Titon Holdings Plc
Business Review
Financial performance
Group Profit before Taxation for the six-month period ended 31 March 2015 was £792,000 (2014: £551,000) on Revenues 21% higher at £10,699,000 (2014: £8,840,000).
Earnings per share for the period were 4.59p (2014: 2.39p) and the Directors have declared an increased interim dividend of 1.25p per share (2014: 1.0p per share).
Net Cash Balances at 31 March 2015 were £2,413,000 (2014: £1,851,000).
Trading commentary
I am pleased to report a satisfactory improvement in our Group Profit before Tax for the six months ended 31st March 2015. This has risen to £792,000 from £551,000 last year, a rise of 44%. Once again, it is the results from our Korean business which has made the biggest contribution to our profit in the period.
Our overall revenue has grown by 21% versus the same period last year and it is the increase in revenue from Korea which has largely fuelled this. Sales in Korea to our Associate Company have increased by 44% reflecting the increased demand for our products from the private sector of the Korean new build market.
In the UK, which remains the largest market for our products, sales have increased by 15% to £6.1m (2014: £5.3m). The increased demand for our products combined with better margins has enabled us to build on last year's second half performance, when we returned a profit in the UK following first half losses.
Sales at our Ventilation Systems division have continued to grow over the period as residential construction in South East England remains strong and we enlarge our customer base. As previously noted, we have invested significantly in developing a range of mechanical ventilation with heat recovery products and now have a range that allows us to meet requirements from a two bedroom apartment all the way up to a five bedroom house. We will continue to invest in new products for this division as we believe that the topic of Indoor Air Quality ("IAQ") will become more significant in the future as buildings are constructed to a higher standard, thus reducing adventitious ventilation through cracks and gaps. I am pleased to report that Titon has played a leading role within BEAMA, which is the trade body for the British electrotechnical industry, in the public campaign to increase public awareness of IAQ. This has resulted in the creation of the My Health My Home website www.myhealthmyhome.com, which I recommend that you have a look at.
In our Window and Door Hardware division, sales for the half year have only increased marginally from last year. We have seen a softening of demand from key customers, which coincides with the recent UK GDP figures showing that the construction sector (which includes house building and repairs, maintenance and improvements) has had negative growth for the last two quarters. The weak period does coincide with the run up to the General Election but it is difficult to say if this has caused the weakness. We continue to devote resources to new door and window products but this market remains highly competitive.
Outside the UK, weakness in our sales of hardware products has been more than offset by increased sales of mechanical ventilation products. We exhibited our mechanical ventilation products at the ISH trade show in Frankfurt in March 2015 for the first time and expect to increase our business in overseas markets as a result. For hardware products the major market is with customers in the European Union where the economic difficulties associated with a lack of demand are well documented. Our subsidiary in the United States has had a good half year with sales up by over 50% as the construction market there also recovers from the long recession. We have reorganised our operation in the US and have taken on an additional sales manager as we anticipate higher demand in the future as the US construction market continues to improve.
In Korea, as noted above, we have had another strong period. Sales to third party customers by our associate, Browntech Sales Limited, rose by 36% compared to the prior period, which reflects the strengthening Korean house building market. I reported in my year end statement to shareholders that we anticipated greater competition in Korea, and this has been the case. As a result, our profit growth in Korea has been limited to 5% over the period although overall profit levels there are still very satisfactory. Once again, I would like to thank our Korean colleagues for all of their hard work and persistence. Their success has enabled Titon Korea to repay all of the outstanding loans which Titon Holdings made when the partnership was established.
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Prospects
We expect conditions in our main UK market in the second half to be more challenging than in the first half year. The General Election is now over and we very much hope that the uncertainty which we have seen from our UK customers in recent months disappears. The newly elected Conservative government has committed to improve the supply and affordability of new houses and we look forward to that commitment being met over the next five years. Although the European economy remains weak it appears to be stable and there have been a few signs recently of GDP numbers increasing but we are not holding our breath.
We are optimistic that our Korean partnership will continue to grow in 2015 both in terms of sales and profitability. We have recently designed a new low cost ventilator for one particular sector of this market and the product will be launched in the second half. I will be travelling to Korea later this month to discuss our business and prospects, which I am looking forward to.
We continue to invest in both new machinery in our factory in the UK and new products from the Far East which should benefit both our Hardware and Ventilation Systems divisions in the future. This is possible due to the strength of our Company's balance sheet, and particularly the cash balances that we have accrued. Our most important asset, however, is our very talented team of people who work hard and show great commitment to our business, wherever they are located and I thank them greatly for their efforts.
Principal risk and uncertainties
The key financial and non-financial risks faced by the Group are disclosed in the Group's Annual Report and Accounts for the year ended 30 September 2014 within the Strategic Report (page 7) available at www.titonholdings.com. The Board considers that these remain a current reflection of the risks and uncertainties facing the business. The Board also considers that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements and has not identified any material uncertainties which would prevent us so doing.
