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GOODWIN PLC

Earnings Release Oct 31, 2010

4629_ir_2010-10-31_e410d9de-0bf6-4dbc-91d7-d3483ab254a0.pdf

Earnings Release

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IVY HOUSE FOUNDRY, HANLEY, STOKE-ON-TRENT

DIRECTORS REPORT AND ACCOUNTS 30* APRIL 2007

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

CHAIRMAN'S STATEMENT

I am pleased to report that the pre-tax profits for the Group for the six month period ending 31st October 2010 were £5.8 million (2009 £6.8 million) from a revenue of £45.9 million (2009 £45.8 million).

Gross margin earned for the period remained in line with the same period last year, but overhead and administration costs increased as a feature of steps being taken such that the Group is appropriately equipped to target significant growth both in the UK and in our overseas subsidiaries over the next five years.

The order input of all Group companies for the first six months of this half year improved by 29% compared with the same period last year which in itself should provide the Group with the opportunity to increase activity in the second half of the year.

Dupré Minerals within our Refractory Division has enhanced its position as the exclusive distributor of vermiculite from the Ugandan Namekara mine by extending the agreement term from 10 to 25 years. This new distribution opportunity, which was originally signed for in May 2010, will allow Dupré to further consolidate its position in the world vermiculite market.

The cash flow position has deteriorated by some £8 million over the past 6 months. This is a feature of the further release and payment for certain capital expenditure projects within the Group and also an increase in the work in progress and debtors as our activity levels are increasing. It is also now more difficult to obtain satisfactory contract stage payments on large contracts as customers have used the recession as a reason not to appropriately fund contracts and as such we have been faced with adding this cost into our selling prices. The Group now has more than adequate lines of credit that are committed to us over a five year period, and this permitted change in cash flow position is an indication of the confidence the Board has in allowing our companies to expand their product lines and activities.

John Goodwin Chairman

21st December 2010

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Management report

Over 75% of the products made by the Group are for use in overseas markets. The management infrastructure will need continuous investment to further grow the Group in these markets and provide quality of service, whilst minimising the risks.

The sales order backlog stands at seven months as at the end of October 2010.

Financial Highlights

Unaudited
Half Year to
31st October
2010
Unaudited
Half Year to
31st October
2009
Audited
Year Ended
30th April
2010
Consolidated Results £m £m £m
Sales revenue 45.93 45.83 93.93
Operating profit 6.06 7.20 14.04
Profit before tax 5.80 6.80 13.31
Profit after tax 4.15 4.91 9.33
Capital Expenditure 2.71 1.36 5.10
Earnings per share (Basic and Diluted) 49.90p 65.40p 118.15p

Turnover

Sales revenue virtually unchanged at £45.93 million for the half year represents a 0.2% increase over the £45.83 million achieved during the same period last year.

With the increased order input in the first six months of the year, there is the opportunity of increasing activity levels in the second half of the year.

Profit Before Tax

Profit before tax for the 6 months of £5.80 million is down 14.7% from the £6.80 million achieved for the same period last year. This is largely as a result of an increased level of overhead brought in to service the growth opportunities of the Group over the next 5 years.

Risks and Uncertainties

The Group has in place internal control procedures which, in conjunction with its centralised management structure, identify and manage the key risks and uncertainties affecting the Group.

We would refer you to note 19 (page 31) of the Group annual accounts to 30th April 2010 which describes in detail the key risks and uncertainties affecting the business such as credit risk and foreign exchange risk. This position remains unchanged at the end of October 2010.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Management report (continued)

Risks and Uncertainties (continued)

We see markets connected with energy such as oil, gas, LNG, electricity and water remaining in demand and additional investment in our engineering division is occurring such that we are suitably positioned to tender for business in the nuclear power station construction activity when it starts ramping up world wide.

Probably the biggest unknown for the next 24 months is the relationship of the major currency pairs and this will have an affect on our global competitiveness, although our overseas manufacturing operations have to some extent reduced this risk.

