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REG - Goodwin PLC - Half-year Report

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RNS Number : 3793X  Goodwin PLC  20 December 2023

GOODWIN PLC

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

for the half year ended 31st October 2023

 

CHAIRMAN'S STATEMENT

 

I am pleased to report our half-year results for the first six months ending
31st October 2023. The Group has realised a pre-tax trading profit of £11.2
million, marking a notable 23.1% uplift from the previous year's £9.1
million. This successful outcome is attributed to an increased revenue of
£97.6 million. Both of the Group's Divisions have played a significant role
in this achievement during the first six months, and we anticipate a
continuation of this increased performance for the rest of the financial year,
with a current forward order book of £266 million.

 

The Refractory Engineering Division has continued to advance its
profitability. Notably, the sales of our internally developed,
patent-protected fire extinguishing agent for lithium-ion battery fires, known
as AVD, have reached a milestone at the mid-year point, equalling the total
sales for the previous financial year.

 

AVD achieved Underwriters Laboratory (UL) certification for component
recognition as an extinguishing agent, and a six-litre fire extinguisher
containing AVD received UL8 certification. This has opened up substantial
opportunities, particularly in the United States, which we anticipate will
emerge as a rapidly expanding market for our product, with sales to the USA
already starting to grow at a good pace. There is ever-growing interest and
adoption that extends way beyond the automotive sector, encompassing a diverse
range of applications worldwide. To support this demand, proactive measures
have been taken to expand AVD manufacturing capacity. The Group has acquired a
2.5-acre site with a 5,000 square metre industrial building, conveniently
located close to Dupré Minerals Limited's primary manufacturing facility in
Staffordshire. The site is ready for immediate use with the planned
commissioning date of the new, higher-capacity AVD manufacturing line set for
April 2024.

 

The new Calciner at Hoben International Limited has proved to be approximately
15% more efficient than the original Calciner due to the strategic design
modifications that were incorporated into the initial design. This efficiency
improvement has translated into enhanced productivity and energy cost savings.
Hoben's sales of Soluform concrete bags continue to grow and there is wider
adoption amongst some project engineers who are increasingly favouring it as
their product of choice.

 

The Refractory Engineering Division's sales of investment casting powder to
the global jewellery casting industry has benefited from the jewellery and
brass casting market in China returning to a level of normality and due to the
Chinese consumers increasing confidence post COVID.

 

The Mechanical Engineering Division is witnessing the continual progression of
activities that was anticipated due to the substantial forward order book.
More to do with timing rather than anything else, the Group's cash position
has deteriorated in the first six months of the financial year which is due to
the increasing levels of working capital that have been accumulating through
the increased activity of the Division. However, whilst we have sufficient
facility headroom available we expect this position to improve by the
financial year end.

 

There are also a significant number of additional future projects for the
Mechanical Engineering Division, for which, at the time of writing, orders
have yet to be placed. We anticipate addressing these as they emerge.
Reflecting on our active pursuit of major opportunities in the Mechanical
Engineering Division over the past three years, it is reassuring to note that
none have been lost. However, the slow pace of third party decision making has
been a source of frustration. Nevertheless, we are well prepared to capitalise
on these opportunities as they arise, whether at Goodwin Steel Castings
Limited, Goodwin International Limited or Easat Radar Systems Limited. In all
instances, be it technical performance, proven track record or the fact our
proposals offer the best value proposition for our customers, globally, we are
confident that the existing businesses will continue delivering improved
results once we add on some of these new contracts to the existing business
activity.

 

Keeping one eye on the future, our patent pending polyimide resin production
company, Duvelco Limited, remains on track to have its production plant
commissioned and operational by June 2024. All the major capital expenditure
has been completed with the majority of any spend left being labour to finish
off the wiring, pipework and commissioning. All initial chemicals to make up
to 30 tonnes of polymer resin are on site, so there should not be any large
increases in working capital affecting the Group's future cash position, as it
should become self-funding once operational.

 

After due consideration, from listening to shareholder enquiries at the AGM,
we recognise the importance of providing more frequent updates. Considering
our Group's diverse and complex operations, we have decided to introduce
quarterly trading updates to keep our investors more informed.

 

The Group's overall net debt stands at £54.6 million (31st October 2022:
£46.1 million) which equates to a gearing ratio of 47.8% which is in line
with the Group's forecasts and due to an end in large amounts of capital
expenditure and stabilisation of working capital levels, will fall back
towards 30% within the next 18 months.

 

The Board and I want to thank the employees for their continued efforts in
pushing the Group performance forward, and wish everyone a very Happy
Christmas and a prosperous New Year.

 

 

 T.J.W. Goodwin
 Chairman        19 December 2023

 

            MANAGEMENT REPORT

 

Financial Highlights

                                                           Unaudited     Unaudited     Audited
                                                           Half Year to  Half Year to  Year ended
                                                           31st October  31st October  30th April
                                                           2023          2022          2023
                                                           £m            £m            £m
 Consolidated Results
 Revenue                                                   97.6          89.3          185.7
 Operating profit                                          12.5          9.8           20.3
 Trading profit *                                          11.2          9.1           18.9
 Unrealised gain on 10 year interest rate swap derivative  0.9           3.1           3.2
 Profit before tax                                         12.1          12.2          22.1
 Profit after tax                                          9.2           9.1           16.5

 Capital additions
 Property, plant and equipment (PPE) owned                 7.0           7.8           21.2
 Property, plant and equipment (PPE) right-of-use assets   0.1           1.1           1.5
 Operating lease assets (former IAS 17 definition)         ‒             (0.2)         (0.4)
 Intangible assets                                         0.4           0.3           1.8
 Capital expenditure for KPI purposes                      7.5           9.0           24.1

 Earnings per share - basic                                115.66p       113.93p       206.81p
 Earnings per share - diluted                              115.66p       113.93p       206.81p

 

* Trading profit is defined as profit before taxation less the movement in
fair value of interest rate swap.

