TIDMTCN

RNS Number : 0360U

Tricorn Group PLC

31 March 2021

31 March 2021

Tricorn Group plc

Unaudited Preliminary Results

for the 18 month period ended 30 September 2020

Tricorn Group plc ('Tricorn', 'Company' or the 'Group'), (AIM: TCN.L) the tube manipulation specialist, announces its unaudited preliminary results for the 18 month period ended 30 September 2020.

Summary

-- Change of accounting reference date to 30 September, resulting in an 18 month reporting period

   --    Results significantly impacted by COVID-19 pandemic 
   --    All Group facilities operational from April 2020 after a short period of closure 
   --    Completed the investment in a painting line in the USA 

-- Successfully completed a Placing and Open Offer of new ordinary shares at 10p per share raising GBP1.34m (net of costs), strengthening the balance sheet and providing working capital headroom

   --    Secured Government funding in the UK and the USA for GBP1.0m and $0.7m respectively 
   --    Took advantage of the furlough schemes in the UK and the USA 

-- Appointment of new Group Finance Director triggered a performance review and right sizing of the Group's balance sheet

   --    Governance and controls significantly enhanced 

-- Organisational changes at senior level have reduced costs and created a platform to drive forward the enhanced strategy

   --    Customer demand improving and margins normalising to expected levels 
   --    Good liquidity and capacity within the Group's financing facilities to support growth 

-- Cash and cash equivalents of GBP0.7m at 30 September 2020. The Group's cash and cash equivalents as at 30 March 2021 were approximately GBP1.1m

Financial Overview

 
                                           Unaudited     Audited 
                                           18 months   12 months 
                                                2020        2019 
                                             GBP'000     GBP'000 
 
 Revenue                                      25,371      22,763 
 EBITDA                                      (5,233)       1,836 
 Adjusted EBITDA                             (4,976)       1,872 
 (Loss)/profit before taxation               (7,657)         950 
 Adjusted (loss)/profit before taxation      (6,936)       1,088 
 Cash generated by operations                (1,877)       1,189 
 Cash and equivalents                            665         493 
 Net debt**                                  (4,851)     (3,114) 
 Final dividend                                    -        0.2p 
 Basic earnings per share                   (18.81p)       2.62p 
 Adjusted earnings per share *              (17.04p)       3.02p 
 

* References to adjusted EBITDA, (loss)/profit before taxation and adjusted earnings per share are before intangible asset amortisation, goodwill impairment, Rabun Gap start-up costs and share based payment charges

** Before hire purchase agreements and finance lease liabilities of GBP3.2m (mainly arising from the adoption of IFRS16 liabilities of GBP2.9m).

Commenting on the results and the Group's prospects, Andrew Moss, Chairman of Tricorn, said:

"Since February 2020, as a result of the global pandemic, Tricorn has experienced an extended period of challenging markets and turbulent trading. We have made significant changes to our senior executive team, who are focused on improving our operations and implementing new commercial strategies. Customer demand is steadily improving which is a welcome sign that the Company is returning to pre-pandemic levels of production activity.

We anticipate that the impact of COVID-19 and the shipping delays of imported material will continue to put pressure on labour costs and associated labour productivity in the near term, but with a re-energised leadership team, a credible balance sheet and funding arrangements that support future growth, Tricorn is well positioned to manage these headwinds and further improve its operational performance with its customers."

The Group's audited final results for the 18 month period ended 30 September 2020 are expected to be published in June 2021.

Enquiries:

Tricorn Group plc www.tricorn.uk.com

Andrew Moss, Chairman Tel +44 (0)7768 306 701

   Michael Stock, Chief Executive and Group Finance Director                 Tel +44 (0)7894 784 106 

Shore Capital Tel +44 (0)20 7408 4080

Tom Griffiths/David Coaten/Henry Willcocks

Notes to Editors:

Tricorn is a value added manufacturer and specialist manipulator of pipe and tubing assemblies to niche markets worldwide in the Energy and Transportation sectors.

Headquartered in Malvern, UK, Tricorn employs approximately 240 employees and has five manufacturing facilities in the UK, USA and China.

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With publication of this announcement this information is now considered to be in the public domain.

Chairman's statement

Performance in the 18 month period ended 30 September 2020

As a result of the impact of COVID-19, the Group changed its accounting reference date from 31 March to 30 September and this report therefore relates to the 18 month period commencing on 1 April 2019 and ending on 30 September 2020 (the "Period").

The first six months of the Period commenced with encouraging trading conditions but, by the end of this six month segment, UK markets were slowing. In the USA, whilst volumes were holding up, margins were under pressure from tariffs imposed on imported goods from China. The Group successfully completed its investment in a painting facility in the USA providing the capability to bring in-house painting processes previously out-sourced. This has provided both manufacturing cost savings and lead time reductions and is welcomed by our customers.

Trading during the second six-month period was initially in-line with the outlook presented with our interim results for the six months ended 30 September 2019, namely that UK markets were at a low ebb and US markets were weakening. We took measures to reduce our cost base to reflect lower levels of activity, but remained optimistic about the opportunities for the Group. On 5 February 2020, we successfully completed a placing and open offer of new ordinary shares raising net of costs, GBP1.34m. The planned use for these funds was to: strengthen the balance sheet; provide working capital headroom to enable growth opportunities to be pursued across the Group; and fund capital expenditure on a new manufacturing capability in the USA.

