REG - RA Intnl Group PLC - Results for the year ended 31 December 2020
This announcement contains inside information
RA INTERNATIONAL GROUP PLC
("RA International" or the "Company")
Results for the year ended 31 December 2020
Order book approaching USD 200m and increased dividend
RA International Group plc (AIM: RAI) a specialist provider of complex and integrated remote site services to Humanitarian, Governmental and Commercial organisations globally, is pleased to announce its results for the year ended 31 December 2020.
HIGHLIGHTS
· Order book of USD 187m at year end (2019: USD 141m), with USD 110m of new contracts, contract uplifts and extensions awarded during a year of continued contract momentum despite COVID-19 related challenges.
· Integrated Facilities Management ("IFM") continued to demonstrate resilience through COVID-19 disruption, with revenue of USD 15.4m for H2 2020 (H2 2019: USD 15.3m). IFM represents USD 116m or 62% of year end order book (2019: USD 81m or 57%).
· Full year revenue of USD 64.4m (2019: USD 69.1m), reflects year on year growth in IFM and Supply Chain Services revenue, offset by lower Construction revenue relating to the deferral of certain construction projects resulting from COVID-19.
· Strong profitability maintained, with Underlying EBITDA1 margin of 22.0% (2019: 23.5%) and Underlying Operating Profit2 margin of 16.1% (2019: 19.9%).
· Robust liquidity with net cash of USD 11.2m as at 31 December 2020 (2019: USD 21.4m), following USD 24.5m capex investment primarily to establish and expand remote camp facilities in Mozambique and East Africa.
· Proposed full year dividend of 1.35p per share, an 8% increase on the prior year dividend (2019: 1.25p per share) and equivalent to a 21% increase on a USD basis, given strengthened sterling over the period.
· Generated USD 21.1m in operating cashflows (2019: USD 8.7m), driven by strong receivable collections and strong cash profitability with Underlying EBITDA of USD 14.2m (2019: USD 16.3m).
2020
2019
USD'm (except per share)
USD'm (except per share)
Revenue
64.4
69.1
Underlying EBITDA
14.2
16.3
Underlying operating profit ("UOP")
10.4
13.7
Operating profit
7.3
13.6
Order book
187
141
Proposed dividend per share (pence)
1.35
1.25
Net cash (end of period) 3
11.2
21.4
Commenting on the 2020 results and outlook, Soraya Narfeldt, CEO of RA International, said:
"The last few days have been challenging for everyone connected with RA as we have responded to the hostile activity in Cabo Delgado, Mozambique where RA has been operational for the last few years. In these circumstances, this is a somewhat complex trading update to provide. On the one hand, we are more confident than ever about the long-term outlook for our business, and this is reflected in the Board's decision to increase our recommended dividend payment to 1.35p per share. Our order book and cash profile underpin this confidence and the last 12 months have highlighted the strengths of our business, including notably the value of our longer-term and higher margin IFM contracts.
This confidence needs to be tempered for the current financial year given the prevailing external conditions with the situation in Mozambique uncertain and, more generally, COVID-19 continuing to determine customers' ability to commence new projects. Prior to the events of the last week, we were expecting to see a stronger second half performance in 2021, as large, contracted projects commenced. Revenue from the deployment of our camp in Mozambique was a material component of this phasing and as we highlighted in our announcement yesterday, our current expectation is there will be delays to the commencement of our Mozambique project which may lead to USD 10 million of revenue being deferred to later financial periods. It may be that this ends up being an overly conservative view, but it is the prudent view to provide to our shareholders at this time.
Shareholders should also be aware that the level of business development activity we are involved in is particularly strong with encouraging new bid activity on contracts ranging from USD 10 million to USD 50 million in value. We have developed and expanded new relationships with large US corporations, setting up partnerships and teaming agreements for new projects in relation to existing global government programmes. Our recent teaming partner announcement with Cherokee Nation is a great example of this and we continue to pursue more contracts together. We are also now bidding on global UK government programmes as a prime contractor. These programmes run for 3 to 5 years, providing RA a pool of future potential work on long term contracts. Our new bids to existing clients see RA having the opportunity to expand our geographical footprint to a potential 5 new countries in 2021/22. This is an unprecedented level of new business activity relating to high value contracts.
We also expect heightened levels of project starts by existing and new clients as commercial activity returns to normal. Depending on timing, this could materially strengthen our financial position in the current financial year but, in any event, we expect the anticipated acceleration in activity during the course of this year will bridge to an even stronger performance in 2022."
Notes to Highlights:
1 Underlying EBITDA is calculated by adding depreciation, non-underlying items and share based payment expense to operating profit.
2 Underlying operating profit is calculated by adding non-underlying items to operating profit.
3 Net cash represents cash less overdraft balances, term loans and notes outstanding.
Enquiries:
RA International Group PLC
Soraya Narfeldt, Chief Executive Officer
Lars Narfeldt, Chief Operating Officer
Andrew Bolter, Chief Financial Officer
Via Bamburgh Capital
Canaccord Genuity Limited (Nominated Adviser and Broker)
Bobbie Hilliam
Alex Aylen
+44 (0) 207 523 8000
Bamburgh Capital Limited (Investor Relations & Media)
Murdo Montgomery
+44 (0) 191 249 7442
Background to the Company
RA International is a leading provider of services to remote locations. The Company offers its services through three channels: construction, integrated facilities management and supply chain, and services three main client groups: humanitarian and aid agencies, governments and commercial customers, predominantly in the oil and gas and mining sectors. It has a strong customer base, largely comprising UN agencies, western governments and global corporations.
The Company provides comprehensive, flexible, mission critical support to its clients enabling them to focus on the delivery of their respective businesses and services. Focusing on integrity and values alongside making on-going investment in its people, locations and operations has over time created a reliable and trusted brand within its sector.
CHAIR'S STATEMENT
2020 was dominated by the rapid adjustments which had to be made in the wake of the unprecedented health emergency and world-wide response that unfolded during the course of the year. Whilst we are used to dealing with crisis situations, the response of our colleagues has been truly remarkable throughout this period as they have concurrently dealt with the personal adversity that continues to affect families and communities. On behalf of the Board, it is fitting that I start this report by paying tribute to their exemplary professionalism, dedication and commitment during these challenging times. Thank you.
Whilst the impact of COVID-19 was a constant during most of the year and has tested all businesses, I believe it has highlighted the strengths and resilience of RA. Our relentless focus on our customers and on anticipating and responding to their changing needs is at the heart of our strategy. This approach has created a business that is built on strong foundations, has transformed in scale and opportunity since IPO and has a clear roadmap ahead for sustained profitable growth. RA has been building on this position over the last 17 years - I believe the potential of this business is only starting to be realised and the best part of the RA journey lies ahead.
Financial performance and strategic execution
Our financial performance highlights the durability of the business model. From a revenue perspective, we have seen growth year on year in our IFM and Supply Chain channels. Construction activity was most affected by COVID-19, however, the Group maintained robust profitability despite the resultant contraction in revenue.
In 2020, we have continued to focus on strengthening our business and invested in future growth, most notably our investment to build an 1,800-person camp in a strategically important location in Northern Mozambique. In spite of the ongoing instability in the region, we remain confident that by virtue of the considerable multinational commercial investment and the significance to both Mozambique and the international community, the project will come into fruition. This is a very significant project for RA. We built up capability in the country over a number of years which allowed us to secure the USD 60m contract we announced in August 2020. This is a great example of how our measured, research-led approach, combined with our ability to anticipate customer requirements and to demonstrate local understanding and capability, sets us apart.
The business has been transformed since RA's IPO in 2018. We came to market with a business concentrated in supporting humanitarian agencies in Somalia. The opportunity ahead was to diversify the business, expand into new geographies and broaden our customer mix to government and commercial clients, secure larger contracts and maintain profitability, particularly by growing our IFM contract base. With these results and with the composition of our record order book of USD 187m, we have delivered on the commitments made at IPO. Progress has not been linear but progress is clear and is testament to the hard work and dedication of RA's committed employees. The customer-led growth strategy is working and we have even more opportunity ahead, with the growth of our order-book establishing a stronger financial baseline year on year.
In terms of managing the impact of COVID-19 on RA, we have provided comprehensive reviews of our response in previous market communications, most recently our 2020 interim results announcement on 8 September 2020 and provided an update in our current trading announcement on 15 December 2020.
As a Board, we continue to monitor the situation closely. COVID-19 remains a challenge for our customers and clearly the pandemic continues to be a major health crisis at the time of preparing this report. Whilst the situation will continue to evolve, the substance of our approach will not change. We will remain operational, we will continue to manage the challenges related to ensuring the health and safety of our staff and clients, and we will be there for our clients as they return to a more normal working environment.
Environmental, social and governance ("ESG") strategy and corporate culture
The success of RA International comes from operating responsibly and sustainably. Since the business was founded in 2004, being a responsible company and employer was placed firmly at the heart of everything we do. Growing the business sustainably is a key pillar of our growth strategy and sustainability is integral to our core business activities with consideration for the environmental, social and financial impacts of the decisions we make embedded in our culture. Our approach is encapsulated in our purpose "to deliver immediate results and lasting change".
Lars Narfeldt, our COO, leads our Sustainability efforts. In 2018, we adopted a formal sustainability strategy centred around the UN Sustainable Development Goals ("UN SDGs") to support us in delivering our objectives and measuring our progress. Our focus areas are Resource Management, People & Skills Development, and Labour Rights as these are the areas we have identified where we can have most impact. Our sustainability strategy is set out in our dedicated Sustainability Report and I am pleased to report that we have published our third such report, which can be found on our website at www.rainternationalservices.com/sustainability/. Embedded within this report are our ESG indicators, inclusive of climate objectives.
This year we have expanded our disclosure framework to highlight how our established focus areas within the UN SDGs align to the environment, social and governance structure. The Sustainability Report also helps to explain how in supporting communities we are able to foster strong relationships that are integral to working effectively and efficiently to the benefit of our clients. We will continue to review and revise the report in the future to include further detailed disclosure on our supply chain and environmental impacts.
Related to our commitment to doing business the right way, we have been particularly alert to the wider consequences of the pandemic for colleagues and the communities in which we operate. We advocated with clients to allow us to continue to execute our projects in planned timelines, taking all necessary and recommended precautions, to continue economic activity in vulnerable communities. We also maintained staff remuneration for all employees irrespective of lockdowns prohibiting their attendance on site and made certain additional payments to staff in recognition of their continued efforts under challenging circumstances.
