TIDMROL
RNS Number : 4686H
Rotala PLC
28 July 2023
28 July 2023
Rotala Plc
("Rotala", the "Company" or the "Group")
Interim Results
Rotala plc (AIM:ROL), a provider of transport solutions across
the UK, announces its unaudited interim results for the six months
ended 31 May 2023.
Highlights
-- Continued Government support for the bus industry
-- Passenger numbers remain at 90%-95% of pre-COVID levels
-- Revenues up approximately 35% to GBP52.6m (H1 2022: GBP39.0m)
-- Profit before tax and exceptional items GBP865,000 (2022: GBP4,000)
-- Normalised earnings per share of 1.43p (2022: 0.01p)
-- Interim dividend declared of 0.5p per share (2022: 0.5p)
-- Net debt at 31 May 2023 of GBP45m (2022: GBP43m)
-- Trading in line with the Board's expectations for FY 2023
Post-period end:
-- Completed the sale of the Bolton depot for GBP12.7 million in cash
-- Net debt reduced to GBP32m after completion of sale
Simon Dunn, Chief Executive of Rotala, said : "The Group
performed well in the first six months of the year. COVID-19 has
changed bus travel patterns and the bus industry is co-operating
closely with central and local Government to align bus services
with these changes. We expect this process to continue to produce
growth opportunities and I believe that the Company is well placed
to take advantage of any opportunities that arise."
For further information please contact:
Rotala Plc 0121 322 2222
John Gunn, Chairman
Simon Dunn, Chief Executive
Kim Taylor, Group Finance Director
Shore Capital 020 7408 4090
Tom Griffiths / James Thomas / Lucy Bowden (Corporate Advisory)
Henry Willcocks (Corporate Broking)
Copies of this announcement are available on the Company's website at www.rotalaplc.com.
Chairman's Statement
I am pleased to be able to make this report to the shareholders
of Rotala Plc for the six months ended 31 May 2023 ("H1 2023").
Passenger numbers and Government support
Nationally, passenger volumes have yet to recover fully to the
levels seen before the COVID-19 pandemic. During 2022, passenger
volumes for the bus industry reached approximately 85% to 90% of
pre-COVID levels and, in the first six months of 2023, have
consolidated at the upper end of that range. The Company's
passenger volumes over the same period were slightly higher, at
around 90% to 95% compared to pre-COVID levels. However, in the
view of the Board, this outperformance can be ascribed to small
gains in the Company's market share, rather than differences in the
Company's markets compared to the national UK bus market.
The UK Government continues to respond to the need to raise
passenger volumes with initiatives to support the bus industry and
to encourage increased bus usage. In mid-2021, the Department for
Transport ("DfT") introduced a scheme called "Bus Recovery Grant"
("BRG") which focused on compensating operators for the shortfall
in passenger numbers as the industry recovered from COVID. BRG was
extended beyond its planned initial termination date several times
but was finally phased out on 30 June 2023. From 1 January 2023,
the Government also introduced funding for a GBP2 single fare cap
which will continue until 31 October 2023, when it will be replaced
by a fare cap set at GBP2.50. This cap will extend until 30
November 2024. Early evidence from Government surveys suggests that
these fare cap initiatives have had a positive impact on bus
patronage. All the Group's operating subsidiaries have now enrolled
their eligible services in this scheme.
The Government continues to add its support following the end of
BRG. The latest new initiative, called "BSOG+", introduced from 1
July 2023, adds a payment for each kilometre driven coupled to an
additional pence per litre payment for fuel used, over and above
the long-standing Bus Service Operators' Grant, which is also paid
by litre in relation to usage. The BSOG+ initiative will last until
April 2025.
Revenues
Unaudited
GBPm Unaudited Six months Unaudited Audited
Six months ended 30 Six months Year ended
ended 31 November ended 31 30 November
May 2023 2022 May 2022 2022
Commercial 32.4 29.1 24.7 53.8
------------- ------------- ------------- --------------
Contracted 15.8 12.3 9.0 21.3
------------- ------------- ------------- --------------
Total Commercial
and Contracted Revenue 48.2 41.4 33.7 75.1
------------- ------------- ------------- --------------
Charter 0.6 0.6 0.5 1.1
------------- ------------- ------------- --------------
Grants and subsidies 3.8 3.9 4.8 8.7
------------- ------------- ------------- --------------
Total 52.6 45.9 39.0 84.9
------------- ------------- ------------- --------------
The above table highlights that the grants and subsidies
received from the various arms of the UK Government have tapered as
passenger numbers have recovered and normal commercial operations
resumed. Commercial revenue reflects these factors and has
significantly grown period on period. Contracted revenue has shown,
relatively speaking, an even stronger growth pattern as the local
and transport authorities in the areas in which the Group operates
have reacted to UK Government policy by increasing their budgets
for supported bus services. The Group has been able to gain a
substantial share of these increased budgets, driving the growth in
this type of revenue. However, revenues have been affected by the
impact of inflation in broadly the same manner as it has the rest
of the economy.