During February 2020, the first impact of COVID-19 was experienced by our joint venture business in China. Many businesses in China, including our own, were prevented by the Chinese Government from re-opening after the Spring Festival. However, our facility remained closed for only two weeks with local management successfully working with Government officials to put in-place COVID-19 secure measures to protect the work force. The joint venture has traded strongly since then with no further COVID-19 related disruption to activities.

We now realise that the unprecedented impact of COVID-19 on the global economy and our daily lives was first evidenced by the issues in China and associated supply chain disruption at our major customers in the early part of March 2020. For Tricorn, this meant short notice changes in demand schedules, both decreases and increases, with consequent adverse impacts on labour utilisation and working capital.

Both Tricorn's UK facilities were temporarily closed on 25 March 2020 amidst safety concerns for employees and following serious disruption to supply chains and numerous customer closures. The Group's USA facilities closed a few days later with similar concerns and challenges. Most of the Group's UK and US employees were furloughed from the end of March 2020, with the remaining key staff focused on ensuring that the Group's facilities were in full compliance with the latest Government guidelines to allow an early and safe restart once supply chains and customer demand were re-established.

As we entered the third six month period in April 2020, we were focused on preparing for the re-opening of our manufacturing facilities whilst implementing measures to protect all our employees in accordance with best practice. The Group's UK and US facilities reopened and have remained open, from 20 April 2020 onwards, albeit with reduced staffing levels and employees continuing to work from home wherever possible.

We also put in place a number of measures to protect our cash position. These included utilising the UK Job Retention Scheme and the USA furlough scheme. We obtained a $0.7m loan under the USA Payroll Protection Program, which post-Period end we were informed has been forgiven. The Group also obtained an additional GBP1.0m of funding through the UK Government's Coronavirus Business Interruption Loan Scheme ("CBILS") facility from its existing bank, HSBC and more recently, in March 2021, secured an additional GBP0.5m from the CBILS Invoice Discount Top Up Facility with HSBC which is backed by a UK Government guarantee.

On 16 June 2020, the Company announced the appointment of Michael Stock as Group Finance Director, replacing Philip Lee who had been with the Group for 11 years. Michael Stock joined the Group on 3 August 2020 and, following a review of the capabilities of the finance team, determined the need to hire a new, stronger and more experienced team. Under his leadership, this new team conducted an internal review of the performance of the Group and various matters came to light in the preparation of the Group's financial statements for the Period. These were announced on 16 November 2020 with further updates being made in December 2020 and January 2021. Further details on these matters are provided in the Chief Executive and Group Finance Director's Report below.

Revenue and loss before taxation were significantly impacted by the events and issues of the past 18 months that are described above. Revenue of GBP25.4m for the Period compares to GBP22.8m for the 12 months ended 31 March 2019. Loss before taxation was GBP7.7m (2019: profit GBP1.0m).

People

On 11 January 2021, the Company announced that Mike Welburn, after 13 years as Chief Executive, was stepping down from the Board with immediate effect and that Michael Stock, would take on the combined role of Chief Executive and Group Finance Director. In addition, David Leakey, who joined the Group as Sales Director in 2011, was appointed Group Sales and Operations Director with immediate effect.

The Board would like to take the opportunity to thank all our employees for their hard work and support throughout this difficult period. Their commitment and dedication ensure that we continue to drive the business forward and deliver quality products to our customers.

Outlook

Since February 2020, as a result of the global pandemic, Tricorn has experienced an extended period of challenging markets and turbulent trading. We have made significant changes to our senior executive team, who are focused on improving our operations to strengthen our commercial opportunities for growth. Customer demand is steadily improving which is a welcome sign that the Company is returning to pre-pandemic levels of production activity.

We anticipate that the impact of COVID-19 and the shipping delays of imported material will continue to put pressure on labour costs and associated labour productivity in the near term, but with a re-energised leadership team, a credible balance sheet and funding arrangements that support future growth, Tricorn is well positioned to manage these headwinds and further improve its operational performance to its customers.

Andrew Moss

Chairman

31 March 2021

Chief Executive and Group Finance Director's statement

Operational Review

The Group has five manufacturing facilities across the UK, USA and China. These locations make Tricorn ideally positioned to support its blue-chip OEM customer base, many of whom are seeking to localise supply and technical support for their facilities in these key regions. At the start of the Period, the Group consolidated its brands with Franklin Tubular Products Inc and the more recently announced expansion at Rabun Gap together operating as Tricorn USA with Malvern Tubular Components Limited and Maxpower Automotive Limited trading under the common identity of Tricorn UK. The joint venture in China remains as Minguang-Tricorn Tubular Products Nanjing Limited. Reporting is now on a geographic segment basis.

Tricorn UK

The Group has two manufacturing facilities in the UK, located in West Bromwich and Malvern. The Malvern facility specialises in the design and manufacture of larger tubular assemblies and fabrications for engine, cooling and generator set applications. Its customer base serves the power generation, oil and gas, mining and marine application markets. The West Bromwich site is focused on rigid, nylon and hybrid tubular products for engines, hydraulic actuation, transmission lubrication and fuel sender sub-systems. Key end markets are on- and off-road applications, including construction, trucks and agriculture.

Demand through February 2020 had started to slow in the UK with further softening thereafter as some customers experienced supply shortages from China. However, the situation deteriorated rapidly through March 2020. As set out above, both Tricorn UK facilities were temporarily closed on 25 March 2020 amidst safety concerns for employees and following serious disruption to supply chains and numerous customer closures. The facilities were reopened from 20 April 2020 onwards and have remained open since. Markets gradually started to improve towards the end of the Period albeit with some ongoing supply chain concerns.

