REG - Tanfield Group PLC - Final Results and Notice of AGM
30/06/2022 07:00
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RNS Number : 7101Q Tanfield Group PLC 30 June 2022
The Tanfield Group Plc
("Tanfield" or "the Company")
Final Results and Annual Accounts for the year ended 31 December 2021 and
Notice of AGM
Tanfield Group Plc, a passive investing company as defined by AIM Rules,
announces its final results and annual accounts for the year ended 31 December
2021. Posting of the Annual Report & Accounts to shareholders who have
not elected to receive them electronically will take place in early July and
will be made available on the Company website at www.tanfieldgroup.com
(http://www.tanfieldgroup.com) shortly.
Tanfield announces that its Annual General Meeting will be held at 2:00p.m.
(UK) time on 2 August 2022 at Weightmans LLP, The Hallmark Building, 105
Fenchurch Street, London, EC3M 5JG. Posting to shareholders of the Notice of
Annual General Meeting circular, including information on the resolutions,
will take place in early July and will be made available on the Company
website at www.tanfieldgroup.com (http://www.tanfieldgroup.com) shortly.
For further information:
Tanfield Group Plc
Daryn
Robinson
020 7220 1666
WH Ireland Limited - Nominated Advisor / Broker
James Joyce / Megan
Liddell
020 7220 1666
STRATEGIC REPORT
CHAIRMAN'S STATEMENT
The Company's main investment, Snorkel International Holdings LLC ("Snorkel
International"), began to see signs of its markets recovering as the impact of
the Covid-19 pandemic reduced. The Board continues to closely monitor
performance and is hopeful that 2022 will see a continued recovery and
improved sales levels. It is not known whether 2022 will see a return to the
pre Covid-19 sales levels. Following Tanfield's 51% joint venture partner
Xtreme Manufacturing LLC ("Xtreme"), via its subsidiary SKL Holdings LLC
("SKL") and Snorkel International, filing a Summons and Complaint (the "US
Proceedings") against the Company and its subsidiary HBWP Inc ("HBWP"), the
Board remains disappointed that an amicable resolution has not been
possible. The Board therefore continues to seek advice and vigorously defend
its position.
The investment in Smith Electric Vehicles Corp. ("Smith") continues to be held
at nil value.
NON-EXECUTIVES' REVIEW
Background
The Company is defined as an investment company with two passive investments.
This definition resulted from the disposal of the controlling interest in
Smith in 2009 and the formation of a joint venture between Tanfield and Xtreme
relating to the Snorkel division in October 2013 (the "Joint Venture").
Tanfield currently owns 5.76% of Smith and 49% of Snorkel International.
OVERVIEW
Snorkel International
Tanfield continues to retain an investment in Snorkel International (currently
valued at £19.1m, 2020: £19.1m) consisting of a 49% interest and a preferred
interest position, incorporating a Priority Amount and a Preferred Return
(collectively the "Preferred Interest"), which it has held since the Joint
Venture was established in October 2013.
Since the injection of working capital following the Joint Venture, Snorkel
achieved increased year on year sales levels however, during 2020 the impact
of the Covid-19 pandemic saw the first reduction of sales. 2021 has seen
sales levels recover somewhat, but they remain below pre pandemic levels. A
summary of sales (unaudited) and the operating loss (unaudited), excluding
depreciation is shown below:
Operating profit/ (loss) excluding depreciation
Year Sales Increase/ (decrease)
2021 $155.0m 40% ($9.1m)
2020 $110.8m (50%) ($12.3m)
2019 $220.8m 10% $0.3m
2018 $200.5m 21% $2.9m
2017 $165.8m 27% $1.6m
2016 $130.5m 19% ($2.8m)
2015 $109.9m 29% ($10.6m)
2014 $85.3m - ($14.9m)
Despite the ongoing impact of the Covid-19 pandemic, the Board is not aware of
any market factors and have not been made aware of any specific reason why
sales growth should not be achieved in 2022, when compared to 2021 sales, as
the impact of the pandemic continues to subside.
In October 2019, the Board received the US Proceedings, in which Xtreme, via
its subsidiary SKL and Snorkel International, allege that Tanfield has refused
to comply with its contractual obligations by not agreeing to sign over its
interest in Snorkel International for £nil consideration. It is the Board's
belief that the intent of Tanfield, its non-conflicted directors at the time
and its shareholders, as well as the contractual terms, require that the
Preferred Interest is paid to the Company before its 49% holding in Snorkel
International can be acquired. Notwithstanding that, in the Board's opinion,
payment of the Preferred Interest is a clear requirement described in the
Circular that was distributed to shareholders in advance of shareholders
approving the contemplated transaction, Xtreme allege that this was not their
intent or understanding of the contemplated transaction despite both they, and
their advisers, reviewing and commenting on the Circular prior to its
distribution. They also allege that they do not believe payment of the
Preferred Interest is a requirement of the contractual agreements.
The position of Xtreme, which is the premise of the US Proceedings, is that
while they accept that Tanfield received a 49% interest in Snorkel
International and an adjusted priority amount of $22.5m (adjusted from the
headline $50m value detailed in the Circular, and with interest accruing) in
exchange for contributing the entire Snorkel division, including all its
assets and intellectual property, to the Joint Venture, and gave Xtreme a 51%
controlling interest, they allege that because Snorkel International, under
Xtreme's control, failed to achieve a 12 month EBITDA of $25m prior to 30
September 2018, that Tanfield's $22.5m adjusted Priority Amount, plus accrued
interest, simply disappeared; allowing Xtreme to acquire Tanfield's 49%
interest for £nil consideration.
Accordingly, in summary, it is alleged by Xtreme that the terms of the
transaction were such that after (a) Tanfield contributed all of the assets
and intellectual property of its Snorkel division to the Joint Venture, which
Snorkel's own tax returns declare as having a net fair market value of $45.5m,
(b) Tanfield conceded management control of the Snorkel division to Xtreme,
(c) Xtreme ran the business as it saw fit for approximately 5 years and
Snorkel International failed to achieve an annualized $25m EBITDA, (d)
Tanfield's value disappears completely and Xtreme can take 100% ownership of
Snorkel International without paying any consideration to Tanfield.
The Board vigorously deny that this was the intent of the parties, or the
meaning of the contractual agreements. It would have made absolutely no
commercial sense to contribute the considerable value, trade and assets of the
Snorkel division, which both parties agreed from the outset was fundamentally
a viable company, while also relinquishing control of the division, to then
receive no consideration for the considerable value contributed to the Joint
Venture, because the controlling party failed to achieve the target. The Board
therefore continues to seek advice and vigorously defend its position.
Despite the allegations, which the Board believe are without merit, the Board
is currently of the opinion that the investment in Snorkel International will
result in a return to shareholders in the future, but would like to draw your
attention to the "Valuation of Snorkel International holding" below and the
critical accounting estimates and key judgments which further explain the
potential risks.
As a result of the issues arising from the US Proceedings, Tanfield also
sought to preserve its position against Ward Hadaway, the Company's former
solicitor, as, depending on the outcome of the US Proceedings, the Company may
need to hold the firm to account for its role in and/or advice to Tanfield in
relation to the Joint Venture transfer. Due to statutory time limitation
issues, and because a suitable Standstill Agreement - which would have fully
protected the Company - could not be agreed, it became necessary for the
Company to issue and serve a claim against Ward Hadaway in the English High
Court (the "UK Proceedings") in order to ensure that the Company's rights were
fully protected pending the outcome of the US Proceedings.
Both proceedings have continued to progress during 2021 however, due to
Covid-19 and other factors, delays were unavoidable. Further updates in
relation to progress and timing will be provided as and when appropriate.
The outcome of the US Proceedings, if completed before the UK Proceedings, may
have a direct and material impact on the UK Proceedings, including the quantum
of any claim.
Valuation of Snorkel International holding: £19.1 million (2020: £19.1
million)
On 30 September 2018 the fixed terms of the agreement came to an end. In
summary, if the trailing 12 month EBITDA had reached $25m by 30 September
2018, this would have triggered payment of the Preferred Interest, valued at
£19.1m, which once paid, would have allowed the Company to exercise its put
option, compelling the purchase / sale of Tanfield's remaining holding in
Snorkel International. As a $25m trailing 12 month EBITDA was not reached by
the deadline, the put option expired. Tanfield retains a 49% interest in
Snorkel International and, in the Board's opinion, the Preferred Interest, but
it can no longer compel Xtreme to pay the Preferred Interest and acquire its
49% interest. The Board therefore remains of the opinion that the Preferred
Interest is the minimum payment required under the terms of the contractual
agreements for Xtreme to acquire Tanfield's interest and that this is
therefore an appropriate basis for determining the value the investment is to
be carried at.
