28 February 2024
Avingtrans
Plc
("Avingtrans", the "Company", or the "Group")
Interim results for the six
months ended 30 November 2023
Avingtrans PLC (AIM: AVG), the
international engineering group which designs, manufactures and
supplies original equipment, systems and associated aftermarket
services to the energy, medical and industrial sectors, today
announces its interim results for the six months ended 30 November
2023.
Financial
Highlights
· Group
Revenue increased by 30.4% to £65.2m (2023 H1: £50.0m) in line with
management expectations.
· Gross
Margin reduced slightly to 31.6% (2023 H1: 32.6%)
as a result of OEM versus aftermarket
mix.
· Adj.*EBITDA increased by 14.1% to £7.3m, as a result of higher
revenues (2023 H1: £6.4m).
· Adj.*EBITDA margin reduced to 11.2% (2023 H1: 12.8%), mainly
due to higher OEM sales, and increased investment in the Medical
division.
· Adj.
Profit before tax £4.4m (2023 H1: £4.0m).
· Adj.
Diluted Earnings Per Share from continuing operations increased to
11.7p (2023 H1: 9.8p).
· Cash
outflow from operating activities of £3.6m (2023 H1: inflow
£4.1m).
· Net
debt (excl IFRS16 debt) at 30 November 2023 of £2.2m, (31 May 2023:
£13.0m net cash) driven by:
o the
investment in Slack & Parr ("S&P");
o acquisition of remaining 82% of Adaptix;
o ongoing investment in Magnetica;
and
o a
working capital outflow due to the timing of milestones of certain
contracts and on-going supply chain
disruption.
· Interim Dividend of 1.8 pence per share (2023 H1: 1.7
pence).
*Adjusted to add back amortisation of intangibles from
business combinations, acquisition costs and exceptional items and
discontinued operations.
Operational Highlights
Advanced Engineering Systems Division
· Revenue increased by 31.3% to £63.7m, with continuing robust
order cover.
· EBITDA
increased by 20.0% to £8.5m (2023 H1: £7.1m), driven by increased
revenue
· Post
period end, EPM and PSRE merged, to form new AES division, led by
Austen Adams.
· Acquisition of the assets of S&P in August 2023 for
£4.1m, including plant lease debt
absorbed.
· Successful full integration of HES/Hevac into Ormandy
Bradford.
· Two
new nuclear decommissioning contracts for Metalcraft worth £14.5m
combined.
· HT
Luton wins £2.5m defence contracts from Rolls Royce
and a further £3.0m from
Forsmark.
· HT Inc
wins $10.0m contract from TerraPower for next gen nuclear power
station.
Medical and Industrial Imaging Division
· Revenue steady year on year at £1.5m, pending the volume
build-up of new MRI and X-ray products.
· LBITDA
increased to (£0.6m), vs 2023 H1: (£0.2m) as MRI and X-ray
development projects gathered pace
· Acquisition of Adaptix for a total of £7.2m, including absorbed and repaid
debts.
· Magnetica appointed first US distributor, Televere
Systems.
· Adaptix also appointed Televere as first US distributor, post
period end.
· Positive launch at RSNA imaging conference - demonstrating
market demand for both products.
· Adaptix equipping Scottish facility to manufacture key system
components for Vet and Ortho products.
· Magnetica expanded into a bigger factory, to facilitate volume
MRI system production, starting in FY25.
· Tecmag
moved into improved premises, to gear up for Magnetica and Adaptix
product sales in the USA.
· Adaptix commenced sales of Vet products in the UK and USA.
Volumes expected to increase in next FY.
Commenting on the results, Roger McDowell, Chairman,
said:
"Despite some continuing supply chain
instability and inflationary pressures, our tried-and-tested
Pinpoint-Invest-Exit ("PIE") approach produced strong results
during the period, as evidenced by increased revenue and stable
gross margins, resulting in a double-digit percentage growth in
adjusted EBITDA.
"The Group has restructured itself,
with the mature engineering business now all in one Advanced
Engineering Systems (AES) division. We continue to invest in AES
and also in the Medical and Industrial Imaging (MII)
division. We are now deliberately structured for future exits that
should maximise shareholder value. The marketing of the 3D X-ray
systems at Adaptix and the development of MRI system at Magnetica
are proceeding to plan, to hit key milestones in 2024. The first
half results again demonstrate that we are proactively managing
continuing progress in the AES division. Our value creation goals
are on track, supported by a conservative approach to debt, which
the Board deem to be prudent at this time..
"Our markets are always changing and
Avingtrans continues to prioritise taking advantage of selected
M&A opportunities, with the shrewd acquisitions of the assets
of Slack and Parr and Adaptix in the first half, the latter greatly
contributing to our exciting Medical division. We believe that the
MII business will command a substantial valuation in due course. We
remain optimistic about our prospects and the potential future
opportunities across our markets.
