Preliminary results - year ended 31 March 2015

RNS Number : 2355Q
Trifast PLC
16 June 2015
 

 

 

 

 

Tuesday, 16 June 2015

 

 

 

 

W O R L D     OF    O P P O R T U N I T Y

A CLEAR STRATEGY FOR GROWTH

 

Preliminary results for the year ended 31 March 2015

 

"We are delighted to be able to report a record performance for the year.  This is reflected in an impressive increase in terms of revenue, up 19%, and underlying profit before tax, up 56%"

 

HIGHLIGHTS

Year ended

31 March 2015

Year ended

31 March 2014

Change

AER^

Change

CER†

Ø Group revenue

£154.74m

£129.78m

+19.2%

+22.6%

Ø Underlying operating profit*

£15.27m

£9.70m

+57.5%

+62.1%

Ø Underlying profit before taxation*

£14.31m

£9.16m

+56.2%

+61.0%

Ø Operating profit

£12.82m

£9.41m

+36.2%

+41.1%

Ø Profit before taxation

£11.85m

£8.87m

+33.6%

+38.6%

Ø Earnings per share:

- Basic

- Underlying diluted*

 

7.39p

8.68p

 

6.08p

5.95p

 

+21.5%

+45.9%


Ø Dividend

- final proposed

- total for year

 

1.50p

2.10p

 

1.00p

1.40p

 

+50.0%

+50.0%


Ø Return on capital employed ('ROCE')*

Ø Net debt/(cash)

18.6%

£13.42m

16.3%

(£2.03m)

+230bps

£15.45m


 

*  before separately disclosed items, as shown in note 2

^ Actual Exchange Rate ('AER')


† Constant Exchange Rate ('CER')


 

"The impressive results in 2015 are stronger than originally expected. They reflect the operational improvements implemented by management over recent years which are now delivering growth in both revenue and profitability, together with the upturn in confidence as we progressed through the year.

There are some macroeconomic influences that we cannot control which may affect future results. This being said, as a business we remain confident in our ability to deliver our strategy and are excited about the future.

At this early stage of the year, the forward order book remains solid and the Group's trading performance has been good as it continues to benefit from the positive momentum witnessed in the second half of last year. There continue to be many opportunities, both across our key sectors and with new and existing customer partnerships, and we believe that the Group will go from strength to strength. We remain encouraged by the future growth profile of the business and our commercial progress looks set to continue positively during 2015/16."

PRELIMINARY STATEMENT ATTACHED

Results briefing will be held at 8.30am (UK) today: The Gold Room, No.1 Cornhill, London EC3V 3ND, Telephone: +44 (0)20 3008 4610

Conference dial-in facility: on request, please contact +44 (0)7785 703523 or email fiona@tooleystreet.com

 

Enquiries or for further details please contact:

Trifast plc

LSE Ticker: TRI

Malcolm Diamond MBE, Executive Chairman

Today: Mobile: +44 (0) 7979 518493 (MMD)

Jim Barker, Chief Executive Officer

Mark Belton, Group Finance Director

Office: +44 (0) 1825 747630

Email: corporate.enquiries@trifast.com

 

TooleyStreet Communications

IR & media relations

Fiona Tooley

Tel: +44 (0)7785 703523

Email: fiona@tooleystreet.com

 

 

Peel Hunt LLP

Stockbroker & financial adviser

Justin Jones

Mike Bell

Tel: +44 (0)20 7418 8900

Chairman's Letter

By Executive Chairman, Malcolm Diamond MBE

 

I am delighted to confirm another year of outstanding performance which firmly consolidates our transition from what was once considered a recovery situation to one of delivering consistent improvement and growth. This presents shareholders with the double attraction of good potential capital growth linked to a progressive dividend policy that is now delivering a tangible positive track record.

The core dynamics of our Group are founded on:

·       a proven business strategy that allows for a long term roll out on a truly global basis

·       highly motivated, loyal and skilled business teams that drive our objectives in the 16 countries in which we operate

·       relevant and challenging KPI's that continually 'raise the bar'

Our foundation business model focuses on providing multinational OEMs with a high quality 'one stop shop' component supply resource whether their site assembly operations are in Europe, Asia or the USA.

Over the past five years, it has become clearly evident that these large corporations are increasingly consolidating their supplier base to a select number of providers who can offer the capacity and global footprint sufficient to meet their service and quality needs. This trend is being further accelerated by the cost advantages of extending standardisation of their products wherever they are made. Automotive car platforms are a prime example, where different models assembled in different countries utilise a common platform. One example of this is that we achieved a component supply approval in the USA, which was then specified for a different model from the manufacturer in Europe and then repeated into Asia. This multiplier effect is beginning to be a tangible contributor to the build-up of our future pipeline.

'Preferred supplier' status has now been awarded to TR by over 40 multinational OEMs which currently account for more than 60% of Group revenue. Yet our sales penetration into the total number of potential customer sites is a quarter of what is available to us, thus representing clearly achievable ongoing growth opportunities.

There is an obvious reason for these key multinational customers appointing Trifast as a 'preferred supplier' and that is our ability to provide high quality/zero-defect, low cost manufacturing and logistics resource across over 60 countries. Furthermore this is coupled with on-site assembly application and design expertise that our network of specialist engineers provide, especially in relation to new product development.

Our 'selective acquisition' strategy was rewarded on 30 May 2014 when we added Viterie Italia Centrale SPA ('VIC') to our Group. VIC, based in Italy, is the European market leader in the design and manufacture of specialist fastener assemblies for the domestic appliances sector. As a direct result of the acquisition, this market sector has grown to become a major contributor to our business representing 19% of Group revenue in 2015 (2014: 8%).

I must also take this opportunity to acknowledge the consistent continuous improvement momentum being sustained by our operational colleagues that is so essential to underpinning our margin improvement for yet another year. This 'work smarter not harder' culture touches every aspect of our business - sourcing, warehousing, logistics, IT systems, finance, manufacturing, quality control and staff development and training. All of this is enshrined in highly focused sales and marketing objectives, giving the Group its unique dynamics, motivation and optimism.

As shareholders you are aware of the importance the Board places on progression and succession at the top level of the Group as well as through the teams. Over the past two years the Board has been carefully examining and refining its future plans and requirements so as to ensure we continue to drive performance and that this is both aligned to the interests of all stakeholders and the further development of our commercial business.

The outcome of this is as follows:

Firstly, I would like to thank Neil Chapman for his six years of wise counsel and support as Senior Independent Non-Executive Director and Chairman of the Audit and Nominations Committees as he retires today (16 June 2015). We welcome Neil Warner as his successor. Neil was CFO of Chloride PLC for many years, as well as Senior Independent Non-Executive Director and Audit Committee Chairman of Dechra Pharmaceuticals PLC, before he retired after 10 years' service in 2013. His current directorships are Chairman of Enteq Upstream plc and Independent Non-Executive Director and Audit Committee Chairman of Vectura Group plc, where he is also a member of the Remuneration and Nominations Committees.

Secondly, Jim Barker, Chief Executive Officer, will step down as CEO on 30 September 2015, remaining in a consultancy role with TR until 30 June 2016. With effect from 1 October 2015, Mark Belton, the current Group Finance Director, will take up the role of CEO and Clare Foster, who joined as Group Financial Controller in the year, will be appointed to the Board as Chief Financial Officer.

I would like to wish Jim and his family a long and enjoyable impending retirement and congratulate Mark and Clare on their respective promotions.