Revenue

Revenue of £97.6 million for the six months represents a 9.3% increase from
the £89.3 million achieved for the same six month period last year.

Trading profit

Trading profit for the six months of £11.2 million represents a 23.1%
increase from the £9.1 million achieved for the same six month period last
year.

Key performance indicators
                                                         Unaudited                  Unaudited                  Audited
                                                         Half Year to 31st October  Half Year to 31st October  Year ended 30th April
                                                         2023                       2022                       2023
 Trading profit (£'m)                                    11.2                       9.1                        18.9
 Post tax profit + depreciation + amortisation (£'m) *   12.7                       10.5                       22.7

 Gross profit % of revenue                               26.7%                      26.5%                      24.9%
 Trading profit % of revenue                             11.5%                      10.2%                      10.2%
 Gearing %                                               47.8%                      40.9%                      26.3%

 Non cash charges (£'m)
 Depreciation                                            3.9                        3.6                        7.5
 Amortisation and impairment                             0.7                        0.6                        1.3
 Total non cash charges                                  4.6                        4.2                        8.8

 

Alternative performance measures mentioned above are defined on page 104 of
the Group Annual Accounts to 30th April 2023.

* The figure for 31st October 2022 has been restated to show the interest rate
swap adjustment net of tax, to be consistent with the other periods.

 

2023/24 Outlook

The Group's increased levels of activity that have occurred in the first half
of the year are expected to continue throughout the second half of the year,
generating a similar level of profitability as was achieved in the first six
months.

Within the Mechanical Engineering Division, whilst it is unlikely to
immediately create activity within the factory before the year end, we remain
confident that over the next six months Easat Radar Systems  will be
announced as the successful bidder of a number of contracts that will create a
level of workload for the company that will allow it to generate respectable
profits for the next two to three years whilst continuing to compete for more
projects that are being tendered.  The reason the Board remains confident is
due to the fact that the vast majority of the opportunities that we referenced
in a previous statement ("an additional £47 million of firm buy radar systems
were quoted") have either been delayed or re-tendered due to the specification
of the requirement changing, typically to our advantage due to the company now
being able to offer the full suite of surveillance systems.

If a few of the notable contracts that are expected to arrive over the coming
months do not get delayed again for the Mechanical Engineering Division, the
forward workload will be further increased by the year end.

In the second half of the year, we will also see the completion of the 7,690
square metre new building in India that will substantially increase the
manufacturing capacity of both the investment powders and the submersible
slurry pump businesses.  These increases will not only enable the Group to
benefit from the growing domestic market over the next decade but will also
support the growth of the other submersible pump companies in the Group, which
for the last three years have grown at an average compound rate of 18% per
year, and is expected to continue. Currently the pump companies represent
approximately 12% of Group turnover.

Risks and Uncertainties

The Group, mainly through its centralised management structure, makes best
endeavours to have in place internal control procedures to identify and manage
the key risks and uncertainties affecting the Group.  We would refer you to
pages 13 to 14 of the Group Annual Accounts to 30th April 2023 which describe
the principal risks and uncertainties, and to note 28, starting on page 81,
which describes in detail the key financial risks and uncertainties affecting
the business, such as credit risk and foreign exchange risk.

Judging the future relationship of the major currency pairs of the US Dollar,
Sterling and the Euro continues to be a challenge.

The Group has mitigated the impact of rising interest rates by fixing the
effective base rate at less than 1% for a notional £30 million of debt until
August 2031.

Report on Expected Developments

This report describes the expected development of the Group during the year
ended 30th April 2024.  The report may contain forward-looking statements and
information based on current expectations, and assumptions and forecasts made
by the Group.  These expectations and assumptions are subject to various
known and unknown risks, uncertainties and other factors, which could lead to
substantial differences between the actual future results, financial
performance and the estimates and historical results given in this report.
Many of these factors are outside the Group's control.  The Group accepts no
liability to publicly revise or update these forward-looking statements or
adjust them to future events or developments, whether as a result of new
information, future events or otherwise, except to the extent legally
required.

Going concern

The Group continues to trade profitably by building on the increase in
activity seen in the second half of the previous financial year and, with the
current order book levels where they are, this should continue and improve in
the second half of this financial year and into the next financial year.  The
Group has continued with its value added activities and traded throughout this
period and previous periods with minimal disruptions to manufacturing
activities from the challenges that have been seen over the last few years
that have affected many other businesses.  As at 31st October 2023, the
Group's net debt stood at £54.6 million (31st October 2022 £46.1 million) as
set out in note 16 of these accounts.  Whilst the net debt levels are higher
than those recorded at April 2023 and October 2022, they are in line with the
Group's forecasts and are expected to reduce over time, as working capital
unwinds, along with lower forecasted capital expenditure.  Given the
abovementioned, the Directors, after having reviewed the Group projections and
possible challenges that may lie ahead, do not see an issue with the continued
ability of the Group to meet its financial commitments as they fall due for at
least twelve months from the date of these accounts and have drawn up these
accounts to reflect that on a going concern basis.

