ROL.L Regulatory News (ROL)

11 August 2017

Rotala Plc

("Rotala" or "the Company" or "the Group")

Unaudited Interim Results for the six months to 31 May 2017

Highlights:

· Revenue up 4.5 % vs. H1 2016 to £28.6 million*

· Improvement in gross profit margin to 19%*

· Profit from operations up 12.1% to £1.96 million*

· Profit before taxation up 18.1% to £1.34 million*

· Basic adjusted earnings per share up 8.9% to 2.58p*

· Interim dividend increased by 6.3% to 0.85p per share (2016: 0.80p)

· Net debt at half-year end of £25.7 million vs £25.8 million at 31 May 2016

· The contract wins announced in the accounting period are expected to produce additional estimated revenues of £4.7 million in a full year

· £3.5 million equity raise to finance acquisitions in the West Midlands and Greater Manchester (post period end)

· Rotala continues to pursue attractive acquisition targets

· Current trading in line with market expectations

*before mark to market provision and other exceptional items

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Chairman's Statement

I am pleased to present this interim report to shareholders in respect of the six months ended 31 May 2017. The Company has continued to make good progress in the first half of 2017, achieving another period of growth as operational leverage improves. Furthermore, post period end on 28 July 2017 we announced that we had raised a total of £3.5 million in new equity to finance acquisitions, subject to shareholder approval at a general meeting on 18 August 2017. The equity fundraising is described in the Company's announcement dated 28 July 2017 as well as the circular to shareholders dated 31 July 2017.

Results

Revenues for the Group as a whole for the six months ended 31 May 2017 were £28.6 million. This represents an increase of 4.5% compared to those of the previous year. Operating margins increased slightly to 18.9% (2016: 18.2%) as we achieved better utilisation of our bus assets. Pre- tax profits before exceptional items rose by 18% to £1.34 million (2016: £1.135 million).

Contracted Services

Revenues in the Contracted Services division rose overall by 6%, when compared to the first half of 2016, to £10.4 million (2016: £9.8 million). This level of revenue is 29% higher than it was only two years ago. As I had commented in the most recent Annual Report, Contracted Services are expected to contribute an increasing proportion of the Group's revenues in both the short and medium term. We have invested heavily in this area of our business in recent years and have achieved considerable growth, both organically and through acquisition. In the first half of 2017 Contracted Services comprised 36.5% of Group revenues, compared to 35.9% in the same period of 2016. The development of franchised bus markets are expected to drive greater gains in this part of our business.

Income derived from corporate contracts remains the larger component of the Contracted Services division, having grown strongly in recent years. The acquisition of the OFJ business in 2016 and the corporate contract wins we announced in the earlier part of this year have all contributed to these increasing revenues. In contrast the proportion of Group revenues derived from Local Authority bus contracts fell slightly to 14% (2016: 15.5%). Revenues from this source were indeed in absolute terms slightly down year on year but the proportionate fall is more reflective of the growth of Group revenues overall, as revenues derived from Local Authority bus contracts have remained reasonably stable.

Commercial Services

Revenues in the Commercial Services division, compared to the first half of 2016, rose by 2% to £16.9 million (2016: £16.6 million). Following the Company's three acquisitions in 2016, which were not focused on this division, Commercial Services now contributes approximately 59% of the Group's total revenue (2016: 61%). These changes reflect stable revenues in Preston and the West Midlands generally and rising revenues in the Manchester area. In and around Heathrow the expansion into bus routes in Surrey produced revenue gains which were in turn offset by our decision to discontinue a number of services in the Bristol and Bath area on the grounds that they had become uneconomic.

Charter Services

Revenues in the Charter Services division rose by 30% compared to the previous year to £1.28 million (2016: £0.98 million). This increase reflects the contribution in the private hire stream of business of the two small acquisitions of Wigan Coachways and Elite Minibus and Coach Services completed in 2016. The year on year increase in revenues was largely focused in the North West of the country, which was the target of the making of these two acquisitions. We had identified that we had little or no penetration of this potentially lucrative market in that area of the country. The two acquisitions were designed to remedy this weakness and we are pleased with the progress we have made. Revenues in Charter Services are now more than 80% higher than they were two years ago, as a result of the three acquisitions we have made in that period to improve radically our presence in the private hire markets at Heathrow airport and in the North West of England.

Issue of Equity for Acquisitions (post period end)

On 28 July 2017, the Company announced that it had raised £2 million, before fees and expenses, through a subscription by two existing shareholders at a price of 60p a share, and that a further £1.5 million was conditionally raised through a placing with certain other investors, also at 60p per share, subject to approval by shareholders.

