TIDMGDWN
RNS Number : 5818I
Goodwin PLC
08 August 2023
GOODWIN PLC
PRELIMINARY ANNOUNCEMENT FOR RELEASE ON 8TH AUGUST 2023
Goodwin PLC today announces its preliminary results for the year
ended 30th April, 2023.
CHAIRMAN'S STATEMENT
The "Trading" pre-tax profit for the Group for the twelve month
period ended 30th April, 2023, was GBP18.9 million (2022: GBP17.2
million) an increase of 10% on revenue of GBP186 million (2022:
GBP144 million) . Trading profit for this purpose is defined as the
Group pre - tax reported profit of GBP22.1 million less the
positive impact of our interest rate swap , having increased in
value by a further GBP3.2 million . The GBP3.2 million movement
relates to the 30th April , 2023 valuation of our GBP30 million
interest rate swap derivative that expires in August 2031 , whereby
we have fixed our interest rate on GBP30 million of debt for ten
years at less than 1% for a ten year term. We described in the
Chairman's statement within last year ' s A nnual R eport why the
movements in valuation of the interest rate swap shall be excluded,
as well as being excluded for dividend purposes .
The Directors propose an increased dividend of 115p (2022:
107.80p) per share.
For the financial year en ding on 30th April 2023, the G roup
has demonstrated substantial progression in its transformation,
particularly noted in the handling of increased workload. There was
a significant 68% increase in order intake compared to the last
year, predominantly at Goodwin Steel Castings Limited and Goodwin
International Limited, contributing to the start of the rebound of
our Mechanical Engineering D ivision, which had experienced
challenges in recent years. As of the date of the current report,
the G roup's cumulative future orders stand at GBP271 million.
Mechanical Engineering Division
Whilst there has been some resurgence for petrochemical valves
for new LNG projects around the world , due to energy uncertainty
from current world events , assisting our valve manufacturing
companies, it is the combined package that our foundry, Goodwin
Steel Castings and the precision project engineering facility
Goodwin International offers , which has led to the largest part of
new orders shown in the G roup workload, with them being primarily
for the nuclear decommissioning and naval markets.
Due to the work that these two businesses have excelled at ,
whilst diversifying away from their mainstay of petrochemical -
based work a decade ago, be it discret e orders or orders that
combine the skillset of the organisations, the future looks bright.
The programmes of work , that are actively ramping up now, are
being exploited to win more and more of the same, supporting
projects that will still be ongoing in a decade 's time .
A lot of this work has only been possible as a result of the
significant investment into Goodwin Steel Castings over recent
years. We focused on what needed to be done to become one of the
West's large casting supplier s of choice for large technically
advanced castings that we are manufacturing now. These investments
look set to repay the faith the Board had in the company and ,
after a long drought , they should now meaningfully contribute to
the G roup's performance going forward.
The supply of heavy duty submersible pumps , primarily to the
mining industry , is 19% up on last year . T he pump companies in
India, Brazil, Australia and South Africa continue to convert
customers from competitors ' pumps that are not as reliable and
robust as the Goodwin pump, which is specifically designed for the
most demanding applications. In the year , a new hydraulically
powered variant of our submersible slurry pump that can be mounted
directly on 10 - 30 tonne excavators, driven by the excavator ' s
hydraulics, was launched. The addition of this hydraulic pump opens
up a new market area (Heavy Construction) in terms of customers and
applications that will complement the natural growth that is
expected for the electrically driven pumps. It will be a
distributor - based market with the pump being marketed as an
excavator accessory, thus allowing all the existing pump companies
, that are profitable , to bolt on a compl e mentary product with
minimal increases in overheads, all for applications that do not
compete with our existing pump business.
Duvelco, the G roup ' s latest and largest investment into a new
business area , which will facilitate the production of high
operational temperature polyimide polymer resins , is on course to
be completed in line with our previously disclosed timeline.
Commercial operation of our initial plant is expected to occur
prior to June 2024. As soon as production material is available ,
the team will look to commence gaining sales traction and break
into this new market sector for the G roup.
It has been a good year with real progress being made . T he D
ivision has adeptly navigated contract and customer management
challenges across all sectors, with the overall divisional
profitability up 33% on an increased turnover of 41%.
Refractory Engineering Division
In the year there have been two major notable successes. The
first major achievement has occurred at Brassington in Derbyshire ,
where the team at Hoben International Limited (Hoben) has
successfully installed and commissioned a second calciner. The
calciner supplies one of the key raw materials for the investment
casting powder, and as such , the installation not only enables the
D ivision to continue to grow , but has provided the D ivision with
a level of business continuity that we never had the benefit of
before. In order to increase capacity to accommodate continued
growth in ground silica sales , a thi rd ball mill is in the
process of being installed and is planned to be commissioned before
the end of the calendar year.
The second success relates to Dupré Minerals Limited ( Dupré ) ,
wh ich supplies a range of refractory products that typically
contain vermiculite. During the year the C ompany has achieved
record trading profits by increasing its profitability by over 50%
. T he C ompany has maximised its position through the supply of
its traditional products as well as growing its newer products. The
energy crisis brought on by the Ukraine conflict has led to a surge
in the number of wood stoves being installed, for which Dupré
supplies the internal vermiculite insulation boards.
In addition to the supply of boards, Dupré's internally
developed product, known as AVD that address the burning issues
surrounding lithium - ion battery fires has taken a step forward.
The m omentum in sales is starting to provide a respectable
contribution to the Group's profits. AVD extinguishing agent and
fire extinguishers are now being sold in over forty-five countries
with additional distributors being appointed in new territories on
a regular basis. In recent weeks , Underwriters Laboratory (UL)
certification for component recognition of AVD as an extinguishing
agent and certification of a six litre fire extinguisher containing
AVD to UL8 has now been obtained . T his is a significant milestone
for opening up sales into the USA and other global markets that
require UL Certification and it has been pleasing to see that the
order input via multiple sources for AVD in the first two months of
this financial year was equal to more than the last half of 2023.
