NBI.L Regulatory News (NBI)

12 April 2022

Northbridge Industrial Services Plc

("Northbridge" or the "Group" or the "Company")

Audited results for the Year Ended 31 December 2021

Northbridge Industrial Services plc, the power reliability company, today announces its audited results for the year ended 31 December 2021, which are in line with increased market expectations.

Highlights:

· Group revenue from continuing operations up 20% to £29.5 million (2020: £24.6 million)

o Hire revenue up 34% as major projects recover from COVID-19 delays

o Equipment sales up 7%, despite capacity constraints, with data centres remaining very strong

o Change in mix towards hire benefitted gross margin from continuing operations - up to 47.2% from 44.9%

· Pre-exceptional profit before tax up sharply to £3.3 million (2020 £0.4 million)

· Strong cashflow reduced net debt1 to £2.2 million (2020: £6.8 million)

· Balance sheet restructured by partial redemption and partial conversion of Convertible Loan Note ("CLN") and new lower cost, more flexible bank facility

· Successful exit from bulk of Tasman Drilling Tools division with sale of the Australian and New Zealand operations which completed in February 2022

· In line with previous announcements, £6.7 million exceptional cost recognised in respect of Tasman disposal and £0.9 million in respect of the redemption of the CLN

· Factory expansion project well under way by year end and on track for Q2 2022 on stream date

· Started the year with record equipment sales order book for Crestchic for the fourth year in succession

· Excellent financial performance in 2021 and confidence in future prospects has led to the resumption of dividends

· Company name to be changed to Crestchic Plc, after the next AGM, to reflect refocused strategy

1 including IFRS 16, reconciliation to pre-IFRS-16 figures included in the Financial Review

Peter Harris, Executive Chairman, commenting on the results said:

"At the start of 2021 we set out a new, strategic direction for the Group, focused on our Crestchic Power Reliability division. We set out a series of actions that we needed to take to restore the group to profitability and robust financial health. We also acted to reposition the group for sustained future growth, based on our proposition of providing mission critical equipment into a niche market that is growing strongly, driven by global megatrends towards a digital economy and energy transition away from fossil fuels.

I am pleased to report that our 2021 results demonstrate that we have been successful on all fronts. Following the successful exit from the bulk of the Tasman division, with our factory expansion nearing completion and with record orders books reflecting the vibrancy of our markets, we face the future with great confidence".

For further information

Northbridge Industrial Services plc 01283 531645

Peter Harris, Executive Chairman

Iwan Phillips, Finance Director

Shore Capital (Nominated Adviser and Broker) 020 7408 4050

Robert Finlay / David Coaten / Henry Willcocks

Buchanan Communications 020 7466 5000

Charles Ryland / Stephanie Whitmore / George Cleary

About Northbridge:

Northbridge Industrial Services plc hires and sells specialist power reliability equipment. With a product range comprising a wide range of loadbanks and transformers and depots, offices or agents in the UK, USA, The Middle East, Belgium, Germany, France, Singapore, China and South Korea, Northbridge has a global customer base. This includes utility companies, renewables, the oil and gas sector, data centres, shipping, banking, mining, construction and the public sector. Northbridge was admitted to AIM in 2006 since when it has grown by providing a high level of service, responsiveness and flexibility to customers.

The Company is due to change its name to Crestchic Plc after the next AGM, which is due to be held on 9 June 2022.

EXECUTIVE CHAIRMAN'S REPORT

2021 was a transformational year for Northbridge.

At the beginning of the year, following a comprehensive strategic review, we announced that advisors had been appointed to seek to dispose of our Tasman Drilling Tools Rental division. This disposal has now been substantially completed and the future of Northbridge is now firmly focused on its Crestchic Power Reliability business.

Radical steps have been taken to realign the organisation and infrastructure of the Group to the needs of the Crestchic business; notably, we have:

· reorganised and reinvigorated the Board and senior management, taking one layer out of the structure, clarifying accountabilities, accelerating decision making, bringing in new skills in critical areas of responsibility and realigning remuneration to incentivise both short-term performance and long-term value creation;

· restructured our borrowings to produce a financial structure that has increased our financial capacity, is more flexible, has reduced covenant constraints and lowered costs and has eliminated the dilution overhang of the convertible loan notes;

· commenced the construction of a new factory building on our Burton on Trent site which will come on stream in Q2 2022 and increase our manufacturing capacity by around 60%; and

· developed an ESG road map that, over time, will enable us to deliver on our commitments to all our stakeholders, including our local and wider communities, make us more attractive to a broader investor base and identify opportunities emerging from the global energy transition towards cleaner and renewable energy sources.

