TIDMPRES
RNS Number : 0386K
Pressure Technologies PLC
11 December 2018
11 December 2018
Pressure Technologies plc
("Pressure Technologies" or the "Group")
2018 Full-Year Results
Pressure Technologies (AIM: PRES), the specialist engineering
group, announces its full-year results for the year ended 29
September 2018.
Chris Walters, Chief Executive of Pressure Technologies,
said:
"The Group is well placed to take advantage of improving market
conditions and realise the benefits of investment in people, new
equipment and supporting processes. Beyond the organic growth seen
in our rising order book, increasing our capability, scale and
reach through acquisitions remains a strategic focus."
Financial
-- Revenue* of GBP32.2 million (2017: GBP34.6 million)
-- Adjusted operating profit** at GBP0.5 million (2017: GBP1.6 million)
-- Reported loss before tax of GBP(3.1) million (2017: GBP(1.4) million )
-- Adjusted earnings per share* of 0.7p (2017: 10.0p)
-- Reported basic loss per share* of (13.9)p (2017: (4.0)p)
-- Adjusted net operating cash inflow*** GBP0.5 million (2017: GBP0.9 million)
-- Closing net debt at GBP6.7 million (2017: GBP11.1 million )
* continuing operations
** Operating profit excluding acquisition costs, amortisation on
acquired businesses and exceptional charges and credits.
***before cash outflow for exceptional costs
Operational
-- Manufacturing revenue up 13% year on year with second-half
32% up on the first-half as the businesses experience an uplift in
activity from core markets
-- Precision Machined Components Division's closing order book
up 54% on 2017, with highest intake levels in October 2018, since
April 2014
-- Completed sale of Hydratron, the Group's Engineered Products
Division for GBP1.1 million initial consideration
-- Post year-end conditional sale of the Alternative Energy
Division for GBP11.1 million to a Canadian TSX Venture Exchange
listed company
For further information, please contact:
Pressure Technologies plc Today Tel: 020 7920 3150
Chris Walters, Chief Executive Thereafter, Tel: 0114 257
Joanna Allen, Chief Financial 3622
Officer www.pressuretechnologies.com
Keeley Clarke, Investor Relations
Cantor Fitzgerald Europe (Nominated Tel: 020 7894 7000
Adviser and Broker)
Philip Davies / Will Goode
Tavistock Tel: 020 7920 3150
Simon Hudson
COMPANY DESCRIPTION
Company description - www.pressuretechnologies.com
With its head office in Sheffield, Pressure Technologies was
founded on its leading market position as a designer and
manufacturer of high-pressure components and systems serving the
global energy, defence and industrial gases markets.
Precision Machined Components - www.pt-pmc.com
-- Al-Met, Mid Glamorgan, acquired in 2010 www.almet.co.uk
-- Roota Engineering, Rotherham, acquired in March 2014 www.roota.co.uk
-- Quadscot, Glasgow, acquired in October 2014 www.quadscot.co.uk
-- Martract Limited, Barton-on-Humber, acquired in December 2016 www.martract.co.uk
Cylinders
-- Chesterfield Special Cylinders, Sheffield, IPO cornerstone in
2007 and includes, CSC Deutschland Gmbh, which is based in Dorsten,
Germany and Chesterfield Special Cylinders Inc. which is based in
Houston, USA www.chesterfieldcylinders.com
CHAIRMAN'S STATEMENT
Overview
It's fair to say that the much anticipated up-turn in the oil
and gas industry took slightly longer to gain momentum than we had
anticipated towards the end of last year. However, it's pleasing to
report that the past few months have seen improved order intake
trends and order book levels, supported by markedly higher bid
activity throughout the Group.
As previously announced, John Hayward, CEO, stepped down from
his role and Phil Cammerman, Non-Executive Director, retired during
the year. Chris Walters was appointed as Chief Executive in
September, bringing a wealth of experience in building successful
global businesses and we look forward to him making a significant
contribution in leading the Group.
Further substantiation of Chesterfield Special Cylinders' (CSC)
market leadership was reinforced during the year when they became
the only company from their peer group that managed to deliver
unique, highly specialised cylinders for the Dreadnought Class of
nuclear-powered submarines. The level of technical and
manufacturing skills involved in such an undertaking is remarkable
and it can only be offered from CSC - a company of master
craftsmen!
During the past year, we have reviewed our portfolio of
companies, with the view to refocusing our efforts on where we can
achieve market leadership and deliver more predictable growth in
sales and profits. In June, we announced the sale of Hydratron,
which formed the Group's Engineered Products Division, for an
initial cash consideration of GBP1.1 million, with an additional
consideration of up to GBP2.25 million, which may become payable in
cash, contingent on the company's future trading performance.
In the second-half of the year, focus turned to reviewing the
strategic options for the Alternative Energy Division (AE) to
realise the full potential of the Greenlane Biogas business in the
expanding market for renewable natural gas (RNG), acknowledging
that the nature of RNG development projects and plant installation
contracts are no longer strategically compatible with the Group's
focus on highly specialised manufacturing in oil and gas and
defence markets.
We conducted a comprehensive review of divestment options,
including an outright sale, a merger or a stock market listing.
After generating positive interest in the business, the Board opted
to proceed with a listing on the Canadian TSX Venture Exchange
(TSX-V) as the most attractive approach, primarily due to deal
deliverability, timing and value realisation. This option also
allows the Group to retain a minority stake in the listed entity
and benefit from the anticipated upside potential. I am pleased to
report that on 10 December 2018, the Group announced it had
commenced a process to spin out Greenlane and list it on the TSX-V,
which will be accomplished by selling it to Creation Capital. We
will remain a supportive minority shareholder and anticipate
retaining our holding for the medium term. We anticipate this will
conclude during the first quarter of 2019.
Results
Group revenue was GBP32.2m in the year, a 7% decline from last
year, mostly as a result of lower turnover in AE. The turnover from
our manufacturing divisions was up by 13%. Operating profits were
modest at GBP0.5 million, however, returning a positive result on
such low sales is clear evidence of the efforts taken in the past
few years to align costs and improve operating efficiency.
The manufacturing divisions achieved returns on sales of between
11% and 13%, which is commendable in what were tough trading
conditions in oil and gas. The AE Division recorded a small overall
operating loss in the year, primarily due to low order intake in
the first-half, but it was profitable throughout the second-half
following its restructure.
The modest operating cash flow of GBP0.3 million reflects the
phasing of large contract revenues around the year-end.
The Board has again resolved that no dividend shall be paid to
shareholders this year as investment in the core manufacturing
businesses remains the priority for capitalising on the improving
markets conditions.
Outlook
Clearly, the opportunities for growth that we anticipated at the
beginning of last year didn't materialise until later in the year.
However, recent trading performance, order intake and general
bidding activity indicates that we're seeing a period of increased
market activity, particularly for oil and gas, so the Board expects
a much better trading performance from the Group this year.
This increase in activity has been fuelled by greater confidence
in the global oil and gas market, where most international oil
companies have recently reported strong quarterly profits, which
has in turn spurred a flurry of investment in capital projects.
Time will tell whether these promising signs gather further
momentum, in an environment where the USA Government is actively
lobbying some of the world's largest crude oil producers to
increase production in order to push prices down, thereby
stimulating economic growth. This is an economic model that is more
suited to heavily industrialised nations, but not for those who are
reliant on oil revenues to fund domestic spending. The tensions are
obvious.
When reflecting upon factors within the Board's control, the
past year could be considered transformational, with the strategic
divestment of two Divisions. Once the Greenlane Biogas deal has
concluded, the Group will be in a stronger position to realise the
efficiency benefits gained from recent restructuring and
performance improvement measures, thereby capitalising on improving
market conditions.
It is worth highlighting that the trading outlook for next year
is much more encouraging, with year-end order books in our core
manufacturing Divisions between 36-54% higher than at the same time
last year.
