trafford Park facility in Manchester. This will make the overall operation more efficient and better controlled as well as reducing overheads. Most of the customer relationships are already held in Manchester.

Redhall Networks

Our networks business had another strong year as it continued to benefit from high volumes of new and upgrade works to the national cellular infrastructure. The long-term outlook is encouraging with mobile operators installing more technologies, disentangling shared sites, upgrading, replacing and reviewing their estates. We are confident, therefore, that the robust performance in Redhall Networks will continue.

Exceptional items

During the year we incurred GBP1.1 million of exceptional operating costs in our continuing businesses. These principally comprised of the costs incurred in the closure of the remaining element of the RBC business (including redundancies and the loss on sale of a property held by this business) and the costs incurred in further restructuring the senior management in the Group's manufacturing subsidiaries as we continue to improve our capabilities.

The Group also incurred GBP0.3 million of exceptional costs relating to discontinued operations. These are non-cash costs which relate to the settlement of legacy final accounts. With the exception of agreeing the Redhall Marine account with BAE, on which work concluded during the year, these legacy accounts are now all agreed.

Outlook

We are pleased with the strategic progress achieved in the financial year. The strengthening of our manufacturing expertise, the further improvement in the quality of order book, an increasing pipeline of high quality opportunities and increasing adjusted operating profit margin give the Board reason for cautious optimism for 2018 and beyond.

In our businesses, we await decisions on a number of sizable bids. Within this tendered pipeline are contracts and frameworks which span many years. We are confident that the likely conversions will provide the Group with a good revenue stream for years to come.

Whilst nuclear defence, decommissioning and new build are key markets in which we are submitting an increasing number of bids, we are also devoting resource to large and complex infrastructure schemes, building on the expertise gained in projects such as Crossrail as we look to secure future contracts for HS2, Crossrail 2 and several international tunnel projects. Whilst capital spend within the oil and gas sector continues to be constrained, we are seeing the first signs of increased activity in this market. It is unlikely that this will have a material impact on our 2018 year but we are once again encouraged to be submitting tenders for live schemes.

The cellular networks market remains buoyant with sufficient activity from the operators for the Group to be optimistic that this will continue for the foreseeable future. The operations in this business are well managed and we expect that it will remain a significant contributor in 2018.

The major food customers of Redhall Jex have committed spend programmes for this year and although this will need to be converted into orders we are confident that the performance of the second half of 2017 will continue through into 2018.

In support of our efforts to achieve growth in our order book, we aim to invest heavily in product development and equipment and to automate many of our activities to keep the Group at the forefront of its chosen markets. We continue to invest in our people, increasing the access they have to learning and development opportunities to create the highest calibre teams.

Our 2018 financial year is another important phase in the delivery of the Group's strategic plans and for Redhall as a high integrity manufacturing and services business serving secure, hazardous and complex environments. The Group's ambitions are to deliver a strong performance, further building shareholder value.