Whilst doing all of this, we have delivered strong results. Group revenue from continuing operations increased by 20% to £29.5 million (2020: £24.6 million) and Group pre-exceptional profit before tax increased substantially to £3.3 million (2020: £0.4 million), while strong cash flow led to net debt, pre-IFRS 16, falling to £1.0 million (2020 £5.4 million).

We have entered 2022 with strong rental pipelines and, for the fourth year running, the benefit of record new year orders on hand for the sale of Crestchic products.

Crestchic - Power Reliability

Crestchic manufactures, sells and rents loadbanks and transformers to domestic and international customers all around the world. Our products are used by generators and distributors of power to ensure supply reliability, by industries critically dependent on uninterrupted power to test backup power systems, and by extractive industries to commission off grid power generation in remote sites for activities such as mining and drilling.

We have continued to benefit from high levels of growth in two particular sectors - energy transition and data centres.

The accelerating transition from coal and oil-based energy sources towards cleaner and renewable energy is continuing to result in a proliferation of smaller energy generators whose sites both require commissioning and also create unique challenges for connection into established distribution networks. These in turn create an increased need for testing both the primary generators but also backup generators, which are becoming even more important as customers seek to ensure the resilience of supply in the face of less stable primary distribution. All of this drives demand for our products, both for outright sale and for rental.

The continuing worldwide growth in data centres continues to provide Crestchic with tangible and significant opportunities for both the sale and rental of our equipment. We expect global investment in this type of "big data" to grow for many years to come and we are actively expanding our geographic penetration and the range of products and services that we supply to this rapidly growing market.

Outright sales of manufactured goods performed well, up 7% year on year to £14.0 million (2020: £13.1 million), despite the continuing constraint of manufacturing capacity. Gross margin on outright sales improved from 34.4% to 34.9%, as the increased costs of working in the factory as a result of COVID-19 restrictions slowly eased.

Rental recovered well from the dip due to the pandemic. Turnover was up by 34% year on year to £15.5 million (2020: £11.5 million) and was 8% ahead of pre-pandemic levels. Demand remained strong from the data centres and renewables sectors and picked up strongly for larger tests for energy and marine projects in the Far East in H1 and the Middle East in H2 2021. Gross margin on rental also recovered - from 55.7% in 2020 to 58.4% in 2021 - due to the improved recovery of fixed depreciation costs. Demand for these larger projects has remained resilient into 2022.

Our business in the USA continued to develop. We appointed a new Business Development Manager in the US in 2021 and have now signed a lease on a new rental depot in Texas, which will become operational in Q2 2022. This will serve our traditional US customer base and also provide an entry platform into the data centre market. To accelerate our entry into this market we have entered into a supply agreement with a US manufacturer, Mosebach, for the purchase of a fleet of US manufactured and specified smaller loadbanks targeted specifically at data centre testing. Demand for the sale of equipment into the USA has remained vibrant and we should see further growth as manufacturing supply constraints from the UK ease with the expansion of the factory.

Though the supply chain problems that were experienced by many businesses in 2020 as a result of the Covid-19 pandemic persisted through 2021, the corrective actions that we initiated continued to prove effective and, by the end of the year, the impact on our business had been substantially mitigated. The experience gained is again proving valuable in 2022 as we prepare for possible supply chain disruption arising as a result of the conflict in Ukraine and the sanctions imposed upon Russia.

The enlargement of the factory in Burton on Trent is going well. Planning consent came through towards the end of H1 2021 and we broke ground early in H2. The new building remains on time and on budget and is scheduled to be up and running in Q2 2022.

Discontinued operations - Tasman Drilling Tools

As previously reported, our Drilling Tool Rental operations had mixed fortunes during 2021. The joint venture in Malaysia and the subsidiary in Singapore continued to be loss making and during the year we sold our interest in the Malaysian joint venture to our former partners and the Singapore operation was closed down. All our remaining assets from these two businesses were then sold. The businesses in Australia, New Zealand and the Middle East slowly recovered over the year from the effects of the pandemic. Overall, the division traded at breakeven for the year (2020: loss of £0.7 million). The Australian and New Zealand businesses were sold in Q1 2022 and the business in the Middle East is being actively marketed. An exceptional cost of £6.7 million has been recognised in the 2021 accounts which is expected to cover in full all the disposal losses, costs and impairment write downs resulting from the disposal of the division. We are confident in the prospects of the businesses under their new owners and wish our former colleagues well for the future.

