News Release
17 November 2015
AVON RUBBER p.l.c.
("Avon", the "Group" or the "Company")
Audited results for the year ended 30 September
2015
|
30 Sept
2015
£Millions
|
30 Sept 2014
£Millions
|
REVENUE
|
134.3
|
124.8
|
ADJUSTED EBITDA (*)
|
27.3
|
22.9
|
ADJUSTED OPERATING PROFIT (*)
|
20.2
|
17.0
|
ADJUSTED PROFIT BEFORE TAX (*)
|
19.8
|
16.6
|
NET (DEBT)/CASH
|
(13.2)
|
2.9
|
EARNINGS PER SHARE:
|
|
|
Adjusted basic (*)
|
56.1p
|
43.7p
|
Basic
|
45.4p
|
36.2p
|
Adjusted diluted (*)
|
54.6p
|
42.3p
|
Diluted
|
44.2p
|
35.0p
|
DIVIDEND PER SHARE
|
7.29p
|
5.61p
|
FINANCIAL HIGHLIGHTS:
•
Revenue growth of 8% to £134.3m
•
Operating profit growth of 19% and profit before
tax increased 20%
•
Return on sales (EBITDA divided by revenue)
improved 2% from 18% to 20%
•
Diluted earnings per share increased
29%
•
119% conversion of operating profit to operating
cash
•
Dividend of 7.29p per share increased
30%
OPERATIONAL HIGHLIGHTS:
•
Acquisition of InterPuls and Hudstar
•
Strong DOD sales, excellent year at AEF and
continued commercial progress
•
Market share growth of Impulse Air to 25% in the
US
•
Cluster Exchange servicing 430,000 cows on 1,262
farms across US and Europe
(*) Note:
The Directors believe that adjusted measures
provide a more useful comparison of business trends and
performance. Adjusted results exclude discontinued operations,
exceptional items, the amortisation of acquired intangibles and
defined benefit pension scheme costs. The term adjusted is not
defined under IFRS and may not be comparable with similarly titled
measures used by other companies.
All profit and earnings per share figures in
this news release relate to adjusted business performance (as
defined above) unless otherwise stated.
A reconciliation of adjusted measures to
statutory measures is provided below:
|
Statutory
|
Adjustments
|
Adjusted
|
Group EBITDA (£m)
|
27.0
|
0.3
|
27.3
|
Group operating profit (£m)
|
18.9
|
1.3
|
20.2
|
Other finance expense (£m)
|
0.9
|
(0.7)
|
0.2
|
Group profit before taxation (£m)
|
17.8
|
2.0
|
19.8
|
Taxation (£m)
|
2.7
|
0.2
|
2.9
|
Group profit for the year (£m)
|
13.7
|
3.2
|
16.9
|
Basic earnings per share (pence)
|
45.4
|
10.7
|
56.1
|
Diluted earnings per share (pence)
|
44.2
|
10.4
|
54.6
|
Protection & Defence EBITDA (£m)
|
21.4
|
0.2
|
21.6
|
Protection & Defence operating profit
(£m)
|
15.3
|
0.6
|
15.9
|
Dairy EBITDA (£m)
|
7.5
|
0.2
|
7.7
|
Dairy operating profit (£m)
|
5.6
|
0.8
|
6.4
|
The adjustments comprise:
§ amortisation of acquired
intangibles of £1.0m
§ defined benefit pension
scheme credit of £0.3m, which relates to a scheme closed to future
accrual and therefore do not relate to current operations
§ exceptional items of £0.6m
relating to executive search fees and acquisition costs
§ tax effect of adjustments
of £0.2m
§ loss on discontinued
operations of £1.5m relates to dilapidations costs of former leased
premises of a business which was disposed of in 2006.
Further details are provided in note
3.
Commenting on the results Andrew Lewis, Interim
Group Chief Executive, said:
"2015 has been an excellent year reflecting the
strategic decisions made over the last three years to invest in
innovative new products and technologies while expanding our
international markets. Together with the integration of the
technology, customers and people from our recent acquisitions, this
provides us with the opportunity to continue to grow our business,
this year and beyond."
For further enquiries, please
contact:
Avon Rubber p.l.c.
|
|
Andrew Lewis, Interim Group Chief
Executive
|
020 7067 0700
|
Sarah Matthews-DeMers, Associate Group Finance
Director
|
020 7067 0700
|
Jo Wotton, Group Public Relations
Manager
|
01225 896 563
|
|
|
Weber Shandwick Financial
|
|
Nick Oborne
|
020 7067 0700
|
Note
to editors: The Group has
transformed itself over recent years into an innovative design and
engineering group specialising in two core markets, Protection
& Defence and Dairy. With a strong emphasis on research and
development we design, test and manufacture specialist products
from a number of sites in the US and Europe, serving markets around
the world. We achieve this through nurturing the talent and
aspirations of our employees to realise their highest
potential.
Avon Protection Systems is the
recognised global market leader in advanced Chemical, Biological,
Radiological and Nuclear (CBRN) respiratory protection systems for
the world's military, homeland security, first responder, fire and
industrial markets. With an unrivalled pedigree in mask design
dating back to the 1920's, Avon Protection's advanced products are
the first choice for Personal Protective Equipment (PPE) users
worldwide and are placed at the heart of many international defence
and tactical PPE deployment strategies. Our expanding global
customer base now includes military forces, civil and first line
defence troops, emergency service teams and industrial, marine,
mineral and oil extraction site personnel. All put their trust in
Avon's advanced respiratory solutions to shield them from every
possible threat, whether land, air or sea based.
Our world-leading Dairy supplies
business and its Milkrite and InterPuls brands have a global market
presence. With a long history of manufacturing liners and tubing
for the dairy industry, we have become the leading innovator and
designer for products and services right at the heart of milking.
