Last checked at 14 Jun 2016 07:00
Tuesday, 14 June 2016
Trifast plc
('Trifast', the 'Group' or 'Company')
Preliminary results for the year ended 31 March 2016
INVESTING FOR GROWTH
'FY 2015 was our strongest trading performance ever. In FY 2016, we have built on that success story
and delivered our sixth year of continuous growth'
Key financials
Continuing operations | Year ended 31 March 2016 | Year ended 31 March 2015 | Change AER^ |
Change CER† |
Group revenue | £161.4m | £154.7m | 4.3% | 6.8% |
Gross profit % | 29.7% | 29.0% | +70bps | +50bps |
Underlying operating profit* | £16.8m | £15.3m | 9.9% | 12.8% |
Operating profit | £13.9m | £12.8m | 8.6% | |
Underlying profit before tax* | £16.0m | £14.3m | 11.8% | 14.8% |
Profit before tax | £13.1m | £11.8m | 11.0% | |
Underlying diluted earnings per share* | 9.99p | 8.68p | 15.1% | |
Basic earnings per share | 8.78p | 7.39p | 18.8% | |
Dividend: | ||||
- final proposed | 2.00p | 1.50p | 33.3% | |
- interim | 0.80p | 0.60p | 33.3% | |
- total | 2.80p | 2.10p | 33.3% | |
Net debt | £16.0m | £13.4m | £2.6m | |
Return on capital employed (ROCE)* | 18.5% | 18.6% | (10)bps |
* Before separately disclosed items (see note 2).
† Constant exchange rate ('CER')
^ Actual exchange rate ('AER')
· Revenue increase of 6.8% at CER with acquisitions representing 4.1%
· Organic revenue growth of £4.1m at CER with our multinational OEMs growing by 3.0%
· Underlying operating margin* increased to 10.4%
· Underlying profit before tax* grew 14.8% at CER
· Underlying diluted earnings per share* increased by 15.1% at AER
· Total dividend increased by 33.3% reflecting the Directors' ongoing confidence in the business
· Total capital expenditure of £2.3m primarily increasing our capacity in Malaysia, Taiwan and Italy
· Investing for growth in future CAPEX and people around the world
· Smooth management succession in our executive and senior management teams
"In FY 2016 we have seen another year of strong trading, making this our sixth year of continuous growth.
"For us, Europe, Asia and the USA all remain key areas for growth both organically and non-organically. Our enquiry pipeline is strong, whilst our core organic strategy of focusing on our multinational OEMs looks set to continue to deliver growth. FY 2017 will be the first full year of trading from our latest acquisition, TR Kuhlmann, and we are already starting to see opportunities coming through as the result of us working together.
"Looking ahead there are some macroeconomic factors that we cannot control, including the ongoing volatility in the foreign currency and raw material markets. However, building on the strong performance delivered last year and, with our geographical spread, balanced sector mix and clear strategies for growth, the Board is optimistic for the current year and the Group's longer term prospects."
Mark Belton, CEO
PRELIMINARY STATEMENT ATTACHED
Results briefing will be held at 9.30am (UK) today at, The Wellington Room, Octagon Point, St Paul's, London, EC2V 6AA.
Telephone: +44 (0)203 823 2088. Conference dial-in facility: on request, please contact Fiona Tooley on+44 (0)7785 703523
or email fiona@tooleystreet.com.
Enquiries please contact: Trifast plc Malcolm Diamond MBE, Executive Chairman Today: Mobile: +44 (0) 7979 518493 (MMD) Mark Belton, Chief Executive Officer Clare Foster, Chief Financial Officer Office: +44 (0) 1825 747630 Email: corporate.enquiries@trifast.com |
Peel Hunt LLP Stockbroker & financial adviser Justin Jones Mike Bell Tel: +44 (0)20 7418 8900 |
TooleyStreet Communications IR & media relations Fiona Tooley Tel: +44 (0)7785 703523 Email: fiona@tooleystreet.com |
Editors' note:
LSE Premium Listing: Ticker: TRI
Group website: www.trifast.com
About us: Trifast, leading international specialists in the engineering, manufacturing and distribution of high quality industrial fastenings to major global assembly industries. Key sectors are automotive, domestic appliances, electronics and distributors.
The Group employs over 1,100 staff across 26 global locations across the UK, Europe, Asia and the USA.
For more information, please visit www.trfastenings.com
LinkedIn: www.linkedin.com/company/tr-fastenings
Twitter: www.twitter.com/trfastenings
Facebook: www.facebook.com/trfastenings
Forward-looking statements
This announcement contains certain forward looking statements. These reflect the knowledge and information available to the Company during the preparation and up to the publication of this document. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future thereby involving a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company.
Trifast plc
('Trifast', the 'Group' or 'Company')
Preliminary results for the year ended 31 March 2016
Statement by the Chairman, Malcolm Diamond MBE
It gives me great pleasure to report on another year of excellent progress across the Group; also, it is particularly significant that in our forthcoming Annual Report we have summarised the past year with the strap line: 'Investing for growth.'
It is often said within the business world that the only constant is change, and so an organisation's ability to respond quickly and decisively to market conditions is paramount for prosperity.
Seven years ago, less than 15% of our Group revenue derived from the automotive sector, whilst telecoms/electronics, our driver for growth in the nineties, was in relative decline and dragging TR with it. By 2015, automotive Tier 1 demand for our expertise had become global and today accounts for over 30% of Group revenue, whilst electronics has since proven to have delivered organic growth over that same five-year period of our 'renaissance'. Our acquisition of VIC in Italy in 2014 instantly grew our domestic appliances revenue from 8% to 23% of Group revenue, thus finalising a trio of key international fastener demand sectors totalling over 60% of our business.
The growing demand from our automotive and domestic appliances sectors has driven substantial new capital investment in the year in our Italian, Malaysian and Taiwanese factories, the details of which are explained further below.
As reported previously, our core business model of focusing on multinational high volume assemblers continues at a dynamic pace. The model is based on introducing our unique combination of low cost/zero defect, high quality manufacturing resources, component logistics direct to assembly lines, and customised design/application engineering support to the senior decision makers of global companies. This leads to detailed audits (spanning several days) of our relevant manufacturing sites, which in turn confers global Preferred Vendor status upon TR which is our entry ticket to approach their individual assembly plants and to sell what we can offer as benefits to their local production and engineering management.
Many of these global Original Equipment Manufacturers ('OEMs') have over 100 plants spread around the world, and often the same product is duplicated to serve their local markets. Once TR is specified for a customised component, then there is often a
roll-out of the same component across several plants. There is an increasingly strong adoption by these customers of consistent designs and specifications, quality levels and in place cost that gives TR a multiplier effect on volume from the original enquiry from the initiating plant. This is particularly evident within the automotive sector where the same basic vehicle platform spans several brands and is assembled in different countries.
