Issued on behalf of Flowtech Fluidpower PLC Date: Tuesday, 16 April 2019 Immediate Release |
|
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Flowtech Fluidpower plc (AIM: FLO), the leading specialist supplier of technical fluid power components and services announces its preliminary unaudited results for the year ended 31 December 2018. Audited results for this period are expected to be available later in April.
FLOWTECH FLUIDPOWER PLC ("Flowtech" or the "Group" or "Company") Preliminary statement of results for the year ended 31 December 2018 |
"I call our increased induction of experienced and skilled managers as 'putting in a damp-proof course' where we can realistically achieve long-term prosperity as opposed to the short-term profitability that influences most PLC boards."
Malcolm Diamond MBE, Chairman
FINANCIAL HIGHLIGHTS |
|
2018 Unaudited |
2017 Audited |
· GROUP REVENUE1 · GROSS PROFIT % |
|
£111.1m 34.8% |
£78.3m 33.9% |
· GROUP OPERATING PROFIT1 · GROUP PROFIT BEFORE TAX1 |
|
£7.68m £6.92m |
£6.61m £6.04m |
· EARNINGS PER SHARE1 |
|
8.34p |
9.69p |
· 5% INCREASE IN DIVIDEND: Ø Half year paid Ø Proposed final dividend Ø Total for the year |
|
2.03p 4.04p 6.07p |
1.93p 3.85p 5.78p |
|
|
|
|
· NET DEBT |
|
£19.9m |
£14.9m |
1. |
All results relate to continuing operations |
2. |
Basic Earnings per Share |
UNDERLYING FINANCIAL HIGHLIGHTS |
|
2018 Unaudited |
2017 Audited |
· UNDERLYING OPERATING PROFIT3 · UNDERLYING PROFIT BEFORE TAX4 |
|
£11.38m £10.68m |
£9.08m £8.68m |
3. |
Underlying operating profit is continuing operations' operating profit before separately disclosed items (note 3) and the impact of fair value adjustment to inventory (note 8). |
4. |
Underlying profit before tax is underlying operating profit less total bank and other credit interest (note 4) |
· Revenue growth of 42% on previous year, including organic growth in each division and 5.7% in aggregate· 0.9% increase in overall gross margin.· Underlying operating profit growth of 25% on previous year.· Underlying profit before tax for 2018 in line with market expectations · Successful acquisition and integration of Balu Limited and its subsidiaries; Beaumanor Engineering and Derek Lane & Co.· Significant progress with establishing Components and Services divisional structure under single Chief Operating Officer role.· New Board appointments of Russell Cash as CFO and Bill Wilson as Independent Non-Executive Director and appointment of Bryce Brooks to CEO.· Executive Management team enhanced and focused on cost and working capital management. |
"The Board firmly believes that a profit-sharing culture across the Group focused on a 'return on capital' metric at a local level, is one of the keys to developing a sustainable organisation that will reward investors over the long term, and the Executive team has a clear plan to assist all our other Profit Centres in achieving this target by the end of 2019."
Bryce Brooks, CEO
"There has been a very clear focus on managing working capital towards the end of 2018 and into 2019. We are expecting the 2018 adverse trend to reverse, and progress made in 2019 to date has been very encouraging. Our efforts are spread across each of the three working capital categories and across all areas of our business."
Russell Cash, CFO
Notes:
The Group has today also released its Trading Update for the three-month period ended 31 March 2019.
http://www.rns-pdf.londonstockexchange.com/rns/2722W_1-2019-4-15.pdf
Presentation of results: a presentation of results will be held today 10.00am-11.00am at the offices of our joint broker, finnCap, 60 New Broad Street, London EC2M 1JJ. A dial in facility is also available on request; please call Fiona Tooley on +44 (0) 7785 703523 or email fiona@tooleystreet.com.
FOLLOW THESE LINKS To listen to the interviewS with Bryce Brooks, CEO and Russell Cash, CFO discussing:
1. Q1 2019 Trading Update
2. 2018 highlights and market overview live link
https://www.brrmedia.co.uk/broadcastsembed/5cb0478beb566331974d6664/event?player_only=true
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For more information please visit, www.flowtechfluidpower.com |
FLOWTECH FLUIDPOWER PLC
("Flowtech" or the "Group" or "Company")
Preliminary statement of results for the year ended 31 December 2018
INTRODUCTION
BY THE CHAIRMAN, MALCOLM DIAMOND MBE
It is widely accepted that one of the most demanding challenges for company senior managers is presiding over an organisation's desire to instigate continuous operational improvement preceded by structural changes.
During 2018, in order to achieve Group "joined up systemic thinking", it became obvious that with many immediate and achievable market opportunities on offer, there needed to be an evolving, strengthened and unified senior management team to take the Group to a higher resourced and performance level - both in the UK and Europe. I am proud to confirm to you that this action has now been successfully undertaken, resulting in a highly skilled and motivated senior team that has bedded in and is concentrating on the cost synergy consolidation and working capital management that awaits determined and immediate action.
I would also like to sincerely acknowledge our former CEO colleague, Sean Fennon's core strategic business foundations that he introduced over his nine-year tenure, and we all wish him well following his retirement in late 2018. Bryce Brooks (former CFO) has now taken on Sean's role as CEO. The Board has since brought in Russell Cash as the new CFO; Russell is a widely respected finance professional with an extensive advisory background, in particular in the key areas of cost and working capital management. In addition, we have expanded the role performed by Nick Fossey, the most senior non-board member of our team, who has been appointed as Chief Operating Officer for the Group with focus on ensuring each component of our business in both the UK and Europe is closely aligned in all commercial areas. Finally, we have further strengthened our Board with Bill Wilson, a highly experienced international NED in the industrial distribution sector. I call our increased introduction of experienced and skilled managers as 'putting in a damp-proof course' where we can realistically achieve long-term prosperity as opposed to the short-term profitability that influences most plc boards.
It will probably come as no surprise to reiterate the feelings of insecurity and stress that corporate change can induce with staff, customers and suppliers; however, I am delighted to reassure you that all our stakeholders have been loyally supportive and upbeat throughout the 2018 realignment process, for which our Board is sincerely appreciative.
I would like to take this opportunity to thank several key Shareholders for their wise counsel in encouraging the Board to profitably leverage the cost benefits deriving from our existing acquisitions and demonstrate strong management in all areas of working capital before embarking on a subsequent buy and build period.
From a point that is now well into 2019, it remains disappointing that at the date of this report we are yet to gain clarity on the probable trading settlement between the United Kingdom and its main European trading partners after Brexit. Despite this our sector has remained resilient and we remain confident that whatever the outcome, any potential short-term effects will be suppressed by the strength of the wider Group and our position as the UK's leading fluid power distributor.