The future of the Group and Dividend

The future of the Group is centred around the Crestchic business and its globally recognised brand, technology, distribution network and rental fleet and, in recognition of this, a resolution will be tabled at the forthcoming Annual General Meeting to change the name of the Company to Crestchic Plc.

The momentum of the global megatrends towards a connected, digital economy and energy transition combined with identified opportunities to expand our geographic footprint both for rental and sales of equipment, all supported by a 60% increase in manufacturing capacity, give us the opportunity to outperform what is already a strongly growing market - and it is an opportunity we are determined to seize.

We are also committed to using the factory expansion as a launch platform for the journey from being a manufacturer of world class equipment to being a world class manufacturer of equipment - and the benefits from this journey will flow through to our customers and our shareholders in the form of reduced lead times, a zero-defect culture and improved margins.

Financially, Northbridge is conservatively geared and our low cost, flexible borrowing facilities give us the financial capacity to grow quickly without unnecessarily exposing the Group to risk.

The Crestchic divisional return on investment ("ROI") has improved to 26% (2020: 15%) and, as a result of this improved performance, combined with lower central costs, the Group ROI has improved significantly from 9% to 18%. Despite our very low gearing, the renegotiation of our financial structure and the exit from Tasman have resulted in our cost of capital remaining unchanged at 12.5 %, meaning we are now creating value for our shareholders. Our planned growth will further enhance ROI and accelerate this shareholder value creation.

All of this good news has allowed us to propose a return to paying dividends and, subject to shareholder approval, a final dividend of 1 pence per share will be paid to shareholders in June 2022 and, at the time of announcing our half year results for 2022, we expect to be in a position to declare an interim dividend in respect of 2022 for payment to shareholders in November 2022.

Organisationally, our Board has continued to give clear strategic leadership and exercise strong governance. In March 2022 we welcomed Nicholas Mills as a non-executive Director and know that he will make a valuable contribution to the Board. Our management team is stable and experienced and possesses a deep knowledge of our products and markets and has been enhanced by the recruitment of several senior managers during 2021, all of whom have brought specialist knowledge and energy to our business.

Our staff are second to none in their skills, experience and loyalty and we are constantly recruiting, inducting, and training new staff as the business grows, not least to meet the needs of the factory expansion. Each member of our team has been challenged during the last year by the sheer scale of the transformation of the business - and each has risen to and overcome the challenges he or she faced. I am proudly able to say that our people are by far our most valuable asset and cannot thank my colleagues enough for all they have done to ensure the future success and prosperity of the business.

While we expect to benefit from the continued recovery of the global economy as the world emerges from the pandemic, we know that the real levers for sustained value creation lie firmly in our own hands. We will use our strong platform of financial stability, product excellence, innovation, market opportunity and outstanding people to drive further growth in revenue, profits and return on capital.

Outlook

We entered 2022 with a record opening order book for our core Crestchic products and a strong rental pipeline. Alongside this, we are continuing to manage costs efficiently, optimise working capital, and focus our capital expenditure on the areas that are strategically significant to our ambitions for growth - in particular the factory expansion, growing the rental fleet and developing our systems infrastructure. All of this should build on the foundations that we have already put in place for long-term growth to deliver a strong performance in 2022 and onwards.

In the first quarter of the year the Group performed ahead of management's expectations and we expect further growth in revenues and profit over the remainder of the year. As a result, we expect profit for the first half to be ahead of 2021 and for this to continue during the second half of the year. 

FINANCIAL REVIEW

Continuing and discontinued operations

As noted in the Executive Chairman's Statement, all the activities of the Tasman division have been classified as discontinued and all assets and liabilities have been classified as held for sale at 31 December 2021. The sale of the majority of the assets and liabilities concluded on 28 February 2022 and it is firmly expected that all the remaining assets and liabilities will be disposed of during 2022.

Revenue and profit before tax

The Group's revenue is derived principally from the rental of its hire fleet and the sale of manufactured equipment. Notes 2 and 3 to the financial statements show the Group's revenue split by geography and revenue type.

Revenue from continuing operations increased by 20% to £29.5 million in 2021 from £24.6 million in 2020. This included an increase in hire revenue of 34% to £15.5 million in 2021 from £11.5 million in 2020 and an increase in sales revenue of 7% to £14.0 million from £13.1 million in 2020.

As many of the Group's costs are largely of a fixed nature in the short to medium term (with significant movements in the cost base being attributable to acquisitions, large capital expenditure and divestments), any revenue movement will be highlighted at the operating profit level.