As the US Proceedings have been brought against Tanfield, it is evident that
Don Ahern, the owner of Xtreme, wishes to own 100% of Snorkel International.
However, based on statements within the US Proceedings, it is evident that Don
Ahern does not believe he should have to pay anything in order to acquire
Tanfield's 49% of Snorkel International. One possible outcome is that
Tanfield continues to hold its 49% interest for the foreseeable future
however, the Board does not believe such a scenario would be in the best
interest of shareholders given the action taken by Don Ahern against the
Company and, should it become necessary, would consider options that may
assist in moving from this position.
Due to the risks involved with the ongoing different opinions regarding the
contractual agreements, it is possible the actual realisation of value could
be less, or more, than the current valuation. A number of factors could
influence the valuation of Snorkel International between now and a potential
realisation date, including the outcome of all relevant legal proceedings,
Xtreme's negotiating stance and the exchange rate at the time of any
realisation.
Due to these inherent uncertainties, the Board is unable to determine whether
the actual outcome will be less than the current valuation of £19.1m, which
it believes is underpinned by the value of the Preferred Interest, so feel the
valuation of £19.1m should be maintained. This valuation has been assessed
against various criteria, including exchange rate fluctuations. The Board
would like to draw the reader's attention to the critical accounting estimates
and key judgments which further explain the uncertainty and to the Auditors'
report in which it is also highlighted.
Smith
In October 2014 Smith completed a restructuring exercise that saw it convert
debt to equity. As a result of this, they informed the Company that its
equity shareholding had reduced from 24% to 5.76% (excluding warrants).
Since then, Smith has sought to raise funds which would allow it to implement
its strategic plan. To date, no significant fundraise has been completed and
the Board of Tanfield does not foresee this happening in the immediate future.
Valuation of Smith holding
In 2015, the Board of Directors carried out a review of the investment in
Smith resulting in a decision to impair the investment value to £nil.
The Board understand that Smith has not been trading in recent years and as
Smith are unable to provide any certainty on its future, the Board maintains
its opinion that the investment value should be held at £nil.
Strategy of Tanfield Board of Directors in relation to its Investments
The Board believes its investment in Snorkel International will result in a
return of value to shareholders but cannot predict the timeframe for such a
return. With regard to Smith, due to the ongoing uncertainty, the Board is
unable to say, at this time, whether it will result in a return of value to
shareholders. The Directors will update shareholders should this view change.
The strategy of the Company in relation to these investments is to return as
much as possible of any realised value to shareholders as events occur and
circumstances allow, subject to compliance with any legal requirements
associated with such distributions. The Board will continue to fulfil its
obligation to its shareholders in seeking to optimise the value of its
investments.
The investments are defined as passive investments and in line with this
definition Tanfield does not hold Board seats in either Snorkel International
or Smith. There is no limit on the amount of time the existing investments may
be held by the Company.
Finance expense and income
Interest cost of £145k was incurred in the period (2020: £100k) and interest
income of £nil (2020: £nil) was received on bank balances.
Loss from operations
The loss from operations before tax was £514k (2020: £697k), the most
significant difference compared to the prior year being a reduction in legal
fees relating to the ongoing US Proceedings and UK Proceedings, as well as an
increase in the finance expense.
Loss per share
Loss per share from continuing operations was 0.32 pence (2020: 0.43 pence).
No dividend has been declared (2020: £nil).
Cash
At 31 December 2021, the Company had cash of £0.6m (2020: £0.5m) and
approximately £1.4m as at the date of this report. At 31 December 2021,
£0.5m of cash is held on deposit with the English Court as security in
relation to the UK Proceedings and £1.25m as at the date of this report.
Risks and uncertainties
Loan note instruments totalling £3.7m have been put in place between 2020 and
the date of this report, with £2.6m of notes currently issued. Having
discussed matters with the Company's shareholders, the directors believe that,
if required, the Company should be able to source sufficient working capital,
in the form of further loans, to provide the resources to allow it to continue
for a period of 12 months from the date of this report. However, there is no
guarantee if and when a realisation of value from one of the investments will
happen, or of the costs associated in securing a realisation, and the Board
will closely monitor progress. It recognises that its investments have a level
of risk associated with them and is somewhat reliant on their continued
performance within their markets.
The ongoing global Covid-19 pandemic is continuing to impact the performance
of the investment in Snorkel International but signs are that Snorkel's
markets began recovering in 2021 and this has continued to be the case in
early 2022. However, at this stage, it is not possible to estimate how long
it will be until the pandemic no longer impacts the performance of Snorkel at
all. The Board note that any impact would likely be limited to timing and
currently do not believe that it should alter what it believes to be the
minimum contractual value.
Section 172: Companies Act Statement
The Board takes seriously its duties towards a wide range of stakeholders and
acts in a way to ensure that its decision making promotes the success of the
Company for the benefit of these stakeholders in accordance with Section 172.
The Board's ability to do this is as a result of the Company status - as an
investment Company it has no employees or customers and its activities have no
impact on the wider community and environment. The statements below provide
further information as to how the directors have had regard to the relevant
matters.
The likely consequences of decisions in the long term. As discussed earlier
in this report, the sole aim of the Board is to maximise the return to
shareholders through its investment holdings. This is of necessity a
short-term focus, and the financial outcome will determine the future position
and strategy of the Company.
The need to foster the Company's business relationships with suppliers and the
desirability of the Company to maintain a reputation for high standards of
business conduct. Engagement with suppliers is a key part of the business as
the Board looks to bring a resolution to its investment position. Therefore,
we are selective in the suppliers we choose to work with, demonstrating the
Board's commitment to maintaining high standards of business conduct and
professionalism.
The need to act fairly between members of the Company. Responsibility for
investor relations rests with the Chairman. The Board is committed to
communicating openly with shareholders to ensure that its strategy and
performance are clearly understood.
The Annual General Meeting is the principal forum for shareholders, and we
encourage all shareholders to attend (where appropriate, subject to Covid-19
restrictions) and participate. The notice of the meeting is sent at least 21
days before the meeting. The Chairman of the Board and other directors, where
possible, are present and are available to answer questions raised by
shareholders. The Board ensure regular communications are made to all
shareholders via periodic RNS announcements.
KPI's
The Board do not use any KPI's to monitor the performance of the business.
Approved by the Board of Directors and signed on behalf of the Board
Daryn Robinson
Chairman
30 June 2022
DIRECTORS' REPORT
The directors submit their report and the financial statements of Tanfield
Group Plc for the year ended 31 December 2021. Tanfield Group Plc is a public
listed company incorporated and domiciled in England and quoted on AIM.
PRINCIPAL ACTIVITIES
The Company's principal activity is that of an investment company.
INVESTING POLICY
The holdings in Snorkel International Holdings LLC and Smith Electric Vehicles
Corp. are passive investments. It is the intention that where distributions or
realisations of such holdings are made (or there is a receipt of marketable
securities) that these are distributed to shareholders, subject to compliance
with any legal requirements associated with such distributions. There is
presently no anticipated limit on the amount of time the holdings are to be
held by the Company. The Company does not have and will not make any cross
holdings and does not have a policy on gearing.
RESULTS AND DIVIDENDS
The financial result for the year to 31 December 2021 reflects the principal
activity of the company being that of an investment company.
Turnover for the year was £nil (2020: £nil). The loss from operations in the
year of £369k (2020: £597k) arose from operating costs.
The statement of financial position shows total assets at the end of the year
of £19.7m (2020: £19.6m). Net Current Assets were £0.5m (2020: £0.5m) with
cash balances of £0.6m (2020: £0.5m). Having discussed matters with certain
Company shareholders, the directors believe that, if required, the Company
should be able to source sufficient working capital, in the form of further
loans, to provide the resources to allow it to continue for a period of 12
months from the date of this report. Note 19 provides details of further
loans already provided since the year end.