The scope for considerable future growth in investor returns from the amalgamation of our various synergy initiatives I believe remains compelling, and the restructured executive management team has a clear platform firmly established. I am honestly comforted by what the future holds for our Company - both within the UK and Europe, and we look forward to keeping you in regular touch with our positive progress.
16 April 2019
CHIEF EXECUTIVE'S REVIEW
BY BRYCE BROOKS, CEO
GROUP STRATEGY
INTRODUCTION
The Group has a clear vision of its growth strategy; to create a specialist fluid power organisation, focused on the delivery of class-leading service and support, which will allow us to grow by both organic and acquisitive means in a highly fragmented distributor marketplace. The fluid power market itself has a long history of 'GDP plus' growth, coupled with a focus on strong margins, and this backdrop allows the Group significant scope to build a profitable long-term proposition for the benefit of all its key Stakeholders. Our position as a leading distributor ensures that we can also maintain a majority of sales associated with maintenance, repair and overhaul (MRO) applications, and the consistency of return that this sector brings, in addition to supplying a broad base of industries engaged in the manufacture of capital equipment.
The acquisition of Balu Limited in March 2018, and the successful £10.6 million fundraising to support the transaction, signified the culmination of a four-year period of significant growth, and has given the Group 'critical mass' in our current home geographies of the United Kingdom, the Republic of Ireland and the Netherlands. Our next period of development will focus clearly on extracting the considerable synergy potential, with emphasis on the following:
· Cross-selling opportunities.
· Improved procurement terms from our major supplier partners.
· Optimisation of our operational cost base.
· Making efficient use of our considerable working capital base, and wherever possible making improvements.
We believe it is now essential, having significantly grown our capital base since 2014, that the Group looks to support its future M&A activity from free cash flow and therefore create an expected 'compounding' effect on investor return.
Our market is also characterised by a relatively narrow group of multinational manufacturers with a global operational infrastructure, supplying both direct to the ultimate end user, and through a highly fragmented distributor network. Our growth strategy targets the development of strong, long-term relationships with this supplier base, ensuring that we become a trusted partner and their distributor 'of choice'. It is pleasing to note that from a relatively low base in 2014, the Group is now making significant progress with many of these global manufacturers which brings further opportunity for profitable growth.
BUSINESS MODEL
Since our first acquisition, the Group has created a distinct Profit Centre structure where each business leader acts in a
semi-autonomous manner, backed by relatively light touch support from our central services function. This philosophy encourages the following:
· Decision making and operating responsibility at an appropriate level; Profit Centre Directors are the core of day-to-day decision making.
· Creates a focus on a 'Sales Driven Culture', along with inventory management at a local level.
· The centralisation of support functions such as accounting and IT.
This model is then supported by an annual Profit Share Scheme which rewards those business units that achieve a return on average working capital employed of more than 20%. Following the implementation of this scheme in 2017, I am pleased to report that we now have an increasing number of Profit Centres that have achieved this benchmark in 2018. Our total accrual for profit share payments earned under the scheme in the year was £515,000 (2017: £217,000), which was paid at the end of March 2019. The Board firmly believes that a profit-sharing culture across the Group focused on a 'return on capital' metric at a local level, is one of the keys to developing a sustainable organisation that will reward investors over the long term, and the Executive team has a clear plan to assist all our other Profit Centres in achieving this target by the end of 2019.
This approach naturally supports an entrepreneurial culture across the Group and ensures that we remain focused on delivering customer service at its highest level, responsive to both immediate and strategic needs, and safeguards growth before any centrally sponsored initiatives need to enhance this. This strategy has also been very attractive to both business vendors and their management teams alike, as it most closely reflects the agility of the small or medium-sized business but with the support of a much larger umbrella organisation.
YEAR IN REVIEW
The operational highlight of the year was the acquisition of Balu Ltd and its subsidiaries, Beaumanor Engineering and
Derek Lane & Co in March 2018. Beaumanor was the largest direct competitor to our original Flowtechnology business, and while we retained a clear Profit Centre identity for the new operation, the potential for coordination of activities between these two, very similarly structured organisations is attractive, and it is pleasing to note that good progress has been made in the 12 months since the deal took place. The senior team in each business, and in particular the Profit Centre Directors (PCDs), Mark Cropper and Rob Woodley, have also added considerably to the strength of our management grade.
Outside of this, with the Group achieving sales above £100 million for the first time, we have a very clear 'scale' within our home marketplaces, and with a gross margin overall back at c35% (2018: 34.8%, 2017: 33.9%).
In late 2018 the Executive Management team was enhanced to create a focused three-man structure of CEO, Russell Cash as Chief Financial Officer, and Nick Fossey as Chief Operating Officer. I believe that this structure provides the most effective method of coordinating our activities across the Group. As well as day-to-day leadership and guidance, the Executive team is responsible for chairmanship in steering groups covering working capital control, operational cost optimisation and IT strategy. Beneath this we have now instigated an effective series of regular conferences for our PCDs, covering essential areas of common interest such as sales coordination, procurement initiatives, and leadership training. This process culminates in an Annual Forecast presentation by each PCD to the main plc Board in January of each year, where individual target setting, both on a commercial and financial level, are debated and established. In addition to this, below PCD level, we have also created annual conferences covering our wider resources in both sales and technical manpower.
Following the retirement of Sean Fennon, there were clearly challenges to face in transitioning the senior management team into a position well placed to exploit the obvious growth potential that the Group possesses. As part of this transition we are at an advanced stage of developing an amended organisational structure that will move from the previous Flowtechnology, Process and PMC structure into a two-division format based around 'Components' and 'Services'. The key reason for this change is to ensure that we provide the most appropriate structure for the business to extract synergy, both in cost and working capital. As a natural by-product we can then provide investors with a clear picture of the Group's activities, split between our core 'distribution' activities - the Components division (which accounts for c87% of turnover), with the balance in added value activities in engineering services and the manufacture of hydraulic power packs and associated components - the Services division.
PEOPLE
At PCD level, Ian Simpson who joined us with the acquisition of Indequip in 2016, after a near doubling of turnover in the intervening period, with commensurate bottom line effect, has now expanded his role to include coverage for the sister business within the Flowtechnology division in the Benelux. In addition, Jon Burke, having previously held a number of finance roles within the Group, stepped up to the position of PCD in charge of the services division of Primary Fluid Power. Both these promotions illustrate how the expansion of the Group via acquisitive and organic means is giving exceptional managers the opportunity to grow their careers within our organisation.
We are always acutely aware that our progress is achieved with the continued commitment and effort of all our employees, and with our profit-sharing scheme we are confident in our ability to retain and attract the best staff the industry can offer. The passion and commitment shown by the many staff members employed across the Group, particularly through periods of change, has been exemplary. On behalf of the Executive Management team, and the plc Board, I would like to thank everyone for their efforts, and the continued support that has been shown in 2019.