Dividend and Shareholder Returns
The Board is recommending a final dividend of 1.35p per share to be paid on 8 July 2021 to shareholders on the register as of 28 May 2021. The ex-dividend date is 27 May 2021. We see the dividend decision this year, to increase the dividend per share by 8%, or 21% in USD terms, despite the impact of COVID-19, as an important indication of both the financial strength of RA and our confidence in the future prospects of our business. We continue to adopt a progressive dividend policy and intend to increase or maintain the dividend in future years, subject to retaining sufficient liquidity to meet the needs of the business and to fund continued growth.
A Final Note
On behalf of the non-executive Board members, I would like to thank the Executive Management Team for their exemplary leadership through the challenges of 2020, our customers for their support and for trusting us to help solve their problems and, again, our colleagues for it is only with their resilience and adaptability that we are able to deliver for our customers regardless of the challenges that are put in front of them.
Sangita Shah
Non-Executive Chair
30 March 2021
CHIEF EXECUTIVE'S REVIEW
Overview - our customers rely on us and trust us to deliver under the most challenging of circumstances
The spread of COVID-19 throughout the world was rapid and required us to demonstrate agility and control in our response, often in an environment of conflicting information, and in major lockdowns with sites being shut down, and staff and clients unable to return home. Through the period of the pandemic, we have continued to execute on our strategy of supporting our customers, anticipating and responding to their changing requirements and not letting them down. Now, more than ever, we can see this strategy is working and we believe our actions during the crisis will reinforce in our customers' minds the value we bring.
This said, clearly the pandemic has not receded as a health crisis and government enforced restrictions and lock-down provisions remain in place across the world. While we have been able to continue executing previously contracted work, we are seeing new contract awards being delayed as clients are unable to travel to project worksites. As a result, we remain cautious about the near-term commercial outlook, albeit encouraged we continued to receive contract awards and that bid activity has been high. The contracts we announced in the second half of 2020 highlighted how our ability to respond quickly and demonstrate a "business as usual" approach has been a key differentiator for us. Our success has continued into 2021 where in March we were appointed as teaming partner to Cherokee Nation Mechanical, LLC ("Cherokee Nation")in connection with two significant US Government construction projects in the Middle East and East Asia. We stand ready to mobilise as and when travel restrictions are lifted, allowing the respective projects to commence.
As we have grown RA over the years, we have relentlessly and successfully focused on the diversification of our business, in terms of geography, customer concentration, and service channel. We believe this approach will continue to set us apart, allow us to mitigate the impacts of adverse events taking place on a local and global scale and drive sustainable growth through further expansion into our very significant addressable markets.
Our results for 2020 are a good marker of the strong foundations we have built as a business, with revenue of USD 64.4m and underlying operating profit of USD 10.4m highlighting the financial resilience of our business. Underpinning this performance is the work we have done to build relationships with our blue-chip clients and to support them through the challenges of the pandemic. Whilst Construction revenue decreased by USD 8.5m, we saw year on year growth in IFM revenue, our highest margin service channel, and in Supply Chain revenue. IFM revenue represents 49% of revenue for the year and IFM contracts now represent 62% of our order book. These are high quality, higher margin contracts, recurring in nature and are important indicators of the improving quality of the business we are building.
Contracts - we have delivered a step-change in order book size and quality since IPO, in-line with our customer-led growth strategy
During 2020, we were awarded new contracts, uplifts, and extensions to existing contracts of USD 110m. This builds on our annual track record for contract wins of USD 62m in 2018 and USD 91m in 2019, despite the disruption relating to the COVID-19 pandemic.
Contract order book:
2020
2019
2018
USD'm
USD'm
USD'm
Opening order book
141
119
112
New contracts, contract uplifts and extensions
110
91
62
Contracted revenue delivered
(64)
(69)
(55)
────────
────────
────────
Closing order book
187
141
119
════════
════════
════════
We see growing our customer base and winning larger, long-term contracts as the primary drivers of sustainable long-term business growth. During the year, our business development activity was focused on these objectives, particularly with respect to the commercial sector. We achieved notable success in being awarded our largest ever contract in the commercial sector and also being named a preferred supplier to support Danakali in developing the Colluli Mine in Eritrea. We expect this contract value to be in excess of USD 20m. The current order book of USD 187m does not include any potential revenue from the Danakali project.
In 2020 we had continued success in diversifying our customer base, including increasing the percentage of revenue generated from Government and Commercial customers. For 2020, Government and Commercial customers represented 52% of revenue, up from 44% last year and 34% from the time of our IPO in 2018. As we diversify our customer base, we continue to work closely with the Humanitarian agencies and during the year we were awarded IFM contracts for the United Nations Mission is South Sudan ("UNMISS") and for the United Nations Interim Security Force for Abyei ("UNISFA"); each contract has a value in excess of USD 5m.
As referenced above, in August 2020 we announced our award of a USD 60m contract to provide IFM services for a large international engineering customer in Mozambique. This landmark contract, initially awarded for a two-year period, would see RA utilise the 1,800-person camp we are developing in the strategically important Afungi Peninsula. As has been widely reported, this area of Northern Mozambique has seen a persistent threat from local insurgencies. These security concerns, alongside COVID-19 and extreme weather, have led to delays and suspension in development work related to the project we are supporting.
We maintained a very constructive dialogue with our client through this extended period of disruption and prior to the escalation of hostile activity over the last week, were in final discussions to agree a one-year extension to the contract, which we had expected to substantially commence in the second half of this year. Prior to the recent suspension of our activity on the ground, we had continued to develop the camp such that we would operate the facility on a full or near-full occupancy basis when the contract commences, whereas the initial contract scope anticipated occupancy to ramp up over the first year of the contract. Based on these revised contractual arrangements, we expected the overall contract value would be higher than the original value of USD 60m. Our expectation was that the contract would make a meaningful financial contribution in the second half of 2021 but as we announced in our market communication on 29 March 2021, the Board now expects there will be further delays in the project that are likely to impact on the overall financial performance of the Company in the current financial year. As we have stated, this impact is expected at the current time to be up to USD 10m of revenue, which the Board now expects will be recognised in a later financial period.
Our established market presence with global, blue chip customers remains a key pillar in expanding our geographical presence. We have made good progress in recent years in broadening and deepening our geographical footprint such that in 2020, we delivered contracts across 12 countries. We expect our strategy to diversify into new geographies will continue to bear fruit reflecting both the quality of our research-led approach, which enables us to anticipate the location of future contracts, and through the deepening relationships we have with existing customers which leads to opportunities to support them in new geographies. Importantly, we have increasing engagement with customers asking us to deliver material projects outside of Africa of which our contract awarded to renovate the US Embassy in Denmark and recently announced contract awards to undertake works in the Middle East and East Asia are good examples.
The Company's order book at 31 December 2020 stood at USD 187 million, an increase of USD 55m from 30 June 2020, with 62% comprising high value IFM work. The growth in our order book and proven resilience of IFM revenue provides confidence to continue to make long-term investment decisions, even in these dynamic times. To this point, at the time of IPO we invested in the Company to ensure it could support annual revenue in the region of USD 100m. With a growing order book approaching USD 200m and with a number of large bids outstanding, we need to ensure RA has the capacity to deal with a step-change in activity. As a result we have commenced a 12 to 24 month investment programme which will put additional resources in place to manage the anticipated growth of the business going forward. An initial step taken in 2020 was the consolidation of two UAE offices and relocation of a number of regional staff to the larger Dubai based Head Office.
We recognise that as broad commercial activity returns to more normal patterns, we could see heightened levels of project activity by existing and new clients. Effective business planning to make sure RA is positioned to deliver on the significant opportunities ahead is currently a key priority for our business.
Current trading and outlook
The last few days have been challenging for everyone connected with RA as we have responded to the hostile activity in Cabo Delgado, Mozambique where RA has been operational for the last few years. In these circumstances, this is a somewhat complex trading update to provide. On the one hand, we are more confident than ever about the long-term outlook for our business, and this is reflected in the Board's decision to increase our recommended dividend payment to 1.35p per share. Our order book and cash profile underpin this confidence and the last 12 months have highlighted the strengths of our business, including notably the value of our longer-term and higher margin IFM contracts.
This confidence needs to be tempered for the current financial year given the prevailing external conditions with the situation in Mozambique uncertain and, more generally, COVID-19 continuing to determine customers' ability to commence new projects. Prior to the events of the last week, we were expecting to see a stronger second half performance in 2021, as large contracted projects commenced. Revenue from the deployment of our camp in Mozambique was a material component of this phasing and as we highlighted in our announcement yesterday, our current expectation is there will be delays to the commencement of our Mozambique project which may lead to USD 10 million of revenue being deferred to later financial periods. It may be that this ends up being an overly conservative view, but it is the prudent view to provide to our shareholders at this time.
Shareholders should also be aware that the level of business development activity we are involved in is particularly strong with encouraging new bid activity on contracts ranging from USD 10 million to USD 50 million in value. We have developed and expanded new relationships with large US corporations, setting up partnerships and teaming agreements for new projects in relation to existing global government programmes. Our recent teaming partner announcement with Cherokee Nation is a great example of this and we continue to pursue more contracts together. We are also now bidding on global UK government programmes as a prime contractor. These programmes run for 3 to 5 years, providing RA a pool of future potential work on long term contracts. Our new bids to existing clients see RA having the opportunity to expand our geographical footprint to a potential 5 new countries in 2021/22. This is an unprecedented level of new business activity relating to high value contracts.
We also expect heightened levels of project starts by existing and new clients as commercial activity returns to normal. Depending on timing, this could materially strengthen our financial position in the current financial year but, in any event, we expect the anticipated acceleration in activity during the course of this year will bridge to an even stronger performance in 2022.
Soraya Narfeldt
Chief Executive Officer
30 March 2021
FINANCIAL REVIEW
Overview
Revenue of USD 64.4m and gross margin of 29.2% highlight our financial performance for the year. Results for the second half are in line with guidance we provided in a trading update on 15 December 2020 and we are encouraged by continued strong cash generation from our operations.
The resilience of IFM and Supply Chain revenue helped offset the lower revenue and profit contribution from Construction which resulted from clients slowing or temporarily suspending projects during the year as the health risks relating to COVID-19 became apparent and global lockdowns became more widespread. As a result, a significant value of construction work was deferred and will likely now be recognised in 2021.
The business generated cash flows from operations of USD 21.3m during 2020, reflecting strong cash profitability, with Underlying EBITDA of USD 14.2m, and working capital benefits from strong receivable collections. We continued to invest in growth, spending USD 24.5m on capital expenditure during the year to develop remote camp facilities in Mozambique and East Africa, both of which are owned by the Company and leased to clients on a long-term basis. These investments were undertaken whilst maintaining significant liquidity to both execute and bid for large projects.