No dividend has been paid or proposed for the year (2020: £nil). The loss of
£514k (2020: £697k) has been transferred to reserves.
FINANCIAL INSTRUMENTS
The Company's financial instruments comprise cash, non-current investments,
current receivables, current payables arising from its operations and
borrowings. The principal financial instruments used by the Company during the
year are cash balances raised from borrowings. The Company has not established
a formal policy on the use of financial instruments but assesses the risks
faced by the Company as economic conditions and the Company's operations
develop.
DIRECTORS
The present membership of the Board is set out on the Company website.
The directors' do not currently have a right to acquire shares in the company
via the exercise of options as all past options have either been exercised or
lapsed. Details of the directors' remuneration and incentives are set out in
the Directors' Remuneration Report.
POLICY ON PAYMENT OF CREDITORS
It is Company policy to agree and clearly communicate the terms of payment as
part of the commercial arrangements negotiated with suppliers and then to pay
according to those terms based on the timely receipt of an accurate invoice.
The Company supports the CBI Prompt Payers Code. A copy of the code can be
obtained from the CBI at Centre Point, 103 New Oxford Street, London WC1A 1DU.
Trade creditor days based on trade payables at 31 December 2021 were 25 days
(2020: 37 days).
SUBSTANTIAL SHAREHOLDINGS
On 31 December 2021 the following held substantial shares in the company. No
other person has reported an interest of more than 3% in the ordinary shares.
No. %
HSBC GLOBAL CUSTODY NOMINEE 54,108,810 33.2%
CHASE NOMINEES LIMITED 34,126,672 20.9%
AURORA NOMINEES LIMITED 19,739,558 12.1%
VIDACOS NOMINEES LIMITED 11,851,174 7.3%
THE BANK OF NEW YORK (NOMINEES) 11,829,698 7.3%
LYNCHWOOD NOMINEES LIMITED 5,511,566 3.4%
DIRECTORS' INTEREST IN CONTRACTS
No director had a material interest at any time during the year in any
contract of significance, other than a service contract, with the Company or
any of its subsidiary undertakings.
AUDITOR
A resolution to reappoint RSM UK Audit LLP as auditor will be put to the
members at the annual general meeting. RSM UK Audit LLP has indicated its
willingness to continue in office.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITOR
The directors in office on the date of approval of the financial statements
have confirmed that, as far as they are aware, there is no relevant audit
information of which the auditor is unaware. Each of the directors has
confirmed that they have taken all the steps that they ought to have taken as
directors in order to make themselves aware of any relevant audit information
and to establish that it has been communicated to the auditor.
DIRECTORS INDEMNITY
Every Director shall be indemnified by the Company out of its own funds.
Approved by the Board of Directors and signed on behalf of the Board
Daryn Robinson
Chairman
30 June 2022
CORPORATE GOVERNANCE
All members of the board believe strongly in the value and importance of good
corporate governance and in our accountability to all of Tanfield's
stakeholders, including shareholders and suppliers.
The corporate governance framework which the company operates, including board
leadership and effectiveness, board remuneration, and internal control is
based upon practices which the board believes are proportional to the size,
risks, complexity and operations of the business and is reflective of the
company's values. Of the two widely recognised formal codes, we have adopted
the Quoted Companies Alliance's (QCA) Corporate Governance Code for small and
mid-size quoted companies (revised in April 2018 to meet the new requirements
of AIM Rule 26).
Tanfield is a passive investment company with investments in Snorkel
International and Smith. It is the intention that where distributions or
realisations are made that these are distributed to shareholders, subject to
compliance with any legal requirements associated with such distributions.
The Board is mindful of and monitors its corporate risks. The main risks the
business faces are that the investments may not achieve their operational
goals, resulting in no realisation event and the potential for disputes with
the controlling shareholders as to the terms of a realisation event should one
occur. As a passive investment company, the Board is not able to influence the
decision making or strategy of the investment companies and so its ability to
mitigate some risks is limited.
The Company operates as a passive investment company and has put in place a
board structure that can best provide the strategic advice, leadership and
continuity required. The board structure consists of two non-executive
directors, Daryn Robinson and Martin Groak, both sitting on the PLC Board. Due
to the nature of the business, executive directors and an operational Board
are not deemed necessary and therefore the non-executive directors are deemed
not to be independent. During the year 5 board meetings, all fully attended,
took place.
The Board considers the Board composition in terms of skills, experience and
balance. Its committees seek external expertise and advice where required.
With only two Board members, due to the limited activities of the Company,
Board cohesion is paramount and this is regularly reviewed. The Board members
have held roles and directorships in other publicly listed companies where
they have gained a wealth of financial and public market experience which
collectively has provided them with the balance of skills and expertise to
deliver the business strategy.
The Board considers evaluation of its committees and individual directors to
be an integral part of corporate governance to ensure it has the necessary
skills, experience and abilities to fulfil its responsibilities. To ensure the
skills and knowledge of the Board are kept up to date, it works with its
Nominated Advisor & Broker, Auditor and Solicitor to ensure that any
relevant new or amended accounting standards and interpretations, AIM rules or
Companies Act legislation are fully understood and implemented.
The Board recognises that a corporate culture based on sound ethical values
and behaviours is an asset. In accordance with the Company's stated social
responsibilities it endeavours to conduct its business in an ethical,
professional and responsible manner. As the Company has no control over
operational matters relating to its investments, it is unable to influence the
values and behaviours directly but it supports a culture of dealings with both
shareholders and investee companies with integrity and respect.
The QCA Code is constructed around ten broad principles and a set of
disclosures. The QCA has stated what it considers to be appropriate
arrangements and asks companies to provide an explanation about how they are
meeting the principles through the prescribed disclosures. We have considered
how we apply each principle to the extent that the board judges these to be
appropriate in the circumstances, and we provide a full explanation of the
approach taken in relation to each in the details of our approach to Corporate
Governance which can be found on the Company's website
www.tanfieldgroup.com/about#governance
(https://www.tanfieldgroup.com/about#governance) . The board considers that it
does not depart from any of the principles of the QCA Code.
Going Concern
Having discussed matters with the Company's shareholders, the directors are
satisfied that, if required, the Company should be able to source sufficient
working capital, in the form of further loans, to provide the resources to
continue for a period of 12 months from the date of this report. For this
reason, they continue to adopt the going concern basis in preparing the
financial statements.
Daryn Robinson
Chairman
30 June 2022
DIRECTORS' REMUNERATION REPORT
Remuneration committee
The company has established a Remuneration Committee which is constituted in
accordance with the recommendations of the QCA Code. The members of the
committee during the year were D Robinson and M Groak and the committee was
chaired by D Robinson.
Remuneration policy
There were four main elements of the remuneration packages for directors:
· Basic annual salary (including directors' fees) and benefits;
· Annual bonus payments;
· Share option incentives; and
· Pension arrangements.
Basic salary
The basic salary of the directors is reviewed annually having regard to the
commitment of time required and the level of fees in similar companies.
Non-Executive Directors are employed on renewable fixed term contracts not
exceeding three years.
Annual bonus
The committee established the objectives which must be met for each financial
year if a cash bonus was to be paid. The purpose of the bonus was to reward
directors for achieving above average performance which also benefits
shareholders.
Share options
The directors had options granted to them under the terms of the Share Option
Scheme which, as at the date of this report, have expired. Share options were
awarded as set out in the table below. No new share options have been
granted as at the date of this report.
Pension arrangements
Some directors were members of a money purchase pension scheme to which the
company contributed.
Directors interests
The interests of directors holding office at the year end in the company's
ordinary 5p shares at 31 December 2021 and 31 December 2020 are shown below:
Number of shares
2021 2020
D Robinson 942,785 942,785
M Groak 40,000 40,000
Total 982,785 982,785
The directors, as a group, beneficially own 0.6% of the company's shares.
As at the date of this report, no director has any remaining right to acquire
shares in the company via the exercise of options granted under the terms of
their service contracts, copies of which may be inspected by shareholders upon
written application to the company secretary.
Remuneration review
Directors emoluments for the financial year were as follows:
Salary Pension Total Salary Pension Total
2021 2021 2021 2020 2020 2020
£000's £000's £000's £000's £000's £000's
M Groak 20 - 20 20 - 20
D Robinson 70 3 73 61 2 63
Total 90 3 93 81 2 83
The directors held no share options at 31 December 2021 (2020: nil).