The Board anticipates that funds generated from the portfolio
rationalisation will provide the Group with a strengthened balance
sheet, so we are actively looking at how we may be able to leverage
that to accelerate growth in target markets.
Alan Wilson
Chairman
10 December 2018
CHIEF EXECUTIVE'S STATEMENT 2018
This is a very exciting time for the Group and I am delighted to
join the team. During my first few weeks, I have met proud and
committed colleagues in a business with unrivalled heritage and a
leading reputation for craftsmanship and quality.
The past year was evidently an unpredictable and challenging one
for the Group, but many positive steps have been taken to prepare
the business for steadily improving conditions in our core markets.
As momentum builds gradually in the oil and gas industry and our
presence grows further in global defence markets, we have
significantly strengthened our order book and have a clearer view
of our customers' project pipeline today than at any point in the
past three years.
Operational improvements and continued investment in our people,
production capability and Group support underpin our confidence and
our ability to realise the tremendous potential in our target
markets. I am excited to be leading the Group and our valued
colleagues into 2019 and beyond, building on our strong foundation
and setting a clear vision for innovation, development and
growth.
Performance
Overall Group revenue for the year was GBP32.2 million (2017:
GBP34.6 million), down 7% as a result of fewer renewable energy
projects. Revenue in our core Manufacturing Divisions increased by
13% to GBP21.2 million (2107: GBP18.8 million). Adjusted operating
profit was GBP0.5 million (2017: GBP1.6 million), down as a result
of operating losses in our Alternative Energy Division, mix-driven
lower gross margins in manufacturing and investment in people and
operating structure.
Oil and gas sector
Revenue GBP million 2018 2017 2016 2015
Group 12.5 10.6 11.9 25.1
====== ===== ===== =====
PMC 11.0* 9.8 10.2 18.8
====== ===== ===== =====
Cylinders 1.5 0.8 1.7 6.3
====== ===== ===== =====
*casting anomaly due to rounding
Revenue from oil and gas sector customers increased 18% to
GBP12.5 million (2017: GBP10.6 million) as activity in this sector
made further gains over the low point in 2017, driven by increased
order volumes in our Precision Machined Components Division (PMC)
and the delivery of drillship air pressure vessels in our Cylinders
Division. The recovery in oil and gas exploration and production
activity has been unpredictable for the Group and our customers. We
experienced a very slow third-quarter as our customers focused
internally on planning and resourcing for increased project
execution and procurement activity, generating a tendering surge in
the fourth-quarter and pressure on lead times to meet project
deadlines.
Throughout the downturn, gross margins in our PMC Division,
which focuses primarily on this sector have remained above 30% and
were 33% in 2018 (2017: 35%), with the cost impact of higher base
material content and carbide coatings offsetting efficiency
improvements from new equipment and processes. Margins in the year
were also affected by new product development work with new and
existing customers. These developments have extended our product
range and delivered new revenue streams with strong margins. A
total of 15 new customers contributed 8% of total PMC revenue in
the year.
Defence sector
Revenue GBP million 2018 2017 2016 2015
Group 6.6 6.4 6.5 7.5
===== ===== ===== =====
PMC - - - -
===== ===== ===== =====
Cylinders 6.6 6.4 6.5 7.5
===== ===== ===== =====
Defence sector revenue increased slightly to GBP6.6 million
(2017: GBP6.4 million). Delays to several key defence projects
resulted in revenue being strongly weighted to the second-half of
the year and slipping into 2019. Standard and bespoke cylinders for
the Dreadnought submarine programme contributed significantly
alongside the Type 26 frigate project, which was secured in the
first-half of the year. Export naval revenue increased
significantly, driven in particular by successful projects in South
Korea.
Integrity management revenue increased 21% to GBP0.8 million
(2017: GBP0.7 million) as activity for the UK naval support
contract ramped up, having been delayed from the first-half of the
year.
Driven by defence project revenues, overall gross margin in our
Cylinders Division, which focuses primarily on this sector,
remained strong at 35%, but fell below the 41% peak of 2017 due to
a reduced volume of high-margin aerospace orders, product
development work and increased direct labour costs.
Industrial gas sector
Revenue GBP million 2018 2017 2016 2015
Group 2.0 1.7 1.3 0.6
===== ===== ===== =====
PMC 0.3* 0.5 - -
===== ===== ===== =====
Cylinders 1.7 1.2 1.3 0.6
===== ===== ===== =====
*casting anomaly due to rounding
Revenue increased 16% in this sector, driven by favourable
phasing of cyclical refurbishment work for our largest customer
off-setting the lower volume in this sector from PMC in the
year.
Renewable energy sector
Revenue GBP million 2018 2017 2016 2015
Group 11.1 15.9 11.3 14.0
===== ===== ===== =====
AE 11.1 15.8 11.3 14.0
===== ===== ===== =====
Cylinders - 0.1 - -
===== ===== ===== =====
Alternative Energy Division (AE) projects dominated Group
performance in this sector, with GBP11.1 million overall for the
year (2017: GBP15.8 million) and a second-half revenue of GBP8.3
million, as work started on three projects secured earlier in the
year.
Overall revenue was adversely impacted in the UK by delays in
the Renewable Heat Incentive amendments, complexity and client
funding arrangement delays on contract awards in the Americas and
the disruption to commercial activity experienced through
Divisional restructuring throughout the prior year. However,
overall gross margin improved to 22% (2017: 17%) as a direct result
of this restructuring.
People
The success of the Group comes from our people. Our performance
and our reputation are achieved through their skills, experience
and relationships, through their hard work and from the way they
collaborate with colleagues and with our customers.
I am personally committed to ensure all colleagues have a safe
place to work, where we also positively support their health and
well-being. We have further strengthened HSE management across the
Group with new roles in our operational sites, supporting more
focused workplace risk assessment and performance reporting. A new
working group is evaluating improvements to the way we support
health and well-being across the Group, with the aim of promoting a
positive working environment and fulfilment for existing and
prospective colleagues and enhancing our employer brand.
Recruitment to meet the growing workload and new skill
requirements has progressed successfully, building on our
230-strong workforce. Several former colleagues who left the
business during the downturn have re-joined us and we have invested
further in apprenticeships across the Group.
Earlier this year, we carried out a Group-wide engagement survey
to objectively gather views from our colleagues on how they feel
about a range of factors related to working within the Group.
Overall, the results were positive, showing a high degree of
colleague engagement and a strong sense of pride in the companies
they work for. The survey also identified areas for improvement,
which has helped focus management priorities throughout the
year.
We recently launched a Group management development programme,
bringing directors, managers and supervisors together for a
tailored course, focusing on key skills and knowledge of employment
legislation and giving our management teams a practical toolkit for
best practice in people management.
Further progress has been made with standardising our people
management policies and guidelines, giving our managers and staff
access to an efficient and supportive centralised resource,
improving compliance and consistency across the Group. We also
completed an extensive programme of work to bring the Group into
compliance with GDPR requirements.
Finally, on people, I would like to thank John Hayward, my
predecessor for his time and support during our handover. I very
much enjoyed working with John, under whose leadership the Group
has been built on core values of honesty and integrity. These
values are clearly evident across the business and remain
fundamental to everything we do.
Strategy and Outlook
The Group is well placed to take advantage of improving market
conditions and realise the benefits of investment in people, new
equipment and supporting processes.
Precision Machined Components Division
Delivery of high-quality, safety-critical components for the oil
and gas industry remains the predominant focus for PMC in the
medium-term, where our expertise is increasingly well recognised
and respected. Oil and gas market commentators and our key
customers remain cautiously optimistic about the continuing growth
in international exploration and production investment, with many
major projects due to commence in 2020.
Tendering activity increased sharply towards the end of the year
and has continued to rise. The closing order book in September 2018
was 54% up on the same period in 2017, with 14% of the total order
book coming from new customers secured through 2018. The Divisional
order intake reached its highest level in October 2018 for over
four years, with a rolling 12-month order intake 24% higher than at
the same time in 2017.
