Final results for the year ended 31 December 2018

RNS Number : 6793V

Epwin Group PLC

10 April 2019

 

10^th April 2019

Epwin Group Plc

Final results for the year ended 31 December 2018

A year of robust performance and strategic delivery

Epwin Group Plc (AIM: EPWN) ("Epwin" or the "Group"), a leading manufacturer of low maintenance building products, supplying the Repair, Maintenance and Improvement ("RMI"), new build and social housing sectors, announces its full year results for the year ended 31 December 2018.

Financial highlights

£m	2018	20174
Revenue	281.1	292.8
Underlying operating profit 1	18.7	24.2
Underlying operating margin 1	6.7%	8.3%
Statutory operating profit	14.8	15.1
Adjusted profit before tax 2	17.2	23.0
Profit before tax	13.3	13.9
Basic EPS - continuing operations	7.56p	8.13p
Dividend per share	4.90p	6.69p
Net debt	(24.8)	(25.1)
Net debt / EBITDA	0.9x	0.8x
Underlying operating cash conversion 3	148%	83%

Financial headlines - Epwin delivered a robust performance in 2018.

·     Revenue impacted by the previously reported loss of the Group's two largest customers in the second half of 2017 (impact £27.4 million), and the planned closure of the Cardiff plant (impact £7.3 million).

·     Underlying and statutory operating profit impacted by the previously reported loss of the Group's two largest customers in the second half of 2017 and some unrecovered material cost inflation.

·     Significant progress made on exiting lower margin and unprofitable activities.

·     Strong underlying revenue growth and market share gains in all the Group's key product areas.

·     Continued strong cash generation from operations.

·     Robust balance sheet to support ongoing investment, leverage ratio less than one-times adjusted EBITDA.

·     Group's banking facilities extended to 2021.

·     Proposed final dividend 3.20 pence per ordinary share, totalling 4.90 pence for the year, in line with previously announced dividend policy.

Good progress made delivering on our strategy 

·     Substantial progress with the Group's site consolidation and rationalisation programme:

o  Macclesfield extrusion operations consolidated into Telford plant.

o  Closure of the loss-making Cardiff window fabrication plant.

o  Disposed of non-core glass-sealed unit manufacturing operation in Northampton in early January 2019, with an associated non-cash asset write-off of £3.6 million, and which avoids significant cash restructuring costs and ongoing property costs.

o  New warehousing facility in Scunthorpe now fully operational, enhancing logistic capabilities.

o  Significant new facility planned in Telford to consolidate Window Systems warehousing, finishing and aluminium operations into one location by early 2020, reducing seven sites to two.

·     Continued investment in enhancing Epwin's product portfolio to further develop the Group's long-term market position:

o  Continued strong sales growth from the Profile 22 Optima window system.

o  New decking ranges launched in both PVC and Wood Plastic Composite.

o  Planned launch of a new aluminium window system in the second quarter of 2019.

o  Additional products added to existing ranges.

·     Selective acquisitions completed in 2018 and 2019:

o  Acquisition of Amicus, completed in March 2018, adding a further 15 building plastic distribution outlets.

o  Acquisition of PVS, completed in January 2019. PVS is a decking installation business and enhances our capabilities and routes to market whilst establishing Epwin as the only end-to-end, vertically integrated supplier in this market.

Encouraging current trading

·     Current trading is in line with the Board's expectations.

·     Progress in passing on price increases beginning to mitigate the significant material cost inflation experienced during 2017-18.

·     Market conditions in the Group's key Repair, Maintenance and Improvement ("RMI") sector continue to indicate market growth is largely static. 

·     The Group expects to make progress with its strategy based on operational improvements, enhancing the product portfolio, cross selling, focusing on and gaining market share in its higher margin activities, and selective acquisitions.

·     Medium-term drivers remain positive:

o  Underinvestment in existing UK housing stock becoming more acute as repair and maintenance expenditure cannot be deferred indefinitely.

o  Newbuild housing continues to see strong demand.

o  Social Housing market is starting to show some signs of growth.

Jon Bednall, CEO of Epwin, commented:

"The Group delivered a robust performance in 2018 whilst also making significant strides with our strategy of site consolidations and closures to deliver a more focused and valuable business for the future. It was also pleasing to see both market share and volume growth from our key product areas in the year."

"Overall, the Group has had an encouraging start to 2019, with progress in passing on price increases beginning to mitigate the significant material cost inflation experienced during 2017-18, combined with continuing good volume growth in our core products, and the initial benefits of our footprint reshaping.  Current trading is line with the Board's expectations and we look forward to updating shareholders on our progress during the year." 

(1) Underlying operating profit and margin is operating profit before amortisation of acquired other intangible assets, share-based payments expense, other non-underlying items and discontinued operations.

(2) Adjusted profit before tax is profit before tax before amortisation of acquired other intangible assets, share-based payments expense, other non-underlying items and discontinued operations.

(3) Underlying operating cash conversion is pre-tax operating cash flow as a percentage of underlying operating profit.

(4) Restated to reflect the reclassification of the glass sealed unit manufacturing business to discontinued operations.

Contact information

Epwin Group Plc Jon Bednall, Chief Executive Chris Empson, Group Finance Director	0203 128 8572
Zeus Capital Limited (Nomad and Joint Broker) Nick Cowles / Jamie Peel John Goold / Dominic King Panmure Gordon (UK) Limited (Joint Broker) Erik Anderson / Dominic Morley	0161 831 1512 0203 829 5000 0207 886 2500
MHP Communications Reg Hoare / Charlie Barker	0203 128 8572

Forthcoming dates:

Ex-dividend date                            9 May 2019

Dividend record date                    10 May 2019

Annual General Meeting              21 May 2019      

Dividend payment date                3 June 2019

About Epwin

Epwin is a leading manufacturer of low maintenance building products, supplying the Repair, Maintenance and Improvement ("RMI"), new build and social housing sectors.

The Company is incorporated, domiciled and operates principally in the United Kingdom.