As always, I enthusiastically acknowledge and thank our shareholders for their support. As indeed I also do to our staff, customers, suppliers and all our stakeholders for playing your part in making our growth organisation the success it is.

Business review

 

Business & market overview

Trifast designs, manufactures, sources and distributes a range of standard and specialist industrial fasteners together with category 'C' components. Around a third of our income derives from TR's own manufacturing. The key end markets that our products are used in are: automotive, electronics/telecoms and domestic appliances. Our customers are a mix of multinational and national companies and distributors across the world.

As a global full service provider, we have the ability to deliver direct to the supply line on a 'just in time' basis. Combining this with high quality volume manufacturing and distribution of assembly components, gives TR a competitive advantage that we believe stands us apart from our competitors. 

Our culture is to 'work smarter' focusing on marketing our added value services such as providing high levels of customer service, global support and technical expertise across the business. This approach has been very successful in winning new customers and penetrating existing relationships. We have grown our 'preferred supplier' status amongst over 40 leading, well-established multinational OEMs. This provides a pipeline of opportunity and momentum to deliver long term growth and margin enhancement.

Our global industry

The industrial fastener market, both nationally and globally is extremely fragmented and is estimated to be worth around $50bn per annum and growing. Of this market, we believe, $25bn is representative of our target customer sector capability.

Our performance

Our objective is to provide our customers with a high quality 'one stop solution' for their fastener assembly requirements. This encompasses providing design and application engineering support, high quality/low cost manufacturing and sourcing, supported by bespoke logistics to their plants anywhere around the world.

In FY 2015, our business delivered its strongest trading performance since it was formed over 40 years ago. This excellent result was achieved through a mix of strong, organic profitable growth combined with the additional income stream from VIC in Italy, which joined the Group on 30 May 2014. It is pleasing to report that VIC has not only integrated well into the Group but has broadened our design application capabilities, strengthened our presence within the domestic appliances sector and further enhanced our manufacturing capabilities within Europe.

Six year history

2010-2015: "recovery to sustainable growth"


2010

2011

2012

2013

2014

2015

Revenue

£85.94m

£106.09m

£112.51m

£121.54m

£129.78m

£154.74m

GP%

24.4%

25.2%

25.6%

26.0%

27.7%

29.0%

Underlying operating profit*

£1.07m

£4.33m

£5.63m

£7.97m

£9.70m

£15.27m

Underlying EBITDA*

£2.13m

£5.26m

£6.54m

£9.23m

£10.80m

£16.49m

Underlying PBT*

£0.92m

£3.77m

£5.00m

£7.25m

£9.16m

£14.31m

ROCE %*

2.4%

8.7%

11.3%

12.1%

16.3%

18.6%

Dividend per share

-

-

0.50p

0.80p

1.40p

2.10p 

Dividend increase %

 -

-

60%

75%

50%

Dividend cover*

 -

-

7.5x 

5.9x

4.3x

4.1x

Underlying diluted EPS*

0.07p

3.03p

3.76p

4.73p

5.95p

 8.68p

Net debt

£4.68m

£7.14m

£8.41m

£5.20m

(£2.03m)

£13.42m

Cash conversion % of underlying EBITDA*

145.4%

(20.0%)

67.6%

85.3%

109.5%

50.2%

Share price at 31 March

23p

45p

45p

57p

87p

103p

* Before separately disclosed items, see note 2

The delivery of our clear simple strategy laid down in 2010 to work, develop and grow with our customers across the world has been the main driver of our growth. 

Group revenue since 2010 has increased by a Compound Annual Growth Rate ('CAGR') of 12.5%, showing continual, steady, profitable growth, from an underlying profit before tax of £0.92m in 2010 to £14.31m for this financial year. ROCE has steadily grown since 2010, rising to 18.6% for the year under review, an increase of 230bps on FY 2014. Underlying diluted earnings per share ('EPS') has also continued to rise since 2010. For FY 2015 it increased to 8.68p, a growth rate of 45.9% on FY 2014 (2014: 5.95p). Basic earnings per share improved by 21.5% to 7.39 pence (2014: 6.08p).  

This achievement has been reflected in our Total Shareholder Return ('TSR') with Trifast outperforming the FTSE Small Cap and FTSE All-Share Industrial Engineering indices considerably over the 2009-2015 financial years.

Dividend policy

Given the Board's confidence in its growth strategy, the Directors are proposing, subject to shareholder approval, a final dividend of 1.50p per share. This, together with the interim dividend of 0.60p (paid on 17 April 2015) brings the total for the year to 2.10p, an increase of 50% on the prior year (2014: 1.40p). The dividend of 2.10p is covered c.4x by underlying earnings. The final dividend will be paid on 16 October 2015 to shareholders on the register at the close of business on 18 September 2015. The ordinary shares will become ex-dividend on 17 September 2015.

Our return to sustainable growth over this period has been impressive, however, we are also mindful that our dividend payments historically have been relatively cautious. Returning to the dividend list in 2012 was an important milestone for Trifast and we have been able to reward shareholders with a progressive level of dividend per share since then. We now consider it appropriate to augment this by introducing a formal dividend policy. For the medium term, we believe an appropriate level of cover will be in the range of 3x to 4x. As ever, the actual level of dividend each year will take into account the working capital requirements and planned investment in the business to enable us to deliver our stated growth aspirations.

Financial results

Revenue

Continuing operations

Year

31 March

2015 (£m)

%

of Group

revenue

Year

31 March

2014 (£m)

%

of Group

revenue

%

increase

at AER

%

increase

at CER

Revenue







UK

65.46

42.3

63.24

48.7

3.5

3.5

Asia

38.65

25.0

38.36

29.6

0.8

4.9

Europe (exc. VIC)

26.75

17.3

25.36

19.5

5.5

16.3

USA

4.31

2.8

2.2

53.0

Organic revenue

135.17

87.4

129.78

100.0

4.2

7.6

VIC acquisition

19.57

12.6

-

-

Total revenue

154.74

100.0

129.78

100.0

19.2

22.6

 

The Group's total revenue for the year ended 31 March 2015 increased by 19.2% to £154.74m (2014: £129.78m), with growth at CER of 22.6%.

Organically during the year the Group grew steadily, culminating (as reported in April) in a very strong Q4, particularly within our UK and Asian regions. Revenue growth at CER was impressive at 7.6% and at AER was a creditable 4.2% uplift to £135.17m (2014: £129.78m). Currency headwinds played their part, with Europe impacted the most, particularly in the second half, as the Euro continued its sharp decline. Our Asian businesses, whose currencies are loosely linked to the US dollar also suffered, however, the strengthening of the US dollar in the latter part of the year lessened this impact.

Margin improvements

The improvement in revenue dropped directly through to the margin, with gross profit increasing by 130 bps to 29.0% (2014: 27.7%). During the year procurement prices remained fairly stable, however, we are mindful that an ongoing weakness in the Euro against the US dollar could affect the Group's purchasing costs from Asia, particularly within the European region.

