Interim Results
Rotala PLC
30 August 2007
Press Release
30 August 2007
Rotala plc
('Rotala' or 'the Company')
Unaudited Interim Results for the six months to 31 May 2007
Chairman's Statement
I am pleased to be able to present this interim report to shareholders in
respect of the six month period ended 31 May 2007.
In the period under review the results of the efforts made over the previous
eighteen months to increase revenues and reform the cost base began to make
themselves felt. Turnover increased by 19%, to £9,557,000, compared to the same
period in previous year, whilst cost of sales rose by only 11%. Consequently
gross profit almost doubled to £1,470,000. The majority of the increase in
administrative expenses was accounted for by the uplift in depreciation. This
resulted from the acquisition of 34 new vehicles in the reporting period, using
hire purchase instead of operating leases in accordance with the change of
policy I highlighted in the last Annual Report. The operating loss sustained by
the Company therefore fell from £1,075,000 in the first six months of 2006 to
£608,000 in the same period of 2007. Within this figure is a loss of some
£103,000 in respect of the Company's small depot at Weybridge, Surrey. At the
end of the period an opportunity arose to relinquish this depot to another
similar business on the same site at no cost. These losses will not therefore
recur in the future.
Interest payable has risen, reflecting the investment in new vehicles and the
cost of the mortgage on the group's freehold main depot at Long Acre,
Birmingham, acquired in April 2006. The loss on ordinary activities before tax
thus fell to £856,000 compared to a loss of £1,119,000 in the same period of
2006. The principal impact on the balance sheet has again come from the
acquisition of the many new vehicles: this has boosted not only fixed assets but
also creditors, both those due within one year and those due after more than one
year, with the resultant hire purchase obligations.
The main influences on the increase in business came from the acquisition of
Zak's Bus & Coach Services Limited late in the previous accounting year and the
effect of new contracts obtained in 2006. The acquisition of the bus business of
Birmingham Motor Traction Limited ('BMT') just before Christmas 2006 did not
have a material impact because of the small size of that operation. The new
contracts amounting to £2.5m announced in February 2007 had little impact on the
period because in the main these services had hardly commenced in the six months
to 31 May 2007.
Besides the addition of BMT to the group and the new contracts referred to
above, the main focus of the period under review was on the enlargement of the
group. In June and July 2007 the Company announced its intention to acquire
three companies, or their businesses. Although the completion of these deals
lies after the end of the accounting period, clearly the Board was extremely
active in these six months in identifying its targets and negotiating agreements
to bring these deals to a conclusion. The completion of the acquisition of North
Birmingham Busways Limited was announced on the 30 July 2007, together with the
acquisition of the first tranche of the bus business of South Gloucestershire
Bus & Coach Limited ('SGBCC'). The remainder of the business of SGBCC will be
acquired over the next seven months. The due diligence on the proposed
acquisition of Ludlows of Halesowen Limited continues at the date of this
report. Completion is expected to occur in the near future and an announcement
about this will be made in due course.
The funds to make these acquisitions were raised via a placing of £2.5m in new
equity capital which was the subject of a circular to shareholders sent out on
22 June 2007. The resolutions to confirm this placing were passed by the
Extraordinary General Meeting held on 17 July 2007. Just prior to this activity,
the Company had also conducted a small placing of £0.5m in new equity capital in
April 2007 to provide the necessary working capital to service the needs of the
new contracts announced in the previous February as outlined above. This
capital, in particular, enabled the Company to establish an initial presence in
the Bristol area, which the Board regards as a key new hub in its strategy for
expansion. Finally, in dealing with changes in the Company's share capital, it
should be noted that £275,000 in convertible loan stock, which fell due on 30
June 2007, was duly converted into ordinary shares on that date, further
strengthening the Company's capital base.
I am also pleased to be able to report continuing success in our objective to
increase the revenues of the group with new contracts. On 30 July 2007 we were
able to announce that we had been awarded a further batch of contracts bringing
with them revenues of some £1,705,000. The success in obtaining new contracts
underlines our commitment to increase the group's turnover and to become a
significant force in transport operations in our chosen locations. The Board
remains convinced that the transport sector offers opportunities for growth,
both organically and by acquisition, as shown by the activity described in this
statement. I continue to believe that one of the keys to success in the sector
is a strong financial as well as operational base. I intend that we will take
further decisive strides towards these twin objectives as 2007 passes into 2008
and build on the successes we have achieved so far.