16 April 2019
SUMMARY OF 2018 RESULTS
BY RUSSELL CASH, CHIEF FINANCIAL OFFICER
Operational Review
Operational review |
2018 Unaudited |
2017 Audited |
Change %
|
Group revenue* |
£111.1m |
£78.3m |
+41.9% |
Gross profit* |
£38.6m |
£26.5m |
+45.3% |
Gross profit % |
34.8% |
33.9% |
+0.9% |
Group operating profit* |
£7.68m |
£6.61m |
+16.1% |
Underlying operating profit† |
£11.38m |
£9.08m |
+25.3% |
Reconciliation of underlying operating profit to operating profit |
2018 Unaudited £000 |
2017 Audited £000 |
Underlying operating profit Less impact of fair value adjustment to inventory (note 8) |
11,380 (382) |
9,081 - |
Less separately disclosed items (note 3) |
(3,321) |
(2,467) |
Operating profit |
7,677 |
6,614 |
* All results relate to continuing operations.
† Underlying operating profit is continuing operations' operating profit before separately disclosed items (note 3) and the impact of fair value adjustment to inventory (note 8).
Once again, we are delighted to report a period of solid growth, both in terms of revenue but, more importantly, underlying and actual operating profit.
RESULTS BY DIVISION
During 2018 we assessed performance within our three-segment structure. This is consistent with prior years. The table immediately below summarises revenue, gross profit and underlying operating profit by segment
Revenue |
2018 Unaudited £000 |
|
2017 Audited £000 |
|
Flowtechnology |
45,218 |
|
37,239 |
|
Power Motion Control |
57,533 |
|
34,806 |
|
Process |
8,300 |
|
6,242 |
|
Group |
111,051 |
|
78,287 |
|
Gross Profit/Gross Margin |
2018 Unaudited £000 |
% |
2017 Audited £000 |
%
|
Flowtechnology |
17,453 |
38.6 |
13,831 |
37.1 |
Power Motion Control |
17,775 |
30.9 |
10,122 |
29.1 |
Process |
3,376 |
40.7 |
2,612 |
41.8 |
Group |
38,604 |
34.8 |
26,565 |
33.9 |
Underlying Operating Profit/Operating Margin |
2018 Unaudited £000 |
% |
2017 Audited £000 |
%
|
Flowtechnology |
9,574 |
21.2 |
7,524 |
20.2 |
Power Motion Control |
3,694 |
6.4 |
2,788 |
8.0 |
Process |
1,300 |
15.7 |
1,105 |
17.7 |
|
14,568 |
|
11,417 |
|
Less allocation of central costs |
(3,188) |
|
(2,336) |
|
Group |
11,380 |
|
9,081 |
|
Revenue
Revenue increased by 42% (2017: 46%). While the impact of acquisitions accounts for the majority of the growth, there was underlying organic growth of 5.7%.
The revenue growth of £32.8 million is split as follows:
· Flowtechnology - £8.0m (£6.5 million through acquisition activity and £1.5 million (4.0% organic)
· Power Motion Control - £22.7 million (£20.4m through acquisition activity and £2.3 million (6.7%) organic)
· Process - £2.1 million (£1.6 million through acquisition activity and £0.5 million (8.3% organic)
Gross profit margins
Our overall gross margin improved by 0.9%. Gross profit margin remains a key indicator for each of our businesses. The increasing focus on businesses within the Group working together to generate improved terms, sees us well placed to retain and improve on these strong margins in the future.
We have seen an overall improvement in gross profit margin in the Flowtechnology and PMC divisions.
Margins in the Process division remained healthy; the small erosion is not unexpected given the nature of the work which our businesses within this division perform with margins more variable than other businesses within the Group.
Underlying Operating Profit
Underlying operating profit increased by £2.3 million (25%); after taking account of separately disclosed costs, actual operating profit by £1.1 million (16%). These figures compare favourably to 2017 growth of £1.6 million (22%) and £0.5 million (8%) respectively.
We have seen material growth in each of our three divisions. 2019 will see focus on extracting cost savings from businesses acquired in recent years; we believe this, combined with modest levels of organic growth, will lead to increased underlying operating profit in each of our divisions.
CENTRAL COSTS
Central costs comprise executive management, finance and IT departments, divisional sales and the cost of running the plc.
ACQUISITIONS
We are delighted with the performance of the Balu businesses which were acquired in March 2018. In the nine-month period following acquisition the businesses contributed £1.1 million of operating profit, very much in line with the expectation of annual operating profit of £1.5 million which supported the price paid. We are beginning to see the benefits of the expanded Flowtechnology segment in terms of enhanced procurement opportunities.
The business generated £11.9 million of positive operating cash flow. Over the year net Bank debt increased by £4.9 million to £19.9 million (2017: £15.0 million). If account is taken of £3.5 million paid out in respect of deferred/earn out consideration, the underlying increase in net debt was £1.5 million. Other major cash outflows included:
· Dividends - £3.6 million.
· Capital expenditure - £1.3 million.
· Taxation paid - £1.1 million.
· Interest - £0.7 million.
Overall, working capital increased by £5.2 million; the impact of the 5.7% organic growth accounts for approximately £2.0 million of this.
There has been a very clear focus on managing working capital towards the end of 2018 and into 2019. We are expecting the 2018 adverse trend to reverse and progress made in 2019 to date has been very encouraging. Our efforts are spread across each of the three working capital categories and across all areas of our business. In particular we anticipate significant cash savings through underlying stock reduction and extension of certain supplier payment terms.
DIVIDENDS
Subject to Shareholder approval at the Annual General Meeting, the Directors are proposing a final dividend of 4.04p per share. This, together with the interim dividend of 2.03p per share (paid on 26 October 2018), brings the total for the year to 6.07p per share. The total per annum dividend has therefore increased from 5.0p per share in respect of 2014 to 6.07p per share in respect of 2018. This, combined with the increased number of shares has seen the cash impact increasing from £2.2 million in 2015 to £3.6 million in 2018. The outlook for further enhancement to dividend flow remains good and the Board would like to reiterate its view that the retention of a strong dividend policy is a foundation for the investment case in the Group.
TAXATION
The tax charge for the year was £1.99 million (2017: £1.21 million), with an effective tax rate of 27.6% (2017: 17.0%).