Report on Expected Developments

This report describes the expected developments of the Group during the year ended 30th April 2011. The report may contain forward-looking statements and information based on current expectations, and assumptions and forecasts made by the Group. These expectations and assumptions are subject to various known and unknown risks, uncertainties and other factors, which could lead to substantial differences between the actual future results, financial performance and the estimates and historical results given in this report. Many of these factors are outside the Group's control. The Group accepts no liability to publicly revise or update these forward-looking statements or adjust them to future events or developments, whether as a result of new information, future events or otherwise, except to the extent legally required.

2011 Outlook

The order input of all Group companies for the first six months has improved 29% compared to the same period last year, which should in itself provide the Group with the opportunity to increase activity in the second half of the year.

Responsibility statement of the directors in respect of the half-yearly financial report

The directors confirm to the best of their knowledge that this condensed set of financial statements has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Management Report and condensed financial statements include a fair review of the information required by Disclosure and Transparency Rules 4.2.7R (being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year) and 4.2.8R (being related party transactions that have taken place in the first six months of the financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so) of the United Kingdom's Financial Service Authority.

J. W. Goodwin Chairman

21st December 2010

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Condensed consolidated income statement for the half year to 31st October 2010

Unaudited Unaudited
Half Year to Half Year to Year Ended
31st October 31st October 30th April
2010 2009 2010
£000 £000 £000
Continuing operations
Revenue 45,933 45,827 93,928
Cost of sales (32,078) (31,899) (64,057)
Gross profit 13,855 13,928 29,871
Distribution costs (1,475) (1,390) (4,595)
Administrative expenses (6,319) (5,338) (11,232)
Operating profit 6,061 7,200 14,044
Financial expenses (436) (522) (959)
Share of profit of associates 181 120 226
Profit before taxation 5,806 6,798 13,311
Tax on profit (1,659) (1,884) (3,980)
Profit after taxation 4,147 4,914 9,331
Attributable to:
Equity holders of the parent 3,593 4,709 8,507
Minority interest 554 205 824
Profit for the period 4,147 4,914 9,331
Basic and diluted earnings per ordinary share 49.90p 65.40p 118.15p

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Condensed consolidated statement of comprehensive income for the half year to 31st October 2010

Unaudited) Unaudited)
Half Year to) Half Year to) Year Ended)
31st October) 31st October) 30th April)
2010) 2009) 2010)
£000) £000) £000)
Profit for the period 4,147) 4,914) 9,331)
Other comprehensive income
Foreign exchange translation differences
Effective portion of changes in fair value of cash flow
(159) (238) 382)
hedges 2,067) 2,542) 328)
Change in fair value of cash flow hedges transferred to
profit and loss
(363) 3,043) 6,858)
Tax recognised on income and expenses recognised
directly in equity (477) (1,564) (2,012)
Other comprehensive income for the period,
net of income tax 1,068) 3,783) 5,556)
Total comprehensive income for the period 5,215) 8,697) 14,887)
Attributable to:
Equity holders of the parent 4,699) 8,297) 13,922)
Minority interest 516) 400) 965)
5,215) 8,697) 14,887)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Condensed consolidated statement of changes in equity for the half year to 31st October 2010

Cash flow)
capital) Share) Translation)
reserve)
hedging)
reserve)
Retained)
earnings)
Total) Minority)
interest)
Total)
equity)
£000) £000) £000) £000) £000) £000) £000)
Half year to 31st October 2010
Balance at 1st May 2010 720) 1,199) (74) 35,082) 36,927) 3,242) 40,169)
Total comprehensive)
income for the period
–) (120) 1,227) 3,592) 4,699) 516) 5,215)
Dividends paid –) –) –) (2,000) (2,000) (256) (2,256)
Balance at 31st October 2010
(Unaudited)
720) 1,079) 1,153) 36,674) 39,626) 3,502) 43,128)
Half year to 31st October 2009
Balance at 1st May 2009 720) 957) (5,247) 30,575) 27,005) 2,482) 29,487)
Total comprehensive
income for the period
–) (238) 4,021) 4,514) 8,297) 400) 8,697)
Dividends paid –) –) –) (4,000) (4,000) (380) (4,380)
Balance at 31st October 2009
(Unaudited)
720) 719) (1,226) 31,089) 31,302) 2,502) 33,804)
Year ended 30th April 2010
Balance at 1st May 2009 720) 957) (5,247) 30,575) 27,005) 2,482) 29,487)
Total comprehensive
income for the period
–) 242) 5,173) 8,507) 13,922) 965) 14,887)
Dividends paid –) –) –) (4,000) (4,000) (205) (4,205)
Balance at 30th April 2010 720) 1,199) (74) 35,082) 36,927) 3,242) 40,169)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Condensed consolidated balance sheet as at 31st October 2010