Continuing operations

Full Year

31 March

2015 (£m)

Operating margin %

Full Year

31 March

2014 (£m)

Operating margin %

%

increase

AER

%

increase

CER

Underlying operating result







UK

5.83

8.9

5.46

8.6

6.8

6.8

Asia

5.73

14.8

5.27

13.7

8.7

13.1

Europe (exc. VIC)

2.03

7.6

1.73

6.8

17.7

29.7

USA

0.33

7.6

0.25

8.9

32.4

34.8

Central costs

(3.08)


(3.01)


(2.3)

(2.3)

Organic operating result

10.84

8.0

9.70

7.5

11.8

16.4

VIC acquisition

4.43

22.6

-

-

-

-

Total underlying operating result

15.27

9.9

9.70

7.5

57.5

62.1

Distribution and administration costs ('D&A'), pre-separately disclosed items, increased by 12.7%. This is due to the acquisition of VIC and the investment in new staff and capabilities to reinforce our sales and marketing initiatives. Although Group headcount has gone up to 1,165 at 31 March 2015 (2014: 1,038), overall these D&A costs have reduced as a percentage of revenue from 20.5% in the comparable year to 19.4% in the year under review.

In addition to the currency impact on translating our overseas results, the Group also incurred a foreign exchange transactional cost of £0.56m (excluding the separately disclosed gain on the deferred consideration), as a direct result of the weakening Euro on the Group's monetary assets. This represented a negative swing of £0.95m on the previous year.

Operating profit

Underlying operating profit increased by £5.57m to £15.27m (2014: 9.70m), an increase of 57.5%, of which £4.43m was in relation to the VIC acquisition. Organically, the business grew underlying operating profit by 11.8% at AER or 16.4% at CER and the Group's underlying operating margin increased by 240bps to 9.9% (2014: 7.5%).

Separately disclosed items



2015

2014



£000

£000

IFRS2 share based payment charge


(741)

(67)

Intangible amortisation


(551)

(221)

Net acquisition costs


(750)

-

Costs on exercise of executive share options


(511)

-

Release of closure provision for TR Formac (Suzhou) Co. Ltd


94

-

Total


2,459

288

 

Financing

Net financing costs increased in the year from £0.53m to £0.97m, of which £0.43m was in relation to the acquisition of VIC. Interest cover being defined as underlying EBITDA to net interest was 17x (2014: 20x).

Profit before tax

Profit before tax from continuing operations was £11.85m (2014: £8.87m). Underlying profit before tax, amortisation, acquisition costs and other separately disclosed items was £14.31m, an increase at AER of 56.2% from 2014.

Taxation

Tax in the year was £3.46m (2014: £2.28m), which equates to an Effective Tax Rate ('ETR') of 29.2% (2014: 25.6%) and an underlying ETR of 27.9% (2014: 25.6%). The increase in this rate primarily reflects the acquisition of VIC, whose ETR was c. 34%.

 

Regional Trading Performance

 

Ø UK - representing 42% of Group revenue

The UK business, the largest region within the Trifast portfolio saw revenue up 3.5% to £65.46m (2014: £63.24m) in the year, driven substantially from the automotive sector as new projects that were under development with customers in previous years came into production. This momentum looks set to continue. The electronics/telecoms sector also performed well benefitting from an increase in demand from businesses supporting 4G technology.

Operating profit improved by 6.8% to £5.83m (2014: £5.46m) whilst the operating margin increased 30 bps to 8.9% (2014: 8.6%). In addition to top line growth dropping down into the margin, further operating efficiencies have been achieved through:

Ø the management structure - the UK is now managed under one management team, this ensures 'best practice' is delivered across the region

Ø better procurement - the new commercial team structure put in place to focus on resourcing initiatives, has been successful in identifying additional commercial purchasing opportunities

Ø more efficient logistics - we have invested in two automated storage systems in our South East site.  These have had the added benefit of more than halving the pick times in the warehouse and therefore improving productivity.  More units are intended to be rolled out in the UK in the short to medium term

During the new financial year, additional investment in our people and equipment will be made to further enhance productivity and personal development. We strongly support the view that continual improvement initiatives should lead to future margin enhancements for the business in the future.

Ø Asia - representing 25% of Group revenue

Our Singapore and Taiwan businesses delivered the largest growth in the region.

The Singaporean manufacturing plant, which specialises in high quality, small diameter fasteners has seen strong growth from its customers within the domestic appliances and electronics/telecoms sectors. Our new territories of Thailand and India are overseen by the experienced Singapore management team. Trading within these areas has been in line with expectations and we are continuing to identify potential opportunities for further growth at these sites.

In Taiwan, following the surge in growth experienced over the last few years, our local manufacturing site is close to achieving full capacity. In January 2015, the Trifast Board approved a capital investment project to extend an existing building on site and purchase new plant. This investment is expected to become operational in Q3 this financial year and will increase capacity by a further 15%.

China has done well to recover from the setback we reported upon a couple of years ago when one of its largest customers went into Chapter 11, resulting in a loss of business. Our business refocused its efforts and has subsequently been able to develop relationships with existing and new customers which is giving us a more evenly spread sector base. Going forward, we have already secured a strong automotive 'pipeline in waiting' whilst also preparing ourselves for new 5G technology, which is on the horizon.

In Malaysia, our operations experienced a slight softening in their key markets during the year under review. However, in the short to medium term, we see this trend reversing as the development work that PSEP has put in with some major automotive OEMs bears fruit. As part of our quest to further drive operational efficiencies and share 'best practice' initiatives, we have pooled the skills and technical know-how of our two Malaysian management teams to create a more effective self-managing group able to take the business forward over the next few years. They will benefit from working as one team enabling them to share ideas and work together more effectively. In addition, at PSEP, as part of our capital investment programme last year and covered in our review in 2014, we anticipate taking delivery of a state-of-the-art large diameter cold forging machine weighing 42 tonnes and costing £1m, with the intention of it becoming operational during the latter part of this new financial year. This multi-stage former is being manufactured in Japan and will provide a quantum leap in our production capability, in particular with regard to the complexity and accuracy of customised components.

Asia's revenue was up 4.9% in CER terms although on AER it increased to £38.65m (2014: £38.36m), up 0.8%. Overall, the operating margin in Asia improved 110bps to 14.8% (2014: 13.7%) and the region delivered an operating profit of £5.73m, an increase of 13.1% at CER and 8.7% at AER over last year.  This increase clearly demonstrates the operating leverage that our manufacturing sites enjoy.

Ø Europe - representing 30% of Group revenue

Overall, Europe produced revenue of £46.32m and an operating profit of £6.46m at a margin of 13.9%.

 

Organic

Europe's organic revenue grew 5.5% in the year to £26.75m (2014: £25.36m) and at CER saw excellent growth of 16.3%.

This top line growth has dropped directly down to the bottom line increasing operating margin to 7.6%, up 80 bps (2014: 6.8%). Operating profit increased 17.7% to £2.03m at AER (2014: £1.73m) and 29.7% at CER demonstrating the large impact that the weakening of the Euro has had on our results for FY 2015.

During the year, Hungary continued its strong growth, further increasing our presence in the electronics/telecoms sectors. Holland witnessed its prior years' momentum continue with a number of new automotive projects, where production has commenced.  These are providing a platform for this encouraging trend to continue.  Our performance in the Nordic countries, particularly Norway, despite all our efforts, has been affected by the challenging economic conditions in the oil and gas industry.

VIC

The acquisition of VIC was completed on 30 May 2014. It is pleasing to report that its results have exceeded our expectations producing revenues of £19.57m and an operating profit of £4.43m, representing a very respectable 22.6% operating profit margin.

This strong performance has triggered the maximum adjusted post-tax profit earn out of €5.00m, detailed in the Acquisition Agreement in May 2014. These monies (less the agreed indemnity claims) will be paid from the Group's cash resources during the first half of the current financial year.

