Interim Results
28/07/2023 07:00
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RNS Number : 4686H Rotala PLC 28 July 2023
28 July 2023
Rotala Plc
("Rotala", the "Company" or the "Group")
Interim Results
Rotala plc (AIM:ROL), a provider of transport solutions across the UK,
announces its unaudited interim results for the six months ended 31 May 2023.
Highlights
· Continued Government support for the bus industry
· Passenger numbers remain at 90%-95% of pre-COVID levels
· Revenues up approximately 35% to £52.6m (H1 2022: £39.0m)
· Profit before tax and exceptional items £865,000 (2022: £4,000)
· Normalised earnings per share of 1.43p (2022: 0.01p)
· Interim dividend declared of 0.5p per share (2022: 0.5p)
· Net debt at 31 May 2023 of £45m (2022: £43m)
· Trading in line with the Board's expectations for FY 2023
Post-period end:
· Completed the sale of the Bolton depot for £12.7 million in cash
· Net debt reduced to £32m after completion of sale
Simon Dunn, Chief Executive of Rotala, said: "The Group performed well in the
first six months of the year. COVID-19 has changed bus travel patterns and the
bus industry is co-operating closely with central and local Government to
align bus services with these changes. We expect this process to continue to
produce growth opportunities and I believe that the Company is well placed to
take advantage of any opportunities that arise."
For further information please contact:
Rotala Plc 0121 322 2222
John Gunn, Chairman
Simon Dunn, Chief Executive
Kim Taylor, Group Finance Director
Shore Capital 020 7408 4090
Tom Griffiths / James Thomas / Lucy Bowden (Corporate Advisory)
Henry Willcocks (Corporate Broking)
Copies of this announcement are available on the Company's website at
www.rotalaplc.com.
Chairman's Statement
I am pleased to be able to make this report to the shareholders of Rotala Plc
for the six months ended 31 May 2023 ("H1 2023").
Passenger numbers and Government support
Nationally, passenger volumes have yet to recover fully to the levels seen
before the COVID-19 pandemic. During 2022, passenger volumes for the bus
industry reached approximately 85% to 90% of pre-COVID levels and, in the
first six months of 2023, have consolidated at the upper end of that range.
The Company's passenger volumes over the same period were slightly higher, at
around 90% to 95% compared to pre-COVID levels. However, in the view of the
Board, this outperformance can be ascribed to small gains in the Company's
market share, rather than differences in the Company's markets compared to the
national UK bus market.
The UK Government continues to respond to the need to raise passenger volumes
with initiatives to support the bus industry and to encourage increased bus
usage. In mid-2021, the Department for Transport ("DfT") introduced a scheme
called "Bus Recovery Grant" ("BRG") which focused on compensating operators
for the shortfall in passenger numbers as the industry recovered from COVID.
BRG was extended beyond its planned initial termination date several times but
was finally phased out on 30 June 2023. From 1 January 2023, the Government
also introduced funding for a £2 single fare cap which will continue until 31
October 2023, when it will be replaced by a fare cap set at £2.50. This cap
will extend until 30 November 2024. Early evidence from Government surveys
suggests that these fare cap initiatives have had a positive impact on bus
patronage. All the Group's operating subsidiaries have now enrolled their
eligible services in this scheme.
The Government continues to add its support following the end of BRG. The
latest new initiative, called "BSOG+", introduced from 1 July 2023, adds a
payment for each kilometre driven coupled to an additional pence per litre
payment for fuel used, over and above the long-standing Bus Service Operators'
Grant, which is also paid by litre in relation to usage. The BSOG+ initiative
will last until April 2025.
Revenues
Unaudited
£m Unaudited Six months ended 30 November 2022 Unaudited Audited
Six months ended 31 May 2023 Six months ended 31 May 2022 Year ended 30 November 2022
Commercial 32.4 29.1 24.7 53.8
Contracted 15.8 12.3 9.0 21.3
Total Commercial and Contracted Revenue 48.2 41.4 33.7 75.1
Charter 0.6 0.6 0.5 1.1
Grants and subsidies 3.8 3.9 4.8 8.7
Total 52.6 45.9 39.0 84.9
The above table highlights that the grants and subsidies received from the
various arms of the UK Government have tapered as passenger numbers have
recovered and normal commercial operations resumed. Commercial revenue
reflects these factors and has significantly grown period on period.
Contracted revenue has shown, relatively speaking, an even stronger growth
pattern as the local and transport authorities in the areas in which the Group
operates have reacted to UK Government policy by increasing their budgets for
supported bus services. The Group has been able to gain a substantial share of
these increased budgets, driving the growth in this type of revenue. However,
revenues have been affected by the impact of inflation in broadly the same
manner as it has the rest of the economy.
