2014 Preliminary Results

RNS Number : 7537J

Trifast PLC

17 June 2014

 



Date: Tuesday, 17 June 2014

TRIFAST PLC

("Trifast" "Group" or the "Company")

2014 Preliminary Results

"The Group performed strongly last year and started the current financial year on a similar trend.  Couple this with the acquisition of Viterie Italia Centrale Srl ("VIC") and the other underlying opportunities around, we are confident this all provides a solid base and confidence that will underpin and deliver TR's future performance."

HIGHLIGHTS	Year ended 31 March 2014	Year ended 31 March 2013	change
Ø Group revenue	£129.78m	£121.54m	+7%
Ø Underlying operating profit*	£9.70m	£7.97m	+22%
Ø Underlying profit before taxation*	£9.16m	£7.25m	+26%
Ø Operating profit	£9.41m	£7.16m	+31%
Ø Profit before tax	£8.87m	£6.44m	+38%
Ø Earnings per share: -Basic -Adjusted diluted*	6.08p 5.95p	4.39p 4.73p	+38% +26%
Ø Dividend - final proposed                  - total for year	1.00p 1.40p	- 0.80p	+75%
Ø Strong cash generation, up 50% y-o-y	£11.83m	£7.87m	+50%
-Cash conversion	109.5%	85.3%
Ø Net cash / (borrowings)	£2.03m	(£5.20m)
Ø Return on Capital (ROCE)	16.3%	12.1%
*pre IFRS2 charge and intangible amortisation
Ø Impressive track record in Total Shareholder Return and increasing market cap from below £10m in 2009 to over £141m on 12 June 2014 Ø 40% of revenue coming from Multinational OEMs- focus on accelerating the growth within this sector of the business Ø Strong performance across the globe: organic growth 'hotspots' developing across Asia, Europe and US, whilst our ongoing 'self-help initiatives' continue to make material improvements around the business particularly gross margins - thus providing tangible impetus to our ongoing financial progress Ø Training our people -'up-skilling' - adding value and expertise to have the ability to cross sell around the Group Ø Adding value through the recruitment of highly skilled applications engineers as TR grows its automotive output Ø TR's Branded and specialised products growth trend continues Ø Management confident that the combination of strategic and dynamic business streams are not only driving TR's current organic growth, but will continue to do so for the foreseeable future; however, as the fastener supply sector remains highly fragmented, there is ample scope for consolidation by acquisition Post year end:  Ø Largest acquisition to date - VIC, enhancing TR's offering and European footprint; also complementary and  significantly strengthens TR's presence in the domestic appliance market whilst offering cross selling opportunities in our existing electronic and automotive Tier 1 markets Ø Promotion from Fledgling to the FTSE Small-cap and FTSE All-share indices expected 23 June 2014

Enquiries:
Trifast plc LSE Ticker: TRI	TooleyStreet Communications IR & media relations	Arden Partners plc Stockbroker & financial adviser
Today : [phone] (Arden) Malcolm Diamond MBE, Executive Chairman Jim Barker, Chief Executive Officer Mark Belton, Group Finance Director Thereafter: [phone]	Fiona Tooley, Director Today: Tel: [phone] Office: [phone] [e-mail]	Chris Hardie Katelin Kennish Tel: [phone]
The Results presentation is being held at 9.15am (UK time) today - further details can be obtained from TooleyStreet Communications Tel: [phone] or [e-mail]

Trifast plc

Preliminary Results

for the year ended 31 March 2014

CHAIRMAN'S & CHIEF EXECUTIVE'S STATEMENT

By Executive Chairman, Malcolm Diamond MBE and Jim Barker, Chief Executive

The Trifast Board, management and staff take pride in reporting an impressive track record of Total Shareholder Return (TSR) since early 2009, especially when compared to the two relevant FTSE indices shown below for the same period.

(See attached pdf link to Total Shareholder Return (TSR) since 2009 graphic )  

http://www.rns-pdf.londonstockexchange.com/rns/7537J_-2014-6-16.pdf

 

In March 2009, the share price was languishing at around 8p; during this year being reported, the share price traded between 57p and 87p giving a market capitalisation at 31 March 2014 of £94.6 million (1 April 2013: £61.7m).  As at the 12 June 2014 the Group's share price closed at 127p, thus taking the market capitalisation from below £10 million in 2009 to over £141 million.  This quantum leap in value is testament that our investors support our growth strategy and aspirations (recently underpinned with our largest acquisition in history which extends our offering and European footprint).  This together with reasonable ongoing share trading liquidity has enabled Trifast shares to be promoted from the Fledgling index to be included within the FTSE Small Cap Index and FTSE All-share indices, expected from 23 June 2014.  This inclusion widens the category of potential institutional investors.  We consider that our enhanced profile coupled with our tangibly progressive dividend policy has positioned us firmly within the investor fraternity, whilst providing powerful motivation to our entire workforce to drive the business even harder for the immediate and medium term future.

Business overview

Whilst pleased with this year's organic growth results, we have openly expressed our objective to accelerate expansion by strategic acquisitions; we have also committed to applying strict criteria to the structure and current/potential performance of selected targets.  Although at any one time there is always at least one target under scrutiny, our selectivity clearly restricts our commitment to finalising a transaction; however, there are sufficient opportunities in our market for us to remain confident that continuing our search remains entirely legitimate.

This search for the 'right' acquisition has been highly active over a two year period since acquiring PSEP in Malaysia at the end of the 2011 calendar, and post the financial year end culminated in extending our business through the acquisition of Viterie Italia Centrale Srl ("VIC") in Italy which we completed on 30 May 2014.  (More detail about this business will be included in the forthcoming Annual Report).

Meanwhile, our ongoing 'self-help initiatives' continue to make material improvements around the business particularly with gross margins - thus providing tangible impetus to our ongoing financial progress.

Where our organic growth 'Hotspots' are developing:

Ø Asean Region (comprises Singapore, Malaysia, Thailand, Vietnam, Philippines and Indonesia)

The Asean Free Trade Area ("AFTA") is now revealing opportunities for TR as new factory investments are starting to favour the region, sometimes as an alternative to China.  Part of local government incentives depend on the requirement for new participating beneficiary companies to source a minimum of 40% of materials and components from within the AFTA region.  TR has two fastener factories in Malaysia and one in Singapore, thus providing a steady flow of potential new assembly customers moving into the region - sometimes from China.