Responsibility statement of the Directors in respect of the half-yearly financial report

The Directors confirm to the best of their knowledge that:

1.   this condensed set of financial statements has been prepared in
accordance with International Accounting Standard 34, 'Interim Financial
Reporting', as adopted by the United Kingdom; and

2.   the Interim Management Report and condensed financial statements
include a fair review of the information required by Disclosure and
Transparency Rules

·    4.2.7R (being an indication of important events that have occurred
during the first six months of the year); and

·    4.2.8R (being related party transactions that have taken place in the
first six months of the financial year and that have materially affected the
financial position or performance of the entity during that period; and any
changes in the related party transactions described in the last Annual Report
that could do so).

 

 

 T.J.W. Goodwin
 Chairman        19 December 2023

 

Condensed Consolidated Statement of Profit or Loss

for the half year to 31st October 2023

 

                                                                          Unaudited     Unaudited     Audited
                                                                          Half Year to  Half Year to  Year ended
                                                                          31st October  31st October  30th April
                                                                          2023          2022          2023
                                                                          £'000         £'000         £'000
 Continuing operations
 Revenue                                                                  97,584        89,335        185,742
 Cost of sales                                                            (71,493)      (65,645)      (139,521)
 Gross profit                                                             26,091        23,690        46,221
 Distribution expenses                                                    (1,700)       (2,056)       (3,741)
 Administrative expenses                                                  (11,872)      (11,801)      (22,167)
 Operating profit                                                         12,519        9,833         20,313
 Finance costs (net)                                                      (1,351)       (761)         (1,438)
 Share of profit of associate company                                     34            33            65
 Profit before taxation and movement in fair value of interest rate swap  11,202        9,105         18,940
 Unrealised gain on 10 year interest rate swap derivative                 938           3,132         3,189
 Profit before taxation                                                   12,140        12,237        22,129
 Tax on profit                                                            (2,971)       (3,157)       (5,616)
 Profit after taxation                                                    9,169         9,080         16,513

 Attributable to:
 Equity holders of the parent                                             8,729         8,761         15,904
 Non-controlling interests (NCI)                                          440           319           609
 Profit for the period                                                    9,169         9,080         16,513

 Basic earnings per ordinary share (note 13)                              115.66p       113.93p       206.81p

 Diluted earnings per ordinary share (note 13)                            115.66p       113.93p       206.81p

 

Condensed Consolidated Statement of Comprehensive Income

for the half year to 31st October 2023

 

                                                                              Unaudited     Unaudited     Audited
                                                                              Half Year to  Half Year to  Year ended
                                                                              31st October  31st October  30th April
                                                                              2023          2022          2023
                                                                              £'000         £'000         £'000

 Profit for the period                                                        9,169         9,080         16,513

 Other comprehensive expense
 Items that are or may be reclassified subsequently to the income statements
 Foreign exchange translation differences                                     (218)         (167)         (1,412)
 Effective portion of changes in fair value of cash flow hedges               (3,243)       (4,958)       3,741
 Ineffective portion of changes in fair value of cash flow hedges             (177)         (92)          518
 Change in fair value of cash flow hedges transferred to profit or loss       (242)         949           1,308
 Effective portion of changes in fair value of cost of hedging                1,466         96            (1,447)
 Ineffective portion of changes in fair value of cost of hedging              9             ‒             (76)
 Change in fair value of cost of hedging transferred to profit or loss        37            (15)          33
 Tax on items that are or may be reclassified subsequently to profit or loss  495           950           (919)
 Other comprehensive expense for the period, net of income tax                (1,873)       (3,237)       1,746
 Total comprehensive income for the period                                    7,296         5,843         18,259

 Attributable to:
 Equity holder of the parent                                                  6,950         5,633         17,726
 Non-controlling interests                                                    346           210           533
                                                                              7,296         5,843         18,259

 

Condensed Consolidated Statement of Changes in Equity

for the half year to 31st October 2023

 

                                                      Share capital  Translation reserve  Share-based payments reserve  Cash flow hedge reserve  Cost of hedging reserve  Retained earnings  Total attributable to equity holders of the parent  Non-controlling interests  Total equity
                                                      £'000          £'000                £'000                         £'000                    £'000                    £'000              £'000                                               £'000                      £'000
 Half Year to 31st October 2022

 (Unaudited)
 Balance at 1st May 2022                              769            463                  5,244                         (2,746)                  140                      111,440            115,310                                             4,433                      119,743
 Total comprehensive income:
 Profit                                               ‒              ‒                    ‒                             ‒                        ‒                        8,761              8,761                                               319                        9,080
 Other comprehensive income:
 Foreign exchange translation differences             ‒              (81)                 ‒                             ‒                        ‒                        ‒                  (81)                                                (86)                       (167)
 Net movements on cash flow hedges                    ‒              ‒                    ‒                             (3,114)                  67                       ‒                  (3,047)                                             (23)                       (3,070)
 Total comprehensive income / expense for the period  ‒              (81)                 ‒                             (3,114)                  67                       8,761              5,633                                               210                        5,843
 Dividends paid                                       ‒              ‒                    ‒                             ‒                        ‒                        (4,145)            (4,145)                                             (380)                      (4,525)
 Dividends declared *                                 ‒              ‒                    ‒                             ‒                        ‒                        (4,144)            (4,144)                                             ‒                          (4,144)
 Balance at 31st October 2022                         769            382                  5,244                         (5,860)                  207                      111,912            112,654                                             4,263                      116,917

 

* The statement of changes in equity has been restated to reflect the
dividends declared .