The acquisition of InterPuls in 2015, a milking components
specialist in electromechanical components such as pulsators, milk
meters, automatic cluster removers, milking clusters, washing
systems, vacuum pumps, bucket milkers and pipeline systems, makes
us the complete milking point solution provider.
Working with the leading scientists
and health specialists in the global dairy industry we continue to
invest in technology to further improve the milking process and
animal welfare. Our products provide exceptional results for both
the animal and the milker, making the milk extraction process more
efficient. As our market share and milking experience continue to
grow, so does our global presence.
For further information please visit
the Group's website www.avon-rubber.com
INTRODUCTION
In 2015, Avon's business strategy has delivered
strong growth for the third year in succession with operating
profit increasing by 19% on the previous year and diluted earnings
per share increasing by 29%.
We have further strengthened our business, both
organically and through two strategic acquisitions completed
towards the end of the year. We continue to maintain our focus on
creating a robust and sustainable business and, by investing in and
integrating technology in both divisions, we are creating exciting
future international growth opportunities.
Continuing sound operational management has both
improved our margins and delivered strong operating cash flows,
enabling us to fund the recent acquisitions whilst retaining a
robust balance sheet.
ACQUISITIONS
We made a significant strategic acquisition in
InterPuls, which was completed in August 2015 for a total
consideration of €29.75m, including the assumption of InterPuls's
net debt of €4.0m. This acquisition, combined with our existing
activities, makes our Dairy business a leading international
provider of milking point technology, providing complete teat to
pipeline solutions for the dairy sector.
InterPuls meets our criteria for adding high
technology products that can be sold under the Milkrite-InterPuls
brand. This provides the farmer with a range of high margin
technical solutions including pulsators, milk meters, automatic
cluster removers and vacuum pumps, enabling customers throughout
the world to configure state of the art milking systems.
In addition to traditional milking components,
InterPuls is expanding into high technology sensors and devices to
monitor the life cycle of a cow, analysing milk production,
reproduction and health data to provide critical management
information to increase the operational efficiency of the farm.
The combination of the largely non-overlapping sales
forces of InterPuls with Milkrite should drive higher sales growth
than either company could have achieved alone by extending
international reach and cross fertilising the product ranges. In
combination, the larger business created will increase Avon's
market profile and the customer awareness of Milkrite-InterPuls's
technical lead in the higher margin market sectors which we have
targeted for expansion.
In June 2015 the Group also completed the acquisition
of Hudstar Systems Inc. for $5.1m in cash. Hudstar designs and
manufactures electronics for breathing apparatus for firefighters
and this acquisition both secures the supply chain for some key
components of our Deltair products and provides electronics
expertise with applications across the rest of our product
range.
After the year end the Group announced the acquisition
of Argus, the thermal imaging camera business of e2v plc. This
further strengthens our product range in the fire and first
responder markets.
GROUP RESULTS
Group revenue increased 8% to £134.3m (2014: £124.8m)
with Protection & Defence higher by 7% at £98.8m (2014: £92.8m)
and Dairy up 11% to £35.5m (2014: £32.0m). Operating profit before
depreciation and amortisation (EBITDA) rose 19% to £27.3m (2014:
£22.9m) and operating profit rose 19% to £20.2m (2014: £17.0m).
The progressive strengthening of the US dollar during
the year gave the Group a foreign exchange translation tailwind.
The US $/£ average rate was $1.54 (2014: $1.65) and this 11 cent
tailwind was equivalent to £7.2m at a revenue level and £1.0m at an
operating profit level.
SEGMENTAL
PERFORMANCE
PROTECTION & DEFENCE
Protection & Defence represented 74% (2014: 74%)
of total Group revenues. The business saw revenues increase by 7%
from £92.8m to £98.8m. The growth was due to strong performance in
all areas of the business.
Operating profit grew strongly to £15.9m (2014:
£13.6m) up 17.0% and EBITDA was £21.6m (2014: £18.5m), representing
a return on sales (defined as EBITDA divided by revenue) of 21.9%
(2014: 20.0%). Our DOD, Fire and AEF businesses have all grown,
while our non-DOD mask volumes have reduced slightly, as expected
given the strong 2014 comparative in this area. Our margins have
improved due to efficiencies and increased prices under our
long-term DOD contract.
Under our DOD long-term M50 mask contract we supplied
240,000 mask systems during the financial year, bringing the total
to over 1.4m systems so far under this contract. Having received
orders for 172,000 mask systems during the year, this left us with
an order book of 50,000 systems as we entered our 2016 financial
year. Further follow-on DOD M50 orders are expected in the first
half of our next financial year as 2016 DOD budgets are
released.
The filter requirement has less short-term
visibility, but we expect this consumable item to be a good source
of repeat revenue in the long term as more masks enter service. As
expected, the DOD qualified a second source to provide filters
during 2015 and in the second half of the year we received our
first order under this new arrangement for 124,000 filter
pairs.
During the year the Joint Service Aircrew Mask (JSAM)
programme design, development and testing work progressed well.
This will provide respiratory protection to a wide range of
operators on the DOD's fleet of fixed wing aircraft. As previously
announced, the DOD has extended its testing phase of this
development contract which is now due to conclude at the end of our
2016 financial year and should lead to a production contract which
could be worth in excess of $70m.
Sales to US law enforcement and non-US military and
law enforcement were £27.7m (2014: £31.0m) as a result of a good
performance from the underlying portfolio and a 10,000 C50 delivery
to a customer in the Middle East. This was a small decrease on the
strong comparator period as 2014 included two large such
deliveries.
Our industrial portfolio launched in 2014 continued
to make good progress with particular successes in the oil and gas
market and with further product enhancements in the pipeline, there
is potential to continue to develop this area of the business.