2020
2019
USD'm
USD'm
Revenue
64.4
69.1
Gross profit
18.8
21.9
Gross profit margin
29.2%
31.7%
Underlying operating profit
10.4
13.7
Underlying operating profit margin
16.1%
19.8%
Operating profit
7.3
13.6
Operating profit margin
11.3%
19.7%
Profit before tax
6.6
13.3
Profit before tax margin
10.3%
19.2%
Underlying EBITDA
14.2
16.3
Underlying EBITDA margin
22.0%
23.5%
EPS, basic (cents)
3.8
7.4
Underlying EPS, basic (cents)4
5.6
7.4
Net cash (end of period)
11.2
21.4
Revenue
Reported revenue for 2020 of USD 64.4m (2019: USD 69.1m) represents a 6.8% decrease year-on-year. This decrease resulted from construction projects being suspended due to COVID-19. These projects recommenced in the second half of the year, however work progress continued to be affected by COVID-19 related restrictions and delays. As previously highlighted, revenue relating to the suspended construction contracts is deferred in nature rather than cancelled.
In terms of the wider business, we saw IFM and Supply Chain revenue increase 9% and 10% respectively. Revenue from the IFM service channel proved particularly resilient during 2020, whilst revenue from supply chain activities benefitted from USD 2.7m in contracts awarded in the first half which related to the COVID-19 response in Europe. Excluding these one-off orders, approximately 75% of Supply Chain revenue was earned from long-term contracts, often 3-5 years in length.
Revenue by service channel:
2020
2019
USD'm
USD'm
Integrated facilities management
31.3
28.6
Construction
19.1
27.6
Supply chain services
14.1
12.8
────────
────────
64.4
69.1
════════
════════
Profit Margin
Gross margin in 2020 was 29.2% (2019: 31.7%), with the decrease primarily resulting from many construction projects operating at or around breakeven gross margin during periods of project suspension. Overall, we chose to take a pragmatic approach to supporting our clients' interests during periods of disruption, maintaining project momentum and some level of commercial activity where possible. While in some cases this led to inefficient project execution, we believe this strategy will lead to long-term benefits.
Reconciliation of profit to Underlying EBITDA:
2020
2019
USD'm
USD'm
Profit
6.6
12.9
Tax expense
0.1
0.4
────────
────────
Profit before tax
6.6
13.3
Finance costs
1.0
0.7
Investment income
(0.3)
(0.3)
────────
────────
Operating profit
7.3
13.6
Non-underlying items
3.0
0.0
────────
────────
Underlying operating profit
10.4
13.7
Share based payments
0.1
0.0
Depreciation
3.7
2.6
────────
────────
Underlying EBITDA
14.2
16.3
════════
════════
Underlying EBITDA margin in 2020 was 22.0% (2019: 23.5%) and underlying operating profit margin was 16.1% (2019: 19.8%). With administrative expenses of USD 8.4m (2019: USD 8.2m) remaining broadly consistent year on year, the variance in both Underlying EBITDA and UOP was driven by variances in revenue and gross margin.
During the year, the Company incurred non-underlying costs of USD 3.0m (2019: USD 0.0m). COVID-19 costs of USD 1.4m are almost entirely incremental staff costs relating to the pandemic. Further detail on these costs can be found in note 9 of the consolidated financial statements. The share based payments charge of USD 1.2m relates to the issue of 1.8m restricted Ordinary Shares in October 2020. Further detail can be found in note 13 of the consolidated financial statements. In addition, there were modest expenses incurred in relation to restructuring, resulting from consolidating two office facilities and relocating staff to the new Dubai head office, and acquisition costs related to potential corporate acquisitions which were being explored in the first half of 2020. These transactions were halted for various reasons including the incremental level of uncertainty COVID-19 added to target operating forecasts.
Non-underlying items:
2020
2019
USD'm
USD'm
COVID-19 costs
1.4
-
Other share based payments
1.2
-
Restructuring costs
0.3
-
Acquisition costs
0.2
0.0
────────
────────
3.0
0.0
════════
════════
Finance Costs net of Investment Revenue increased to USD 0.7m (2019: USD 0.4m). The Company earned a lower return on bank deposits and realised increased foreign exchange losses resulting primarily from the appreciation in the Euro and volatility of the UK Pound.
Earnings per share
Basic earnings per share was 3.8 cents in the current period (2019: 7.4 cents), a reduction of 49% on the prior year, reflecting the reduction in year-on-year profit and the impact of certain non-recurring costs described in the Profit Margin commentary. Adjusting for non-underlying items, underlying earnings per share was 5.6 cents (2019: 7.4 cents), a reduction of 24% on the prior year.
The share buyback programme, which was in operation from June to September 2020, reduced the weighted average number of ordinary shares in issue to 172.5m (2019: 173.6m), partially offsetting the reduction in year-on-year profits.
Cash flow
Cash flows generated from operations were USD 21.3m in the year (2019: USD 8.9m), driving a 291% cash conversion ratio5; a significant improvement from the prior period (2019: 66%). The strong cash conversion ratio was driven by Underlying EBITDA of USD 14.2m and a period of strong collections of accounts receivable balances. This was partially offset by the build-up of inventory related to the Company's purchase of a 2500-person prefabricated camp facility, a significant portion of which is being held for use in upcoming projects we anticipate will commence in H2 2021.
Summary cash flows:
2020
2019
USD'm
USD'm
Cash flows generated from operations
21.3
8.9
Tax & end of service benefits paid
(0.2)
(0.3)
────────
────────
Net cash flows from operating activities
21.1
8.7
Investing activities (excluding Capital Expenditure)
0.3
0.4
Capital Expenditure
(24.5)
(12.4)
────────
────────
Net cash flows from investing activities
(24.1)
(12.0)
Financing activities (excluding borrowings)
(6.8)
(3.2)
Proceeds from borrowing
6.1
-
────────
────────
Net cash flows from financing activities
(0.7)
(3.2)
Net change in cash during the period
(3.8)
(6.6)
During the year we invested USD 24.5m in capital expenditure with the majority of spend relating to developing our property in Mozambique and expanding another owned facility in East Africa. We also consolidated two office premises into a larger newly leased facility in Dubai. This property will serve as our new Head Office and has been fit-out to allow for expansion in the coming years.
Capital expenditure:
2020
USD'm
Construction of Mozambique Facility
18.7
Expansion of East Africa Facility
3.8
Dubai Head Office
0.9
Other
1.1
────────
24.5
════════
We anticipate capital expenditure of USD 7m to USD 10m in 2021, with the majority being related to completing the construction of the Mozambique camp. Incremental spend is only expected if specifically linked to new projects.
Balance Sheet and Liquidity
Net assets at 31 December 2020 were USD 72.1m (2019: USD 69.5m) with fixed assets comprising the majority of the total balance sheet following the significant capital expenditure in the year. Excluding right-to-use assets, 72% of fixed assets relate to land and buildings which are leased on a long-term basis to clients or used to support our other projects through their use as workshops, warehouses, staff accommodation facilities and offices.
Breakup of net assets:
2020
2019
USD'm
USD'm
Cash and cash equivalents
17.6
21.4
Loan notes
(6.5)
-
────────
────────
Net cash
11.2
21.4
Net working capital
14.4
22.7
Non-current assets
51.0
28.5
Tangible owned assets
47.3
26.1
Right-to-use assets
3.5
2.4
Goodwill
0.1
0.1
Lease liabilities and end of service benefit
(4.5)
(3.2)
────────
────────
Net assets
72.1
69.5
════════
════════
Net cash of USD 11.2m at 31 December 2020 reflects a decrease from USD 21.4m at the previous year-end yet still provides the business with significant liquidity after a period during which we have invested significantly in our Mozambique facility.
The Company raised USD 6.5m of debt under the Medium-Term Note programme launched in the second half of 2020. This debt was raised to accelerate the development of our Mozambique facility and more generally in response to an increase in client inquiries relating to undertaking large projects. Under the terms of the MTN programme, a subsidiary of the Company issued unsecured notes to investors repayable in the second half of 2022. The programme was closed on 31 December 2020. Further details can be found in note 23 of the consolidated financial statements.
Liquidity and available cash are often assessed by potential customers during the contract adjudication process. Given the strength of our balance sheet, strong cash flow generated by our ongoing contracts, and the success of the MTN programme, we are satisfied that both metrics are sufficient so that we can continue to bid for larger projects and have the financial capacity to mobilise multiple large projects simultaneously.
Share buyback programme
On 8 June 2020, the Company commenced a Share Buyback Programme (the "Buyback") to provide the Company with a pool of shares which can be used to incentivise and retain key directors, officers, and staff. On 9 September 2020, it was announced that the Board had elected to conclude the Buyback with immediate effect given the budgeted amount had been reached. In total 3.9m shares were repurchased which represents 2.2% of the issued share capital of the Company prior to the Buyback commencing.
On 20 October 2020, the Company announced it had re-issued 1.8m of these shares as restricted ordinary shares ("Restricted Shares") to key senior members of staff, including certain persons discharging managerial responsibilities, as detailed in the announcement. The Restricted Shares are subject to a six-month lock-in from the date of issue, during which they cannot be sold or transferred. At the same time, the Company announced the issuance of 1.8m share options which are scheduled to vest over a three-year period. Further details can be found in note 13 of the consolidated financial statements.
Dividend
The Board is recommending a dividend of 1.35p per share which, subject to shareholder approval will be paid on 8 July 2021 to all shareholders on the register at 28 May 2021. A dividend of 1.25p per share totalling USD 2.7m was declared and authorised during 2020 (2019: USD 2.2m) and was subsequently paid on 9 July 2020.
2020
2019
2018
GBP'pence
GBP'pence
GBP'pence
Dividends declared
1.35
1.25
1.00
The Board's intention continues to be to adopt a progressive dividend policy and to increase the dividend in future years while retaining sufficient liquidity to meet the needs of the business and to fund continued growth. The Board believes the continued growth in our customer base and the pursuit of a one-supplier model will provide a basis for continued earnings growth in the future.
Andrew Bolter
Chief Financial Officer
30 March 2021
Notes to Financial Review:
4 Underlying EPS reflects UOP after deducting net finance costs and taxation, divided by the weighted average number of ordinary shares outstanding during the period.