Financial results
Unaudited Unaudited Audited
Six months Six months Year ended
GBPm ended 31 ended 31 30 November
May 2023 May 2022 2022
Operating profit before exceptional
items 2.3 1.1 1.1
------------ ------------ -------------
Profit/(loss) before tax and
exceptional items 0.9 0.0 (1.1)
------------ ------------ -------------
Profit before tax and after
exceptional items (see note
3 below) 0.0 3.0 2.0
------------ ------------ -------------
As normal commercial operation has returned, operating profit
before exceptional items has in turn responded and more than
doubled in H1 2023, compared to the corresponding period in the
preceding year (2022: GBP1.1m). For the six months ended 31 May
2023, a profit before tax and exceptional items of GBP0.9m was
recorded compared to breakeven in the comparative period last
year.
Profit before tax and after exceptional items fluctuates
principally as a result of the marking to market of the Group's
fuel derivative position (which saw a profit of GBP2.4m in the
first six months of 2022 and GBP2.6m for FY 2022 as a whole). The
mark to market loss of GBP0.8m in the first six months of FY 2023
was principally caused by the Company's fuel hedges covering FY
2024 and FY 2025. Details of the current fuel hedge position are
set out below.
In H1 2022, an exceptional profit of GBP0.6m was also recorded
on the sale of a leasehold property. Note 3 to this statement
contains a full analysis of the make-up of exceptional items.
Working capital
Unaudited Unaudited Audited
At 31 May At 31 May At 30 November
GBPm 2023 2022 2022
Inventories 0.9 1.2 1.2
----------- ----------- ----------------
Trade and other receivables 7.6 10.1 8.2
----------- ----------- ----------------
Trade and other payables (10.5) (7.4) (9.2)
----------- ----------- ----------------
Total working capital (2.0) 3.9 0.2
----------- ----------- ----------------
The Group's total working capital remained at low levels,
showing some fluctuation across the periods under report, as can be
seen in the above table. However, there were no special factors to
be identified. As the exposure to contracted services grows, for
example in Greater Manchester, the Board expects more working
capital to be required to finance this type of revenue, which
absorbs more working capital by its very nature.
Total net debt (including hire purchase debt)
Unaudited Unaudited Audited
At 31 At 31 May At 30 November
GBPm May 2023 2022 2022
Revolving commercial facility
("RCF") drawn 10.9 1.3 nil
---------- ----------- ----------------
Mortgage debt 5.2 5.7 5.4
---------- ----------- ----------------
Hire purchase debt 28.8 36.3 33.4
---------- ----------- ----------------
Net overdraft/(cash) 0.5 0.0 (1.2)
---------- ----------- ----------------
Total net debt 45.4 43.3 37.6
---------- ----------- ----------------
During the COVID pandemic, the Board focused on cash
conservation and debt reduction. Thus, at 30 November 2022, the
Company was not using its RCF facility at all. During H1 2023, the
Company conducted a Tender Offer, as detailed further below, which
was financed by a drawing of GBP10m on the RCF. In the same period,
the Company also acquired a new freehold depot in Eccles, Greater
Manchester for a cash consideration of GBP1.9m which was also
financed by the RCF. All these drawings were repaid upon receipt of
the funds for the sale of the Bolton bus depot, as set out below.
As a result, following completion of the sale of the Bolton depot,
the Company's net debt was reduced to GBP32m.
No new mortgage or hire purchase debt was incurred in any of the
periods set out in the above table and so this debt amortised
across these periods in line with the normal repayment terms of
these borrowings.
Tender Offer
By means of a Tender Offer announced on 26 January 2023, and
fully described in a circular to shareholders of the same date, the
Company returned surplus capital of GBP10 million to shareholders
in the period. The circular should be consulted for the full
details of the Tender Offer and the background and reasons for its
launch.
The Tender Offer proposed that the Company would buy back up to
GBP10 million of its own shares at a price of 55p per ordinary
share. The Tender Offer was fully taken up and a total of
18,181,818 shares was acquired by the Company at a cost of GBP10
million. Of these shares, 13,993,134 were cancelled and 4,188,684
were taken to treasury to cover any potential issues of ordinary
shares in respect of the outstanding share options. Immediately
after the Tender Offer closed on 16 February 2023, a total of
5,910,000 ordinary shares was held in treasury.
Franchising developments in Greater Manchester
On 23 December 2022, the Company released a detailed
announcement about developments in the franchising arrangements in
Greater Manchester and how they affected the Company. The principal
matters dealt with in this announcement were the proposed disposals
of the Company's Bolton bus depot and the majority of the bus fleet
based at that depot (together the "Disposals"). On 1 June 2023, the
Company announced that it had concluded negotiations with Transport
for Greater Manchester ("TfGM") and the Greater Manchester Combined
Authority ("GMCA") and had conditionally exchanged contracts on the
Disposals as follows to:
1. dispose of its Bolton bus depot to the GMCA, with all its
associated fixtures, fittings, plant and machinery; and
2. place 134 vehicles, being the majority of its buses based at
the Bolton depot, into the notional asset pool (the Residual Value
Mechanism) created by TfGM as part of the franchising arrangements
for Greater Manchester.