Expansion of the AVD manufacturing capacity is planned in the
coming year.
Sales of j ewellery investment powder, moulding rubber and
injection waxes have remained strong within the year. Final
customer approvals for X-Sil respirable silica free investment
powder are in the i r final stages at key reference customers in
the USA and Europe . T his has been a long process which should
start to generate sales in the coming year. India remains the key
growth country for jewellery production around the world and in
order to increase production capacity for both investment powder
and injection wax production in India a newly constructed larger
production facility will be completed and commissioned within the
current financial year.
Carbon Reduction Activities
Over the course of the year , the Group has continued working on
its carbon neutral program and has spent a further GBP2 m illion on
renewables, specifically solar panels where the power generated
will be utilised on site. In total , the Group has now completed
sixteen of the twenty-two individual electricity projects that were
initially targeted, which includes the installation of 5.7 MWp of
solar panels. The results of this will reduce the Group ' s
electricity purchased from the national grid by over 24.7% per
year, amounting to savings of over GBP1 m illion per year , provid
ing a reduction of 1,365 tonnes equivalent of carbon dioxide (CO(2)
) per year. As noted in last year ' s A nnual R eport, the
remaining projects are being held up by the District Network
Operator . O nce this permission , along with planning permission
where required , has been obtained there is potential to install a
further 10MW of solar panels across our sites. Over half of this
will be based at Hoben in Derbyshire where we intend to also apply
for planning for two 2.5MW wind turbines . T he power generated
from these installations will be fully utilised by the G roup and
will not be exported back to the grid.
Two other major components of the carbon neutral program are the
conversion of our 4MW / hr natural gas burners on both calciners at
Hoben to hydrogen and offsetting our CO(2) footprint , that cannot
be eliminated in its entirety without ceasing operation. Despite
two unsuccessful grant applications to BEIS to mitigate the very
high cost of the electrolysis machine required to make onsite g
reen hydrogen , we are continuing to pursue government support, as
the Group ' s carbon neutral target heavily depends on finding an
alternative to burning natural gas. However, for all other gas
processes that cannot be converted , the company has purchased a
new 1,180 acre plot of land that is ideally suited for planting
560,000 broad leaf trees. The planting scheme will be one of the
largest in the UK and over the next fifty-five years will offset an
average of 2,168 tonnes of CO(2) per year, which , for example ,
covers 100% of the CO(2) emissions that are generated at the
foundry from burning natural gas, as well as being able to offset
other subsidiary gas burning processes.
Cashflow
The significant increase in order input and the downpayments
associated with these orders, coupled with the not insignificant
levels of non - cash depreciation charges (GBP8 m illion ) that
occur annually, provided the Group with a very strong cash
generation in the year end ed 30th April , 2023. Notwithstanding
the GBP23 m illion of capital expenditure that has occurred in the
year, the Group ' s net debt reduced to finish at GBP33 m illion
which equates to a modest gearing of 26.3%. The major areas of
expenditure relate to the second calciner, Duvelco polymer
production plant and extending the melt shop at the foundry to
enable a greater level of production capacity . Furthermore, the
initial costs in relation to a new 7,690 sq m building in India ,
for which the Board had approved the investment, due to both the
refractory and pump businesses reaching capacity within the
existing facility , were also incurred in the year ending 30th
April 2023.
With the growth that is expected in the years to come, the Group
has recently renewed a GBP10 m illion revolving credit facility.
This is a s well as securing an additional GBP25 m illion of
committe d banking facilities on effectively a four year term, as a
prudent policy to ensure that guaranteed facilities and the
appropriate level of headroom is available to the Group , should it
ever be required. The total value of our facilities now available
to fund the Group is GBP75 .5 m illion, of which at the year end we
were only utilising 48 %.
In line with the activity, the Group ' s employee numbers are
starting to increase. Our apprenticeship programme continues to
insulate the Group from the skills shortages that exist in the
local area. To date , a total of three hundred apprentices have
completed the course at the Training Centre, with the vast majority
of them now working within the subsidiaries and the Group ' s
twelft h cohort of thirty apprentices will be starting in September
2023.
In March 2023 , John Connolly, who had been the Group Chief
Accountant and a Director of Goodwin PLC for sixteen years,
retired. He had worked for the Goodwin Group for over twenty-seven
years and the Board takes the opportunity of thanking him for his
hard work and loyalty over the years , which helped move the Group
forward. We wish him much happiness in his retirement. We are also
pleased to report that Adam Deeth has been brought on board as a
highly capable replacement for the Group Chief Accountant role.
We are once again extremely grateful to our UK and overseas
directors, managers and employees for their hard work in driving
forward the performance of the Group.
T.J.W. Goodwin
Chairman
Alternative performance measures mentioned above are defined in
Note 2 of the financial statements to be published shortly.
OBJECTIVES, STRATEGY AND BUSINESS MODEL
The Group's main OBJECTIVE and PURPOSE is to have a sustainable
long-term engineering based business with good potential for
profitable growth while providing a fair return to our
shareholders.
The Board's VALUES of engineering excellence, quality,
efficiency, reliability, competitive price and delivery contribute
to the delivery of its strategy.
The Board's STRATEGY to achieve this is:
-- to supply a range of technically advanced products to growth
markets in the Mechanical Engineering and Refractory Engineering
segments in which we have built up a global reputation for
engineering excellence, quality, efficiency, reliability,
competitive price and delivery;
-- to manufacture advanced technical products profitably, efficiently and economically;
-- to maintain an ongoing programme of investment in plant,
facilities, sales and marketing, research and development with a
view to increasing efficiency, reducing costs, increasing
performance, delivering better products for our customers,
expanding our global customer base and keeping us at the forefront
of technology within our markets, whilst at all times taking
appropriate steps to ensure the health and safety of our employees
and customers;
-- to control our working capital and investment programme to ensure a safe level of gearing;
-- to maintain a strong capital base to retain investor,
customer, creditor and market confidence and so help sustain future
development of the business;
-- to support a local presence and a local workforce in order to stay close to our customers;
-- to invest in training and development of skills for the Group's future;
-- to manage the environmental and social impacts of our
business to support its long-term sustainability.
