04 January 2022
Vulcan Industries plc
(“Vulcan” or the “Company”)
Interim Results for the 6 Months ended 30 September 2021
Vulcan Industries plc (AQSE: VULC) is pleased to announce its unaudited interim results for the 6-month period ended 30 September 2021.
Principal activity
The Company was established to develop a precision engineering group of companies, manufacturing and fabricating products for a global client base. The acquisition strategy is based on establishing targets that represent opportunities for synergies, helping to streamline existing operations and contributing to centralised purchasing, supply chain and operational savings.
Review of business and future developments
Activity in the first half of the current financial year continued to be impacted by COVID-19. All operations experienced outbreaks of COVID, adversely impacting output. Demand has yet to return to pre pandemic levels.
The financial results for the Group for the 6-month period to 30 September 2022 (“HY22”) show revenue of £2,724,000 for the period (HY21: £2,188,000). The loss before interest, tax, depreciation and amortization is £447,000 (HY21: £1,030,000). After depreciation and amortization of £269,000 (HY21: £224,000) and finance costs of £235,000 (HY21: £306,000) the Group is reporting a loss after taxation of £951,000 (HY21: 1,560,000). Of this £525,000 (HY21: £973,000) relates to central costs, including professional fees of £nil (HY21: £339,000) in respect of listing expenses and acquisition costs, and £235,000 (HY21: £242,000) of finance costs. Cash balances at 30 September 2021 were £42,000 (HY21: £632,000) and net debt was £4,239,000 (HY21: £3,818,000).
At 30 September 2021, the Group balance sheet shows net liabilities of £2,891,000 (HY21 Net liabilities £1,626,000). Since the period end to the date of this report, the Company has issued new equity of £797,000 before expenses.
Outlook
Activity levels in the third quarter of the current financial year have improved and forward order books at both M&G Olympic Products Limited (“M&G”) and Orca Doors Limited (“Orca”) remain strong indicating an improved outlook for the second half.
The acquisition of Aftech Limited previously announced on 2nd November 2021, is expected to complete in early January 2022. It brings additional breadth to our fabrication capabilities and offers opportunities for manufacturing synergies and overhead efficiencies. With an effective date of 1 December 2021 this will also contribute to an improved second half. The acquisition is expected to be immediately earnings enhancing and as the consideration is the issue of new ordinary shares, is expected to further reduce the net liabilities;
The Company has identified potential additional acquisition opportunities and will make further announcements as negotiations progress.
| Unaudited Consolidated Statement of Comprehensive Income | ||||
|
6 Months to 30 September 2021 |
6 Months to 30 September 2020 |
Year ended 31 March 2021 | ||
| Note | £’000 | £’000 | £’000 | |
| Revenue | 2,724 | 2,188 | 5,225 | |
| Cost of sales | (2,172) | (1,805) | (4,375) | |
| Gross profit | 552 | 383 | 850 | |
| Operating expenses | (1,354) | (1,445) | (3,082) | |
| Other gains and losses | 3 | 86 | (192) | (446) |
| Impairment charge | - | - | (150) | |
| Finance costs | 4 | (235) | (306) | (595) |
| Loss before tax | (951) | (1,560) | (3,423) | |
| Income tax | - | - | - | |
| Loss for the period attributable to owners of the Company | (951) | (1,560) | (3,423) | |
| Other Comprehensive Income for the period | - | - | - | |
| Total Comprehensive Income for the period attributable to owners of the Company | (951) | (1,560) | (3,423) | |
| Earnings per share | ||||
| - Basic earnings per share (pence) | 5 | (0.32p) | (0.68p) | (1.39p) |
| Unaudited Consolidated Statement of Financial Position | |||||
|
At 30 September 2021 |
At 30 September 2020 |
At 31 March 2021 | |||
| Note | Note | £’000 | |||
| Non?current assets | |||||
| Goodwill | 1,571 | 1,271 | 1,571 | ||
| Other intangible assets | 762 | 786 | 825 | ||
| Property, plant and equipment | 342 | 425 | 409 | ||
| Right of use assets | 717 | 977 | 842 | ||
| Total non-current assets | 3,392 | 3,459 | 3,647 | ||
| Current assets | |||||
| Inventories | 578 | 418 | 628 | ||
| Trade and other receivables | 2,243 | 1,851 | 1,927 | ||
| Cash and bank balances | 42 | 632 | 86 | ||
