30 January 2024
Pressure Technologies
plc
("Pressure
Technologies" or "the Company" or "the Group")
2023 Full-Year
Results
Pressure Technologies plc (AIM:
PRES), the specialist engineering group, is pleased to
announce its audited results for the 52 weeks to 30
September 2023 ("FY23"), which are in line with the Group revenue
and Adjusted EBITDA1
previously announced by the Company on 3 October
2023.
The audited Annual Report and Financial
Statements will be published on the Company's website
today.
Financial Highlights
●
|
Group revenue increased 29% to £32.0 million
(2022: £24.9 million)
|
●
|
Gross profit up 68% to £8.9 million at 28%
margin (2022: £5.3 million at 21% margin)
|
●
|
Adjusted EBITDA1 of £2.1 million
(2022: Adjusted EBITDA loss of £0.9 million)
|
●
|
Adjusted operating profit2 of £0.6
million (2022: adjusted loss of £2.6 million)
|
●
|
Reported loss before tax of £1.1 million (2022:
loss of £4.0 million)
|
●
|
Reported basic loss per share of 1.8p (2022:
loss per share of 13.0p) and Adjusted basic earnings per
share3 of 0.8p (2022: loss per share of
10.2p)
|
●
|
Net debt4 of £2.4 million (2022: £3.5
million); Net bank borrowings, excluding asset finance lease
liabilities and right of use asset lease liabilities, of £nil
(2022: £0.6 million)
|
|
1
Adjusted EBITDA is earnings / loss before interest, tax,
depreciation, amortisation and other exceptional
costs
2
Adjusted operating profit / loss is operating profit/loss before
amortisation and other exceptional costs
3
Adjusted basic earnings / loss per share is reported earnings per
share before amortisation and other exceptional
costs
4
Net debt comprises cash and cash equivalents, bank borrowings,
asset finance lease liabilities and right of use asset lease
liabilities
|
Group
Highlights
●
|
FY23 has been a year of significant progress
for the Group with market conditions and order intake improving
considerably alongside delivery of operational improvements,
facilitating a return to profitability in both
divisions.
|
●
|
Group revenue in FY23 of £32.0 million (2022:
£24.9 million), representing like-for-like growth of 29% and
underpinning a return to Adjusted EBITDA profitability of £2.1
million (2022: loss of £0.9 million).
|
●
|
Order intake of £43.0 million in FY23 (2022:
£24.6 million) was 75% higher than prior year and supported a
year-end order book of £20.7 million (2022: £10.4 million), the
highest level for more than five years.
|
●
|
Having considered the improved
trading environment and outlook for the PMC division, the Board
decided to realise value through the divestment of PMC. The Group
has appointed advisors to handle the sale process which was
launched in December 2023.
|
●
|
The proceeds of the sale of PMC are
intended to repay the new Term Loan facility and fund strategic
investment opportunities at CSC to support its growth in the
hydrogen energy sector.
|
●
|
Bank borrowings were reduced by £1.5 million in
the year to £0.9 million (2022: £2.4 million), facilitated by the
improved trading performance and a fundraising of £2.1 million (net
of expenses) in December 2022.
|
●
|
Subsequent to the year-end, in November 2023,
the Group refinanced its existing debt facilities with Lloyds Bank
by arranging a new Term Loan facility of £1.5 million with Rockwood
Strategic plc and Peter Gyllenhammar AB, two of its major
shareholders. The new Term Loan facility provides
a financing bridge to the sale of PMC and is repayable upon a
successful sale of the division.
|
Chesterfield
Special Cylinders ("CSC")
●
|
CSC revenue FY23 of £20.7 million (2022: £17.6
million), driven by defence work, including the major naval
contract won in February 2023, underpinning improved margin
performance and a significant increase in divisional Adjusted
EBITDA to £3.9 million (2022: £1.1 million).
|
●
|
Defence revenue of £17.2 million (2022: £13.5
million), reflecting strong order book and new contract placements
for submarine and surface ship projects for UK and overseas
navies.
|
●
|
Largest ever contract award of £18.2 million
announced in February 2023 to supply safety-critical pressure
vessels for major UK naval new construction programme over three
years to 2025.
|
●
|
Hydrogen revenue was subdued at £2.1 million
(2022: £2.4 million) due to broader industry supply chain
constraints and was driven equally by sales of new refuelling
station storage solutions and periodic inspection, testing and
recertification services for hydrogen road trailers.
|
●
|
Enquiry levels for Integrity Management services
increased sharply during FY23, driven by growing activity in the
offshore and hydrogen energy markets. Subsequent to year-end, CSC
has commenced work on a significant Integrity Management contract
for a major defence customer.
|
●
|
CSC order intake in FY23 of £24.6 million (2022:
£15.7 million) supports a year-end order book of £11.3 million
(2022: £7.4 million), providing good revenue visibility into
FY24.
|
●
|
Operational improvements in the Sheffield
facility are delivering increased capacity and efficiency for
hydrogen cylinder and road trailer new build, inspection and
testing services.
|
Precision
Machined Components ("PMC")
●
|
PMC revenue in FY23 of £11.3 million (2022:
£7.3 million), reflecting strong recovery in the oil and gas
market.
|
●
|
PMC returned to profitability in the year with
divisional Adjusted EBITDA in FY23 of £0.1 million (2022: loss of
£0.3 million).
|
●
|
PMC order intake strengthened significantly in
FY23 and reached £18.4 million for the year (2022: £8.9 million),
an increase of over 100%, supporting a year-end order book of £9.4
million (2022: £3.0 million), the highest order book level seen in
the last five years, providing strong revenue cover into
FY24.
|
●
|
Major customers of PMC have continued to report
increased activity levels during the first quarter of
FY24.
|
Outlook
●
|
CSC will continue to focus on delivery of
current high-value defence contract milestones during the financial
year ending 30 September 2024 ("FY24") and expects to pass the peak
of activity on these contracts in the third quarter.
|
●
|
CSC then expects to re-balance its revenue
profile across UK defence programmes, global defence programmes and
the hydrogen energy market in the second half of FY24, with each of
these markets presenting significant opportunities over the
medium-term.
|
●
|
During this transitional period, CSC revenue is
expected to decline slightly on FY23 levels with a consequent
reduction in divisional profitability in FY24.
|
●
|
Despite delays in the broader hydrogen supply
chain, CSC is well positioned to secure several identified projects
in FY24 and remains positive about its prospects in the hydrogen
energy market for new build storage and transport solutions and for
the through-life inspection, testing and recertification of
hydrogen systems over the medium and longer term.
|
●
|
The announcement by UK Government in December
2023 of £90 million of funding for 11 new hydrogen projects as part
of the first Hydrogen Allocation Round (HAR1) is a positive
development providing opportunities for CSC over the next 2
years.
|
●
|
Further improvement of financial performance in
PMC is expected based on the strong order book and improving
operational performance.
|
●
|
Given these divisional trends, the
Board expects the Group's full-year FY24* revenue and Adjusted
EBITDA to be in-line with current market expectations (revenue of
£34 million and Adjusted EBITDA of £2.1 million).
* FY24 outlook includes
CSC and PMC, on the basis that PMC is not sold in FY24 and remains
a continuing operation
|
Chris Walters,
Chief Executive of Pressure Technologies plc,
commented:
"Significantly
improved performance in FY23 reflects the strong defence order book
in Chesterfield Special Cylinders and the continued recovery of oil
and gas market trading conditions in Precision Machined
Components.
In
Chesterfield Special Cylinders, the order book reached the highest
level on record following an £18.2 million contract award to supply
air pressure vessels for a major UK naval new construction
programme. This order was the largest ever for the division,
providing good visibility of high-value work into
FY24.
Despite delays in the hydrogen energy supply chain over the
past year, we remain well positioned in this emerging market to
supply static and mobile hydrogen storage solutions, and to provide
the through-life inspection, testing and recertification services
for these safety-critical systems over the medium and longer term.
The announcement in December 2023 by UK Government of the first
Hydrogen Allocation Round is positive for the market and presents
opportunities for CSC over the next two years.
In
Precision Machined Components, the recovery of order intake levels
was very strong in the year facilitating a return to profitability
for the division. In light of these improving conditions, the Board
decided to divest PMC and launched the sale process in December
2023. We are targeting completion of the sale in the third quarter
of FY24, with the sale proceeds to be used to repay the new term
loan recently arranged with two of our major shareholders and to
fund the development of CSC in the hydrogen energy
market.
We
have a clear focus on shareholder value and the delivery of
strategic objectives for the Group in FY24."
Annual General Meeting
The Annual General Meeting of the Company will
take place on Thursday 21 March 2024 at 09:30 am at the offices of
Singer Capital Markets, 1 Bartholomew Lane, London EC2N
2AX.
Notice of FY24
Interim Results
The Company expects to publish its unaudited
interim results for the half year ending 30 March 2024 by the end
of May 2024.
For further
information, please contact:
Pressure Technologies plc
Chris Walters, Chief
Executive
Steve Hammell, Chief
Financial Officer
|
Tel: 0333 015 0710
company.secretary@pressuretechnologies.co.uk
|
Singer Capital
Markets (Nomad and Broker)
Rick Thompson / Asha Chotai
|
Tel: 0207 496 3000
|
COMPANY
DESCRIPTION
www.pressuretechnologies.com
With its head office in Sheffield, the Pressure
Technologies Group was founded on its leading market position as a
designer and manufacturer of high-integrity, safety-critical
components and systems serving global supply chains in oil and gas,
defence, industrial and hydrogen energy markets.
The Group has two divisions:
· Chesterfield Special Cylinders (CSC)
- www.chesterfieldcylinders.com
· Precision Machined Components (PMC)
- www.pt-pmc.com
o Includes the Al-Met, Roota Engineering
and Martract sites.
Chair's statement
Pressure Technologies plc (the "Company") and
its subsidiaries (together "the Group") are globally recognised as
a leading provider of safety-critical pressure containment and
control products and services to customers in the defence, energy
and industrials sectors who operate in highly demanding
environments. The operating divisions of the Group are Chesterfield
Special Cylinders ("CSC") and Precision Machined Components
("PMC"). The Annual Report and Financial Statements and this
announcement cover the financial year ended 30 September 2023
("FY23").