We saw growth in sales to the North American Fire
market this year following the release of our new NFPA-approved
Deltair SCBA. Our product, which is designed to meet the new US
regulations and to deliver enhanced operational performance, has
been well received by the market and remains one of only four units
to receive approval to date.
AEF grew strongly in 2015, winning hovercraft skirt
and fuel and water storage tank orders as we have successfully
rolled out our non-DOD sales strategy to this area of the
business.
DOD spares sales have reduced slightly this year, as
expected given the volatility of DOD ordering patterns in this
area. Long term, as the installed base of masks grows so will the
DOD's requirement to fill its supply chain.
DAIRY
Dairy revenues increased by 11% to £35.5m (2014:
£32.0m) (with a contribution of £1.0m from InterPuls which was
acquired in August 2015). The organic growth was achieved despite
markets in Europe softening in the second half of our financial
year, reflecting the success of our Cluster Exchange service and
growth of the higher margin, technology leading Milkrite products.
Operating profit increased by 12% to £6.4m (2014: £5.7m) which
arose solely from our existing business as, given the timing of the
InterPuls acquisition and the Italian summer holiday season, the
acquired business did not contribute to divisional operating profit
in 2015. EBITDA was £7.7m (2014: £6.6m), giving a return on sales
(as defined above) of 21.7%, up from 20.7% in 2014.
At the start of the year, market conditions improved
as global milk prices were at acceptable levels and farmer input
costs were favourable meaning there was less pressure on farmer
revenues and margins and therefore normal levels of demand for our
consumable products. Towards the end of the year, markets softened
as these pressures increased due to lower milk prices in some
regions. Russian import controls and the removal of quotas have
also affected European markets.
Our Cluster Exchange service was launched in the US
and Europe at the end of 2013 and growth rates continue to exceed
our initial expectations. By the end of the year it was servicing
430,000 cows on 1,262 farms in the US and Europe. This added-value
service enhances the value of each direct liner sale we make and
has delivered a more robust and sustainable business model. Under
this programme farmers outsource their liner change process to us,
which we deliver through service centres established in our
existing facilities, with the support of our dealers and
third-party logistics specialists.
Milkrite sales increased as a proportion of total
revenue providing a richer sales mix. Only five years ago Milkrite
customers represented 53% of our revenue; at the end of this year
this had risen to 72%, reflecting the success of the higher margin
Milkrite brand and some OEM re-sourcing. With the integration of
InterPuls we expect the proportion of own brand revenue to increase
further.
In Europe, Milkrite's market share has increased as a
result of the investment we made in our increased sales force,
enhanced technical support and a larger distributor network. Our
Impulse Air mouthpiece vented liner, first launched in Europe late
in 2013, continues to gain traction, with its market share
increasing to 3.5% (2014: 2.6%).
In the US, the Milkrite Impulse Air mouthpiece vented
liner continued to perform well, with its market share increasing
to 25% (2014: 21%).
This success has given us the confidence to invest
further in product development resource and to commence work on the
next generation of products, the first of which, our Milkrite claw,
was launched in the final quarter of the year. The InterPuls
acquisition further adds to our product portfolio and product
development capability, the benefits of which we expect to see in
future years.
In China, year on year revenue grew strongly as the
industrialisation of the milking process continues apace, creating
excellent long-term potential for our consumable products.
In South America, where we opened our sales and
distribution facility in the first half of the year, we have
started to make good progress in establishing a strong dealer
network and expect to see growth in this region.
In many other emerging markets, including India, the
number of dairy cows being milked using automated milking processes
is growing strongly. This is adding to the market potential for the
consumable products we sell. We plan to harness this potential
using the distribution network which InterPuls has already
established in these regions.
FINANCE EXPENSES
Net interest costs reduced to £0.2m (2014: £0.3m).
Other (non-cash) finance expenses associated with the unwinding of
discounts on provisions were £0.2m (2014: £0.2m).
TAXATION
The statutory tax charge totalled £2.7m (2014: £3.1m)
on a statutory profit before tax of £17.8m (2014: £13.9m). In 2015
the Group paid tax in the US, but not in the UK due to brought
forward tax losses. The effective tax rate for the period is 15%
(2014: 22%), reflecting a more favourable geographic mix of profits
and the recognition of a deferred tax asset in the UK in respect of
accelerated capital allowances and short-term timing differences,
as UK tax losses have now been utilised and the UK trading company
is expected to be tax-paying in the future.
The adjusted effective tax rate, where the tax charge
and the profit before taxation are adjusted for exceptional items,
the amortisation of acquired intangibles and defined benefit
pension scheme costs is 15% (2014: 21%). In 2015 the US federal tax
rate was 34% and the Group's effective tax rate reflects the
predominance of US revenues and earnings and the availability of
previously unrecognised tax losses in the UK. Whilst the
acquisition of InterPuls has not had a significant impact on the
Group tax rate in the current year, with a combined federal and
regional Italian tax rate of approximately 31%, the Group effective
rate of tax is likely to increase in future years.
Unrecognised deferred tax assets in respect of tax
losses in UK non-trading companies amounted to £0.3m (2014:
£1.4m).
EARNINGS PER SHARE
Basic earnings per share were 56.1p (2014: 43.7p) and
diluted earnings per share were 54.6p (2014: 42.3p).
NET CASH AND CASHFLOW
Net debt at the end of the year was £13.2m (2014: net
cash of £2.9m). At the year end, total bank facilities were £26.4m,
which are US dollar denominated and committed to 30 November
2018.
In the year we invested £21.2m in the acquisitions
noted above and £6.2m (2014: £6.8m) in property, plant and
equipment and new product development. In the Protection &
Defence business this focused on our new product development
programme, Project Fusion. In Dairy we invested in the development
of our new claw and the hardware required to support our Cluster
Exchange service offering.
