Interim Results

Wednesday 27 February 2012 Avingtrans plc ("Avingtrans" or the "Group") Interim results for the six months ended 30 November 2012 Avingtrans plc, which designs, manufactures and supplies critical components and associated services to the aerospace, energy and medical sectors, today announces its interim results for the six months ended 30 November 2012. Corporate Highlights * Sale of Jena Tec to Kuroda of Japan for £12.4m cash net of debt to create focused business in Aerospace and Energy & Medical sectors * Acquisition of Aerotech Tubes for £1.9m, net of cash * Acquisition of PFW Farnborough assets completed post period end for £1.85m cash Financial Highlights * Revenue from continuing operations increased by 19% to £16.9m (H1 2012: £ 14.2m) * Order book of continuing businesses remains at record levels, driven by Aerospace * EBITDA of continuing operations was £1.1m (H1 2012: £1.0m) * Profit after tax was £6.5m (H1 2012: £0.7m), including £6.1m profit on disposal of Jena Tec * Fully diluted EPS (from continuing and discontinued operations) of 24.3 pence per share (H1 2012: 2.6 pence per share) * Cash generated from operations was £0.3m (H1 2012: £0.4m) * Following the disposal of Jena Tec, the Group ended the half year with net cash of £0.3m (May 2012: net debt of £8.4m) * Commitment to an enhanced dividend on achieving final results this year Highlights of Continuing Operations Aerospace grew robustly, with an increase in revenues of 25% * Long term agreements signed with existing and acquired customers, providing visibility of revenues, including: + £80m of revenue over 10 years with Rolls Royce + £20m of revenue over 10 years with key Aerotech Tubes customer + £25m of revenue over 10 years with Safran Aircelle, customer of PFW Farnborough * Another solid first half for C&H, with new capabilities in development for the second half * Composites made a loss, but also made good progress with the EU "Clean Skies" project * Commencement of "special processing" and pipe assembly production in China Energy and Medical division achieved breakeven overall in the first half * Metalcraft continued its steady recovery, with revenue up by 8% in the first half * Crown's markets remained tough, but losses were much reduced and prospects are improving Commenting on the results, Roger McDowell, Chairman, said: "Whilst the word transformation is overused in business terms it undoubtedly summarises the events at Avingtrans over the last few months. The sale of the Jena Tec business (for £12.4m, net of debt) and subsequent acquisitions of Aerotech Tubes and PFW Farnborough (at a combined cost of £3.75m), has created a Group clearly focused on two businesses (Sigma Components and Metalcraft), serving OEMs in clearly defined markets (Aerospace, Energy and Medical) with highly engineered components and services. "As a result we have a market leading position in the aerospace pipes niche and have recently secured three key long term agreements with major clients worth £ 125m of revenue over the next 10 years. With this strength of visibility we have once again concluded that we can commit to the payment of an enhanced dividend with the final results this year, rewarding our loyal investors for their continued support." Enquiries: Avingtrans plc tel. 01159 499 020 Roger McDowell, Chairman Steve McQuillan, Chief Executive Officer Stephen King, Chief Financial Officer Numis David Poutney (Corporate Broking) 0207 260 1000 Richard Thomas (Corporate Finance and Nominated Adviser) Newgate Threadneedle (Financial PR) 020 7653 9850 Josh Royston / Heather Armstrong About Avingtrans plc: Avingtrans has become a significant organisation in the design, manufacture and supply of critical components and associated services to global industrial markets from two divisions: aerospace and energy and medical. Aerospace Sigma Components- UK and China Sigma Components is a market leader in rigid and flexible pipe assemblies and components for prestigious aerospace customers such as Rolls Royce, Bombardier, Safran and Meggitt. Sigma also manufactures precision prismatic components and composite components for the aerospace industry from its purpose-built facilities in the UK and Chengdu, China. Sigma Components operates from a number of sites, as follows: Hinckley, UK: centre for rigid and flexible pipe assemblies and components Derby, UK: (formerly Aerotech Tubes): satellite facility to Hinckley, producing pipe assemblies Farnborough, UK (formerly PFW): centre for fabrications, ducts and other complex assemblies Chengdu, China: centre for precision prismatic components, now also producing pipe assemblies Buckingham, UK: centre for composite parts and machining services to customers in Aerospace, F1/Motorsport and industrial markets. Sandiacre, UK (C&H): centre for precision polishing and specialist finishing on aeroengine turbine blades, compressor blades and vanes for the power generation industries. Energy and Medical Metalcraft - UK and China Provider of safety-critical equipment for the energy, medical, science and research communities, worldwide, specialising in precision pressure and vacuum vessels and associated fabrications, sub-assemblies and systems. Crown International - UK Designs and manufactures market-leading pole and support systems for roadside signage and safety cameras, rail track signalling and gantries. Chairman's Statement In years to come, we will look back on 2012 as a pivotal year for Avingtrans. With the sale of Jena Tec and the subsequent acquisitions of Aerotech Tubes, Derby and PFW, Farnborough, the metamorphosis of the group into a niche engineering market leader is largely complete. These transactions enable Avingtrans to focus fully on the two remaining core businesses - Sigma and Metalcraft. Without the sale of Jena Tec we could not realistically hope to achieve true critical mass in the other divisions, or sustain the proactive investment requirements to maximise shareholder returns over the longer term. This decision has already been vindicated with two highly significant new long term agreements for the newly acquired businesses in Derby and Farnborough being testament to our niche market leadership in aerospace pipes and our intent to aggressively pursue new opportunities. These two deals followed hot on the heels of the largest ever deal for the Group - the £80m, 10-year contract for supply of pipes and prismatic aerospace components to Rolls Royce, our biggest customer. We believe that we are very well placed to take advantage in each of our chosen markets. Civil aerospace remains particularly strong and, whilst the broader Energy market is less consistent in outlook, we are nimble enough to skip between the various sub-sectors as opportunities present themselves. With the new MRI product for Siemens ramping up at last, our Medical market prospects are also encouraging. Our market leadership in our core niches is a rock solid foundation to build on and we fully intend to cement our advantage. Commodity costs are under control and we have agreements in place to isolate us from volatility. Results in the first half, excluding the proceeds of the Jena Tec sale, were broadly in line with expectations, with revenue from continuing operations up by 19% versus the first half of last year (or 6% including Jena Tec results) and we expect the usual stronger second half performances in revenues and margins; both in Aerospace - lifted by the acquisitions and expected improvements at the Sigma Composites business - and in Energy and Medical, where Metalcraft continues to improve and Crown is less problematic than in the previous two years. At the recent group management conference, we exhorted our teams to join us in "designing the future". Our employees, both existing and new, continue to demonstrate determination to succeed in demanding markets that need everyone to operate consistently to impeccable quality standards, with integrity and agility. These qualities will drive the business forward as we navigate the road ahead. As ever, I would like to thank all of our people for their strenuous efforts to design a better future for Avingtrans. Roger McDowell Chairman 27 February 2013 Business Review Group Performance Revenue: Growth continues Civil aerospace continued to buoy our first half revenues and other markets generally trended positively also, albeit more sedately. Energy is a broad sector and there were a few "downs" as well as "ups", but progress in the Medical arena with Siemens compensated for lower sales to Cummins, for example. Crown also had a better first half, though the transport infrastructure market remains depressed. Both continuing divisions are able to report growth, with first half revenues of continuing operations increasing by 19% to £16.9m (H1 2012: £14.2m). If we include Jena Tec, revenues increased by 6% to £21.4m (H1 2012: £20.2m). Profit: Margins Stable Profit figures are distorted by the sale of Jena Tec and the process leading up to this, making comparisons difficult. Aerospace profits were temporarily depressed in the first half by a loss at Composites, but