The gross margin from continuing operations increased from 45% to 47% during the year benefiting from the 20% increase in revenue from continuing operations and a shift in revenue mix from sales towards higher margin hire revenue.

Rental revenue made up 52% of total revenue from continuing operations in 2021 compared with 47% in 2020.

Operating costs from continuing operations increased from £9.3 million to £10.1 million as activity increased and COVID-19 related travel restrictions eased. No COVID-19 related Government support was received in the continuing operations during the year (2020: £0.1 million).

Net finance costs decreased in 2021 due to a combination of the full refinancing, which completed in June 2021, reducing borrowing costs and the level of debt decreasing.

Overall, it has been an excellent year for the continuing operations of the Group with profit from operations increasing from £1.8 million in 2020 to £3.8 million in 2021 and pre-exceptional profit before tax increasing from £1.1 million to £3.3 million. Exceptional costs relating to continuing operations were £0.9 million (2020: £nil) and are detailed in Note 4 to the financial statements.

Revenue from discontinued operations remained consistent with 2020 at £9.4 million but improved margins and tight cost control significantly decreased the operating loss from £0.7 million to £nil. Exceptional costs relating to discontinued operations were £6.7 million (2020: £7.8 million) and are detailed in Note 4 to the financial statements.

Earnings per share

The basic and diluted loss per share, both of 17.3 pence (2020: 26.9 pence), have been arrived at in accordance with the calculations contained in Note 11 to the financial statements. The basic and diluted earnings per share from continuing operations was 6.6 pence (2020: 2.7 pence).

Balance sheet and debt

Total net assets at 31 December 2021 were £23.3 million compared with £27.7 million in 2020. The decrease in net assets during the year is mainly due to the exceptional costs of £6.7 million relating to discontinued operations. Further details are included in Note 4 to the financial statements.

Hire fleet additions in the year totalled £2.2 million (2020: £3.8 million) with a significant increase in the investment made in the Crestchic fleet from £0.7 million in 2020 to £1.2 million in 2021. Proceeds from the sale of hire fleet were £2.0 million (2020: £0.8 million) resulting in a net spend of £0.2 million (2020: £2.9 million). Capital expenditure within Crestchic will increase in 2022 as the new production facility is completed and permits investment in the hire fleet.

Inventory levels increased during the year to £4.4 million (2020: £3.5 million) mainly due to the increased production levels and the prudent approach applied to stock levels to decrease the risk of COVID-19 and Brexit related supply chain issues.

Cash collection has been strong during the year and year-end trade receivables have only increased slightly to £4.7 million (2020 continuing operations: £4.6 million, £6.6 million in total). Debtor days have not been adversely affected by COVID-19 and the Group maintained its usual trading terms to suppliers, including at the year end.

In June 2021, all the existing bank and convertible loan note facilities were refinanced into one revolving credit facility. £3,056,938 of the loan notes were repaid in cash which attracted an early repayment penalty of £764,000 (see note 4) and the remaining £943,062 was converted into 1,047,848 ordinary shares at 90 pence per share.

The new banking facility has increased available funds, significantly decreased borrowing costs and substantially simplified the borrowing structure. Net debt decreased by £4.6 million during the year to £2.2 million (£1.0 million pre-IFRS 16) (2020: £6.8 million, £5.4 million pre-IFRS 16). During the year the Group made investments in both fixed assets and working capital while significantly decreasing debt.

With net debt decreasing and EBITDA increasing, the Group's leverage, as calculated by dividing net debt by EBITDA, decreased significantly from 0.9x as at 31 December 2020 to 0.2x as at 31 December 2021. On a pre-IFRS 16 basis this ratio decreased from 0.8x to 0.1x during the year.

Cash flow

The Group continued to generate significant levels of cash with cash generated from operations of £6.8 million which is slightly down on the £7.1 million generated in 2020 due to an increase in working capital.

Tax expense

The overall tax charge for the year totalled £0.7 million (2020: £0.1 million after a £0.4 million exceptional credit for the deferred tax related to impaired intangibles within the Tasman division) reflecting the improved pre-exceptional profit made in the year.

The Group manages taxes such that it pays the correct amount of tax in each country that it operates in, utilising available reliefs and engaging with local tax authorities and advisors as appropriate.

Return on investment ("ROI")

As noted in the Executive Chairman's Statement, a key metric for the Group is the return generated on the investments it makes in assets and working capital. Our ROI measure is defined by the operating profit divided by the net operating assets.

