29 September 2021

Avingtrans Plc

("Avingtrans", the "Company", or the "Group")

Preliminary Results for the year ended 31 May 2021

 

Avingtrans PLC (AIM: AVG), which designs, manufactures and supplies critical components, modules, systems and associated services to the energy, medical and industrial sectors, is pleased to announce its preliminary results for the year ended 31 May 2021.

Financial Highlights

 

•	Revenue from continuing operations increased by 7.1% to £98.5m (20202: £92.0m)
•	Gross Margin improved to 30.4% (20202: 26.8 %)
•	Adjusted1 EBITDA from continuing operations increased by 78.5% to £12.5m (20202: £7.0m)
•	Adjusted1 PBT from continuing operations increased to £7.7m (20202: £2.6m)
•	Adjusted1 Diluted earnings per share from continuing operations were boosted to 22.4p (20202: (8.0p)
•	Peter Brotherhood sold for an enterprise value of £35.0m
•	Net Cash excluding IFRS16 £23.3m (Net Debt 31 May 2020: £7.4m)
•	Dividend re-instated at 4.0p per share

 

 ¹ Adjusted to add back amortisation of intangibles from business combinations, acquisition costs and exceptional items 

 ² 2020 Restated for discontinued Peter Brotherhood

Operational Highlights 

Energy

 

•	Revenue increased 11.1% to £89.0m (20202 £80.1m)
•	Energy Steel continues to recover positively
•	Award of outline planning permission for HT Luton site
•	Successful disposal of Peter Brotherhood
•	Enhanced contract to supply the important 3M3 boxes - up by £20m to £70m
•	Record order book for Booth

Medical

 

•	Revenue decreased to £9.6m (2020: £11.9m) as pivot away from third party component manufacture
•	Division transformed into a niche MRI market player, following acquisition of majority stake in Magnetica
•	Potentially significant market opportunities  in orthopaedic and veterinary imaging

Commenting on the results, Roger McDowell, Chairman, said:

"The Group forged ahead despite continuing adverse impact from Covid-19 and we ended the year with record adjusted profits and a solid cash position. Once again, our Pinpoint-Invest-Exit Strategy ("PIE") has proved its worth with the successful sale of Peter Brotherhood delivering excellent returns for our shareholders. This is a great credit to our management team and excellent staff across all of our businesses and my thanks go to them for their very significant efforts and achievements and the support of our stakeholders."

Enquiries:

Avingtrans plc	01354 692391
Roger McDowell, Chairman Steve McQuillan, Chief Executive Officer Stephen King, Chief Financial Officer
Singer Capital Markets (Nominated Adviser)	02074 963000
Shaun Dobson/Alex Bond (Corporate Finance) Rachel Hayes (Corporate Broking)
IFC Advisory (Financial PR)	020 3934 6630
Graham Herring Tim Metcalfe Zach Cohen

 

About Avingtrans plc: 

 

Avingtrans designs, manufactures and supplies original equipment, systems and associated aftermarket services to the energy, medical and industrial markets worldwide. 

 

Business units 

Hayward Tyler - Luton & East Kilbride, UK and USA, China and India Specialises in the design, manufacture and servicing of performance-critical motors and pumps for challenging environments.  Energy Steel, Inc - Rochester Hills, Michigan, USA Provider of custom fabrications for the nuclear industry, specialising in: OEM parts obsolescence; custom fabrications; engineering design solutions; product refurbishment; on-site technical support.  Stainless Metalcraft Ltd - Chatteris, UK and Chengdu, 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.  Booth Industries - Bolton, UK Designs, manufactures, installs and services doors and walls which can be tailored to be: blast and explosion proof; fireproof; acoustically shielded; high security/safety; or combinations of the above. Ormandy Group - Bradford, UK Design, manufacturers and servicing of off-site plant, heat exchangers and other HVAC (heating, ventilation and air conditioning) products.  Composite Products Ltd - Buckingham, UK Centre for composite technology, parts and assemblies, serving customers in industrial markets. Magnetica Ltd - Brisbane, Australia Magnetica Limited specialises in the development of next generation MRI technologies, including dedicated extremity MRI systems and MRI system components. Magnetica has successfully built and tested a compact, integrated 3 Tesla orthopaedic MRI system, demonstrating clinical-quality imaging. Commercialisation of this system (and others) is on-going. Magnetica's structure now includes two other business units:  Scientific Magnetics - Abingdon, UK Designs and manufactures superconducting magnet systems and associated cryogenics for a variety of markets including MRI and provides services for Nuclear Magnetic Resonance instruments. Tecmag Inc - Houston, USA Designs, manufactures and installs instrumentation, including consoles, system upgrades, and probes, mainly for Magnetic Resonance Imaging (MRI) and Nuclear Magnetic Resonance (NMR) systems.

 

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) ("MAR") prior to its release as part of this announcement and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

 

 

 

Chairman's Statement

 

Despite some adverse effects from the Covid-19 pandemic, the Board was pleased with the Group's performance for the year, with record adjusted EBITDA (note 2) from continuing operations and a very solid net cash position at year end, driven by the successful disposal of Peter Brotherhood Limited (PB) in March 2021, for an enterprise value of £35m. It is pleasing to note a number of important new order wins, both in the year and post-period end, which have bolstered the order book going into FY22.

 

Crucially, our Pinpoint-Invest-Exit ("PIE") strategy came to the fore once again, not only in the disposal of PB, but also in the recovery progress at Booth and Energy Steel and in the acquisition of a majority stake in Magnetica (MNA) in Australia. Shareholders will recall that the assets of Booth Industries in Bolton, UK and Energy Steel in Michigan, USA were acquired in June 2019. Since then, both of these turnaround opportunities have made good progress, with Booth, in particular, now contributing strongly to Group results.

 

The divisional management teams have again demonstrated their agility and resilience in the period, continuing to build strong business platforms, despite the disruptions due to Covid-19. These effects caused us to enact certain targeted restructuring and other changes, to optimise business performance. Nonetheless, our focus remains on growing strong and valuable businesses.

 

Aftermarket growth in Engineered Pumps and Motors (EPM) and Process Solutions and Rotating Equipment (PSRE) remains central to developing robust value propositions, in order to support OEM and end-user customers.  The end-user access provides a more predictable and repeatable pipeline, drives improved profitability and underpins product and service development.

 

The EPM division delivered an improved result for the year, despite some on-going Covid-19 disruptions to supply chains and order placement. Energy Steel continued to recover positively, with good aftermarket prospects and moved to a smaller, optimal facility at the year end. The award of outline planning permission for the Hayward Tyler ("HT") Luton site was good news, providing us with the opportunity to optimise HT's UK operations, whilst potentially producing a net surplus for the Group when the site is exited. However, this process has been delayed by Covid-19.

 

The PSRE division pushed through the impact of Covid-19 and capped an excellent year with the successful disposal of Peter Brotherhood. The division refined its offering to the UK nuclear market - especially to Sellafield for nuclear decommissioning - whilst also using this capability to position itself for longer term new nuclear technologies. Post period end, we were delighted to confirm the transition of the important 3M3 box contract with Sellafield to the volume production phase and with an enhanced contract value, up by £20m to £70m. The integration of Booth has gone better than planned and the business is rapidly returning to full heath, with a record order book, including the stellar £36m contract win with HS2. Covid-19 buffeted Ormandy more than most in the financial year, but the business still turned out a decent result and we anticipate further improvements this year.

 

Meanwhile, the Medical and Industrial Imaging (MII) division has metamorphosed into a niche MRI player, following the acquisition of a majority stake in Magnetica and its merger with Scientific Magnetics and Tecmag. This exciting development has created a start-up MRI systems manufacturer, with eyes on alluring market prospects in orthopaedic and veterinary imaging, for example. The refocused division will continue to produce associated products in nuclear magnetic resonance and scientific magnets, in support of the core strategy. These developments are still at a relatively early stage, but the Board is excited about the long-term potential of the division, which is expected to yield longer term positive returns for the Group, albeit perhaps using a different vehicle to maximise returns than our usual "PIE" process for mature businesses.

 

Given the excellent overall results for the year, the Board believes that it is now right to reintroduce a full year dividend of 4.0 pence per share, which includes an element of catch up for the missing interim dividend, suspended due to Covid-19.

 

As well as the final dividend proposed, we intend to return to our commitment to long term shareholder returns in FY22, with both interim and final dividend payments in prospect. Our resilient view of the overall prospects for the Group, underpinned by our prudent approach to debt and financial headroom, support this decision. Given the robust balance sheet position, the Group continues to seek further shareholder value enhancing M&A opportunities.

