ROL.L Regulatory News (ROL)

10 August 2015

Rotala plc

("Rotala" or "the company")

Unaudited Interim Results for the six months to 31 May 2015

Highlights

· Profit before taxation (before exceptional items) up 6% to £1.045 million (2014: £0.99 million) on revenues lower by 6%

· Interim dividend increased by 11.5% to 0.725p per share (2014: 0.65p)

· Acquisitions of Green Triangle Buses Limited and Wings business

· Fuel hedging extended to 96% of requirement in 2016 and 90% in 2017 at 101p and 95p per litre respectively

· Group well positioned for franchising opportunities under new Bus Bill

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Chairman's Statement

I am pleased to be able to present this interim report to shareholders in respect of the six months ended 31 May 2015. The company has continued to make good progress in the first half of 2015. We were able to make one acquisition in the period and another immediately after the period end. The positive longer-term effects of these acquisitions is discussed in more detail below. The Bus Bill announced by the Government as part of its new legislative agenda also looks to me to bring significant opportunities to the company which I set out later in this statement. 

Results

In my statement covering the full year results for 2014 I remarked that we were determined to focus on profitable turnover rather than turnover regardless of margin. We have adhered rigorously to this objective in the first half of 2015. Thus, whilst overall revenues for the first half of the current year fell by 6% when compared to the same period in 2014, operating margins rose from 17.1% to 18.2% and pre-tax profits before exceptional items increased by 6%.

· Contracted Services

Revenues in Contracted Services fell overall by 19% compared to the first half of 2014 to £8.1 million (2014: £10.01 million). The principal reasons for this fall are those which I set out in my statement accompanying the 2014 full year results. First, late in 2014, the contracted services operated on behalf of the University of the West of England ("UWE") were, by mutual consent, converted into commercial bus services. Secondly, during the first half of 2015, the contract with British Airways, which the group had held for more than ten years, came to an end. The falls in revenues from these two events were to some degree mitigated by increases in contractual revenues elsewhere in the group. In Preston we enjoyed the full benefit of the new school and college contracts which we had won during 2014. Furthermore in the South West we were able to gain some short term local authority contracts which made a meaningful contribution. Green Triangle Buses Limited ("GTB"), after its acquisition on 28 February 2015, also made a small initial contribution in this area. Nevertheless it is evident that Contracted Services are a decreasing proportion of group revenues, in accordance with our strategic plans. In the first half of 2015 Contracted Services comprised 33% of revenues, compared to 38% in the same period of 2014. We do not expect this trend to change since our policy is to focus our energies on developing Commercial Services revenues which we can better control.

· Commercial Services

Revenues in Commercial Services, compared to the first half of 2014, rose by 8% to £15.9 million (2014: £14.7 million). The growing importance of Commercial Services revenues to the group is reflected in the increasing proportion that these revenues represent of group revenues, in this period comprising 64% of total revenues compared to only 56% in 2014. The principal driver of the increase in Commercial Services revenues was the change in UWE services from a contracted to a commercial basis as I have already described above. In addition to this the changes made this year and last by Centro (the West Midlands Integrated Transport Authority) to the coverage and accessibility of their Swift card have certainly already had a positive impact. Revenues from Centro network cards have shown renewed growth following these changes, after a period of some stagnation. We expect this positive effect to be maintained as bus users take advantage of the greatly increased flexibility and choice which is inherent in these cards. GTB also made a useful revenue contribution in this area of our business in the first quarter of its ownership. Elsewhere in the group commercial bus revenues were roughly the same as in the previous year.

· Charter Services

Revenues in Charter Services fell by 49% compared to the previous year to £0.7 million (2014: £1.37 million). This fall in revenues was solely due to the loss of the British Airways contract, as outlined above. Underlying private coach hire revenues were very similar to those of the previous year. These revenues will be bolstered by one of the acquisitions we have recently made, as described later on in this statement.

Acquisitions

The acquisition of GTB at the end of February 2015 was a significant step for the group. GTB operates some 40 vehicles from a long leasehold depot in Atherton, Manchester and employs about 100 staff. The depot is well placed within the local transport network and capable of handling the expansion needs envisaged for GTB at the current time. This acquisition enhances the group's penetration of the Lancashire market and gives it access for the first time to the Greater Manchester area which falls under the remit of Transport for Greater Manchester ("TfGM"). Operationally GTB (which will be renamed Diamond Bus (North West) Limited in due course) will be part of the North West division of Rotala. The consideration for the deal was £815,000 in cash. At the date of acquisition GTB had net assets of £368,000. On this basis the acquisition generated about £562,000 of goodwill as set out in note 7 to this statement. In the year ended 31st August 2014, GTB had revenues of about £4.0 million. Since acquisition we have already been successful in enhancing these revenues significantly with new contract awards from TfGM.

