Haynes Publishing Group PLC Annual Financial Report (3241S)

TIDMHYNS

RNS Number : 3241S

Haynes Publishing Group PLC

02 October 2017

Haynes Publishing Group P.L.C. ("the Company")

Annual Financial Report

Annual Report and Notice of Annual General Meeting

The Company has posted its Annual Report and Accounts 2017 and Notice of Annual General Meeting 2017 to shareholders.

The Company announces that in compliance with Listing Rule 9.6.1, copies of the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

 
 i)     Annual Report and Accounts 2017 
 ii)    Notice of Annual General Meeting 2017 
 iii)   Form of proxy for Ordinary Shareholders for 
         the Annual General Meeting 
 

The Annual Report and Accounts, which were approved by the Board of Directors on 20 September 2017, constitute the Annual Financial Report for the purposes of DTR 4.1.

The Company's Annual General Meeting will be held at 1:00pm on Wednesday 8 November 2017 at the Haynes International Motor Museum, Sparkford, near Yeovil, Somerset.

Both the Annual Report and Accounts 2017 and Notice of Annual General Meeting 2017 are also available to view on the Company's website www.haynes.co.uk/investor.

In compliance with DTR 6.3.5, the following information is extracted from the Annual Report and Accounts 2017 and should be read in conjunction with the Company's Results Announcement issued on 14 September 2017, both of which can be found at www.haynes.co.uk/investor. Together, these documents constitute the information required by DTR 6.3.5 to be communicated to the media in full unedited text through a Regulatory Information Service. This information is not a substitute for reading the Annual Report and Accounts 2017 in full and page numbers and cross-references in the extracted information below refer to page numbers and cross-references in the Annual Report and Accounts 2017.

Principal risks and uncertainties

The following is an extract from the Strategic Report on page 18 of the Annual Report and Accounts 2017:

In common with most businesses there are risks inherent in the Group's underlying operations which could impact on the Group's operating and financial performance. Thus the reporting systems can only provide reasonable and not absolute assurance against damage or loss resulting from business activities. Nevertheless, through its day to day management disciplines and monitoring of systems, the Group evaluates and mitigates unnecessary risks.

The Board has the primary responsibility for identifying the major business risks facing the Group and developing appropriate policies to manage those risks. These policies are used both by the directors and by senior management to determine the key control procedures for each area of risk identified by the Board and the degree of information required to safeguard the business and the assets used within it. It is accepted that risk is itself prevalent in any commercial enterprise and that it must be the objective of the Group's management and staff to be prudent in the acceptance and control of risk incurring activity, rather than aiming to eliminate it entirely.

The table below highlights the principal risks and uncertainties which the Board believes are presently most relevant to the Haynes Group. Wider scope risks such as macroeconomic conditions which impact all business but over which the Group has little or no control have not been included.

