Source - LSE Regulatory
RNS Number : 8836T
RA International Group PLC
30 March 2021
 

This announcement contains inside information

 

RA INTERNATIONAL GROUP PLC

("RA International" or the "Company")

 

Results for the year ended 31 December 2020

 

Order book approaching USD 200m and increased dividend

 

RA International Group plc (AIM: RAI) a specialist provider of complex and integrated remote site services to Humanitarian, Governmental and Commercial organisations globally, is pleased to announce its results for the year ended 31 December 2020.

 

HIGHLIGHTS

 

·     Order book of USD 187m at year end (2019: USD 141m), with USD 110m of new contracts, contract uplifts and extensions awarded during a year of continued contract momentum despite COVID-19 related challenges.

 

·     Integrated Facilities Management ("IFM") continued to demonstrate resilience through COVID-19 disruption, with revenue of USD 15.4m for H2 2020 (H2 2019: USD 15.3m). IFM represents USD 116m or 62% of year end order book (2019: USD 81m or 57%).

 

·     Full year revenue of USD 64.4m (2019: USD 69.1m), reflects year on year growth in IFM and Supply Chain Services revenue, offset by lower Construction revenue relating to the deferral of certain construction projects resulting from COVID-19. 

 

·     Strong profitability maintained, with Underlying EBITDA1 margin of 22.0% (2019: 23.5%) and Underlying Operating Profit2 margin of 16.1% (2019: 19.9%).

 

·     Robust liquidity with net cash of USD 11.2m as at 31 December 2020 (2019: USD 21.4m), following USD 24.5m capex investment primarily to establish and expand remote camp facilities in Mozambique and East Africa.

 

·     Proposed full year dividend of 1.35p per share, an 8% increase on the prior year dividend (2019: 1.25p per share) and equivalent to a 21% increase on a USD basis, given strengthened sterling over the period.

 

·     Generated USD 21.1m in operating cashflows (2019: USD 8.7m), driven by strong receivable collections and strong cash profitability with Underlying EBITDA of USD 14.2m (2019: USD 16.3m).

 

 

 

 

2020

2019

 

 

 

USD'm (except per share)

USD'm (except per share)

 

 

 

 

 

 

Revenue

 

64.4

69.1

 

Underlying EBITDA

 

14.2

16.3

 

Underlying operating profit ("UOP")

 

10.4

13.7

 

Operating profit

 

7.3

13.6

 

 

 

 

 

 

Order book

 

187

141

 

Proposed dividend per share (pence)

 

1.35

1.25

 

Net cash (end of period) 3

 

11.2

21.4

 

 

 

Commenting on the 2020 results and outlook, Soraya Narfeldt, CEO of RA International, said:

 

"The last few days have been challenging for everyone connected with RA as we have responded to the hostile activity in Cabo Delgado, Mozambique where RA has been operational for the last few years. In these circumstances, this is a somewhat complex trading update to provide. On the one hand, we are more confident than ever about the long-term outlook for our business, and this is reflected in the Board's decision to increase our recommended dividend payment to 1.35p per share. Our order book and cash profile underpin this confidence and the last 12 months have highlighted the strengths of our business, including notably the value of our longer-term and higher margin IFM contracts.

 

This confidence needs to be tempered for the current financial year given the prevailing external conditions with the situation in Mozambique uncertain and, more generally, COVID-19 continuing to determine customers' ability to commence new projects. Prior to the events of the last week, we were expecting to see a stronger second half performance in 2021, as large, contracted projects commenced. Revenue from the deployment of our camp in Mozambique was a material component of this phasing and as we highlighted in our announcement yesterday, our current expectation is there will be delays to the commencement of our Mozambique project which may lead to USD 10 million of revenue being deferred to later financial periods. It may be that this ends up being an overly conservative view, but it is the prudent view to provide to our shareholders at this time.

 

Shareholders should also be aware that the level of business development activity we are involved in is particularly strong with encouraging new bid activity on contracts ranging from USD 10 million to USD 50 million in value. We have developed and expanded new relationships with large US corporations, setting up partnerships and teaming agreements for new projects in relation to existing global government programmes. Our recent teaming partner announcement with Cherokee Nation is a great example of this and we continue to pursue more contracts together. We are also now bidding on global UK government programmes as a prime contractor. These programmes run for 3 to 5 years, providing RA a pool of future potential work on long term contracts. Our new bids to existing clients see RA having the opportunity to expand our geographical footprint to a potential 5 new countries in 2021/22. This is an unprecedented level of new business activity relating to high value contracts.

 

We also expect heightened levels of project starts by existing and new clients as commercial activity returns to normal. Depending on timing, this could materially strengthen our financial position in the current financial year but, in any event, we expect the anticipated acceleration in activity during the course of this year will bridge to an even stronger performance in 2022."

 

 

Notes to Highlights:

 

1 Underlying EBITDA is calculated by adding depreciation, non-underlying items and share based payment expense to operating profit.

2 Underlying operating profit is calculated by adding non-underlying items to operating profit.

3 Net cash represents cash less overdraft balances, term loans and notes outstanding.

 

Enquiries:

 

RA International Group PLC

Soraya Narfeldt, Chief Executive Officer

Lars Narfeldt, Chief Operating Officer

Andrew Bolter, Chief Financial Officer

 

Via Bamburgh Capital

Canaccord Genuity Limited (Nominated Adviser and Broker)

Bobbie Hilliam

Alex Aylen

 

+44 (0) 207 523 8000

Bamburgh Capital Limited (Investor Relations & Media)

Murdo Montgomery

 

+44 (0) 191 249 7442

investors@raints.com

 

Background to the Company

 

RA International is a leading provider of services to remote locations. The Company offers its services through three channels: construction, integrated facilities management and supply chain, and services three main client groups: humanitarian and aid agencies, governments and commercial customers, predominantly in the oil and gas and mining sectors. It has a strong customer base, largely comprising UN agencies, western governments and global corporations.

 

The Company provides comprehensive, flexible, mission critical support to its clients enabling them to focus on the delivery of their respective businesses and services. Focusing on integrity and values alongside making on-going investment in its people, locations and operations has over time created a reliable and trusted brand within its sector.

 

CHAIR'S STATEMENT

 

2020 was dominated by the rapid adjustments which had to be made in the wake of the unprecedented health emergency and world-wide response that unfolded during the course of the year. Whilst we are used to dealing with crisis situations, the response of our colleagues has been truly remarkable throughout this period as they have concurrently dealt with the personal adversity that continues to affect families and communities. On behalf of the Board, it is fitting that I start this report by paying tribute to their exemplary professionalism, dedication and commitment during these challenging times. Thank you.

 

Whilst the impact of COVID-19 was a constant during most of the year and has tested all businesses, I believe it has highlighted the strengths and resilience of RA. Our relentless focus on our customers and on anticipating and responding to their changing needs is at the heart of our strategy. This approach has created a business that is built on strong foundations, has transformed in scale and opportunity since IPO and has a clear roadmap ahead for sustained profitable growth. RA has been building on this position over the last 17 years - I believe the potential of this business is only starting to be realised and the best part of the RA journey lies ahead.

 

Financial performance and strategic execution

 

Our financial performance highlights the durability of the business model. From a revenue perspective, we have seen growth year on year in our IFM and Supply Chain channels. Construction activity was most affected by COVID-19, however, the Group maintained robust profitability despite the resultant contraction in revenue.

 

In 2020, we have continued to focus on strengthening our business and invested in future growth, most notably our investment to build an 1,800-person camp in a strategically important location in Northern Mozambique. In spite of the ongoing instability in the region, we remain confident that by virtue of the considerable multinational commercial investment and the significance to both Mozambique and the international community, the project will come into fruition. This is a very significant project for RA. We built up capability in the country over a number of years which allowed us to secure the USD 60m contract we announced in August 2020. This is a great example of how our measured, research-led approach, combined with our ability to anticipate customer requirements and to demonstrate local understanding and capability, sets us apart.

 

The business has been transformed since RA's IPO in 2018. We came to market with a business concentrated in supporting humanitarian agencies in Somalia. The opportunity ahead was to diversify the business, expand into new geographies and broaden our customer mix to government and commercial clients, secure larger contracts and maintain profitability, particularly by growing our IFM contract base. With these results and with the composition of our record order book of USD 187m, we have delivered on the commitments made at IPO. Progress has not been linear but progress is clear and is testament to the hard work and dedication of RA's committed employees. The customer-led growth strategy is working and we have even more opportunity ahead, with the growth of our order-book establishing a stronger financial baseline year on year. 

 

In terms of managing the impact of COVID-19 on RA, we have provided comprehensive reviews of our response in previous market communications, most recently our 2020 interim results announcement on 8 September 2020 and provided an update in our current trading announcement on 15 December 2020.

 

As a Board, we continue to monitor the situation closely. COVID-19 remains a challenge for our customers and clearly the pandemic continues to be a major health crisis at the time of preparing this report. Whilst the situation will continue to evolve, the substance of our approach will not change. We will remain operational, we will continue to manage the challenges related to ensuring the health and safety of our staff and clients, and we will be there for our clients as they return to a more normal working environment. 

 

Environmental, social and governance ("ESG") strategy and corporate culture

 

The success of RA International comes from operating responsibly and sustainably. Since the business was founded in 2004, being a responsible company and employer was placed firmly at the heart of everything we do. Growing the business sustainably is a key pillar of our growth strategy and sustainability is integral to our core business activities with consideration for the environmental, social and financial impacts of the decisions we make embedded in our culture. Our approach is encapsulated in our purpose "to deliver immediate results and lasting change".

 

Lars Narfeldt, our COO, leads our Sustainability efforts. In 2018, we adopted a formal sustainability strategy centred around the UN Sustainable Development Goals ("UN SDGs") to support us in delivering our objectives and measuring our progress. Our focus areas are Resource Management, People & Skills Development, and Labour Rights as these are the areas we have identified where we can have most impact. Our sustainability strategy is set out in our dedicated Sustainability Report and I am pleased to report that we have published our third such report, which can be found on our website at www.rainternationalservices.com/sustainability/. Embedded within this report are our ESG indicators, inclusive of climate objectives.

 

This year we have expanded our disclosure framework to highlight how our established focus areas within the UN SDGs align to the environment, social and governance structure. The Sustainability Report also helps to explain how in supporting communities we are able to foster strong relationships that are integral to working effectively and efficiently to the benefit of our clients.  We will continue to review and revise the report in the future to include further detailed disclosure on our supply chain and environmental impacts. 

 

Related to our commitment to doing business the right way, we have been particularly alert to the wider consequences of the pandemic for colleagues and the communities in which we operate. We advocated with clients to allow us to continue to execute our projects in planned timelines, taking all necessary and recommended precautions, to continue economic activity in vulnerable communities. We also maintained staff remuneration for all employees irrespective of lockdowns prohibiting their attendance on site and made certain additional payments to staff in recognition of their continued efforts under challenging circumstances.

 

Dividend and Shareholder Returns

 

The Board is recommending a final dividend of 1.35p per share to be paid on 8 July 2021 to shareholders on the register as of 28 May 2021.  The ex-dividend date is 27 May 2021. We see the dividend decision this year, to increase the dividend per share by 8%, or 21% in USD terms, despite the impact of COVID-19, as an important indication of both the financial strength of RA and our confidence in the future prospects of our business. We continue to adopt a progressive dividend policy and intend to increase or maintain the dividend in future years, subject to retaining sufficient liquidity to meet the needs of the business and to fund continued growth. 

 

A Final Note

 

On behalf of the non-executive Board members, I would like to thank the Executive Management Team for their exemplary leadership through the challenges of 2020, our customers for their support and for trusting us to help solve their problems and, again, our colleagues for it is only with their resilience and adaptability that we are able to deliver for our customers regardless of the challenges that are put in front of them.

