- Part 2: For the preceding part double click ID:nRSa8976Ra
Net assets 9,487 2,988 52,278 64,753
Non-current asset additions
Intangible assets 294 36 - 330
Tangible assets 333 97 - 430
627 133 - 760
Intangible assets
294
36
-
330
Tangible assets
333
97
-
430
627
133
-
760
Notes to the Preliminary Statement (continued)
31 May 2017
Geographical
2017 2016 2017 2016
Revenue Revenue Non-currentassets Non-currentAssets
£'000 £'000 £'000 £'000
United Kingdom 18,635 16,027 10,111 8,628
Europe 785 511 - -
North America 5 1 - -
Rest of World 3,863 5,387 1,379 1,528
Eliminations (574) (749) - -
22,714 21,177 11,490 10,154
11,490
10,154
The Group had Medical revenue of £7,229,000 (2016: £6,997,000) and Energy £nil
(2016: £2,284,000) with single external customers under common control, which
each represent more than 10% of the Group's revenue.
2 Adjusted Earnings before interest, tax, depreciation and
amortisation
2017 2016
£'000 £'000
(Loss)/ profit before tax from continuing operations (285) 245
Share based payment expense 34 21
Acquisition costs 101 -
Restructuring costs 182 272
Profit on disposal of property 226 -
Tender share buyback costs - (446)
Adjusted profit before tax 258 92
Finance income (219) (554)
Finance cost 38 82
Adjusted profit/ (loss) before interest, tax and amortisation from business combinations ('EBITA') 77 (380)
Depreciation 525 505
Amortisation of other intangible assets 120 229
Adjusted Earnings before interest, tax, depreciation and amortisation ('EBITDA') 722 354
722
354
The Directors believe that the above adjusted earnings are a more appropriate
reflection of the Group performance.
3 Taxation
2017 2016
£'000 £'000
Current tax (57) (63)
Deferred tax 69 (112)
11 (175)
(175)
Notes to the Preliminary Statement (continued)
31 May 2017
4 Earnings per ordinary share
2017 2016
Number Number
Weighted average number of shares - basic 22,295,083 27,725,452
Share option adjustment 288,451 230,934
Weighted average number of shares - diluted 22,583,534 27,956,384
2017 2016
£'000 £'000
(Loss)/earnings from continuing operations (296) 420
Share-based payments 34 21
Acquisition costs 101 -
Restructuring costs 182 272
Tender share buyback costs 226 -
Profit on disposal of property - (446)
Adjusted earnings attributable to shareholders 247 267
Basic (loss)/earnings per share (1.3)p 1.5p
Adjusted basic earnings per share 1.1p 1.0p
Diluted (loss)/earnings per share (1.3)p 1.5p
Adjusted diluted earnings per share 1.1p 1.0p
Earnings from discontinued operations - 30,716
Basic earnings per share - 110.8p
Diluted earnings per share - 109.9p
109.9p
Earnings attributable to shareholders 247 31,136
Basic (loss)/earnings per share (1.3)p 112.3p
Diluted (loss)/earnings per share (1.3)p 111.4p
111.4p
Notes to the Preliminary Statement (continued)
31 May 2017
5 Acquisitions
Business combination - Space Cryomagnetics Limited (trading as Scientific
Magnetics Limited)
On 27 February 2017 the Group acquired 82% of the issued share capital of
Space Cryomagnetics Limited. The acquisition was made to enhance the Group's
position in the energy and medical division. The provisional net assets at the
date of acquisition were as follows:
Fair value of assets and liabilities acquired £'000
Other intangible assets 4
Property, plant and equipment 104
Inventories 57
Trade and other receivables 335
Cash and cash equivalents 153
Trade and other payables (245)
Loan (468)
Net liabilities (60)
Intangibles assets identified -
Goodwill 648
588
Fair value of consideration transferred:
Cash 270
Shares issued 62
Contingent consideration 256
Consideration 588
Cash acquired 153
Loan 468
Acquisition costs charged to expenses 89
Net cash paid relating to the acquisition 674
Net cash paid relating to the acquisition
674
Management did not identify any intangible assets on acquisition of this
business.
Acquisition costs arising from this transaction of £89,000 have been included
in administration expenses included in overheads before operating profit.
There are call and put options enabling or requiring the Company to purchase
the remaining 18% of the issued share capital of Space Cryomagnetics Limited
("Sci Mag"). The options have an exercise date of October 2019 and October
2022. The Company expects to acquire the remaining 18% of Sci Mag through the
future exercise of one of these options and consequently, for the purposes of
the Group's consolidation, Sci Mag has been accounted for as if it were 100%
owned. The exercise price of the option is contingent upon the future trading
performance of Sci Mag during the period to October 2019 and October 2022. At
31 May 2017, the Group has recognised contingent consideration of £256,000,
being the best estimate of the Directors at that point in time.
Since acquisition Sci Mag contributed the following to the Group's cashflows: 2017
£'000
Operating cashflows (43)
Investing activities (41)
Notes to the Preliminary Statement (continued)
31 May 2017
6 Events after the balance sheet date
On 31 August 2017 the Group acquired 100 percent of the issued share capital
of the Hayward Tyler Group plc for £29.4m through a share placing. On the same
date £11.5m of its facilities were repaid, a further £10.0m of debt assumed
and £5m of associated transaction costs incurred. In its previous financial
year Hayward Tyler Group plc had turnover of £62,719,000 and a trading loss
before tax of £3,705,000 before an exceptional gain of £376,000.
Management are assessing assets and liabilities purchased and are unable to
confirm the value, given that they are currently in the process of reviewing
the records of the business.
7 Net cash/(debt) and gearing
The gearing ratio at the year-end is as follows: 2017 2016
£'000 £'000
Debt (1,254) (5,457)
Cash and cash equivalents 27,703 56,503
Net cash 26,449 51,046
Equity 44,906 64,753
Net cash to equity ratio 58.9% 78.8%
58.9%
78.8%
8 Preliminary statement and basis of preparation
This preliminary statement, which has been agreed with the auditors, was
approved by the Board on 26 September 2017. It is not the Group's statutory
accounts within the meaning of Section 434 of the Companies Act 2006.
The statutory accounts for the two years ended 31 May 2017 and 2016 received
audit reports which were unqualified and did not contain statements under
s498(2) or (3) of the Companies Act 2006. The statutory accounts for the year
ended 31 May 2016 have been delivered to the Registrar of Companies but the 31
May 2017 accounts have not yet been filed.
The Company's financial statements have been prepared and approved by the
directors in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union and those parts of the Companies Act
2006 that apply to companies reporting under IFRS. The principal accounting
policies adopted by the company, which remain unchanged, are set out in the
statutory financial statements for the year ended 31 May 2017.
9 Annual report and Accounts
The Report and Accounts for the year ended 31 May 2017 will be available on
the Group's website www.avingtrans.plc.uk on or around 3 October 2017.
Further copies will be available from the Avingtrans' registered office:
Chatteris Business Park, Chatteris, Cambridgeshire PE16 6SA.
10 Annual General Meeting
The Annual General Meeting of the Group will be held at Shakespeare Martineau
LLP, No1 Colmore Square, Birmingham, B4 6AA on 16 November 2017 at 11:00am
This information is provided by RNS
The company news service from the London Stock Exchange