Operating activities generated cash of £24.1m (2014:
£26.5m), representing 119% of operating profit (2014: 156%).
Through sound operational management the Group has driven strong
conversion of profits into cash. The timing of shipments to
customers can impact all aspects of working capital and at the 2015
year-end inventory was higher from a combination of foreign
exchange translation, acquisitions and the launch of our Fusion
products. Receivables decreased as in the prior year a large order
was shipped immediately prior to year end. Lower advanced receipts
from customers, cash outflows in relation to the prior year
restructuring provision and timing of payments to suppliers
following the acquisition of InterPuls resulted in cash outflows in
respect of payables.
UK RETIREMENT BENEFIT OBLIGATIONS
The balance, as measured under IAS 19 (revised),
associated with the Group's UK retirement benefit obligation, which
has been closed to future accrual, has moved from a £16.0m deficit
at 30 September 2014 to a £16.6m deficit at 30 September 2015.
This movement has resulted from an increase in
liabilities as the AA corporate bond rate has fallen, partially
offset by strong performance from our return-seeking assets and
Liability Driven Investment.
A settlement gain of £0.7m (2014: nil) was realised
following a trivial commutation exercise.
During 2015, the Group paid total contributions of
£0.8m (2014: £0.5m).
The last triennial actuarial valuation took place as
at 31 March 2013. That valuation showed the scheme to be 98.0%
funded on a continuing basis and under the deficit recovery plan,
the payments for the Group financial years ending 30 September are
as follows: 2016: £0.7m, 2017: £0.7m and 2018: £0.7m. These
amounts include £0.3m p.a. in respect of administration
expenses.
RESEARCH AND DEVELOPMENT
Intangible assets totalling £41.3m (2014: £17.2m)
form a significant part of the balance sheet as we invest in new
product development and acquisitions. This can be seen from our
expanding product range in both Protection & Defence and Dairy.
The annual charge for amortisation of development costs was £1.9m
(2014: £1.5m).
Our total investment in research and development
(capitalised and expensed) amounted to £7.1m (2014: £7.0m) of which
£3.9m (2014: £4.5m) was customer funded and has been recognised as
revenue.
In Dairy we have started to expand our product range
under the Milkrite brand beyond liners and tubing into non-rubber
goods such as liner shells and claws.
We have started to see the benefits of these efforts,
which underpin the long-term prosperity of the Group, during our
2015 financial year.
DIVIDEND
Based on the Group's improved profitability, cash
generation and the confidence the Board has in the Group's future
prospects, the Board is pleased to propose a 30% increase in the
final dividend to 4.86p per ordinary share (2014: 3.74p). This,
combined with the 2015 interim dividend of 2.43p, results in a full
year dividend of 7.29p (2014: 5.61p), up 30%.
OPPORTUNITIES
Last year we highlighted that our strong balance
sheet would support complementary acquisitions which could deliver
synergistic benefits. We have successfully identified a number of
businesses meeting this criterion across both sides of the business
and completed the acquisitions of InterPuls and Hudstar during the
year. Since the year end we have announced the acquisition of the
Argus thermal imaging camera business from e2v plc. Looking forward
we see these acquisitions, together with our existing growth
strategies, enhancing our global market leading positions which
will deliver further opportunities for growth. We will continue to
invest in innovative new technologies and products and in building
our brand and market reach to bring these opportunities to
fruition.
BOARD CHANGES
After serving as a Non-Executive Director since March
2005 Stella Pirie stood down at the AGM in January 2015. Pim
Vervaat was appointed on 1 March 2015. Pim is Chief Executive of
RPC Group Plc, the UK based manufacturer of rigid plastic packaging
and a FTSE 250 listed company.
After fifteen years with the Group, the last seven of
which have been as Chief Executive, Peter Slabbert stepped down
from his role as Chief Executive and retired from the Company on 30
September 2015.
The Board is immensely grateful to Peter for the
contribution he has made during his time with Avon Rubber. Early on
he was an instrumental part of the successful transformation of the
Group, helping to build the foundations that have led to the recent
consistent record of growth in profits. He leaves behind a strong
executive team which the Board is confident will continue to grow
the Group.
We look forward to welcoming our new Chief Executive,
Rob Rennie on 1 December 2015. Rob joins Avon having held a number
of senior positions at Invensys plc. His most recent role was
President of the Energy Controls group, a division with annual
sales in excess of $400m. This group included Eurotherm, the global
supplier of industrial and process control, measurement and data
management solutions, where Rob started his career and was
ultimately appointed Managing Director. Rob was the driving force
behind the evolution of Eurotherm and, as a member of the Invensys
Executive Committee, was part of the team that successfully sold
Invensys to Schneider Electric in 2014.
OUTLOOK
Our strategy of integrating new technologies from
product development and acquisitions has provided strong results in
2015 and increased our future opportunities.
In our global Protection & Defence business we
have good visibility of DOD revenues for 2016 and a strong
underlying portfolio of non-DOD business which we expect to be
enhanced by the increasing impact of the recently launched new
products and supplemented by impact orders, although the timing of
these remains difficult to predict.
While the year end softness in milk prices has
continued, the acquisition of InterPuls provides the Dairy business
with both new products and access to new markets through the
integration of the sales and distribution channels of the two
businesses.
We remain confident in our strong and proven
management team's ability to maintain the momentum of growth in our
business.