Information for investors can be accessed www.epwin.co.uk/investors/

Chairman's Statement

Robust performance

The Group delivered a robust performance in 2018 despite a depressed market, continued input cost inflation as well as the loss of its two major customers in 2017.

The Group has accelerated and made substantial progress with its ongoing site consolidation and rationalisation programme which has seen the Group exit non-core operations and continue to consolidate manufacturing capacity into a more efficient footprint.

When these actions are completed during 2020, the Group will be in a much stronger position, allowing it to focus on its well invested core operations where it has market leading positions and where there are significant barriers to entry. Our strategy continues to be based on operational improvement, broadening the product portfolio and capabilities, selective acquisitions, cross-selling and market share growth in key sectors to build a platform for sustainable future growth as market conditions improve.

External challenges

Market conditions in the key RMI sector have remained challenging in 2018. The continued macro-economic uncertainty around Brexit and the eventual form of the UK's deal with the European Union has caused a decline in consumer confidence. This, combined with poor wage growth, has resulted in depressed demand for big-ticket purchases. This has been exacerbated further as sterling remained weak, significantly impacting on input costs.

In anticipation of the UK leaving the EU, the Group has been working with its raw material suppliers and overseas customers to mitigate, where possible, the potential short-term consequences of a hard Brexit. Nonetheless, with continuing economic and political uncertainty, market conditions are expected to remain challenging in the near term, with the key RMI market anticipated by industry sources to be flat to down during 2019.

Executing our strategy

Operational improvement

The Group has responded vigorously to these market conditions by further progressing its programme of operational improvement and site consolidation. During 2018, the Group completed both the consolidation of its Macclesfield extrusion operations into the Telford site and the move into a new warehousing facility in Scunthorpe. The Group also took the decision to close its window fabrication plant in Cardiff and exit the non-core glass sealed unit market with the disposal of the Northampton-based glass operation. These actions have improved the footprint and operational efficiency of the Group whilst reducing exposure to lower margin and loss-making businesses.

In addition, the Group has planned a significant new facility in Telford which will consolidate Window Systems warehousing and finishing activities on one site in a more efficient location by early 2020.

These steps, along with other consolidation and development actions continuing into 2019, are allowing the Group to focus and develop its core operations, targeting investment in areas where it has significant market presence.

Product development

2018 saw the design and launch of the Group's own PVC decking product to complement our existing Wood Plastic Composite ("WPC") decking. This provides Epwin with the product range to address all parts of the decking market. Combined with the acquisition of PVS in early 2019 this also makes Epwin the only vertically integrated supplier in this market, enabling us to provide a full end-to-end service to customers.

The Group plans to launch its new aluminium window system in the second quarter of 2019 along with other selective range enhancing products being planned. 

Acquisitions

As reported last year, in March 2018 the Group completed the acquisition of Amicus Building Products Limited ("Amicus") for £0.5m cash consideration. Amicus added a further 15 outlets to our existing plastic distribution business, taking the total number of outlets to 86.

In February 2019, the Group acquired Premier Distribution (Gt. Yarmouth) Limited, trading as PVS, a decking installation business with strong relationships in the holiday park industry for an initial cash consideration of £2.5m. In its last financial statements PVS generated revenues of £3.5 million and an EBITDA of £0.7 million. This acquisition enhances our capabilities and routes to market whilst establishing Epwin as the only end-to-end, vertically integrated supplier in this market.

Corporate governance

As of 28 September 2018, companies listed on AIM were required to formally adopt a corporate governance code as well as disclose details of their compliance with that code and, where they depart from the code, provide an explanation of the reasons for doing so.

The Board adopted the Quoted Companies Alliance Corporate Governance Code ("the QCA Code") on 25 September 2018.  The Board of Directors, including myself as Chairman, acknowledges the importance of the ten principles set out in the QCA Code and details of our compliance with the Code can be found in the Corporate Governance section of the Annual Report as well as on the corporate website.

Results

Underlying operating profit, which is before non-underlying items and discontinued operations, was £18.7 million (2017 restated: £24.2 million), a robust performance when allowing for the full-year effect of the previously reported 2017 customer losses and significant cost inflation. In addition to this, the Group has incurred net other non-underlying costs principally associated with its operational improvement and site consolidation programmes of £2.0 million. Operating profit was £14.8 million (2017 restated: £15.1 million).

Cash generation improved year on year, with pre-tax operating cash flow increasing to £27.7 million from £20.1 million (restated), as the Group focused on working capital improvement.

The Group finished the year with net debt of £24.8 million (2017: £25.1 million), less than 1x adjusted EBITDA and well within covenant levels.

In September 2018 the Group renewed its banking facilities with Barclays Bank Plc. The facilities run for an initial three-year term with the option of a further two years.  The facilities comprise a revolving credit facility of £37.5 million (up from £35.0 million), an amortising term loan of £10.0 million and an incremental amortising term loan facility of £7.5 million for acquisitions, along with an overdraft of £5.0 million.

Dividends

In line with its previously announced policy, the Board is recommending a final dividend of 3.20 pence per ordinary share to be paid on 3 June 2019 to shareholders on the register on 10 May 2019. Along with the interim dividend of 1.70 pence per ordinary share, paid in October 2018, this takes the full year dividend to 4.90 pence per ordinary share. The payment is in line with the Board's dividend policy which was set last year, of a progressive dividend that is approximately twice covered by adjusted after tax profits.

People

On behalf of the Board and our shareholders I would like to welcome the employees of both Amicus and PVS to the Group, and to thank all of our employees for the levels of commitment shown to the Group during a year of significant change.

Combined with the support from shareholders, customers and suppliers and the decisions taken by the Board, I believe we now have a stronger business and a solid foundation for all stakeholders to build on for the years ahead.

Summary and outlook

2018 continued a transitional period for the Group, as it reshapes its footprint and operations as well as adds products and capabilities for the future. The profit and operational cash flow demonstrate the resilience of the Group's business model, strategy and investment in the face of challenging external market conditions. With economic and political uncertainty likely to continue in the short-term, the Group's approach to its markets and operations is being conservatively managed.

