The information contained
within this announcement is deemed by the Company to constitute
inside information as stipulated under the Market Abuse (Amendment)
(EU EXIT) Regulations 2019/310.
27 March 2024
PipeHawk
plc
("PipeHawk", the "Company" or
the "Group")
Unaudited results for the six
months ended 31 December 2023
Chairman's Statement
I am pleased to report a continuing
improvement in the Group's results, though we are not out of the
woods yet. The Group's turnover in the six months ended 31 December
2023 was £4,572,000 (December 2022: £2,239,000), an increase of 104
per cent over the comparable period last year. The loss before
taxation was £633,000 (H1 2022: loss of £1,797,000) and the loss
after taxation was £441,000 (H1 2022: loss £1,440,000).
As indicated in my November
Chairman's Statement accompanying the annual accounts for the year
ended 30 June 2023, the Governor of the Bank of England has done a
sterling job of dampening down demand with high interest rates
which, coupled with various other uncertainties and head winds, has
meant very few new orders have been placed during the period, with
the notable exception of Adien, although enquiries and quotations
have remained high.
We had worked hard to enter this
six-month period with a record order book and have converted those
orders into recognised turnover. However, without the steady
flow of new orders coming in, our efficiency in utilisation of
staff has been suboptimal.
Nevertheless, just in the last
month, TED has received a record level of new orders and QM has
been advised that a number of continually stalled orders will be
placed within the next six weeks. Adien has turned its
fortunes around very well and Utsi's new developments look well set
to enter the market in the next financial year.
Accordingly, we are cautiously
optimistic that next year will be a return to good profitability
where, after a two year "hiccup" in our financial plans, we will be
able to take proper advantage of QM Systems' move to premises five
times the size of its previous premises and TED's move to premises
three times the size of its previous premises.
QM
Systems ("QM")
QM's first six months have provided
an insight into a market in recession. We have seen a reduction in
the number of orders as well as value, but an increase in potential
customers of significance. These potential customers are in
innovative markets with the requirement for multiple machines
across multiple production facilities within the UK and Europe.
This provides us with confidence for the future as we form
strategic partnerships in sustainable and innovative markets such
as medical devices, assisted mobility and building services,
amongst others. The downturn in orders is heavily linked to the
limited access in lending facilities created by high interest rates
and, as such, the projects have not been lost, but have simply been
deferred until lending rates allow a more attractive investment
opportunity. As a result, we currently sit on a pending sales
pipeline in excess of £9m across 12 projects which we believe have
a high prospect of success. The total prospective sales
pipeline for the next 12 months is in excess of £20m.
Material uncertainties for our
customers have marginally improved on raw materials such as steel,
oil, grain and lumber which is allowing these customers to switch
their focus back onto production. In turn this is highlighting the
issues they face surrounding staffing levels at mid to high volumes
as a result of which we have seen an upturn in enquiry requests
since the end of January 2024 as customers look towards increased
automation.
The problems of the last few years
have caused a major reassessment of clients' supply lines. Some
have moved manufacturing to locations across Europe with cheaper
labour and we have witnessed automotive clients in particular,
looking to undertake this re-alignment over the past 12
months. However, the pandemic also illustrated the reliance
the UK had on Chinese manufacturing and as such FMCG, MOD, building
services and medical device manufacturers have increased their
investment in the UK. Modular building services is also seeing a
significant backing from the government as we move closer to their
modular building target by 2026.
The first six months of the trading
year have resulted in a loss. However, we have reduced the
loss month on month despite supply chain and staffing issues. For
example, manufacturers are increasingly using either a European hub
or build to order processes, whereas historically they would be
held in stock in the UK. This access to stock can impact project
timings, with delays in excess of 4-6 weeks for bought out
components. We have also had several local machining companies, as
well as fabricators, feel the pinch of the recession and cease
trading whilst holding orders for QM. Again, this has had an impact
on project timings as we have had to establish alternative
suppliers who are able to pass our quality audit.