We have solid visibility
over H2 FY24 revenue and profits, thanks to a strong order intake
and timely contract revenue recognition. Additionally, there are no
destocking issues, since Group products are "make to order". Thus,
the Board continues to be confident about our expectations
for the full year and views the future positively."
Enquiries:
Avingtrans plc
Roger McDowell, Chairman
Steve McQuillan, Chief Executive
Officer
Stephen King, Chief Financial
Officer
|
0135
469 2391
|
Singer Capital Markets (Nominated Adviser and
Broker)
Shaun Dobson / Alex Bond / Oliver
Platts
|
020
7496 3000
|
IFC
Advisory (Financial PR)
Graham Herring / Tim Metcalfe / Zach Cohen
|
0203
934 6630
|
Avingtrans 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.
Slack and Parr, Kegworth,
UK
Focused on the design, manufacture
and servicing of advanced precision gear metering pumps, industrial
dosing pumps and hydraulics flow divider solutions.
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 &
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.
Adaptix Ltd, Oxford &
Edinburgh, UK
Designs and manufactures novel 3D
X-ray systems, with imaging from a stationary source, at a
significantly lower dose than CT. Markets include orthopaedics,
veterinary and non-destructive evaluation.
|
Chairman's
Statement
Despite some ongoing supply chain
difficulties caused by various geopolitical events, we are happy to
report another strong first half performance by Avingtrans. An
improved EBITDA result has once again complemented a robust revenue
performance compared to H1 FY23, primarily as a result of higher
revenue and profit in the AES division. However, due to a higher
level of OEM sales in the mix, the gross margin decreased slightly
year on year. Even after the previously communicated significant
additional investments in Magnetica and Adaptix and cash being
utilised on acquiring Adaptix and the assets of Slack and Parr, our
net debt position remains modest.
Both divisions' order cover for the
remainder of FY24 remain strong and important new orders were
booked in the period, including £14.5m of additional nuclear
decommissioning orders for Metalcraft and a new design and
development $10m order from TerraPower, for
Hayward Tyler in the USA. In addition, there are
no "destocking" issues for the Group, since our products are "make
to order".
Our well-established
Pinpoint-Invest-Exit ("PIE") model continues to yield positive
outcomes, with ongoing improvement observed at Booth in particular.
Advancements in our medical imaging strategy are evident as the
Magnetica teams make significant progress in designing and building
our proprietary compact MRI product for the orthopaedics market.
Our overall stake in Magnetica is over 74%. Additionally, we
completed the acquisition of the remaining 82% of Adaptix for an
additional consideration of £7.2m (including absorbed and repaid
debts). Its 3D X-ray systems are now being actively marketed,
focused on the UK and the USA, in the orthopaedics, veterinary and
non-destructive evaluation arenas. In the period, we also bought
the assets of specialist pumps manufacture, Slack and Parr
(S&P), out of administration, for £4.1m (including assumed
plant lease debt. It is early in the recovery cycle, but the signs
are positive for S&P so far. Investors will recall that
Ormandy acquired the assets of local competitors HEVAC and HES for
£852k, in early 2023. This has been successful, with Ormandy
reporting significant results improvement, year on year.
Notwithstanding some supply chain
disruptions still affecting the Group, our divisional management
teams have demonstrated resilience in addressing these challenges.
Signs of relief from this issue are gradually emerging. Positive
progress continues in our aftermarket plans for AES, where we aim
to outperform competitors by securing a larger share of the
installed base service and support business, both for our products
and third-party offerings. Enhanced end-user access provides a
reliable and repeatable pipeline, contributing to increased
profitability. We remain focused on maximising revenue
opportunities arising from aftermarket access, both from our own
businesses and through strategic partnership deals.
The AES division experienced a
robust first-half, with revenue up by 31.3% year-on-year.
Divisional margins decreased slightly, despite improving
performances at Booth and Ormandy, due to the increased OEM sales.
The Sellafield 3M3 box contract continues to progress in the second
phase at Metalcraft, with a steady monthly delivery of boxes.
Hayward Tyler (HT) continues to enjoy strong aftermarket sales,
notably in the USA and in China. Although the Luton site sale
process faced obstacles due to the pandemic and current economic
challenges, active negotiations are ongoing.
In the Medical division, Magnetica
continues steady progress in developing its compact MRI system, a
prototype of which we were able to exhibit in the period. Magnetica
expects to receive FDA 510(k) approval for its product early in
FY25. Also, during the period, we completed the acquisition of
Adaptix and we have begun to build up the necessary channels to
market for their novel 3D x-ray systems, as well as equipping its
Scottish facility for volume production.
Following this solid performance,
the Board is announcing an increase of c6% in the interim dividend
to 1.8 pence per share, reflecting our commitment to delivering
long-term shareholder returns. This decision is underpinned by our
positive outlook on Group prospects and supported by a prudent
fiscal position.