 
 Risk                 Why the Board             How the Board mitigate 
                       think this                the risk 
                       is important 
-------------------  ------------------------  ---------------------------------------------------------------- 
 Reducing             60% of the                     The Board seek to mitigate 
  DIY activity         Group's revenue                this risk by : 
  on cars &            is derived                      *    Broadening the Group's revenue generating base. 
  motorcycles          from the sale 
  in the Group's       of printed 
  core geographic      service and                     *    By opening up new geographic sales territories. 
  markets.             repair manuals 
                       originated 
                       in its core                     *    By developing new delivery platforms to deliver the 
                       geographic                           Group's content through a variety of multi-media 
                       markets.                             formats. 
 The publication      The Haynes                Through the process driven 
  of inaccurate        brand is built            methodology the Group 
  information.         on a reputation           adopts to capture its 
                       of publishing             technical data; the skill 
                       technically               and expertise of the staff 
                       accurate information      recruited and the level 
                       in a trusted              of quality control applied 
                       and easy to               to the approval process, 
                       understand                the Group takes the necessary 
                       format.                   steps to minimise this 
                                                 risk. As a responsible 
                                                 business the Group has 
                                                 appropriate global insurance 
                                                 to cover product indemnity 
                                                 and multimedia liability. 
 Lack of investment   In both our               The Board ensures that 
  in the core          professional              the level of ongoing expenditure 
  products             and consumer              on product development 
  and in developing    markets it                is appropriate to maintain 
  new product          is vital that             the Group's reputation 
  initiatives.         vehicle coverage          and to retain its market 
                       is kept up-to-date.       leading positions in its 
                                                 respective market sectors. 
 A failure            The business              Through the recruitment 
  in the Group's       is dependent              of technically competent 
  information          on its information        staff and the appropriate 
  technology           technology                level of investment in 
  systems prevents     systems to                the Group's information 
  the business         run its day-to-day        technology infrastructure 
  from functioning     operations                the Board takes comfort 
  and/or fulfilling    and in the                that the information technology 
  its contractual      case of its               systems are appropriate 
  duties.              digital delivery          and fit for purpose. Maintaining 
                       platforms                 adequate back-up procedures 
                       to deliver                is a key component of 
                       the technical             minimising the risk of 
                       information               system downtime. 
                       to its end 
                       users. 
 An over reliance     The loss of               The Group aims to establish 
  on a single          a major customer          strong and long standing 
  key customer.        could significantly       relationships with all 
                       impact on                 its key customers. However, 
                       the financial             the Board recognises that 
                       performance               a customer can be lost 
                       of the Group              for a variety of reasons 
                       and hamper                and therefore, by broadening 
                       the Board's               the base of the business 
                       objective                 and developing new delivery 
                       of delivering             platforms, the reliance 
                       sustainable               on a single customer is 
                       revenue and               reduced. In the current 
                       profit growth.            financial year there are 
                                                 no customers who represents 
                                                 more than 10% of Group 
                                                 revenue. 
 The loss             The Group                 Through the setting of 
  of key executives    has key executives        competitive remuneration 
  and personnel.       and employees             packages and fulfilling 
                       who have worked           employment conditions 
                       in the business           the Group helps to mitigate 
                       for a number              the loss of a senior Board 
                       of years and              executive or key employee. 
                       who have an               In the case of Board executives, 
                       in-depth knowledge        the responsibility for 
                       of the Group,             succession planning and 
                       its processes             the recruitment of new 
                       and its culture.          Board executives is overseen 
                                                 by the Remuneration and 
                                                 Nomination Committee. 
 The funding          A need to                 The performance of both 
  position             significantly             the US and UK pension 
  on the Group's       increase contributions    schemes are monitored 
  two defined          into the pension          on a regular basis by 
  benefit schemes      schemes could             the Company, the Trustees 

  deteriorates         adversely                 and the Scheme's professional 
  requiring            affect the                advisers and the funding 
  significant          Group's ability           to the schemes reflects 
  additional           to invest                 the ongoing investment 
  funding.             in the development        requirements of the Group. 
                       of new delivery 
                       platforms, 
                       new product 
                       initiatives 
                       and to fund 
                       both internal 
                       and acquisitive 
                       growth. 
-------------------  ------------------------  ---------------------------------------------------------------- 
 

Risk management

The following is an extract from the Corporate Governance statement on page 31 of the Annual Report and Accounts 2017:

"The Board has the primary responsibility for identifying the major business risks facing the Group and developing appropriate policies to manage those risks. These policies are used both by the directors and by senior management to determine the key control procedures for each area of risk identified by the Board and the degree of information required to safeguard the business and the assets used within it.

It is accepted that risk is itself prevalent in any commercial enterprise and that it must be the objective of the Group's management and staff to be prudent in the acceptance and control of risk incurring activity, rather than aiming to eliminate it entirely. Thus the reporting systems can only provide reasonable and not absolute assurance against damage or loss resulting from business activities.

Through its day to day management disciplines, face to face meetings, regular written reports and monitoring systems, the Group evaluates and mitigates unnecessary risks.

In addition, there are a number of areas of the Group's business where it is necessary to accept a degree of risk in order to deliver revenue and profitability growth. The publication of automotive workshop manuals in both a print and online format and a range of titles covering non-automotive practical and DIY subject matters, including a range of light entertainment manuals styled on the iconic Haynes Manual, engenders commercial and publishing risk requiring close evaluation by editors and editorial committees with an in-depth knowledge of their subject and their markets.