Phil Brierley

Chief Executive

6 December 2017

CONSOLIDATED INCOME STATEMENT

 
                                     Year to 30 September                              Year to 30 September 
                                                     2017                               2016 
                           Before   Exceptional                       Before         Exceptional 
                      exceptional         items                  exceptional               items 
                Note        items      (Note 2)     Total              items            (Note 2)     Total 
                           GBP000        GBP000    GBP000             GBP000              GBP000        GBP000 
 Revenue             1     38,905             -    38,905             43,823                   -        43,823 
 Cost of sales           (29,066)         (243)  (29,309)           (33,739)               (164)      (33,903) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Gross profit               9,839         (243)     9,596             10,084               (164)         9,920 
 Administrative 
  expenses                (9,083)         (841)   (9,924)            (9,924)               (233)      (10,157) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Operating 
  profit/(loss)      1        756       (1,084)     (328)                160               (397)         (237) 
                      ===========  ============  ========  =================  ==================  ============ 
 Continuing 
  businesses                3,632       (1,084)     2,548              3,295               (287)         3,008 
 Central costs            (2,202)             -   (2,202)            (2,439)               (110)       (2,549) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Adjusted operating 
  profit/(loss)*            1,430       (1,084)       346                856               (397)           459 
 Amortisation of 
  acquired 
  intangible assets         (287)             -     (287)              (323)                   -         (323) 
 IFRS 2 charge              (387)             -     (387)              (373)                   -         (373) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Operating 
  profit/(loss)               756       (1,084)     (328)                160               (397)         (237) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Financial expenses  3      (857)             -     (857)              (857)                   -         (857) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Loss before tax 
  from 
  continuing 
  operations                (101)       (1,084)   (1,185)              (697)               (397)       (1,094) 
 Tax credit          4         81             -        81                407                   -           407 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Loss on continuing 
  operations                 (20)       (1,084)   (1,104)              (290)               (397)         (687) 
 Loss on 
  discontinued 
  operations net of 
  tax                           -         (265)     (265)                  -               (983)         (983) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
 Loss attributable 
 to 
 equity holders 
                      ===========  ============  ========  =================  ==================  ============ 
 of the Parent 
  Company                    (20)       (1,349)   (1,369)              (290)             (1,380)       (1,670) 
 ==================   ===========  ============  ========  =================  ==================  ============ 
Loss per share       6 
Basic                                             (0.59)p                                              (0.83)p 
Diluted                                           (0.59)p                                              (0.83)p 
 
 

*Adjusted operating profit/(loss) is profit/(loss) before financial expenses, IFRS 2 charge, tax and amortisation of intangible assets acquired with business combinations.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                    Year to       Year to 
                                               30 September  30 September 
                                         Note          2017          2016 
                                                     GBP000        GBP000 
Loss for the year                                   (1,369)       (1,670) 
Other comprehensive income: 
Items that will not be reclassified 
 to profit or loss: 
Remeasurement of defined benefit 
 liability                                  7         3,234       (1,963) 
Tax on actuarial gain                       4         (566)           318 
Revaluation gains on fixed assets           5             -            46 
=======================================  ====  ============  ============ 
Other comprehensive income for the 
 year net of tax                                      2,668       (1,599) 
=======================================  ====  ============  ============ 
Total comprehensive income attributable to 
 equity holders of the Parent Company                 1,299       (3,269) 
=============================================  ============  ============ 
 

The accompanying notes form part of these financial statements.

CONSOLIDATED BALANCE SHEET

 
                                              As at         As at 
                                       30 September  30 September 
                                 Note          2017          2016 
                                             GBP000        GBP000 
Assets 
Non-current assets 
Property, plant and equipment                 2,488         2,648 
Intangible assets                             2,569         2,732 
Purchased goodwill                           18,305        18,305 
Deferred tax asset                  5         1,021         1,032 
===============================  ====  ============  ============ 
                                             24,383        24,717 
Current assets 
Inventories                                     626           636 
Trade and other receivables                  13,778        11,452 
Cash and cash equivalents 
 and overdraft                                2,370         1,021 
Assets held for sale                            141             - 
===============================  ====  ============  ============ 
                                             16,915        13,109 
Liabilities 
Current liabilities 
Trade and other payables                    (8,645)       (9,217) 
Borrowings and overdraft                      (266)             - 
Current tax payable                               -          (19) 
===============================  ====  ============  ============ 
                                            (8,911)       (9,236) 
Non-current liabilities 
Borrowings                                  (1,969)       (9,269) 
Retirement benefit obligations      7         (450)       (3,796) 
===============================  ====  ============  ============ 
                                            (2,419)      (13,065) 
===============================  ====  ============  ============ 
Net assets                                   29,968        15,525 
===============================  ====  ============  ============ 
Shareholders' equity 
Share capital                                12,297        12,284 
Share premium account                             -        28,326 
Merger reserve                                    -        12,679 
Revaluation reserve                             102           102 
Other reserve                                 1,690         1,389 
Retained earnings                            15,879      (39,255) 
===============================  ====  ============  ============ 
Total equity                                 29,968        15,525 
===============================  ====  ============  ============ 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                                      Share     Share    Merger  Revaluation    Other  Retained 
                                                                    capital   premium   reserve      reserve  reserve  earnings    Total 
                                                                     GBP000    GBP000    GBP000       GBP000   GBP000    GBP000   GBP000 
At 1 October 2015                                                    12,284    28,326    12,679          102    1,177  (35,986)   18,582 
Employee share-based compensation                                         -         -         -            -      212         -      212 
==================================================================  =======  ========  ========  ===========  =======  ========  ======= 
Transactions with owners                                                  -         -         -            -      212         -      212 
                                                                    =======  ========  ========  ===========  =======  ========  ======= 
 