Unaudited
as at
Unaudited
as at
As at
31st October 31st October 30th April
2010
£000
2009
£000
2010
£000
Non-current assets
Property, plant and equipment 24,596 20,970 23,260
Intangible assets
Investments in associates
11,094
1,055
10,780
760
10,671
919
36,745 32,510 34,850
Current assets
Inventories
20,227 17,004 18,085
Trade and other receivables 26,247 23,612 21,815
Derivative financial assets 2,934 1,172 635
Cash and cash equivalents 3,485 5,288 10,710
52,893 47,076 51,245
Total assets 89,638 79,586 86,095
Current liabilities
Bank overdrafts 1,882 28 887
Other interest-bearing loans and borrowings
Trade and other payables
680
21,690
390
23,340
139
23,629
Deferred consideration 2,617
Derivative financial liabilities 1,051 3,768 1,306
Liabilities for current tax 2,379 2,480 2,150
30,299 30,006 28,111
Non-current liabilities
Other interest-bearing loans and borrowings 10,768 9,096 10,358
Deferred consideration
Deferred tax liabilities
3,479
1,964
5,722
958
5,911
1,546
16,211 15,776 17,815
Total liabilities 46,510 45,782 45,926
Net assets 43,128 33,804 40,169
Equity attributable to equity holders of the parent
Share capital 720 720 720
Translation reserve 1,079 719 1,199
Cash flow hedge reserve 1,153 (1,226) (74)
Retained earnings 36,674 31,089 35,082
39,626 31,302 36,927
Minority interest 3,502 2,502 3,242
Total equity 43,128 33,804 40,169

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Condensed consolidated cash flow statement for the half year ended 31st October 2010

Cash flow from operating activities Unaudited
Half Year to
31st October
2010
£000
Unaudited
Half Year to
31st October
2009
£000
Year Ended
30th April
2010
£000
Profit for the period 4,147 4,914 9,331
Adjustments for:
Depreciation
Amortisation of intangible assets
Financial expense
Loss on sale of property, plant and equipment
Share of profit of associate companies
Tax expense
1,231
232
436
4
(181)
1,659
1,149
214
522
6
(120)
1,884
2,832
456
959
86
(226)
3,980
Operating profit before changes in working
capital and provisions
7,528 8,569 17,418
(Increase) / Decrease in trade and other receivables
Increase in inventories
Increase / (Decrease) in trade and other payables
(5,590)
(2,181)
(2,443)
(584)
203
(1,595)
(excluding payments on account)
Decrease in payments on account
14
(617)
(1,341)
(639)
(1,581)
(1,825)
Cash generated from operations (846) 3,562 12,620
Interest paid
Corporation tax paid
Interest element of finance lease obligations
(237)
(1,489)
(14)
(324)
(1,989)
(7)
(564)
(4,240)
(15)
Net cash (outflow) / inflow from operating activities (2,586) 1,242 7,801
Cash flow from investing activities
Proceeds from sale of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of intangible assets
Acquisition of subsidiary net of cash acquired
Acquisition of associated undertaking
Payment of deferred purchase creditor
Increase holding in subsidiary company
Dividends received from associate company
12
(3,504)
(655)




9
(1,635)

(40)


(117)
17
(4,235)

(290)
(40)
(500)

119
Net cash from investing activities (4,147) (1,783) (4,929)
Cash flows from financing activities
Payment of capital element of finance lease obligations
Dividends paid
Net proceeds from new loans / lease agreements
(177)
(2,000)
696
(188)
(4,000)
909
(275)
(4,000)
2,007
Net cash from financing activities (1,481) (3,279) (2,268)
Net (Decrease) / Increase in cash and cash equivalents (8,214) (3,820) 604
Opening cash and cash equivalents
Effect of exchange rate fluctuations on cash held
9,823
(6)
9,180
(100)
9,180
39
Closing cash and cash equivalents 1,603 5,260 9,823

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Notes

to the condensed consolidated financial statements

1 Reporting entity

Goodwin PLC (the "Company") is a company incorporated in England. The condensed consolidated interim financial statements of the Company as at and for the six months ended 31st October 2010 comprises the Company, its subsidiaries and the Group's interests in associates (together referred to as the "Group").