Recruitment has been a challenge as
we have increased our staff levels to support the pending build
profile of the contract manufacturing solutions. Inflation and cost
of living increases have resulted in increased salary demands
across the business. We have seen an increase of staff from 55 to
75 with more resource being required to support the contract
manufacturing aspect of the business for both Caudwell Marine and
Ventive, as well as considerations for Fast MDX, moving in to the
latter stages of 2024. Commencement of contract manufacturing has
suffered delays for the above reasons, but is moving ever closer.
Caudwell is targeting start of production in July this year which
will generate additional revenue towards the latter stages of 2024.
In addition, Ventive has production targets on a similar
timeframe.
QM still has many challenges ahead,
however continuing to follow its strategic plan is proving to be
positive. The infrastructure that has been implemented will only
aid profitability moving forward. We expect to secure substantial
projects in the months ahead as well as many further projects
thereafter, whilst simultaneously working through our existing
projects to bring them to conclusion over the next six months. QM's
average order value has increased to over £500,000 with several
projects currently quoted in excess of £1m. QM's short to medium
term targets look achievable and we are optimistic that the
deferred projects of the past will come to fruition to leave a
strong order book as we conclude the current financial year and
move into next year.
Thomson Engineering Design ("TED")
As I previously reported in November
2023, Network Rail's new funding round, CP7, commences in March
2024. As a result, virtually no major orders have been placed
in the UK rail industry for the last twelve months, causing two
major suppliers to the UK rail industry to fail. This badly
affected TED's turnover in the six-month period. We were hopeful
that this slack would be taken up by our global distribution
agreement with Unipart Rail, which it was to a small extent, but
these were slower to materialise than we would have wished.
Nevertheless, they are happening now as the strategic partnership
between TED and Unipart Rail starts to strengthen, and Unipart
increases its presence and marketing in the global rail export
area.
We are also pleased to announce that
TED and Unipart Rail have embarked on a joint venture to produce
new innovative rail plant equipment for the Global Centre of Rail
Excellence (GCRE). Working with Innovate UK, the funding will
be sponsored by the Department of Business and Trade. This novel
innovative equipment will provide a low-cost effective solution to
manipulate rail track panels to accelerate the process of laying
track on the UK rail infrastructure. Going forward, the equipment
will be developed at the GCRE site in South Wales and, upon
completion, will be marketed by Unipart Rail around the world.
There is already significant interest being shown in North America
and Europe.
In terms of UK business, TED is
experiencing a definite upturn in order intake in March as Network
Rail starts to release contracts as part of the new 'control
period' CP7.
We anticipate that as a result of
the release of CP7, contracts will be awarded to the UK rail
contractors, which in turn will result in strategic purchases from
TED for rail maintenance equipment to complete the contracts. This
should result in a significant upturn in UK business in the next
and following years.
This, taken with the success of
Unipart Rail's global marketing initiatives, bodes extremely well
for TED.
Adien
Following on from a strong finish to
2023, Adien is continuing to perform extremely well. Client orders
are very healthy and most importantly, consistent. Having managed
its way through the pains of last year's management shake-up, Adien
is growing as a team and providing some excellent results. Whilst
national infrastructure spending remains very low, Adien has been
successful in broadening its market presence to other sectors that
are less susceptible to the disruption of government. Having
secured a fresh framework agreement with SSE this quarter and a
healthy tranche of MOD works, the team is very positive of the
future of the business.
Adien was successful in getting to
the desired number of teams last year and has ambitions to put a
further two crews on the road this summer, although recruitment of
quality staff is still proving to be quite difficult. The healthy
order book and consistent month on month profitability will allow
this needed expansion to occur and help launch several new services
within the next 18 months.
Utsi
At Utsi, sales and enquiries from
the UK and EU have broadly remained flat, the latter not being
helped by ongoing changes to Import/Export procedures. However,
markets further afield have been more buoyant, delivering the
greater portion of sales and repeat orders to date.
Our earlier decision to switch focus
to more specialist markets is also beginning to bear fruit, with
enquiries for specialist GPR systems significantly up, particularly
those used for environmental research or having potential for
industrial application.