Loss for the year                                                         -         -         -            -        -   (1,670)  (1,670) 
Other comprehensive income for 
 the year                                                                 -         -         -            -        -   (1,599)  (1,599) 
==================================================================  =======  ========  ========  ===========  =======  ========  ======= 
Total comprehensive income for 
 the year                                                                 -         -         -            -        -   (3,269)  (3,269) 
 
At 30 September 2016                                                 12,284    28,326    12,679          102    1,389  (39,255)   15,525 
                                                                    =======  ========  ========  ===========  =======  ========  ======= 
Share capital issued during 
 the year net of expenses                                                13    12,608         -            -        -         -   12,621 
Capital reduction net of expenses                                         -  (40,934)  (12,679)            -        -    53,583     (30) 
Employee share-based compensation 
 - current year                                                                                                   221                221 
                                                           - prior 
                                                              year 
                                                           amounts 
                                                          realised        -         -         -            -     (11)         -     (11) 
Employee share based compensation 
 - deferred tax                                                           -         -         -            -      343         -      343 
==================================================================  =======  ========  ========  ===========  =======  ========  ======= 
Transactions with owners                                             12,297         -         -          102    1,942    14,328   28,669 
Loss for the year                                                         -         -         -            -        -   (1,369)  (1,369) 
Movement between reserves                                                                                       (252)       252        - 
Other comprehensive income for 
 the year                                                                                                                 2,668    2,668 
==================================================================  =======  ========  ========  ===========  =======  ========  ======= 
Total comprehensive income for 
 the year                                                                 -         -         -            -    (252)     1,551    1,299 
 
At 30 September 2017                                                 12,297         -         -          102    1,690    15,879   29,968 
==================================================================  =======  ========  ========  ===========  =======  ========  ======= 
 

Other reserves comprise share based compensation GBP420,000 (2016: GBP462,000), equity reserve relating to the grant of options on conversion of debt during the prior year GBP925,000 (2016: GBP925,000) deferred tax of GBP343,000 and other reserves of GBP2,000 (2016: GBP2,000). An amount of GBP252,000 has been transferred to retained earnings in respect of previously lapsed options.

On 21 September, the Company announced that a court order and a statement of capital approved by the court had been registered with the Registrar of Companies. The Company issued and immediately cancelled bonus shares to a value of GBP12,679,000 to capitalise the amount standing to the credit of the Company's merger reserve. The court order had the effect of reducing the share premium to nil with the balance transferred to the profit and loss account.