BUSINESS MODEL
The Group's focus is on manufacturing within two sectors,
Mechanical Engineering and Refractory Engineering, and through this
division of our manufacturing activities, our overseas business
facilities and our global sales and marketing activities, the Group
benefits from market diversity. Further details of our business and
products are shown on our website www.goodwin.co.uk
Mechanical Engineering
The Group specialises in supplying precision engineered
solutions and industrial goods into critical applications,
generally on a project basis, more often than not involving the
complementary skill set of other group companies to deliver the
requirement. The projects normally involve international
procurement, high integrity castings, forgings or wrought high
alloy steels, carbon fibre composite structures, precision CNC
machining, complex welding and fabrication, and other operations as
are required. In addition to specialist projects, the Group
manufactures and sells a wide range of dual plate check valves,
axial nozzle check valves and axial piston control and isolation
valves. These solutions and products typically form part of large
construction projects, including the construction of naval vessels,
nuclear waste treatment, nuclear power generation, liquefied
natural gas (LNG), gas, oil, petrochemical, mining, and water
markets.
We generate value by creating leading edge technology designs,
globally sourcing the best quality raw material at good prices,
manufacturing in highly efficient facilities using up to date
technology to provide very reliable products to the required
specification, at competitive prices and with timely
deliveries.
The Group through its foundry, Goodwin Steel Castings Limited,
has the capability to pour high performance alloy castings up to 35
tonnes, radiograph and also finish CNC machine and fabricate them
at the foundry's sister company, Goodwin International Limited.
This capability is targeting the defence industry and nuclear
decommissioning, the oil and gas industry, as well as large, global
projects requiring high integrity machined castings.
Goodwin International Limited, the largest company in the
Mechanical Engineering Division, not only designs and manufactures
dual plate check valves, axial nozzle check valves and axial piston
control and isolation valves but also undertakes specialised CNC
machining and fabrication work for nuclear decommissioning
projects. Goodwin International Limited also has a division that is
focused on manufacturing / machining high precision, high integrity
components for naval marine vessels. Noreva GmbH also designs,
manufactures and sells axial nozzle check valves. Both Goodwin
International Limited and Noreva GmbH purchase the majority of the
value of their sand mould castings from Goodwin Steel Castings
Limited for their ranges of check valves and this vertical
integration gives rise to competitive benefits, increased
efficiencies and timely deliveries.
At Goodwin Pumps India Private Limited we manufacture a superior
range of submersible slurry pumps for end users in India, Brazil,
Australia and Africa. Easat Radar Systems Limited and its
subsidiary, NRPL Aero Oy, design and build bespoke high-performance
radar surveillance systems for the global market of major defence
contractors, civil aviation authorities and coastal border security
agencies. Easat has a sister company, Easat Radar Systems India
Private Limited, that also manufactures, sells and maintains radar
systems. We create value on these by innovative design, assembly
and testing in our own facilities using bought in or engineered
in-house components.
Refractory Engineering
Within the Refractory Engineering Division, Goodwin Refractory
Services Limited (GRS) generates value primarily from designing,
manufacturing and selling investment casting powders , injection
moulding rubbers and waxes to the jewellery casting industry. GRS
also manufactures and sells these products to the tyre mould and
aerospace industries. The Refractory Engineering Division has five
other investment powder manufacturing companies located in China,
India and Thailand which sell the casting powders directly and
through distributors to the jewellery casting industry and also
directly to tyre mould and aerospace industries.
These companies are vertically integrated with another of our UK
companies, Hoben International Limited (Hoben) , which manufactures
cristobalite, which it sells to the six casting powder
manufacturing companies as well as producing ground silica that
also goes into casting powders and other UK uses of silica. Hoben
now also manufactures different grades of perlite, and a patented
range of biodegradable bags, known as Soluform, for use inside
traditional hessian / jute bags for the placement of concrete in or
around rivers.