 

Condensed Consolidated Statement of Changes in Equity

for the half year to 31st October 2023

 

                                                      Share capital  Translation reserve  Share-based payments reserve  Cash flow hedge reserve  Cost of hedging reserve  Retained earnings  Total attributable to equity holders of the parent  Non-controlling interests  Total equity
                                                      £'000          £'000                £'000                         £'000                    £'000                    £'000              £'000                                               £'000                      £'000
 Year ended 30th April 2023

 (Audited)
 Balance at 1st May 2022                              769            463                  5,244                         (2,746)                  140                      111,440            115,310                                             4,433                      119,743
 Total comprehensive income:
 Profit                                               ‒              ‒                    ‒                             ‒                        ‒                        15,904             15,904                                              609                        16,513
 Other comprehensive income:
 Foreign exchange translation differences             ‒              (1,312)              ‒                             ‒                        ‒                        ‒                  (1,312)                                             (100)                      (1,412)
 Net movements on cash flow hedges                    ‒              ‒                    ‒                             4,250                    (1,116)                  ‒                  3,134                                               24                         3,158
 Total comprehensive income / expense for the period  ‒              (1,312)              ‒                             4,250                    (1,116)                  15,904             17,726                                              533                        18,259
 Dividends paid                                       ‒              ‒                    ‒                             ‒                        ‒                        (8,289)            (8,289)                                             (556)                      (8,845)
 Balance at 30th April 2023                           769            (849)                5,244                         1,504                    (976)                    119,055            124,747                                             4,410                      129,157

            Condensed Consolidated Balance Sheet

 

                                                                Unaudited     Unaudited     Audited
                                                                as at 31st    as at 31st    as at 30th
                                                                October 2023  October 2022  April 2023
                                                                £'000         £'000         £'000
                                                                              Restated *
 Non-current assets
 Property, plant and equipment                                  99,623        92,104        101,243
 Right-of-use assets                                            11,344        6,956         6,763
 Investment in associates                                       978           912           964
 Intangible assets                                              25,126        24,380        25,448
 Derivative financial assets                                    5,644         5,446         5,932
                                                                142,715       129,798       140,350
 Current assets
 Inventories                                                    48,835        43,323        47,955
 Contract assets                                                19,808        17,811        16,257
 Trade and other financial assets                               36,737        30,341        29,757
 Corporation tax receivable                                     418           1,339         1,337
 Other receivables                                              5,796         5,984         4,775
 Deferred tax asset                                             119           59            57
 Derivative financial assets                                    1,577         2,105         2,684
 Cash and cash equivalents                                      13,404        8,604         19,661
                                                                126,694       109,566       122,483
 Total assets                                                   269,409       239,364       262,833
 Current liabilities
 Bank overdrafts and interest-bearing liabilities               13,942        3,318         6,729
 Contract liabilities **                                        31,412        19,462        32,747
 Trade payables and other financial liabilities                 23,065        18,722        25,164
 Other payables                                                 6,873         6,266         6,601
 Dividends payable                                              4,318         4,144         ‒
 Derivative financial liabilities                               2,121         4,984         2,383
 Liabilities for current tax                                    2,009         1,194         921
 Provisions for liabilities and charges                         229           206           266
                                                                83,969        58,296        74,811
 Non-current liabilities
 Interest-bearing liabilities                                   55,357        53,042        47,256
 Derivative financial liabilities                               108           2,326         ‒
 Provisions for liabilities and charges                         304           333           246
 Deferred tax liabilities                                       10,983        8,450         11,363
                                                                66,752        64,151        58,865
 Total liabilities                                              150,721       122,447       133,676
 Net assets                                                     118,688       116,917       129,157
 Equity attributable to equity holders of the parent
 Share capital                                                  751           769           769
 Translation reserve                                            (957)         382           (849)
 Share-based payments reserve                                   5,244         5,244         5,244
 Cash flow hedge reserve                                        (1,298)       (5,860)       1,504
 Cost of hedging reserve                                        155           207           (976)
 Retained earnings                                              110,297       111,912       119,055
 Total equity attributable to equity holders of the parent      114,192       112,654       124,747
 Non-controlling interests                                      4,496         4,263         4,410
 Total equity                                                   118,688       116,917       129,157

* The balance sheet has been restated to reflect the dividends payable at 31st
October 2022.

** Contract liabilities include advance payments from customers of
£30,462,000 (31(st) October 2022: £18,627,000), with the balance of
£950,000 (31(st) October 2022: £835,000) being costs accrued for contracts.

            Condensed Consolidated Statement of Cash Flows

for the half year ended 31st October 2023

                                                                                 Unaudited     Unaudited     Audited
                                                                                 Half Year to  Half Year to  Year ended
                                                                                 31st October  31st October  30th April
                                                                                 2023          2022          2023
                                                                                 £'000         £'000         £'000
 Cash flow from operating activities
 Profit from continuing operations after tax                                     9,169         9,080         16,513
 Adjustments for:
 Depreciation of property, plant and equipment                                   3,153         2,965         6,272
 Depreciation of right-of-use assets                                             717           642           1,198
 Amortisation and impairment of intangible assets                                654           610           1,257
 Finance costs (net)                                                             1,351         761           1,438
 Foreign exchange losses / (gains)                                               267           (1,965)       1,213
 Loss / (profit) on sale of property, plant and equipment                        (27)          7             134
 Unrealised gain on 10 year interest rate swap derivative                        (938)         (3,132)       (3,189)
 Share of profit of associate companies                                          (34)          (33)          (65)
 UK tax incentive credit on research and development                             ‒             ‒             (610)
 Tax expense                                                                     2,971         3,157         5,616
 Cash generated from operating activities before changes in working capital and  17,283        12,092        29,777
 provisions
 Increase in inventories                                                         (980)         (3,112)       (8,377)
 Increase in contract assets                                                     (3,572)       (5,461)       (3,804)
 Increase in trade and other receivables                                         (8,213)       (5,426)       (5,304)
 (Decrease) / increase in contract liabilities                                   (1,325)       4,720         17,954
 (Decrease) / increase in trade and other payables                               (1,364)       (2,488)       4,072
 Cash inflow from operations                                                     1,829         325           34,318
 Interest paid                                                                   (1,629)       (763)         (1,940)
 Corporation tax paid                                                            (885)         (2,196)       (3,251)
 Net cash from operating activities                                              (685)         (2,634)       29,127