Financial results
Unaudited Unaudited Audited
Six months ended 31 May 2023 Six months ended 31 May 2022 Year ended 30 November 2022
£m
Operating profit before exceptional items 2.3 1.1 1.1
Profit/(loss) before tax and exceptional items 0.9 0.0 (1.1)
Profit before tax and after exceptional items (see note 3 below) 0.0 3.0 2.0
As normal commercial operation has returned, operating profit before
exceptional items has in turn responded and more than doubled in H1 2023,
compared to the corresponding period in the preceding year (2022: £1.1m). For
the six months ended 31 May 2023, a profit before tax and exceptional items of
£0.9m was recorded compared to breakeven in the comparative period last
year.
Profit before tax and after exceptional items fluctuates principally as a
result of the marking to market of the Group's fuel derivative position (which
saw a profit of £2.4m in the first six months of 2022 and £2.6m for FY 2022
as a whole). The mark to market loss of £0.8m in the first six months of FY
2023 was principally caused by the Company's fuel hedges covering FY 2024 and
FY 2025. Details of the current fuel hedge position are set out below.
In H1 2022, an exceptional profit of £0.6m was also recorded on the sale of a
leasehold property. Note 3 to this statement contains a full analysis of the
make-up of exceptional items.
Working capital
Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£m
Inventories 0.9 1.2 1.2
Trade and other receivables 7.6 10.1 8.2
Trade and other payables (10.5) (7.4) (9.2)
Total working capital (2.0) 3.9 0.2
The Group's total working capital remained at low levels, showing some
fluctuation across the periods under report, as can be seen in the above
table. However, there were no special factors to be identified. As the
exposure to contracted services grows, for example in Greater Manchester, the
Board expects more working capital to be required to finance this type of
revenue, which absorbs more working capital by its very nature.
Total net debt (including hire purchase debt)
Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£m
Revolving commercial facility ("RCF") drawn 10.9 1.3 nil
Mortgage debt 5.2 5.7 5.4
Hire purchase debt 28.8 36.3 33.4
Net overdraft/(cash) 0.5 0.0 (1.2)
Total net debt 45.4 43.3 37.6
During the COVID pandemic, the Board focused on cash conservation and debt
reduction. Thus, at 30 November 2022, the Company was not using its RCF
facility at all. During H1 2023, the Company conducted a Tender Offer, as
detailed further below, which was financed by a drawing of £10m on the RCF.
In the same period, the Company also acquired a new freehold depot in Eccles,
Greater Manchester for a cash consideration of £1.9m which was also financed
by the RCF. All these drawings were repaid upon receipt of the funds for the
sale of the Bolton bus depot, as set out below. As a result, following
completion of the sale of the Bolton depot, the Company's net debt was reduced
to £32m.
No new mortgage or hire purchase debt was incurred in any of the periods set
out in the above table and so this debt amortised across these periods in line
with the normal repayment terms of these borrowings.
Tender Offer
By means of a Tender Offer announced on 26 January 2023, and fully described
in a circular to shareholders of the same date, the Company returned surplus
capital of £10 million to shareholders in the period. The circular should be
consulted for the full details of the Tender Offer and the background and
reasons for its launch.
The Tender Offer proposed that the Company would buy back up to £10 million
of its own shares at a price of 55p per ordinary share. The Tender Offer was
fully taken up and a total of 18,181,818 shares was acquired by the Company at
a cost of £10 million. Of these shares, 13,993,134 were cancelled and
4,188,684 were taken to treasury to cover any potential issues of ordinary
shares in respect of the outstanding share options. Immediately after the
Tender Offer closed on 16 February 2023, a total of 5,910,000 ordinary
shares was held in treasury.
Franchising developments in Greater Manchester
On 23 December 2022, the Company released a detailed announcement about
developments in the franchising arrangements in Greater Manchester and how
they affected the Company. The principal matters dealt with in this
announcement were the proposed disposals of the Company's Bolton bus depot and
the majority of the bus fleet based at that depot (together the "Disposals").
On 1 June 2023, the Company announced that it had concluded negotiations with
Transport for Greater Manchester ("TfGM") and the Greater Manchester Combined
Authority ("GMCA") and had conditionally exchanged contracts on the Disposals
as follows to:
1. dispose of its Bolton bus depot to the GMCA, with all its
associated fixtures, fittings, plant and machinery; and
2. place 134 vehicles, being the majority of its buses based at the
Bolton depot, into the notional asset pool (the Residual Value Mechanism)
created by TfGM as part of the franchising arrangements for Greater
Manchester.