FY23 has been a year of significant progress for
the Group. Market conditions and order intake have improved
considerably, we have made significant operational improvements,
facilitating a return to profitability in both divisions, and we
have reduced our debt levels and restructured our financing. This
provides a solid foundation to deliver on our strategic priorities
in the year ahead.
I am pleased to report that in FY23 we won new
orders of £43.0 million (FY22: £24.6 million), an increase of
75%.
On 6 February 2023, we announced the award of a
£18.2 million major defence contract, propelling CSC order intake
in FY23 to £24.6 million (FY22: £15.7 million). Moreover, PMC order
intake was £18.4 million (FY22: £8.9 million), an increase of over
100%, and has accelerated since March 2023 when we won a record
£3.0 million order from an established international OEM customer
for the supply of flow control components and sub-assemblies. The
OEM customers of PMC continue to forecast strong recovery in demand
for specialised components for oil and gas exploration and
production projects over the next three to five years. The order
book of the Group at the end of the year was £20.7 million (FY22:
£10.4 million), positioning the Group well for FY24.
The Group delivered much improved financial
performance in FY23. Group revenue was £32.0 million (FY22: £24.9
million), facilitating a return to profitability with Adjusted
EBITDA of £2.1 million (FY22: Adjusted EBITDA loss of £0.9
million). The turnaround in performance started in the first half
of the year and accelerated in the final quarter as the full
benefits of our investments in operational efficiency and
continuous improvement in our manufacturing facilities were
realised.
CSC performed very strongly in FY23, reporting
revenue of £20.7 million (FY22: £17.6 million) and Adjusted EBITDA
of £3.9 million (FY22: £1.1 million), delivering an operating
margin of 19%. The rapid improvement in profitability was driven by
the major defence contract won in the year which continues to
provide order cover into FY24. We are also encouraged by
diversification opportunities for pressure system inspection and
testing services, including Integrity Management field deployments
and cylinder reconditioning and recertification services. These
activities cover established defence and offshore markets, while
new opportunities are developing for industrial gas and hydrogen
storage applications.
CSC is also very well positioned in the emerging
market for hydrogen storage and transportation. However, order
placement by established and new customers was slower than expected
during FY23, influenced by constraints and delays in the supply
chain for components required in the generation and compression of
hydrogen for refuelling and decarbonisation projects. Despite these
delays, we are hopeful of securing several contracts during FY24
and remain positive about our prospects in the hydrogen energy
market for new build storage and transport solutions and for the
through-life inspection, testing and recertification of hydrogen
systems over the medium and longer term.
PMC delivered a significant turnaround in
performance in FY23, reporting revenue of £11.3 million (FY22: £7.3
million) and Adjusted EBITDA of £0.1 million (FY22: Adjusted EBITDA
loss of £0.3 million), achieving a return to full-year
profitability. The final quarter of FY23 was particularly strong,
with a substantial increase in activity levels following the surge
in order intake mid-way through the year. Conditions in the oil and
gas market have improved further during the second half of the
year, supported by a rising oil price, such that PMC exited FY23
with an order book of £9.4 million (FY22: £3.0 million), the
highest level seen in the last 5 years. The division is well placed
to carry this momentum into FY24.
Having considered the current trading
environment, improved outlook and positive developments being made
by PMC, the Board has decided that the timing is now favourable to
realise value through the divestment of the PMC
division.
The Group has appointed advisors to
handle the sale process which was launched in December 2023. The
sale process is expected to run for approximately 6 months into the
third quarter FY24. The proceeds of the sale are intended to repay
the new Term Loan facility and fund strategic investment
opportunities at CSC to support its growth in the hydrogen energy
sector.
The Group has strengthened its financing
position considerably during the year. On 6 December 2022, we
completed a £2.1 million equity fundraise with support from
institutional and retail shareholders. The funds raised provided
important flexibility and liquidity during the first half of FY23
as a bridge to stronger cash generation from major contracts in CSC
and the return to profitability in PMC, whilst supporting a debt
repayment of £0.5 million to Lloyds Banking Group in March 2023.
With the improvement in trading performance and cashflow delivered
in the second half of the year, a further debt repayment of £1.0
million was made on 30 September 2023, reducing the balance payable
to Lloyds to £0.9 million.
Subsequent to the year-end, on 14 November 2023,
the Group exited its existing Revolving Credit Facility, provided
by Lloyds, by arranging a new Term Loan facility of £1.5 million
with Rockwood Strategic plc and Peter Gyllenhammar AB, two of its
major shareholders. The new Term Loan facility
provides a financing bridge to the sale of PMC and is repayable
upon a successful sale of the division. In
conjunction with the provision of the new Term Loan,
Rockwood
Chair's statement
(continued)
and Gyllenhammar were issued with
1,933,358 warrants in aggregate (representing 5% of the issued
share capital) to subscribe for ordinary shares in the Company at a
price of 32 pence per share.
During the year, the Board also strengthened the
Executive team. In April 2022, we welcomed Chris Webster to the
Group as Chief Operating Officer. Chris has brought considerable
operational experience to the business based on his 30 year career
in manufacturing and has delivered positive, controlled change
across all sites, improving production efficiencies, supply chain
controls and project management disciplines. These operational
improvement initiatives have been critical to returning the Group
to profitability and improving its financial position.
On 17 January 2023, we announced the appointment
of Steve Hammell as Chief Financial Officer. Steve joined the Board
in May 2023 and brings considerable financial expertise to the
Group based on his 25 year career in corporate finance and
industry. Since arriving, he has led the appointment of new
auditors, improved our forecasting procedures, driven the
successful refinancing process and initiated the sale process for
PMC.
I am also pleased that Richard Staveley of
Rockwood Strategic plc, a major shareholder in the Company, joined
the Board as a non-executive director from 23 May 2023 and played a
central role in delivering the refinancing.
The Group will continue to prioritise investment
in the skills and development of its people. The Board are mindful
that the capabilities of CSC and PMC are dependent on building the
qualifications and experience of our employees and has therefore
remained committed to its apprenticeship programme, growing the
skilled workers of the future. The Board also emphasises
improvement in its health and safety and environmental performance,
investing in safety enhancing projects. We continue to place a high
premium on our technical and engineering expertise that underpins
the performance of our products and services for the benefit of our
customers.
With a much stronger order book, a strengthened
Executive team and clear strategic priorities for the Group, we are
very excited about the opportunities presented to the Group as we
look into 2024.
Nick
Salmon
Chair
30 January 2024
Business and
financial review
Group
FY23 has been a year of significant progress for
the Group. Market conditions and order intake improved consistently
as the year progressed and we made significant operational
improvements, facilitating a return to trading
profitability.
New order intake in FY23 was £43.0 million
(FY22: £24.6 million), an increase of 75%. On 6 February 2023, we
announced the award of a £18.2 million major defence contract,
propelling CSC order intake in FY23 to £24.6 million (FY22: £15.7
million). Moreover, PMC order intake was £18.4 million (FY22: £8.9
million), an increase of over 100%, and has accelerated since March
2023 when we won a record £3.0 million order from an established
international OEM customer.
The turnaround in financial performance started
in the first half of the year and accelerated in the final quarter
as the full benefits of our investments in operational efficiency
and continuous improvement in our manufacturing facilities were
realised.
Group revenue for the year was £32.0 million
(2022: £24.9 million) and Adjusted EBITDA was £2.1 million (2022:
Adjusted EBITDA loss of £0.9 million). The Group reported adjusted
operating profit for the year of £0.6 million (2022: adjusted
operating loss of £2.6 million).
The order book of the Group at the end of the
year was £20.7 million (FY22: £10.4 million), positioning the Group
well for FY24.
£
million
|
2023
|
2022
|
2021
|
2020
|
2019
|
Group
Revenue
|
32.0
|
24.9
|
25.3
|
25.4
|
28.3
|
Defence
|
17.2
|
13.5
|
11.1
|
5.1
|
9.1
|
Hydrogen
Energy
|
2.1
|
2.4
|
2.2
|
0.2
|
0.7
|
Oil &
Gas
|
11.8
|
7.9
|
6.1
|
14.9
|
16.3
|
Industrial
|
0.9
|
1.1
|
5.9
|
5.2
|
2.2
|
Group Gross
margin
|
28%
|
21%
|
23%
|
21%
|
32%
|
Group Adjusted
EBITDA
|
2.1
|
(0.9)
|
0.1
|
(0.8)
|
3.5
|
Group Operating profit /
(loss) before amortisation, impairments and exceptional
costs
|
0.6
|
(2.6)
|
(1.5)
|
(2.4)
|
2.2
|
Group Loss before
taxation
|
(1.1)
|
(4.0)
|
(5.0)
|
(20.0)
|
(0.5)
|
The Group reported a loss before taxation of
£1.1 million (2022: loss of £4.0 million) due to exceptional costs
of £1.3 million (2022: £1.0 million) and finance costs of £0.4
million (2022: £0.3 million).
The exceptional costs related to professional
fees incurred in the proposed refinancing of the banking facilities
of the Group during the year, corporate finance advisory fees
exploring the potential sale of PMC in the first half of the year
and the costs of re-organising the senior management of the
Group.
Business and
financial review (continued)
Chesterfield
Special Cylinders
£ million
|
2023
|
2022
|
2021
|
2020
|
2019
|
Revenue
|
20.7
|
17.6
|
18.9
|
11.2
|
13.9
|
Defence
|
17.2
|
13.5
|
11.1
|
5.1
|
9.1
|
Hydrogen Energy
|
2.1
|
2.4
|
2.2
|
0.2
|
0.7
|
Oil and Gas
|
0.9
|
1.0
|
0.3
|
1.0
|
2.2
|
Industrial
|
0.5
|
0.7
|
5.3
|
4.9
|
1.9
|
Gross margin
|
34%
|
26%
|
30%
|
26%
|
36%
|
Adjusted EBITDA
|
3.9
|
1.1
|
2.6
|
0.5
|
2.6
|
Operating profit / (loss) before amortisation, impairments and
exceptional costs
|
3.1
|
0.4
|
2.0
|
(0.1)
|
2.1
|
Chesterfield Special Cylinders ("CSC") delivered
revenue of £20.7 million (FY22: £17.6 million) and Adjusted EBITDA
of £3.9 million (2022: 1.1 million), a much improved performance in
the year. The division reported adjusted operating profit of £3.1
million (FY22: £0.4 million).
