Interim / Quarterly Report • May 24, 2024
Interim / Quarterly Report
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ASSOCIATED BRITISH ENGINEERING PLC CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 MARCH 2024
| CONTENTS | PAGE |
|---|---|
| Chairmen's statement | 1 |
| Responsibility statement | 2 |
| Group income statement | 3 |
| Group statement of comprehensive income | 4 |
| Group interim balance sheet | 5 |
| Group interim statement of changes in shareholders' equity | 6 |
| Group interim cash flow statement | 7-8 |
| Notes to the interim report | 9 - 15 |
| SUMMARY OF RESULTS | Six months to 31 March 2024 £'000 |
Six months to 31 March 2023 £'000 |
|---|---|---|
| Revenue (Loss)/profit before tax |
(45) | (55) |
| Earnings per share Basic Diluted |
(2.2p) (2.2p) |
(2.7p) (2.7p) |
You will see from our financial numbers and balance sheet that in the period there was a loss of £45k compared to a loss of £55k in 2023. Of the loss for the period , the holdings in US Dollars gave rise to a loss of £11k for the 6 months (previous year a loss of £34k).
From this you can see that the underlying operating costs have reduced to £35k for the 6 months to 31 March 2024. The loss on the valuation of the investments in the six months amounted to £34k (prior year £95 k).
The board maintains the view that, at present, the US Dollar is a more stable currency than the Pound Sterling but retains an open view as to when to convert cash to sterling to meet operating costs. The group continues to hold investments in biotech companies some of which are listed on NASDAQ; whereas some of the loss in value is because of research cycle but the Board takes a strategic view of its holding.
The board has had further discussions with the Listing Authority and its Financial Advisers regarding the restoration of trading in its shares and will update the market when it has further information.
Your Company is now in a good position to talk to potential acquisitions without having to consider the impact of the pension fund and related historical deficits or the qualified audit on our accounts. The Board is now committed to using all its efforts to identifying and acquiring a new business with growth potential and hopefully showing profits for our group.
The Board continues to review options for the future development of the Group.
Chairmen
24th May 2024
The Directors of the Company confirm to the best of their knowledge that:
By order of the Board
Rupert Pearce Gould and Colin Weinberg Chairmen
24th May 2024
| Six months to 31 March 2024 £'000 |
Six months to 31 March 2023 £'000 |
|
|---|---|---|
| REVENUE | ||
| Operating costs | (34) | (21) |
| OPERATING (LOSS)/PROFIT | (34) | (21) |
| Finance expense Finance income Other income |
||
| Unrealised (loss)/gain in value of US dollar balance |
(11) | (34) |
| (LOSS)/PROFIT BEFORE TAXATION Taxation |
(45) | (55) |
| (LOSS)/PROFIT FOR THE PERIOD FROM CONTINUOUS OPERATIONS |
(45) | (55) |
| TOTAL (LOSS)/PROFIT FOR THE PERIOD | (45) | (55) |
| (LOSS)/PROFIT PER SHARE ON (LOSS)/PROFIT FOR THE PERIOD ATTRIBUATABLE TO EQUITY HOLDERS OF THE PARENT COMPANY (BASIC AND DILUTED) |
||
| (2.2p) | (2.7p) | |
| (Loss)/profit for the period attributable to: Owners of the company Non-controlling interest |
(45) | (55) |
| (45) | (55) |
| Six months to 31 March 2024 £'000 |
Six months to 31 March 2023 £'000 |
|---|---|
| (45) | (55) |
| (34) | (95) |
| (34) | (95) |
| (79) | (150) |
| (79) | (150) (150) |
| (79) |
All activities are classified as continuing.