As both of these transactions required shareholder approval, a circular dated
15 June 2023 was sent to shareholders and this circular (the "Circular")
should be consulted for the detail of the transactions and the reasons why the
Company entered into them. A general meeting to gain the necessary shareholder
approvals was called for 3 July 2023. At that meeting, the resolutions
authorising the Disposals were approved decisively. All other conditions
attaching to the disposal of the Bolton depot to the GMCA were subsequently
satisfied and, accordingly, on 7 July 2023 the disposal was completed and the
cash consideration of £12.7 million attaching to this leg of the Disposals
was duly received. These proceeds were used to repay the:
1. mortgage debt of £2m related to the Bolton depot; and
2. remaining outstanding drawings on the RCF, such that this facility
is now undrawn.
The Company will receive the remaining cash consideration of approximately
£17.7 million for the second leg of the Disposals outlined above in September
2023. These proceeds will be used to:
1. repay the hire purchase debt of approximately £12.8 million
attaching to these bus assets at that time; and
2. bolster the Company's general cash resources.
The pro forma illustrative effect of the Disposals on the Company was set out
in the Circular and in the following table:
Unaudited Pro forma Total Net Debt after the Proposed Disposals and financing
of new vehicles required
RCF repayments, plus forecast mortgage and lease liability amortisation in FY
2023
Audited Total Net Debt at 30 November 2022 Application of proceeds of the Disposals Tender Offer and Eccles depot acquisition HP finance for new work in GMCA area
£'000
Mortgage liabilities 5,439 (1,931) - (355) - 3,153
HP debt 33,361 (12,846) - (7,974) 11,945 24,486
Other lease liabilities 566 - - (372) - 194
Revolving commercial facility - (10,400) 11,900 (1,500) - -
Net cash asset (1,214) (5,262) - - - (6,476)
Total 38,152 (30,439) 11,900 (10,201) 11,945 21,357
The overall effect of these transactions on the Group is that it will receive
aggregate cash consideration of approximately £30.4 million for the assets
included within the Disposals. The total net book value of these assets at
their dates of sale is estimated to be approximately £23.0 million.
Capital expenditure
At 31 May 2023 At 31 May 2022 At 30 November 2022
Average fleet age 7.99 years 7.52 years 7.89 years
During FY 2022, the Company's requirements for new vehicles were very limited,
being restricted to vehicles for new work or contracts won. The Company does
not expect to acquire a material number of new vehicles in FY 2023, but in the
early part of FY 2024, 60 new vehicles will be delivered. These vehicles are
required to operate the small franchise contracts won by the Company in
Greater Manchester and which are described in detail in the Circular, and will
cost £11.9m, financed by new hire purchase contracts.
The Company will also take delivery of its first new-build electric bus in
late FY 2023. The Board expects that in FY 2024, it will begin a fresh cycle
of fleet replacement. It is intended that these vehicles will be electric and
not diesel fuelled.
Management of the vehicle fleet continued in the period. The Company disposed
of 35 older vehicles, which were replaced by second hand vehicles of the EURO
VI emissions standard. Two-thirds of the bus fleet is now of EURO VI standard
or better. The continuing disposal of older vehicles in the period ensured
that the average fleet age remained closely comparable to previous periods.
Dividend
In accordance with its stated dividend policy, the Board has declared an
interim dividend of 0.5p per share (2022: 0.5p) which will be paid on 25
August 2023 to shareholders on the register at the close of business on 11
August 2023, with the ex-dividend date being 10 August 2023.
Fuel hedging
The Group's budget for FY 2023 anticipates fuel usage of approximately 12
million litres, falling to 11 million litres in each of FY 2024 and FY 2025 as
mileage driven aligns itself with the currently anticipated profile of the
Group's businesses. Hedging contracts have been taken out to cover these
levels of fuel usage such that approximately 52% of the budgeted fuel usage in
FY 2023 has been hedged, and 76% of both of FY 2024 and FY 2025. All these
hedging contracts are at an average price of between 103p and 112p per litre.
For reference, the market price of fuel at the date of this statement
(excluding VAT) is 114p per litre.
The Board will continue to monitor market conditions closely and take out such
further fuel hedging contracts as it deems are appropriate to meet its
objective of reducing volatility in its costs and, where possible, creating
greater business certainty.
Financial review
Income statement
The Consolidated Income Statement is set out below. The factors governing the
levels of revenue have been dealt with earlier in this statement in the
section on total revenue. As revenue has increased, so did cost of sales,
principally in the areas of driver salaries and fuel. The gross profit margin
remained at approximately the same 14% level. Administrative expenses before
exceptional items rose mainly because of increases in overhead employee salary
costs, general training expenses and technology costs, large parts of which
will have been driven by the prevalent inflationary conditions. The increase
in interest expense reflects the higher level of borrowings in the period
caused by the RCF drawing to finance the Tender Offer. Interest on hire
purchase contracts was slightly lower than in the comparative period last
year.
