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Mincon Group Plc (MCON)

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Monday 14 March, 2022

Mincon Group Plc

Final Results

RNS Number : 5546E
Mincon Group Plc
14 March 2022
 

 

Mincon Group plc

("Mincon" or the "Group")

 

2021 Full Year Financial Results

 

Mincon Group plc (Euronext: MIO; AIM: MCON), the Irish engineering group specialising in the design, manufacture, sale and servicing of rock drilling tools and associated products, announces its results for the year ended 31 December 2021.

 

 

 

 

Percentage

change in

period

 

 

 

2021

2020

Product revenue:

€'000

€'000

 

Sale of Mincon product

118,802

108,556

+9.4%

Sale of third-party product

25,560

21,347

+19.7%

Total revenue

144,362

129,903

+11.1%

Gross profit

48,763

45,717

+6.7%

EBITDA

25,212

24,731

+1.9%

Profit before tax

17,828

17,069

+4.4%

 

Financial highlights

 

· Growth in revenues of 11.1% in 2021 over 2020.

8% like-for-like revenue growth, including growth across all industries (mining, construction and waterwell/geothermal)

Strong H2 performance, with revenue growth of 19% on H2 2020 as the production challenges imposed by the COVID-19 pandemic eased.

· Gross margin for 2021 of 33.8% (2020: 35.2%) reflected higher freight costs and input cost inflation in the period, as well as an increase in the sale of third-party product to compensate for supply chain disruptions. Price increases were prudently implemented to pass on cost increases, with further price increases planned for Q1 2022

· EBITDA of €25.2 million, an increase of 1.9% on 2020

· Final dividend of 1.05c per ordinary share recommended, taking the total dividend for 2021 to 2.10c per ordinary share (2020: 2.10c per ordinary share)

 

Operational highlights

· Successfully managed the logistical and material availability challenges resulting from the pandemic, building inventory levels to maintain product availability and strong service levels for customers

· Completion of two acquisitions in 2021, adding IP in subsea drilling and distribution in eastern Canada

· Successful on-site testing of the hydraulic Greenhammer product and large diameter hammer system on site in Australia and Malaysia respectively. Greenhammer achieved outstanding results and the Group is determining the most appropriate commercialisation route for this product

· Disruptive Technology Innovation Fund award to a Mincon-led consortium involved in developing a certified anchor foundation solution for the offshore wind industry

 

Current trading and outlook

· Our order books for 2022 remain healthy as the markets remain strong. We are passing on inflationary manufacturing cost, such as increases in energy cost, through price increases to customers. The Group continues with the momentum from H2 2021 into 2022.

 

 

 

Joe Purcell, Chief Executive Officer, commenting on the results, said:

 

We are very pleased to report growth in revenue and profitability in 2021, following what was another year characterised by challenging and uncertain market conditions due to the COVID-19 pandemic.

 

The start of the year was particularly challenging due to the impact of the pandemic, but we worked hard to mitigate the impact by adapting our operations to suit the variable conditions. While strict COVID-19 health measures remained in place through the year in some areas, such as Western Australia, we still delivered a strong performance for the year, particularly in H2 where gross profits rose 16% on H2 2020.

 

Revenues

 

The Group continued its path of revenue growth during the year across all our industries and finished the year ahead of 2020 revenue by 11%, with 8% of this organically and 3% through contribution from acquisitions. Our strongest growth was in the mining industry where our organic revenue grew by 16%. We had fewer large construction supply contracts in 2021 versus 2020, however we achieved growth in smaller supply contracts in Europe and the Americas which drove overall revenue growth in the construction industry of 7%. The Waterwell/geothermal industry recovered somewhat from the COVID-19 impacts experienced in 2020 and the Group took the opportunity to recover some lost ground and grew revenue across our regions by 5% in the industry in 2021.

 

Profitability

 

As previously reported, the areas of procurement and logistics presented challenges during the period in terms of material availability, raw material price increases, higher freight costs and longer transit times (for example, we observed trans-ocean freight transit times roughly doubling in 2021). As a result, we chose to increase inventory levels of both raw materials and finished goods to ensure we maintain continued strong service to our customers who use our products for business-critical operations.

 

Supply chain challenges and increases in raw material prices had an impact on our margins during the year, along with additional operational costs brought about by the on-going pandemic. For instance, our overall manufacturing freight cost increased by 18%. We were also compelled to purchase local non-Mincon products to fulfil our customer requirements when Mincon manufactured products were subject to freight interruptions at seaports, and this also impacted our gross margin in 2021. We have passed on price increases to customers to offset increases in manufacturing and delivery costs, but only when it was considered appropriate to do so. Despite these challenges, we were able to maintain profit growth and finished the year 1.4% ahead of prior year profit after tax.

 

Our strong regional management structure and global coverage reduced the potential impact of COVID-19 on the business and has meant that we can continue to operate with minimal cross-regional travel. We are keeping this situation under review, and provided that the global situation continues in the current positive direction, we intend to ease our restrictions on travel. It is important to note that we will control travel expenditure carefully and continue to leverage the strength of our global organisation and regional hub structure.

 

Product Development

 

The pandemic impacted product development throughout 2021. However, we achieved some important milestones towards the end of the year:

 

· Greenhammer - Our hydraulic Greenhammer ran successfully on our own Mincon rig at a major open pit iron ore mine in north-western Australia during the year. Stringent COVID-19 restrictions in Western Australia materially curtailed our ability to put the outstanding results, in terms of penetration rate increases and reliability, to commercial use. As a result, and subject to pandemic restrictions easing in Western Australia, we are working on alternative routes to commercialising this transformational opportunity for the Group and the hard rock surface mining industry. It is important to note that protecting our hard-earned IP will be at the forefront of any agreements that we commit to.

 

·   Large diameter hammer system - Another testing success was the drilling that was carried out in Malaysia with our new large diameter hammer system to drill 1750mm diameter rock socket friction piles. We believe that these are the largest holes ever drilled with a single hammer. While we need to drill more metres using the system, the performance, which is several times faster than the existing technology, gives us great encouragement. We believe that there is great potential for this product globally as the preferred method for drilling large diameter construction piles more efficiently.

 

Another important milestone during the year was the Disruptive Technology Innovation Fund award to a Mincon-led consortium involved in developing a certified anchor foundation solution for the offshore wind industry. We have made good progress on this project with our consortium partners, Subsea Micropiles, University of Limerick and University College Dublin. One of the key aspects of the project is the self-drilling seawater powered micropile anchor that we have designed in Mincon. A small-scale prototype has been test drilled onsite at the Shannon plant and we are continuing to refine this. We are also working with our partners to develop a seabed drill rig as part of an overall system to drill, load test and certify anchor installations at an offshore test site. The future global requirement for offshore wind power is well chronicled and we believe this provides a very attractive future market for Mincon.

Acquisitions

 

An important contributor towards our development of the seabed drill rig has been Hammer Drilling Rigs ("HDR"), a specialist in the supply of hard rock drilling attachments based in the USA. HDR has a specialism in drill mast attachments to heavy equipment that is used in a variety of applications, including the installation of anchor points for solar field projects. In January 2021, Mincon acquired the intellectual property including the knowledge and skillsets that the HDR team brings from designing and developing bespoke rigs for terrestrial applications. This has been, and will continue to be, very important in our subsea rig development.

 

There is also a growing interest in and growing order book for the rigs and masts produced by Hammer Drilling Rigs for terrestrial applications such as construction and solar field applications, which will complement the consumable range that we already have within the Group. We are very happy with the successful integration of the engineering and production teams into our facility in Benton, and we believe that the product range has a bright future within the Group.

 

In July 2021, we acquired Attakroc, a distribution company. Which has contributed positively to our revenue and profitability since joining the Group. The strong customer service ethos that the Attakroc team has brought will serve us well in our efforts to grow our market share in the three industries that the Group serves today in eastern Canada.

 

We paid a total of €3 million in 2021 to bring businesses into the Group, which is inclusive of 2021 acquisitions, non-business combinations and historical acquisitions.

 

Post year-end, in January 2022, we completed the acquisition of Spartan Drill Tools, based in Fruita Colorado, which produces high quality drill pipes and related products. This strategic acquisition introduces this capability into the Americas region to further strengthen our full package offering for the mining, construction, and waterwell/geothermal markets. An important aspect of this acquisition is that we can integrate certain aspects of drill pipe manufacturing with available capacity and skillsets that we already have in Benton to generate efficiencies and hence improve our margins.

 

Sustainability

 

Our engineering focus on the efficiency of the products that we manufacture means that we have always sought to minimise our carbon footprint. This is more obvious on projects such as Greenhammer and will be further emphasised by our move into renewables with solar energy and offshore wind installations. We are also increasing production efficiencies and are investing in new technologies in this area to further reduce our impact on the environment. We are in the process of conducting a detailed review of our carbon emissions and will be reporting on this and associated reduction targets in the first half of 2022.

 

As a truly global Group, we are embedded in a wide range of cultures and communities across our operations and markets. As a significant employer in these communities, Mincon has a meaningful role to play in these societies and we are committed to increasing opportunities for our employees as well as the wider communities.

As with the carbon emissions project, we will be reporting on Corporate Social Responsibility (CSR) initiatives, on our website, in a more formal manner in the coming year to reflect our continued commitment to the communities in which we operate.

 

Dividend

 

The Board of Mincon Group plc is recommending the payment of a full year dividend for the year ended 31 December 2021 in the amount of €0.0105 (1.05 cent) per ordinary share, which will be subject to approval at the Annual General Meeting of the Company in May 2022. Subject to Shareholder approval at the Company's annual general meeting, the final dividend will be paid on 17 June 2022 to Shareholders on the register at the close of business on 27 May 2022.

 

 

Concluding Comments

 

Since our IPO in 2013, we have been on a journey that has filled out our product offering so that we can now supply a full range of consumables to the mining, construction, and waterwell/geothermal markets. Our engineering capacity has been transformed by adding to our team through acquisition and strategic hiring.

 

Our desire to focus on efficiency through ambitious product development projects that have challenged us, but which are now poised to deliver, has built a knowledge base and honed our abilities. These engineering skillsets can now be deployed for new product development in existing markets as well as new areas such as our move into the renewables space.

 

Our increased manufacturing capacity, combined with the global spread of our factories and customer service centres, means that we have created a platform for future growth. Of course, we remain cognisant of the challenges that the COVID-19 pandemic still presents, and we will endeavour to mitigate the effect on our people. On that note I wish to thank our Board and investors for their continued support, and all my colleagues for their work, vigilance and perseverance through these challenging times and look forward to better days ahead.