I am pleased that the trend in reduction of losses has continued in 2007 in
accordance with our budgets. In the second half of the year I expect that the
group's financial performance, compared to the same period of 2006, will show a
much increased rate of change. Furthermore, I am confident that the group will
begin to attain positive results month by month, both in cash flows and profits,
as 2008 approaches. Over the next six months our key objectives will be the
digestion and integration of the acquisitions I have mentioned above. At the
same time our quest for suitable new work will continue, as will our pursuit of
further acquisition targets in our chosen areas of operation. The Board
believes that its strategy will deliver a sizeable and profitable, integrated
transport group. I look forward to being able to report further successes to you
in my report for the year as a whole.
John Gunn
Chairman
30 August, 2007
Contacts:
John Gunn Chairman 020 7236 6236
Kim Taylor CEO 07918 883796
Rhod Cruwys, Blue Oar Securities Plc 020 7448 4400
Consolidated profit and loss account
Notes Six months Six months Year ended
ended 31 May ended 31 May 30 November
2007 2006 2006
(unaudited) (unaudited) (audited)
£ £ £
Turnover 9,556,639 8,026,749 16,094,920
Cost of sales (8,087,409) (7,280,630) (15,009,429)
------------ ------------ ------------
Gross
profit/(loss) 1,469,230 746,119 1,085,491
Administrative
expenses (2,076,784) (1,821,308) (3,578,924)
(Including goodwill
amortisation of £204,000,
£259,285 and £400,000
respectively)
------------ ------------ ------------
Operating Loss (607,554) (1,075,189) (2,493,433)
Interest
receivable 6,902 1,284 19,301
Interest
payable (255,500) (45,208) (251,534)
------------ ------------ ------------
Loss on
ordinary
activities
before and
after taxation (856,152) (1,119,113) (2,725,666)
============ ============ ============
Loss per share
- basic and
diluted 3 (0.23p) (0.54p) (1.05p)
------------ ------------ ------------
Consolidated Balance Sheet
Notes At 31 May 2007 At 31 May 2006 At 30 November
(unaudited) (unaudited) 2006 (audited)
£ £ £
Fixed assets
Intangible
assets 7,605,858 8,313,431 7,737,800
Tangible assets 9,811,672 3,727,190 5,675,158
------------ ------------ ------------
17,417,530 12,040,621 13,412,958
Current assets
Stocks 157,474 118,274 164,511
Debtors 3,483,539 2,464,942 3,539,430
Cash at bank
and in hand - 42,634 -
------------ ------------ ------------
3,641,013 2,625,850 3,703,941
Creditors:
amounts
falling due
within one
year (6,812,730) (3,308,995) (5,940,235)
------------ ------------ ------------
Net current
(liabilities) (3,171,717) (683,145) (2,236,294)
------------ ------------ ------------
Total assets
less current
liabilities 14,245,813 11,357,476 11,176,664
Creditors:
amounts
falling due
after more
than one year (7,373,253) (3,505,946) (3,597,582)
Provisions (570,967) (1,224,124) (893,431)
------------ ------------ ------------
6,301,593 6,627,406 6,685,651
============ ============ ============
Capital and reserves
Called up
share capital 4,010,243 2,803,077 3,676,910
Share Premium
Account 4,454,984 3,525,258 4,316,223
Merger reserve 2,566,667 2,566,667 2,566,667
Profit and
loss account
(deficit) (4,730,301) (2,267,596) (3,874,149)
------------ ------------ ------------
Shareholders'
funds 6,301,593 6,627,406 6,685,651
============ ============ ============
Consolidated cash flow statement
Notes Six months Six months Year ended
ended 31 May ended 31 May 30 November
2006 2006 2006
(unaudited) (unaudited) (audited)
£ £ £
Net cash
outflow from
operating
activities 4 (43,226) (1,113,100) (2,977,867)
Returns on investments and
servicing of finance
Interest
received 6,902 1,284 19,301
Interest paid (220,590) (35,715) (200,003)
------------ ------------ ------------
Net cash
(outflow)/infl
ow from
returns on
