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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Haynes Publishing Group Plc | LSE:HYNS | London | Ordinary Share | GB0004160833 | ORD 20P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 685.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMHYNS
RNS Number : 6847Q
Haynes Publishing Group PLC
14 September 2017
HAYNES PUBLISHING GROUP P.L.C.
PRELIMINARY UNAUDITED RESULTS FOR THE YEARED
31 May 2017
Haynes Publishing Group P.L.C. ("Haynes" or "the Group"), creator and supplier of practical information and data solutions to drivers, enthusiasts and professional mechanics in print and digital formats, today announces its results for the 12 months ended 31 May 2017.
Business and Financial Highlights
Hot Features
Premium
12 months 12 months Change
to to YoY
31 May 2017 31 May 2016 (Year-on-Year)
-------------------------- ------------- ------------- ----------------
Group revenue(1) GBP29.8m GBP25.7m +16%
-------------------------- ------------- ------------- ----------------
Adjusted EBITDA(2) GBP10.4m GBP8.4m +24%
-------------------------- ------------- ------------- ----------------
Adjusted group operating
profit(2) GBP3.2m GBP2.5m +28%
-------------------------- ------------- ------------- ----------------
Adjusted group profit
before tax(2) GBP2.6m GBP1.9m +37%
-------------------------- ------------- ------------- ----------------
Adjusted basic earnings
per share(2) 9.4p 7.6p +24%
-------------------------- ------------- ------------- ----------------
Total dividend 7.5p 7.5p -
-------------------------- ------------- ------------- ----------------
Net cash (3/4) GBP3.7m GBP0.4m +GBP3.3m
-------------------------- ------------- ------------- ----------------
-- Acquisition of OATS Limited in December 2016, a leading global equipment and lubricants database, adding GBP1.0 million to Group revenue and GBP0.1 million to Group profit before tax.
-- Revenue from the Group's digital products increase YoY by 51% to GBP11.9 million (2016: GBP7.9 million) representing 40% of total Group revenue (2016: 31%).
-- UK & European revenue up 35% YoY driven by HaynesPro growth in Europe and strong sales of UK non-automotive titles.
-- Local currency North American & Australian revenue down 18% YoY.
-- Group investment in new product development up 23% to GBP7.9 million (2016: GBP6.4 million).
-- Property disposals in the US and Australia, and decommissioned US plant & equipment generate GBP4.3 million of cash inflow.
-- Group net cash increased to GBP3.7 million (2016: GBP0.4 million).
-- Net cash generated from operating activities (after tax) of GBP9.9 million, up 27% YoY (2016: GBP7.8 million).
Eddie Bell, Chairman of Haynes Group, commented:
"2016/17 has been a very encouraging year for Haynes. We have implemented a major restructuring programme that has significantly lowered the Group's fixed cost base. The new Executive Management Team has delivered on their financial targets and the Group has realised strong underlying revenue and profit growth.
"Following the acquisition of OATS, a leading global lubricants database, we have strengthened and broadened our professional product offering, whilst our considerable investment in consumer digital initiatives has established a clear path for future growth.
"I would like to thank our staff for all their hard work and dedication during the year. Their considerable efforts have been a major driving force behind the changes we have been able to implement over the past twelve months."
Notes to the financial highlights :
(1) Group revenue excluding exchange rate movements of GBP26.6 million.
(2) Adjusted to exclude a credit of GBP29,000 for exceptional items (2016: costs of GBP4.4 million). Reported operating profit of GBP3.2 million (2016: loss of GBP2.0 million). Reported earnings per share were 9.1 pence (2016: loss per share of 11.8 pence). EBITDA including exceptional items was GBP10.4 million (2016: GBP4.0 million).
(3) Net cash defined as cash at bank net of bank overdrafts and bank loans.
(4) In addition the Group has 1.2 million ordinary shares held in treasury.
Enquiries :
Haynes Publishing Group P.L.C. +44 1963 442009
Eddie Bell, Chairman
J Haynes, Chief Executive Officer
Investor Contact: Panmure Gordon (UK) Limited +44 20 7886 2500
Karri Vuori
Erik Anderson
Will Wickham
Media Contact: New Century Media +44 20 7930 8033
Richard Hill
Cautionary Statement :
This report contains certain forward-looking statements with regard to the financial condition and results of the operations of Haynes Publishing Group P.L.C. These statements and forecasts involve risk factors which are associated with, but are not exclusive to, the economic and business circumstances occurring from time to time in the countries and sectors in which the Group operates. These forward-looking statements are made only as at the date of this announcement. Nothing in this announcement should be construed as a profit forecast. Except as required by law, Haynes Publishing Group P.L.C., has no obligation to update the forward-looking statements or to correct any inaccuracies therein.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
Chairman's Statement
In my Chairman's Statement last year, I outlined the extensive global Operational and Cost Restructuring ("OCR") programme that the Group would be implementing during its 2016/2017 financial year. I am pleased to be able to report that the operational aspects of this exercise are now complete and that the Group has significantly reduced its fixed cost base.
At the start of the 2016/17 financial year, I further set out clear operational and financial objectives for the Group to be achieved over the 12 month period ahead. I can confirm that the Group has delivered a strong set of results during this period of transformation. For the first time in many years, Haynes has set an internal budget showing revenue and profit growth and been able to deliver on both targets. I am confident that the operational, financial and cultural turnaround of the Group is progressing to plan and I thank the Board and the Executive Management Team for their efforts in making this possible.
Financial highlights
Haynes has experienced mixed trading from Group operations during 2016/17. The Group's UK and European operations have delivered healthy revenue and profit growth. In the UK, following a restructuring in 2013/14, a reinvigorated and re-focussed practical enthusiast publishing programme has helped to boost sales. In mainland Europe, the Group's range of professional data solutions, branded HaynesPro, has enjoyed another excellent year of revenue and profit growth. In the US, trading has been more difficult and Haynes continues to experience a softening of sales with certain of its large retail customers. However, the major cost reduction programme that Haynes implemented during the year in response to this trend has helped mitigate the impact of lower US revenue on Group profits.
With a large proportion of the Group's operations located in Europe and the US, Haynes has benefitted from a weaker Sterling against the Euro and US Dollar during the year. Overall, the impact of the currency movements has increased Group revenue by GBP3.1 million and profit before tax by GBP0.6 million. Notwithstanding these currency benefits, the Group has delivered a strong performance over the past 12 months, with overall revenue (including OATS) up 16% at GBP29.8 million (2016: GBP25.7 million) and profit before tax and exceptional items up 37% at GBP2.6 million (2016: GBP1.9 million).