 

Sangita Shah

Non-Executive Chair

30 March 2021

 

 

 

CHIEF EXECUTIVE'S REVIEW

 

Overview - our customers rely on us and trust us to deliver under the most challenging of circumstances

 

The spread of COVID-19 throughout the world was rapid and required us to demonstrate agility and control in our response, often in an environment of conflicting information, and in major lockdowns with sites being shut down, and staff and clients unable to return home. Through the period of the pandemic, we have continued to execute on our strategy of supporting our customers, anticipating and responding to their changing requirements and not letting them down.  Now, more than ever, we can see this strategy is working and we believe our actions during the crisis will reinforce in our customers' minds the value we bring.  

 

This said, clearly the pandemic has not receded as a health crisis and government enforced restrictions and lock-down provisions remain in place across the world. While we have been able to continue executing previously contracted work, we are seeing new contract awards being delayed as clients are unable to travel to project worksites.  As a result, we remain cautious about the near-term commercial outlook, albeit encouraged we continued to receive contract awards and that bid activity has been high. The contracts we announced in the second half of 2020 highlighted how our ability to respond quickly and demonstrate a "business as usual" approach has been a key differentiator for us. Our success has continued into 2021 where in March we were appointed as teaming partner to Cherokee Nation Mechanical, LLC ("Cherokee Nation")in connection with two significant US Government construction projects in the Middle East and East Asia. We stand ready to mobilise as and when travel restrictions are lifted, allowing the respective projects to commence.

 

As we have grown RA over the years, we have relentlessly and successfully focused on the diversification of our business, in terms of geography, customer concentration, and service channel.  We believe this approach will continue to set us apart, allow us to mitigate the impacts of adverse events taking place on a local and global scale and drive sustainable growth through further expansion into our very significant addressable markets.   

 

Our results for 2020 are a good marker of the strong foundations we have built as a business, with revenue of USD 64.4m and underlying operating profit of USD 10.4m highlighting the financial resilience of our business. Underpinning this performance is the work we have done to build relationships with our blue-chip clients and to support them through the challenges of the pandemic. Whilst Construction revenue decreased by USD 8.5m, we saw year on year growth in IFM revenue, our highest margin service channel, and in Supply Chain revenue. IFM revenue represents 49% of revenue for the year and IFM contracts now represent 62% of our order book. These are high quality, higher margin contracts, recurring in nature and are important indicators of the improving quality of the business we are building.     

 

Contracts - we have delivered a step-change in order book size and quality since IPO, in-line with our customer-led growth strategy

 

During 2020, we were awarded new contracts, uplifts, and extensions to existing contracts of USD 110m. This builds on our annual track record for contract wins of USD 62m in 2018 and USD 91m in 2019, despite the disruption relating to the COVID-19 pandemic.  

 

Contract order book:

 

 

2020

2019

2018

 

 

USD'm

USD'm

USD'm

 

 

 

 

 

Opening order book

 

141

119

112

New contracts, contract uplifts and extensions

 

110

91

62

Contracted revenue delivered

 

(64)

(69)

(55)

 

 

────────

────────

────────

Closing order book

 

187

141

119

 

 

════════

════════

════════

 

We see growing our customer base and winning larger, long-term contracts as the primary drivers of sustainable long-term business growth. During the year, our business development activity was focused on these objectives, particularly with respect to the commercial sector. We achieved notable success in being awarded our largest ever contract in the commercial sector and also being named a preferred supplier to support Danakali in developing the Colluli Mine in Eritrea. We expect this contract value to be in excess of USD 20m. The current order book of USD 187m does not include any potential revenue from the Danakali project.

 

In 2020 we had continued success in diversifying our customer base, including increasing the percentage of revenue generated from Government and Commercial customers. For 2020, Government and Commercial customers represented 52% of revenue, up from 44% last year and 34% from the time of our IPO in 2018. As we diversify our customer base, we continue to work closely with the Humanitarian agencies and during the year we were awarded IFM contracts for the United Nations Mission is South Sudan ("UNMISS") and for the United Nations Interim Security Force for Abyei ("UNISFA"); each contract has a value in excess of USD 5m.

 

As referenced above, in August 2020 we announced our award of a USD 60m contract to provide IFM services for a large international engineering customer in Mozambique. This landmark contract, initially awarded for a two-year period, would see RA utilise the 1,800-person camp we are developing in the strategically important Afungi Peninsula. As has been widely reported, this area of Northern Mozambique has seen a persistent threat from local insurgencies. These security concerns, alongside COVID-19 and extreme weather, have led to delays and suspension in development work related to the project we are supporting.

 

We maintained a very constructive dialogue with our client through this extended period of disruption and prior to the escalation of hostile activity over the last week, were in final discussions to agree a one-year extension to the contract, which we had expected to substantially commence in the second half of this year. Prior to the recent suspension of our activity on the ground, we had continued to develop the camp such that we would operate the facility on a full or near-full occupancy basis when the contract commences, whereas the initial contract scope anticipated occupancy to ramp up over the first year of the contract. Based on these revised contractual arrangements, we expected the overall contract value would be higher than the original value of USD 60m. Our expectation was that the contract would make a meaningful financial contribution in the second half of 2021 but as we announced in our market communication on 29 March 2021, the Board now expects there will be further delays in the project that are likely to impact on the overall financial performance of the Company in the current financial year. As we have stated, this impact is expected at the current time to be up to USD 10m of revenue, which the Board now expects will be recognised in a later financial period.

 

Our established market presence with global, blue chip customers remains a key pillar in expanding our geographical presence.  We have made good progress in recent years in broadening and deepening our geographical footprint such that in 2020, we delivered contracts across 12 countries.  We expect our strategy to diversify into new geographies will continue to bear fruit reflecting both the quality of our research-led approach, which enables us to anticipate the location of future contracts, and through the deepening relationships we have with existing customers which leads to opportunities to support them in new geographies. Importantly, we have increasing engagement with customers asking us to deliver material projects outside of Africa of which our contract awarded to renovate the US Embassy in Denmark and recently announced contract awards to undertake works in the Middle East and East Asia are good examples.

 

The Company's order book at 31 December 2020 stood at USD 187 million, an increase of USD 55m from 30 June 2020, with 62% comprising high value IFM work. The growth in our order book and proven resilience of IFM revenue provides confidence to continue to make long-term investment decisions, even in these dynamic times. To this point, at the time of IPO we invested in the Company to ensure it could support annual revenue in the region of USD 100m. With a growing order book approaching USD 200m and with a number of large bids outstanding, we need to ensure RA has the capacity to deal with a step-change in activity. As a result we have commenced a 12 to 24 month investment programme which will put additional resources in place to manage the anticipated growth of the business going forward. An initial step taken in 2020 was the consolidation of two UAE offices and relocation of a number of regional staff to the larger Dubai based Head Office.  

 

We recognise that as broad commercial activity returns to more normal patterns, we could see heightened levels of project activity by existing and new clients. Effective business planning to make sure RA is positioned to deliver on the significant opportunities ahead is currently a key priority for our business. 

 

Current trading and outlook

 

The last few days have been challenging for everyone connected with RA as we have responded to the hostile activity in Cabo Delgado, Mozambique where RA has been operational for the last few years. In these circumstances, this is a somewhat complex trading update to provide. On the one hand, we are more confident than ever about the long-term outlook for our business, and this is reflected in the Board's decision to increase our recommended dividend payment to 1.35p per share. Our order book and cash profile underpin this confidence and the last 12 months have highlighted the strengths of our business, including notably the value of our longer-term and higher margin IFM contracts.

 

This confidence needs to be tempered for the current financial year given the prevailing external conditions with the situation in Mozambique uncertain and, more generally, COVID-19 continuing to determine customers' ability to commence new projects. Prior to the events of the last week, we were expecting to see a stronger second half performance in 2021, as large contracted projects commenced. Revenue from the deployment of our camp in Mozambique was a material component of this phasing and as we highlighted in our announcement yesterday, our current expectation is there will be delays to the commencement of our Mozambique project which may lead to USD 10 million of revenue being deferred to later financial periods. It may be that this ends up being an overly conservative view, but it is the prudent view to provide to our shareholders at this time.

 

Shareholders should also be aware that the level of business development activity we are involved in is particularly strong with encouraging new bid activity on contracts ranging from USD 10 million to USD 50 million in value. We have developed and expanded new relationships with large US corporations, setting up partnerships and teaming agreements for new projects in relation to existing global government programmes. Our recent teaming partner announcement with Cherokee Nation is a great example of this and we continue to pursue more contracts together. We are also now bidding on global UK government programmes as a prime contractor. These programmes run for 3 to 5 years, providing RA a pool of future potential work on long term contracts. Our new bids to existing clients see RA having the opportunity to expand our geographical footprint to a potential 5 new countries in 2021/22. This is an unprecedented level of new business activity relating to high value contracts.

 

We also expect heightened levels of project starts by existing and new clients as commercial activity returns to normal. Depending on timing, this could materially strengthen our financial position in the current financial year but, in any event, we expect the anticipated acceleration in activity during the course of this year will bridge to an even stronger performance in 2022. 

 

Soraya Narfeldt

Chief Executive Officer 

30 March 2021

 

 

 

FINANCIAL REVIEW

 

Overview

 

Revenue of USD 64.4m and gross margin of 29.2% highlight our financial performance for the year. Results for the second half are in line with guidance we provided in a trading update on 15 December 2020 and we are encouraged by continued strong cash generation from our operations.

 

The resilience of IFM and Supply Chain revenue helped offset the lower revenue and profit contribution from Construction which resulted from clients slowing or temporarily suspending projects during the year as the health risks relating to COVID-19 became apparent and global lockdowns became more widespread. As a result, a significant value of construction work was deferred and will likely now be recognised in 2021.

 

The business generated cash flows from operations of USD 21.3m during 2020, reflecting strong cash profitability, with Underlying EBITDA of USD 14.2m, and working capital benefits from strong receivable collections. We continued to invest in growth, spending USD 24.5m on capital expenditure during the year to develop remote camp facilities in Mozambique and East Africa, both of which are owned by the Company and leased to clients on a long-term basis. These investments were undertaken whilst maintaining significant liquidity to both execute and bid for large projects.

 

 

 

 

2020

2019

 

 

 

USD'm

USD'm

 

 

 

 

 

 

Revenue

 

64.4

69.1

 

 

 

 

 

 

Gross profit

 

18.8

21.9

 

Gross profit margin

 

 29.2%

 31.7%

 

 

 

 

 

 

Underlying operating profit

 

10.4

13.7

 

Underlying operating profit margin

 

 16.1%

 19.8%

 

 

 

 

 

 

Operating profit

 

7.3

13.6

 

Operating profit margin

 

 11.3%

 19.7%

 

 

 

 

 

 

Profit before tax

 

6.6

13.3

 

Profit before tax margin

 

 10.3%

 19.2%

 

 

 

 

 

 

Underlying EBITDA

 

14.2

16.3

 

Underlying EBITDA margin

 

22.0%

23.5%

 

 

 

 

 

 

EPS, basic (cents)

 

3.8

7.4

 

Underlying EPS, basic (cents)4

 

5.6

7.4

 

 

 

 

 

 

Net cash (end of period)

 

11.2

21.4

 

 

 

Revenue

 

Reported revenue for 2020 of USD 64.4m (2019: USD 69.1m) represents a 6.8% decrease year-on-year. This decrease resulted from construction projects being suspended due to COVID-19. These projects recommenced in the second half of the year, however work progress continued to be affected by COVID-19 related restrictions and delays. As previously highlighted, revenue relating to the suspended construction contracts is deferred in nature rather than cancelled.

 

In terms of the wider business, we saw IFM and Supply Chain revenue increase 9% and 10% respectively.  Revenue from the IFM service channel proved particularly resilient during 2020, whilst revenue from supply chain activities benefitted from USD 2.7m in contracts awarded in the first half which related to the COVID-19 response in Europe. Excluding these one-off orders, approximately 75% of Supply Chain revenue was earned from long-term contracts, often 3-5 years in length.