Ø North America - representing 3% of Group revenue

Our US business grew 53.0% at AER, producing revenue of £4.31m (2014: £2.82m) with an operating profit of £0.33m (2014: £0.25m). This growth, although from a small starting position, reflects our stated Group strategy to grow our presence within the multinational OEM arena in the automotive sector. As we carry 'preferred supplier' status with a number of multinational OEMs, we have been able to respond quickly to their demands to supply locally as the European automotive platforms gradually transfer to the US.

Being local but operating globally underpins our competitive advantage.

Balance sheet & cash flow

As at 31 March 2015, the Group's shareholder equity amounted to £71.68m, an increase of £10.01m on 31 March 2014. Of this, £7.70m came from retained earnings less dividends paid in the year and £2.86m from the issue of new shares, being a mixture of options exercised and shares issued with respect to the acquisition of VIC.

Property, plant and equipment increased by £3.80m and intangibles by £15.20m predominantly as a result of the acquisition of VIC. The intangible assets purchased on the acquisition were made up of goodwill of £9.26m and customer related and technology based intangibles of £8.11m, which will be amortised over a weighted average life of 13.11 years.

Inventories, receivables and payables have largely all increased due to the VIC acquisition. Net inventory weeks have remained relatively stable at 19.4 weeks (2014: 19.1 weeks).

Net debtor days have increased from 65 days in FY 2014 to 72 days (H1 2015: 71 days) reflecting both the general increase in business, particularly in the final quarter and VIC's receivables, which historically have a longer collection cycle. Although VIC has the ability to factor receivables 'without recourse', we are consciously not currently using this facility to full effect. Elsewhere, cash collection remains effective with minimal bad debts during the year under review. The increase in payables includes the contingent consideration relating to VIC of £3.62m which is payable at the end of June 2015.

Capital expenditure rose in the year to £1.41m (2014: £0.84m) and we would expect to see higher levels of investment in the current financial year.

Cash generated from operations (before separately identified items) was £8.27m (2014: £11.83m) giving a cash conversion rate of 50.2%. Although this was below the prior year's rate of 109.5%, it was considerably up on H1 2015 (4.7%), where cash was being used in operations to both supplement growth and absorb the reduced factoring in VIC.

Cash flow summary


Year ended

31 March

2015

2014

Underlying EBITDA*

£16.49m

£10.80m

Underlying working capital changes*

(£8.22m)

£1.03m

Underlying operating cash flows*

£8.27m

£11.83m

Cash conversion*

50.2%

109.5%

Cash paid out on separately disclosed items

(£1.50m)

-

Cash generated from operations

£6.77m

£11.83m

Net capital expenditure

(£1.39m)

(£0.83m)

Taxation paid

(£4.64m)

(£1.81m)

Net interest

(£0.97m)

(£0.53m)

Adjusted free cash flow

(£0.23m)

£8.66m

Acquisition consideration (net of cash acquired)

(£16.24m)

-

Proceeds from shares issued (net of VIC issue)

£0.49m

£0.08m

Dividends paid

(£1.57m)

(£0.87m)

Net change in net debt

(£17.55m)

£7.87m

Net cash/(debt) as at 1 April

£2.03m

(£5.20m)

Effect of exchange rate on net cash/(debt)

£2.10m

(£0.64m)

Net (debt)/cash at 31 March

(£13.42m)

£2.03m

* Before separately disclosed items, see note 2

Banking facilities and covenants

Group net cash balances as at 31 March 2015 were £15.01m (2014: net cash of £15.50m).

Outside of acquisition loans, the Group has combined banking facilities within the UK of £27.18m, made up of a £17.18m Asset Based Lending ('ABL') facility of which £8.61m was utilised as at 31 March 2015 and a £10.00m Revolving Credit Facility ('RCF'), which to date still remains unutilised.

In May 2014, the Company drew down in full a €25.00m five year loan, which was used to fund the acquisition of VIC. Interest on this is at EURIBOR plus a margin (initially 2.40%) and is ratcheted from six months after drawdown based on the ratio of the Group's net debt to underlying EBITDA. By Q4 this led to a reduced interest rate margin of 1.65%. The additional loan resulted in gross debt increasing to £28.43m as at 31 March 2015 (2014: £13.47m), whilst net debt also increased to £13.42m (2014: net cash £2.03m) and gearing was 18.7% as at 31 March 2015.

Group Outlook

The impressive results in 2015 are stronger than originally expected. They reflect the operational improvements implemented by management over recent years which are now delivering growth in both revenue and profitability, together with the upturn in confidence as we progressed through the year.

There are some macroeconomic influences that we cannot control which may affect future results. This being said, as a business we remain confident in our ability to deliver our strategy and are excited about the future.

At this early stage of the year, the forward order book remains solid and the Group's trading performance has been good as it continues to benefit from the positive momentum witnessed in the second half of last year. There continue to be many opportunities, both across our key sectors and with new and existing customer partnerships, and we believe that the Group will go from strength to strength. We remain encouraged by the future growth profile of the business and our commercial progress looks set to continue positively during 2015/16.

 

World of Opportunity - A clear strategy for growth

Market research indicates that global demand for mechanical fasteners will continue to grow over the next five years.

Our growth opportunity is firmly built around the enticing knowledge that Trifast has less than 1% of the global industrial fastener market. Our offering on an international scale is an attractive USP to many OEMs.

 

Rolling out a winning formula

Today, we are confident that as a result of the strong action over recent years from our restructured operational management teams, we have established a well-defined strategic business model and path that can be implemented on an ongoing roll out basis, virtually anywhere around the world where there is a strong demand for assembly fasteners and related high quality volume components.

The competitive pressures constantly endured by the automotive, electronics/telecoms and domestic appliances sectors force their suppliers to embrace continuous improvement in every element of their processes. The combination of our peoples' technical skills, world-class manufacturing facilities and sophisticated service and logistics is well proven to be ideally placed for the ever increasing supply chain efficiencies being demanded by our high volume assembly customers.

As a business, we are totally committed to the 'can always do better' philosophy and culture. We consider we are 'ready to go' and can deliver what the market both needs and expects. Trifast's head start was the far reaching process and management changes arising from the savage downturn suffered in 2007-2009. This was truly a case of a cloud developing a silver lining.

Our people

The Group employs over 1,100 motivated and talented people. Every colleague around the world is a valued member of the TR family who on a daily basis work together to deliver a high quality service for all of our customers.

It is our people working together to support each others' development, combined with their understanding of their part in our strategy, that underpins the Group's positive momentum and impressive trading results.

On behalf of the Main Board and all stakeholders, we take this opportunity to welcome new colleagues into the business who joined us during the year under review. We thank them and also every one of our people (some of whom have been with us for many years), who, through their hard work and commitment, are continuously helping us to deliver on our strategy.

 

Strategic pillars

-Our strategy explained:

 

Investment driven growth

Our consistent ability to improve margins and generate cash allows us to plan ahead with confidence on future proofing our business resources. These include smarter management information systems (MIS), space efficient storage and materials handling equipment, lean logistics processes, modular packaging, manufacturing plant upgrades and refining our sales and marketing targeting as well as payback effectiveness. Our 'recovery phase' implemented in 2009 is completed and now three years behind us. Looking forward, we have the headroom to combine progressive profitability and growing dividend returns with a clear, well defined investment programme that will provide tangible continued momentum to our progress.