Despite the external environment, the Board remains confident that the actions it is taking to strengthen the Group's position by focusing it towards the higher margin extrusion and moulding operations, which have technological and investment barriers to entry, will deliver an improving financial performance. The Group remains well placed in its markets with sound prospects for the future, supported by our confidence in the long-term drivers of the RMI market.

Overall, the Group has had an encouraging start to 2019, with progress in passing on price increases beginning to mitigate the significant material cost inflation experienced during 2018, combined with continuing good volume growth in our core products, and the initial benefits of our footprint reshaping.  Current trading is in line with the Board's expectations and we look forward to updating shareholders on our progress during the year. 

Andrew Eastgate

Chairman

9 April 2019

Business review

Strategic and operational review

2018 was a transitional year for the Group. In response to a challenging RMI market, and with ongoing macroeconomic uncertainty around Brexit, the Executive Team accelerated its programme of site consolidations and rationalisation of its operations to focus on higher margin operations where the Group has significant and growing market shares.

The consolidation of the Macclesfield extrusion operations into the Telford facility was completed in December 2018. This consolidation will improve the operational efficiency of the Window Systems operation by moving all production and warehousing to Telford, whilst also improving its capacity.

In Q1 2018 the decision was taken to exit our newbuild window fabrication operations, resulting in the closure of the Group's plant in Cardiff in June 2018. The Group believes this market can be best served profitably via our third-party fabricator network, supplemented by the Group's other fabrication facilities.

Following the consolidation of the two glass-sealed unit manufacturing facilities onto the Northampton site during 2017, the market for glass-sealed units continued to deteriorate as a result of significant over-capacity and excessive price competition. In addition to this, increases in the cost and a restricted supply of float glass made the Glass business unviable for the Group in the short to medium-term. As a result, in Q4 2018 the decision was taken to exit the manufacture of glass sealed units and the Glass operation was sold in January 2019 for consideration of £0.1 million. The disposal resulted in a non-cash asset write-off of £3.6 million. However, the Group has been able to mitigate the significant lease, dilapidation and redundancy costs required for the closure of the Northampton site.

These actions, along with the disposal of the Walsall fabrication plant at the end of 2017, have substantially reduced the operational footprint of fabrication from seven sites in 2017 to just three fabrication operations in 2019. Along with other actions continuing into 2019, this strategy is bringing about a transformation of the Group to a business focused on its core operations, where investment has been concentrated in recent years, and where it has significant market presence.

The Profile 22 Optima window system launched in 2016 continues to make strong gains in the market, enabling the Epwin Window Systems business to reinforce its leading position in the market. The market for window profile remains competitive, yet price increases were again delivered in 2018. However, significant material cost inflation continues to be a challenge across the Group, and it will take time to fully pass on these cost increases in the current market conditions.

2018 also saw the move into our new logistics facility in Scunthorpe completed on time and to budget. A similar, more significant, project is now underway in Telford which will see the Group consolidate a number of its warehousing and finishing operations into one purpose-built facility by early 2020. Both of these actions provide the Group with capacity to grow its operations as well as delivering operational efficiency improvements.

In March 2018 the Group completed the acquisition of Amicus, a chain of 15 building plastic distribution outlets concentrated in northern England and Scotland for cash consideration of £0.5 million. This acquisition is complementary to the Group's existing distribution business and supports the supply of the Group's products into the market alongside our key independent distributor customers to whom the Group remains committed for the diversity and flexibility that they are able to offer end customers.

In February 2019 the Group acquired PVS. PVS supplies and installs PVC decking and related products to the holiday park and park home markets as well as to residential customers and local authorities. The acquisition of PVS opens up further routes to market for Epwin's existing and new PVC decking products. Initial consideration was £2.5 million with the potential to increase subject to the performance of the business over a two-year earnout period.

2018 also saw the design and launch of our own PVC decking product to complement our existing Wood Plastic Composite decking range. This provides Epwin with the product range to address all parts of the decking market and, combined with the acquisition of PVS, makes Epwin the only vertically integrated supplier in this market, enabling us to provide a full end-to-end service to customers.

The Group continues to enhance its product range. 2018 saw the design and capital investment for the launch of an aluminium window system scheduled for Q2 2019. Whilst a smaller market than PVC window systems, aluminium window systems are a growing part of the market as customers seem more willing to spend on higher cost products within the Improvement subsector of the RMI market.

These steps, along with the rationalisation and operational measures continuing into 2019, are allowing the Group to focus on its core operations, leveraging and focusing investment in areas where it has significant market presence.  Our strategy continues to be based on operational improvement, broadening the product portfolio and capabilities, selective acquisitions, cross-selling and market-share growth in key sectors to build a platform for future growth and maintaining a sustainable investment return. Reflecting this, the Group has planned a significant new facility in Telford which will consolidate window system warehousing and finishing activities in one, more efficient, location and anticipates this being complete in early 2020.

Market overview and outlook

As anticipated, the RMI market remained subdued in 2018 with continuing uncertainty around the shape of the UK's exit from the European Union combined with inflation holding back real wage growth and dampening consumer confidence. While this is expected to continue through 2019, the Board remains confident in the long-term growth opportunities of the RMI market as there continues to be significant underinvestment by property owners in the repair and maintenance of the UK's housing stock, which is becoming ever more acute.

Our low maintenance building products are primarily sold into the private housing RMI market, but with sales also into the social housing newbuild sector, social housing RMI contracts and the new build housing market.

Private Housing RMI market 

The market in 2018 has remained lacklustre due to low consumer confidence, particularly for big ticket purchases, exacerbated by the continued uncertainty around the shape and timing of the UK's exit from the European Union.  Inflation is holding back sustained real wage growth and eroding disposable income, resulting in a declining number of planning permissions and secondary housing transactions in 2018. 

The widespread forecasts for 2019 expect another similar year for the private housing RMI market, with no growth being the most likely outlook.