5 Cash conversion is calculated as cashflow generated from operations divided by operating profit.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2020
2020
2019
Notes
USD'000
USD'000
Restated6
Revenue
7
64,441
69,064
Cost of sales
9
(45,647)
(47,174)
───────
───────
Gross profit
18,794
21,890
Administrative expenses
9
(8,429)
(8,204)
───────
───────
Underlying operating profit
10,365
13,686
Non-underlying items
9
(3,046)
(46)
───────
───────
Operating profit
7,319
13,640
Investment revenue
278
294
Finance costs
(970)
(675)
───────
───────
Profit before tax
6,627
13,259
Tax expense
11
(61)
(384)
───────
───────
Profit and total comprehensive income for the year
6,566
12,875
═══════
═══════
Basic and diluted earnings per share (cents)
12
3.8
7.4
6 The Company has modified the presentation of the Consolidated Statement of Comprehensive Income to reclassify holding company expenses as administrative expenses. See note 5.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2020
2020
2019
Notes
USD'000
USD'000
Assets
Non-current assets
Property, plant, and equipment
16
50,886
28,516
Goodwill
17
138
138
───────
───────
51,024
28,654
Current assets
Inventories
18
9,142
6,178
Trade and other receivables
19
12,666
24,520
Cash and cash equivalents
20
17,632
21,393
───────
───────
39,440
52,091
───────
───────
Total assets
90,464
80,745
═══════
═══════
Equity and liabilities
Equity
Share capital
21
24,300
24,300
Share premium
18,254
18,254
Merger reserve
(17,803)
(17,803)
Treasury shares
22
(1,363)
-
Share based payment reserve
177
47
Retained earnings
48,509
44,685
───────
───────
Total equity
72,074
69,483
───────
───────
Non-current liabilities
Loan notes
23
6,471
-
Lease liabilities
24
3,720
2,397
Employees' end of service benefits
25
517
391
───────
───────
10,708
2,788
───────
───────
Current liabilities
Lease liabilities
24
318
437
Trade and other payables
26
7,364
8,037
───────
───────
7,682
8,474
───────
───────
Total liabilities
18,390
11,262
───────
───────
Total equity and liabilities
90,464
80,745
═══════
═══════
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Share
Based
Share
Share
Merger
Treasury
Payment
Retained
Capital
Premium
Reserve
Shares
Reserve
Earnings
Total
USD'000
USD'000
USD'000
USD'000
USD'000
USD'000
USD'000
As at 1 January 2019
24,300
18,254
(17,803)
-
16
34,013
58,780
Total comprehensive income for the period
-
-
-
-
-
12,875
12,875
Share based payments (note 13)
-
-
-
-
31
-
31
Dividends declared and paid (note 14)
-
-
-
-
-
(2,203)
(2,203)
──────
───────
───────
───────
───────
───────
───────
As at 31 December 2019
24,300
18,254
(17,803)
-
47
44,685
69,483
Total comprehensive income for the period
-
-
-
-
-
6,566
6,566
Share based payments (note 13)
-
-
-
-
130
-
130
Dividends declared and paid (note 14)
-
-
-
-
-
(2,674)
(2,674)
Purchase of treasury shares (note 22)
-
-
-
(2,600)
-
-
(2,600)
Issuance of treasury shares (note 22)
-
-
-
1,237
-
(68)
1,169
──────
───────
───────
───────
───────
───────
───────
As at 31 December 2020
24,300
18,254
(17,803)
(1,363)
177
48,509
72,074
══════
═══════
═══════
═══════
═══════
═══════
═══════
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2020
2020
2019
Notes
USD'000
USD'000
Operating activities
Operating profit
7,319
13,640
Adjustments for non-cash and other items:
Depreciation on property, plant, and equipment
16
3,731
2,577
Loss on disposal of property, plant, and equipment
16
93
46
Unrealised differences on translation of foreign balances
5
(165)
Provision for employees' end of service benefits
25
209
174
Share based payments
13
1,299
31
───────
───────
12,656
16,303
Working capital adjustments:
Inventories
(2,964)
(1,607)
Trade and other receivables
12,240
(8,306)
Trade and other payables
(616)
2,559
───────
───────
Cash flows generated from operations
21,316
8,949
Tax paid
11
(117)
(144)
Employees' end of service benefits paid
25
(83)
(133)
───────
───────
Net cash flows from operating activities
21,116
8,672
───────
───────
Investing activities
Investment revenue received
278
294
Purchase of property, plant, and equipment
16
(24,450)
(12,358)
Proceeds from disposal of property, plant, and equipment
16
24
170
Acquisition of subsidiary (net of cash acquired)
-
(106)
───────
───────
Net cash flows used in investing activities
(24,148)
(12,000)
───────
───────
Financing activities
Proceeds from borrowings
23
6,084
-
Repayment of lease liabilities
24
(564)
(370)
Finance costs paid
(970)
(675)
Dividends paid
14
(2,674)
(2,203)
Purchase of treasury shares
22
(2,600)
-
───────
───────
Net cash flows used in financing activities
(724)
(3,248)
───────
───────
Net decrease in cash and cash equivalents
(3,756)
(6,576)
Cash and cash equivalents as at start of the period
20
21,393
27,804
Effect of foreign exchange on cash and cash equivalents
(5)
165
───────
───────
Cash and cash equivalents as at end of the period
20
17,632
21,393
═══════
═══════
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2020
1 CORPORATE INFORMATION
The principal activity of RA International Group plc ("RAI" or the "Company") and its subsidiaries (together the "Group") is providing services in demanding and remote areas. These services include construction, integrated facilities management, and supply chain services.
RAI was incorporated on 13 March 2018 as a public company in England and Wales under registration number 11252957. The address of its registered office is One Fleet Place, London, EC4M 7WS.
2 BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. They have been prepared under the historical cost basis and have been presented in United States Dollars (USD). All values are rounded to the nearest thousand (USD'000), except where otherwise indicated.
Going concern
In assessing the basis of preparation of the financial statements the Board has undertaken a rigorous assessment of going concern, considering financial forecasts covering a period to 30 June 2022 and utilising scenario analysis to test the adequacy of the Group's liquidity. These include multiple scenarios which specifically forecast the continued impact of COVID-19 on the Group's trading, principally the impact of delays relating to the timing of new project awards and commencement date of new projects. Under all scenarios, the Group has concluded that it has sufficient cash reserves to fund trading, continued capital investment and payment of proposed dividends through the going concern period. The Group has access to a USD 2m overdraft facility, which is not expected to be utilized at any point throughout the going concern period, and there are no capital repayments associated with the loan notes issued during the year.
The Group has performed a comprehensive analysis with respect to the potential operational and financial risks associated with COVID-19. The primary impact of COVID-19 on the Group is that new contract awards and the commencement of new projects continue to be delayed as a result of the Group's clients being unable to travel to project sites. Based on discussions with customers, the Board expects that many of these pending awards will be formally made in the second half of 2021 and that execution of substantial project work will commence towards the end of 2021 or early 2022.
The Board has approved financial forecasts that take into account the above referenced scenario as well as potential downside sensitivities which include the delay of all new significant contract awards until 2022. Under all of these scenarios the Group continues to be cash positive and further mitigations, such as delaying capex spend, have been identified to preserve cash if required to provide additional headroom and remain cash positive if there was a worsening of conditions beyond the downside scenarios considered. Any scenario whereby trading performance is worse that those modelled is considered to be remote given the level of committed contracted work in place.
The Board has also assessed the Group's ability to overcome the operating challenges associated with continuing to service clients throughout the term of the pandemic and has concluded that the Group will be able to continue to meet its contractual commitments. The Board has come to this conclusion given that the Group has been able to meet its contractual requirements throughout the COVID-19 pandemic period. Additionally, the Group's primary activity is undertaking projects in locations where a crisis situation is either ongoing or there is a reasonable expectation that a crisis will occur during the term of the project. As a result, the Group has existing plans in place to address the operating challenges associated with restrictions on both the movement of people and goods. It also has existing infrastructure, procedures, and insurance in place to address the safety and security of its staff and assets.
Under all scenarios, the Group has sufficient cash reserves to be able to operate for the foreseeable future. On that basis, the Board is therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.
3 BASIS OF CONSOLIDATION
The financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
· Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee),
· Exposure, or rights, to variable returns from its involvement with the investee, and
· The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement with the other vote holders of the investee,
· Rights arising from other contractual arrangements, and
· The Group's voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Company loses control over the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest, and other components of equity while any resultant gain or loss is recognised in the profit or loss. Any investment retained is recognised at fair value.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at the fair value on the acquisition date. The net identifiable assets acquired, and liabilities assumed are recorded at their respective fair values on the acquisition date. Acquisition-related costs are expensed as incurred and included in acquisition costs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
4 SIGNIFICANT ACCOUNTING POLICIES
Revenue recognition
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has concluded that it is acting as a principal in all its revenue arrangements.
Sale of goods (supply chain services)
Revenue from the sale of goods and the related logistics services is recognised when control of ownership of the goods have passed to the buyer, usually on delivery of the goods.
Construction
Typically, revenue from construction contracts is recognised at a point in time when performance obligations have been met. Generally, this is the same time at which client acceptance has been received. Dependant on the nature of the contracts, in some cases revenue is recognised over time using the percentage of completion method on the basis that the performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date. Contract revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive payments are recognised only to the extent that it is highly probable that they will result in revenue, and they are capable of being reliably measured.
Services (integrated facilities management)
Revenue from providing services is recognised over time, applying the time elapsed method for accommodation and similar services to measure progress towards complete satisfaction of the service, as the customers simultaneously receive and consume the benefits provided by the Group.
Cost of sales
Cost of sales represent costs directly incurred or related to the revenue generating activities of the Group, including staff costs, materials and depreciation.
Contract balances
Trade receivables
A receivable represents the Group's right to an amount of consideration that is unconditional, meaning only the passage of time is required before payment of the consideration is due.
Accrued revenue
Accrued revenue represents the right to consideration in exchange for goods or services transferred to a customer in connection with fulfilling contractual performance obligations. If the Group performs by transferring goods or services to a customer before invoicing, accrued revenue is recognised in an amount equal to the earned consideration that is conditional on invoicing. Once an invoice has been accepted by the customer accrued revenue is reclassified as a trade receivable.
Customer advances
If a customer pays consideration before the Group transfers goods or services to the customer, a customer advance is recognised when the payment is received by the Group. Customer advances are recognised as revenue when the Group meets its obligations to the customer.
Borrowing costs
Borrowing costs directly attributable to the construction of an asset are capitalised as part of the cost of the asset. Capitalisation commences when the Group incurs costs for the asset, incurs borrowing costs and undertakes activities that are necessary to prepare the asset for its intended use or sale. Capitalisation ceases when the asset is ready for use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that are incurred in connection with the borrowing of funds.
Tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Property, plant, and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and any impairment in value. Capital work-in-progress is not depreciated until the asset is ready for use. Depreciation is calculated on a straight-line basis over the estimated useful lives. At the end of the useful life, assets are deemed to have no residual value. Contract specific assets are depreciated over the lesser of the length of the project, or the useful life of the asset. The useful life of general property, plant and equipment is as follows:
Buildings Lesser of 5 to 20 years and term of land lease
Machinery, motor vehicles, furniture and equipment 2 to 10 years
Leasehold improvements Lesser of 10 years, or term of lease
The carrying values of property, plant, and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down, with the write down recorded in profit or loss to their recoverable amount, being the greater of their fair value less costs to sell and their value in use.
Expenditure incurred to replace a component of an item of property, plant, and equipment that is accounted for separately is capitalised and the carrying amount of the component that is replaced is written off. Other subsequent expenditure is capitalised only when it increases future economic benefits of the related item of property, plant, and equipment. All other expenditure is recognised in profit or loss as the expense is incurred.
An item of property, plant, and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and carrying amount of the asset) is included in the profit or loss in the year the asset is derecognised.
Assets' residual values, useful lives, and methods of depreciation are reviewed at each financial year end, and adjusted prospectively, if appropriate.
Goodwill
Goodwill is stated as cost less accumulated impairment losses. Cost is calculated as the total consideration transferred less net assets acquired.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs include those expenses incurred in bringing each product to its present location and condition. Cost is calculated using the weighted average method. Net realisable value is based on estimated selling price less any further costs expected to be incurred in disposal.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and balances with banks, which are readily convertible to known amounts of cash and have a maturity of three months or less from the date of acquisition. This definition is also used for the consolidated cash flow statement.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs to sell and its value in use. An asset's recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used maximising the use of observable inputs. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded entities or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group's cash-generating units to which the individual assets are allocated. These budgets and forecasts generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit or loss.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Financial instruments
i) Financial assets
Initial recognition and measurement
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.
Subsequent measurement
Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified, or impaired.
Other receivables are subsequently measured at amortised cost.
Derecognition of financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to receive cash flows from the asset has expired.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. When arriving at the ECL we consider historical credit loss experience including any adjustments for forward-looking factors specific to the debtors and the economic environment.
A financial asset is deemed to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Income from financial assets
Investment revenue relates to interest income accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are initially recognised at fair value and subsequently classified at fair value through profit or loss, loans and borrowings, or payables. Loans and borrowings and payables are recognised net of directly attributable transaction costs.
The Group's financial liabilities include trade and other payables and loan notes.
Subsequent measurement
The measurement of financial liabilities depends on their classification as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as held at fair value through profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the nearterm. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Loans and payables
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the profit or loss.
Leases
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability. The cost of right-of-use assets includes the amount of lease liabilities recognised and initial direct costs incurred. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payment made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the lease payments.
Short-term leases and leases on low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.
Employees' end of service benefits
The Group provides end of service benefits to its employees in accordance with local labour laws. The entitlement to these benefits is based upon the employees' final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. The Group accounts for these benefits as a defined contribution plan under IAS 19.
Treasury Shares
Treasury shares are held as a deduction from equity and are held at cost price.
Share based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are provided in note 13.
That cost is recognised in employee benefits expense, included in administrative expenses, together with a corresponding increase in equity (share based payment reserve), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Contingencies
Contingent liabilities are not recognised in the financial statements, they are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.
Foreign currencies
The Group's financial statements are presented in USD, which is the functional currency of all Group companies. Items included in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange prevailing at the reporting date. All differences are taken to profit or loss.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Foreign currency share capital (including any related share premium or additional paid-in capital) is translated using the exchange rates as at the dates of the initial transaction. The value is not remeasured.
5 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
New and amended standards and interpretations
Amendments and interpretations that apply for the first time in 2020 do not have a significant impact on the financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.
Presentation of Statement of Consolidated Income
The Company has modified the presentation of the Consolidated Statement of Comprehensive Income to reclassify holding company expenses as administrative expenses, so as to increase the similarity of presentation to sector comparators. The Company believes this provides a more meaningful basis for users of the financial statements. Prior period results have been restated accordingly, resulting in administrative expenses as previously disclosed in the prior period income statement increasing from USD 7,156,000 to USD 8,204,000 with no change to operating profit as a result of these reclassifications. Prior period underlying operating profit has decreased from USD 14,734,000 to USD 13,686,000 as a result of this reclassification. Current year holding company expenses amount to USD 1,140,000 and are included in administrative expenses.
6 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that may affect the reported amount of assets and liabilities, revenue, expenses, disclosure of contingent liabilities, and the resultant provisions and fair values. Such estimates are necessarily based on assumptions about several factors and actual results may differ from reported amounts.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
a) Judgments
Use of Alternative Performance Measures
IAS1 requires material items to be disclosed separately in a way that enables users to assess the quality of a company's profitability. In practice, these are commonly referred to as 'exceptional' items, but this is not a concept defined by IFRS and therefore there is a level of judgement involved in arriving at an Alternative Performance Measure (APM) which excludes such exceptional items. The Group refers to these as non-underlying items and considers items suitable for separate presentation that are outside normal operations and are material to the results of the Group either by virtue of size or nature. See note 9 for further details on specific balances which are classified as non-underlying items.
b) Estimates and assumptions
Percentage of completion
The Group uses the output percentage-of-completion method when accounting for contract revenue on its long-term construction contracts. Use of the percentage-of-completion method requires the Group to estimate the progress of contracts based on surveys of work performed. The Group has determined this basis of revenue recognition is the best available measure on such contracts and where possible seeks customer verification of percentage-of-completion calculations as at financial reporting dates.
The accuracy of percentage-of-completion estimates has a material impact on the amount of revenue and related profit recognised. As at 31 December 2020, USD 1,083,000 of accrued revenue had been calculated using the percentage-of-completion method (2019: USD 2,806,000), of which USD 398,000 is supported by customer verifications (2019: USD 884,000).
Revisions to profit or loss arising from changes in estimates are accounted for in the period when the changes occur.
IFRS 16 - interest rate
In some jurisdictions where the Group holds long-term leases, the incremental borrowing rate is not readily determinable. As a result, the incremental borrowing rate is estimated with reference to risk adjusted rates in other jurisdictions where a market rate is determinable, and the Group's cost of funding.
7 SEGMENTAL INFORMATION
For management purposes, the Group is organised into one segment based on its products and services, which is the provision of services in demanding and remote areas. Accordingly, the Group only has one reportable segment. The Group's Chief Operating Decision Maker (CODM) monitors the operating results of the business as a single unit for the purpose of making decisions about resource allocation and assessing performance. The CODM is considered to be the Board of Directors.
Operating segments
Revenue, operating results, assets, and liabilities presented in the financial statements relate to the provision of services in demanding and remote areas.
Revenue by service channel:
2020
2019
USD'000
USD'000
Integrated facilities management
31,265
28,600
Construction
19,085
27,634
Supply chain services
14,091
12,830
────────
────────
64,441
69,064
════════
════════
Revenue by recognition timing:
2020
2019
USD'000
USD'000
Revenue recognised over time
40,118
38,450
Revenue recognised at a point in time
24,323
30,614
────────
────────
64,441
69,064
════════
════════
Geographic segment
The Group primarily operates in Africa and as such the CODM considers Africa and Other locations to be the only geographic segments of the Group. The below geography split is based on the location of project implementation.
Revenue by geographic area of project implementation:
2020
2019
USD'000
USD'000
Africa
61,161
68,735
Other
3,280
329
────────
────────
64,441
69,064
════════
════════
Non-current assets by geographic area:
2020
2019
USD'000
USD'000
Africa
47,687
27,527
Other
3,337
1,127
────────
────────
51,024
28,654
════════
════════
Revenue split by customer:
2020
2019
%
%
Customer A
24
30
Customer E
10
3
Customer F
10
2
Customer D
9
6
Customer G
9
9
Customer B
7
13
Customer C
4
11
Other
27
26
────────
────────
100
100
════════
════════
8 GROUP INFORMATION
The Company operates through its subsidiaries, listed below, which are legally or beneficially, directly or indirectly owned and controlled by the Company.
The extent of the Company's beneficial ownership and the principal activities of the subsidiaries are as follows:
Name of the entity
Country of incorporation
Beneficial ownership
Registered address
RA Africa Holdings Limited
British Virgin Islands
100%
3rd floor, J&C Building, PO Box 362, Road Town, Torola Virgin Islands (British) VG110
RA Asia Holdings Limited
British Virgin Islands
100%
3th floor, J&C Building, PO Box 362, Road Town, Torola Virgin Islands (British) VG110
RASB Holdings Limited
British Virgin Islands
100%
3th floor, J&C Building, PO Box 362, Road Town, Torola Virgin Islands (British) VG110
RA International Limited
Cameroon
100%
537 Rue Njo-Njo, Bonaprisi, PO Box 1245, Douala, Cameroon
RA International RCA
Central African Republic
100%
Avenue des Martyrs, Bangui, Central African Republic
RA International Chad
Chad
100%
N'djamena, Chad
RA International DRC SARL
Democratic Republic of Congo
100%
Kinshasa, Sis No106, Boulvevard Du 30 Juin, Dans La Commune De La Gombe EN RD, Congo
RA Property ApS
Denmark
100%
Tuborg Boulevard 12, 4 DK-2900 Helerup, Denmark
RA International Guyana Inc.
Guyana
100%
210 New Market Street, Geoegetown, Guyana
Raints Kenya Limited
Kenya
100%
770 Faith Ave, Runda Estate, Nairobi City (North), Nairobi, Kenya
RA International Limited
Malawi
100%
Hanover House, Hanover Avenue, Independence Drive, Blantyre, Malawi
Raints Mali
Mali
100%
Bamako-Niarela Immeuble Sodies Appartement C/7, Mali
RA International Limitada
Mozambique
100%
Distrito KAMPFUMO, Bairro Sommarchield, Rua. Jose Graverinha, no 198, R/C, Maputo, Mozambique
Royal Food Solutions S.A
Mozambique
100%
Distrito Urbano 1, Bairro Central, Rua do Sol, 23 Maputo, Mozambique
RA International Niger
Niger
100%
Niamey, Quartier Cite Piudriere, Avenue du Damergou, CI-48, Niger
RA Contracting and Facility Management LLC
Qatar
100%
63 Aniza, Doustor St. 905, Salam International, Qatar
RA International*
Somalia
100%
Mogadishu, Somalia
RA International FZCO
South Sudan
100%
Plot no. 705, Block 3-K South, , Airport Road, Hai Matar South Sudan
Reconstruction and Assistance Company Ltd
Sudan
100%
115 First Quarter Graif west-Khartoum, Kharthoum, Republic of Sudan
RA International Limited
Tanzania
100%
369 Toure Drive, Oysterbay, PO Box 62, Dar Es Salaam, Tanzania
RA International FZCO
UAE
100%
Office Number S101221O39, Jebel Ali Free Zone, Dubai, United Arab Emirates
RA International General Trading LLC
UAE
100%
Building 41, 3B Street, Al Quoz Industrial Area 1, PO Box 115774, Dubai, United Arab Emirates
RA SB Ltd.
