Final Results
Avingtrans PLC
12 September 2002
Avingtrans plc
Final results for the year to 31 May 2002
Avingtrans plc ('Avingtrans' or 'the Company') today announces its preliminary
results for the 12 months ended 31 May 2002.
Highlights
2002 2001
£'000 £'000
Operating loss before exceptional items (232) (3,105)
Loss on ordinary activities before and after taxation (309) (1,781)
Loss per share (basic and diluted) (4.9p) (28.2p)
Kenneth Baker (Chairman) commented 'These results cover the period during which
Avingtrans had no operating businesses. Since that time, the Company has
acquired the Jenaer group of companies and now operates in the precision
engineering services sector. Your Board will use all their combined experience
to build the group over the next few years with the objectives of generating
long-term earnings per share growth, cash generation and a sustainable dividend
policy. I am confident the Jenaer Group acquisition will provide a sound base
for this ambitious strategy.'
Enquiries:
Avingtrans
Ken Baker 07836 385281
Bridgewell Corporate Finance
Greg Aldridge 020 7003 3102
Chairman's Statement
I am pleased to announce the results of Avingtrans plc for the 12 months ended
31 May 2002.
Review of the Year
During the year to 31 May 2002, Avingtrans had no operating business with its
only income being that of interest on bank deposits. Your Board spent the year
organising its cost structure and balance sheet and seeking business
opportunities that were reasonably valued and offered an opportunity for
long-term growth in shareholder value. Over fifty business opportunities brought
to the board by its directors and advisors were reviewed and in a number of
cases discussions were entered into. Additionally a number of investment
programmes were considered including a return of cash to shareholders. In May
2002, Avingtrans moved on to the AIM market to reduce costs and to facilitate a
future transaction.
On 31 May 2002, Avingtrans announced the proposed acquisition of the Jenaer
group of companies (comprising Jenaer Gewindetechnik GmbH, Germany, Jena-Tec
Inc., USA, Jena Rotary Technology Ltd, UK and C&H Precision Finishers Limited,
UK) (the 'Jenaer Group') from Ferraris Group plc. The acquisition of the Jenaer
Group was approved by shareholders at an EGM held after the year-end on the 28
June 2002 and completed on 30 June 2002. The results announced today cover the
period prior to the completion of the acquisition, when Avingtrans had no
trading business.
Results
During the year to 31 May 2002, the company lost £309,000 (2001: £1,781,000
loss). Since the company had no operating activities during the year and relied
for income on interest from its cash reserves. This income was affected by the
lower interest rates. Pre-exceptional losses after interest were £43,000 (2001:
£1,781,000). Earnings per share were a negative 4.9p (2001: negative 28.2p).
Dividend
The Board are not proposing to pay a dividend (2001: Nil).
The Acquisition
The Jenaer Group operates in the precision engineering services sector, most
notably manufacturing and servicing recirculating ball screw actuators and
spindles for the US and EU machinery and medical equipment markets and sizing
and final polishing operations on turbine and compressor blades and vanes for
the EU aerospace and power generation market. Avingtrans acquired the Jenaer
Group for cash considerations of £3m and incurred £550,000 of professional fees
in the transaction process. The acquired companies had sales of £5.78m and made
a profit before tax and management charges in the year to 31 August 2001 of
£1.1m. The downturn in the US economy during 2001 and the general slowdown in
investment in Europe significantly reduced performance in the Jenaer Group after
August 2001 and the previous owners reported losses of £113,000 for the
companies in the six months to 28 February 2002.
Current Trading
At the time of the acquisition, we announced that in the eight months since 31
August 2001, the acquired companies have traded above break even (before
redundancy costs). Since owning the companies, order levels and sales have
improved across the group and the group has traded profitably and generated
cash.
The Board
The board of directors during the year ended 31 May 2002 consisted of Mr Jeremy
Hamer (Chairman), Mr Stephen Bruh (Executive Director and Company Secretary) and
myself as a non-executive director. As part of the acquisition process, Mr
Bruh's service contract was terminated and fully paid up including outstanding
pension rights. Mr Bruh, a member of the founding family and controlling
shareholders of Frank Usher Holdings, continues on the board as a non-executive
director and provides a valuable link between the original shareholders and the
new company.
Immediately following completion of the acquisition on 30 June 2002, Mr Hamer
stood down as chairman and I was appointed to succeed him. Mr Hamer has also
agreed to remain on the board as a non-executive director, where his knowledge
of the Company's affairs from Frank Usher through the cash shell status to the
new operating company will be invaluable.
Following completion of the acquisition Steven Lawrence, who has been running
the Jenaer Group for the last 8 years, was appointed to the board. Steven, who
has an MBA from Leicester University, is a welcome addition to the board, which
will benefit from his management experience and from his input on opportunities
in the industries the Jenaer Group serves. The current team composition of the
board was recently completed by the appointment of Stephen King B.Eng., ACA, as
Financial Director and Company Secretary. Stephen joins the board from
PricewaterhouseCoopers where he has extensive experience of the management,
audit and acquisition processes.