In conclusion, the Board and I
express our gratitude to all Avingtrans employees for their
determination and resilience during another challenging period. We
approach the future with cautious optimism and enthusiasm for the
times ahead.
Roger McDowell
Chairman
27 February 2024
Note 1: A 510(k) is a premarket
submission made to the FDA in the USA, to demonstrate that the
device to be marketed is safe and effective.
Strategy and
business review
Group Performance
Avingtrans has a proven
Pinpoint-Invest-Exit (PIE) business model, which drives
improvements in design, original equipment manufacturing (OEM) and
associated aftermarket services, affording the Group an improving
margin mix, both in the near and longer term. The Group has
progressively shifted to a product-based strategy over time, away
from "build to print". Our Advanced Engineering Systems division
forms the bulk of Avingtrans' operations. Effective longer-term
development of the Group's nascent Medical and Industrial Imaging
division is also a core focus for management, to create further
shareholder value.
Strategy
Avingtrans is an international
precision engineering group, operating in differentiated,
specialist markets, within the supply chains of many of the world's
best known engineering original equipment manufacturers (OEMs), as
well as positioning itself as an OEM to end users. Our core
strategy is to build market-leading niche positions in our chosen
market sectors - currently focused on the Energy, Infrastructure
and Medical sectors. Over the longer term, our acquisition strategy
has enabled our businesses to develop the critical mass necessary
to achieve leading positions in our chosen markets.
Our strategy remains consistent with
previous statements. The Group's unrelenting objective is to
continue the proven strategy of "buy and build" in regulated
engineering markets, where we see consolidation opportunities,
potentially leading to significantly increased shareholder returns
over the medium to long term. At the appropriate time, we will seek
to crystallise these gains with periodic sales of businesses at
advantageous valuations and return the proceeds to shareholders. We
call this strategy PIE - "Pinpoint-Invest-Exit". Previous
transactions, such as the disposal of Peter Brotherhood in 2021,
have clearly demonstrated the success of this approach, producing
substantial increases in shareholder value. We have built strong
brands and value from smaller constituent parts and we have
demonstrated well-developed deal-making skills and prudence in the
acquisition of new assets.
The Board continues to focus on
improvements in Hayward Tyler's operations, along with driving the
performance of Booth, Ormandy and Metalcraft. This programme is
progressing to plan. We are also focused on the opportunity to
transform the medical imaging division's performance, via novel MRI
products at Magnetica, as well as the more recent acquisition of
Adaptix with its novel X-ray systems. The objective for the Group
is to become a leading supplier in targeted energy, infrastructure
and medical markets, of operation critical products and services,
with a reputation for high quality and delivery on-time and
on-budget. The Group has production facilities in its three key
geographical regions (the Americas, Asia and Europe) with lower
cost facilities in Asia (where appropriate) and product development
and realisation in the UK, the USA and Australia. The Group will
continue to invest in breakthrough and disruptive technologies in
its chosen markets.
Avingtrans' primary focus in Energy
is the nuclear sector - harvesting opportunities in
decommissioning, life extension and next generation nuclear
markets. We are also engaged with a variety of other niches in the
renewable energy sector. The management will continue to build on
our footprint in the wider power and energy sectors.
In order to maximise long term
shareholder value via our PIE model, we reorganised the engineering
businesses of the Group under a single division: Advanced
Engineering Systems (AES) comprising of:
· Hayward Tyler's units in the UK (in Luton and East Kilbride),
USA (in Vermont and Michigan), China and India.
· Metalcraft, Ormandy, Composite Products, Booth Industries and
the recently acquired Slack and Parr assets.
In parallel, the focus of the Group's
Medical Imaging division (MII) is to become a market leader in the
production of compact, superconducting, cryogen-free MRI systems,
targeted at specific applications including orthopaedic imaging and
veterinary imaging. Production of certain existing products
continues to support the division overall. This division now
consists of Magnetica in Australia (the majority stake was acquired
in January 2021) which has been successfully integrated with
Scientific Magnetics, UK and Tecmag in the USA. More
recently, we have sought to further strengthen our medical imaging
strategy, via the acquisition of Adaptix, in Oxford, UK, which
specialises in 3D X-ray technology, with the main target markets
being orthopaedic and veterinary imaging.
Our businesses have the capability to
engineer products in developed markets and to produce those
products partly, or wholly, in low-cost-countries, where
appropriate. This allows us and our customers to access low-cost
sourcing at minimum risk, as well as positioning us neatly in the
development of Chinese, Indian and other Asian markets for our
products. Hayward Tyler is well established in China and India,
providing integrated supply chain options for our blue-chip
customers.
A central strategic theme for
Avingtrans is to proactively nurture and grow the proportion of our
business stemming from aftersales. We are targeting both our own
installed base and the wider competitive installed bases of such
equipment, in areas where we can offer an advantage to our end-user
customers. This focus now applies mainly to our AES division, with
the Medical division having pivoted to novel medical imaging
products and services.