However, the longer-term opportunities are more favourable, driven by the following:

·     The UK's existing housing stock is ageing and the underinvestment in recent years is building up an increasing backlog of properties that will require essential repairs and maintenance in the future.

·     Increasing population driving demand for new houses that will require maintaining.

·     The older demographic typically improve their homes more than the younger demographic and thus the ageing population should help this market.

·     Environmental and safety concerns will continue to drive legislation and initiatives that will require improvements to homes on a larger scale than just essential maintenance.  The Committee on Climate Change has stated that it wants the Government to treat renovating the UK's housing stock as a national infrastructure priority, with insulation being key, the installation of new windows with better thermal properties would support this goal.

Other construction markets

·     Social Housing RMI: spending by the Government has been depressed for several years, although this is expected to return to growth in the medium-term as the pressure to improve social housing stock increases. Additionally, urgent remediation work following the Grenfell Tower disaster may further increase the expenditure on social RMI. However, the heightened regulatory landscape may delay works being carried out in the short term.

·     Social Housing New Build: spending should increase as the Government responds to pressure to increase the supply of affordable rented social housing.

·     Private New Build Housing: this market continued to grow in 2018 and is forecast to remain strong due to insufficient housing stock to meet current demand.

Product markets

Further to the end user construction market, the following product markets are of most significance to the Group.

Fenestration

Market reports suggest the average household replaces window frames approximately every 50 years which is significantly longer than the life expectancy of the products. This is particularly the case for those manufactured before 2000, especially with increased energy prices and Government initiatives.

Cellular roofline

Similar dynamics to Fenestration are true for the cellular roofline business, although it is also believed that further growth potential exists in this market as it has been estimated that cellular products have only around 50% penetration into the residential property market, with the balance still being largely installed with timber.  Replacement of cellular roofline products will also represent an opportunity for rainwater product sales which are typically renewed at the same time.

Wood Plastic Composite

The Wood Plastic Composite decking market is relatively new in the UK and we believe will continue to demonstrate good growth. 

Glass Reinforced Plastic

The Glass Reinforced Plastic canopy and dormer market, whilst being more mature, has also grown impressively as new housebuilders in particular look to improve efficiency by simplifying the build process or moving to off-site manufacture.

Other market factors

In addition to the market specific factors set out above, the uncertainty around the method and timing of the UK's exit from the European Union also had, and continues to have, wider implications for the Group:

·     Exchange rate volatility has led to material cost price inflation being considerably higher than construction output inflation as a whole over the last 18 months.   

·     The eventual form of Brexit may increase materials and operating costs further, through tariffs, as well as disrupting supply chains which may cause operational issues, inefficiencies and company insolvencies. 

In addition, following the Grenfell Tower disaster, there has been a heightened regulatory environment in relation to building regulations and building component standards. This may increase manufacturing costs and disrupt the market if current products do not meet new standards.

Summary

The Group's markets are expected to remain challenging in 2019 but with significantly better long-term prospects as the UK economic landscape becomes more certain and consumer confidence returns.  In response to this, the Board still believes its strategy is the right one to ensure that the Group has the right product offer and operations to take advantage when the market improves.

Jonathan Bednall

Chief Executive Officer

9 April 2019

Financial review

Financial Review

Total revenue for the year ended 31 December 2018 was £281.1 million (2017 restated: £292.8 million). The decrease was as a result of the full year effect of the loss of the Group's two largest customers in 2017, each representing c.5% of revenue, as well as the closure of the Group's newbuild fabrication operation in June 2018. This was partially offset by the acquisition of Amicus in March 2018, as well as market-share growth in core product areas through both share of wallet with existing customers and new customer wins, and price increases and increased volumes within the Distribution businesses.

Underlying operating profit was £18.7 million, down from £24.2 million in 2017 (restated) as a result of the customer issues highlighted above and increases in material input costs caused by the continuing weakness of sterling against both the US dollar and euro. The cost of PVC in particular, the Group's primary material input, has remained at the high levels seen in H2 2017 throughout the year. It will take time to fully pass this cost on to the market, although progress is being made on recovering this.

Key financials			Year ended 31 December 2018 £m	Year ended 31 December 2017 (restated) £m
Revenue			281.1	292.8
Adjusted EBITDA			26.5	31.9
Amortisation of computer software			(0.3)	(0.2)
Depreciation			(7.5)	(7.5)
Underlying operating profit			18.7	24.2
Amortisation of acquired other intangible assets			(1.2)	(1.1)
Other non-underlying items			(2.0)	(7.4)
Share-based payments expense			(0.7)	(0.6)
Operating profit			14.8	15.1
Underlying operating margin			6.7%	8.3%
Operating margin			5.3%	5.2%

Reportable segments

	Year ended	Year ended
	31 December 2018	31 December 2017 (restated)
	£m	£m
Revenue
Extrusion and Moulding	177.4	183.6
Fabrication and Distribution	103.7	109.2
Total	281.1	292.8
Underlying segmental operating profit
Extrusion and Moulding	17.5	21.5
Fabrication and Distribution	2.9	4.3
Underlying segmental operating profit before corporate costs	20.4	25.8
Corporate costs	(1.7)	(1.6)
Underlying operating profit	18.7	24.2
Amortisation of acquired other intangible assets	(1.2)	(1.1)
Other non-underlying items	(2.0)	(7.4)
Share-based payments expense	(0.7)	(0.6)
Operating profit	14.8	15.1

Extrusion and Moulding

·     Revenue decreased by £6.2 million to £177.4 million (2017: £183.6 million) with higher sales of fenestration products, driven by price increases, new customer wins and Profile 22 Optima window system growth, offset by lower roofline sales as a result of the sale by SIG Plc of their plastic distribution business during H2 2017, and the acquisition of Amicus Building Products Limited, an existing customer whose associated revenues are now classified as internal, in March 2018.

·     The net effect of the loss of SIG and acquisition of Amicus was a £16.7 million reduction in revenue.

·     Underlying segmental operating profit of £17.5 million was £4.0 million lower than 2017 as a result of the lower revenues, as explained above, and the impact of material cost inflation.