The Future
We are beginning a new chapter for Avingtrans plc as an AIM listed company in
the engineering support services sector.
Your Board will use all their combined experience to build the group over the
next few years with the objectives of generating long-term earnings per share
growth, cash generation and a sustainable dividend policy. I am confident the
Jenaer Group acquisition will provide a sound base for this ambitious strategy.
Kenneth Baker
Chairman
Profit and loss account for the year ended 31 May 2002
2002 2001
Notes £'000 £'000
Turnover
Discontinued operations - 8,124
- 8,124
Cost of sales
Discontinued operations - (5,496)
- (5,496)
Gross profit
Discontinued operations - 2,628
- 2,628
Net operating expenses (including exceptional items)
Continuing operations (498) (134)
Discontinued operations - (2,971)
(498) (3,105)
Operating loss before exceptional items (232) (3,105)
Exceptional items 3 (266) -
Operating loss (498) (477)
Loss on sale of subsidiary undertakings 4 - (1,379)
Loss on ordinary activities before interest (498) (1,856)
Interest receivable 190 132
Interest payable (1) (57)
Loss on ordinary activities before and after taxation (309) (1,781)
Loss for the financial year (309) (1,781)
Retained loss transferred to reserves (309) (1,781)
Loss per ordinary share - basic and diluted 1 (4.9p) (28.2p)
Balance sheet as at 31 May 2002
Notes 2002 2001
£'000 £'000
Fixed assets
Investments 2 212 -
Current assets
Debtors 1 1
Cash at bank and in hand 4,080 4,457
4,081 4,458
Creditors - (Amounts falling due within one year) (252) (108)
Net current assets 3,829 4,350
Total assets less current liabilities 4,041 4,350
Capital and reserves
Called up share capital 316 316
Share premium account 3,247 3,247
Capital redemption reserve 813 813
Other reserves 180 180
Profit and loss account (515) (206)
Total shareholders' funds 7 4,041 4,350
Cash flow statement for the year ended 31 May 2002
Notes 2002 2001
£'000 £'000
Net cash (outflow)/inflow from operating activities 5 (388) 37
Returns on investments and servicing of finance
Interest received 190 132
Interest paid (1) (57)
Net cash inflow from returns on investments and servicing of finance 189 75
Taxation - (10)
Capital expenditure
Purchase of tangible fixed assets - (113)
Acquisition and disposals
Purchase of subsidiary undertaking 2 (212) -
Net proceeds from sale of operating subsidiaries - 3,232
Net overdraft balance of subsidiaries sold - 1,444
Equity dividends paid to shareholders - (63)
Management of liquid resources - -
(Decrease)/increase in cash 6 (411) 4,602
Notes
1. Earnings per share
Basic earnings per share and diluted earnings per share are based on a loss of
£309,000 (2001 loss £1,781,000) and 6,322,531 (2001: 6,322,531) being the
weighted average number of shares in issue during the period.
2. Post balance sheet event
On 30 June 2002 the company completed the purchase of the Jenaer Group (Note 3)
for a consideration of £3m and £550,000 of professional expenses. The companies
acquired operate in the precision engineering services sector. The acquired
companies had £3.1m of net assets, including £625,000 of borrowings and made a
profit in the year to August 2001 of £1.1m.
Within the £550,000 of professional fees referred to above, £212,000 was in
incurred before the year-end. These costs have been capitalised and are shown
as investments in the balance sheet. A further £231,000 (Note 3) of internally
generated costs, which have been treated as exceptional costs, are also related
to the purchase of the Jenaer Group.
3. Exceptional charges
2002 2001
£'000 £'000
Exceptional charges
Acquisition costs (Note 2) 231 -
Frank Usher Limited receivership 35 -
266 -
Acquisition costs relate to the compensation of a director for loss of office as
part of the purchase agreement in the purchase of the Jenaer Group (Note 2)
The Frank Usher Limited cost relates to professional fees incurred as a result
of Frank Usher Limited going into receivership.
4. Loss on disposal
On 1 December 2000, the company disposed of its then operating subsidiaries
Frank Usher Limited, Frank Usher (Canada) Limited and GMB Contractors Limited.
5. Net cash (outflow)/inflow from operating activities
2002 2001
£'000 £'000
Operating loss (498) (477)
Depreciation charges - 131
Increase in stocks - (228)
Decrease in debtors - 52
Increase in creditors 110 559
Net cash (outflow) / inflow (388) 37
6. Analysis of net funds
1 June Cash 31 May
2001 flow 2002
£'000 £'000 £'000
Cash at bank and in hand 4,457 (377) 4,080
Bank overdrafts and loans - (34) (34)
Net funds 4,457 (411) 4,046
7. Reconciliation of movements in shareholders' funds
£'000
Loss for the year (309)
Shareholders' funds at 1 June 2001 4,350
Shareholders' funds at 31 May 2002 4,041
This information is provided by RNS
The company news service from the London Stock Exchange