CONSOLIDATED CASH FLOW STATEMENT

 
                                                          Year to       Year to 
                                                     30 September  30 September 
                                               Note          2017          2016 
                                                           GBP000        GBP000 
 Cash flows from operating activities 
 Loss after taxation                                      (1,369)       (1,670) 
 Adjustments for: 
    Depreciation                                              392           331 
    Amortisation of intangible assets                         447           415 
    Difference between pension charge and 
     cash contributions                                      (88)         (196) 
    Loss on disposal of property, plant 
     and equipment                                            210             - 
    Share-based payments charge*                              210           212 
    Financial income                                            -             - 
    Financial expenses                                        857           857 
    Deferred tax credit                                      (81)         (514) 
    (Increase)/decrease in trade and other 
     receivables                                          (2,511)         3,516 
    Decrease/(increase) in inventories                         10         (119) 
    Decrease in trade and other payables                    (641)       (4,407) 
 ==================================================  ============  ============ 
 Cash absorbed by operations                              (2,564)       (1,575) 
 Interest paid                                              (807)         (792) 
 ==================================================  ============  ============ 
 Net cash absorbed by operating activities                (3,371)       (2,367) 
 ==================================================  ============  ============ 
 Cash flows from investing activities 
 Purchase of property, plant and equipment                  (883)         (478) 
 Purchase of intangible assets                              (284)         (355) 
 Proceeds from disposal of fixed assets                       300             - 
 Proceeds from disposal of assets held 
  for sale                                                      -           440 
 ==================================================  ============  ============ 
 Net cash used in investing activities                      (867)         (393) 
 ==================================================  ============  ============ 
Cash flows from financing activities 
Proceeds from issue of share capital 
 (net of costs incurred)                                    8,871             - 
Finance lease borrowing                                       384             - 
Repayment of finance leases                                  (61)             - 
Proceeds from borrowings                                      197         9,744 
Repayment of facility                                           -       (5,745) 
Repayment of long-term borrowing                          (3,804)         (905) 
============================================  =====  ============  ============ 
Net cash generated by financing activities                  5,587         3,094 
============================================  =====  ============  ============ 
Net increase in cash and cash equivalents                   1,349           334 
Cash and cash equivalents at beginning 
 of year                                                    1,021           687 
============================================  =====  ============  ============ 
Cash and cash equivalents at end of 
 year                                                       2,370         1,021 
============================================  =====  ============  ============ 
 

*IFRS 2 amount charged to reserves net of employer's national insurance

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. SEGMENT ANALYSIS

IFRS 8 "Operating Segments" requires an entity to report on those operating segments that engage in business activities from which it may earn revenues and incur expenses; whose operating results are regularly reviewed by the chief operating decision maker ("CODM"); and for which discrete financial information is available. The CODM has been identified ultimately as the Board of Directors.

The Board, following cessation of work by Redhall Marine, considers that the Group now comprises one segment and this is how the CODM reviews performance and allocates resources. The comparatives have been restated to reflect this. The Group's businesses are all market leaders in the provision of high integrity manufacturing and services delivered into complex and hazardous environments, share resources and have similar characteristics.

The Board assess the performance of the operating segments based on a measure of operating profit or loss which excludes the effects of exceptional items. Central costs and unallocated items represent head office functions and items such as amortisation of acquired intangible assets arising on the acquisition of businesses. Central costs include the costs of the Group's centralised Finance, IT and HR functions.

Site Services

During the second half of the year ended 30 September 2015, the activities of the Site Services segment were discontinued.

Continuing operations

 
Geographical segments 
                                                        2017    2016 
                                                      GBP000  GBP000 
Revenue by destination 
United Kingdom                                        34,318  41,833 
Other European Union countries                         2,794     953 
Other overseas locations                               1,793   1,037 
====================================================  ======  ====== 
                                                      38,905  43,823 
====================================================  ======  ====== 
All of the Group's assets and capital expenditure 
 originate in the United Kingdom. 
Analysis of revenue by category 
 
  All of the revenue of the Group relates to 
  the provision of high integrity manufacturing 
  and services delivered into complex and hazardous 
  environments. 
 

Practically all of the Group's revenue is considered to be contract revenue as defined by IAS 11.

Customers accounting for more than 10% of revenue

One customer accounted for more than 10% of revenue in the year and accounted for revenue of GBP5.0 million (2016: one customer accounting for GBP10.2 million of revenue).

2. EXCEPTIONAL ITEMS

The Board has separately identified, by virtue of their size or incidence, certain credits and charges to the consolidated income statement that should be separately disclosed to enable users of the financial statements to better understand the underlying performance of the Group:

Continuing operations

 
                                       2017    2016 
                                     GBP000  GBP000 
Cost of sales 
Business closure costs                  243       - 
Other redundancy and restructuring 
 costs                                    -      15 
Provisions against contracts              -     149 
 
                                        243     164 
===================================  ======  ====== 
Administrative expenses 
Business closure costs                  205       - 
Other redundancy and restructuring 
 costs                                  429     233 
Loss on disposal of properties          207       - 
 
                                        841     233 
===================================  ======  ====== 
Exceptional items before tax          1,084     397 
Tax credit                                -       - 
 
Exceptional items after tax           1,084     397 
===================================  ======  ====== 
 

Business closure costs represents the costs of closure of R Blackett Charlton. It includes redundancy and disruption costs (GBP243,000) and asset write-downs and related property costs (GBP412,000).