we expect improvement in the second half. The Energy and Medical division again advanced, with increased investment in China, with reduced losses at Crown also contributing to improvements. Overall gross margins of continuing businesses were down slightly to 23.3% (H1 2012: 24.1%). Despite the loss at Sigma Composites in the first half, EBITDA of continuing operations was £1.1m (H1 2012: £1.0m). The overall Profit for the first half was £6.5m (H1 2012: £0.7m), including £6.1m from the sale of Jena Tec (Note 7). Earnings per Share (EPS): Boosted by disposal Adjusted diluted earnings per share from continuing operations for the period ending 30 November 2012 was 1.5 pence per share (H1 2012: 1.3 pence per share) based on weighted average number of shares of 26,940,368 (H1 2012: 25,969,275). Diluted earnings per share attributable to shareholders was 24.3 pence per share (H1 2012: 2.6 pence per share). Funding and Liquidity: Debt position materially improved The net cash flow from operations was £0.3m (H1 2012: £0.4m). Net cash at 30 November 2012 stood at £0.3m, driven by the Jena Tec disposal and the Aerotech Tubes acquisition (31 May 2012: Net Debt of £8.4m). Note that these figures exclude the PFW Farnborough acquisition, which took place just after half-year end, for a consideration of £1.85m. Dividend: Maturing policy The reinstated Interim dividend of 0.7 pence per share (H1 2012: 0.0 pence per share) will be paid on 14 June 2013 to shareholders on the register at 26 April 2013. The transformation of the balance sheet combined with a strong order book has enabled the board to reinstate the interim dividend and, in the absence of unforeseen circumstances, expects to increase this year's final payment as part of a progressive dividend policy. Operations Aerospace Division (Sigma Components) With the acquisitions of Aerotech Tubes, Derby and (after half-year end) PFW, Farnborough, Sigma Components has entered a new and exciting phase of its journey towards world class aerospace components supply. These two acquisitions have propelled us to a market leading position in aerospace pipes, as well as adding new capabilities and products (eg Ducts) that we can build upon in the future. We are now in the midst of a rebranding exercise that will unify all of the businesses in the division under the Sigma Components banner and provide stability and clarity for both customers and investors alike. The civil aerospace market remained healthy in the first half and our more potent market position drove revenues upwards. OEM customers are in growth mode in most world regions and in its latest outlook presentation, Rolls Royce, our biggest customer, recently underlined a strong 20-year forecast, with Asian air traffic expected to grow to double the size of Europe, or North America over that period. Rolls Royce also recently reported record results and a growing order book. Aerospace division sales were up by 25% in comparison with the prior year. We also have a record order book, most notably boosted by the £80m, 10-year contract to supply pipes and components to Rolls Royce. In the first half, we also signed a new 10-year agreement worth £20m of revenue to our Derby site (formerly Aerotech Tubes) as part of the acquisition process. Recently, we announced another significant contract with Safran Aircelle for Farnborough, worth £25m in revenues over 10-years. Discussions are on-going with both existing and new customers regarding further contract extensions and long term agreements. Although Aerospace margins were temporarily suppressed by losses at the Composites business in Buckingham in the period, we believe that underlying divisional margins are still strong and are expected to improve in the second half. Briefly summarising activities at the Aerospace sites: * Hinckley grew solidly in the first half, with the £80m Rolls Royce contract underpinning the work there for the foreseeable future and work with other customers is stable. * Derby (Aerotech Tubes) is already well integrated with our Hinckley site and developing in line with initial expectations, having signed the £20m contract with its key customer in 2012. * Farnborough (PFW) is performing ahead of initial expectations, with recovery in results now expected earlier in the next financial year than originally thought. The recent £25m contract win with Safran Aircelle is a good sign of a rapidly improving outlook for the site. This business also gives us new product areas to develop with customers beyond pipes. * Chengdu grew rapidly in the first