 Cash flows from investing activities
 Proceeds from sale of property, plant and equipment                             196           39            218
 Acquisition of property, plant and equipment                                    (2,385)       (6,796)       (18,871)
 Acquisition of intangible assets                                                (91)          (143)         (675)
 Development expenditure capitalised                                             (307)         (166)         (1,196)
 Net cash outflow from investing activities                                      (2,587)       (7,066)       (20,524)

 Cash flows from financing activities
 Buy back of shares                                                              (8,869)       ‒             ‒
 Payment of capital element of lease obligations                                 (1,325)       (882)         (1,874)
 Dividends paid                                                                  (4,318)       (4,145)       (8,289)
 Dividends paid to non-controlling interests                                     (260)         (380)         (556)
 Proceeds from new loans and committed facilities                                12,500        13,000        11,500
 Repayment of loans and committed facilities                                     (613)         (868)         (1,181)
 Change in bank overdrafts                                                       (119)         ‒             119
 Net cash (outflow) / inflow from financing activities                           (3,004)       6,725         (281)

 Net (decrease) / increase in cash and cash equivalents                          (6,276)       (2,975)       8,322

 Cash and cash equivalents at beginning of year                                  19,661        11,651        11,651
 Effect of exchange rate fluctuations on cash held                               19            (72)          (312)
 Closing cash and cash equivalents                                               13,404        8,604         19,661

 

1.    Reporting Entity

Goodwin PLC (the "Company") is a company incorporated in England and Wales.
 The unaudited condensed consolidated interim financial statements of the
Company as at and for the six months ended 31st October 2023 comprise the
Company, its subsidiaries, and the Group's interests in associates (together
referred to as the "Group").

The audited consolidated financial statements of the Group as at and for the
year ended 30th April 2023 are available upon request from the Company's
registered office at Ivy House Foundry, Hanley, Stoke-on-Trent, ST1 3NR or via
the Company's web site:  www.goodwin.co.uk.

2.    Statement of compliance

These unaudited condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting, as adopted in
the United Kingdom.  They do not include all of the information required for
full annual financial statements, and should be read in conjunction with the
audited consolidated financial statements of the Group as at and for the year
ended 30th April 2023.

The comparative figures for the financial year ended 30th April 2023 are
extracts and not the full Group's statutory accounts for that financial year.
Those accounts have been reported on by the Company's auditors and delivered
to the Registrar of Companies. The report of the auditors was (i) unqualified,
(ii) did not include a reference to any matters to which the auditors drew
attention by way of emphasis without qualifying their report, and (iii) did
not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The Audit Committee has reviewed these unaudited condensed consolidated
interim financial statements and has advised the Board of Directors that,
taken as a whole, they are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Group's half year
performance.  These unaudited condensed consolidated interim financial
statements were approved by the Board of Directors on 19 December 2023.

3.    Significant Accounting Policies

The accounting policies applied by the Group in these unaudited condensed
consolidated financial statements are the same as those applied by the Group
in its audited consolidated financial statements as at and for the year ended
30th April 2023, except where accounting standards have been amended and the
Group has adopted these amendments during the current period.

The following amendments, which have become effective for the current
reporting period, and therefore have been adopted by the Group, are not
expected to have a significant impact on the Group's financial statements.

·    Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting Policies - (effective for
periods commencing on or after 1st January 2023).

·    Amendments to IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors 'Definition of Accounting Estimates' - (effective for
periods commencing on or after 1st January 2023).

·    Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction - (effective for periods
commencing on or after 1st January 2023).

·    Amendments to IAS 12 Income Taxes: International Tax Reform - Pillar
Two Model Rules (effective for periods commencing on or after 1st January
2023).

New IFRS standards, amendments and interpretations not adopted

The IASB and IFRIC have issued additional standards and amendments which are
effective for periods starting after the date of these financial statements.
The following amendments have not yet been adopted by the Group:

·    Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current and Classification of
Liabilities as Current or Non-current - Deferral of Effective Date -
(effective for periods commencing on or after 1st January 2024).

·    Amendments to IAS 1 Presentation of Financial Statements: Non-current
liabilities with covenants - (effective for periods commencing on or after 1st
January 2024).

The Group does not expect the above amendments to have a material impact on
profit, earnings per share and net assets in future periods.

4.    Accounting Estimates and Judgements

The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense.  Actual results may differ from these estimates.

In preparing these unaudited consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the audited consolidated financial statements as at and for
the year ended 30th April 2023.

The tax charge in the period is based on management's estimate of the weighted
average annual income tax rate expected for the full financial year applied to
the pre-tax income of the interim period, and the impact of any disallowed
costs.