UAE
100%
RAK International Corporate Centre, Ras Al Khaimah, United Arab Emirates
RA International Global Operations Limited
UK
100%
1 Fleet Place, London, EC4M 7WS, United Kingdom
RA International Limited
Uganda
100%
4th Floor, Acacia Mall, Plot 14-18, Cooper Road, Kololo, Kampala, Uganda
REMSCO Uganda (SMC) Limited
Uganda
100%
4th Floor, Acacia Mall, Plot 14-18, Cooper Road, Kololo, Kampala, Uganda
Berkshire General Insurance Limited
United States of America
100%
1 Church Street, 5th Floor, Burlington, Chittenden, Vermont, 05401, United States of America
* RA International in Somalia is not an incorporated legal entity.
9 PROFIT FOR THE PERIOD
Profit for the period is stated after charging:
2020
2019
USD'000
USD'000
Staff costs
19,845
21,775
Materials
17,571
20,671
Depreciation
3,731
2,577
Holding company expenses
1,140
1,048
════════
════════
Staff costs relate to wages and salaries plus directly attributable expenses.
Non-underlying items
2020
2019
USD'000
USD'000
Acquisition costs
175
46
COVID-19 costs
1,433
-
Restructuring costs
269
-
Other share based payments (note 13)
1,169
-
────────
────────
Total non-underlying items
3,046
46
════════
════════
Acquisition costs
Costs incurred by the Group related to potential corporate acquisitions are expensed as incurred. Acquisition costs mainly comprise professional fees and travel costs. The acquisition of new companies is not considered to be part of the Groups normal operations, and therefore management has chosen to disclose these costs separately on the basis as that outlined above.
COVID-19 costs
These costs were incurred due to the COVID-19 pandemic and almost entirely comprise of incremental staff costs. These incremental staff costs primarily relate to staff salaries paid to employees unable to work due to local lockdowns or international travel restrictions preventing their access to worksites (USD 853,000) and discretionary payments made to employees working throughout the pandemic (USD 388,000). All payments made were non-contracted and at the discretion of executive management. Incremental project costs associated with PPE consumption and COVID-19 testing are also included in this balance (USD 192,000). General inefficiencies experienced as a result of COVID-19 have not been included given the high level of judgement inherent in undertaking this exercise and as a result, continue to be included within cost of sales.
Restructuring costs
In 2020, the Group closed two offices in the United Arab Emirates and consolidated all country staff into a larger corporate office (Head Office). In addition, the Group relocated staff from other geographical locations to Head Office. The Group anticipates the increased centralisation of its project management, support, and administrative functions to both improve executional capabilities through increased communication, and result in cost savings as the Group continues to grow. This restructuring exercise was completed in 2020 and is considered to be non-recurring.
Auditor Compensation
Amounts paid or payable by the Group in respect of audit and non-audit services to the Auditor are shown below.
2020
2019
USD'000
USD'000
Fees for the audit of the interim accounts
-
25
Fees for the audit of the Company annual accounts
138
115
Fees for the audit of the subsidiary annual accounts
72
60
Additional fee for the prior year audit of the Group annual accounts
45
-
───────
───────
Total audit fees
255
200
═══════
═══════
Non-audit related services
-
54
───────
───────
Total non-audit fees
-
54
═══════
═══════
10 EMPLOYEE EXPENSES
The average number of employees (including directors) employed during the period was:
2020
2019
Directors
7
7
Executive management
6
6
Staff
1,645
1,763
────────
────────
1,658
1,776
════════
════════
The aggregate remuneration of the above employees was:
2020
2019
USD'000
USD'000
Wages and salaries
18,200
17,466
Social security costs
95
77
Share based payments
1,299
31
───────
───────
19,594
17,574
════════
════════
The remuneration of the Directors and other key management personnel of the Group are detailed in note 30.
11 TAX
The tax charge on the profit for the year is as follows:
2020
2019
USD'000
USD'000
Current tax:
UK corporation tax on profit for the year
-
-
Non-UK corporation tax
61
240
Adjustment for prior years
-
144
───────
───────
Tax charge for the year
61
384
═══════
═══════
Factors affecting the tax charge
The tax assessed for the year varies from the standard rate of corporation tax in the UK. The difference is explained below:
2020
2019
USD'000
USD'000
Profit before tax
6,627
13,259
───────
───────
Expected tax charge based on the standard average rate of corporation tax in the UK of 19% (2019: 19%)
1,259
2,519
Effects of:
Deferred tax asset not recognised
102
86
Exemptions and foreign tax rate difference
(1,300)
(2,365)
Adjustment for prior years
-
144
───────
───────
Tax charge for the year
61
384
═══════
═══════
The main UK corporation tax rate reduced from 20% to the current rate of 19% on 1 April 2017. The Finance Act 2016 includes legislation to reduce the tax rate further to 17% from 1 April 2020. This became law when The Finance Act 2016 received Royal Assent on 15 September 2016. Following the budget resolution on 17 March 2020, the main UK corporation tax will remain at 19% from 1 April 2020 (cancelling the enacted cut to 17%) therefore a rate of 19% as been applied.
The Group benefits from tax exemptions granted to its customers who are predominantly governments and large intragovernmental organisations, as well as zero corporate tax rates in certain countries of operation. The CODM is not aware of any factors that indicate the tax rates in these countries will materially change in future periods or that tax exemptions granted will no longer be available to the Group.
12 EARNINGS PER SHARE
The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
2020
2019
Profit for the period (USD'000)
6,566
12,875
Basic weighted average number of ordinary shares
172,451,137
173,575,741
Effect of employee share options
1,407,232
-
───────
───────
Diluted weighted average number of shares
173,858,369
173,575,741
Basic earnings per share (cents)
3.8
7.4
Diluted earnings per share (cents)
3.8
7.4
═══════
═══════
13 SHARE BASED PAYMENT EXPENSE
The Group recognised the following expenses related to equity-settled payment transactions:
2020
2019
USD'000
USD'000
Performance share plan
31
31
Employee retention share plan
99
-
Other share based payments
1,169
-
───────
───────
1,299
31
═══════
═══════
Performance Share Plan
On Admission, the Company introduced a Performance Share Plan ("PSP") whereby options may be granted to eligible employees. Awards vest after a performance period of 3 years subject to continuous employment and the achievement of a hurdle total shareholder return ("TSR") as at the end of the performance period.
Employee Retention Share Plan
In October 2020, the Company introduced an Employee Retention Share Plan ("ERSP") and granted share options to a number of senior employees. Awards vest annually subject to continuous employment. There are no TSR linked vesting conditions associated with these options.
At 31 December, the following unexercised share options to acquire ordinary shares under the PSP and ERSP were outstanding:
Year of Grant
Share Plan
Vesting Date
Exercise
Number of
Number of
price
options
options
GBP
2020
2019
2018
PSP
29 June 2021
0.10
2,065,216
2,826,085
2020
ERSP
1 May 2021
0.10
291,054
-
ERSP
1 May 2022
0.10
582,108
-
ERSP
1 May 2023
0.10
873,162
-
────────
────────
3,811,540
2,826,085
════════
════════
Weighted
Weighted
average
average
Number of
exercise
Number of
exercise
options
price
options
price
2020
2020
2019
2019
GBP
GBP
Outstanding at 1 January
2,826,085
0.10
2,826,085
0.10
Granted during the year
1,843,047
0.10
-
-
Forfeited during the year
(857,592)
0.10
-
-
────────
────────
────────
────────
Outstanding at 31 December
3,811,540
0.10
2,826,085
0.10
════════
════════
════════
════════
Options issued under the PSP were valued using the Monte Carlo Simulation model using the following inputs:
Weighted average share price
56p (USD 0.74)
Expected volatility
10.10%
Risk free rate
1.24%
This method is considered to be the most appropriate for valuing options granted under schemes where there are changes in performance conditions by which the options are measured, such as for TSR based awards. The fair value of the options at the grant date was USD 96,000 and a charge of USD 31,000 (2019: USD 31,000) was recognised in administrative expenses for the fiscal year ended 2020.
Options issued under the ERSP were valued using the Black Scholes model using the following inputs:
Weighted average share price
49p (USD 0.64)
Expected volatility
49.70%
Risk free rate
0.00%
The fair value of the options at the grant date was USD 722,000. A charge of USD 35,000 (2019: nil) was recognised in cost of sales and USD 64,000 (2019: nil) was recognised in administrative expenses for the fiscal year ended 2020. The expected volatility input utilised represents the historic volatility of the share price of the Company since Admission.
Other Share Based Payments
On 19 October 2020, the Company agreed to issue a total of 1,840,449 restricted Ordinary Shares (the "Restricted Shares") to senior members of staff, including certain persons discharging managerial responsibilities. The Restricted Shares are subject to a six month lock-in from the date of issue, during which they cannot be sold or transferred. Ordinary Shares issued pursuant to the award of the Restricted Shares were satisfied from the pool of Ordinary Shares held in Treasury. The fair value of the shares on the grant date was GBP 0.49 (USD 0.64) per share. A charge of USD 1,169,000 (2019: nil) was recognised as a non-underlying item given the non-reoccurring nature of this transaction and since the discretionary awards are not part of the formal share based payment performance plan of the Company.
Warrants
On Admission, in exchange for brokerage services provided to the Company during its IPO, the Company issued a warrant instrument granting its primary broker the right to subscribe for 671,514 ordinary shares of the Company. The warrants are exercisable for five years from the date of Admission at a subscription price of GBP 0.728 (USD 0.923) per ordinary share. They are non-transferrable and are subject to typical anti-dilution rights to adjust on a proportional basis for share consolidations, share splits and stock dividends. The Company used the Black-Scholes model to value the warrants at the grant date. The fair value of the warrants is nil.