The Group is focused on delivering an ROI well above its weighted average cost of capital. Using data from a third-party advisor, the Group's pre-tax cost of capital has been calculated at 12.5%. This is unchanged from 2020, with the increase in the general cost of equity offset by decreases in the Company's borrowing rate due to the new financial structure and the Company's risk premium due to the sale of Tasman. The Board is now targeting a Group ROI of 20% in the medium term.

To achieve this, the Board will focus on the following:

- the prioritisation of ROI in all capital expenditure and asset disposal decisions;

- maintaining Crestchic's ROI as investment into its growth continues; and

- ensuring that the plc overhead is appropriate.

Divisional and Group ROI

* 2019 net operating assets defined in prior year annual report; for 2020 and 2021 see Note 3 to the financial statements

** See Note 3 to the financial statements for divisional allocation

The 20% increase in Crestchic revenue has driven the increase in its ROI to 26% which is significantly up on 2020 and its pre-pandemic level of 22% achieved in 2019. Investment in Crestchic will increase significantly in 2022 and maintaining this level of ROI will be targeted.

The Group ROI from continuing operations has doubled from 9% in 2020 to 18% in 2021 and with continued growth in Crestchic expected and a decrease in central costs, a target of 20% has been set for 2022.

Reconciliation to reported figures

Reconciliation of pre-IFRS 16 and post-IFRS 16 net debt, EBITDA and cash generated from operations

The following tables reconcile the pre- and post-IFRS 16 balances of some of the Group's key metrics: EBITDA, cash generated from operations and net debt. This is to enable users to compare these metrics to pre-IFRS 16 metrics from 2018 and previous periods.

* - Any leases which would have been classified as finance leases prior to IFRS 16 have been added to loans and borrowings.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2021

CONSOLIDATED BALANCE SHEET

As at 31 December 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2021

For the year ended 31 December 2020

CONSOLIDATED CASH FLOW STATEMENT

The consolidated cash flow statement includes the following amounts relating to discontinued operations:

1. ACCOUNTING POLICIES

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

While the financial information included in the annual financial results announcement has been prepared in accordance with the recognition and measurement principles of the UK adopted international accounting standards, this announcement does not contain sufficient information to comply with this.

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2021 or 2020, but is derived from those accounts. Statutory accounts for the year ended 31 December 2020 have been delivered to the Registrar of Companies and those for the year ended 31 December 2021 will be delivered following the Company's annual general meeting.

The auditors have reported on those accounts and their reports were unqualified.

Going concern

After making appropriate enquiries, the Directors have formed a judgement, at the time of approving the financial statements, that the Group can have a reasonable expectation that adequate resources will be available for it to continue its operations for the foreseeable future, and consequently it is appropriate to adopt the going concern principle in the preparation of the financial statements.

In forming this judgement, the Directors have reviewed the Group's latest forecasts and cashflows for at least twelve months after the signing date including reasonable downside sensitivity scenarios and reverse stress testing.

Net debt had decreased to £2.2 million at 31 December 2021 which is only 0.2 times EBITDA. After a successful refinancing during the year, the Group's facilities are now not due for renewal until 2025 and there is sufficient headroom on the £10 million facility to fund the future growth strategy.

The Tasman disposal was largely completed on 28 February and AUD6 million was received. Further payments totalling AUD1.85 million are due across the next twelve months.

Even with a reasonable downside scenario, considering the continued effect of COVID-19 and possible effects from the invasion of Ukraine, there is sufficient cash flow to pass all bank covenants by a significant margin.

1.2 BASIS OF CONSOLIDATION

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists the company considers all relevant facts and circumstances, including:

- The size of the company's voting rights relative to both the size and dispersion of other parties who hold voting rights substantive potential voting rights held by the company and by other parties

- Other contractual arrangements

- Historic patterns in voting attendance.

The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenues

The Group has disaggregated revenue into various categories in the following table which is intended to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic date.

Contract liabilities

Contract liabilities are included within "trade and other payables" on the face of the balance sheet. There were no contract assets in the current or prior year.

Contracts liabilities arise when customers pay advanced deposits on units manufactured by Crestchic. These are generally recognised as revenue within six months and no deposits were recognised as revenue in a period longer than twelve months.

3. SEGMENT INFORMATION

The Group has previously disclosed two reportable segments:

• Crestchic Loadbanks and Transformers - this segment is involved in the manufacture, hire and sale of loadbanks and transformers. This includes the Crestchic, NTX, Crestchic France, NME, CME, CAP, USA and China businesses; and

• Tasman Drilling Tools - this segment is involved in the hire and sale of oil tools. This includes the TOTAU, TOTNZ, TOTAE, TOTSEA and TOTAP businesses and the Group's 49% share of OTOT and TSPG.