Investment in people to manage our existing customers and drive
new product and new customer opportunities in target areas has
helped improve our responsiveness and success rates. Closer
customer relationships have given us greater visibility of new
leads, helping to inform load and capacity planning within our
production teams.
Our capex investment programme will accelerate through 2019,
further equipping the Division with the very latest
high-performance machining centres that allow us to support a
widening range of products for our customers, as they seek to
consolidate their approved supplier lists and to value-engineer
their designs with our input.
Margin improvement remains a focus, supported by further
investment in skills and training, the development of innovative
manufacturing processes and more effective management of our supply
chain and subcontracted services.
Beyond the organic growth seen in our rising order book,
increasing our capability, scale and reach through acquisitions
remains a strategic focus. Recent standardisation of operating
models and experience gained through effective collaboration
between our individual brands has helped blueprint an effective
Group approach to future acquisitions of highly specialised, niche
manufacturing operations in target markets.
Cylinders Division
Our Cylinders Divisional strategy remains firmly on course to
achieve greater inroads in target markets.
The diversification into global defence markets from 2014 has
proved highly successful, strengthened by the opening of our German
office and the development of key relationships and opportunities
in new regions. This sector remains the organic growth focus for
the foreseeable future with strong potential to replicate the
success seen with the Royal Navy across NATO-friendly navies
worldwide.
In the UK, submarine and surface warship build programmes remain
largely unaffected by cuts in defence spending and we are
established suppliers to the extensive Dreadnought submarine and
Type 26 frigate projects, with order book visibility to 2023 and
project horizons out to at least 2030.
Defence budgets in the US remain robust and our local team
continue to drive the qualification of our products, while managing
key relationships in US army, navy and air force departments. Our
rapid response in providing a solution for the USAF F-22 Raptor has
helped promote our reputation in this target market.
Our Integrity Management services have established a strong
presence and an enviable reputation in the UK defence market with
the in-service submarine programme. This business has tremendous
potential for growth outside the UK and Europe and is a focus area
for accelerated development.
Strategically we are channelling efforts through our German
office to promote safety-critical Integrity Management services to
navies worldwide.
In oil and gas markets, we are well positioned to respond to a
predicted upturn in drillship and semi-submersible projects from
2020. It is notable that the Cylinders Division recently delivered
the only two major air pressure vessel supply contracts awarded
globally in this sector and is the 'go to' supplier as the upturn
approaches. Customer relationships remain strong and our investment
in product R&D continues, keeping us at the forefront of this
sector.
As the focus on renewable energy usage grows globally, we are
set to build on our breakthrough order in 2018 for the supply of
hydrogen refuelling station cylinders in the UK. We recently
secured a second major European order and are well positioned with
our tendering partners to win further contracts. There are several
target customers in the European hydrogen market and we are well
positioned as a key supplier, partner and service provider,
offering technical advice and support from the very early stages of
project development. There are significant growth opportunities for
large, high-pressure cylinders in this market as hydrogen power
plays an increasing role in mass transport systems worldwide.
Further investment in new technology to advance our production,
handling and finishing processes is underway, bringing improved
efficiency and reliability. We are also working with academic
partners to evaluate innovative production methods for our
ultra-large cylinders and assessing improvements to supply chain
management for materials and subcontracted services.
Alternative Energy
The global outlook for renewable natural gas (RNG) has improved
again throughout the year with governments and energy majors
increasing their commitment to renewables in the global energy mix,
with RNG playing a significant role, particularly in the US and
Europe.
Significant progress has been made in forming relationships with
project developers, grid operators and energy majors in these key
regions and our strategic decision to centre the Division in
Vancouver positions Greenlane Biogas perfectly to take advantage of
new opportunities. With a closing order book of GBP7m and a GBP30m
pipeline of high-probability opportunities for order placement in
2019, the potential for Greenlane in this growing sector appears to
be very strong.
In June 2018, we announced that strategic options would be
evaluated for our Alternative Energy Division and Greenlane Biogas
that would help unlock value for our shareholders and refocus the
Group on core specialist manufacturing activities in defence and
oil and gas markets.
As a result of this strategic review and following the appraisal
of outright sale and merger options, we have commenced a process to
list Greenlane Biogas on the TSX-V. We will remain a supportive
minority shareholder and anticipate retaining our holding for the
medium term.
Chris Walters
Chief Executive
10 December 2018
CHIEF FINANCIAL OFFICER'S REPORT 2018
Highlights
Group Revenue* Manufacturing Revenue(*) up 13% to GBP21.2m Adjusted operating Profit(**) Return on Revenue***
down 7% to (2017: 18.8m) GBP0.5m 2%
GBP32.2m (2017: 1.6m) (2017: 5%)
(2017: GBP34.6m)
Net operating Closing Fundraising of R&D tax credit
cash Net Debt GBP4.8m benefits as a % of
inflow(****) GBP6.7m revenue of
GBP0.5m (2017: GBP11.1m) 2.5%
(2017: GBP0.9m) (2017: 1.5%)
============================================= =============================== ======================
* continuing operations only
** operating profit excluding acquisition costs, amortisation on
acquired businesses and exceptional charges and credits.
*** adjusted operating profit divided by revenue
****before cash outflow for exceptional costs
I am pleased to present the results of what has been another
very busy and transitional year for the Group. We have continued to
shape the finance teams to focus on business insight and real-time
analysis to support commercial decision making, investing in
systems and processes to facilitate this, whilst continuously
improving the efficiency of financial reporting.
Following the disposal of the entire issued share capital of
Hydratron Limited all results and costs for the Engineered Products
Division have been presented as discontinued operations, commentary
is in respect of continuing operations.
The continuing Manufacturing Divisions are experiencing an
uplift in activity with revenues from these Divisions 13% up on the
prior year. Second-half was particularly strong, 32% up on the
first-half reflecting both the momentum of work in the oil and gas
sector and phasing of large defence projects.
Alternative Energy also had a stronger second-half returning an
adjusted operating profit of GBP0.4 million. Four new biogas
upgrader projects were awarded and commenced in the year.
Non-upgrader sales for after-market support and other products
decreased to GBP2.2 million (2017: GBP3.2 million). Whist revenue
has reduced significantly to GBP11.1 million in 2018 (2017: GBP15.8
million), profitability in this Division has continued to improve,
gross profit margin has increased by 5ppt to 22% in the year.
Across the Group, we have continued to invest in new equipment
and technology. GBP1.1 million in new plant and machinery has been
invested in the Manufacturing Divisions. A further GBP0.4 million
has been invested in IT systems and technology, predominantly to
support the AE Division. The R&D tax credit relief has
increased with claims in 2018 expected to be in excess of 2.5% of
revenue (2017: 1.5%).
In the short-term, the financial priorities continue to focus on
the reduction in net debt with working capital management at the
fore, whilst investing in new equipment, using efficient finance
arrangements where applicable, and maximising available tax credits
reflecting the focus on innovation. Debtor days have reduced to 53
(2017: 61) reflecting the continued focus on key account management
and mix of customer balances at the year-end. This, along with the
phasing of contract revenues, has resulted in a small net
investment in working capital for continuing operations in 2018 of
GBP0.2 million (2016: GBP1.5 million).
The oversubscribed share placing in November 2017 and the
disposal of the EP Division in June 2018, both immediately reduced
net debt which closed at GBP6.7 million (2017: GBP11.1 million) and
this positions the Group well to capitalise on the clear momentum
in market opportunity being experienced in the Manufacturing
Divisions.
Trading result
Manufacturing
The Manufacturing Divisions contributed GBP2.6 million of
adjusted operating profit in 2018 (2017: GBP2.9 million), whilst
the volume of work increased year-on-year the mix of work delivered
was at an overall lower gross margin which has reduced return on
revenue. Administrative costs remained at 22% of revenue due to the
strategic investment in people and skills in readiness for
anticipated workload in 2019 and beyond.