Responsibility Statement
The Directors confirm that, to the best of their knowledge, this condensed set of consolidated financial statements has been prepared in accordance with IAS 34 as adopted by the European Union, and that this Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The Directors of Titon Holdings Plc are listed on page 14 of this document. A list of current directors is maintained on the Group's website www.titonholdings.com.
On behalf of the Board
KA Ritchie
Chairman
12 May 2015
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Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
1 Basis of preparation
Titon Holdings Plc (the 'Company') is a company domiciled in England. The condensed consolidated interim financial statements of the Group for the six months ended 31 March 2015 comprise the Company and its subsidiaries (together referred to as the 'Group').
The IASB has issued the following revised and updated IFRIC amendments which have been adopted, although they have no impact on the Group's reporting; amendments to:
· IFRS 10 Consolidated Financial Statements - establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities. |
· IFRS 11 Joint Arrangements - the principle in IFRS 11 is that a party to a joint arrangement recognises its rights and obligations arising from the arrangement rather than focusing on the legal form. |
· IFRS 12 Disclosure of Interests in Other Entities - includes the disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structured entities. |
· IAS 27 Separate Financial Statements - contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. The Standard requires an entity preparing separate financial statements to account for those investments at cost or in accordance with the applicable financial instruments standard (i.e. IAS 39 or IFRS 9). |
· IAS 28 Investments in Associates and Joint Ventures - the standard now includes the required accounting for joint ventures as well as the definition and required accounting for associates. |
· Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities - The Amendments provide an exception from the requirements for a qualifying entity to consolidate investees and, instead, requires them to present their investments in subsidiaries as a net investment that is measured at fair value. The exception means that entities will be able to measure all investments at fair value using the requirements in IFRS. |
· Transition Guidance Amendments to IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities. The Amendments clarify the transition and also provide additional transition relief, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. |
· Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities - this Amendment to IAS 32 seeks to clarify rather than to change the off-setting requirements previously set out in IAS 32. |
· Amendments to IAS 36 Recoverable amounts disclosures for non-financial assets - this narrow-scope amendment addresses the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less costs of disposal. |
· Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting - this narrow scope amendment to IAS 39 will allow hedge accounting to continue, if specific conditions are met, in a situation where a derivative, which has been designated as a hedging instrument, is novated to effect the clearing with a central counterparty as a result of laws or regulation. |
· IFRIC 21 Levies. This is an interpretation of IAS 37 Provisions, Contingent Liabilities and Contingent Assets on the accounting for levies imposed by governments - the interpretation clarifies that the obligation event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy. |
Otherwise, the condensed interim financial statements have been prepared using accounting policies set out in the Report and Accounts 2014 and have been applied consistently to all periods presented in these financial statements. They are in accordance with IAS 34. The six months results for both 31 March 2014 and 2015 have neither been audited nor reviewed pursuant to guidance issued by the Auditing Practices Board. The financial information for the year end 30 September 2014 does not constitute the full statutory accounts for that period. The Company's Report and Accounts 2014 have been delivered to the Registrar of Companies. The independent auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.
The condensed interim financial statements do not constitute full accounts within the meaning of Section 434 of the Companies Act 2006.
The interim report was approved by the Board and authorised for issue on 12 May 2015. Copies of the interim report will be sent to shareholders in the next few weeks.
This statement is being sent to shareholders, will be available on the Group's website at www.titonholdings.com and from the Company's registered office at International House, Peartree Road, Stanway, Colchester, Essex CO3 0JL.
Page 7
Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
2 Segment reporting
In identifying its operating segments, management generally follows the Group's reporting lines, which represent the main geographic markets in which the Group operates. The segment reporting below is shown in a manner consistent with the internal reporting provided to the Board, which is the Chief Operating Decision Maker (CODM). These operating segments are monitored and strategic decisions are made on the basis of segment operating results.
The Group operates three main business segments which are:
Segment | Activities undertaken include: |
United Kingdom | Sales of passive and powered ventilation products to house builders, electrical contractors and window and door manufacturers. In addition to this, it is a leading supplier of window and door hardware. |
South Korea | Sales of passive ventilation products to construction companies. |
All other countries | Sales of passive and powered ventilation products to distributors, window manufacturers and construction companies |
Inter-segment revenue is transacted on an arm's length basis and charged at prevailing market prices for a specific product and market or cost plus where no direct comparative market price is available. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Research and development entity-wide financial expenses are not allocated to the business activities for which R&D is specifically performed and it is not therefore reported as a separate operating segment. Sales Administration and Other Expenses are not currently allocated to operating segments in the Group's reporting to the CODM, and Other Expenses include mainly central and parent company overheads relating to group management, the finance function and regulatory requirements.