Energy and Infrastructure - Advanced Engineering Systems
("AES")
For Hayward Tyler ("HT"), the main
priorities remain to strengthen its aftermarket capabilities and to
maximise opportunities in the nuclear life extension market. HT was
able to deliver a robust result in H1, with a strong order book and
prospects for the year ahead.
At HT Luton, aftermarket activities
remain the focus, including the servicing of third-party equipment.
A follow on £3m contract in Sweden with Vattenfall for the Forsmark
plant (for nuclear life extension) commenced in the period. Further
defence orders have also been received from Rolls Royce and are
being executed as planned.
Hydrocarbon related orders from the
UK North Sea sector remained robust. We are still steadfastly
progressing with the sale of the Luton site, albeit that this
process has, as previously noted, been elongated, first by Covid-19
and now by macroeconomic disruption.
The HT Fluid Handling business in
Scotland has been a consistently good performer and has fitted well
into our ambitions to build a wider nuclear capability. The
business has maintained a strong order book and the Transkem
industrial mixers business has again contributed
positively.
HT Inc in Vermont (USA) continues to
see solid order intake in the nuclear life extension market in the
USA. HT Inc's new R&D opportunities in next generation nuclear
power have made good progress, with a further $10m design and
development TerraPower contract booked in the period.
HT Kunshan (China) has developed a
healthy order book, including an improving position in the
aftermarket business, with new orders coming from Chinese
electricity producers working on reducing the environmental impact
of electricity production.
In India, the local team again
delivered a solid H1 performance.
Energy Steel ('ES') in Michigan (USA)
has sustained its positive momentum, with a good H1 order intake,
albeit that some key orders slipped into H2.
Metalcraft has made good progress
with Phase 2 of the Sellafield 3M3 ("three-cubic-metres") box
contract and confirmed additional nuclear decommissioning orders of
over £14m in the period, including the first contract from Magnox.
The next follow-on 3M3 box contract tender, expected to be worth
over £900m, is expected to be tendered in 2025 by Sellafield. The
new apprentice training centre continues to build
momentum.
Ormandy's performance improved year
on year and order intake remains strong. The acquisition of HEVAC
and HES at the start of 2023 has been central to the performance
improvement.
Booth Industries maintained its
strong growth trajectory. Booth has a record order book, including
the £36m order for HS2 cross-tunnel doors, which was not affected
by the recent HS2 phase 2 cancellation. The business is close to
completing the giant proscenium doors for "The Factory" building in
Manchester.
Composite Products had a reasonably
good first half, boosted by new orders from Rapiscan.
Recently acquired Slack and Parr is
showing early positive signs of recovery, as it begins its journey
within the Group.
Medical and Industrial Imaging ("MII")
Magnetica, Scientific Magnetics
(SciMag) and Tecmag are working effectively together to make good
progress on our exciting development of compact, superconducting,
helium-free MRI systems entirely in-house. Magnetica was able to
exhibit its prototype system in the period and the FDA 510(k)
approval is anticipated in early FY25. The business also appointed
its first US distributor, Televere Systems, in the
period.
Our initial estimate of the
addressable orthopaedic imaging market is circa £1.7bn p.a. (by
2030). This is assuming a capital sale model. Our intended longer
term "pay per scan" business model could mean that the opportunity
is significantly larger. It is more difficult to quantify
other potential market segments (e.g. veterinary imaging) at this
stage because equivalent, dedicated products do not exist.
Avingtrans has increased its investment in Magnetica, bringing its
shareholding to over 74% of the issued share capital. We believe
that materially reducing the size and total costs of these
dedicated MRI systems, coupled with them being much easier to set
up in a variety of locations, as well as increasing the scan rate
by up to 300%, will produce a compelling sales proposition,
ratified by interest from Key Opinion Leaders at the prestigious
Radiological Society of North America conference, in Chicago. In
addition, these dedicated systems could free-up capacity on the
existing MRI system installed base, which should be a major benefit
to healthcare organisations.
SciMag and Tecmag will rebrand in
due course, to present a seamless image for the business. However,
there is still merit in continuing with various existing products
and services at SciMag and Tecmag, so long as they do not detract
from our core vision for MRI, which holds out the prospect of
materially increasing the value of Magnetica over the coming years.
Orders for existing SciMag and Tecmag products were solid in the
period.
In H1, Avingtrans acquired the
remaining 82% of the share capital of Adaptix, Oxford, UK for £2.5m
in Avingtrans shares. We also adopted (or settled) various debts,
amounting to a further £4.7m. Adaptix launched its compact 3D x-ray
system for orthopaedics in the USA, following receipt of its 510(k)
approval by the FDA. Adaptix has also launched its veterinary
version of the 3D x-ray product and initial orders for a
non-destructive evaluation product were also booked in the period.