Revenue for the 18 month trading period of GBP15.3m was 8.5% up on the corresponding 12 month period (March 2019: GBP14.1m). Segmental loss before taxation was GBP4.3m (March 2019: profit GBP0.9m).

Tricorn USA

In the USA, in May 2019, the Group had extended its capabilities with the purchase of a custom built powder coat and wet spray painting line located in leased premises at Rabun Gap, Georgia, a short distance from its manufacturing facilities at Franklin, North Carolina. This facility has allowed previously sub-contracted processes to be brought in-house as well as providing for further expansion of manufacturing facilities when market conditions improve.

Market demand slowed in the Period when compared to the previous period with this reduction escalating through March 2020 due to the impact of COVID--19. Revenue for the Period of GBP10.3m was up 18.4% on the 12 month period ended 31 March 2019 (March 2019: GBP8.7m). Segmental loss before taxation in the Period was GBP2.3m (March 2019: profit GBP46,000).

Joint Venture - China

Our Chinese joint venture, Minguang-Tricorn Tubular Products Nanjing Limited, performed broadly in line with expectations and enabled dividend payments to the Group in the period of GBP0.3m.

Financial Review

Income statement

As highlighted in the Chairman's statement, this 18 month trading period has been significantly impacted by the effects of COVID-19 from which the Group is now emerging, and also from an internal review of the performance of the Group following my appointment and the subsequent hiring of a new, stronger and more experienced finance team.

Overall, consolidated revenue for the Period of GBP25.4m compares to GBP22.8m for the 12 months ended 31 March 2019. The loss before taxation was GBP7.7m (March 2019: profit GBP1.0m). Given the change of accounting reference date and the extended 18 month reporting period to 30 September 2020 as compared to the 12 month reporting period to 31 March 2019, and the significant impact of COVID-19 on the trading period, this review analyses the 18 month period in 6-month segments consistent with the Chairman's statement.

Trading for the 6 months ended 30 September 2019 showed revenue of GBP10.6m (2018: GBP11.4m) and a profit before taxation of GBP0.2m (2018: GBP0.5m). It was reported at this time that revenues in the UK were beginning to slow and that US margins were under pressure from import tariffs. Trading for the next 6 months to 31 March 2020 showed the impact of this slowdown and margin pressure and Group revenue for this period was GBP8.5m (a 19.8% decline from the previous 6 months) (2019: GBP11.3m) returning a loss before taxation of GBP0.8m (2019: profit GBP0.5m).

As noted above, February and March 2020 signalled the significant impact of COVID-19 on our business and this has largely defined the results in the 6 months ended 30 September 2020 with Group revenue of GBP6.3m (a further 25.9% decline from the previous 6 months) (2019: GBP10.6m) and a loss before taxation of GBP7.1m (2019: profit before tax GBP0.2m).

The loss before taxation of GBP7.1m in the 6 months to 30 September 2020 was significantly impacted by an internal review of the financial governance of the Group conducted following my engagement in August 2020 and the identification of a balance sheet risk of GBP4.6m which was announced on 16 November 2020. This has since been investigated and written off in full together with other more normal adjustments of approximately GBP0.5m, associated with a robust period-end close process in readiness for the audit of the Period.

Given the nature of the historic accounting records and prevailing control environment at the time, it has not been possible to accurately allocate the adjustment of GBP4.6m to specific time segments and it might be that some of these adjustments relate to accounting periods prior to the 18 months ended 30 September 2020. The Board does not consider it a cost effective or an economic use of resources to perform this reallocation exercise and therefore the adjustments have been reflected in the Period.

Approximately GBP1.1m of the GBP4.6m write-off related to the Group's US operation. This included a write-off of capitalised development costs of GBP0.3m and a write-down of net inventory of GBP0.5m both predominantly relating to a contract loss since the onset of COVID-19, and a more prudent view on debtor recovery of GBP0.3m.

In the UK, approximately GBP2.5m of the GBP4.6m was written off. This included a stock write down of GBP0.7m, an internal audit of fixed assets resulting in a write off of approximately GBP0.6m, recognition of a historic understatement of liabilities of GBP1.0m and a more prudent view on debtor recovery of GBP0.2m.

In addition to the GBP3.6m identified above as specific to the US and UK operations, it was also reported in the announcement of 16 November 2020 that there existed an intercompany imbalance of approximately GBP1.0m. This too has been subsequently investigated and has been written off in the results for the 18 month period to 30 September 2020.

Gross margins in the Period were down 8.3% at 30.1% (March 2019: 38.4%), impacted by approximately GBP2.0m of adjustment following the internal performance review referred to above. This equates to 7.9% of revenue in the period to 30 September 2020 or 8.8% of revenue for the 12 months to 31 March 2019.

Distribution costs at GBP1.1m (March 2019: GBP1.0m) represent 4.4% of revenue (March 2019: 4.5%).

The Group's administration costs for the Period increased to GBP13.8m (March 2019: GBP6.8m) and includes an adjustment of approximately GBP3.0m following the internal performance review and non-underlying charges of GBP0.7m (March 2019: GBP0.1m). Adjusting for this GBP3.7m, administration costs as a percentage of revenue represent 39.8% (March 2019: 29.4%). The increase of 10.4% is predominantly attributable to the significant decline in volume and the lack of contribution from this lost revenue to the fixed costs of the business.