David
Evans
Andrew Lewis
Chairman
Interim Group Chief Executive
17 November
2015
17 November 2015
Consolidated Statement of Changes in
Equity
for the year ended 30 September
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
|
Share
|
Other
|
Accumulated
|
|
|
|
capital
|
Premium
|
reserves
|
losses
|
Total
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 October 2013
|
|
30,723
|
34,708
|
(126)
|
(44,609)
|
20,696
|
Profit for the year
|
|
-
|
-
|
-
|
10,811
|
10,811
|
Unrealised exchange differences on overseas
investments
|
|
-
|
-
|
(306)
|
-
|
(306)
|
Actuarial loss recognised on retirement benefit
scheme
|
|
-
|
-
|
-
|
(4,851)
|
(4,851)
|
Total comprehensive income/(expense) for the
year
|
|
-
|
-
|
(306)
|
5,960
|
5,654
|
Dividends paid
|
|
-
|
-
|
-
|
(1,422)
|
(1,422)
|
Issue of shares
|
|
300
|
-
|
-
|
-
|
300
|
Purchase of shares by the employee benefit
trust
|
|
-
|
-
|
-
|
(300)
|
(300)
|
Movement in respect of employee share
scheme
|
|
-
|
-
|
-
|
88
|
88
|
At 30 September 2014
|
|
31,023
|
34,708
|
(432)
|
(40,283)
|
25,016
|
Profit for the year
|
|
-
|
-
|
-
|
13,666
|
13,666
|
Unrealised exchange differences on overseas
investments
|
|
-
|
-
|
3,311
|
-
|
3,311
|
Actuarial loss recognised on retirement benefit
scheme
|
|
-
|
-
|
-
|
(1,040)
|
(1,040)
|
Deferred tax relating to retirement benefit
scheme
|
|
-
|
-
|
-
|
3,321
|
3,321
|
Total comprehensive income for the
year
|
|
-
|
-
|
3,311
|
15,947
|
19,258
|
Dividends paid
|
5
|
-
|
-
|
-
|
(1,859)
|
(1,859)
|
Movement in shares held by the employee benefit
trust
|
|
-
|
-
|
-
|
(971)
|
(971)
|
Movement in respect of employee share
scheme
|
|
-
|
-
|
-
|
85
|
85
|
Deferred tax relating to employee share
schemes
|
|
-
|
-
|
-
|
675
|
675
|
At 30 September 2015
|
|
31,023
|
34,708
|
2,879
|
(26,406)
|
42,204
|
Other reserves consist of the capital
redemption reserve of £500,000 (2014: £500,000) and the translation
reserve of £2,379,000 (2014: (£932,000)).
All movements in other reserves relate to the
translation reserve.
Notes to the Preliminary Financial
Statements
for the year ended 30 September
2015
1.
Basis of preparation
a) These financial results do not
comprise statutory accounts for the year ended 30 September 2015
within the meaning of Section 434 of the Companies Act 2006.
Statutory accounts for the year ended 30 September 2014 were
approved by the Board of Directors on 19 November 2014 and
delivered to the Registrar of Companies. Statutory accounts for the
year ended 30 September 2015 will be delivered to the Registrar
following the Company's Annual General Meeting. The report of the
auditors on these accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement
under Section 498 of the Companies Act 2006.
b) This financial information has
been prepared in accordance with International Financial Reporting
Standards and International Financial Reporting Interpretations
Committee (IFRIC) interpretations as adopted by the European Union
(collectively 'IFRSs') and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
c) Certain statements in this
announcement constitute forward-looking statements. Any statement
in this announcement that is not a statement of historical fact
including, without limitation, those regarding the Company's future
expectations, operations, financial performance, financial
condition and business is a forward-looking statement. Such
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially. These risks and
uncertainties include, among other factors, changing economic,
financial, business or other market conditions. These and other
factors could adversely affect the outcome and financial effects of
the plans and events described in this announcement and the Company
undertakes no obligation to update its view of such risks and
uncertainties or to update the forward-looking statements contained
herein. Nothing in this announcement should be constructed as a
profit forecast.
d) Recent accounting
developments
The following standards, amendments and
interpretations have been issued by the International Accounting
Standards Board (IASB) or by the International Financial Reporting
Interpretations Committee (IFRIC). The Group's approach to these is
as follows:
i. Standards, amendments and
interpretations effective in 2015
The following standards and amendments have been
adopted for the year ended 30 September 2015 but have no impact on
the Group financial statements:
- IAS 32, 'Offsetting
Financial Assets and Financial Liabilities'
- IAS 36, 'Recoverable
Amount Disclosures for Non-Financial Assets'
- IAS 39, 'Novation of
Derivatives and Continuation of Hedge Accounting'
- IFRIC 21,
'Levies'
- Amendments to IFRS
10, IFRS 12 and IAS 27, 'Investment Entities'
- Amendments to IAS 19,
'Defined Benefit Plans: Employee Contributions'
- Annual improvements
cycle 2010-2012
- Annual improvements
cycle 2011-2013
ii. The following standards,
amendments to standards and interpretations have been issued but
are not effective for the financial year beginning 1 October 2014,
have not been adopted early and are not expected to have a material
impact on the Group financial statements:
- IFRS 9, 'Financial
instruments'
- IFRS 14, 'Regulatory
Deferral Accounts'
- IFRS 15, 'Revenue
from Customer Contracts'
- Amendments to IAS 1,
'Disclosure initiative'
- Amendment to
IFRS 10 and IAS 28, 'Sale or Contribution of Assets between and
Investor and its Associate or Joint Venture'
- Amendments to IFRS
10, IFRS 12 and IAS 28, 'Applying the consolidation exemption'
- Amendments to IFRS
11, 'Accounting for Acquisition Interests in Joint Operations'
- Amendments to IAS 16
and IAS 38, 'Clarification of Acceptable Methods of Depreciation
and Amortisation'
- Amendments to IAS 16
and IAS 41, 'Agriculture - Bearer Plants'
- Amendments to IAS 27,
'Equity Method in Separate Financial Statements'
- Annual improvements
cycle 2012-2014
2.