 

Finally, I warmly welcome all the staff at Magnetica to Avingtrans and congratulate them and all Avingtrans employees for the dedication and determination that they have displayed in a challenging environment. We also wish our former colleagues at PB well, as they continue their success story now as part of Howden. On behalf of the shareholders, I once again thank all Avingtrans employees for their commitment to the Group during the past year, as we look forward with eagerness to FY22.

 

 

Roger McDowell

Chairman

28 September 2021

 

 

Strategy and business review

 

Group Strategy

 

Our core strategy is to buy and build engineering companies in niche markets, particularly where we see turnaround and consolidation prospects; a strategy we call Pinpoint-Invest-Exit ("PIE"). We have had a strong track record in returning significant shareholder value over the past decade and FY21 was another successful year, with the January 2021 acquisition of a majority stake in Magnetica and the disposal of Peter Brotherhood in March 2021.

 

With an increased presence in our target markets, a focus on aftermarkets, strength in depth of the management teams and a lean central structure, the Group continues to grow profitably - despite the effects of Covid-19 - and the Board is focused on seeking additions to the Avingtrans value-add proposition.

 

The majority of the Group's adjusted key financial metrics trended positively in the period, particularly in light of Covid-19 and the effect of acquiring a start-up business during the year.

 

The Group is focused on the global Energy and Medical markets, both of which play into some of the world's mega-trends, such as: urbanisation; an ageing population; and an accelerating transition towards a cleaner and healthier planet.

 

Divisional Strategies

 

Engineered Pumps and Motors (Energy - EPM): EPM continues to develop its nuclear installed base (civil, defence and national security) - notably for life extension applications - and its offering to the hydrocarbon market sectors. Energy Steel in North America (acquired in June 2019), which specialises in nuclear life extension, continues to recover well. In addition, the EPM business continues to develop solutions for new nuclear technologies and other low carbon energy sources, such as concentrated solar, to capitalise on the global energy supply transition. During FY21, EPM delivered a number of key contracts, including pumps for next generation nuclear business TerraPower in the USA and pumps for a major new concentrated solar power plant in Dubai. Partnership agreements (eg with Ruhrpumpen and Shinhoo) are an important element of the EPM strategy, providing us with a broader product portfolio and cross-selling opportunities.

 

Process Solutions and Rotating Equipment (Energy - PSRE): Here, the primary strategy is to develop a comprehensive offering to the nuclear decommissioning and reprocessing markets, building on the long-term contracts to build nuclear waste storage containers and the installed base of equipment across the vast Sellafield site. Post period end, Metalcraft and Sellafield Limited entered into the second phase of the contract to provide high integrity stainless steel storage boxes for Sellafield. The 3M3 ('three metre cubed') box contract is now worth up to £70m, being a £20m uplift to the original contract awarded in 2015. During the year, the division's nuclear credentials were enhanced by the strong recovery of Booth Industries, which also broadened our market reach into Critical National Infrastructure (CNI). Amongst others, Booth won a major new multi-year contract with HS2 in the period, worth £36m. The PSRE division is witnessing a strong pipeline and remains well poised to bid for and capitalise on opportunities as they arise.

 

Medical and Industrial Imaging (Medical - MII): Following the Magnetica acquisition in January 2021, the focus for the medical division pivoted towards becoming a niche market leader in the production of compact helium-free MRI systems, for applications such as orthopaedic and veterinary imaging. This is an exciting opportunity for the Group. In parallel, we have moved to exit from volume MRI components supply to customers such as Siemens, preferring to concentrate on our own product development. In support of the core strategy, the division will continue to work on niche Nuclear Magnetic Resonance (NMR) and scientific magnet products and services, since these are complementary technologies.

 

The common theme which we are seeking to develop across the energy and medical divisions, is the continued pressure on aftermarket expenditure, where operational efficiency, reliability and safety are paramount and operators are looking to their supply chain partners to provide long term support of both new infrastructure and legacy installations

Pinpoint-Invest-Exit

 

Continuing our Pinpoint-Invest-Exit strategy, Avingtrans acquired a majority stake in Magnetica (AUS), in January 2021, merging this with our other MRI related businesses, Scientific Magnetics (UK) and Tecmag (US). The objective is to create an innovative niche MRI systems manufacturer, with the technology to drive new MRI imaging applications and business models. To date the integration of the three businesses is on track and making good progress towards commercial product availability. The integrations of FY20 acquisitions, Booth and Energy Steel, both went well during FY21 and they were each able to deliver a profit for the Group, with Booth's recovery being very robust and ahead of management's expectations.

During the period, we obtained Outline Planning Permission (OPP) for the redevelopment of our HT Luton site, comprising up to 1,000 residential units. Covid-19 has delayed our plans with respect to the site and discussions are ongoing.

M&A activity in energy capital goods markets has been surprisingly robust despite Covid-19 and businesses like ours continue to command high valuations. This was evidenced by the March 2021 disposal of Peter Brotherhood, which was acquired for £9m, as part of the Hayward Tyler Group in 2017. The disposal was for £35m enterprise value - almost four times the price paid for the business in a four year period. This demonstrates the validity of the PIE model and our approach to business turnaround. Consequently, Avingtrans remains confident about the current strategic direction and potential future opportunities across its chosen markets.

 

Markets - Energy

The global demand for energy experienced a hiatus, due to Covid-19, but we believe that we will see a consistent return to growth now and the effect of the pandemic may be to drive faster towards increased efficiency and decarbonisation. This trend may benefit our businesses in the nuclear and renewables sectors.

 

End User/Aftermarket

Operators and end-users demand a blend of quick response through local support and a requirement to drive improvements through equipment upgrades and modernisation. In the West, where facilities are being operated for longer than their intended design lives, there is a strong demand for solution providers in the supply chain to partner with end-users for the longer term. The Avingtrans energy divisions are well positioned to grow in this end-user market space.

Nuclear

Nuclear energy as a low carbon, baseload power source remains an asymmetric market with respect to future growth. Almost all the 1GW+ new build opportunities are currently in Asia, with the exception of the limited UK programme. However, we are still experiencing buoyant market segments, including supporting the operational fleet, continued safe operation and life extensions, decommissioning and reprocessing. We are also working on the long-term development of the next generation of technologies, such as Small Modular (SMR), or Advanced Generation IV Reactors - eg with TerraPower. In addition, these segments all have the backdrop of a consolidating supply chain and paucity of expert knowledge.

The USA still operates the biggest civil nuclear fleet in the world, with 94 reactors generating around 30 percent of the world's nuclear electricity. Coupled with the heritage Westinghouse technology operating in Europe and Asia, the EPM division's long-standing position in this market provides opportunities for further growth.  Obsolescence and life extension are key issues for nuclear operators worldwide and the Avingtrans Energy Divisions are well positioned to support operators in addressing this critical risk. The acquisition of Energy Steel in the USA in 2019 further bolstered the Group's capabilities in this regard.

The UK remains pre-eminent when it comes to decommissioning and reprocessing, in terms of innovative technology and overall spend. The Group is embedded in the future manufacture of waste containers for Sellafield and will continue to expand its presence in the UK and globally in the longer term. The development of new nuclear technologies is ongoing, with pockets of activity in the UK, South Korea, the USA and China dominating development activity. The Group views these new technologies as an attractive route forward for nuclear and is well positioned to develop as a global industry partner.

Power Generation

The world continues to electrify, with an increasing amount of primary energy going to the power sector, which remains a key focus across the Group's energy divisions. Aside from nuclear, the main sub-sectors are as follows:

 

- Coal - the Group continues to see good aftermarket activity from coal fired power stations even though the demand for new power stations is in decline.  Opportunities still exist in India, China, South East Asia, Eastern Europe and the Middle East. EPM is optimising its product line, to take market share and to create tomorrow's aftermarket.

- Gas - natural gas, primarily in the form of combined cycle gas turbine power plants is a growing market space, primarily in the West.  The Group is moving into this market with both existing and new product lines.

- Renewables - renewable technologies and their supporting infrastructure are a growing market globally. The Group has a range of products that can be applied directly to this market segment and also has expertise that can be used to develop new products for niche parts of this market, such as molten salt for concentrated solar applications.

 

Hydrocarbons

The Covid-19 pandemic had a dramatic effect on oil & gas supply and demand, with the Brent crude price collapsing in 2020 and now trading in the range of $70 to $75 per barrel, with most informed forecasts suggesting an on-going recovery. As a result, new capital expenditure in this sector was materially reduced and has not yet recovered to pre-covid levels. Therefore, our forecasts must continue to exhibit prudence, with some limited restructuring activity in EPM being completed in the first half of FY21 in response to the market conditions. However, aftermarket orders continue to be won, so there is some positive news in this area.