For this reason, TR has strengthened personnel resources by setting up a subsidiary in Thailand and has registered for VAT in order to allow local currency invoicing.  Our main sector targets are automotive (two and four wheel) and electronics (mainly consumer).

Ø Taiwan

Our operation in this region, Special Fasteners Engineering Co Ltd ("SFE") is already a strategic supplier to fastener distributors in Europe and the USA plus TR Fastenings as a group.  Due to competitive pricing, quality and service for manufacturing specialised components, SFE is enjoying both full capacity and sufficient Return On Capital Employed ("ROCE") to actively seek opportunities to increase capacity of both buildings and plant, and these initiatives have gained full Trifast Board support.

Ø Shanghai

Following extensive product and engineering training from TR colleagues in Europe last year, our Shanghai team (TR Formac) is gaining increasing business from sister plants of our existing automotive Tier 1 customers who are already long established with TR within Europe.  This validates one of our core growth strategies set five years ago to develop global multinational assembly customers that we can follow from country to country.  The rising cost-driven trend for the major car manufacturers to establish 'global platforms' (the most costly component to developing the main floor pan) for example, the new imminent Ford medium saloon broadens our opportunities to offer common platform components, such as reclining seat bolts on a global basis ultimately to plants in Asia, Europe and the USA where uniformity of price, quality and availability is a minimum requirement to gain orders.

Shanghai is also gaining the benefit from mobile phone base station renewals as 4G technology supplants 3G, where the hardware is substantially different.

Our forecasting for the next three years reflects our confidence in the ongoing growth from both automotive and electronics sector dynamics within China.

Ø Singapore

Despite being in a high-cost country, TR Formac Pte Singapore continues to deliver strong margins, and for this reason our earlier thoughts of transferring the manufacturing facility across the border to Malaysia have been discounted as we now focus on new customer potential around the AFTA region, with particular emphasis on South Korea and Thailand.

Ø Malaysia

PowerSteel & Electroplating Works SDN (Bhd) ("PSEP") continues to expand its capabilities with high tech larger components as a key resource within TR, especially to automotive customers.  Sales activity is now beginning to embrace Thailand as a key future potential market opportunity.

In order to prepare for anticipated expansion of demand for safety critical automotive components in the region, approval has been given for investing in an additional new large diameter cold forging machine to be installed.

This £1 million machine is a 'Best of Breed' multi-stage parts former weighing 42 tonnes.  Manufactured in Japan this investment will provide a quantum leap in our production capability with regard to complexity and accuracy of customised components.

Ø USA

Our relatively new Houston location for TR Fastenings Inc., continues to expand its resources, both with extra personnel and enlarged warehousing; we anticipate that there will be a year of consolidation in order to service the emergence of automotive opportunities arising from the increasing globalisation of component specification where TR already is supplying sister plants in Europe and Asia.

Ø UK and mainland Europe

Following on from an excellent performance in the year under review, all of our UK, Ireland and mainland European business teams expect this trend to continue, driven substantially by automotive new model production start dates running from mid-2014 into 2015 as a result of exhaustive work involving concept and application engineering, estimating, quoting, prototyping and component testing undertaken as far back as winter 2012.  Although the development cycle of new specifications can be as long as two years or more before production invoicing commences, these types of contracts tend to run for the lifetime of the vehicle, typically five to seven years.  As a result, this restricts competitive activity to a relatively limited number of fastener suppliers who have the financial and engineering resources to cope with this level of complexity and delay, and even less, who can offer support on a global scale.  We believe that this limited choice of alternatives to TR has, and continues to contribute to our organic growth.

TR Sweden had a particularly good year in terms of sales growth, profit and cash generation.  This was in both the automotive and telecoms sectors, and TR Holland likewise enjoyed sales growth both in automotive and domestic appliances, whilst TR Hungary's growth has been predominantly in electronics.

The only division that has struggled is TR Norway, mainly due to the demise of traditional business emigrating to lower cost countries.  However, much preparatory work has been done both on the supply and sales side to develop our business into the oil and gas industries which are so prevalent in the Norwegian economy; this new diversification is also proving to be relevant to our Scottish and Houston teams.  We expect this sector focus switch to begin yielding both revenue and profit positive results by mid-2015.

Meanwhile, the electronics and white goods sectors show tangible evidence of recovery within Europe, which TR should benefit from, due to its strong presence in the electronics sector and the recent acquisition of VIC which operates predominantly in the white goods sector.

'Continuous improvement'

In last year's Report we highlighted the focus on sales, profit and cash, and also the adoption of the 80/20 Pareto Principle by each of the fifteen UK and Mainland Europe business team locations.  This has been a major contributor to the profitability and cash generation improvement across all of these business teams and now a constituent part to our routine operational disciplines and processes.  This concept that '80% of our results come from 20% of our activity' has been widely accepted and is part of our induction and training programmes for everyone in the business.

It was also indicated that more Sales Applications Engineers would be recruited; since then, we have added four new and experienced experts to the global automotive team.  With clear geographic segmentation and targeted Product category sales activity these developments and strategy rollout are reflected in this year's results.  The product launch of Plastic fasteners as a stand-alone new sector has proven very successful and has become a meaningful part of our growth strategy that is measured and reported to the Board on a monthly basis.

Ongoing margin improvement has been achieved by innovative Group sourcing policies, key vendor consolidation and freight and packaging efficiencies.  Further software enhancements to our global sales enquiry portal during last year is enabling all new major Group potential contracts to be monitored at Board level at the time of quoting.  This is a risk management process to ensure that our teams resist any price pressure that could result in them being tempted to apply sub-optimal margins in order to gain an order more easily.  This direct 'power of veto' has been the main driver behind cost modelling enhancements and improving buy/sell margins with major OEM customers.  Our mission is to sell 'total installed cost reduction', whilst the actual component price is usually only a small part of that equation.

It is for this reason that our marketing strategy for large volume OEM assemblers has been focused on senior management who are in a position to calculate the indirect costs of Goods In processing and storage, deployment of components to the line, the cost of shortages and quality issues to production continuity, and the benefits of TR engineers assisting in new product optimum design and application. Whereas the procurement personnel are invariably only measured on price, which during the recent prolonged five year downturn has forced many component producers out of business.  The irony that is developing, as recovery now slowly builds momentum, is that there are clear signs of restricted capacity in some component sectors, thus inevitably replacing the focus on lowest price with best availability.  It is for this reason that the board consider further investment in production capacity is timely.