With signs that raw material, energy
and shipping costs are beginning to stabilise and the price and
lead times of many electronic components beginning to lessen,
profit margins are also beginning to look better. There are,
however, a number of key components that still remain in short
supply, or have been withdrawn or discontinued early. For some
projects, this has triggered a degree of system redesign,
significantly affecting delivery schedules and thereby
profitability and cashflow.
However, the overall picture for the
year does remain positive with an increasing order book and
promising long term project enquiries.
Related party transactions
As announced on 29 November 2022, my
letter of financial support dated 6 September 2021 was renewed on
11 October 2022 to provide the group with financial support until
31 December 2024.
In addition to the loans I have
provided to the Company in previous years, my fellow directors and
I have deferred a certain proportion of our fees and interest
payments until the Company is in a suitably strong position to make
these payments in full. During the six months ended 31
December 2023, these deferred fees and interest payments amounted
to approximately £82,000 in total, all of which have been accrued
in the Company's interim results, and at 31 December 2023 amounted
in total to £1,865,000.
Gordon Watt
Chairman
Enquiries:
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PipeHawk Plc
Gordon Watt (Chairman)
|
Tel no. 01252 338 959
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Allenby Capital (Nomad and Broker)
David Hart/Vivek Bhardwaj
|
Tel no. 020 3328 5656
|
Consolidated Statement of Comprehensive
Income
For
the six months ended 31 December 2023
|
6 months ended 31 December
2023
(unaudited)
£'000
|
|
6 months ended 31 December
2022
(unaudited)
£'000
|
|
Year ended
30 June
2023
(audited)
£'000
|
|
|
|
|
|
|
Revenue
|
4,572
|
|
2,239
|
|
6,470
|
|
|
|
|
|
|
Staff costs
Impairment of goodwill
|
(2,404)
-
|
|
(1,962)
-
|
|
(4,176)
(678)
|
General administrative
expenses
|
(2,566)
|
|
(1,902)
|
|
(4,515)
|
|
|
|
|
|
|
Loss on ordinary activities before interest and
taxation
|
(398)
|
|
(1,625)
|
|
(2,899)
|
Finance costs
|
(235)
|
|
(172)
|
|
(385)
|
|
|
|
|
|
|
Loss before taxation
|
(633)
|
|
(1,797)
|
|
(3,284)
|
|
|
|
|
|
|
Taxation
|
192
|
|
357
|
|
800
|
|
|
|
|
|
|
Loss for the period attributable to
equity holders of the Company
|
(441)
|
|
(1,440)
|
|
(2,484)
|
|
|
|
|
|
|
Other comprehensive
income
|
-
|
|
-
|
|
-
|
Total comprehensive expense for the period net of
tax
|
(441)
|
|
(1,440)
|
|
(2,484)
|
|
|
|
|
|
|
Loss per share (pence) - basic
|
(1.21)
|
|
(3.97)
|
|
(6.84)
|
Loss per share (pence) - diluted
|
(1.21)
|
|
(3.97)
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|
(6.84)
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|
|
|
|
|
|
Consolidated Statement of Financial Position
As
at 31 December 2023
Assets
|
As at
31 December
2023
(unaudited)
£'000
|
|
As at
31 December
2022
(unaudited)
£'000
|
|
As at
30 June
2023
(audited)
£'000
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and
equipment
|
722
|
|
814
|
|
783
|
Right of use
|
2,143
|
|
2,381
|
|
2,283
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Goodwill
|
679
|
|
1,357
|
|
679
|
|
3,544
|
|
4,552
|
|
3,745
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Inventories
|
213
|
|
308
|
|
253
|
Current tax assets
|
1,012
|
|
1,067
|
|
826
|
Trade and other
receivables
|
2,983
|
|
1,949
|
|
2,767
|
Cash
|
63
|
|
149
|
|
148
|
|
4,271
|
|
3,473
|
|
3,994
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
7,815
|
|
8,025
|
|
7,739
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