 

Revenue by service channel: 

 

 

2020

2019

 

 

 

USD'm

USD'm

 

 

 

 

 

 

Integrated facilities management

 

31.3

28.6

 

Construction

 

19.1

27.6

 

Supply chain services

 

14.1

12.8

 

 

 

────────

────────

 

 

 

64.4

69.1

 

 

 

════════

════════

 

 

Profit Margin

 

Gross margin in 2020 was 29.2% (2019: 31.7%), with the decrease primarily resulting from many construction projects operating at or around breakeven gross margin during periods of project suspension. Overall, we chose to take a pragmatic approach to supporting our clients' interests during periods of disruption, maintaining project momentum and some level of commercial activity where possible. While in some cases this led to inefficient project execution, we believe this strategy will lead to long-term benefits.

 

Reconciliation of profit to Underlying EBITDA:

 

 

2020

2019

 

 

 

USD'm

USD'm

 

 

 

 

 

 

Profit

 

6.6

12.9

 

Tax expense

 

0.1

0.4

 

 

 

────────

────────

 

Profit before tax

 

6.6

13.3

 

Finance costs

 

1.0

0.7

 

Investment income

 

(0.3)

(0.3)

 

 

 

────────

────────

 

Operating profit

 

7.3

13.6

 

Non-underlying items

 

3.0

0.0

 

 

 

────────

────────

 

Underlying operating profit

 

10.4

13.7

 

Share based payments

 

0.1

0.0

 

Depreciation

 

3.7

2.6

 

 

 

────────

────────

 

Underlying EBITDA

 

14.2

16.3

 

 

 

════════

════════

 

 

Underlying EBITDA margin in 2020 was 22.0% (2019: 23.5%) and underlying operating profit margin was 16.1% (2019: 19.8%). With administrative expenses of USD 8.4m (2019: USD 8.2m) remaining broadly consistent year on year, the variance in both Underlying EBITDA and UOP was driven by variances in revenue and gross margin.

 

During the year, the Company incurred non-underlying costs of USD 3.0m (2019: USD 0.0m). COVID-19 costs of USD 1.4m are almost entirely incremental staff costs relating to the pandemic. Further detail on these costs can be found in note 9 of the consolidated financial statements. The share based payments charge of USD 1.2m relates to the issue of 1.8m restricted Ordinary Shares in October 2020. Further detail can be found in note 13 of the consolidated financial statements. In addition, there were modest expenses incurred in relation to restructuring, resulting from consolidating two office facilities and relocating staff to the new Dubai head office, and acquisition costs related to potential corporate acquisitions which were being explored in the first half of 2020. These transactions were halted for various reasons including the incremental level of uncertainty COVID-19 added to target operating forecasts.

 

Non-underlying items:

 

 

2020

2019

 

 

 

USD'm

USD'm

 

 

 

 

 

 

COVID-19 costs

 

1.4

-

 

Other share based payments

 

1.2

-

 

Restructuring costs

 

0.3

-

 

 

 

 

 

 

Acquisition costs

 

0.2

0.0

 

 

 

────────

────────

 

 

 

3.0

0.0

 

 

 

════════

════════

 

 

Finance Costs net of Investment Revenue increased to USD 0.7m (2019: USD 0.4m). The Company earned a lower return on bank deposits and realised increased foreign exchange losses resulting primarily from the appreciation in the Euro and volatility of the UK Pound.

 

Earnings per share

 

Basic earnings per share was 3.8 cents in the current period (2019: 7.4 cents), a reduction of 49% on the prior year, reflecting the reduction in year-on-year profit and the impact of certain non-recurring costs described in the Profit Margin commentary. Adjusting for non-underlying items, underlying earnings per share was 5.6 cents (2019: 7.4 cents), a reduction of 24% on the prior year.

 

The share buyback programme, which was in operation from June to September 2020, reduced the weighted average number of ordinary shares in issue to 172.5m (2019: 173.6m), partially offsetting the reduction in year-on-year profits.    

 

Cash flow

 

Cash flows generated from operations were USD 21.3m in the year (2019: USD 8.9m), driving a 291% cash conversion ratio5; a significant improvement from the prior period (2019: 66%). The strong cash conversion ratio was driven by Underlying EBITDA of USD 14.2m and a period of strong collections of accounts receivable balances. This was partially offset by the build-up of inventory related to the Company's purchase of a 2500-person prefabricated camp facility, a significant portion of which is being held for use in upcoming projects we anticipate will commence in H2 2021.

 

Summary cash flows:

 

 

2020

2019

 

 

 

USD'm

USD'm

 

 

 

 

 

 

Cash flows generated from operations

 

21.3

8.9

 

Tax & end of service benefits paid

 

(0.2)

(0.3)

 

 

 

────────

────────

 

Net cash flows from operating activities

 

21.1

8.7

 

 

 

 

 

 

Investing activities (excluding Capital Expenditure)

 

0.3

0.4

 

Capital Expenditure

 

(24.5)

(12.4)

 

 

 

────────

────────

 

Net cash flows from investing activities

 

(24.1)

(12.0)

 

 

 

 

 

 

Financing activities (excluding borrowings)

 

(6.8)

(3.2)

 

Proceeds from borrowing

 

6.1

-

 

 

 

────────

────────

 

Net cash flows from financing activities

 

(0.7)

(3.2)

 

 

 

 

 

 

Net change in cash during the period

 

(3.8)

(6.6)

 

 

During the year we invested USD 24.5m in capital expenditure with the majority of spend relating to developing our property in Mozambique and expanding another owned facility in East Africa. We also consolidated two office premises into a larger newly leased facility in Dubai. This property will serve as our new Head Office and has been fit-out to allow for expansion in the coming years.

 

Capital expenditure:

 

 

2020

 

 

 

 

USD'm

 

 

 

 

 

 

 

Construction of Mozambique Facility

 

18.7

 

 

Expansion of East Africa Facility

 

3.8

 

 

Dubai Head Office

 

0.9

 

 

Other

 

1.1

 

 

 

 

────────

 

 

 

 

24.5

 

 

 

 

════════

 

 

 

We anticipate capital expenditure of USD 7m to USD 10m in 2021, with the majority being related to completing the construction of the Mozambique camp. Incremental spend is only expected if specifically linked to new projects. 

 

Balance Sheet and Liquidity

 

Net assets at 31 December 2020 were USD 72.1m (2019: USD 69.5m) with fixed assets comprising the majority of the total balance sheet following the significant capital expenditure in the year. Excluding right-to-use assets, 72% of fixed assets relate to land and buildings which are leased on a long-term basis to clients or used to support our other projects through their use as workshops, warehouses, staff accommodation facilities and offices.

 

Breakup of net assets:

 

 

2020

2019

 

 

 

USD'm

USD'm

 

 

 

 

 

 

Cash and cash equivalents

 

17.6

21.4

 

Loan notes

 

(6.5)

-

 

 

 

────────

────────

 

Net cash

 

11.2

21.4

 

Net working capital

 

14.4

22.7

 

Non-current assets

 

51.0

28.5

 

   Tangible owned assets

 

47.3

26.1

 

   Right-to-use assets

 

3.5

2.4

 

   Goodwill

 

0.1

0.1

 

Lease liabilities and end of service benefit

 

(4.5)

(3.2)

 

 

 

────────

────────

 

Net assets

 

72.1

69.5

 

 

 

════════

════════

 

 

 

 

 

 

 

Net cash of USD 11.2m at 31 December 2020 reflects a decrease from USD 21.4m at the previous year-end yet still provides the business with significant liquidity after a period during which we have invested significantly in our Mozambique facility.

 

The Company raised USD 6.5m of debt under the Medium-Term Note programme launched in the second half of 2020. This debt was raised to accelerate the development of our Mozambique facility and more generally in response to an increase in client inquiries relating to undertaking large projects.  Under the terms of the MTN programme, a subsidiary of the Company issued unsecured notes to investors repayable in the second half of 2022. The programme was closed on 31 December 2020. Further details can be found in note 23 of the consolidated financial statements.

 

Liquidity and available cash are often assessed by potential customers during the contract adjudication process. Given the strength of our balance sheet, strong cash flow generated by our ongoing contracts, and the success of the MTN programme, we are satisfied that both metrics are sufficient so that we can continue to bid for larger projects and have the financial capacity to mobilise multiple large projects simultaneously.  

 

Share buyback programme

 

On 8 June 2020, the Company commenced a Share Buyback Programme (the "Buyback") to provide the Company with a pool of shares which can be used to incentivise and retain key directors, officers, and staff. On 9 September 2020, it was announced that the Board had elected to conclude the Buyback with immediate effect given the budgeted amount had been reached. In total 3.9m shares were repurchased which represents 2.2% of the issued share capital of the Company prior to the Buyback commencing.

 

On 20 October 2020, the Company announced it had re-issued 1.8m of these shares as restricted ordinary shares ("Restricted Shares") to key senior members of staff, including certain persons discharging managerial responsibilities, as detailed in the announcement. The Restricted Shares are subject to a six-month lock-in from the date of issue, during which they cannot be sold or transferred.  At the same time, the Company announced the issuance of 1.8m share options which are scheduled to vest over a three-year period. Further details can be found in note 13 of the consolidated financial statements.

 

Dividend

 

The Board is recommending a dividend of 1.35p per share which, subject to shareholder approval will be paid on 8 July 2021 to all shareholders on the register at 28 May 2021. A dividend of 1.25p per share totalling USD 2.7m was declared and authorised during 2020 (2019: USD 2.2m) and was subsequently paid on 9 July 2020.

 

 

 

 

2020

2019

2018

 

 

GBP'pence

GBP'pence

GBP'pence

 

 

 

 

 

Dividends declared

 

1.35

1.25

1.00

 

 

The Board's intention continues to be to adopt a progressive dividend policy and to increase the dividend in future years while retaining sufficient liquidity to meet the needs of the business and to fund continued growth. The Board believes the continued growth in our customer base and the pursuit of a one-supplier model will provide a basis for continued earnings growth in the future.

 

 

Andrew Bolter

Chief Financial Officer

30 March 2021

 

Notes to Financial Review:

 

4 Underlying EPS reflects UOP after deducting net finance costs and taxation, divided by the weighted average number of ordinary shares outstanding during the period.

5 Cash conversion is calculated as cashflow generated from operations divided by operating profit.

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2020

 

 

 

2020

2019

 

 

Notes

USD'000

USD'000

 

 

 

 

Restated6

 

 

 

 

 

 

Revenue

7

64,441

69,064

 

 

 

 

 

 

Cost of sales

9

(45,647)

(47,174)

 

 

 

───────

───────

 

Gross profit

 

18,794

21,890

 

 

 

 

 

 

Administrative expenses

9

(8,429)

(8,204)

 

 

 

───────

───────

 

Underlying operating profit

 

10,365

13,686

 

 

 

 

 

 

Non-underlying items

9

(3,046)

(46)

 

 

 

───────

───────

 

Operating profit

 

7,319

13,640

 

 

 

 

 

 

Investment revenue

 

278

294

 

Finance costs

 

(970)

(675)

 

 

 

───────

───────

 

Profit before tax

 

6,627

13,259

 

 

 

 

 

 

Tax expense

11

(61)

(384)

 

 

 

───────

───────

 

Profit and total comprehensive income for the year

 

6,566

12,875

 

 

 

═══════

═══════

 

 

 

 

 

 

Basic and diluted earnings per share (cents)

12

3.8

7.4

 

 

 

 

 

 

6 The Company has modified the presentation of the Consolidated Statement of Comprehensive Income to reclassify holding company expenses as administrative expenses. See note 5.