Approval
This report was approved by the board of directors and authorised for issue on
30 June 2022 and signed on its behalf by:
Daryn Robinson
REPORT OF THE INDEPENDENT AUDITOR
Independent auditor's report to the members of Tanfield Group Plc
Opinion
We have audited the financial statements of Tanfield Group plc (the 'company')
for the year ended 31 December 2021 which comprise the statement of
comprehensive income, statement of financial position, statement of changes in
equity attributable to equity shareholders, cash flow statement and notes to
the financial statements, including significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and UK-adopted International Accounting Standards.
In our opinion the financial statements:
· give a true and fair view of the state of the company's affairs
as at 31 December 2021 and of its loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
International Accounting Standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Summary of our audit approach
· Key audit matters - Carrying value of non-current investments
· Materiality - Overall materiality: £408,000 (2020: £409,000),
Performance materiality: £306,000 (2020: £306,750)
· Scope - Our audit procedures covered 100% of total assets and
100% of loss before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Carrying value of non-current investment
Key audit matter description
Included in the Statement of Financial Position are non current asset
investments with a carrying value of £19.1m (2020: £19.1m). This represents
holdings of 5% and 49% respectively in Smith Electric Vehicles US Corp and
Snorkel International Holdings LLC ('Snorkel'). Note 6 and the Accounting
Policies of the financial statements describes the judgements made by the
Board with regards to the need for an impairment to be recognised in respect
of each of these investments and, in particular, the significant uncertainty
concerning the carrying value of the company's £19.1m investment in Snorkel
International Holdings LLC. The investment in Smith Electric Vehicles US Corp
has already been fully impaired.
The investment in Snorkel represents the sole significant asset held within
the Statement of Financial Position of the company. As described in the
Critical Accounting Estimates and Key Judgements there are significant
uncertainties over the timing of any realisation, and the amount that might
ultimately be realised on this investment, that could have a material effect
on the recoverable amount. The realisation of this investment for either more
or less than its carrying value could have a material impact on the financial
statements.
The Board has limited financial and non-financial information upon which to
calculate/base its estimate of the realisation value and timing thereof. The
Critical Accounting Estimates and Key Judgements disclosures set out the basis
of the Directors consideration of the fair value of the investment, based on
its expected recoverable amount, and the assumptions made therein. The
assessments and conclusion of the directors are based on the Investment
Circular setting out the Proposed Transaction issued to Shareholders in
September 2013, the legal advice obtained at the time and subsequent to that
date along with the information received in respect of the financial
performance and position of Snorkel. The assessment made by the Directors as
to the sums falling due under the Investment Circular differs to the
assessment made by Xtreme, which has led to legal proceedings by Xtreme
against the company to obtain control of the remaining 49% of Snorkel. The
directors have concluded that the most appropriate basis for determining the
carrying amount continues to be the amount represented by the Preferred
Interest element, which was established at the time of the Transaction, and
was the value the investment in Snorkel was impaired to following the expiry
of the put option in 2018.
As explained in the Critical Accounting Estimates and Key Judgements section,
the timing of realisation and the sum to be realised are dependent on
definitive clarification as to the legal position of the call option still
held by Xtreme. The eventual amount realised is also dependent on the
applicable rate of exchange at the time that any US$ proceeds are converted
into GBP. As a result, there remains significant doubt over the timing and
value at which this asset will be realised.
How the matter was addressed in the audit
Our audit work has considered the nature of the financial and other
information held by management described above, the assumptions used by
management to assess the estimated timing and realisable value of the
investment, and such other audit evidence as was available, to form a view on
the reasonableness of these assumptions, estimates and calculations.
In carrying out our audit work we have considered and challenged the range of
outcomes considered by the directors, the conclusion the directors have
reached about the reliability of any alternative valuation and the disclosures
made, specifically in the Critical Accounting Estimates and Key Judgements
disclosures and in Note 6. We also circularised the Company's legal advisors
in both the UK and United States.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which
help us to determine the nature, timing and extent of our audit procedures.
When evaluating whether the effects of misstatements, both individually and on
the financial statements as a whole, could reasonably influence the economic
decisions of the users we take into account the qualitative nature and the
size of the misstatements. Based on our professional judgement, we determined
materiality as follows:
· Overall materiality - £408,000 (2020: £409,000)
· Basis for determining overall materiality - 2.1% of total assets.
· Rationale for benchmark applied - Consistent with prior year, the
company's principal activity continues to be that of an investment company. As
such, we deemed total assets to be the key benchmark for users of the
financial statements.
· Performance materiality - £306,000 (2020: £306,750).
· Basis for determining performance materiality - 75% of overall
materiality.
· Materiality levels for those classes of transaction where
materiality levels are lower than overall materiality - The statement of
comprehensive income was tested to the lower Performance Materiality figure of
£19,275 (2020: £34,500 to ensure adequate coverage of these values. This has
been calculated as 3.8% (2020: 4.9%) of loss before tax.
· Reporting of misstatements to the Audit Committee - Misstatements
in excess of £4,080 and misstatements below that threshold that, in our view,
warranted reporting on qualitative grounds.
An overview of the scope of our audit
The company has been subject to a full scope audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· checking the integrity and accuracy of the cashflow forecasts
prepared by management;
· assessing the reasonableness of assumptions and explanations
provided by management to supporting information, where available;
· reviewing the forecast funding requirements and assessing the
directors' opinion of the entity's ability to obtain future funding; and
· auditing the accuracy and consistency of disclosures made in the
financial statements in respect of principal risks and going concern.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations.
The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a direct
effect on the determination of material amounts and disclosures in the
financial statements, to perform audit procedures to help identify instances
of non-compliance with other laws and regulations that may have a material
effect on the financial statements, and to respond appropriately to identified
or suspected non-compliance with laws and regulations identified during the
audit.
In relation to fraud, the objectives of our audit are to identify and assess
the risk of material misstatement of the financial statements due to fraud, to
obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud through designing and implementing
appropriate responses and to respond appropriately to fraud or suspected fraud
identified during the audit.
However, it is the primary responsibility of management, with the oversight of
those charged with governance, to ensure that the entity's operations are
conducted in accordance with the provisions of laws and regulations and for
the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud, the audit engagement team:
· obtained an understanding of the nature of the industry and
sector, including the legal and regulatory framework that the company operates
in and how the company is complying with the legal and regulatory framework;
· inquired of management, and those charged with governance, about
their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud;
· discussed matters about non-compliance with laws and regulations
and how fraud might occur including assessment of how and where the financial
statements may be susceptible to fraud.
The most significant laws and regulations were determined as: UK-adopted IAS;
Companies Act 2006 and AIM listing rules. Additional audit procedures
performed by the audit engagement team included:
· Review of the financial statement disclosures and testing these
to supporting documentation; and
· Completion of disclosure checklists to identify areas of
non-compliance.