Other redundancy and restructuring costs reflect the costs of resizing the businesses. These are split between cost of sales and administrative expenses on the basis of the function of the business to which they relate.

Discontinued operations

Exceptional costs relate to final account settlements of GBP265,000 (2016: GBP983,000 - relates to account settlements and redundancy and restructuring costs).

3. FINANCIAL INCOME AND EXPENSES

 
                                           2017    2016 
                                         GBP000  GBP000 
Financial expenses 
Interest on loans and overdrafts          (632)   (703) 
Net finance expense on pension scheme*    (225)   (154) 
=======================================  ======  ====== 
                                          (857)   (857) 
 
 

*Includes GBP135,000 of pension administration expenses paid for by the Company (2016: GBP85,000).

4. TAX EXPENSE

 
                                                       2017     2016 
                                                     GBP000   GBP000 
(a) Recognised in the income statement 
Current tax charge: 
Current year                                             66        - 
Adjustment in respect of prior years                     65      107 
==================================================  =======  ======= 
Current tax charge                                      131      107 
 
Deferred tax credit                                    (90)    (312) 
Effect of change of tax rate                           (13)       96 
Prior years                                           (109)    (298) 
==================================================  =======  ======= 
Deferred tax credit                                   (212)    (514) 
==================================================  =======  ======= 
Tax credit in the income statement                     (81)    (407) 
==================================================  =======  ======= 
                                                       2017     2016 
                                                     GBP000   GBP000 
(b) Reconciliation of the effective tax rate 
Loss before tax - continuing operations             (1,185)  (1,094) 
Loss before tax - discontinued operations             (265)    (983) 
==================================================  =======  ======= 
Loss before tax                                     (1,450)  (2,077) 
==================================================  =======  ======= 
Tax at standard rate of UK corporation tax 
 of 19.5% (2016: 20.0%)                               (283)    (415) 
Expenses not deductible for tax purposes                 39       48 
Income not taxable for tax purposes                     (3)     (31) 
Tax losses not recognised                               245       86 
Adjustments in relation to prior periods               (44)    (191) 
Change in tax rate                                     (13)       96 
Share options                                            34        - 
Other                                                  (56)        - 
==================================================  =======  ======= 
Tax credit in the income statement                     (81)    (407) 
==================================================  =======  ======= 
Tax credit in the income statement - continuing 
 operations                                            (81)      407 
                                                       2017     2016 
                                                     GBP000   GBP000 
(c) Deferred tax charge/(credit) recognised 
 in other comprehensive income 
On actuarial gain/(loss)                                566    (318) 
Accelerated capital allowances                            -     (46) 
==================================================  =======  ======= 
                                                        566    (364) 
 
 
(d) A deferred tax credit of GBP343,000 (2016: nil) is included 
 in equity relating to share based payments 
 

5. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

The net deferred tax asset at the year-end and movement during the year is analysed as follows:

 
 
                                   Credit/(charge) 
                                                to 
                      Balance as                                       Disposal    Balance as 
                              at      Consolidated           Credit          of            at 
                             1 October 2016 Income      directly to              30 September 
                                         Statement           equity  investment          2017 
                          GBP000            GBP000           GBP000      GBP000        GBP000 
Accelerated capital 
 allowances/                 262               110                -           -           372 
revaluation gains 
 on fixed assets 
Short term timing 
 differences                 123               142                -           -           265 
Losses                       656             (150)                -           -           506 
Intangible assets          (651)                39                -           -         (612) 
Retirement benefits          642                 -            (566)           -            76 
Share options                  -                71              343                       414 
====================  ==========  ================  ===============  ==========  ============ 
                           1,032               212            (223)           -         1,021 
====================  ==========  ================  ===============  ==========  ============ 
                                   Credit/(charge) 
                                                to 
                      Balance as                                       Disposal    Balance as 
                              at      Consolidated  (Charge)/credit          of            at 
                       1 October                        directly to              30 September 
                            2015  Income Statement           equity  investment          2016 
                          GBP000            GBP000           GBP000      GBP000        GBP000 
Accelerated capital 
 allowances/                 170                46               46           -           262 
revaluation gains 
 on fixed assets 
Short term timing 
 differences                  30                93                -           -           123 
Losses                       528               128                -           -           656 
Buildings                  (160)               160                -           -             - 
Intangible assets          (803)               152                -           -         (651) 
Retirement benefits          389              (65)              318           -           642 
====================  ==========  ================  ===============  ==========  ============ 
                             154               514              364           -         1,032 
                                  ----------------  ---------------  ----------  ------------ 
 