It is highly reassuring that around 60% of our business now comes from 50 of our global OEM customers, thus reinforcing our belief that our strategy is not only delivering consistent growth but with less than an average of 25% penetration, we still have many years of momentum ahead of us.
In addition, each year we win new multi-plant internationally spread OEM customers, giving us increasing growth opportunities.
Crucial as our growing revenue is, our profit growth record owes substantial acknowledgement to our ever improving operational and vendor management performance, which my colleagues explain in detail later into this report.
I must now also acknowledge my close colleague and CEO Jim Barker's retirement at the end of September 2015. I thank him for being the key architect of our recovery strategy back in early 2009 when, at that time, tough decisions and urgent actions were paramount.
The turnaround period, followed by the acquisitions of Power Steel & Electro-Plating Works ('PSEP') in Malaysia and Viterie Italia Centrale ('VIC') in Italy required the full involvement of our then CFO Mark Belton, who, as Jim stepped down, was by far the best candidate to take over as our CEO. Clare Foster (who joined us in January 2015) took over from Mark as CFO. Despite the perceived worries surrounding succession planning in any organisation, I must congratulate Mark and Clare, with the support of Geoff, Glenda and the wider senior team for achieving such a smooth handover during the past six months.
Finally, we welcome our wonderful German colleagues from Kuhlmann who joined the Group last October, and, we congratulate them on the results they have achieved since then.
As always, my never ending appreciation and thanks go to all our managers and staff spread around our Group for their constant skill, effort and loyalty - without which we would just be a very ordinary company.
Trifast plc
('Trifast', the 'Group' or 'Company')
Preliminary results for the year ended 31 March 2016
Summary business review
Unless stated otherwise, amounts and comparisons with prior year are calculated at constant currency (Constant Exchange Rate 'CER') and, where we refer to 'underlying' this is defined as being before separately disclosed items (see note 2).
Our Group performance
2016 CER | 2016 AER | 2015 | Growth at CER | Growth at AER | |
Revenue | £165.3m | £161.4m | £154.7m | 6.8% | 4.3% |
Gross profit ('GP') | £48.9m | £48.0m | £44.9m | 9.0% | 6.9% |
GP% | 29.5% | 29.7% | 29.0% | +50bps | +70bps |
Underlying operating profit ('UOP') | £17.2m | £16.8m | £15.3m | 12.8% | 9.9% |
UOP % | 10.4% | 10.4% | 9.9% | +50bps | +50bps |
Underlying profit before tax | £16.4m | £16.0m | £14.3m | 14.8% | 11.8% |
Underlying diluted EPS | 10.22p | 9.99p | 8.68p | 17.7% | 15.1% |
In FY2015, our business delivered its strongest trading performance ever. In FY 2016, we have built on that success story by going on to achieve profitable top line growth of 6.8% and Actual Exchange Rate ('AER') revenues of £161.4m.
The biggest driver of our organic growth has come from our multinational OEMs, contributing 3% to our overall revenue growth.
On the non-organic side, growth reflects a mix of:
· A first full year of trading from VIC, Italy (acquired 30 May 2014), and
· A first six months of trading from TR Kuhlmann, Germany (acquired 1 October 2015)
Both acquisitions are performing very well. VIC has achieved over 13% organic revenue growth against the prior year, with three record breaking trading months in FY 2016. TR Kuhlmann, our newest addition to the TR family, is already slightly ahead of expectations in its first six months and over 12% up on the 1 October 2014 to 31 March 2016 period (pre-acquisition).
Gross profit margins remain strong at 29.5% (2015: 29.0%). Underlying operating margins have continued to improve to 10.4% (2015: 9.9%) reflecting our ongoing commitment to operational efficiencies. All of this has helped our underlying PBT to increase by 11.8% at AER, driving a strong increase in our underlying diluted EPS at AER of 15.1% to 9.99p (2015: 8.68p).
Dividend policy
With a proven track record, a strong balance sheet and a confident strategy for growth we remain committed to a progressive dividend policy.
As a result, the Directors are proposing, subject to shareholder approval, a final dividend of 2.00p per share. This, together with the interim dividend of 0.80p (paid on 15 April 2016), brings the total for the year to 2.80p per share, an increase of 33.3% on the prior year (2015: 2.10p). The final dividend will be paid on 14 October 2016 to shareholders on the register at the close of business on 16 September 2016. The ordinary shares will become ex-dividend on 15 September 2016.
The 2016 final proposed dividend means that since 2010 dividends have grown from 0.50p to 2.80p, representing a compound annual growth rate ('CAGR') of 53.8%.
At the same time, dividend cover has fallen, now representing cover of 3.6x. For the medium term, we believe an appropriate level of cover will continue to be in the range of 3x to 4x. As is always the case, the actual dividend each year will need to take in to account our ongoing strategy of investment driven growth, any acquisitions and the working capital requirements of a growing business.
Revenue
By far the Group's biggest revenue growth in FY2016 has been across our European businesses with a significant increase of 24.9% to £57.8m. Non-organic growth has driven 14.0% (£6.5m) of that increase, in conjunction with very strong organic growth of 10.9% from increased trading levels in our existing businesses.
In Asia, the overall trading position has been more stable, with an increase in organic revenues of 1.1% (£0.4m).
In Singapore, growth has been very strong at 9.4% (£1.1m) reflecting a significant growth in the domestic appliances sector sales. In contrast, our Malaysian operations have struggled in FY 2016 against a backdrop of falling customer demand and domestic market weakness. This has led to a decrease in revenues of 8.3% (£0.9m).
In the UK, revenue has decreased by 2.0% (£1.3m), reflecting a slight softening in demand in HY 2016, whilst in the USA trading is in line with the prior year at £4.3m.
Gross profit
The Group's gross margin has increased by 50bps to 29.5% (AER 70bps to 29.7%; 2015: 29.0%). This reflects a very strong underlying margin improvement in Asia due in part to capacity increases especially out of our Singapore site however, this has been offset by a fall in the gross margins achieved in Europe to 26.5% (2015: 28.2%), largely due to unfavourable movements in the average €:US$ rate, reducing gross margins in our Italian operations.
Underlying operating profit
Underlying operating margins have increased to 10.4% (2015: 9.9%). In Asia, underlying operating margins have increased significantly, to 17.3% (2015: 14.8%) reflecting the improvements in margin noted above. In the UK, foreign exchange translation gains on monetary items in the balance sheet, in conjunction with ongoing operating efficiencies, have helped to drive a 70bps increase to 9.6% (2015: 8.9%).
In Europe, overall underlying operating margins have been negatively impacted by the noted foreign exchange movements, leading to a decrease to 12.7% (2015: 14.0%). In the US, operating margins have increased to 8.7% (2015: 7.6%) reflecting gross margin improvements in the region.
Net financing costs (at AER)
Despite an increase in average net debt to £16.8m (FY 2015: £14.5m), interest costs have decreased by 18.1% or £0.2m. This cost reduction has been driven out of a reduced reliance on asset based lending in the UK and Italy, a fall in the average EURIBOR rate and a decrease in the level of non-utilisation fees incurred on our revolving credit facilities.