We estimate that the Total Addressable Market value of these three
segments is $6.8bn pa.
The strategies of Magnetica and
Adaptix are convergent and we see potentially large benefits in
combining their approaches to market in technology, software and
distribution channels amongst others.
Markets - Energy
Although worldwide energy demand
witnessed a pause amid the pandemic, there has been a steady
resurgence in growth in recent times. The Russia/Ukraine conflict
has caused energy security concerns in many countries, which may
accelerate the global shift towards enhanced efficiency and
decarbonisation. This trajectory holds the potential to positively
impact our ventures in the nuclear and renewables
industries.
End User/Aftermarket
Operators and end-users seek a
combination of prompt local support and a necessity for progress
through equipment upgrades and modernisation. Particularly in
Western economies, where facilities exceed their intended design
lifespans, there is a notable demand for solution providers within
the supply chain to establish enduring partnerships with end-users.
The Avingtrans AES division is strategically positioned to thrive
in this market space focused on long-term collaborations with
end-users.
Nuclear
Due to the Russia/Ukraine conflict,
global government perspectives on nuclear power have experienced a
resurgence, emerging resiliently from prior concerns about energy
security. Despite being a low-carbon, baseload power source, the
nuclear energy market remains asymmetric in terms of future growth.
The majority of opportunities for new builds exceeding 1GW are
presently concentrated in Asia, with limited prospects in the UK
and proposed programmes in France. Nonetheless, certain market
segments remain robust, including the support of operational
fleets, life extensions, decommissioning, and
reprocessing.
Our focus extends to the long-term
development of next-generation technologies such as Small Modular
Reactors (SMRs) and Advanced Generation IV Reactors, exemplified by
our collaboration with TerraPower in the USA. These segments suffer
from a consolidating supply chain and a scarcity of expert
knowledge. The USA, boasting the largest civil nuclear fleet
globally, coupled with the presence of heritage Westinghouse
technology in Europe and Asia, positions our Hayward Tyler
businesses for further growth.
Addressing obsolescence and life
extension is crucial for nuclear operators worldwide and the AES
division is well-equipped to support operators in managing this
critical risk. Our Energy Steel business also enhances the Group's
capabilities in this domain.
The UK maintains a leading role in
decommissioning, characterised by innovative technology and
substantial expenditures. Our Group plays a pivotal role in the
future manufacture of waste containers for Sellafield, anticipating
continued expansion in the UK and global markets over the long
term. Ongoing development of new nuclear technologies is evident in
the UK, South Korea, the USA, and China. The Group sees these
innovations as an attractive avenue for growth and is poised to
evolve as a global industry partner.
Power Generation
The global trend towards
electrification persists, directing an increasing share of primary
energy toward the power sector, a central focus within the Group's
engineering division. Apart from nuclear, key sub-sectors
encompass:
Coal: Despite a global decline in the
establishment of new power stations, the Group continues to witness
robust aftermarket activity from coal-fired power stations.
Opportunities persist in regions such as India, China, Southeast
Asia, Eastern Europe, and the Middle East. Hayward Tyler is
actively diversifying its product applications, such as the
introduction of Selective Catalytic Reduction (SCR) systems, aimed
at reducing emissions from power stations.
Gas: The growing market for natural
gas, particularly in the form of combined cycle gas turbine power
plants, is predominantly observed in the West. The Group has a
modest position in this market, with both existing and new product
lines.
Renewables: The global market for
renewable technologies and their associated infrastructure is
expanding. The Group possesses a range of products applicable to
this market segment. Furthermore, the Group's expertise can be
leveraged to develop new products, including innovations like
molten salt pumps for concentrated solar power
applications.
Hydrocarbons
Oil demand picked up following both
the pandemic easing and then being driven by the Russia / Ukraine
conflict, despite weakness in the Chinese economy. The Brent crude
price is now trading in the range of $75 to $85 per barrel. As a
result, new capital expenditure in the sector has recovered and we
continue to see momentum building in aftermarket orders.
Markets - Medical
The diagnostic imaging market is a
large global sector, dominated by a few large systems
manufacturers. The total Diagnostic Imaging Market is estimated to
be worth $47.4bn , according to Global Data, mainly driven by an
increase in the prevalence of chronic diseases and increased demand
for imaging procedures from an ageing population. The largest
market is the USA, followed by Europe and Japan. The fastest
growing markets are China and India.
After the acquisition of a majority
stake in Magnetica (AUS) in January 2021, we merged Magnetica with
Scientific Magnetics (UK) and Tecmag (US), 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, for example, orthopaedic and veterinary imaging. Although
Magnetica is primarily targeting the Magnetic Resonance Imaging
(MRI) market, Nuclear Magnetic Resonance (NMR) and magnets for
physics continue to be of interest, due to the similar requirements
for spectrometers, superconducting magnets and
cryogenics.