The area that we identified as being susceptible to material misstatement due
to fraud were: the risk of management override of controls. The audit
procedures performed by the audit engagement team included:
· Testing the appropriateness of journal entries and other
adjustments;
· Assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and
· Evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
http://www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
ALAN AITCHISON (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
Third Floor, 69 Wellington Street, Glasgow, G2 6HG
30 June 2022
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
2021 2020
Notes £000's £000's
Revenue - -
Staff costs 1 (93) (83)
Other operating income 19 18
Other operating expenses 3 (295) (532)
Loss from operations (369) (597)
Finance expense 2 (145) (100)
Finance income 2 - -
Loss from operations before tax (514) (697)
Taxation 4 - -
Loss & total comprehensive income for the year attributable (514) (697)
to equity shareholders
Loss per share
Loss per share from operations
Basic and diluted (p) 5 (0.32) (0.43)
STATEMENT OF FINANCIAL POSITION (Company registration number 04061965)
AS AT 31 DECEMBER 2021
2021 2020
Notes £000's £000's
Non current assets
Non current Investments 6 19,100 19,100
19,100 19,100
Current assets
Trade and other receivables 8 23 24
Cash and cash equivalents 7 588 524
611 548
Total assets 19,711 19,648
Non current liabilities
Borrowings 10 1,695 1,100
1,695 1,100
Current liabilities
Trade and other payables 9 72 90
72 90
Total liabilities 1,767 1,190
Equity
Share capital 11 8,145 8,145
Share premium 11 17,336 17,336
Share option reserve 12 - 331
Special reserve 66,837 66,837
Merger reserve 1,534 1,534
Retained earnings (75,908) (75,725)
Total equity attributable to equity shareholders 17,944 18,458
Total equity and liabilities 19,711 19,648
The financial statements were approved by the board of directors and
authorised for issue on 30 June 2022 and are signed on its behalf by:
Daryn Robinson
Chairman
STATEMENT OF CHANGES IN EQUITY ATTRIBUTABLE TO EQUITY SHAREHOLDERS
FOR THE YEAR ENDED 31 DECEMBER 2021
Share capital Share premiuma Share option reserveb Merger reservec Special reserved Retained earningse Total
£000's £000's £000's £000's £000's £000's £000's
At 1 January 2020 8,145 17,336 331 1,534 66,837 (75,028) 19,155
Comprehensive income
Loss for the year - - - - - (697) (697)
Total comprehensive income for the year - - - - - (697) (697)
At 31 December 2020 8,145 17,336 331 1,534 66,837 (75,725) 18,458
Comprehensive income
Loss for the year - - - - - (514) (514)
Total comprehensive income for the year - - - - - (514) (514)
Transactions with owners in their capacity as owners:-
Share based payments (note 12) (331) 331 -
At 31 December 2021 8,145 17,336 - 1,534 66,837 (75,908) 17,944
a The share premium account represents amounts subscribed for share capital
in excess of nominal value, net of directly attributable share issue costs.
b The share option reserve represents the cumulative share-based payment
expense.
c The merger reserve has arisen on the legal acquisition of subsidiary
companies.
d The special reserve relates to a previous reclassification of the share
premium account.
e The retained earnings represents the accumulated retained profits and
losses less dividend payments.
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
2021 2020
£000's £000's
Loss from operations (514) (697)
Adjustment for:
Finance costs 145 100
Changes in operating assets and liabilities / working capital:
Decrease/(Increase) in receivables 1 (1)
(Decrease) / increase in payables (18) (14)
Net cash used in operating activities (386) (612)
Cash flow from Investing Activities
Interest received - -
Net cash from investing activities - -
Cash flow from financing activities
Proceeds from issuance of ordinary shares net of costs - -
Proceeds from borrowings 450 1,000
Net cash generated by financing activities 450 1,000
Net (decrease)/increase in cash and cash equivalents 64 388
Cash and cash equivalents at the start of year 524 136
Cash and cash equivalents at the end of the year 588 524
ACCOUNTING POLICIES
(i) Basis of preparation of the financial statements
Tanfield Group Plc is a public company incorporated in England and quoted on
AIM. These financial statements have been prepared on the going concern basis
in accordance with applicable law and UK-adopted International Accounting
Standards. The financial statements have been prepared under the historical
cost convention, except for the revaluation of certain financial assets and
liabilities measured at fair value.
The financial statements present the company accounts only and have not been
consolidated as the adjustments made to the financial statements upon
consolidation would be immaterial. The financial statements are prepared in
sterling, which is the functional currency of the company. Monetary amounts in
these financial statements are rounded to the nearest thousand.
The preparation of the financial statements requires management to exercise
its judgement in the process of applying the company's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed below in "Critical accounting estimates and key judgements".
(ii) Going concern
The financial statements have been prepared on the going concern basis, which
assumes that the Company will continue to be able to meet its liabilities as
they fall due for the foreseeable future. At 31 December 2021 the Company had
cash balances of £0.6m (2020: £0.5m) and approximately £1.4m as at the date
of this report. At 31 December 2021, £0.5m of cash is held on deposit with
the English Court as security in relation to the UK Proceedings and £1.25m as
at the date of this report.
Having discussed matters with certain Company shareholders, the directors
believe that, if required, the Company should be able to source sufficient
working capital, in the form of further loans, to provide the resources to a)
allow the Company to continue in operation for a minimum of 12 months and b)
see the legal proceedings continue, possibly to a conclusion, during that
period. It is not currently expected that the ongoing Covid-19 pandemic will
impact on this. Having taken the uncertainties into account the Board believes
it is appropriate to prepare the financial statements on the going concern
basis.
The Directors do not believe that the ongoing global Covid-19 pandemic will
have a direct impact on the Company's ability to continue as a going concern
due to the nature of its activities as an investment company.
(iii) Foreign currencies
Transactions in currencies other than sterling, the functional currency of the
company, are recorded at the rates of exchange prevailing on the dates of the
transactions. At each statement of financial position date, monetary assets
and liabilities that are denominated in foreign currencies are retranslated at
the rates prevailing on the statement of financial position date.
Non-monetary assets and liabilities carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined.
Gains and losses arising on retranslation are included in the income statement
for the period, except for exchange differences on non-monetary assets and
liabilities, which are recognised directly in profit and loss.
(iv) Retirement benefit cost
The company operates a defined contribution pension scheme and pays
contributions to an externally administered pension plan. The company has no
further payment obligations once the contributions have been paid. The
contributions are recognised as an employee benefit expense in the period in
which they fall due.
(v) Share based payments
The Company issues equity-settled share-based payments to certain employees
and has applied the requirements of IFRS2 "Share-based payments".
Equity settled share-based payments are measured at fair value at the date of
the grant. Fair value is measured using a Black-Scholes model.
The fair value is expensed on a straight-line basis over the vesting period,
based on the Company's estimate of shares that will eventually vest.
(vi) Financial instruments
Recognition of financial assets and financial liabilities
Financial assets and financial liabilities are recognised on the Company's
statement of financial position when the Company has become a party to the
contractual provisions of the instrument.
Financial assets
Investments
Investments in equity instruments are included at fair value with fair value
gains and losses recognised in profit or loss.
Trade and other receivables
Financial assets within trade and other receivables are initially recognised
at fair value, which is usually the original invoiced amount and are
subsequently carried at amortised cost less provisions made for impairment.
Trade receivables do not carry any interest and are stated at their nominal
value as reduced by appropriate allowances for estimated irrecoverable
amounts.
An impairment loss is recognised for the expected credit losses on receivables
when there is an increased probability that the counterparty will be unable to
settle an instrument's contractual cash flows on the contractual due dates, a
reduction in the amounts expected to be recovered, or both.
Impairment losses and any subsequent reversals of impairment losses are
adjusted against the carrying amount of the receivable and are recognised in
profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand less short-term bank
overdrafts.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities.
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction
from the proceeds received.
Trade and other payables
Financial liabilities within trade and other payables are initially recorded
at fair value, which is usually the original invoiced amount, and subsequently
carried at amortised cost.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs
incurred. Borrowings are subsequently measured at amortised cost. Borrowings
are classified as current liabilities unless the group has an unconditional
right to defer settlement of the liability for at least 12 months after the
reporting period.
(vii) Segmental reporting
In accordance with IFRS 8 operating segments are determined on the basis of
information reported to the chief operating decision-maker for decision-making
purposes. The Company considers that it only has one segment and that the
role of chief operating decision-maker is performed by the Tanfield Group
Plc's board of directors.
(viii) Termination benefits
Termination benefits (leaver costs) are payable when employment is terminated
before the normal retirement date, or when an employee accepts voluntary
redundancy in exchange for these benefits. The Company recognises
termination benefits when it is demonstrably committed to the affected
employees leaving the Company.
Accounting standards, interpretations and amendments to published accounts
During the year ended 31 December 2021, the Company has not adopted any new
IFRS, IAS or amendments issued by the IASB, and interpretations by the IFRS
Interpretations Committee, which have had a material impact on the Company's
financial statements.
New and amended standards and interpretations effective from 1 January 2022
not yet adopted by the Company.
Certain new accounting standards and interpretations have been published that
are not mandatory for 31 December 2021 reporting periods and have not been
early adopted by the group. These standards are not expected to have a
material impact on the entity in the current or future reporting periods and
on foreseeable future transactions.
CRITICAL ACCOUNTING ESTIMATES AND KEY JUDGEMENTS
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of accounting estimates and assumptions. It also requires
management to exercise judgement in the process of applying the Company's
accounting policies. We continually evaluate our estimates, assumptions and
judgements based on the most up to date information available.