Management development and succession planning is progressing on two levels.  The TR Fastenings UK Board that was established in June 2013 has met regularly and proven effective in co-ordinating the key functions of sales, inventory management, finance, quality, HR and IT.  The Management Development Programme for all UK and European Business Unit Managers is providing the dual benefit of improving overall business skills and awareness whilst at the same time enhancing the teamwork across numerous locations, an essential requirement for effectively supporting sister plants of multinational OEMs where consistency of service, quality and price is a minimum in gaining preferred vendor status.

Group strategic overview

The global fastener market has been estimated to exceed £25 billion per year and growing at a CAGR of 5% until 2022; therefore, current market share for Trifast is not a fundamentally relevant metric, but nevertheless clearly points to the huge opportunities ahead for growth by marketing our relatively unique combination of low cost/high quality manufacturing, global logistics resources and engineering design and application - predominantly to global OEMs.

Although supplying multinational OEMs is our foundation business model that currently yields 40% of Group revenue, this strategy is underpinned by five additional target markets (previously described as 'strings to our bow').

These are:

·      TR Branded products (specialised components for sheet metal, PCBs and plastic mouldings) supplied mainly to distributors in the UK, Europe and the USA

·      TR Direct - standardised 'off the shelf' fasteners for next day delivery to OEMs in the UK

·      Lancaster Fastener Company - expanding range of catalogued standard and specialised fasteners for next day delivery to distributors in the UK, Europe and beyond

·      Plastic fasteners and spacers for global OEMs - available both from inventory and to customer specification

·      Manufacturing licences acquired for specialised highly engineered large volume fastener applications for automotive and electronics OEM multinationals

The Management team is confident that this combination of strategic and dynamic business streams is not only driving our current organic growth, but will continue to do so for the foreseeable future; moreover, as the fastener supply sector remains highly fragmented, there is ample scope for consolidation by acquisition.

Following the successful acquisition of Malaysian based PSEP in December 2011, the Board has committed to the ongoing search for additional earnings enhancing acquisitions that deliver both a cultural and strategic fit with TR.  During the year, we engaged closely with two opportunities, one a European distributor and the other, a US based manufacturer.  Although both were eminently strong culturally and strategically, unfortunately, after due diligence was undertaken, we failed to complete the transactions on the basis of current profitability and inadequate strategic and tactical resources for forward profit growth.  We are very clear in openly declaring that we do not want to risk investor funds with turnaround requirements where either there is a lack of current operational profitability or competent incumbent management in order to financially justify growth by acquisition.  Our search has continued for targets that 'add value' for minimal risk.

Post financial year end acquisition

Following extensive research and individual assessments of potential targets as explained above, shareholder approval was granted on the 30 May 2014 for completion on the Class 1 acquisition of Viterie Italia Centrale Srl in Italy (normally referred to as VIC).  Summarising the key facts relating to VIC, below is an extract from our RNS announcement released from the London Stock Exchange on Tuesday, 6 May 2014:

Ø VIC is complementary to the Group's business model and significantly strengthens TR's presence in the domestic appliance market whilst also offering TR additional opportunities in existing electronic and automotive Tier 1 markets

Ø Funded from a new bank facility and minimal dilution arising from the allotment of consideration shares to the vendor

Ø A technological innovator, VIC is utilising its 'know-how' and customised approach in fastening applications gained from its leading position in the white goods industry and taking it into different markets, including the automotive and electronics sectors

Ø VIC has grown rapidly through integration and diversification of its product since its formation in 1964

Ø VIC offers tailor-made solutions and a highly efficient logistics service to a strong customer base

Ø Long-standing relationships and key customers encompass Europe's leading manufacturers of white goods, including Indesit, Whirlpool, Electrolux, Elica, BSH Bosch and Siemens

Ø VIC's operational management team will benefit from Trifast's global sales and marketing resources

Ø Acquisition will extend the Group's customer base as well as increasing TR's overall business with limited overlap

Ø Significant opportunity to grow the enlarged business consistent with Trifast's strategy and grow the combined businesses by selectively investing in new facilities, plant and machinery

Ø VIC will form a key additional part of Trifast's future expansion by providing an additional competitive manufacturing facility in Europe to complement the Group's existing resources in Asia

Ø VIC will be earnings enhancing, self-managing without the need for synergies

The feedback on this transaction has been extremely positive, with highlights being the logical strategic fit, the immediate earnings enhancement, the broadening of our domestic appliance customer sector and the introduction of major manufacturing capability into Europe - thus offering short lead times and protection from EU anti-dumping threats in the future.  This clearly had a positive impact on the share price.

It's all about our people

Our Board of Directors is under no illusions as to what is driving us forward in size, capability and profit, and so for that reason, we are in awe of what our TR management and their teams are achieving, and so offer our heartfelt appreciation and thanks for their unflinching efforts and 'can do' attitude.

We welcome also our new colleagues in Italy to the TR portfolio - we were delighted to receive resounding support from our investors at the end of May to enable us to complete the acquisition - we look forward to working with the team, sharing ideas, skills and resources.

Outlook

The Directors are pleased to report that the business is continuing to benefit from the uplift in economic confidence and manufacturing output, this is being seen across a number of our key sectors and across our business units.  TR's focus on overhead control remains key whilst also balancing our investment for future growth; cash management continues to be highly effective and the balance sheet remains strong.  We will continue to pursue opportunities to add geographic coverage, product range and customers to the TR footprint.

The Group entered this new financial year with confidence and enthusiasm; to date, underlying organic growth has been encouraging and this has been bolstered by the introduction of VIC into the Group and the opportunities that this brings. 

Management remains confident that we can continue to deliver another strong performance and we look forward to keeping all stakeholders updated with our progress.