The Group's Chinese joint venture, Minguang-Tricorn Tubular Products Nanjing Limited, showed profitability over the Period, with the Group's share of profit being GBP0.1m (March 2019: GBP0.3m).

EBITDA for the Period was a loss of GBP5.2m (March 2019: profit GBP1.8m). Finance costs for the Period were GBP0.5m (March 2019: GBP0.2m), of which GBP0.2m is attributable to the adoption of IFRS16. The Group delivered a loss before taxation for the Period of GBP7.7m (March 2019: profit GBP1.0m).

After adjusting for intangible asset amortisation, goodwill impairment, Rabun Gap start-up costs and share based payment charges, the adjusted loss before taxation for the Period was GBP6.9m (March 2019: profit GBP1.1m).

Basic earnings per share (EPS) was (18.81p) (March 2019: 2.62p) and after adjusting for non-underlying items, the underlying EPS* was (17.04p) (March 2019: 3.02p).

The Board is not recommending the payment of a dividend for the Period ended 30 September 2020 (March 2019: 0.2p).

Balance Sheet

Total assets of the Group as at 30 September 2020 were GBP14.2m, a reduction of GBP0.8m on the previous period end (March 2019: GBP15.0m). The decrease is represented by a write-off of assets of approximately GBP3.0m following the internal performance review, net of an increase in fixed assets of approximately GBP2.9m following the adoption of IFRS16 and a goodwill impairment charge of GBP0.4m which relates to the acquisition of Maxpower Automotive Limited in 2007. The balance of GBP0.3m is predominantly attributable to the lower volume of business in the latter trading months leading up to 30 September 2020 which has resulted in lower levels of operating working capital.

* References to adjusted EBITDA, (loss)/profit before taxation and adjusted earnings per share are before intangible asset amortisation, goodwill impairment, Rabun Gap start-up costs and share based payment charges

Total liabilities of the Group as at 30 September 2020 had increased by GBP4.8m to GBP12.5m (March 2019: GBP7.7m) predominantly due to the recognition of GBP2.9m of lease commitments following the adoption of IFRS16 and an increase in borrowings of approximately GBP1.7m (excluding hire purchase and finance lease liabilities).

On translation of its overseas assets and liabilities, the Group made an exchange gain of GBP0.5m (March 2019: GBP0.1m gain). This is a non-cash movement and is treated as a movement in other comprehensive income. As a result, the translation reserve in shareholders' funds now shows a GBP0.5m surplus (March 2019: GBP14,000 surplus).

C ash Flow

The Group's cashflow from operations in the Period was an outflow of GBP1.9m (March 2019: inflow GBP1.2m). This was predominantly due to the impact of COVID-19 on the trading activities for the Period, as the write-off associated with the internal performance review was primarily non-cash in nature.

After interest payments and net tax receipts, cash outflow from operating activities during the Period was GBP2.2m (March 2019: inflow GBP0.9m). This excludes cashflows from operating leases following the adoption of IFRS16 of GBP0.7m which forms part of the payment of finance lease liabilities in the Group statement of cashflows of GBP0.9m (March 2019: GBP84,000).

During the Period, the net cash outflow from investing activities was GBP0.3m (March 2019: GBP1.0m). Expenditure on the purchase of plant and machinery was GBP0.3m (March 2019: GBP0.7m). In the year ended 31 March 2019, the Group had expenditure of GBP0.3m on intangible assets whereas this was GBPnil in the 18 months to 30 September 2020.

Total operational cash outflow including investing activities was GBP2.5m (March 2019: GBP0.1m) and was financed by a mixture of net proceeds from the February 2020 Placing and Open Offer of GBP1.34m (net of costs) and availability of COVID-19 related facilities in the UK and the USA of approximately GBP1.6m.

As a result of the Group's operating activities in the Period, net debt** increased over the prior year by GBP1.8m to GBP4.9m (March 2019: GBP3.1m). Cash and cash equivalents at 30 September 2020 were GBP0.7m (31 March 2019: GBP0.5m). The Group's cash and cash equivalents as at 30 March 2021 were approximately GBP1.1m.

Michael Stock

Chief Executive and Group Finance Director

31 March 2021

** Before hire purchase agreements and finance lease liabilities of GBP3.2m (mainly arising from the adoption of IFRS16 liabilities of GBP2.9m).

Group income statement

For the 18 month period ended 30 September 2020

 
                                               Unaudited                                     Audited 
                                   18 month        18 month       18 month          Year            Year        Year 
                                     period          period         period         ended           ended       ended 
                                      ended           ended          ended            31              31          31 
                               30 September    30 September   30 September         March           March       March 
                                       2020            2020           2020          2019            2019        2019 
                                    GBP'000         GBP'000        GBP'000       GBP'000         GBP'000     GBP'000 
                                 Underlying  Non-underlying          Group    Underlying  Non-underlying       Group 
 
Revenue                              25,371               -         25,371        22,763               -      22,763 
Cost of sales                      (17,723)               -       (17,723)      (14,025)               -    (14,025) 
                              -------------  --------------  -------------  ------------  --------------  ---------- 
Gross profit                          7,648                          7,648         8,738               -       8,738 
 
Distribution costs                  (1,117)               -        (1,117)       (1,022)               -     (1,022) 
 