Alternative Energy
The benefits of the restructuring in 2017 are visible in Gross
Margin improvement with 2018 seeing a 5ppt increase to 22% (2017:
17%). The revenue in the first-half of GBP2.8 million (2017: 8.0
million) was adversely impacted by the restructuring in 2017 but
recovered in the second-half to GBP8.3 million (2017: 7.8 million)
and the Division was profitable with a Return on Revenue of 5% in
this half.
Central Costs
Unallocated central costs (before M&A, amortisation on
acquired businesses and exceptional charges) were GBP1.6 million
(2017: GBP1.4 million).
In respect of the Group's various share option plans there was a
net nil share based payment cost in the year (2017: GBP0.1
million).
Exceptional items
Reorganisation and redundancy costs in the year were GBP0.3
million (2017: GBP0.7 million), which predominantly relate to the
final parts of the Alternative Energy Division restructuring.
On 21 July 2018, John Hayward informed the Board of his decision
to retire as Chief Executive Officer. John subsequently stepped
down from the Board, with effect from 1 October 2018. CEO
retirement costs include payment in lieu of contractual notice
(GBP216,000) with the balance being settlement costs.
M&A related exceptional items and amortisation costs were
GBP2.6 million (2017: GBP2.0 million). The prior year included the
GBP0.6 million write-back of the deferred consideration of Martract
Limited.
Taxation
The tax credit for the year was GBP0.6 million (2017: GBP0.8
million).
The loss before tax, effect of the change in tax rates in the
year and adjustments in respect of prior years have all contributed
to the significant credit in the 2018. The applicable current tax
rate for the year is 19% (2017: 19.5%). The reduction in rate of
tax and the utilisation of losses have resulted in a lower
effective tax rate than the current rate of tax.
R&D tax benefits in respect of 2018 are projected to be
around GBP0.8 million (2017: GBP0.5 million).
Corporation tax paid in the year totalled GBP0.1 million (2017:
refund GBP0.2 million), which relates to the UK. Tax in overseas
territories is minimal.
Foreign Exchange
The Group has exposure to movements in foreign exchange rates
related to both transactional trading and translation of overseas
investments.
In the year under review, the principal exposure which arose
from trading activities, was to movements in the value of the Euro,
the CA Dollar and the US Dollar relative to Sterling. As the Group
companies both buy and sell in overseas currencies, particularly
the Euro and the US Dollar, there is a degree of natural hedge
already in place.
In the AE Division the currency exposure is actively managed at
the outset of a project where possible matching the contract
currency with the contracts costs. Where appropriate forward
contracts taken out to cover the residual exposure. Exposure (both
translational and transactional) to the movements in the USD versus
the CAD and GBP are expected to increase as the focus of the AE
Division turns to this market.
In 2018 the net gain recognised in adjusted operating profit in
respect of realised and unrealised transactions in Euro, US Dollar,
Canadian Dollar and New Zealand Dollar was GBP0.1 million (2018:
immaterial) . In 2018 a loss of GBP0.1 million (2017: immaterial)
was recorded below adjusted operating profit in respect of the
retranslation of foreign operations.
As at 29 September 2018 there were no forward contracts in place
(2017: none).
At the present time no cover is held against the value of
overseas investments or intercompany loans with overseas entities
as over the next year dividend flows from these to Group are not
expected to be significant.
Disposal of Hydratron
On 7 June 2018, the Group completed the disposal of the entire
issued share capital of its subsidiary, Hydratron Limited, to Pryme
Group Limited, majority owned by Simmons Private Equity LP. This
business was reported by the Group as the Engineered Products
Division.
The initial consideration was GBP1.1 million (less costs and
retentions), along with potential deferred contingent consideration
up to a maximum of GBP2.25m, dependent on revenue in the twelve
months post completion. As detailed in Note 5 to these financial
statements a goodwill impairment of GBP1.7 million was recognised
as a charge in the period ended 29 September 2018.
The GBP2.6 million loss from discontinued operations comprise
the operating loss for the period up to disposal, costs to sell and
impairment charges associated with the business.
Financing, cash flow and leverage
Operating cash inflow for continuing operations before movements
in working capital and reorganisation and redundancy costs was
GBP1.8 million (2017: GBP2.5 million). After a net working capital
inflow of GBP0.2 million (2017: net investment GBP1.5 million),
cash generated from operations was GBP2.0 million (2017: GBP0.9
million). The change in working capital arose from the timing of
large contract down payments and phasing of contract revenues in
Cylinders and AE Divisions.
Cash outflow in respect of discontinued operations trading up to
the point of disposal was GBP0.4 million.
Cash outflow in respect of exceptional costs was GBP1.3 million
(2017: GBP0.8 million).
Cash inflows in respect of the disposal of EP was GBP1.1
million. Capital expenditure on plant and machinery was GBP1.1
million, of which GBP0.6 million was in the PMC Division and GBP0.4
million in the Cylinders Division. Where appropriate new machines
are now acquired using dedicated equipment finance and these assets
are then self-financing through trading cash inflow, in 2018 GBP0.5
million of new finance leases were utilised. GBP1.1 million (2017:
GBP0.9 million) of the net debt relates to finance leases in
respect of plant and machinery.
Net debt was GBP6.7 million (2017: GBP11.1 million), the
decrease driven primarily by the share issue and disposal of the EP
Division. The Group's GBP15 million revolving credit facility
("RCF") was GBP11.8 million drawn at the year-end.
The increase in adjusted EBITDA and reduction in net debt means
the Net Debt to Adjusted EBITDA leverage ratio in respect of the
RCF facility reduced to 2.3:1 at 29 September 2018 (2017: 3.1:1).
All facility covenants have been complied with throughout the
period and the facility has been extended to January 2020.
Earnings per share and dividends
Adjusted earnings per share decreased to 0.7 pence (2017: 10.0
pence) for continuing operations. Basic loss per share was (13.9)
pence (2017: (4.0) loss per share) for continuing operations.
No dividends were paid in the year (2017: nil) and no dividends
have been declared in respect of the year ended 29 September 2018
(2017: nil). Distributable reserves in the parent company decreased
23% to GBP16.9 million (2017: GBP22.1 million), driven primarily by
the disposal of Hydratron Limited.
Statement of financial position
Goodwill and intangible assets (at cost) decreased by GBP2.1
million to GBP35.8 million (2017: GBP37.9 million). GBP2.5 million
related to the disposal of EP, the balance was investment in new
product development and investment in IT systems. Amortisation in
the year was GBP2.6 million (2017: GBP2.4 million).
Net current assets increased to GBP9.6 million (2017: GBP9.1
million). This increase is predominantly due to an increase in cash
and the phasing of large contract balances between years.
Non-current liabilities decreased to GBP14.4 million (2017:
GBP18.0 million) after borrowings reduced to GBP12.6 million (2017:
GBP15.6 million).
Net assets decreased by 1.2% to GBP33.4 million (2017: GBP33.8
million) and net asset value per share decreased to 180 pence
(2017: 233 pence) due to the dilutive impact of the share
placing.