The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Investments
Smith
The status of the Company's holding in Smith Electric Vehicles US Corp was
reviewed during the year. The Board previously advised that the company had
ceased operations and did not feel that Smith had made sufficient progress
towards achieving its plan of obtaining a public listing to maintain the
previous valuation and had therefore decided to impair the investment in Smith
to £nil. Subsequently, no progress has since been made that gives rise to an
expectation of a realisation in value. As such, the Board is maintaining its
view that the investment currently has nil value.
Nevertheless, the Board acknowledges that there is a chance the investment
could result in a return to Shareholders and will continue to monitor the
investment. Should progress be made in the future the valuation of the
investment will be revisited.
Snorkel International
The status of the Company's holding in Snorkel International Holdings LLC was
reviewed during the year. The Board has concluded that, while Tanfield
continues to retain an investment in Snorkel International (currently carried
at £19.1m), consisting of a 49% interest and the Preferred Interest, under
the terms of the Joint Venture, they are unable to exercise significant
influence over the activities and strategic direction of Snorkel International
and therefore holding the investment as a trade investment, as opposed to
applying equity accounting, continues to be the correct treatment.
Since the injection of working capital following the Joint Venture, Snorkel
achieved increased year on year sales levels however, during 2020 the impact
of the Covid-19 pandemic saw the first reduction of sales. 2021 has seen
sales levels recover somewhat, but they remain below pre pandemic levels. A
summary of sales (unaudited) and the operating loss (unaudited), excluding
depreciation is shown below:
Operating profit/ (loss) excluding depreciation
Year Sales Increase/ (decrease)
2021 $155.0m 40% ($9.1m)
2020 $110.8m (50%) ($12.3m)
2019 $220.8m 10% $0.3m
2018 $200.5m 21% $2.9m
2017 $165.8m 27% $1.6m
2016 $130.5m 19% ($2.8m)
2015 $109.9m 29% ($10.6m)
2014 $85.3m - ($14.9m)
Despite the ongoing impact of the Covid-19 pandemic, the Board is not aware of
any market factors and have not been made aware of any specific reason why
sales growth should not be achieved in 2022, when compared to 2021 sales, as
the impact of the pandemic continues to subside.
Under the terms of the Joint Venture, the level of financial information
available to the Board to assess the fair value of the investment in Snorkel
International is limited to quarterly historical financial information,
incorporating a consolidated operating statement, balance sheet and cashflow.
In 2018, the Board impaired Tanfield's investment value in Snorkel
International down to £19.1m, from the previous valuation of £36.3m. The
valuation of £19.1m is based on the value of the Preferred Interest which is
made up of the priority amount, set in 2013 based upon the assets of the
Snorkel division contributed to the Joint Venture, plus the preferred return,
being interest accruing on the priority amount. This is the basis of
valuation that was set out in the Circular issued to Shareholders at the time
of the Joint Venture. The Board have not included the effect of discounting
for the timing of a future realisation as they do not believe this materially
impacts on the valuation.
The previous valuation of £36.3m was originally calculated in 2013 and
assumed the $25m EBITDA trigger, compelling the payment of the Preferred
Interest and the purchase of Tanfield's interest in Snorkel International by
Xtreme, would be reached within the predefined period ending 30 September
2018. As Snorkel International, under Xtreme's control, failed to achieve the
EBITDA trigger, Tanfield retains a 49% interest in Snorkel International and
the Preferred Interest, but it can no longer compel Xtreme to pay the
Preferred Interest and acquire its 49% interest.
In November 2018, the Board received a call option notice in which Xtreme, via
its subsidiary SKL, requested to exercise a call option to acquire Tanfield's
interest in Snorkel International. In the request, SKL stated that the
option price to acquire Tanfield's holding was $0 (nil) and that payment of
the Preferred Interest was not required.
The Board did not agree with this statement and does not believe that the
contractual agreements, or the Circular distributed to shareholders to fully
explain the terms of the transaction - and thereby seek their authority to
enter in to the transaction - allow for a call option whereby Xtreme can
acquire Tanfield's interest in Snorkel International for a nil value. The
Board therefore rejected the call option notice and sought to amicably resolve
the dispute with Tanfield's 51% joint venture partner, Xtreme. As announced on
22 October 2019, Xtreme (via its subsidiary SKL and Snorkel International)
filed the US Proceeding against Tanfield and its subsidiary HBWP.
As the US Proceedings have been brought against Tanfield, it is evident that
Don Ahern, the owner of Xtreme, wishes to own 100% of Snorkel International.
However, based on statements within the US Proceedings, it is evident that Don
Ahern does not believe he should have to pay anything in order to acquire
Tanfield's 49% interest in Snorkel International. One possible outcome is
that Tanfield continues to hold its 49% interest for the foreseeable future
however, the Board do not believe such a scenario would be in the best
interest of shareholders and, should it become necessary, would consider
options that may assist in moving from this position.
The Board has reviewed the historic financial information, along with the
global industrial and aerial work platform market conditions and has concluded
it is appropriate to value Tanfield's investment in Snorkel International
based on what the Board understands are the contractual arrangements and so at
an amount based on the Preferred Interest amount of £19.1m.
This valuation has been assessed against various criteria, including past
performance (including but not limited to a growth in sales, bill of material
costs and improved operating profitability), production capacity, market
conditions, the capability of the business to increase output and exchange
rate fluctuations. In coming to this opinion, the Board has considered the
trends within the business and their consistency; in particular:
· the rate of sales growth being more or less than that recently
achieved by Snorkel International.
· the level of operating profitability improvement being more or
less than that recently achieved by Snorkel International.
· The impact of exchange rate movements given that any proceeds
will be received in USD, considering current, historic and average exchange
rates.
Between 1 January 2021 to 31 December 2021, the range of the GBP to USD
exchange rate has a low of 1.3191 and a high of 1.4208, the average being
1.3751. If £19.1m is assumed to represent the average exchange rate, then
based on the low of 1.3191 the valuation increases by approximately 4% to
£19.9m and based on the high of 1.4208 the valuation reduces by approximately
3% to £18.5m giving a potential movement of 7% in the valuation. Whilst the
Board is not in a position to mitigate any potential exchange rate variation,
until such time as the realisation of the Snorkel International investment is
known, it will continue to consider such means as may be possible to maximise
the GBP return to shareholders.
If the assumption is made that both the progress within Snorkel International
and the wider global market conditions will continue to improve, then the
Board note that the valuation could potentially increase beyond the £19.1m
which is underpinned by the Preferred Interest element. However, the Board
has considered various Snorkel International trading scenarios, based around
historic sales growth trends and does not believe the valuation is likely to
materially increase from £19.1m in the near future.
The Board, however, caveat that a number of factors could influence the
valuation and performance of Snorkel International between now and a potential
realisation date, including Xtreme's opinion of the contractual agreements
which has resulted in the US Proceedings (see Strategic Report for further
information), the outcome of the UK Proceedings and the ongoing global
Covid-19 pandemic. Due to the risks involved with the ongoing different
opinions regarding the contractual agreements, it is possible the actual
realisation of value could be less than the current valuation, potentially as
low as £nil as alleged by Xtreme and depending on the outcome of ongoing
legal proceedings. While the impact of the global Covid-19 pandemic subsided
during 2021, it is not possible at this stage to estimate what likely future
impact the pandemic may have. The Board note that any ongoing impact of
Covid-19 would likely be limited to the performance of Snorkel International
and the timing of a possible realisation but currently do not believe that it
should alter what it believes to be the minimum contractual value.
Given the risks, the Board has considered whether a further impairment loss
should be recognised but have concluded that based on their understanding of
the contractual agreements in place, no further impairment is required at this
time.
Whilst the timing and quantum of realisation of the investment remains
unclear, the Board is currently of the opinion that the investment in Snorkel
International will result in a return to shareholders in the future, that the
current value of the investment of £19.1m remains appropriate and there is
not an alternative, more reliable valuation of the investment than the current
estimate.
NOTES TO THE ACCOUNTS
1. Staff costs
2021 2020
Aggregate remuneration comprised £000's £000's
Wages and salaries 90 81
Other pension costs 3 2
Total staff costs 93 83
2021 2020
Average monthly number of employees No. No.