Digitalisation & Condition Monitoring

Companies across the energy market continue to invest in digital technologies to improve productivity, efficiency and predictability in the field.  At the equipment level this translates to a series of devices, sensors and algorithms which can predict breakdowns before they occur and ensuring equipment is running at its optimum performance. The Group has continued to develop and refine its capabilities in this regard, having launched its first monitoring product, DataHawkTM, three years ago.

 

Markets - Medical

The Diagnostic (medical) and molecular imaging markets are large global sectors, dominated by a few large systems manufacturers. The total Diagnostic Imaging Market will be worth $33.5bn by 2024, according to Markets and Markets and is expected to continue to grow at over 5% per annum over that period. The largest market is the USA, followed by Europe and Japan. The fastest growing markets are China and India.

 

Following the acquisition of a majority stake in Magnetica (AUS) in January 2021, we merged Magnetica with Scientific Magnetics (UK) and Tecmag (US). The objective of this pivot is to create an innovative, niche-MRI systems supplier, which can address specific parts of the market, not well served by dedicated products at present. This includes orthopaedic and veterinary imaging. Although Magnetica is primarily targeting the Magnetic Resonance Imaging (MRI) market, Nuclear Magnetic Resonance (NMR) continues to be of interest, due to the common thread requirements for superconducting magnets and cryogenics. These two segments account for approximately 85% of our business in the medical division. Market drivers for these segments include an ageing global population and the global pharmaceutical industry's research needs.

 

MRI itself is approximately 18% by value of the total diagnostic Imaging market and is projected to grow at 6% p.a. (Grand View Research). NMR is a smaller market, currently estimated at $861m p.a. by Marketwatch and is projected to grow at over 3% p.a. until 2026, with Bruker enjoying a dominant market share.

 

End User/Aftermarket

The MRI market segment is dominated by a handful of manufacturers, including GE, Siemens, Philips and Canon, who account for circa 80% of revenue globally. These players also dominate the aftermarket, though there are a few independent MRI service businesses in existence. Avingtrans is not present in the MRI aftermarket at this time.

 

The NMR market is similar, currently dominated by Bruker and Jeol. Avingtrans is aligned with MR Resources Inc, a well-established US business, which services the NMR aftermarket.

 

MRI

As noted above, the MRI market segment is dominated by a handful of global manufacturers, and we do not intend to compete with them. However, following the planned pivot to niche full system supply noted above, Avingtrans has moved in parallel to exit component supply and this process has advanced materially in the year. We anticipate a temporary reduction in divisional revenues, as component manufacture ends, since there will then be a gap before we launch our own systems. Our first target is orthopaedic imaging, where encouraging development of our prototype system is on-going. We currently anticipate commercial launch of this product during 2023, subject to regulatory approval in target markets. 

 

NMR

We are aligned with recent market entrant Q One Instruments, China and also with MR Resources of the USA, as noted above. Together, we form an alliance to challenge the dominance of the existing players and to provide customers with an additional source for NMR products, service and support.

 

Operations

 

Operational Key Performance Indicators (KPI's)for continuing operations

 

	2021	2020
Percentage of total continuing revenue deriving from aftermarket (AM) sales (%)	41.4	42.7
Customer quality - defect free deliveries (%)	98.9	98.0
Customer on-time in-full deliveries (%)	69.8	78.1
Annualised staff turnover including restructuring (%)	22.0	14.6
Health, Safety and Environment incidents per head per annum	0.07	0.09

 

 

The AM sales % has reduced marginally. This is mainly due to the lack of access to US nuclear plants, caused by Covid-19. Covid-19 delays also continued to affect AM order timings - especially at EPM, in the nuclear aftermarket. For customer quality, we sustained our usual high level of defect free deliveries, though on time deliveries fell back in the year, again due to Covid-19 induced supply chain disruption Annualised staff turnover increased, due to restructuring at EPM (caused by Covid-19 effects on the oil and gas market) and at Metalcraft (driven by our exit from the MRI component manufacturing business). The long-term positive reduction of HSE incidents continues, though each new acquisition presents us with fresh HSE challenges.

 

EPM Division - Energy

 

For the EPM division, which represents the bulk of the former Hayward Tyler companies, the main priorities remain to strengthen the aftermarket capabilities and to maximise opportunities in the nuclear life extension market.

 

The division's results improved in the period, having been disrupted by Covid-19 in the prior year. Whilst some adverse Covid-19 effects lingered into FY21, the impact was less pronounced than previously, so EPM was able to make headway once more.

 

At HT Luton, a targeted, largely voluntary, restructuring programme was implemented early in the period. This was necessary because Covid-19 badly disrupted the market for new capex into oil and gas. However, aftermarket activities continue to build, including the servicing of third party equipment. The £10m contract in Sweden with Vattenfall for the Forsmark plant (for nuclear life extension) made good progress overall and is expected to complete in FY22. Further defence orders have been received and are being executed on target. Following the receipt of planning permission to develop the HT Luton site into up to 1,000 dwellings in the period, plans are underway to move the business to a new, optimised location, although this process was also delayed by Covid-19 effects outside of our control.

 

HT Inc in Vermont (USA) continues to see solid order intake in the nuclear life extension market in the USA - and again with KHNP, South Korea, although delays in order intake (due to Covid-19 affecting customer site access) did impact the US results again. HT Inc's new R&D opportunities - in next generation nuclear power and concentrated solar power - are also making good progress, with first products shipped to TerraPower in the period.

 

HT Kunshan (China) delivered their contract in China (worth £2.2m) in the period for specialist pumps being installed in a major new concentrated solar power plant in Dubai. This renewables market sector has several good prospects for follow-on from this initial win.

 

HT India continued to suffer from order and delivery delays and disruptions due to Covid-19, but the business was still able to record a modest profit in the period.

 

Energy Steel ('ES') in Michigan (USA), continued to progress on its recovery path, chalking up another small profit, in the period. Importantly, at the end of the year, ES completed a move to a new smaller facility, thus reducing overheads going forward and rightsizing its capacity. The integration of sale with HTI is now complete and the business has started to win new orders from previously untapped customers, including orders deriving from a nuclear "orphan" IP acquisition.

 

PSRE Division - Energy, safety and security

PSRE had another very good year, helped along by the successful disposal of PB for £35m enterprise value in March 2021. The results of the continuing businesses were supported by a strong recovery at Booth, which now has a record order book, including the HS2 £36m contract awarded in the period. Booth also made progress with its factory extension, though construction was delayed materially by Covid-19. The blast and security high integrity doors niche which Booth occupies, is one which we can defend vigorously, to rebuild Booth into a leader in its chosen markets, both in the UK and now internationally.

 

Metalcraft's progress with the Sellafield 3M3 boxes was again steady- and our progress was rewarded (post period end) by the confirmation by Sellafield of our transition to phase two of the box contract. The contract value was also boosted to £70m (previously £50m) with circa 1000 boxes to be delivered over the next six years. Metalcraft is the only supplier to transition to phase two of the contract. The next 3M3 box contract tender has now been even further delayed due to Covid-19 disruptions to Sellafield's plans. This delay is disappointing, but we are now very well placed to pursue this contract later and it does not impact on our forecasts, which allow for unexpected customer delays.

Ormandy's performance was pleasing in the year, since it was more disrupted by Covid-19 than other business units. Nonetheless, the HVAC market held up and a strengthened sales team improved results and the business is well-placed for the future.

 

The Fluid Handling business in Scotland is a consistently good performer and continues to build a wider nuclear capability. In the period, this unit won its biggest ever order (£2.5m) for Sellafield, to repair and upgrade remotely monitored valves. Further life extension and decommissioning opportunities are being pursued. Post period end, a contract worth £4.4m was secured with Doosan, as a prime contractor for Sellafield. This was notable, because it required Fluid Handling, to work with Metalcraft and HT Luton, to secure the order.

 

MII - Medical Division

 

MII is a division in pro-active transition. We have been pivoted away from the custom business previously targeted by Scientific Magnetics (SM) and working towards new products in Magnetic Resonance Imaging (MRI), driven by the acquisition of a majority stake in Magnetica (MNA) in January 2021. With MNA, SM and Tecmag now all integrating as one business, the focus is fully on niche-MRI systems and we are making good progress on this exciting major project.