 

 

 

 

ENDS

14 March 2022

 

For further information, please contact:

 

Mincon Group plc

Tel: +353 (61) 361 099

Joe Purcell  CEO

 

Mark McNamara CFO

 

 

 

Davy Corporate Finance (Nominated Adviser, Euronext Growth Adviser and Joint Broker)

Tel: +353 (1) 679 6363

Anthony Farrell

 

Daragh O'Reilly

 

 

 

Shore Capital (Joint Broker)

Tel: +44 (0) 20 7408 4090

Malachy McEntyre

 

Mark Percy

 

Daniel Bush

 

 

 

Consolidated Income Statement for the year ended 31 December 2021

 

 

 

 

 

 

 

 

 

 

 

Notes

 

2021

€'000

 

2020

€'000

Continuing operations

 

 

 

Revenue

  4

144,362

129,903

Cost of sales

  6

(95,599)

(84,186)

Gross profit

 

48,763

45,717

Operating costs

  6

(30,656)

(27,468)

Operating profit

 

18,107

18,249

Finance costs

  7

(927)

(857)

Finance income

 

20

42

Foreign exchange gain/(loss)

 

630

(376)

Movement on deferred consideration

23

(2)

11

Profit before tax

 

17,828

17,069

Income tax expense

11

(3,228)

(2,683)

Profit for the period

 

14,600

14,386

 

 

 

 

Profit attributable to:

 

 

 

- owners of the Parent

 

14,600

14,221

- non-controlling interests

19

-

165

Earnings per Ordinary Share

 

 

 

Basic earnings per share,

    21

6.87

6.72

Diluted earnings per share,

21

6.69

6.57

 

The accompanying notes are an integral part of these financial statements.

 

Consolidated Statement of Comprehensive Income for the year ended 31 December 2021

 

 

 

2021

2020

 

€'000

€'000

Profit for the year

14,600

14,386

Other comprehensive loss:

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

Foreign currency translation - foreign operations

2,865

(4,165)

Other

-

156

Other comprehensive income/(loss) for the year

2,865

(4,009)

Total comprehensive income for the year

17,465

10,377

Total comprehensive income attributable to:

 

 

- owners of the Parent

17,465

10,212

- non-controlling interests

-

165

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

Consolidated Statement of Financial Position as at 31 December 2021

 

 

 

 

 

 

 

 

 

2021

2020

 

 

Notes

€'000

€'000

 

 

 

 

 

Non-Current Assets

 

 

 

 

Intangible assets and goodwill

 

12

40,157

36,987

Property, plant and equipment

 

13

50,660

45,820

Deferred tax asset

 

11

1,075

1,093

Total Non-Current Assets

 

 

91,892

83,900

Current Assets

 

 

 

 

Inventory and capital equipment

 

14

63,050

53,017

Trade and other receivables

 

15a

25,110

20,640

Prepayments and other current assets

 

15b

8,822

4,186

Current tax asset 

 

 

521

311

Cash and cash equivalents

 

23

19,049

17,045

Total Current Assets

 

 

116,552

95,199

Total Assets

 

 

208,444

179,099

 

 

 

 

 

Equity

 

 

 

 

Ordinary share capital

 

20

2,125

2,117

Share premium

 

 

67,647

67,647

Undenominated capital

 

 

39

39

Merger reserve

 

 

(17,393)

(17,393)

Share based payment reserve

 

 

2,695

2,259

Foreign currency translation reserve

 

 

(5,168)

(8,033)

Retained earnings

 

 

94,207

86,300

Total Equity

 

 

  144,152

  132,936

 

 

 

 

 

Non-Current Liabilities

 

 

 

 

Loans and borrowings

 

18

23,265

14,789

Deferred tax liability

 

11

1,622

1,832

Deferred consideration

 

23

4,224

4,723

Other liabilities

 

 

852

503

Total Non-Current Liabilities

 

 

29,963

21,847

Current Liabilities

 

 

 

 

Loans and borrowings

 

18

11,205

6,822

Trade and other payables

 

16

15,683

10,457

Accrued and other liabilities

 

16

6,027

5,529

Current tax liability

 

 

1,414

1,508

Total Current Liabilities

 

 

34,329

24,316

Total Liabilities

 

 

64,292

46,163

Total Equity and Liabilities

 

 

208,444

179,099

 

The accompanying notes are an integral part of these financial statements.  

 

On behalf of the Board:

 

 

 

Hugh McCullough  Joseph Purcell

Chairman  Chief Executive Officer 

 

Consolidated Statement of Cash Flows for the year ended 31 December 2021

 

 

 

 

 

 

 

 

2021

2020

 

Notes

€'000

€'000

Operating activities:

 

 

 

Profit for the period

 

14,600

14,386

Adjustments to reconcile profit to net cash provided by operating activities:

 

 

 

Depreciation

13

7,105

6,482

Amortisation of intangible assets

12

105

-

Fair value movement on deferred consideration

 

2

(11)

Finance cost

 

927

857

Finance income

 

(20)

(42)

(Gain)/Loss on sale of property, plant and equipment

 

(177)

18

Income tax expense

 

3,228

2,683

Other non-cash movements

 

  (633)

1,092

 

 

25,137

25,465

Changes in trade and other receivables

 

(2,695)

919

Changes in prepayments and other assets

 

(4,502)

1,209

Changes in inventory

 

(7,468)

(3,228)

Changes in trade and other payables

 

5,240

(1,812)

Cash provided by operations

 

15,712

22,553

Interest received

 

20

42

Interest paid

 

(927)

(857)

Income taxes paid

 

(3,627)

(2,389)

Net cash provided by operating activities

 

11,178

19,349

 

 

 

 

Investing activities

 

 

 

Purchase of property, plant and equipment

 

(7,567)

(7,222)

Proceeds from the sale of property, plant and equipment

 

543

331

Investment in intangible assets

 

(1,139)

(1,065)

Proceeds from the issuance of share capital

 

8

7

Acquisitions of subsidiary, net of cash acquired

 

(681)

(7,156)

Investment in acquired intangible assets

 

(275)

-

Payment of deferred consideration

 

(2,082)

(2,460)

Proceeds from the sale of subsidiaries

 

111

706

Net cash used in investing activities

 

(11,082)

(16,859)

 

 

 

 

Financing activities

 

 

 

Dividends paid

 

(6,693)

(2,222)

Repayment of borrowings

18

(3,262)

(1,536)

Repayment of lease liabilities

 

(3,590)

(3,455)

Drawdown of loans

18

15,236

6,622

Purchase of NCI

 

-

(1,000)

Net cash provided by/(used in) financing activities

 

1,691

(1,591)

 

 

 

 

Effect of foreign exchange rate changes on cash

 

217

(222)

Net increase in cash and cash equivalents

 

2,004

677

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

17,045

16,368

Cash and cash equivalents at the end of the year

 

19,049

17,045

 

The accompanying notes are an integral part of these financial statemen

 

Consolidated Statement of Changes in Equity for the year ended 31 December 2021

 

 

 

 Share

capital

Share premium

Merger reserve

Un-denominated

capital

Share based payment reserve

Foreign

currency translation reserve

Retained earnings

Total attributable to owner of the company

Non-controlling interests

Total

equity

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

 

 

 

 

 

 

 

Balances at 1 January 2020

2,110

67,647

(17,393)

39

1,629

  (3,868)

74,865

125,029

1,115

126,144

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

-

-

-

14,221

14,221

165

14,386

Other comprehensive income/(loss):

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

-

-

-

-

-

(4,165)

-

(4,165)

-

(4,165)

Other

-

-

-

-

-

-

156

156

-

156

Total comprehensive income

 

 

 

 

 

(4,165)

14,377

10,212

165

10,377

Transactions with Shareholders:

 

 

 

 

 

 

 

 

 

 

Issuance of share capital

7

-

-

-

-

-

-

7

-

7

Share based payments

-

-

-

-

630

-

-

630

-

630

Dividends

-

-

-

-

-

-

(2,222)

(2,222)

-

(2,222)

Total transactions with Shareholders

7

-

-

-

630

-

(2,222)

(1,585)

-

(1,585)

Acquisition of non-Controlling Interest without a change in control (note 18)

-

-

-

-

-

-

(720)

(720)

(1,280)

(2,000)

Balances at 31 December 2020

2,117

67,647

(17,393)

39

2,259

(8,033)

86,300

132,936

-

132,936

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

-

-

-

14,600

14,600

-

14,600

Other comprehensive income/(loss):

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

-

-

-

-

-

2,865

-

2,865

-

2,865

Total comprehensive income

 

 

 

 

 

2,865

14,600

17,465

-

17,465

Transactions with Shareholders:

 

 

 

 

 

 

 

 

 

 

Issuance of share capital

8

-

-

-

-

-

-

8

-

8

Share-based payments

-

-

-

-

436

-

-

436

-

436

Dividends

-

-

-

-

-

-

(6,693)

(6,693)

-

(6,693)

Total transactions with Shareholders

8

-

-

-

436

-

(6,693)

(6,249)

-

(6,249)

 

 

 

 

 

 

 

 

 

 

 

Balances at 31 December 2021

2,125

67,647

(17,393)

39

2,695

(5,168)

94,207

144,152

-

144,152

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements. See note 20 for explanation of movements in reserve balances.

 

Notes to the financial statements

 

1.  Description of business

 

The consolidated financial statements of Mincon Group plc (also referred to as "Mincon" or "the Group") comprises the Company and its subsidiaries (together referred to as "the Group"). The companies registered address is Smithstown Industrial Estate, Smithstown, Shannon, Co. Clare, Ireland.

 

The Group is an Irish engineering Group, specialising in the design, manufacturing, sale and servicing of rock drilling tools and associated products. Mincon Group Plc is domiciled in Shannon, Ireland.

 

On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext Growth and the Alternative Investment Market (AIM) of the London Stock Exchange.

 

2.  Basis of preparation

 

These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (EU IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board (IASB), and endorsed by the EU.

 

The accounting policies set out in note 3 have been applied consistently in preparing the Group and Company financial statements for the years ended 31 December 2021 and 31 December 2020.

 

The Group and Company financial statements are presented in euro, which is the functional currency of the Company and also the presentation currency for the Group's financial reporting. Unless otherwise indicated, the amounts are presented in thousands of euro. These financial statements are prepared on the historical cost basis.

 

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ materially from these estimates. The areas involving a high degree of judgement and the areas where estimates and assumptions are critical to the consolidated financial statements are discussed in note 3.

 

The directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future and that it is appropriate to continue to prepare our consolidated financial statements on a going concern basis.