As a result of the above, profit from operations (before exceptional items)
increased from £1.1m in FY 2022 to £2.3m for H1 2023 and profit before tax
increased from £4,000 to £865,000. This was in line with the Board's budget
for the period. As set out above, profit before tax (after exceptional items)
was impacted by the marking to market of the Group's fuel derivative exposure.
The majority of the provision related to the fuel derivative cover in FY 2024
and FY 2025. In contrast, the previous year had seen a profit from the same
source. Note 3 to this statement sets out a full analysis of exceptional
items.
As a result of all the factors set out above, normalised earnings per share
for the six months ended 31 May 2023, before exceptional items, were 1.43p
(2022: 0.01p). Basic earnings per share, after exceptional items, were 0.00p
(2022: 4.17p).
Balance sheet
The gross assets of the Group as at 31 May 2023 declined to £83.4 million
(2022: £91.1 million), but the total was very similar to the position as at
30 November 2022. The book values of property, plant and equipment (which are
fully analysed in note 6) were maintained at roughly the same levels but the
principal difference in non-current assets, when compared to the position at
31 May 2022, is the value ascribed to the defined benefit pension scheme. This
value changed markedly in the second half of FY 2022, as described in the 2022
Annual Report. Current assets were little different from the position at the
end of FY 2022, though much decreased from the position as at 31 May 2022 due
to the absence of a derivative financial instrument asset and a decline in
trade and other receivables as outstanding Government grants were received in
cash.
Current liabilities rose principally because of the increase in loans and
borrowings occasioned by the drawings on the RCF used to finance the Tender
Offer in February 2023, as described above. As noted above these borrowings
were repaid in July 2023. The exposure to derivative financial instruments was
also a liability in 2023, whereas it had been an asset in FY 2022. The full
analysis of loans and borrowings at period ends is set out in note 7 below.
Total obligations under hire purchase contracts fell as repayments were made
but no new contracts were taken out. Note 9 contains a full analysis of the
profile of hire purchase obligations. Other non-current liabilities were
little changed from those seen at the end of 2022 or in the comparable period
last year.
The result of the movements outlined above was that the net assets of the
Group as at 31 May 2023 had fallen to £20.3 million (2022: £34.1 million).
Cash flow statement
Cash flows from operating activities (before changes in working capital and
provisions) fell when compared to H1 2022 to £5.3 million (2022: £7.7
million). The principal reason for this was a fall in profitability as the
result of an exceptional loss being incurred on the marking to market of the
fuel derivative, compared to a profit on the same item in the comparable
period last year. Cash flows from changes in working capital and provisions
also decreased markedly. In the previous period, various accumulated accrued
government grants were finally received in cash. This item was not repeated in
H1 2023. Cash generated from operations was therefore £7.7 million for the
period (2022: £17.2 million). Interest paid on lease liabilities fell
slightly as no new hire purchase contracts were entered into. Net cash flows
from operations thus declined from £16.4 million in the comparable period
last year to £6.9 million in H1 2023.
Purchases of property, plant and equipment, at £3.8 million, included £1.9
million for the new freehold depot in Eccles, Greater Manchester referred to
above. This was financed by a drawing on the Company's RCF. The Group also
took the opportunity to acquire 40 buses, most of them second hand, to retire
a similar number of older vehicles of lower emission standard. All these
vehicles were acquired for cash.
Within financing activities, the Company drew £10 million on its RCF to
finance the return of cash to shareholders following the full take up of the
Tender Offer made in the earlier part of the year and another £1.9 million
(£2.4 million including the related VAT) to acquire the freehold depot in
Eccles already mentioned. £1.5 million of this drawing on the RCF had been
repaid by the period end together with the standard mortgage instalments. The
capital paid on lease liabilities was higher than in the comparable period
last year because the Company chose to pay off £1.2 million in variable rate
hire purchase agreements in preparation for the sale of those same vehicles
into the Residual Value Mechanism which is part of the Greater Manchester
franchising arrangements described above.
Thus, given net cash flows from operating activities of £6.9 million (2022:
£16.4 million), £3.8 million of cash used in investing activities (2022:
£1.8 million), and cash used in financing activities of £4.9 million (2022:
£11.4 million), there was an overall decrease in cash of £1.8 million in the
period (2022: increase of cash of £3.2 million). In summary, the net
overdraft position of the Group was £544,000 at 31 May 2023, compared to a
net cash asset of £30,000 at 31 May 2022 and £1.2 million at 30 November
2022.