For the financial year ended 31 May 2017, the Board is satisfied that there was in place an ongoing process for identifying, evaluating, and managing the significant risks faced by the Group as a whole. This process is formally structured by means of a written report which is presented annually by the Chief Financial Officer to the Board. In addition, through discussion with the heads of the various operating units, an update is provided to the Board by the Chief Financial Officer at the half year. Risks identified by this process are regularly reviewed by the Board and addressed jointly by the Chief Executive Officer and directors drawing upon the skills of senior management as necessary. The Board monitors this process and is satisfied that, given the size of the Group, and the nature of its operations, this process is sufficient to meet its needs without unduly hampering entrepreneurial activity, and that (in accordance with the recommendation of the Audit Committee) a separate internal audit function is not required."

Statement of Directors' Responsibilities

The following is an extract from page 45 of the Annual Report and Accounts 2017:

"The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

The directors are required by company law to prepare financial statements for each financial year. Under that law the directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The directors have chosen to prepare financial statements for the Company in accordance with UK Generally Accepted Accounting Practice. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss for the Group for that period.

In preparing the Group and Company financial statements, the directors are required to:

   --    select suitable accounting policies and then apply them consistently; 
   --    make judgements and estimates that are reasonable and prudent; 

-- for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU, subject to any material departures disclosed and explained in the financial statements;

-- for the Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

-- prepare a director's report, a strategic report and director's remuneration report which comply with the requirements of the Companies Act 2006.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, disclose with reasonable accuracy at any time the financial position of the Company, and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006, and as regards the Group financial statements and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's performance, business model and strategy.

Website Publication

The directors are responsible for ensuring the annual report and financial statements are made available on a website. Financial statements are published on the Group's UK website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's UK website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Directors' responsibility statement pursuant to DTR4

The directors confirm to the best of their knowledge:

-- The Group financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs) and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Parent Company.

-- The annual report includes a fair review of the development and performance of the business and the financial position of the Group and the Parent Company, together with a description of the principal risks and uncertainties that they face."

Financial risk and treasury policy

The following is an extract from Note 21 on pages 78 to 80 of the Annual Report and Accounts 2017:

"The Group's principal financial instruments during the year comprised bank loans and overdrafts, cash and short-term deposits as well as other various items arising from its operations such as trade receivables and trade payables. The main purpose of these instruments is to finance the Group's working capital requirements as well as funding its capital expenditure programmes. From time to time the Group may enter into derivative transactions such as interest rate swaps or forward exchange contracts, the main purpose of such transactions is to manage the interest rate and currency risks arising from the Group's operations and sources of finance. There were no such transactions entered into during the current or preceding financial years.

Foreign currency risk

The Group has investments in subsidiary operations outside of the UK and also buys and sells goods and services in currencies other than in the functional currencies of its subsidiary operations. In light of the above, the Group's non sterling revenues, profits, assets, liabilities and cash flows can be affected by movements in exchange rates. The Group is able to take advantage of certain natural hedge flows within the business operations which helps to minimise the impact of the fluctuations in exchange but where appropriate will use forward rates to minimise the risk. There were no forward exchange contracts entered into during the current or preceding financial years. It is Group policy not to engage in any speculative trading in financial instruments.

Sensitivity analysis

The most significant foreign currency risk to the Group is in relation to the euro and the US dollar. Management estimate that if all other variables remained constant the impact on pre-tax profits/(losses) of a 5% increase in the value of the euro and US dollar against sterling would have been to reduce profits by GBP0.1 million and GBP0.2 million respectively, with a decrease of 5% having an equal and opposite effect. The impact on net assets of a 5% increase in the value of the euro and US dollar against sterling would be GBP0.5 million and GBP0.9 million respectively, with a decrease of 5% having an equal and opposite effect. These estimates have been based on an assessment of translating the euro and US dollar profits into sterling using the average exchange rates for the year of EUR1.17 and $1.28 and closing rates of EUR1.15 and $1.29. Apart from balances held in the functional currency of the various Group trading entities, there were no other significant balances held by the trading companies in other currencies which would give rise to a significant foreign exchange exposure at the end of the financial year.