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

 

 

 

2020

2019

 

 

Notes

USD'000

USD'000

 

 

 

 

 

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Property, plant, and equipment

16

50,886

28,516

 

Goodwill

17

138

138

 

 

 

───────

───────

 

 

 

51,024

28,654

 

 

 

 

 

 

Current assets

 

 

 

 

Inventories

18

9,142

6,178

 

Trade and other receivables

19

12,666

24,520

 

Cash and cash equivalents

20

17,632

21,393

 

 

 

───────

───────

 

 

 

39,440

52,091

 

 

 

───────

───────

 

Total assets

 

90,464

80,745

 

 

 

═══════

═══════

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

Equity

 

 

 

 

Share capital

21

24,300

24,300

 

Share premium

 

18,254

18,254

 

Merger reserve

 

(17,803)

(17,803)

 

Treasury shares

22

(1,363)

-

 

Share based payment reserve

 

177

47

 

Retained earnings

 

48,509

44,685

 

 

 

───────

───────

 

Total equity

 

72,074

69,483

 

 

 

───────

───────

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

Loan notes

23

6,471

-

 

Lease liabilities

24

3,720

2,397

 

Employees' end of service benefits

25

517

391

 

 

 

───────

───────

 

 

 

10,708

2,788

 

 

 

───────

───────

 

 

 

 

 

 

Current liabilities

 

 

 

 

Lease liabilities

24

318

437

 

Trade and other payables

26

7,364

8,037

 

 

 

───────

───────

 

 

 

7,682

8,474

 

 

 

───────

───────

 

Total liabilities

 

18,390

11,262

 

 

 

───────

───────

 

Total equity and liabilities

 

90,464

80,745

 

 

 

═══════

═══════

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020

 

 

 

 

 

 

Share

 

 

 

 

 

 

 

Based

 

 

 

Share

Share

Merger

Treasury

Payment

Retained

 

 

Capital

Premium

Reserve

Shares

Reserve

Earnings

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

 

 

As at 1 January 2019

24,300

18,254

(17,803)

-

16

34,013

58,780

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

-

-

-

12,875

12,875

 

 

 

 

 

 

 

 

Share based payments (note 13)

-

-

-

-

31

-

31

 

 

 

 

 

 

 

 

Dividends declared and paid (note 14)

-

-

-

-

-

(2,203)

(2,203)

 

 

 

 

 

 

 

 

 

──────

───────

───────

───────

───────

───────

───────

As at 31 December 2019

24,300

18,254

(17,803)

-

47

44,685

69,483

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

-

-

-

6,566

6,566

 

 

 

 

 

 

 

 

Share based payments (note 13)

-

-

-

-

130

-

130

 

 

 

 

 

 

 

 

Dividends declared and paid (note 14)

-

-

-

-

-

(2,674)

(2,674)

 

 

 

 

 

 

 

 

Purchase of treasury shares (note 22)

-

-

-

(2,600)

-

-

(2,600)

 

 

 

 

 

 

 

 

Issuance of treasury shares (note 22)

-

-

-

1,237

-

(68)

1,169

 

 

 

 

 

 

 

 

 

──────

───────

───────

───────

───────

───────

───────

As at 31 December 2020

24,300

18,254

(17,803)

(1,363)

177

48,509

72,074

 

══════

═══════

═══════

═══════

═══════

═══════

═══════

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2020

 

 

 

2020

2019

 

 

Notes

USD'000

USD'000

 

 

 

 

 

 

Operating activities

 

 

 

 

Operating profit

 

7,319

13,640

 

Adjustments for non-cash and other items:

 

 

 

 

  Depreciation on property, plant, and equipment

16

3,731

2,577

 

  Loss on disposal of property, plant, and equipment

16

93

46

 

  Unrealised differences on translation of foreign balances

 

5

(165)

 

  Provision for employees' end of service benefits

25

209

174

 

  Share based payments

13

1,299

31

 

 

 

───────

───────

 

 

 

12,656

16,303

 

Working capital adjustments:

 

 

 

 

  Inventories

 

(2,964)

(1,607)

 

  Trade and other receivables

 

12,240

(8,306)

 

  Trade and other payables

 

(616)

2,559

 

 

 

───────

───────

 

Cash flows generated from operations

 

21,316

8,949

 

  Tax paid

11

(117)

(144)

 

  Employees' end of service benefits paid

25

(83)

(133)

 

 

 

───────

───────

 

Net cash flows from operating activities

 

21,116

8,672

 

 

 

───────

───────

 

 

 

 

 

 

Investing activities

 

 

 

 

Investment revenue received

 

278

294

 

Purchase of property, plant, and equipment

16

(24,450)

(12,358)

 

Proceeds from disposal of property, plant, and equipment

16

24

170

 

Acquisition of subsidiary (net of cash acquired)

 

-

(106)

 

 

 

───────

───────

 

Net cash flows used in investing activities

 

(24,148)

(12,000)

 

 

 

───────

───────

 

 

 

 

 

 

Financing activities

 

 

 

 

Proceeds from borrowings

23

6,084

-

 

Repayment of lease liabilities

24

(564)

(370)

 

Finance costs paid

 

(970)

(675)

 

Dividends paid

14

(2,674)

(2,203)

 

Purchase of treasury shares

22

(2,600)

-

 

 

 

───────

───────

 

Net cash flows used in financing activities

 

(724)

(3,248)

 

 

 

───────

───────

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(3,756)

(6,576)

 

 

 

 

 

 

Cash and cash equivalents as at start of the period

20

21,393

27,804

 

Effect of foreign exchange on cash and cash equivalents

 

(5)

165

 

 

 

───────

───────

 

Cash and cash equivalents as at end of the period

20

17,632

21,393

 

 

 

═══════

═══════

 

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2020

 

1          CORPORATE INFORMATION

 

The principal activity of RA International Group plc ("RAI" or the "Company") and its subsidiaries (together the "Group") is providing services in demanding and remote areas. These services include construction, integrated facilities management, and supply chain services. 

 

RAI was incorporated on 13 March 2018 as a public company in England and Wales under registration number 11252957. The address of its registered office is One Fleet Place, London, EC4M 7WS.

 

 

2          BASIS OF PREPARATION

 

The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. They have been prepared under the historical cost basis and have been presented in United States Dollars (USD). All values are rounded to the nearest thousand (USD'000), except where otherwise indicated.

 

Going concern

In assessing the basis of preparation of the financial statements the Board has undertaken a rigorous assessment of going concern, considering financial forecasts covering a period to 30 June 2022 and utilising scenario analysis to test the adequacy of the Group's liquidity. These include multiple scenarios which specifically forecast the continued impact of COVID-19 on the Group's trading, principally the impact of delays relating to the timing of new project awards and commencement date of new projects.  Under all scenarios, the Group has concluded that it has sufficient cash reserves to fund trading, continued capital investment and payment of proposed dividends through the going concern period. The Group has access to a USD 2m overdraft facility, which is not expected to be utilized at any point throughout the going concern period, and there are no capital repayments associated with the loan notes issued during the year.

 

The Group has performed a comprehensive analysis with respect to the potential operational and financial risks associated with COVID-19. The primary impact of COVID-19 on the Group is that new contract awards and the commencement of new projects continue to be delayed as a result of the Group's clients being unable to travel to project sites.  Based on discussions with customers, the Board expects that many of these pending awards will be formally made in the second half of 2021 and that execution of substantial project work will commence towards the end of 2021 or early 2022.

 

The Board has approved financial forecasts that take into account the above referenced scenario as well as potential downside sensitivities which include the delay of all new significant contract awards until 2022. Under all of these scenarios the Group continues to be cash positive and further mitigations, such as delaying capex spend, have been identified to preserve cash if required to provide additional headroom and remain cash positive if there was a worsening of conditions beyond the downside scenarios considered. Any scenario whereby trading performance is worse that those modelled is considered to be remote given the level of committed contracted work in place.

 

The Board has also assessed the Group's ability to overcome the operating challenges associated with continuing to service clients throughout the term of the pandemic and has concluded that the Group will be able to continue to meet its contractual commitments. The Board has come to this conclusion given that the Group has been able to meet its contractual requirements throughout the COVID-19 pandemic period. Additionally, the Group's primary activity is undertaking projects in locations where a crisis situation is either ongoing or there is a reasonable expectation that a crisis will occur during the term of the project. As a result, the Group has existing plans in place to address the operating challenges associated with restrictions on both the movement of people and goods. It also has existing infrastructure, procedures, and insurance in place to address the safety and security of its staff and assets.

 

Under all scenarios, the Group has sufficient cash reserves to be able to operate for the foreseeable future.  On that basis, the Board is therefore satisfied that it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.

 

3          BASIS OF CONSOLIDATION

 

The financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December 2020. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:   

·          Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee),

·          Exposure, or rights, to variable returns from its involvement with the investee, and

·          The ability to use its power over the investee to affect its returns.

 

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

 

·          The contractual arrangement with the other vote holders of the investee,

·          Rights arising from other contractual arrangements, and

·          The Group's voting rights and potential voting rights.

 

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Company loses control over the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

 

When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

 

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction. 

 

If the Company loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest, and other components of equity while any resultant gain or loss is recognised in the profit or loss. Any investment retained is recognised at fair value.

 

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at the fair value on the acquisition date. The net identifiable assets acquired, and liabilities assumed are recorded at their respective fair values on the acquisition date. Acquisition-related costs are expensed as incurred and included in acquisition costs.

 

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

 

 

4          SIGNIFICANT ACCOUNTING POLICIES

 

Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has concluded that it is acting as a principal in all its revenue arrangements.

 

Sale of goods (supply chain services)

Revenue from the sale of goods and the related logistics services is recognised when control of ownership of the goods have passed to the buyer, usually on delivery of the goods.

 

Construction

Typically, revenue from construction contracts is recognised at a point in time when performance obligations have been met. Generally, this is the same time at which client acceptance has been received.  Dependant on the nature of the contracts, in some cases revenue is recognised over time using the percentage of completion method on the basis that the performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date. Contract revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive payments are recognised only to the extent that it is highly probable that they will result in revenue, and they are capable of being reliably measured.

 

Services (integrated facilities management)

Revenue from providing services is recognised over time, applying the time elapsed method for accommodation and similar services to measure progress towards complete satisfaction of the service, as the customers simultaneously receive and consume the benefits provided by the Group.

 

Cost of sales

Cost of sales represent costs directly incurred or related to the revenue generating activities of the Group, including staff costs, materials and depreciation.

 

Contract balances

Trade receivables

A receivable represents the Group's right to an amount of consideration that is unconditional, meaning only the passage of time is required before payment of the consideration is due.

 

Accrued revenue

Accrued revenue represents the right to consideration in exchange for goods or services transferred to a customer in connection with fulfilling contractual performance obligations. If the Group performs by transferring goods or services to a customer before invoicing, accrued revenue is recognised in an amount equal to the earned consideration that is conditional on invoicing. Once an invoice has been accepted by the customer accrued revenue is reclassified as a trade receivable.

 

Customer advances

If a customer pays consideration before the Group transfers goods or services to the customer, a customer advance is recognised when the payment is received by the Group. Customer advances are recognised as revenue when the Group meets its obligations to the customer.

 

Borrowing costs

Borrowing costs directly attributable to the construction of an asset are capitalised as part of the cost of the asset. Capitalisation commences when the Group incurs costs for the asset, incurs borrowing costs and undertakes activities that are necessary to prepare the asset for its intended use or sale. Capitalisation ceases when the asset is ready for use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that are incurred in connection with the borrowing of funds. 

 

Tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

 

Property, plant, and equipment

Property, plant, and equipment are stated at cost less accumulated depreciation and any impairment in value. Capital work-in-progress is not depreciated until the asset is ready for use. Depreciation is calculated on a straight-line basis over the estimated useful lives. At the end of the useful life, assets are deemed to have no residual value. Contract specific assets are depreciated over the lesser of the length of the project, or the useful life of the asset. The useful life of general property, plant and equipment is as follows:

 

Buildings                                                                               Lesser of 5 to 20 years and term of land lease

Machinery, motor vehicles, furniture and equipment  2 to 10 years

Leasehold improvements                                                  Lesser of 10 years, or term of lease

 

 

The carrying values of property, plant, and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down, with the write down recorded in profit or loss to their recoverable amount, being the greater of their fair value less costs to sell and their value in use.