 

MNA will continue to work on products for the adjunct Nuclear Magnetic Resonance (NMR) market, including service and support offerings with our third party partners.

 

In parallel with our pivot to MRI systems, Metalcraft's UK and China business for MRI components was being gradually wound down and this process will conclude in FY22. Therefore, the remainder of this operation has recombined with its sister unit in PSRE, to simplify reporting there.

 

Composite Products had a good year, with increasing deliveries to Rapiscan for package scanning equipment and the development of other customers, such as Arrival for electric vehicle composite components. Again, due to the focus on MRI in the medical division, it is now a better fit for Composite products to move into the PSRE division.

 

Financial Performance

Key Performance Indicators

The Group uses a number of financial key performance indicators to monitor the business, as set out below (all items are "from continuing operations" after restating for discontinued PB).

 

Revenue: 7.1% increase - good underlying organic growth

Overall Group continuing revenue increased to £98.5m (2020: £92.0m), driven by organic growth in the EPM and PSRE divisions and despite some on-going contract delays caused by Covid-19.

 

Profit margin: another significant improvement in results, despite Covid-19

Adjusted EBITDA (note 2) increased by 78.5% to £12.5m (2020: £7.0m). PSRE was boosted by strong results across the division and a robust return to profit at Booth. The profit margins in the EPM division also continued to improve, following some restructuring caused by the Covid-19 impact on oil and gas markets.

 

Operating profit was £6.1m (2020: profit £0.6m), in line with the EBITDA improvement seen above.

 

Gross margin: strong progress, with Booth now contributing positively

Group gross margin improved to 30.4% (2020: 26.8%) due to the improving gross margin mix from the former HTG business units and the recovery at Booth, as our transformation programme continues to bear fruit.

Tax: future profits and cash protected by available losses

The effective rate of taxation at Group level was a 7.0% tax charge. A tax refund due in the US kept the charge lower than expected and the use of brought forward losses in the UK. The tax position will be aided further in the coming years by utilisation of losses in the UK and China. We continue to be cautious, not recognising all of the potential trading tax losses in the UK.

Adjusted diluted Earnings per Share (EPS): a 181% improvement

Adjusted diluted earnings per share from continuing operations (note 4) was boosted to 22.4p (2020: 8.0p) reflecting the underlying growth in results and PB being restated as a discontinued operation. Including 73.9p from the disposal of PB and discontinued operations resulted in Adjusted diluted earnings per share attributable to Shareholders of 96.2p (2020: 16.2p).

Basic and diluted earnings per share attributable to Shareholders increased to 85.4p (2020: 4.4p) and to 83.6p (2020: 4.3p).

Funding and Liquidity: substantial net cash position, following Peter Brotherhood disposal

Net cash (including IFRS16 debt) at 31 May 2021 was £20.3m excluding IFRS16 debt, net cash was £23.3m (31 May 2020: net debt: £16.4m excluding IFRS16 debt at 31 May 2020 was £7.4m). The cash flows generated from the strong underlying profits were partly absorbed by a £2.2m working capital outflow, partly due to the envisaged further working capital outflow for the ES and Booth acquisitions, the timing of various contracts and a lower level of advance payments, resulting in an operating cash inflow of £6.4m for the year (2020 outflow £0.1m). In addition the cash inflow£26.6m (net of disposal costs) generated on the disposal of PB meant the Group moved into a substantial net cash position. The Directors consider that the Group has sufficient financial resources to deliver strategy, so the Group is actively looking for further value enhancing opportunities.

 

Dividend: full year progressive dividend reinstated

The Board believes that it is now appropriate to reinstate the full year dividend and proposes a dividend of 4.0p per share (2020: Nil p - suspended due to Covid-19). We return to our commitment to long term shareholder returns via dividends from this year and we also intend to reinstate progressive interim and final dividends for FY22. The dividend will be paid on 10 December 2021 to shareholders on the register at 29 October 2021.

 

People

 

There were no changes at Board level in the period. Top level divisional management teams were largely unchanged. The management teams in each of the three divisions continue to be strengthened, with a number of key appointments being made in the year. The recruitment emphasis remains on the importance of the aftermarket opportunities. Skills availability is always a challenge, more so after Brexit and the effects of Covid-19. However, we do not expect to be unduly constrained by shortages, given the global economic situation. The Group continues to invest significant effort in developing skills in-house, through structured apprenticeship programmes and graduate development plans.

 

Our workforce is becoming ever more integrated and this provides additional capability, capacity and innovative thinking, to support our global blue-chip customer base.

 

Environmental, Social and Governance (ESG) Report

 

Avingtrans believe that operating in a safe, ethical and responsible manner is at the heart of creating sustainable value for all our stakeholders.

Our goal is to embed sustainability into our pinpoint-invest-exit business strategy. In 2021, we have reassessed our approach to sustainability with a view of integrating a sustainability strategy within our core business activities, aligning ourselves with the UN's Sustainable Development Goals (SDGs).

The SDGs set out the UN agenda for people, planet and prosperity, aim to achieve a prosperous, inclusive and sustainable society for all by 2030.

The SDGs provide all businesses with a new lens through which to translate the world's needs and ambitions into business solutions. These solutions will enable companies to better manage their risks, anticipate consumer demand, build positions in growth markets, secure access to resources, and strengthen their supply chains, while moving the world towards a sustainable and inclusive development path.

We have reviewed the SDGs alongside our operations and consider the following to be our priorities:

 

- Health, safety, and wellbeing

- Operational eco-efficiency

- Development of new technologies

Environmental

The Group's environmental policy is to ensure that we understand and effectively manage the actual and potential environmental impact of our activities. Our operations are conducted such that we comply with all legal requirements relating to the environment in all areas where we carry out our business.

 

During the period covered by this report, the Group has not incurred any significant fines or penalties, nor been investigated for any significant breach of Environmental regulations.

 

Statement of carbon emissions - compliance with Streamlined Energy and Carbon Reporting (SECR)

 

This is our first year of carbon reporting emissions under the SECR regime. The group have elected to voluntarily disclose the carbon reporting emissions under the SECR regime to provide stakeholders with a clear understanding of the group's position with regards to carbon emissions. In the year we have captured energy use across our UK sites and it is our intention to include all remaining (overseas) entities in our next annual report.

 

The Avingtrans business model is Pinpoint, Invest, Exit with most businesses sold within a three to five year time frame. As a result of our business model we expect to see significant fluctuation in energy use each year.

 

The methodology for this assessment has used the 2020 and 2021 emission conversion factors published by Department for Environment, Food and Rural Affairs and the Department for Business, Energy & Industrial Strategy. The assessment follows the location-based approach for assessing emissions from electricity usage and has used the UK electricity emissions factors (for generation and transmission and distribution).

 

The data in the tables below is drawn from our 7 locations in the UK. Carbon reporting is aligned to our financial statements, consequently we have excluded the results from our discontinued operations.

 

The following highlights Avingtrans' emissions and intensity ratios:

	2021
Scope 1:
Gas	714
Oil	471
Distribution	103
Company car travel	3
	1,291
Scope 2 - Purchased electricity	1,119
Total emissions tCO2e	2,410
Total energy consumption kWh	11,270,821
Intensity metrics:
Employees - UK sites	423
Emissions tCO2e per employee	5.7
Revenue (£m) - UK sites	60.0
Emissions tCO2e £m of revenue	40.2

 

Given the disruption to the operations in the year resulting from the covid-19 pandemic (and this being the first year of reliable data capture) we have not set Group goals at this point. A number of our sites that hold the ISO 14001 environmental standard are already working towards achieving their site-specific goals.

 

Operational eco-efficiency

 

Operational eco-efficiency plays a key role in our business. It supports our plan to maximise profitability, strengthen our competitive position, and provide customers with the highest quality of services. Our efforts to reduce energy use and prevent pollution also support our commitment to our employees, the environment, and the communities in which we are a part.

 

ISO 14001 Environment Management Systems

During the year Hayward Tyler China achieved the ISO14001 Environmental Management Systems accreditation, bringing the total number of our sites with this accreditation to 6. This accreditation ensures that our businesses are focused on their environmental impact, supported by effective management processes.

 

LED lighting systems

A significant proportion of our sites' energy consumption is spent on lighting. We have been installing energy efficient LED lighting systems across several of our sites. As well as improved lighting efficiency, brighter lights improve employee safety, and provide improved monitoring. At our latest installation, we expect the new lighting to give 50% efficiency improvements on the previous lighting, plus we expect further improvements to be derived from the smart monitoring systems.