The consolidated financial statements of the Group as at and for the year ended 30th April 2010 are available upon request from the Company's registered office at Ivy House Foundry, Hanley, Stoke on Trent ST1 3NR or via the Company's web site: www.goodwin.co.uk

2 Statement of compliance

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted in the EU. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 30th April 2010.

The comparative figures for the financial year ended 30th April 2010 are extracts and not the full Group's statutory accounts for that financial year. Those accounts have been reported on by the company's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

These condensed consolidated interim financial statements were approved by the Board of Directors on 21st December 2010.

3 Significant accounting policies

The accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30th April 2010.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Notes (continued)

4 Estimates

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30th April 2010.

5 Business Segments

Products and services from which reportable segments derive their revenues

In accordance with the requirements of IFRS8 "Operating Segments" the Group's reportable segments based on information reported to the Group's Board of Directors for the purposes of resource allocation and assessment of segment performance are as follows:

  • • Engineering casting, machining and general engineering
  • • Refractories powder manufacture and mineral processing

Information regarding the Group's operating segments is reported below.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Notes (continued)

Segment revenues and profits

Engineering Refractories Sub Total
Half Year) Half Year) Year) Half Year) Half Year) Year) Half Year) Half Year) Year)
Ended) Ended) Ended) Ended) Ended) Ended) Ended) Ended) Ended)
31st) 31st) 30th) 31st) 31st) 30th) 31st) 31st) 30th)
October) October) April) October) October) April) October) October) April)
2010) 2009) 2010) 2010) 2009) 2010) 2010) 2009) 2010)
£000) £000) £000) £000) £000) £000) £000) £000) £000)
Revenue
External sales 33,008) 34,261) 70,982) 12,988) 10,319) 22,981) 45,996) 44,850) 93,963)
Intra-Group sales 7,004) 7,567) 15,028) 2,337) 1,689) 3,104) 9,341) 9,256) 18,132)
Total revenue 40,012) 41,828) 86,010) 15,325) 12,008) 26,085) 55,337) 53,836) 112,095)
Reconciliation to consolidated revenues:
Intra-Group sales (9,341) (9,256) (18,132)

45,933) 45,827) 93,928)

Net consolidation adjustments (63) 1,247) (35)

Engineering Refractories Sub Total
Half Year) Half Year) Year) Half Year) Half Year) Year) Half Year) Half Year) Year)
Ended) Ended) Ended) Ended) Ended) Ended) Ended) Ended) Ended)
31st)
31st)
30th) 31st) 31st) 30th) 31st) 31st) 30th)
October) October) April) October) October) April) October) October) April)
2010)
2009)
2010) 2010) 2009) 2010) 2010) 2009) 2010)
£000)
£000)
£000) £000) £000) £000) £000) £000) £000)
Profits
Segment result
including associates 4,429)
5,512)
11,533) 1,634) 1,299) 3,299) 6,063) 6,811) 14,832)
Group administration costs (445) (115) (368)
Group finance and treasury costs (251) (322) (1,284)
Other (net) 439) 424) 131)
Consolidated profit before tax for the period 5,806) 6,798) 13,311)
Tax (1,659) (1,884) (3,980)
Consolidated profit after tax for the period 4,147) 4,914) 9,331)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Notes (continued)