Taxation (at AER)
The Effective Tax Rate ('ETR') has reduced significantly in the year to 21.8% (2015: 29.2%). The largest single fall, of 4.5%, arose on the recognition of a deferred tax asset of £0.6m in our US business. Given the positive trading position in the US, we consider it probable that this asset will be recoverable against future taxable profits and have therefore brought it on to the balance sheet. Excluding this, our normalised ETR has reduced to 26.3% as corporation tax rates continue to reduce around the world, most specifically in the UK.
Earnings per share (EPS)
Our strong gross margin and improved underlying operating profits have led to an impressive increase in our underlying diluted EPS of 15.1% at AER to 9.99p (2015: 8.68p).
Shareholder equity (at AER)
As at 31 March 2016, the Group's shareholders' equity has increased significantly to £83.8m (2015: £71.7m). This £12.1m uplift is made up of retained earnings of £9.6m, share issues totalling £0.2m and a substantial foreign exchange reserve gain of £2.2m which arose due to the rapid weakening in Sterling in the last few months of the financial year.
Net debt
Our net debt position at year end increased by £2.6m to £16.0m (2015: £13.4m). The key reasons for that increase are our recent acquisitions and ongoing investment driven growth strategy.
As the result of the successful achievement of performance conditions, set at the time of the acquisition, the maximum deferred earn out payment was made in July for VIC of £3.4m (€5.0m). In addition, on the 1 October 2015, we paid the initial consideration of £4.9m (€6.8m) to acquire TR Kuhlmann in Germany. Over the past twelve months, our investment driven growth strategy has also led to further capital expenditure of £2.3m, predominantly, as previously highlighted, in our manufacturing sites in Taiwan, Malaysia and Italy.
Outside of these investments, the underlying business remains strongly cash generative, achieving an underlying EBITDA to cash conversion of 88.9%, (2015: 50.2%). This is despite the fact that in FY 2016, we continued to reverse the final £2.5m of the VIC non-recourse debt factoring that we inherited on acquisition in May 2014.
Excluding the impact of the de-factoring, we have seen a net decrease in our working capital levels of £0.6m at CER, even with the overall increase in the Group's trading.
Banking facilities to support growth
Amended facilities are in the process of being agreed with our main Group bankers, HSBC. Negotiations are substantially complete, subject to the finalisation of contractual terms with credit approval already obtained.
In summary, the amendments will reduce the Group's reliance on the Asset Based Lending ('ABL'), increase our available Revolving Credit Facility ('RCF'), decrease the overall cost structure and extend the maturity profile of a proportion of our borrowings to better reflect the Group's core funding and investment requirements.
As a result of the above changes, unutilised available facilities will increase by c. £5.0m, helping to support our strategy of investment driven growth. In addition, an accordion facility of £20.0m is being written in to the agreement, providing potential flexibility to debt finance further acquisitions in the future.
Looking ahead
Group outlook
In FY 2016 we have seen another year of strong trading, making this our sixth year of continuous growth.
For us, Europe, Asia and the USA all remain key areas for growth both organically and non-organically. Our enquiry pipeline is strong, whilst our core organic strategy of focusing on our multinational OEMs looks set to continue to deliver growth. FY 2017 will be the first full year of trading from our latest acquisition, TR Kuhlmann, and we are already starting to see opportunities coming through as the result of us working together.
On the manufacturing side, the investments we are making to increase capacity and the focus we are putting on making better use of existing capacity, specifically in our Malaysian sites, should start to impact positively on results in the next year and beyond.
Our investment in the UK business, in to both senior sales resource and driving further operational efficiencies, is expected to continue to build on profitability in this region.
Looking ahead there are some macroeconomic factors that we cannot control, including the ongoing volatility in the foreign currency and raw material markets. However, building on the strong performance delivered last year and, with our geographical spread, balanced sector mix and our clear strategies for growth, the Board is optimistic for the current year and the Group's longer term prospects.
Strategy
Market research indicates that total global demand for fasteners is set to continue to grow despite the unsettled macroeconomic environment. We therefore see the next three years as a period of investment and growth. Now is the time to make full use of the strong foundations we have built; through further investment, TR will continue to grow alongside its key global customers and markets.
Strategic pillar | Description | Achievements so far | Focus for the future |
FOCUS ON MULTINATIONAL OEMS | Our core business is supplying high volume assembly multinational OEMs around the world with components. They demand consistent quality, price and availability in order to supply automotive assemblies, mobile phone base stations, computer enclosures, cash dispensers and other equipment, in their often numerous sister plants spread globally.
| Around 60% of Group sales come from our top 50 multinational OEMs. We carry 'preferred supplier' status with these multinationals, many of which own more than 100 plants making comparable or identical finished products. Our average penetration into each network is less than 25% of their sites, therefore, developing this pipeline is the backbone of our overall growth strategy. | Maintaining and developing the strength of these relationships continues to be a key focus for the Group. We are investing in our sales teams around the world to help us do this. In part, by increasing headcount to expand our sector expertise and knowledge across different geographies and also by encouraging our sales teams to work closer together on a global basis to continue to improve site penetration levels at our multinational OEMs. |
Investment driven growth | To continue to grow requires ongoing investment in to the business. This comes in a variety of forms, from capacity increases in our manufacturing sites, to investment in our warehousing resources and our digital capabilities. | This year saw significant investment across our Asian manufacturing sites with capacity increases of 15% in Taiwan and the introduction of a new £1m multi-stage parts former in PSEP, Malaysia. Our site in Hungary has also increased storage capacity by acquiring the warehouse adjacent to their current building. | Looking ahead, detailed plans are in place to enhance our manufacturing capacity in Italy via the introduction of a new heat-treatment line. This will allow us to produce more product in-house and better manage lead-times due to closer proximity to market. Further digital investment to improve our access to business and management information is also planned over the coming 24 months. |