 

On-site power generation

On site power generation can significantly reduce the environmental impact compared to purchasing power from the grid.

 

At Peter Brotherhood, we installed a Combined Heat & Power unit. The system burns natural gas to produce electricity and the excess heat is used to warm the building and can be converted and used for air conditioning. Excess electricity is sold back to the grid. Following the disposal of PB, we are considering whether this option is appropriate for other sites.

 

The significant footprint on some of our sites provides a good opportunity for solar power.  Our Luton business has already installed a solar array to generate on site power there.

 

Development of new technologies

 

Next generation nuclear power: Small Modular Reactors ("SMRs")

SMRs are advanced power plants that can be largely built in factories as modules to minimise costly on-site construction, and which allow manufacturers to reduce costs by producing many identical units. More than 70 designs of small modular reactor are in development in 18 countries around the world, mostly based on Gen III+ reactor technologies which are relatively close to commercial readiness.

The UK arm of our Hayward Tyler business is collaborating with the Nuclear Advanced Manufacturing Research Centre to develop a new reactor coolant pumps (RCP) for small modular reactors (SMRs) and help the UK supply chain prepare to produce critical components for the global SMR market.

 

Next generation nuclear power: Molten Chloride Fast Reactor ("MCFR")

Our US Hayward Tyler business has developed high-temperature molten salt pumps destined for a state-of-the-art Integrated Effects Test (IET) facility, under development by Southern Company and TerraPower to advance development of the Molten Chloride Fast Reactor (MCFR). This is a transformational, fourth-generation, molten salt nuclear technology, designed to enable low-cost, economywide decarbonization. Located at TerraPower's Everett, Washington facility, the IET is a non-nuclear, externally heated multi-loop system intended to test and validate integrated operation of MCFR systems as well as demonstrate multiple auxiliary MCFR functions.

 

From fission to fusion

The giant fusion reactor, currently under construction in France (ITER) will be used as a global demonstrator of fusion technologies, in the lead up to eventual full-scale fusion power plants. Like nuclear fission, fusion is free of carbon emissions (except for construction), but also has the benefit of a much smaller and less hazardous waste stream. Hayward Tyler in the USA is working with the US government, to design and produce specialist pumps for ITER, as part of the US contribution to the project. 

 

Nuclear waste remediation: Sellafield 3m3 boxes

The extension of Metalcraft's 3m3 box contract with Sellafield marks a transition to volume production of these containers. The boxes will be used to store intermediate level waste ("ILW") retrieved from silos at legacy locations in Cumbria. In environmental terms, this storage project represents one of the most positive and important intergenerational equity deliverables of the next few decades, developing and implementing critical technology to bequeath a pristine environment to posterity.

 

As part of this transition, Metalcraft will be producing circa 1,000 boxes over phase two of the programme, which is currently expected to take 6 years. Since 2015, Metalcraft has invested to create the only dedicated facility to supply boxes for ILW in the UK. As a result, Metalcraft believes it is in a leading position to tender for future decommissioning contracts at Sellafield over the duration the site decommissioning.

 

Renewables: Concentrated Solar Power (CSP)

Hayward Tyler in China supplied a glandless pump package to a major Chinese EPC, Shanghai Electric Corporation, for installation at Bin Rashid Al Maktoum Solar Park Phase IV. This is a 950MW Concentrated Solar Power (CSP) and Photovoltaic (PV) hybrid power plant. The project makes use of three different technologies to generate clean energy, consisting of 600MW from a parabolic basin complex, 100MW from a solar tower, and 250MW from PV panels.

 

It is the world's largest project using Concentrated Solar Power on a single location. The Dubai solar park is an important project supporting the Dubai Clean Energy Strategy, which aims to increase Dubai's use of clean energy to 75% of their total energy mix by 2050.

 

Magnetic Resonance Imaging (MRI): Going helium-free

Existing MRI systems rely on liquid helium, to cool the superconducting magnets at the heart of each system. Helium is a scarce, non-renewable resource, mostly obtained as a by-product of oil extraction. Therefore, in our new compact MRI designs, we are seeking to take advantage of the smaller system footprint, to enable us to rely on mechanical cooling only, thus eliminating use of helium entirely in these systems. 

 

Social

 

Social Responsibility

It is paramount that the Group maintains the highest ethical and professional standards across all of its activities and that social responsibility should be embedded in operations and decision making. We understand the importance of managing the impact that the business can have on employees, customers, suppliers and other stakeholders. The impact is regularly reviewed to sustain improvements, which in turn support the long-term performance of the business. Our focus is to embed the management of these areas into our business operations, both managing risk and delivering opportunities that can have a positive influence on our business.

 

Employees

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them directly and on financial and broader economic factors affecting the Group. The Group regularly reviews its employment policies. The Group is committed to a global policy of equality, providing a working environment that maintains a culture of respect and reflects the diversity of our employees. We are committed to offering equal opportunities to all people regardless of their gender, nationality, ethnicity, language, age, status, sexual orientation, religion or disability. We believe that employees should be able to work safely in a healthy workplace, without fear of any form of discrimination, bullying or harassment. We have been rolling-out a "dignity and respect" training program across the Group. We believe that the Group should demonstrate a fair gender mix across all levels of our business, whilst recognising that the demographics of precision engineering and manufacturing remain predominantly male, which is, to an extent, beyond our control.

 

Apprenticeships and training

All larger group locations are running apprenticeship schemes for young people, both to act as socially responsible employers and to optimise the demographics of our workforce over the mid to long term. The most developed of these schemes is at Metalcraft in Chatteris, UK, where the scheme there is very well established and has won multiple national awards over the past several years. This scheme is now being taken to another level (post-period end) with Metalcraft being given planning permission to construct a new training school on the Chatteris site, with construction work now underway.

 

The centre will be funded through a £3.16million grant from the Cambridgeshire and Peterborough Combined Authority and will provide training across a range of vocational subjects for between 80 and 130 apprentices per year, for the entire local area 

 

Health, safety, and wellbeing

 

The Group takes H&S matters and its related responsibilities very seriously.

 

As regular acquirers of businesses, we find different levels of capability and knowledge in different situations. Often, a key investment need in smaller acquisitions is to spread H&S best practice from other Group businesses and bring local processes up to required standards. Larger acquisitions (such as HTG previously) usually have well developed H&S processes and we seek to learn from these in other business units.

 

Employee equality, welfare and engagement are critical for developing our key asset. We focus on pro-active actions including internal training, certifications, and employee engagement through listening, survey and involvement.

 

Covid-19 has been the biggest health and safety issue for the Group this year. Fortunately, the nature of our products and the topography of our factories have given us a good base to work from, to make our workplaces Covid-19 safe. We have an overall set of guidelines to work to, derived from government policies around the world and local teams in each business adapt these to the specifics of their individual site. These measures include:

 

- Shielding of vulnerable employees

- Working from home where feasible

- Factory and office re-layouts to facilitate social-distancing

- Enhanced cleaning and site hygiene

- Additional use of PPE equipment where necessary

- Minimisation and careful management of third-party visitors to our sites

Where our employees have to visit other third party sites, they have protocols from their business unit to follow and must also adhere to the policies and procedures of the site which they are visiting. Each business has a team responsible for ensuring that the Covid-19 plan is kept up to date and adapted, if required, as the circumstances of the pandemic continue to evolve. Taken as a whole, these measures have allowed us to operate at a consistently high level of effectiveness throughout the pandemic and ensured that we have minimised any loss of output, whilst keeping all employees safe.

 

Our Health and Safety KPIs can be found in the key performance indices section of the strategic report. Health and Safety incident reporting has improved across the Group and trends have generally been improving over recent years. Near miss reporting and knowledge exchange is also positively encouraged, to facilitate learning and improvement. At Board level, Les Thomas has H&S oversight and he conducts inspections with local management as appropriate.

 

Ethical policy

The Group complies with the Bribery Act 2010. We do not tolerate bribery, corruption or other unethical behaviour on the part of any of our businesses or business partners in any part of the world. Employee training has been completed in all areas of the business to ensure that the Act is complied with.

 

Outlook

 

Avingtrans is a niche engineering market leader in the Energy and Medical sectors, with a successful profitable growth record, underpinned by our 'PIE' strategy. Recent acquisitions will provide further opportunities for the Group to build enduring value for investors in resilient market niches. We will continue to be frugal and seek to crystallise value and return capital when the timing is right, as part of the PIE strategy implementation. Our PIE strategy has served us well in the current crisis and could result in further opportunities to grow shareholder value.