Immediately after the period end, on 1 June 2015, we made a further acquisition in purchasing a luxury coach business from a private operator. This business, which uses the brand name of "Wings", is a well-established provider of luxury coach services in the London area with an excellent business reputation and annualised revenues of about £1.7 million. It uses a 17 strong fleet of highly-specified vehicles. These, with key operating management and about 20 staff, transferred to our existing depot at Heathrow Airport. Following the end of the long-standing contract with British Airways, there was ample capacity at the depot to absorb the Wings fleet and personnel. The business operates largely in the private hire market but there are in addition some services operated under contract. The consideration was £1.5 million in cash. The vehicle fleet acquired has a fair value of £1.1 million so the transaction generated about £0.4 million of positive goodwill.

These acquisitions will ensure that group turnover will rise in the second half of the year.

The Bus Bill and Franchising

When after the General Election it published its legislative agenda for the coming year the new Conservative government included a Bus Bill which will cover the re-franchising of bus networks in major cities. The one conurbation in which the greatest progress has so far been seen is that of Greater Manchester, in which we recently made a strategic investment by our acquisition of GTB. We believe that this entry point into the Manchester market leaves us well placed to participate in any bids for franchised contracts that may result from the Government's new proposals. Similar plans are being made for both Birmingham and Bristol. In both of these areas we are the clear number two bus operator and so will be very well positioned to participate in the operation of any franchising arrangements which may be put in place there. The re-franchising proposals for Birmingham and Bristol are of course at an early stage of development at the current time and might well take a number of years to put in place. But the political will to achieve this objective at both local and central government level does appear to exist. Such developments can only be of great benefit to the Rotala group.

Fuel

The cost of diesel fuel remains a significant factor in the business. The board's stated policy is to create certainty over the group's fuel costs by hedging the total fuel requirement, whenever it seems prudent to do so. The board's view is that hedging the fuel requirement is a prudent and conservative approach which reduces the volatility of underlying earnings and cash flows whilst also giving certainty to business planning and financial forecasts.

For 2015 hedges at about 108p a litre were already in place for almost all the fuel requirement of the year, so that the fall in fuel prices in the latter part of 2014 has had little or no impact. For 2016 and 2017, taking account of the recent acquisitions outlined above, the group has a fuel usage requirement of about 10.3 million litres per annum. The company has now hedged about 96% of its fuel requirement for 2016 at an average price of just under 101p a litre and 90% of its fuel requirement for 2017 at an average price of just over 95p a litre.

The board will continue to monitor market conditions closely and take out such further fuel hedges as it deems are appropriate to meet its objective of reducing volatility and creating business certainty.

Dividend

The company will pay an interim dividend of 0.725 pence per share (2014: 0.65 pence) on 8 December 2015 to all shareholders on the register on 23 October 2015. 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.

Financial review

These comments on the Income Statement address the results before any exceptional items. Revenues declined by 6% when compared with the same period in 2014. I have explained the reasons for this slight reduction in revenues above. Cost of Sales fell by 7% and so Gross Profits rose a little compared to the previous period. Administrative Expenses showed some increase and so Profit from Operations fell back by 2% over that achieved in 2014. However net finance expense fell by 15% and so Profit before Taxation rose by 6% to £1.045 million (2014: £0.990 million). The movements on the mark to market provision for fuel derivatives and other exceptional items are set out in note 3 to this statement.

The weighted average number of shares in issue has risen by 9% as a result of the conversion of loan stock to ordinary shares. This is a key reason why basic earnings per share, including exceptional items, were 1.86 pence per share in the period (2014: 2.27 pence). In the first half of 2014 there were also no exceptional items and earnings per share for the two periods are thus not readily comparable. Therefore adjusted earnings per share figures based on profits after tax and before exceptional items have been shown. On this basis, basic earnings per share were 2.19 pence per share (2014: 2.27 pence) and diluted earnings per share 2.17 pence (2014: 2.19 pence).

The gross assets of the group stood at £53.3 million at 31 May 2015, compared to £52.3 million in the previous year. The principal reason for the change is the acquisition of GTB. The loans and borrowings of the group, including its obligations under hire purchase contracts, stood at £21.3 million at 31 May 2015 (31 May 2014: £21.0 million). A revised and enhanced suite of banking facilities was entered into with our principal bankers, RBS/Natwest, in October 2014. The acquisition of GTB and the further investment in it were financed through these facilities, as was that of Wings immediately after the period end. Finance for the share buy-back programme was also provided by the same facility. Hire purchase debt meanwhile continued to decline. A detailed analysis of these borrowings is set out in Notes 5 and 6 to this statement. Net assets reached £25.7 million at the period end (31 May 2014: £24.2 million), equivalent to 67 pence per share.