Exceptional Items
A key recommendation of the OCR was to relocate the Group's Australian employees to new premises. In June 2016, Haynes exchanged contracts on the former Sydney office and, in November 2016, the Australian team moved into more modern leasehold premises on the outskirts of Sydney. In December 2016, the Group completed on the sale of the former freehold property for A$3.8 million (GBP2.2 million), which led to a gain on the disposal of A$1.7 million (GBP1.0 million).
Following the successful outsourcing of the Group's US production and distribution operations, the two Nashville freehold sites were decommissioned and marketed for sale. The smaller of the two properties was sold in May 2017 for $1.5 million (GBP1.2 million) giving rise to a profit on disposal of $0.8million (GBP0.6 million).
As mentioned in previous Annual Reports, the Group has been investing heavily in the development of digital platforms for its global consumer markets. The benefits of this investment have started to be realised during 2016/17 with the launch of new UK and US websites, the release of our redesigned and responsive online manuals and the recent launch of the Haynes OnDemand platform, which contains nearly 2,000 task specific videos on the top selling vehicles in both the US and UK markets. As part of the Group's digital development programme it has been necessary to replace a large part of its existing digital platform, where it would have been inefficient from a time and cost perspective to integrate with newer technologies going forward. The total write-down of these costs during the year was GBP1.3 million.
When added to the GBP0.3 million of professional and restructuring costs associated with the OATS acquisition, the net impact of these events has led to a total exceptional credit in the Income Statement during the year of less than GBP0.1 million.
Acquisition
A key objective of the Board is to build a business capable of generating long-term sustainable revenue and profit growth. Whilst there are excellent opportunities to achieve this through organic channels, the Board views acquisitions as an important and complementary component of this growth strategy. The first acquisition for the new Management Team was completed in December 2016 with the acquisition of OATS Ltd for GBP2.4 million.
As reported in July, the Group has been in discussions with Solera Holdings Inc ("Solera") regarding a proposal to acquire the E3 Technical business from Carweb, a UK subsidiary of Solera. These discussions remain ongoing and further announcements in relation to this proposed acquisition will be made as appropriate.
Dividend
The Board is recommending an unchanged final dividend for the year of 4.0 pence which, together with the interim dividend paid in April 2017, maintains the total dividend for the year at 7.5 pence (2016: 7.5 pence). Subject to approval by shareholders, the final dividend will be paid on 16 November 2017 to shareholders on the register at the close of business on 27 October 2017 (with an ex-dividend date of 26 October 2017).
Board
During the year, the Board was strengthened with the appointment of two dynamic non-executive directors, both of whom have considerable experience of working in digital businesses. Steve Daykin has taken on the role as Senior Independent Director and chairs the Audit Committee, while Nina Wright has taken over as Chair of the Remuneration and Nominations Committee. Jim Nicholson, Senior Vice President of Haynes North America Inc, joined the Board on 1 June this year after working for Group for over 25 years and successfully leading the recent restructuring of the US business.
On 18 July 2017, Haynes gained shareholder approval to implement a long term incentive plan ("LTIP") for the senior members of the Executive and Management Team. The Group will benefit from the LTIP which will both recognise the achievement of the Executive and Management Team in turning around the Group and more closely align the long term interests of senior executives to those of shareholders.
Group employees
The past 12 months have presented a number of challenges for employees throughout the Group. In the US and Australia, the businesses have undergone major transformations which will have been disruptive at times. In the UK, the business turnaround continues and, whilst still not yet profitable, significant progress has been made towards restoring profitability. In Europe, employees in the Netherlands, Romania, Spain, Italy and Germany have once again risen to the challenges raised by the rapid growth experienced by HaynesPro.
An important recommendation of the OCR was to roll-out a group wide employee appraisal scheme and discretionary profit share arrangement. Both schemes have now been implemented for all Group employees.
Outlook
The Group's transition from a vertically integrated print publisher to a focussed multi-media content provider is firmly on course.
The way in which Haynes captures, stores and delivers content is at the core of its business model. Haynes is embarking on a major programme of integrating the data capturing, storage and delivery processes across the Group. This exciting initiative will take up to two years to complete and, once in place, will enable the Group to deliver its unique range of content in fresh and dynamic ways.
With a technically skilled and enthusiastic Management Team being supported by a Board that combines youth and sector experience, I believe the Group is well placed to deliver on its growth plans over the next 3 years and beyond.
Eddie Bell
Chairman
13 September 2017
Chief Executive's Review
Overall operational review
The Group has made significant progress towards achieving its objective of becoming a multi-media provider of specialist practical content. The extensive restructuring programme initiated 18 months ago has reduced costs, allowing the Group to invest in new initiatives to improve the experiences of our customers. The restructuring has enabled our team to focus on enhancing our professional datasets and services, increase our practical enthusiasts publishing programme, and develop new digital initiatives for consumers alongside our print manual programme.
The increase in underlying revenue and profit during 2016/17 together with improved earnings per share gives reassurance that we are on the right track.
The Group will continue to pursue growth organically and through strategic acquisitions. The purchase of OATS in December 2016 was a major development for the Group; the addition of a global lubricants dataset provides essential technical data for our professional automotive customers. OATS existing customers realised an immediate benefit through the integration of the HaynesPro vehicle database, which increased the Group's European vehicle coverage to over 98%. During 2017/18, OATS lubricants information will also add value to the Group's consumer-facing offering.
As a result of the Group pivoting from being a vertically integrated print publisher, cost efficiencies have been realised and opened up new publishing opportunities. The highly successful gift manual range "Haynes Explains" illustrates the opportunities that have been created by combining editorial creativity with lower outsourced production costs. As outlined in last year's Annual Report, the full benefit of production savings for the manual range will continue to be realised as inventory is replenished during our year end to 31 May 2018.
Since we put the Group's digital development team in place in 2015/16, we have benefited from an enhanced digital capacity that now includes copywriting, video production and design skills. In 2016/17, Haynes launched new UK and US websites and released an improved responsive online manual which works seamlessly across mobile, tablet and desktop devices.
At the very end of the financial year, the Group completed development work on Haynes OnDemand, a video service that enhances our written and photographic content and presents it through HD video. This information is offered in a task specific format, allowing car owners to access the precise content they need to successfully complete a given activity. The Group's editorial team has created nearly two thousand specific videos covering the top selling US and UK vehicles. These videos will populate the Haynes OnDemand offering.
First Quarter Trading
Through the first quarter of 2017/18, Group trading on a like-for-like basis (excluding exchange rate movements and OATS) is tracking 7% ahead of last year. At an entity level, apart from Australia, where revenue is below last year but following the structural changes made in 2015/16 is ahead of target, all parts of the Group in their local currencies are trading ahead of last year.