Administration costs 
- General administration 
 costs                             (13,094)               -       (13,094)       (6,701)               -     (6,701) 
- Goodwill impairment                     -           (391)          (391) 
- Intangible asset 
 amortisation                             -            (73)           (73)             -           (102)       (102) 
- Rabun Gap start-up 
 costs                                    -           (115)          (115)             -               -           - 
- Share based payment 
 charge                                   -           (142)          (142)             -            (36)        (36) 
                              -------------  --------------  -------------  ------------  --------------  ---------- 
Total administration 
 costs                             (13,094)           (721)       (13,815)       (6,701)           (138)     (6,839) 
 
Operating (loss)/profit             (6,563)           (721)        (7,284)         1,015           (138)         877 
                              -------------  --------------  -------------  ------------  --------------  ---------- 
 
Share of profit 
 from joint venture                     124               -            124           282               -         282 
Finance costs                         (497)               -          (497)         (209)               -       (209) 
                              -------------  --------------  -------------  ------------  --------------  ---------- 
 
(Loss)/profit before 
 tax                                (6,936)           (721)        (7,657)         1,088           (138)         950 
 
Income tax credit/(charge)               12               -             12          (66)               -        (66) 
                              -------------  --------------  -------------  ------------  --------------  ---------- 
(Loss)/profit after 
 tax from continuing 
 operations                         (6,924)           (721)        (7,645)         1,022           (138)         884 
 
Attributable to: 
 Equity holders 
 of the parent company              (6,924)           (721)        (7,645)         1,022           (138)         884 
                              =============  ==============  =============  ============  ==============  ========== 
 
Earnings per share: 
 Basic earnings 
 per share                                                        (18.81p)                                     2.62p 
Diluted earnings 
 per share                                                        (18.81p)                                     2.39p 
 

All of the activities of the Group are classed as continuing.

Group statement of comprehensive income

For the 18 month period ended 30 September 2020

 
                                                    Unaudited      Audited 
                                                     18 month 
                                                       period         Year 
                                                        ended     ended 31 
                                                 30 September        March 
                                                         2020         2019 
                                                      GBP'000      GBP'000 
 
(Loss)/profit for the period/year                     (7,645)          884 
Other comprehensive income 
 
Items that will subsequently be reclassified 
 to profit or loss 
Foreign exchange translation differences                  548          125 
 
Total comprehensive income attributable 
 to equity holders of the parent                      (7,097)        1,009 
                                                =============  =========== 
 

Group statement of changes in equity

For the 18 month period ended 30 September 2020

 
 
                                                                            Share 
                                                                            based     Profit 
                               Share     Share    Merger  Trans-lation    payment   and loss 
                             Capital   premium   reserve       reserve    reserve    account      Total 
                             GBP'000   GBP'000   GBP'000       GBP'000    GBP'000    GBP'000    GBP'000 
 
Balance at 1 April 
 2018 audited                  3,379     1,692     1,388         (111)        349      (431)      6,266 
 
Share based payment 
 charge                            -         -         -             -         36          -         36 
 
Total transactions 
 with owners                       -         -         -             -         36          -         36 
Profit and total 
 comprehensive income              -         -         -           125          -        884      1,009 
                           ---------  --------  --------  ------------  ---------  ---------  --------- 
 
Balance at 31 March 
 2019 audited                  3,379     1,692     1,388            14        385        453      7,311 
 
Share based payment 
 charge                            -         -         -             -        142          -        142 
Share option lapse                 -         -         -             -      (202)        202          - 
Issue of new shares            1,542         -         -             -          -          -      1,542 
Cost of issue of 
 new shares                        -         -         -             -          -      (151)      (151) 
Dividends paid                     -         -         -             -          -       (69)       (69) 
 
Total transactions 
 with owners                   1,542         -         -             -       (60)       (18)      1,464 
Results in the period              -         -         -             -          -    (7,645)    (7,645) 
Foreign exchange 
 translation differences           -         -         -           519          -         29        548 
Balance at 30 September 
 2020 unaudited                4,921     1,692     1,388           533        325    (7,181)      1,678 
                           =========  ========  ========  ============  =========  =========  ========= 
 

Group statement of financial position

At 30 September 2020

 
                                                       Unaudited    Audited 
                                                                   31 March 
                                               30 September 2020       2019 
                                                         GBP'000    GBP'000 
Assets 
Non-current 
Goodwill                                                       -        391 
Intangible assets                                             51        401 
Property, plant and equipment                              6,846      4,668 
Investment in joint venture                                1,104      1,191 
                                               -----------------  --------- 
                                                           8,001      6,651 
Current 
Inventories                                                1,828      3,040 
Trade and other receivables                                3,698      4,854 
Cash and cash equivalents                                    665        493 
Corporation tax                                                -          6 
                                               -----------------  --------- 
                                                           6,191      8,393 
 
 
Total assets                                              14,192     15,044 
                                               =================  ========= 
 
Liabilities 
Current 
Trade and other payables                                 (3,753)    (3,854) 
Borrowings                                               (4,987)    (3,675) 
Corporation tax                                             (60)       (70) 
                                                         (8,800)    (7,599) 
Non-current 
Borrowings                                               (3,696)      (109) 
Deferred tax                                                (18)       (25) 
                                               -----------------  --------- 
                                                         (3,714)      (134) 
 
 
Total liabilities                                       (12,514)    (7,733) 
 
Net assets                                                 1,678      7,311 
                                               =================  ========= 
 