As both of these transactions required shareholder approval, a
circular dated 15 June 2023 was sent to shareholders and this
circular (the " Circular ") should be consulted for the detail of
the transactions and the reasons why the Company entered into them.
A general meeting to gain the necessary shareholder approvals was
called for 3 July 2023. At that meeting, the resolutions
authorising the Disposals were approved decisively. All other
conditions attaching to the disposal of the Bolton depot to the
GMCA were subsequently satisfied and, accordingly, on 7 July 2023
the disposal was completed and the cash consideration of GBP12.7
million attaching to this leg of the Disposals was duly received.
These proceeds were used to repay the:
1. mortgage debt of GBP2m related to the Bolton depot; and
2. remaining outstanding drawings on the RCF, such that this facility is now undrawn.
The Company will receive the remaining cash consideration of
approximately GBP17.7 million for the second leg of the Disposals
outlined above in September 2023. These proceeds will be used
to:
1. repay the hire purchase debt of approximately GBP12.8 million
attaching to these bus assets at that time; and
2. bolster the Company's general cash resources.
The pro forma illustrative effect of the Disposals on the
Company was set out in the Circular and in the following table:
Unaudited
Pro forma
RCF repayments, Total Net
plus forecast Debt after
Audited Application Tender mortgage HP finance the Proposed
Total of proceeds Offer and lease for new Disposals
GBP'000 Net Debt of the and Eccles liability work and financing
at 30 Disposals depot amortisation in GMCA of new
November acquisition in FY 2023 area vehicles
2022 required
Mortgage
liabilities 5,439 (1,931) - (355) - 3,153
----------- -------------- -------------- ------------------ ------------- ---------------
HP debt 33,361 (12,846) - (7,974) 11,945 24,486
----------- -------------- -------------- ------------------ ------------- ---------------
Other lease
liabilities 566 - - (372) - 194
----------- -------------- -------------- ------------------ ------------- ---------------
Revolving
commercial
facility - (10,400) 11,900 (1,500) - -
----------- -------------- -------------- ------------------ ------------- ---------------
Net cash
asset (1,214) (5,262) - - - (6,476)
----------- -------------- -------------- ------------------ ------------- ---------------
Total 38,152 (30,439) 11,900 (10,201) 11,945 21,357
----------- -------------- -------------- ------------------ ------------- ---------------
The overall effect of these transactions on the Group is that it
will receive aggregate cash consideration of approximately GBP30.4
million for the assets included within the Disposals. The total net
book value of these assets at their dates of sale is estimated to
be approximately GBP23.0 million.
Capital expenditure
At 31 May At 31 May At 30 November
2023 2022 2022
Average fleet age 7.99 years 7.52 years 7.89 years
----------- ----------- ---------------
During FY 2022, the Company's requirements for new vehicles were
very limited, being restricted to vehicles for new work or
contracts won. The Company does not expect to acquire a material
number of new vehicles in FY 2023, but in the early part of FY
2024, 60 new vehicles will be delivered. These vehicles are
required to operate the small franchise contracts won by the
Company in Greater Manchester and which are described in detail in
the Circular, and will cost GBP11.9m, financed by new hire purchase
contracts.
The Company will also take delivery of its first new-build
electric bus in late FY 2023. The Board expects that in FY 2024, it
will begin a fresh cycle of fleet replacement. It is intended that
these vehicles will be electric and not diesel fuelled.
Management of the vehicle fleet continued in the period. The
Company disposed of 35 older vehicles, which were replaced by
second hand vehicles of the EURO VI emissions standard. Two-thirds
of the bus fleet is now of EURO VI standard or better. The
continuing disposal of older vehicles in the period ensured that
the average fleet age remained closely comparable to previous
periods.
Dividend
In accordance with its stated dividend policy, the Board has
declared an interim dividend of 0.5p per share (2022: 0.5p) which
will be paid on 25 August 2023 to shareholders on the register at
the close of business on 11 August 2023, with the ex-dividend date
being 10 August 2023.
Fuel hedging
The Group's budget for FY 2023 anticipates fuel usage of
approximately 12 million litres, falling to 11 million litres in
each of FY 2024 and FY 2025 as mileage driven aligns itself with
the currently anticipated profile of the Group's businesses .
Hedging contracts have been taken out to cover these levels of fuel
usage such that approximately 52% of the budgeted fuel usage in FY
2023 has been hedged, and 76% of both of FY 2024 and FY 2025. All
these hedging contracts are at an average price of between 103p and
112p per litre . For reference, the market price of fuel at the
date of this statement (excluding VAT) is 114p per litre.