Continue to add value and differentiate | Our application engineering teams help to differentiate us by bringing fastener solutions to life for our customers at all stages of the build from initial design to ongoing manufacture, whilst continuous investment has helped to build and maintain our reputation for high quality within the industry. | A two-year project to substantially rebuild and enhance our trading website (www.trfastenings.com) was completed in February 2016. This has created a key go-to technical resource used by the whole industry. We have also won multiple supplier awards in the year and have made significant additional investments in quality testing equipment across the Group to further support our customers' requirements. | Quality will continue to be a key focus as our customers' expectations continue to increase in this area. The TR website will also continue to develop, with an additional 20,000 products due to be uploaded over the coming year. |
Acquisitions | Trifast has shown it is capable of delivering healthy organic growth. However, this is not enough to maximise the opportunities available to us in what is a very fragmented industry, with no one player having more than 5% of the market share. | The acquisitions of VIC (May 2014) and Kuhlmann (October 2015) exemplify what constitute ideal targets for the business, namely knowledge and skills, capable self-managing and ongoing management teams, niche market positioning, growing revenue, profitability and earnings enhancement. | A detailed acquisition strategy has been developed to identify key criteria and geographies, which is driving our proactive search for the next successful acquisition. In the meantime, our teams will focus on the ongoing successful integration of Kuhlmann and VIC in to the Group and strategy for growth. |
Operational efficiencies | Our consistent ability to improve margins and generate cash allows us to plan ahead with confidence on future proofing our business resources. These include smarter management information systems (MIS), space efficient storage and materials handling equipment, lean logistics processes, modular packaging, manufacturing efficiencies and refining our sales and marketing targeting. | Over the last twelve months we have introduced 'Lean-Lift' technology in Uckfield, reducing picking times and warehousing space requirements and allowing additional savings to be made via the consolidation of our Uckfield and Poole sites. Manufacturing efficiencies have been achieved through improved plant utilisation in Taiwan, Italy and the UK. | Looking ahead, we remain committed to a programme of 'continuous improvement'. The key focus will be on operational efficiency savings, including the roll-out of further lean lifts in the UK and overseas, smarter management information systems and an ongoing improvement in our manufacturing capacity planning and utilisation. |
Investing in people | TR is a people business with over 1,100 people working together to support each other's development and underpinning the Group's positive momentum and impressive trading results. Getting the most out of our people via effective training, succession planning and the identification of investment opportunities for growth remains a key pillar of our strategy. | Over the last twelve months, the Group has seen two key succession announcements at Main Board level; Mark Belton took on the role of CEO, and Clare Foster became CFO. In addition, investments to support growth opportunities have been made to our sales teams in the UK, Germany and Spain, whilst our key support functions have been strengthened within finance, IT, HR, marketing and quality to provide a secure back drop for growth. | The next two years will see the roll-out of our Group HR Strategy, allowing us to become ever more joined up and ensuring that the benefits of 'Best Practice' can be spread out across the Group. Ongoing reviews will be key to making sure that our recent investment in both sales and support headcount is generating results, as well as identifying where additional gaps exist for further investment. |
Trifast plc
('Trifast', the 'Group' or 'Company')
Preliminary results for the year ended 31 March 2016
Consolidated income statement
for the year ended 31 March 2016
Note | 2016 £000 | 2015 £000 | |
Continuing operations | |||
Revenue | 3 | 161,370 | 154,741 |
Cost of sales | (113,366) | (109,866) | |
Gross profit | 48,004 | 44,875 | |
Other operating income | 4 | 317 | 352 |
Distribution expenses | (3,202) | (3,108) | |
Administrative expenses before separately disclosed items | (28,326) | (26,845) | |
IFRS2 charge | 2 | (1,687) | (741) |
Intangible amortisation | 2 | (974) | (551) |
Net acquisition costs | 2, 14 | (264) | (750) |
Costs on exercise of executive share options | 2 | - | (511) |
Release of closure provision for TR Formac (Suzhou) Co. Ltd | 2 | - | 94 |
Total administrative expenses | (31,251) | (29,304) | |
Operating profit | 5 | 13,868 | 12,815 |
Financial income | 60 | 97 | |
Financial expenses | (851) | (1,063) | |
Net financing costs | (791) | (966) | |
Profit before taxation | 2, 3 | 13,077 | 11,849 |
Taxation | 6 | (2,852) | (3,455) |
Profit for the year (attributable to equity shareholders of the Parent Company) | 10,225 | 8,394 | |
Earnings per share | |||
Basic | 13 | 8.78p | 7.39p |
Diluted | 13 | 8.50p | 7.07p |
Consolidated statement of comprehensive income
for the year ended 31 March 2016
2016 £000 | 2015 £000 | |
Profit for the year | 10,225 | 8,394 |
Other comprehensive income/(expense) for the year: | ||
Items that may be reclassified subsequently to profit or loss: | ||
Exchange differences on translation of foreign operations | 4,764 | (2,726) |
(Loss)/gain on a hedge of a net investment taken to equity | (2,537) | 2,180 |
Other comprehensive income/(expense) recognised directly in equity | 2,227 | (546) |
Total comprehensive income recognised for the year | ||
(attributable to the equity shareholders of the Parent Company) | 12,452 | 7,848 |
Consolidated statement of changes in equity
for the year ended 31 March 2016
Share capital £000 | Share premium £000 | Translation reserve £000 | Retained earnings £000 | Total equity £000 | |
Balance at 31 March 2015 | 5,809 | 20,978 | 6,342 | 38,551 | 71,680 |
Total comprehensive income for the year: | |||||
Profit for the year | - | - | - | 10,225 | 10,225 |
Other comprehensive income for the year | - | - | 2,227 | - | 2,227 |
Total comprehensive income recognised for the year | - | - | 2,227 | 10,225 | 12,452 |
Issue of share capital | 28 | 183 | - | - | 211 |
Share based payment transactions (including tax) | - | - | - | 1,847 | 1,847 |
Dividends (note 12) | - | - | - | (2,440) | (2,440) |
Total transactions with owners | 28 | 183 | - | (593) | (382) |
Balance at 31 March 2016 | 5,837 | 21,161 | 8,569 | 48,183 | 83,750 |
Consolidated statement of changes in equity
for the year ended 31 March 2015
Share capital £000 | Share premium £000 | Translation reserve £000 | Retained earnings £000 | Total equity £000 | |