Joanna Allen
Chief Financial Officer
10 December 2018
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 52 week period ended 29 September 2018
Notes 52 weeks 52 weeks
ended ended
29 September 30 September
2018 2017
GBP'000 GBP'000
Revenue 1 32,245 34,557
Cost of sales (22,605) (24,851)
Gross profit 9,640 9,706
Administration expenses (9,093) (8,137)
Operating profit before M&A costs,
amortisation and exceptional charges
and credits 1 547 1,569
Separately disclosed items of administrative
expenses:
Amortisation and M&A related exceptional
items 3 (2,584) (1,968)
Other exceptional charges and credits 4 (688) (667)
Operating loss (2,725) (1,066)
Finance income 6 4
Finance costs (400) (343)
Loss before taxation 2 (3,119) (1,405)
Taxation 6 589 823
Loss for the period from continuing
operations (2,530) (582)
Discontinued operations
Loss for the period from discontinued
operations 5 (2,558) (565)
Loss for the period attributable
to owners of the parent (5,088) (1,147)
Other comprehensive income
Items that may be reclassified subsequently
to profit or loss:
Currency translation differences
on translation of foreign operations (60) (4)
Total comprehensive income for
the period attributable to the owners
of the parent (5,148) (1,151)
Basic earnings per share
From continuing operation 7 (13.9)p (4.0)p
From discontinued operations 7 (14.1)p (3.9)p
From loss for the period (28.0)p (7.9)p
Diluted earnings per share
From continuing operation 7 (13.9)p (4.0)p
From discontinued operations 7 (14.1)p (3.9)p
From loss for the period (28.0)p (7.9)p
CONSOLIDATED BALANCE SHEET
As at 29 September 2018
Notes 29 September 30 September
2018 2017
GBP'000 GBP'000
Non-current assets
Goodwill 9 14,370 16,062
Intangible assets 10 11,444 13,658
Property, plant and equipment 12,032 12,583
Deferred tax asset 15 402 343
38,248 42,646
Current assets
Inventories 4,383 4,986
Trade and other receivables 11 11,998 11,339
Cash and cash equivalents 6,140 4,791
Current tax 35 -
22,556 21,116
Total assets 60,804 63,762
Current liabilities
Trade and other payables 12 (12,745) (11,748)
Borrowings 13 (241) (219)
Current tax liabilities - (23)
(12,986) (11,990)
Non-current liabilities
Other payables 12 (198) (238)
Borrowings 13 (12,636) (15,642)
Deferred tax liabilities 15 (1,591) (2,089)
(14,425) (17,969)
Total liabilities (27,411) (29,959)
Net assets 33,393 33,803
Equity
Share capital 930 725
Share premium account 26,172 21,637
Translation reserve (465) (405)
Retained earnings 6,756 11,846
Total equity 33,393 33,803
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 52 week period ended 29 September 2018
Profit
Share and
Notes Share premium Translation loss Total
capital account reserve account equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 02 October
2016 724 21,620 (401) 12,872 34,815
Share based payments - - - 121 121
Shares issued 1 17 - - 18
Transactions with
owners 1 17 - 121 139
Loss for the period - - - (1,147) (1,147)
Other comprehensive
income:
Exchange differences
on translating foreign
operations - - (4) - (4)
Total comprehensive
income - - (4) (1,147) (1,151)
Balance at 30 September
2017 725 21,637 (405) 11,846 33,803
Share based payments - - - (2) (2)
Shares issued 205 4,535 - - 4,740
Transactions with
owners 205 4,535 - (2) 4,738
Loss for the period - - - (5,088) (5,088)
Other comprehensive
income:
Exchange differences
on translating foreign
operations - - (60) - (60)
Total comprehensive
income - - (60) (5,088) (5,148)
Balance at 29 September
2018 930 26,172 (465) 6,756 33,393
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 52 week period ended 29 September 2018
Notes 52 weeks 52 weeks
ended ended
29 September 30 September
2018 2017
GBP'000 GBP'000
Operating activities
Cash flows from operating activities 16 291 319
Finance costs paid (394) (324)
Income tax (paid) / refund (56) 216
Net cash inflow from operating activities (159) 211
Investing activities
Proceeds from sale of fixed assets 127 21
Purchase of property, plant and equipment (1,009) (961)
Cash outflow on purchase of subsidiaries
net of cash acquired - (3,597)
Cash inflow on disposal of subsidiaries
net of cash disposed of 1,088 -
Net cash used in investing activities 206 (4,537)
Financing activities
New borrowings - 3,350
Repayment of borrowings (3,438) (324)
Shares issued 4,740 18
Net cash from financing activities 1,302 3,044
Net increase / (decrease) in cash and
cash equivalents 1,349 (1,282)
Cash and cash equivalents at beginning
of period 4,791 6,073
Cash and cash equivalents at end of
period 6,140 4,791
NOTES
Basis of preparation
The financial information set out in this preliminary
announcement does not constitute statutory accounts as defined by
section 434 of the Companies Act 2006. It has been prepared in
accordance with the recognition and measurement principles of
International Financial Reporting Standards (IFRS) adopted for use
in the European Union, including IFRIC interpretations issued by
the International Accounting Standards Board, and in accordance
with the AIM rules and is not therefore in full compliance with
IFRS. The principal accounting policies of the Group have remained
unchanged from those set out in the Group's 2017 annual report. The
financial statements have been prepared under the historical cost
convention, except for derivative financial instruments which are
carried at fair value.
The financial information for the period ended 29 September 2018
was approved by the Board on 10 December 2018 and has been
extracted from the Group's financial statements upon which the
auditor's opinion is unmodified and does not include a statement
under section 498(2) or (3) of the Companies Act 2006.
The statutory accounts for the period ended 29 September 2018
will be posted to shareholders at least 21 days before the Annual
General Meeting and made available on our website
www.pressuretechnologies.com. In due course, they will be delivered
to the Registrar of Companies. The statutory accounts for the
period ended 30 September 2017 have been delivered to the Registrar
of Companies.
Going concern
The financial statements have been prepared on a going concern
basis.
Management has produced forecasts for all business units which
have been reviewed by the Directors. These demonstrate that the
Group is forecast to generate profits and cash in 2018/2019 and
beyond and that the Group has sufficient cash reserves and bank
facilities to enable it to meet its obligations as they fall due
for a period of at least 12 months from when these financial
statements have been signed.
As such, the Directors are satisfied that the Company and Group
have adequate resources to continue to operate for the foreseeable
future. For this reason they continue to adopt the going concern
basis for preparing the financial statements.
1. Segment analysis
The financial information by segment detailed below is
frequently reviewed by the Chief Executive who has been identified
as the Chief Operating Decision Maker (CODM). The Manufacturing and
Alternative Energy divisions are distinct due to the nature of the
underlying businesses and as such are grouped on that basis.
For the 52 week period ended 29 September 2018
Cylinders Precision Manufacturing Alternative Central Total
Machined sub total Energy costs
Components
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue
- total 9,942 11,551 21,493 11,078 - 32,571
- revenue from other
segments - (83) (83) - - (83)
- intra segment revenue
from discontinued
operations - (243) (243) - - (243)
Revenue from external
customers 9,942 11,225 21,167 11,078 - 32,245
Gross Profit 3,511 3,694 7,205 2,405 30 9,640
Operating profit
/ (loss) before M&A
costs, amortisation
and exceptional charges
and credits 1,099 1,501 2,600 (502) (1,551) 547
Amortisation and
M&A related exceptional
items - (1,741) (1,741) (768) (75) (2,584)
Other exceptional
charges (27) (60) (87) (177) (424) (688)
Operating profit
/ (loss) 1,072 (300) 772 (1,447) (2,050) (2,725)
Net finance (costs)
/ income (15) (8) (23) 6 (377) (394)
Profit / (loss) before
tax 1,057 (308) 749 (1,441) (2,427) (3,119)
Segmental net assets
* 6,392 54,254 60,646 11,792 (39,045) 33,393
Other segment information:
Capital expenditure 410 600 1,010 65 18 1,093
Depreciation 473 635 1,108 72 125 1,305
Amortisation - 1,741 1,741 768 75 2,584
* Segmental net assets comprise the net assets of each division
adjusted to reflect the elimination of the cost of investment in
subsidiaries and the provision of financing loans provided by
Pressure Technologies plc.