Equity attributable to owners of the parent 
Share capital                                              4,921      3,379 
Share premium account                                      1,692      1,692 
Merger reserve                                             1,388      1,388 
Translation reserve                                          533         14 
Share based payment reserve                                  325        385 
Profit and loss account                                  (7,181)        453 
Total equity                                               1,678      7,311 
                                               =================  ========= 
 

Group statement of cash flows

For the 18 month period ended 30 September 2020

 
                                                                                            Unaudited      Audited 
                                                                                                              Year 
                                                                                                          ended 31 
                                                                                                             March 
                                                              18 month period ended 30 September 2020         2019 
                                                                                              GBP'000      GBP'000 
 
Cash flows from operating activities 
(Loss)/profit after taxation from continuing operations                                       (7,645)          884 
Adjustment for: 
- Depreciation                                                                                  1,463          575 
- Goodwill impairment                                                                             391            - 
- Write off of intangibles                                                                        286            - 
- Loss on fixed asset disposals                                                                   389            - 
- Net finance costs in income statement                                                           497          209 
- Amortisation charge                                                                              73          102 
- Share based payment charge                                                                      142           36 
- Share of joint venture operating profit                                                       (124)        (282) 
- Taxation (credit)/charge recognised in income statement                                        (12)           66 
- Decrease in trade and other receivables                                                       1,156          128 
- Decrease in trade payables and other payables                                                 (101)        (462) 
- Decrease/(increase) in inventories                                                            1,212        (173) 
- FX movement                                                                                     396          106 
                                                            -----------------------------------------  ----------- 
 
Cash generated by operations                                                                  (1,877)        1,189 
Interest paid                                                                                   (295)        (246) 
Income taxes received                                                                               -            - 
 
Net cash generated by operating activities                                                    (2,172)          943 
                                                            =========================================  =========== 
 
Cash flows from investing activities 
Purchase of plant and equipment                                                                 (311)        (723) 
Proceeds from plant and equipment sales                                                            12            - 
Additions in intangible assets                                                                      -        (278) 
Net cash used in investing activities                                                           (299)      (1,001) 
                                                            =========================================  =========== 
 
Cash flows from financing activities 
Issue of ordinary share capital                                                                 1,542            - 
Costs of issue of ordinary share capital                                                        (151)            - 
Dividends received from investments                                                               303            - 
Dividends paid                                                                                   (69)            - 
Bank borrowings                                                                                 1,000            - 
Proceeds from overseas short term borrowing                                                       627          304 
Proceeds/(repayment) of UK short term borrowings                                                  262        (361) 
Payment of finance lease liabilities                                                            (871)         (84) 
                                                            -----------------------------------------  ----------- 
Net cash used in financing activities                                                           2,643        (141) 
 
Net increase/(decrease) in cash and cash equivalents                                              172        (199) 
 
Cash and cash equivalents at beginning of period/year                                             493          692 
                                                            -----------------------------------------  ----------- 
 
Cash and cash equivalents at end of period/year                                                   665          493 
                                                            =========================================  =========== 
 
 
   1.    General information 

Tricorn Group plc and subsidiaries (the 'Group') principal activities comprise high precision tube manipulation and systems engineering.

Tricorn Group plc is the Group's ultimate parent company. It is incorporated and domiciled in the United Kingdom. The address of Tricorn Group plc's registered office, which is also its principal place of business, is Spring Lane, Malvern Link, Malvern, Worcestershire, WR14 1DA. Tricorn Group plc's shares are quoted on the Alternative Investment Market of the London Stock Exchange.

The unaudited financial information set out in this preliminary results announcement does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The Group income statement, the Group statement of comprehensive income, the Group statement of changes in equity, the Group statement of financial position, the Group statement of cash flows and the associated notes for the 18 month period ended 30 September 2020 are unaudited. The comparative figures for the year ended 31 March 2019 have been extracted from the Group's audited financial statements for that year. Statutory accounts for the year ended 31 March 2019 have been delivered to the Registrar of Companies. The auditor's report on the accounts for the year ended 31 March 2019 did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The Group's audited final results for the 18 month period ended 30 September 2020 are expected to be published in June 2021.

   2.    Accounting policies 

Basis of preparation

This financial information has been prepared under the required measurement bases specified under International Accounting Standards in conformity with the requirements of the Companies Act 2006.

The Group distinguishes between underlying and non-underlying items in its Consolidated Income Statement. Non-underlying items are material items which arise from unusual non-recurring or non-trading events. They are disclosed on the face of the Consolidated Income Statement where in the opinion of the Directors such disclosure is necessary in order to fairly present the results for the period. Non-underlying items comprise exceptional costs of Group restructuring, intangible assets amortisation and share based payment charges.

Adoption of new standards

The Group has adopted IFRS 16 Leases under the modified retrospective approach and has introduced a single, on-balance sheet accounting model for lessees, eliminating the distinction between operating and finance leases. As a result, the Group has recognised GBP3.2m of right-of-use assets and corresponding lease liabilities on the date of initial application (1 April 2019). These are included within property, plant and equipment and loans and borrowings respectively in the consolidated statement of financial position. Details of the impact on the reported numbers are given in note 5. There are no other material changes in accounting policies from those adopted in the previous statutory financial statements.

Going concern

The Board has considered reasonable base case forecasts, taking into account the impact of COVID-19 and Brexit and the current level of trading activity for the next 3-5 years in conjunction with its existing banking facilities and have concluded that is appropriate to prepare the financial information on a going concern basis.