The other UK refractory company is Dupré Minerals Limited (
Dupré ) which focuses on producing exfoliated vermiculite that is
used in insulation, brake linings and fire protection products,
including technical textiles that can withstand exposure to high
temperatures. Dupré also sells consumable refractories to the shell
moulding precision casting industry. Dupré has designed, patented
and is now selling a range of fire extinguishers and an
extinguishing agent for lithium -ion battery fires that utilises a
vermiculite dispersion as the fire extinguishing agent.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the year ended 30th April, 2023
2023 2022
GBP'000 GBP'000
CONTINUING OPERATIONS
Revenue 185,742 144,108
Cost of sales (139,521) (101,404)
GROSS PROFIT 46,221 42,704
Distribution expenses (3,741) (3,743)
Administrative expenses (22,167) (20,654)
OPERATING PROFIT 20,313 18,307
Finance costs (net) (1,438) (1,169)
Share of profit of associate company 65 63
PROFIT BEFORE TAXATION AND MOVEMENT IN
FAIR VALUE OF INTEREST RATE SWAP 18,940 17,201
Additional year-on-year u nrealised g ain
on 10 y ear i nterest r ate s wap d erivative 3,189 2,740
PROFIT BEFORE TAXATION 22,129 19,941
Tax on profit (5,616) (6,321)
PROFIT AFTER TAXATION 16,513 13,620
---------- ----------
ATTRIBUTABLE TO:
Equity holders of the parent 15,904 12,980
Non-controlling interests 609 640
PROFIT FOR THE YEAR 16,513 13,620
---------- ----------
206.81
BASIC EARNINGS PER ORDINARY SHARE (in pence) p 169.14 p
---------- ----------
DILUTED EARNINGS PER ORDINARY SHARE (in 206.81
pence) p 169.14 p
---------- ----------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30th April, 2023
2023 2022
GBP'000 GBP'000
PROFIT FOR THE YEAR 16,513 13,620
OTHER COMPREHENSIVE INCOME / (EXPENSE)
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS:
Foreign exchange translation differences (1,412) 1,493
Effective portion of changes in fair value of cash flow hedges 3,741 (3,834)
Ineffectiveness in cash flow hedges transferred to profit or loss 518 (339)
Change in fair value of cash flow hedges realised in the profit or loss 1,308 (1,432)
Effective portion of changes in fair value of cost of hedging (1,447) 275
Ineffectiveness in cost of hedging transferred to profit or loss (76) (23)
Change in fair value of cost of hedging realised in the to profit or loss 33 (75)
Tax (charge) / credit on items that may be reclassified subsequently to profit or loss (919) 1,114
OTHER COMPREHENSIVE INCOME / (EXPENSE) FOR THE YEAR, NET OF INCOME TAX 1,746 (2,821)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 18,259 10,799
-------- --------
ATTRIBUTABLE TO:
Equity holders of the parent 17,726 10,089
Non-controlling interests 533 710
-------- --------
18,259 10,799
-------- --------
GOODWIN PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30th April, 2023
Share Translation Share-based Cash Cost Retained Total Non-controlling Total
capital reserve payments flow of earnings attributable interests equity
reserve hedge hedging to equity
reserve reserve holders
of the
parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
YEARED
30TH APRIL,
2023
Balance at
1st May, 2022 769 463 5,244 (2,746) 140 111,440 115,310 4,433 119,743
Total
comprehensive
income:
Profit for
the year -- -- -- -- -- 15,904 15,904 609 16,513
Other
comprehensive
income:
Foreign exchange
translation
differences -- (1,312) -- -- -- -- (1,312) (100) (1,412)
Effective
portion of
changes in
fair value -- -- -- 3,741 (1,447) -- 2,294 -- 2,294
Ineffectiveness
transferred
to profit
or loss -- -- -- 518 (76) -- 442 -- 442
Change in
fair value
transferred
to profit
or loss -- -- -- 1,274 40 -- 1,314 27 1,341
Tax -- -- -- (1,283) 367 -- (916) (3) (919)
-------- ------------ ------------ -------- -------- --------- ------------- ---------------- --------
TOTAL
COMPREHENSIVE
INCOME /
(EXPENSE)
FOR THE YEAR -- (1,312) -- 4,250 (1,116) 15,904 17,726 533 18,259
Transactions
with owners:
Dividends
paid -- -- -- -- -- (8,289) (8,289) (556) (8,845)
BALANCE AT
30TH APRIL,
2023 769 (849) 5,244 1,504 (976) 119,055 124,747 4,410 129,157
-------- ------------ ------------ -------- -------- --------- ------------- ---------------- --------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30th April, 2022
Share Translation Share-based Cash Cost Retained Total Non-controlling Total
capital reserve payments flow of earnings attributable interests equity
reserve hedge hedging to equity
reserve reserve holders
of the
parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
YEARED
30TH APRIL,
2022
Balance at
1st May, 2020 753 (852) 5,244 1,601 (1) 106,396 113,141 4,887 118,028
Total
comprehensive
income:
Profit for
the year -- -- -- -- -- 12,980 12,980 640 13,620
Other
comprehensive
income:
Foreign exchange
translation
differences -- 1,315 -- -- -- -- 1,315 178 1,493
Effective
portion of
changes in
fair value -- -- -- (3,790) 275 -- (3,515) (44) (3,559)
Ineffectiveness
transferred
to profit
or loss -- -- -- (333) (23) -- (356) (6) (362)
Change in
fair value
transferred
to profit
or loss -- -- -- (1,359) (64) -- (1,423) (84) (1,507)
Tax -- -- -- 1,135 (47) -- 1,088 26 1,114
-------- ------------ ------------ -------- -------- --------- ------------- ---------------- --------
TOTAL
COMPREHENSIVE
INCOME /
(EXPENSE)
FOR THE YEAR -- 1,315 -- (4,347) 141 12,980 10,089 710 10,799
Transactions
with owners:
Issue of shares 16 -- -- -- -- -- 16 -- 16
Acquisition
of NCI without
a change in
control -- -- -- -- -- (74) (74) (356) (430)
Dividends
paid -- -- -- -- -- (7,862) (7,862) (808) (8,670)
-------- ------------ ------------ -------- -------- --------- ------------- ---------------- --------
BALANCE AT
30TH APRIL,
2022 769 463 5,244 (2,746) 140 111,440 115,310 4,433 119,743
-------- ------------ ------------ -------- -------- --------- ------------- ---------------- --------
CONSOLIDATED BALANCE SHEET
at 30th April, 2023
2023 2022
GBP'000 GBP'000
NON-CURRENT ASSETS
Property, plant and equipment 101,243 87,594
Right-of-use assets 6,763 6,191
Investment in associate 964 896
Intangible assets 25,448 24,817
Long-term trade receivables -- 1,191
Derivative financial assets 5,932 2,741
-------- --------
140,350 123,430
-------- --------
CURRENT ASSETS
Inventories 47,955 40,364
Contract assets 16,257 12,331
Trade and other receivables 34,589 28,647
Corporation tax receivable 1,337 1,347
Derivative financial assets 2,684 1,211
Cash and cash equivalents 19,661 11,651
-------- --------
122,483 95,551
-------- --------
TOTAL ASSETS 262,833 218,981
CURRENT LIABILITIES
Borrowings 6,729 2,764
Contract liabilities 32,747 14,749
Trade and other payables 31,765 27,260
Derivative financial liabilities 2,383 2,393
Liabilities for current tax 921 1,886
Provisions for liabilities and charges 266 205