| At 31 March 2024 £'000 |
At 30 September 2023 £'000 |
|
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Property, plant and equipment | ||
| Available for sale financial assets | 20 | 87 |
| 20 | 87 | |
| Current assets | ||
| Property, plant and equipment | ||
| Available for sale financial assets | ||
| Inventories | ||
| Trade and other receivables | 25 | 21 |
| Cash and cash equivalents | 419 | 440 |
| 444 | 461 | |
| Total assets | 464 | 548 |
| EQUITY AND LIABILITIES | ||
| Called up share capital | 51 | 51 |
| Deferred shares | 2,594 | 2,594 |
| Share premium account | 5,370 | 5,370 |
| Other components of equity | 11 | 11 |
| Fair value reserve | 28 | |
| Retained earnings | (7,635) | (7,547) |
| Equity attributable to the Company's Equity | ||
| Shareholders | 391 | 507 |
| Non-controlling interests | 391 | 507 |
| Current liabilities | ||
| Trade and other payables | 73 | 41 |
| 73 | 41 | |
| Total liabilities | 73 | 41 |
| Total equity and liabilities | 464 | 548 |
GROUP INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 MARCH 2024 ASSOCIATED BRITISH ENGINEERING PLC
| Share Capital |
Share Premium |
Deferred Shares |
Other Reserves |
Financial Assets Available for sale |
Retained Eamings |
Attributable to Owners of parent |
Total | |
|---|---|---|---|---|---|---|---|---|
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Balance at 1 April 2023 | 51 | 5,370 | 2,594 | 28 | (7.547) | 507 | 507 | |
| Profit for the period | - | ( | ( | ( | ||||
| For Sale Financial Assets (*) Unrealised gain on Available Other comprehensive income |
(28) | (28) | (28) | |||||
| Balance at 1 October 2023 | 51 | 5,370 | 2,594 | 0 | (7,556) | 470 | 470 | |
| Loss for the period | (45) | (45) | (45) | |||||
| Unrealised (loss)/ gain on For Sale Financial Assets Other comprehensive Realised (loss) gain on Available income |
(34) | (34) | (34) | |||||
| For Sale Financial Assets Fair Value adjustments Realised gains Available |
0 | 0 | ||||||
| Balance at 31 March 2024 | 51 | 5,370 | 2.594 | 0 | 7.635 | 391 | 391 |
6
| Six months to 31 March 2024 £'000 |
Six months to 31 March 2023 £'000 |
|
|---|---|---|
| Cash flows from operating activities Cash used in operations Interest received Interest paid Taxation |
(14) | (57) |
| Net cash used in operating activities | (14) | (57) |
| Cash flows from investing activities Proceeds from sale of equipment Purchase of equipment Movements investments Sale proceeds of investments held for sale Sale proceeds from subsidiary disposal/loan assignment Net cash used in investing activities |
||
| Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
(14) 433 419 |
(57) 497 440 |
| CASH FLOW FROM OPERATING ACTIVITIES | Six months to 31 March 2024 £'000 |
Six months to 31 March 2023 £'000 |
|---|---|---|
| (Loss)/Profit before taxation | (45) | (55) |
| Adjustments for: | ||
| Depreciation Interest income Finance expense Unrealised foreign exchange (losses)/gain Profit on disposal of equipment |
||
| Changes in working capital: | ||
| (Increase)/decrease in trade and other receivables Increase/(decrease) in payables |
20 11 (14) |
(2) (57) |
| Taxes paid | ||
| Cash used in operations | (14) | (57) |
The Company is incorporated in the United Kingdom under the Companies Act 2006.
This condensed unaudited Group Interim Report has been prepared in accordance with IAS 34 Interim Financial Reporting and the disclosure requirements of the Listing Rules and should be read in conjunction with the group's last annual financial statements as at and for the year ended 30 September 2023. They do not include all the information required for a complete set of International Financial Reporting Standards (IFRS) financial statements. However selected explanatory notes are included to explain events and transactions that are significant to an understanding of the group's financial position and the performance since the last annual financial statements . The policies set out below have been consistently applied to all periods presented.
This Group Interim Report is unaudited.