The net proceeds from the issue of equity have been used or are expected to be used by the Company for the following purposes:

(i) circa £1.0 million towards funding the acquisition of Hansons (Wordsley) Limited ("Hansons") in the West Midlands, which completed on 28 July 2017;

(ii) circa £1.0 million towards funding the proposed acquisition of a freehold site and 18 buses from a business based in Greater Manchester. Exchange of contracts in relation to this announcement is expected shortly and completion of this acquisition is expected to occur by 1 September 2017 following satisfaction by the target of its obligations under the Transfer of Undertakings (Protection of Employment) Regulations 2006; and

(iii) circa £1.3 million towards funding other acquisition opportunities.

If further acquisitions are not completed, the net proceeds of the placing are expected to be deployed towards other acquisitions, strengthening the balance sheet and/or for general working capital purposes.

Dividend

The Company will pay an interim dividend of 0.85 pence per share (2016: 0.80 pence) on 8 December 2017 to all shareholders on the register on 17 November 2017. The board is conscious of the importance of dividend flows to shareholders; the board has set a target for dividend cover of 2.5 times earnings in the longer term.

Board changes

The Company today announced that Mr. Graham Peacock, one of the participants in the subscription for new shares described above, has been appointed to the board with immediate effect as a non-executive director. Mr. Peacock has significant expertise in the transport services sector and was previously Chief Executive Officer and a substantial shareholder of MRH (GB) Limited, the UK's largest independent owner and operator of petrol stations in the UK.

The Directors welcome Mr. Peacock to the board and believe the experience he brings will be invaluable to the Company in executing its strategy of organic and acquisitive growth.

Furthermore, the Company today announced that Mr. Graham Spooner, an existing non- executive director of the Company, has been appointed to the post of Deputy Chairman with immediate effect.

Fuel hedging

Given the current uncertain direction of oil prices, the board has decided not to put in place any further fuel hedging, but to wait until the market uncertainty, which has been prevalent for some time, has been satisfactorily resolved.

In summary the Group has the following fuel hedges in place:

· For the remainder of 2017 about 63% of the fuel requirement is covered at an average price of about 95p a litre;

· For 2018 about 75% of the fuel requirement is covered at an average price of about 91p a litre;

· There are no fuel hedges yet in place beyond that date.

Financial review

The following comments on the Income Statement address the results before any exceptional items. Revenues increased by 4.5% when compared with the same period in 2016. I have explained the reasons for this increase above. Cost of Sales also rose by 3.7%; Gross Profits therefore rose in line and the gross profit margin increased slightly to 18.9% (2016: 18.2%). Administrative Expenses increased by 6% as a result of the growing size of the business and its workforce. Profit from Operations was therefore up 12% at £1.96 million (2016: £1.75 million). Net finance expense was very similar to the previous year. Profit before Taxation rose by 18% to £1.340 million (2016: £1.135 million). Note 3 to this statement sets out the analysis of the charges resulting from movements on the mark to market provision for fuel derivatives and the other exceptional items.

The weighted average number of shares in issue was increased by the 3,872,581 new shares issued in June 2016. Adjusted basic earnings per share, based on profits after tax and before exceptional items, were 2.58 pence per share (2016: 2.37 pence), an increase of 9%.

Basic earnings per share, including all exceptional items, were 1.79 pence per share in the period (2016: 1.78 pence). Exceptional items were up in 2017 as a result of the somewhat larger movement on the mark to market provision for fuel derivatives than in the comparative period.

The gross assets of the Group were £65.3 million at 31 May 2017, compared to £59.8 million at the same time in the previous year. This change reflects the acquisitions made over the past twelve months, investment in ticket machines and the vehicle fleet, and the consequent effect on working capital assets in terms of trade and other receivables. These factors have also had their effect on total liabilities, which have risen to £37.0 million at 31 May 2017 (2016: £35.2 million).

Trade and other payables have increased because of the larger size of the Group. The net loans and borrowings of the Group, including its obligations under hire purchase contracts, stood at £25.7 million at 31 May 2017 (31 May 2016: £25.8 million), as a result both of the acquisitions made and the investment in ticket machines and vehicles. An analysis of these borrowings is set out in Notes 5 and 6 to this statement. Loans and borrowings are all classified as current liabilities because the Group's banking facilities come up for renewal on 30 April 2018. A new package of banking facilities is currently under negotiation with the Group's bankers. Net assets were £28.2 million at the period end (31 May 2016: £24.6 million). The large positive movement in the mark to market provision on the fuel derivatives in the second half of 2016, combined with the share issue in that period and retained profits, account for this change.