Fabrication and Distribution

·     Revenue decreased by £5.5 million to £103.7 million (2017 restated: £109.2 million) mainly as a result of the site rationalisation programme which saw the sale of the Walsall fabrication plant at the end of 2017, following the administration of Entu (UK) Plc, and the closure of the Cardiff fabrication plant during 2018. This has been partially offset by higher revenues in our distribution business, where we have taken market share, along with the acquisition of Amicus Building Products Limited.

·     The net effect of the Entu administration and Cardiff plant closure, offset by the acquisition of Amicus, was a £7.5 million reduction in revenue.

·     Underlying segmental operating profit decreased to £2.9 million (2017 restated: £4.3 million), mainly as a result of lower revenues, the impact of material cost inflation and the site rationalisation actions highlighted above.

Non-underlying items

The Group reports certain performance measures as underlying as it believes they provide better information on the ongoing trading performance of the business. Items excluded from operating profit in arriving at underlying operating profit are non-cash items such as amortisation of acquired other intangible assets and share-based payments expense, and significant one-off incomes or costs that are not part of the underlying trading performance of the business.

To assist users of the financial statements to understand underlying trading performance, non-underlying items have been excluded from operating profit in arriving at underlying operating profit. Non-underlying items include:

i.     Amortisation of acquired other intangible assets

Amortisation of £1.2 million was charged during the year (2017: £1.1 million), relating to the brand and customer relationship intangible assets recognised on acquisitions.

ii.    Other non-underlying items

Other non-underlying items in 2018 include the onerous lease provision and redundancy costs associated with the closure of the Cardiff window fabrication plant as well as other actions taken to right-size the business following the loss of the Group's two largest customers in H2 2017 and in light of the continuing political and economic uncertainties.

In 2017 other non-underlying items included the bad debt charge in connection with the Entu (UK) Plc administration and the associated loss on disposal of Indigo Products Limited, the onerous lease provision and redundancy costs associated with the closure of the Newton Abbot glass plant, and costs and provisions for the closure of the Macclesfield extrusion facility as well as production facilities associated with a re-sizing of the Fabrication business. These costs were offset by the release of excess contingent consideration relating to the 2015 acquisition of Stormking Plastics Limited. 2016 other non-underlying items relate to professional fees on the acquisition of National Plastics.

		Year ended 31 December 2018	Year ended 31 December 2017
		£m	£m
Entu (UK) Plc administration bad debt charge		-	3.9
Loss on disposal of Indigo Products Limited		-	0.4
Site consolidation and redundancy		2.0	4.9
Release of Stormking excess contingent consideration		-	(1.8)
		2.0	7.4

iii.   Share-based payments expense

Share-based payments include the IFRS 2: Share-based payments charge in respect of the Long-Term Incentive Plan and Save As You Earn ("SAYE") scheme.

Cash flow

	Year ended 31 December 2018	Year ended 31 December 2017 (restated)
	£m	£m
Pre-tax operating cash flow	27.7	20.1
Tax paid	(2.6)	(2.7)
Acquisitions	-	(3.9)
Acquisition of other intangible assets	(0.5)	(0.7)
Net capital expenditure	(12.0)	(4.6)
Net interest paid	(1.3)	(1.0)
Dividends	(8.8)	(9.5)
Other	(0.3)	(0.2)
Discontinued operations	(1.9)	(2.0)
Decrease/(increase) in net debt	0.3	(4.5)
Opening net debt	(25.1)	(20.6)
Closing net debt	(24.8)	(25.1)

Pre-tax operating cash flow improved by £7.6 million to £27.7 million (2017 restated: £20.1 million) and pre-tax operating cash conversion was 148% (2017 restated: 83%) as a result of a reduction in working capital and timing of year-end cash receipts and payments.

Acquisitions

The cash flow of £nil represents the initial cash consideration of £0.2 million net of £0.2 million cash acquired associated with the acquisition of Amicus.

The 2017 acquisition cash outflow of £3.9 million represents the payment of the cash element of contingent consideration in relation to the 2015 acquisitions of Ecodek (£2.3 million) and Stormking Plastics (£1.6 million). No further contingent consideration is due on these acquisitions.

Net capital expenditure

Capital expenditure of £12.0 million reflects the investment made in the new warehousing facility in Scunthorpe, investment in the consolidation of the Macclesfield extrusion operation onto the Telford site and the investment made in the design, plant and equipment required for the manufacture of aluminium window products.

Financing

The Group renewed its banking facilities in September 2018 for three years.  The facilities comprise a revolving credit facility of £37.5 million (up from £35.0 million), an amortising term loan of £10.0 million and an incremental amortising term loan facility of £7.5 million for acquisitions, along with an undrawn overdraft of £5.0 million. As at 31 December 2018 the Group had drawn down £30.0 million of these facilities (31 December 2017: £30.0 million). The terms are materially unchanged from the previous facility. The Group operates well within facilities and current banking covenants.

IFRS 16: Leases

IFRS 16: Leases is effective for accounting periods beginning on or after 1 January 2019. The standard can be applied with full retrospective effect, or the cumulative impact of initially applying IFRS 16 can be adjusted into opening equity at the date of initial application.

The Group intends to apply the modified retrospective approach to adopting IFRS 16 with the cumulative effect of initially applying the standard recognised at the date of initial application as an adjustment to the opening balance of retained earnings.

The application of IFRS 16: Leases will have no effect on the cash flows of the Group.  However, it will have an impact on the way the assets, liabilities and the income statement of the Group are presented.

It is estimated the impact of the initial implementation of IFRS 16 as at 1 January 2019 would be to increase property, plant and equipment by approximately £55.0 million, recognise a financial liability in respect of future lease commitments of approximately £65.0 million and an adjustment to opening retained earnings of approximately £4.0 million.