| Total current assets | 2,863 | 2,902 | 2,641 | ||
| Total assets | 6,255 | 6,361 | 6,288 | ||
| Current liabilities | |||||
| Trade and other payables | (4,765) | (3,499) | (4,305) | ||
| Lease liabilities | (228) | (332) | (263) | ||
| Provisions | (62) | (62) | |||
| Borrowings | 6 | (2,736) | (258) | (433) | |
| Total current liabilities | (7,791) | (4,089) | (4,241) | ||
| Non?current liabilities | |||||
| Lease liabilities | (429) | (582) | (526) | ||
| Borrowings | 6 | (888) | (3,278) | (3,220) | |
| Deferred tax liabilities | (38) | (38) | (38) | ||
| Total non-current liabilities | (1,355) | (3,898) | (3,784) | ||
| Total liabilities | (9,146) | (7,987) | (8,847) | ||
| Net liabilities | (2,891) | (1,626) | (2,559) | ||
Equity | |||||
| Share capital | 7 | 138 | 98 | 112 | |
| Share premium account | 7 | 4,539 | 3,030 | 3,946 | |
| Retained earnings | (7,568) | (4,754) | (6,617) | ||
| Total equity attributable to the owners of the company | (2,891) | (1,626) | (2,559) | ||
| Unaudited Consolidated statement of changes in equity |
Share Capital | Share Premium | Retained earnings | Total Equity | |
| £’000 | £’000 | £’000 | £’000 | ||
| At 1 April 2020 | 80 | 1,812 | (3,194) | (1,302) | |
| Total Comprehensive income for the period | - | - | (1,560) | (1,560) | |
| Transactions with shareholders | |||||
| Issue of shares | 18 | 1,218 | - | 1,236 | |
| Total transactions with shareholders for the period | 18 | 1,218 | - | 1,236 | |
| At 30 September 2020 | 98 | 3,030 | (4,754) | (1,626) | |
| Total Comprehensive income for the period | - | - | (2,000) | (2,000) | |
| Transactions with shareholders | |||||
| Issue of shares | 6 | - | - | 6 | |
| Total transactions with shareholders for the period | 6 | - | - | ||
| At 31 March 2021 | 112 | 3,946 | (6,617) | (2,559) | |
| Total Comprehensive income for the period | - | - | (951) | (951) | |
| Transactions with shareholders | |||||
| Issue of shares | 26 | 593 | - | 619 | |
| Total transactions with shareholders for the period | 26 | 593 | - | 619 | |
| At 30 September 2021 | 138 | 4,539 | (7,568) | (2,891) |
| Unaudited Consolidated Statement of Cash Flows | 6 Months to 30 September 2021 | 6 Months to 30 September 2020 |
Year Ended 31March 2021 | |
| Note | £’000 | £’000 | £’000 | |
| Loss for the period | (951) | (1,560) | (3,423) | |
| Adjustments for: | ||||
| Finance costs | 235 | 306 | 595 | |
| Depreciation of property, plant and equipment | 81 | 62 | 117 | |
| Depreciation of right of use assets | 125 | 107 | 244 | |
| Amortisation of intangible assets | 63 | 55 | 116 | |
| Impairment of goodwill | - | - | 150 | |
| Increase in provisions | - | - | 62 | |
| Share based payment | 48 | - | 34 | |
| Loss on disposal of property plant and equipment | - | (15) | - | |
Operating cash flows before movements in working capital | (399) | (1,045) | (2,105) | |
| Decrease) / (increase) in inventories | 50 | (62) | (272) | |
| (Increase) / decrease in trade and other receivables | (190) | (394) | (470) | |
| Increase / (decrease) in trade and other payables | 460 | 474 | 1,367 | |
| Cash used in operating activities | (79) | (1,026) | (1,480) | |
| Investing activities | ||||
| Proceeds on disposal of property, plant and equipment | - | 15 | - | |
| Purchases of property, plant and equipment | (14) | - | (42) | |
| Consideration on acquisition of subsidiaries net of cash acquired, | - | (67) | (350) | |
| Net cash used in investing activities | (14) | (52) | (392) | |
| Financing activities | ||||
| Interest paid | (235) | (306) | (595) | |
| Proceeds from loans and borrowings | 6 | 11 | 927 | 1,083 |
| Repayment of borrowings | 6 | (41) | (48) | (116) |
| Repayment of lease liabilities | (131) | (153) | (275) | |
| Proceeds on issue of shares | 445 | 1,237 | 1,087 | |
| Net cash from financing activities | 49 | 1,657 | 1,904 | |
| Net increase in cash and cash equivalents | (44) | 578 | 32 | |
| Cash and cash equivalents at beginning of year | 86 | 54 | 54 | |
| Effect of foreign exchange rate changes | - | |||
| Cash and cash equivalents at end of year | 42 | 632 | 86 |
Notes to the unaudited consolidated financial statements
for the 6-month period ended 30 September 2021
1. General information
Vulcan Industries PLC is incorporated in England and Wales as a public company with registered number 11640409. The address of the Company’s registered office is 8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.