In making their assessment, the Directors have assumed that banking facilities will continue to be made available on similar terms to the Group's existing facilities. Whilst some of the existing facilities with HSBC (both in the USA and the UK) continue to be repayable on demand, as has been the case historically, discussions are ongoing to formalise these arrangements. Relations with HSBC are good and discussions are active and positive. In light of the current engagement with the Group's bankers and the level of security available, the Directors are satisfied that it is reasonable to assume that facilities will continue to be available to the Group.

   3.    Segmental reporting 

The Group has carried out a review of its organisational structure and concluded that segmental results will now be reported on a geographic basis as follows:-

-- UK - Comprising all UK based trading divisions

-- US - Comprising all North America based trading divisions

-- The joint venture in China will continue to be reported separately

 
 Unaudited 18 month period ended 
  30 September 2020                         UK        US     China   Unallocated     Total 
                                       GBP'000   GBP'000   GBP'000       GBP'000   GBP'000 
 Revenue 
 - from external customers              15,041    10,330         -             -    25,371 
 - from other segments                     222         2         -         (224)         - 
 Segment revenues                       15,263    10,332         -         (224)    25,371 
 
 Underlying operating loss*            (4,013)   (2,053)         -         (497)   (6,563) 
 Goodwill impairment                         -         -         -         (391)     (391) 
 Intangible asset amortisation            (25)         -         -          (48)      (73) 
 Rabun Gap start-up costs                    -     (115)         -             -     (115) 
 Share based payment charge                  -         -         -         (142)     (142) 
 Operating loss                        (4,038)   (2,168)         -       (1,078)   (7,284) 
 
 Share of profit from joint venture          -         -       124             -       124 
 Net finance costs                       (271)     (172)         -          (54)     (497) 
                                      --------  --------  --------  ------------  -------- 
 Loss before tax                       (4,309)   (2,340)       124       (1,132)   (7,657) 
                                      --------  --------  --------  ------------  -------- 
 
 Other segment information: 
 Segmental assets (current)              5,112     2,304         -       (1,225)     6,191 
 Segmental assets (non-current)          5,453     2,509         -            39     8,001 
 Total Assets                           10,565     4,813         -       (1,186)    14,192 
 Capital expenditure                       294       444         -            52       790 
 Depreciation                              907       543         -            13     1,463 
 
 *- Before intangible asset amortisation and share based payment charges 
 

The Group's revenue from external customers (by destination) may be summarised as follows:

 
                            Unaudited 
                      18 month period 
                   ended 30 September 
                                 2020 
                              GBP'000 
 
 United Kingdom                11,890 
 Europe                           877 
 Americas                      11,648 
 Rest of World                    956 
                  ------------------- 
                               25,371 
                  =================== 
 
 
                                                                                  Audited 
 Year ended 31 March 2019                    UK        US   China   Unallocated     Total 
                                        GBP'000   GBP'000               GBP'000   GBP'000 
 Revenue 
 - from external customers               14,022     8,741       -             -    22,763 
 - from other segments                       59         -       -          (59)         - 
 Segment revenues                        14,081     8,741       -          (59)    22,763 
 
 Underlying operating profit/(loss)*      1,035       155       -         (175)     1,015 
 Intangible asset amortisation             (56)         -       -          (46)     (102) 
 Share based payment charge                   -         -       -          (36)      (36) 
 Operating profit/(loss)                    979       155       -         (257)       877 
 
 Share of profit from joint venture           -         -     282             -       282 
 Net finance costs                         (76)     (109)       -          (24)     (209) 
                                       --------  --------  ------  ------------  -------- 
 Profit/(loss) before tax                   903        46     282         (281)       950 
                                       --------  --------  ------  ------------  -------- 
 
 Other segment information: 
 Segmental assets (current)              10,272     3,198       -       (5,077)     8,393 
 Segmental assets (non-current)           4,288     2,973       -         (610)     6,651 
 Total Assets                            14,560     6,171       -       (5,687)    15,044 
 Capital expenditure                        457       291       -             -       748 
 Depreciation                               360       215       -             -       575 
 
                  *- Before intangible asset amortisation and share based payment charges 
 

The Group's revenue from external customers (by destination) and its geographic allocation of total assets may be summarised as follows:

 
                         Audited 
                      Year ended 
                   31 March 2019 
                         GBP'000 
 
 United Kingdom           10,877 
 Europe                      750 
 North America            10,620 
 Rest of World               516 
                  -------------- 
                          22,763 
                  ============== 
 
   4.    Earnings per share 

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the post taxation effect of dividends and/or interest, on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:

 
                                Unaudited 30 September 2020 
                                            Weighted average 
                                                   number of   Earnings per 
                                 Profit               shares          share 
                                GBP'000          Number '000          Pence 
 
 Basic earnings per share       (7,645)               40,640        (18.81) 
                              ---------  -------------------  ------------- 
 Dilutive shares                                           - 
 Diluted earnings per share     (7,645)               40,640        (18.81) 
                              ---------  -------------------  ------------- 
 
 
 
                                 Audited 31 March 2019 
                                         Weighted average 
                                                number of   Earnings per 
                                Profit             shares          share 
                               GBP'000        Number '000          Pence 
 
 Basic earnings per share          884             33,795           2.62 
                              --------  -----------------  ------------- 
 Dilutive shares                                    3,248 
 Diluted earnings per share        884             37,043           2.39 
                              --------  -----------------  ------------- 
 
 

The Directors consider that the following adjusted earnings per share calculation is a more appropriate reflection of the Group's performance.