2019 SEGMENTATION
As outlined in the Chief Executive's review, 2019 will see the Group start monitoring and reporting our business performance based on two segments, Components and Services. Had this policy been in place in 2018 the Revenue results by segment would have been approximately as follows:
Revenue |
|
|
2018 Unaudited £000 |
% |
Components |
|
|
96,985 |
87 |
Services |
|
|
14,066 |
13 |
Group |
|
|
111,051 |
|
16 April 2019
FLOWTECH FLUIDPOWER PLC
("Flowtech" or the "Group" or "Company")
Preliminary statement of results for the year ended 31 December 2018
Consolidated income statement |
Note |
2018 Unaudited £000 |
2017 Audited £000 |
Continuing operations |
|
|
|
Revenue |
2 |
111,051 |
78,287 |
Cost of sales |
|
(72,447) |
(51,722) |
Gross profit |
|
38,604 |
26,565 |
Distribution expenses |
|
(4,216) |
(3,175) |
Administrative expenses before separately disclosed items: |
|
(23,389) |
(14,309) |
Separately disclosed items |
3 |
(3,321) |
(2,467) |
Total administrative expenses |
|
(26,710) |
(16,776) |
Operating profit |
|
7,678 |
6,614 |
Financial income |
4 |
11 |
6 |
Financial expenses |
4 |
(766) |
(581) |
Net financing costs |
|
755 |
(575) |
Profit from continuing operations before tax |
|
6,923 |
6,039 |
Taxation |
5 |
(1,992) |
(1,207) |
Profit from continuing operations |
|
4,931 |
4,832 |
Profit for the year attributable to: |
|
|
|
Non-controlling interest |
|
20 |
- |
Owners of the parent |
|
4,911 |
4,832 |
|
|
4,931 |
4,832 |
Earnings per share |
|
|
|
Basic earnings per share - continuing operations |
7 |
8.34p |
9.69p |
Diluted earnings per share - continuing operations |
7 |
8.28p |
9.58p |
Consolidated statement of comprehensive income |
2018 £000 |
2017 £000 |
Profit for the year |
4,931 |
4,832 |
Other comprehensive income |
|
|
- items that will be reclassified subsequently to profit or loss |
|
|
Deferred tax movement on share-based payment reserve |
- |
(28) |
Exchange differences on translating foreign operations |
128 |
279 |
Total comprehensive income for the year |
5,059 |
5,083 |
Total comprehensive income for the year attributable to: |
|
|
Non-controlling interest |
20 |
- |
Owners of the parent |
5,039 |
5,083 |
|
5,059 |
5,083 |
FLOWTECH FLUIDPOWER PLC
("Flowtech" or the "Group" or "Company")
Preliminary statement of results for the year ended 31 December 2018
Consolidated statement of financial position |
Note |
2018 Unaudited £000 |
2017 Audited £000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Goodwill |
|
63,022 |
57,938 |
Other intangible assets |
|
7,624 |
7,430 |
Property, plant and equipment |
|
6,735 |
6,070 |
Total non-current assets |
|
77,381 |
71,438 |
Current assets |
|
|
|
Inventories |
|
28,667 |
24,333 |
Trade and other receivables |
|
25,475 |
20,866 |
Prepayments |
|
668 |
801 |
Cash and cash equivalents |
|
2,248 |
4,588 |
Total current assets |
|
57,058 |
50,588 |
Liabilities |
|
|
|
Current liabilities |
|
|
|
Interest-bearing loans and borrowings |
|
18,078 |
15,451 |
Trade and other payables |
|
18,372 |
18,983 |
Deferred and contingent consideration |
|
2,240 |
2,865 |
Tax payable |
|
2,115 |
1,148 |
Other financial liabilities |
|
- |
11 |
Total current liabilities |
|
40,805 |
38,458 |
Net current assets |
|
16,253 |
12,130 |
Non-current liabilities |
|
|
|
Interest-bearing loans and borrowings |
|
4,051 |
4,097 |
Deferred and contingent consideration |
|
- |
2,706 |
Provisions |
|
399 |
341 |
Deferred tax liabilities |
|
1,751 |
1,560 |
Total non-current liabilities |
|
6,201 |
8,704 |
Net assets |
|
87,433 |
74,864 |
Equity directly attributable to owners of the Parent |
|
|
|
Share capital |
9 |
30,460 |
26,409 |
Share premium |
|
60,793 |
52,370 |
Other reserves |
|
187 |
187 |
Shares owned by the Employee Benefit Trust |
|
(413) |
(40) |
Merger reserve |
|
293 |
293 |
Merger relief reserve |
|
3,575 |
3,194 |
Currency translation reserve |
|
664 |
536 |
Retained losses |
|
(8,146) |
(8,085) |
Total equity attributable to the owners of the parent |
|
87,413 |
74,864 |
Non-controlling interest |
|
20 |
- |
Total equity |
|
87,433 |
74,864 |
FLOWTECH FLUIDPOWER PLC
("Flowtech" or the "Group" or "Company")
Preliminary statement of results for the year ended 31 December 2018
|
Share capital £000 |
Share premium £000 |
Other reserve £000 |
Merger reserve £000 |
Shares owned by the EBT £000 |
Merger relief reserve £000 |
Currency translation reserve £000 |
Retained losses £000 |
Non-controlling interest £000 |
Total equity £000 |
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2017 |
21,539 |
46,880 |
- |
293 |
(338) |
2,086 |
257 |
(9,868) |
- |
60,849 |
Profit for the year |
- |
- |
- |
- |
- |
- |
|
4,832 |
- |
4,832 |
Other comprehensive income |
- |
- |
- |
- |
- |
- |
279 |
(28) |
- |
251 |
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
279 |
4,804 |
- |
5,083 |
Transactions with owners |
|
|
|
|
|
|
|
|
- |
|
Issue of share capital |
4,870 |
5,490 |
- |
- |
- |
1,108 |
- |
- |
- |
11,468 |
Share options issued as consideration |
- |
- |
187 |
- |
- |
- |
- |
- |
- |
187 |
Shares owned by the EBT |
- |
- |
- |
- |
(246) |
- |
- |
- |
- |
(246) |
Share-based payment charge |
- |
- |
- |
- |
- |
- |
- |
272 |
- |
272 |
Share options settled |
- |
- |
- |
- |
544 |
- |
- |
(416) |
- |
128 |
Equity dividends paid (note 6) |
- |
- |
- |
- |
- |
- |
- |
(2,877) |
- |
(2,877) |
Total transactions with owners |
4,870 |
5,490 |
187 |
- |
298 |
1,108 |
- |
(3,021) |
- |
8,932 |
Balance at 1 January 2018 |
26,409 |
52,370 |
187 |
293 |
(40) |
3,194 |
536 |
(8,085) |
- |
74,864 |
Profit for the year |
- |
- |
- |
- |
- |
- |
- |
4,911 |
20 |
4,931 |
Other comprehensive income |
- |
- |
- |
- |
- |
- |
128 |
- |
- |
128 |
Total comprehensive income for the year |
- |
- |
- |
- |
- |
- |
128 |
4,911 |
20 |
5,059 |
Transactions with owners |
|
|
|
|
|
|
|
|
- |
|
Issue of share capital |
3,450 |
8,423 |
- |
- |
- |
381 |
- |
- |
- |
12,254 |
Shares owned by the EBT |
- |
- |
- |
- |
(650) |
- |
- |
- |
- |
(650) |
Issue of shares in exchange for shares in subsidiary undertaking |
601 |
- |
- |
- |
- |
- |
- |
(1,303) |
- |
(702) |
Share-based payment charge |
- |
- |
- |
- |
|
- |
- |
191 |
- |
191 |
Share options settled |
- |
- |
- |
- |
277 |
- |
- |
(302) |
- |
(25) |
Equity dividends paid (note 6) |
- |
- |
- |
- |
- |
- |
- |
(3,558) |
- |
(3,558) |
Total transactions with owners |
4,051 |
8,423 |
- |
- |