Directors 2 2
Total 2 2
Details of Directors' fees and salaries, bonuses, pensions, benefits in kind
and other benefit schemes together with details in respect of Directors' share
option plans are given in the Directors' Remuneration Report.
2. Finance expense and finance income
2021 2020
Finance expense £000's £000's
Interest on borrowings 145 100
Total finance expense 145 100
2021 2020
Finance income £000's £000's
Interest on cash, cash equivalents & financial instruments - -
Total finance income - -
3. Other operating expenses
2021 2020
£000's £000's
Property related expenses 24 27
Auditor's remuneration (see below) 22 22
Other operating expenses 249 483
Total operating expenses 295 532
Auditor's remuneration
Amounts payable to RSM UK Audit LLP and their associates in respect of both
audit and non-audit services are as follows:
2021 2020
£000's £000's
Audit Services
· statutory audit of accounts 23 22
Other services relating to taxation
· compliance services - -
23 22
Comprising
· Audit services 23 22
· Non audit services - -
4. Taxation
Analysis of and factors affecting taxation charge
The taxation charge on the loss for the year differs from the amount computed
by applying the corporation tax rate to the loss before taxation as a result
of the following factors:
2021 2020
£000's £000's
Loss before taxation (514) (697)
Notional taxation charge at UK rate of 19% (2020: 19%) (98) (132)
Effects of:
Non-deductible expenses 34 80
Deferred tax asset not recognised in the period 64 52
Total taxation charge in the income statement - -
The Company has tax losses of approximately £4.6m (2020: £4.3m) available to
carry forward against future profits of the same trade. No deferred tax asset
has been recognised due to the uncertainty of future profitability of the
Company.
5. Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of shares in issue during the
period. In calculating the dilution per share, share options outstanding and
other potential ordinary shares have been taken into account where the impact
of these is dilutive. As the potential dilutive ordinary shares from share
options reduce the loss per share these shares are omitted from the dilutive
loss per share calculation. The average share price during the year was
2.38p (2020: 2.75p).
2021 2020
No. No.
Number of shares 000's 000's
Weighted average number of ordinary shares for the purposes of basic earnings 162,907 162,907
per share
Effect of dilutive potential ordinary shares from share options - - -
Weighted average number of ordinary shares for the purposes of diluted 162,907 162,907
earnings per share
Loss
2021 2020
From operations £000's £000's
Loss for the purposes of basic earnings per share being net profit (514) (697)
attributable to owners of the parent
Potential dilutive ordinary shares from share options - -
Loss for the purposes of diluted earnings per share (514) (697)
Loss per share from operations
Basic and diluted (p) (0.32) (0.43)
6. Non current investments
A summary of the Non current investments is shown below:
2021 2020
£000's £000's
Investment in Smith Electric Vehicles US Corp - -
Investment in Snorkel International Holdings LLC 19,100 19,100
Total non current investments 19,100 19,100
Smith Electric Vehicles US Corp
At 31 December 2021, the Company held a 5.76% (2020: 5.76%) share of the
issued share capital of Smith Electric Vehicles US Corp, a company registered
in the US. In 2015 the Board decided to impair the investment in Smith to
£nil and they continue to maintain this position. However, the Board will
continue to monitor the investment.
Snorkel International Holdings LLC
At 31 December 2021, the Company held a 49% (2020: 49%) share of the issued
share capital of Snorkel International Holdings LLC, a company registered in
the US. This shareholding is being held as a non current investment at fair
value (2021: £19.1m, 2020: £19.1m). The cumulative impairment provision
against this investment is £17.2m (2020: £17.2m). See Strategic Report for
further considerations.
7. Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term deposits held by the
Company. The carrying amount of these assets approximates their fair value.
The Company primarily holds cash and cash equivalents in Sterling bank
accounts.
2021 2020
£000's £000's
Cash and cash equivalents a 588 524
a Included in cash and cash equivalents is £500k (2020: £500k) held on
deposit with the English Court as security in relation to the UK Proceedings
8. Trade and other receivables
2021 2020
£000's £000's
Receivable within one year
Other debtors and prepayments 23 24
23 24
The directors consider that the carrying amounts of trade and other
receivables approximates to their fair value.
9. Trade and other payables
The directors consider that the carrying amounts of trade and other payables
approximates to their fair value.
2021 2020
£000's £000's
Payable within one year
Trade payables 20 53
Social security and other taxes 1 1
Accrued expenses 51 36
72 90
Average credit period taken on trade purchases (days)a 25 37
a Creditor days have been calculated as trade payables over other operating
expenses multiplied by 365 days.
10. Borrowings
2021 2020
Non-current Total Non-current Total
£000's £000's £000's £000's
Unsecured
Loan notes 1,695 1,695 1,100 1,100
Total borrowings 1,695 1,695 1,100 1,100
Unsecured 10% loan notes 2025
The Company issued 212,500 loan notes for £212,500 on 30 March 2020, 143,750
loan notes for £143,750 on 30 June 2020 and 143,750 loan notes for £143,750
on 14 September 2020. Interest is charged on the initial loan note value at
10% per annum which is rolled up and included above. A loan note holder may
at any time after 28 February 2025 serve notice upon the Company requesting
the redemption of all the Loan Notes, plus accrued interest, held by them.
In the event of a realisation from the US Proceedings and/or the UK
Proceedings exceeding £2.5m, any amount in excess of £2.5m will be used to
realise a proportion of Loan Notes and accrued interest. Should a repayment
take place prior to 28 February 2025, a 20% early redemption premium shall
apply.
Unsecured 10% second loan notes 2025
The Company issued 500,000 second loan notes for £500,000 on 29 July 2020,
200,000 loan notes for £200,000 on 25 January 2021 and 250,000 loan notes for
£250,000 on 1 June 2021. Interest is charged on the initial loan note value
at 10% per annum which is rolled up and included above. A loan note holder
may at any time after 28 February 2025 serve notice upon the Company
requesting the redemption of all the Loan Notes, plus accrued interest, held
by them. In the event of a realisation from the US Proceedings and/or the UK
Proceedings exceeding £1.5m, any amount in excess of £1.5m will be used to
realise a proportion of Loan Notes and accrued interest. Should a repayment
take place prior to 28 February 2025, a 20% early redemption premium shall
apply.
11. Share capital and share premium
The Company has one class of ordinary shares which carry no right to fixed
income. All shares are fully paid up.
Nominal share value Number of shares Share capital £000's Share premium £000's
At 1 January 2020 5p 162,906,850 8,145 17,336
-
At 31 December 2020 5p 162,906,850 8,145 17,336
At 31 December 2021 5p 162,906,850 8,145 17,336
12. Share based payments
IFRS2 requires share based payments to be recognised at fair value. The
company measures the fair value of its share based payments to employees,
"share options", using the Black-Scholes valuation method at the date of
grant. The share based payment expense is recognised in profit or loss over
the vesting period.
All share based payments are equity settled and details of the share option
activity during 2021 and 2020 are shown below.
2021 2020
Number of share options Weighted average exercise price (pence) Number of share options Weighted average exercise price (pence)
Outstanding at the beginning of the year 3,800,000 27 4,100,000 27
Lapsed (3,800,000) 27 (300,000) 27
Outstanding at the end of the year - 3,800,000 27
Exercisable - 3,800,000 27
There were no outstanding options at 31 December 2021. The outstanding
options at 31 December 2020 had a weighted average remaining contractual life
of 0.05 years.
A charge to the income statement of £nil (2020: £nil) and a credit directly
to equity of £nil (2020: £nil) have been made during the year in accordance
with IFRS2 'Share-based payments'.
13. Financial risk management
The Company's operations are exposed to various financial risks which are
managed by various policies and procedures. The main risk and their related
management are discussed below:
Credit risk management
The Company's exposure to credit risk arises from its trade and other
receivables and cash deposits with financial institutions.
The Company's maximum exposure to credit risk is summarised below:
2021 2020
£000's £000's
Trade and other receivables 2 2
Cash and cash equivalents 588 524
590 526
Liquidity risk management
The Company is exposed to liquidity risk arising from having insufficient
funds to meet the Company's future financing needs. The Company's liquidity
management process includes projecting cash flows and considering the level of
liquid assets available to meet future cash requirements along with monitoring
statement of financial position liquidity. The Board reviews forecasts,
including cash flow forecasts on a quarterly basis.