half, up by 28%, as Chinese operations continue to mature. The majority of sales are to sister companies in the division, with regional market sales also developing, albeit more long term. We successfully completed the first phase of our investment in pipe assembly for this site and anticipate new business coming from this source in the near term. * Buckingham (Composites) developed more slowly than we expected, with F1 business more difficult to re-establish than we previously presumed, resulting in a first half loss. However, other customers are developing and we are making headway with investment in composite aerospace components, in line with the EU "Clean Skies" contract won earlier in 2012. * Sandiacre (C&H, Polishing) had a solid first half. Although growth was slower, margins have held up well and new investment will again widen capability in the second half, reinvigorating growth prospects for this part of the business. Energy & Medical Division (Metalcraft and Crown) Sales in the division were up by 12% versus the first half of last year and the divisional result was breakeven at EBIT level, a modest improvement on the previous first half last year. Summarising the position at the Energy & Medical sites: * Metalcraft, Chatteris: Market conditions at Metalcraft are positive overall, though business with Cummins significantly reduced in the first half, due to changes in their market conditions. However, this was counterbalanced by the ramp-up of the new Siemens product finally coming on stream - and this is set to strengthen in the second half. Other customers in the UK began to show promising signs - eg Heatric (Meggitt) where volumes are increasing from a low initial base. We are also encouraged by prospects in the civil nuclear market - namely in the reprocessing and waste storage sectors, where Sellafield, Magnox and their Tier 1 suppliers, who are our customers, are intensifying their activities. * Metalcraft, Chengdu: We have taken on a new lease contract for a facility which will house our MRI activities with Siemens from next financial year (all of the new products supplied thus far to Siemens being produced in the UK). In addition, other Far East Medical customers continue to develop their activities with us and we anticipate further capex investment in our next financial year. Despite the increased investment, we expect a result close to breakeven in China for the full year. As previously noted, we are able to scale Metalcraft's China operations more easily than we did with Sigma in the initial stages and we also learned some valuable lessons from our previous start up. * Crown in Bristol saw a welcome return to growth in the first half, with sales up significantly from a very low base. Since we previously reduced costs in this business, we were able to record a much improved result, although still a loss in the first half. Whilst trading is not yet "normalised", prospects are now improving slowly and we expect modest growth to continue in the second half and beyond. Therefore, overall results this year are not expected to have a material adverse impact on Group performance and the slow recovery looks likely to persist into the next financial year. Industrial Products Division (Jena Tec) The sale of Jena Tec in November to Kuroda of Japan swamps many of the figures in this report and makes meaningful comparison with the previous divisional performance difficult. The business was sold for a cash consideration of £ 12.4m, net of debt, with the resulting exceptional profit being £6.1m from this transaction. Although the division contributed five months of sales to our first half, the revenue cannot be compared to previous periods faithfully at the divisional level, due to various termination effects in the figures and due to the fact Jena Tec was sold before the end of the half. However, actual sales in the first five months were £4.4m. The sale allows Avingtrans to focus fully on its two remaining core businesses - Sigma and Metalcraft. Without this, we could not hope to achieve true critical mass in the other divisions, or sustain the proactive investment requirements to maximise shareholder returns over the longer term. Outlook With the transformation of the group progressing to plan in attractive structural growth markets and durable customer relationships, we are confident about the long term future of Avingtrans. Therefore, we look forward with confidence to the second half and beyond. Our focused strategy is now bearing fruit, producing significant new business wins that support