These summary financial statements are presented in Sterling and are rounded to the nearest £’000. which is also the currency of the primary economic environment in which the Company and Group operate (their functional currency).
Basis of accounting
The condensed consolidated financial statements of the Group for the 6 months ended 30 September 2021. which are unaudited and have not been reviewed by the Company’s Auditor, have been prepared in accordance with the International Financial Reporting Standards (‘IFRS’), and accounting policies adopted by the Group as set out in the annual report for the period ended 31 March 2021 (available at www.vulcanplc.com). The Group does not anticipate any significant change in these accounting policies for the year ended 31 March 2022.
This interim report has been prepared to comply with the requirements of the Access Rulebook of the AQSE Growth Market. In preparing this report, the Group has adopted the guidance in the Access Rulebook for interim accounts which do not require that the interim condensed consolidated financial statements are prepared in accordance with IAS 34, ‘Interim financial reporting’. Whilst the financial figures included in this report have been computed in accordance with IFRSs applicable to interim periods, this report does not contain sufficient information to constitute an interim financial report as that term is defined in IFRSs.
The financial information contained in this report also does not constitute statutory accounts under the Companies Act 2006, as amended. The financial information for the period ended 31 March 2021 is based on the statutory accounts for the year then ended. The Auditors reported on those accounts. Their report was unqualified and referred to going concern as a key audit matter. They drew attention to note 3 in the financial statements, which shows conditions which indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Their opinion was not modified in respect of this matter.
The financial statements have been prepared on the historical cost basis, except for the certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
The principal accounting policies adopted are set out below.
Significant accounting policies
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up for the period ended 31 March 2021. Control is achieved when the Company has the power:
- over the investee;
- is exposed, or has rights, to variable returns from its involvement with the investee; and
- has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 and IAS 19 respectively.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, value added taxes and other sales related taxes.
Performance obligations and timing of revenue recognition:
All of the Group’s revenue is derived from selling goods with revenue recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are collected or delivered to the customer, or in the case of fabrication project work, when the project has been accepted by the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Group no longer has physical possession, usually it will have a present right to payment. Consideration is received in accordance with agreed terms of sale.
Determining the contract price:
The Group’s revenue is derived from:
a) sale of goods with fixed price lists and therefore the amount of revenue to be earned from each transaction is determined by reference to those fixed prices; or
b) individual identifiable contracts, where the price is defined
Allocating amounts to performance obligations:
For most sales, there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocating the price to each unit ordered.
There are no long-term or service contracts in place. Sales commissions are expensed as incurred. No practical expedients are used.
Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off.
2. Critical accounting judgements and key sources of estimation uncertainty
In applying the Group’s accounting policies, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Going concern
The directors are confident that the existing financing set out in note 6 will remain available to the Group and, as demonstrated by equity raised since the period end, that additional sources of finance will be available. The directors, with the operating initiatives already in place and funding options available, are confident that the Group will achieve its cash flow forecasts. Therefore, the directors have prepared the financial statements on a going concern basis. These financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
3. Other gains and losses
| 6 Months to 30 September 2021 | 6 Months to 30 September 2020 |
Year ended 31March 2021 | ||
| £’000 | £’000 | £’000 | ||
| Listing expenses | - | 334 | 486 | |
| Acquisition costs | - | 6 | 5 | |
| Loss allowance on trade receivables | (28) | - | 69 | |
| Job retention Scheme Furlough grants | (51) | (133) | (233) | |
| Other | (7) | (15) | 119 | |
| (86) | 192 | 446 | ||
4. Finance costs
| 6 Months to 30 September 2021 | 6 Months to 30 September 2020 |
Year ended 31March 2021 | ||
| £’000 | £’000 | £’000 | ||
| Interest on loans, bank overdrafts and leases | 235 | 254 | 503 | |
| Loan arrangement fees and other finance costs | - | 52 | 92 | |
| 235 | 306 | 595 | ||
5. Loss per share
| The calculation of the basic loss per share is based on the following data | 6 Months to 30 September 2021 | 6 Months to 30 September 2020 |
Year ended 31March 2021 | |
| £’000 | £’000 | £’000 | ||
| Loss for the period for the purposes of basic loss per share attributable to equity holders of the Company | (951) | (1,560) | (3,423) | |
| Weighted average number of Ordinary Shares for the purposes of basic loss per share | 299,050,167 | 229,600,485 | 246,159,692 | |
| Basic loss per share (pence) | (0.32p) | (0.68p) | (1.39p) | |
The Company has issued options over ordinary shares which could potentially dilute basic earnings per share in the future. There is no difference between basic loss per share and diluted loss per share as the potential ordinary shares are anti-dilutive.