14 DIVIDENDS
During the period, a dividend of 1.25 pence (USD 0.02) per share (173,575,741 shares) totalling GBP 2,170,000 (USD 2,674,000) was declared and paid (2019: 1 pence (USD 0.01) per share (173,575,741 shares) totalling GBP 1,736,000 (USD 2,203,000)).
15 ALTERNATIVE PERFORMANCE MEASURES
APMs used by the Group are defined below along with a reconciliation from each APM to its IFRS equivalent, and an explanation of the purpose and usefulness of each APM. APMs are non-IFRS measures.
In general, APMs are presented externally to meet investors' requirements for further clarity and transparency of the Group's financial performance. APMs are also used internally by management to evaluate business performance and for budgeting and forecasting purposes.
2020
2019
USD'000
USD'000
Profit
6,566
12,875
Tax expense
61
384
───────
───────
Profit before tax
6,627
13,259
Finance costs
970
675
Investment income
(278)
(294)
───────
───────
Operating profit
7,319
13,640
Non-underlying items
3,046
46
───────
───────
Underlying operating profit
10,365
13,686
Share based payment expense
130
31
Depreciation
3,731
2,577
───────
───────
Underlying EBITDA
14,226
16,294
═══════
═══════
Underlying Operating Profit ("UOP")
The Group uses UOP as an alternative measure to Operating Profit to allow comparison of the profitability of its operations across financial periods. UOP is calculated as Operating Profit adjusted for costs which are considered to be unrelated to the Group's underlying trading performance.
Underlying Operating Margin is calculated as UOP divided by revenue.
Underlying EBITDA
Management defines Underlying EBITDA as Operating Profit adjusted for depreciation, share based payments, and costs which are considered to be unrelated to the Group's underlying trading performance. Underlying EBITDA facilitates comparisons of operating performance from period to period and company to company by eliminating potential differences caused by variations in capital structures, tax positions and the age and booked depreciation on assets. The Group has introduced this APM in the current year for the reasons stated above.
Underlying EPS
Underlying EPS reflects underlying operating profit after deducting net finance costs and taxation, divided by the weighted average number of ordinary shares outstanding during the period. This alternative measure of EPS enables shareholder return from the underlying business operations to be better evaluated across periods.
2020
2019
cents
cents
Reported EPS, basic
3.8
7.4
Impact of non-underlying items
1.8
-
Underlying EPS, basic
5.6
7.4
═══════
═══════
Reported EPS, diluted
3.8
7.4
Impact of non-underlying items
1.7
-
Underlying EPS, diluted
5.5
7.4
═══════
═══════
Net Cash
Net cash represents cash less overdraft balances, term loans and notes outstanding. This is a commonly used metric, helpful to stakeholders when analysing the business.
16 PROPERTY, PLANT, AND EQUIPMENT
Right-of-use
Machinery,
assets
motor
-
vehicles,
Land and
Land and
furniture and
Leasehold
buildings
buildings
equipment
improvements
Total
USD'000
USD'000
USD'000
USD'000
USD'000
Cost:
At 1 January 2020
3,375
16,605
14,892
471
35,343
Additions
1,768
22,372
1,206
872
26,218
Disposals
-
(4)
(601)
(151)
(756)
────────
────────
────────
────────
────────
At 31 December 2020
5,143
38,973
15,497
1,192
60,805
────────
────────
────────
────────
────────
Depreciation:
At 1 January 2020
940
1,475
4,290
122
6,827
Charge for the year
675
961
2,030
65
3,731
Relating to disposals
-
(4)
(566)
(69)
(639)
────────
────────
────────
────────
────────
At 31 December 2020
1,615
2,432
5,754
118
9,919
────────
────────
────────
────────
────────
Net carrying amount:
At 31 December 2020
3,528
36,541
9,743
1,074
50,886
════════
════════
════════
════════
════════
Right-of-use
Machinery,
assets
motor
-
vehicles,
Land and
Land and
furniture and
Leasehold
buildings
buildings
equipment
improvements
Total
USD'000
USD'000
USD'000
USD'000
USD'000
Cost:
At 1 January 2019
2,814
9,605
10,515
451
23,385
Additions
561
7,288
5,090
20
12,959
Disposals
-
(288)
(713)
-
(1,001)
────────
────────
────────
────────
────────
At 31 December 2019
3,375
16,605
14,892
471
35,343
────────
────────
────────
────────
────────
Depreciation:
At 1 January 2019
585
888
3,233
55
4,761
Charge for the year
355
606
1,549
67
2,577
Relating to disposals
-
(19)
(492)
-
(511)
────────
────────
────────
────────
────────
At 31 December 2019
940
1,475
4,290
122
6,827
────────
────────
────────
────────
────────
Net carrying amount:
At 31 December 2019
2,435
15,130
10,602
349
28,516
════════
════════
════════
════════
════════
During the year, capitalised interest of USD 136,000 was included in Land and Buildings (2019: nil), representing 100% of borrowing costs.
Information related to lease liabilities is available in note 24.
The table below indicates the rents resulting from lease contracts which are not capitalised and are therefore expensed in the year.
2020
2019
USD'000
USD'000
Short-term leases
1,112
1,599
════════
════════
Short-term leases include amounts paid for vehicles and heavy equipment rental, as well as short-term property leases.
17 GOODWILL
2020
2019
USD'000
USD'000
As at 1 January
138
-
Acquisitions
-
138
───────
───────
As at 31 December
138
138
═══════
═══════
18 INVENTORIES
2020
2019
USD'000
USD'000
Materials and consumables
8,166
4,839
Goods-in-transit
976
1,339
───────
───────
9,142
6,178
═══════
═══════
There was no write down to NRV made in relation to inventory as at 31 December 2020 (2019: nil).
19 TRADE AND OTHER RECEIVABLES
2020
2019
USD'000
USD'000
Trade receivables
7,319
10,820
Accrued revenue
2,410
10,916
Deposits
116
221
Prepayments
1,021
1,381
Other receivables
1,800
1,182
───────
───────
12,666
24,520
═══════
═══════
Invoices are generally raised on a monthly basis, upon completion, or part completion of performance obligations as agreed with the customer on a contract by contract basis.
During the year 100% of accrued revenue was subsequently billed and transferred to trade receivables from the opening unbilled balance in the period (2019: 100%).
As at 31 December the transaction price allocated to remaining performance obligations was USD 187,000,000 (2019: USD 141,000,000). This represents revenue expected to be recognised in subsequent periods arising on existing contractual arrangements. The Group has not taken the practical expedient in IFRS 15.121 not to disclose information about performance obligations that have original expected durations of one year or less and therefore no consideration from contracts with customers is excluded from these amounts. All revenue is expected to be recognised within the next 5 years.
As at 31 December the ageing of trade receivables was as follows:
2020
2019
USD'000
USD'000
Not past due
5,184
7,396
Overdue by less than 30 days
938
1,058
Overdue by between 30 and 60 days
653
1,383
Overdue by more than 60 days
544
983
───────
───────
7,319
10,820
═══════
═══════
Trade receivables are non-interest bearing and generally have payment terms of 30 days. No ECL was recorded as at 31 December 2020 (2019: nil) and all receivables are expected, on the basis of past experience, to be fully recoverable.
20 CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the consolidated statement of financial position comprised of cash at bank of USD 17,632,000 (2019: USD 21,393,000).
21 SHARE CAPITAL
2020
2019
USD'000
USD'000
Authorised, issued and fully paid
173,575,741 shares (2019: 173,575,741 shares) of GBP 0.10 (2019: GBP 0.10) each
24,300
24,300
═══════
═══════
22 TREASURY SHARES
2020
2020
2019
2019
Number
USD'000
Number
USD'000
As at 1 January
-
-
-
-
Acquired in the period
3,868,000
2,600
-
-
Issued in the period (note 13)
(1,840,449)
(1,237)
-
-
───────
───────
───────
───────
As at 31 December
2,027,551
1,363
-
-
═══════
═══════
═══════
═══════
23 LOAN NOTES
The table below summarises the loan notes:
2020
2019
USD'000
USD'000
As at 1 January
-
-
Additions
6,471
-
───────
───────
As at 31 December
6,471
-
═══════
═══════
Current
-
-
Non-current
6,471
-
During the year loan notes were issued to retail investors. These notes carry an annual fixed interest rate of 7.00% (2019: nil) for GBP denominated notes and 7.50% (2019: nil) for USD denominated notes. The term of the note issuance is 24 months with principal to be repaid as a bullet payment upon maturity. Interest is paid on a quarterly basis, semi-annual basis, or at maturity, at the option of the investor. At 31 December 2020, USD 387,000 (2019: nil) was included in Other Receivables relating to loan notes committed but where cash was not yet received This cash was received shortly after year-end.
24 LEASE LIABILITIES
Movements in the provision recognised in the consolidated statement of financial position are as follows:
2020
2019
USD'000
USD'000
As at 1 January
2,834
2,643
Additions
1,768
561
Interest
533
493
Payments
(1,097)
(863)
───────
───────
As at 31 December
4,038
2,834
═══════
═══════
Current
318
437
Non-current
3,720
2,397
Interest of USD 533,000 (2019: USD 493,000) relating to the above lease liabilities has been included in Finance Costs for the year.
As at 31 December the maturity profile of lease liabilities was as follows:
2020
2019
USD'000
USD'000
3 months or less
92
332
3 to 12 months
226
105
1 to 5 years
2,000
795
Over 5 years
1,720
1,602
───────
───────
4,038
2,834
═══════
═══════
The Group had total cash outflows relating to leases of USD 2,209,000 in 2020 (2019: USD 2,462,000). This is the total of short-term lease payments from note 16 and payments from note 24.
25 EMPLOYEES' END OF SERVICE BENEFITS
Movements in the provision recognised in the consolidated statement of financial position are as follows:
2020
2019
USD'000
USD'000
As at 1 January
391
350
Provided during the year
209
174
End of service benefits paid
(83)
(133)
───────
───────
As at 31 December
517
391
═══════
═══════
26 TRADE AND OTHER PAYABLES
2020
2019
USD'000
USD'000
Accounts payable
5,163
5,342
Accrued expenses
1,931
1,705
Accrued tax expense
182
150
Customer advances
88
840
───────
───────
7,364
8,037
═══════
═══════
All customer advances recorded at 31 December 2019 were subsequently recognised as revenue in 2020 and all customer advances held at 31 December 2020 were subsequently recognised as revenue in 2021.