Review of operations
Overall Group revenue ended the year up 16% at GBP29.8 million (2016: GBP25.7 million). With the cost savings achieved through the OCR restructuring, coupled with favourable exchange rates, the higher revenue helped to increase profit before tax and exceptional items by 37% to GBP2.6 million (2016: GBP1.9 million).
North America and Australia
In North American and Australian markets, the main focus has been on implementing the recommendations in last year's OCR review and working closely with retail partners to address excess inventory concerns.
In October 2016, all US manual inventory was relocated to our third party distributor in Chicago. In December 2016, printing ceased at Nashville. Within 6 months, US management decommissioned the Nashville site, sold the plant and machinery for $1.2 million (exceeding target value) and sold one of our two freehold buildings in Nashville for $1.5 million. Shortly after the year-end, Haynes accepted an offer on the second building which should complete in the next few weeks.
On the trading front, the US business was affected by the continuing inventory reduction programmes of two key retailers which has led to a drop in year-on-year revenues; these two retail customers accounted for over 70% of the US revenue shortfall against the prior year. In both cases, it is encouraging to note that new manuals have been ranged in-store and that out of store sales exceeded replenishment purchases of our manuals during the year.
In Australia, we relocated our business in November 2016 and a month later completed on the sale of the former freehold property for A$3.8 million. From a trading perspective, the retail challenges we face in the Australian market are very similar to those in the US with high retail pricing and key retailers holding excess inventory. Australian management continues to work closely with key retailers to address these issues and we are beginning to make progress in this respect.
UK and Europe
The turnaround of Haynes' UK operations is progressing according to plan. Revenue from the sales of automotive manuals through online retailers has continued to grow, and this is now the largest distribution channel for UK automotive print manuals. Sales of UK motorcycle titles had a particularly strong year, with volume sales of motorcycle manuals higher than they were 10 years ago. Last year, the Group took the decision to combine the automotive and non-automotive sales functions. This re-alignment combined with a strong publishing programme, has boosted sales growth from our non-automotive division and helped secure presence in the independent book market. The Group has widened the distribution of our practical enthusiasts' titles, and now sells through an increasing number of supermarket chains and online retailers.
In the Group's professional markets in Europe, Haynes' upgraded electronics module 'VESA MKII', which helps mechanics diagnose and repair complex electronic issues in vehicles, was launched at the Automechanika trade show in Germany in September 2016 and is now firmly established as a market leading product in Europe. The Group's commitment to the highest quality standards was confirmed in October 2016, when HaynesPro was awarded ISO9001 and ISO14001 certifications covering its data departments in the Netherlands and Romania.
People
Since becoming CEO in June 2016, I have spent time with Haynes teams in the UK, US, Australia, the Netherlands and Romania. The opportunity to engage with all Group talent has been highly rewarding and provided insight into further growth opportunities and business ideas. Haynes has talented, dedicated and loyal people around the world, and I wish to thank everyone for their individual and collective achievements during a period of considerable change.
Outlook and future developments
At a Group level, the creation of a global content centre has a clear objective; the integration of our data capturing, storage and delivery processes across all our businesses. By aggregating Haynes' considerable data, the Group will be able to offer customers information that is unique, complete and highly valuable. Managing this integration process will be a priority project over the next two years.
Haynes believes it is important to offer vehicle owners a choice on how they access and use our content. The Group will increase print manual ranges during the year and continue to develop digital content. This will let people access trustworthy, reliable and accurate information in a convenient format of their choosing. Much improved Online Manuals are already fully functional, and have been designed to enable full access and sales opportunities on retail and e-commerce customers' websites.
Haynes OnDemand will be made available for distribution through retail and e-commerce channels later in the year. The video based instructions will help build drivers' confidence in their ability to service, maintain and repair cars.
In the professional market, the integration of OATS will be a key focus as Haynes develops and integrates its enlarged professional offering. HaynesPro will continue to work in close partnership with our distribution and diagnostic equipment partners to help them provide solutions for their end users. The focus will remain on providing excellent technical datasets and diagnostic solutions and services that enable partners to build lasting relationships with their customers and the independent garage trade.
We recognise that challenges remain in our important vehicle print manual business. However, the steps taken to reduce our cost base, continuing investment in new products and services across the consumer and professional businesses, and steady growth in digital revenues gives me confidence about the Group's future prospects.
As a business we have the talent, ambition and clarity of purpose to grow by continuing to offer reliable, accurate and innovative data and information solutions to our customers around the world.
J Haynes
Chief Executive Officer
13 September 2017
Chief Financial Officer's Review
The 2017 financial year represents the 52 weeks to 31 May 2017 ("the financial year") and the comparative period represents the 52 weeks to 31 May 2016 ("prior year").
Group revenue
2017 2016 Movement
GBPm GBPm %
============= ====== ====== =========
Total Group
revenue 29.8 25.7 +16%
============= ====== ====== =========
Boosted by strong revenue growth from the professional product ranges in mainland Europe and a strong first six months of trading from non-automotive titles in the UK, Group revenue ended the year up 16% at GBP29.8 million (2016: GBP25.7 million).
The weakness of Sterling since June 2016 against the US Dollar and the Euro, led to an average exchange rate for the year of $1.28 (2016: $1.49) and EUR1.17 (2016: EUR1.35) respectively and helped increase Group revenue by GBP3.1 million. The benefit from exchange rate movements helped to offset softer US revenue which, in local currency, ended the year down 20%.
This is the first set of Group results to include OATS, which added GBP1.0 million of revenue for the five months since acquisition.
Last year we reported that revenue from the Group's digital product ranges had increased to GBP7.9 million. This year, total revenue from our digital product ranges has increased to GBP11.9 million and now represents 40% of total Group revenue (2016: 31%).
Group gross profit
Movement
2017(1) 2016(1) %
======================= ========== ========== =========
Adjusted gross
profit GBPm 18.1 15.5 +17%
Adjusted gross
margin % 60.7 60.3 +40 bps
================ ====== ========== ========== =========
(1) Adjusted to exclude exceptional items. Reported gross profit was GBP16.8 million (2016: GBP13.8 million) with a gross margin of 56.4% (2016: 53.6%)
In monetary terms, overall adjusted Group gross profit ended the 12 month period up 17% at GBP18.1 million (2016: GBP15.5 million) with a gross margin of 60.7% (2016: 60.3%). The higher margin from our professional products in mainland Europe was partly offset by softer trading in consumer automotive print manuals in the US.