Cash flows from operating activities were 14% up on the same period in the previous year. Net working capital also absorbed funds in the first half of the year, reflecting the increased size of the Group, though at a much lower level than in the previous year, when increased business activity, taken together with the acquisition of the OFJ business in the first half of 2016, placed heavy demands on working capital resources. Hire purchase interest paid was very similar to the previous year. Net cash flows from operating activities in 2017 were therefore much improved on the position seen for the same period in 2016. There were no acquisitions in the period. Investing activities in 2017 include the acquisition of the new ticket machines for the West Midlands business announced in April 2017 and some replacement of vehicles in the period, offset by a considerable number of vehicle sales. In 2016 the cash flows generated by investing activities were distorted by the sale of a surplus depot in Birmingham at the start of the accounting year.

In 2016 two interim dividends were paid in the period, as a result of the changes to the taxation of dividends, but only a conventional interim dividend in 2017. The capital element of payments on HP agreements rose somewhat to £1.85 million in the period (2016: £1.66 million). The net decrease in cash and cash equivalents was, at £0.8 million, much lower than the decrease of £1.9 million of the previous year. Much of the reason for the difference can be ascribed to the lower demands on working capital resources in the current period, as described above. The profitability and resultant cash flows of the Group are customarily weighted towards the second half of the year and this pattern can be expected to hold good for the second half of 2017.

Outlook

The Group has made good progress during the first half of the year. The 4.5% increase in revenues over that achieved in the same period of 2016, leading to the 18% increase in profit before taxation, before mark to market provision and other exceptional items, gives the Board confidence that the Group remains on course to meet market expectations for the financial year.

This confidence is underpinned by the contract wins announced earlier in the year which are expected to make a much more significant contribution to revenues in the second half of the year. The prospects for the full year will continue to support the Group's progressive dividend policy.

Looking beyond the current year, the Board remains confident that the Bus Services Act 2017 will provide more opportunities than challenges. Rotala has a proven track record of steady organic growth supplemented by sensibly priced acquisitions. The recent acquisition of Hansons conforms to this strategy and is expected to enhance future earnings, as will the proposed imminent acquisition in the Manchester area. This proposed acquisition is also expected to strengthen the Company's ability to capitalise on re-franchising opportunities arising from the Bus Services Act 2017.

There is currently no shortage of potential acquisition targets and the enhanced strength of our balance sheet and operational cash flow mean that we are well positioned to build on a strong performance in the current year.

John Gunn

Non-Executive Chairman

10 August 2017

Notes to the Unaudited Consolidated Interim Accounts for the six months ended 31 May 2017

1. Basis of preparation:

The unaudited condensed consolidated interim accounts have been prepared using the accounting policies set out in the group's 2016 statutory accounts.

The financial statements of the group for the full year are prepared in accordance with IFRS's as adopted by the European Union and these interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting".

2. Turnover:

Revenue represents sales to external customers excluding value added tax. All of the activities of the group are conducted in the United Kingdom within the operating segment of provision of bus services. Management monitors revenue across the following business streams: contracted services, commercial services and charter services.

3. Profit before taxation:

Profit before taxation includes the following:

4. Earnings per share:

Basic earnings per share have been calculated on the basis of profit after taxation and the weighted average number of shares in issue for the period of 42,193,246 (May 2016: 38,307,355; November 2016: 40,164,072). Diluted earnings per share have been calculated on the basis of profit after taxation and the weighted average number of shares in issue (including such potential issues as are dilutive) for the period of 42,253,839 (May 2016: 38,812,418; November 2016: 40,533,545).

Basic adjusted and diluted adjusted earnings per share before mark to market provisions and other exceptional items have been calculated using the same weighted average numbers of shares in issue, but on the basis of profits after tax and before any exceptional items. This is done in order to aid comparability between the accounting periods.

5. Loans and borrowings:

6. Obligations under hire purchase agreements:

7. Dividends:

On 8 December 2016 the company paid a first interim dividend of 0.80 pence per share in respect of the year ended 30 November 2016; a final dividend in respect of the year was paid on 28 June 2017 at a rate of 1.50 pence per share. All dividends are payable in cash only.

8. Additional information:

The unaudited Consolidated Interim Report was approved by the Board of Directors on 10 August 2017. The consolidated interim financial information for the six months ended 31 May 2017 and for the six months ended 31 May 2016 is unaudited. The financial information in this interim announcement does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The statutory accounts of Rotala Plc for the year ended 30 November 2016 have been reported on by the company's auditors and have been delivered to the Registrar of Companies. The report of the auditors on these accounts was unqualified and does not include a statement under section 496 of the Companies Act 2006.

9. Copies of this statement are available from the registered office of the company at Rotala Group Headquarters, Cross Quays Business Park, Hallbridge Way, Tividale, Oldbury, West Midlands, B69 3HW or the Company's website www.rotalaplc.com.