Core strategy - focus on multinational OEMs

Our core business is supplying high volume assembly multinational OEMs around the world with components. They demand consistent high quality, price and availability in order to supply automotive assemblies, mobile phone base stations, computer enclosures, cash dispensers and other equipment, in their often numerous sister plants spread globally.

Over 60% of Group sales come from multinational OEMs. We carry 'preferred supplier' status to over 40 such multinationals, several of which own more than 200 plants making comparable or identical finished products. Our average penetration into each network is at the moment around 25% of their sites, therefore developing this pipeline is the backbone of our overall growth strategy.

"Competitive" = Value add

Value is not just about price. What TR offers to the market is high quality products, reliable supply logistics and sound inventory management. We pride ourselves on our consistently high levels of service and our commitment to finding the solutions that our customers are looking for. This approach can see us stepping in to help with an urgent supply issue at short notice, or using our engineering know-how to generate production line efficiencies for our customers in the longer term. What TR is able to offer is a complete value add package at a price that benefits both our customers and our shareholders.

Acquisitions

Trifast has shown it is capable of delivering a firm trend of healthy organic growth. However, as we have clearly stated over the last five years, this is not enough to maximise the opportunities available to us in what is a fragmented market sector.

The acquisitions of PSEP (2011) and VIC (2014) exemplify what constitute ideal targets for the business, namely knowledge and skills, capable self-managing and ongoing management teams, niche market positioning, growing revenue and profitability and earnings enhancing. Our search continues for similar businesses which meet our criteria and support our growth plans and ambitions.

It's all about our people and planning for the future

Developing our peoples' talents will identify our leaders of the future. It is paramount that through training we retain and diversify skills as these underpin our reputation and competitive edge in what is an increasingly limited labour market globally.

All TR operations are managed on a day-to-day basis by country Directors who represent the core foundation for our succession planning. Looking back over our 40+ years in the business, it is clear that our best and most successful succession planning has come from within. For this reason attention is paid to performance management, training and mentoring to ensure that our business growth, customer partnerships and all round continuity can be reliably sustained.

 

Consolidated income statement

for the year ended 31 March 2015


Note

2015

£000

2014

£000

Continuing operations




Revenue

3

154,741

129,775

Cost of sales


(109,866)

(93,809)

Gross profit


44,875

35,966

Other operating income

4

352

312

Distribution expenses


(3,108)

(2,927)

Administrative expenses before separately disclosed items


(26,845)

(23,655)

IFRS2 charge

2

(741)

(67)

Intangible amortisation

2

(551)

(221)

Net acquisition costs

2, 14

(750)

-

Costs on exercise of executive share options

2

(511)

-

Release of closure provision for TR Formac (Suzhou) Co. Ltd

2

94

-

Total administrative expenses


(29,304)

(23,943)

Operating profit


12,815

9,408

Financial income


97

85

Financial expenses


(1,063)

(619)

Net financing costs


(966)

(534)

Profit before taxation

2, 3

11,849

8,874

Taxation

6

(3,455)

(2,276)

Profit for the period (attributable to equity shareholders of the Parent Company)


8,394

6,598

Earnings per share




Basic

13

7.39p

6.08p

Diluted

13

7.07p

5.76p

 

Consolidated statement of comprehensive income

for the year ended 31 March 2015

Group

2015

£000

2014

£000

Profit for the year

8,394

6,598

Other comprehensive income for the year:



Items that may be reclassified subsequently to profit or loss:



Exchange differences on translation of foreign operations

(2,726)

(5,083)

Gains on a hedge of a net investment taken to equity

2,180

-

Other comprehensive expense recognised directly in equity

(546)

(5,083)

Total comprehensive income recognised for the year

(attributable to the equity shareholders of the Parent Company)

7,848

 

1,515

 

Consolidated statement of changes in equity

for the year ended 31 March 2015


Share

capital

£000

Share

premium

£000

Translation

reserve

£000

Retained

earnings

£000

Total

equity

£000

Balance at 31 March 2014

5,435

18,488

6,888

30,856

61,667

Total comprehensive income for the year:






Profit for the year

-

-

-

8,394

8,394

Other comprehensive expense for the year

-

-

(546)

-

(546)

Total comprehensive (expense)/income recognised for the year

-

-

(546)

8,394

7,848

Issue of share capital

374

2,490

-

-

2,864

Share based payment transactions (including tax)

-

-

-

870

870

Dividends (note 12)

-

-

-

(1,569)

(1,569)

Total transactions with owners

374

2,490

-

(699)

2,165

Balance at 31 March 2015

5,809

20,978

6,342

38,551

71,680

 

Consolidated statement of changes in equity

for the year ended 31 March 2014


Share

capital

£000

Share

premium

£000

Translation

reserve

£000

Retained

earnings

£000

Total

equity

£000

Balance at 31 March 2013

5,412

18,427

11,971

24,612

60,422

Total comprehensive income for the year:






Profit for the year

-

-

-

6,598

6,598

Other comprehensive expense for the year

-

-

(5,083)

-

(5,083)

Total comprehensive (expense)/income recognised for the year

 

-

 

-

 

(5,083)

 

6,598

 

1,515

Issue of share capital

23

61

-

-

84

Share based payment transactions (including tax)

-

-

-

513

513

Dividends (note 12)

-

-

-

(867)

(867)

Total transactions with owners

23

61

-

(354)

(270)

Balance at 31 March 2014

5,435

18,488

6,888

30,856

61,667

 

Company statement of changes in equity

for the year ended 31 March 2015


Share

capital

£000

Share

premium

£000

Merger

reserve

£000

Retained

earnings

£000

Total

equity

£000

Balance at 31 March 2014

5,435

18,488

1,521

5,404

30,848

Total comprehensive income for the year:






Profit for the year

-

-

-

924

924

Total comprehensive income recognised
for the year

-

-

-

924

924

Issue of share capital

374

2,490

-

-

2,864

Share based payment transactions (including tax)

-

-

-

827

827

Dividends (note 12)

-

-

-

(1,569)

(1,569)

Total transactions with owners

374

2,490

-

(742)

2,122

Balance at 31 March 2015

5,809

20,978

1,521

5,586

33,894

 

Company statement of changes in equity

for the year ended 31 March 2014


Share

capital

£000

Share

premium

£000

Merger

reserve

£000

Retained

earnings

£000

Total

equity

£000

Balance at 31 March 2013

5,412

18,427

1,521

3,108

28,468

Total comprehensive income for the year:






Profit for the year

-

-

-

2,768

2,768

Total comprehensive income recognised
for the year

-

-

-

2,768

2,768

Issue of share capital

23

61

-

-

84

Share based payment transactions (including tax)

-

-

-

395

395

Dividends (note 12)

-

-

-

(867)

(867)

Total transactions with owners

23

61

-

(472)

(388)

Balance at 31 March 2014

5,435

18,488

1,521

5,404

30,848

 

Statements of financial position

at 31 March 2015


 