(373) |
381 |
- |
(4,972) |
- |
7,510 |
Balance at 31 December 2018 |
30,460 |
60,793 |
187 |
293 |
(413) |
3,575 |
664 |
(8,146) |
20 |
87,433 |
FLOWTECH FLUIDPOWER PLC
("Flowtech" or the "Group" or "Company")
Preliminary statement of results for the year ended 31 December 2018
Consolidated statement of cash flows |
Note |
2018 Unaudited £000 |
2017 Audited £000 |
Cash flow from operating activities |
|
|
|
Net cash from operating activities |
10 |
3,790 |
6,600 |
Cash flow from investing activities |
|
|
|
Acquisition of businesses, net of cash acquired |
|
(9,703) |
(11,798) |
Acquisition of property, plant and equipment |
|
(1,343) |
(1,802) |
Proceeds from sale of property, plant and equipment |
|
64 |
22 |
Payment of deferred and contingent consideration |
|
(3,546) |
(1,649) |
Net cash used in investing activities |
|
(14,528) |
(15,227) |
Cash flows from financing activities |
|
|
|
Net proceeds from issue of share capital |
|
10,161 |
9,531 |
Repayment of long-term borrowings |
|
- |
(857) |
Net change in short term borrowings |
|
1,000 |
3,000 |
Repayment of finance lease liabilities |
|
(343) |
(58) |
Interest received |
|
- |
6 |
Interest paid |
|
(722) |
(476) |
Repayment of loan by EBT |
|
276 |
722 |
Dividends paid |
|
(3,558) |
(2,877) |
Net cash generated from financing activities |
|
6,813 |
8,991 |
Net change in cash and cash equivalents |
|
(3,925) |
364 |
Cash and cash equivalents at start of year |
|
4,199 |
3,824 |
Exchange differences on cash and cash equivalents |
|
(21) |
11 |
Cash and cash equivalents at end of year |
|
253 |
4,199 |
Cash and cash equivalents |
|
2,248 |
4,588 |
Bank overdraft |
|
(1,995) |
(389) |
Cash and cash equivalents at end of year |
|
253 |
4,199 |
The changes in the Group's liabilities arising from financing activities can be classified as follows:
|
Long term borrowings £000 |
Short term borrowings £000 |
Lease liabilities £000 |
Total £000 |
At 1 January 2018 |
4,000 |
15,000 |
159 |
19,159 |
Cash flows: |
|
|
|
|
Repayment |
- |
- |
(343) |
(343) |
Proceeds |
- |
1,000 |
- |
1,000 |
Non cash: |
|
|
|
|
Acquisition |
- |
- |
318 |
318 |
At 31 December 2018 |
4,000 |
16,000 |
134 |
20,134 |
NOTES
1. |
ACCOUNTING POLICIES |
BASIS OF PREPARATION
The financial information in this preliminary announcement does not constitute statutory accounts as defined by section 434 and 435 of the Companies Act 2006. The financial information for the year ended 31 December 2018 has been extracted from the Group's unaudited financial statements.
The preliminary consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS"s) as adopted for use in the European Union and IFRIC interpretations issued by the International Accounting Standards Board ("IASB") and the Companies Act 2006. The Company financial statements have been prepared in accordance with Financial Reporting Standard 101 'Reduced disclosure framework' (FRS 101).
The preliminary consolidated financial statements have been prepared on a going concern basis and prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through the profit or loss.
The preliminary consolidated financial statements are presented in sterling and have been rounded to the nearest thousand (£000). The functional currency of the Company is sterling.
The preparation of financial information in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual events ultimately may differ from those estimates.
New standards adopted as at 1 January 2018
IFRS 15 'Revenue from Contracts with Customers'
IFRS 15 'Revenue from Contracts with Customers' and the related 'Clarifications to IFRS 15 Revenue from Contracts with Customer' (hereinafter referred to as 'IFRS 15') replace IAS 18 'Revenue', IAS 11 'Construction Contracts', and several revenue-related Interpretations. Management have reviewed the impact of IFRS 15 on the Group's revenue streams, and have concluded that the new standard does affect the timing or measurement of revenue recognised in relation to the Group's revenue streams for the year ended 31 December 2018 or the year ended 31 December 2017. In making their assessment, management considered how the standard applied to contracts which were incomplete as at 1 January 2018, as required by the standard.
IFRS 9 'Financial Instruments'
IFRS 9 replaces IAS 39 'Financial Instruments: Recognition and Measurement'. It makes major changes to the previous guidance on the classification and measurement of financial assets and introduces an 'expected credit loss' model for the impairment of financial assets.
Management have reviewed the impact of IFRS 9 on the Group's financial instruments, and have not identified any differences arising from the adoption of IFRS 9 in relation to classification, measurement and impairment of financial assets or liabilities. In making their assessment, management have considered how the standard applied to financial assets and liabilities held at 1 January 2018, and have not identified any transitional adjustments.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the consolidated financial statements.
Revenue for sale of goods is the total amount receivable by the Group for goods supplied, excluding VAT and discounts. Revenue from the sale of goods is recognised in the income statement at a point in time when the significant risks and rewards of ownership have been transferred to the buyer, which is determined to be at the point of despatch.
Revenues from services provided are recognised at a point in time when the service has been delivered to the customer.
Revenues from contracts with customers for site installation projects is recognised as a performance obligation satisfied over time. The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises a receivable in its statement of financial position.
The Group did not have any on-going contracts at 31 December 2018.
These financial statements have been prepared on a going concern basis. The Directors have prepared cash flow projections and are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group's forecasts and projections, which take into account reasonably possible changes in trading performance, show that the Group will be able to operate within the level of its current facilities. Current banking facilities are due for renewal in March 2021.
Accordingly, the Directors continue to adopt the going concern basis in preparing these financial statements.