 

 

3.  Significant accounting principles, accounting estimates and judgements

 

The accounting principles as set out in the following paragraphs have, unless otherwise stated, been consistently applied to all periods presented in the consolidated financial statements and for all entities included in the consolidated financial statements. The Group has initially adopted Interest rate Benchmark Reform- Phase 2 (Amendments to IFRS 9, IAS 39, IFRS7, IFRS 4 and IFRS 16) and it has not had a significant impact on the Groups financial statements.

 

The following new and amended standards are not expected to have a significant impact on the Group's consolidated financial statements:

 

Effective 01/04/2021

• COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)

 

Effective 01/01/2022

• Annual Improvements to IFRS Standards 2018-2020.

•  Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16).

• Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)

• Reference to Conceptual Framework (Amendments to IFRS 3).

 

 

 

 

 

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Effective 01/01/2023

•Classification of Liabilities as Current or Non-current (Amendments to IAS 1).c

•IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts.

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2).

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

•Definition of Accounting Estimates (Amendments to IAS 8).

 

Revenue Recognition

The Group is involved in the sale and servicing of rock drilling tools and associated products. Revenue from the sale of these goods and services to customers is measured at the fair value of the consideration received or receivable (excluding sales taxes). The Group recognises revenue when it transfers control of goods to a customer or has completed a service over a set period (typically one month) for a customer.

 

The following provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.

 

Customers obtain control of products when one of the following conditions are satisfied:

 

1.  The goods have been picked up by the customer from Mincon's premises.

2.  When goods have been shipped by Mincon, the goods are delivered to the customer and have been accepted at their premises, or;

3. The customer accepts responsibility of the goods during transit that is in line with international commercial terms. 

 

Where the Group provides a service to a customer, who also purchases Mincon manufactured product from the Group, the revenue associated with this service is separately identified in a set period (typically one month) and is recognised in the Groups revenue as it occurs.

 

Invoices are generated when the above conditions are satisfied. Invoices are payable within the timeframe as set in agreement with the customer at the point of placing the order of the product or service. Discounts are provided from time-to-time to customers.

 

Customers may be permitted to return goods where issues are identified with regard to quality of the product. Returned goods are exchanged only for new goods or a credit note. No cash refunds are offered.

 

Where the customer is permitted to return an item, revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Therefore, the amount of revenue recognised is adjusted for expected returns, which are estimated based on the historical data for specific types of product. In these circumstances, a refund liability and a right to recover returned goods asset are recognised.

 

Government Grants

Amounts recognised in the profit and loss account are presented under the heading Operating Costs on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised. In this case, the grant is recognised when it is receivable.

 

Earnings per share

Basic earnings per share is calculated based on the profit for the year attributable to owners of the Company and the basic weighted average number of shares outstanding. Diluted earnings per share is calcu-lated based on the profit for the year attributable to owners of the Company and the diluted weighted average number of shares outstanding.

 

Taxation

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

 

Current tax assets and liabilities are offset only if certain criteria are met.

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Taxation   (continued)

 

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

 

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

 

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

 

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

 

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

 

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

 

Deferred tax assets and liabilities are offset only if certain criteria are met.

 

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

 

(i) As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices.

 

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers   ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.

 

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Leases (continued)

 

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

 

(ii) As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

 

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

 

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset.

 

Short term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Inventories and capital equipment

Inventories and capital equipment (rigs) are valued at the lower of cost or net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses. The cost of inventories is based on the first-in, first-out principle and includes the costs of acquiring inventories and bringing them to their existing location and condition. Inventories manufactured by the Group and work in progress include an appropriate share of production overheads based on normal operating capacity. Inventories are reported net of deductions for obsolescence.

 

Intangible Assets and Goodwill

 

Goodwill

The Group accounts for acquisitions using the purchase accounting method as outlined in IFRS 3 Business Combinations. Goodwill is not amortised and is tested annually.

 

Intangible assets

Expenditure on research activities is recognised in profit or loss as incurred.

 

Development expenditure is capitalised only if the Group can demonstrate if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in the profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

 

Acquired IP which has been obtained at a cost that can be measured reliably, and that meets the definition and recognition criteria of IAS38, will be accounted for as an intangible asset.

 

 

 

 

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Foreign Currency

Foreign currency transactions

Transactions in foreign currencies (those which are denominated in a currency other than the functional currency) are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the foreign exchange rate at the statement of financial position date. Exchange gains and losses related to trade receivables and payables, other financial assets and payables, and other operating receiv-ables and payables are separately presented on the face of the income statement.

 

Exchange rate differences on translation to functional currency are reported in profit or loss, except when reported in other compre-hensive income for the translation of intra-group receivables from, or liabilities to, a for-eign operation that in substance is part of the net investment in the foreign operation.

Exchange rates for major currencies used in the various reporting periods are shown in note 23.

 

Translation of accounts of foreign entities

The assets and liabilities of foreign entities, including goodwill and fair value adjustments arising on consolidation, are translated to euro at the exchange rates ruling at the reporting date. Revenues, expenses, gains, and losses are translated at average exchange rates, when these approximate the exchange rate for the respective transaction. Foreign exchange differences arising on translation of foreign entities are recognised in other comprehensive income and are accumulated in a separate component of equity as a translation reserve. On divestment of foreign entities, the accumulated exchange differences, are recycled through profit or loss, increasing or decreasing the profit or loss on divestments.

 

Business combinations and consolidation

The consolidated financial statements include the financial statements of the Group and all companies in which Mincon Group plc, directly or indirectly, has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. 

 

The consolidated financial statements have been prepared in accordance with the acquisition method.

According to this method, business combinations are seen as if the Group directly acquires the assets and assumes the liabilities of the entity acquired. At the acquisition date, i.e. the date on which control is obtained, each identifiable asset acquired and liability assumed is recognised at its acquisition-date fair value.

 

Consideration transferred is measured at its fair value. It includes the sum of the acquisition date fair values of the assets transferred, liabilities incurred to the previous owners of the acquiree, and equity interests issued by the Group. Deferred consideration is initially measured at its acquisition-date fair value. Any subsequent change in such fair value is recognised in profit or loss, unless the deferred consideration is classified as equity. In that case, there is no remeasurement and the subsequent settlement is accounted for within equity. Deferred consideration arises in the current year where part payment for an acquisition is deferred to the following year or years.

Transaction costs that the Group incurs in connection with a business combination, such as legal fees, due diligence fees, and other professional and consulting fees are expensed as incurred.

 

Goodwill is measured as the excess of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the Group's previously held equity interest in the acquiree (if any) over the net of acquisition-date fair values of the identifiable assets acquired and liabilities assumed. Goodwill is not amortised but tested for impairment at least annually.

 

Non-controlling interest is initially measured either at fair value or at the non-controlling interest's proportionate share of the fair value of the acquiree's identifiable net assets. This means that goodwill is either recorded in "full" (on the total acquired net assets) or in "part" (only on the Group's share of net assets). The choice of measurement basis is made on an acquisition-by-acquisition basis.

 

Earnings from the acquirees are reported in the consolidated income statement from the date of control.

 

 

 

 

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Business combinations and consolidation (continued)  

 

Intra-group balances and transactions such as income, expenses and dividends are eliminated in preparing the consolidated financial statements. Profits and losses resulting from intra-group transactions that are recognised in assets, such as inventory, are eliminated in full, but losses are only eliminated to the extent that there is no evidence of impairment.

 

Property, plant and equipment

Items of property, plant and equipment are carried at cost less accumulated depreciation and impairment losses. Cost of an item of property, plant and equipment comprises the purchase price, import duties, and any cost directly attributable to bringing the asset to its location and condition for use. The Group capitalises costs on initial recognition and on replacement of significant parts of property, plant and equipment, if it is probable that the future economic benefits embodied will flow to the Group and the cost can be measured reliably. All other costs are recognised as an expense in profit or loss when incurred.

 

Depreciation

Depreciation is calculated based on cost using the straight-line method over the estimated useful life of the asset. The following useful lives are used for depreciation:

 

  Years

Buildings   20-30

Plant and equipment        3-10

 

The depreciation methods, useful lives and residual values are reassessed annually. Land is not depreciated.

 

Right of use assets are depreciated using the straight-line method over the estimated useful life of the asset being the remaining duration of the lease from inception date of the asset. The depreciation methods, useful lives and residual values are reassessed annually.

 

Financial Assets and Liabilities

 

Recognition and derecognition

Financial assets and liabilities are recognised at fair value when the Group becomes a party to the contractual provisions of the instrument. Purchases and sales of financial assets are accounted for at trade date, which is the day when the Group contractually commits to acquire or dispose of the assets. Trade receivables are recognised once the responsibility associated with control of the product has transferred to the customer. Liabilities are recognised when the other party has performed and there is a contractual obligation to pay. Derecognition (fully or partially) of a financial asset occurs when the rights to receive cash flows from the financial instruments expire or are transferred and substantially all of the risks and rewards of ownership have been removed from the Group. The Group derecognises (fully or partially) a financial liability when the obligation specified in the contract is discharged or otherwise expires. A financial asset and a financial liability are offset and the net amount presented in the statement of financial position when there is a legally enforceable right to set off the recognised amounts and there is an intention to either settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant periods. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument, or when appropriate a shorter period, to the net carrying amount of the financial asset or financial liability. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts.

 

Borrowing costs

All borrowing costs are expensed in accordance with the effective interest rate method.

 

Investments in subsidiaries - Company

Investments in subsidiary undertakings are stated at cost less provision for impairment in the Company's statement of financial position. Loans to subsidiary undertakings are initially recorded at fair value in the Company statement of financial position and subsequently at amortised cost using an effective interest rate methodology.

 

 

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Financial Assets and Liabilities ( continued)

 

Impairment of financial assets

Financial assets are assessed at each reporting date to determine whether there is any objective evidence that they are impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

 

Equity

Shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effect.

 

Contingent liabilities

A contingent liability is a possible obligation or a present obligation that arises from past events that is not reported as a liability or provision, as it is not probable that an outflow of resources will be required to settle the obligation or that a sufficiently reliable calculation of the amount cannot be made

 

Financial instruments carried at fair value: Deferred consideration

Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. These are set amounts detailed in each contract.

 

Finance income and expenses

Finance income and expense are included in profit or loss using the effective interest method.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less.

 

Provisions

A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the outflow can be estimated reliably. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date. If the effect of the time value of money is material, the provision is determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and, where appropriate, the risks specific to the liability. 

 

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the restructuring has either commenced or been announced publicly. Future operating losses are not provided for.

 

Defined contribution plans

A defined contribution retirement benefit plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution retirement benefit plans are recognised as an employee benefit expense in profit or loss when employees provide services entitling them to the contributions.