investments
and servicing
of finance (213,688) (34,431) (180,702)
------------ ------------ ------------
Capital expenditure and
financial investment
Payment to
acquire
intangible
fixed assets - (250,000) (250,000)
Payments to
acquire
tangible fixed
assets (549,868) (2,072,271) (2,173,208)
Sale of
tangible fixed
assets 685,042 11,190 90,447
------------ ------------ ------------
Net cash
inflow/(outflo
w) from
capital
expenditure
and financial
investment 135,174 (2,311,081) (2,332,761)
------------ ------------ ------------
Acquisitions
Acquisition (34,000) - (30,000)
Expenses
incurred in
making the
acquisitions (38,059) - (132,308)
Bank overdraft
acquired with
acquisitions - - (40,150)
------------ ------------ ------------
Cash outflow
from
acquisitions (72,059) - (202,458)
------------ ------------ ------------
Cash outflow
before use of
liquid
resources and
financing (193,799) (3,458,612) (5,693,788)
Management of liquid resources
Decrease in
deposits with
banks - 1,000,000 1,000,000
Financing
Issue of ordinary share capital 500,000 1,625,000 3,331,002
Issue costs (27,904) (113,801) (130,006)
Issue of convertible loan notes 400,000 - 250,000
Redemption of loan note (100,000) - -
Bank loan - 1,500,000 1,500,000
Bank loan repaid (7,590) - (3,902)
Capital element of finance lease
payments (799,140) - (647,801)
------------ ------------ ------------
Cash (outflow)/inflow from financing (34,634) 3,011,199 4,299,293
------------ ------------ ------------
(Decrease)/Increase in cash for
the period (228,433) 552,587 (394,495)
============ ============ ============
Notes to the unaudited interim statement for the period ended 31 May 2007
1 Basis of Preparation: the financial information for the period has not been
audited or reviewed.
2 Accounting policies: the accounting policies used in this statement are the
same as those which were used for the preparation of the audited accounts
for the year ended 30 November 2006.
3 Loss per share: loss per share has been calculated based upon the weighted
average number of shares in issue in the period of 369,380,525 (May 2006:
208,283,884; November 2006: 259,006,815). The share options outstanding at
the period ends were not dilutive.
4 Reconciliation of Operating Loss to Net Cash Outflow:
Reconciliation of Operating Loss to Six months Six months Year ended 30
Net Cash Outflow from Operating ended 31 May ended 31 May November
Activities 2007 2006 2006
£ £ £
Operating Loss (607,554) (1,075,189) (2,493,433)
Amortisation
of goodwill
and
intangibles 204,000 259,286 418,000
Depreciation
of tangible
fixed assets 217,501 74,854 263,144
Decrease in
debtors 55,891 1,287,138 456,322
Increase/(decrease)
in
creditors 397,198 (1,362,515) (984,641)
Decrease in
stock 7,037 23,416 13,440
Loss on
disposal of
fixed assets 5,165 2,786 2,870
Movement on
provisions (322,464) (322,876) (653,569)
------------ ------------ ------------
Net Cash
Outflow from
Operating
Activities (43,226) (1,113,100) (2,977,867)
============ ============ ============
5 Additional Information: this Interim Report does not constitute statutory
accounts within the meaning of s.240 of the Companies Act 1985. The
comparatives for the full year ended 30 November 2006 are not the Company's
full statutory accounts for that year. A copy of the statutory accounts for
that year has been delivered to the Registrar of Companies. The auditors'
report on those accounts was unqualified, did not include references to any
matters to which the auditors drew attention by way of emphasis without
qualifying their report and did not contain a statement under section
237(2) - (3) of the Companies Act 1985.
6 Other: copies of this Interim Report can be obtained by request from the
company's registered office at 46, Cannon Street, London, EC4N 6JJ.
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