 

The Group continues to invest in its three divisions, with a focus on the global energy and medical markets, to position them for maximum shareholder value via eventual exits in the years to come. The integration of Magnetica is proceeding to plan. The previous acquisitions of Booth and Energy Steel are recovering well, as demonstrated by the results in the period. The Peter Brotherhood disposal has left the Group in a strong net cash position, so we are proactively pursuing potential PIE prospects, with the ability to capitalise on any suitable strategic opportunities. Our value creation targets continue to be accomplished as planned and are underpinned by a conservative approach to debt.

 

The energy divisions have a strong emphasis on the thermal power, nuclear and hydrocarbon markets and aftermarkets. Following the acquisition of a majority stake in Magnetica in the period, the medical division has pivoted to focus on compact, helium-free MRI systems, which the Board believes could create significant future shareholder value. To drive profitability and market engagement, each division has a clear strategy to support end-user aftermarket operations, servicing its own equipment and (where pertinent) third parties, to capitalise on the continued market demand for efficient, reliable and safe facilities.

 

The on-going disruption caused by the Covid-19 pandemic remains our biggest uncertainty. However, we have taken rapid and effective cost and risk mitigation actions so far, to limit any potential downside and we will continue to be on our guard.

 

Despite the impacts of Covid-19, our markets continue to develop and M&A opportunities remain a priority for us. Businesses like ours can command high valuations at the point of exit, as demonstrated by the disposal of Peter Brotherhood. The Board remains cautiously confident about the current strategic direction and potential future opportunities across our markets. We will continue to refine our business by pinpointing specific additional acquisitions as the opportunities arise, to create superior shareholder value, whilst maintaining a prudent level of financial headroom, to enable us to endure any subsequent headwinds, whether deriving from Covid-19, or otherwise.

The Strategic Report was approved by the Board on 28 September 2021 and signed on its behalf by:

 

 

Roger McDowell	Steve McQuillan	Stephen King
Chairman	Chief Executive Officer	Chief Financial Officer
28 September 2021	28 September 2021	28 September 2021

 

 

 

 

 

CONSOLIDATED INCOME STATEMENT	Note	2021	2020
		£'000	£'000
Revenue	1	98,516	91,961
Cost of sales		(68,586)	(67,340)
Gross profit		29,930	24,621
Distribution costs		(3,024)	(3,392)
Administrative expenses		(20,821)	(20,625)
Operating profit before amortisation of acquired intangibles, other non-underlying items and exceptional items		8,188	3,249
Amortisation of acquired intangibles	2	(1,008)	(2,004)
Share based payment	2	(133)	(103)
Acquisition costs	2	(234)	(294)
Restructuring costs		(771)	(244)
Other exceptional		43	-
Operating profit	1	6,085	604
Finance income	2	73	38
Finance costs	2	(711)	(711)
Profit/(loss) before taxation		5,447	(69)
Taxation	3	(383)	(28)
Profit/(loss) after taxation from continuing operations	2	5,064	(97)
Profit after taxation from discontinued operations	6	22,136	1,483
Profit for the financial year		27,200	1,386
Profit is attributable to:
Owners of Avingtrans PLC		27,366	1,386
Non-controlling interest		(166)	-
Total		27,200	1,386
Earnings per share:
From continuing operations
- Basic	4	15.9p	(0.3)p
-Diluted	4	15.6p	(0.3)p
From continuing and discontinuing operations
-Basic	4	85.4p	4.4p
-Diluted	4	83.6p	4.3p

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
		2021	2020
		£'000	£'000
Profit for the year		27,200	1,386
Items that will not be subsequently be reclassified to profit or loss
Remeasurement of defined benefit liability		(662)	58
Income tax relating to items not reclassified		49	(43)
Items that may/will subsequently be reclassified to profit or loss
Exchange differences on translation of foreign operations		(1,162)	120
Total comprehensive income for the year attributable to equity shareholders		25,425	1,521

 

 

 

 

CONSOLIDATED BALANCE SHEET at 31 May 2021	Note	2021	2020
		£'000	£'000
Non current assets
Goodwill		21,222	23,459
Other intangible assets		14,464	13,834
Property, plant and equipment		25,281	34,445
Deferred tax		1,767	1,241
Pension and other employee obligations		1,284	1,646
		64,018	74,625
Current assets
Inventories		10,076	13,390
Trade and other receivables: falling due within one year		36,010	36,910
Trade and other receivables: falling due after one year		1,798	-
Current tax asset		633	1,221
Cash and cash equivalents		30,078	5,088
		78,595	56,609
Total assets		142,613	131,234
Current liabilities
Trade and other payables		(26,587)	(30,308)
Lease liabilities		(1,310)	(2,125)
Borrowings		(2,160)	(6,005)
Current tax liabilities		(672)	(70)
Provisions		(1,742)	(5,514)
Derivatives		(144)	(36)
Total current liabilities		(32,615)	(44,058)
Non-current liabilities
Borrowings		(3,368)	(3,965)
Lease liabilities		(2,965)	(9,340)
Deferred tax		(3,456)	(2,460)
Contingent consideration		-	(256)
Other creditors		(1,246)	(1,247)
Total non-current liabilities		(11,035)	(17,268)
Total liabilities		(43,650)	(61,326)
Net assets		98,963	69,908
Equity
Share capital		1,599	1,588
Share premium account		15,347	14,970
Capital redemption reserve		1,299	1,299
Translation reserve		(732)	430
Merger reserve		28,949	28,949
Other reserves		1,457	180
Investment in own shares		(4,235)	(4,235)
Retained earnings		53,614	26,727
Total equity attributable to equity holders of the parent		97,298	69,908
Non-controlling interest		1,665	-
Total equity		98,963	69,908

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY at 31 May 2021     Share  capital Share  premium account Capital redemp- tion  reserve Merger  reserve Trans- lation  reserve Other  reserves Invest-ment in own shares Retained earnings Total Attributable owners of the Group     Non-controlling interest       Total Equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 June 2019 1,568 14,018 1,299 28,949 310 180 (3,435) 26,405 69,294 - 69,294 Ordinary shares issued 20 952 - - - - - - 972 - 972 Dividends paid - - - - - - - (1,191) (1,191) - (1,191) Investment in own shares - - - - - - (800) - (800)   -   (800) Share-based payments - - - - - - - 112        112 - 112 Total transactions with owners 20 952 - - - - (800) (1,079) (907)   -   (907) Profit for the year - - - - - - - 1,386 1,386 - 1,386   Other comprehensive income Actuarial gain for the year on pension scheme - - - - - - - 58 58   -   58 Deferred tax on actuarial movement on pension scheme - - - - - - - (43) (43)     -     (43) Exchange gain - - - - 120 - - - 120 - 120 Total comprehensive income for the year - - - - 120 - - 1,401 1,521         - 1,521 Balance at 31 May 2020 1,588 14,970 1,299 28,949 430 180 (4,235) 26,727 69,908     - 69,908
	Share  capital	Share  premium account	Capital redemp- tion  reserve	Merger  reserve	Trans- lation  reserve	Other  reserves	Invest-ment in own shares	Retained  earnings	Total Attributable owners of the Group	Non-controlling interest	Total Equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 June 2020	1,588	14,970	1,299	28,949	430	180	(4,235)	26,727	69,908	-,	69,908
Ordinary shares issued	11	377	-	-	-	-	-	-	388	-	388
Magnetica acquisition	-	-	-	-	-	-	-	-	-	1,831	1,831
Gain on disposal of non-controlling interest in subsidiary	-	-	-	-	-	1,278	-	-	1,278	-	1,278
Share-based payments	-	-	-	-	-	-	-	133	133	-	133
Total transactions with owners	11	377	-	-	-	1,278	-	133	1,799	1,831	3,630
Profit for the year	-	-	-	-	-	-	-	27,366	27,366	(166)	27,200

 

Other comprehensive income
Actuarial gain for the year on pension scheme	-	-	-	-	-	-	-	(662)	(662)	-	(662)
Deferred tax on actuarial movement on pension scheme	-	-	-	-	-	-	-	49	49	-	49
Exchange loss	-	-	-	-	(1,162)	-	-	-	(1,162)	-	(1,162)
Total comprehensive income for the year	-	-	-	-	(1,162)		-	26,753	25,591	(166)	25,425
Balance at 31 May 2021	1,599	15,347	1,299	28,949	(732)	1,458	(4,235)	53,614	97,298	1,665	98,963