Credit risk

The Group's credit risk is primarily attributable to its trade receivables, which are spread over a range of countries and customers, a factor which helps to dilute the concentration of risk. The risk associated with such trading is mitigated through credit control management procedures including the use of credit worthiness checks, the application of credit limits and

the sale of goods subject to retention of title clauses. The UK business outsources its distribution which includes customer invoicing, cash collection and credit control. The external distributor invoices the customers of the UK business as its agent but the UK business retains the full credit risk associated with the sales. In light of this arrangement the UK business has a secondary risk in relation to the cash collected from its customers which has yet to be remitted to the UK business by the external distributor. A provision is made against such balances where there is an identifiable loss or event, which based on prior experience provides management with a significant doubt over the recovery of the balance. Due to the long established relationships with the majority of the Group's customers and the good standing of the UK distributor which is part of a large multinational publishing group, there is not deemed to be a credit quality issue in relation to the trade receivables balance. The amount of the total exposure is shown in note 16.

In addition to the above, the UK business has an exposure in relation to contractual advanced royalty payments to authors. However, due to the large number of authors there is no significant concentration of risk. The asset balance in relation to the author advances is held within other debtors and prepayments (refer to note 16) and amounted to GBP0.2 million net of

allowances for doubtful recovery (2016: GBP0.2 million).

The credit risk on liquid funds is limited as the funds are held at banks with high credit ratings assigned by international credit rating agencies.

Liquidity risk

The principal aim of the Group's liquidity management is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and asset leasing. As at 31 May 2017 the Group had a GBP5.0 million UK overdraft facility (2016: GBP3.0 million) which has no fixed renewal date and is due for review in December 2017, a EUR0.4 million overdraft facility in Europe (2016: EUR0.4 million) which has no fixed renewal date and a $1.0 million revolving loan facility in the US (2016: $5.5 million) which has $1.0 million undrawn as at 31 May 2017 and is due for renewal in July 2018.

Interest rate risk

From time to time the Group companies have overdraft and loan facilities which are subject to variable rates of interest based on the respective bank's base rate. As at 31 May 2017 there were bank loans outstanding of GBPnil (2016: GBP0.2 million) and bank overdrafts outstanding of GBP3.3 million (2016: GBP2.0 million). Money market deposits are placed for periods varying between call and one month and attract variable rates of interest based upon the banks cost of funds for the relevant currencies.

Sensitivity analysis

As all of the Group's borrowings are subject to variable interest rates the Group has an exposure to a change in the market rates of interest. Management have not undertaken a sensitivity analysis on the impact of movement in the bank base rate as they deem it would have an immaterial effect on Group results due to a combination of the low level of borrowing at the year end and the low current base rates in the UK and US.

Fair value of financial assets and liabilities

There are no material differences between the carrying values and the fair values of the financial assets and liabilities as recorded in the Consolidated Balance Sheet. Details of the amounts of financial assets and liabilities held in foreign currencies can be found in notes 16, 17, 18, 19 and 20 to the Consolidated Financial Statements.

Capital management

The primary aim of the Group's capital management is to safeguard the Group's ability to continue as a going concern, to support its businesses and to maximise shareholder value. The Group monitors its capital structure and makes adjustments as and when it is deemed necessary and appropriate to do so using such methods as adjusting the dividend payment to shareholders or the issuing of new shares.

Interest cover

 
                                       2017   2016 
 
Operating profit before exceptional 
 items (GBP000)                       3,208  2,456 
Net finance costs (GBP000)               55     65 
Interest cover (ratio)                   58     38 
 

Interest cover is calculated by taking the operating profit before exceptional items from the Consolidated Income Statement divided by net finance costs (defined as finance costs less finance income), where finance income is greater than the finance costs, net finance costs is shown as GBPnil.

Gearing ratio

 
                          2017    2016 
 
Net debt (GBP000)            -       - 
Total equity (GBP000)   21,316  24,235 
Gearing ratio (%)            -       - 
 

The net gearing ratio comprises net debt divided by total equity (net debt being defined as cash and cash equivalents net of bank loans - see notes 17 and 18)."