 

Share-based payment transactions

The Group operates a long term incentive plan which allows the Company to grant Restricted Share Awards ("RSAs") to executive directors and senior management. All schemes are equity settled arrangements under IFRS 2 Share-based Payment.

 

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

 

 

 

 

 

3.  Significant accounting principles, accounting estimates and judgements (continued)

 

Critical accounting estimates and judgements

The preparation of financial statements requires management's judgement and the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the prevailing circumstances. Actual results may differ from those estimates. The estimates and assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which they are revised and in any future periods affected.

 

Following are the estimates and judgements which, in the opinion of management, are significant to the underlying amounts included in the financial reports and for which there is a significant risk that future events or new information could entail a change in those estimates or judgements.

 

Deferred consideration

The deferred consideration payable represents management's best estimate of the fair value of the amounts that will be payable, discounted as appropriate using a market interest rate. The fair value was estimated by assigning probabilities, based on management's current expectations, to the potential pay-out scenarios. The fair value of deferred consideration is primarily dependent on the future performance of the acquired businesses against predetermined targets and on management's current expectations thereof.

 

Goodwill

The initial recognition of goodwill represents management' best estimate of the fair value of the acquired entities value less the identified assets acquired.

 

During the annual impairment assessment over goodwill, management calculate the recoverable value of the group using their best estimate of the discounted future cash flows of the group. The fair values were estimated using management's current and future projections of the Mincon Group's performance as well as appropriate data inputs and assumptions

 

Trade and other receivables

Trade and other receivables are included in current assets, except for those with maturities more than 12 months after the reporting date, which are classified as non-current assets. The Group estimates the risk that receivables will not be paid and provides for doubtful debts in line with IFRS 9.

 

The Group applies the simplified approach to providing for expected credit losses (ECL) permitted by IFRS 9 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Loss rates are calculated using a "roll rate" method based on the probability of a receivable progressing through successive chains of non-payment to write-off.

 

Trade receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Where recoveries are made, these are recognised in the Consolidated Income Statement.

 

 

4.  Revenue

 

In the following table, revenue is disaggregated between Mincon manufactured product and product that is purchased outside the Group and resold through Mincon distribution channels.

 

 

2021

2020

 

€'000

€'000

Product revenue:

 

 

Sale of Mincon product

118,802

108,556

Sale of third party product

25,560

21,347

Total revenue

144,362

129,903

 

 

 

 

 

 

5.  Operating Segment

 

An operating segment is a component of the Group that engages in busi-ness activities from which it may earn revenue and incur expenses, and for which discrete financial information is available. The operating results of the operating segment is reviewed regularly by the Board of Directors, the chief operating decision maker, to make deci-sions about allocation of resources and also to assess  performance.

 

Results are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). Our CODM has been identified as the Board of Directors.

 

The Group has determined that it has one reportable segment. The Group is managed as a single business unit that sells drilling equipment, primarily manufactured by Mincon manufacturing sites.

 

The CODM assesses operating segment performance based on operating profit. Segment revenue for the year ended 31 December 2021 of €144.4 million (2020: €129.9 million) is wholly derived from sales to external customers.

 

Entity-wide disclosures

 

The business is managed on a worldwide basis but operates manufacturing facilities and sales offices in Ireland, UK, Sweden, Finland, South Africa, Western Australia, the United States and Canada and sales offices in ten other locations including Eastern Australia, South Africa, France, Spain, Namibia, Sweden, Chile and Peru. In presenting information on geography, revenue is based on the geographical location of customers and non-current assets based on the location of these assets.

 

 

Revenue by region (by location of customers):

 

2021

2020

 

€'000

€'000

Region:

 

 

I reland   

1,859

1,487

Americas

45,908

43,640

Australasia

17,327

24,754

Europe, Middle East, Africa

79,268

60,022

Total revenue from continuing operations

144,362

129,903

 

During 2021, Mincon had sales in the USA of €24.4 million (2020: €24.7 million), Australia of €14.7 million (2020: €14.6 million, these separately contributed to more than 10% of the entire Group's sales for 2021.

 

Non-current assets by region (location of assets):

 

 

 

2021

2020

 

€'000

€'000

Region:

 

 

Americas

14,682

11,310

Australasia

11,838

11,338

Europe, Middle East, Africa

64,297

60,159

Total non-current assets(1)

90,817

82,807

(1) Non-current assets exclude deferred tax assets.

 

 

 

During 2021, Mincon held non-current assets (excluding deferred tax assets) in Ireland of €18.3 million (2020: €18.3 million), in the USA of €10.7 million (2020: €9.4 million) these separately contributed to more than 10% of the entire Group's non-current assets (excluding deferred tax assets) for 2021.

 

 

 

 

6.  Cost of Sales and operating expenses

 

Included within cost of sales and operating costs were the following major components: 

 

 

 

 

Cost of sales

 

 

 

2021

2020

 

€'000

€'000

Raw materials

37,081

32,860

Third party product purchases

19,275

16,098

Employee costs

19,764

17,504

Depreciation (note 13)

4,801

4,216

In bound costs on purchases

3,772

3,106

Energy costs

2,188

1,623

Maintenance of machinery

1,711

1,392

Subcontracting

5,463

5,364

Other

1,544

2,023

Total cost of sales

95,599

84,186

 

The Group invested approximately €3.9 million on research and development projects in 2021 (2020: €3.7 million). €2.8 million of this has been expensed in the period (2020: €2.6 million), with the balance of €1.1 million of development costs capitalised (2020: €1.1 million) (note 12).

 

 

Operating costs

 

 

 

 

2021

2020

 

€'000

€'000

Employee costs (including director emoluments)

18,615

17,438

Depreciation (note 13)

2,304

2,266

Amortisation of acquired IP

105

-

Travel

1,238

964

Professional costs

2,589

2,291

Administration

2,841

2,007

Marketing

694

542

Legal cost

629

878

Other

1,641

1,082

Total other operating costs

30,656

27,468

 

The Group recognised €450,000 in Government Grants in 2021 (2020: €1.3 million).These grants differ in structure from country to country, they primarily relate to personnel costs.

 

Included in professional costs are acquisition costs of €63,000, relating to acquisition of Attakroc and the acquisition of the IP of Campbell's Welding and Fabrication. Also included in professional fees is costs relating to the Non-Business Combination of Hammer Drill Rigs.

 

 

7.  Finance costs

 

2021

 2020

 

€'000

€'000

Interest on lease liabilities

684

741

Interest on loans and borrowings

243

116

Finance costs

927

857

 

 

8.  Employee information

 

 

 

2021

2020

 

€'000

€'000

Wages and salaries - excluding directors

31,830

28,753

Wages, salaries, fees and retirement benefit - directors (note 10)

797

795

Social security costs

3,357

3,029

Retirement benefit costs of defined contribution plans

1,959

1,735

Share based payment expense (note 22)

436

630

Total employee costs

38,379

34,942

 

In addition to the above  employee costs, the Group capitalised payroll costs of  €700,000 in 2021 (2020: 500,000) in relation to development.

 

At 31 December 2021, there was €256,000 (2020: €219,000) accrued for and not in paid pension contributions.

 

 

 

 

The average number of employees was as follows:

 

 

 

2021

2020

 

Number

Number

Sales and distribution

136

126

General and administration

75

66

Manufacturing, service and development

383

360

Average number of persons employed

594

552

 

Retirement benefit and Other Employee Benefit Plans

 

The Group operates various defined contribution retirement benefit plans. During the year ended 31 December 2021, the Group recorded €2 million (2020: €1.7 million) of expense in connection with these plans.

 

9.  Acquisitions & Disposals

 

In June 2021, Mincon acquired the business of Campbell's Welding & Fabrication, for a consideration of €421,000. This was made up of a cash consideration of €84,000 and deferred consideration of €337,000. Mincon acquired Campbell's Welding & Fabrication to bring in-house their knowhow and processes.

 

In June 2021, Mincon acquired 100% shareholding in Attakroc, a Canadian-based mining and construction product distributor, for a consideration of €1.8 million. The Group acquired Attakroc to bring in-house their vast experience in selling and servicing the mining and construction industries in western Canada. Attakroc brings their knowledge of the local market conditions and give Mincon a distinctive advantage in this region. The transaction included a cash consideration of €600,000 and deferred consideration of €1.2 million.

 

 

A.  Consideration transferred

 

The following table summarises the acquisition date fair value of each major class of consideration transferred.

 

 

 

 

 

 

 

 

 

 

Campbell Welding & Fabrication

Attakroc

Total

 

 

 

€'000

€'000

€'000

Cash

84

597

681

Deferred consideration

337

1,227

1,564

Total consideration transferred

421

1,824

2,245

 

 

 

 

 

 

9.  Acquisitions & Disposals (continued)

 

B.  Identifiable assets acquired and liabilities assumed

 

The following table summarises the recognised amounts of assets and liabilities assumed at the date of acquisition.

 

 

Total

 

€'000

Property, plant and equipment

176

Right of use assets

39

Inventories

958

Trade receivables

1,174

Other assets

15

Trade and other payables

(699)

Right of use liabilities

(39)

Other accruals and liabilities

(615)

Fair value of identifiable net assets acquired

1,009

 

 

Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were as follows.

 

Assets acquired

Valuation Technique

 

Property, plant and equipment

Market comparison technique and cost technique: The valuation model considers quoted market prices for similar items when they are available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.

 

Inventories

Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.

 

Goodwill

 

Goodwill arising from the acquisition has been recognised as follows.