Liquidity risk management
The Company is exposed to liquidity risk arising from having insufficient
funds to meet the Company's future financing needs. The Company's liquidity
management process includes projecting cash flows and considering the level of
liquid assets available to meet future cash requirements along with monitoring
statement of financial position liquidity. The Board reviews forecasts,
including cash flow forecasts on a quarterly basis.
13. Financial risk management (continued)
Maturity analysis
The table below analyses the Company's financial liabilities on a contractual
gross undiscounted cash flow basis into maturity groupings based on amounts
outstanding at the statement of financial position date up to the contractual
maturity date.
Within 1 year 1 to 5 years Over 5 years Total
£000's £000's £000's £000's
2021
Trade and other payables 72 - - 72
Borrowings - 1,695 - 1,695
72 1,695 - 1,767
2020
Trade and other payables 90 - - 90
Borrowings - 1,100 - 1,100
90 1,100 - 1,190
Foreign exchange risk management
The Company is exposed to movements in foreign exchange rates due to any
realisation of its investment in Snorkel International being denominated in
foreign currencies. The carrying amount of the company's investment in
Snorkel International at 31 December 2021, which is denominated in USD, is
£19.1m (2020: £19.1m). During 2021, the GBP to USD exchange rate averaged
1.3751 with a low of 1.3191 and a high of 1.4208. The company has no other
material assets or liabilities denominated in foreign currencies. If
appropriate the Company can use currency derivative financial instruments such
as foreign exchange contracts to reduce exposure. These were not used in the
period.
Capital management
The Company's main objective when managing capital is to protect returns to
shareholders. The Company also aims to maximise its capital structure of
debt and equity so as to minimise its cost of capital. The Company manages
its capital with regard to risks inherent in the business and the sector in
which it operates by monitoring its net debt to capital gearing ratio on a
regular basis. The Company considers its capital to include share capital,
share premium, special reserve, share option reserve, merger reserve and
retained earnings.
Net debt of the company (including changes in liabilities arising from
financing activities)
2021 2020
£000's £000's
Borrowings:
Loan notes
Opening balance of loan notes in issue 1,100 -
Loan notes issued in the year - cash flows 450 1,000
Other changes including accrued interest (non-cash) 145 100
Total Liability in respect of loan notes in issue 1,695 1,100
Less: cash and cash equivalents (588) (524)
Net debt / (cash) at year end 1,107 576
Total Capital 17,944 18,458
Net debt to capital ratio (%) 6.2% 3.1%
During 2021, in order to fund the legal proceedings, the Company issued
further loan notes resulting in an increased net debt position of £1,107k at
31 December 2021 (2020: £576k).
Foreign exchange risk management
The Company is exposed to movements in foreign exchange rates due to any
realisation of its investment in Snorkel International being denominated in
foreign currencies. The carrying amount of the company's investment in
Snorkel International at 31 December 2021, which is denominated in USD, is
£19.1m (2020: £19.1m). During 2021, the GBP to USD exchange rate averaged
1.3751 with a low of 1.3191 and a high of 1.4208. The company has no other
material assets or liabilities denominated in foreign currencies. If
appropriate the Company can use currency derivative financial instruments such
as foreign exchange contracts to reduce exposure. These were not used in the
period.
Capital management
The Company's main objective when managing capital is to protect returns to
shareholders. The Company also aims to maximise its capital structure of
debt and equity so as to minimise its cost of capital. The Company manages
its capital with regard to risks inherent in the business and the sector in
which it operates by monitoring its net debt to capital gearing ratio on a
regular basis. The Company considers its capital to include share capital,
share premium, special reserve, share option reserve, merger reserve and
retained earnings.
Net debt of the company (including changes in liabilities arising from
financing activities)
2021
2020
£000's
£000's
Borrowings:
Loan notes
Opening balance of loan notes in issue
1,100
-
Loan notes issued in the year - cash flows
450
1,000
Other changes including accrued interest (non-cash)
145
100
Total Liability in respect of loan notes in issue
1,695
1,100
Less: cash and cash equivalents
(588)
(524)
Net debt / (cash) at year end
1,107
576
Total Capital
17,944
18,458
Net debt to capital ratio (%)
6.2%
3.1%
During 2021, in order to fund the legal proceedings, the Company issued
further loan notes resulting in an increased net debt position of £1,107k at
31 December 2021 (2020: £576k).
14. Contingencies
Authorised Guarantee Agreement
At the time of the Joint Venture between Tanfield Group Plc and Xtreme
Manufacturing LLC relating to Snorkel International in October 2013, Tanfield
Group Plc was the tenant of the Vigo Centre manufacturing facility from which
the Snorkel division carried out its UK manufacturing operations. In order to
gain permission to assign the lease to Snorkel Europe Limited, Tanfield Group
Plc entered into an authorised guarantee agreement on the 25-year lease which
commenced 27 June 2006.
15. Related party transactions
Remuneration of key personnel
The remuneration of the key management personnel, which includes Directors, is
set out below in aggregate for each of the categories specified in IAS 24
Related Party Disclosures. Further information about the remuneration of
individual directors is provided in the Directors' Remuneration Report on.
2021 2020
£000's £000's
Salaries and short term benefits including NI 90 81
Post employment benefits 3 2
93 83
16. Retirement benefits
The Company operates a defined contribution retirement benefit plan for all
qualifying employees. The total cost charged to income of £3k (2020: £2k)
represents contributions payable to that scheme by the Company at rates
specified in the rules of the scheme. As at 31 December 2021, contributions of
£nil (2020: £nil) due in respect of the current reporting period had not
been paid over to the scheme.
17. Financial instruments recognised in the statement of financial position
2021 2020
Assets Amortised cost Fair value through profit and loss Total Loans and receivables Fair value through profit and loss Total
£000's £000's £000's £000's £000's £000's
Current financial assets
Trade and other receivables 2 - 2 2 - 2
Investments - 19,100 19,100 - 19,100 19,100
Cash and cash equivalents 588 - 588 524 - 524
Total 590 19,100 19,690 526 19,100 19,626
2021 2020
Liabilities Other financial liabilities Held for trading Total Other financial liabilities Held for trading Total
£000's £000's £000's £000's £000's £000's
Current liabilities
Trade and other payables 72 - 72 90 - 90
Borrowings 1,695 1,695 1,100 1,100
Total 1,767 - 1,767 1,190 - 1,190
Financial assets and liabilities measured at fair value are measured using a
fair value hierarchy that reflects the significance of the inputs used in
making the fair value measurements, as follows:-
· Level 1 - Unadjusted quoted prices in active markets for
identical asset or liabilities ('quoted prices');
· Level 2 - Inputs (other than quoted prices in active markets for
identical assets or liabilities) that are directly or indirectly observable
for the asset or liability ('observable inputs'); or
· Level 3 - Inputs that are not based on observable market data
('unobservable inputs').
All of the company's financial assets and liabilities measured at fair value
are measured using level 3 valuations in both the year ended 31 December 2021
and the year ended 31 December 2020.
The fair value investment is measured against the contractual terms of the
Joint Venture with Xtreme, as detailed in the circular distributed to
shareholders to fully explain the terms of the transaction - and thereby seek
their authority to enter into the transaction. Further details are provided
in the strategic report and in the critical accounting estimates and key
judgements.
18. Investments
The tables below give brief details of the Company's investments at 31
December 2021. The Company had no operating subsidiaries as of 31 December
2021.
Investments Principal activity Group Interest in allotted capital & voting rights Country of incorporation
Smith Electric Vehicles US Corp Electric vehicle manufacture 5.76% US
HBWP Inc Holding Company 100.00% US
Snorkel International Holdings LLC Holding Company 49.00% US
Tanfield Engineering Systems US (Inc) a Powered Access 49.00% US
Snorkel Europe Ltd a Powered Access 49.00% UK
Snorkel International Inc a Powered Access 49.00% US
Snorkel Australia Limited a Powered Access 49.00% AUS
Snorkel New Zealand Limited a Powered Access 49.00% NZ
a The Company's interest is held indirectly through HBWP Inc, a wholly owned
subsidiary, and its investment in Snorkel International Holdings LLC
19. Post balance sheet events
The Company issued further unsecured 10% loan notes 2025 amounting to
£125,000 on 1 March 2022 and unsecured third loan notes amounting to
£950,000 on 17 and 23 May 2022.
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