 

Unrecognised deferred tax assets

Deferred tax assets have not been recognised on tax losses of GBP18,450,000 (2016: GBP16,200,000) as their recovery is insufficiently certain in the longer term. GBP14,900,000 are related to the discontinued site services segment.

Effect of reduction in the main rate of Corporation tax

The reduction in the main rate of corporation tax from 19% to 17% was substantively enacted on 6 September 2016. This will have effect from 1 April 2020. Accordingly, deferred tax balances have been recognised at the reduced rate of 17% in these financial statements.

6. LOSS PER SHARE

Basic and diluted loss per share

The calculation of the basic loss per share of 0.59p (30 September 2016: loss per share 0.83p) is based on 232,080,273 shares (30 September 2016:

200,050,084) being the weighted average number of shares in issue throughout the period and on a loss of GBP1,369,000 (30 September 2016: loss of GBP1,670,000).

The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the diluted loss per share for both the year ended 30 September 2017 and 30 September 2016 are identical to those used for the basic loss per share. This is because the exercise of share options would have the effect of reducing the loss per share and is, therefore, not a dilution under the terms of IAS 33. At 30 September 2017 there were 28,640,436 outstanding options under relevant schemes and 18.5 million shares under option to funds managed by LOIM. These may impact dilutive earnings per share in future.

Adjusted earnings per share

The Directors believe that helpful additional earnings per share calculations are earnings per share on adjusted bases (i.e. based on profit before exceptional items, IFRS 2 charge and amortisation of acquired intangible assets and on a fully taxed basis). The impact of the dilutive share options is taken into account where these measures result in earnings per share. The basic and adjusted weighted average numbers of shares and the adjusted earnings have been calculated as follows:

 
                                                        2017         2016 
                                                      Number       Number 
Basic weighted average number of shares          232,080,273  200,050,684 
Dilutive potential ordinary shares arising 
 from share options                               45,151,395            - 
===============================================  ===========  =========== 
Adjusted weighted average number of shares       277,231,668  200,050,684 
===============================================  ===========  =========== 
                                                      GBP000       GBP000 
Earnings: 
Loss before tax*                                     (1,450)      (2,077) 
Exceptional items                                      1,349        1,380 
Amortisation of acquired intangible assets               287          323 
IFRS 2 charge                                            387          373 
===============================================  ===========  =========== 
Adjusted profit/(loss) before tax                        573          (1) 
Tax at 19.5% (2016: 20.0%)                             (112)            - 
===============================================  ===========  =========== 
Adjusted loss after tax                                  461          (1) 
===============================================  ===========  =========== 
Adjusted, fully taxed basic profit per share           0.20p        0.00p 
===============================================  ===========  =========== 
Adjusted, fully taxed diluted profit per share         0.20p        0.00p 
===============================================  ===========  =========== 
 
Continuing operations 
                                                      GBP000       GBP000 
Loss before tax                                      (1,185)      (1,094) 
Exceptional items                                      1,084          397 
Amortisation of acquired intangible assets               287          323 
IFRS 2 charge                                            387          373 
===============================================  ===========  =========== 
Adjusted profit/(loss) before tax                        573          (1) 
Tax at 19.5% (2016: 20.0%)                             (112)            - 
===============================================  ===========  =========== 
Adjusted profit/(loss) after tax                         461          (1) 
===============================================  ===========  =========== 
Adjusted, fully taxed diluted profit/(loss) 
 per share                                             0.20p        0.00p 
===============================================  ===========  =========== 
 