 

Expenditure incurred to replace a component of an item of property, plant, and equipment that is accounted for separately is capitalised and the carrying amount of the component that is replaced is written off.  Other subsequent expenditure is capitalised only when it increases future economic benefits of the related item of property, plant, and equipment. All other expenditure is recognised in profit or loss as the expense is incurred.

 

An item of property, plant, and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and carrying amount of the asset) is included in the profit or loss in the year the asset is derecognised.

 

Assets' residual values, useful lives, and methods of depreciation are reviewed at each financial year end, and adjusted prospectively, if appropriate.

 

Goodwill

Goodwill is stated as cost less accumulated impairment losses. Cost is calculated as the total consideration transferred less net assets acquired.

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs include those expenses incurred in bringing each product to its present location and condition. Cost is calculated using the weighted average method. Net realisable value is based on estimated selling price less any further costs expected to be incurred in disposal.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and balances with banks, which are readily convertible to known amounts of cash and have a maturity of three months or less from the date of acquisition. This definition is also used for the consolidated cash flow statement.

 

Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs to sell and its value in use. An asset's recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used maximising the use of observable inputs. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded entities or other available fair value indicators.

 

The Group bases its impairment calculation on detailed budgets and forecasts which are prepared separately for each of the Group's cash-generating units to which the individual assets are allocated. These budgets and forecasts generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.

 

Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset.

 

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

 

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit or loss.

 

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

 

 

Financial instruments

 

i)         Financial assets

 

Initial recognition and measurement

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.

Subsequent measurement

Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified, or impaired.

 

Other receivables are subsequently measured at amortised cost.

 

Derecognition of financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when the rights to receive cash flows from the asset has expired.

 

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

 

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

 

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. When arriving at the ECL we consider historical credit loss experience including any adjustments for forward-looking factors specific to the debtors and the economic environment.

A financial asset is deemed to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

 

Income from financial assets

Investment revenue relates to interest income accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

 

ii)        Financial liabilities

 

Initial recognition and measurement

Financial liabilities are initially recognised at fair value and subsequently classified at fair value through profit or loss, loans and borrowings, or payables. Loans and borrowings and payables are recognised net of directly attributable transaction costs.

 

The Group's financial liabilities include trade and other payables and loan notes.

 

Subsequent measurement

The measurement of financial liabilities depends on their classification as described below:

 

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as held at fair value through profit or loss.

 

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.

 

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the nearterm. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

 

Loans and payables

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

 

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

 

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

 

Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the profit or loss.

 

Leases

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability. The cost of right-of-use assets includes the amount of lease liabilities recognised and initial direct costs incurred. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

 

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payment made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the lease payments.

 

Short-term leases and leases on low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

 

Employees' end of service benefits

The Group provides end of service benefits to its employees in accordance with local labour laws. The entitlement to these benefits is based upon the employees' final salary and length of service, subject to the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment. The Group accounts for these benefits as a defined contribution plan under IAS 19. 

 

Treasury Shares

Treasury shares are held as a deduction from equity and are held at cost price.

 

Share based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

 

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are provided in note 13.

 

That cost is recognised in employee benefits expense, included in administrative expenses, together with a corresponding increase in equity (share based payment reserve), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

 

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

 

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

 

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

 

Contingencies

Contingent liabilities are not recognised in the financial statements, they are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised in the financial statements but disclosed when an inflow of economic benefits is probable.

 

Foreign currencies

The Group's financial statements are presented in USD, which is the functional currency of all Group companies. Items included in the financial statements of each entity are measured using that functional currency.

 

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange prevailing at the reporting date. All differences are taken to profit or loss. 

 

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

 

Foreign currency share capital (including any related share premium or additional paid-in capital) is translated using the exchange rates as at the dates of the initial transaction. The value is not remeasured.

 

 

5          CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

 

New and amended standards and interpretations

Amendments and interpretations that apply for the first time in 2020 do not have a significant impact on the financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

 

 

Presentation of Statement of Consolidated Income

The Company has modified the presentation of the Consolidated Statement of Comprehensive Income to reclassify holding company expenses as administrative expenses, so as to increase the similarity of presentation to sector comparators. The Company believes this provides a more meaningful basis for users of the financial statements. Prior period results have been restated accordingly, resulting in administrative expenses as previously disclosed in the prior period income statement increasing from USD 7,156,000 to USD 8,204,000 with no change to operating profit as a result of these reclassifications. Prior period underlying operating profit has decreased from USD 14,734,000 to USD 13,686,000 as a result of this reclassification. Current year holding company expenses amount to USD 1,140,000 and are included in administrative expenses.

 

6          SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of the financial statements requires management to make judgements, estimates and assumptions that may affect the reported amount of assets and liabilities, revenue, expenses, disclosure of contingent liabilities, and the resultant provisions and fair values.  Such estimates are necessarily based on assumptions about several factors and actual results may differ from reported amounts.

 

Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

 

a) Judgments

 

Use of Alternative Performance Measures

IAS1 requires material items to be disclosed separately in a way that enables users to assess the quality of a company's profitability. In practice, these are commonly referred to as 'exceptional' items, but this is not a concept defined by IFRS and therefore there is a level of judgement involved in arriving at an Alternative Performance Measure (APM) which excludes such exceptional items. The Group refers to these as non-underlying items and considers items suitable for separate presentation that are outside normal operations and are material to the results of the Group either by virtue of size or nature. See note 9 for further details on specific balances which are classified as non-underlying items.

 

b) Estimates and assumptions

 

Percentage of completion

The Group uses the output percentage-of-completion method when accounting for contract revenue on its long-term construction contracts. Use of the percentage-of-completion method requires the Group to estimate the progress of contracts based on surveys of work performed. The Group has determined this basis of revenue recognition is the best available measure on such contracts and where possible seeks customer verification of percentage-of-completion calculations as at financial reporting dates. 

 

The accuracy of percentage-of-completion estimates has a material impact on the amount of revenue and related profit recognised. As at 31 December 2020, USD 1,083,000 of accrued revenue had been calculated using the percentage-of-completion method (2019: USD 2,806,000), of which USD 398,000 is supported by customer verifications (2019: USD 884,000).

 

Revisions to profit or loss arising from changes in estimates are accounted for in the period when the changes occur.

 

IFRS 16 - interest rate

In some jurisdictions where the Group holds long-term leases, the incremental borrowing rate is not readily determinable. As a result, the incremental borrowing rate is estimated with reference to risk adjusted rates in other jurisdictions where a market rate is determinable, and the Group's cost of funding.

 

 

7          SEGMENTAL INFORMATION

 

For management purposes, the Group is organised into one segment based on its products and services, which is the provision of services in demanding and remote areas. Accordingly, the Group only has one reportable segment.  The Group's Chief Operating Decision Maker (CODM) monitors the operating results of the business as a single unit for the purpose of making decisions about resource allocation and assessing performance. The CODM is considered to be the Board of Directors.

 

Operating segments

Revenue, operating results, assets, and liabilities presented in the financial statements relate to the provision of services in demanding and remote areas.

 

Revenue by service channel:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Integrated facilities management

 

31,265

28,600

 

Construction

 

19,085

27,634

 

Supply chain services

 

14,091

12,830

 

 

 

────────

────────

 

 

 

64,441

69,064

 

 

 

════════

════════

 

 

Revenue by recognition timing:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Revenue recognised over time

 

40,118

38,450

 

Revenue recognised at a point in time

 

24,323

30,614

 

 

 

────────

────────

 

 

 

64,441

69,064

 

 

 

════════

════════

 

 

Geographic segment

The Group primarily operates in Africa and as such the CODM considers Africa and Other locations to be the only geographic segments of the Group. The below geography split is based on the location of project implementation.

 

Revenue by geographic area of project implementation:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Africa

 

61,161

68,735

 

Other

 

3,280

329

 

 

 

────────

────────

 

 

 

64,441

69,064

 

 

 

════════

════════

 

 

Non-current assets by geographic area:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Africa

 

47,687

27,527

 

Other

 

3,337

1,127

 

 

 

────────

────────

 

 

 

51,024

28,654

 

 

                                                    

 

════════

════════

 

Revenue split by customer:

 

 

2020

2019

 

 

 

%

%

 

 

 

 

 

 

Customer A

 

24

30

 

Customer E

 

10

3

 

Customer F

 

10

2

 

Customer D

 

9

6

 

Customer G

 

9

9

 

Customer B

 

7

13

 

Customer C

 

4

11

 

Other

 

27

26

 

 

 

────────

────────

 

 

 

100

100

 

 

 

════════

════════

 

 

8          GROUP INFORMATION

 

The Company operates through its subsidiaries, listed below, which are legally or beneficially, directly or indirectly owned and controlled by the Company.   

 

The extent of the Company's beneficial ownership and the principal activities of the subsidiaries are as follows:

 

Name of the entity

Country of incorporation

Beneficial ownership

Registered address

 

 

 

 

 

 

 

 

RA Africa Holdings Limited

British Virgin Islands

100%

3rd floor, J&C Building, PO Box 362, Road Town, Torola Virgin Islands (British) VG110

 

 

 

 

RA Asia Holdings Limited

British Virgin Islands

100%

3th floor, J&C Building, PO Box 362, Road Town, Torola Virgin Islands (British) VG110

 

 

 

 

RASB Holdings Limited

British Virgin Islands

100%

3th floor, J&C Building, PO Box 362, Road Town, Torola Virgin Islands (British) VG110

 

 

 

 

RA International Limited

Cameroon

100%

537 Rue Njo-Njo, Bonaprisi, PO Box 1245, Douala, Cameroon

 

 

 

 

RA International RCA

Central African Republic

100%

Avenue des Martyrs, Bangui, Central African Republic

 

 

 

 

RA International Chad

Chad

100%

N'djamena, Chad

 

 

 

 

RA International DRC SARL

Democratic Republic of Congo

100%

Kinshasa, Sis No106, Boulvevard Du 30 Juin, Dans La Commune De La Gombe EN RD, Congo

 

 

 

 

RA Property ApS

Denmark

100%

Tuborg Boulevard 12, 4 DK-2900 Helerup, Denmark

 

 

 

 

RA International Guyana Inc.

Guyana

100%

210 New Market Street, Geoegetown, Guyana

 

 

 

 

Raints Kenya Limited

Kenya

100%

770 Faith Ave, Runda Estate, Nairobi City (North), Nairobi, Kenya

 

 

 

 

RA International Limited

Malawi

100%

Hanover House, Hanover Avenue, Independence Drive, Blantyre, Malawi

 

 

 

 

Raints Mali

Mali

100%

Bamako-Niarela Immeuble Sodies Appartement C/7, Mali

 

 

 

 

RA International Limitada

Mozambique

100%

Distrito KAMPFUMO, Bairro Sommarchield, Rua. Jose Graverinha, no 198,  R/C, Maputo, Mozambique

 

 

 

 

Royal Food Solutions S.A

Mozambique

100%

Distrito Urbano 1, Bairro Central, Rua do Sol, 23  Maputo, Mozambique

 

 

 

 

RA International Niger

Niger

100%

Niamey, Quartier Cite Piudriere, Avenue du Damergou, CI-48, Niger

 

 

 

 

RA Contracting and Facility Management LLC

Qatar

100%

63 Aniza, Doustor St. 905, Salam International, Qatar

 

 

 

 

RA International*

Somalia

100%

Mogadishu, Somalia

 

 

 

 

RA International FZCO

South Sudan

100%

Plot no. 705, Block 3-K South, , Airport Road, Hai Matar  South Sudan

 

 

 

 

Reconstruction and Assistance Company Ltd

Sudan

100%

115 First Quarter Graif west-Khartoum, Kharthoum, Republic of Sudan

 

 

 

 

RA International Limited

Tanzania

100%

369 Toure Drive, Oysterbay, PO Box 62, Dar Es Salaam, Tanzania

 

 

 

 

RA International FZCO

UAE

100%

Office Number S101221O39, Jebel Ali Free Zone, Dubai, United Arab Emirates

 

 

 

 

RA International General Trading LLC

UAE

100%

Building 41, 3B Street, Al Quoz Industrial Area 1, PO Box 115774, Dubai, United Arab Emirates

 

 

 

 

RA SB Ltd.

