PRELIMINARY ANNOUNCEMENT

Goodwin PLC today announces its preliminary results for the year ended 30^th April, 2022.

CHAIRMANS STATEMENT

The "Trading" pre-tax profit for the Group for the twelve month period ended 30th April, 2022, was £17.2 million (2021: £16.5 million) an increase of 4% despite the Group having to contend with £3.8 million of additional energy costs versus the prior year.  The revenue was £144 million (2021: £131 million).

Trading profit for this purpose is defined as the Group pre-tax reported profit of £19.9 million less the impact of our £2.74 million interest rate swap valuation. The £2.74 million relates to the 30th April, 2022 valuation of our £30 million debt interest rate swap derivative that expires in August 2031 whereby we have fixed our interest rate for ten years at less than 1% for the full term.  In our view, this derivative is an effective hedge and should not go through the profit and loss account.  The Board's view was that it was highly probable that we would still have 25% gearing in ten years' time, having secured the interest rate swap to fix interest rates at less than 1% on £30 million debt for this period.  Our auditor was unconvinced that it could meet the highly probable criteria and that other requirements under IFRS9 for hedge accounting were not met.  The reason the Board considers the level of debt to be highly probable is due to the Board having a responsibility to invest in a responsible manner to grow the business for all the stakeholders.  The Board has, however, complied with the auditor's view and has shown the £2.74 million unrealised mark to market gain within the profit before taxation figure.  As the £2.74 million gain is a non-cash item, it has been excluded for dividend purposes.  The Directors propose an increased dividend of 107.80p (2021: 102.24p) per share.

Given that we believe turnover and profitability are projected to rise in future years, the level of dividend payments in line with the current policy is also set to rise.  In view of this, coupled with the significant capital expenditure needed to fund the Duvelco activity, the Directors are of the opinion that it will be of long-term benefit for the Group to ease pressures on the Group cash flows by paying the current and future dividends bi-annually.  It is proposed that dividend payments will be made in equal instalments on 7th October, 2022 and 12th April, 2023.

Refractory Engineering Division

The increase in Group profits achieved in the year having just ended can largely be attributed to the growing Refractory Engineering Division activity, whose year-on-year operating profits have grown a further 37% following the 40% growth that was achieved in the prior year.  The Division has continued to maximise its position with sales of jewellery casting consumable products (investment casting powder, waxes, natural and silicone rubbers) and to construction markets that have seen a surge in activity globally.

The Division has also benefited from strong demand for its newer products, AVD being Dupré Minerals' vermiculite-based solution for lithium-ion battery fires that is still in its product life cycle infancy, and has delivered in excess of 100% year-on-year growth, along with Castaldo rubber, which has achieved 45% year-on-year growth. 

The challenges faced by companies from the ongoing global supply chain and energy market disruption have been well reported in the news over the past year and the Refractory Division has acted dynamically to ensure cost increases are passed on to our customers to ensure the impact to our margin is minimised.  Whilst the success of the Division has been seen across all companies, special mention should be made of our jewellery investment casting powder companies in China and in India having generated record profits in the year, even though the domestic market in China is still depressed due to the prolonged lockdowns and travel restrictions.

Mechanical Engineering Division

Whilst not always being outwardly visible, the Mechanical Engineering Division has had a very difficult seven years.  Over this period the product offerings pretty much across all the companies have had to evolve to the changing conditions in the markets from which the companies generate their turnover and gross margin.

The fact that the companies within the Division have managed to evolve is a credit to them and their management teams.  Contending with huge energy and commodity increases within the year has not been straightforward.  The metal pricing volatility has been extreme at its highs with nickel trebling in price and iron more than doubling in price at times.  As a matter of course, our long term contracts have variation clauses to adjust for annual inflationary costs.  However, the volatility of metals and energy costs has been so extreme that these clauses have proved to be totally ineffective.  Therefore, across the board every contract where this could have posed significant issues has been successfully re-negotiated with our customers.  If we were not a high quality, critical supplier to our customers, then this could have been more problematic, but that is not the case.

Despite the decline of the workload in our traditional markets over the prior years associated with the demise of our product sales to the non green oil and coal sectors, our re-aligned business offerings are more in demand than they ever have been, which is seen by the growing workload that customers are booking up to be delivered now years in advance.  With the confidence of a solid and growing forward order book the tide has turned; all things being equal, the next few years should see the Mechanical Engineering Division returning to its former glory with even higher levels of turnover than at the peak of the oil and gas industry in 2014.