363
|
|
363
|
|
363
|
Share premium
|
5,316
|
|
5,316
|
|
5,316
|
Other reserves
|
(11,572)
|
|
(10,087)
|
|
(11,131)
|
|
(5,893)
|
|
(4,408)
|
|
(5,452)
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Borrowings
|
5,561
|
|
5,317
|
|
4,913
|
|
5,561
|
|
5,317
|
|
4,913
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Bank overdrafts and loans
|
3,151
|
|
2,633
|
|
2,886
|
Trade and other payables
|
4,996
|
|
4,483
|
|
5,392
|
|
8,147
|
|
7,116
|
|
8,278
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
7,815
|
|
8,025
|
|
7,739
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flow
For
the six months ended 31 December 2023
|
6 months ended 31 December
2023
(unaudited)
£'000
|
|
6 months
ended
31 December
2022
(unaudited)
£'000
|
|
Year ended
30 June
2023
(audited)
£'000
|
|
|
|
|
|
|
Cash inflow from operating activities
|
|
|
|
|
|
Loss from operations
|
(398)
|
|
(1,625)
|
|
(2,899)
|
|
|
|
|
|
|
Adjustment for:
Impairment of goodwill
|
-
|
|
-
|
|
678
|
Depreciation
|
315
|
|
271
|
|
579
|
|
(83)
|
|
(1,354)
|
|
(1,642)
|
|
|
|
|
|
|
Decrease in inventories
|
40
|
|
32
|
|
87
|
Decrease/(Increase) in
receivables
|
(216)
|
|
439
|
|
(378)
|
Increase/(Decrease) in
liabilities
|
(240)
|
|
1,735
|
|
2,759
|
|
|
|
|
|
|
Cash generated from/(used in)
operations
|
(499)
|
|
852
|
|
826
|
|
|
|
|
|
|
Interest paid
|
(116)
|
|
(91)
|
|
(196)
|
Corporation tax received
|
7
|
|
-
|
|
683
|
|
|
|
|
|
|
Net
cash generated from/(utilised in) operating
activities
|
(608)
|
|
761
|
|
(1,313)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
Purchase of plant and
equipment
|
(25)
|
|
(47)
|
|
(111)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash utilised in investing activities
|
(25)
|
|
(47)
|
|
(111)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
(Repayments)/Proceeds from
borrowings
|
170
|
|
(218)
|
|
(210)
|
Repayments of bank and other
loans
Proceeds of bank and other
loans
|
(199)
863
|
|
(158)
-
|
|
(393)
-
|
Repayment of leases
|
(286)
|
|
(193)
|
|
(455)
|
|
|
|
|
|
|
Net
cash (utilised in)/generated from financing
activities
|
548
|
|
(569)
|
|
(1,058)
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Decrease) in cash and cash
equivalents
|
(85)
|
|
145
|
|
144
|
Cash and cash equivalents at
beginning of period
|
148
|
|
4
|
|
4
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
63
|
|
149
|
|
148
|
Consolidated Statement of Changes in Equity
For
the six months ended 31 December 2023
|
Share
capital
|
Share premium
account
|
Retained
earnings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
6
months ended 31 December 2022
|
|
|
|
|
|
|
|
|
|
As at 1 July 2022
|
363
|
5,316
|
(8,647)
|
(2,968)
|
Loss for the period
|
-
|
-
|
(1,440)
|
(1,440)
|
|
|
|
|
|
Total comprehensive
income
|
-
|
-
|
(1,440)
|
(1,440)
|
|
|
|
|
|
Issue of shares
|
|
-
|
-
|
-
|
|
|
|
|
|
As at 31 December 2022
|
363
|
5,316
|
(10,087)
|
(4,408)
|
|
|
|
|
|
|
|
|
|
|
12
months ended 30 June 2023
|
|
|
|
|
|
|
|
|
|
As at 1 July 2022
|
363
|
5,316
|
(8,647)
|
(2,968)
|
Profit for the period
|
-
|
-
|
(2,484)
|
(2,484)
|
|
|
|
|
|
Total comprehensive
income
|
-
|
-
|
(2,484)
|
(2,484)
|
|
|
|
|
|
Issue of shares
|
-
|
-
|
-
|
-
|
|
|
|
|
|
As at 30 June 2023
|
363
|
5,316
|
(11,131)
|
(5,452)
|
|
|
|
|
|
6
months ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
As at 1 July 2023
|
363
|
5,316
|
(11,131)
|
(5,452)
|
Loss for the period
|
-
|
-
|
(441)
|
(441)
|
|
|
|
|
|
Total comprehensive
income
|
-
|
-
|
(441)
|
(441)
|
|
|
|
|
|
Issue of shares
|
|
-
|
-
|
-
|
|
|
|
|
|
As at 31 December 2023
|
363
|
5,316
|
(11,572)
|
(5,893)
|
|
|
|
|
|
Notes to the Interim Results
1.