The Board will continue to monitor market conditions closely and
take out such further fuel hedging contracts as it deems are
appropriate to meet its objective of reducing volatility in its
costs and, where possible, creating greater business certainty.
Financial review
Income statement
The Consolidated Income Statement is set out below. The factors
governing the levels of revenue have been dealt with earlier in
this statement in the section on total revenue. As revenue has
increased, so did cost of sales, principally in the areas of driver
salaries and fuel. The gross profit margin remained at
approximately the same 14% level. Administrative expenses before
exceptional items rose mainly because of increases in overhead
employee salary costs, general training expenses and technology
costs, large parts of which will have been driven by the prevalent
inflationary conditions. The increase in interest expense reflects
the higher level of borrowings in the period caused by the RCF
drawing to finance the Tender Offer. Interest on hire purchase
contracts was slightly lower than in the comparative period last
year.
As a result of the above, profit from operations (before
exceptional items) increased from GBP1.1m in FY 2022 to GBP2.3m for
H1 2023 and profit before tax increased from GBP4,000 to
GBP865,000. This was in line with the Board's budget for the
period. As set out above, profit before tax (after exceptional
items) was impacted by the marking to market of the Group's fuel
derivative exposure. The majority of the provision related to the
fuel derivative cover in FY 2024 and FY 2025. In contrast, the
previous year had seen a profit from the same source. Note 3 to
this statement sets out a full analysis of exceptional items.
As a result of all the factors set out above, normalised
earnings per share for the six months ended 31 May 2023, before
exceptional items, were 1.43p (2022: 0.01p). Basic earnings per
share, after exceptional items, were 0.00p (2022: 4.17p).
Balance sheet
The gross assets of the Group as at 31 May 2023 declined to
GBP83.4 million (2022: GBP91.1 million), but the total was very
similar to the position as at 30 November 2022. The book values of
property, plant and equipment (which are fully analysed in note 6)
were maintained at roughly the same levels but the principal
difference in non-current assets, when compared to the position at
31 May 2022, is the value ascribed to the defined benefit pension
scheme. This value changed markedly in the second half of FY 2022,
as described in the 2022 Annual Report. Current assets were little
different from the position at the end of FY 2022, though much
decreased from the position as at 31 May 2022 due to the absence of
a derivative financial instrument asset and a decline in trade and
other receivables as outstanding Government grants were received in
cash.
Current liabilities rose principally because of the increase in
loans and borrowings occasioned by the drawings on the RCF used to
finance the Tender Offer in February 2023, as described above. As
noted above these borrowings were repaid in July 2023. The exposure
to derivative financial instruments was also a liability in 2023,
whereas it had been an asset in FY 2022. The full analysis of loans
and borrowings at period ends is set out in note 7 below. Total
obligations under hire purchase contracts fell as repayments were
made but no new contracts were taken out. Note 9 contains a full
analysis of the profile of hire purchase obligations. Other
non-current liabilities were little changed from those seen at the
end of 2022 or in the comparable period last year.
The result of the movements outlined above was that the net
assets of the Group as at 31 May 2023 had fallen to GBP20.3 million
(2022: GBP34.1 million).
Cash flow statement
Cash flows from operating activities (before changes in working
capital and provisions) fell when compared to H1 2022 to GBP5.3
million (2022: GBP7.7 million). The principal reason for this was a
fall in profitability as the result of an exceptional loss being
incurred on the marking to market of the fuel derivative, compared
to a profit on the same item in the comparable period last year.
Cash flows from changes in working capital and provisions also
decreased markedly. In the previous period, various accumulated
accrued government grants were finally received in cash. This item
was not repeated in H1 2023. Cash generated from operations was
therefore GBP7.7 million for the period (2022: GBP17.2 million).
Interest paid on lease liabilities fell slightly as no new hire
purchase contracts were entered into. Net cash flows from
operations thus declined from GBP16.4 million in the comparable
period last year to GBP6.9 million in H1 2023.
Purchases of property, plant and equipment, at GBP3.8 million,
included GBP1.9 million for the new freehold depot in Eccles,
Greater Manchester referred to above. This was financed by a
drawing on the Company's RCF. The Group also took the opportunity
to acquire 40 buses, most of them second hand, to retire a similar
number of older vehicles of lower emission standard. All these
vehicles were acquired for cash.
Within financing activities, the Company drew GBP10 million on
its RCF to finance the return of cash to shareholders following the
full take up of the Tender Offer made in the earlier part of the
year and another GBP1.9 million (GBP2.4 million including the
related VAT) to acquire the freehold depot in Eccles already
mentioned. GBP1.5 million of this drawing on the RCF had been
repaid by the period end together with the standard mortgage
instalments. The capital paid on lease liabilities was higher than
in the comparable period last year because the Company chose to pay
off GBP1.2 million in variable rate hire purchase agreements in
preparation for the sale of those same vehicles into the Residual
Value Mechanism which is part of the Greater Manchester franchising
arrangements described above.