our short term results and provide visibility of longer term earnings. Our exceptional customer base and resulting concentration on differentiated product niches offers a degree of protection to cyclical markets. We are well placed to benefit from any further consolidation in our markets. Sigma Components and Metalcraft are developing into clear market leaders in their chosen niches, providing customers with consistent quality as part of a world class journey and investors with the opportunity to participate in a great British engineering story. Roger McDowell Steve McQuillan Stephen King Chairman Chief Executive Officer Chief Financial Officer 27 February 2013 27 February 2013 27 February 2013 Consolidated Income Statement (Unaudited) for the six months ended 30 November 2012 6 months to 6 months to Year to 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Revenue 16,948 14,247 32,153 Cost of sales (12,999) (10,812) (24,532) Gross profit 3,949 3,435 7,621 Distribution costs (341) (285) (484) Administrative expenses (3,131) (2,682) (5,880) Share based payment expense (15) (15) (35) Impairment of goodwill - - (850) Acquisition costs (50) - - Amortisation of intangibles from business (69) (69) (137) combinations Operating profit 343 384 235 Finance income - 2 2 Finance costs (143) (101) (229) Profit before taxation 200 285 8 Taxation (Note 3) 57 (32) (22) Profit/(loss) after tax from continuing 257 253 (14) operations Profit after tax from discontinued 6,279 430 949 operations Profit for the financial period 6,536 683 935 Earnings/(loss) per share : From continuing operations - Basic 1.0p 1.0p 0.0p - Diluted 1.0p 1.0p 0.0p From continuing and discontinued operations - Basic 25.1p 2.7p 3.6p - Diluted 24.3p 2.6p 3.5p Consolidated statement of comprehensive income (Unaudited) for the six months ended 30 November 2012 6 months to 6 months to Year to 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Profit for the period 6,536 683 935 Exchange differences on translation of (284) 92 (44) foreign operations Exchange differences realised on disposal (585) - - (Note 7) Total comprehensive income for the period 5,667 775 891 Consolidated cash flow statement (Unaudited) for the six months ended 30 November 2012 6 months to 6 months to Year to 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Operating activities Cash flows from operating activities 302 414 2,161 Finance costs paid (180) (150) (329) Income tax paid (366) (171) (258) Net cash (outflow)/inflow from (244) 93 1,574 operating activities Investing activities Acquisition of subsidiaries (net of (1,889) - - cash) Disposal of subsidiaries (net of 12,429 - - cash) Finance income - 2 2 Purchase of intangible assets (263) (466) (759) Purchase of property, plant and (1,370) (1,175) (2,759) equipment Proceeds from sale of property, - 1 43 plant and equipment Net cash generated by/(used in) 8,907 (1,638) (3,473) investing activities Financing activities Equity dividends paid - - (104) Repayments of borrowings (268) (477) (481) Repayments of obligations under (703) (339) (996) finance leases Borrowings raised 1,584 588 1,577 Net cash inflow/(outflow) from 612 (228) (4) financing activities Net increase/(decrease) in cash and 9,275 (1,773) (1,903) cash equivalents Cash and cash equivalents at (2,353) (564) (564) beginning of period Effect of foreign exchange rate (842) 110 (114) changes Cash and cash equivalents at end of 6,080 (2,227) (2,353) period Cashflows from operating activities (Unaudited) for the six months ended 30 November 2012 6 months to 6 months to Year to 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Profitbefore income taxfrom 200 285 8 continuing activities Profit before income tax from 274 561 1,227 discontinued activities Adjustments for: Depreciation of property, plant and 617 594 1,248 equipment Amortisation of intangible assets 341 247 497 Profit on disposal of property, plant - (1) (3) and equipment Finance income - (2) (2) Finance expense 180 150 328 Share based payment charge 20 21 47 Impairment of available for sale - - 219 investment Impairment of goodwill - - 850 Changes in working capital (Increase)/decrease in inventories (1,018) (943) (1,285) (Increase)/decrease in trade and (306) (1,063) (2,109) other receivables (Decrease)/increase in trade and (8) 561 1,129 other payables Other non cash changes 3 4 7 Cashflows from operating activities 302 414 2,161 Summarised consolidated balance sheet (Unaudited) at 30 November 2012 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Non current assets Goodwill 9,487 10,242 