16 June 2014

Trifast plc

Preliminary Results

for the year ended 31 March 2014

2014 FINANCE REVIEW

By Mark Belton, Group Finance Director

TR's KPI objectives set		Results delivered by: March 2014
·      Increase revenue, organically & acquisitively	√	+ 7% Organic growth
·      Increase profitability	√	+26%
·      Ongoing margin enhancement	√	Increase to 7.5%
·      Maintain positive cash generation	√	+50% y-o-y
·      Build on Return on capital (ROCE)	√	Uplift  to 16%
·      Increase Earnings per Share	√	+26%
·      Broaden the skills of management and staff	√	The development and implementation of a new training matrix, succession planning and Apprentice schemes modules

It gives me great pleasure to report that we have had another successful year, building on the strong, solid foundations laid down in the previous years.  In summary:

Ø all our target KPI's delivered, with top line Revenue growth

Ø strong overhead control contributed to a significant increase in underlying profitability to £9.2million (2013: £7.3m)

Ø increase in net operating margins to 7.5% (2013: 6.6%)

Ø cash generation was particularly impressive with operating cash flows of £11.8 million up 50% on prior year

Ø cash conversion rate in excess of 100%

Ø ROCE improvement reflects the increase in operating profit and the Group's success in cash generation, which by March reflected a positive net cash position

Ø adjusted diluted earnings per share rose by 26% to 5.95p (2013: 4.73p)

Revenue

The Group's key regions can be analysed as follows:-

Continuing operations	Full Year 31 March 2014	Full Year 31 March 2013	% Increase
Revenue
UK	£63.24m	£57.26m	10.4%
Asia	£38.36m	£38.85m	(1.3%)
Europe	£25.36m	£22.91m	10.7%
USA	£2.82m	£2.52m	11.9%
Total for the year	£129.78m	£121.54m	6.8%

UK, Europe and USA all showed strong, organic growth in excess of 10%.  UK continues to benefit from the resurgence from the Automotive Sector as well as the general macro-economic outlook.  Holland and Sweden also benefitted from the growth in automotive, whereas Hungary grew by 18% on the back of its electronic sales.  Within Asia, although revenue was down 1.3%, this part of our business delivered an impressive performance which included 'back-filling' the end of two sizeable component supply contracts, which we highlighted in last year's Annual Report and delivering a set of results which was adversely affected by the weakening of the Asian currencies. Malaysia's currency for instance, weakened by 16% against Sterling, Singapore 11%, China 10% and Taiwan 12% respectively.  The effect of this was a reduction in Asian revenue of £0.89 million; at constant currency the result would have shown a small growth for the Asian region.  Despite this foreign exchange impact on revenue, the Asian profitability has witnessed strong growth as shown below.

Underlying operating results

The underlying operating result across the TR represented regions can be analysed as follows:-

Continuing operations	Full Year 31 March 2014	% of sales	Full Year 31 March 2013	% of sales	% Increase
Underlying operating result
UK	£5.46m	8.6	£4.13m	7.2	32.2%
Asia	£5.27m	13.7	£4.41m	11.4	19.5%
Europe	£1.73m	6.8	£1.11m	4.8	55.9%
USA	£0.25m	8.9	£0.30m	11.9	(16.7%)
Central costs	(£3.01m)	(2.3)	(£1.98m)	(1.6)
Total before financing costs	£9.70m	7.5	£7.97m	6.6	21.7%
Net financing costs	(£0.54m)		(£0.72m)
Total underlying profit for the year	£9.16m	7.1	£7.25m	6.0	26.3%
Separately disclosed items	(£0.29m)		(£0.81m)
Profit before tax	£8.87m	6.8	£6.44m	5.3	37.7%

With the exception of USA, which has been investing in additional resources to support their potential future growth, the other regions have showed respective increases in their operating margins.  Underlying operating profit was up by 21.7% to £9.70 million, which has been achieved by increasing gross profit margins by 170pbs to 27.7% (2013: 26.0%), whilst maintaining overheads at around 20% of revenue and an average headcount increase of only 1%.

Net financing costs fell by a quarter to £0.53 million (2013: £0.72m) reflecting the reduction in gross debt in the UK and Asian regions.

Overall this resulted in an increase in underlying profit before tax of £9.16 million (2013: £7.25m) representing 7.1% of revenue (2013: 6.0% of revenue). 

Taxation

Taxation in the period was £2.28 million (2013: £1.73m), which equates to an Effective Tax Rate (''ETR'') of 25.6% (2013: 26.9%) - the decrease being assisted by the reduction in the UK tax rate.  The Group's blended tax rate based on the geographical regimes was 20.9% (2013: 21.3%).

Balance sheet

Despite the Group's increase in retained profit during the period, the net assets were only marginally up by 2.1% to £61.67 million (2013: £60.42m), as foreign exchange translation, largely resulting from the weakening Asian currencies reduced the Group's assets by £5.08 million.  This consequently also impacted working capital which, as a percentage of sales, reduced significantly during the year from 30% to 26%, resulting in a positive effect on Operating cash flow.

Cash generated from operations in the period was £11.83 million (2013: £7.87m) with net cash generated of £10.02 million (2013: £6.44m).

There was a decrease in the Group's property, plant and equipment to £11.83 million, (2013: £13.36m) which represents 11.4% of the Group's total assets.  Intangible assets reduced to £16.96 million (2013: £18.37m). 

The monitoring of inventory levels remains a priority and at the end of the year being reported, levels were consistent with the previous year at £30.57 million (2013: £30.44m).  Net stock weeks were 19.1 (2013: 20.2).  Debtor days improved slightly at 65 days (2013: 67).  Total bad debt charge for the year was £0.15 million (2013: £0.29m).

Modest capital expenditure of £0.84 million, predominantly within our Asean operations was at similar levels to last year.  It is envisaged that during this current financial year ending 2015 further increased investment will be made, particularly at our Taiwanese and Malaysian sites.

Cash flow

	Full Year 31 March 2014	Full Year 31 March 2013
Adjusted EBITDA*	£10.80m	£9.23m
Adjusted working capital changes	£1.03m	(£1.36m)
Adjusted operating cash flows	£11.83m	£7.87m
Cash conversion	109.5%	85.3%
Net capital expenditure	(£0.83m)	(£0.85m)
Taxation paid	(£1.81m)	(£1.43m)
Net interest	(£0.53m)	(£0.72m)
Adjusted free cash flow	£8.66m	£4.87m
Deferred consideration / Acquisition consideration	-	(£1.39m)
Proceeds from shares issued	£0.08m	£0.23m
Dividends paid	(£0.87m)	(£0.53m)
Net change in cash and cash equivalents	£7.87m	£3.18m
Net debt as at 1 April	(£5.20m)	(£8.41m)
Effect of exchange rate on net debt	(£0.64m)	£0.03m
Net debt as 31 March	£2.03m	(£5.20m)

*pre IFRS2 charge and intangible amortisation

Group net cash balances as at 31 March 2014 were £15.50 million (2013: net cash £10.55m) of which, £12.22 million was held in foreign currencies (2013: £9.47m).  Net debt at the beginning of the financial year stood at £5.20 million; at the year end the Group was in a net cash position of £2.03 million and Gross debt fell by £2.28 million to £13.47 million (2013: £15.75m).