Thus, given net cash flows from operating activities of GBP6.9
million (2022: GBP16.4 million), GBP3.8 million of cash used in
investing activities (2022: GBP1.8 million), and cash used in
financing activities of GBP4.9 million (2022: GBP11.4 million),
there was an overall decrease in cash of GBP1.8 million in the
period (2022: increase of cash of GBP3.2 million). In summary, the
net overdraft position of the Group was GBP544,000 at 31 May 2023,
compared to a net cash asset of GBP30,000 at 31 May 2022 and GBP1.2
million at 30 November 2022.
Outlook
The Group continues to trade in line with its budget for FY23.
In late September 2023, the Group will transfer its commercial bus
operations based at the Bolton depot to the incoming franchise
operator, but at the same time will commence operating the seven
new small franchises in Greater Manchester which it was awarded in
the same bidding round. Recently, the Company has been successful
in the second round of franchise bidding in Greater Manchester,
winning another small franchise, this time in the Oldham area. This
franchise will commence in March 2024 and is a five-year contract
with annual revenues of approximately GBP1.5 million. Seven new
buses have been ordered to operate these services at a cost of
GBP1.4 million. We intend to participate fully in the bidding for
the third round of franchises which will be conducted in late
2023.
Elsewhere in the Group, we continue to work closely with our
local authority partners in evaluating changes to the bus market
and in aligning services with current passenger loadings and likely
future requirements. We are working particularly closely with those
local authorities with approved Bus Service Improvement Plans.
These authorities are now able to use those plans to support bus
services in the short term with a view to creating sustainable long
term commercial services.
All these developments demonstrate that the bus industry remains
in a state of change and continues with the re-organisation
necessitated by the consequences of COVID-19. This turmoil will
present opportunities for both incremental growth and growth by
acquisition in the coming years; the Board believes that the
Company, both in terms of its management and its financial
resources, is well-placed to take advantage of these opportunities
as they arise.
John Gunn
Non-Executive Chairman
Date: 28 July 2023
Condensed consolidated Note Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
income statement 6 months 6 months 6 months 6 months 6 months 6 months
ended ended ended 31 ended 31 ended 31 ended 31
31 May 31 May May 2023 May 2022 May 2022 May 2022
2023 2023
Results Results Results Exceptional Results
before for the before items for the
exceptional Exceptional period exceptional period
items items items
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 2 52,620 - 52,620 38,973 - 38,973
Cost of sales (45,319) - (45,319) (33,466) - (33,466)
Gross profit 7,301 - 7,301 5,507 - 5,507
Administrative
expenses (5,040) (835) (5,875) (4,367) 3,002 (1,365)
Profit from
operations 2,261 (835) 1,426 1,140 3,002 4,142
Finance expense (1,396) - (1,396) (1,136) - (1,136)
------------- -------------- ---------- ------------- ------------ ----------
Profit/(loss)
before taxation 3 865 (835) 30 4 3,002 3,006
Tax (expense)/credit 4 (236) 208 (28) (1) (924) (925)
Profit for the
period attributable
to the equity
holders of the
parent 629 (627) 2 3 2,078 2,081
Earnings per
share for profit
attributable
to the equity
holders of the
parent for the
period:
Basic (pence) 5 1.43 0.00 0.01 4.17
Diluted (pence) 5 1.43 0.00 0.01 4.17
Condensed consolidated Note Audited Audited Audited
income statement Year ended Year ended Year ended
30 November 30 November 30 November
2022 2022 2022
Results Exceptional Results
before items for the
exceptional items year
GBP'000 GBP'000 GBP'000
Revenue 2 84,871 - 84,871
Cost of sales (74,611) - (74,611)
Gross profit 10,260 - 10,260
Administrative expenses (9,118) 3,074 (6,044)
--------------------- ------------- ---------------
Profit from operations 1,142 3,074 4,216
Finance income 68 - 68
Finance expense (2,312) - (2,312)
(Loss)/profit before
taxation 3 (1,102) 3,074 1,972
Tax credit/(expense) 209 (1,014) (805)
--------------------- ------------- ---------------
(Loss)/profit for the year
attributable to the equity
holders of the parent (893) 2,060 1,167
Earnings per share for
(loss)/profit attributable
to the equity holders of
the parent during
the year:
Basic (pence) 5 (1.80) 2.36
--------------------- ------------- ---------------
Diluted (pence) 5 (1.80) 2.36
--------------------- ------------- ---------------
Condensed consolidated statement Note Unaudited Unaudited Audited
of comprehensive income 6 months ended 6 months Year ended
31 May 2023 ended 31 30 November