 

 

 

Attakroc

€'000

Total

2021

€'000

Consideration transferred

1,824

1,824

Fair value of identifiable net assets

(1,009)

(1,009)

Goodwill

815

815

 

 

 

 

 

10.  Statutory and other required disclosures

 

Operating profit is stated after charging the following amounts:

 

2021

2020

 

€'000

€'000

Directors' remuneration

 

 

Fees

220

165

Wages and salaries

  522

  574

Retirement benefit contributions

55

56

Total directors' remuneration

797

795

 

Auditor's remuneration

 

 

2021

€'000

2020

€'000

Auditor's remuneration - Fees payable to lead audit firm

 

 

Audit of the Group financial statements

205

205

Audit of the Company financial statements

15

15

Other assurance services

20

20

 

240

240

Auditor's remuneration - Fees payable to other firms in lead audit firm's network

 

 

Audit services

149

112

Other assurance services

3

2

Tax advisory services

-

9

Total auditor's remuneration

152

123

 

 

 

 

 

 

 

 

 

11. Income tax

 

Tax recognised in income statement:

 

2021

2020

Current tax expense

€'000

€'000

Current year

3,427

3,224

Adjustment for prior years

(7)

(103)

Total current tax expense

3,420

3,121

Deferred tax expense

 

 

Origination and reversal of temporary differences

(192)

(438)

Adjustment for prior years

-

-

Total deferred tax expense

(192)

(438)

 

 

 

Total income tax expense

3,228

2,683

 

A reconciliation of the expected income tax expense for continuing operations is computed by applying the standard Irish tax rate to the profit before tax and the reconciliation to the actual income tax expense is as follows:

 

 

2021

2020

 

€'000

€'000

Profit before tax from continuing operations

17,828

17,069

Irish standard tax rate (12.5%)

12.5%

12.5%

Taxes at the Irish standard rate 

2,229

2,134

Foreign income at rates other than the Irish standard rate 

691

849

Losses created/(utilised)

277

(843)

Other 

31

543

Total income tax expense

3,228

2,683

 

 

The Group's net deferred taxation liability was as follows:

 

 

2021

2020

 

€'000

€'000

Deferred taxation assets:

 

 

Reserves, provisions and tax credits

741

585

Accrued income

-

31

Tax losses and unrealised FX gains

334

477

Total deferred taxation asset

1,075

1,093

Deferred taxation liabilities:

 

 

Property, plant and equipment

(1,332)

(1,780)

Profit not yet taxable

(290)

(52)

Total deferred taxation liabilities

(1,622)

(1,832)

 

 

 

Net deferred taxation liability

(547)

(739)

 

 

 

 

 

 

 

11. Income tax(continued)

 

The movement in temporary differences during the year were as follows:

 

 

 

 

 

 

Balance

Recognised in

Acquired in a

Balance

 

1 January

Profit or Loss

Business combination

31 December

1 January 2020 - 31 December 2020

€'000

€'000

€'000

€'000

Deferred taxation assets:

 

 

 

 

Reserves, provisions and tax credits

610

(25)

-

585

Accrued income

-

31

-

31

Tax losses

6

471

-

477

Total deferred taxation asset

616

477

-

1,093

Deferred taxation liabilities:

 

 

 

 

Property, plant and equipment

(1,742)

(38)

-

(1,780)

Profit not yet taxable

(52)

-

-

(52)

Total deferred taxation liabilities

(1,794)

(38)

-

(1,832)

 

 

 

 

 

Net deferred taxation liability

(1,178)

439

-

(739)

 

 

 

Balance

Recognised in

Acquired in a

Balance

 

1 January

Profit or Loss

Business combination

31 December

1 January 2021 - 31 December 2021

€'000

€'000

€'000

€'000

Deferred taxation assets:

 

 

 

 

Reserves, provisions and tax credits

585

156

-

741

Accrued income

31

(31)

-

-

Tax losses

477

(143)

-

334

Total deferred taxation asset

1,093

(18)

-

1,075

Deferred taxation liabilities:

 

 

 

 

Property, plant and equipment

(1,780)

448

-

(1,332)

Profit not yet taxable

(52)

(238)

-

(290)

Total deferred taxation liabilities

(1,832)

210

-

(1,622)

 

 

 

 

 

Net deferred taxation liability

(739)

192

-

(547)

 

Deferred taxation assets have not been recognised in respect of the following items:

 

2021

2020

 

€'000

€'000

Tax losses

566

843

Total

566

843

 

 

 

 

 

 

12.  Intangible assets and goodwill

 

Product development

Goodwill

Acquired

intellectual

property

Total

 

€'000

€'000

€'000

€'000

Balance at 1 January 2020

4,782

27,155

-

31,937

Internally developed

1,065

-

-

1,065

Acquisitions

-

4,533

-

4,533

Translation differences

-

(548)

-

(548)

Balance at 31 December 2020

5,847

31,140

-

36,987

Internally developed

1,139

-

-

1,139

Acquisitions (note 10)

-

815

-

815

Acquired intellectual property

-

-

696*

696

Amortisation of intellectual property

-

-

(105)

(105)

Translation differences

-

590

35

625

Balance at 31 December 2021

6,986

32,545

626

40,157

 

*  Included is €275,000 for the Non-Business Combination of Hammer Drilling Rigs in January 2021. Also included  is the acquisition of the IP of Campbell Welding & Fabrication €421,000.

 

Goodwill relates to the acquisition of the below companies, being the dates that the Group obtained control of these business:

· The remaining 60% of DDS-SA Pty Limited in November 2009.

·  The 60% acquisition of Omina Supplies in August 2014.

·  The 65% acquisition of Rotacan in August 2014.

·  The acquisition of ABC products in August 2014.

·  The acquisition of Ozmine in January 2015.

· The acquisition of Mincon Chile in March 2015.

· The acquisition of and Mincon Tanzania in March 2015.

· The acquisition of Premier in November 2016.

· The acquisition of Rockdrill Engineering in November 2016.

· The acquisition of PPV in April 2017.

·  The acquisition of Viqing July 2017.

·  The acquisition of Driconeq in March 2018.

·  The acquisition of Pacific Bit of Canada in January 2019

· The acquisition of Lehti Group in January 2020

· The acquisition of Rocdrill in May 2020

· The acquisition of Attakroc in June 2021

 

The Group accounts for acquisitions using the purchase accounting method as outlined in IFRS 3 Business Combinations.

 

The businesses acquired were integrated with other Group operations soon after acquisition. Impairment testing (including sensitivity analysis) is performed at each period end. Group management has determined that the Group has one cash generating unit and one operating segment and therefore all goodwill is tested for impairment at Group level.

 

The recoverable amount of goodwill has been assessed based on estimates of fair value less costs to sell (FVLCS). The FVLCS valuation is calculated on the basis of a discounted cash flow ("DCF") model. The most significant assumptions within the DCF are weighted average cost of capital ("WACC"), tax rates and terminal value assumptions. Goodwill impairment testing did not indicate any impairment during any of the periods being reported. Four sensitivities are applied as part of the analysis considering the effects of changes in:

 

  1) the WACC,

  2) the EBITDA margin,

  3) the long term growth rate and

  4) the level of terminal value capital expenditure.

 

 

 

12.  Intangible assets and goodwill (continued)

 

The sensitivities calculate downside scenarios to assess potential indications of impairments due to changes in key assumptions. The results from the sensitivity analysis did not suggest that goodwill would be impaired when those sensitivities were applied.

 

The carrying amount of the CGU was determined to be lower than its fair value less cost to sell by €42.9 million (2020: €68.4 million), giving management substantial headroom and comfort in the above stated impairment assessment.

 

The key assumptions used in the estimation of the fair value less cost calculation were as follows:

 

 

 

 

2021

2020

WACC

9.60%

10.50%

 

 

 

EBIDTA margin

16.69%

17.84%

 

 

 

Long term growth rate

2.24%

2.25%

 

 

 

Terminal value capital expenditure

€9.3 million

€7.1 million

    

 

The WACC calculation considers market data and data from comparable public companies. Peer group data was especially considered for the beta factor and assumed financing structure (gearing level). The analysis resulted in a discount rate range of 8.70% to 10.50%. This results in a midpoint WACC being used of 9.6%.

 

The Long term growth rate of 2.24% applied is based on a weighted average of the long term inflation rates of the countries in which Mincon generates revenues and earnings.

 

The budgeted EBITDA was based on expectations of future outcomes, taking account for past experience, adjusted for anticipated revenue growth as detailed in managements approved Budget. No EBITDA margin effect is assumed in the terminal value i.e. the budgeted EBITDA margin of 16.69% for 2024 is assumed in the Terminal Value calculation used to arrive at the FVLCS.

 

Terminal value capital expenditure assumes no balance sheet growth is assumed in the terminal value, capital expenditure is assumed to equal depreciation of €9.3 million.

 

The following table shows the amount by which the two assumptions below would need to change to individually for the estimated recoverable amount to be equal to the carrying amount.

 

 

2021

2020

WACC

10.60%

13.28%

 

 

 

Long term growth rate

1.48%

1.50%

 

Investment expenditure of €1.1 million, which has been capitalised, is in relation to ongoing product development within the Group. Amortisation will begin at the stage of commercialisation and charged to the income statement over a period of three to five years, or the capitalised amount will be written off if the project is deemed no longer viable by management.

 

 

 

 

13.  Property, plant and equipment

 

Land &

Plant &

ROU

 

 

Buildings

Equipment

Assets

Total

 

€'000

€'000

€'000

€'000

Cost:

 

 

 

 

At 1 January 2020

16,228

45,829

4,832

66,889

Acquisitions through business combinations

95

2,542

3,385

6,022

Additions

387

6,835

102

7,324

Disposals and derecognition of ROU assets

-

(2,282)

(1,199)

(3,481)

Foreign exchange differences

(419)

(1,384)

(233)

(2,036)

At 31 December 2020

16,291

51,540

6,887

74,718

 

 

 

 

 

Acquisitions through business combinations

-

176

39

215

Additions

1,524

6,043

3,419

10,986

Disposals and derecognition of ROU assets

(264)

(570)

(1,022)

(1,856)

Foreign exchange differences

496

1,586

122

2,204

At 31 December 2021

18,047

58,775

9,445

86,267

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

At 1 January 2020

(3,027)

(21,346)

(1,344)

(25,717)

Charged in year

(461)

(4,205)

(1,816)

(6,482)

Disposals

-

1,969

432

2,401

Foreign exchange differences

68

750

82

900

At 31 December 2020

(3,420)

(22,832)

(2,646)

(28,898)

 

 

 

 

 

Charged in year

(524)

(4,685)

(1,896)

(7,105)

Disposals

18

450

866

1,334

Foreign exchange differences

(79)

(786)

(73)

(938)

At 31 December 2021

(4,005)

(27,853)

(3,749)

(35,607)

 

 

 

 

 

Carrying amount: 31 December 2021

14,042

30,922

5,696

50,660

Carrying amount: 31 December 2020

12,871

28,708

4,241

45,820

Carrying amount: 1 January 2020

13,201

24,483

3,488

41,172

 

ROU assets includes Property of €5 million (2020: €3.6 million) and Plant and Equipment of €700,000 (2020: €1.1 million).

 

The depreciation charge for property, plant and equipment is recognised in the following line items in the income statement:

 

 

 

 

 

2021

2020

 

€'000

€'000

Cost of sales

4,413

3,744

Cost of sales ROU assets

388

472

Operating expenses

796

922

Operating expenses ROU asset

1,508

1,344

Total depreciation charge for property, plant and equipment

7,105

6,482

 

 

 

 

14.  Inventory and capital equipment

 

2021

2020

 

€'000

€'000

Finished goods

42,396

34,120

Work-in-progress

9,596

8,206

Raw materials

11,058

10,187

Capital equipment

-

504

Total inventory

63,050

53,017

 

The Group recorded an impairment of €22,000 against inventory to take account of net realisable value during the year ended 31 December 2021 (2020: €80,000). Write-downs are included in cost of sales.