Discontinued operations 
                                                      GBP000       GBP000 
Loss before tax                                        (265)        (983) 
Exceptional items                                        265          983 
Amortisation of acquired intangible assets                 -            - 
===============================================  ===========  =========== 
Adjusted loss before tax                                   -            - 
Tax at 19.5% (2016: 20.0%)                                 -            - 
===============================================  ===========  =========== 
Adjusted loss after tax                                    -            - 
===============================================  ===========  =========== 
Adjusted, fully taxed diluted loss per share           0.00p        0.00p 
===============================================  ===========  =========== 
 

* Loss before tax from continuing operations plus loss on discontinued operations net of tax.

7. RETIREMENT BENEFIT OBLIGATION

The Group sponsors a defined benefit pension scheme in the United Kingdom, the Booth Industries Group PLC Staff Pension and Life Assurance Scheme ("the Booth Scheme") and operates a small number of defined contribution pension schemes and makes contributions to personal pension plans.

a) Defined benefit scheme

Pension benefits are linked to the members' final pensionable salaries and service at their retirement date (or date of leaving if earlier). The scheme is closed to new entrants. The scheme is governed by a Board of Trustees who meet on a quarterly basis. The Group has opted to recognise all actuarial gains and losses immediately through the Consolidated Statement of Comprehensive Income.

The most recent formal actuarial valuation was carried out as at 6 April 2015. The results of this valuation have been updated to 30 September 2017 by an independent qualified actuary. The assumptions used were as follows:

Assumptions

The following were the principle actuarial assumptions at the reporting date:

 
                                                            2017                                  2016 
Discount rate                                              2.80%                                 2.40% 
Retail Prices Index 
 (RPI) inflation                                           3.10%                                 3.00% 
Consumer Prices Index 
(CPI) inflation                                            2.00%                                 2.00% 
Salary increases                                             n/a                                   n/a 
Rate of increases to pensions in payment 
 subject to inflationary increases: 
- RPI capped at 5% 
 pa                                                        3.00%                                 2.90% 
- RPI capped at 2.5% 
 pa                                                        2.30%                                 2.30% 
- CPI capped at 3% 
 pa                                                        1.80%                                 1.80% 
- CPI capped at 5% pa with 
 minimum 3% pa                                             3.10%                                 3.10% 
Revaluation of deferred pensions 
 (non-GMP)                                                 2.00%                                 2.00% 
Mortality basis pre 
 and post retirement                            130% S2PMA/S2PFA                      100% S2PMA/S2PFA 
                                                                                             + 2 years 
                                                                                         CMI 2015 with 
                                                 CMI 2016 with a                                     a 
                                                  long term rate                             long term 
                                                              of                               rate of 
                                                     improvement                           improvement 
                                                        of 1% pa                              of 1% pa 
Allowance for cash 
 commutation                                      95% of maximum                        95% of maximum 
Proportion married                                 80% for males                         80% for males 
                                                 70% for females                       70% for females 
 
 
 
Asset class                                   2017                         2016 
                                        % of total                   % of total 
                       Market value  scheme assets  Market value  scheme assets 
                             GBP000                       GBP000 
Equities                     12,763            56%        12,167            54% 
Diversified growth 
 funds                        1,639             7%           996             5% 
Bonds                         2,221            10%         2,285            10% 
Gilts                         3,234            14%         4,051            18% 
Liability driven 
 investment                   1,003             4%         1,134             5% 
Property                      1,812             8%         1,662             7% 
Cash                            227             1%           162             1% 
=====================  ============  =============  ============  ============= 
Total                        22,899           100%        22,457           100% 
=====================  ============  =============  ============  ============= 
Actual return on 
 assets over period           1,578                        3,029 
 

Pension expense

 
Amounts recognised within administrative expenses 
 within the income statement are: 
 
                                                      2017    2016 
                                                    GBP000  GBP000 
Charge for current service cost                          -    (49) 
Administration costs                                  (52)    (52) 
==================================================  ======  ====== 
                                                      (52)   (101) 
==================================================  ======  ====== 
 

Following the 6 April 2015 valuation the Company agreed to pay annual contributions of GBP365,000 for the year to 5 April 2016, followed by contributions of GBP140,000 for the following 2 years. Contributions will then increase to GBP305,000 per annum until 5 April 2027. Total employer contributions in 2017 were GBP140,000 (2016: GBP297,000).