Following the acquisition of Adaptix
in the period, we are now targeting X-ray imaging, also in the
orthopaedic and veterinary imaging market segments.
According to ResearchAndMarkets, MRI itself is
approximately 18% by value of the total diagnostic imaging market
and is projected to grow at 5% p.a. X-ray itself represents circa
33% of the total market. For both Magnetica and Adaptix, the
addressable portion of the X-ray and MRI markets we believe we can
access is now estimated to be over $7bn (including veterinary
applications).
End User/Aftermarket
The MRI market segment is dominated
by a handful of manufacturers, including titans like GE, Siemens,
Philips and Canon, who account for circa 80% of revenue globally.
These players also dominate the aftermarket, although there are a
few independent MRI service businesses in existence. Magnetica and
Adaptix are not present in the MRI aftermarket at this time, but
both will naturally service the aftermarket for their own
products.
Magnetica and Adaptix are planning to
create new niche markets for MRI and X-ray. Our first target is
orthopaedic imaging, where the development of Magnetica's system is
on-going and Adaptix is now working on scaling up production of its
system, as well as a related system for veterinary
imaging.
Infrastructure and Security
Global safety and security concerns,
as well as risk mitigation on large infrastructure projects, are
key drivers for growth at Booth and we are cultivating these
opportunities carefully. Thus far, the vast majority of Booth's
sales are in the UK but the business is building up a prospect
pipeline overseas. We have also continued to build the aftermarket
order book, with good prospects.
Threat detection standards for
baggage handling at airports and package scanning have been
tightened everywhere around the world - especially in Europe and
the USA. With many millions of bags and packages flowing across
border crossings every day, screening devices have to comply with
threat detection standards without impacting throughput. Rapiscan,
the biggest customer for Composite Products, is a market leader in
this sector, whose presence is increasing as new standards are
rolled out.
Following the acquisition of Adaptix,
we are exploring various possible security applications of their 3D
X-ray technology products as tools in various Non-Destructive
Evaluation (NDE) markets, with an estimated addressable market of
c$1.4bn.
Financial Performance
Key
Performance Indicators
The Group uses a number of financial
key performance indicators to monitor the business, as set out
below. The Company publishes more detailed and operational KPIs in
its annual report. The figures relate only to continuing
operations.
Revenue: increase year on year largely driven by additional
OEM business at Hayward Tyler
Overall Group revenue increased by
30.4% to £65.2m (2023 H1: £50.0m). The principal reason for the
increase was additional OEM business at Hayward Tyler, and aided by
sales in S&P.
Gross margin ('GM') - a modest reduction, primarily due to OEM
and aftermarket mix
GM decreased to 31.6% (2023 H1:
32.6%), primarily a result of the increased OEM sales in the mix
and lower GM contribution by the recently acquired S&P as it
recovers its trading position.
Profit margin: EBITDA increase driven by increased
revenue.
Adjusted EBITDA (note 4) increased by
14.1%, to £7.3m, on higher revenues (2023 H1: £6.4m) mainly due to
increased revenue and profit in the AES division, in turn driven by
improved results at Hayward Tyler, Booth and Ormandy. However, this
was subdued by the initial post-acquisition EBITDA break-even at
S&P and the pre commercialisation costs at Adaptix (£1.0m) in
the period. If these were excluded the underlying EBITDA would be
£8.3m - a c.30% increase in EBITDA.
Tax:
future profits and cash still protected by available
losses
The effective rate of taxation at
Group level was a 15.6% tax charge. A higher R&D tax credit
than forecasted and the use of Group losses kept the rate lower
than expected in the UK. The Group tax position will continue
to be aided in the coming years by the utilisation of historic
losses available in the UK.
Adjusted Earnings per Share
(EPS): c8% improvement.
Adjusted diluted earnings per share
from continuing operations was up at 11.7p (2023 H1:10.8p) subdued
by the impact of Adaptix and S&P acquisition in H1.
Basic and diluted earnings per share
from continuing operations remained at 8.8p (2023 H1: 8.8p) and
8.6p (2023 H1: 8.6p), due to acquisition, and restructuring costs
and the impact of the acquisitions in the period.
Funding and Liquidity: net
debt position after investment but remains
modest.
Net debt decreased to
£2.2m, excluding IFRS16 debt (31 May 2023: £13.0m
net cash), following the acquisition of, and investment in Adaptix
and S&P, further investment in Magnetica and a working capital outflow resulting from timing milestones
of certain contracts. Cash outflow from operating activities in the
period was £3.6m (2023 H1: inflow £4.1m) - although this
includes operating cash outflow for the acquired S&P and
Adaptix of £2.6m and exceptional acquisition and restructuring
costs of £0.5m.
Dividend: interim dividend progressively
increased.
The Board is continuing with its
policy of gradual increases in dividends. The dividend is 1.8 pence
per share (2023 H1: 1.7 pence). The dividend will be paid on 21
June 2024, to shareholders on the register as at 24 May
2024.