-------- --------
74,811 49,257
-------- --------
NON-CURRENT LIABILITIES
Borrowings 47,256 40,376
Derivative financial liabilities -- 1,643
Provisions for liabilities and charges 246 251
Deferred tax liabilities 11,363 7,711
-------- --------
58,865 49,981
-------- --------
TOTAL LIABILITIES 133,676 99,238
-------- --------
NET ASSETS 129,157 119,743
-------- --------
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Share capital 769 769
Translation reserve (849) 463
Share-based payments reserve 5,244 5,244
Cash flow hedge reserve 1,504 (2,746)
Cost of hedging reserve (976) 140
Retained earnings 119,055 111,440
-------- --------
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 124,747 115,310
-------- --------
NON-CONTROLLING INTERESTS 4,410 4,433
TOTAL EQUITY 129,157 119,743
-------- --------
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30th April, 2023
2023 2022
GBP'000 GBP'000
CASH FLOW FROM OPERATING ACTIVITIES
Profit from continuing operations after tax 16,513 13,620
Adjustments for:
Depreciation of property, plant and equipment 6,272 6,202
Depreciation of right of use assets 1,198 1,192
Amortisation and impairment of intangible assets 1,257 1,572
Finance costs (net) 1,438 1,169
Currency (gains) / losses net of unhedged derivative movements 1,213 (1,535)
Loss / (p rofit ) on sale of property, plant and equipment 134 (18)
Unrealised gain on 10 year interest rate swap derivative (3,189) (2,740)
Share of profit of associate company (65) (63)
UK tax incentive credit on research and development (610) (675)
Tax expense 5,616 6,321
--------- ---------
OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL AND PROVISIONS 29,777 25,045
(Increase) in inventories (8,377) (5,175)
(In crease ) / decrease in contract assets (3,804) 3,498
(I ncrease ) in trade and other receivables (5,304) (3,341)
Increase in contract liabilities 17,954 472
I ncrease in trade and other payables 4,072 804
CASH GENERATED FROM OPERATIONS 34,318 21,303
Interest received 75 157
Interest paid (2,015) (1,415)
Corporation tax paid (3,251) (2,051)
--------- ---------
NET CASH INFLOW FROM OPERATING ACTIVITIES 29,127 17,994
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment 218 341
Acquisition of property, plant and equipment (18,871) (16,215)
Additional investment in existing subsidiaries -- (430)
Acquisition of intangible assets (675) (282)
Development expenditure capitalised (1,196) (1,505)
--------- ---------
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (20,524) (18,091)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES
Issue of shares -- 16
Payment of capital element of lease liabilities (1,874) (1,153)
Dividends paid (8,289) (7,862)
Dividends paid to non-controlling interests (556) (808)
Proceeds from new loans 11,500 6,702
Repayment of loans and committed facilities (1,181) (683)
Change in bank overdrafts 119 --
--------- ---------
NET CASH OUTFLOW FROM FINANCING ACTIVITIES (281) (3,788)
--------- ---------
NET INCREASE / (DE CREASE ) IN CASH AND CASH EQUIVALENTS 8,322 (3,885)
Cash and cash equivalents at beginning of year 11,651 15,160
Effect of exchange rate fluctuations on cash held (312) 376
--------- ---------
CASH AND CASH EQUIVALENTS AT OF YEAR 19,661 11,651
--------- ---------
PRINCIPAL RISKS AND UNCERTAINTIES
The Group's operations expose it to a variety of risks and
uncertainties. The Directors confirm that they have carried out a
robust assessment of the principal risks the Company faced ,
including those that would threaten its business model, future
performance, solvency or liquidity.
Market risk: The Group provides a range of products and
services, and there is a risk that the demand for these products
and services will vary from time to time because of competitor
action or economic cycles or international trade friction or even
wars. As shown in note 3 of the financial statements to be
published shortly , the Group operates across a range of
geographical regions, and its turnover is split across the UK,
Europe, USA, the Pacific Basin and the Rest of the World.
Operating in many territories helps spread market risk.
Similarly, the Group operates in both Mechanical Engineering and
Refractory Engineering sectors, mitigating the impact of a downturn
in any one product area as has been seen in recent financial
years.
The potential risk of the loss of any key customer is limited as
no single customer accounts for more than 1 0 % of annual
turnover.
As described in the Business Model, the Group generates
significant sales from nuclear new build and decommissioning, naval
propulsion marine applications and ship hull components, as well as
from valves it supplies to LNG, oil, chemical and water markets.
The Mechanical Engineering Division also sells submersible pumps
that are supplied to the mining industries and radar systems that
are us ed for civil and defence applications. The Refractory
Engineering Division sells vermiculite and perlite to the
insulating and fire prevention industry and our investment casting
powder companies indirectly sell to the jewellery consumer market
through the supply of investment casting moulding powders, waxes,
silicone and natural rubber.
Technical risk: The Group develops and launches new products as
part of its strategy to enhance the long-term value of the Group.
Such development projects carry business risks, including
reputational risk, abortive expenditure and potential customer
claims which may have a material impact on the Group. The potential
risk here is seen as manageable given the Group is developing
products in areas in which it is knowledgeable and new products are
tested as far as possible prior to their release into the
market.
Product failure / Contractual risk: The risks that the Group
supplies products that fail or are not manufactured to
specification are risks that all manufacturing companies are
exposed to but we try to minimise these risks through the use of
highly skilled personnel operating within robust quality control
system environments, using third party accreditations where
appropriate. With regard to the risk of failure in relation to new
products coming on line, the additional risks here are minimised at
the research and development stage, where prototype testing and the
deployment of a robust closed loop product performance quality
control system provides feedback to the design department for the
products we manufacture and sell. The risk of not meeting safety
expectations, or causing significant adverse impacts to customers
or the environment, is countered by the combination of the controls
mentioned within this section and the purchase of product liability
insurance. The risk of product obsolescence is countered by
research and development investment.