5.    Operating Segments

For reporting to the chief operating decision maker, the Board of Directors,
the Group is organised into two reportable operating segments, according to
the different products and services provided by the Mechanical Engineering and
Refractory Engineering Divisions.  Segment assets and liabilities include
items directly attributable to segments as well as group centre balances,
which can be allocated on a reasonable basis.  Associates are included in
Refractory Engineering.  In accordance with the requirements of IFRS 8,
information regarding the Group's operating segments is reported below.

In previous years, the segmental analysis of net assets, capital expenditure
and depreciation was based on the legal structure of the Group.  As the
analysis from 30(th) April 2023 has been prepared on the basis of the
operational structure of the Group, the comparative figures for 31(st) October
2022 have been restated accordingly.

6.    Operating segment revenue

                        Unaudited                              Unaudited                              Audited
                        Half Year to 31st October 2023         Half Year to 31st October 2022         Year ended 30th April 2023
                        Mechanical   Refractory   Total        Mechanical   Refractory   Total        Mechanical  Refractory  Total
                        £'000        £'000        £'000        £'000        £'000        £'000        £'000       £'000       £'000
 Total revenue          80,549       38,657       119,206      70,276       40,039       110,315      147,538     80,340      227,878
 Inter-segment revenue  (14,723)     (6,899)      (21,622)     (12,226)     (8,754)      (20,980)     (23,771)    (18,365)    (42,136)
 External revenue       65,826       31,758       97,584       58,050       31,285       89,335       123,767     61,975      185,742

 

7.    Operating segment profit

                                                                              Unaudited                             Unaudited                             Audited
                                                                              Half year to 31st October 2023        Half year to 31st October 2022        Year ended 30th April 2023
                                                                              %                 £'000               %                 £'000               %               £'000
 Mechanical Engineering                                                       52                7,719               47                5,809               49              12,171
 Refractory Engineering                                                       48                7,146               53                6,525               51              12,772
 Segment operating profit                                                     100               14,865              100               12,334              100             24,943
 Group centre                                                                                   (2,346)                               (2,501)                             (4,630)
 Group operating profit                                                                         12,519                                9,833                               20,313
 Group finance costs (net)                                                                      (1,351)                               (761)                               (1,438)
 Share of profit of Refractory associate company                                                34                                    33                                  65
 Profit before taxation and movement in fair value of interest rate swap                        11,202                                9,105                               18,940
 Unrealised gain on 10 Year Interest rate swap                                                  938                                   3,132                               3,189
 Profit before tax                                                                              12,140                                12,237                              22,129
 Tax                                                                                            (2,971)                               (3,157)                             (5,616)
 Profit after tax                                                                               9,169                                 9,080                               16,513

       8.  Operating segment assets and liabilities

 

                    Unaudited                                        Unaudited
                    Half Year to 31st October 2023                   Half Year to 31 October 2022
                    Mechanical  Refractory  Group Centre  Total      Mechanical  Refractory  Group Centre  Total
                    £'000       £'000       £'000         £'000      £'000       £'000       £'000         £'000
 Net assets
 Total assets       187,155     61,843      20,411        269,409    159,760     60,908      18,696        239,364
 Total liabilities  (121,959)   (23,149)    (5,613)       (150,721)  (98,900)    (18,013)    (5,534)       (122,447)
 Total              65,196      38,694      14,798        118,688    60,860      42,895      13,162        116,917

                                                                     Audited
                                                                     Year ended 30 April 2023
                                                                     Mechanical  Refractory  Group Centre  Mechanical
 Net assets
 Total assets                                                        175,023     69,166      18,644        262,833
 Total liabilities                                                   (103,234)   (27,621)    (2,821)       (133,676)
 Total                                                               71,789      41,545      15,823        129,157

 

9.    Operating segment capital expenditure, depreciation and amortisation

                                               Unaudited                                                 Unaudited
                                               Half Year to 31st October 2023                            Half Year to 31st October 2022
                                               Mechanical  Refractory  Group centre      Total           Mechanical      Refractory       Group centre      Total
                                               £'000       £'000       £'000             £'000           £'000           £'000            £'000             £'000
 Capital expenditure on:
 Property, plant and equipment                 5,420       1,019       494               6,933           5,567           2,144            115               7,826
 Right-of-use assets                           ‒           34          34                68              976             66               62                1,104
 Intangible assets                             381         17          ‒                 398             208             45               9                 262
 Total capital expenditure                     5,801       1,070       528               7,399           6,751           2,255            186               9,192

 Depreciation                                  2,445       858         567               3,870           2,338           761              508               3,607
 Amortisation                                  225         408         21                654             221             359              30                610
 Total                                         2,670       1,266       588               4,524           2,559           1,120            538               4,217
                                                                                                 Audited
                                                                                                 Year ended 30th April 2023
                                                                                                 Mechanical      Refractory      Group centre      Total
                                                                                                 £'000           £'000           £'000             £'000
 Capital expenditure on
 Property, plant and equipment                                                                   15,623          4,928           630               21,181
 Right-of-use assets                                                                             1,233           66              220               1,519
 Intangible assets                                                                               508             1,305           11                1,824
 Total capital expenditure                                                                       17,364          6,299           861               24,524

 Depreciation - property, plant and equipment                                                    4,872           1,528           1,070             7,470
 Amortisation                                                                                    446             747             64                1,257
 Total                                                                                           5,318           2,275           1,134             8,727

 

       10.            Geographical segments

 