With no gearing at the period end, the Group has been able to leverage up in order to complete and finance its recent move into Italy, more details can be read below (2013: gearing 8.6%).

Post balance sheet event

On 30 May 2014, the Group acquired the entire issued capital stock of Viterie Italia Centrale Srl ("VIC") for an aggregate consideration of €27.00 million (£22.50 million). 

The consideration for the Acquisition comprised €24.15 million (£20.12 million) payable in cash on completion of the Acquisition and €2.85 million (£2.38 million) to be represented by the issue and allotment of 3,000,000 shares of 5 pence each in Trifast plc, subject to adjustment in the event that the agreed level of working capital was not left in VIC at completion.  Under Italian law, the capital stock of VIC is represented solely by 'quotas' rather than shares, and Trifast will be purchasing the entire issued capital stock of VIC.

In addition, it was agreed that a further payment may become due to the vendors of VIC (the "Vendors") depending on the performance of VIC over the twelve month period ending on 31 December 2014.  If VIC generates a post-tax profit (as defined in the Acquisition Agreement) for the year ending 31 December 2014 which exceeds €3,000,000, then for each €1 above this sum an additional €5 is payable to the Vendors, subject to a maximum amount of €5,000,000.  This sum would be paid once the post-tax profit has been calculated in accordance with the Acquisition Agreement.  Until such time as these additional monies have been paid in accordance with the Acquisition Agreement, any warranty or indemnity claims can be off-set (if proved or settled) against monies due to be paid, and if any claim is not settled or resolved an amount can be withheld from the monies paid until this matter is resolved.

The cash element of the consideration is funded from a new bank facility, details of which are set out further below.

VIC had net assets and gross assets as at 31 December 2013 of €17.89 million and €31.88 million respectively.  A summary of the trading results for VIC as extracted, without material adjustment, from the VIC historical financial information is set out below.

Year ended 31 December 2013
Revenue	€27.07m
Gross profit	€7.90m
Profit before tax	€5.42m
Total assets	€31.88m
Net cash	€2.30m
Total equity	€17.89m
Note: Full details of the acquisition are contained in the Class 1 Circular issued to shareholders on 6 May 2014, a copy of which can be found on both our IR website and lodged at the National Storage Mechanism ('NSM').

Group Banking

The Group had combined facilities within the UK of £23.30 million at 31 March 2014 and the business traded well within its facilities and covenants.

In May 2014, the Group agreed new additional banking facilities with HSBC, comprising:-

·      a term loan facility of up to €25.00 million ("Facility A") used to fund the acquisition of VIC; and

·      a multi-currency revolving credit facility ("RCF") of up to £10.00 million ("Facility B"), replacing the existing £5.00 million RCF.

The obligations of Trifast under Facility A and Facility B (the 'Facilities') are guaranteed by the UK non-dormant subsidiaries of the Company.

Facility A is repayable in semi-annual instalments of €1.25 million on 31 October 2014, 30 April 2015, 31 October 2015, 30 April 2016 and 31 October 2016; then at the rate of €2.50 million payable on 30 April 2017, 31 October 2017, 30 April 2018 and 31 October 2018, with the final balance being payable on the date 5 years after date of the facility.

Interest on the Facilities is charged at the aggregate rate of LIBOR/EURIBOR plus a margin (initially 2.40 per cent), ratcheted from six months after drawdown in accordance with a formula incorporating the ratio of consolidated net debt of the Group against the consolidated EBITDA of the Group.

Return on capital employed

ROCE (being defined as EBIT / net assets + net debt) remains a key driver, therefore it is pleasing to report that this has increased to 16.3% (2013: 12.1%) reflecting the increase in operating profit and the Group's success in cash generation, giving the Group a net cash position at the period end.

Earnings per share

The adjusted diluted earnings per share (''EPS'') which in the Directors' opinion best reflects the underlying performance of the Group rose by 25.8% to 5.95p (2013: 4.73p).  Basic earnings per share increased by 38.5% to 6.08p (2013: 4.39p).

Dividend

Subject to Shareholder approval at the Annual General Meeting which is to be held on 18 September 2014, the Directors are proposing a final dividend of 1.00p per share.  This together with the interim dividend of 0.40p (paid on 18 April 2014) brings the total of the year to 1.40p an increase of 75% on prior year (2013: 0.80p).

The final dividend will be paid on 17 October 2014 to Shareholders on the Register at the close of business on 27 June 2014.  The Ordinary shares will become ex-dividend on 25 June 2014.

People

I would personally like to acknowledge the finance teams around the business who support and add value to the TR business teams by delivering timely information and analytics which assist them to improve their overall understanding of their performance.  I look forward to working with them all over the coming year.

16 June 2014

Consolidated income statement for the year ended 31 March 2014
	Note	2014	2013
		£000	£000
Continuing operations
Revenue	3	129,775	121,544
Cost of sales		(93,809)	(89,969)
		________	________
Gross profit		35,966	31,575
Other operating income		312	486
Distribution expenses		(2,927)	(2,732)
Administrative expenses before separately disclosed items	2	(23,655)	(21,358)
IFRS2 charge		(67)	(91)
Intangible amortisation		(221)	(331)
Restructuring costs		-	(389)
Total administrative expenses		(23,943)	(22,169)
		________	________
Operating profit		9,408	7,160
Financial income		85	45
Financial expenses		(619)	(763)
		________	________
Net financing costs		(534)	(718)
		________	________
Profit before tax	3,4	8,874	6,442
Taxation	5	(2,276)	(1,734)
		________	________
Profit for the period (attributable to equity shareholders of the Parent Company)		6,598	4,708
		___	______
Earnings per share (total)
Basic	13	6.08p	4.39p
Diluted	13	5.76p	4.18p

Statements of comprehensive income for the year ended 31 March 2014
		Group
		2014	2013
		£000	£000
Profit for the year		6,598	4,708
Other comprehensive income:
Foreign currency translation differences		(5,083)	2,167
Other comprehensive income recognised directly in equity net of income tax		(5,083)	2,167
		________	________
Total comprehensive income recognised for the year (attributable to the equity shareholders of the Parent Company)		1,515	6,875
		________	___

Consolidated statement of changes in equity for the year ended 31 March 2014
	Share Capital	Share Premium	Translation Reserve	Retained Earnings	Total Equity
	£000	£000	£000	£000	£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 income:
Foreign currency translation differences	-	-	(5,083)	-	(5,083)
Total other comprehensive income	________ -	________ -	________ (5,083)	________ -	________ (5,083)
	________	________	________	________	________
Total comprehensive income recognised for the year	-	-	(5,083)	6,598	1,515
	________	________	________	________	________