ESG (Environmental, Social,
and Governance)
Avingtrans is endeavouring to attain
a high level of clarity on ESG matters. We will be reporting on
this task more fully, in our next Annual Report. However, we
comment on some ESG related matters below, to keep our investors
informed.
People
There were no personnel changes at
Board level. Notably, at Board level, we have now set up an ESG
Committee, chaired by Jo Reedman.
At divisional management level, we
merged the EPM and PSRE divisions to create the AES division.
Consequently, Austen Adams, formerly the managing director of the
PRSE division, has assumed leadership of this newly integrated
division. The Board would like to extend its sincere best wishes
and gratitude to Mike Turmelle, the former head of the EPM
division, who has stepped down from his role and left the Company.
His contributions during his tenure at Avingtrans are highly
appreciated.
Despite a currently tight labour
market in the UK and the USA, we continue to strengthen the
management teams in the divisions, with further appointments being
made in the period and with an emphasis on aftermarket
opportunities, where applicable. Skills availability is always
challenging, especially so this year but we do not expect to be
materially disadvantaged in the market. We continue to invest
significant effort in developing skills and talent, both through
structured apprenticeship programmes and graduate development
plans, across a number of business units. The apprentice training
school based at Metalcraft continues to develop, with West Suffolk
College (WSC) as the operator and training provider at the centre.
The Group continues to be recognised nationally for the strength of
its apprenticeship training schemes.
Sustainability
We have developed a robust
governance structure which supports proactive and collaborative
working aimed at addressing Environmental, Social and Governance
(ESG) risks and opportunities across the Group.
Our approach to sustainability is
aligned with the UN's Sustainable Development Goals (SDGs) and our
priorities are:
·
Health, safety, and
wellbeing
· Operational eco-efficiency
· Development of cleaner technologies
Health, safety and
wellbeing
As frequent acquirers, we encounter
varying levels of capability and knowledge among different
businesses. In smaller acquisitions, a common investment focus is
disseminating Health, Safety, and Environment (HSE) best practices
from other Group businesses, elevating local processes to meet
required standards. Larger acquisitions, such as HTG in the past,
typically have well-established HSE practices, and we actively seek
to incorporate these learnings into other business units. Health
and Safety incident reporting has shown improvement across the
Group, with incident trends generally on a positive trajectory in
recent years. We encourage near miss reporting and foster knowledge
exchange to facilitate learning and continuous improvement. At the
Board level, Les Thomas oversees HSE matters, conducting
inspections and reviews with local management as needed. The Board
takes an active interest in progress during site visits around
board meetings.
Operational
eco-efficiency
We are pleased to report a
significant reduction in carbon intensity at our UK sites during
FY23, with Scope 1 and 2 emissions decreasing by 21% to 2,104 tCO2e
compared to the previous year, despite the growth in revenues. This
achievement is a testament to the focused efforts of our employees
and the development of a culture that prioritizes waste
reduction.
To drive further improvements in
FY24, we have established an ESG Committee chaired by Jo Reedman, a
Non-Executive Director. This committee will be responsible for
defining the Group's ESG strategy, as well as setting objectives
and key performance indicators.
Development of cleaner technologies
Our Hayward Tyler business continues
to have success winning work for new nuclear projects, securing a
$10m contract during the period, relating to the development of
high-temperature molten salt pumps destined for a state-of-the-art
Integrated Effects Test facility, under development by Southern
Company and TerraPower, to advance development of the Molten
Chloride Fast Reactor.
Magnetica's helium-free, compact MRI
product development is proceeding to plan, with sales expected to
commence during 2024. Helium is a scarce, non-renewable resource,
mostly obtained as a by-product of oil extraction.
Social
Responsibility
The Group maintains the highest
ethical and professional standards across all of its activities and
social responsibility is 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 supports 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.
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. Avingtrans 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 sex, 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 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.
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 refreshed in all areas of the business, to ensure that the Act
is complied with.
Outlook
The Group is actively investing in
both of its divisions, concentrating on the global energy,
infrastructure and medical markets to optimise shareholder value
through future exits. Magnetica is advancing well in the
development of compact MRI systems, as is Adaptix in deploying its
3D X-ray technology. Positive results are evident in various
business units, notably at Booth and Ormandy, as highlighted by the
first-half outcomes. Our value creation goals are on track,
supported by a conservative approach to debt, especially crucial
during the current macroeconomic challenges.
The AES division maintains a robust
focus on nuclear power, thermal, and hydrocarbon markets, along
with their associated aftermarkets. The MII division is fully
focussed on innovative compact MRI systems and 3D X-ray solutions
for niche applications. Each division has a clear strategy to
support end-user aftermarket operations, servicing their equipment
and relevant third-party equipment where appropriate, to capitalise
on the ongoing demand for efficient, reliable, and safe
facilities.