Basis of preparation
The Interim Results for the six
months ended 31 December 2023 are unaudited and do not constitute
statutory accounts in accordance with section 240 of the Companies
Act 2006.
Full accounts for the year ended 30
June 2023, on which the auditors gave an unqualified report and
contained no statement under Section 498 (2) or (3) of the
Companies Act 2006, have been delivered to the Registrar of
Companies.
The interim financial information
has been prepared on a basis which is consistent with the
accounting policies adopted by the Company for the last financial
statements and in compliance with basic principles of
IFRS.
2.
Segmental information
The Company operates in one
geographical location being the UK. Accordingly, the primary
segmental disclosure is based on activity.
|
Utility detection and mapping
services
|
Development, assembly and
sale of GPR equipment
|
Automation and test system
solutions
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
6
months ended 31 December 2023
|
|
|
|
|
|
Total segmental revenue
|
715
|
52
|
3,805
|
4,572
|
|
|
|
|
|
|
|
Segment result
|
(5)
|
180
|
(573)
|
(398)
|
|
Finance costs
|
(19)
|
(143)
|
(73)
|
(235)
|
|
Loss before taxation
|
(24)
|
37
|
(646)
|
(633)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
561
|
1,154
|
6,100
|
7,815
|
|
Segment liabilities
|
633
|
6,143
|
7,114
|
13,890
|
|
Non-current asset
additions
|
46
|
-
|
70
|
116
|
|
Depreciation and
amortisation
|
35
|
9
|
271
|
315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
months ended 31 December 2022
|
|
|
|
|
|
Total segmental revenue
|
449
|
79
|
1,711
|
2,239
|
|
|
|
|
|
|
|
Segment result
|
(164)
|
(26)
|
(1,435)
|
(1,625)
|
|
Finance costs
|
(16)
|
(104)
|
(52)
|
(172)
|
|
Loss before taxation
|
(180)
|
(130)
|
(1,487)
|
(1,797)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
441
|
1,872
|
5,712
|
8,025
|
|
Segment liabilities
|
544
|
5,079
|
7,027
|
12,650
|
|
Non-current asset
additions
Depreciation and
amortisation
|
-
30
|
-
9
|
102
232
|
102
271
|
|
12
months ended 30 June 2023
|
|
|
|
|
|
Total segmental revenue
|
1,125
|
169
|
5,176
|
6,470
|
|
|
|
|
|
|
|
Segmental result
|
(214)
|
(859)
|
(1,826)
|
(2,899)
|
|
Finance costs
|
(39)
|
(236)
|
(110)
|
(385)
|
|
Loss before taxation
|
(253)
|
(1,095)
|
(1,936)
|
(3,284)
|
|
|
|
|
|
|
|
Segment assets
|
558
|
1,181
|
6,000
|
7,739
|
|
Segment liabilities
|
734
|
5,025
|
7,631
|
13,390
|
|
Non-current asset
additions
|
2
|
-
|
265
|
267
|
|
Depreciation and
amortisation
|
14
|
18
|
482
|
579
|
|
|
|
|
|
|
|
3.
Loss per share
This has been calculated on the loss
for the period of £441,000 (H1 2022: loss £1,440,000) and the
number of shares used was 36,312,823 (H1 2022: 36,312,823), being
the weighted average number of shares in issue during the
period.
4.
Dividends
No dividend is proposed for the six
months ended 31 December 2023.
5.
Copies of Interim Results
The Interim Results will be posted
on the Company's website www.pipehawk.com
and copies will be available from the Company's
registered office at 4, Manor Park Industrial Estate, Wyndham
Street, Aldershot, GU12 4NZ.