Note

Group

Company

2015

£000

2014

£000

2015

£000

2014

£000

Non-current assets






Property, plant and equipment


15,623

11,828

2,424

2,414

Intangible assets


32,162

16,959

-

-

Equity investments


-

-

34,700

33,551

Deferred tax assets


1,272

1,257

491

842

Total non-current assets


49,057

30,044

37,615

36,807

Current assets






Inventories

7

37,418

30,574

-

-

Trade and other receivables

8

39,864

27,665

25,509

1,531

Cash and cash equivalents

9

15,453

15,535

1,292

743

Total current assets


92,735

73,774

26,801

2,274

Total assets

3

141,792

103,818

64,416

39,081

Current liabilities






Bank overdraft

9

439

31

4,738

3,700

Other interest-bearing loans and borrowings

10

11,906

10,950

1,809

-

Trade and other payables

11

34,482

24,678

8,384

4,317

Tax payable


1,927

2,120

-

-

Provisions


298

124

-

-

Total current liabilities


49,052

37,903

14,931

8,017

Non-current liabilities






Other interest-bearing loans and borrowings

10

16,523

2,524

15,374

-

Provisions


885

938

-

-

Deferred tax liabilities


3,652

786

217

216

Total non-current liabilities


21,060

4,248

15,591

216

Total liabilities

3

70,112

42,151

30,522

8,233

Net assets


71,680

61,667

33,894

30,848

Equity






Share capital


5,809

5,435

5,809

5,435

Share premium


20,978

18,488

20,978

18,488

Reserves


6,342

6,888

1,521

1,521

Retained earnings


38,551

30,856

5,586

5,404

Total equity


71,680

61,667

33,894

30,848

 

Statements of cash flows

for the year ended 31 March 2015


 

Note

Group

Company

2015

£000

2014

£000

2015

£000

2014

£000

Cash flows from operating activities






Profit for the year


8,394

6,598

924

2,768

Adjustments for:






Depreciation, amortisation and impairment


1,768

1,323

56

57

Unrealised foreign currency loss/(gain)


111

-

(1,255)

-

Financial income


(97)

(85)

(30)

(33)

Financial expense


1,063

619

492

76

(Gain)/loss on sale of property, plant and equipment

and investments


(3)

26

-

-

Dividends received


-

-

(5,911)

(5,843)

Equity settled share based payment charge/(credit)

2

741

67

520

(86)

Taxation

6

3,455

2,276

432

134

Operating cash inflow/(outflow) before changes in working capital and provisions


15,432

10,824

(4,772)

(2,927)

Change in trade and other receivables


(9,187)

(1,336)

(180)

44

Change in inventories


(1,679)

(1,605)

-

-

Change in trade and other payables


2,080

4,281

437

921

Change in provisions


121

(339)

-

(104)

Cash generated from/(used in) operations


6,767

11,825

(4,515)

(2,066)

Tax paid


(4,639)

(1,809)

-

-

Net cash from/(used in) operating activities


2,128

10,016

(4,515)

(2,066)

Cash flows from investing activities






Proceeds from sale of property, plant and equipment


25

12

-

-

Interest received


97

85

30

33

Acquisition of subsidiary, net of cash acquired

14

(16,240)

-

 (19,645)

-

Acquisition of property, plant and equipment


(1,414)

(838)

(66)

(14)

Dividends received


-

-

5,911

5,843

Net cash (used in)/from investing activities


(17,532)

(741)

(13,770)

5,862

Cash flows from financing activities






Proceeds from the issue of share capital, net of acquisition


494

84

494

84

Proceeds from new loan


20,337

-

20,337

-

Repayment of borrowings


(3,347)

(1,679)

(974)

-

Payment of finance lease liabilities


31

(51)

-

-

Dividends paid

12

(1,569)

(867)

(1,569)

(867)

Interest paid


(1,063)

(619)

(492)

(76)

Net cash from/(used in) financing activities


14,883

(3,132)

17,796

(859)

Net change in cash and cash equivalents


(521)

6,143

(489)

2,937

Cash and cash equivalents at 1 April

9

15,504

10,555

(2,957)

(5,894)

Effect of exchange rate fluctuations on cash held


31

(1,194)

-

-

Cash and cash equivalents at 31 March

9

15,014

15,504

(3,446)

(2,957)

 

Notes

 

1       Preparation of the preliminary announcement

The preliminary results announcement for the year ended 31 March 2015 has been prepared by the Directors based on the results and position reflected in the statutory accounts. The statutory accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union ('Adopted IFRS').

The Board of Directors approved the preliminary announcement on 15 June 2015.

2      Underlying profit before tax and separately disclosed items


Note

2015

£000

2014

£000

Underlying profit before tax


14,308

9,162

Separately disclosed items within administrative expenses




IFRS2 share based payment charge


(741)

(67)

Intangible amortisation


(551)

(221)

Net acquisition costs

14

(750)

-

Costs on exercise of executive share options


(511)

-

Release of closure provision for TR Formac (Suzhou) Co. Ltd


94

-

Profit before tax


11,849

8,874

 

3      Operating segmental analysis

Segment information is presented in the consolidated financial statements in respect of the Group's geographical segments. This reflects the Group's management and internal reporting structure, and the operating basis on which individual operations are reviewed by the Chief Operating Decision Maker (the Board).

Performance is measured based on each segment's underlying profit before finance costs and income tax as included in the internal management reports that are reviewed by the Chief Operating Decision Maker. This is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within the industry.

Inter-segment pricing is determined on an arm's length basis.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Goodwill and intangible fixed assets acquired on business combinations outside of Asia are included within 'common' segment assets. This reflects the internal management reports that are reviewed by the Chief Operating Decision Maker.

Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.

         Geographical operating segments

The Group is comprised of the following main geographical operating segments:

UK


Europe:

includes Norway, Sweden, Hungary, Ireland, Holland, Italy and Poland

USA:

includes USA and Mexico

Asia:

includes Malaysia, China, Singapore, Taiwan, Thailand and India

 

3      Operating segmental analysis (continued)

In presenting information on the basis of geographical operating segments, segment revenue and segment assets are based on the geographical location of our entities across the world, and are consolidated into the four distinct geographical regions, which the Board use to monitor and assess the Group.

March 2015

UK

£000

Europe

£000

USA

£000

Asia

£000

Common

costs

£000

Total

£000

Revenue







Revenue from external customers

65,463

46,316

4,311

38,651

-

154,741

Inter segment revenue

1,935

413

62

5,496

-

7,906

Total revenue

67,398

46,729

4,373

44,147

-

162,647

Underlying operating result

5,832

6,461

327

5,731

(3,077)

15,274

Net financing costs

(308)

(125)

(1)

(58)

(474)

(966)

Underlying segment result

5,524

6,336

326

5,673

(3,551)

14,308

Separately disclosed items (see note 2)






(2,459)

Profit before taxation






11,849

Specific disclosure items







Depreciation and amortisation

170

202

16

837

543

1,768

Assets and liabilities







Segment assets

39,051

29,303

2,267

50,222

20,949

141,792

Segment liabilities

(24,423)

(9,763)

(413)

(11,878)

(23,635)

(70,112)

 

March 2014

UK

£000

 

Europe

£000

USA

£000

Asia

£000

Common

costs

£000

Total

£000

Revenue







Revenue from external customers

63,237

25,365

2,817

38,356

-

129,775

Inter segment revenue

1,584

441

99

5,425

-

7,549

Total revenue

64,821

25,806

2,916

43,781

-

137,324

Underlying operating result

5,460

1,726

247

5,270

(3,007)

9,696

Net financing costs

(359)

(33)

(1)

(98)

(43)

(534)

Underlying segment result

5,101

1,693

246

5,172

(3,050)

9,162

Separately disclosed items (see note 2)






(288)

Profit before taxation






8,874

Specific disclosure items







Depreciation and amortisation

146

47

13

907

210

1,323

Assets and liabilities







Segment assets

36,615

11,539

1,531

47,296

6,837

103,818

Segment liabilities

(23,843)

(3,562)

(143)

(12,036)

(2,567)

(42,151)

There was no material difference in the UK, Europe and USA regions between the external revenue based on location of the entities and the location of the customers. Of the Asian external revenue, £3.59m (2014: £3.08m) was sold into the American market and £5.92m (2014: £5.54m) sold into the European market.