Transactions with owners, recorded directly in equity
Issue of share capital Share based payment transactions Dividends (Note 12)	23 - -	61 - -	- - -	- 513 (867)	84 513 (867)
Total transactions with owners	________ 23	________ 61	________ -	________ (354)	________ (270)
Balance at 31 March 2014	________ 5,435	________ 18,488	________ 6,888	________ 30,856	________ 61,667
	________	________	________	________	________

Consolidated statement of changes in equity for the year ended 31 March 2013
	Share Capital	Share Premium	Translation Reserve	Retained Earnings	Total Equity
	£000	£000	£000	£000	£000
Balance at 31 March 2012	5,343	18,263	9,804	20,078	53,488
Total comprehensive income for the year:
Profit for the year	-	-	-	4,708	4,708
Other comprehensive income:
Foreign currency translation differences	-	-	2,167	-	2,167
	________	________	________	________	______
Total comprehensive income recognised for the year	-	-	2,167	4,708	6,875
	________	________	_______	________	______

Transactions with owners, recorded directly in equity
Issue of share capital	69	164	-	-	233
Share based payment transactions Dividends  (Note 12)	- -	- -	- -	360 (534)	360 (534)
Total transactions with owners	69	164	-	(174)	59
Balance at 31 March 2013	5,412	18,427	11,971	24,612	60,422
	________	________	________	________	________

Company statement of changes in equity for the year ended 31 March 2014
	Share Capital	Share Premium	Merger Reserve	Retained Earnings	Total Equity
	£000	£000	£000	£000	£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
	________	________	________	________	______

Transactions with owners, recorded directly in equity
Issue  of share capital	23	61	-	-	84
Share based payment transactions	-	-	-	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
	________	________	________	________	________

Company statement of changes in equity for the year ended 31 March 2013
	Share Capital	Share Premium	Merger Reserve	Retained Earnings	Total Equity
	£000	£000	£000	£000	£000
Balance at 31 March 2012	5,343	18,263	1,521	4,048	29,175
Total comprehensive income for the year:
Loss for the year	-	-	-	(674)	(674)
	________	________	________	________	______
Total comprehensive income recognised for the year	-	-	-	(674)	(674)
	________	________	________	________	______

Transactions with owners, recorded directly in equity
Issue of share capital	69	164	-	-	233
Share based payment transactions Dividends (Note 12)	- -	- -	- -	268 (534)	268 (534)
Total transactions with owners	69	164	-	(266)	(33)
	________	________	________	________	______
Balance at 31 March 2013	5,412	18,427	1,521	3,108	28,468
	________	________	________	________	________

Statements of financial position at 31 March 2014
			Note			Group		Company
						2014		2013		2014	2013
						£000		£000		£000	£000
Non-current assets
Property, plant and equipment						11,828		13,360		2,414	2,457
Intangible assets						16,959		18,366		-	-
Equity investments						-		-		33,551	33,551
Deferred tax assets						1,257		966		842	436
						______		______		______	______
Total non-current assets						30,044		32,692		36,807	36,444
						______		______		______	______
Current assets
Inventories			6			30,574		30,439		-	-
Trade and other receivables			7			27,665		27,248		1,531	1,422
Cash and cash equivalents			9			15,535		10,750		743	154
						______		______		______	______
Total current assets						73,774		68,437		2,274	1,576
						______		______		______	______
Total assets			3			103,818		101,129		39,081	38,020
						______		______		______	______
Current liabilities
Bank overdraft			9			31		195		3,700	6,048
Other interest-bearing loans and      borrowings			10			10,950		11,334		-	-
Trade and other payables			8			24,678		21,029		4,317	3,396
Tax payable						2,120		1,424		-	-
Provisions						124		700		-	104
						______		______		______	______
Total current liabilities						37,903		34,682		8,017	9,548
						______		______		______	______
Non-current liabilities
Other interest-bearing loans and borrowings		10				2,524		4,418		-	-
Provisions						938		701		-	-
Deferred tax liabilities						786		906		216	4
						_______		_______		_______	_______
Total non-current liabilities						4,248		6,025		216	4
						_______		_______		_______	_______
Total liabilities		3				42,151		40,707		8,233	9,552
						_______		_______		_______	_______
Net assets						61,667		60,422		30,848	28,468
						________		________		________	________
Equity
Share capital						5,435		5,412		5,435	5,412
Share premium						18,488		18,427		18,488	18,427
Reserves						6,888		11,971		1,521	1,521
Retained earnings						30,856		24,612		5,404	3,108
						_______		_______		_______	_______
Total equity		11				61,667		60,422		30,848	28,468
						________		________		________	________
	Statements of cash flows for the year ended 31 March 2014
					Note		Group		Company
							2014	2013	2014			2013
							£000	£000	£000		£000
	Cash flows from operating activities
	Profit/(loss) for the year						6,598	4,708	2,768		(674)
	Adjustments for:
	Depreciation, amortisation and impairment				3,4		1,323	1,586	57		56
	Financial income						(85)	(45)	(33)		(36)
	Financial expense						619	763	76		50
	Gain/(loss) on sale of property, plant and equipment and investments						26	(14)	-		-
	Dividends received						-	-	(5,843)		(1,619)
	Equity settled share-based payment charge/(credit)						67	91	(86)		76
	Taxation				5		2,276	1,734	134		108
							______	______	______		______
	Operating cash inflow/(outflow) before changes in working capital and provisions						10,824	8,823	(2,927)		(2,039)
	Change in trade and other receivables						(1,336)	(183)	44		(77)
	Change in inventories						(1,605)	839	-		-
	Change in trade and other payables						4,281	(969)	921		(43)
	Change in provisions						(339)	(638)	(104)		104
							______	______	______		______
	Cash generated from/(used in) operations						11,825	7,872	(2,066)		(2,055)
	Tax paid						(1,809)	(1,427)	-		(180)
							______	______	______		______
	Net cash from/(used in) operating activities						10,016	6,445	(2,066)		(2,235)
							______	______	______		______
	Cash flows from investing activities
	Proceeds from sale of property, plant    and equipment						12	18	-		-
	Interest received						85	45	33		36
	Acquisition of subsidiary, net of cash acquired						-	(1,389)	-		-
	Acquisition of property, plant and equipment						(838)	(869)	(14)		(3)
	Dividends received						-	-	5,843		1,619
							______	______	______		______
	Net cash (used in) / from investing activities						(741)	(2,195)	5,862		1,652
							______	______	______		______
	Cash flows from financing activities
	Proceeds from the issue of share capital					84		233	84			233
	Repayment of borrowings					(1,679)		(4,707)	-			(999)
	Payment of finance lease liabilities					(51)		(178)	-			-
	Dividends paid			12		(867)		(534)	(867)			(534)
	Interest paid					(619)		(763)	(76)			(50)
						______		______	______			______
	Net cash used in financing activities					(3,132)		(5,949)	(859)			(1,350)
						______		______	______			______
	Net change in cash and cash equivalents					6,143		(1,699)	2,937			(1,933)
	Cash and cash equivalents at 1 April					10,555		11,798	(5,894)			(3,961)
	Effect of exchange rate fluctuations on cash held					(1,194)		456	-			-
						______		______	______			______
	Cash and cash equivalents at 31 March			9		15,504		10,555	(2,957)			(5,894)
						______		_	______			_