The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its financial statements.
The total assets for the segments represent the consolidated total assets attributable to these reporting segments. Parent company results and consolidation adjustments reconciling the segmental results and total assets to the consolidated financial statements, are included within the United Kingdom segment figures stated below.
Business segment | United Kingdom | South Korea | All other countries | Total |
| £'000 | £'000 | £'000 | £'000 |
6 months ended 31 March 2015 |
|
|
|
|
Segment revenue | 6,094 | 3,445 | 1,160 | 10,699 |
Inter-segment revenue | - | - | 265 | 265 |
Total Revenue | 6,094 | 3,445 | 1,425 | 10,964 |
Segment profit | 1,195 | 661 | 140 | 1,996 |
Unallocated expenses |
|
|
|
|
Research and Development expenses |
|
|
| (278) |
Sales Administration expenses |
|
|
| (349) |
Other Expenses |
|
|
| (579) |
Finance income |
|
|
| 2 |
Profit before tax |
|
|
| 792 |
Tax expense |
|
|
| (116) |
Profit for the period |
|
|
| 676 |
Depreciation and amortisation | 265 | 16 | - | 281 |
Total assets | 11,204 | 4,155 | 314 | 15,673 |
Total assets include: |
|
|
|
|
Investments in associates | 660 | - | - | 660 |
Additions to non-current assets (other than financial instruments and deferred tax assets and excluding changes in value of the non-current asset investment in the associate) | 285 | 46 | - | 331 |
The South Korean Segment profit includes the Group's share of the profits from the Associate.
Page 8
Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
2 Segment reporting (continued)
Business segment | United Kingdom | South Korea | All other countries | Total |
| £'000 | £'000 | £'000 | £'000 |
6 months ended 31 March 2014 |
|
|
|
|
Segment revenue | 5,319 | 2,674 | 847 | 8,840 |
Inter-segment revenue | - | - | 172 | 172 |
Total Revenue | 5,319 | 2,674 | 1,019 | 9,012 |
Segment profit | 892 | 627 | 60 | 1,579 |
Unallocated expenses |
|
|
|
|
Research and Development expenses |
|
|
| (211) |
Sales Administration expenses |
|
|
| (287) |
Other Expenses |
|
|
| (531) |
Finance income |
|
|
| 1 |
Profit before tax |
|
|
| 551 |
Tax expense |
|
|
| (94) |
Profit for the period |
|
|
| 457 |
Depreciation and amortisation | 271 | 16 | - | 287 |
Total assets | 9,927 | 3,007 | 162 | 13,096 |
Total assets include: |
|
|
|
|
Investments in associates | 423 | - | - | 423 |
Additions to non-current assets (other than financial instruments and deferred tax assets and excluding changes in value of the non-current asset investment in the associate) | 104 | 40 | - | 144 |
The South Korean Segment profit includes the Group's share of the profits from the Associate.
Page 9
Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
2 Segment reporting (continued)
Business segment | United Kingdom | South Korea | All other countries | Total |
| £'000 | £'000 | £'000 | £'000 |
12 months ended 30 September 2014 |
|
|
|
|
Segment revenue | 11,781 | 5,662 | 1,813 | 19,256 |
Inter-segment revenue | - | - | 408 | 408 |
Total Revenue | 11,781 | 5,662 | 2,221 | 19,664 |
Segment profit | 2,181 | 884 | 127 | 3,192 |
Unallocated expenses |
|
|
|
|
Research and Development expenses |
|
|
| (401) |
Sales Administration expenses |
|
|
| (578) |
Other Expenses |
|
|
| (885) |
Finance income |
|
|
| 5 |
Profit before tax |
|
|
| 1,333 |
Tax expense |
|
|
| (56) |
Profit for the period |
|
|
| 1,277 |
Depreciation and amortisation | 530 | 34 | - | 564 |
Total assets | 10,864 | 3,497 | 230 | 14,591 |
Total assets include: |
|
|
|
|
Investments in associates | 498 | - | - | 498 |
Additions to non-current assets (other than financial instruments and deferred tax assets and excluding changes in value of the non-current asset investment in the associate) | 345 | 40 | 1 | 386 |
The South Korean Segment profit includes the Group's share of the profits from the Associate.
Page 10
Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
2 Segment reporting (continued)
IFRS 8 requires entity-wide disclosures to be made about the regions in which it earns its revenues and holds its non-current assets which are shown below.
6 months ended 31 March 2015 | United Kingdom | Europe | USA | South East Asia | All other regions | Total |
Revenues | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
by entities' country of domicile | 6,708 | - | 546 | 3,445 | - | 10,699 |
by country from which derived | 6,094 | 600 | 546 | 3,445 | 14 | 10,699 |
Non-current assets |
|
|
|
|
|
|
By entities' country of domicile | 4,299 | - | 1 | 251 | - | 4,551 |
One customer accounted for more than 10% of Group revenue and sales to this customer totalled £3,445,000 (included within South East Asia).