Notably within the year, expanding on the nuclear decommissioning front, Goodwin International Limited has successfully tendered and been awarded 50% of the initial phase of the multi year multi million pound Sellafield Hybrid 2, 63 Can Racks as reported on the OJEU website in October last year.  Gaining initial process and documentation approvals to proceed with manufacture will take time, but once ramped up, the initial production rate will be 20 racks per year, with 80 racks currently committed.  Our customer has the option within the contract to make further commitment(s) of up to an additional 160 racks, as well as increasing the demand to 40 racks per year.

It is also pleasing to report that in addition to Goodwin Steel Castings Limited having completed its transition away from a reliance on the oil and gas market, the company has also managed to successfully settle the two commercial disputes that were referenced in my Chairman's Statement of year ending 30th April, 2020.  Part of the settlement is reflected in these results, with the balance being realised in the current financial year.

On top of its base load, with the excellent work done at getting on to new programmes, Goodwin Steel Castings Limited will build on its workload and expect to finish the current year with forward order levels in excess of the levels the Group experienced when it was really busy a decade ago.  However, it will not be for oil and coal industries as it was previously; it will be for nuclear decommissioning; or nuclear power station castings; or surface ship and aircraft carrier castings as well as submarine hull castings.

With these successes, and the hard work and perseverance of the Group in achieving a positive conclusion to prior years' contractual claims we have been pursuing; the successful re-negotiation of multiple contracts for unforeseeable energy and raw materials pricing volatility whilst at the same time growing, it has resulted in an excellent Group workload of £175 million as at the time of writing.  It is pleasing to report that the bulk of the increased workload relates to contracts to supply products that the Group has successfully and consistently delivered before, and is a workload figure that is likely to grow over the coming years even with the knowledge that the Group is likely to achieve record activity levels within this current year.

What is not visible yet in the workload figure is an appropriate workload for Easat Radar Systems Limited.  Once up to speed (which still may be another year away) the Board and I believe there will be a workload for Easat, the likes of which readers of their accounts for the past thirty years have never seen.  Easat order input has been hampered by lack of cash generation at civilian airports globally, and military airports being starved of cash as a result of Covid-19 over the past two years hampering their purchasing decisions.  However, it would appear that the radar market is starting to wake up again.  We have considerably more firm buy quotations due for decision in the next six months, and, in order to give a flavour of what we are seeing, in the week following the latest ATM Madrid exhibition in June 2022, an additional £47 million of firm buy radar systems were quoted.

Energy

As initially reported in our 31st October, 2021 Interim Statement, over the course of the year the most significant headwind that the Group has faced has been the increased energy costs.  Nonetheless, the Group managed to deliver the more than respectable profits reported above, after having incurred a total of £3.8 million of additional energy costs due to price increases versus the year ended 30th April, 2021.  Goodwin Steel Castings Limited and Hoben International Limited were the most affected due to their energy intensive operations, melting metal and high temperature treatment of refractories.  However, now armed with a multitude of short and long-term hedges in place the Group is set to deliver substantially higher profitability in the current year, partly as a result of not having to absorb the price volatility of the energy markets that have been seen over the past twelve months, irrespective of the improving performance.

Green Investments

We recognise the importance of adopting a strategy to transition to lower carbon manufacturing.  We have put in place a separate £10 million finance line to fund a range of 'green' investments which were approved at the beginning of the financial year ended 30th April, 2022.  A total of 4.8 MWp of solar panels have been installed and commissioned as at the time of writing.  Each individual system has been designed specifically to match the power demand at each facility, subject to available roof space.  The payback of each system varies dependent on the size and roof configuration and all were between three and six years; however, that payback was calculated prior to energy costs more than doubling, so at current market prices the payback time has halved from the original plan, with all the solar systems having an insurance backed 20 year minimum lifespan.  There are other solar projects and plant control modification projects that, subject to us obtaining the agreement from the Electricity Supplier ( District Network Operator ), for the former we expect to bring on line over the next two years.  This will provide a further 7.8 MWp of green electricity generation and so further reduce our consumption.  Over the course of the year a total of £8.2 million has been invested in green projects.

We are also looking at schemes that would reduce our carbon footprint in instances where we cannot reduce or eliminate CO₂ production without ceasing the operation in its entirety.  Typically this is where we utilise natural gas in a process, and it is not economically viable or possible to change the process.  I look forward to updating you further on this in twelve months' time. 

Capital expenditure / cash flow

With the Group's intrinsically strong cash flows, the Group's net debt stands in line with the Board's expectations at £29.8 million as at 30th April, 2022, which is a £2 million improvement since the half year despite having proceeded with our substantial investment programme.  As mentioned earlier we are making full use of the ten year duration £30 million interest swap that was executed at the height of Covid-19 in light of our planned activities, whereby the SONIA interest chargeable to the Company is capped at less than 1% on £30 million of borrowings.