CSC's order intake in FY23 was £24.6 million
(FY22: £15.7 million), an increase of 57%. This supported a
year-end order book of £11.3 million (2022: £7.4 million),
positioning the division well for FY24.
The recovery in revenue, to the highest level
seen in the last 5 years, was driven by work for the defence
sector. On 6 February 2023, the Group announced the major contract
placement by a major UK naval customer for pressure vessel
manufacturing for a new construction project. This contract,
valued at £18.2 million, is the largest ever awarded to CSC and
will be delivered to the customer over three years. Activity on the
contract commenced immediately upon placement and accelerated in
the final quarter of FY23, driving revenue and Adjusted EBITDA for
the year.
CSC was also active on contracts for global
defence customers in France and Australia during the year. We
expect revenue from global defence to increase further in
FY24.
Revenue for Integrity Management field services
from defence customers was below expectations in the year at £1.2
million (2022: 1.8 million) due to the postponement of several
naval vessel deployments. However, we expect Integrity Management
to resume profitable growth in FY24.
The significant increase in defence revenue, up
27% on prior year, was the main driver of the improvement in gross
margin to 34% (2022: 26%), reflecting CSC's strong competitive
position in the defence supply chain.
Growth opportunities for Integrity Management
services more generally remain strong in key markets of defence,
offshore services, nuclear and industrial ground storage.
Enquiry levels from offshore services customers increased sharply
during FY23, driven by growing activity in the market to support
offshore oil and gas projects. Integrity Management has the
potential to provide recurring revenue streams at attractive
margins and is a key strategic priority for FY24.
Revenue from hydrogen projects in the year was
£2.1 million (2022: £2.4 million), reflecting lower order placement
by customers during the year due to broader supply chain
challenges, including performance issues with electrolysers and
extended lead times for gas compression systems.
Whilst these supply chain issues for
electrolysers and gas compression systems are affecting refuelling
and decarbonisation project schedules, the opportunities pipeline
continues to develop for hydrogen ground storage and road trailers
in the UK and Europe.
Business and
financial review (continued)
The growing road trailer opportunity reflects
the increasing demand for the flexible and cost-effective
transportation of hydrogen, in which CSC is well placed to deliver
solutions for established operators and new entrants. In
addition, in-situ testing and factory reconditioning of hydrogen
storage and transportation systems present additional exciting
growth opportunities for CSC. Throughout the year, CSC continued to
raise the profile of its hydrogen capabilities, products and
services during events and exhibitions held in the UK and
Europe.
Based on market evaluation and evolving customer
requirements, we are currently developing solutions for higher
storage pressures and efficient road trailer
designs. Operational improvements in the Sheffield facility
have delivered increased capacity and efficiency for hydrogen road
trailer assembly and for reconditioning, inspection and testing
services and we remain focused on delivering improved revenue and
contract margins from these growth areas.
In December 2023, UK Government announced the
award of £90 million of funding for the construction of 11 UK
hydrogen projects as part of the first Hydrogen Allocation Round
(HAR1). The first projects are expected to be operational in 2025.
CSC has developed commercial relationships with a number of these
new UK projects providing a pipeline of opportunities for the next
two years.
Precision
Machined Components
£ million
|
2023
|
2022
|
2021
|
2020
|
2019
|
Revenue
|
11.3
|
7.3
|
6.4
|
14.2
|
14.4
|
Oil and Gas
|
10.9
|
6.9
|
5.7
|
13.9
|
14.0
|
Industrial
|
0.4
|
0.4
|
0.7
|
0.3
|
0.4
|
Gross margin
|
17%
|
11%
|
11%
|
17%
|
29%
|
Adjusted EBITDA
|
0.1
|
(0.3)
|
(0.8)
|
0.2
|
2.6
|
Operating (loss) / profit before amortisation, impairments and
exceptional costs
|
(0.6)
|
(1.1)
|
(1.6)
|
(0.7)
|
1.9
|
Precision Machined Components (PMC) delivered
revenue of £11.3 million (2022: £7.3 million) and Adjusted EBITDA
of £0.1 million (2022: Adjusted EBITDA loss of £0.3 million). The
division reported an adjusted operating loss of £0.6 million (2022:
adjusted operating loss of £1.1 million). This is an
encouraging performance during a critical recovery period for the
oil and gas sector and positions the division well for
FY24.
PMC's order intake in FY23 was £18.4 million
(FY22: £8.9 million), an increase of over 100%. This supported a
year-end order book of £9.4 million (2022: £3.0 million),
substantially above prior year and at the highest level seen in the
last 5 years, providing strong revenue visibility into
FY24.
Order intake from the oil and gas sector
accelerated from March 2023 following a record £3.0 million order
from an established international OEM customer. Moreover, the OEM
customers of PMC continue to forecast strong recovery in demand for
specialised components for oil and gas exploration and production
projects over the next three to five years.
At Roota Engineering, the demand for subsea well
intervention tools, valve assemblies and control module components
has recovered strongly as major OEM customers including Expro,
Halliburton, Schlumberger and Aker continue to report a stronger
oil and gas market outlook for 2024 and are investing heavily in
their global manufacturing capacity to support growth in oil and
gas production, principally from South America, West Africa, US
Gulf of Mexico, Middle East and North Sea regions. The recovery of
Roota's revenue and profitability has been supported by successful
recruitment, skills development and specialist engineering
software, increasing the capacity to meet the growing demand and
extended product range for a broader customer base. This supported
a significant step-up in activity levels at Roota in the third and
fourth quarters of FY23 with resilient margins reported.
Al-Met has remained focused on the improvement
of operational performance, efficiency and competitiveness and is
well positioned for a recovery in demand for precision,
high-pressure valve control components. On 27 March 2023, the Group
announced that Al-Met had been awarded an unprecedented order of
£3.0 million from an
international OEM customer for the supply of
flow control components and sub-assemblies used in high-pressure
extreme service oil and gas applications.
This order supported a significant ramp-up of
activity in the fourth quarter of FY23 at Al-Met. However, Al-Met's
margins have remained challenged during this recovery phase and are
not expected to show material improvement until the middle of FY24.
To support this recovery in margins, the Group has
prioritised capital investment at Al-Met that reduces dependency on
sub-contractors and drives raw material savings.
Business and
financial review (continued)
On 24 October 2023, the Group announced that
having considered the current trading environment,
improved outlook and the improved financial performance of
PMC in the second half of FY23, the timing was favourable to
realise value through the divestment of the PMC division. The Board
has appointed DSW Corporate Finance to handle the sale process
which was launched in December 2023.
Central
Costs
£ million
|
2023
|
2022
|
2021
|
2020
|
2019
|
Cash
costs
|
(1.9)
|
(1.7)
|
(1.7)
|
(1.4)
|
(1.6)
|
Depreciation
|
(0.1)
|
(0.2)
|
(0.2)
|
(0.2)
|
(0.1)
|
Operating loss
|
(2.0)
|
(1.9)
|
(1.9)
|
(1.6)
|
(1.7)
|
Central costs include the following
items:
· the employment
costs of the Board of Directors;
· the employment
costs of central staff who undertake group-wide
activities;
· administration
costs incurred by Directors and central staff;
· the regulatory
costs of operating as a public limited company quoted on the London
Stock Exchange; and
· depreciation of
assets held centrally.
Central cash costs increased to £1.9 million in
the year (2022: £1.7 million) due to inflationary cost
pressures.
Financial
review
Financial performance
Revenue &
Profitability
Record new defence orders and improving market
conditions in the oil and gas market have underpinned a significant
improvement in performance in FY23. Group revenue of £31.9 million
was 28% higher than last year (2022: £24.9 million) and has helped
drive gross profit to £8.9 million at 28% margin (2022: £5.3
million at 21% margin).
The Group's gross margin improvement has been
driven by achievement of high-value milestones on UK defence
contracts, boosting CSC gross margin to 34% (2022: 26%). In
addition, the higher level of activity and throughput at PMC,
improving asset utilisation, has increased PMC gross margins to 17%
(2022: 11%), contributing to the increase in Group
margins.
Overhead costs increased in the year to £8.4
million (2022: £7.9 million). This increase has been driven by the
need to re-build the capability of the organisation following the
Covid-19 pandemic in order to maximise future growth opportunities
in CSC and PMC. The overhead base has also been impacted by the
high levels of cost inflation experienced during the year driving
increased IT, recruitment, marketing and travel costs.
The Group reported adjusted operating profit of
£0.6 million (2022: adjusted operating loss of £2.6 million) in the
year. Allowing for depreciation charges of £1.5 million (2022: £1.7
million), the Group delivered Adjusted EBITDA of £2.1 million in
the year (2022: Adjusted EBITDA loss of £0.9 million),
demonstrating the strong turnaround in underlying financial
performance.
Exceptional
costs
Exceptional costs of £1.3 million (2022: £1.0
million) were incurred in the year relating to professional fees
incurred in the proposed refinancing of the banking facilities of
the Group during the year, corporate finance advisory fees in
relation to the potential sale of PMC in the first half of the year
and the costs of re-organising the senior management of the
Group.
Impairment
Review
The Group
tests annually for impairment, in accordance with IAS 36, if there
are indicators that intangible or tangible fixed assets might be
impaired.
The
impairment methodology identifies two Cash Generating Units
("CGU's") within the Group, being CSC and PMC. Each CGU is assessed
for potential indicators of impairment, including internal or
external factors or events that
could
reduce the recoverable value of the fixed assets of the Group. If
indicators of impairment are identified, a full impairment review
is undertaken to determine the recoverable amount of the
CGU.
Business and
financial review (continued)
The
recoverable amount of a CGU is determined using a discounted
cashflow model that is based upon a five-year forecast period. The
forecast takes into account the firm order book, sales pipeline and
market opportunities of the CGU, together with expected gross
margin performance and consideration of the cost base, planned
capital expenditure and estimated working capital needs of the CGU.
A long-term growth assumption is applied beyond the five-year
forecast period. The future cashflows are then discounted to a
present, recoverable value by applying a risk-adjusted pre-tax
discount rate.
As detailed further in
note 2 to the accounts, an impairment review was undertaken for
each of CSC and PMC. The review concluded that no impairment was
required in these financial statements.