Balance at 31 March 2014 | 5,435 | 18,488 | 6,888 | 30,856 | 61,667 |
Total comprehensive (expense)/income) for the year: | |||||
Profit for the year | - | - | - | 8,394 | 8,394 |
Other comprehensive expense for the year | - | - | (546) | - | (546) |
Total comprehensive (expense)/income recognised for the year | - | - | (546) | 8,394 | 7,848 |
Issue of share capital | 374 | 2,490 | - | - | 2,864 |
Share based payment transactions (including tax) | - | - | - | 870 | 870 |
Dividends (note 12) | - | - | - | (1,569) | (1,569) |
Total transactions with owners | 374 | 2,490 | - | (699) | 2,165 |
Balance at 31 March 2015 | 5,809 | 20,978 | 6,342 | 38,551 | 71,680 |
Company statement of changes in equity
for the year ended 31 March 2016
Share capital £000 | Share premium £000 | Merger reserve £000 | Retained earnings £000 | Total equity £000 | |
Balance at 31 March 2015 | 5,809 | 20,978 | 1,521 | 5,586 | 33,894 |
Total comprehensive income for the year: | |||||
Profit for the year | - | - | - | 11,068 | 11,068 |
Total comprehensive income recognisedfor the year | - | - | - | 11,068 | 11,068 |
Issue of share capital | 28 | 183 | - | - | 211 |
Share based payment transactions (including tax) | - | - | - | 1,799 | 1,799 |
Dividends (note 12) | - | - | - | (2,440) | (2,440) |
Total transactions with owners | 28 | 183 | - | (641) | (430) |
Balance at 31 March 2016 | 5,837 | 21,161 | 1,521 | 16,013 | 44,532 |
Company statement of changes in equity
for the year ended 31 March 2015
Share capital £000 | Share premium £000 | Merger reserve £000 | Retained earnings £000 | Total equity £000 | |
Balance at 31 March 2014 | 5,435 | 18,488 | 1,521 | 5,404 | 30,848 |
Total comprehensive income for the year: | |||||
Profit for the year | - | - | - | 924 | 924 |
Total comprehensive income recognisedfor the year | - | - | - | 924 | 924 |
Issue of share capital | 374 | 2,490 | - | - | 2,864 |
Share based payment transactions (including tax) | - | - | - | 827 | 827 |
Dividends (note 12) | - | - | - | (1,569) | (1,569) |
Total transactions with owners | 374 | 2,490 | - | (742) | 2,122 |
Balance at 31 March 2015 | 5,809 | 20,978 | 1,521 | 5,586 | 33,894 |
Statements of financial position
at 31 March 2016
Group | Company | ||||
Note | 2016 £000 | 2015 £000 | 2016 £000 | 2015 £000 | |
Non-current assets | |||||
Property, plant and equipment | 17,171 | 15,623 | 2,362 | 2,424 | |
Intangible assets | 38,259 | 32,162 | - | - | |
Equity investments | - | - | 41,440 | 34,700 | |
Deferred tax assets | 2,165 | 1,272 | 836 | 491 | |
Total non-current assets | 57,595 | 49,057 | 44,638 | 37,615 | |
Current assets | |||||
Inventories | 7 | 39,438 | 37,418 | - | - |
Trade and other receivables | 8 | 43,386 | 39,864 | 33,613 | 25,509 |
Cash and cash equivalents | 9 | 17,614 | 15,453 | 1,406 | 1,292 |
Total current assets | 100,438 | 92,735 | 35,019 | 26,801 | |
Total assets | 3 | 158,033 | 141,792 | 79,657 | 64,416 |
Current liabilities | |||||
Bank overdraft | 9 | 33 | 439 | 2,273 | 4,738 |
Other interest-bearing loans and borrowings | 10 | 16,901 | 11,906 | 12,091 | 1,809 |
Trade and other payables | 11 | 33,030 | 34,482 | 5,720 | 8,384 |
Tax payable | 2,773 | 1,927 | - | - | |
Provisions | 76 | 298 | - | - | |
Total current liabilities | 52,813 | 49,052 | 20,084 | 14,931 | |
Non-current liabilities | |||||
Other interest-bearing loans and borrowings | 10 | 16,675 | 16,523 | 14,866 | 15,374 |
Provisions | 1,117 | 885 | - | - | |
Deferred tax liabilities | 3,678 | 3,652 | 175 | 217 | |
Total non-current liabilities | 21,470 | 21,060 | 15,041 | 15,591 | |
Total liabilities | 3 | 74,283 | 70,112 | 35,125 | 30,522 |
Net assets | 83,750 | 71,680 | 44,532 | 33,894 | |
Equity | |||||
Share capital | 5,837 | 5,809 | 5,837 | 5,809 | |
Share premium | 21,161 | 20,978 | 21,161 | 20,978 | |
Reserves | 8,569 | 6,342 | 1,521 | 1,521 | |
Retained earnings | 48,183 | 38,551 | 16,013 | 5,586 | |
Total equity | 83,750 | 71,680 | 44,532 | 33,894 |
Statements of cash flows
for the year ended 31 March 2016
Group | Company | ||||
Note | 2016 £000 | 2015 £000 | 2016 £000 | 2015 £000 | |
Cash flows from operating activities | |||||
Profit for the year | 10,225 | 8,394 | 11,068 | 924 | |
Adjustments for: | |||||
Depreciation, amortisation and impairment/(reversal) | 2,331 | 1,768 | (6,676) | 56 | |
Unrealised foreign currency (gain)/loss | (119) | 111 | (256) | (1,255) | |
Financial income | (60) | (97) | (32) | (30) | |
Financial expense | 851 | 1,063 | 406 | 492 | |
Loss/(gain) on sale of property, plant and equipment | |||||
and investments | 15 | (3) | - | - | |
Dividends received | - | - | (8,532) | (5,911) | |
Equity settled share based payment charge | 1,687 | 741 | 1,224 | 520 | |
Taxation charge/(credit) | 2,852 | 3,455 | (277) | 432 | |
Operating cash inflow/(outflow) before changes in working capital and provisions | 17,782 | 15,432 | (3,075) | (4,772) | |
Change in trade and other receivables | (1,360) | (9,187) | (3,914) | (180) | |
Change in inventories | (421) | (1,679) | - | - | |
Change in trade and other payables | (58) | 2,080 | (3,743) | 437 | |
Change in provisions | (70) | 121 | - | - | |
Cash generated from/(used in) operations | 15,873 | 6,767 | (10,732) | (4,515) | |
Tax paid | (3,080) | (4,639) | - | - | |
Net cash from/(used in) operating activities | 12,793 | 2,128 | (10,732) | (4,515) | |
Cash flows from investing activities | |||||
Proceeds from sale of property, plant and equipment | 16 | 25 | - | - | |
Interest received | 91 | 97 | 32 | 30 | |
Acquisition of subsidiary, net of cash acquired | (7,684) | (16,240) | - | (19,645) | |
Acquisition of property, plant and equipment and intangibles | (2,339) | (1,414) | (2) | (66) | |
Dividends received | - | - | 8,532 | 5,911 | |
Net cash (used in)/from investing activities | (9,916) | (17,532) | 8,562 | (13,770) | |
Cash flows from financing activities | |||||
Proceeds from the issue of share capital, net of acquisition | 181 | 494 | 181 | 494 | |
Proceeds from new loan | 11,451 | 20,337 | 9,252 | 20,337 | |
Repayment of borrowings | (8,969) | (3,347) | (1,825) | (974) | |
Payment of finance lease liabilities | (31) | 31 | - | - | |
Dividends paid | 12 | (2,440) | (1,569) | (2,440) | (1,569) |
Interest paid | (895) | (1,063) | (419) | (492) | |
Net cash (used in)/from financing activities | (703) | 14,883 | 4,749 | 17,796 | |
Net change in cash and cash equivalents | 2,174 | (521) | 2,579 | (489) | |
Cash and cash equivalents at 1 April | 9 | 15,014 | 15,504 | (3,446) | (2,957) |
Effect of exchange rate fluctuations on cash held | 393 | 31 | - | - | |
Cash and cash equivalents at 31 March | 9 | 17,581 | 15,014 | (867) | (3,446) |
Trifast plc
('Trifast', the 'Group' or 'Company')
Notes to the Preliminary statement
1. Preparation of the preliminary statement
The preliminary results announcement for the year ended 31 March 2016 has been prepared by the Directors based on the results and position reflected in the statutory accounts. The statutory accounts are prepared in accordance with international Financial Reporting Standards as adopted by the European Union ('Adopted IFRS').