 

At 31 December 2020, capital equipment are rigs held in South Africa for resale, during 2021 these rigs were sold.

 

 

15.  Trade and other receivables and other current assets

 

a) Trade and other receivables

 

2020

2020

 

€'000

€'000

Gross receivable

26,047

21,830

Provision for impairment

(937)

(1,190)

Net trade and other receivables

25,110

20,640

 

 

 

Provision for impairment

 

€'000

Balance at 1 January 2021

(1,190)

Reduction in provision arising from prior years receivables impairment

136

Reduction in ECL model

117

Balance at 31 December 2021

(937)

 

The following table provides the information about the exposure to credit risk and ECL's for trade receivables as at 31 December 2021.

 

Weighted average loss rate %

Gross carrying amount €'000

Loss allowance
…. 
€'000 

Current (not past due)

1%

19,804

198

1-30 days past due

5%

3,749

187

31-60 days past due

14%

1,649

230

61 to 90 days

17%

628

106

More than 90 days past due

100%

216

216

Net trade and other receivables

 

26,047

937

 

The following table provides the information about the exposure to credit risk and ECL's for trade receivables as at 31 December 2020.

 

 

Weighted average loss rate %

Gross carrying amount €'000

Loss allowance
…. 
€'000 

Current (not past due)

2%

12,709

254

1-30 days past due

5%

5,169

258

31-60 days past due

14%

1,350

189

61 to 90 days

9%

2,312

199

More than 90 days past due

100%

290

290

Net trade and other receivables

 

21,830

1,190

 

 

15.  Trade and other receivables and other current assets (continued)

 

b) Prepayments and other current assets

 

 

 

 

2021

2020

 

€'000

€'000

Plant and machinery prepaid

5,781

1,597

Prepayments and other current assets

3,041

2,589

Prepayments and other current assets

8,822

4,186

 

 

16. Trade creditors, accruals and other liabilities

 

2021

2020

 

€'000

€'000

Trade creditors

15,683

10,457

Total creditors and other payables

15,683

10,457

 

 

 

2021

2020

 

€'000

€'000

VAT

31

390

Social security costs

768

1,088

Other accruals and liabilities

5,228

4,051

Total accruals and other liabilities

6,027

5,529

 

 

 

17.  Capital management

 

The Group's policy is to have a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as the level of dividends to ordinary shareholders.

 

The Board of Directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position.

 

The Group monitors capital using a ratio of 'net debt' to equity. Net debt is calculated as total liabilities less cash and cash equivalents (as shown in the statement of financial position).

 

 

2021

2020

 

€'000

€'000

Total liabilities

(64,292)

(46,163)

Less: cash and cash equivalents

19,049

17,045

Net debt

(45,243)

(29,118)

Total equity

144,152

132,936

Net debt to equity ratio

0.31

0.22

 

 

18.  Loans and borrowings

 

 

2021

2020

 

Maturity

€'000

€'000

Bank loans

2022-2036

23,391 

11,090 

Lease Liabilities

2022-2031

11,079

10,521

Total loans and borrowings

 

34,470

21,611

Current

 

11,205

6,822

Non-current

 

23,265

14,789

 

The Group has a number of bank loans and lease liabilities with a mixture of variable and fixed interest rates. The Group has not been in default on any of these debt agreements during any of the periods presented. The loans are secured against the assets for which they have been drawn down for.

 

The Group has been in compliance with all debt agreements during the periods presented. The loan agreements in Ireland of €10.5 million (2020: €4 million) carry restrictive financial covenants including, EBITA to be no less than €18 million at end of each reporting period, interest cover to be 3:1 and to maintain a minimum cash balance of €5 million.

 

Interest rates on current borrowings are at an average rate of 4.64%

 

During 2021, the Group availed of the option to enter into overdraft facilities and to draw down loans of €15.2 million, €12.4 million in loans and €2.8 million in overdraft facilities. At 31 December 2021, Mincon Group has €2.5 million to drawdown on existing loan facilities.

 

Loans are repayable in line with their specific terms, the Group has one bullet repayment due in 2026 of €5 million.

 

Reconciliation of movements of liabilities to cash flows arising from financing activities

 

 

  

Balance at 1 January 2021

Arising from acquisition

Cash movements

Non-cash movements

Foreign exchange differences

Balance at 31 December 2021

  

€'000

€'000

€'000

€'000

€'000

€'000

Loans and borrowings

11,090

83

11,974

-

244

23,391

Lease liabilities

10,521

  39

(3,590)

3,943

166

11,079

Total

21,611

122

8,384

3,943

410

34,470

 

 

 

 

Interest rate range

Effective interest rate

Bank loans.........................................................................................................................

1% - 7.8%

3.4%

Lease Liabilities.................................................................................................................

2% - 15%

5.4%

 

 

 

 

 

 

19.  Non-controlling interest

 

The following table summarises the information relating to the Group's subsidiary, Mincon West Africa SL, Mincon Group plc acquired the additional 20% interest in the voting shares of Mincon West Africa on 1 October 2020, increasing its ownership interest to 100%.

 

2021

2020

Non-controlling Interest 20%

€'000

€'000

Non-current assets

-

-

Current assets

-

-

Non-current liabilities

-

-

Current liabilities

-

-

Net assets

-

-

Net assets attributable to NCI

-

-

Revenue

-

6,919

Profit

-

826

OCI

-

-

Total comprehensive income

-

826

Profit allocated to NCI

-

165

 

20.  Share capital and reserves

 

At 31 December 2021

 

 

 

 

 

Authorised Share Capital

Number

€000

Ordinary Shares of €0.01 each

500,000,000

5,000

 

Allotted, called-up and fully paid up shares

Number

€000

Ordinary Shares of €0.01 each

212,472,414

2,125

 

 

2021

2020

Opening Share Capital

211,675,02

210,973,102

Share Awards vested during year

797,390

701,922

Authorised Share Capital

212,472,414

211,675,024

Share issuances

On 26 November 2013, Mincon Group plc was admitted to trading on the Euronext Growth and the Alternative Investment Market (AIM) of the London Stock Exchange.

 

Voting rights

The holders of Ordinary Shares have the right to receive notice of and attend and vote at all general meetings of the Company and they are entitled, on a poll or a show of hands, to one vote for every Ordinary Share they hold. Votes at general meetings may be given either personally or by proxy. Subject to the Companies Act and any special rights or restrictions as to voting attached to any shares, on a show of hands every member who (being an individual) is present in person and every proxy and every member (being a corporation) who is present by a representative duly authorised, shall have one vote, so, however, that no individual shall have more than one vote for every share carrying voting rights and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.

 

Dividends

In June 2021, Mincon Group plc paid a final dividend for 2020 of €0.021 (2.10 cent) per ordinary share (€4.5 million).

 

In September 2021, Mincon Group plc paid an interim dividend in the amount of €0.0105 (1.05 cent) per ordinary share (€2.2 million total payment), which was paid to shareholders on the register at the close of business on 20 August 2021.

 

The Directors recommend the payment of a final dividend of €0.0105 (1.05 cent) per share for the year ended 31 December 2021 (31 December 2020: 1.05 cent per share).

20.  Share capital and reserves (continued)

 

Share premium and other reserves

As part of a Group reorganisation of the Company, Mincon Group plc, became the ultimate parent entity of the Group. On 30 August 2013, the Company acquired 100% of the issued share capital in Smithstown Holdings and acquired (directly or indirectly) the shareholdings previously held by Smithstown Holdings in each of its subsidiaries, thereby creating a merger reserve. 

21.  Earnings per share

 

Basic earnings per share (EPS) is computed by dividing the profit for the period available to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per share is computed by dividing the profit for the period by the weighted average number of Ordinary Shares outstanding and, when dilutive, adjusted for the effect of all potentially dilutive shares. The following table sets forth the computation for basic and diluted net profit per share for the years ended 31 December:

 

 

2021

2020

Numerator (amounts in €'000):

 

 

Profit attributable to owners of the Parent

14,600

14,221

Denominator (Number):

Basic shares outstanding

Restricted share awards

Diluted weighted average shares outstanding

 

 

212,472,414

211,675,024

5,820,000

4,825,517

218,292,414

216,500,544

Earnings per Ordinary Share

 

 

Basic earnings per share, €

Diluted earnings per share, €

6,87

  6.69

6.72

6.57

 

 

22.  Share based payment

 

The vesting conditions of the scheme state that the minimum growth in EPS shall be CPI plus 5% per annum, compounded annually, over the relevant three accounting years up to the share award of 100% of the participants

basic salary. Where awards have been granted to a participant in excess of 100% of their basic salary, the performance condition for the element that is in excess of 100% of basic salary is that the minimum growth in EPS shall be CPI plus 10% per annum, compounded annually, over the three accounting years.

 

i.  Share Awards

 

In March 2021, 516,128 Restricted Share Awards (RSAs) met the vesting conditions set down by the board of directors and were allotted to the recipients of the awards.

 

In April 2021, a further 281,261 Restricted Share Awards (RSAs) met the vesting conditions set down by the board of directors and were allotted to the recipients of the awards.

 

 

 

 

Reconciliation of outstanding share awards

Number of Awards

in thousand

Outstanding on 1 January 2021

844

Forfeited during the year

(47)

Exercised during the year

(797)

Granted during the year

-

Outstanding at 31 December 2021

-

   

 

 

 

22.  Share based payment (continued)

 

ii.  Share Options

 

During the year ended 31 December 2021, the Remuneration Committee made a grant of approximately 2,060,000 Restricted Share Options (RSAs) to members of the senior management team.

Reconciliation of outstanding share options

 

 

 

Number of Options

in thousands

Outstanding on 1 January 2021

3,981

Forfeited during the year

(221)

Exercised during the year

-

Granted during the year

2,060

Outstanding at 31 December 2021

5,820

 

 

 

LTIP Scheme

2021  Conditional Award at Grant Date

2020  Conditional Award at Grant Date

Conditional Award Invitation date

April 2021

April 2020

Year of Potential vesting

2024/2028

2023/2027

Share price at grant date

€1.35

€0.80

Exercise price per share/share options

€1.35

€0.80

Expected Volatility

36.57%

36.81%

Expected life

7 years

7 years

Risk free rate

(0.53%)

(0.50%)

Expected dividend yield

1.58%

2.53%

Fair value at grant date

€0.39

€0.21

Valuation model

Black & Scholes Model

Black & Scholes Model

 

 

 

 

 

 

 

23.  Financial risk management

 

The Group is exposed to various financial risks arising in the normal course of business. Its financial risk exposures are predominantly related to changes in foreign currency exchange rates and interest rates, as well as the creditworthiness of our counterparties.

