Goodwin Regulatory News (GDWN)

PRELIMINARY ANNOUNCEMENT

Goodwin PLC today announces its preliminary results for the year ended 30th April 2015.

CHAIRMAN'S STATEMENT

I am pleased to report that the pre-tax profit for the Group for the twelve month period ending 30th April 2015 was £20.1 million (2014: £24.1 million), a decrease of 16.6% on revenue of £127.0 million, 2.9% lower than last year. The Directors propose an unchanged ordinary dividend of 42.348p.

The gross profit earned of £41 million was lower by 7.9% than for the previous financial year. This deterioration in gross profit and pre-tax profit earned stems from the oil and gas engineering market sector, with order placing activity having substantially contracted in the first quarter of the financial year which resulted in the first quarter order input being 32% down on the same period in the previous year. This situation had, however, progressively recovered by the close of the year such that the order input for the full twelve months was only 19% down as compared to the previous financial year. This lower level of available orders has also resulted in higher level of competition which has and will impact on our gross margins and pre-tax profits.

The Group order workload as at 30th April 2015 was 22% lower than twelve months earlier and stood at £79 million. This level of workload increased in the first two months of the new financial year such that as at the time of writing this report there is a possibility that the performance in this new financial year will not be as bad as feared.

Whilst the profitability in the mechanical engineering division reduced by 15% last year, this was mitigated by a 37% increase in profits of the refractory engineering division in which we expect to see continued growth in the new financial year. The Group increased its diversity in trading regions and markets with 80% (78.8% in 2014) of sales turnover exported to 81 countries. 45% (2014: 50%) is oil and gas market related.

The strategy of creating value for shareholders through emphasis on sustainability and continually introducing new innovative reliable cost effective engineered products needed by growth markets is demonstrated in that in the last two financial years the company has registered / applied for five patents in 16 countries. This is the highest number of patents applied for in the Group's history and is a reflection of the amount of time, effort and £3.8 million of gross investment in R&D over the past two years. These are being expedited into production and to market. It is hoped that within the next three years orders for these products will start to be received and that they will command respectable gross margins. The patents that relate to the refractory division are AVD® (aqueous vermiculite dispersions) used in fire extinguishers and Micashield® a fire resistant paint for wood structures and other substrates. The patents in the engineering division are for a new type of axial piston valve and a new type of nozzle check valve and Goodwin Steel Castings has been granted a patent for its new super nickel alloy, G130, developed by the foundry for use in high temperature turbine applications.

During the last financial year Goodwin PLC purchased the 20% minority interest in Gold Star Powders India and also in Goodwin Pumps India for £1.5 million and we thank our Indian partners for their help and support in developing these two overseas subsidiaries over the past twelve and ten years. Goodwin PLC also purchased the 49% minority interest in Gold Star Brazil and we thank our partners for their help and support in developing this overseas subsidiary over the past seven years.

Just prior to the financial year end Goodwin Refractory Services Ltd (GRS) signed an agreement to purchase the technology, customer list and selected other assets from a complementary French casting powder company. This purchase will also be used by the Group's eight other overseas powder manufacturing companies under licence. The product sales into Europe will be supplied from the UK by GRS. This purchase has enhanced the moulding material technology for the casting of tyre moulds and glass within our Group. The tyre mould technology has brought with it associated patent rights with exclusive worldwide rights for use in reclaimable patterns and the lost wax casting industry.

Goodwin International Ltd in the mechanical engineering division has made good progress in developing long term relationships for the machining of large components and this diversification will, we hope, last well into the next decade. Some of the recent machines installed are the latest and most efficient of their type and have orders with workloads allocated for the next two years. This, backed by our engineering apprentice programme, adds to the Group's long term viability.

Credit insurance policy wordings are being reviewed for effective political risk cover. Last year risks overviewed by the Audit Committee covered insurance policy wordings, asset valuations, bank facility management and IT security. This year work is on going for data security classification, succession planning, conduct with integrity, and mobile device security. Progress continues.

The Group's net cash generated from operating activities prior to investments amounted to £18 million and the Group's gearing at the year end was 12.3% (5.6% 2014).

Shareholders' equity has risen from £73.6 million to £82.7 million and, although some markets will remain difficult over the next one or two years, the Board believes investments made and sanctioned will in due course enable the Group to continue with its track record of growth. Key performance indicators and ratios may be found at www.goodwin.co.uk/2015.

We take the opportunity of thanking the employees and the Directors both in our UK and overseas companies for the hard work put in to achieve these Group results.

OBJECTIVES, STRATEGY AND BUSINESS MODEL

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

The Board's STRATEGY to achieve this is:

• to supply a range of technically advanced products to growth markets in the mechanical engineering and refractory engineering segments in which we have built up a global reputation for engineering excellence, quality, efficiency, reliability, price and delivery;

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

• to maintain an ongoing programme of investment in plant, facilities, sales and marketing, research and development with a view to increasing efficiency, reducing costs, increasing performance, delivering better products for our customers, expanding our global customer base and keeping us at the forefront of technology within our markets;

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

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

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

• to invest in training and development of skills for the Group's future.