10,242 Other intangible assets 2,357 2,201 2,574 Property, plant and equipment 9,171 10,529 10,954 Investment property 600 600 600 Deferred tax 76 39 76 Investments - 219 - 21,691 23,830 23,596 Current assets Inventories 7,006 8,756 9,003 Trade and other receivables 10,894 9,932 10,940 Current tax asset - 37 22 Cash and cash equivalents 10,509 2,168 1,849 28,409 20,893 21,814 Total assets 50,100 44,723 45,410 Current liabilities Trade and other payables (8,947) (8,886) (9,389) Obligations under finance leases (595) (912) (994) Borrowings (5,149) (4,671) (4,726) Current tax liabilities (504) (709) (906) Total current liabilities (15,195) (15,178) (16,015) Non-current liabilities Borrowings (3,147) (3,001) (3,200) Obligations under finance leases (1,336) (1,619) (1,376) Deferred tax (1,043) (1,271) (1,127) Total non-current liabilities (5,526) (5,891) (5,703) Total liabilities (20,721) (21,069) (21,718) Net assets 29,379 23,654 23,692 Equity Share capital 1,302 1,302 1,302 Share premium account 9,787 9,787 9,787 Capital redemption reserve 814 814 814 Merger reserve 402 402 402 Translation reserve (402) 603 467 Other reserves 180 180 180 Investment in own shares (281) (281) (281) Retained earnings 17,577 10,847 11,021 Equity attributable to owners of 29,379 23,654 23,692 the Company Consolidated statement of changes in equity (Unaudited) at 30 November 2012 Share Share Capital Merger Trans- Other Investment Retained Total capital premium redemp- reserve lation reserves in own earnings account account tion reserve shares reserve £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 June 2011 1,274 9,534 814 402 511 180 - 10,143 22,858 Shares issued 28 253 - - - - - - 281 Investment in - - - - - - (281) - (281) own shares Share-based - - - - - - 21 21 payments Transactions 28 253 - - - - (281) 21 21 with owners Profit for the - - - - - - - 683 683 period Other comprehensive income Exchange rate - - - - 92 - - - 92 gain Total - - - - 92 - - 683 775 comprehensive income for the year At 30 Nov 2011 1,302 9,787 814 402 603 180 (281) 10,847 23,654 At 1 Dec 2011 1,302 9,787 814 402 603 180 (281) 10,847 23,654 Dividend paid - - - - - - - (104) (104) Share-based - - - - - - - 26 26 payments Transactions - - - - - - (78) (78) with owners Profit for the - - - - - - 252 252 period Other comprehensive income Exchange rate - - - - (136) - - (136) loss Total - - - - (136) - 252 116 comprehensive income for the year At 31 May 2012 1,302 9,787 814 402 467 180 (281) 11,021 23,692 At 1 June 2012 1,302 9,787 814 402 467 180 (281) 11,021 23,692 Share-based - - - - - - - 20 20 payments Transactions - - - - - - - 20 20 with owners Profit for the - - - - - - - 6,536 6,536 period Other comprehensive income Realised on - - - - (585) - - - (585) disposal of subsidiaries Exchange rate - - - - (284) - - - (284) loss Total - - - - (869) - - 6,536 5,667 comprehensive income for the year At 30 Nov 2012 1,302 9,787 814 402 (402) 180 (281) 17,577 29,379 Notes to the half year statement 30 November 2012 1. Basis of preparation The Group's interim results for the six month period ended 30 November 2012 are prepared in accordance with the Group's accounting policies which are based on the recognition and measurement principles of International Financial Reporting Standards (`IFRS') as adopted by the EU and effective, or expected to be adopted and effective, at 31 May 2013. As permitted, this interim report has been prepared in accordance with the AIM rules and not in accordance with IAS34 `Interim financial reporting'. These interim results do not constitute full statutory accounts within the meaning of section 434 of the Companies Act 2006 and are unaudited. The unaudited interim financial statements were approved by the Board of Directors on 27 February 2013 and will shortly be available on the Group's website at http://www.avingtrans.plc.uk/pages/reports.html. The consolidated financial statements are prepared under the historical cost convention as modified to include the revaluation of financial instruments. The accounting policies used in the interim financial statements are consistent with IFRS and those which will be adopted in the preparation of the Group's annual report and financial statements for the year ended 31 May 2013. The statutory accounts for the year ended 31 May 2012, which were prepared under IFRS, have been filed with the Registrar of Companies. These statutory accounts carried an unqualified Auditors' Report and did not contain a statement under either Section 498(2) or (3) of the Companies Act 2006. 