The Group holds
freehold land and buildings, including CSC's main facility at
Meadowhall Road, Sheffield. As part of discussions with the
Group's bankers during the year, the Directors obtained two
valuations from two independent chartered surveyors of this
freehold land and buildings, which indicated that no impairment of
this asset was required.
Taxation
The tax credit for the
year was £0.4 million (2022: tax charge £0.1 million). The current
year tax credit was principally due to a £0.4 million receipt in
respect of R&D tax credit claims submitted in the year in
respect of FY21 and FY22.
Corporation tax
refunded in the year totalled £0.4 million (2022: £0.1
million).
Loss per
share
Basic loss per share
was 1.8 pence (2022: loss per share 13.0 pence). Allowing for
add-back of exceptional costs and amortisation charges, adjusted
earnings per share was 0.8 pence (2022: adjusted loss per share of
10.2 pence).
Dividends
No dividends were paid
in the year (2022: nil) and no dividends have been declared in
respect of the year ended 30 September 2023 (2022: nil).
Distributable reserves in the parent company totalled £2.6 million
at year end (2022: £5.7 million).
Operating cash
flow, capital expenditure and cash flow before
financing
Operating cash flow
was £1.2 million (2022: £1.8 million), driven by Adjusted EBITDA of
£2.1 million (2022: Adjusted EBITDA loss of £0.9 million),
accounting add-backs of £0.3 million (2022: deductions of £0.3
million) and working capital outflows of £1.2 million (2022:
inflows of £3.0 million). Key movements within working capital in
the year included the build-up of inventory across the Group as a
result of the increased activity in the second half of the
year.
Capital expenditure in
the year was £0.6 million (2022: £0.5 million) incurred principally
to replace plant and equipment for productive use. Proceeds from
the disposal of fixed assets was £0.2 million (2022: £2.1 million
from sale and leaseback of property).
Allowing for
exceptional costs of £1.3 million (2022: £1.0 million), finance
costs of £0.4 million (2022: £0.3 million) and corporation tax
refunds of £0.4 million (2022: £0.1 million), cash flow before
financing was an outflow of £0.5 million (2022: inflow of £2.2
million).
Financing and liquidity
On 6 December 2022, the Group completed a £2.1
million equity fundraise (net of transaction costs) with support
from institutional and retail investors. The funds raised provided
important flexibility and liquidity during the first half of FY23
and a bridge to profitable, cash-generative trading driven by the
commencement of major defence contracts in CSC and recovering order
intake in PMC.
The cash balance at 30 September 2023 was £0.9
million (2022: £1.8 million). The reduction in cash of £0.9 million
was driven by the equity fundraise of £2.1 million, the cash
outflow before financing of £0.5 million, the repayment of
borrowings of £1.5 million and the repayment of lease liabilities
of £1.0 million.
Net debt at 30 September 2023 was £2.4 million
(2022: £3.5 million). The reduction in net debt of £1.1
million was driven by the equity fundraise of £2.1 million,
partially offset by the cash outflow before financing of £0.5
million and new lease liabilities of £0.5 million.
Subsequent to the end of FY23, on 14 November
2023, the Group exited its existing debt facilities provided by
Lloyds Banking Group by arranging a new Term Loan facility of £1.5
million with Rockwood Strategic plc and Peter
Gyllenhammar AB, two of its major shareholders.
The new Term Loan is committed for a period of 5 years and is
secured against the assets of the Group.
Business and
financial review (continued)
In conjunction with the provision of
the new Term Loan, Rockwood and Gyllenhammar were issued with
1,933,358 warrants in aggregate (representing 5% of the issued
share capital) to subscribe for ordinary shares in the Company at a
price of 32 pence per share, representing a 20% premium to the
closing share price on 23 October 2023 (being the day prior to the
announcement of the new facility). The warrants may be exercised at
any time in the 5 years following drawdown of the new facility and
continue to be exercisable in the event the facility is repaid
before its final expiry.
Going concern
These financial statements have been prepared on
the going concern basis.
The Directors have prepared financial
projections for the period to September 2025 and these demonstrate
that the Group can operate within its existing financing facilities
and meet is financial obligations as they fall due.
The base case projections recognise that the
Group remains dependent on the profitability of CSC which is
currently dependent on large UK defence contracts. During the
projection period, CSC is expected to undergo a period of
transition, with revenue from UK defence contracts falling and
revenue from the hydrogen energy market and global defence
customers expected to increase. Over the short-term, this is
expected to result in lower revenues and earnings for CSC, which is
factored into the financial projections. The base case projections
also recognise the much improved performance of PMC and the more
favourable outlook for the oil and gas market.
The Directors have also developed downside
scenarios and have modelled reasonably possible delays to delivery
of UK defence milestones and delays to placement of major orders
from new hydrogen customers. In the event of such delays, the Group
would look to mitigate the impact, partially or fully, by pulling
forward contracted work from other customers, and through normal
working capital management and other cash preservation
initiatives.
Reflecting management's confidence in delivering
large UK defence contracts and winning new hydrogen contracts, and
having refinanced its debt facilities in November 2023, the
Directors have concluded that the Group does have sufficient
financial resources to meet its obligations as they fall due for
the next 12 months and no material uncertainty relating to Going
Concern has been identified.
Outlook
During FY24, CSC expects to pass the peak of
activity on current high-value defence contract milestones and will
seek to re-balance its revenue profile across global defence
programmes and the hydrogen energy market, with each of these
markets presenting significant opportunities over the medium-term.
During this transitional period, CSC revenue is expected to decline
slightly on FY23 levels with a consequent reduction in divisional
profitability in FY24.
PMC continues to see increasing demand from
customers and improving operational performance. The momentum in
order intake provides significant confidence in delivering an
improved full-year FY24 performance for the PMC division. As
previously announced, this improved trading environment underpins
the decision of the Board to divest PMC.
Given these divisional trends, the
Board expects the Group's full-year FY24* revenue and Adjusted
EBITDA to be in-line with current market expectations (revenue of
£34 million and Adjusted EBITDA of £2.1 million).
* FY24 outlook includes
CSC and PMC, on the basis that PMC is not sold in FY24 and remains
a continuing operation
Chris
Walters
Chief
Executive
30 January 2024
Consolidated statement of comprehensive
income
For the 52 week period ended 30
September 2023
|
|
|
|
|
Notes
|
52 weeks ended
30 September
2023
|
52 weeks
ended
1 October
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
Revenue
|
1
|
31,944
|
24,939
|
|
|
|
|
Cost of sales
|
|
(23,001)
|
(19,680)
|
|
|
|
|
Gross
profit
|
|
8,943
|
5,259
|
|
|
|
|
Administration expenses
|
|
(8,398)
|
(7,883)
|
|
|
|
|
Operating profit / (loss) before
amortisation and exceptional costs
|
|
545
|
(2,624)
|
Separately
disclosed items of administration expenses:
|
|
|
|
Amortisation
|
5
|
-
|
(101)
|
Exceptional costs
|
6
|
(1,255)
|
(968)
|
Total
administration expenses
|
|
(9,653)
|
(8,952)
|
|
|
|
|
Operating
loss
|
|
(710)
|
(3,693)
|
Finance costs
|
3
|
(406)
|
(292)
|
|
|
|
|
Loss before
taxation
|
4
|
(1,116)
|
(3,985)
|
Taxation
|
7
|
437
|
(52)
|
|
|
|
|
Loss for the
period attributable to the owners of the parent
|
|
(679)
|
(4,037)
|
|
|
|
|
Other
comprehensive income / (expense) to be reclassified to profit or
loss in subsequent periods:
Currency exchange differences on translation of
foreign operations
|
|
12
|
(5)
|
|
|
|
|
Total other
comprehensive income / (expense)
|
|
|
12
|
(5)
|
|
|
|
|
|
|
|
|
|
Total
comprehensive expense for
the period
attributable to the owners of the parent
|
|
(667)
|
(4,042)
|
|
|
|
|
|
|
|
|
Basic loss per
share
|
|
|
|
From loss for the period
|
8
|
(1.8)p
|
(13.0)p
|
|
|
|
|
Diluted loss
per share
|
|
|
|
From loss for the period
|
8
|
(1.8)p
|
(13.0)p
|
|
|
|
|
Consolidated statement of financial
position
As at 30
September 2023
|
|
|
|
|
|
|
|
Notes
|
30 September
2023
|
1 October
2022
|
|
|
|
|
£'000
|
£'000
|
|
|
Non-current
assets
|
|
|
|
|
|
Property, plant and equipment
|
|
10,287
|
11,197
|
|
|
Deferred tax asset
|
|
700
|
663
|
|
|
|
|
|
|
|
|
|
|
10,987
|
11,860
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Inventories
|
|
5,570
|
4,556
|
|
|
Trade and other receivables
|
|
9,384
|
9,331
|
|
|
Cash and cash equivalents
|
|
945
|
1,783
|
|
|
Current tax
|
|
58
|
58
|
|
|
|
|
|
|
|
|
|
|
15,957
|
15,738
|
|
|
|
|
|
|
|
|
Total
assets
|
|
26,944
|
27,598
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Trade and other payables
|
|
(9,326)
|
(9,477)
|
|
|
Borrowings - revolving credit
facility
|
9
|
(907)
|
(2,407)
|
|
|
Lease liabilities
|
10
|
(697)
|
(839)
|
|
|
|
|
|
|
|
|
|
|
(10,930)
|
(12,723)
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
Other payables
|
|
(12)
|
(32)
|
|
|
Lease liabilities
|
10
|
(1,704)
|
(2,037)
|
|
|
Deferred tax liabilities
|
|
(712)
|
(703)
|
|
|
|
|
|
|
|
|
|
|
(2,428)
|
(2,772)
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
(13,358)
|
(15,495)
|
|
|
|
|
|
|
|
|
Net
assets
|
|
13,586
|
12,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
|
1,933
|
1,553
|
|
|
Share premium account
|
|
1,699
|
-
|
|
|
Translation reserve
|
|
(253)
|
(265)
|
|
|
Retained earnings
|
|
10,207
|
10,815
|
|
|
|
|
|
|
|
|
Total
equity
|
|
13,586
|
12,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Consolidated
statement of changes in equity
For the 52 week
period ended 30 September 2023
|
Notes
|
Share
capital
|
Share
premium
account
|
Translation reserve
|
Retained earnings
|
Total
equity
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Balance at 2
October 2021
|
|
1,553
|
-
|
(260)
|
15,784
|
17,077
|
Prior period adjustment*
|
14
|
-
|
-
|
-
|
(1,054)
|
(1,054)
|
|
|
|
|
|
|
|
Restated
balance at 2 October 2021
|
|
1,553
|
-
|
(260)
|
14,730
|
16,023
|
|
|
|
|
|
|
|
Share based payments
|
|
-
|
-
|
-
|
122
|
122
|
|
|
|
|
|
|
|
Transactions with owners
|
|
-
|
-
|
-
|
122
|
122
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
(4,037)
|
(4,037)
|
Other comprehensive expense:
Exchange differences on translating foreign
operations
|
|
-
|
-
|
(5)
|
-
|
(5)
|
|
|
|
|
|
|
|
Total comprehensive
expense
|
|
-
|
-
|
(5)
|
(4,037)
|
(4,042)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1
October 2022
|
|
1,553
|
-
|
(265)
|
10,815
|
12,103
|
|
|
|
|
|
|
|
Shares issued
|
|
380
|
1,699
|
-
|
-
|
2,079
|
Share based payments
|
|
-
|
-
|
-
|
71
|
71
|
|
|
|
|
|
|
|
Transactions with owners
|
|
380
|
1,699
|
-
|
71
|
2,150
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
-
|
-
|
(679)
|
(679)
|
Other comprehensive income:
Exchange differences on translating foreign
operations
|
|
-
|
-
|
12
|
-
|
12
|
|
|
|
|
|
|
|
Total comprehensive
income / (expense)
|
|
-
|
-
|
12
|
(679)
|
(667)
|
|
|
|
|
|
|
|
Balance at 30
September 2023
|
|
1,933
|
1,699
|
(253)
|
10,207
|
13,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
*A restatement of the Consolidated statement of
changes in equity for the year ended 2 October 2021 was undertaken
to correct an error which related to the incorrect treatment of
certain contract accounting transactions (see Note 14).