Outlook
The Group continues to trade in line with its budget for FY23. In late
September 2023, the Group will transfer its commercial bus operations based at
the Bolton depot to the incoming franchise operator, but at the same time will
commence operating the seven new small franchises in Greater Manchester which
it was awarded in the same bidding round. Recently, the Company has been
successful in the second round of franchise bidding in Greater Manchester,
winning another small franchise, this time in the Oldham area. This franchise
will commence in March 2024 and is a five-year contract with annual revenues
of approximately £1.5 million. Seven new buses have been ordered to operate
these services at a cost of £1.4 million. We intend to participate fully in
the bidding for the third round of franchises which will be conducted in late
2023.
Elsewhere in the Group, we continue to work closely with our local authority
partners in evaluating changes to the bus market and in aligning services with
current passenger loadings and likely future requirements. We are working
particularly closely with those local authorities with approved Bus Service
Improvement Plans. These authorities are now able to use those plans to
support bus services in the short term with a view to creating sustainable
long term commercial services.
All these developments demonstrate that the bus industry remains in a state of
change and continues with the re-organisation necessitated by the consequences
of COVID-19. This turmoil will present opportunities for both incremental
growth and growth by acquisition in the coming years; the Board believes that
the Company, both in terms of its management and its financial resources, is
well-placed to take advantage of these opportunities as they arise.
John Gunn
Non-Executive Chairman
Date: 28 July 2023
Condensed consolidated income statement Note Unaudited Unaudited 6 months ended 31 May 2023 Unaudited Unaudited Unaudited 6 months ended 31 May 2022 Unaudited
6 months ended 31 May 2023 6 months ended 31 May 2023 6 months ended 31 May 2022 6 months ended 31 May 2022
Results Results Results Exceptional Results
before for the before items for the
exceptional items Exceptional period exceptional items period
items
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 2 52,620 - 52,620 38,973 - 38,973
Cost of sales (45,319) - (45,319) (33,466) - (33,466)
Gross profit 7,301 - 7,301 5,507 - 5,507
(5,040) (835) (5,875) (4,367) 3,002 (1,365)
Administrative expenses
Profit from operations 2,261 (835) 1,426 1,140 3,002 4,142
(1,396) - (1,396) (1,136) - (1,136)
Finance expense
865 (835) 30 4 3,002 3,006
Profit/(loss) before taxation 3
Tax (expense)/credit 4 (236) 208 (28) (1) (924) (925)
Profit for the period attributable to the equity holders of the parent 629 (627) 2 3 2,078 2,081
Earnings per share for profit attributable to the equity holders of the parent
for the period:
Basic (pence) 5 1.43 0.00 0.01 4.17
Diluted (pence) 5 1.43 0.00 0.01 4.17
Condensed consolidated income statement Note Audited Audited Audited
Year ended 30 November Year ended 30 November Year ended 30 November
2022 2022 2022
Results Exceptional Results
before items for the
exceptional items year
£'000 £'000 £'000
Revenue 2 84,871 - 84,871
Cost of sales (74,611) - (74,611)
Gross profit 10,260 - 10,260
(9,118) 3,074 (6,044)
Administrative expenses
1,142 3,074 4,216
Profit from
operations
Finance income 68 - 68
(2,312) - (2,312)
Finance expense
(Loss)/profit before taxation 3 (1,102) 3,074 1,972
Tax credit/(expense) 209 (1,014) (805)
(Loss)/profit for the year attributable to the equity holders of the parent (893) 2,060 1,167
Earnings per share for (loss)/profit attributable to the equity holders of the
parent during the year:
Basic (pence) 5 (1.80) 2.36
Diluted (pence) 5 (1.80) 2.36
Condensed consolidated statement of comprehensive income Note Unaudited Unaudited Audited
6 months ended 31 May 2023 6 months ended 31 May 2022 Year ended 30 November 2022
£'000 £'000 £'000
Profit for the period 2 2,081 1,167
Other comprehensive income/(expense):
Actuarial loss on defined benefit pension scheme - - (2,847)
Deferred tax on actuarial loss on defined benefit pension scheme 4 - - 712
Adjustment for change in deferred tax rate 4 - (250) (255)
Other comprehensive expense for the period (net of tax) - (250) (2,390)
Total comprehensive income/(expense) for the period attributable to the equity 2 1,831 (1,223)
holders of the parent
Condensed consolidated statement of financial position Notes Unaudited Unaudited Audited
As at 31 May 2023 As at 31 May 2022 As at 30
November 2022
£'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 6 56,713 58,038 56,900
Defined benefit pension asset 1,474 4,253 1,474
Goodwill and other intangible assets 15,960 14,907 15,960
_____ _____ _____
Total non-current assets 74,147 77,198 74,334
Current assets
Inventories 912 1,184 1,229
Trade and other receivables 7,589 10,067 8,154
Derivative financial instruments - 2,308 -
Cash and cash equivalents 798 365 1,214
_____ _____ _____
Total current assets 9,299 13,924 10,597
_____ _____ _____
Total assets 83,446 91,122 84,931
Liabilities
Current liabilities