The Board of Directors approved the preliminary announcement on 13 June 2016.
2. Underlying profit before tax and separately disclosed items
Note | 2016 £000 | 2015 £000 | |
Underlying profit before tax | 16,002 | 14,308 | |
Separately disclosed items within administrative expenses | |||
IFRS2 share based payment charge | (1,687) | (741) | |
Intangible amortisation | (974) | (551) | |
Net acquisition costs | 14 | (264) | (750) |
Costs on exercise of executive share options | - | (511) | |
Release of closure provision for TR Formac (Suzhou) Co. Ltd | - | 94 | |
Profit before tax | 13,077 | 11,849 |
3. Operating segmental analysis
Segment information is presented in the consolidated financial statements in respect of the Group's geographical segments. This reflects the Group's management and internal reporting structure, and the operating basis on which individual operations are reviewed by the Chief Operating Decision Maker (the Board).
Performance is measured based on each segment's underlying profit before finance costs and income tax as included in the internal management reports that are reviewed by the Chief Operating Decision Maker. This is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within the industry.
Inter-segment pricing is determined on an arm's length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Goodwill and intangible assets acquired on business combinations are included in the region to which they relate. This is an update on prior year when, outside of Asia, they were previously included in 'common' segment assets. The comparatives have been restated to reflect this. This is consistent with the internal management reports that are reviewed by the Chief Operating Decision Maker.
Geographical operating segments
The Group is comprised of the following main geographical operating segments:
- UK | |
- Europe: | includes Norway, Sweden, Hungary, Ireland, Holland, Italy, Germany and Poland |
- USA: | includes USA and Mexico |
- Asia: | includes Malaysia, China, Singapore, Taiwan, Thailand and India |
In presenting information on the basis of geographical operating segments, segment revenue and segment assets are based on the geographical location of our entities across the world, and are consolidated into the four distinct geographical regions, which the Board use to monitor and assess the Group.
March 2016 | UK^ £000 | Europe £000 | USA £000 | Asia £000 | Common costs ^ £000 | Total £000 |
Revenue | ||||||
Revenue from external customers | 64,156 | 54,030 | 4,602 | 38,582 | - | 161,370 |
Inter segment revenue | 2,057 | 341 | 97 | 5,804 | - | 8,299 |
Total revenue | 66,213 | 54,371 | 4,699 | 44,386 | - | 169,669 |
Underlying operating result | 6,172 | 6,880 | 401 | 6,730 | (3,390) | 16,793 |
Net financing costs | (278) | (107) | (2) | (29) | (375) | (791) |
Underlying segment result | 5,894 | 6,773 | 399 | 6,701 | (3,765) | 16,002 |
Separately disclosed items (see note 2) | (2,925) | |||||
Profit before tax | 13,077 | |||||
Specific disclosure items | ||||||
Depreciation and amortisation | 231 | 1,181 | 22 | 833 | 64 | 2,331 |
Assets and liabilities | ||||||
Segment assets | 36,525 | 63,568 | 3,164 | 50,295 | 4,481 | 158,033 |
Segment liabilities | (15,792) | (14,952) | (385) | (9,679) | (33,475) | (74,283) |
^ Including the offset of the UK overdrafts from Common costs, as allowable under financing agreements with HSBC.
March 2015 | UK^ £000 | Europe £000 | USA £000 | Asia £000 | Common Costs^ £000 | Total £000 |
Revenue | ||||||
Revenue from external customers | 65,463 | 46,316 | 4,311 | 38,651 | - | 154,741 |
Inter segment revenue | 1,935 | 413 | 62 | 5,496 | - | 7,906 |
Total revenue | 67,398 | 46,729 | 4,373 | 44,147 | - | 162,647 |
Underlying operating result | 5,832 | 6,461 | 327 | 5,731 | (3,077) | 15,274 |
Net financing costs | (308) | (125) | (1) | (58) | (474) | (966) |
Underlying segment result | 5,524 | 6,336 | 326 | 5,673 | (3,551) | 14,308 |
Separately disclosed items (see note 2) | (2,459) | |||||
Profit before tax | 11,849 | |||||
Specific disclosure items | ||||||
Depreciation and amortisation | 170 | 688 | 16 | 837 | 57 | 1,768 |
Assets and liabilities | ||||||
Segment assets | 39,642 | 45,407 | 2,267 | 50,222 | 4,254 | 141,792 |
Segment liabilities | (19,684) | (9,763) | (413) | (11,878) | (28,374) | (70,112) |
^ Including the offset of the UK overdrafts from Common costs, as allowable under financing agreements with HSBC.
There was no material difference in Europe and USA between the external revenue based on location of the entities and the location of the customers. Of the UK external revenue £10.4m (2015: £9.6m) was sold into the European market. Of the Asian external revenue, £3.89m (2015: £3.59m) was sold into the American market and £5.88m (2015: £5.92m) sold into the European market.
Revenue is derived solely from the manufacture and logistical supply of industrial fasteners and category 'C' components.
4. Other operating income
2016 £000 | 2015 £000 | |
Rental income received from freehold properties | 139 | 155 |
Other income | 178 | 197 |
317 | 352 |
5. Expenses and auditor's remuneration
Included in profit for the year are the following:
2016 £000 | 2015 £000 | ||
Depreciation | 1,357 | 1,217 | |
Amortisation of acquired intangibles | 974 | 551 | |
Operating lease expense | 2,507 | 2,529 | |
Loss/(gain) on disposal of fixed assets | 15 | (3) |
Auditor's remuneration:
2016 £000 | 2015 £000 | |
Audit of these financial statements | 41 | 41 |
Audit of financial statements of subsidiaries pursuant to legislation | 208 | 183 |
Taxation compliance services | 15 | 44 |
Other assurance services | 27 | 22 |
Other services relating to transaction services | 60 | 309 |
6. Taxation
Recognised in the income statement | 2016 £000 | 2015 £000 |
Current UK tax expense: | ||
Current year | 554 | 580 |
Adjustments for prior years | 210 | 77 |
764 | 657 | |
Current foreign tax expense: | ||
Current year | 3,052 | 3,223 |
Adjustments for prior years | 19 | 56 |
3,071 | 3,279 | |
Total current tax | 3,835 | 3,936 |
Deferred tax expense: | ||
Origination and reversal of temporary differences | (196) | (473) |
Adjustments for prior years | (787) | (8) |
Deferred tax income | (983) | (481) |
Tax in income statement | 2,852 | 3,455 |
Tax recognised directly in equity | 2016 £000 | 2015 £000 |
Current tax recognised directly in equity - IFRS2 share based tax credit | (70) | (579) |
Deferred tax recognised directly in equity - IFRS2 share based tax (credit)/charge | (90) | 450 |
Total tax recognised in equity | (160) | (129) |
Reconciliation of effective tax rate ('ETR') and tax expense | 2016 £000 | ETR % | 2015 £000 | ETR % |
Profit for the period | 10,225 | 8,394 | ||
Tax from continuing operations | 2,852 | 3,455 | ||
Profit before tax | 13,077 | 11,849 | ||
Tax using the UK corporation tax rate of 20% (2015: 21%) | 2,615 | 20 | 2,488 | 21 |
Tax suffered on dividends | 204 | 2 | 171 | 1 |
Non-deductible expenses | 223 | 2 | 236 | 2 |
Non-taxable receipts | (123) | (1) | (184) | (2) |
IFRS2 share option charge/(credit) | 112 | 1 | (19) | - |
Deferred tax assets not recognised | 72 | - | 289 | 3 |
Different tax rates on overseas earnings | 256 | 2 | 347 | 3 |
Adjustments in respect of prior years | (558) | (4) | 125 | 1 |
Tax rate change | 51 | - | 2 | - |
Total tax in income statement | 2,852 | 22 | 3,455 | 29 |
The UK Government has reduced the UK corporation tax rate to 19% with effect from 1 April 2017 and 18% with effect from 1 April 2020. These reductions have been reflected in the measurement of deferred tax balances.