Consolidated statement of cash
flows
For the 52 week
period ended 30 September 2023
|
Notes
|
52 weeks ended
30 September
2023
|
52 weeks
ended
1 October
2022
|
|
|
£'000
|
£'000
|
Operating activities
|
|
|
|
Operating cashflow
|
11
|
1,223
|
1,787
|
Exceptional costs
|
|
(1,255)
|
(968)
|
Finance costs paid
|
|
(406)
|
(292)
|
Income tax refunded
|
|
408
|
138
|
|
|
|
|
Net cash
(outflow) / inflow from operating activities
|
|
(30)
|
665
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
Proceeds from sale of fixed assets
|
|
178
|
2,063
|
Purchase of property, plant and
equipment
|
|
(576)
|
(536)
|
|
|
|
|
Net cash
(outflow) / inflow from investing activities
|
|
(398)
|
1,527
|
|
|
|
|
|
|
|
|
Net cash
(outflow) / inflow before financing
|
|
(428)
|
2,192
|
|
|
|
|
Financing activities
|
|
|
|
Shares issued (net of transaction
costs)
|
|
2,079
|
-
|
Repayment of borrowings
|
|
(1,500)
|
(2,366)
|
Repayment of lease liabilities
|
|
(989)
|
(1,260)
|
|
|
|
|
Net cash
outflow from financing activities
|
|
(410)
|
(3,626)
|
|
|
|
|
|
|
|
|
Net decrease in
cash and cash equivalents
|
|
(838)
|
(1,434)
|
|
|
|
|
Cash and cash
equivalents at beginning of period
|
|
1,783
|
3,217
|
|
|
|
|
Cash and cash
equivalents at end of period
|
|
945
|
1,783
|
|
|
|
|
Bank borrowings
|
|
(907)
|
(2,407)
|
Lease liabilities
|
|
(2,401)
|
(2,876)
|
|
|
|
|
Net
Debt
|
12
|
(2,363)
|
(3,500)
|
|
|
|
|
|
|
|
|
Accounting Policies
1. Basis of
preparation
The consolidated financial statements have been
prepared in accordance with UK-adopted International Accounting
Standards, in conformity with the requirements of the Companies Act
2006. The financial statements are made up to the Saturday nearest
to the period end for each financial period.
Pressure Technologies plc, company number
06135104, is incorporated and domiciled in the United Kingdom. The
registered office address is Pressure Technologies Building,
Meadowhall Road, Sheffield, South Yorkshire, S9 1BT.
The Group has applied all accounting standards
and interpretations issued relevant to its operations for the
period ended 30 September 2023. The consolidated financial
statements have been prepared on a going concern basis.
The summary accounts set out above do not
constitute statutory accounts as defined by Section 434 of the UK
Companies Act 2006. The summarised consolidated statement of
comprehensive income, the summarised consolidated balance sheet at
30 September 2023, the summarised consolidated statement of
comprehensive income, the summarised consolidated statement of
changes in equity and the summarised consolidated statement of cash
flows for the period then ended have been extracted from the
Group's 2023 statutory financial statements upon which the
auditor's opinion is unqualified and did not contain a statement
under either sections 498(2) or 498(3) of the Companies Act 2006.
The audit report for the period ended 30 September 2023 did not
contain statements under sections 498(2) or 498(3) of the Companies
Act 2006.
The statutory financial statements for the
period ended 30 September 2023 were approved by the directors on 29
January 2024 but have not yet been delivered to the Registrar of
Companies. The statutory financial statements for the period ended
1 October 2022 have been delivered to the Registrar of
Companies.
2. Going concern
The financial statements have been prepared on a
going concern basis. The Group and Company's business activities,
together with the factors likely to affect its future development,
performance and position, are set out in the Group Strategic
Report. The principal risks and uncertainties are set out on pages
19 to 23 of the financial statements.
The Directors must consider and determine
whether the Group has sufficient financial resources to meet its
obligations as they fall due for a period of not less than 12
months from the date of approval of these accounts.
In making this assessment, the Directors have
considered a range of factors, including the prospects for the
markets the Group serves; the position and intentions of
competitors; the customer base of the Group and any reliance on a
small number of customers; the supply chain of the Group and any
reliance on key suppliers; staff attrition and the risk of losing
any key members of staff; any actual or threatened litigation;
relationships with HMRC and regulators; historic, current and
projected financial performance and cash flow; relationships with
debt and equity funders and the likely availability of external
funding; and the plans and intentions of management. The Directors
have also considered the economic backdrop and geopolitical risks
to economic activity from the Russia-Ukraine conflict and
instability in the Middle East.
In undertaking their assessment, the Directors
have prepared financial projections for a period of at least 12
months from the date of approval of these accounts. The current
economic conditions have introduced additional uncertainty into the
Directors assessment, such that future potential outcomes are more
difficult to estimate. The Directors have therefore considered a
number of sensitivities to their projections to quantify potential
downside risks to future financial performance.
On 14 November 2023, the Group exited its
Revolving Credit Facility with Lloyds Bank by raising a new term
loan facility ("the Facility") of £1.5 million from two of its
major shareholders. The Facility is committed for a period of five
years and is not subject to any financial covenant tests. The
Facility is subject to capital repayments of £0.5 million during
the projection period which have been factored into the Directors'
assessment.
Management have produced projections for the
period up to September 2025 for the Group, CSC and PMC, taking
account of reasonably plausible changes in trading performance and
market conditions, which have been reviewed by the Directors. In
particular, the projections reflect that:
· the Group remains
principally dependent on profitability at CSC;
· CSC is currently
dependent on large UK defence contracts for its profitability.
During the projection period, CSC is expected to undergo a period
of transition, with revenue from UK defence contracts falling and
revenue from the hydrogen energy market and global defence
customers increasing. Over the short-term, this is expected to
result in lower revenues and earnings for CSC, which is factored
into the financial projections. However, there remain both internal
and external risks to CSC's performance over the projection
period;
· the recent
significantly improved trading in the PMC division as oil and gas
markets recover, following unprecedented order intake levels which
have resulted in an order book of £9.4 million as at 30 September
2023, the highest ever order book level for the
division.
Accounting policies
(continued)
2. Going concern
(continued)
The base case forecast demonstrates that the
Group is projected to:
· generate profits
and cash in the current financial year and beyond; and
· generate
sufficient cash to meet capital repayments under the
Facility.
Management has also developed downside
scenarios, which include consideration of the recent track record
of not always achieving budgets. The downside scenario recognises
the Group's dependence on the performance of large contracts (for
example the large naval contract) noted above due to their
materiality to the Group's overall results and the requirement for
CSC to win significant new contracts from the hydrogen energy
market.
Management have modelled the downside scenario
based on reasonably possible delays to:
· Delivery of UK defence milestones and
revenue recognition
Achievement of milestones on these types of
contracts can be subject to uncertainties including in-house
operational delays and inefficiencies, delays in the supply of
material and components by suppliers, and delays in the performance
of work by subcontractors. The Group often has very limited control
of the latter two factors.
· Delays to placement of major orders from
new hydrogen customers
Hydrogen energy is an emerging green
energy market. Major UK and European projects have already been
subject to significant delays which have impacted FY23 performance.
Placement of major orders from new hydrogen customers is subject to
uncertainties.
Other factors which could negatively impact the
projections include:
· Weaker revenue
from Integrity Management deployments due to customer delays;
and
· The recent
improvement in PMC revenue and order book not being sustained going
forward due to weaker than expected oil and gas market
conditions.
The Group believes that these other factors are
individually less likely to be material to the achievement of the
projections than potential delays in UK defence milestones and
hydrogen orders, but in the event that they occur together with
these risks, they may have a negative impact on cash flow at
certain points in the projection period.
In the event of the delays identified above, the
Group would look to mitigate the impact, partially or fully, by
pulling forward contracted work from other customers, and through
normal working capital management and other cash preservation
initiatives. It should also be noted that work on the major UK
defence contract has already commenced and, to date, no material
problems or delays have arisen and the contract is progressing in
line with our contractual obligations. The contract has also
largely passed through the phase in which the supply of materials
and components and the use of third-party contractors, over whom
the Group has significantly less control, is at its
highest.
The Directors also note that the Group has net
current assets of £5.0 million at 30 September 2023.