Related party transactions

The following is an extract from Note 24 on pages 86 to 87 of the Annual Report and Accounts 2017:

Identity of related parties

The Group has a related party relationship with its subsidiaries and with its directors. A list of all the Group's subsidiaries is shown in note 36.

Transactions with related parties

The interests of the directors in the ordinary share capital of the Company as at 31 May 2017 are shown in the Board Report on Remuneration on page 42 as required by the FCA's Disclosure Transparency rules.

During the year the directors had declarable interests in contracts with the Company and its subsidiary undertakings as shown below.

1. A lease dated 28 August 1979 between John H Haynes Developments Inc, (a company registered in California and controlled by JH Haynes) and Haynes North America Inc. of the premises situated at 859 and 861 Lawrence Drive, Newbury Park, California which was amended on 1 May 2001, runs for a period of 5 years from that date. The tenancy on premises 859 Lawrence Drive is presently held over pending renewal and the annual rent for the year ended 31 May 2017 was $103,607 (2016: $103,607) or GBP81,260 (2016: GBP69,549) at the average exchange rate for the year. The tenancy on premises 861 Lawrence Drive was terminated on 28 February 2017 and the amount paid to Haynes Developments for the year ended 31 May 2017 was $77,705 (2016: $103,607) or GBP60,952 (2016: GBP69,549) at the average exchange rate for the year.

2. During the year The Haynes Motor Museum Limited, (of which JH Haynes and Mrs AC Haynes are directors) which is jointly owned by the Haynes International Motor Museum Charitable Trust and JH Haynes and Mrs AC Haynes (spouse of JH Haynes), undertook the following transactions with the Group:

 
 
                                                        Balance                    Balance 
                                                             at                         at 
                                       Transactions      31 May   Transactions      31 May 
                                               2017        2017           2016        2016 
                                            GBP'000     GBP'000        GBP'000     GBP'000 
 Supply of conference 
 facilities and 
 garage workshop 
 services                                                     5              -           4     - 
 Purchase of books 
  and manuals and 
  storage rental                                             13              1          15     2 
 
 JH Haynes is a Trustees of the Charitable Trust. 
 
 

3. A tenancy of 12 Ivel Gardens, Ilchester - owned by Mrs. A C Haynes and let to Haynes Publishing Group P.L.C., with Haynes Developments Limited acting as agent for lessor. From 1 June 2015 until 25 March 2016 when the tenancy was terminated, the amount paid to Haynes Developments Limited for the rent and service charges of 12 Ivel Gardens was GBP8,444. In addition GBP1,200 (2016: GBP100) was paid to Haynes Developments Limited for rent and service charges relating to Fulton Mews in London. As at 31 May 2017 the balance outstanding to Haynes Developments Limited was GBP240 (2016: GBP904).

4. During the year the Company continued its engagement for the services of New Century Media Limited to undertake financial PR on behalf of the Company. Mr E Bell is a non-executive director of New Century Media Limited. During the period the Company paid GBP78,243 (2016: GBP84,213) to New Century Media Limited for financial PR services. As at 31 May 2017 the balance outstanding to New Century Media Limited was GBPnil (2016: GBP7,843).

Except as stated above, no directors were materially interested in contracts with the Company or any of its subsidiary undertakings.

Key management emoluments

The remuneration of the directors, who are the key management personnel of the Group is set out below in aggregate for each of the categories specified within IAS 24 'Related Party Disclosures'. Further information regarding the directors' individual remuneration packages is provided in the audited part of the Board Report on Remuneration on pages 35 to 44.

 
                                      2017     2016 
                                   GBP'000  GBP'000 
 
Short term employee benefits         1,214    1,754 
Post employee benefits                  47      864 
                                   -------  ------- 
                                     1,261    2,618 
Employer's social security costs       127       51 
                                   -------  ------- 
                                     1,388    2,669 
                                   -------  ------- 
 

Contact :

   Haynes Publishing Group P.L.C.                       [phone] 

Richard Barker

Group Company Secretary

   Panmure Gordon                                                   [phone] 

Karri Vuori

Erik Anderson

James Greenwood

This information is provided by RNS

The company news service from the London Stock Exchange

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October 02, 2017 07:00 ET (11:00 GMT)