                 Unaudited                                                      Unaudited
                 Half Year to 31st October 2023                                 Half Year to 31st October 2022
                 Revenue   Net assets  Non-current assets  Capital expenditure  Revenue   Net assets  Non-current assets  Capital expenditure
                 £'000     £'000       £'000               £'000                £'000     £'000       £'000               £'000
 UK              34,171    73,302      115,763             5,130                25,108    71,240      102,487             7,957
 Rest of Europe  10,526    6,530       4,258               330                  13,360    9,096       3,981               385
 USA             9,458     ‒           ‒                   ‒                    7,807     ‒           ‒                   ‒
 Pacific Basin   21,865    16,378      6,656               199                  18,349    16,993      7,395               119
 Rest of World   21,564    22,478      10,394              1,740                24,711    19,588      10,489              731
 Total           97,584    118,688     137,071             7,399                89,335    116,917     124,352             9,192

 

                                 Audited
                                 Year ended 30th April 2023
                                 Revenue  Net assets  Non-current assets  Capital expenditure
                                 £'000    £'000       £'000               £'000
 UK                              55,867   82,669      114,235             21,533
 Rest of Europe                  28,367   10,636      4,224               790
 USA                             19,854   ‒           ‒                   ‒
 Pacific Basin                   34,725   15,982      7,029               330
 Rest of World                   46,929   19,870      8,930               1,871
 Total                           185,742  129,157     134,418             24,524

 

11.  Revenue

The Group's revenue is derived from contracts with customers.  The following
tables provide an analysis of revenue by geographical market and by product
line.

 

                                                  Unaudited                              Unaudited                              Audited
                                                  Half Year to 31st October 2023         Half Year to 31st October 2022         Year ended 30th April 2023
                                                  Mechanical   Refractory   Total        Mechanical   Refractory   Total        Mechanical  Refractory  Total
                                                  £'000        £'000        £'000        £'000        £'000        £'000        £'000       £'000       £'000
 Primary geographical markets
 UK                                               25,594       8,577        34,171       17,916       7,193        25,109       41,112      14,755      55,867
 Rest of Europe                                   6,478        4,048        10,526       9,322        4,038        13,360       21,269      7,098       28,367
 USA                                              9,069        389          9,458        7,400        407          7,807        19,141      713         19,854
 Pacific Basin                                    10,082       11,783       21,865       5,885        12,464       18,349       12,253      22,472      34,725
 Rest of World                                    14,603       6,961        21,564       17,527       7,183        24,710       29,992      16,937      46,929
 Total                                            65,826       31,758       97,584       58,050       31,285       89,335       123,767     61,975      185,742

 Product lines
 Standard products and consumables                7,043        31,758       38,801       7,222        31,285       38,507       13,767      61,975      75,742
 Bespoke engineered products - point in time      8,377        ‒            8,377        17,468       ‒            17,468       30,002      ‒           30,002
 Total point in time revenue                      15,420       31,758       47,178       24,690       31,285       55,975       43,769      61,975      105,744
 Minimum period contracts for goods and services  2,840        ‒            2,840        2,252        ‒            2,252        4,335       ‒           4,335
 Bespoke engineered products - over time          47,566       ‒            47,566       31,108       ‒            31,108       75,663      ‒           75,663
 Total over time revenue                          50,406       ‒            50,406       33,360       ‒            33,360       79,998      ‒           79,998
 Total revenue                                    65,826       31,758       97,584       58,050       31,285       89,335       123,767     61,975      185,742

12.  Dividends

The Directors do not propose the payments of an interim dividend.

 

                                                                       Unaudited     Unaudited     Audited
                                                                       Half Year to  Half Year to  Year ended
                                                                       31st October  31st October  30th April
                                                                       2023          2022          2023
                                                                       £'000         £'000         £'000
 Equity dividends paid during the period:
 Ordinary dividends paid in respect of the year ended 30th April 2023  4,318         ‒             ‒
 Ordinary dividends paid in respect of the year ended 30th April 2022  ‒             4,145         8,289
 Total                                                                 4,318         4,145         8,289

 

As noted in the Group Annual Accounts to 30th April 2023, the dividend
payments for the year ended 30th April 2023 are being paid in two equal
instalments, with the second payment due in April 2024.

13.  Earnings per share

 

                                                      Unaudited     Unaudited     Audited
                                                      as at         as at         as at
                                                      31st October  31st October  30th April
                                                      2023          2022          2023
                                                      Number of ordinary shares
 Ordinary shares in issue
 Opening balance                                      7,689,600     7,689,600     7,689,600
 Shares bought back in the period                     (180,000)     ‒             ‒
 Closing balance                                      7,509,600     7,689,600     7,689,600

 Weighted average number of ordinary shares in issue  7,546,774     7,689,600     7,689,600

                                                      £'000
 Relevant profits attributable to shareholders        8,729         8,761         15,904

 

The Company bought back 180,000 of its ordinary shares on 7th June 2023 and
cancelled them off the register, following a tender offer to its shareholders.