Trade and other payables (10,524) (7,395) (9,175)
Loans and borrowings 7 (12,638) (2,027) (418)
Lease liabilities 8 (8,389) (7,187) (8,566)
Derivative financial instruments (855) - -
______ ______ _____
Total current liabilities (32,406) (16,609) (18,159)
Non-current liabilities
Loans and borrowings 7 (4,814) (5,233) (5,021)
Lease liabilities 8 (20,749) (29,899) (25,361)
Provision for liabilities (1,751) (1,202) (2,088)
Deferred income (295) (525) (410)
Net deferred taxation (3,114) (3,552) (3,085)
______ ______ ______
Total non-current liabilities (30,723) (40,411) (35,965)
______ ______ ______
Total liabilities (63,129) (57,020) (54,124)
_____ _____ _____
Net assets 20,317 34,102 30,807
====== ====== =====
Condensed consolidated statement of financial position Unaudited Unaudited Audited
As at 31 May 2023 As at 31 May 2022 As at 30
November 2022
£'000 £'000 £'000
Equity attributable to equity holders of parent
Called up share capital 9,233 12,731 12,731
Share premium reserve 12,369 12,369 12,369
Other reserves 6,065 2,567 2,567
Shares in treasury (3,373) (1,069) (1,069)
Retained earnings (3,977) 7,504 4,209
______ ______ _____
Total equity 20,317 34,102 30,807
===== ===== ====
Condensed consolidated Statement of Changes in Equity Called up share capital Share premium account Other reserves Shares in treasury Retained earnings Total
£'000 £'000 £'000 £'000 £'000 £'000
At 1 December 2021 12,731 12,369 2,567 (806) 6,164 33,025
Profit for the period - - - - 2,081 2,081
Other comprehensive expense - - - - (250) (250)
Total comprehensive income - - - - 1,831 1,831
Transactions with owners:
Share based payment - - - 10 5 15
Purchase of own shares - - - (273) - (273)
Dividends paid - - - - (496) (496)
Transactions with owners - - - (263) (491) (754)
At 31 May 2022 12,731 12,369 2,567 (1,069) 7,504 34,102
Loss for the period - - - - (1,155) (1,155)
Other comprehensive loss - - - - (2,140) (2,140)
Total comprehensive loss - - - - (3,295) (3,295)
Transactions with owners:
Dividends paid - - - - - -
Transactions with owners - - - - - -
At 30 November 2022 12,731 12,369 2,567 (1,069) 4,209 30,807
Profit for the period - - - - 2 2
Other comprehensive income - - - - - -
Total comprehensive income - - - - 2 2
Transactions with owners:
Share based payment - - - - 13 13
Tender offer (including costs of £195,000) (3,498) - 3,498 (2,304) (7,891) (10,195)
Dividends accrued - - - - (310) (310)
Transactions with owners - - - (2,304) (8,188) (10,492)
At 31 May 2023 9,233 12,369 6,065 (3,373) (3,977) 20,317
Condensed consolidated cash flow statement Unaudited Unaudited Audited
6 months ended 31 May 2023 6 months ended 31 May 2022 Year ended 30 November 2022
£'000 £'000 £'000
Cash flows from operating activities
Profit for the period before tax 30 3,006 1,972
Finance expense (net) 1,396 1,136 2,244
Depreciation 4,002 4,235 9,022
Gain on sale of property, plant and equipment (24) (620) (655)
Acquisition expenses - 37 143
Amortisation of grants received (115) (115) (230)
Share based payment 13 15 20
____ ____ ____
Cash flows from operating activities before changes in working capital and 5,302 7,694 12,516
provisions
Decrease in trade and other receivables 564 12,078 14,413
Increase in trade and other payables 1,041 1,115 1,947
Decrease/(increase) in inventories 317 (94) (63)
Movement on deferred income and provisions (337) (2,211) (1,326)
Movement on derivative financial instruments 855 (1,350) 639
____ ____ ____
2,440 9,538 15,610
____ ____ ____
Cash generated from operations 7,742 17,232 28,126
Interest paid on lease liabilities (812) (868) (1,697)
____ ____ ____
Net cash flows from operating activities 6,930 16,364 26,429
Condensed consolidated cash flow statement Unaudited Unaudited Audited
6 months ended 31 May 2023 6 months ended 31 May 2022 Year ended 30 November 2022
£'000 £'000 £'000
Cash flows from investing activities
Purchases of property, plant and equipment (3,827) (451) (1,489)
Sale of property, plant and equipment 38 47 560
Acquisition of businesses - (1,391) (3,914)
_____ _____ _____
Net cash flows used in investing activities (3,789) (1,795) (4,843)
Cash flow from financing activities
Dividends paid - (496) (742)
Tender offer and purchase of own shares (10,195) (273) (273)
Bank borrowings drawn down 12,380 1,276 3,851
Repayment of bank and other borrowings (1,708) (7,807) (11,869)
Bank and other interest paid (584) (263) (608)
Capital settlement payments on vehicles sold - (213) (171)
Capital paid on lease liabilities (4,792) (3,602) (7,399)
_____ _____ ____
Net cash used in financing activities (4,899) (11,378) (17,211)
Net (decrease)/ increase in cash and cash equivalents (1,758) 3,191 4,375
Cash and cash equivalents at start of period 1,214 (3,161) (3,161)
_____ _____ _____
Cash and cash equivalents at end of period (544) 30 1,214
====== ===== ====
Notes to the Unaudited condensed Consolidated Interim Financial Statements for
the six months ended 31 May 2023
1. Basis of preparation:
The unaudited condensed consolidated interim financial statements for the six
months ended 31 May 2023 have been prepared using the accounting policies set
out in the Group's 2022 statutory financial statements.