Cash flows from operating activities were a little down on the comparative period primarily because of exceptional items or other distinct events like sale of vehicles and pension contributions. Working capital also absorbed funds in the first half of the year; these flows are anticipated to reverse by the year end. Hire purchase interest paid continued to fall. Investing activities include the acquisition of GTB and substantial investment in replacement vehicles in the period. We also took the opportunity to acquire a freehold property adjacent to our Preston depot for £250,000. Furthermore own shares to the value of £672,000 were purchased in the first half of 2015. There was no such outflow in the first half of 2014. With the acquisition of GTB we inherited a bank overdraft of £303,000. This overdraft was repaid as part of the acquisition agreement. The acquisition of GTB, of the Preston property and the share buy-back programme were all financed by drawings on the existing banking facilities of the group. The capital element of payments on HP agreements was much the same as in the comparative period. After dividend and interest payments the net cash increase in the period was £325,000. The closing figure for cash and cash equivalents at the end of the period was therefore an asset of £216,000 (at 30 November 2014 a borrowing of £109,000).

Outlook

The group has a strong balance sheet and substantial unused financing facilities. Our aim is to use these assets to continue to make acquisitions similar to the two, GTB and Wings, which we have made so far this year. Our objective is, by this route, to increase the size of the group considerably over the next few years. GTB and Wings will not make a significant contribution to earnings in 2015, but, once bedded in, will be healthy contributors to group profits in future years. There are many more available targets like these.

At the same time a key operating cost, fuel, has fallen significantly in price in the last year. Whether this is temporary or otherwise is not for me to say but we have been presented with the opportunity to fix fuel costs at this lower level for a number of years ahead. We already have a programme of hedges in place until the end of 2017. The board intends to continue to extend its fuel hedges whenever this is possible beyond that date, in order to create certainty over a key cost and remove a significant uncertainty in the group's budgets and forecasts.

The new government's Bus Bill also opens out exciting new possibilities for the group in the longer term. These proposals, if brought to fruition in all the conurbations in which we are already strategically well positioned, will enable us to increase our market shares significantly. These steps must materially enhance the prospects of the group in a thoroughly beneficial manner.

All these encouraging developments make us confident about the performance of the group's existing business and excited about the possibility of expanding it considerably in the years ahead.

John Gunn

Non-Executive Chairman

10 August 2015

Notes to the Unaudited Consolidated Interim Accounts for the six months ended 31 May 2015

1. Basis of preparation:

The unaudited condensed consolidated interim accounts have been prepared using the accounting policies set out in the group's 2014 statutory accounts.

The comparatives for the 6 months ended 31 May 2014 have been restated to reflect the adoption of IAS 19 Employee Benefits, as set out in note 2 to the 2014 statutory accounts. The restatement had no effect on total comprehensive income or net assets, but concerned only the reclassification of pension expense items within profit for the period and other comprehensive income.

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 38,371,270 (May 2014: 35,270,888; November 2014: 35,659,541). Diluted earnings per share have been calculated on the basis of profit after taxation (adjusted where necessary for the effect of convertible loan stock interest) and the weighted average number of shares in issue (including such potential issues as are dilutive) for the period of 38,728,675 (May 2014: 40,678,071; November 2014: 37,252,815).

Basic adjusted and diluted adjusted earnings per share 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. Acquisition:

On 28 February 2015 the company acquired Green Triangle Buses Limited ("GTB") for a cash consideration of some £815,000. At completion the company also paid approximately £303,000 to GTB's bankers to settle the outstanding overdraft. The provisional book value and fair values of the assets acquired are set out below.

The fair value adjustment relates to the long leasehold property acquired. The values of assets recognised on acquisition are their estimated fair values. The buildings were valued by professional valuers on an existing use basis. The acquisition expenses incurred by the group have been expensed in the Consolidated Income Statement in Administrative Expenses.

8. Dividends:

On 8 December 2014 the company paid an interim dividend of 0.65 pence per share in respect of the year ended 30 November 2014 and a final dividend in respect of the same accounting year on 26 June 2015 at a rate of 1.20 pence per share. All dividends are payable in cash only.

9. Additional information:

The unaudited Consolidated Interim Report was approved by the Board of Directors on 10 August 2015. The consolidated interim financial information for the six months ended 31 May 2015 and for the six months ended 31 May 2014 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 2014 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.

10. Copies of this statement are available from the registered office of the company at Beacon House, Long Acre, Birmingham, B7 5JJ or the Company's website www.rotalaplc.com.