These financial statements are for the period 1 October 2023 to 31 March 2024.
The results for the period ended 30 September 2023 have been extracted from the statutory consolidated financial statements of Associated British Engineering Plc, which are prepared in accordance with IFRS, as adopted by the United Kingdom.
The Directors have assessed the impact of new and amended Accounting Standards that will apply or become affective for periods from 1 January 2023 and have concluded that they are not expected to have a significant impact on the financial statements; and therefore no disclosures have been made.:
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairmen's statement on page 1. The financial position of the Group, its cash flows and liquidity position are described in the financial statements.
The Company has sufficient financial resources.
In accordance with their responsibilities, the Directors of the company have considered the appropriateness of the going concern basis, which has been used in the preparation of these financial statements. The Directors have prepared trading and cash flow forecasts for the Company, which takes into account the future performance of the Company and consider the impact of the Covid-19 pandemic. The forecasts, including allowance for reasonable changes in trading performance indicate that the Company should be able to operate for at least 12 months from the approval of these financial statements.
The forecasts for the 12 months from approval of these financial statements have been considered. As a result of the above assessment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for a minimum period of 12 months from the date of signing these financial statements. Thus, they are adopting the going concern basis in preparing the annual financial statements.
The Group Interim Report incorporates the financial statements of Associated British Engineering Plc and its subsidiary undertakings for the six months to 31 March 2024. All inter-company balances and transactions have been eliminated in full. The Group Interim Report includes the results of subsidiaries acquired or disposed of during the year from or to the effective date of acquisition or disposal.
A subsidiary is an entity controlled, either directly, by the Company, where control is the power to govern the financial and operating policies of the entity so as to obtain benefit from its activities. The acquisition method of accounting is used to account for acquisition of subsidiaries by the cost on an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange. Acquisition costs are expensed in the consolidated income statement for the period in which they are incurred.
The consolidated financial statements consist of the results of the following entities:
| Entity | Summary Description |
|---|---|
| Associated British Engineering Pic (ABE) | Holding Company |
| Akoris Trading Ltd (AT) | Trading Company |
Revenue is measured at the fair value of the consideration receivable by the Group for goods supplied and services provided, excluding value added tax and trade discounts.
Management are required, in accordance with IFRS, to exercise judgement and to make estimates and assumptions regarding the application of accounting policies and the resulting effect on reported amounts of assets, liabilities, income, and expenses. These estimates and assumptions are based on historical experience and a review of current conditions prevailing at the time but actual results may differ from these estimates. Any such revision is recognised in the financial statements in the change in circumstance is detected.
The key areas where management have exercised judgement in the period, and the thought process undertaken, are as follows:
Judgement is applied by management in determining the extent to which the recovery of carried forward tax losses is probable for the purpose of meeting the criteria for recognition as deferred tax assets.
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax payable is based on the taxable profit or loss for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. The deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of reversal of the temporary differences is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
The functional and presentational currency of the parent company and its subsidiaries is UK Pound Sterling, rounded to the nearest thousand. Transactions in currencies other than the functional currency are translated at the rate ruling at the transaction. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Any gains or losses arising are taken to the income statement.
Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term highly liquid investments that have maturities of three months or less from inception, are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities and are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the income statement. Finance costs are calculated so as to produce a constant rate of charge on the outstanding liability. Where none of the contractual terms of share capital meet the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Trade and other receivables are originally recognised at fair value. Subsequent is at amortised cost using the effective interest rate method. A provision against trade receivables is made when there is objective evidence that the group will not be able to collect all amounts due to it in accordance with the original terms of those receivables.
Trade and other payables are originally recognised at fair value, net of transaction costs. Subsequent measurement is at amortised cost using the effective interest rate method.