 
                                            Unaudited 30 September 2020 
                                               Weighted average 
                                                      number of   Earnings per 
                                      Profit             shares          share 
                                     GBP'000        Number '000          Pence 
 
 Basic earnings per share            (7,645)             40,640        (18.81) 
                                    --------  -----------------  ------------- 
 Goodwill impairment                     391 
 Amortisation of intangible asset         73 
 Rabun Gap start-up costs                115 
 Share based payment charge              142 
 Adjusted earnings per share         (6,924)             40,640        (17.04) 
                                    --------  -----------------  ------------- 
 Dilutive shares                                              - 
 Diluted adjusted earnings per 
  share                              (6,924)             40,640        (17.04) 
                                    --------  -----------------  ------------- 
 
 
                                               Audited 31 March 2019 
                                               Weighted average 
                                                      number of   Earnings per 
                                      Profit             shares          share 
                                     GBP'000        Number '000          Pence 
 
 Basic earnings per share                884             33,795           2.62 
                                    --------  -----------------  ------------- 
 Amortisation of intangible asset        102 
 Share based payment charge               36 
 Adjusted earnings per share           1,022             33,795           3.02 
                                    --------  -----------------  ------------- 
 Dilutive shares                                          3,248 
 Diluted adjusted earnings per 
  share                                1,022             37,043           2.76 
                                    --------  -----------------  ------------- 
 
   5.    Impact of transition to IFRS 16 Leases 

The impact of the transition to IFRS 16 to the Group's primary financial statements was as follows:

 
Unaudited impact on the Group income 
 statement for the 18 month period 
 ended 30 September 2020 
                                                                                          Amounts without 
                                       As reported       IFRS 16 adjustments                     adoption 
                                           GBP'000                   GBP'000                      GBP'000 
-------------------------------------  -----------  ------------------------  --------------------------- 
Operating loss                             (7,284)                     (102)                      (7,386) 
-------------------------------------  -----------  ------------------------  --------------------------- 
Share of profit from joint ventures            124                         -                          124 
Finance costs                                (497)                       172                        (325) 
-------------------------------------  -----------  ------------------------  --------------------------- 
(Loss)/profit before tax                   (7,657)                        70                      (7,587) 
Income tax credit                               12                         -                           12 
-------------------------------------  -----------  ------------------------  --------------------------- 
(Loss)/profit after tax from 
 continuing operations                     (7,645)                        70                      (7,575) 
=====================================  ===========  ========================  =========================== 
 
 
 
Unaudited impact on the Group statement 
 of financial position as at 30 September 
 2020 
                                                                                             Amounts without 
                                            As reported      IFRS 16 adjustments                    adoption 
                                                GBP'000                  GBP'000                     GBP'000 
Non-current assets 
------------------------------------------  -----------  -----------------------  -------------------------- 
Property, plant and equipment                     6,846                  (2,859)                       3,987 
------------------------------------------  -----------  -----------------------  -------------------------- 
Change in total assets                                                   (2,859) 
------------------------------------------  -----------  -----------------------  -------------------------- 
 
Borrowings 
------------------------------------------  -----------  -----------------------  -------------------------- 
Current borrowings                              (4,987)                      304                     (4,683) 
Non-current borrowings                          (3,696)                    2,625                     (1,071) 
------------------------------------------  -----------  -----------------------  -------------------------- 
Change in total liabilities                                                2,929 
------------------------------------------  -----------  -----------------------  -------------------------- 
 
Change in total equity                                                        70 
------------------------------------------  -----------  -----------------------  -------------------------- 
 
 
 
Impact on the Group statement 
 of cash flows for the 18 month 
 period ended                                                              Amounts without 
 30 September 2020                       As reported  IFRS 16 adjustments         adoption 
                                             GBP'000              GBP'000          GBP'000 
Cash flows from operating activities 
---------------------------------------  -----------  -------------------  --------------- 
(Loss)/profit after taxation 
 from continuing operations                  (7,645)                   70          (7,575) 
Adjustment for: 
- Depreciation                                 1,463                (596)              867 
- Net finance costs in income 
 statement                                       497                (172)              325 
---------------------------------------  -----------  -------------------  --------------- 
Change in cash generated by operations                              (698) 
 
Cash flows from financing activities 
---------------------------------------  -----------  -------------------  --------------- 
Payment of finance lease liabilities           (871)                  698            (173) 
---------------------------------------  -----------  -------------------  --------------- 
Net cash used in financing activities                                 698 
=======================================  ===========  ===================  =============== 
 
Net increase in cash and cash 
 equivalents                                     172                    -              172 
Cash and cash equivalents at 
 beginning of period/year                        493                    -              493 
Cash and cash equivalents at 
 end of period/year                              665                    -              665 
=======================================  ===========  ===================  =============== 
 
   6.    Dividend 

The Board is not recommending the payment of a dividend for the 18 month period ended 30 September 2020 (March 2019: 0.2p).

   7.    Availability 

Copies of this announcement are available from the Company's registered office, Spring Lane, Malvern Link, Malvern, Worcestershire, WR14 1DA, and on its website, www.tricorn.uk.com.

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END

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March 31, 2021 02:00 ET (06:00 GMT)

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