6. Borrowings
|
At 30 September 2021 |
At 30 September 2020 |
At 31 March 2021 | ||
| £’000 | £’000 | £’000 | ||
| Non-current liabilities | ||||
| Secured | ||||
| Corona virus business interruption loan (CBIL) | 799 | 905 | 799 | |
| Convertible loan note | - | 548 | - | |
| Other Loans | - | 1,825 | 1,854 | |
| Unsecured | ||||
| Bounce back loan (BBL) | 89 | - | 94 | |
| Convertible loan note | - | - | 473 | |
| 888 | 3,278 | 3,220 | ||
| Current liabilities | ||||
| Secured | ||||
| CBIL | 106 | 106 | ||
| Factoring facility | 292 | 258 | 321 | |
| Other Loans | 1,854 | - | - | |
| Unsecured | ||||
| BBL | 11 | 6 | ||
| Convertible loan note | 473 | - | - | |
| 2,736 | 258 | 433 | ||
| Total Borrowings | 3,624 | 3,536 | 3,653 |
The CBIL was drawn down in September 2020. It is repayable over 6 years, commencing October 2021. Interest rate is 3.99%. The loan is secured by a debenture over the Company and IVI Metallics Limited and cross guarantees from the Company and certain subsidiaries.
The convertible loan note has a coupon of 5%. The lender has the right to convert the outstanding principal into ordinary share of the Company at a price of 3p per share. In the event that the lender does not exercise its conversion rights by 31 March 2022, the loan shall become immediately repayable by the Company.
Other loans falling due in less than one year of £1,854,000 (HY21 £1,825,000) are secured by means of a debenture, chattels mortgage and cross guarantee entered into by the Company and each of its subsidiaries. The lender has agreed to waive the maturity date, so long as the other terms of the agreement continue to be adhered to. The loans bear an interest rate of 18% per annum.
The factoring facility is secured on certain trade receivables. There is a factoring charge of 1% of the Gross debt and a discount rate of 5% above Lloyds bank base rate on net advances. The agreement provides for 6 months’ notice by either party and certain minimum fee levels.
Reconciliation to cash flow statement
|
At 1 April 2021 | Drawn down | Repaid |
At 30 September 2021 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Secured borrowings | - | 2,759 | - | - | 2,759 |
| Convertible loan note | - | 473 | - | - | 473 |
| Factoring facilities | - | 321 | 11 | (40) | 292 |
| BBL | 100 | - | 100 | ||
| Total borrowings | 3,653 | 11 | (40) | 3,624 | |
|
At 1 April 2020 | Drawn down | Repaid |
At 30 September 2020 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Secured borrowings | - | 1,825 | 905 | - | 2,730 |
| Convertible loan note | - | 548 | - | - | 548 |
| Factoring facilities | - | 243 | 22 | (7) | 258 |
| Bank overdraft | - | 41 | - | (41) | - |
| Total borrowings | 2,657 | 927 | (48) | 3,536 | |
7. Share capital
| Number | £’000 | ||||
| Issued and fully paid: | |||||
| At 31 March 2020 | 198,900,000 | 80 | |||
| Issued during the period | 47,093,215 | 18 | |||
| At 30 September 2020 | 245,993,215 | 98 | |||
| Issued during the period | 14 | ||||
| At 31 March 2021 | 280,786,938 | 112 | |||
| Issued during the period | 64,108,222 | 26 | |||
| At 30 September 2021 | 344,895,160 | 138 |
8. Post balance sheet events
On 16 November 2021 the Company issued 5,771,875 new ordinary shares for cash at 1.6p.
On 29 November 2021 the Company issued 906,250 new ordinary shares for cash at 1.6p and 6,531,250 new ordinary shares in settlement of fees at 1.6p.
On 30 November 2021 the Company issued 4,636,750 new ordinary shares in settlement of directors’ fees at 1.6p.
On 3 December 2021 the Company issued 8,680,000 new ordinary shares for cash at 1.5p and 6,320,000 new ordinary shares in settlement of fees at 1.5p.
On 6 December 2021 the Company issued 2,250,000 new ordinary shares for cash at 1.6p and 3,125,000 new ordinary shares in settlement of fees at 1.5p.
On 24 December 2021 the Company issued 4,000,000 new ordinary shares in settlement professional fees subject to a legal claim at 1.8p.