May 2022 2022
GBP'000 GBP'000 GBP'000
Profit for the period 2 2,081 1,167
---------------- ---------- -------------
Other comprehensive income/(expense):
Actuarial loss on defined
benefit pension scheme - - (2,847)
Deferred tax on actuarial
loss on defined benefit pension
scheme 4 - - 712
Adjustment for change in
deferred tax rate 4 - (250) (255)
----------------
Other comprehensive expense
for the period (net of tax) - (250) (2,390)
Total comprehensive income/(expense)
for the period attributable
to the equity holders of
the parent 2 1,831 (1,223)
================ ========== =============
Condensed consolidated Notes Unaudited Unaudited Audited
statement of financial As at 31 As at 31 As at 30
position May 2023 May 2022 November 2022
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Property, plant and
equipment 6 56,713 58,038 56,900
Defined benefit pension
asset 1,474 4,253 1,474
Goodwill and other intangible
assets 15,960 14,907 15,960
_____ _____ _____
Total non-current assets 74,147 77,198 74,334
Current assets
Inventories 912 1,184 1,229
Trade and other receivables 7,589 10,067 8,154
Derivative financial - 2,308 -
instruments
Cash and cash equivalents 798 365 1,214
_____ _____ _____
Total current assets 9,299 13,924 10,597
_____ _____ _____
Total assets 83,446 91,122 84,931
Liabilities
Current liabilities
Trade and other payables (10,524) (7,395) (9,175)
Loans and borrowings 7 (12,638) (2,027) (418)
Lease liabilities 8 (8,389) (7,187) (8,566)
Derivative financial (855) - -
instruments
______ ______ _____
Total current liabilities (32,406) (16,609) (18,159)
Non-current liabilities
Loans and borrowings 7 (4,814) (5,233) (5,021)
Lease liabilities 8 (20,749) (29,899) (25,361)
Provision for liabilities (1,751) (1,202) (2,088)
Deferred income (295) (525) (410)
Net deferred taxation (3,114) (3,552) (3,085)
______ ______ ______
Total non-current liabilities (30,723) (40,411) (35,965)
______ ______ ______
Total liabilities (63,129) (57,020) (54,124)
_____ _____ _____
Net assets 20,317 34,102 30,807
====== ====== =====
Condensed consolidated Unaudited Unaudited Audited
statement of financial As at 31 As at 31 As at 30
position May 2023 May 2022 November 2022
GBP'000 GBP'000 GBP'000
Equity attributable
to equity holders
of parent
Called up share capital 9,233 12,731 12,731
Share premium reserve 12,369 12,369 12,369
Other reserves 6,065 2,567 2,567
Shares in treasury (3,373) (1,069) (1,069)
Retained earnings (3,977) 7,504 4,209
______ ______ _____
Total equity 20,317 34,102 30,807
===== ===== ====
Condensed consolidated Called Share Other Shares Retained Total
Statement of Changes up share premium reserves in treasury earnings
in Equity capital account
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 December 2021 12,731 12,369 2,567 (806) 6,164 33,025
---------- --------- ---------- ------------- ---------- ------------
Profit for the period - - - - 2,081 2,081
Other comprehensive
expense - - - - (250) (250)
Total comprehensive
income - - - - 1,831 1,831
Transactions with
owners:
Share based payment - - - 10 5 15
Purchase of own
shares - - - (273) - (273)
Dividends paid - - - - (496) (496)
Transactions with
owners - - - (263) (491) (754)
At 31 May 2022 12,731 12,369 2,567 (1,069) 7,504 34,102
Loss for the period - - - - (1,155) (1,155)
Other comprehensive
loss - - - - (2,140) (2,140)
Total comprehensive
loss - - - - (3,295) (3,295)
Transactions with
owners:
Dividends paid - - - - - -
Transactions with - - - - - -
owners
At 30 November 2022 12,731 12,369 2,567 (1,069) 4,209 30,807
---------- --------- ---------- ------------- ---------- ------------
Profit for the period - - - - 2 2
Other comprehensive - - - - - -
income
Total comprehensive
income - - - - 2 2
Transactions with
owners:
Share based payment - - - - 13 13
Tender offer (including
costs of GBP195,000) (3,498) - 3,498 (2,304) (7,891) (10,195)
Dividends accrued - - - - (310) (310)
Transactions with
owners - - - (2,304) (8,188) (10,492)
At 31 May 2023 9,233 12,369 6,065 (3,373) (3,977) 20,317
Condensed consolidated cash Unaudited Unaudited Audited
flow statement 6 months 6 months Year ended
ended 31 May ended 31 May 30 November
2023 2022 2022
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Profit for the period before
tax 30 3,006 1,972
Finance expense (net) 1,396 1,136 2,244
Depreciation 4,002 4,235 9,022
Gain on sale of property,
plant and equipment (24) (620) (655)
Acquisition expenses - 37 143
Amortisation of grants received (115) (115) (230)
Share based payment 13 15 20
____ ____ ____
Cash flows from operating
activities before changes
in working capital and provisions 5,302 7,694 12,516
Decrease in trade and other
receivables 564 12,078 14,413
Increase in trade and other
payables 1,041 1,115 1,947
Decrease/(increase) in inventories 317 (94) (63)