The adjustments in respect of prior years mainly relate to the recognition of a deferred tax asset in the US as it is now considered probable this asset will be recoverable.
7. Inventories - Group
2016 £000 | 2015 £000 | |
Raw materials and consumables | 4,067 | 4,096 |
Work in progress | 1,458 | 1,881 |
Finished goods and goods for resale | 33,913 | 31,441 |
39,438 | 37,418 |
8. Trade and other receivables
Group | Company | |||
2016 £000 | 2015 £000 | 2016 £000 | 2015 £000 | |
Trade receivables | 41,931 | 37,876 | - | - |
Non trade receivables and prepayments | 1,455 | 1,988 | 41 | 51 |
Amounts owed by subsidiary undertakings | - | - | 33,572 | 25,458 |
43,386 | 39,864 | 33,613 | 25,509 |
9. Cash and cash equivalents/bank overdrafts
Group | Company | |||
2016 £000 | 2015 £000 | 2016 £000 | 2015 £000 | |
Cash and cash equivalents per Statement of financial position | 17,614 | 15,453 | 1,406 | 1,292 |
Bank overdrafts per Statement of financial position | (33) | (439) | (2,273) | (4,738) |
Cash and cash equivalents per Statements of cash flows | 17,581 | 15,014 | (867) | (3,446) |
10. Other interest-bearing loans and borrowings
This note provides information about the Group and Company's existing interest-bearing loans and borrowings.
Initial loan value | Rate | Maturity | Current | Non-current | ||
2016 £000 | 2015 £000 | 2016 £000 | 2015 £000 | |||
Group | ||||||
Asset based lending
| LIBOR +1.89% to 2.25% | 2016 | 3,144 | 8,605 | - | - |
PSEP acquisition loan | Fixed 3.14% | 2016 | 1,170 | 1,484 | - | 1,113 |
Finance lease liabilities | Various | 2015-19 | 2 | 8 | 12 | 36 |
VIC unsecured loan
| EURIBOR + 1.95% | 2020 | 476 | - | 1,665 | - |
Kuhlmann unsecured loan | Base + 1.55% | 2024 | 18 | - | 132 | - |
Group and Company | ||||||
Facility A VIC acquisition loan | EURIBOR +1.65% | 2015-19 | 2,091 | 1,809 | 14,866 | 15,374 |
Facility B Revolving Credit Facility
| EURIBOR +1.65% | 2019 | 10,000 | - | - | - |
Total Group | 16,901 | 11,906 | 16,675 | 16,523 | ||
Total Company | 12,091 | 1,809 | 14,866 | 15,374 |
11. Trade and other payables
Group | Company | |||
2016 £000 | 2015 £000 | 2016 £000 | 2015 £000 | |
Trade payables | 17,164 | 17,147 | - | - |
Amounts payable to subsidiary undertakings | - | - | 2,630 | 2,604 |
Contingent consideration | 1,348 | 3,617 | 1,348 | 3,617 |
Non-trade payables and accrued expenses | 13,149 | 12,354 | 1,623 | 2,160 |
Other taxes and social security | 1,369 | 1,364 | 119 | 3 |
33,030 | 34,482 | 5,720 | 8,384 |
12. Dividends
During the year the following dividends were recognised and paid by the Group:
2016 £000 | 2015 £000 | |
Final paid 2015 - 1.50p (2014: 1.00p) per qualifying ordinary share | 697 | 1,135 |
Interim paid 2015 - 0.60p (2014: 0.40p) per qualifying ordinary share | 1,743 | 434 |
2,440 | 1,569 |
After the balance sheet date a final dividend of 2.00p per qualifying ordinary share (2015: 1.50p) was proposed by the Directors and an interim dividend of 0.80p (2015: 0.60p) was paid in April 2016.
2016 £000 | 2015 £000 | |
Final proposed 2016 - 2.00p (2015: 1.50p) per qualifying ordinary share | 2,335 | 1,743 |
Interim paid 2016 - 0.80p (2015: 0.60p) per qualifying ordinary share | 934 | 697 |
3,269 | 2,440 |
Subject to Shareholder approval at the Annual General Meeting which is to be held on 27 July 2016, the final dividend will be paid on 14 October 2016 to members on the register at the close of business on 16 September 2016. The ordinary shares will become
ex-dividend on 15 September 2016.
13. Earnings per share
Basic earnings per share
The calculation of basic earnings per share at 31 March 2016 was based on the profit attributable to ordinary shareholders of £10.23m (2015: £8.39m) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2016 of 116,388,265 (2015: 113,540,187), calculated as follows:
Weighted average number of ordinary shares
2016 | 2015 | |
Issued ordinary shares at 1 April | 116,174,086 | 108,684,180 |
Effect of shares issued | 214,179 | 4,856,007 |
Weighted average number of ordinary shares at 31 March | 116,388,265 | 113,540,187 |
Diluted earnings per share
The calculation of diluted earnings per share at 31 March 2016 was based on profit attributable to ordinary shareholders of £10.23m (2015: £8.39m) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2016 of 120,345,662 (2015: 118,768,522), calculated as follows:
Weighted average number of ordinary shares (diluted)
2016 | 2015 | |
Weighted average number of ordinary shares at 31 March | 116,388,265 | 113,540,187 |
Effect of share options on issue | 3,957,397 | 5,228,335 |
Weighted average number of ordinary shares (diluted) at 31 March | 120,345,662 | 118,768,522 |
The average market value of the Company's shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices for the period that the options and deferred equity awards were outstanding.