In December 2021 the Tasman division was classified as held for sale and the Group now has one reportable segment.

Factors that management used to identify the Group's reportable segments

The Group's reportable segments are strategic business units that offer different products and services.

Measurement of operating segment profit or loss and assets and liabilities

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.

The Group evaluates performance on the basis of profit or loss before tax.

Segment assets and liabilities include an aggregation of all assets and liabilities relating to businesses included within each segment. All inter-segment transactions are at arm's length. The segmental allocation of costs, assets and liabilities has been reviewed during the year and balances relating to goodwill, intangibles, fair value adjustments and deferred tax arising on acquisitions and the resulting amortisation and depreciation of these balances have been fully allocated to segments.

4. EXCEPTIONAL COSTS

Exceptional items from continuing operations

In June 2021, the Group refinanced early its senior debt facilities and convertible loan notes that were due to expire in June 2022. As part of the settlement of the convertible loan notes, an early redemption fee of £764,000 was paid to bondholders. Debt fees of £113,000 were written off due to the early repayment of the facilities and a total exceptional finance cost of £877,000 (2020: £nil) has been recognised in the Group Statement of Comprehensive Income.

Exceptional items from discontinued operations

Exceptional items within discontinued operations totalling £6,692,000 (2020: £7,326,000) have been recognised in the Consolidated Statement of Comprehensive Income.

In the prior year, £7,751,000 was recognised as an exceptional cost and a £425,000 credit was recognised within the deferred tax charge.

In June 2020, the Board reviewed the carrying value of all the Group's intangible assets. It concluded that all of the £7,136,000 carrying value of intangibles and goodwill relating to the 2014 acquisition of Tasman New Zealand should be impaired. The Board also decided that the recoverability of a balance of £615,000 owed by the Olio Tasman joint venture was in doubt and that a full provision should be made. The total provision made in 2020 was £7,751,000 and a deferred tax credit of £425,000 resulted from the exceptional impairment of the customer relationships realised on the acquisition

5. INCOME TAX EXPENSE

Continued and discontinued operations:

6. EARNINGS PER SHARE

At the end of the year, the Company had in issue 2,240,692 (2020: 2,332,951) share options and up to 1,500,000 (2020: nil) shares which may be allocated under the LTIP which have not been included in the calculation of diluted EPS because their effects are anti-dilutive. These share options and shares potentially awarded under the LTIP could be dilutive in the future.

7. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

In April 2021, the Board announced its intention to dispose of the Tasman division and began to market the division in the same month.

In September 2021, it become clear that Tasman would not be sold as a single division and it was announced that:

· an exit from the joint venture in Malaysia was close to being agreed and that the assets held there would then be marketed;

· exclusive discussions to sell the Australian and New Zealand entities were ongoing; and

· discussions to sell the Middle East entities were at an early stage.

At the year end, Tasman had successfully exited the joint venture in Malaysia and either sold or scrapped all the assets in the region. The loss on disposal of the assets is included within exceptional costs in Note 4.

In December 2021, a "heads of terms" was signed to sell the Australian and New Zealand entities and at 31 December it was deemed highly probable that the deal would complete within twelve months of the year end. The deal completed on 28 February as described in Note 29 to the financial statements.

Discussions with parties interested in acquiring the Middle East entities were on going at the year end and the Board agreed that all of the remaining Tasman operations should be classified as held for sale at the year end. This was a key judgement and is described in detail in Note 1.20 to the financials statement.

The following major classes of assets and liabilities relating to the Tasman operation have been classified as held for sale in the Consolidated Balance Sheet on 31 December 2021:

The Directors are proposing a final dividend of 1.00 pence (2020: nil) per share totalling £285,000, resulting in dividends for the whole year of 1.00 pence (2020: nil) per share. The dividend has not been accrued at the balance sheet date. The dividend will be paid on the 16 June 2022 to shareholders on the register on 27 May 2022. The ex-dividend date will be 26 May 2022.

On 28 February 2022, the sale of all the Tasman operations in Australia and New Zealand was completed for the agreed consideration of AUD7.85 million. The consideration is subject to a working capital adjustment which is not expected to be material. The consideration was agreed in December 2021 and was used in the calculation of the net realisable value of the Tasman division as it was classified as held for sale.