BUSINESS MODEL

The Group's focus is on manufacturing within two sectors; mechanical engineering and refractory engineering and through this division of our manufacturing activities, the Group benefits from market diversity. Further details of our business and products are shown on our website www.goodwin.co.uk/2015.

Mechanical Engineering

The Group produces a wide range of dual plate and axial nozzle check valves to serve the oil, petrochemical, gas, LNG and water markets. We create value by globally sourcing the best quality raw material at good prices, manufacturing in highly efficient facilities using up to date technology to provide the very reliable products to the required specification, at competitive prices and with timely deliveries.

Our mechanical engineering markets also include high alloy castings, machining and general engineering products which typically form part of large construction projects such as power generation plants, oil refineries, high integrity offshore structural components and bridges. The Group through its foundry and CNC machine shop has the capability to pour the castings, radiograph and also finish them in-house. This capability is also targeting the defence industry.

Goodwin International, the largest company in the Mechanical Engineering Division, designs and manufactures dual plate and axial nozzle valves and also undertakes specialised CNC machining and fabrication work. Noreva GmbH also designs and manufactures axial nozzle valves. Both Goodwin International and Noreva purchase the majority of their sand mould castings from Goodwin Steel Castings and this vertical integration gives rise to competitive benefits, increased efficiencies, and timely deliveries.

At Goodwin Pumps India we manufacture a superior range of submersible slurry pumps for end users in India, China, Brazil and Africa. Easat Antennas designs and builds bespoke high-performance radar antennas to the global market of major defence contractors, civil aviation authorities and border security agencies. We create value on these by innovative design and assembly in our own facilities using bought in or engineered in-house components.

Refractory Engineering

Within the Refractory Engineering Division, Goodwin Refractory Services, (GRS), creates value by developing, manufacturing and selling investment casting powders, waxes, silicone rubber and machinery for use in the following operations: jewellery casting, aerospace, tyre moulding and the compressor wheels for turbochargers. The Division has eight other investment casting powder companies around the world that carry out the same activities as GRS, located in China, India, Thailand and Brazil. These nine companies are vertically integrated with another of our UK refractory companies, Hoben International, which manufactures cristobalite that it sells to the nine group jewellery casting manufacturing companies, as well as producing ground silica which also goes into casting powders.

The other UK refractory company is Dupré Minerals which focuses on producing exfoliated vermiculite that is used in insulation, brake linings and fire protection products including textiles that can withstand high temperatures. Dupré also sells consumables to the shell moulding casting industry.

CONSOLIDATED INCOME STATEMENT

for the year ended 30th April 2015

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30th April 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30th April 2015

CONSOLIDATED BALANCE SHEET

at 30th April 2015

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30th April 2015

PRINCIPAL RISKS AND UNCERTAINTIES

The Group's operations expose it to a variety of risks and uncertainties, the principal ones being as follows. These risks are no different to previous years, and they are not expected to change substantially in the foreseeable future.

Market risk: The Group provides a range of products and services, and there is a risk that the demand for these products and services will vary from time to time because of competitor action or economic cycles or international trade friction or even wars. The Group operates across a range of geographical regions, and its turnover is split across the UK, Europe, USA, the Pacific Basin and the rest of the world. This spread reduces risk in any one territory. Similarly, the Group operates in both mechanical engineering and refractory engineering sectors, mitigating the risk of a downturn in any one product area. The potential risk of the loss of any key customer is limited as, typically, no single customer accounts for more than 10% of turnover. As described in the Business Model, the Group generates significant sales from the worldwide energy markets. Whilst these markets may suffer short term short declines, over the medium to long term the growing worldwide demand for energy will ensure these markets remain buoyant.

Technical risk: The Group develops and launches new products as part of its strategy to enhance the long term value of the Group. Such development projects carry business risks, including reputational risk, abortive expenditure and potential customer claims which may have a material impact on the Group. The potential risk here is seen as manageable given the Group is developing products in areas in which it is knowledgeable and new products are tested prior to their release into the market.

Product failure/Contractual risk: The risks that the Group supplies products that fail or are not manufactured to specification are risks that all manufacturing companies are exposed to but we try to minimise these risks through the use of highly skilled personnel operating within robust quality control system environments using third party accreditations where appropriate. With regard to the risk of failure in relation to new products coming on line, the additional risks here are minimised at the R&D stage, where prototype testing and the deployment of a robust closed loop product performance quality control system provides feed back to the design department for the products we manufacture and sell. The risk of not meeting safety expectations, or causing significant adverse impacts to customers or the environment is countered by the combination of the controls mentioned within this section. The risk of product obsolescence is countered by R&D investment.

Health and safety: The Group's operations involve the typical health and safety hazards inherent in manufacturing and business operations. The Group is subject to numerous laws and regulations relating to health and safety around the world. Hazards are managed by carrying out risk assessments and introducing appropriate controls, as well as attending safety training courses.