6 months ended 31 March 2014 | United Kingdom | Europe | USA | South East Asia | All other regions | Total |
Revenues | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
by entities' country of domicile | 5,821 | - | 345 | 2,674 | - | 8,840 |
by country from which derived | 5,495 | 313 | 345 | 2,675 | 12 | 8,840 |
Non-current assets |
|
|
|
|
|
|
By entities' country of domicile | 4,080 | - | - | 209 | - | 4,289 |
One customer accounted for more than 10% of Group revenue and sales to this customer totalled £2,631,000 (included within South East Asia).
12 months ended 30 September 2014 | United Kingdom | Europe | USA | South East Asia | All other regions | Total |
Revenues | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
by entities' country of domicile | 12,827 | - | 767 | 5,662 | - | 19,256 |
by country from which derived | 11,786 | 959 | 767 | 5,667 | 77 | 19,256 |
Non-current assets |
|
|
|
|
|
|
By entities' country of domicile | 3,864 | - | 1 | 509 | - | 4,374 |
Sales to one customer, Browntech Sales Co. Ltd (the Group's associate undertaking in South Korea), of £5,608,000 represent 29.1% of Group Revenue. There are no other concentrations of revenue above 10% during the year (see Note 7 - Related party transactions).
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Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
3 Tax
| 6 months | 6 months | Year to |
| to 31.3.15 | to 31.3.14 | 30.9.14 |
| £'000 | £'000 | £'000 |
Current income tax: |
|
|
|
Corporation tax expense | (127) | (149) | (189) |
Adjustment in respect of prior years | 29 | - | 1 |
| (98) | (149) | (188) |
Deferred tax: |
|
|
|
Origination and reversal of temporary differences | (15) | 55 | 132 |
Adjustment in respect of prior years | (3) | - | - |
| (18) | 55 | 132 |
Income tax expense | (116) | (94) | (56) |
Tax for the interim period is charged at 22.6% (six months to 31 March 2014: 22.0%) representing the best estimate of the average annual effective income tax rate for the full financial year.
4 Dividends
An interim dividend in respect of the six months ended 31 March 2015 of 1.25p per share, amounting to a total dividend of £131,000 was approved by the Directors of Titon Holdings Plc on 12 May 2015. These consolidated interim statements do not reflect the dividend payable.
The interim dividend will be payable on 23 June 2015 to the shareholders on the register on 29 May 2015. The ex-dividend date is 28 May 2015.
The following dividends have been recognised and paid by the Company:
|
|
| 6 months | 6 months | Year to |
|
|
| to 31.3.15 | to 31.3.14 | 30.9.14 |
| Date paid | Pence per share | £'000 | £'000 | £'000 |
Final in respect of the year end 30.09.13 | 21.02.14 | 1.0 | - | 105 | 105 |
Interim in respect of the year end 30.09.14 | 24.06.14 | 1.0 | - | - | 106 |
Final in respect of the year end 30.09.14 | 20.02.15 | 1.5 | 157 | - | - |
|
|
| 157 | 105 | 211 |
Page 12
Notes to the Condensed Consolidated Interim Statements
at 31 March 2015
5 Earnings per ordinary share
Basic earnings per share has been calculated by dividing the profits attributable to shareholders by the weighted average number of ordinary shares in issue during the period, being 10,505,650 (six months ended 31 March 2014: 10,555,650; year ended 30 September 2014: 10,543,150).
Diluted earnings per share has been calculated by dividing the profits attributable to shareholders by the weighted average number of ordinary shares and potential dilutive ordinary shares during the period, being 10,746,848 (six months ended 31 March 2014: 10,670,161; year ended 30 September 2014: 10,752,689).
6 Property, plant and equipment
Additions and disposals
During the six months ended 31 March 2015, the Group acquired assets with a cost of £298,000 (six months to 31 March 2014: £127,000; year ended 30 September 2014: £290,000).
7 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Transactions between subsidiary companies and the associate company, which is a related party, were as follows:
| Sale of goods | Amount owed by related party |
| 6 months to 31.3.15 | 6 months to 31.3.14 | Year to to 30.9.14 | 6 months to 31.3.15 | 6 months to 31.3.14 | Year to to 30.9.14 |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Browntech Sales Co. Ltd | 3,445 | 2,631 | 5,608 | 2,104 | 1,482 | 1,885 |
There have been no additional significant or unusual related party transactions to those disclosed in the Group's Annual Report for 30 September 2014.
8 Liability statement
Neither the Group nor the Directors accept any liability to any person in relation to the Interim Statement except to the extent that such liability could arise under English Law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A of the Financial Services and Markets Act 2000.
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