Christopher Empson

Group Finance Director

9 April 2019

Consolidated Income Statement and Other Comprehensive Income

for the year ended 31 December 2018

			2018	2017*
	Note		£m	£m
Revenue	2		281.1	292.8
Cost of sales			(196.3)	(201.5)
Gross profit			84.8	91.3
Distribution expenses			(34.4)	(32.7)
Administrative expenses			(35.6)	(43.5)
Underlying operating profit			18.7	24.2
Amortisation of acquired other intangible assets	5		(1.2)	(1.1)
Other non-underlying items	5		(2.0)	(7.4)
Share-based payments expense	5		(0.7)	(0.6)
Operating profit			14.8	15.1
Net finance costs			(1.5)	(1.2)
Profit before tax			13.3	13.9
Taxation	6		(2.5)	(2.3)
Profit from continuing operations Loss from discontinued operations net of tax	4		10.8 (5.0)	11.6 (1.5)
Profit for the year and total comprehensive income			5.8	10.1
Earnings per share			pence	pence
Basic	7		4.06	7.08
Basic - continuing operations	7		7.56	8.13
Basic - discontinued operations	7		(3.50)	(1.05)
Diluted	7		4.05	7.08
Diluted - continuing operations	7		7.54	8.13
Diluted - discontinued operations	7		(3.49)	(1.05)

There are no recognised gains and losses other than those included above and therefore no separate statement of other comprehensive income has been presented.

* restated for discontinued operations (see note 4)

Consolidated Balance Sheet

as at 31 December 2018

			2018 £m	2017 £m
Assets
Non-current assets
Goodwill			70.2	65.7
Other intangible assets			3.5	3.9
Property, plant and equipment			37.2	36.0
Assets held for resale			0.1	-
Deferred tax			0.7	0.6
			111.7	106.2
Current assets
Inventories			29.2	29.6
Trade and other receivables			40.4	45.3
Cash and cash equivalents			6.1	7.3
			75.7	82.2
Total assets			187.4	188.4
Liabilities
Current liabilities
Other interest-bearing loans and borrowings			5.6	21.0
Trade and other payables			61.3	54.7
Deferred consideration			0.3	-
Income tax payable			0.6	1.4
Provisions			1.5	2.1
			69.3	79.2
Non-current liabilities
Other interest-bearing loans and borrowings			25.3	11.4
Provisions			2.8	4.1
			28.1	15.5
Total liabilities			97.4	94.7
Net assets			90.0	93.7
Equity
Ordinary share capital			0.1	0.1
Share premium			12.5	12.5
Merger reserve			25.5	25.5
Retained earnings			51.9	55.6
Total equity			90.0	93.7

The financial statements were approved by the Board of Directors and authorised for issue on 9 April 2019.

They were signed on its behalf by:

Jonathan Bednall                                          Christopher Empson

Chief Executive Officer                                 Group Finance Director                                 Company number: 07742256

Consolidated Statement of Changes in Equity

for the year ended 31 December 2018

		Share capital	Share premium	Merger reserve	Retained earnings	Total
		£m	£m	£m	£m	£m
Balance as at 31 December 2016		0.1	12.5	23.9	54.4	90.9
Comprehensive income:
Profit for the year		-	-	-	10.1	10.1
Total comprehensive income:		-	-	-	10.1	10.1
Transactions with owners recorded directly in equity:
Issue of shares		-	-	1.6	-	1.6
Share-based payments expense		-	-	-	0.6	0.6
Dividends		-	-	-	(9.5)	(9.5)
Total transactions with owners		-	-	1.6	(8.9)	(7.3)
Balance as at 31 December 2017		0.1	12.5	25.5	55.6	93.7
IFRS 9 adoption		-	-	-	(1.4)	(1.4)
Balance as at 31 December 2017 (restated)		0.1	12.5	25.5	54.2	92.3
Comprehensive income:
Profit for the year		-	-	-	5.8	5.8
Total comprehensive income:		-	-	-	5.8	5.8
Transactions with owners recorded directly in equity:
Issue of shares		-	-	-	-	-
Share-based payments expense		-	-	-	0.7	0.7
Dividends		-	-	-	(8.8)	(8.8)
Total transactions with owners		-	-	-	(8.1)	(8.1)
Balance as at 31 December 2018		0.1	12.5	25.5	51.9	90.0

Consolidated Cash Flow Statement

for the year ended 31 December 2018

			2018	2017*
	Note		£m	£m
Cash flows from operating activities
Profit for the year			5.8	10.1
Adjustments for:
Depreciation and amortisation			9.0	8.8
Loss on disposal of property, plant and equipment			0.3	0.2
Loss on disposal of subsidiary			-	0.4
Net finance costs			1.5	1.2
Taxation			2.5	2.3
Share-based payments expense			0.7	0.6
Loss from discontinued operations net of tax	4		5.0	1.5
Operating cash flow before movement in working capital			24.8	25.1
Decrease/(increase) in inventories			1.6	(1.8)
Decrease/(increase) in trade and other receivables			0.7	(5.2)
Increase in trade and other payables			2.8	-
(Decrease)/increase in provisions			(2.2)	2.0
Pre-tax operating cash flow			27.7	20.1
Tax paid			(2.6)	(2.7)
Net cash inflow from operating activities			25.1	17.4
Cash flow from investing activities
Acquisition of subsidiary, net of cash acquired			-	(3.9)
Acquisition of property, plant and equipment			(12.0)	(4.6)
Acquisition of other intangible assets			(0.5)	(0.7)
Net cash outflow from investing activities			(12.5)	(9.2)
Cash flow from financing activities
Interest paid			(1.3)	(1.0)
Repayment of borrowings			(0.7)	-
Capital element of finance lease rental payments			(1.1)	(1.4)
Dividends paid	8		(8.8)	(9.5)
Net cash outflow from financing activities			(11.9)	(11.9)
Net cash outflow from discontinued operations	4		(1.9)	(2.0)
Net decrease in cash and cash equivalents			(1.2)	(5.7)
Cash and cash equivalents at the beginning of year			7.3	13.0
Cash and cash equivalents at end of year			6.1	7.3
Secured bank loans			(29.6)	(29.8)
Finance lease liabilities			(1.3)	(2.6)
Net debt			(24.8)	(25.1)
* restated for discontinued operations (see note 4)

1.    Basis of preparation

Whilst the financial information included in this Preliminary Announcement has been prepared on the basis of the requirements of International Financial Reporting Standards (IFRSs) in issue, as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRSs.