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 May 2021	Note
		2021	2020
		£'000	£'000
Operating activities
Cash flows from operating activities	5	6,877	2,919
Finance costs paid		(723)	(1,189)
Income tax paid		491	(1,527)
Contributions to defined benefit plan		(272)	(254)
Net cash inflow/(outflow) from operating activities		6,373	(51)
Investing activities
Acquisition of subsidiary undertakings, net of cash acquired	6	341	720
Disposal of subsidiary undertaking, net of disposal costs	6	26,636	-
Finance income		73	38
Purchase of intangible assets		(884)	(760)
Purchase of property, plant and equipment		(1,532)	(3,984)
Proceeds from sale of property, plant and equipment		-	-
Net cash generated from/(used in) investing activities		24,634	(3,986)
Financing activities
Equity dividends paid		-	(1,191)
Repayments of bank loans		(4,397)	(675)
Repayment of leases		(1,993)	(2,200)
Proceeds from issue of ordinary shares		388	972
Proceeds from borrowings		149	3,807
Net cash (outflow)/inflow from financing activities		(5,853)	713
Net increase/(decrease) in cash and cash equivalents		25,154	(3,324)
Cash and cash equivalents at beginning of year		4,693	8,053
Effect of foreign exchange rate changes on cash		(111)	(36)
Cash and cash equivalents at end of year		29,736	4,693

 

 

 

 

Avingtrans plc Notes

Preliminary Results for the year ended 31 May 2021

 

 

1. Segmental analysis

 

Year ended 31 May 2021	Energy EPM	Energy PSRE	Medical  MII	Unallocated  central items	Total
	£'000	£'000	£'000	£'000	£'000
Original Equipment	15,427	32,942	9,367	-	57,736
After Market	35,956	4,629	195	-	40,780
Revenue	51,383	37,571	9,562	-	98,516
Operating profit/(loss)	2,833	4,312	(302)	(758)	6,085
Net finance income/(expense)	(390)	(194)	(45)	(9)	(638)
Taxation credit/(charge)	191	(651)	1	76	(383)
Profit/(loss) after tax from continuing operations	2,634	3,467	(346)	(691)	5,064
Segment non-current assets	44,164	11,525	8,329	-	64,018
Segment current assets	34,940	15,045	3,711	24,899	78,595
	79,104	26,570	12,040	24,899	142,613
Segment liabilities	(9,381)	(12,856)	(6,331)	(15,082)	(43,650)
Net assets	69,723	13,714	5,709	9,817	98,963
Non-current asset additions
Intangible assets	75	318	3,610	-	4,003
Tangible assets	1,544	663	105	-	2,312
	1,619	981	3,715	-	6,315
Other income statement items:
Depreciation and amortisation	(2,409)	(1,119)	(788)	-	(4,316)

Unallocated assets/ (liabilities) consist primarily of interest-bearing assets and liabilities and income tax assets and liabilities. Medical MII results include the acquisition of Magnetica AU which contributed £47k Group revenue and £418k loss after tax respectively (note 6).

Year ended 31 May 2020	Energy EPM	Energy PSRE	Medical  MII	Unallocated  central items	Total
	£'000	£'000	£'000	£'000	£'000
Original Equipment	12,780	28,032	11,879	-	52,691
After Market	36,530	2,740	-	-	39,270
Revenue	49,310	30,772	11,879	-	91,961
Operating profit/(loss)	1,261	366	(326)	(697)	604
Net finance (expense)/ income	(549)	(51)	(62)	(11)	(673)
Taxation	(84)	(124)	121	59	(28)
Profit/ (loss) after tax from continuing operations	628	191	(267)	(649)	(97)
Segment non-current assets	46,933	22,978	4,714	-	74,625
Segment current assets	25,072	23,613	3,169	4,755	56,609
	72,005	46,591	7,883	4,755	131,234
Segment liabilities	(3,845)	(29,875)	(9,627)	(17,979)	(61,326)
Net assets	68,160	16,716	(1,744)	(13,224)	69,908
Non-current asset additions
Intangible assets	1,697	336	118	-	2,151
Tangible assets	1,574	2,292	118	-	3,984
	3,271	2,628	236		6,135
Other income statement items:
Depreciation and amortisation	(2,401)	(604)	(747)	-	(3,752)

Geographical

The following tables provides an analysis of the Group's revenue by destination and the location of non-current assets (excluding deferred tax assets and defined benefit pension surplus) by geographical market:

	2021	2020	2021	2020
	Revenue	Revenue	Non-current Assets	Non-current Assets
	£'000	£'000	£'000	£'000
United Kingdom	43,594	39,816	27,485	39,704
Europe (excl. UK)	8,407	9,808	-	-
United States of America	18,619	20,532	27,544	29,587
Africa & Middle East	2,137	2,482	-	-
Americas & Caribbean (excl. USA)	3,523	4,155	-	-
China	11,137	8,325	2,059	2,396
Asia Pacific (excl. China)	10,606	6,843	3,879	51
Antarctica	493	-	-	-
	98,516	91,961	60,967	71,738

The Group had no single external customer which represented more than 10% of the Group's revenue in the current or prior year

Prior year figures have been restated throughout the notes due to PB moving to discontinued operation.

 

2. Adjusted Earnings before interest, tax, depreciation and amortisation

 

	2021	2020
	£'000	£'000
Profit/(loss) before tax from continuing operations	5,447	(69)
Share based payment expense	133	103
Acquisition costs	234	294
Restructuring costs	771	244
Other exceptionals	(43)	-
Loss on derivatives	109	8
Amortisation of intangibles from business combinations	1,008	2,004
Adjusted profit before tax from continuing operations	7,659	2,584
Finance income	(73)	(38)
Finance cost	711	711
Loss on derivatives	(109)	(8)
Adjusted profit before interest, tax and amortisation from business combinations ('EBITA')	8,188	3,249
Depreciation	3,461	3,352
Amortisation of other intangible assets	545	403
Amortisation of contract assets	310	-
Adjusted Earnings before interest, tax, depreciation and amortisation ('EBITDA') from continuing operations	12,504	7,004

 

The Directors believe that the above adjusted earnings are a more appropriate reflection of the Group performance.

 

 

3. Taxation

 

 

	2021	2020
	£'000	£'000
Continuing operations
Current tax
Corporation tax - current year	6	57
Corporation tax - prior year	43	13
Overseas tax	738	(170)
Total current tax	787	(100)
Deferred tax
Deferred tax - current year	(241)	111
Deferred tax - prior year	(298)	(50)
Deferred tax - rate	135	67
Total deferred tax	(404)	128
Tax charge on continuing operations	383	28
Tax (credit)/charge on discontinued operations	(746)	406
Total tax (credit)/charge in the year	(363)	434

 

Corporation tax is calculated at 19% (2020: 19%) of the estimated assessable profit/loss for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

 

 

4. Earnings per ordinary share

 

Basic and diluted earnings per share have been calculated in accordance with IAS 33 which requires that earnings should be based on the net profit or loss 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 ExSOP share options.

	2021	2020
	Number	Number
Weighted average number of shares - basic	31,855,908	31,531,278
Share option adjustment	670,102	569,687
Weighted average number of shares - diluted	32,526,010	32,100,965
	2021	2020
	£'000	£'000
Profit from continuing operations	5,064	(96)
Share based payment expense	133	103
Acquisition costs	234	294
Restructuring costs	771	244
Other exceptionals	(43)	-
Loss on derivatives	109	8
Amortisation of intangibles from business combinations	1,008	2,004
Adjusted profit after tax from continuing operations	7,276	2,557
From continuing operations:
Basic earnings per share	15.9p	(0.3)p
Adjusted basic earnings per share	22.8p	8.1p
Diluted earnings per share	15.6p	(0.3)p
Adjusted diluted earnings per share	22.4p	8.0p
Earnings from discontinuing operations:	24,028	2,642
From discontinuing operations
Basic earnings per share	69.5p	4.7p
Adjusted basic earnings per share	75.4p	8.4p
Diluted earnings per share	68.1p	4.6p
Adjusted diluted earnings per share	73.9p	8.2p
Earnings attributable to shareholders including non-controlling interest	31,303	5,199
Basic earnings per share	85.4p	4.4p
Adjusted basic earnings per share	98.3p	16.5p
Diluted earnings per share	83.6p	4.3p
Adjusted diluted earnings per share	96.2p	16.2p

 

The Directors believe that the above adjusted earnings per share calculation for continuing operations is a more appropriate reflection of the Group's underlying performance.

 

There are Nil share options at 31 May 2021 (2020: 585,000) that are not included within diluted earnings per share because they are anti-dilutive.