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, with all transaction costs being written off to the income statement as incurred. Investments are classified as available for sale and are measured at subsequent reporting dates at fair value. Gains and losses arising from changes in fair value of available for sale financial assets are included in other comprehensive income for the period. When the asset is disposed of or deemed to be impaired, the cumulative gain or loss is reclassified from equity reserve to income statement.
Share capital represents the nominal value of shares that have been issued except for the preference shares classified as debt. Deferred shares represent shares arising from the sub-division of ordinary shares of £2.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Retained earnings include all current and prior period retained profits and losses. Available for sale reserve includes all gains and losses relating to Available for Sale financial assets. Other reserves relate to movements not classified in any of the reserves detailed above. Revaluation reserve includes all gains and losses relating to Property, Plant and Equipment. All transactions with owners of the parent are recorded separately within equity.
The standard requires financial information to be disclosed in the financial statements in the same format in which it is disclosed to the chief operating decision-maker. The chief decision-maker has been identified as the Board, at which level strategic decisions are made.
| Six months to | Six months to | |
|---|---|---|
| 31 March | 31 March | |
| 2024 | 2023 | |
| £'000 | £'000 | |
| United Kingdom | ||
| 1 |
All revenue originates in the United Kingdom.
In the periods ended 31 March 2024 and 31 March 2023, save for dollar bank accounts and investments listed on NASDAQ, all of the assets held by the Group were located in the United Kingdom and all capital expenditure was incurred within the United Kingdom.
The following segment information has been prepared in accordance with IFRS 8, "Operating Segments", which defines requirements for the disclosure of financial information of an entity's operating segments.
The Board consider the Group on an individual company basis. Reports by individual companies are used by the chief decision-maker in the Group. Significant operating segments are Associated British Engineering Plc and Akoris Trading Limited.
The Group's operations are located in the United Kingdom. Any transactions between business units are on normal commercial terms and conditions.
Akoris Trading Limited is a commodity and natural resource trading, finance and investment company.
Associated British Engineering Plc is the Group's holding company.
| Associated British Engineering Pic £'000 |
Akoris Trading Ltd £'000 |
Consolidated | |
|---|---|---|---|
| Six months to 31 March 2024 External sales |
|||
| Segment result (PBIT) | (45) | (0) | (45) |
| Net finance expense Taxation |
|||
| Loss after tax | (45) | ||
| Other information Capital additions |
|||
| Balance sheet Segment assets |
364 | 26 | 391 |
| Six months to 31 March 2023 External sales |
|||
| Segment result (PBIT) | (54) | (1) | (55) |
| Net finance expenses Taxation |
|||
| Loss after tax | (55) | ||
| Other information Capital additions |
|||
| Balance sheet Segment assets |
480 | 27 | 507 |
The main risks arising from the Group's financial instruments are market risk, liquidity risk and credit risk. Market risk includes price commodity risk, foreign exchange risk and interest rate risk. The Group has an exposure to foreign exchange risk to the extent that investments may be priced in US dollars or other currencies and has no loans, therefore limited exposure to interest rate risk.
Cash and cash equivalents held at floating rates expose the entity to cash flow risk. Interest rate risk is limited to the cash and cash equivalents.
Based on the balance sheet value of cash and cash equivalents, a 1% change in interest base rates would be unlikely to lead to any material increase or decrease in income or equity. A 1% change in the US Dollar exchange rate would lead to a £3k increase in £ Sterling cash holdings.
The Board reviews and agrees policies for managing each of the above risks and they are summarised below and in the accounting policies to the Group financial statements. These policies have been consistently applied throughout the period.
The Group holds no stock and as such has no exposure to commodities.
The Group's liquidity is dependent on the cash balances available and it is the Group's policy to place surplus cash on deposit to ensure it has an appropriate rate of return. The Board reviews an annual 12 month financial projection as well as information regarding cash balances.
The Group's principal financial assets are cash deposits, available for sale financial assets and trade and other receivables. The credit risk associated with the cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk arises therefore from its trade and other receivables and available for sale financial assets.
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