Supply chain and equipment risk: Failure of a major supplier or
an essential item of equipment presents a constant risk of
disruption to the manufacturing in progress, especially in these
times of high inflation associated with the conflict in Ukraine .
Where reasonably possible, management mitigates and controls the
risk with the use of dual sourcing, continual maintenance
programmes, and by carrying adequate levels of stocks and spares to
reduce any disruption.
Health and safety: The Group's operations involve the typical
health and safety hazards inherent in manufacturing and business
operations. The Group is subject to numerous laws and regulations
relating to health and safety around the world. Hazards are managed
by carrying out risk assessments and introducing appropriate
controls, as well as attending safety training courses.
Acquisitions: The Group's growth plan over recent years has
included a number of acquisitions. There is the risk that these, or
future acquisitions, fail to provide the planned value. This risk
is mitigated through financial and technical due diligence during
the acquisition process and the Group's inherent knowledge of the
markets they operate in.
Financial risk: The principal financial risks faced by the Group
are changes in market prices (interest rates, foreign exchange
rates and commodity prices). As reported elsewhere within these
financial statements , the Company , on 2nd July , 2021 , signed a
contract to mitigate the impact of interest rate risk by taking out
an interest rate swap derivative fixing GBP30 million of notional
debt at less than 1% v ersus the variable SONIA rate for a period
of ten years , commencing 1st September, 2021 . Detailed
information on the financial risk management objectives and
policies is set out in note 28 of the financial statements to be
published shortly. The Group has in place risk management policies
that seek to limit the adverse effects on the financial performance
of the Group by using various instruments and techniques, including
credit insurance, stage payments, forward foreign exchange
contracts, secured and unsecured credit lines.
Regulatory compliance: The Group's operations are subject to a
wide range of laws and regulations. Both within Goodwin PLC and its
subsidiaries, the Directors and Senior Managers within the
companies make best endeavours to ensure we comply with the
relevant laws and regulations. The Group ensures that high ethical
standards and values are adopted, specifically with regards to
anti-corruption, anti-bribery and human rights. During the year,
the Group has carried out enhanced sanctions training and updated
internal policies to reflect the associated risks.
IT security: The Group performs regular and remote off site
backups of its IT systems, from time to time engaging external
companies to test and report any weaknesses and deficiencies found
to enable solutions to be put in place to mitigate and minimise the
risk of an IT security breach. The Group is in the process of
re-evaluating the need to invest further in this area over the next
twelve months.
Energy and Climate Change : The recent geopolitical tensions,
with the current conflict in Ukraine, combined with the UK
Government ' s energy policy over the last few years to reduce
carbon emissions has left the country exposed to the fragile global
energy system which has driven significant increases in the cost of
power. Following the impact t his has had on the Group earlier on
in the year, the Group has amended its strategy to manage the risk
through hedging strategies , incorporating price escalation clauses
into the longer term contracts , aided by the coming on stream of
increasing levels of low cost solar power around the Group.
Furthermore, the Group has successfully completed sixteen of the
twenty-two individual electricity projects that were initially
targeted, which include the installation of 5.7 MW of solar panels.
The results of this will reduce the Group's electricity purchased
from the national grid by over 24.7% per year, amounting to savings
of over GBP1 million per year as compared to buying electricity
from the grid.
FORWARD-LOOKING STATEMENTS
The Group Strategic Report contains forward-looking type
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 for future events or
developments, whether as a result of new information, future events
or otherwise, except to the extent legally required.
Directors' statement pursuant to the Disclosure and Transparency
Rules
Each of the Directors, whose names are listed below, confirm
that to the best of each person's knowledge:
a. the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit of the
Company and the undertakings included in the consolidation taken as
a whole; and
b. the Strategic Report contained in the Annual Report includes
a fair review of the development and performance of the business
and the position of the Company and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
Directors
The Directors of the Company who have served during the year are
set out below.
M.S. Goodwin
S.R. Goodwin
T.J.W. Goodwin
J. Connolly (retired 31st March,2023)
B.R.E. Goodwin
N. Brown
J.E. Kelly (Non-Executive Director)
Accounting policies
Goodwin PLC (the "Company") is incorporated in England and
Wales.
The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the "Group") and
equity account the Group's interest in associates. The parent
Company financial statements present information about the Company
as a separate entity and not about its Group.
The Group's financial statements have been prepared in
accordance with UK adopted I nternational A ccounting S tandards
(IAS) and interpretations issued by the IFRS Interpretations
Committee (IFRS IC) applicable to companies reporting under UK
adopted IFRS.
The Company has elected to prepare its financial statements in
accordance with Financial Reporting Standard (FRS) 101 issued in
the UK. These are presented on pages 104 to 114 of the financial
statements to be published shortly.
The accounting policies set out below have been applied
consistently to all periods presented in these Group financial
statements.
Judgements made by the Directors, in the application of these
accounting policies that have significant effect on the financial
statements and estimates with a possible significant risk of
material adjustment in the next year are discussed in note 2 of the
financial statements to be published shortly .
New IFRS standards and interpretations adopted during 2022 /
2023
The IASB and IFRIC issued the following amendment:
-- Amendments to IFRS 3 Business Combinations; IAS 16 Property,
Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and
Contingent Assets; and Annual Improvements 2018-2020 - (effective
for periods commencing on or after 1 st January , 2022).