UAE

100%

RAK International Corporate Centre, Ras Al Khaimah, United Arab Emirates

 

 

 

 

RA International Global Operations Limited

UK

100%

1 Fleet Place, London, EC4M 7WS, United Kingdom

 

 

 

 

RA International Limited

Uganda

100%

4th Floor, Acacia Mall, Plot 14-18, Cooper Road, Kololo, Kampala, Uganda

 

 

 

 

REMSCO Uganda (SMC) Limited

Uganda

100%

4th Floor, Acacia Mall, Plot 14-18, Cooper Road, Kololo, Kampala, Uganda

 

 

 

 

Berkshire General Insurance Limited

United States of America

100%

1 Church Street, 5th Floor, Burlington, Chittenden, Vermont, 05401, United States of America

 

* RA International in Somalia is not an incorporated legal entity.

 

 

9          PROFIT FOR THE PERIOD

 

Profit for the period is stated after charging:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Staff costs

 

19,845

21,775

 

Materials

 

17,571

20,671

 

Depreciation

 

3,731

2,577

 

Holding company expenses

 

1,140

1,048

 

 

 

════════

════════

 

 

Staff costs relate to wages and salaries plus directly attributable expenses.

 

Non-underlying items

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Acquisition costs

 

175

46

 

COVID-19 costs

 

1,433

-

 

Restructuring costs

 

269

-

 

Other share based payments (note 13)

 

1,169

-

 

 

 

────────

────────

 

Total non-underlying items

 

3,046

46

 

 

 

════════

════════

 

 

Acquisition costs

Costs incurred by the Group related to potential corporate acquisitions are expensed as incurred. Acquisition costs mainly comprise professional fees and travel costs.  The acquisition of new companies is not considered to be part of the Groups normal operations, and therefore management has chosen to disclose these costs separately on the basis as that outlined above.

 

COVID-19 costs

These costs were incurred due to the COVID-19 pandemic and almost entirely comprise of incremental staff costs. These incremental staff costs primarily relate to staff salaries paid to employees unable to work due to local lockdowns or international travel restrictions preventing their access to worksites (USD 853,000) and discretionary payments made to employees working throughout the pandemic (USD 388,000). All payments made were non-contracted and at the discretion of executive management. Incremental project costs associated with PPE consumption and COVID-19 testing are also included in this balance (USD 192,000). General inefficiencies experienced as a result of COVID-19 have not been included given the high level of judgement inherent in undertaking this exercise and as a result, continue to be included within cost of sales.

 

Restructuring costs

In 2020, the Group closed two offices in the United Arab Emirates and consolidated all country staff into a larger corporate office (Head Office).  In addition, the Group relocated staff from other geographical locations to Head Office. The Group anticipates the increased centralisation of its project management, support, and administrative functions to both improve executional capabilities through increased communication, and result in cost savings as the Group continues to grow. This restructuring exercise was completed in 2020 and is considered to be non-recurring.

 

Auditor Compensation

Amounts paid or payable by the Group in respect of audit and non-audit services to the Auditor are shown below.

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Fees for the audit of the interim accounts

 

-

25

 

Fees for the audit of the Company annual accounts

 

138

115

 

Fees for the audit of the subsidiary annual accounts

 

72

60

 

Additional fee for the prior year audit of the Group annual accounts

 

45

-

 

 

 

───────

───────

 

Total audit fees

 

255

200

 

 

 

═══════

═══════

 

 

 

 

 

 

Non-audit related services

 

-

54

 

 

 

───────

───────

 

Total non-audit fees

 

-

54

 

 

 

═══════

═══════

 

 

10       EMPLOYEE EXPENSES

 

The average number of employees (including directors) employed during the period was:

 

 

2020

2019

 

 

 

 

 

 

Directors

 

7

7

 

Executive management

 

6

6

 

Staff

 

1,645

1,763

 

 

 

────────

────────

 

 

 

1,658

1,776

 

 

 

════════

════════

 

 

 

The aggregate remuneration of the above employees was:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Wages and salaries

 

18,200

17,466

 

Social security costs

 

95

77

 

Share based payments

 

1,299

31

 

 

 

───────

───────

 

 

 

19,594

17,574

 

 

 

════════

════════

 

 

The remuneration of the Directors and other key management personnel of the Group are detailed in note 30.

 

 

11       TAX

 

The tax charge on the profit for the year is as follows:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

Current tax:

 

 

 

 

UK corporation tax on profit for the year

 

-

-

 

Non-UK corporation tax

 

61

240

 

Adjustment for prior years

 

-

144

 

 

 

───────

───────

 

Tax charge for the year

 

61

384

 

 

 

═══════

═══════

 

 

 

 

 

 

 

Factors affecting the tax charge

The tax assessed for the year varies from the standard rate of corporation tax in the UK. The difference is explained below:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Profit before tax

 

6,627

13,259

 

 

 

───────

───────

 

Expected tax charge based on the standard average rate of corporation tax in the UK of 19% (2019: 19%)

 

1,259

2,519

 

Effects of:

 

 

 

 

Deferred tax asset not recognised

 

102

86

 

Exemptions and foreign tax rate difference

 

(1,300)

(2,365)

 

Adjustment for prior years

 

-

144

 

 

 

───────

───────

 

Tax charge for the year

 

61

384

 

 

 

═══════

═══════

 

 

The main UK corporation tax rate reduced from 20% to the current rate of 19% on 1 April 2017.  The Finance Act 2016 includes legislation to reduce the tax rate further to 17% from 1 April 2020.  This became law when The Finance Act 2016 received Royal Assent on 15 September 2016. Following the budget resolution on 17 March 2020, the main UK corporation tax will remain at 19% from 1 April 2020 (cancelling the enacted cut to 17%) therefore a rate of 19% as been applied.

 

The Group benefits from tax exemptions granted to its customers who are predominantly governments and large intragovernmental organisations, as well as zero corporate tax rates in certain countries of operation. The CODM is not aware of any factors that indicate the tax rates in these countries will materially change in future periods or that tax exemptions granted will no longer be available to the Group.

 

 

12       EARNINGS PER SHARE

 

The Group presents basic earnings per share (EPS) data for its ordinary shares.  Basic EPS is calculated by dividing the profit attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

 

 

 

2020

2019

 

 

 

 

 

 

Profit for the period (USD'000)

 

6,566

12,875

 

 

 

 

 

 

Basic weighted average number of ordinary shares

 

172,451,137

173,575,741

 

Effect of employee share options

 

1,407,232

-

 

 

 

───────

───────

 

Diluted weighted average number of shares

 

173,858,369

173,575,741

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (cents)

 

3.8

7.4

 

Diluted earnings per share (cents)

 

3.8

7.4

 

 

 

═══════

═══════

 

 

 

13       SHARE BASED PAYMENT EXPENSE

 

The Group recognised the following expenses related to equity-settled payment transactions:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Performance share plan

 

31

31

 

Employee retention share plan

 

99

-

 

Other share based payments

 

1,169

-

 

 

 

───────

───────

 

 

 

1,299

31

 

 

 

═══════

═══════

 

 

Performance Share Plan

On Admission, the Company introduced a Performance Share Plan ("PSP") whereby options may be granted to eligible employees. Awards vest after a performance period of 3 years subject to continuous employment and the achievement of a hurdle total shareholder return ("TSR") as at the end of the performance period. 

 

Employee Retention Share Plan

In October 2020, the Company introduced an Employee Retention Share Plan ("ERSP") and granted share options to a number of senior employees. Awards vest annually subject to continuous employment. There are no TSR linked vesting conditions associated with these options.

 

At 31 December, the following unexercised share options to acquire ordinary shares under the PSP and ERSP were outstanding:

 

Year of Grant

Share Plan

Vesting Date

Exercise

Number of

Number of

 

 

 

price

options

options

 

 

 

GBP

2020

2019

 

 

 

 

 

 

2018

PSP

29 June 2021

0.10

2,065,216

2,826,085

 

 

 

 

 

 

2020

ERSP

1 May 2021

0.10

291,054

-

 

ERSP

1 May 2022

0.10

582,108

-

 

ERSP

1 May 2023

0.10

873,162

-

 

 

 

 

────────

────────

 

 

 

 

3,811,540

2,826,085

 

 

 

 

════════

════════

 

 

 

 

Weighted

 

Weighted

 

 

average

 

average

 

Number of

exercise

Number of

exercise

 

options

price

options

price

 

2020

2020

2019

2019

 

 

GBP

 

GBP

 

 

 

 

 

Outstanding at 1 January

2,826,085

0.10

2,826,085

0.10

 

 

 

 

 

Granted during the year

1,843,047

0.10

-

-

Forfeited during the year

(857,592)

0.10

-

-

 

────────

────────

────────

────────

Outstanding at 31 December

3,811,540

0.10

2,826,085

0.10

 

════════

════════

════════

════════

 

 

Options issued under the PSP were valued using the Monte Carlo Simulation model using the following inputs:

 

Weighted average share price

 

 

56p (USD 0.74)

 

 

 

 

 

 

 

 

Expected volatility

 

 

10.10%

 

 

 

 

 

 

 

 

Risk free rate

 

 

1.24%

 

 

 

This method is considered to be the most appropriate for valuing options granted under schemes where there are changes in performance conditions by which the options are measured, such as for TSR based awards. The fair value of the options at the grant date was USD 96,000 and a charge of USD 31,000 (2019: USD 31,000) was recognised in administrative expenses for the fiscal year ended 2020.

 

Options issued under the ERSP were valued using the Black Scholes model using the following inputs:

 

Weighted average share price

 

 

49p (USD 0.64)

 

 

 

 

 

 

 

 

Expected volatility

 

 

49.70%

 

 

 

 

 

 

 

 

Risk free rate

 

 

0.00%

 

 

 

The fair value of the options at the grant date was USD 722,000. A charge of USD 35,000 (2019: nil) was recognised in cost of sales and USD 64,000 (2019: nil) was recognised in administrative expenses for the fiscal year ended 2020.  The expected volatility input utilised represents the historic volatility of the share price of the Company since Admission.

 

Other Share Based Payments

On 19 October 2020, the Company agreed to issue a total of 1,840,449 restricted Ordinary Shares (the "Restricted Shares") to senior members of staff, including certain persons discharging managerial responsibilities. The Restricted Shares are subject to a six month lock-in from the date of issue, during which they cannot be sold or transferred. Ordinary Shares issued pursuant to the award of the Restricted Shares were satisfied from the pool of Ordinary Shares held in Treasury. The fair value of the shares on the grant date was GBP 0.49 (USD 0.64) per share. A charge of USD 1,169,000 (2019: nil) was recognised as a non-underlying item given the non-reoccurring nature of this transaction and since the discretionary awards are not part of the formal share based payment performance plan of the Company. 

 

Warrants

On Admission, in exchange for brokerage services provided to the Company during its IPO, the Company issued a warrant instrument granting its primary broker the right to subscribe for 671,514 ordinary shares of the Company. The warrants are exercisable for five years from the date of Admission at a subscription price of GBP 0.728 (USD 0.923) per ordinary share. They are non-transferrable and are subject to typical anti-dilution rights to adjust on a proportional basis for share consolidations, share splits and stock dividends.  The Company used the Black-Scholes model to value the warrants at the grant date. The fair value of the warrants is nil.

 

 

14       DIVIDENDS

 

During the period, a dividend of 1.25 pence (USD 0.02) per share (173,575,741 shares) totalling GBP 2,170,000 (USD 2,674,000) was declared and paid (2019: 1 pence (USD 0.01) per share (173,575,741 shares) totalling GBP 1,736,000 (USD 2,203,000)).