Reflecting management's confidence in delivering
large UK defence contracts and winning new hydrogen contracts, and
having already refinanced its debt facilities, the Directors have
concluded that the Group does have sufficient financial resources
to meet its obligations as they fall due for the next 12 months and
no material uncertainty relating to Going Concern has been
identified.
The Group and Parent Company continue to adopt
the going concern basis in preparing these financial statements.
Consequently, these financial statements do not include any
adjustments that would be required if the going concern basis of
preparation were to be inappropriate.
3. New standards adopted in
2023
No new standards were applied during the
year.
4. Amendments to IFRSs that are
mandatorily effective for future years
At the date of the authorisation of these
financial statements, several new, but not yet effective, standards
and amendments to existing standards, and interpretations have been
published by the IASB. None of these standards or amendments to
existing standards have been adopted early by the Group. Management
anticipates that all relevant pronouncements will be adopted for
the first period beginning on or after the effective date of
pronouncement. The impact of new standards, amendments and
interpretations not adopted in the year have not been disclosed as
they are not expected to have a material impact on the Group's
financial statements.
Notes to the consolidated financial
statements
1. Segment analysis
The financial information by segment detailed
below is frequently reviewed by the Chief Executive who has been
identified as the Chief Operating Decision Maker (CODM).
For the 52 week
period ended 30 September 2023
|
Cylinders
|
Precision Machined
Components
|
All other segments
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Revenue from
external customers*
|
20,667
|
11,277
|
-
|
31,944
|
|
|
|
|
|
|
|
|
|
|
Gross profit
/ (loss)
|
7,042
|
1,939
|
(38)
|
8,943
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
3,854
|
82
|
(1,847)
|
2,089
|
|
|
|
|
|
Depreciation
|
(710)
|
(717)
|
(117)
|
(1,544)
|
|
|
|
|
|
Operating
profit / (loss) before amortisation and exceptional
costs
|
3,144
|
(635)
|
(1,964)
|
545
|
|
|
|
|
|
Exceptional costs
|
(236)
|
(57)
|
(962)
|
(1,255)
|
|
|
|
|
|
Operating
profit / (loss)
|
2,908
|
(692)
|
(2,926)
|
(710)
|
|
|
|
|
|
Net finance costs
|
(69)
|
(145)
|
(192)
|
(406)
|
|
|
|
|
|
|
|
|
|
|
Profit / (loss)
before tax
|
2,839
|
(837)
|
(3,118)
|
(1,116)
|
|
|
|
|
|
|
|
|
|
|
Segmental net
assets**
|
10,477
|
1,971
|
1,138
|
13,586
|
|
|
|
|
|
|
|
|
|
|
Other segment
information:
|
|
|
|
|
Taxation credit / (charge)
|
254
|
189
|
(6)
|
437
|
Capital expenditure - property, plant and
equipment
|
243
|
813
|
35
|
1,091
|
|
|
|
|
| |
* Revenue from external customers is stated
after deducting inter-segment revenue of £671,000 for Precision
Machined Components.
** Segmental net assets comprise
the net assets of each division adjusted to reflect the elimination
of the cost of investment in subsidiaries and the provision of
financing loans provided by Pressure Technologies plc.
Notes to the consolidated financial statements
(continued)
1.
Segment analysis (continued)
For the 52 week period ended 1
October 2022
|
Cylinders
|
Precision Machined
Components
|
All other segments
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Revenue from
external customers*
|
17,583
|
7,356
|
-
|
24,939
|
|
|
|
|
|
|
|
|
|
|
Gross profit /
(loss)
|
4,521
|
838
|
(100)
|
5,259
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
1,088
|
(310)
|
(1,724)
|
(946)
|
|
|
|
|
|
Depreciation
|
(679)
|
(790)
|
(209)
|
(1,678)
|
|
|
|
|
|
Operating
profit / (loss) before amortisation
and exceptional
costs
|
409
|
(1,100)
|
(1,933)
|
(2,624)
|
|
|
|
|
|
Amortisation
|
-
|
(161)
|
60
|
(101)
|
Exceptional (costs) / income
|
(403)
|
50
|
(615)
|
(968)
|
|
|
|
|
|
Operating
profit / (loss)
|
6
|
(1,211)
|
(2,488)
|
(3,693)
|
|
|
|
|
|
Net finance costs
|
(37)
|
(73)
|
(182)
|
(292)
|
|
|
|
|
|
|
|
|
|
|
Loss before
tax
|
(31)
|
(1,284)
|
(2,670)
|
(3,985)
|
|
|
|
|
|
|
|
|
|
|
Segmental net assets**
|
7,330
|
2,596
|
2,177
|
12,103
|
|
|
|
|
|
|
|
|
|
|
Other segment
information:
|
|
|
|
|
Taxation credit / (charge)
|
50
|
(151)
|
49
|
(52)
|
Capital expenditure - property, plant and
equipment
|
559
|
526
|
47
|
1,132
|
|
|
|
|
| |
* Revenue from external customers is stated
after deducting inter-segment revenue of £nil for Precision
Machined Components.
** Segmental net assets comprise the net assets
of each division adjusted to reflect the elimination of the cost of
investment in subsidiaries and the provision of financing loans
provided by Pressure Technologies plc. The FY22 Segmental net
assets for Precision Machined Components and Other Segments have
been restated due to a re-allocation of eliminating
entries.
Notes to the
consolidated financial statements (continued)
1.
Segment analysis (continued)
The Group's revenue disaggregated by primary
geographical markets is as follows:
Revenue
|
2023
|
2022
|
|
Cylinders
|
Precision Machined
Components
|
Total
|
Cylinders
|
Precision Machined
Components
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
United Kingdom
|
17,862
|
4,937
|
22,799
|
12,406
|
3,720
|
16,126
|
France
|
1,025
|
87
|
1,112
|
2,958
|
68
|
3,026
|
Norway
|
696
|
246
|
942
|
885
|
272
|
1,157
|
USA
|
2
|
1,593
|
1,595
|
3
|
1,071
|
1,074
|
Romania
|
-
|
2,281
|
2,281
|
-
|
972
|
972
|
Italy
|
-
|
537
|
537
|
-
|
764
|
764
|
Taiwan
|
158
|
-
|
158
|
393
|
-
|
393
|
Netherlands
|
75
|
-
|
75
|
359
|
-
|
359
|
Germany
|
140
|
-
|
140
|
272
|
-
|
272
|
Singapore
|
-
|
816
|
816
|
-
|
21
|
21
|
Australia
|
277
|
188
|
465
|
19
|
142
|
161
|
Rest of Europe
|
128
|
28
|
156
|
157
|
8
|
165
|
Rest of World
|
304
|
564
|
868
|
131
|
318
|
449
|
|
|
|
|
|
|
|
|
20,667
|
11,277
|
31,944
|
17,583
|
7,356
|
24,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, there was one customer who
contributed to over 10% of total Group revenue. This customer
accounted for revenue of £13.6 million (42.5%), within the
Cylinders segment (2022: two customers, £5.2 million (20.9%) and
£2.6 million (10.5%), both reported in the Cylinders
segment).
The following table provides an analysis of the
Group's revenue by market.
Revenue
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Oil and gas
|
11,751
|
7,953
|
Defence
|
17,188
|
13,483
|
Industrial
|
938
|
1,099
|
Hydrogen energy
|
2,067
|
2,404
|
|
|
|
|
31,944
|
24,939
|
|
|
|
|
|
|
The above table is provided for the benefit of
shareholders. It is not provided to the PT Board or the CODM on a
regular monthly basis and consequently does not form part of the
divisional segmental analysis.
The Group's revenue disaggregated by pattern of
revenue recognition and category is as follows:
Revenue
|
2023
|
2022
|
|
Cylinders
|
Precision Machined
Components
|
Cylinders
|
Precision Machined
Components
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Sale of goods transferred at a point in
time
|
3,843
|
10,903
|
3,336
|
7,021
|
Sale of goods transferred over time
|
15,397
|
-
|
12,584
|
-
|
Rendering of services
|
1,427
|
374
|
1,663
|
335
|
|
|
|
|
|
|
20,667
|
11,277
|
17,583
|
7,356
|
|
|
|
|
|
Notes to the consolidated financial
statements (continued)
1.
Segment analysis (continued)
The following aggregated amounts of transaction
values relate to the performance obligations from existing
contracts that are unsatisfied or partially unsatisfied as at 30
September 2023:
Revenue
expected in future periods
|
2023
|
|
£'000
|
|
|
Sale of goods - Cylinders
|
7,826
|
|
|
The asset and liability balances in relation to
existing contracts as at 30 September 2023 are disclosed in Note
10.
2. Impairment review
The Group tests annually for
impairment, in accordance with IAS 36, if there are indicators that
intangible or tangible fixed assets might be impaired.
The impairment methodology identifies
two Cash Generating Units ("CGU's") within the Group, being CSC and
PMC. Each CGU is assessed for potential indicators of impairment,
including internal or external factors or events that could reduce
the recoverable value of the fixed assets of the Group. If
indicators of impairment are identified, a full impairment review
is undertaken to determine the recoverable amount of the
CGU.
The Directors exercise their judgment
in determining the recoverable amount of a CGU, involving the use
of estimates in relation to the future prospects of the
CGU.
The recoverable amount of a CGU is
determined using a discounted cashflow model that is based upon a
five-year forecast period. The forecast takes into account the firm
order book, sales pipeline and market opportunities of the CGU,
together with expected gross margin performance and consideration
of the cost base, planned capital expenditure and estimated working
capital needs of the CGU. A long-term growth assumption is applied
beyond the five-year forecast period. The future cashflows are then
discounted to a present, recoverable value by applying a
risk-adjusted pre-tax discount rate.
If the recoverable value of a CGU is
less than the carrying value of its balance sheet, then an
impairment charge may be required. The carrying value of the
balance sheet is determined by application of the accounting
policies of the Group.
In this reporting period, the
Directors exercised their judgment on the basis of information
available at 30 September 2023.
CSC Impairment
Review
In FY23 CSC's revenues were heavily
weighted towards the UK defence sector. In the next year, CSC is
expected to transition towards the global defence and hydrogen
energy markets, reducing some of its dependency on UK defence
contracts. CSC is expected to generate lower revenue
and earnings over the short-term with the rate of growth of revenue
and the level of achievable margins from these new markets subject
to risk over the medium-term.