Segmental assets and liabilities

Segmental total assets Segmental total liabilities Segmental net assets
Half Year) Half Year) Year) Half Year) Half Year) Year) Half Year) Half Year) Year)
Ended) Ended) Ended) Ended) Ended) Ended) Ended) Ended) Ended)
31st) 31st) 30th) 31st) 31st) 30th) 31st) 31st) 30th)
October) October) April) October) October) April) October) October) April)
2010) 2009) 2010) 2010) 2009) 2010) 2010) 2009) 2010)
£000) £000) £000) £000) £000) £000) £000) £000) £000)
Engineering 50,293) 45,645) 44,010) 33,926) 31,032) 32,003) 16,367) 14,613) 12,007)
Refractories 26,589) 20,932) 22,668) 15,588) 11,553) 12,338) 11,001) 9,379) 10,330)
Sub total reportable
segment 76,882) 66,577) 66,678) 49,514) 42,585) 44,341) 27,368) 23,992) 22,337)
Goodwin PLC (the Company) net assets 22,672) 19,651) 25,072)
Investments elimination / Goodwill adjustments (6,062) (6,634) (6,611)
Other consolidation adjustments (3,324) (3,360) (1,426)
Foreign exchange / IAS 39 2,474) 155) 797)
Consolidated total net assets) 43,128) 33,804) 40,169)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Notes (continued)

Geographical segments

Half year ended 31st October 2010 Half year ended 31st October 2009
Non PPE Non PPE
Operational current Capital Operational current Capital
Revenue assets assets expenditure Revenue assets assets expenditure
£000 £000 £000 £000 £000 £000 £000 £000
UK 9,979 32,531 31,587 1,360 7,325 23,367 27,588 910
Rest of Europe 9,594 3,427 701 148 10,746 3,705 840 321
USA 5,106 6,323
Pacific Basin 10,878 3,955 237 19 13,193 4,152 1,436 17
Rest of World 10,376 3,215 4,220 1,184 8,240 2,580 2,646 116
Total 45,933 43,128 36,745 2,711 45,827 33,804 32,510 1,364

Year ended 30th April 2010

Non PPE
Operational current Capital
Revenue assets assets expenditure
£000 £000 £000 £000
UK 18,332 29,459 30,764 3,741
Rest of Europe 22,251 3,872 723 798
USA 9,277
Pacific Basin 24,035 3,697 128 50
Rest of World 20,033 3,141 3,235 518
Total 93,928 40,169 34,850 5,107

The Group operates in the above principal locations. In presenting the information on geographical segments, revenue is based on the location of its customers and assets and the location of the assets.

6 Dividends

The directors do not propose the payment of an interim dividend.

Half year ended Half year ended Year ended
31st October 31st October 30th April
2010 2009 2010
£000 £000 £000
Equity Dividends Paid:
Paid ordinary dividend 30th April 2010: (27.777p per share) 2,000
Paid ordinary dividend 30th April 2009: (27.777p per share) 2,000 2,000
Paid extraordinary dividend 30th April 2009: (27.777p per share) 2,000 2,000

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the half year ended 31st October 2010

Notes (continued)

7 Earnings per share

The calculation of the earnings per ordinary share is based on the number of ordinary shares in issue during all periods of 7,200,000 and on the profit for the six months attributable to ordinary shareholders of £3,593,000 (half year ended 31st October 2009: £4,709,000). The company has no share options or other diluting interest and accordingly, there is no difference in the calculation of diluted earnings per share.

8 Issuance and repayment of debt

During the 6 months to 31st October 2010, the Group has repaid £350,000 of 5 year drawn down committed lines which remain available to be redrawn when appropriate.

The Group has also entered into a finance lease agreement for a total of £1,046,000 relating to the purchase of new CNC machinery and has repaid capital elements of its finance leases of £177,000.

9 Property, Plant and Equipment

During the six month period, the Group incurred fixed asset expenditure of £2.711 million (6 months to 31st October 2009: £1.364 million) on various capital projects throughout the Group.

10 Intangible assets

Cost
At 1st May 2010
£000
12,335
Additions 655
At 31st October 2010 12,990
Amortisation
At 1st May 2010 1,664
Charge for the half year 232
At 31st October 2010 1,896
Net book value at 31st October 2009 10,780
Net book value at 1st May 2010 10,671
Net book value at 31st October 2010 11,094

Additions to intangible assets in the period relate to the acquisition of vermiculite rights in relation to the Ugandan Namekara mine.

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