Movement on deferred income
and provisions (337) (2,211) (1,326)
Movement on derivative financial
instruments 855 (1,350) 639
____ ____ ____
2,440 9,538 15,610
____ ____ ____
Cash generated from operations 7,742 17,232 28,126
Interest paid on lease liabilities (812) (868) (1,697)
____ ____ ____
Net cash flows from operating
activities 6,930 16,364 26,429
Condensed consolidated cash Unaudited Unaudited Audited
flow statement 6 months 6 months Year ended
ended 31 May ended 31 May 30 November
2023 2022 2022
GBP'000 GBP'000 GBP'000
Cash flows from investing
activities
Purchases of property, plant
and equipment (3,827) (451) (1,489)
Sale of property, plant and
equipment 38 47 560
Acquisition of businesses - (1,391) (3,914)
_____ _____ _____
Net cash flows used in investing
activities (3,789) (1,795) (4,843)
Cash flow from financing
activities
Dividends paid - (496) (742)
Tender offer and purchase
of own shares (10,195) (273) (273)
Bank borrowings drawn down 12,380 1,276 3,851
Repayment of bank and other
borrowings (1,708) (7,807) (11,869)
Bank and other interest paid (584) (263) (608)
Capital settlement payments
on vehicles sold - (213) (171)
Capital paid on lease liabilities (4,792) (3,602) (7,399)
_____ _____ ____
Net cash used in financing
activities (4,899) (11,378) (17,211)
Net (decrease)/ increase in
cash and cash equivalents (1,758) 3,191 4,375
Cash and cash equivalents
at start of period 1,214 (3,161) (3,161)
_____ _____ _____
Cash and cash equivalents
at end of period (544) 30 1,214
====== ===== ====
Notes to the Unaudited condensed Consolidated Interim Financial
Statements for the six months ended 31 May 2023
1. Basis of preparation:
The unaudited condensed consolidated interim financial
statements for the six months ended 31 May 2023 have been prepared
using the accounting policies set out in the Group's 2022 statutory
financial statements.
The financial statements of the Group for the full year are
prepared in accordance with UK adopted international accounting
standards ("IFRSs") and these interim financial statements have
been prepared in accordance with IAS 34 "Interim Financial
Reporting". The interim financial statements have been prepared on
a going concern basis.
2. Turnover:
Revenue represents sales to external customers excluding value
added tax. All of the activities of the Group are conducted in the
United Kingdom within the operating segment of provision of bus
services. Management monitors revenue across the following business
streams: commercial services, contracted services and charter
services.
Unaudited
Unaudited Six months Unaudited Audited
Six months ended Six months Year ended
ended 31 30 November ended 31 30 November
May 2023 2022 May 2022 2022
GBP'000 GBP'000 GBP'000 GBP'000
Commercial 32,358 29,130 24,708 53,838
Contracted 15,810 12,371 8,947 21,318
Charter 635 535 532 1,067
Grants and subsidies 3,817 3,862 4,786 8,648
Total 52,620 45,898 38,973 84,871
============ ============= ============ =============
As set out in the Chairman's Statement, the Group has been the
beneficiary of continuing support from the Department for Transport
and those local authorities in which the Group operates.
3. Profit before taxation:
Profit before taxation includes the following items which the
directors consider to be outside of the normal trading transactions
of the Group and are therefore to be regarded as exceptional in
nature:
Unaudited Unaudited Audited
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2023 May 2022 2022
GBP'000 GBP'000 GBP'000
Mark to market (loss)/profit
on fuel derivatives (822) 2,442 2,620
Profit on sale of leasehold
property - 602 617
Acquisition expenses - (37) (143)
Share based payment (13) (5) (20)
(Loss)/profit within
profit before taxation (835) 3,002 3,074
========== ========== =============
4. Taxation:
The main rate of corporation tax increased to 25% from April
2023. The deferred tax liability has therefore been accrued at this
rate.
5. Earnings per share:
Basic earnings per share have been calculated on the basis of
profit after taxation and the weighted average number of shares in
issue for the period of 43,973,216 (31 May 2022: 49,947,223; 30
November 2022: 49,502,254). Diluted earnings per share have been
calculated on the basis of profit after taxation and the weighted
average number of shares in issue (including such potential issues
as are dilutive) for the period of 43,973,216 (31 May 2022:
49,947,223; 30 November 2022: 49,502,254).
Basic adjusted and diluted adjusted earnings per share before
exceptional items have been calculated using the same weighted
average numbers of shares in issue, but on the basis of profits
after tax and before any exceptional items. This is done in order
to aid comparability between the accounting periods.