The Group expects to publish full Consolidated Financial Statements in April 2019. The financial information set out in this Preliminary Announcement does not constitute the Group's Consolidated Financial Statements for the years ended 31 December 2018 or 2017, but is derived from those Financial Statements which were approved by the Board of Directors on 9 April 2019. The auditor, KPMG LLP, has reported on the Group's Consolidated Financial Statements and the report was unqualified and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006.

The statutory financial statements for the year ended 31 December 2018 have not yet been delivered to the Registrar of Companies and will be delivered following the Company's Annual General Meeting.

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group"). The Group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs").

The Group's accounting policies are set out in the 2017 Annual Report and Accounts and have been applied consistently in 2018, with the exception of the changes required for the adoption of new accounting standards, IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers, effective from 1 January 2018. Details of the new accounting policies in respect of these accounting standards and their impact on the financial statement are detailed below.

The financial statements are prepared on the historical cost basis except where Adopted IFRSs require an alternative treatment.

Going concern

The Group financial statements are prepared on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group has considered its financial resources, together with the ongoing trading performance and cash generation. The bank facilities are available until September 2021. The Group has prepared a detailed business plan, including cash projections, for the period to 30 June 2020 and has applied a reasonably possible down-side scenario forecast, considering the impact of a no-deal Brexit and taking into account mitigating actions which are under the Directors' control. The down-side scenario forecast positive headroom and covenant compliance throughout the forecast period.

IFRS 9: Financial Instruments

IFRS 9: Financial Instruments became effective on 1 January 2018 under which trade receivables are subject to the new expected credit loss model. The Group has adopted the simplified approach to measuring expected credit losses.  

For trade receivables, the Group recognises expected lifetime losses at initial recognition of the receivables. To measure the expected credit losses, trade receivables have been grouped based on days past due. Payment profiles of sales over a six-year period before 31 December 2018 and their historical credit losses experienced are used to estimate the expected credit losses.

The impact of adopting IFRS 9 on the Group's balance sheet as at 1 January 2018 is a £1.4 million increase in the trade receivables loss allowance with a corresponding reduction in retained earnings.

IFRS 15 - Revenue from Contracts with Customers

IFRS 15 - Revenue from Contracts with Customers became effective on 1 January 2018.

Under IFRS 15 revenue is recognised when the Group has satisfied its performance obligations to the customer and the customer has obtained control of the goods or services being transferred. On adoption of IFRS 15, performance obligations for the supply and installation of the Group's products has been separated and revenue allocated to each element.

Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, rebates and value added tax. Variable consideration is now recognised only to the extent it is highly improbable to reverse.

Services comprise the installation of windows and doors. Revenues from the installation of windows and doors is recognised separately when the Group has fulfilled all its performance obligations under the installation contract.

The Group has assessed its warranty to be of an assurance type.

The adoption of this standard has not had a material impact on the financial statements.

2.    Segmental reporting

Segmental information is presented in respect of the Group's reportable operating segments in line with IFRS 8: Operating Segments, which requires segmental information to be disclosed on the same basis as it is viewed internally by the Chief Operating Decision Maker. The Chief Operating Decision Maker is considered to be the Board of Directors.

Operating segments                      Operations

Extrusion and Moulding               Extrusion and marketing of PVC window profile systems, PVC cellular roofline and cladding, rigid rainwater and drainage products and Wood Plastic Composite ("WPC") decking products.  Moulding of Glass Reinforced Plastic ("GRP") building components.

Fabrication and Distribution       Fabrication and marketing of windows and doors, cellular roofline, cladding, rainwater and drainage products.

		2018	2017 (restated)
		£m	£m
Revenue from external customers
Extrusion and Moulding - total revenue		210.4	211.3
Inter-segment revenue		(33.0)	(27.7)
Extrusion and Moulding - external revenue		177.4	183.6
Fabrication and Distribution - total revenue		104.0	109.3
Inter-segment revenue		(0.3)	(0.1)
Fabrication and Distribution - external revenue		103.7	109.2
Total revenue from external customers		281.1	292.8
Segmental operating profit
Extrusion and Moulding		17.5	21.5
Fabrication and Distribution		2.9	4.3
Segmental operating profit before corporate costs		20.4	25.8
Corporate costs		(1.7)	(1.6)
Underlying operating profit		18.7	24.2
Amortisation of acquired other intangible assets		(1.2)	(1.1)
Other non-underlying items		(2.0)	(7.4)
Share-based payments expense		(0.7)	(0.6)
Operating profit		14.8	15.1
Net finance costs		(1.5)	(1.2)
Profit before tax		13.3	13.9

3.    Acquisition of subsidiaries

On 5 March 2018, the Group acquired Amicus Building Products Limited and subsidiaries ("Amicus"), for cash consideration of £0.5 million.

The following table summarises the consideration paid for Amicus and the fair values of the assets and liabilities acquired at the acquisition date.

		Amicus Building Products Limited fair values on acquisition
		£m
Recognised amounts of identifiable assets acquired and liabilities: assumed:
Acquired intangibles - brand		0.6
Property, plant and equipment		0.6
Inventories		1.6
Trade and other receivables		1.7
Cash and cash equivalent		0.2
Other interest-bearing loans and borrowings		(0.3)
Trade and other payables (including £4.9 million due to the Group)		(7.9)
Income tax payable		(0.1)
Provisions		(0.3)
Deferred tax liability		(0.1)
		(4.0)
Goodwill		4.5
Cash consideration		0.5
Cash consideration
Initial consideration		0.2
Deferred consideration		0.3
Cash consideration		0.5

Amicus is a chain of plastic distribution outlets with a network of depots across the north of the UK.  Amicus forms part of the Fabrication and Distribution segment. 