The implementation of th ese amendment s has not ha d a material
impact on the Group's financial statements
The financial information previously set out does not constitute
the Company's statutory accounts for the years ended 30th April,
202 3 or 202 2 but is derived from those accounts. Statutory
accounts for 202 2 have been delivered to the Registrar of
Companies, and those for 202 3 will be delivered in due course. The
auditors have reported on those accounts; their report was:
i. unqualified;
ii. did not include references 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.
Copies of the 202 3 accounts are expected to be posted to
shareholders within the next two weeks and will also be available
on the Company's website: www.goodwin.co.uk and from the Company's
Registered Office: Ivy House Foundry, Hanley, Stoke-on-Trent ST1
3NR.
Note 1
Segmental information
Products and services from which reportable segments derive
their revenues
For reporting to the chief operating decision maker, the Board
of Directors, and a s outlined in the Business Model section of the
Strategic Report on page 3 of the financial statements to be
published shortly, the Group is organised into two reportable
operating segments according to the different products and services
provided by the M echanical E ngineering and R efractory E
ngineering D ivisions. Segment assets and liabilities include items
directly attributable to segments as well as group centre balances
which can be allocated on a reasonable basis. Associates are
included in R efractory E ngineering. In accordance with the
requirements of IFRS 8, information regarding the Group's operating
segments is reported below.
In previous years the segmental analysis of net assets, capital
expenditure and depreciation was based on the legal structure of
the Group. This year, the analysis represents the operational
structure of the Group and the prior year comparatives have been
updated accordingly. There are no other reportable segments apart
from those identified.
2023 2022
Mechanical Refractory Total Mechanical Refractory Total
Engineering Engineering Engineering Engineering
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue
External sales 123,767 61,975 185,742 87,605 56,503 144,108
Inter-segment
sales 23,771 18,365 42,136 17,784 15,523 33,307
Total revenue 147,538 80,340 227,878 105,389 72,026 177,415
------------- ------------- ------------- -------------
Reconciliation to consolidated
revenue:
Inter-segment
sales (42,136) (33,307)
Consolidated revenue
for the year 185,742 144,108
--------- ---------
2023 2022
% GBP'000 % GBP'000
Profits
Mechanical Engineering 49 12,171 42 9,139
Refractory Engineering 51 12,772 58 12,657
---- -------- ---- --------
Segment operating profit 100 24,943 100 21,796
---- -------- ---- --------
Group centre (4,630) (3,489)
-------- --------
Group operating profit 20,313 18,307
-------- --------
Finance costs (net) (1,438) (1,169)
Share of profit of Refractory
associate company 65 63
-------- --------
Profit before taxation
and movement in fair value
of interest rate swap 18,940 17,201
-------- --------
Unrealised gain on 10
year i nterest rate swap
derivative 3,189 2,740
-------- --------
Profit before tax 22,129 19,941
-------- --------
Tax on profit (5,616) (6,321)
-------- --------
Profit after tax 16,513 13,620
-------- --------
2023 2023 2023 2023 2022 2022 2022 2022
Group Mechanical Refractory Total Group Mechanical Refractory Total
centre Engineering Engineering centre Engineering Engineering
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net assets
Total assets 18,644 175,023 69,166 262,833 18,493 141,995 58,493 218,981
Total
liabilities (2,821) (103,234) (27,621) (133,676) (2,595) (77,211) (19,432) (99,238)
-------- ------------- ------------- ---------- -------- ------------- ------------- ---------
15,823 71,789 41,545 129,157 15,898 64,784 39,061 119,743
-------- ------------- ------------- ---------- -------- ------------- ------------- ---------
For the purposes of monitoring segment performance and
allocating resources between segments, the Group's Board of
Directors monitors the tangible and financial assets attributable
to each segment. All assets and liabilities are allocated to
reportable segments with the exception of some of those held by the
parent Company, Goodwin PLC.
2023 2022
Group Mechanical Refractory Total Group Mechanical Refractory Total
centre Engineering Engineering centre Engineering Engineering
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Segmental capital expenditure
Property,
plant and
equipment 630 15,623 4,928 21,181 1,868 9,596 4,889 16,353
Right-of-use
assets 220 1,233 66 1,519 419 2,423 881 3,723
Intangible
assets 11 508 1,305 1,824 64 1,121 602 1,787
-------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Total 861 17,364 6,299 24,524 2,351 13,140 6,372 21,863
-------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Segmental depreciation, amortisation and impairment
Depreciation 1,070 4,872 1,528 7,470 1,046 4,643 1,705 7,394
Amortisation
and
impairment 64 446 747 1,257 123 668 781 1,572
-------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Total 1,134 5,318 2,275 8,727 1,169 5,311 2,486 8,966
-------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Geographical segments
The Group operates in the following principal locations. In
presenting the information on geographical segments, revenue is
based on the location of its customers and assets on the location
of the assets.
2023 2022
Revenue Net Non-current Capital Revenue Net Non-current Capital
assets assets expenditure assets assets expenditure
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
UK * 55,867 82,669 114,235 21,533 38,599 77,447 102,254 19,670
Rest of
Europe 28,367 10,636 4,224 790 21,388 8,648 3,728 1,009
USA 19,854 -- -- -- 14,046 -- -- --
Pacific
Basin 34,725 15,982 7,029 330 31,085 15,867 6,703 278
Rest of
World 46,929 19,870 8,930 1,871 38,990 17,781 8,004 906
-------------- -------------- ------------------ ------------------ -------------- -------------- ------------------ ------------------
Total 185,742 129,157 134,418 24,524 144,108 119,743 120,689 21,863
-------------- -------------- ------------------ ------------------ -------------- -------------- ------------------ ------------------
* The prior year comparative for non-current assets has been
adjusted to remove GBP2,741,000 of derivative assets.
Note 2
Dividends
The Board proposes to pay a dividend of 115 pence per share, up
7% on the previous year (2022: 107.80 p). The proposed dividend has
been calculated using the Group's profit after taxation figure,
plus depreciation and amortisation for the year ending 30th April,
2023, after having excluded the non-cash GBP3.2 million mark to
market unrealised gain relating to the 10 year interest rate
swap.