 

 

15       ALTERNATIVE PERFORMANCE MEASURES

 

APMs used by the Group are defined below along with a reconciliation from each APM to its IFRS equivalent, and an explanation of the purpose and usefulness of each APM. APMs are non-IFRS measures.

 

In general, APMs are presented externally to meet investors' requirements for further clarity and transparency of the Group's financial performance. APMs are also used internally by management to evaluate business performance and for budgeting and forecasting purposes.

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Profit

 

6,566

12,875

 

Tax expense

 

61

384

 

 

 

───────

───────

 

Profit before tax

 

6,627

13,259

 

Finance costs

 

970

675

 

Investment income

 

(278)

(294)

 

 

 

───────

───────

 

Operating profit

 

7,319

13,640

 

Non-underlying items

 

3,046

46

 

 

 

───────

───────

 

Underlying operating profit

 

10,365

13,686

 

Share based payment expense

 

130

31

 

Depreciation

 

3,731

2,577

 

 

 

───────

───────

 

Underlying EBITDA

 

14,226

16,294

 

 

 

═══════

═══════

 

 

Underlying Operating Profit ("UOP")

The Group uses UOP as an alternative measure to Operating Profit to allow comparison of the profitability of its operations across financial periods. UOP is calculated as Operating Profit adjusted for costs which are considered to be unrelated to the Group's underlying trading performance.

 

Underlying Operating Margin is calculated as UOP divided by revenue.

 

Underlying EBITDA

Management defines Underlying EBITDA as Operating Profit adjusted for depreciation, share based payments, and costs which are considered to be unrelated to the Group's underlying trading performance. Underlying EBITDA facilitates comparisons of operating performance from period to period and company to company by eliminating potential differences caused by variations in capital structures, tax positions and the age and booked depreciation on assets. The Group has introduced this APM in the current year for the reasons stated above.

 

Underlying EPS

Underlying EPS reflects underlying operating profit after deducting net finance costs and taxation, divided by the weighted average number of ordinary shares outstanding during the period. This alternative measure of EPS enables shareholder return from the underlying business operations to be better evaluated across periods.

 

 

 

2020

2019

 

 

 

cents

cents

 

 

 

 

 

 

Reported EPS, basic

 

3.8

7.4

 

Impact of non-underlying items

 

1.8

-

 

Underlying EPS, basic

 

5.6

7.4

 

 

 

═══════

═══════

 

 

 

 

 

 

Reported EPS, diluted

 

3.8

7.4

 

Impact of non-underlying items

 

1.7

-

 

Underlying EPS, diluted

 

5.5

7.4

 

 

 

═══════

═══════

 

 

Net Cash

Net cash represents cash less overdraft balances, term loans and notes outstanding. This is a commonly used metric, helpful to stakeholders when analysing the business.

 

16       PROPERTY, PLANT, AND EQUIPMENT

 

 

Right-of-use

 

Machinery,

 

 

 

assets

 

motor

 

 

 

-

 

vehicles,

 

 

 

Land and

Land and

furniture and

Leasehold

 

 

buildings

buildings

equipment

improvements

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Cost:

 

 

 

 

 

  At 1 January 2020

3,375

16,605

14,892

471

35,343

  Additions

1,768

22,372

1,206

872

26,218

  Disposals

-

(4)

(601)

(151)

(756)

 

────────

────────

────────

────────

────────

  At 31 December 2020

5,143

38,973

15,497

1,192

60,805

 

────────

────────

────────

────────

────────

 

 

 

 

 

 

Depreciation:

 

 

 

 

 

  At 1 January 2020

940

1,475

4,290

122

6,827

  Charge for the year

675

961

2,030

65

3,731

  Relating to disposals

-

(4)

(566)

(69)

(639)

 

────────

────────

────────

────────

────────

  At 31 December 2020

1,615

2,432

5,754

118

9,919

 

────────

────────

────────

────────

────────

 

 

 

 

 

 

Net carrying amount:

 

 

 

 

 

  At 31 December 2020

3,528

36,541

9,743

1,074

50,886

 

════════

════════

════════

════════

════════

 

 

 

Right-of-use

 

Machinery,

 

 

 

assets

 

motor

 

 

 

-

 

vehicles,

 

 

 

Land and

Land and

furniture and

Leasehold

 

 

buildings

buildings

equipment

improvements

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Cost:

 

 

 

 

 

  At 1 January 2019

2,814

9,605

10,515

451

23,385

  Additions

561

7,288

5,090

20

12,959

  Disposals

-

(288)

(713)

-

(1,001)

 

────────

────────

────────

────────

────────

  At 31 December 2019

3,375

16,605

14,892

471

35,343

 

────────

────────

────────

────────

────────

 

 

 

 

 

 

Depreciation:

 

 

 

 

 

  At 1 January 2019

585

888

3,233

55

4,761

  Charge for the year

355

606

1,549

67

2,577

  Relating to disposals

-

(19)

(492)

-

(511)

 

────────

────────

────────

────────

────────

  At 31 December 2019

940

1,475

4,290

122

6,827

 

────────

────────

────────

────────

────────

 

 

 

 

 

 

Net carrying amount:

 

 

 

 

 

  At 31 December 2019

2,435

15,130

10,602

349

28,516

 

════════

════════

════════

════════

════════

 

During the year, capitalised interest of USD 136,000 was included in Land and Buildings (2019: nil), representing 100% of borrowing costs.

 

Information related to lease liabilities is available in note 24.

 

The table below indicates the rents resulting from lease contracts which are not capitalised and are therefore expensed in the year.

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Short-term leases

 

1,112

1,599

 

 

 

════════

════════

 

 

Short-term leases include amounts paid for vehicles and heavy equipment rental, as well as short-term property leases.

 

 

17       GOODWILL

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

As at 1 January

 

138

-

 

Acquisitions

 

-

138

 

 

 

───────

───────

 

As at 31 December

 

138

138

 

 

 

═══════

═══════

 

 

 

18       INVENTORIES

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Materials and consumables

 

8,166

4,839

 

Goods-in-transit

 

976

1,339

 

 

 

───────

───────

 

 

 

9,142

6,178

 

 

 

═══════

═══════

 

 

There was no write down to NRV made in relation to inventory as at 31 December 2020 (2019: nil).

 

 

19       TRADE AND OTHER RECEIVABLES

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Trade receivables

 

7,319

10,820

 

Accrued revenue

 

2,410

10,916

 

Deposits

 

116

221

 

Prepayments

 

1,021

1,381

 

Other receivables

 

1,800

1,182

 

 

 

───────

───────

 

 

 

12,666

24,520

 

 

 

═══════

═══════

 

 

Invoices are generally raised on a monthly basis, upon completion, or part completion of performance obligations as agreed with the customer on a contract by contract basis.

 

During the year 100% of accrued revenue was subsequently billed and transferred to trade receivables from the opening unbilled balance in the period (2019: 100%).

 

As at 31 December the transaction price allocated to remaining performance obligations was USD 187,000,000 (2019: USD 141,000,000). This represents revenue expected to be recognised in subsequent periods arising on existing contractual arrangements. The Group has not taken the practical expedient in IFRS 15.121 not to disclose information about performance obligations that have original expected durations of one year or less and therefore no consideration from contracts with customers is excluded from these amounts. All revenue is expected to be recognised within the next 5 years.

 

As at 31 December the ageing of trade receivables was as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Not past due

 

5,184

7,396

 

Overdue by less than 30 days

 

938

1,058

 

Overdue by between 30 and 60 days

 

653

1,383

 

Overdue by more than 60 days

 

544

983

 

 

 

───────

───────

 

 

 

7,319

10,820

 

 

 

═══════

═══════

 

 

Trade receivables are non-interest bearing and generally have payment terms of 30 days.  No ECL was recorded as at 31 December 2020 (2019: nil) and all receivables are expected, on the basis of past experience, to be fully recoverable.

 

 

20       CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents in the consolidated statement of financial position comprised of cash at bank of USD 17,632,000 (2019: USD 21,393,000).

 

 

21       SHARE CAPITAL

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Authorised, issued and fully paid

 

 

 

 

173,575,741 shares (2019: 173,575,741 shares) of GBP 0.10 (2019: GBP 0.10) each

 

24,300

24,300

 

 

 

═══════

═══════

 

 

 

 

 

 

 

 

22       TREASURY SHARES

 

 

2020

2020

2019

2019

 

Number

USD'000

Number

USD'000

 

 

 

 

 

As at 1 January

-

-

-

-

Acquired in the period

3,868,000

2,600

-

-

Issued in the period (note 13)

(1,840,449)

(1,237)

-

-

 

───────

───────

───────

───────

As at 31 December

2,027,551

1,363

-

-

 

═══════

═══════

═══════

═══════

 

 

23       LOAN NOTES

 

The table below summarises the loan notes:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

As at 1 January

 

-

-

 

Additions

 

6,471

-

 

 

 

───────

───────

 

As at 31 December

 

6,471

-

 

 

 

═══════

═══════

 

 

 

 

 

 

Current

 

-

-

 

Non-current

 

6,471

-

 

 

During the year loan notes were issued to retail investors. These notes carry an annual fixed interest rate of 7.00% (2019: nil) for GBP denominated notes and 7.50% (2019: nil) for USD denominated notes. The term of the note issuance is 24 months with principal to be repaid as a bullet payment upon maturity. Interest is paid on a quarterly basis, semi-annual basis, or at maturity, at the option of the investor. At 31 December 2020, USD 387,000 (2019: nil) was included in Other Receivables relating to loan notes committed but where cash was not yet received This cash was received shortly after year-end.

 

 

24       LEASE LIABILITIES

 

Movements in the provision recognised in the consolidated statement of financial position are as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

As at 1 January

 

2,834

2,643

 

Additions

 

1,768

561

 

Interest

 

533

493

 

Payments

 

(1,097)

(863)

 

 

 

───────

───────

 

As at 31 December

 

4,038

2,834

 

 

 

═══════

═══════

 

 

 

 

 

 

Current

 

318

437

 

Non-current

 

3,720

2,397

 

 

Interest of USD 533,000 (2019: USD 493,000) relating to the above lease liabilities has been included in Finance Costs for the year.

 

As at 31 December the maturity profile of lease liabilities was as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

3 months or less

 

92

332

 

3 to 12 months

 

226

105

 

1 to 5 years

 

2,000

795

 

Over 5 years

 

1,720

1,602

 

 

 

───────

───────

 

 

 

4,038

2,834

 

 

 

═══════

═══════

 

 

The Group had total cash outflows relating to leases of USD 2,209,000 in 2020 (2019: USD 2,462,000). This is the total of short-term lease payments from note 16 and payments from note 24.

 

 

25       EMPLOYEES' END OF SERVICE BENEFITS

 

Movements in the provision recognised in the consolidated statement of financial position are as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

As at 1 January

 

391

350

 

Provided during the year

 

209

174

 

End of service benefits paid

 

(83)

(133)

 

 

 

───────

───────

 

As at 31 December

 

517

391

 

 

 

═══════

═══════

 

 

 

26       TRADE AND OTHER PAYABLES

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Accounts payable

 

5,163

5,342

 

Accrued expenses

 

1,931

1,705

 

Accrued tax expense

 

182

150

 

Customer advances

 

88

840

 

 

 

───────

───────

 

 

 

7,364

8,037

 

 

 

═══════

═══════

 

 

All customer advances recorded at 31 December 2019 were subsequently recognised as revenue in 2020 and all customer advances held at 31 December 2020 were subsequently recognised as revenue in 2021.