On acquisition, other intangible assets of £0.6 million were recognised, representing the Amicus brands.  In addition to this, a fair value adjustment of £0.3 million was made for onerous lease and property dilapidation provisions.

4.    Discontinued operations

On 7th January 2019 the Group disposed of the trade and certain assets and liabilities of its glass-sealed unit manufacturing business in Northampton for cash consideration of £0.1 million. As a result of the disposal, an impairment charge of £3.6 million has been recognised in the year to 31 December 2018 to write down property, plant and equipment and inventories to their recoverable amount.  This decision exits the Group from the glass-sealed unit market 

		2018	2017
		£m	£m
Revenue		4.5	5.5
Operating expenses		(6.9)	(7.4)
Impairment charge		(3.6)	-
Loss before tax		(6.0)	(1.9)
Taxation		1.0	0.4
Loss after tax from discontinued operations		(5.0)	(1.5)

The trading results of the glass-sealed unit manufacturing business have been presented under discontinued operations and the assets and liabilities associated with the business classified as held for sale.

The income statement for the year ended 31 December 2017 has been restated to reclassify the trading results of the glass sealed unit manufacturing business as discontinued operations.

5.    Non-underlying items

Non-underlying items included within operating profit include:

			2018	2017
			£m	£m
Amortisation of acquired other intangible assets			1.2	1.1
Other non-underlying items			2.0	7.4
Share-based payments expense			0.7	0.6
Expense			3.9	9.1

Amortisation of acquired other intangible assets

£1.2 million (2017: £1.1 million) amortisation of brand and customer contract intangible assets acquired through business combinations.

Other non-underlying items

Other non-underlying items are significant one-off incomes or costs that are not part of the underlying trading performance of the business.

Other non-underlying items include:

			2018	2017
			£m	£m
Entu (UK) Plc administration bad debt charge			-	3.9
Loss on disposal of Indigo Products Limited			-	0.4
Site consolidation and redundancy			2.8	4.9
Release of Stormking excess contingent consideration			-	(1.8)
Profit on exit of lease			(0.8)	-
			2.0	7.4

Share-based payments expense

The share-based payment expense of £0.7 million (2017: £0.6 million) comprises IFRS 2: Share-based payments charges in respect of the: Long-Term Incentive Plan £0.6 million (£2017: £0.5 million) and SAYE schemes of £0.1 million (2017: 0.1 million).

6.    Taxation

	2018	2017
	£m	£m
Current tax expense
Current period	1.8	2.6
Prior period	(0.1)	(0.5)
Total current tax charge	1.7	2.1
Deferred tax expense
Current period	(0.2)	(0.4)
Prior period	-	0.2
Total deferred tax charge	(0.2)	(0.2)
Total tax expense	1.5	1.9

Analysed as:	2018	2017
	£m	£m
Continuing operations	2.5	2.3
Discontinued operations	(1.0)	(0.4)
	1.5	1.9

UK corporation tax is calculated at 19.00% (2017: 19.25%) of the estimated assessable profit for the year.

The Group's total income tax charge is reconciled with the standard rates of UK corporation tax for the year of 19.00% (2017: 19.25%) as follows:

		2018	2017
		£m	£m
Profit before tax		13.3	13.9
Tax at standard UK corporation tax rate of 19.00% (2017: 19.25%)		2.5	2.7
Factors affecting the charge for the period:
Expenses not deductible		0.2	0.3
Non-taxable income		(0.2)	(0.4)
Losses utilised for which no deferred tax previously recognised		-	(0.2)
Difference in tax rate		0.1	0.2
Prior period		(0.1)	(0.3)
		2.5	2.3

Factors that may affect future current and total tax charges

The UK corporation tax rate reduced from 20% to 19% effective from 1 April 2017. A further reduction to 17% effective from 1 April 2020 was substantively enacted on 6 September 2016. This will reduce the Company's future current tax charge accordingly. The deferred tax asset at 31 December 2018 has been calculated based on these rates.

7.    Earnings per share ("EPS")

Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. The weighted average number of shares has been adjusted for the issue and cancellation of shares during the period.

Diluted earnings per share are calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period, plus the dilutive potential ordinary shares arising from share options in issue at the end of the period.

		2018	2017
EPS summary		Pence	Pence
Basic EPS
Basic	4.06		7.08
Basic - continuing operations		7.56	8.13
Basic - discontinued operations		(3.50)	(1.05)
Diluted EPS
Diluted		4.05	7.08
Diluted - continuing operations		7.54	8.13
Diluted - discontinued operations		(3.49)	(1.05)

Number of shares					2018 No.	2017 No.
Weighted average number of ordinary shares (basic)					142,922,704	142,573,041
Effect of share options in issue					265,861	105,352
Weighted average number of ordinary shares (diluted)					143,188,565	142,678,393

8.    Dividends

	2018	2018	2017	2017
	£m	Pence per share	£m	Pence per share
Previous year final dividend	6.4	4.46	6.3	4.40
Current year interim dividend	2.4	1.70	3.2	2.23
	8.8		9.5

9.    Cautionary statement

This Report contains certain forward-looking statements with respect of the financial condition, results, operations and business of Epwin Group Plc. Whilst these statements are made in good faith based on information available at the time of approval, these statements and forecasts inherently involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause the actual result or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this Report should be construed as a profit forecast.

10.  Annual General Meeting

The Annual General Meeting of the Company will be held on 21 May 2019 at Eversheds Sutherland (International) LLP, 115 Colmore Row, Birmingham B3 3AL.

11.  Electronic communications

The full Annual Report and Accounts for the year ended 31 December 2018 are to be published on the Company's website, together with the Notice convening the Company's 2018 Annual General Meeting by 23 April 2019. Copies will also be sent out to those shareholders who have elected to receive paper communications. Copies can be requested by writing to the Company Secretary, Epwin Group Plc, 1b Stratford Court, Cranmore Boulevard, Solihull, B90 4QT or email to [e-mail]. 

 

END

 

 

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