Trifast plc

Notes to the Preliminary Statement

1.

Basis of preparation

The financial statements are prepared in Sterling, rounded to the nearest thousand.  They are prepared on the historical cost basis with the exception of certain items which are measured at fair value as disclosed in the accounting policies below. The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going 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 current and future periods. Judgements made by management in the application of IFRS that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in the 2014 Annual Report. A review of the business activity and future prospects of the Group are covered in the Chairman's and CEO's Statement and the Directors' Business Review.  The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Finance Review.  Detailed information regarding the Group's current facility levels, liquidity risk and maturity dates are provided in the 2014 Annual Report. Current trading and forecasts show that the Group will continue to be profitable and generate cash. The banking facilities and covenants that are in place provide appropriate headroom against our forecasts. Considering the current forecasts, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

2.	Underlying profit and separately disclosed items
			2014	2013
			£000	£000
Underlying profit before tax			9,162	7,253
Separately disclosed items within administrative expenses
IFRS 2 share-based payment charge			(67)	(91)
Intangible amortisation			(221)	(331)
Restructuring costs			-	(389)
Profit from continuing operations before tax			8,874	6,442

There were no separately disclosed items in 2014 other than the IFRS 2 share based charge and intangible amortisation in relation to customer relationships acquired through acquisitions in previous years.

Of the 2013 restructuring costs £0.19m refers to redundancy payments and associated costs in relation to compensation for loss of office for Seamus Murphy following his departure from the Board on 31 January 2013.  The remaining balance of £0.20m were further redundancies within the UK to drive the on-going efficiencies.

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 segment 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.  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 Mainland Europe: includes Norway, Sweden, Hungary, Ireland, Holland, and Poland USA: includes USA and Mexico Asia: includes Malaysia, China, Singapore, Taiwan, Thailand and India 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 2014	UK	Mainland        Europe	USA	Asia	Common Costs	Total
	£000	£000	£000	£000	£000	£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 tax						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)

March 2013	UK	Mainland        Europe	USA	Asia	Common Costs	Total
	£000	£000	£000	£000	£000	£000
Revenue
Revenue from external customers	57,258	22,912	2,519	38,855	-	121,544
Inter segment revenue	1,672	564	104	4,253	-	6,593
Total revenue	58,930	23,476	2,623	43,108	-	128,137
Underlying Operating result	4,135	1,108	295	4,411	(1,978)	7,971
	(471)	(1)	(1)	(195)	(50)	(718)
Net financing costs
Underlying Segment result	3,664	1,107	294	4,216	(2,028)	7,253
Separately disclosed items (see note 2)						(811)
Profit before tax						6,442
Specific disclosure items
Depreciation and amortisation	140	49	15	1,065	317	1,586
Assets and liabilities
Segment assets	34,071	10,448	1,362	51,401	3,847	101,129
Segment liabilities	(22,925)	(2,817)	(150)	(13,152)	(1,663)	(40,707)

There were no major customers that represent more than 10% of the revenue.

There was no material difference in the UK, Europe Mainland and USA regions between the external revenue based on location of the entities and the location of the customers. Of the Asian external revenue, £3.08 million (2013: £2.66 million) was sold into the American market and £5.54 million (2013: £5.64 million) sold into the European market.

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

4.	Expenses and auditor's remuneration
Included in profit for the year are the following:			2014	2013
			£000	£000
Depreciation			1,102	1,255
Amortisation of acquired intangibles Operating lease expense			221 2,342	331 2,330
(Profit) /loss on disposal of Fixed Assets			26	(15)
Forex (gain)/loss			(394)	250

Auditor's remuneration:
	2014	2013
	£000	£000
Audit of these financial statements	40	40
Audit of financial statements of subsidiaries pursuant to legislation	153	147
Other services relating to taxation	26	36
Other services supplied pursuant to such legislation	30	25
Other services relating to transaction services	175	-

5.	Taxation
Recognised in the income statement			2014	2013
			£000	£000
Current UK tax expense:
Current year			510	5
Adjustments for prior years			53	-
			_______	________
			563	5
			________	________
Current tax on foreign income for the year			1,603	1,192
Adjustments for prior years			15	114
			1,618	1,306
Total current tax			2,181	1,311
Deferred tax expense
Origination and reversal of temporary differences			49	434
Adjustments for prior years			46	(11)
			95	423
Tax in income statement			2,276	1,734

Tax recognised directly in equity	2014	2013
	£000	£000
Current tax recognised directly in equity	(41)	(69)
Deferred tax recognised in equity	(506)	(160)
Total tax recognised in equity	(547)	(229)

Reconciliation of effective tax rate ("ETR") and tax expense
	2014	ETR	2013	ETR
	£000	%	£000	%
Profit for the period	6,598		4,708
Tax from continuing operations	2,276		1,734
Profit before tax	8,874		6,442
Tax using the UK corporation tax rate of 23% (2013: 24%)	2,041	23	1,546	24
Tax suffered on dividends	115	1	174	3
Non-deductible expenses	247	3	231	4
IFRS2 share option credit	(4)	-	(10)	-
Deferred tax assets not recognised	(130)	(1)	(184)	(3)
Different tax rates on overseas earnings	(182)	(2)	(171)	(3)
Adjustments in respect of prior years	114	1	103	2
Tax rate change	75	1	45	-
Total tax in income statement	2,276	26	1,734	27

On 1 April 2013 the UK corporation tax rate reduced from 24% to 23%, resulting in a headline UK corporation tax rate for the year of 23%.  The UK government has reduced the UK corporation tax rate to 21% with effect from 1 April 2014 and to 20% with effect from 1 April 2015 and these reductions have been reflected in the measurement of deferred tax balances.