Group operating profit
Movement
2017(1) 2016(1) %
======= ========== ========== =========
Adjusted Group operating
profit (1) GBPm 3.2 2.5 +28%
Adjusted Group +120
operating margin % 10.8 9.6 bps
========================== ======= ========== ========== =========
(1) Adjusted to exclude exceptional items. Reported Group operating profit was GBP3.2 million (2016: loss of GBP2.0 million) with a Group operating margin of 10.9% (2016: negative 7.6%)
Group operating profit before exceptional costs was 28% ahead of the prior year at GBP3.2 million (2016: GBP2.5 million). The movement in the US and Euro average exchange rates against Sterling during the year has inflated Group overheads, with overheads before exceptional items up 13%. However, excluding currency movements and OATS, overheads before exceptional items were in line with the prior year at GBP13.1 million (2016: GBP13.1 million).
Group net finance costs ended the year in line with the prior year at GBP0.1 million (2016: GBP0.1 million) and primarily relate to interest on servicing the UK overdraft. Other finance costs, which relate to the interest charge on the pension schemes' liabilities net of interest on the pension schemes' assets, also ended the year in line with the prior period at GBP0.5 million (2016: GBP0.5 million).
Group earnings and earnings per share
2017 2016 Movement
(1) (1) %
GBPm GBPm
========================= === ====== ====== =========
Adjusted profit
before tax 2.6 1.9 +37%
Adjusted taxation
(2) 1.2 0.7 +71%
Adjusted profit for the
period (2) 1.4 1.2 +17%
Pence Pence
Adjusted basic
EPS (2) 9.4 7.6 +24%
============================== ====== ====== =========
(1) Adjusted to exclude exceptional items. Reported profit before tax was GBP2.7 million (2016: loss of GBP2.5 million), taxation was GBP1.3 million (2016: credit of GBP0.8 million) and the reported loss for the period was GBP1.4 million (2016: loss of GBP1.8 million). Reported earnings per share were 9.1 pence (2016: loss per share of 11.8 pence).
Group pre-tax profit before exceptional items ended the year up 37% at GBP2.6 million (2016: GBP1.9 million). The Group tax charge for the year before exceptional items was GBP1.2 million (2016: GBP0.7 million) giving an effective tax rate before exceptional items of 46.0% (2016: 38.6%). The higher effective tax rate being due to the mix of profits from the US and the Netherlands, where the tax rates are higher than in the UK and an unrecognised deferred tax asset in relation to UK losses. Earnings per share before exceptional items increased to 9.4 pence (2016: 7.6 pence).
North America and Australia segmental review
2017 2016
$m $m Movement
=============================== ==================== ===== ==========
Segmental revenue 15.3 18.6 (18%)
Segmental operating profit
before exceptional items and
interest 0.6 0.5 +20%
=============================== ==================== ===== ==========
2017 2016
GBPm GBPm Movement
=============================== ==================== ====== ===========
Segmental revenue 12.0 12.5 (4%)
Segmental operating profit
before exceptional items and
interest 0.5 0.3 +67%
=============================== ==================== ====== ===========
North American and Australian segmental revenue ended the year down 18% at $15.3 million (2016: $18.6 million) with local currency US revenue down 20% and Australian local currency revenue up 4%. Lower ordering from two key US retailers accounted for over two-thirds of the US revenue shortfall. However, management take comfort that out of store sales in both these US retailers have been tracking ahead of replenishment orders. After translation to Sterling, the movement in the average exchange rate during the year increased the North American and Australia revenue by GBP1.7 million and left overall segmental revenue for the North American and Australian business down 4% at GBP12.0 million (2016: GBP12.5 million).
Despite the decline in US revenue, the cost saving measures implemented during the year have helped to protect the impact on segmental operating profit before exceptional items and interest which, in local currency, ended the year up 20% at $0.6 million (2016: $0.5 million). After translation to Sterling, segmental operating profit before exceptional items and interest was up 67% at GBP0.5 million (2016: GBP0.3 million) which included an exchange rate movement related benefit of GBP0.1 million. Including exceptional costs and interest the segmental profit for the year was GBP1.8 million (2016: loss of GBP3.4 million).
UK and Europe segmental review
2017 2016
GBPm GBPm Movement
=============================== ====== ====== ===========
Segmental revenue 17.8 13.2 +35%
Segmental operating profit
before exceptional items and
interest 2.7 1.5 +80%
=============================== ====== ====== ===========
Segmental revenue from UK and European operations ended the year up 35% at GBP17.8 million (2016: GBP13.2 million). UK consumer revenue was up 13% driven by strong sales of the non-automotive titles. In particular the 'Haynes Explains' titles aimed at the UK gift market helped increase non-automotive title revenue by 36%. UK automotive manual revenue ended the year up 1%. Local currency European revenue was up 18% and revenue from the OATS lubricants data business acquired in December 2016 contributed GBP1.0 million to overall UK and European revenue. On a like-for-like basis, excluding the impact of exchange movements and excluding the revenue from OATS, UK and European revenue was up 17% at GBP15.4 million (2016: GBP13.2 million).
UK and European segmental operating profit before exceptional items and interest was up 80% at GBP2.7 million (2016: GBP1.5 million) which includes a benefit from exchange rate movements of GBP0.5 million. Including exceptional costs and interest, the segmental profit for the year was up 108% at GBP2.5 million (2016: GBP1.2 million).
Exceptional items
2017 2016
GBPm GBPm
================================= ================== ======
Write-down of intangible assets 1.3 -
Restructuring costs 0.2 4.4
Acquisition expenses 0.1 -
Gain on property disposals (1.6) -
--------------------------------- ------------------ ------
- 4.4
--------------------------------- ------------------ ------
Following the sale of the freehold properties in the US and Australia during the financial year, the Group realised gains on the disposals of GBP1.6 million which have been shown as exceptional gains in the Income Statement. Netting against these exceptional gains are costs of writing down our digital consumer platform amounting to GBP1.3 million, where the platform is being superseded by newer technology to allow for greater integration and functionality. The exceptional items also include the costs associated with the OATS acquisition of GBP0.3 million. Overall the net exceptional credit to the Income Statement was GBP29,000.
Balance sheet
2017 2016
GBPm GBPm Movement
================================ ======= ======= ===========
Non-current assets 39.4 38.0 +1.4
Working capital 5.6 6.9 (1.3)
Net cash 3.7 0.4 +3.3
Retirement benefit obligation (23.0) (15.1) (7.9)
Net other assets/(liabilities) (4.4) (6.0) +1.6
-------------------------------- ------- ------- -----------
Net assets 21.3 24.2 (2.9)
-------------------------------- ------- ------- -----------
During the year, the Group increased its investment in new product development by 23% to GBP7.9 million (2016: GBP6.4 million) which included GBP2.6 million on new consumer content, GBP1.1 million on new consumer digital platforms and GBP4.2 million in relation to the Group's professional product ranges.