1. Segment analysis (continued)
For the 52 week period ended 30 September 2017
Precision
Machined Manufacturing Alternative Central
Cylinders Components sub total Energy costs Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue
- total 8,403 10,703 19,106 15,800 - 34,906
- revenue from other
segments - (79) (79) - - (79)
- intra segment revenue
from discontinued
operations - (270) (270) - - (270)
Revenue from external
customers 8,403 10,354 18,757 15,800 - 34,557
Gross Profit 3,408 3,591 6,999 2,731 (24) 9,706
Operating profit
/ (loss) before M&A
costs, amortisation
and exceptional charges
and credits 1,062 1,840 2,902 3 (1,336) 1,569
Amortisation and
M&A related exceptional
items - (1,691) (1,691) (708) 431 (1,968)
Other exceptional
charges (34) (57) (91) (413) (163) (667)
Operating profit
/ (loss) 1,028 92 1,120 (1,118) (1,068) (1,066)
Net finance (costs)
/ income (9) (6) (15) 4 (328) (339)
Profit / (loss) before
tax 1,019 86 1,105 (1,114) (1,396) (1,405)
Segmental net assets
* 6,271 24,370 30,641 14,736 (14,100) 31,277
Other segment information:
Capital expenditure (37) 166 129 72 68 269
Depreciation 403 700 1,103 105 122 1,330
Amortisation - 1,691 1,691 708 8 2,407
* Segmental net assets comprise the net assets of each division
adjusted to reflect the elimination of the cost of investment in
subsidiaries, the provision of financing loans provided by Pressure
Technologies plc and discontinued operations.
The following table provides an analysis of the Group's revenue
by geographical destination.
Revenue 2018 2017
GBP'000 GBP'000
United Kingdom 13,329 13,197
Europe 6,430 6,935
Rest of the World 12,486 14,425
32,245 34,557
1. Segment analysis (continued)
The Group's largest customer contributed 9% to the Group's
revenue (2017: 12%) and is reported within the Alternative Energy
segment.
The following table provides an analysis of the Group's revenue
by market.
Revenue 2018 2017
GBP'000 GBP'000
Oil and gas 12,477 10,608
Defence 6,620 6,404
Industrial gases 2,019 1,745
Alternative energy 11,129 15,800
32,245 34,557
The above table is provided for the benefit of shareholders. It
is not provided to the PT board or the CODM on a regular monthly
basis and consequently does not form part of the divisional
segmental analysis.
Revenue 2018 2017
GBP'000 GBP'000
Sale of goods 28,213 30,694
Rendering of services 4,032 3,863
Total sales - continuing operations 32,245 34,557
The following table provides an analysis of the carrying amount
of non-current assets and additions to property, plant and
equipment.
2018 2017
----------------------------- -----------------------------
United Rest of Total United Rest of Total
Kingdom the Kingdom the
World World
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Non-current
assets 38,194 54 38,248 42,594 52 42,646
Additions
to property,
plant and
equipment 1,030 63 1,093 240 52 292
2. Loss before taxation
Loss before taxation is stated after charging / (crediting):
2018 2017
GBP'000 GBP'000
Depreciation of property, plant and equipment
- owned assets 1,318 1,382
Depreciation of property, plant and equipment
- assets under finance lease and hire purchase
agreements 60 56
(Profit)/Loss on disposal of fixed assets (69) 21
Amortisation of intangible assets acquired
on business combinations 2,584 2,407
Amortisation of grants receivable (86) (94)
Staff costs - excluding share based payments 12,031 11,058
Cost of inventories recognised as an expense 17,420 21,418
Operating lease rentals:
- Land and buildings 306 353
- Machinery and equipment 86 89
Foreign currency (gain)/loss (102) 37
Share based payments (2) 121
3. Amortisation and M&A related exceptional items
2018 2017
GBP'000 GBP'000
Amortisation of intangible assets (2,584) (2,407)
M&A costs - (158)
Deferred consideration write back - 597
(2,584) (1,968)
The deferred consideration write back in the prior period
related to the deferred consideration arising from the acquisition
of Martract Limited. The payment of these considerations are
contingent on the future results of the acquired entities. The
Directors reviewed forecasts in relation to Martract Limited and
considered that it was unlikely that the consideration would be
paid, and as such it was released. Given the magnitude of the
amount released and the fact it was non-trading, the Directors
considered it appropriate to disclose it as an exceptional
item.
4. Other exceptional (charges) / credits
2018 2017
GBP'000 GBP'000
Reorganisation and redundancy (333) (674)
CEO retirement costs (346) -
Costs in relation to HSE investigation (9) (21)
Write back of KGTM loan previously provided
for - 28
(688) (667)
The reorganisation costs relate to costs of restructuring across
the Group, the Divisional split is given in Note 1. They are
recognised in accordance with IAS 19.
On 21 July 2018, John Hayward informed the Board of his decision
to retire as Chief Executive Officer. John subsequently stepped
down from the Board, with effect from 1 October 2018. CEO
retirement costs include payment in lieu of contractual notice
(GBP216,000) with the balance being settlement costs.
Costs in relation to the HSE investigation are costs borne by
the Group as a direct result of the accident at Chesterfield
Special Cylinders which are over and above those recoverable
through insurance. Given the non-trading nature of these costs, the
Directors consider it appropriate to disclose this as an
exceptional item. Further details on the HSE investigation can be
found in note 18.
The write back of KGTM loan previously provided for, related to
a receipt from KGTM for a loan amount that was previously provided
for (reversal of the provision).
5. Results of discontinued operation
2018 2017
GBP'000 GBP'000
Revenue 2,375 3,861
Expenses (2,623) (4,333)
_______ _______
Operating Profit pre-exceptional costs (248) (472)
Exceptional costs:
Reorganisation and redundancy (15) (36)
Costs to sell (457) -
Loss after tax on disposal (Note 17) (114) -
Goodwill impairment (1,692) -
_______ _______
Loss before taxation (2,526) (508)
Taxation (32) (57)
_______ _______
Loss for the year (2,558) (565)
On 7 June 2018, and as separately communicated to Shareholders
on that date, the Group completed the disposal of the entire issued
share capital of its subsidiary, Hydratron Limited, to Pryme Group
Limited, majority owned by Simmons Private Equity LP. This business
was reported by the Group as the Engineered Products segment.
The Goodwill impairment relates to a full write down of the
goodwill which arose on the acquisition of Hydratron Limited. The
strategic decision to dispose of Hydratron Limited (note 17)
provided an indicator of impairment, with the divestment
crystallising a fair market value assessment.
2018 2017
GBP'000 GBP'000
Cash flows from discontinued operations
Net cash used in operating activities (481) (527)
Net cash from investing activities - (25)
Net cash from financing activities 290 726
_______ _______
Net cash flows for the year (191) 174
6. Taxation
2018 2018 2018 2017 2017 2017
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Continuing Discontinued Total Continuing Discontinued Total
Current tax
(credit)/expense
Current tax - - - - - -
Over provision in
respect of
prior years - - - (336) (69) (405)
Foreign tax - - - 49 - 49
- - - (287) (69) (356)
Deferred tax
(credit)/expense
Origination and
reversal of
temporary
differences (524) - (524) (527) (7) (534)
Deferred tax
assets no longer
recognised 20 32 52 - - -
Over provision in
respect of
prior years (85) - (85) (9) 133 124
(589) 32 (557) (536) 126 (410)
Total taxation
credit (589) 32 (557) (823) 57 (766)
Corporation tax is calculated at 19% (2017: 19.5%) of the
estimated assessable profit for the period. Deferred tax is
calculated at the rate applicable when the temporary differences
unwind.
The charge for the period can be reconciled to the profit per
the consolidated statement of comprehensive income as follows:
2018 2018 2018 2017 2017 2017
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Continuing Discontinued Total Continuing Discontinued Total
Loss before taxation (3,119) (2,526) (5,645) (1,405) (508) (1,913)
Theoretical tax at UK corporation
tax rate 19% (2017: 19.5%) (593) (480) (1,073) (274) (99) (373)
Effect of (credits) / charges:
* non-deductible expenses and other timing differences 269 321 590 190 14 204
* disallowable release of deferred consideration - - - (113) - (113)
- other disallowable acquisition
costs - - - (49) - (49)
- research and development
allowance (68) - (68) - - -
* adjustments in respect of prior years (85) - (85) (351) 70 (281)
* effect of unrealised losses on discontinued
operations (108) 159 51 (72) 72 -
* change in taxation rates (5) - (5) (2) - (2)
* differences in corporation tax rates 54 - 54 (68) - (68)
* losses not previously recognised now utilised (73) - (73) (84) - (84)
* deferred tax assets no longer recognised 20 32 52 - - -
Total taxation credit (589) 32 (557) (823) 57 (766)
7. Earnings per ordinary share
The calculation of the basic earnings per share is based on the
earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the period. The
adjusted earnings per share is also calculated based on the basic
weighted average number of shares.