SIGNIFICANT JUDGEMENTS, KEY ASSUMPTIONS AND ESTIMATES
In the process of applying the Group's accounting policies, which are described above, management have made judgements and estimations about the future that have the most significant effect on the amounts recognised in the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Significant management judgements
The following judgements have the most significant effect on the financial statements.
Share-based payments
A number of accounting estimates and judgements are incorporated within the calculation of the charge to the income statement in respect of share-based payments.
Estimation uncertainty
Information about estimations and assumptions that may have the most significant affect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.
Impairment of goodwill
The carrying value of goodwill must be assessed for impairment annually. This requires an estimation of the value in use of the operating segments to which goodwill is allocated. Value in use is dependent on estimations of future cash flows from the operating segment and the use of an appropriate discount rate to discount those cash flows to their present value. The carrying value of goodwill as at 31 December 2018 is £63,022,000 (2017: £57,938,000). There was no impairment charge during the year.
Acquired intangibles
Intangible assets (customer relationships and brand identity) have been acquired as part of the net assets of certain subsidiaries. These intangible assets were capitalised at their fair value at the date of acquisition. Determining the value of acquired intangibles required the calculation of estimated future cash flows expected to arise from the intangible assets at a suitable discount rate in order to calculate their present value. In addition, an estimate of the useful life of the intangible asset has to be made over the period in which the cash flows were expected to be generated. The carrying amount of the acquired intangibles at the reporting date was £7,624,000 (2017: £7,430,000).
Provision for impairment of inventories
The carrying value of inventories as at 31 December 2018 is £28,667,000 (2017: £24,333,000) and included a provision against the inventories of £767,000 (2017: £814,000). During the year £201,000 (2017: £329,000) of the provision was utilised following the scrapping and sale of obsolete inventory. During the year no further provision was made (2017: provision of £212,000). The provision for impairment of inventories is based on sales trends for all inventory and management's estimation of recoverability. There is a risk that the provision will not match the inventories that ultimately prove to be impaired.
2. SEGMENTAL REPORTING |
Segment information for the reporting periods is as follows:
Management currently identify the Group's three operating segments based on trading activity. These operating segments are monitored by the Group's Chief Operating Decision Maker and strategic decisions are made on the basis of adjusted segment operating results. Inter-segment revenue arises on the sale of goods between Group undertakings.
The Directors believe that the underlying operating profit provides additional useful information on underlying trends to Shareholders. The term 'underlying' is not a defined term under IFRS and may not be comparable with similarly titled profit measurements reported by other companies. A reconciliation of the underlying operating result to operating result from continuing operations is shown below. The principal adjustments made are in respect of the separately disclosed items as detailed in note 3; the Directors consider that these should be reported separately as they do not relate to the performance of the segments.
Segment information for the reporting periods is as follows:
|
|
For the year ended 31 December 2018 |
|
|
||
|
Flowtechnology Unaudited £000 |
Power Motion Control Unaudited £000 |
Process Unaudited £000 |
Inter- segmental transactions Unaudited £000 |
Central Costs Unaudited £000 |
Total continuing operations Unaudited £000 |
Income statement - continuing operations: |
|
|
|
|
|
|
Revenue from external customers |
45,218 |
57,533 |
8,300 |
- |
- |
111,051 |
Inter-segment revenue |
2,031 |
772 |
151 |
(2,954) |
- |
- |
Total revenue |
47,249 |
58,305 |
8,451 |
(2,954) |
- |
111,051 |
Underlying operating result |
9,574 |
3,694 |
1,300 |
- |
(3,187) |
11,380 |
Net financing (costs)/income |
(13) |
(41) |
(73) |
- |
(629) |
(755) |
Underlying segment result |
9,562 |
3,653 |
1,226 |
- |
(3,816) |
10,625 |
Separately disclosed items (see note 3) |
(814) |
(2,199) |
779 |
- |
(1,468) |
(3,703) |
Profit before tax |
8,748 |
1,454 |
2,005 |
- |
(5,284) |
6,923 |
Specific disclosure items |
|
|
|
|
|
|
Depreciation |
605 |
286 |
50 |
- |
- |
941 |
Amortisation |
100 |
747 |
193 |
- |
- |
1,040 |
Reconciliation of underlying operating result to operating profit: |
|
|
|
|
|
|
Underlying operating result Impact of fair value adjustment to inventory (see note 8) |
9,574 (382) |
3,694 - |
1,300 - |
- - |
(3,187) - |
11,380 (382) |
Separately disclosed items (see note 3) |
(432) |
(2,199) |
779 |
- |
(1,468) |
(3,321) |
Operating profit/(loss) |
8,760 |
1,495 |
2,079 |
- |
(4,655) |
7,678 |
|
|
|
For the year ended 31 December 2017 |
|
||
|
Flowtechnology Audited £000 |
Power Motion Control Audited £000 |
Process Audited £000 |
Inter- segmental transactions Audited £000 |
Central Costs Audited £000 |
Total continuing operations Audited £000 |
Income statement - continuing operations: |
|
|
|
|
|
|
Revenue from external customers |
37,239 |
34,806 |
6,242 |
- |
- |
78,287 |
Inter-segment revenue |
1,746 |
340 |
105 |
(2,191) |
- |
- |
Total revenue |
38,985 |
35,146 |
6,347 |
(2,191) |
- |
78,287 |
Underlying operating result |
7,524 |
2,788 |
1,105 |
- |
(2,336) |
9,081 |
Net financing (costs)/income |
(13) |
(15) |
(19) |
- |
(528) |
(575) |
Underlying segment result |
7,511 |
2,773 |
1,086 |
- |
(2,864) |
8,506 |
Separately disclosed items (see note 4) |
(103) |
(1,018) |
(200) |
- |
(1,146) |
(2,467) |
Profit before tax |
7,408 |
1,755 |
886 |
- |
(4,010) |
6,039 |
Specific disclosure items |
|
|
|
|
|
|
Depreciation |
447 |
179 |
24 |
- |
- |
650 |
Amortisation |
19 |
609 |
140 |
- |
- |
768 |
Reconciliation of underlying operating result to operating profit: |
|
|
|
|
|
|
Underlying operating result |
7,524 |
2,788 |
1,105 |
- |
(2,336) |
9 081 |
Separately disclosed items (see note 3) |
(103) |
(1,018) |
(200) |
- |
(1,146) |
(2,467) |
Operating profit/(loss) |
7,421 |
1,770 |
905 |
- |
(3,482) |
6,614 |
The Group's revenues from external customers and its non-current assets (other than financial instruments and deferred tax assets) are divided into the following revenue streams and geographic areas:
|
|
|
||||||||
|
Sale of goods £000 |
Contracts£000 |
Services £000 |
Total Revenue £000 |
Non-current assets £000 |
Sale of goods £000 |
Contracts£000 |
Services £000 |
Total Revenue £000 |
Non-current assets £000 |
United Kingdom |
83,886 |
732 |
1,916 |
86,534 |
72,526 |
62,905 |
543 |
1,056 |
64,504 |
65,754 |
Europe |
22,606 |
- |
- |
22,606 |
5,732 |
12,299 |
- |
- |
12,299 |
5,684 |
Rest of the World |
1,911 |
- |
- |
1,911 |
- |
1,484 |
- |
- |
1,484 |
- |
Total |
108,403 |
732 |
1,916 |
111,051 |
78,258 |
76,688 |
543 |
1,056 |
78,287 |
71,438 |
No customers of the Group account for 10% or more of the Group's revenue for either of the years ended 31 December 2018 or 2017. Non-current assets are allocated based on their physical location.