Revenue is derived solely from the manufacture and logistical supply of industrial fasteners and category 'C' components.

 

4      Other operating income


2015

£000

2014

£000

Rental income received from freehold properties

155

163

Other income

197

149


352

312

 

5      Expenses and auditor's remuneration

Included in profit for the year are the following:



2015

£000

2014

£000

Depreciation


1,217

1,102

Amortisation of acquired intangibles


551

221

Operating lease expense   


2,529

2,342

(Gain)/loss on disposal of fixed assets


(3)

26

 

Auditor's remuneration:



2015

£000

2014

£000

Audit of these financial statements


41

40

Audit of financial statements of subsidiaries pursuant to legislation


183

153

Taxation compliance services


44

26

Other assurance services


22

30

Other services relating to transaction services


309

175



599

424

 

6              Taxation

Recognised in the income statement

2015

£000

2014

£000

Current UK tax expense:



Current year

580

510

Adjustments for prior years

77

53


657

563

Current foreign tax expense:



Current year

3,223

1,603

Adjustments for prior years

56

15


3,279

1,618

Total current tax

3,936

2,181

Deferred tax expense:



Origination and reversal of temporary differences

(473)

49

Adjustments for prior years

(8)

46

Deferred tax (income) expense

(481)

95

Tax in Income statement

3,455

2,276

 

Tax recognised directly in equity

2015

£000

2014

£000

Current tax recognised directly in equity - IFRS2 share based tax credit

(579)

(41)

Deferred tax recognised directly in equity - IFRS2 share based tax charge/(credit)

450

(506)

Total tax recognised in equity

(129)

(547)

 

Reconciliation of effective tax rate ('ETR') and tax expense

2015

£000

ETR

%

2014

£000

ETR

%

Profit for the period

8,394


6,598


Tax from continuing operations

3,455


2,276


Profit before tax

11,849


8,874


Tax using the UK corporation tax rate of 21% (2014: 23%)

2,488

21

2,041

23

Tax suffered on dividends

171

1

115

1

Non-deductible expenses

236

2

247

3

Non-taxable receipts

(184)

(2)

-

-

IFRS2 share option credit

(19)

-

(4)

-

Deferred tax assets not recognised

289

3

(130)

(1)

Different tax rates on overseas earnings

347

3

(182)

(2)

Adjustments in respect of prior years

125

1

114

1

Tax rate change

2

-

75

1

Total tax in income statement

3,455

29

2,276

26

The UK Government has reduced the UK corporation tax rate to 20% with effect from 1 April 2015 and these reductions have been reflected in the measurement of deferred tax balances.

 

7      Inventories - Group


2015

£000

2014

£000

Raw materials and consumables

4,096

2,962

Work in progress

1,881

1,057

Finished goods and goods for resale

31,441

26,555


37,418

30,574

 

8       Trade and other receivables


Group

Company

2015

£000

2014

£000

2015

£000

2014

£000

Trade receivables

37,876

26,330

-

-

Non trade receivables and prepayments

1,988

1,335

51

55

Amounts owed by subsidiary undertakings

-

-

25,458

1,476


39,864

27,665

25,509

1,531

 

9      Cash and cash equivalents/bank overdrafts


Group

Company

2015

£000

2014

£000

2015

£000

2014

£000

Cash and cash equivalents per Statement of financial position

15,453

15,535

1,292

743

Bank overdrafts per Statement of financial position

(439)

(31)

(4,738)

(3,700)

Cash and cash equivalents per Statements of cash flow

15,014

15,504

(3,446)

(2,957)

 

10    Other interest-bearing loans and borrowings

This note provides information about the Group and Company's interest-bearing loans and borrowings.

Initial loan value

Rate

Maturity

Current

Non-current

2015

£000

2014

£000

2015

£000

2014

£000

Group







Asset based lending

LIBOR (+1.89%







to 2.25%)

2015

8,605

9,504

-

-

PSEP acquisition loan

Fixed 3.14%

2016

1,484

1,441

1,113

2,522

Finance lease liabilities

Various

2015-19

8

5

36

2

Group and Company







VIC acquisition loan

EURIBOR

2019

1,809

-

15,374

-


(+1.65%)






Total Group



11,906

10,950

16,523

2,524

Total Company



1,809

-

15,374

-

 

11    Trade and other payables


Group

Company

2015

£000

2014

£000

2015

£000

2014

£000

Trade payables

17,147

14,370

-

-

Amounts payable to subsidiary undertakings

-

-

2,604

2,589

Contingent consideration

3,617

-

3,617

-

Non-trade payables and accrued expenses

12,354

9,077

2,160

1,702

Other taxes and social security

1,364

1,231

3

26


34,482

24,678

8,384

4,317

 

12     Dividends

During the year the following dividends were recognised and paid by the Group:


2015

£000

2014

£000

Final paid 2014 - 1.00 pence (2013: 0.80p) per qualifying ordinary share

1,135

867

Interim paid 2014 - 0.40 pence (2013: nil) per qualifying ordinary share

434

-


1,569

867

After the balance sheet date a final dividend of 1.50 pence per qualifying ordinary share (2014: 1.00p) was proposed by the Directors and an interim dividend of 0.60 pence (2014: 0.40p) was paid in April 2015.


2015

£000

2014

£000

Final proposed 2015 - 1.50 pence (2014: 1.00p) per qualifying ordinary share

1,743

1,135

Interim paid 2015 - 0.60 pence (2014: 0.40p) per qualifying ordinary share

697

434


2,440

1,569

Subject to shareholder approval at the Annual General Meeting which is to be held on 16 September 2015, the final dividend will be paid on 16 October 2015 to members on the register at the close of business on 18 September 2015. The ordinary shares will become ex-dividend on 17 September 2015.

13    Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 31 March 2015 was based on the profit attributable to ordinary shareholders of £8.39m (2014: £6.60m) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2015 of 113,540,187 (2014: 108,533,645), calculated as follows:

Weighted average number of ordinary shares


2015

2014

Issued ordinary shares at 1 April

108,684,180

108,230,910

Effect of shares issued

4,856,007

302,735

Weighted average number of ordinary shares at 31 March

113,540,187

108,533,645

Diluted earnings per share

The calculation of diluted earnings per share at 31 March 2015 was based on profit attributable to ordinary shareholders of £8.39m (2014: £6.60m) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2015 of 118,768,522 (2014: 114,485,387), calculated as follows:

Weighted average number of ordinary shares (diluted)


2015

2014

Weighted average number of ordinary shares at 31 March

113,540,187

108,533,645

Effect of share options on issue

5,228,335

5,951,742

Weighted average number of ordinary shares (diluted) at 31 March

118,768,522

114,485,387

The average market value of the Company's shares for the purposes of calculating the dilutive effect of share options was based on quoted market prices for the period that the options and deferred equity awards were outstanding.