 

5. Notes to the consolidated cash flow statement

 

Cash flows from operating activities:

	2021	2020
	£'000	£'000
Continuing operations
Profit/(loss) before income tax from continuing operations	5,447	(69)
(Loss)/profit before income tax from discontinuing operations before disposal	(1,732)	1,889
Adjustments for:
Depreciation	3,461	4,343
Amortisation of intangible assets	545	466
Amortisation of intangibles from business combinations	1,008	2,222
Loss on disposal of property, plant and equipment	6	119
Finance income	(73)	(38)
Finance expenses	711	1,141
Share based payment charge	133	112
Changes in working capital
Decrease in inventories	1,468	2,157
Increase in trade and other receivables	(5,108)	(5,010)
Increase/(decrease) in trade and other payables	1,457	(3,565)
Decrease in provisions	(457)	(824)
Other non cash changes	11	(24)
Cash flows from operating activities	6,877	2,919

 

	2021	2020
	£'000	£'000
Cash and cash equivalents
Cash	30,078	5,088
Overdrafts	(342)	(395)
	29,736	4,693

 

6. Acquisitions and disposals

 

Business combination - Magnetica Limited

 

On 29 January 2021, the Group acquired 58.1% of the shares in Magnetica Ltd in exchange for its 98.5% shareholding in Scientific Magnetics Limited plus deferred cash consideration. Prior to exchange Avingtrans capitalised its £4,097,000 loan to Scientific Magnetics Limited for an increase in its shareholding to 98.5%. Post-acquisition Scientific Magnetics Limited will be a subsidiary of the Magnetica Limited.

 

Magnetica Limited is an Australian medtech and engineering company which specialises in next-generation MRI technologies. By bringing together Scientific Magnetics Limited and Magnetica Limited management can accelerate the development of compact MRI systems.

 

Scientific Magnetics Limited owns 100% of the common stock of Tecmag Inc, a subsidiary based in Texas which specialises in spectrometer design and manufacture.

 

The fair value of Magnetica's net assets at the date of acquisition were as follows:

 

	£'000
Property, plant and equipment	306
Intangible assets	3,119
Inventories	42
Trade and other receivables	23
Cash	349
Trade and other payables	(197)
Deferred tax liability	(858)
Net assets	2,784
Goodwill	324
	3,108
Goodwill and consideration on acquisition:
Fair value of business given in consideration	1,785
Deferred consideration	156
Non-controlling interest in relation to Magnetica	1,167
Less fair value of assets and liabilities acquired	(2,784)
Goodwill	324

 

We have calculated the fair value of the business given in consideration using a discounted cash flow model. In exchange for the 58.1% shareholding in Magnetica the gave up 40.4% of our interest in Scientific Magnetics and its subsidiary, Tecmag. The 40.4% is the difference between the original ownership in Scientific Magnetics (98.5%) and the acquired shareholding in Magnetica (58.1%). To calculate the value Scientific Magnetics and Tecmag, have prepared detailed cash flow forecasts on a standalone basis for a 2-year period beyond the acquisition date. Beyond the forecast period we have assumed a 3.4% revenue growth rate based on historical trends. Cash flows have been discounted at a rate of 13.7%

 

As part of the sales agreement, Avingtrans were required to make an additional cash injection of £388,000. The deferred consideration value is calculated by multiplying this cash injection by 40.4%. The deferred cash consideration was paid in the financial year.

 

Non-controlling interest has been calculated using the proportionate share of net assets approach.

 

The impact of the Magnetica acquisition on the Consolidated income statement is as follows:
	£'000
Revenue	47
Cost of sales	(22)
Gross profit	25
Distribution costs	(209)
Operating profit before amortisation of acquired intangibles, other non-underlying items and other exceptional items   other non-underlying items and exceptional items	(184)
Acquisition related expenses	(234)
Loss before tax	(418)
Tax income	-
Overall effect on the Consolidated Income Statement	(418)

Since acquisition Magnetica contributed the following to the Group's cashflows:

	£'000
Net cash outflow from operating activities	(398)
Net cash used by investing activities	(173)
Net cash inflow from financing activities	-

 

Discontinued operations - Peter Brotherhood Limited

 

a)    Description

On 11 March 2021, Hayward Tyler Group PLC, subsidiary of the Avingtrans Group disposed of Peter Brotherhood Limited to Granite Holdings Global Limited. Peter Brotherhood Limited is reported as a discontinued operation. Financial information relating to the discontinued operation for the period to the date of disposal is set out below.

In the prior year, management took the decision to close the Crown site near Bristol and relocate the residual road and rail infrastructure assets to Stainless Metalcraft. The financial results for this year are included in the table below.

 

b)    Financial performance and cash flow information

 

	2021	2020
	£'000	£'000
Revenue	8,354	22,697
Expenses	(10,086)	(20,808)
(Loss)/profit before income tax	(1,732)	1,889
Income tax credit/(expense)	489	(406)
(Loss)/profit after income tax of discontinued operations	(1,243)	1,483
Gain on sale of the subsidiary after income tax	23,379	-
Profit from discontinued operations	22,136	1,483
	2021	2020
	£'000	£'000
Net cash flow from operations	(2,314)	2,624
Net cash flow from investing activities	26,618	(595)
Net cash flow from financing activities	(383)	(4,472)
Net increase/(decrease) in cash generated	23,921	(2,443)

 

c)     Details of the sale of the subsidiary

 

	2021
	£'000
Cash consideration	30,636
Adjustment for cash on disposal	(1,573)
Disposal expenses	(2,428)
Net cash impact from disposal	26,635

 

d)    Profit on the sale of the subsidiary

 

 

	2021
	£'000
Net cash impact from disposal	26,636
Adjustment for cash on disposal	1,573
Net assets	(4,830)
Profit on disposal of subsidiary	23,379

 

The carrying amount of assets and liabilities at the date of sale were:

	2021
	£'000
Goodwill	2,521
Other intangible assets	1,464
Property, plant & equipment	6,610
Deferred tax asset	617
Inventories	1,285
Trade and other receivables	3,026
Current tax assets	248
Cash and cash equivalents	1,573
Total assets	17,344
Trade and other payables	(4,169)
Deferred tax liability	(257)
Lease liabilities	(5,536)
Provisions	(2,552)
Total liabilities	(12,514)
Net assets	4,830

 

e)     Reconciliation of enterprise value to equity value (cash consideration)

The disposal was made using a locked box mechanism which fixes the price payable on completion by reference to the net debt and working capital on an agreed point in time (the "locked box date").

	£'000
Enterprise value	35,000
Normalised working capital	(1,043)
Cash	1,877
Lease liabilities	(5,649)
Deferred capital expenditure	(446)
Other items	897
Equity value / cash consideration	30,636

 

 

7. Net cash/ (debt) and gearing

 

	2021	2020
	£'000	£'000
Cash	30,078	5,088
Overdrafts	(342)	(395)
Loans	(5,186)	(9,575)
Lease liability - finance leases under IAS17	(1,210)	(2,503)
Net cash/(debt) - excluding IFRS 16	23,340	(7,385)
Lease liability - under IFRS 16	(3,065)	(8,962)
Net cash/(debt)	20,275	(16,347)
Equity	98,963	69,907
Net cash/(debt) to equity ratio	20.5%	(23.4)%

 

 

 

8. Preliminary statement and basis of preparation

 

This preliminary statement, which has been agreed with the auditors, was approved by the Board on 28 September 2021.  It is not the Group's statutory accounts within the meaning of Section 434 of the Companies Act 2006.

 

The statutory accounts for the two years ended 31 May 2021 and 2020 received audit reports which were unqualified and did not contain statements under s498(2) or (3) of the Companies Act 2006.  The statutory accounts for the year ended 31 May 2020 have been delivered to the Registrar of Companies but the 31 May 2021 accounts have not yet been filed.

 

The Company's financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and those parts of the Companies Act 2006 that apply to companies reporting under IFRS. The principal accounting policies adopted by the company, which remain unchanged, are set out in the statutory financial statements for the year ended 31 May 2021.

 

9. Annual report and Accounts

 

The Report and Accounts for the year ended 31 May 2021 will be available on the Group's website www.avingtrans.plc.uk on or around 11 October 2021.  Further copies will be available from the Avingtrans' registered office:

 

Chatteris Business Park, Chatteris, Cambridgeshire PE16 6SA.

 

 

10. Annual General Meeting

 

The Annual General Meeting of the Group will be held at Shakespeare Martineau LLP, No1 Colmore Square, Birmingham, B4 6AA on 18 November 2021 at 11:00am.