6.	Inventories
				Group
				2014	2013
				£000	£000
Raw materials and consumables				2,962	3,374
Work in progress				1,057	1,460
Finished goods and goods for resale				26,555	25,605
				30,574	30,439

7.	Trade and other receivables
		Group		Company
		2014	2013	2014	2013
		£000	£000	£000	£000
Trade receivables		26,330	25,872	-	-
Non trade receivables and prepayments		1,335	1,376	55	6
Amounts owed by subsidiary undertakings		-	-	1,476	1,416
		27,665	27,248	1,531	1,422

8.	Trade and other payables
		Group		Company
		2014	2013	2014	2013
		£000	£000	£000	£000
Trade payables		14,370	12,851	-	-
Amounts payable to subsidiary    Undertakings		-	-	2,589	2,593
Non-trade payables and accrued expenses		9,077	7,012	1,702	782
Other taxes and social security		1,231	1,166	26	21
		24,678	21,029	4,317	3,396

9.	Cash and cash equivalents/bank overdrafts
		Group		Company
		2014	2013	2014	2013
		£000	£000	£000	£000
Cash and cash equivalents per Statement of financial position		15,535	10,750	743	154
Bank overdrafts per Statement of financial position		(31)	(195)	(3,700)	(6,048)
Cash and cash equivalents per cash flow statements		15,504	10,555	(2,957)	(5,894)

10. Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group and Company's interest-bearing loans and borrowings. For more information about the Group and Company's exposure to interest rate and foreign currency risk.  (Further details will be contained in the 2014 Annual Report)
			Current		Non-Current
Initial Loan Value	Rate	Maturity	2014	2013	2014	2013
			£000	£000	£000	£000
Group
Asset based lending £18.30m (Maximum)	Base (+1.89% to 2.25%)	2015	9,504	9,675	-	-
Acquisition Term Loan S$15.11m	Fixed 3.14%	2016	1,441	1,604	2,522	4,411
Finance Lease Liabilities	Various	2013/14	5	55	2	7
			10,950	11,334	2,524	4,418
Total Group			10,950	11,334	2,524	4,418

Finance Lease Liabilities	Minimum Lease Payments	Interest	Principal
	2014	2014	2014
	£000	£000	£000
Less than one year	5	1	4
Between one and two years	2	-	2
	7	1	6

11.

Capital and reserves

Capital and reserves - Group and Company The translation reserve comprises all foreign exchange differences arising from the translation of foreign operations, as well as from the translation of liabilities that hedge the Company's net investment in foreign subsidiaries. The merger reserve has arisen under Section 612 Companies Act 2006 and is a non-distributable reserve. On 30 May 2014 the Company issued 3 million shares as part Consideration of the acquisition of VIC.

12. Dividends
During the year the following dividends were declared and paid by the Group:
	2014	2013
	£000	£000
Final paid 2013 - 0.80p (2012:0.50 p) per qualifying ordinary share	867	534
Interim paid* 2014 - 0.40 p (2013:nil p) per qualifying ordinary share	435	-
*the interim 2014 dividend was paid in April 2014	1,302	534

After the Balance sheet date a final dividend of 1.00p per qualifying ordinary share (2013:0.80p) was proposed by the Directors.

	2014 £000	2013 £000
Final proposed 2014 - 1.00p, (2013:0.80p) per qualifying ordinary share	1,087	867

13.	Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 31 March 2014 was based on the profit attributable to ordinary shareholders of £6.60 million (2013:£4.71 million) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2014 of 108,533,645 (2013:107,324,310), calculated as follows:

Weighted average number of ordinary shares	2014	2013
Issued ordinary shares at 1 April	108,230,910	106,867,708
Effect of shares issued	302,735	456,602
Weighted average number of ordinary shares at 31 March	108,533,645	107,324,310

Diluted earnings per share

The calculation of diluted earnings per share at 31 March 2014 was based on profit attributable to ordinary shareholders of £6.60 million (2013:£4.71 million) and a weighted average number of ordinary shares outstanding during the year ended 31 March 2014 of 114,485,387 (2013:112,586,386), calculated as follows:

Weighted average number of ordinary shares (diluted)	2014	2013
Weighted average number of ordinary shares at 31 March	108,533,645	107,324,310
Effect of share options on issue	5,951,742	5,262,076
Weighted average number of ordinary shares (diluted) at 31 March	114,485,387	112,586,386

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 were outstanding.

EPS (Total)	2014 EPS			2013 EPS
	Earnings £000	Basic	Diluted	Earnings £000	Basic	Diluted
Profit for the financial year	6,598	6.08p	5.76p	4,708	4.39p	4.18p
Separately disclosed items:
IFRS 2 Share option	67	0.06p	0.06p	91	0.08p	0.08p
Intangible amortisation	221	0.20p	0.19p	331	0.31p	0.29p
Restructuring costs	-	-	-	389	0.36p	0.35p
Tax charge on       adjusted items	(66)	(0.06p)	(0.06p)	(195)	(0.18p)	(0.17p)
Adjusted	6,820	6.28p	5.95p	5,324	4.96p	4.73p

The 'Adjusted 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.

14.

Preliminary announcement

The financial information contained in this Preliminary announcement which was approved by the Board of Directors does not constitute the Company's statutory accounts for the years ended 31 March 2014 or 2013.  Statutory accounts for 2013 have been delivered to the Registrar of Companies, and those for 2014 will be delivered following the Company's Annual General Meeting.  The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under 498(2) or (3) Companies Act 2006.

15.	Annual General Meeting
The Annual General Meeting will be held on 18 September 2014 at Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW.

16.

Report and Accounts

This Preliminary announcement has been prepared in accordance with the accounting policies adopted under IFRS.  This Statement is not being posted to shareholders.  The Report & Accounts for the year ended 31 March 2014, together with the Notice of Meeting will be posted to shareholders and uploaded to the National Storage Mechanism in due course. Further copies will be available on request by writing to: The Company Secretary, Trifast plc, Trifast House, Bellbrook Park, Uckfield, East Sussex, TN22 1QW, Email: [e-mail].  A copy will also be available online at www.trifast.com.

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.  The forward-looking statements 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.

 

END

 

 

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