 

The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

The Group audit committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

 

a) Liquidity and capital

The Group defines liquid resources as the total of its cash, cash equivalents and short term deposits. Capital is defined as the Group's shareholders' equity and borrowings.

 

The Group's objectives when managing its liquid resources are:

• To maintain adequate liquid resources to fund its ongoing operations and safeguard its ability to continue as a going concern, so that it can continue to create value for investors;

• To have available the necessary financial resources to allow it to invest in areas that may create value for shareholders; and

• To maintain sufficient financial resources to mitigate against risks and unforeseen events.

 

Liquid and capital resources are monitored on the basis of the total amount of such resources available and the Group's anticipated requirements for the foreseeable future. The Group's liquid resources and shareholders' equity at 31 December 2021 and 31 December 2020 were as follows:

 

2021

2020

 

€'000

€'000

Cash and cash equivalents

19,049

17,045

Loans and borrowings

34,470

21,611

Shareholders' equity

144,152

132,936

 

The Group frequently assess its liquidity requirements, together with this requirement and the rate return of long term euro deposits, the Group has decided to keep all cash readily available that is accessible within a month or less. Cash at bank earns interest at floating rates based on daily bank deposits. The fair value of cash and cash equivalents equals the carrying amount.

 

Cash and cash equivalents are held by major Irish, European, United States and Australian institutions with credit rating of A3 or better. The Company deposits cash with individual institutions to avoid concentration of risk with any one counterparty. The Group has also engaged the services of a depository to ensure the security of the cash assets.

 

Risk of counterparty default arising on cash and cash equivalents and derivative financial instruments is controlled by dealing with high-quality institutions and by policy, limiting the amount of credit exposure to any one bank or institution.

 

 

 

23.  Financial risk management (continued)

 

a) Liquidity and capital (continued)

 

At year-end, the Group's total cash and cash equivalents were held in the following jurisdictions:

 

31 December

31 December

 

2021

2020

 

€'000

€'000

Ireland

4,760

1,870

Americas

3,136

2,989

Australasia

1,108

1,723

Europe, Middle East, Africa

10,045

10,463

Total cash, cash equivalents and short term deposits

19,049

17,045

 

There are currently no restrictions that would have a material adverse impact on the Group in relation to the intercompany transfer of cash held by its foreign subsidiaries. The Group continually evaluates its liquidity requirements, capital needs and availability of resources in view of, among other things, alternative uses of capital, the cost of debt and equity capital and estimated future operating cash flow.

 

In the normal course of business, the Group may investigate, evaluate, discuss and engage in future company or product acquisitions, capital expenditures, investments and other business opportunities. In the event of any future acquisitions, capital expenditures, investments or other business opportunities, the Group may consider using available cash or raising additional capital, including the issuance of additional debt. The maturity of the contractual undiscounted cash flows (including estimated future interest payments on debt) of the Group's financial liabilities at 31 December were as follows:

  

Total

 

 

 

 

 

  

Current Value of

Total Undiscounted contractual  Cash Flows

  Less than

 

 

  More than

  

Cash Flows

 

1 Year

1-3 Years

3-5 Years

5 Years

  

€'000

€'000

€'000

€'000

€'000

€'000

At 31 December 2020:

 

 

 

 

 

 

Deferred consideration

4,723

4,803

2,068

2,252

370

113

Loans and borrowings

11,090

11,313

3,666

3,991

1,937

1,719

Lease liabilities

10,521

10,742

3,155

5,534

1,936

117

Trade and other payables

10,457

10,457

10,457

-

-

-

Accrued and other financial liabilities

5,529

5,529

5,529

-

-

-

Total at 31 December 2020

42,320

42,844

24,875

11,777

4,243

1,949

At 31 December 2021:

 

 

 

 

 

 

Deferred consideration

4,224

4,281

2,319

1,759

203

-

Loans and borrowings

23,391

23,866

7,565

7,163

4,409

4,729

Lease liabilities

11,079

11,302

3,640

5,249

1,699

714

Trade and other payables

15,683

15,683

15,683

-

-

-

Accrued and other financial liabilities

6,027

  6,027 

6,027

-

-

-

Total at 31 December 2021

60,404

61,159

35,234

14,171

6,311

5,443

        

 

b) Foreign currency risk

The Group is a multinational business operating in a number of countries and the euro is the presentation currency. The Group, however, does have revenues, costs, assets and liabilities denominated in currencies other than euro.

 

 

Transactions in foreign currencies are recorded at the exchange rate prevailing at the date of the transaction. The resulting monetary assets and liabilities are translated into the appropriate functional currency at exchange rates prevailing at the reporting date and the resulting gains and losses are recognised in the income statement. The Group manages some of its transaction exposure by matching cash inflows and outflows of the same currencies. The Group does not engage in hedging transactions and therefore any movements in the primary transactional currencies will impact profitability. The Group continues to monitor the appropriateness of this policy.

 

 

 

23.  Financial risk management (continued)

 

b) Foreign currency risk (continued)

 

The Group has material subsidiaries with a functional currency other than the euro, such as US dollar, Australian dollar, South African rand, Canadian dollar, British pound and Swedish krona. Changes in the exchange rate year on year between the reporting currencies of these operations and the Euro, have an impact on the Group's consolidated reported result.

 

The Group's worldwide presence creates currency volatility when compared year on year. During 2021, currencies were volatile due to the COVID-19 Global pandemic, however the euro remained relatively steady against all major currencies the Group trades in.

 

· The US dollar increased by 7% against the closing 2020 euro rate (2020 decrease of 9% against 2019).

· The Australian dollar increased by 2% against the closing 2020 euro rated (2020 remained flat against 2019).

· The South African rand remained flat against the closing 2020 euro rated (2020 decrease of 14% against 2019).

· The Swedish Krona has decreased 2% against the closing 2020 euro rated (2020 increase of 4% against 2019).

 

In 2021, 54% (2020: 57%) of Mincon's revenue €144 million (2020: €130 million) was generated in AUD, SEK and USD. The majority of the Group's manufacturing base has a euro, US dollar or Swedish Krona cost base. While Group management makes every effort to reduce the impact of this currency volatility, it is impossible to eliminate or significantly reduce given the fact that the highest grades of our key raw materials are either not available or not denominated in these markets and currencies. Additionally, the ability to increase prices for our products in these jurisdictions is limited by the current market factors. 

 

The Group is also exposed to foreign currency risk on its liquid resources (cash), of which the euro equivalent of €4.8 million was held in US dollar (USD 5.5 million), €2.5 million was held in Swedish krona (SEK 25.6 million) and the euro equivalent of €1.1 million was held in Australian dollar (AUD 1.7 million).

 

 

 

2021

2020

Euro exchange rates

Closing

Average

Closing

Average

US Dollar

1.13

1.18

1.22

1.14

Australian Dollar

1.56

1.57

1.59

1.66

South African Rand

18.06

17.47

17.91

18.76

Swedish Krona

10.26

10.14

10.06

10.48

 

 

 

 

 

 

23.  Financial risk management (continued)

 

c) Credit risk

 

Credit risk is the risk that the possibility that the Group's customers may experience financial difficulty and be unable to meet their obligations. The Group monitors its collection experience on a monthly basis and ensures that a stringent policy is adopted to provide for all past due amounts. The majority of the Group's customers are third party distributors and end users of drilling tools and equipment.

 

Expected credit loss assessment

The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss and applying experienced credit judgement. Credit risk grades are defined using quantitative factors that are indicative of the risk of default and are aligned to past experiences. Loss rates are based on accrual credit loss experience over the past five years.

 

The maximum exposure to credit risk for trade and other receivables at 31 December 2021 and 31 December 2020 by geographic region was as follows:

 

 

2021

2020

 

€'000

€'000

Americas

7,969

7,298

Australasia

3,330

2,540

Europe, Middle East, Africa

13,811

10,802

Total amounts owed

25,110

20,640

 

d) Interest rate risk

 

Interest Rate Risk on financial liabilities

There were no significant changes in interest rates during 2021 and therefore there was no significant impact. Movements in interest rates had no significant impact on our financial liabilities or finance cost recognised in either 2020 or 2021.

 

Interest Rate Risk on cash and cash equivalents

Our exposure to interest rate risk on cash and cash equivalents is actively monitored and managed, the rate risk on cash and cash equivalents is not considered material to the Group.

 

e) Fair values

 

Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing parties, other than in a forced or liquidation sale. The contractual amounts payable less impairment provision of trade receivables, trade payables and other accrued liabilities approximate to their fair values.

 

f) Deferred consideration

The movements in respect of the deferred consideration value in the year to 31 December 2021 are as follows:

 

 

 

 

Deferred consideration

 

€'000

Balance at 1 January 2021

4,723

Arising on acquisition

1,564

Cash payment

(2,082)

Foreign currency translation adjustment

17

Unwinding of discount on deferred consideration

2

Balance at 31 December 2021

4,224

 

 

 

 

 

 

 

24.  Subsidiary undertakings

 

At 31 December 2021, the Group had the following subsidiary undertakings:

 

 

Company

Group

Share % 

Registered Office &

Country of Incorporation

Mincon International Limited

100%

Smithstown, Shannon, Co. Clare, Ireland

Manufacturer of rock drilling equipment

 

 

 

 

 

Mincon Rockdrills PTY Ltd

100%

8 Fargo Way, Welshpool, WA 6106, Australia

Manufacturer of rock drilling equipment

 

 

 

 

 

1676427 Ontario Inc. (Operating as Mincon Canada)

100%

400B Kirkpatrick Street, North Bay,

Ontario, P1B 8G5, Canada

Manufacturer of rock drilling equipment

 

 

 

 

Mincon Carbide Ltd

100%

Windsor St, Sheffield S4 7WB, United Kingdom

Manufacturer of tungsten carbide

 

 

 

 

 

Mincon Inc.