Acquisitions: The Group's growth plan over recent years has included a number of acquisitions. There is the risk that these, or future acquisitions, fail to provide the planned value. This risk is mitigated through financial and technical due diligence during the acquisition process and the Group's inherent knowledge of the markets they operate in.

Financial risk: The principal financial risks faced by the Group are changes in market prices (interest rates, foreign exchange rates and commodity prices). Detailed information on the financial risk management objectives and policies is set out in note 20 to the financial statements to be published shortly. The Group has in place risk management policies that seek to limit the adverse effects on the financial performance of the Group by using various instruments and techniques, including credit insurance, stage payments, forward foreign exchange contracts and interest rate swaps.

Regulatory compliance: The Group's operations are subject to a wide range of laws and regulations. Both within Goodwin PLC and its subsidiaries, the Directors and Senior Managers within the companies make best endeavours to comply with the relevant laws and regulations.

Forward Looking Statements

The Strategic Report contains forward-looking type statements and information based on current expectations, and assumptions and forecasts made by the Group. These expectations and assumptions are subject to various known and unknown risks, uncertainties and other factors, which could lead to substantial differences between the actual future results, financial performance and the estimates and historical results given in this report. Many of these factors are outside the Group's control. The Group accepts no liability to publicly revise or update these forward-looking statements or adjust them to future events or developments, whether as a result of new information, future events or otherwise, except to the extent legally required.

Responsibility statements of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge:

• The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and

• The Strategic Report and the Directors' Reports include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

J.W. Goodwin, Chairman

R.S. Goodwin, Managing Director

J. Connolly, Director

M.S. Goodwin, Director 

S.R. Goodwin, Director

S.C. Birks, Director

B.R.E. Goodwin, Director

T.J.W. Goodwin, Director

J. E. Kelly, Non-Executive Director

 Accounting policies

Goodwin PLC is a company incorporated in the UK.

The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). The accounting policies are included in note 1 of the financial statements to be published shortly. The comparative results for the year ended 30th April 2014 have also been prepared on this basis.

New IFRS standards and interpretations adopted during 2015

In 2015 the following amendments had been endorsed by the EU, became effective and therefore were adopted by the Group:

· IAS 27 (2011) Separate Financial Statements

· IAS 28 (2011) Investments in Associates and Joint Ventures

· Amendments to IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities

· IFRS 10 Consolidated Financial Statements

· IFRS 11 Joint Arrangements

· IFRS 12 Disclosure of Interests in Other Entities

· Transition guidance: Amendments to IFRS 10, IFRS 11 and IFRS 12

· Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27). (effective for annual periods beginning on or after 1 January 2014)

· Recoverable amount disclosures for non-financial assets - Amendments to IAS 36

The adoption of these standards and amendments has not had a material impact on the Group's financial statements.

The financial information previously set out does not constitute the Company's statutory accounts for the years ended 30th April 2015 or 2014 but is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies, and those for 2015 will be delivered in due course. The auditors have reported on those accounts; their report was:

i. unqualified;

ii. did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report; and

iii. did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

Copies of the 2015 accounts are expected to be posted to shareholders within the next two weeks and will also be available on the Company's website: www.goodwin.co.uk and from the Company's Registered Office: Ivy House Foundry, Hanley, Stoke-on-Trent ST1 3NR.

1 Segmental information

Products and services from which reportable segments derive their revenues

For the purposes of management reporting to the chief operating decision maker, the Board of Directors, the Group is organised into two reportable operating divisions: mechanical engineering and refractory engineering. Financial information for each operating division is also available in a disaggregated form in line with the identified cash generating units. Segment assets and liabilities include items directly attributable to segments as well as those that can be allocated on a reasonable basis. In accordance with the requirements of IFRS 8 the Group's reportable segments, based on information reported to the Group's Board of Directors for the purposes of resource allocation and assessment of segment performance are as follows;

· Mechanical Engineering - casting, machining and general engineering

· Refractory Engineering - powder manufacture and mineral processing

Information regarding the Group's operating segments is reported below. Associates are included in Refractory Engineering.

For the purposes of monitoring segment performance and allocating resources between segments, the Group's Board of Directors monitors the tangible and financial assets attributable to each segment. All assets and liabilities are allocated to reportable segments with the exception of those held by the parent Company, Goodwin PLC, and those held as consolidation adjustments.

Geographical segments

The Group operates in the following principal locations.

In presenting the information on geographical segments, revenue is based on the location of its customers and assets on the location of the assets.

Note 2

The directors propose the payment of an ordinary dividend of 42.348 per share (2014: ordinary dividend of 42.348p).  If approved by shareholders, the ordinary dividend will be paid on 9th October 2015 to shareholders on the register at the close of business on 11th September 2015.

Note 3

The earnings per ordinary share has been calculated on profit after taxation for the year attributable to equity holders of the parent of £15,025,000 (2014: £19,035,000) and by reference to the 7,200,000 ordinary shares in issue throughout both years. The company has no share options or other diluting instruments and accordingly there is no difference in the calculation of diluted earnings per share.

Note 4

The Annual General Meeting will be held at 10.30 a.m. on 7th October 2015 at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ.

END