6. Property, plant and equipment:
Freehold Right Passenger
land of use Plant carrying
and assets and vehicles Total
buildings under machinery
IFRS 16
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost:
At 1 December 2021 10,907 3,063 6,028 68,182 88,180
Additions 69 - 56 1,364 1,489
Acquisitions 956 - 400 4,335 5,691
Disposals - (1,136) (12) (2,052) (3,200)
At 30 November 2022 11,932 1,927 6,472 71,829 92,160
Additions 2,314 - 94 1,420 3,828
Disposals - (139) (2) (1,401) (1,542)
At 31 May 2023 14,246 1,788 6,564 71,848 94,446
Depreciation:
At 1 December 2021 856 1,618 4,300 20,315 27,089
Charge for the year 113 383 857 7,669 9,022
Acquisitions - - 186 1,355 1,541
Disposals - (542) (2) (1,848) (2,392)
At 30 November 2022 969 1,459 5,341 27,491 35,260
Charge for the period 56 178 207 3,561 4,002
Disposals - (139) (2) (1,388) (1,529)
At 31 May 2023 1,025 1,498 5,546 29,664 37,733
Net book value:
At 31 May 2023 13,221 290 1,018 42,184 56,713
At 31 May 2022 9,995 649 1,463 45,931 58,038
At 30 November 2022 10,963 468 1,131 44,338 56,900
7. Loans and borrowings:
Secured bank loans are mortgage-type loans secured by reference
to the Group's freehold property.
Unaudited Unaudited Audited
At 31 May At 31 May At 30 November
2023 2022 2022
GBP'000 GBP'000 GBP'000
Current:
Overdrafts (unsecured) 1,342 336 -
Bank loans (secured) 416 415 418
Bank loans (unsecured) 10,880 1,276 -
12,638 2,027 418
Non- current:
Bank loans (secured) 4,814 5,233 5,021
Total loans and
borrowings 17,452 7,260 5,439
8. Lease liabilities:
Current: Unaudited Unaudited Audited
At 31 May At 31 May At 30 November
2023 2022 2022
GBP'000 GBP'000 GBP'000
Obligations under hire
purchase agreements (see
note 9) 8,068 6,779 8,177
Other lease liabilities
(see note 10) 321 408 389
Total current liabilities 8,389 7,187 8,566
=========== =========== ==================
Non - current: Unaudited Unaudited Audited
At 31 At 31 May At 30 November
May 2023 2022 2022
GBP'000 GBP'000 GBP'000
Obligations under hire
purchase agreements (see
note 9) 20,712 29,540 25,184
Other lease liabilities
(see note 10) 37 359 177
Total non - current liabilities 20,749 29,899 25,361
========== =========== ================
9. Hire purchase agreements:
The Group's obligations under hire purchase agreements are
secured by the lessors' rights over the leased assets.
Unaudited Unaudited Audited
At 31 At 31 At 30 November
May 2023 May 2022 2022
GBP'000 GBP'000 GBP'000
Present value:
Not later than one
year 8,068 6,779 8,177
More than one but less
than two years 4,832 8,159 6,156
More than two but less
than five years 11,887 14,854 13,841
Later than five years 3,993 6,527 5,187
---------- ---------- ----------------
28,780 36,319 33,361
10. Other lease liabilities:
Future lease payments for leases treated as leases under IFRS 16
but which take the legal form of rental agreements, without the
legal right of ultimate ownership of the asset leased, are as
follows:
Unaudited Unaudited Audited
At 31 At 31 At 30 November
May 2023 May 2022 2022
GBP'000 GBP'000 GBP'000
Present value:
Not later than one
year 321 408 389
More than one but less
than two years 37 327 173
More than two but less
than five years - 32 4
358 767 566
11. Dividends:
The Company paid a final dividend of 1.0p per share in June 2023
in relation to the year ended 30 November 2022. All dividends are
payable in cash only.
12. Additional information:
The unaudited Consolidated Interim Report was approved by the
Board of Directors on 27 July 2023. The consolidated interim
financial information for the six months ended 31 May 2023 and for
the six months ended 31 May 2022 is unaudited. The financial
information in this interim announcement does not constitute
statutory accounts within the meaning of Section 434 of the
Companies Act 2006. The statutory accounts of Rotala Plc for the
year ended 30 November 2022 have been reported on by the Company's
auditors and have been delivered to the Registrar of Companies. The
report of the auditors on these accounts was unqualified, did not
contain an emphasis of matter and did not include a statement under
section 498 of the Companies Act 2006. Copies of the financial
statements are available from the registered office of the Company
at Rotala Group Headquarters, Cross Quays Business Park, Hallbridge
Way, Tividale, Oldbury, West Midlands, B69 3HW and on the Company's
website www.rotalaplc.com .
13. Copies of this statement are available from the registered
office of the Company at Rotala Group Headquarters, Cross Quays
Business Park, Hallbridge Way, Tividale, Oldbury, West Midlands,
B69 3HW and on the Company's website www.rotalaplc.com .
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END
IR EDLFLXDLLBBZ
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