 
The amounts credited/(charged) to financial 
 income and expense are: 
 
                                                2017    2016 
                                              GBP000  GBP000 
Return on assets recorded as interest*           390     645 
Interest on pension scheme liabilities         (615)   (799) 
============================================  ======  ====== 
Net financial expense                          (225)   (154) 
                                              ======  ====== 
 
 

*Includes GBP135,000 of pension administration expenses paid for by the Company (2016: GBP85,000).

Total actuarial gains and losses recognised in the consolidated statement of comprehensive income

The cumulative actuarial loss recognised in the consolidated statement of comprehensive income from 1 October 2006 (being the transition date to the adoption of International Financial Reporting Standards) is GBP1,395,000 (2016: loss GBP4,743,000).

 
Analysis of movement in retirement benefit 
 obligation 
                                                    2017    2016 
                                                  GBP000  GBP000 
Retirement benefit obligation at start of 
 the year                                         26,253  22,000 
Current service cost                                   -      49 
Interest cost on retirement benefit obligation       615     799 
Contributions by employees                             -      18 
Benefits paid and transfers out                  (1,224)   (875) 
Actuarial (gains)/losses                         (2,295)   4,262 
===============================================  =======  ====== 
Retirement benefit obligation at end of year      23,349  26,253 
===============================================  =======  ====== 
 

Change in fair value of scheme assets during the year

 
                                           2017    2016 
                                         GBP000  GBP000 
Fair value at start of the year          22,457  20,040 
Interest income                             525     730 
Actual return on assets less interest     1,053   2,299 
Employer contributions                      140     297 
Member contributions                          -      18 
Benefits paid                           (1,224)   (875) 
Administration costs                       (52)    (52) 
======================================  =======  ====== 
Fair value at end of the year            22,899  22,457 
======================================  =======  ====== 
 

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the percentage amounts shown below:

 
                                                   2017                     2016 
                                              Change in                Change in 
                                                                         defined 
                             Change in  defined benefit    Change in     benefit 
Assumption                  assumption       obligation   assumption  obligation 
                                                                        + 8% / - 
Discount rate              +/- 0.5% pa      + 7% / - 6%  +/- 0.5% pa          7% 
RPI and CPI inflation      +/- 0.5% pa        +3% /- 2%  +/- 0.5% pa      +/- 3% 
Future salary increases            n/a              n/a          n/a         n/a 
Assumed life expectancy       + 1 year             + 4%     + 1 year        + 4% 
 
 

b) Defined contribution schemes and personal pension plans

The Group operates a small number of defined contribution pension schemes and contributes to a number of personal pension plans. The total expense for these schemes during the year was GBP428,000 (2016: GBP469,000).

8. BASIS OF PREPARATION

The financial information set out above for the years ended 30 September 2017 and 2016 ("the financial information"), has been prepared with consistent accounting policies and in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and are effective at 30 September 2017.

The financial information does not constitute the statutory financial statements (as defined by S434 of the Companies Act 2006) for those years. The 2017 financial statements, upon which the auditors issued an unqualified opinion and did not contain a statement either under sections 498(2) or 498(3) of the Companies Act 2006, have not yet been delivered to the Registrar.

The 2016 financial statements have been delivered to the Registrar and included in the auditors' report which was unqualified and did not contain a statement either under sections 498(2) or 498(3) of the Companies Act 2006.

The annual report and accounts for the year ended 30 September 2017 will be posted to shareholders. Copies will be available from the Company's registered office, Unit 3, Calder Close, Wakefield WF4 3BA and will be made available on the Company's website at www.redhallgroup.co.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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