T he Board proposes to continue to smooth the Group's cash flow
by splitting the payment of the proposed ordinary dividends of 115
pence per share into equal instalments of 57.5 pence per share on
6th October, 2023 and on or around 12th April, 2024 to shareholders
on the register on 15th September, 2023 and on or around 22nd
March, 2024 respectively.
Note 3
Earnings per share
2023 2022
Number Number
Ordinary shares in issue
Opening shares in issue 7,689,600 7,526,400
Shares issued in the year -- 163,200
---------- ----------
Total ordinary shares (issued and options) 7,689,600 7,689,600
---------- ----------
Weighted average number of ordinary shares
in issue 7,689,600 7,673,951
2023 2022
GBP'000 GBP'000
Relevant profits attributable to ordinary
shareholders 15,904 12,980
-------- ----------
2023 2022
pence pence
Basic earnings per share 206.81 169.14
Diluted earnings per share 206.81 169.14
Note 4
Going concern
The Directors, after having reviewed the projections and
possible challenges that may lie ahead, believe that there is a
reasonable expectation that the Group has adequate resources to
continue in operational existence for at least twelve months from
the date of approval of these financial statements, and have
continued to adopt the going concern basis in preparing the
financial statements.
As at 30th April 2023, the Group's gearing ratio stood at 26.3%
(2022: 25.8%) against a substantial shareholders' net worth of GBP
125 million (2022: GBP 115 million). The retained reserves of the
Group put it in a strong position to deal with unforeseen material
adverse issues.
The Group has continued to incur high energy costs throughout
the financial year, but it has been able to manage the increases in
costs. With the measures already put in place, together with the
continued monitoring of the energy costs incurred , we do not see
the impact of energy costs giving rise to a going concern issue.
Furthermore, the fact that it is Group policy to manufacture and
sell products with high technology and high gross margins assists
in insulating the Group from high energy costs.
Within our severe but plausible stress test model, it is
demonstrable that the Group has sufficient funds, after the share
buy-back transaction, to cover the Group's and the Company's
financial commitments during the forecast period whilst remaining
compliant with its financial covenants. The stress test model
starts with the forecasts generated by the subsidiary directors and
reflects their specific knowledge of the market conditions,
strategy and outlook. Each of these subsidiary level forecasts is
then reviewed, challenged and approved by the relevant Group
Managing Director who themselves are immersed in each of the
businesses. The stress test model then predicts the impact of a
severe but plausible reduction in the pre-tax profit forecast by
reducing revenues by 18% without adjusting downwards the capital
expenditure programme, maintaining the overheads at their current
expected levels and keeping the financing facilities at the same
amounts that were in place at year end. The results of the stress
test modelling did not highlight any going concern issues, breaches
of covenants or requirements for any further financing
facilities.
Whilst our carrying values of trade debtors and contract assets
are significant, we see little risk here in terms of recovery.
Where possible, we credit insure the majority of our debtors and
our pre credit risk (work in progress), and for significant
contracts where credit insurance is not available, we ensure, where
possible, that these contracts are backed by letters of credit or
cash positive milestone payments.
As discussed elsewhere within these accounts, the Mechanical
Engineering order book remains high and the Refractory Engineering
segment continues to be buoyant.
The Directors are confident that the Group and Company will have
sufficient funds to continue to meet their liabilities as they fall
due for at least twelve months from the date of approval of the
financial statements and therefore have prepared the financial
statements on a going concern basis.
Note 5
Annual General Meeting
The Annual General Meeting will be held at 10.30 a.m. on 29 th
Septem ber, 202 3 at Crewe Hall, Weston Road, Crewe, Cheshire , CW1
6UZ.
Note 6
ALTERNATIVE PERFORMANCE MEASURES
Measure 2023 2022
Gross profit (GBP'000) 46,221 42,704
Revenue (GBP'000) 185,742 144,108
Gross profit as percentage
of revenue (%) 24.9 % 29.6 %
------------- -------------
Profit before tax (GBP'000) 22,129 19,941
Unrealised gain on 10
year interest rate swap
derivative (3,189) (2,740)
------------- -------------
Trading profit (GBP) 18,940,000 17,201,000
------------- -------------
Operating profit (GBP'000) 20,313 18,307
Capital employed (GBP'000) 157,569 145,095
Return on capital employed
(%) 12.9% 12.6%
------------- -------------
Net debt (GBP'000) 32,822 29,785
Net assets attributable
to equity holders of
the parent(GBP'000) 124,747 115,310
Gearing (%) 26.3 % 25.8 %
------------- -------------
Net profit attributable
to equity holders of
the parent (GBP'000) 15,904 12,980
Net assets attributable
to equity holders of
the parent(GBP'000) 124,747 115,310
Return on investment
(%) 12.7 % 11.3 %
------------- -------------
Revenue (GBP'000) 185,742 144,108
Average number of employees 1,144 1,112
Sales per employee (GBP) 162,362 129,594
------------- -------------
Annual post tax profit
(GBP'000) 16,513 13,620
Interest rate SWAP mark
to market net of tax
@ 19.49% (2022: 19%)
(GBP'000) (2,567) (2,219)
Deferred tax rate change
(GBP'000) -- 2,012
Deferred tax rate difference 596 --
(GBP'000)
Depreciation owned assets
(GBP'000) 6,272 6,202
Depreciation right-of-use
assets (GBP'000) 1,198 1,192
Amortisation and impairment
(GBP'000) 1,257 1,572
Exclude operating lease
depreciation (GBP'000) (538) (508)
------------- -------------
Annual post tax profit
+ depreciation+amortisation
(GBP) 22,731,000 21,871,000
------------- -------------
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END
FR UWARROAUWRRR
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