In December 2016, the Australian business disposed of its freehold property in Sydney for A$3.8 million (GBP2.2 million) and in May 2017, the US operations sold the smaller of the two Nashville freehold properties for $1.5 million (GBP1.2 million). The second of the Nashville properties is currently under offer and is due to be sold early in our second quarter. During the year the Group obtained outline planning permission to change the use of its UK Sparkford freehold site for residential development and the site is currently being marketed for sale.
Group net cash ended the year up GBP3.3 million at GBP3.7 million (2016: GBP0.4 million) benefitting from the GBP4.3 million of property and decommissioned US plant and equipment disposals during the year.
At 31 May 2017, the net deficit, as reported in accordance with IAS 19, on the Group's two defined benefit retirement schemes increased by GBP7.9 million to GBP23.0 million (2016: GBP15.1 million) with the UK scheme deficit increasing to GBP22.7 million (2016: GBP14.4 million) and the US deficit reducing to GBP0.3 million (2016: GBP0.7 million). The combined total assets of the schemes increased to GBP34.2 million (2016: GBP31.4 million) while the total liabilities increased to GBP57.2 million (2016: GBP46.5 million). Lower UK bond yields during the year have had a knock on impact on the UK discount rate which fell to 2.4% (2016: 3.4%) and with each 0.25% reduction in the UK discount rate adding approximating to GBP2.5 million to the UK liabilities this has had been the major contributing factor in the increase of the overall Group IAS 19 pensions deficit.
Cash flow
2017 2016
GBPm GBPm
==================================== ====== ========
Net cash generated from operations
before tax 9.7 8.4
Tax paid 0.2 (0.7)
Investing activities (5.7) (6.4)
Financing activities (1.4) (2.5)
------------------------------------ ------ ------
Net movement in cash during the
year 2.8 (1.2)
Cash and cash equivalents at the
beginning of the year 0.5 1.5
Effect of foreign exchange rates 0.4 0.2
------------------------------------ ------ ------
Cash and cash equivalents at the
end of the period 3.7 0.5
------------------------------------ ------ ------
The Group's net cash generated from operations before tax for the year was up 15% at GBP9.7 million (2016: GBP8.4 million) which represented 303% of adjusted Group operating profit (2016: 344%).
James Bunkum
Chief Financial Officer
13 September 2017
Consolidated Income Statement
31 May 2017 31 May 2016
----------------------------------- -----------------------------------
Exceptional Exceptional
Before items Before items
exceptional (note exceptional (note
items 2) Total items 2) Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Continuing
operations
Revenue 3 29,774 - 29,774 25,710 - 25,710
Cost of sales (11,694) (1,282) (12,976) (10,201) (1,716) (11,917)
------------ -----------
Gross profit 18,080 (1,282) 16,798 15,509 (1,716) 13,793
Other operating
income 31 - 31 82 - 82
Distribution
costs (8,039) (209) (8,248) (7,008) (1,563) (8,571)
Administrative
expenses (6,864) 1,520 (5,344) (6,127) (1,143) (7,270)
------------ -----------
Operating
profit/(loss) 3,208 29 3,237 2,456 (4,422) (1,966)
Finance income 5 5 - 5 8 - 8
Finance costs 6 (60) - (60) (73) - (73)
Other finance
costs - retirement
benefits (518) - (518) (518) - (518)
Profit/(loss)
before taxation 2,635 29 2,664 1,873 (4,422) (2,549)
Taxation 7 (1,211) (79) (1,290) (723) 1,493 770
Profit/(loss)
for the period 1,424 (50) 1,374 1,150 (2,929) (1,779)
============ =========== ============ =========== ========
Earnings/(loss) Pence Pence Pence Pence
per 20p share 8
From continuing
operations
- Basic 9.4 9.1 7.6 (11.8)
- Diluted 9.4 9.1 7.6 (11.8)
Consolidated Statement of Comprehensive Income
Year Ended Year Ended
31 May 2017 31 May 2016
GBP'000 GBP'000
Profit/(loss) for the period 1,374 (1,779)
Other comprehensive income
Items that will not be reclassified
to profit or loss in
subsequent periods:
Actuarial gains/(losses) on
retirement benefit obligation
- UK Scheme (8,392) (727)
- US Scheme 451 36
Deferred tax on retirement benefit
obligation
- UK Scheme 1,427 131
- US Scheme (180) (14)
Deferred tax arising on change
in UK corporation tax rate (144) (268)
----------- -----------
(6,838) (842)
Items that will or maybe reclassified
to profit or loss in subsequent
periods:
Exchange differences on translation
of foreign operations 3,678 1,477
----------- -----------
Other comprehensive (expense)/income
recognised directly in equity (3,160) 635
Total comprehensive expense
for the financial period (1,786) (1,144)
=========== ===========
Consolidated Balance Sheet
Year Ended Year Ended
31 May 2017 31 May 2016
Note GBP'000 GBP'000
Non-current assets
Property, plant and equipment 4,011 8,434
Intangible assets 27,696 22,381
Deferred tax assets 7,669 7,196
Total non-current assets 39,376 38,011
Current assets
Inventories 3,965 4,614
Trade and other receivables 7,806 7,499
Tax recoverable 130 926
Cash and short-term deposits 7,036 2,548
----------- -----------
Total current assets 18,937 15,587
Non-current assets classified
as held for sale 1,483 -
Total assets 59,796 53,598
Current liabilities
Trade and other payables (7,674) (5,188)
Borrowings (3,331) (2,163)
Provisions (1,164) (3,656)
Total current liabilities (12,169) (11,007)
Non-current liabilities
Deferred tax liabilities (3,287) (3,255)
Retirement benefit obligation 11 (23,024) (15,101)
Total non-current liabilities (26,311) (18,356)
Total liabilities (38,480) (29,363)
Net assets 21,316 24,235
=========== ===========
Equity
Share capital 3,270 3,270
Share premium 638 638
Treasury shares (2,447) (2,447)
Retained earnings 11,602 18,199
Foreign currency translation
reserve 8,253 4,575
Total equity 21,316 24,235
=========== ===========
Consolidated Statement of Changes in Equity
Foreign
currency Non-
Share Share Treasury translation Retained Sub controlling
capital premium shares reserve earnings total interests Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31
May 2015 3,270 638 (2,447) 3,098 21,947 26,506 70 26,576
Loss for the period - - - - (1,779) (1,779) - (1,779)
------- ------- -------- ----------- -------- ------- ----------- -------
Other comprehensive
income :
Currency translation
adjustments - - - 1,477 - 1,477 - 1,477
Actuarial gains/(losses)
on defined benefit
plans (net of
tax) - - - - (842) (842) - (842)
------- ------- -------- ----------- -------- ------- ----------- -------
Total other comprehensive
income - - - 1,477 (842) 635 - 635
------- ------- -------- ----------- -------- ------- ----------- -------
Total comprehensive
income - - - 1,477 (2,621) (1,144) - (1,144)
Dividends (note