14.  Property, plant and equipment and intangible assets

 

                                                Unaudited                                                              Unaudited
                                                Half Year to 31st October 2023                                         Half Year to 31st October 2022
                                                Property, plant and equipment  Right-of-use assets  Intangible assets  Property, plant and equipment  Right-of-use assets  Intangible assets
                                                £'000                          £'000                £'000              £'000                          £'000                £'000
 Net book value at the beginning of the period  101,243                        6,763                25,448             87,594                         6,191                24,817
 Additions                                      6,933                          68                   398                7,826                          1,104                262
 Disposals (at net book value)                  (169)                          ‒                    ‒                  (46)                           ‒                    ‒
 Transfers                                      (5,242)                        5,242                ‒                  (306)                          306                  ‒
 Depreciation                                   (3,153)                        (717)                ‒                  (2,965)                        (642)                ‒
 Amortisation                                   ‒                              ‒                    (654)              ‒                              ‒                    (610)
 Exchange adjustment                            11                             (12)                 (66)               1                              (3)                  (89)
 Net book value at the end of the period        99,623                         11,344               25,126             92,104                         6,956                24,380

 

The depreciation on  right-of-use assets maybe be analysed as follows:

                                              Unaudited                  Unaudited
                                              Half Year to 31st October  Half Year to 31st October
                                              2023                       2022
                                              £'000                      £'000
 Finance leases (former IAS 17 definition)    439                        365
 Operating leases (former IAS 17 definition)  278                        277
                                              717                        642

 

15.  Interest-bearing liabilities

 

                                              Unaudited     Unaudited     Audited
                                              as at         as at         as at
                                              31st October  31st October  30th April
                                              2023          2022          2023
                                              £'000         £'000         £'000
 Bank overdrafts                              ‒             ‒             119
 Bank loans - repayable by instalments        1,072         1,058         1,154
 Bank loans - rolling credit facilities       10,000        ‒             3,500
 Lease liabilities                            2,870         2,260         1,956
 Due within one year                          13,942        3,318         6,729

 Bank loans - repayable by instalments        6,443         7,367         6,985
 Bank loans - rolling credit facilities       42,000        41,000        36,000
 Lease liabilities                            6,914         4,675         4,271
 Due after more than one year                 55,357        53,042        47,256

 Bank overdrafts                              ‒             ‒             119
 Bank loans - repayable by instalments        7,515         8,425         8,139
 Bank loans - rolling credit facilities       52,000        41,000        39,500
 Lease liabilities                            9,784         6,935         6,227
 Total                                        69,299        56,360        53,985

 Former IAS 17 analysis of lease liabilities
 Finance leases                               8,510         5,306         4,725
 Operating leases                             1,274         1,629         1,502
                                              9,784         6,935         6,227

 

       16.            Capital management

As at 31st October 2023 the capital utilised was £168,813,000, as shown
below:

 

                                                                  Unaudited          Unaudited          Audited
                                                                  As at              As at              As at
                                                                  31st October 2023  31st October 2022  30th April

                                                                                                          2023
                                                            Note  £'000              £'000              £'000
 Cash and cash equivalents                                        (13,404)           (8,604)            (19,661)
 Bank overdrafts                                            15    ‒                  ‒                  119
 Bank loans and committed facilities                        15    59,515             49,425             47,639
 Lease liabilities                                          15    9,784              6,935              6,227
 Net debt in accordance with IFRS 16                              55,895             47,756             34,324
 Operating lease debt (former IAS 17 definition)            15    (1,274)            (1,629)            (1,502)
 Relevant net debt for KPI purposes                               54,621             46,127             32,822
 Total equity attributable to equity holders of the parent        114,192            112,654            124,747
 Capital                                                          168,813            158,781            157,569

 

17.  Total financial assets and financial liabilities

The following table sets out the Group's accounting classification of its
financial assets and financial liabilities, and their carrying amounts at 31st
October 2023.  The carrying amount is a reasonable approximation of fair
value for all financial assets and financial liabilities.

 

                                                   Fair value hedging instruments  Fair value through profit and loss  Amortised cost  Total carrying amount / fair value amount
                                                   £'000                           £'000                               £'000           £'000
 Financial assets measured at fair value
 Forward exchange contracts used for hedging       335                             ‒                                   ‒               335
 Other forward exchange contracts                  ‒                               19                                  ‒               19
 Interest rate swap                                ‒                               6,867                               ‒               6,867
                                                   335                             6,886                               ‒               7,221
 Financial assets not measured at fair value
 Cash and cash equivalents                         ‒                               ‒                                   13,404          13,404
 Contract assets                                   ‒                               ‒                                   19,808          19,808
 Trade receivables and other financial assets      ‒                               ‒                                   36,737          36,737
 Corporation tax receivable                        ‒                               ‒                                   418             418
                                                   ‒                               ‒                                   70,367          70,367
 Financial liabilities measured at fair value
 Forward exchange contracts used for hedging       1,528                           ‒                                   ‒               1,528
 Other forward exchange contracts                  ‒                               701                                 ‒               701
                                                   1,528                           701                                 ‒               2,229
 Financial liabilities not measured at fair value
 Bank loans                                        ‒                               ‒                                   59,515          59,515
 Lease liabilities                                 ‒                               ‒                                   9,784           9,784
 Contract liabilities                              ‒                               ‒                                   31,412          31,412
 Trade payables and other financial liabilities    ‒                               ‒                                   23,065          23,065
 Corporation tax payable                           ‒                               ‒                                   2,009           2,009
                                                   ‒                               ‒                                   125,785         125,785

 

The interest rate SWAP and forward exchange contract assets and liabilities
fair values in the above table are derived using Level 2 inputs as defined by
IFRS 7 as detailed in the paragraph below.

IFRS 7 requires that the classification of financial instruments at fair value
be determined by reference to the source of inputs used to derive the fair
value. This classification uses the following three level hierarchy:  Level 1
- quoted prices (unadjusted) in active markets for identical assets or
liabilities; Level 2 - inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); Level 3 - inputs for the
asset or liability that are not based on observable market data (unobservable
inputs).

 

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