This change in the composition of
CSC's revenues and the requirement to penetrate new markets is
considered a potential indicator of asset impairment. Therefore, an
impairment review has been conducted on CSC.
The Directors have assumed that CSC
is successful in winning significant new contracts in the hydrogen
energy market. However, the Directors expect that gross margin
generation on hydrogen contracts may be somewhat lower than UK
defence contracts which moderates the growth of Adjusted EBITDA in
the forecast period.
The future cashflows of CSC have been
extrapolated in perpetuity at a rate of 5% and discounted at a
risk-adjusted pre-tax discount rate of 16%. On this basis, the
recoverable value of CSC is estimated to be £18.9 million. The
carrying
value of the net assets of CSC at 30
September 2023, adjusting for cash, intercompany and deferred tax
balances, was £8.2 million. On this basis, an impairment charge is
not required.
The Directors have considered
sensitivities to the future cashflows of CSC, in particular a
significantly reduced level of hydrogen revenue in the period
FY26-FY28, thereby reducing the value of CSC into perpetuity. Based
on this sensitivity, the recoverable value of CSC is estimated to
be £9.5 million. On this basis, an impairment charge is still not
required.
The Directors have concluded that CSC
does not require an impairment charge for FY23 in relation to the
carrying value of its assets or the carrying value of its
investment in its subsidiaries.
Notes to the consolidated financial
statements (continued)
2. Impairment Review
(continued)
PMC Impairment
Review
PMC is heavily exposed to the oil and
gas sector which is subject to significant geopolitical
influences giving rise to periods of short-term
volatility. From a longer-term perspective, the oil and gas sector
is expected to undergo gradual but consistent decline, exhibiting
"sunset" characteristics as major Western economies transition
towards low carbon and green energy sources to deliver on net-zero
commitments. This trend is likely to limit the long-term planning
horizon for the Oil & Gas sector to a 20-30 year period. These
external factors are considered to be potential indicators of asset
impairment. Therefore, an impairment review has been conducted on
PMC.
In FY23 PMC's revenues recovered
strongly in the final quarter of the year based on a much higher
rate of manufacturing activity. Based upon the robust order book
and much more positive outlook for the oil and gas sector, PMC is
expected to be able to maintain this increased rate of activity and
grow in-line the broader global oil and gas market over the period
FY25-FY28.
The future cashflows of PMC have been
extrapolated beyond the forecast period for a further 20 years
only, given that the oil and gas sector is expected to exhibit
sunset characteristics over the medium- to long-term. The future
cashflows have been subject to growth of 6% pa for the period
FY29-FY38 and to a rate of decline of 2% pa for the period to
FY39-FY48. Thereafter, no further cashflows are assumed.
The future cashflows of PMC have been
discounted at a risk-adjusted pre-tax discount rate of 18%. On this
basis, the recoverable value of PMC is estimated to be £9.1
million. The carrying value of the net assets of PMC at 30
September 2023, adjusting for cash, intercompany and deferred tax
balances, was £5.8 million. On this basis, an impairment charge is
not required.
The Directors have considered
sensitivities to the future cashflows of PMC, in particular rate of
growth in the period FY26-FY28, reducing the value of PMC in the
extrapolation period to FY48. Based on this sensitivity, the
recoverable value of PMC is estimated to be £6.6 million. On this
basis, an impairment charge is still not required.
The Directors have concluded that PMC
does not require an impairment charge for FY23 in relation to the
carrying value of its assets or the carrying value of its
investment in its subsidiaries.
Group Impairment
Review
At Group level, the above assessments
support a total recoverable value of £28.0 million. Allowing for
assets held centrally of £1.9 million, the carrying value of the
net assets of the Group, adjusting for cash, intercompany and
deferred tax balances, was £15.9 million. On this basis, an
impairment charge is not required.
On the basis of the sensitivities
noted above, the total recoverable value of the Group falls to
£16.1 million. On this basis, an impairment charge is still not
required.
The Directors have concluded that the
Group does not require an impairment charge for FY23 in relation to
the carrying value of its assets or the carrying value of its
investment in its subsidiaries.
The Directors are not aware of any
other matters that would necessitate changes to their key
estimates.
3. Finance
costs
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Interest receivable
|
(2)
|
-
|
Interest payable on bank loans and
overdrafts
|
193
|
168
|
Interest payable on lease liabilities
|
171
|
124
|
Other interest payable
|
44
|
-
|
|
|
|
|
406
|
292
|
|
|
|
|
|
|
Notes to the consolidated financial
statements (continued)
4. Loss before
taxation
Loss before taxation is stated after charging /
(crediting):
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Depreciation of property, plant and equipment -
owned assets
|
1,057
|
1,114
|
Depreciation of property, plant and equipment -
leased assets
|
487
|
564
|
Loss/(profit) on disposal of fixed
assets
|
170
|
(327)
|
Amortisation of intangible assets
|
-
|
101
|
Amortisation of grants receivable
|
(20)
|
(66)
|
Staff costs - excluding share based
payments
|
11,018
|
9,234
|
Cost of inventories recognised as an
expense
|
12,089
|
12,463
|
Share based payments
|
71
|
122
|
|
|
|
Included in the (profit)/loss on disposal of
fixed assets in 2022 is a £401,000 profit relating to the sale and
leaseback of the property at Roota Engineering Limited, part of the
Precision Machined Components division.
5.
Amortisation of intangible assets
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Amortisation of intangible assets
|
-
|
101
|
|
|
|
|
-
|
101
|
|
|
|
6.
Exceptional costs
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Debt advisory services to refinance banking
facilities
|
373
|
344
|
Debt advisory services on behalf of Lloyds
Banking Group
|
131
|
-
|
Corporate finance services
|
313
|
-
|
Property costs
|
-
|
280
|
Final settlement for ERP system costs
|
-
|
193
|
Reorganisation costs
|
309
|
-
|
Historical contract settlement
|
10
|
88
|
Write-down of obsolete historic
inventory
|
111
|
121
|
Reversal of inventory provision from prior
year
|
(3)
|
(91)
|
New Long-Term Incentive Plan set up
costs
|
-
|
33
|
Other
|
11
|
-
|
|
|
|
|
1,255
|
968
|
|
|
|
Property costs relate to two closed
sites of a formerly owned entity. The leases relating to this
former entity have been surrendered and no further costs were
incurred in FY23.
Notes to the consolidated financial
statements (continued)
7. Taxation
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Current tax
credit
|
|
|
Current tax charge
|
-
|
(7)
|
Over provision in respect of prior
years
|
409
|
65
|
|
409
|
58
|
|
|
|
Deferred tax
credit / (charge)
|
|
|
Origination and reversal of temporary
differences
|
144
|
494
|
Under provision in respect of prior
years
|
(116)
|
(604)
|
|
28
|
(110)
|
|
|
|
Total taxation
credit / (charge)
|
437
|
(52)
|
|
|
|
|
|
|
Corporation tax is calculated at 22% (2022:
19%) of the estimated assessable profit for the period. Deferred
tax is calculated at the rate applicable when the temporary
differences are expected to unwind.
The charge for the period can be reconciled to
the loss per the consolidated statement of comprehensive income as
follows:
|
|
|
|
|
|
|
|
2023
£'000
|
2022
£'000
|
|
|
|
|
|
Loss before taxation
|
|
|
(1,116)
|
(3,985)
|
|
|
|
|
|
Theoretical tax credit at UK corporation tax
rate 22% (2022: 19%)
|
|
|
246
|
757
|
|
|
|
|
|
Effect of (charges) / credits:
|
|
|
|
|
- non-deductible expenses
|
|
|
(76)
|
(20)
|
- non-deductible exceptional
items
|
|
|
(181)
|
(159)
|
- adjustments in respect of prior
years
|
|
|
293
|
(539)
|
- unrealised (loss) / profit in overseas
entities
|
|
|
(4)
|
34
|
- recognition and utilisation of losses brought
forward
|
|
|
159
|
(125)
|
|
|
|
|
|
Total taxation credit / (charge)
|
|
|
437
|
(52)
|
|
|
|
|
|
An increase in the UK corporation
tax rate to 25% was substantively enacted in May 2021 and took
effect from 1 April 2023. The table above
therefore uses the average rate of 22% for the current financial
period.
As the most significant timing
differences are not expected to unwind until 2024 or later, the
deferred tax rate was maintained at 25% in the period.
Notes to the
consolidated financial statements (continued)
8. Loss per ordinary
share
The calculation of basic loss per share is based
on the loss attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the
period.
The calculation of diluted loss per share is
based on basic loss per share, adjusted to allow for the issue of
shares on the assumed conversion of all dilutive share
options.
Adjusted loss per share shows loss per share
after adjusting for the impact of amortisation charges and any
other exceptional items, and for the estimated tax impact, if any,
of those costs. Adjusted loss per share is based on the loss as
adjusted divided by the weighted average number of shares in
issue.
On 6 December 2022, the Group undertook a
fundraising through the issue of 7,600,000 new ordinary
shares.
For the 52 week
period ended 30 September 2023
|
|
|
£'000
|
|
|
|
|
Loss after
tax
|
|
|
(679)
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
('000)
|
|
|
|
|
Weighted
average number of shares - basic
|
|
|
37,400
|
Dilutive effect of share options
|
|
|
446
|
|
|
|
|
Weighted
average number of shares - diluted
|
|
|
37,846
|
|
|
|
|
|
|
|
|
Loss per share
- basic and diluted
|
|
|
(1.8)p
|
|
|
|
|
The effect of anti-dilutive potential shares is
not disclosed in accordance with IAS 33.
The Group adjusted loss per share
is calculated as follows:
|
|
|
£'000
|
|
|
|
|
Loss after
tax
|
|
|
(679)
|
|
|
|
|
Exceptional costs (see Note 6)
|
|
|
1,255
|
Tax effect of the above adjustments
|
|
|
(276)
|
|
|
|
|
Adjusted
profit
|
|
|
300
|
|
|
|
|
|
|
|
|
Adjusted
earnings per share
|
|
|
0.8p
|
|
|
|
|
The tax effect is based on applying a 22% tax
rate to the adjustment for exceptional costs.