9) - - - - (1,133) (1,133) - (1,133)
Increase in subsidiary
shareholding - - - - 6 6 (70) (64)
Balance at 31
May 2016 3,270 638 (2,447) 4,575 18,199 24,235 - 24,235
Profit for the
period - - - - 1,374 1,374 - 1,374
------- ------- -------- ----------- -------- ------- ----------- -------
Other comprehensive
income :
Currency translation
adjustments - - - 3,678 - 3,678 - 3,678
Actuarial gains/(losses)
on defined benefit
plans (net of
tax) - - - - (6,838) (6,838) - (6,838)
------- ------- -------- ----------- -------- ------- ----------- -------
Total other comprehensive
income - - - 3,678 (6,838) (3,160) - (3,160)
------- ------- -------- ----------- -------- ------- ----------- -------
Total comprehensive
income - - - 3,678 (5,464) (1,786) - (1,786)
Dividends (note
9) - - - - (1,133) (1,133) - (1,133)
Balance at 31
May 2017 3,270 638 (2,447) 8,253 11,602 21,316 - 21,316
------- ------- -------- ----------- -------- ------- ----------- -------
Consolidated Cash Flow Statement
Year Ended Year Ended
31 May 31 May
2017 2016
GBP'000 GBP'000
Cash flows from operating
activities - continuing
Profit / (loss) after tax 1,374 (1,779)
Adjusted for :
Income tax expense 1,290 (770)
Interest payable and similar
charges 60 73
Interest receivable (5) (8)
Retirement benefits finance
costs 518 518
----------
Operating profit / (loss) 3,237 (1,966)
Depreciation on property,
plant and equipment 782 866
Amortisation of intangible
assets 6,421 5,061
Impairment of intangible assets 1,249 -
IAS 19 pensions current service
cost net of contributions
paid (636) (501)
Movement in provisions (2,492) 3,656
Gain on disposal of property,
plant and equipment (963) (119)
----------
7,598 6,997
Changes in working capital
:
Decrease in inventories 1,111 149
Decrease in receivables 724 699
Increase in payables 285 604
Net cash generated from operations 9,718 8,449
Tax paid 159 (692)
Net cash generated by operating
activities 9,877 7,757
Investing activities
Acquisition costs - business combinations,
net of cash acquired (1,729) (125)
Proceeds on disposal of property,
plant and equipment 4,329 340
Purchases of property, plant
and equipment (415) (264)
Expenditure on product development (7,922) (6,389)
Increase in subsidiary shareholding - (64)
Interest received 5 8
Net cash used in investing
activities (5,732) (6,494)
Financing activities
Repayment of borrowings (177) (1,292)
Dividends paid (1,133) (1,133)
Interest paid (60) (73)
Net cash used in financing
activities (1,370) (2,498)
---------- ----------
Net increase/(decrease) in
cash and cash equivalents 2,775 (1,235)
Cash and cash equivalents
at beginning of year 540 1,547
Effect of foreign exchange
rate changes 390 228
Cash and cash equivalents
at end of year (net funds) 3,705 540
========== ==========
Notes to the Results Announcement
1. Accounting policies
Basis of preparation
Haynes Publishing Group P.L.C. (the "Company") is a company domiciled in the United Kingdom. The consolidated financial statements of the Company for the year ended 31 May 2017 comprise the Company and its subsidiaries (together referred to as the "Group"). The Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The Group financial statements have been prepared on the historical cost basis except for the treatment of certain financial instruments and are presented in Sterling, with all values rounded to the nearest thousand pounds (GBP'000) except as indicated otherwise.
The financial information contained in this report does not constitute the Company's statutory accounts for the year ended 31 May 2017 or for the year ended 31 May 2016. Statutory accounts for the years ended 31 May 2016 have been reported on by the Independent Auditors and the Independent Auditors' Report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The statutory accounts for the year ended 31 May 2016 have been filed with the Registrar of Companies.
The 2017 figures are based on unaudited accounts for the year ended 31 May 2017. Statutory accounts for the year ended 31 May 2017 will be finalised based on the information presented in this announcement and the auditors will report on those accounts once they are finalised. The statutory accounts for the year ended 31 May 2017 will be delivered to the Registrar in due course.
The preliminary announcement has been approved by the Board of Directors and authorised for issue on 13 September 2017. The Annual Report 2017 will be approved by the Board of Directors and authorised for issue on 20 September 2017.
Basis of accounting
The accounting policies used to prepare this results announcement are consistent with those applied in the 2016 consolidated financial statements. The International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) have issued standards, amendments and interpretations with an effective date falling after the Company's financial year-end.
These standards, amendments and interpretations will be adopted in accordance with their effective dates and have not been adopted in these financial statements. The directors are currently assessing the impact of the new standards, amendments and interpretations which are effective for periods beginning after 1 January 2017 and which have not been adopted early.
Foreign exchange rates
The foreign exchange rates used in the financial statements to consolidate the overseas subsidiaries are as follows (local currency equivalent to GBP1):
Year-end rate Average rate
2017 2016 2017 2016
US dollar 1.29 1.45 1.28 1.49
Euro 1.15 1.31 1.17 1.35
Australian
dollar 1.74 2.01 1.70 2.04
2. Exceptional items
31 May 31 May
2017 2016
GBP000 GBP'000
Exceptional costs included in cost
of sales:
* Write down of intangible assets 1,282 -
* Restructuring costs - 1,716
Exceptional costs included in selling
and distribution expenses:
* Restructuring costs 209 1,563
Exceptional (gains)/costs included
in administrative expenses:
* Gain on sale of property (1,608) -
* Restructuring costs - 1,143
* Acquisition expenses 88 -
Exceptional (gains)/losses (29) 4,422
======= =======
The gain from the sale of properties have arisen following the implementation of the global operational, cost and structure review undertaken during the prior year and relates to the sale of properties in the US and Australia.
The 31 May 2017 acquisition expenses and restructuring costs relate to the successful acquisition of OATS Limited in December 2016.
The write down of intangible assets relates to consumer digital platform costs previously capitalised which are now in the process of being superseded.
Exceptional items are those items which warrant separate disclosure by virtue of their scale and nature to enable a full understanding of the Groups financial performance.