27 CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
1 January
31 December
2020
Cash flows
New leases
Other
2020
USD'000
USD'000
USD'000
USD'000
USD'000
Non-current liabilities
Loan notes
-
6,084
-
387
6,471
Lease liabilities
2,397
-
1,642
(319)
3,720
Current liabilities
Loan notes
-
-
-
-
-
Lease liabilities
437
(1,097)
126
852
318
────────
────────
────────
────────
────────
2,834
4,987
1,768
920
10,509
════════
════════
════════
════════
════════
1 January
31 December
2019
Cash flows
New leases
Other
2019
USD'000
USD'000
USD'000
USD'000
USD'000
Non-current liabilities
Loan notes
-
-
-
-
-
Lease liabilities
2,532
-
301
(436)
2,397
Current liabilities
Loan notes
-
-
-
-
-
Lease liabilities
111
(863)
260
929
437
────────
────────
────────
────────
────────
2,643
(863)
561
493
2,834
════════
════════
════════
════════
════════
The 'Other' column includes the effect of reclassification of non-current portion of leases to current due to the passage of time, the effect of contracted loan note amounts not yet received, and the effect of accrued interest not yet paid.
28 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group was not exposed to any significant interest rate risk on its interest-bearing liabilities.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities when revenue or expenses are denominated in a different currency from the Group's functional currency, as well as cash and cash equivalents held in foreign currency accounts.
At 31 December 2020, the Group held foreign cash and cash equivalents of GBP 2,270,000 (USD 3,099,000). Additionally, the Group held GBP denominated loans of GBP 982,000 (USD 1,341,000). UK pound sterling is primarily held by the Group to settle payment obligations denominated in GBP. As at 31 December 2019, the Group held GBP 2,040,000 (USD 2,689,000) and had nil GBP denominated loans.
The Group's exposure to foreign currency variances for all other currencies is not material.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk on its bank balances and receivables.
The Group seeks to limit its credit risk with respect to banks by only dealing with reputable banks as determined by the CODM and with respect to customers by only dealing with creditworthy customers and continuously monitoring outstanding receivables. The Company's 5 largest customers account for 54% of outstanding accounts receivable at 31 December 2020 (2019: 73%).
Receivables split by customer
2020
2019
%
%
Customer D
16
2
Customer E
15
-
Customer B
14
12
Customer F
12
9
Customer A
7
31
Customer C
3
29
Other
33
17
───────
───────
100
100
═══════
═══════
No material credit risk is deemed to exist due to the nature of the Group's customers, who are predominantly governments and large intragovernmental organisations.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group limits its liquidity risk by ensuring bank facilities are available.
The Group's terms of sale generally require amounts to be paid within 30 days of the date of sale. Trade payables are settled depending on the supplier credit terms, which are generally 30 days from the date of delivery of goods or services.
As at 31 December the maturity profile of trade payables and loan notes was as follows:
As at 31 December 2020
Less than
3 to 12
3 to 12
12 to 24
3 months
Months
Months
Months
Total
USD'000
USD'000
USD'000
USD'000
USD'000
Loan notes
-
-
-
6,471
6,471
Trade payable
5,163
-
-
-
5,163
────────
────────
────────
────────
────────
5,163
-
-
6,471
11,634
════════
════════
════════
════════
════════
As at 31 December 2019
Less than
3 to 12
3 to 12
12 to 24
3 months
Months
Months
Months
Total
USD'000
USD'000
USD'000
USD'000
USD'000
Loan notes
-
-
-
-
-
Trade payable
5,333
9
-
-
5,342
────────
────────
────────
────────
────────
5,333
9
-
-
5,342
════════
════════
════════
════════
════════
Liabilities falling due within 12 months are recognised as current on the consolidated statement of financial position. Liabilities falling due after 12 months are recognised as non-current.
The unutilised bank overdraft facilities at 31 December 2020 amounted to USD 2,000,000 (2019: USD 2,000,000) and carry interest of 1M LIBOR +3.50% per annum (2019: 1M LIBOR +3.50%).
The Group manages its liquidity risk by maintaining significant cash reserves.
The Group's cash and cash equivalents balance is substantially all held in institutions holding a Moody's long-term deposit rating of A1 or above.
Capital management
The primary objective of the Group's capital management is to ensure that it maintains a healthy capital ratio in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it in light of changes in business conditions.
No changes were made in the objectives, policies or processes during the year ended 31 December 2020.
Capital comprises share capital, share premium, merger reserve, treasury shares, share based payment reserve and retained earnings and is measured at USD 72,074,000 as at 31 December 2020 (2019: USD 69,483,000).
29 RELATED PARTY DISCLOSURES
Related parties represent shareholders, directors and key management personnel of the Group, and entities controlled, jointly controlled, or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group's management.
There were no transactions with related parties during the year (2019: nil). No outstanding balances with related parties are included in the consolidated statement of financial position at 31 December 2020 (2019: nil).
30 COMPENSATION
Compensation of key management personnel
The remuneration of key management during the year was as follows:
2020
2019
USD'000
USD'000
Short-term benefits
1,734
1,628
Stock based compensation
1,200
31
────────
────────
2,934
1,659
════════
════════
The key management personnel comprise of 6 (2019: 6) individuals. Included in key management personnel are 3 (2019: 3) directors.
Compensation of directors
The remuneration of directors during the year was as follows:
2020
2019
USD'000
USD'000
Short-term benefits
1,312
1,291
Stock based compensation
340
14
───────
───────
1,652
1,305
═══════
═══════
Highest paid director
The remuneration of the highest paid director during the year was as follows:
2020
2019
USD'000
USD'000
Short-term benefits
276
423
Stock based compensation
340
-
───────
───────
616
423
═══════
═══════
The amount disclosed in the tables is the amount recognised as an expense during the reporting year related to key management personnel and directors of the Group.
31 STANDARDS ISSUED BUT NOT YET EFFECTIVE
No other standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are expected to have a material impact on the Group.
COMPANY STATEMENT OF FINANCIAL POSITION
2020
2019
Notes
USD'000
USD'000
Assets
Non-current assets
Investments
50,047
50,047
───────
───────
Current assets
Trade and other receivables
4
8,009
12,675
Cash and cash equivalents
933
645
───────
───────
8,942
13,320
───────
───────
Total assets
58,989
63,367
═══════
═══════
Equity and liabilities
Equity
Share capital
5
24,300
24,300
Share premium
18,254
18,254
Merger reserve
9,897
9,897
Treasury shares
6
(1,363)
-
Share based payment reserve
177
47
Retained earnings
7,578
10,788
───────
───────
Total equity
58,843
63,286
───────
───────
Current liabilities
Trade and other payables
7
146
81
───────
───────
Total equity and liabilities
58,989
63,367
═══════
═══════
The Company has taken the exemption conferred by section 408 of the Companies Act 2006 not to publish the profit and loss of the parent company within these accounts. The result for the Company for the year was a loss of USD 536,000 (2019: profit of USD 14,552,000).
COMPANY STATEMENT OF CHANGES IN EQUITY
Share
Based
Share
Share
Merger
Treasury
Payment
Retained
Capital
Premium
Reserve
Shares
Reserve
Earnings
Total
USD'000
USD'000
USD'000
USD'000
USD'000
USD'000
USD'000
As at 1 January 2019
24,300
18,254
9,897
-
16
(1,561)
50,906
Total comprehensive income for the period
-
-
-
-
-
14,552
14,552
Share based payments
-
-
-
-
31
-
31
Dividends declared and paid
-
-
-
-
-
(2,203)
(2,203)
───────
───────
───────
───────
───────
───────
───────
As at 31 December 2019
24,300
18,254
9,897
-
47
10,788
63,286
Total comprehensive income for the period
-
-
-
-
-
(536)
(536)
Share based payments
-
-
-
-
130
-
130
Dividends declared and paid
-
-
-
-
-
(2,674)
(2,674)
Purchase of treasury shares (note 6)
-
-
-
(2,600)
-
-
(2,600)
Issuance of treasury shares (note 6)
-
-
-
1,237
-
-
1,237
───────
───────
───────
───────
───────
───────
───────
As at 31 December 2020
24,300
18,254
9,897
(1,363)
177
7,578
58,843
═══════
═══════
═══════
═══════
═══════
═══════
═══════
The attached notes 1 to 8 form part of the Financial Statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2020
1 BASIS OF PREPARATION
The financial statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and the Companies Act 2006), including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS101) under the historical cost basis and have been presented in USD, being the functional currency of the Company.
The Company has applied a number of exemptions available under FRS 101. Specifically, the requirement(s) of:
(a) paragraphs 91-99 of IFRS 13 Fair Value Measurement;
(b) paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of paragraph 79(a)(iv) of IAS 1;
(c) paragraphs 10(d), 10(f), and 134-136 of IAS 1 Presentation of Financial Statements;
(d) IAS 7 Statement of Cash Flows;
(e) 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
(f) 17 of IAS 24 Related Party Disclosures and IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member: and
(g) paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
2 SIGNIFICANT ACCOUNTING POLICIES
Except noted below, all accounting policies applied to the Company are consistent with that of the Group.
Investments
Investments held by the company are stated at cost less provision for diminution in value.
3 EMPLOYEE EXPENSES
The average number of employees employed during the period was:
2020
2019
Directors
7
7
════════
════════
The aggregate remuneration of the above employees was:
2020
2019
USD'000
USD'000
Wages and salaries
410
400
Social security costs
46
45
───────
───────
456
445
═══════
═══════
4 TRADE AND OTHER RECEIVABLES
2020
2019
USD'000
USD'000
Prepayments
83
27
Due from subsidiary
7,878
12,636
VAT recoverable
48
12
───────
───────
8,009
12,675
═══════
═══════
Amounts due from subsidiary represent amounts due from RA International FZCO, an immediate subsidiary, and are non-interest bearing and payable on demand.
5 SHARE CAPITAL
2020
2020
2019
2019
Number
USD'000
Number
USD'000
Authorised, issued, and fully paid:
Ordinary shares of GBP 0.10 each
173,575,741
24,300
173,575,741
24,300
════════
════════
════════
════════
6 TREASURY SHARES
2020
2020
2019
2019
Number
USD'000
Number
USD'000
As at 1 January
-
-
-
-
Acquired in the period
3,868,000
2,600
-
-
Issued in the period
(1,840,499)
(1,237)
-
-
────────
────────
────────
────────
As at 31 December
2,027,501
1,363
-
-
════════
════════
════════
════════
7 TRADE AND OTHER PAYABLES
2020
2019
USD'000
USD'000
Trade payables
44
19
Accruals
102
62
───────
───────
146
81
═══════
═══════
8 RELATED PARTY TRANSACTIONS
The Directors have taken advantage of the exemption under paragraph 8(j) and 8(k) of FRS101 and have not disclosed transactions with other wholly owned group undertakings. There are no other related party transactions.
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