The calculation of diluted earnings per share is based on the
basic earnings per share, adjusted to allow for the issue of shares
on the assumed conversion of all dilutive options.
For the 52 week period ended 29 September 2018
Continuing Discontinued Total
GBP'000 GBP'000 GBP'000
Loss after tax (2,530) (2,558) (5,088)
No.
Weighted average number of shares
- basic 18,178,407
Dilutive effect of share options 17,944
Weighted average number of shares
- diluted 18,196,351
Basic loss per share (13.9) (14.1) (28.0)
Diluted loss per share (13.9) (14.1) (28.0)
The Group adjusted earnings per share is calculated as
follows:
Loss after tax (2,530) (2,558) (5,088)
Amortisation and M&A related exceptional
items (note 3) 2,584 1,692 4,276
Other exceptional charges and credits
(note 4) 688 586 1,274
Theoretical tax effect of above adjustments (622) (90) (712)
Adjusted earnings 120 (370) (250)
Adjusted earnings per share 0.7p (2.0)p (1.4)p
For the 52 week period ended 30 September 2017
Continuing Discontinued Total
GBP'000 GBP'000 GBP'000
Loss after tax (582) (565) (1,147)
No.
Weighted average number of shares
- basic 14,485,099
Dilutive effect of share options 75
Weighted average number of shares
- diluted 14,485,174
Basic loss per share (4.0) (3.9) (7.9)
Diluted loss per share (4.0) (3.9) (7.9)
The Group adjusted loss per share is calculated as follows:
Loss after tax (582) (565) (1,147)
Amortisation and M&A related exceptional
items (note 3) 1,968 - 1,968
Other exceptional charges and credits
(note 4) 667 36 703
Theoretical tax effect of above adjustments (599) (7) (606)
Adjusted earnings 1,454 (536) 918
Adjusted earnings per share 10.0 (3.7) 6.3
8. Dividends
No dividends have been declared in respect of the year ended 29
September 2018 or 30 September 2017.
9. Goodwill
Total
GBP'000
Cost and gross carrying amount
At 1 October 2016 15,020
Acquired through business combinations 1,042
At 30 September 2017 16,062
Removed upon business disposal (note 17) (1,692)
At 29 September 2018 14,370
Original cost
Date of acquisition GBP'000
Precision Machined components
Al-Met Limited February 2010 272
Roota Engineering Limited March 2014 5,117
The Quadscot Group October 2014 3,079
Martract Limited December 2016 1,042
Alternative Energy
The Greenlane Group October 2014 4,860
At 29 September 2018 14,370
Goodwill arising on consolidation represents the excess of the
fair value of the consideration given over the fair value of the
identifiable net assets acquired. The Group has Goodwill in
relation to 5 acquisitions shown above.
The Group tests annually for impairment, or more frequently if
there are indicators that goodwill might be impaired.
The recoverable amounts of the cash generating units (CGUs) are
determined from value in use calculations, covering a four year
forecast and applying a discount rate of 12.5% for Precision
Machined Components and 15% for Alternative Energy (2017: 11.6% for
both). The same discount rate is used for all the Precision
Machined Components CGUs due to the businesses having common
sources of finance and operating in very similar markets.
The forecast is approved by management and the Board of
Directors, and is based on a bottom up assessment of costs and uses
the known and estimated pipeline.
In the manufacturing divisions, the forecasts used for years two
to four assume revenue growth, returning to levels achieved in 2014
by 2022 and into perpetuity, no long-term rate of growth or
inflation is incorporated into perpetuity. In the Alternative
Energy division, the forecasts used for years two onwards,
prudently assume no revenue growth. A perpetuity is used as a
terminal value in this calculation.
Management's key assumptions are based on their past experience
and future expectations of the market over the longer term. The key
assumptions for the value in use calculations are those regarding
discount rates, growth rates and expected changes to selling prices
and direct costs.
Apart from the considerations described in determining the
value-in-use of the cash generating unit above, the Group
management does not believe that possible changes in the
assumptions underlying the value in use calculation would have an
impact on the carrying value of goodwill.
After applying sensitivity analysis in respect of the results
and future cash flows, in particular for presumed growth rates and
discount rates, management believe that no impairment is required
for Precision Machined Components. Management is not aware of any
other changes that would necessitate changes to its key estimates.
At 29 September 2018, no reasonable expected change in the key
assumptions (including a 5% decrease in forecast cash flows) would
give rise to an impairment charge for Precision Machined
Components. The Alternative Energy division was assessed against a
number of factors and incorporated the findings of the strategic
review undertaken by the Board. The announcement post-year end
divesting of the Alternative Energy Division indicated sufficient
headroom.
10. Intangible assets
Intellectual IT systems Development Technology Non Total
Property & expenditure contractual
Software customer
Licenses relationships
Cost GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 2 October
2016 - 44 - 5,316 11,702 17,062
Additions - 432 564 - - 996
Acquired through
business combination 2,796 - - - 944 3,740
At 30 September
2017 2,796 476 564 5,316 12,646 21,798
Additions - 326 44 - - 370
Removed upon
business disposal - - - - (766) -
At 29 September
2018 2,796 802 608 5,316 11,880 21,402
Amortisation
At 2 October
2016 - 1 - 1,423 4,309 5,733
Charge for the
period 155 9 - 708 1,535 2,407
At 30 September
2017 155 10 - 2,131 5,844 8,140
Charge for the
period 187 98 40 703 1,556 2,584
Removed upon
business disposal - - - - (766) (766)
At 29 September
2018 342 108 40 2,834 6,634 9,958
Net book value
At 29 September
2018 2,454 694 568 2,482 5,246 11,444
At 30 September
2017 2,641 466 564 3,185 6,802 13,658
Remaining useful
economic life
at 29 September
2018 13 years 4 years 9 years 4 years 5 years
11. Trade and other receivables
2018 2017
GBP'000 GBP'000
Current
Trade receivables 8,384 8,820
Amounts due from customers for construction
contract work 1,106 1,256
Other receivables 646 216
Prepayments and accrued income 1,862 1,047
11,998 11,339
The average credit period taken on the sale of goods and
services was 53 days (2017: 61 days) in respect of the Group. Two
debtors individually accounted for over 10% of trade receivables
and represented 36% of the total balance. In 2017, one debtor
accounted for over 10% of trade receivables and represented 14% of
the total balance.
Ageing of past due but not impaired receivables:
2018 2017
GBP'000 GBP'000
Days past due:
0 - 30 days 954 1,702
31 - 60 days 172 310
61 - 90 days 186 360
91 - 120 days 87 50
121+ days 464 84
Total 1,863 2,506
The Group's doubtful debt provision is not a significant
balance.
12. Trade and other payables
2018 2017
GBP'000 GBP'000
Amounts due within 12 months
Trade payables 3,741 5,030
Progress billings on construction contracts
in excess of work completed 3,698 1,368
Other tax and social security 689 757
Accruals, deferred income and other payables 4,617 4,593
Total due within 12 months 12,745 11,748
Amounts due after 12 months
Accruals, deferred income and other payables 198 238
Total due after 12 months 198 238
Deferred income due after 12 months includes grant income
received and customer prepayments for contracts in delivery in a
number of years. There are no unfulfilled conditions or other
contingencies attached to these grants.
The warranty provision at 29 September 2018 is GBP600,000 (2017:
GBP491,000).