100%

603 Centre Avenue, N.W. Roanoke, VA 24016, USA

Sales company

 

 

 

 

Mincon Sweden AB

100%

Industrivagen 2-4, 61202 Finspang, Sweden

Sales company

 

 

 

 

 

Mincon Nordic OY

100%

Hulikanmutka 6, 37570 Lempälä, Finland

Sales company

 

 

 

 

 

Mincon Holdings Southern Africa (Pty)

100%

1 Northlake, Jetpark 1469, Gauteng, South Africa

Sales company

 

 

 

 

 

ABC Products (Rocky) Pty Ltd

100%

2/57 Alexandra Street, North Rockhampton, Queensland, 4701 Australia

Sales company

 

 

 

 

Mincon West Africa SARL

100%

Villa TF 4635 GRD, Almadies, Dakar B.P. 45534, Senegal

Dormant company

 

 

 

 

Mincon West Africa SL

100%

Calle Adolfo Alonso Fernández, s/n, Parcela P-16, Planta 2, Oficina 23, Zona Franca de Gran Canaria, Puerto de la Luz, Código Postal 35008, Las Palmas de Gran Canari

 

Sales company

 

 

 

 

Mincon Poland

100%

ul.Mickiewicza 32, 32-050 Skawina, Poland

Dormant company

 

 

 

 

 

Mincon Canada - Western Service Centre (previously Pacific Bit of Canada)

100%

3568-191 Street, Unit 101, Surrey BC, V3Z 0P6, Canada

Sales company

 

 

 

 

24.  Subsidiary undertakings (continued)

 

 

 

 

 

Company

Group

Share % 

Registered Office &

Country of Incorporation

 

 

 

Mincon Rockdrills Ghana Limited

100%

P.O. Box CT5105, Accra,

Ghana

Dormant company

 

 

 

 

Mincon S.A.C.

100%

Calle La Arboleda 151, Dpto 201, La Planicie, La Molina, Peru

Sales company

 

 

 

 

Ozmine International Pty Limited

100%

Gidgegannup, WA 6083, Australia

Dormant company

 

 

 

 

Mincon Chile

100%

Av. La Dehesa #1201, Torre Norte, Lo Barnechea, Santiago, Chile

Sales company

 

 

 

 

Mincon Tanzania

100%

Plot 1/3 Nyakato Road,

Mwanza, Tanzania

Dormant company

 

 

 

 

Mincon Namibia Pty Ltd

100%

Ausspannplatz, Windhoek, Namibia

Sales company

 

 

 

 

 

Mincon Russia

100%

4,4 Lesnoy In,125047  Moscow, Russia

Dormant Company

 

 

 

 

 

Mincon Mining Equipment Inc

100%

19789-92a Avenue, Langley, British Columbia V1M3B3, Canada

Sales company

 

 

 

 

Mincon Exports USA Inc.

100%

603 Centre Ave, Roanoke VA 24016, USA

Group finance company

 

 

 

 

Mincon International Shannon

100%

Smithstown, Shannon, Co. Clare, Ireland

Dormant company

 

 

 

 

 

Smithstown Holdings

100%

Smithstown, Shannon, Co. Clare, Ireland

Holding company

 

 

 

Mincon Canada Drilling Products Inc.

 

100%

 

Suite 1800-355 Burrard Street, Vancouver, BC V6C 268, Canada

Holding company

 

 

 

 

Lotusglade Limited

100%

Smithstown, Shannon, Co. Clare, Ireland

Holding company

 

 

 

 

 

Floralglade Company

100%

Smithstown, Shannon, Co. Clare, Ireland

Holding company

 

 

 

 

 

 

 

 

 

 

 

24.  Subsidiary undertakings (continued)

 

 

 

 

 

Company

Group

Share % 

Registered Office &

Country of Incorporation

 

 

 

Castle Heat Treatment Limited

100%

Smithstown, Shannon, Co. Clare, Ireland

Holding company

 

 

 

 

 

Mincon Microcare Limited

100%

Smithstown, Shannon, Co. Clare, Ireland

Holding company

 

 

Driconeq AB

100%

Svetsarevägen 4, 686 33, Sunne, Sweden

 

Holding company

 

 

 

 

 

Driconeq Production AB

100%

Svetsarevägen 4, 686 33, Sunne, Sweden

 

Manufacturing facility

 

 

 

 

 

Driconeq Fastighet AB

100%

Svetsarevägen 4, 686 33, Sunne, Sweden

 

Property holding company

 

 

 

 

 

Driconeq Do Brasil

100%

Rua Dr. Ramiro De Araujo Filho, 348, Jundai, SP, Brasil

Sales company

 

 

 

 

 

Driconeq Africa Ltd

100%

Cnr of Harriet and James Bright Avenue, Driehoek. Germiston 1400

Manufacturing facility

 

 

 

 

 

Driconeq Australia Holdings Pty Ltd

100%

47 Greenwich Parade, AU-6031 Neerabup, WA, Australia

Holding company

 

 

 

 

 

Driconeq Australia Pty Ltd

100%

47 Greenwich Parade, AU-6031 Neerabup, WA, Australia

Manufacturing facility

 

 

 

 

 

Mincon Drill String AB

100%

Svetsarevägen 4, 686 33, Sunne, Sweden

 

Holding company

 

 

 

 

 

 

EURL Roc Drill

 

Sales company

 

100%

 

Rue Charles Rolland, 29650 Guerlesquin, France

 

 

Attakroc Inc

 

Sales company

 

100%

 

601, rue Adanac, Quebec, G1C 7G6, Canada

 

Mincon Quebec

 

Holding company

 

100%

 

601, rue Adanac, Quebec, G1C 7G6, Canada

 

 

 

 

 

 

 

 

 

25.  Leases

 

A.  Leases as Lessees (IFRS 16) 

 

The Group leases property, plant and equipment across its global operations.

 

During 2020, one of the leased properties in Finland was sublet. The lease and sublease expire in 2023

 

During 2019, one of the leased properties in Australia was sublet. The lease and sublease expire in 2024.

 

The Group leases IT and other equipment with contract terms of less than 12 months and also for low value items.

The Group has elected not to recognise right-of -use assets and lease liabilities for these leases in line with availing of the exemptions for such leases allowable under IFRS16.

 

Information about leases for which the Group is a lessee is presented below.

 

 

i)  Right-of-use assets 

 

31 December 2020

 

€'000

Balance at 1 January

3,488

Depreciation charge for the year

(1,816)

Additions to right of use assets

3,487

Disposal of right of use asset

(536)

Derecognition of right of use asset*

(231)

Foreign exchange difference

(151)

Balance at 31 December 2020

4,241

 

 

31 December 2021

 

 

€'000

 

Balance at 1 January

4,241

 

Depreciation charge for the year

(1,896)

 

Additions to right of use assets

3,458

 

Disposal of right of use asset

(156)

 

Derecognition of right of use asset*

-

 

Foreign exchange difference

49

 

Balance at 31 December 2021

5,696

 

    

*Derecognition of the right of use asset during 2020 is as a result of entering into a finance sub-lease.

 

 

 

ii)  Amounts recognised in income statement.

 

2021

 2020

 

€'000

€'000

Interest on lease liabilities

308

332

Expenses related to short term leases

311

314

Expenses related to leases of low value assets

65

95

-Leases under IFRS 16

684

741

 

 

 

iii)  Amounts recognised in statement of cash flows

 

2021

 2020

 

€'000

€'000

Total cash outflow for leases 

  3,590

  3,455

Total cash outflow of leases

  3,590

  3,455

 

 

25.  Leases (continued)

 

iv)  Extension options

 

Some property leases contain extension options exercisable by the Group. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group is reasonably certain it will not incur future lease liabilities beyond what is currently calculated.

 

B.  Leases as Lessor (IFRS 16)

 

i)  Financing Lease

The group subleased a properties that had been recognised as a right of use asset in Finland and Australia. The group recognised income interest in the year in relation to this totalling  €194,000.

 

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the reporting date.

 

 

31 December 2021

31 December 2020

 

€'000

€'000

Less than one year

192

  188

One to two years

146

  185

Two to three years

-

140

Balance at 31 December 2021

338

513

Unearned finance income

(22)

(43)

Total undiscounted lease receivable

316

470

 

ii)  Operating leases

 

The group leases company owned property out to tenants in the USA under various agreements. The group recognises these leases as operating leases from a lessor perspective due to the fact they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets. 

 

Rental income recognised by the Group during 2021 was €214,000 (2020: €213,000). 

 

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the reporting date.

 

 

 

31 December 2021

 

 

€'000

Less than one year

 

65

One to two years

 

20

Total

 

85

 

 

 

26.  Commitments

 

The following capital commitments for the purchase of property, plant and equipment had been authorised by the directors at 31 December 2021:

 

 

31 December

31 December

 

2021

2020

 

€'000

€'000

Contracted for

2,837

3,044

Not-contracted for

772

521

Total

3,609

3,565

    

 

 

27.  Litigation

 

The Group is not involved in legal proceedings that could have a material adverse effect on its results or financial position.

 

 

28.  Related parties

 

As at 31 December 2021, the share capital of Mincon Group plc was 56.32% owned by Kingbell Company which is ultimately controlled by Patrick Purcell and members of the Purcell family. Patrick Purcell is also a director of the Company.

 

In June 2021, the Group paid a final dividend for 2020 of €0.210 to all shareholders. The total dividend paid to Kingbell Company was €2,411,545.

 

In September 2021, the Group paid an interim dividend for 2021 of €0.0105 to all shareholders. The total dividend paid to Kingbell Company was €1,261,385 (September 2020: €1,256,551).

 

The Group has a related party relationship with its subsidiary and its joint venture undertakings (see note 24) for a list of these undertakings), directors and officers. All transactions with subsidiaries eliminate on consolidation and are not disclosed.

 

Transactions with Directors

The Group is owed €Nil from directors and shareholders at 31 December 2021 and 2020. The Group has amounts owing to directors of €Nil as at 31 December 2021 and 2020.

 

Key management compensation

The profit before tax from continuing operations has been arrived at after charging the following key management compensation:

 

2021

2020

 

€'000

€'000

Short term employee benefits  

1,514

1,441

Bonus and other emoluments

320

347

Post-employment contributions  

145

126

Social security costs

109

86

Share based payment charged in the year

221

96

Total

2,309

2,096

 

The key management compensation amounts disclosed above represent compensation to those people having the authority and responsibility for planning, directing and controlling the activities of the Group, which comprises the Board of Directors and executive management (ten in total at year end). Amounts included above are time weighted for the period of the individuals employment.

 

 

 

 

 

 

29.  Events after the reporting date

 

The Board of Mincon Group plc is recommending the payment of a full year dividend for the year ended 31 December 2021 in the amount of €0.0105 (1.05 cent) per ordinary share, which will be subject to approval at the Annual General Meeting of the Company in May 2022. Subject to Shareholder approval at the Company's annual general meeting, the final dividend will be paid on 17 June 2022 to Shareholders on the register at the close of business on 27 May 2022.

 

Acquisition of the Spartan Drilling Tools

 

On 1 January 2022, the Group acquired 100% shareholding in Spartan Drilling Tools, a manufacturer of drill pipe and related products based in the USA for a consideration of €925,000. The goodwill arising on acquisition is circa €200,000, with expected 2022 revenue of €3 million. 

 

 

30.  Approval of financial statements

 

The Board of Directors approved the consolidated financial statements on 11 March 2022.

 

 

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