The headline investments that the Board has authorised and the Group has been getting on with are four fold, and whilst these activities all commenced in year ended 30th April, 2022, due to the timescales the latter three are still in the course of construction.

Firstly nearly £10 million relates to green investments, with the majority being spent on CO₂ offsetting projects.

Secondly, due to the outstanding performance of the Refractory Engineering Division in growing sales by winning market share so impressively, for both capacity and business continuity requirements, as we are running dangerously close to full capacity, authorisation has been given to spend £4.5 million installing a second calciner at Hoben International Limited, as without it, we would have two problems.  We would be limiting the Refractory Division the opportunity to grow further investment powder sales, and in the eventuality of a breakdown we would struggle to ever catch up with the demand again, and would lose market share to competitors who could deliver product to keep our customers operational.  This was why the Board deemed this a necessary investment as it is underpinning substantial Group profitability.

Thirdly, for Goodwin Steel Castings Limited, despite allocating a significant amount of Group capital expenditure on infrastructure there in recent years, to enable the foundry to deliver what will be required of the foundry, there have been additional planning applications approved and work commenced on additional casting pit space which will allow further increased activity.  Such modifications would likely be impossible to carry out in a couple of years' time with the envisaged activity levels there.

Finally for Duvelco Limited, part of the Mechanical Engineering Division, which was incorporated in January 2020.  Over the Company's 139 years existence to date, as well as designing or buying bolt on complimentary products and companies, it has occasionally branched out into totally new product lines whilst utilising skill-sets within the organisation.  After working on this idea for some time, Duvelco Limited was set up as a business to channel the Company's ambition to become a specialist polymer manufacturer, one that we hope will truly excel over the coming decades.  We will manufacture high performance polyimide polymer resins that can be moulded into parts and shapes for high temperature and critical applications that very few polymers can be used for.

With the development work that was done before and since the incorporation of Duvelco Limited, utilising a bespoke pilot scale plant the team designed, we have developed the product and a process that will allow us to deliver a higher performing directly comparable polyimide polymer than the market leader.  With an annual addressable, and growing, market size bigger than any product that the Group has supplied to before, the Board believes that, with limited existing market competition, a very high technology barrier, coupled with the fact we have a patent pending process that gives us markedly better high temperature performance than anybody else for directly comparable chemistry product, this should hopefully give Duvelco Limited, as a market invader, good prospects of long term success, so that one day it should be a major contributor to Group profitability.

The initial, custom designed and bespoke plant the Group is building should be coming into operation in the first half of the calendar year 2024, after which we will start growing the sales internationally as we have done with our other products over the years.  Our initial investment inclusive of R&D costs and working capital for materials is forecast to come in at £12.5 million; from this we would have an initial annual capacity in excess of £40 million of material.  The reason I have elaborated about this is because costs are being incurred now, and it will be a long time until the plant will be in commission.  With the effort being put into this by the Group, it should deliver a new niche market, high technology product to the Group with a long life cycle ahead of it, thus providing the Group with long-term benefit, which the Board believes is in the best interest of all stakeholders.

For both Hoben International Limited and Duvelco Limited, most supplier purchase orders were placed in Q3 Financial Year 2022, giving suppliers large down payments to have fixed price contracts.  If the start of placing orders for either project had been delayed by several months the prices would have been significantly more with labour and materials increasing, as we ourselves have experienced and have had to mitigate and manage.  The Board estimates that by getting on with the projects and contracting when we did, the saving versus starting either project today is in excess of 25%. 

As contracts within the Mechanical Engineering Division become larger and span longer periods, the engineering companies are being targeted to ensure contracts incorporate down payments / stage payments to allow their execution with as neutral overall cash flow status as can be obtained over the life of a contract, so that work in progress does not consume a disproportionate amount of cash as we get busier.

With the profitability, positive outlook and strong understanding of the various subsidiaries' cash flows the Board believes it is appropriate to continue to follow the Group's investment plans and pay the proposed dividend that is in line with the dividend policy with 50% being paid on 7th October, 2022 and 50% on 12th April, 2023.

We are once again extremely grateful to our UK and overseas Directors, managers and employees for their hard work in driving forward the performance of the Group, which will likely improve again in the new financial year with the strong foundations that have been put in place in many areas around the Group.

3^rd August 2022

T.J.W Goodwin

Chairman

Alternative performance measures mentioned above are defined in Note 6.