The financial statements of the Group for the full year are prepared in
accordance with UK adopted international accounting standards ("IFRSs") and
these interim financial statements have been prepared in accordance with IAS
34 "Interim Financial Reporting". The interim financial statements have been
prepared on a going concern basis.
2. Turnover:
Revenue represents sales to external customers excluding value added tax. All
of the activities of the Group are conducted in the United Kingdom within the
operating segment of provision of bus services. Management monitors revenue
across the following business streams: commercial services, contracted
services and charter services.
Unaudited Unaudited Unaudited Audited
Six months ended 31 May 2023 Six months ended 30 November 2022 Six months ended 31 May 2022 Year ended 30 November 2022
£'000 £'000 £'000 £'000
Commercial 32,358 29,130 24,708 53,838
Contracted 15,810 12,371 8,947 21,318
Charter 635 535 532 1,067
Grants and subsidies 3,817 3,862 4,786 8,648
Total 52,620 45,898 38,973 84,871
As set out in the Chairman's Statement, the Group has been the beneficiary of
continuing support from the Department for Transport and those local
authorities in which the Group operates.
3. Profit before taxation:
Profit before taxation includes the following items which the directors
consider to be outside of the normal trading transactions of the Group and are
therefore to be regarded as exceptional in nature:
Unaudited Unaudited Audited
6 months ended 31 May 2023 6 months ended 31 May 2022 Year ended 30 November 2022
£'000 £'000 £'000
Mark to market (loss)/profit on fuel derivatives (822) 2,442 2,620
Profit on sale of leasehold property - 602 617
Acquisition expenses - (37) (143)
Share based payment (13) (5) (20)
(Loss)/profit within profit before taxation (835) 3,002 3,074
4. Taxation:
The main rate of corporation tax increased to 25% from April 2023. The
deferred tax liability has therefore been accrued at this rate.
5. Earnings per share:
Basic earnings per share have been calculated on the basis of profit after
taxation and the weighted average number of shares in issue for the period of
43,973,216 (31 May 2022: 49,947,223; 30 November 2022: 49,502,254). Diluted
earnings per share have been calculated on the basis of profit after taxation
and the weighted average number of shares in issue (including such potential
issues as are dilutive) for the period of 43,973,216 (31 May 2022: 49,947,223;
30 November 2022: 49,502,254).
Basic adjusted and diluted adjusted earnings per share before exceptional
items have been calculated using the same weighted average numbers of shares
in issue, but on the basis of profits after tax and before any exceptional
items. This is done in order to aid comparability between the accounting
periods.
6. Property, plant and equipment:
Freehold Right of use assets under IFRS 16 Passenger carrying Total
land and Plant and vehicles
buildings machinery
£'000 £'000 £'000 £'000 £'000
Cost:
At 1 December 2021 10,907 3,063 6,028 68,182 88,180
Additions 69 - 56 1,364 1,489
Acquisitions 956 - 400 4,335 5,691
Disposals - (1,136) (12) (2,052) (3,200)
At 30 November 2022 11,932 1,927 6,472 71,829 92,160
Additions 2,314 - 94 1,420 3,828
Disposals - (139) (2) (1,401) (1,542)
At 31 May 2023 14,246 1,788 6,564 71,848 94,446
Depreciation:
At 1 December 2021 856 1,618 4,300 20,315 27,089
Charge for the year 113 383 857 7,669 9,022
Acquisitions - - 186 1,355 1,541
Disposals - (542) (2) (1,848) (2,392)
At 30 November 2022 969 1,459 5,341 27,491 35,260
Charge for the period 56 178 207 3,561 4,002
Disposals - (139) (2) (1,388) (1,529)
At 31 May 2023 1,025 1,498 5,546 29,664 37,733
Net book value:
At 31 May 2023 13,221 290 1,018 42,184 56,713
At 31 May 2022 9,995 649 1,463 45,931 58,038
At 30 November 2022 10,963 468 1,131 44,338 56,900
7. Loans and borrowings:
Secured bank loans are mortgage-type loans secured by reference to the Group's
freehold property.
Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£'000 £'000 £'000
Current:
Overdrafts (unsecured) 1,342 336 -
Bank loans (secured) 416 415 418
Bank loans (unsecured) 10,880 1,276 -
12,638 2,027 418
Non- current:
Bank loans (secured) 4,814 5,233 5,021
Total loans and borrowings 17,452 7,260 5,439
8. Lease liabilities:
Current: Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£'000 £'000 £'000
Obligations under hire purchase agreements (see note 9) 8,068 6,779 8,177
Other lease liabilities (see note 10) 321 408 389
Total current liabilities 8,389 7,187 8,566
Non - current: Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£'000 £'000 £'000
Obligations under hire purchase agreements (see note 9) 20,712 29,540 25,184
Other lease liabilities (see note 10) 37 359 177
Total non - current liabilities 20,749 29,899 25,361
9. Hire purchase agreements:
The Group's obligations under hire purchase agreements are secured by the
lessors' rights over the leased assets.
Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£'000 £'000 £'000
Present value:
Not later than one year 8,068 6,779 8,177
More than one but less than two years 4,832 8,159 6,156
More than two but less than five years 11,887 14,854 13,841
Later than five years 3,993 6,527 5,187
28,780 36,319 33,361
10. Other lease liabilities:
Future lease payments for leases treated as leases under IFRS 16 but which
take the legal form of rental agreements, without the legal right of ultimate
ownership of the asset leased, are as follows:
Unaudited Unaudited Audited
At 31 May 2023 At 31 May 2022 At 30 November 2022
£'000 £'000 £'000
Present value:
Not later than one year 321 408 389
More than one but less than two years 37 327 173
More than two but less than five years - 32 4
358 767 566
11. Dividends:
The Company paid a final dividend of 1.0p per share in June 2023 in relation
to the year ended 30 November 2022. All dividends are payable in cash
only.
12. Additional information:
The unaudited Consolidated Interim Report was approved by the Board of
Directors on 27 July 2023. The consolidated interim financial information for
the six months ended 31 May 2023 and for the six months ended 31 May 2022 is
unaudited. The financial information in this interim announcement does not
constitute statutory accounts within the meaning of Section 434 of the
Companies Act 2006. The statutory accounts of Rotala Plc for the year ended 30
November 2022 have been reported on by the Company's auditors and have been
delivered to the Registrar of Companies. The report of the auditors on these
accounts was unqualified, did not contain an emphasis of matter and did not
include a statement under section 498 of the Companies Act 2006. Copies of the
financial statements are available from the registered office of the Company
at Rotala Group Headquarters, Cross Quays Business Park, Hallbridge Way,
Tividale, Oldbury, West Midlands, B69 3HW and on the Company's website
www.rotalaplc.com
(https://url.avanan.click/v2/___http:/www.rotalaplc.com___.YXAxZTpzaG9yZWNhcDphOm86ZjI4MGQzMjAxMTlhYjYzMWZjMzZkMjY4N2VlZmRiYWE6Njo4OGRmOjZlNjg3M2E5ODdiMDY5NjE0MmI5NzBhM2JmNzEyOThkZDMyODBkYmIyNWZkYjA0MDlhMmVjMmE4NjZhZmFmYzk6cDpU)
.
13. Copies of this statement are available from the registered office of the
Company at Rotala Group Headquarters, Cross Quays Business Park, Hallbridge
Way, Tividale, Oldbury, West Midlands, B69 3HW and on the Company's website
www.rotalaplc.com
(https://url.avanan.click/v2/___http:/www.rotalaplc.com___.YXAxZTpzaG9yZWNhcDphOm86ZjI4MGQzMjAxMTlhYjYzMWZjMzZkMjY4N2VlZmRiYWE6Njo4OGRmOjZlNjg3M2E5ODdiMDY5NjE0MmI5NzBhM2JmNzEyOThkZDMyODBkYmIyNWZkYjA0MDlhMmVjMmE4NjZhZmFmYzk6cDpU)
.
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