3. Revenue
31 May 31 May
2017 2016
GBP'000 GBP'000
Revenue by geographical destination
on continuing operations :
United Kingdom 6,873 4,918
Rest of Europe 10,527 7,971
United States of America 10,490 11,021
Australasia 1,322 1,093
Rest of World 562 707
------- -------
Total consolidated revenue 29,774 25,710
======= =======
4. Segmental analysis
For management and internal reporting purposes, the Group is organised into two geographical operating segments:
- UK and Europe
- North America and Australia
The UK and European business with headquarters in Sparkford, Somerset has subsidiaries in the UK, Netherlands, Italy, Spain, Romania and Germany. Its core business is the publication and supply of automotive repair and technical information to the DIY and professional automotive aftermarkets in both a print and digital format. Following the acquisition of OATS Limited in December 2016, the UK and European business has expanded its operations to include a global lubricants database business.
The North American and Australian business with headquarters near Los Angeles, California publishes DIY repair manuals for cars and motorcycles in both a print and digital format. The business publishes titles under the Haynes, Chilton and Clymer brands, in both English and Spanish. Up to and including 31 May 2017, it also has a branch operation in Sydney, Australia which publishes similar products under both the Haynes and Gregory's brands. From 1 June 2017, the Australian branch incorporated as a separate legal entity (Haynes Australia Pty Limited) and became a 100% subsidiary of Haynes Publishing Group P.L.C.
For the year under review the above two operating segments were each organised and managed separately and treated as distinct operating and reportable segments in line with the provisions of IFRS 8. The identification of the two operating segments has been based on the reports reviewed by the chief operating decision maker, which form the basis for operational decision making.
Analysis of geographic operating segments
North
UK America
& Europe & Australia Consolidated
Revenue and results : 2017 2017 2017
GBP'000 GBP'000 GBP'000
Segmental revenue
Total segmental revenue 18,129 12,543 30,672
Inter-segmental sales ([1]) (342) (556) (898)
---------- ------------- ---------------
Total external revenue 17,787 11,987 29,774
---------- ------------- ---------------
Segment result
Underlying segment operating
profit before exceptional
items and interest 2,748 477 3,225
Exceptional items ([5]) (213) 1,285 1,072
Interest receivable 2 3 5
Interest payable (50) (2) (52)
---------- ------------- ---------------
Segment profit after exceptional
items and interest 2,487 1,763 4,250
Unallocated head office income
less expenses (1,729)
---------------
Segment operating profit
before tax and adjustments 2,521
Reconciliation to consolidated
profit before tax :
IAS 16 Property, plant and
equipment ([2]) 9
IAS 19 Employee benefits
([3]) 134
Consolidated profit before
tax 2,664
Taxation ([4]) (1,290)
---------------
Consolidated profit after
tax 1,374
===============
[1] Inter-segment sales are charged at the prevailing market rates.
[2] In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the residual value of buildings reflect the expected value at the end of their useful life resulting in an adjustment to depreciation.
[3] In the segmental reporting, pension contributions are expensed and the assets and liabilities of a defined benefit pension scheme are held separately from the Group - under IAS 19 the Income Statement and Statement of Comprehensive Income are adjusted to reflect the annual current service cost and actuarial gains and losses arising on a defined benefit pension scheme and the net surplus/(deficit) on the scheme is included in the balance sheet.
[4] The charge to taxation relates to the consolidated Group. Included within the charge to taxation is GBP659,000 which relates to the UK & European operations and GBP614,000 which relates to the North American & Australian operations.
[5] Details of the exceptional items are shown in note 2 of this Results Announcement.
4. Segmental analysis (continued)
North
UK America
& Europe & Australia Consolidated
Revenue and results : 2016 2016 2016
GBP'000 GBP'000 GBP'000
Segmental revenue
Total segmental revenue 13,508 14,236 27,744
Inter-segmental sales ([1]) (277) (1,757) (2,034)
---------- ------------- ---------------
Total external revenue 13,231 12,479 25,710
---------- ------------- ---------------
Segment result
Underlying segment operating
profit before exceptional
items and interest 1,471 340 1,811
Exceptional items ([5]) (268) (3,710) (3,978)
Interest receivable 1 7 8
Interest payable (38) (30) (68)
---------- ------------- ---------------
Segment profit/(loss) after
exceptional items and interest 1,166 (3,393) (2,227)
Unallocated head office income
less expenses (644)
---------------
Segment operating loss before
tax and adjustments (2,871)
Reconciliation to consolidated
loss before tax :
IAS 16 Property, plant and
equipment ([2]) 61
IAS 19 Employee benefits
([3]) 261
Consolidated loss before
tax (2,549)
Taxation ([4]) 770
---------------
Consolidated loss after tax (1,779)
===============
[1] Inter-segment sales are charged at the prevailing market rates.
[2] In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the residual value of buildings reflect the expected value at the end of their useful life resulting in an adjustment to depreciation.
[3] In the segmental reporting, pension contributions are expensed and the assets and liabilities of a defined benefit pension scheme are held separately from the Group - under IAS 19 the Income Statement and Statement of Comprehensive Income are adjusted to reflect the annual current service cost and actuarial gains and losses arising on a defined benefit pension scheme and the net surplus/(deficit) on the scheme is included in the balance sheet.
[4] The charge to taxation relates to the consolidated Group. Included within the charge to taxation is GBP257,000 which relates to the UK & European operations and GBP960,000 credit which relates to the North American & Australian operations.
[5] Details of the exceptional items are shown in note 2 of this Results Announcement.
5. Finance income
31 May 31 May
2017 2016
GBP'000 GBP'000
Interest receivable on bank deposits 5 8
======= =======
6. Finance costs
31 May 31 May
2017 2016
GBP'000 GBP'000
Interest payable on bank loans
and overdrafts 60 73
======= =======
7. Taxation
31 May 31 May
2017 2016
GBP'000 GBP'000
Analysis of charge during the period
:
Current tax
- UK corporation tax on profits - -
for the period
- Foreign tax 847 (616)
- Adjustments in respect of prior
periods 32 (117)
------- -------
879 (733)
Deferred tax
- Origination and reversal of
temporary differences 411 (37)
Total taxation in the Consolidated
Income Statement 1,290 (770)
======= =======
The effective rate of tax is higher than the standard rate of UK corporation tax due to the mix of profits from overseas operations where the tax rates are higher than in the UK. There is an unrecognised deferred tax asset for temporary timing differences associated with the Group's UK entities. Had the asset been recognised it would have reduced the tax charge by GBP456,000 giving an overall effective tax rate of 31.3% for the year.
In April 2017, the rate of UK corporation tax was reduced from 20% to 19% giving an effective rate of 19.8% for the financial year ended 31 May 2017. In the Summer Budget 2015, the UK government announced legislation setting the main rate of corporation tax at 18% for the year beginning 1 April 2020. In March 2016, the government announced a further reduction to the main rate of corporation tax for the year starting 1 April 2020 to 17%. The relevant UK deferred tax balances have been re-measured accordingly.
8. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following:-
Before After Before After
exceptional exceptional exceptional exceptional
items items items items
2017 2017 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000
Earnings/(loss) :
Profit/(loss) after tax
attributable to equity
holders of the Company-
continuing operations 1,424 1,374 1,150 (1,779)
------------ ------------ ------------ ------------
No. No. No. No.
Number of shares :
Weighted average number
of shares ([a]) 15,111,540 15,111,540 15,111,540 15,111,540
------------ ------------ ------------ ------------
Basic earnings/(loss)
per share (pence) 9.4 9.1 7.6 (11.8)
============ ============ ============ ============
([a]) During the year the Company held 1,240,000 of its ordinary shares in treasury.
As at 31 May 2017 and 31 May 2016 there were no potentially dilutive shares in issue on either of the Company's two classes of shares. Accordingly, there is no difference between the weighted average number of shares used in the basic and diluted earnings per share calculations.
9. Dividends
31 May 31 May
2017 2016
GBP'000 GBP'000
Amounts recognised as distributions
to equity holders :
Final dividend for the year ended
31 May 2016 of 4.0p per share
(2015: 4.0p per share) 604 604
Interim dividend for the year ended
31 May 2017 of 3.5p per share (2016:
3.5p per share) 529 529
1,133 1,133
=======
Proposed final dividend for the
year ended 31 May 2017 of 4.0p
per share (2016: 4.0p per share) 604 604
As at 31 May 2017, the Company holds 1,240,000 Ordinary shares in treasury which represents 16.9% of the Ordinary share capital and 7.6% of the Company's total share capital. The Company is not able to vote on the treasury shares and the treasury shares carry no right to receive any dividend or other distribution of assets other than in relation to an issue of bonus shares.
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting to be held on 8 November 2017 and has not been included as a liability in these financial statements.
Subject to final approval by shareholders the final dividend will be paid on 16 November 2017 to shareholders on the register at the close of business on 27 October 2017.
10. Analysis of the changes in net funds
As at Exchange As at
1 June 31 May
2016 Cash flow movements 2017
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in
hand 2,548 4,098 390 7,036
Bank overdrafts (2,008) (1,323) - (3,331)
540 2,775 390 3,705
======= ========= ========= =======
11. Retirement benefit obligation
The Group has a number of different retirement programmes in the countries within which it operates. The principal pension programmes are a contributory defined benefit scheme in the UK and a non-contributory defined benefit plan in the US. The assets of all schemes are held independently of the Group and its subsidiaries.
As at 31 May 2017 the financial position of the two defined benefit schemes have been updated by qualified independent actuaries in line with the requirements of IAS 19 and the combined movements on the two schemes are shown below:
31 May 31 May
2017 2016
GBP'000 GBP'000
Consolidated retirement benefit
obligation at beginning of period (15,101) (14,348)
Movement in the period :
- Total expenses charged in the
income statement (1,397) (1,662)
- Contributions paid 1,515 1,645
- Actuarial losses taken directly
to reserves (7,941) (691)
- Foreign currency exchange rate
movements (100) (45)
Consolidated retirement benefit
obligation at end of period (23,024) (15,101)
======== ========
12. Acquisition
On 15 December 2016, Haynes Publishing Group P.L.C., acquired 100% of the share capital of OATS Limited ("OATS"), a UK based private limited business for a total consideration of GBP2.4 million. OATS is a niche technology business that provides information and productivity solutions for the lubricants sector of the oil industry. OATS has developed a world leading comprehensive equipment and lubricants database that supports customers from across the lubricants marketing and supply chain. OATS' customers have access to an unrivalled source of information about lubricants that enables them to recommend the most appropriate oil to their end users. The acquisition of OATS complements Haynes' professional offering by providing HaynesPro customers with comprehensive information on lubricants as part of its technical database. It will further strengthen the relationship between Haynes, parts distributors and oil companies.
Recognised
Carrying on
value acquisition
GBP'000 GBP'000
Assets Acquired
Property, plant and equipment 6 6
Intangible assets ([1]) 233 2,472
Trade and other receivables 351 351
Taxation recoverable 163 163
Cash at bank and in hand 241 241
Trade and other payables ([2]) (791) (827)
Deferred tax arising on acquisition
of intangible assets - (403)
Fair value of net assets 203 2,003
========
Goodwill arising on acquisition
([3]) 397
------------
Total consideration 2,400
============
Cash consideration 1,845
Liabilities assumed on acquisition 555
Total consideration 2,400
============
The net cash outflows arising on
the acquisition were as follows
:
Cash consideration 1,845
Liabilities assumed on acquisition 555
Costs of acquisition (included
in cash flows from operating activities)
([4]) 88
Net cash outflow 2,488
============
([1]) Prior to completion, the intangible asset valuation was based on the external cost of translations and a multiple of subscription revenue. Applying a multiple of subscription revenue is not a compliant methodology under IAS 38 Intangible Assets and therefore, the intangible asset was revalued at the carrying value of the external cost of translations only. A fair value adjustment of GBP2,239,000 was applied to the OATS Limited intangible asset to bring the valuation methodology into line with IAS 38 and to accord with Haynes group policy on development costs.
([2]) Other payables has been increased by GBP41,000 to reflect a fair value adjustment to the property lease. Prior to acquisition, the lease was expensed on a cash paid basis however, in line with IAS 17 the expense has been re-calculated over the entire length of the lease on a straight-line basis.
([3]) Intangible assets amounting to GBP397,000 could not be individually separated and reliably measured and accordingly, have been included as goodwill (the costs are deductible for income tax purposes). The goodwill assets include OATS standing in its particular market place and anticipated synergies following its acquisition by the Haynes Group.
([4]) The acquisition costs of GBP88,000 were expensed as incurred and were included as an exceptional item within administrative expenses (note 2).
In the period from acquisition to 31 May 2017, OATS contributed GBP1,000,000 to Group revenue and GBP88,000 to consolidated operating profit before exceptional items. If the acquisition occurred at the start of the financial period the revenue from the acquired business would have been GBP2,300,000. It is not practical to quantify the associated profit contribution during this period during the change in accounting policy in relation to capitalisation and amortisation of development costs.
13. Other information
The Directors Report and audited Report & Accounts for the financial year ended 31 May 2017 will be posted to shareholders on 29 September 2017 and delivered to the Registrar of Companies following the Annual General Meeting which will be held on 8 November 2017. Copies of the Directors' report and audited Report & Accounts will be available from the Group Company Secretary, Haynes Publishing Group P.L.C., Sparkford, Near Yeovil, Somerset BA22 7JJ (telephone 01963 440635) after 30 September.
This results announcement is not being posted to shareholders, but is available on the UK website http://www.haynes.co.uk/investor.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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