Underlying earnings per share
EPS (total) | 2016 EPS | 2015 EPS | ||||
Earnings £000 | Basic | Diluted | Earnings £000 | Basic | Diluted | |
Profit after tax for the financial year | 10,225 | 8.78p | 8.50p | 8,394 | 7.39p | 7.07p |
Separately disclosed items: | ||||||
IFRS2 share option | 1,687 | 1.45p | 1.40p | 741 | 0.65p | 0.62p |
Intangible amortisation | 974 | 0.84p | 0.81p | 551 | 0.49p | 0.46p |
Net acquisition costs | 264 | 0.23p | 0.22p | 750 | 0.66p | 0.63p |
Costs on exercise of | ||||||
Executive share options | - | - | - | 511 | 0.45p | 0.43p |
Release of closure provision | ||||||
for TR Formac (Suzhou) Co. | ||||||
Ltd | - | - | - | (94) | (0.08p) | (0.08p) |
Tax charge on adjusted items^ | (1,132) | (0.97p) | (0.94p) | (541) | (0.48p) | (0.45p) |
Underlying profit after tax | 12,018 | 10.33p | 9.99p | 10,312 | 9.08p | 8.68p |
^ This includes adjusting for the recognition of the deferred tax asset in TR Fastenings Inc. (see note 6).
The 'underlying diluted' earnings per share is detailed in the above tables. In the Directors' opinion, this best reflects the underlying performance of the Group and assists in the comparison with the results of earlier years (see note 2).
14. Acquisition of Kuhlmann Befestigungselemente GmbH & Co. KG ('Kuhlmann')
On 1 October 2015, the Group acquired Kuhlmann for a total consideration of €8.5m (£6.2m). The initial amount of €6.8m (£4.9m) was paid on completion in cash and €0.04m (£0.03m) was satisfied by the allotment of 29,350 ordinary shares in the Company. Consideration of €1.7m (1 October 2015: £1.2m, 31 March 2016: £1.3m) will be deferred for 12 months and is to serve as a retention against which any potential warranty and indemnity claims will be offset. The cash consideration was met from the Group's existing bank facilities.
The Group will be investing in Kuhlmann to further develop the opportunities in the German market and expect the acquisition of Kuhlmann to be earnings enhancing in the first full year of ownership.
Based in Verl, close to Bielefeld, Germany, Kuhlmann was founded in 1996 and employs 18 staff. It is a well-respected highly efficient distributor of industrial fastenings within the domestic German market. Its emphasis is on delivering high quality products and services to its well-established longstanding customer base in the principal sectors of machinery and plant engineering, sheet metal processing and industrial. Kuhlmann's management team and previous owners, Frank Niggebrügge, Eric Hütter and Peter Henning, will continue to run the business with the support of the operational management team and staff who will remain within the business.
For the year ended 31 December 2014, Kuhlmann reported revenue of €6.7m (£5.4m) and profit before tax of €1.7m (£1.4m). Gross assets at the same date were €1.4m (£1.1m).
In the six months since acquiring Kuhlmann to 31 March 2016, the subsidiary contributed £0.5m to the consolidated underlying operating profit for the year and £2.5m to the Group's revenue. If the acquisition had occurred on 1 April 2015, Group revenue would have increased by an estimated £2.4m and consolidated operating profit would have been increased by an estimated £0.6m. In determining these amounts management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 April 2015.
The acquisition had the following effects on the Group's assets and liabilities.
Provisional fair value disclosed^ £000 | Adjustments to provisional fair values £000 |
Recognised fair value £000 | |
Property, plant and equipment | 176 | (2) | 174 |
Intangible assets | 3,651 | - | 3,651 |
Inventories | 463 | (6) | 457 |
Trade and other receivables | 420 | 3 | 423 |
Cash and cash equivalents | 583 | - | 583 |
Trade and other payables | (297) | (18) | (315) |
Deferred tax liabilities | (1,011) | 1,011 | - |
Net identifiable assets and liabilities | 3,985 | 988 | 4,973 |
Consideration paid: | |||
Initial cash price paid | 4,897 | - | 4,897 |
Equity instruments issued | 31 | - | 31 |
Deferred consideration at fair value | 1,232 | - | 1,232 |
Total consideration | 6,160 | - | 6,160 |
Goodwill on acquisition | 2,175 | (988) | 1,187 |
^ These amounts were disclosed in the Half Yearly Financial Report.
The fair value of trade receivables is £0.4m. The gross contractual cash flows to be collected are £0.4m. The best estimate at acquisition date of the contractual cash flows not to be collected is £nil.
The values previously disclosed in the Half Yearly Financial Report were provisional and were given for information purposes only since the acquisition was completed so close to 30 September 2015. An in-depth analysis has now been completed and led to adjustments to provisional fair values as disclosed in the table above. As part of this analysis it was identified that a tax deduction can be obtained locally for amortisation relating to acquired intangibles. Therefore, on acquisition there was no temporary difference between the tax base and accounting net book value of these assets and hence no deferred tax liability was recognised.
Intangible assets that arose on the acquisition include the following:
· £3.3m of customer relationships, with an amortisation period deemed to be 10 years
· £0.4m of other intangibles, with an amortisation period deemed to be under 1 year
Goodwill is the excess of the purchase price over the fair value of the net assets acquired. Locally a tax deduction is available for Goodwill which is amortised over 15 years. It mostly represents potential synergies, e.g. cross-selling opportunities between Kuhlmann and the Group, and Kuhlmann's assembled workforce.
Effect of acquisition
The Group incurred costs of £0.26m in relation to the acquisition of Kuhlmann which have been included in administrative expenses in the Group's consolidated statement of comprehensive income and form part of separately disclosed items, see note 2. The foreign exchange losses of £0.55m made on the €1.7m deferred consideration and €6.8m external loan are part of the Group's net investment hedging and therefore have been recognised in the exchange reserve.
15. Preliminary statement
The financial information set out above does not constitute the Group's statutory Report and Accounts for the years ended 31 March 2016 or 2015 but is derived from the 2016 Report and Accounts. The Report and Accounts for 2015 have been delivered to the Registrar of Companies and those for 2016 will be delivered in due course. The external auditor has reported on the 2016 Report and Accounts; the report was (i) unqualified, (ii) did not include references to any matters to which the external auditor drew attention by way of emphasis without qualifying the reports and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006.
16. Shareholder communications
The Company is not proposing to bulk print and distribute hard copies of this Preliminary statement unless specifically requested by individual shareholders. News updates, Regulatory News, and previous years Report and Accounts, can be viewed and downloaded from the Group's website, www.trifast.com.
The Report and Accounts for the year ended 31 March 2016, together with the Notice of Meeting will be posted to shareholders where requested and uploaded to the National Storage Mechanism (http://www.morningstar.co.uk/uk/NSM) and the Group's website, www.trifast.com, in due course.
Further copies of the Preliminary statement and the Report and Accounts will be available on request by writing to: The Company Secretary, Trifast plc, Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW, Email: corporate.enquiries@trifast.com.
17. Annual General Meeting
The Annual General Meeting will be held on 27 July 2016 at Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW.
13 June 2016