13. Borrowings
2018 2017
GBP'000 GBP'000
Non-current
Bank borrowings 11,800 15,000
Finance lease liabilities 836 642
12,636 15,642
Current
Finance lease liabilities 241 219
241 219
Total borrowings 12,877 15,861
The bank loan bears average coupons of 2% above LIBOR
annually.
Total borrowings include secured liabilities of GBP15 million.
Bank borrowings are secured on the property, plant and equipment of
the group. Obligations under finance leases are secured on the
plant & machinery assets to which they relate.
The carrying amounts of the group's borrowings are all
denominated in GBP.
The maturity profile of long-term loans is as follows:
2018 2017
GBP'000 GBP'000
Due within one year
Finance lease liabilities 241 219
Due for settlement after one year
Bank borrowings 11,800 15,000
Finance lease liabilities 836 642
The group has the following undrawn borrowing facilities:
2018 2017
GBP'000 GBP'000
Expiring beyond one year 3,200 -
14. Construction contracts
Construction contracts are accounted for in accordance with IAS
11, 'Construction Contracts' and IAS18, 'Revenue'. The position on
individual contracts is held as 'Amounts due from customers for
contract work' within trade and other receivables or as 'Progress
billings on construction contracts in excess of work completed'
within trade and other payables as applicable.
2018 2017
GBP'000 GBP'000
Costs incurred and profit recognised to date 18,268 19,862
Less: Progress billings (20,860) (19,974)
Net balance sheet position for ongoing contracts (2,592) (112)
Representing:
2018 2017
GBP'000 GBP'000
Amounts due from customers for construction
contract work 1,106 1,256
Amounts due from customers for construction
contract work (3,698) (1,368)
Net balance sheet position for ongoing contracts (2,592) (112)
15. Deferred tax
The following are the major deferred tax assets / (liabilities)
recognised by the Group and movements thereon during the current
and prior reporting period.
Accelerated Intangible Short Share Unused Total
tax assets term option losses
depreciation temporary costs
differences
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 October
2016 (718) (1,256) 95 66 330 (1,483)
Prior year
adjustment (3) - (13) 56 (40) -
Credit / (charge)
to income 291 325 68 16 (290) 410
Acquired through
business combinations - (673) - - - (673)
At 30 September
2017 (430) (1,604) 150 138 - (1,746)
Prior year
adjustment - - - - - -
Credit / (charge)
to income 244 296 (97) (33) 147 557
Removed upon
business disposal
(note 17) - - - - - -
At 29 September
2018 (186) (1,308) 53 105 147 (1,189)
The net deferred tax balance has been analysed as follows in the
consolidated balance sheet:
2018 2017
GBP'000 GBP'000
Non-current asset
Deferred tax asset 402 343
Non-current liabilities
Deferred tax liabilities (1,591) (2,089)
(1,189) (1,746)
Deferred tax is expected to be recoverable against future
profits generated by the Group.
16. Consolidated cash flow statement
2018 2017
GBP'000 GBP'000
Loss after tax (5,088) (1,147)
Adjustments for:
Finance costs - net 394 339
Depreciation of property, plant and equipment 1,378 1,438
Amortisation of intangible assets 2,584 2,407
Share option costs (2) 121
Income tax credit (589) (766)
(Profit) / loss on disposal of property, plant
and equipment (69) 21
Goodwill impairment 1,692 -
Exceptional deferred consideration released
and revaluation - (597)
Exceptional impairment of assets - 11
Changes in working capital:
(Increase) / decrease in inventories (521) 243
(Increase) / decrease in trade and other receivables (1,613) 413
Increase / (decrease) in trade and other payables 2,125 (2,164)
Cash flows from operating activities 291 319
17. Business disposals
On 7 June 2018, the Group completed the disposal of the entire
issued share capital of its subsidiary, Hydratron Limited, to Pryme
Group Limited, majority owned by Simmons Private Equity LP. This
business was reported by the Group as the Engineered Products
segment.
The initial consideration was GBP1.1m (less costs and
retentions), along with potential deferred contingent consideration
up to a maximum of GBP2.3m, dependent on revenue in the twelve
months post completion. As detailed in Note 5 to these financial
statements a goodwill impairment of GBP1.7m was recognised as an
exceptional charge in the period ended 29 September 2018.
The table below summarises the profit on disposal of Hydratron
Limited:
GBP'000
Gross Proceeds 1,112
Deferred and contingent consideration -
________
Net proceeds 1,112
Net book value of assets disposed
of:
Goodwill -
Property, plant & equipment 208
Inventories 1,124
Trade and other receivables 954
Cash and cash equivalents 24
Trade and other payables (1,084)
________
Loss on disposal of Hydratron
Limited (114)
________
18. Contingent liabilities
Following the fatal accident at Chesterfield Special Cylinders
Limited ("CSC") in June 2015, other than the submission by CSC of
written responses to questions from the Health and Safety Executive
("HSE"), there have been no further developments since the
preliminary statement on 12 June 2018 and the HSE investigation
into this accident remains ongoing. On 1 February 2016 the
Sentencing Council's new "Health and Safety Offences, Corporate
Manslaughter and Food Safety and Hygiene Offences Definitive
Guideline" (2016) came into force.
The guidelines set a range of fines dependent on the levels of
harm and culpability. These levels are assessed by the Judge when
sentencing and not at the time of charges being brought. We
continue to cooperate fully with the HSE. Until the HSE
investigation is complete CSC's management and legal adviser are
not in a position to assess what charges may be brought. As a
result of this and the nature of the sentencing guidelines it is
not possible to determine with any degree of certainty what, if
any, financial penalties may be levied on CSC or any other group
company as a result of this investigation. At such time as the
quantum and likelihood of any penalty is able to be reliably
determined further disclosure or provision will be made in
accordance with IAS 37 "Provisions, Contingent Liabilities and
Contingent Assets".
19. Related party transactions
Key management personnel are considered to be the Executive and
Non-Executive Directors of the Group. Details of their remuneration
is set out below:
2018 2017
GBP'000 GBP'000
Short-term employee benefits (including Employers
NI) 975 622
Post-employment benefits 45 41
Share based payments (12) 63
Total remuneration 1,008 726
The interests of Directors in dividends paid during the year are
disclosed in the Report of the Remuneration Committee.
During the period ended 29 September 2018, Pressure Technologies
spent GBP37,108 (2017: GBP64,779) with Vias Digital Limited with
which one of the Non-Executive Directors, Alan Wilson, is a
connected person.
During the period ended 3 October 2015, Pressure Technologies
purchased 5 Gas Transportation Modules (GTMs) from Kelley GTM, LLC,
in which the Group owns a 40% stake. These GTMs were purchased at a
cost of GBP391,000 with the intention of entering them into a lease
fleet of GTMs in operation, in which they remain at the period end.
The GTMs owned by the Pressure Technologies Group are disclosed
within property, plant and equipment at their carrying value. The
transaction was completed on an arm's length basis.
The Group also has loans due from Kelley GTM, LLC of $3,500,000.
The Directors consider that the recoverability of these loans is
not certain and therefore made full provision against the value of
the loans in the period ended 3 October 2015.
20. Post Balance sheet event
On 9 December 2018 entered into a binding letter of intent
("LOI") with Creation Capital Corp (TSX-V: CRN.P) ("Creation
Capital") a capital pool company listed on the TSX-V to sell its
wholly-owned subsidiary, PT Biogas Holdings Limited, which is the
holding company for the Group's Alternative Energy Division for a
total consideration of GBP11.1 million. The process is expected to
complete in January 2019.
21. Notice of Annual General Meeting
The Annual General Meeting of the Company will be held at
Chesterfield Special Cylinders, Meadowhall Road, Sheffield, South
Yorkshire, S9 1BT, on Tuesday 12 February 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR FFMESSFASEFE
(END) Dow Jones Newswires
December 11, 2018 02:01 ET (07:01 GMT)
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