2. Segmental analysis Aerospace Energy and Unallocated Total Medical Central items £'000 £'000 £'000 £'000 6 months ended 30 Nov 2012 Revenue 9,771 7,177 - 16,948 Operating profit/ 698 (25) (330) 343 (loss) Year ended 31 May 2012 Revenue 17,071 15,082 - 32,153 Operating profit/ 1,684 (767) (682) 235 (loss) 6 months ended 30 Nov 2011 Revenue 7,820 6,427 - 14,247 Operating profit/ 804 (85) (335) 384 (loss) 3. Taxation The taxation credit/(charge) is based upon the expected effective rate for the year ended 31 May 2013. 4. Earnings per share Basic earnings per share is based on the earnings attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the year. For diluted earnings per share the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares, being the CSOP and EMI share options. 6 months to 6 months to Year to 30 Nov 2012 30 Nov 2011 31 May 2012 No No No Weighted average number of 26,030,577 25,580,029 25,925,592 shares - basic Share Option adjustment 909,791 389,246 453,282 Weighted average number of 26,940,368 25,969,275 26,378,874 shares - diluted £'000 £'000 £'000 Earnings/(loss) from continuing 257 253 (14) operations Share based payments 15 15 35 Impairment of goodwill - - 850 Acquisition costs 50 - - Amortisation of intangibles 69 69 137 Adjusted earnings from 391 337 1,008 continuing operations From continuing operations: Basic earnings per share 1.0p 1.0p 0.0p Diluted earnings per share 1.0p 1.0p 0.0p Adjusted basic earnings per 1.5p 1.3p 3.9p share Adjusted diluted earnings per 1.5p 1.3p 3.9p share Earnings from discontinued 6,279 430 949 operations Share based payments 5 6 12 Adjusted earnings from 6,284 436 961 discontinued operations From discontinued operations: Basic earnings per share 24.1p 1.7p 3.6p Diluted earnings per share 23.3p 1.7p 3.5p Adjusted basic earnings per 24.1p 1.7p 3.6p share Adjusted diluted earnings per 23.3p 1.7p 3.6p share Earnings attributable to 6,536 683 935 shareholders Adjusted earnings attributable 6,675 773 1,969 to shareholders Basic earnings per share 25.1p 2.7p 3.6p Diluted earnings per share 24.3p 2.6p 3.5p Adjusted basic earnings per 25.6p 3.0p 7.6p share Adjusted diluted earnings per 24.8p 3.0p 7.5p share The Directors believe that the above adjusted earnings per share calculation from continuing operations is the most appropriate reflection of the Group performance. 5. Discontinued operations On 8 November 2012 the Company disposed of its Industrial Products Division, 6 months to 6 months to Year to 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Revenue 4,424 5,997 11,839 Expenses (4,150) (5,436) (10,612) Profit before taxation 274 561 1,227 Taxation (79) (131) (278) Profit after tax from discontinued 195 430 949 operations The Industrial Products Division contributed the following to the Groups cashflows: 6 months to 6 months to Year to 30 Nov 30 Nov 31 May 2012 2011 2012 £'000 £'000 £'000 Operating cashflows 606 (58) 438 Investing activities (280) (398) (813) Financing activities 68 54 (35) 6. Acquisition of subsidiary On 23 November 2012 the group acquired 100 percent of the issued share capital of AeroTech Tubes Limited, the provisional net assets at the date of acquisition were as follows: £'000 Property, plant and equipment 52 Inventories 240 Trade and other receivables 822 Deferred tax asset 1 Cash and cash equivalents 632 Trade and other payables (574) Current tax liabilities (115) Net Assets 1,058 Intangible assets acquired 145 Goodwill 1,318 Total consideration paid 2,521 Aerotech Tubes contributed £56,000 to group revenues and £4,000 to profit after tax for the period between the date of acquisition and the balance sheet date. Acquisition costs arising from this transaction of £50,000 have been included in overheads before operating profit. 7. Disposal of subsidiary On 8 November 2012 the Company disposed of its Industrial Products Division, the net assets at the date of disposal were as follows: £'000 Goodwill 1,224 Other intangible assets 284 Property, plant and equipment 2,584 Inventories 3,236 Trade and other receivables 1,160 Cash and cash equivalents 596 Trade and other payables (1,093) Obligations under finance leases (912) Borrowings (335) Current tax liabilities (65) Deferred tax (73) Net Assets 6,606 Gain on disposal 6,084 Total consideration (net of costs of £ 12,690 695,000) Less cash disposed of (261) Net consideration received 12,429 Included in the above result is £585,000 of foreign exchange translation reserves realised on disposal of the Industrial Products division.

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