Notes to the
consolidated financial statements (continued)
8. Loss per ordinary share
(continued)
For the 52 week
period ended 1 October 2022
|
|
|
£'000
|
|
|
|
|
Loss after
tax
|
|
|
(4,037)
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
('000)
|
|
|
|
|
Weighted
average number of shares - basic
|
|
|
31,067
|
Dilutive effect of share options
|
|
|
661
|
|
|
|
|
Weighted
average number of shares - diluted
|
|
|
31,728
|
|
|
|
|
|
|
|
|
Loss per share
- basic and diluted
|
|
|
(13.0)p
|
|
|
|
|
The effect of anti-dilutive potential shares is
not disclosed in accordance with IAS 33.
The Group adjusted loss per share
is calculated as follows:
|
|
|
£'000
|
|
|
|
|
Loss after
tax
|
|
|
(4,037)
|
|
|
|
|
Amortisation (see Note 5)
|
|
|
101
|
Exceptional costs (see Note 6)
|
|
|
968
|
Tax effect of the above adjustments
|
|
|
(203)
|
|
|
|
|
Adjusted
loss
|
|
|
(3,171)
|
|
|
|
|
|
|
|
|
Adjusted loss
per share
|
|
|
(10.2)p
|
|
|
|
|
The tax effect is based on applying a 19% tax
rate to the adjustments for amortisation and exceptional
costs.
Notes to the
consolidated financial statements (continued)
9. Borrowings
|
2023
£'000
|
2022
£'000
|
Current
|
|
|
Revolving credit facility
|
907
|
2,407
|
|
|
|
|
|
|
During the period, the bank loans drawn under
the Revolving Credit Facility ("RCF") had an average annual
interest rate of 3.70% above LIBOR.
On 21 October 2022, the Group's RCF
was amended and its facility term was extended from September 2023
to March 2024, with the facility reducing from £2.4 million to £1.9
million in March 2023 and then £0.9 million in September
2023.
On 23 June 2023, the Group's RCF was
amended and the facility expiry accelerated from March 2024 to
December 2023. In addition, Lloyds Bank agreed to waive the
financial covenant tests due at 30 Jun 2023.
The Group's RCF was drawn at £0.9 million at 30
September 2023 (1 October 2022: £2.4 million). These bank
borrowings are secured on the property, plant and equipment of the
Group (see Note 14) by way of a debenture. Obligations under
finance leases are secured on the plant and machinery assets to
which they relate.
The carrying amount of other bank borrowings is
considered to be a reasonable approximation of fair value. The
carrying amounts of the Group's borrowings are all denominated in
GBP.
The maturity profile of borrowing
facilities are as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
Due for settlement within one year:
|
|
|
Revolving credit facility
|
907
|
2,407
|
|
|
|
|
|
|
The Group had undrawn borrowing facilities of
nil at the year-end (2022: nil).
Subsequent to year end, on 14 November 2023 the
RCF was repaid in full from the proceeds of a new Term Loan
facility arranged with two of the major shareholders of the Company
(see Note 13).
Notes to the
consolidated financial statements (continued)
10. Lease
Liabilities
Lease liabilities are presented in the statement
of financial position as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Current
|
|
|
Asset finance lease liabilities
|
456
|
629
|
Right of use asset lease liabilities
|
241
|
210
|
|
|
|
|
697
|
839
|
|
|
|
|
|
|
Non-current
|
|
|
Asset finance lease liabilities
|
616
|
735
|
Right of use asset lease liabilities
|
1,088
|
1,302
|
|
|
|
|
1,704
|
2,037
|
|
|
|
The Group has leases for certain operational
factory premises and related facilities, several large items of
plant and machinery equipment, an office building, a number of
motor vehicles and some IT equipment.
During the prior period, the Group completed a
sale and leaseback of its freehold property occupied by Roota
Engineering Limited, part of the Precision Machined Components
division. The property lease liability at the end of the period was
£851,000 (2022: £837,000). The increase was due to finance charges
being allocated to a rent-free period.
For right of use assets, with the exception of
short-term leases and leases of low-value underlying assets, each
lease is reflected on the balance sheet as a right-of-use asset and
a lease liability.
The Group classifies its right-of-use assets in
a consistent manner to its property, plant and equipment. Each
lease generally imposes a restriction that, unless there is a
contractual right for the Group to sublet the asset to another
party, the right-of-use asset can only be used by the Group. Leases
are either non-cancellable or may only be cancelled by incurring a
substantive termination fee. Some leases contain an option to
extend the lease for a further term. The Group is prohibited from
selling or pledging the underlying leased assets as
security.
For leases over office buildings and factory
premises the Group must keep those properties in a good state of
repair and return the properties in their original condition at the
end of the lease. Further, the Group must insure items of property,
plant and equipment and incur maintenance fees on such items in
accordance with the lease contracts.
The lease liabilities are secured by the related
underlying assets. Future minimum lease payments at 30 September
2023 were as follows:
|
Within one
year
|
Over one to
five years
|
Total
|
|
£'000
|
£'000
|
£'000
|
30
September 2023
|
|
|
|
Lease payments
|
827
|
2,141
|
2,968
|
Finance costs
|
(130)
|
(437)
|
(567)
|
|
|
|
|
Net present
value
|
697
|
1,704
|
2,401
|
|
|
|
|
|
|
|
|
|
Within one
year
|
Over one
to
five years
|
Total
|
|
£'000
|
£'000
|
£'000
|
1 October 2022
|
|
|
|
Lease payments
|
963
|
2,512
|
3,475
|
Finance costs
|
(124)
|
(475)
|
(599)
|
|
|
|
|
Net present value
|
839
|
2,037
|
2,876
|
|
|
|
|
|
|
|
|
Notes to the
consolidated financial statements (continued)
10. Lease
Liabilities (continued)
Lease payments
not recognised as a liability
The Group has elected not to recognise a lease
liability for short term leases (leases with an expected term of 12
months or less) or for leases of low value assets. Payments made
under such leases are expensed on a straight-line basis.
11.
Reconciliation of operating profit to operating
cashflow
|
|
|
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Adjusted
Operating profit / (loss)
|
545
|
(2,624)
|
|
|
|
Adjustments for:
|
|
|
Depreciation of property, plant and
equipment
|
1,544
|
1,678
|
Share option costs
|
71
|
122
|
Release of grants
|
(20)
|
(66)
|
Loss / (profit) on disposal of property, plant
and equipment
|
170
|
(327)
|
Fixed asset write-offs
|
108
|
-
|
Movement in translation reserve
|
12
|
-
|
|
|
|
Changes in working
capital:
|
|
|
Increase in inventories
|
(1,003)
|
(859)
|
Increase in trade and other
receivables
|
(53)
|
(269)
|
(Decrease) / increase in trade and other
payables
|
(151)
|
4,132
|
|
|
|
Operating
cashflow
|
1,223
|
1,787
|
|
|
|
12.
Net Debt Reconciliation
|
|
Cash
&
Bank
|
Bank
Borrowings
|
Leases
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
At 2 October 2021
|
|
3,217
|
(4,773)
|
(3,355)
|
(4,911)
|
Cash flows
|
|
(1,434)
|
-
|
-
|
(1.434)
|
Repayments
|
|
-
|
2,366
|
1,260
|
3,626
|
New facilities - asset finance leases
|
|
-
|
-
|
(1,025)
|
(1,025)
|
Surrender - right of use leases
|
|
-
|
-
|
244
|
244
|
|
|
|
|
|
|
At 1 October
2022
|
|
1,783
|
(2,407)
|
(2,876)
|
(3,500)
|
|
|
|
|
|
|
Cash flows
|
|
(838)
|
-
|
-
|
(838)
|
Repayments
|
|
-
|
1,500
|
989
|
2,489
|
New facilities - right of use leases
|
|
-
|
-
|
(482)
|
(482)
|
New facilities - right of use leases
|
|
-
|
-
|
(32)
|
(32)
|
|
|
|
|
|
|
At 30 September
2023
|
|
945
|
(907)
|
(2,401)
|
(2,363)
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the
consolidated financial statements (continued)
13.
Subsequent events
On 24 October 2023, the Group announced its
intention to divest the Precision Machined Components division in
order to strengthen the Group's balance sheet and cash position and
support strategic investment into Chesterfield Special
Cylinders.
On 14 November 2023, the Group exited its
existing Revolving Credit Facility, provided by Lloyds Banking
Group, by arranging a new Term Loan facility of £1.5 million with
Rockwood Strategic plc and Peter Gyllenhammar AB, two of its major
shareholders. The new Term Loan is committed for a period of 5
years and is secured against the assets of the Group. The new loan
was drawn in full and used to repay Lloyds in full, settle
transaction costs and to provide general working capital
headroom.
In conjunction with the provision of
the new Term Loan, Rockwood and Gyllenhammar were issued with
1,933,358 warrants in aggregate (representing 5% of the issued
share capital) to subscribe for ordinary shares in the Company at a
price of 32 pence per share, representing a 20% premium to the
closing share price on 23 October 2023 (being the day prior to the
announcement of the new facility). The warrants may be exercised at
any time in the 5 years following drawdown of the new facility and
continue to be exercisable in the event the facility is repaid
before its final expiry.
Rockwood Strategic plc is a quoted unit trust
whose funds are managed by Harwood Capital LLP, thereby placing it
under the control of Richard Staveley, a Non-Executive Director of
the Company. Rockwood Strategic plc is therefore considered to be a
related party under "IAS 24 - Related Party
Disclosures".
14.
Prior period adjustment
During the year ended 1 October 2022 ("FY22"),
the Group reviewed its accounting policy and past accounting
treatment in respect of a small number of long-term defence
contracts within its Cylinders division.
Since FY19, the Group had consistently applied
an accounting treatment whereby revenue for these
specific defence contracts was recognised using an 'Output'
methodology under IFRS 15, 'Revenue from Contracts with Customers'
("IFRS 15"), with costs being accrued to achieve a uniform profit
margin throughout the multi-year life of the contracts, resulting
in cost deferrals at financial period ends. During FY22, it
was noted that this accounting treatment was not in compliance with
IFRS 15, which requires that all costs incurred in the period
relating to the contract should be immediately expensed.
Specifically, the cost deferral historically adopted by the Group,
to achieve a uniform contract profit margin, was not permitted. As
a result, the financial statements for FY21 were restated with raw
materials reduced by £625,000, work-in-progress reduced by £429,000
and net assets reduced by £1,054,000.