Segment information
Operating segments are reported in a manner
consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision maker, who
is responsible for allocating resources and assessing
performance of the operating segments, has been identified as
the Group Executive team.
The Group has two clearly defined business
segments, Protection & Defence and Dairy, and operates out of
Europe and the US.
Business Segments
Year ended 30 September 2015
|
|
|
|
|
|
|
|
|
|
Protection
& Defence
|
|
|
|
|
|
|
|
Dairy
|
Unallocated
|
Group
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
|
|
98,843
|
35,475
|
|
134,318
|
|
|
|
|
|
|
|
|
Segment result before depreciation, amortisation,
exceptional items, acquisition costs and defined benefit pension
scheme credit
|
|
|
|
21,632
|
7,707
|
(2,072)
|
27,267
|
Depreciation of property, plant and equipment
|
|
|
|
(3,513)
|
(1,121)
|
(50)
|
(4,684)
|
Amortisation of development costs and software
|
|
|
|
(2,206)
|
(153)
|
(9)
|
(2,368)
|
Segment result before amortisation of acquired
intangibles, exceptional items, acquisition costs and defined
benefit pension scheme credit
|
|
|
|
15,913
|
6,433
|
(2,131)
|
20,215
|
Amortisation of acquired intangibles
|
|
|
|
(384)
|
(659)
|
|
(1,043)
|
Exceptional items and acquisition costs
|
|
|
|
(209)
|
(180)
|
(215)
|
(604)
|
Defined benefit pension scheme credit
|
|
|
|
|
|
318
|
318
|
Segment result
|
|
|
|
15,320
|
5,594
|
(2,028)
|
18,886
|
Finance income
|
|
|
|
|
|
45
|
45
|
Finance costs
|
|
|
|
|
|
(192)
|
(192)
|
Other finance expense
|
|
|
|
|
|
(901)
|
(901)
|
Profit before taxation
|
|
|
|
15,320
|
5,594
|
(3,076)
|
17,838
|
Taxation
|
|
|
|
|
|
(2,672)
|
(2,672)
|
Profit for the year from continuing operations
|
|
|
|
15,320
|
5,594
|
(5,748)
|
15,166
|
Discontinued operations - loss for the year
|
|
|
|
|
|
(1,500)
|
(1,500)
|
Profit for the year
|
|
|
|
15,320
|
5,594
|
(7,248)
|
13,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
|
59,487
|
42,645
|
6,444
|
108,576
|
Segment liabilities
|
|
|
|
8,378
|
10,336
|
47,658
|
66,372
|
|
|
|
|
|
|
|
|
Other segment items
|
|
|
|
|
|
|
|
Capital expenditure
|
|
|
|
|
|
|
|
-
intangible assets
|
|
|
|
2,800
|
146
|
15
|
2,961
|
-
property, plant and equipment
|
|
|
|
1,320
|
1,902
|
-
|
3,222
|
|
|
|
|
|
|
|
|
|
Year ended 30 September 2014
|
|
|
|
|
|
|
|
|
|
Protection & Defence
|
|
|
|
|
|
|
|
Dairy
|
Unallocated
|
Group
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
|
|
92,818
|
31,961
|
|
124,779
|
|
|
|
|
|
|
|
|
Segment result before depreciation, amortisation,
exceptional items and defined benefit pension scheme costs
|
|
|
|
18,542
|
6,600
|
(2,239)
|
22,903
|
Depreciation of property, plant and equipment
|
|
|
|
(3,289)
|
(771)
|
(67)
|
(4,127)
|
Amortisation of development costs and software
|
|
|
|
(1,670)
|
(94)
|
(9)
|
(1,773)
|
Segment result before amortisation of acquired
intangibles, exceptional items and defined benefit pension scheme
costs
|
|
|
|
13,583
|
5,735
|
(2,315)
|
17,003
|
Amortisation of acquired intangibles
|
|
|
|
(261)
|
|
|
(261)
|
Exceptional items
|
|
|
|
(2,017)
|
|
|
(2,017)
|
Defined benefit pension scheme costs
|
|
|
|
|
|
(400)
|
(400)
|
Segment result
|
|
|
|
11,305
|
5,735
|
(2,715)
|
14,325
|
Finance income
|
|
|
|
|
|
1
|
1
|
Finance costs
|
|
|
|
|
|
(275)
|
(275)
|
Other finance expense
|
|
|
|
|
|
(187)
|
(187)
|
Profit before taxation
|
|
|
|
11,305
|
5,735
|
(3,176)
|
13,864
|
Taxation
|
|
|
|
|
|
(3,053)
|
(3,053)
|
Profit for the year
|
|
|
|
11,305
|
5,735
|
(6,229)
|
10,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
|
52,128
|
13,501
|
6,157
|
71,786
|
Segment liabilities
|
|
|
|
12,011
|
1,946
|
32,813
|
46,770
|
|
|
|
|
|
|
|
|
Other segment items
|
|
|
|
|
|
|
|
Capital expenditure
|
|
|
|
|
|
|
|
-
intangible assets
|
|
|
|
2,725
|
337
|
-
|
3,062
|
-
property, plant and equipment
|
|
|
|
1,898
|
1,825
|
8
|
3,731
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
Adjustments and discontinued operations
|
|
|
|
|
|
2015
|
2014
|
|
|
|
|
|
|
£'000
|
£'000
|
Amortisation of acquired intangible assets
|
|
|
|
|
|
1,043
|
261
|
Relocation of Lawrenceville facility
|
|
|
|
|
|
-
|
2,017
|
Recruitment costs
|
|
|
|
|
|
215
|
-
|
Acquisition costs
|
|
|
|
|
|
389
|
-
|
Defined benefit pension scheme administration
costs
|
|
|
|
|
|
350
|
400
|
Defined benefit pension scheme settlement gain
|
|
|
|
|
|
(668)
|
-
|
|
|
|
|
|
|
1,329
|
2,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
2014
|
|
|
|
|
|
|
£'000
|
£'000
|
Loss on discontinued operations
|
|
|
|
|
|
1,500
|
-
|
The tax impact of the above is a £0.25m
reduction in overseas tax (2014: £0.45m).