 

27       CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

 

 

1 January

 

 

 

31 December

 

2020

Cash flows

New leases

Other

2020

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

  Loan notes

-

6,084

-

387

6,471

  Lease liabilities

2,397

-

1,642

(319)

3,720

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

  Loan notes

-

-

-

-

-

  Lease liabilities

437

(1,097)

126

852

318

 

────────

────────

────────

────────

────────

 

2,834

4,987

1,768

920

10,509

 

════════

════════

════════

════════

════════

 

 

1 January

 

 

 

31 December

 

2019

Cash flows

New leases

Other

2019

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

  Loan notes

-

-

-

-

-

  Lease liabilities

2,532

-

301

(436)

2,397

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

  Loan notes

-

-

-

-

-

  Lease liabilities

111

(863)

260

929

437

 

────────

────────

────────

────────

────────

 

2,643

(863)

561

493

2,834

 

════════

════════

════════

════════

════════

 

The 'Other' column includes the effect of reclassification of non-current portion of leases to current due to the passage of time, the effect of contracted loan note amounts not yet received, and the effect of accrued interest not yet paid.

 

 

28       FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

 

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group was not exposed to any significant interest rate risk on its interest-bearing liabilities.

 

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the Group's operating activities when revenue or expenses are denominated in a different currency from the Group's functional currency, as well as cash and cash equivalents held in foreign currency accounts.

 

At 31 December 2020, the Group held foreign cash and cash equivalents of GBP 2,270,000 (USD 3,099,000). Additionally, the Group held GBP denominated loans of GBP 982,000 (USD 1,341,000). UK pound sterling is primarily held by the Group to settle payment obligations denominated in GBP. As at 31 December 2019, the Group held GBP 2,040,000 (USD 2,689,000) and had nil GBP denominated loans.

 

The Group's exposure to foreign currency variances for all other currencies is not material.

 

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group is exposed to credit risk on its bank balances and receivables.

 

The Group seeks to limit its credit risk with respect to banks by only dealing with reputable banks as determined by the CODM and with respect to customers by only dealing with creditworthy customers and continuously monitoring outstanding receivables. The Company's 5 largest customers account for 54% of outstanding accounts receivable at 31 December 2020 (2019: 73%).

 

Receivables split by customer

 

 

2020

2019

 

 

 

%

%

 

 

 

 

 

 

Customer D

 

16

2

 

Customer E

 

15

-

 

Customer B

 

14

12

 

Customer F

 

12

9

 

Customer A

 

7

31

 

Customer C

 

3

29

 

Other

 

33

17

 

 

 

───────

───────

 

 

 

100

100

 

 

 

═══════

═══════

 

 

 

No material credit risk is deemed to exist due to the nature of the Group's customers, who are predominantly governments and large intragovernmental organisations.

 

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group limits its liquidity risk by ensuring bank facilities are available.

 

The Group's terms of sale generally require amounts to be paid within 30 days of the date of sale. Trade payables are settled depending on the supplier credit terms, which are generally 30 days from the date of delivery of goods or services.

 

As at 31 December the maturity profile of trade payables and loan notes was as follows:

 

As at 31 December 2020

 

 

 

 

 

 

Less than

3 to 12

3 to 12

12 to 24

 

 

3 months

Months

Months

Months

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Loan notes

-

-

-

6,471

6,471

Trade payable

5,163

-

-

-

5,163

 

────────

────────

────────

────────

────────

 

5,163

-

-

6,471

11,634

 

════════

════════

════════

════════

════════

 

 

As at 31 December 2019

 

 

 

 

 

 

Less than

3 to 12

3 to 12

12 to 24

 

 

3 months

Months

Months

Months

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Loan notes

-

-

-

-

-

Trade payable

5,333

9

-

-

5,342

 

────────

────────

────────

────────

────────

 

5,333

9

-

-

5,342

 

════════

════════

════════

════════

════════

 

 

Liabilities falling due within 12 months are recognised as current on the consolidated statement of financial position. Liabilities falling due after 12 months are recognised as non-current.

 

The unutilised bank overdraft facilities at 31 December 2020 amounted to USD 2,000,000 (2019: USD 2,000,000) and carry interest of 1M LIBOR +3.50% per annum (2019: 1M LIBOR +3.50%).

 

The Group manages its liquidity risk by maintaining significant cash reserves.

 

The Group's cash and cash equivalents balance is substantially all held in institutions holding a Moody's long-term deposit rating of A1 or above.

 

 

Capital management

The primary objective of the Group's capital management is to ensure that it maintains a healthy capital ratio in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it in light of changes in business conditions.

 

No changes were made in the objectives, policies or processes during the year ended 31 December 2020.

 

Capital comprises share capital, share premium, merger reserve, treasury shares, share based payment reserve and retained earnings and is measured at USD 72,074,000 as at 31 December 2020 (2019: USD 69,483,000).

 

 

29       RELATED PARTY DISCLOSURES

 

Related parties represent shareholders, directors and key management personnel of the Group, and entities controlled, jointly controlled, or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group's management.

 

There were no transactions with related parties during the year (2019: nil). No outstanding balances with related parties are included in the consolidated statement of financial position at 31 December 2020 (2019: nil).

 

 

30       COMPENSATION

 

Compensation of key management personnel

The remuneration of key management during the year was as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Short-term benefits

 

1,734

1,628

 

Stock based compensation

 

1,200

31

 

 

 

────────

────────

 

 

 

2,934

1,659

 

 

 

════════

════════

 

 

 

The key management personnel comprise of 6 (2019: 6) individuals. Included in key management personnel are 3 (2019: 3) directors.

 

Compensation of directors

The remuneration of directors during the year was as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Short-term benefits

 

1,312

1,291

 

Stock based compensation

 

340

14

 

 

 

───────

───────

 

 

 

1,652

1,305

 

 

 

═══════

═══════

 

 

 

Highest paid director

The remuneration of the highest paid director during the year was as follows:

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Short-term benefits

 

276

423

 

Stock based compensation

 

340

-

 

 

 

───────

───────

 

 

 

616

423

 

 

 

═══════

═══════

 

 

The amount disclosed in the tables is the amount recognised as an expense during the reporting year related to key management personnel and directors of the Group.

 

 

31       STANDARDS ISSUED BUT NOT YET EFFECTIVE

 

No other standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are expected to have a material impact on the Group.

 

 

COMPANY STATEMENT OF FINANCIAL POSITION

 

 

2020

2019

 

 

Notes

USD'000

USD'000

 

 

 

 

 

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Investments

 

50,047

50,047

 

 

 

───────

───────

 

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

4

8,009

12,675

 

Cash and cash equivalents

 

933

645

 

 

 

───────

───────

 

 

 

8,942

13,320

 

 

 

───────

───────

 

Total assets

 

58,989

63,367

 

 

 

═══════

═══════

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

Equity

 

 

 

 

Share capital

5

24,300

24,300

 

Share premium

 

18,254

18,254

 

Merger reserve

 

9,897

9,897

 

Treasury shares

6

(1,363)

-

 

Share based payment reserve

 

177

47

 

Retained earnings

 

7,578

10,788

 

 

 

───────

───────

 

Total equity

 

58,843

63,286

 

 

 

───────

───────

 

 

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

7

146

81

 

 

 

───────

───────

 

Total equity and liabilities

 

58,989

63,367

 

 

 

═══════

═══════

 

 

 

The Company has taken the exemption conferred by section 408 of the Companies Act 2006 not to publish the profit and loss of the parent company within these accounts. The result for the Company for the year was a loss of USD 536,000 (2019: profit of USD 14,552,000).

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

Share

 

 

 

 

 

 

 

 

Based

 

 

 

Share

Share

 

Merger

Treasury

Payment

Retained

 

 

Capital

Premium

 

Reserve

Shares

Reserve

Earnings

Total

 

USD'000

USD'000

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

 

 

 

As at 1 January 2019

24,300

18,254

 

9,897

-

16

(1,561)

50,906

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

 

-

-

-

14,552

14,552

 

 

 

 

 

 

 

 

 

Share based payments

-

-

 

-

-

31

-

31

 

 

 

 

 

 

 

 

 

Dividends declared and paid

-

-

 

-

-

-

(2,203)

(2,203)

 

───────

───────

 

───────

───────

───────

───────

───────

As at 31 December 2019

24,300

18,254

 

9,897

-

47

10,788

63,286

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

 

-

-

-

(536)

(536)

 

 

 

 

 

 

 

 

 

Share based payments

-

-

 

-

-

130

-

130

 

 

 

 

 

 

 

 

 

Dividends declared and paid

-

-

 

-

-

-

(2,674)

(2,674)

 

 

 

 

 

 

 

 

 

Purchase of treasury shares (note 6)

-

-

 

-

(2,600)

-

-

(2,600)

 

 

 

 

 

 

 

 

 

Issuance of treasury shares (note 6)

-

-

 

-

1,237

-

-

1,237

 

───────

───────

 

───────

───────

───────

───────

───────

As at 31 December 2020

24,300

18,254

 

9,897

(1,363)

177

7,578

58,843

 

═══════

═══════

 

═══════

═══════

═══════

═══════

═══════

 

 

The attached notes 1 to 8 form part of the Financial Statements.

 

 

NOTES TO THE COMPANY FINANCIAL STATEMENTS

For the year ended 31 December 2020

 

1      BASIS OF PREPARATION

 

The financial statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and the Companies Act 2006), including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS101) under the historical cost basis and have been presented in USD, being the functional currency of the Company.

 

The Company has applied a number of exemptions available under FRS 101. Specifically, the requirement(s) of:

 

(a) paragraphs 91-99 of IFRS 13 Fair Value Measurement;

(b) paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of paragraph 79(a)(iv) of IAS 1;

(c)  paragraphs 10(d), 10(f), and 134-136 of IAS 1 Presentation of Financial Statements;

(d) IAS 7 Statement of Cash Flows;

(e)  30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

(f)  17 of IAS 24 Related Party Disclosures and IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member: and

(g)  paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

 

 

2      SIGNIFICANT ACCOUNTING POLICIES

 

Except noted below, all accounting policies applied to the Company are consistent with that of the Group.

 

Investments

Investments held by the company are stated at cost less provision for diminution in value.

 

 

3      EMPLOYEE EXPENSES

 

The average number of employees employed during the period was:

 

 

2020

2019

 

 

 

 

 

 

Directors

 

7

7

 

 

 

════════

════════

 

 

The aggregate remuneration of the above employees was:

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Wages and salaries

 

410

400

 

Social security costs

 

46

45

 

 

 

───────

───────

 

 

 

456

445

 

 

 

═══════

═══════

 

 

 

4      TRADE AND OTHER RECEIVABLES

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Prepayments

 

83

27

 

Due from subsidiary

 

7,878

12,636

 

VAT recoverable

 

48

12

 

 

 

───────

───────

 

 

 

8,009

12,675

 

 

 

═══════

═══════

 

 

Amounts due from subsidiary represent amounts due from RA International FZCO, an immediate subsidiary, and are non-interest bearing and payable on demand.

 

 

5      SHARE CAPITAL

 

 

2020

2020

2019

2019

 

Number

USD'000

Number

USD'000

Authorised, issued, and fully paid:

 

 

 

 

Ordinary shares of GBP 0.10 each

173,575,741

24,300

173,575,741

24,300

 

════════

════════

════════

════════

 

 

6      TREASURY SHARES

 

 

2020

2020

2019

2019

 

Number

USD'000

Number

USD'000

 

 

 

 

 

As at 1 January

-

-

-

-

Acquired in the period

3,868,000

2,600

-

-

Issued in the period

(1,840,499)

(1,237)

-

-

 

────────

────────

────────

────────

As at 31 December

2,027,501

1,363

-

-

 

════════

════════

════════

════════

 

 

7      TRADE AND OTHER PAYABLES

 

 

 

2020

2019

 

 

 

USD'000

USD'000

 

 

 

 

 

 

Trade payables

 

44

19

 

Accruals

 

102

62

 

 

 

───────

───────

 

 

 

146

81

 

 

 

═══════

═══════

 

 

 

8      RELATED PARTY TRANSACTIONS

 

The Directors have taken advantage of the exemption under paragraph 8(j) and 8(k) of FRS101 and have not disclosed transactions with other wholly owned group undertakings. There are no other related party transactions.

 

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