3. SEPARATELY DISCLOSED ITEMS
|
2018 Unaudited £000 |
2017 Audited £000 |
Separately disclosed items within administration expenses:
|
|
|
Acquisition costs |
824 |
1,081 |
Amortisation of acquired intangibles |
1,040 |
768 |
Share-based payment costs |
191 |
272 |
Restructuring |
1,002 |
117 |
Changes in amounts accrued for contingent consideration |
264 |
229 |
Total separately disclosed items |
3,321 |
2,467 |
4. FINANCIAL INCOME AND EXPENSE |
Finance income for the year consists of the following: |
|
2018 Unaudited £000 |
2017 Audited £000 |
Finance income arising from: |
|
|
Interest income from cash and cash equivalents |
- |
6 |
Fair value gains on forward exchange contracts held for trading |
11 |
- |
Total finance income |
11 |
6 |
Finance expenses for the year consist of the following:
|
2018 Unaudited £000 |
2017 Audited £000 |
Finance expense arising from: |
|
|
Interest on invoice discounting and stock loan facilities |
20 |
8 |
Interest on revolving credit facility |
454 |
262 |
Finance lease interest |
21 |
10 |
Bank loans |
191 |
88 |
Other credit related interest |
17 |
12 |
Total bank and other credit interest |
703 |
380 |
Imputed interest on deferred and contingent consideration |
63 |
190 |
Fair value losses on forward exchange contracts held for trading |
- |
11 |
Total non-credit related interest |
63 |
201 |
Total finance expense |
766 |
581 |
5. TAXATION |
|
|
Recognised in the income statement
Continuing operations: |
2018 Unaudited £000 |
2017 Audited £000 |
Current tax expense |
|
|
Current year charge |
1,623 |
1,258 |
Overseas tax |
164 |
167 |
Adjustment in respect of prior periods |
202 |
(89) |
Current tax expense |
1,989 |
1,336 |
Deferred tax |
|
|
Origination and reversal of temporary differences |
(24) |
(111) |
Adjustment in respect of prior periods |
27 |
- |
Change in tax rate |
- |
(18) |
Deferred tax charge/(credit) |
3 |
(129) |
Total tax expense - continuing operations |
1,992 |
1,207 |
No income tax was recognised in other comprehensive income or directly in equity for either of the years ended 31 December 2016 or 2017.
|
2018 Unaudited £000 |
2017 Audited £000 |
Profit for the year |
4,931 |
4,832 |
Total tax expense |
1,992 |
1,207 |
Profit excluding taxation |
6,923 |
6,039 |
|
|
|
Tax using the UK corporation tax rate of 19.00% (2017: 19.25%) |
1,315 |
1,162 |
Deferred tax movements not recognised |
(40) |
38 |
Effect of share option exercises |
(38) |
(101) |
Effect of tax rates in foreign jurisdictions |
(47) |
29 |
Effect of foreign branch exemption |
- |
(12) |
Impact of change in tax rate on deferred tax balances |
(4) |
(8) |
Deferred tax arising on acquisitions |
(6) |
- |
Income not taxable |
(314) |
(96) |
Amounts not deductible |
897 |
284 |
Adjustment in respect of prior periods |
229 |
(89) |
Total tax expense in the income statement - continuing and discontinued |
1,992 |
1,207 |
6. DIVIDENDS
|
2018 Unaudited £000 |
2017 Audited £000 |
Final dividend of 3.85p (2017: 3.67p) per share |
2,330 |
1,878 |
Interim dividend of 2.03p (2017: 1.93p) per share |
1,228 |
999 |
Total dividends |
3,558 |
2,877 |
The Directors are proposing a final dividend in respect of the financial year ended 31 December 2018 of 4.04p (2017: 3.85p) per share which will absorb an estimated £2.5 million of Shareholders' funds. This has not been accrued as it had not been approved at the year end. Subject to approval, it will be paid on 12 July 2019 to Shareholders who are on the register of members on 7 June 2019.
7. EARNINGS PER SHARE |
Basic earnings per share is calculated by dividing the earnings attributable to ordinary Shareholders by the weighted average number of ordinary shares during the year.
For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The dilutive shares are those share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the year.
|
Year ended 31 December 2018 |
Year ended 31 December 2017 |
||||
|
Earnings Unaudited £000 |
Weighted average number of shares |
Earnings per share Pence |
Earnings Audited £000 |
Weighted average number of shares |
Earnings per share Pence |
Basic earnings per share - Continuing operations |
4,911 |
58,889 |
8.34 |
4,831 |
49,835 |
9.69 |
Diluted earnings per share - Continuing operations |
4,911 |
59,278 |
8.28 |
4,831 |
50,409 |
9.58 |
|
2018 Unaudited £000 |
2017 Audited £000 |
Weighted average number of ordinary shares for basic and diluted earnings per share |
58,889 |
49,835 |
Impact of share options |
389 |
574 |
Weighted average number of ordinary shares for diluted earnings per share |
59,278 |
50,409 |
8. AcquisitionS |
On 19 March 2018, the Company acquired 100% of the share capital of Balu Limited, a UK based holding company, and its UK subsidiaries, thereby obtaining control.