The recruitment costs relate to the recruitment
of main Board Directors.
The acquisition costs relate to legal and
professional fees on the acquisition of Hudstar Systems Inc. and
InterPuls S.p.A.
Defined benefit pension scheme costs relate to
administrative expenses of the scheme which is closed to future
accrual. The defined benefit pension scheme settlement gain arose
following a trivial commutation exercise.
The loss for the year on discontinued
operations of £1.5m relates to dilapidations costs of former leased
premises of a business which was disposed of in 2006.
4.
Taxation
|
|
2015
|
2014
|
|
|
£'000
|
£'000
|
United Kingdom
|
|
(578)
|
-
|
Overseas
|
|
3,250
|
3,053
|
|
|
2,672
|
3,053
|
Effect of exceptional items
|
|
253
|
450
|
Adjusted tax charge
|
|
2,925
|
3,503
|
The effective tax rate for the year is 15% (30
September 2014: 22%).
The adjusted effective tax rate, where the tax charge
and the profit before taxation are adjusted for exceptional items,
the amortisation of acquired intangibles and defined benefit
pension scheme costs is 15% (30 September 2014: 21%).
5.
Dividends
On 29 January 2015, the shareholders approved a final
dividend of 3.74p per qualifying ordinary share in respect of the
year ended 30 September 2014. This was paid on 20 March 2015
absorbing £1,127,000 of shareholders' funds.
On 29 April 2015, the Board of Directors declared an
interim dividend of 2.43p (2014: 1.87p) per qualifying ordinary
share in respect of the year ended 30 September 2015. This was paid
on 4 September 2015 absorbing £732,000 (2014: £560,000) of
shareholders'
funds.
After the balance sheet date the Board of Directors
proposed a final dividend of 4.86p per qualifying ordinary share in
respect of the year ended 30 September 2015, which will absorb an
estimated £1,464,000 of shareholders' funds. Subject to shareholder
approval, the dividend will be paid on 18 March 2016 to
shareholders on the register at the close of business on 19
February 2016. In accordance with accounting standards this
dividend has not been provided for and there are no corporation tax
consequences.
6.
Earnings per share
Basic earnings per share is calculated by
dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the
year, excluding those held in the employee share ownership trust.
The company has dilutive potential ordinary shares in respect of
the Performance Share Plan. Adjusted earnings per share adds back
to profit the effect of the amortisation of acquired intangible
assets, exceptional items, acquisition costs and defined benefit
pension scheme costs.
Reconciliations of the earnings and weighted
average number of shares used in the calculations are set out
below.
|
|
|
|
2015
|
2014
|
|
|
|
|
Weighted average number of ordinary shares in issue
used in
basic calculations (thousands)
|
30,107
|
29,871
|
Potentially dilutive shares (weighted average)
(thousands)
|
|
830
|
979
|
Fully diluted number of ordinary shares
(weighted average) (thousands)
|
30,937
|
30,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
2015
|
2015
|
2014
|
2014
|
2014
|
|
|
|
|
|
Basic eps
|
Diluted eps
|
|
Basic eps
|
Diluted eps
|
|
|
£'000
|
pence
|
pence
|
£'000
|
pence
|
pence
|
Profit attributable to equity shareholders of the
Company
|
|
13,666
|
45.4
|
44.2
|
10,811
|
36.2
|
35.0
|
Loss from discontinued operations
|
|
1,500
|
|
5.0
|
4.8
|
-
|
-
|
-
|
Profit from continuing operations
|
15,166
|
50.4
|
49.0
|
10,811
|
36.2
|
35.0
|
Adjustments
|
1,730
|
5.7
|
5.6
|
2,240
|
7.5
|
7.3
|
Profit excluding loss from discontinued operations,
amortisation of acquired intangibles assets, exceptional items,
acquisition costs and defined benefit pension scheme costs
|
|
16,896
|
56.1
|
54.6
|
13,051
|
43.7
|
42.3
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
Provisions for liabilities
and charges
|
Facility
|
Property
|
|
|
relocation
|
obligations
|
Total
|
|
£'000
|
£'000
|
£'000
|
Balance at 1 October 2013
|
-
|
2,613
|
2,613
|
Charged in the year
|
1,637
|
1,632
|
3,269
|
Unwinding of discount
|
-
|
175
|
175
|
Payments in the year
|
(1,191)
|
(1,056)
|
(2,247)
|
Exchange difference
|
8
|
1
|
9
|
Balance at 30 September 2014
|
454
|
3,365
|
3,819
|
Charged in the year
|
-
|
1,500
|
1,500
|
Unwinding of discount
|
-
|
247
|
247
|
Payments in the year
|
(485)
|
(2,545)
|
(3,030)
|
Exchange difference
|
31
|
-
|
31
|
Balance at 30 September 2015
|
-
|
2,567
|
2,567
|
|
|
|
|
8.
Share capital
|
|
2015
|
2014
|
Number of shares (thousands)
|
|
31,023
|
31,023
|
|
|
|
|
Ordinary shares (£'000)
|
|
31,023
|
31,023
|
9.