OBJECTIVES, STRATEGY AND BUSINESS MODEL

The Group's main OBJECTIVE is to have a sustainable long-term engineering based business with good potential for profitable growth while providing a fair return to our shareholders.

The Board's STRATEGY to achieve this is:

·    to supply a range of technically advanced products to growth markets in the Mechanical Engineering and Refractory Engineering segments in which we have built up a global reputation for engineering excellence, quality, efficiency, reliability, competitive price and delivery;

·    to manufacture advanced technical products profitably, efficiently and economically;

·    to maintain an ongoing programme of investment in plant, facilities, sales and marketing, research and development with a view to increasing efficiency, reducing costs, increasing performance, delivering better products for our customers, expanding our global customer base and keeping us at the forefront of technology within our markets, whilst at all times taking appropriate steps to ensure the health and safety of our employees and customers;

·    to control our working capital and investment programme to ensure a safe level of gearing;

·    to maintain a strong capital base to retain investor, customer, creditor and market confidence and so help sustain future development of the business;

·    to support a local presence and a local workforce in order to stay close to our customers;

·    to invest in training and development of skills for the Group's future;

·    to manage the environmental and social impacts of our business to support its long-term sustainability.

BUSINESS MODEL

The Group's focus is on manufacturing within two sectors, Mechanical Engineering and Refractory Engineering, and through this division of our manufacturing activities, our overseas business facilities and our global sales and marketing activities, the Group benefits from market diversity. Further details of our business and products are shown on our website www.goodwin.co.uk

Mechanical Engineering

The Group specialises in supplying precision engineered solutions and industrial goods into critical applications, generally on a project basis, more often than not involving the complementary skill set of other group companies to deliver the requirement.  The projects normally involve international procurement, high integrity castings, forgings or wrought high alloy steels, carbon fibre composite structures, precision CNC machining, complex welding and fabrication, and other operations as are required. In addition to specialist projects, the Group manufactures and sells a wide range of dual plate check valves, axial nozzle check valves and axial piston control and isolation valves.  These solutions and products typically form part of large construction projects, including the construction of naval vessels, nuclear waste treatment, nuclear power generation, liquefied natural gas (LNG), gas, oil, petrochemical, mining, and water markets.

We generate value by creating leading edge technology designs, globally sourcing the best quality raw material at good prices, manufacturing in highly efficient facilities using up to date technology to provide very reliable products to the required specification, at competitive prices and with timely deliveries.

The Group through its foundry, Goodwin Steel Castings Limited, has the capability to pour high performance alloy castings up to 35 tonnes, radiograph and also finish CNC machine and fabricate them at the foundry's sister company, Goodwin International Limited.  This capability is targeting the defence industry and nuclear decommissioning, the oil and gas industry, as well as large, global projects requiring high integrity machined castings.

Goodwin International Limited, the largest company in the Mechanical Engineering Division, not only designs and manufactures dual plate check valves, axial nozzle check valves and axial piston control and isolation valves but also undertakes specialised CNC machining and fabrication work for nuclear decommissioning projects. Goodwin International Limited also has a division that is focused on manufacturing / machining high precision, high integrity components for naval marine vessels. Noreva GmbH also designs, manufactures and sells axial nozzle check valves.  Both Goodwin International  Limited and Noreva GmbH purchase the majority of the value of their sand mould castings from Goodwin Steel Castings Limited for their ranges of check valves and this vertical integration gives rise to competitive benefits, increased efficiencies and timely deliveries.

At Goodwin Pumps India Private Limited we manufacture a superior range of submersible slurry pumps for end users in India, Brazil, Australia and Africa. Easat Radar Systems Limited and its subsidiary, NRPL Aero Oy, design and build bespoke high-performance radar surveillance systems for the global market of major defence contractors, civil aviation authorities and coastal border security agencies.  Easat has a sister company, Easat Radar Systems India Private Limited, that also manufactures, sells and maintains radar systems for air traffic control.  We create value on these by innovative design, assembly and testing in our own facilities using bought in or engineered in-house components.

Refractory Engineering

Within the Refractory Engineering Division, Goodwin Refractory Services Limited (GRS) generates value primarily from designing, manufacturing and selling investment casting powders, injection moulding rubbers and waxes to the jewellery casting industry.  GRS also manufactures and sells these products to the tyre mould and aerospace industries.  The Refractory Engineering Division has five other investment powder manufacturing companies located in China, India and Thailand which sell the casting powders directly and through distributors to the jewellery casting industry and also directly to tyre mould and aerospace industries.