Underlying earnings per share

 

EPS (total)

2015

EPS

2014

EPS

Earnings

£000

 

Basic

 

Diluted

Earnings

£000

 

Basic

 

Diluted

Profit after tax for the financial year

8,394

7.39p

7.07p

6,598

6.08p

5.76p

Separately disclosed items:







IFRS2 share option

741

0.65p

0.62p

67

0.06p

0.06p

Intangible amortisation

551

0.49p

0.46p

221

0.20p

0.19p

Net acquisition costs

750

0.66p

0.63p

-

-

-

Costs on exercise of

Executive share options

511

0.45p

0.43p

-

-

-

Release of closure provision

for TR Formac (Suzhou) Co. Ltd

(94)

(0.08p)

(0.08p)

-

-

-

Tax charge on adjusted items

(541)

(0.48p)

(0.45p)

(66)

(0.06p)

(0.06p)

Underlying profit after tax

10,312

9.08p

8.68p

6,820

6.28p

5.95p

The 'underlying diluted' earnings per share is detailed in the above tables. In the Directors' opinion, this best reflects the underlying performance of the Group and assists in the comparison with the results of earlier years (see note 2).

 

14    Acquisition of Viterie Italia Centrale SPA ('VIC')

On 30 May 2014, the Group acquired the entire issued capital stock of VIC for an initial consideration of €27.00m (£22.02m), satisfied by way of €24.15m (30 May: £19.65m) in cash and €2.85m (30 May: £2.37m) by the issue and allotment of 3,000,000 shares of 5 pence each in the Company to Carlo Perini, the Managing Director and 30% owner of VIC. The fair value of shares issued was based on the market value at the date of the Acquisition Agreement.

At the date of acquisition, a further payment of up to €5.00m (31 March 2015: £3.62m, 30 May 2014: £4.07m) was due to the Vendors. This was based upon the achievement of certain performance conditions in VIC for the 12 month period ended 31 December 2014. Under the agreement, €5 for each €1 above €3.00m of adjusted post-tax profit (as defined in the Acquisition Agreement) was payable to the Vendors, subject to a maximum amount of €5.00m. VIC generated a sufficient adjusted post-tax profit for the year ended 31 December 2014 to achieve the maximum payout in line with the agreement, payment will be made in June 2015.

VIC is a manufacturer and distributor of fastenings systems and is complementary to the Group's business model. It significantly strengthens the Group's presence in the domestic appliances market whilst also offering TR additional opportunities in existing electronic and automotive markets. The business will also provide an additional manufacturing facility in Europe to complement the Group's existing resources in Asia and the UK.

In the ten months since acquiring VIC to 31 March 2015, the subsidiary contributed £4.43m to the consolidated operating profit for the year and £19.57m to the Group's revenue. If the acquisition had occurred on 1 April 2014, Group revenue would have increased by an estimated £4.45m and consolidated operating profit would have been increased by an estimated £0.59m. In determining these amounts management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same as if the acquisition had occurred on 1 April 2014.

The acquisition had the following effects on the Group's assets and liabilities.


Original

fair value recognised

£000

Adjustment to fair value

£000

Revised recognised

fair value

£000

Property, plant and equipment

3,950

-

3,950

Intangible assets

8,108

-

8,108

Inventories

5,967

-

5,967

Trade and other receivables

4,589

302

4,891

Cash and cash equivalents

3,405

-

3,405

Trade and other payables

(4,703)

-

(4,703)

Corporation tax payable

(1,225)

-

(1,225)

Contingent liabilities

-

(302)

(302)

Deferred tax liabilities

(941)

(2,323)

(3,264)

Net identifiable assets and liabilities

19,150

(2,323)

16,827

Consideration paid:




Initial cash price paid

19,645

-

19,645

Equity instruments issued

2,370

-

2,370

Contingent consideration at fair value

4,067

-

4,067

Total consideration

26,082

-

26,082

Goodwill on acquisition

6,932

2,323

9,255

The fair value of trade receivables is £4.16m. The gross contractual cash flows to be collected are £4.48m. The best estimate at acquisition date of the contractual cash flows not to be collected are £0.32m.

On acquisition, contingent liabilities of £0.30m were recognised in respect of legal claims. At 31 March 2015, £0.08m of this amount remains outstanding. This is expected to be paid within 12 months. The Vendors are contractually obliged to indemnify this risk, as detailed in the Acquisition Agreement. Therefore a related indemnification asset was recognised for an equal amount.

Intangible assets that arose on the acquisition include the following:

·       £5.45m of customer relationships, with an amortisation period deemed to be 15 years

·       £2.33m of technology know-how, with an amortisation period deemed to be 10 years

·       £0.27m of technological patents, with an amortisation period deemed to be 15 years

·       £0.05m of other intangibles, with an amortisation period deemed to be between 3-5 years

14    Acquisition of Viterie Italia Centrale SPA ('VIC') (continued)

Goodwill is the excess of the purchase price over the fair value of the net assets acquired and is not deductible for tax purposes. It mostly represents potential synergies, e.g. cross-selling opportunities between VIC and Trifast Group and VIC's assembled workforce.

As previously disclosed, the fair values of both corporation and deferred tax were determined on a provisional basis in the 31 March 2014 Report and Accounts. This was because an in-depth tax analysis had not yet been undertaken on the fair value adjustments. This has now been completed and an adjustment made, as detailed in the table above. The additional deferred tax liability of £2.32m relates to the recognition of the intangible fixed assets, net of the deferred tax impact from a downward revaluation of the property.

Effect of acquisition

The Group incurred costs of £1.20m in relation to the acquisition of VIC and a £0.45m foreign exchange gain was made on the €5.00m contingent consideration balance. The net amount of £0.75m has been included in administrative expenses in the Group's consolidated statement of comprehensive income and forms part of separately disclosed items, see note 2.

 

15    Preliminary statement

The financial information set out above does not constitute the Group's statutory Report and Accounts for the years ended 31 March 2015 or 2014 but is derived from the 2015 Report and Accounts. The Report and Accounts for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered in due course. The external auditor has reported on the 2015 Report and Accounts; the report was (i) unqualified, (ii) did not include references to any matters to which the external auditor drew attention by way of emphasis without qualifying the reports and (iii) did not contain statements under section 498(2) or (3) of the Companies Act  2006.

 

16    Communications

The Company is not proposing to bulk print and distribute hard copies of this Preliminary statement unless specifically requested by individual shareholders. News updates, Regulatory News, and previous years' Report and Accounts, can be viewed and downloaded from the Group's website, www.trifast.com.

The Report and Accounts for the year ended 31 March 2015, together with the Notice of Meeting will be posted to shareholders and uploaded to the National Storage Mechanism and the Group's website, www.trifast.com, in due course.

Further copies of the Preliminary statement and the Report and Accounts will be available on request by writing to: The Company Secretary, Trifast plc, Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW, Email: corporate.enquiries@trifast.com. 

17    Annual General Meeting

The Annual General Meeting will be held on 16 September 2015 at Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW.

 

Editors' note:

LSE Premium Listing: Ticker: TRI

Group website: www.trifast.com 

About us: Trifast's trading business TR Fastenings is a leading international manufacturer and distributor of industrial fastenings to the assembly industries, with operations in Europe, the Americas and Asia.   

For more information, please visit www.trfastenings.com 

LinkedIn: www.linkedin.com/company/tr-fastenings

Twitter: www.twitter.com/trfastenings

Facebook: www.facebook.com/trfastenings

Forward-looking statements

This announcement contains certain forward looking statements.  These reflect the knowledge and information available to the Company during the preparation and up to the publication of this document.  By their very nature, these statements depend upon circumstances and relate to events that may occur in the future thereby involving a degree of uncertainty.  Therefore, nothing in this document should be construed as a profit forecast by the Company.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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