Cash generated from operations
|
|
|
|
|
2015
|
2014
|
|
|
|
|
|
£'000
|
£'000
|
Continuing operations
|
|
|
|
|
|
|
Profit for the year
|
15,166
|
10,811
|
Adjustments for:
|
|
|
Taxation
|
2,672
|
3,053
|
Depreciation
|
4,684
|
4,127
|
Amortisation of intangible assets
|
3,411
|
2,034
|
Defined benefit pension scheme (credit)/cost
|
(318)
|
400
|
Finance income
|
(45)
|
(1)
|
Finance costs
|
192
|
275
|
Other finance expense
|
901
|
187
|
Loss on disposal of intangibles
|
-
|
149
|
Loss on disposal of property, plant and equipment
|
7
|
209
|
Movement in respect of employee share scheme
|
85
|
88
|
(Increase)/decrease in inventories
|
|
|
|
|
(1,264)
|
370
|
Decrease in receivables
|
|
|
|
|
4,225
|
1,479
|
(Decrease)/increase in payables and provisions
|
(6,855)
|
2,336
|
Cash
generated from continuing
operations
|
|
|
|
|
22,861
|
25,517
|
Discontinued operations
|
|
|
|
|
|
|
Loss for the Year
|
|
|
|
|
(1,500)
|
-
|
Decrease in payables and provisions
|
|
|
|
|
(29)
|
-
|
Cash
used in discontinued operations
|
|
|
|
|
(1,529)
|
-
|
Cash generated from
operations
|
|
|
|
|
21,332
|
25,517
|
|
|
|
|
|
|
|
Cash flows relating to the discontinued operations
are as follows:
|
|
|
Cash flows from operating activities
|
|
|
|
|
(1,529)
|
-
|
Cash used in discontinued
operations
|
|
|
|
|
(1,529)
|
-
|
10. Analysis of net
(debt)/cash
This note sets out the calculation of
net (debt)/cash, a measure considered
important in explaining our financial position.
|
|
|
At 1 Oct
|
Cash flow
|
Acquisitions
|
Exchange
movements
|
At 30 Sept
|
|
|
|
2014
|
2015
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cash at bank and in hand
|
|
|
2,925
|
(2,710)
|
20
|
97
|
332
|
Overdraft
|
|
|
-
|
8
|
(8)
|
-
|
-
|
Net cash and cash equivalents
|
|
2,925
|
(2,702)
|
12
|
97
|
332
|
Debt due in less than 1 year
|
|
-
|
100
|
(2,324)
|
(126)
|
(2,350)
|
Debt due in more than 1 year
|
|
-
|
(10,705)
|
(277)
|
(161)
|
(11,143)
|
|
|
|
2,925
|
(13,307)
|
(2,589)
|
(190)
|
(13,161)
|
On 9 June 2014 the Group agreed new bank facilities
with Barclays Bank and Comerica Bank. The combined facility
comprises a revolving credit facility of $40m and expires on 30
November 2018. This facility is priced on the dollar LIBOR plus a
margin of 1.25% and includes financial covenants which are measured
on a quarterly basis. The Group was in compliance with its
financial covenants during 2015 and 2014.
InterPuls S.p.A has a fixed term loan of €2.5m which
expires on 31 December 2015. This facility is priced on EURIBOR
plus margin of 0.9%.
11. Exchange
rates
The following significant exchange rates
applied during the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
Average rate
|
Closing rate
|
Average rate
|
Closing
rate
|
|
|
|
2015
|
2015
|
2014
|
2014
|
US Dollar
|
|
|
1.542
|
1.517
|
1.654
|
1.631
|
Euro
|
|
|
1.351
|
1.359
|
1.221
|
1.281
|
Fair value of financial
instruments
The fair value of forward exchange contracts is
determined by using valuation techniques using year-end spot rates,
adjusted for the forward points to the value date of the
contract.
12.
Acquisitions
On 19 June 2015, the Group completed the acquisition
of 100% of the share capital of Hudstar Systems Inc. for £3.2m in
cash, with deferred contingent consideration of up to £0.3m. The
book value of the assets acquired was £0.4m and after accounting
policy adjustments and fair value adjustments of £2.0m, goodwill of
£1.1m was recognised reflecting control over key technology and the
workforce of the acquired business.
On 5 August 2015, the Group acquired 100% of the
share capital and shareholder loan notes of InterPuls S.p.A. for
cash consideration of £18.0m. The book value of the assets acquired
was £6.0m and after accounting policy adjustments and fair value
adjustments of £10.9m, goodwill of £1.1m was recognised reflecting
sales synergies from integration of distribution channels, access
to new markets and the workforce of the acquired business.
|
|
|
|
|
Hudstar
|
InterPuls
|
Total
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
Intangible assets recognised on acquisition
|
3,323
|
16,826
|
20,149
|
Deferred tax associated with the initial recognition
of intangible assets
|
(1,163)
|
(5,599)
|
(6,762)
|
Other net assets
|
|
|
|
261
|
5,642
|
5,903
|
Goodwill
|
|
|
|
1,100
|
1,101
|
2,201
|
Consideration
|
|
|
|
3,521
|
17,969
|
21,490
|
13. Post balance sheet event
On 8 October 2015 the Group acquired the trade and
assets of the Argus thermal imaging business from e2v technologies
plc for consideration of £3.5m.
Based in Chelmsford UK, Argus is a leading designer
and manufacturer of thermal imaging cameras for the first responder
and fire markets.
14. Annual Report
& Accounts
Copies of the Directors' report and the audited
financial statements for the year ended 30 September 2015 will be
posted to shareholders who have elected to receive a copy and may
also be obtained from the Company's registered office at Hampton
Park West, Semington Road, Melksham, Wiltshire, SN12 6NB, England.
Full audited financial statements will be available on the
Company's website at
www.avon-rubber.com.