The initial consideration paid was £8,391,000 in cash and £500,000 in shares in the ultimate parent company, Flowtech Fluidpower plc. The cash consideration was funded through existing resources, supplemented by a share issue by Flowtech Fluidpower plc on 4 April. The acquisition will add significantly to the Company's procurement relationship with key global suppliers and enhance our position in the supply of MRO fluid power products in the UK and Ireland. Details of the provisional fair value of identifiable assets and liabilities acquired, purchase consideration, goodwill and intangible assets are as follows:
|
Book value £000 |
Fair value adjustment £000 |
Intangible asset recognised on acquisition £000 |
Provisional fair value £000 |
|||
Property, plant and equipment |
918 |
(298) |
- |
620 |
|||
Intangible assets |
- |
|
1,234 |
1,234 |
|||
Inventories |
2,706 |
828 |
- |
3,534 |
|||
Trade and other receivables |
2,945 |
(90) |
- |
2,855 |
|||
Bank loans and overdrafts |
(1,312) |
- |
- |
(1,312) |
|||
Finance leases |
(318) |
- |
- |
(318) |
|||
Trade and other payables |
(2,183) |
- |
- |
(2,183) |
|||
Current tax balances1 |
24 |
- |
- |
24 |
|||
Deferred tax liability |
(57) |
|
(156) |
(213) |
|||
Provisions |
- |
(35) |
- |
(35) |
|||
Total net assets |
2,723 |
405 |
1,078 |
4,206 |
|||
1. |
Tax assets of £143,000 owned by a subsidiary, Beaumanor Limited, were not acquired. |
|
|||||
|
£000 |
Fair value of consideration paid |
|
Amount settled in cash |
8,391 |
Fair value of contingent consideration |
500 |
Total consideration |
8,891 |
|
|
Less net assets acquired |
(4,206) |
Goodwill on acquisition |
4,685 |
Fair values are provisional as subject to management estimations at the reporting date.
The total consideration was £8,891,000. This comprised £8,391,000 in cash and £500,000 represented by the issue of new Flowtech Fluidpower plc ordinary shares at a value of 1.70p each. The premium on share issue arising of £354,000 has been credited to the merger relief reserve.
Acquisition costs amounting to £92,000 have been recognised as an expense in the Consolidated Income Statement as part of separately disclosed administration costs.
Goodwill of £4,685,000 is primarily related to expected future profitability, expected cost synergies, the substantial skill and expertise of its workforce and technical know-how. Goodwill for Balu Limited has been allocated to the Flowtechnology operating segment and is not expected to be deductible for tax purposes.
An intangible asset of £1,077,000 has been provisionally identified related to the brand identity Balu's subsidiary Beaumanor Limited. The estimated useful life has been determined as ten years based on the expected future cash flows that it would generate in arriving at their fair value. The components of the brand considered in the valuation comprised the website, catalogue and awareness of brand in the industry. Sales growth over the ten-year period has been assumed to be 1.9%. Amortisation of brand identity is not expected to be deductible for tax purposes. An intangible asset of £157,000 has been provisionally identified related to the customer relationships of Balu's subsidiary Derek Lane and Co Limited. The estimated useful life has been determined as ten years based on the expected future cash flows that they would generate in arriving at their fair value. The customer relationships considered in the valuation comprise the sales to significant customers. Long term sales growth over the ten-year period has been assumed to be 1.0% with an attrition rate of 3.0% for customers. Growth and attrition rates are based on management experience and expectations. Amortisation of customer relationships is not expected to be deductible for tax purposes.
Fair value adjustments
The value of property, plant and equipment has been decreased by £298,000 based on market valuations at the time of acquisition.
The book value of inventories acquired was increased by £828,000 to reflect its estimated fair value, as required by IFRS 3 - Business Combinations. At 31 December 2018, the inventory related to £382,000 of this increase had been sold. Accordingly, the gross profit margin recorded was £382,000 lower than it would have been had the inventory been recorded at its book value on acquisition.
The value of debtors has been decreased by £90,000 to reflect the alignment of the company's debtor provisioning policy with that of the Group.
The value of provisions has been increased by £35,000 to reflect a provision for dilapidation costs relating to properties leased by the Company.
Balu Limited generated a profit after tax of £1,044,000 for the nine months from 19 March 2018 to the reporting date. If Balu Limited had been acquired on 1 January 2018, revenue for the Group would have been £113,511,000 and profit after tax for the year would have increased by £181,000.
Summary aggregated financial information on Balu Limited for the period from 1 January 2018 to 19 March 2018 when it became a subsidiary:
|
2018 Unaudited £000 |
|
|
Revenue |
2,460 |
Profit |
181 |
Profits post acquisition are stated after deducting intercompany recharges of £267,000.
9. EQUITY |
The share capital of the Company consists only of fully paid ordinary shares with a nominal value of 50p per share. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at Shareholders' meetings of the Company.
|
Number |
£000 |
Allotted and fully paid ordinary shares of 50p each at 31 December 2018 |
60,920,383 |
30,460 |
Shares authorised for share-based payments |
6,666,667 |
3,333 |
Total shares authorised at 31 December 2018 |
67,587,050 |
33,793 |
|
Number |
£000 |
Allotted and fully paid ordinary shares of 50p each |
|
|
At 1 January 2018 |
52,818,997 |
26,409 |
Shares issued |
6,470,589 |
3,235 |
Shares issued in respect of exercise of employee share options |
926,841 |
464 |
Shares issued in respect of loan to Employee Benefit Trust |
366,644 |
184 |
Shares issued in respect of acquisition |
292,942 |
146 |
Shares issued in respect of settlement of deferred consideration |
43,780 |
22 |
At 31 December 2018 |
60,920,383 |
30,460 |
10. NET CASH FROM OPERATING ACTIVITIES
|
2018 Unaudited £000 |
2017 Audited £000 |
Reconciliation of profit before taxation to net cash flows from operations |
|
|
Profit from continuing operations before tax |
6,923 |
6,039 |
Depreciation |
941 |
640 |
Financial income |
(11) |
(6) |
Financial expense |
766 |
581 |
Profit on sale of plant and equipment |
(9) |
(3) |
Amortisation of intangible assets |
1,040 |
768 |
Cash settled share options |
(23) |
(415) |
Equity-settled share-based payment charge |
191 |
272 |
Change in amounts accrued for contingent consideration |
264 |
229 |
Operating cash inflow before changes in working capital and provisions |
10,082 |
8,105 |
Change in trade and other receivables |
(1,509) |
(823) |
Change in stocks |
(844) |
(931) |
Change in trade and other payables |
(2,843) |
1,922 |
Change in provisions |
(23) |
(63) |
Cash generated from operations |
4,863 |
8,210 |
Tax paid |
(1,073) |
(1,610) |
Net cash generated from operating activities |
3,790 |
6,600 |
11. SUBSEQUENT EVENTS
There are no material adjusting or non-adjusting events subsequent to the reporting date.
12. ANNUAL GENERAL MEETING |
The Annual General Meeting will be held on 5 June at 10am at our head office, Flowtech Fluidpower plc, Bollin House, Bollin Walk, Wilmslow SK9 1DP.
13. ELECTRONIC COMMUNICATIONS |
The full Financial Statements 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 4 May 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, Flowtech Fluidpower plc, Bollin House, Bollin Walk, Wilmslow SK9 1DP or email to info@flowtechfluidpower.com.
FORWARD-LOOKING STATEMENTS
These Preliminary results were approved by the Board of Directors and authorised for issue on 15 April 2019. This document contains certain forward-looking statements which 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.