Whilst ongoing disruptions in supply
chains remain a primary uncertainty, we believe that the situation
will now gradually ease looking forward. Inflationary pressures
continue to impact our businesses, but we are actively working to
mitigate these risks, maintaining stable margins through
considerable proactive efforts by our business units. Conversely,
the Group does not suffer from destocking issues seen elsewhere,
since our products are "make to order".
Our markets are dynamic, and we
prioritise strategic M&A opportunities. We are particularly
interested in turnaround prospects and long-term buy-and-build
scenarios, recognising that businesses like ours can achieve high
valuations at the point of exit. While the Board remains vigilant,
we are confident in the current direction and potential future
opportunities across our markets. We will refine our strategy by
pinpointing specific acquisitions as opportunities arise, building
businesses that generate sustainable shareholder value, all while
maintaining a prudent level of financial flexibility to mitigate
unforeseen risks. With a strong first-half performance and a robust
order book, the Group is well-positioned to meet market
expectations for the full year.
Roger McDowell
Steve
McQuillan
Stephen King
Chairman
Chief
Executive Officer
Chief FinancialOfficer
27 February
2024
27
February 2024
27 February 2024
Consolidated Income Statement
(Unaudited)
for
the six months ended 30 November 2023
|
6 months to
|
6 months
to
|
Year
to
|
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Revenue
|
65,190
|
50,010
|
116,437
|
|
|
|
|
Cost of sales
|
(44,567)
|
(33,714)
|
(78,137)
|
|
|
|
|
Gross profit
|
20,623
|
16,296
|
38,300
|
Distribution costs
|
(2,722)
|
(2,319)
|
(4,458)
|
Other administrative
expenses
|
(14,340)
|
(10,390)
|
(25,866)
|
Operating profit before amortisation of acquired intangibles,
other non-underlying items and exceptional items
Amortisation of intangibles from
business combinations
|
4,597
(410)
|
4,317
(583)
|
9,452
(993)
|
Other non-underlying
items
|
(129)
|
(116)
|
(237)
|
Acquisition costs
|
(323)
|
-
|
(14)
|
Restructuring costs
|
(174)
|
(31)
|
(232)
|
|
|
|
|
Operating
profit
|
3,561
|
3,587
|
7,976
|
|
|
|
|
Finance income (Note 5)
|
287
|
2
|
109
|
Finance costs (Note 5)
|
(483)
|
(291)
|
(609)
|
|
|
|
|
Profit before taxation
|
3,365
|
3,298
|
7,476
|
Taxation (Note 3)
|
(525)
|
(454)
|
(1,246)
|
|
|
|
|
Profit after taxation from continuing
operations
|
2,840
|
2,844
|
6,230
|
|
|
|
|
Loss
after taxation from discontinuing
operations
|
-
|
(327)
|
(1,168)
|
|
|
|
|
Profit for the financial period
|
2,840
|
2,517
|
5,062
|
|
|
|
|
Profit is attributable to:
Owners of Avingtrans PLC
Non-controlling interest
Total
Profit per share:
|
2,840
(207)
2,633
|
2,660
(143)
2,517
|
5,194
(132)
5,062
|
From continuing operations
|
|
|
|
- Basic (Note 6)
|
8.8p
|
8.8p
|
19.4p
|
- Diluted (Note 6)
|
8.6p
|
8.6p
|
18.9p
|
From continuing and discontinuing
operations
|
|
|
|
- Basic (Note 6)
|
8.8p
|
7.8p
|
15.7p
|
- Diluted (Note 6)
|
8.6p
|
7.6p
|
15.3p
|
|
|
|
|
Consolidated statement of
comprehensive income (Unaudited)
for
the six months ended 30 November 2023
|
6 months to
|
6 months
to
|
Year
to
|
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Profit for the period
|
2,840
|
2,517
|
5,062
|
Items that will not be subsequently reclassified to profit or
loss
|
|
|
|
Remeasurement of net defined benefit
liability
|
-
|
-
|
(1,388)
|
Income tax relating to items not
reclassified
|
-
|
-
|
347
|
Items that may/will subsequently be reclassified to profit or
loss
|
|
|
|
Exchange differences on translation
of foreign operations
|
(358)
|
514
|
(579)
|
|
|
|
|
Total comprehensive profit for the period
|
2,482
|
3,031
|
3,442
|
|
|
|
|
Summarised consolidated
balance sheet (Unaudited)
at
30 November 2023
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
Non
current assets
|
|
|
|
Goodwill
|
28,095
|
21,420
|
21,585
|
Other intangible assets
|
28,919
|
16,224
|
18,790
|
Property, plant and
equipment
|
28,522
|
23,195
|
23,612
|
Investments
|
-
|
4,000
|
8,000
|
Deferred tax asset
|
930
|
1,756
|
666
|
Pension and other employee
obligations
|
526
|
1,829
|
526
|
|
|
|
|
|
86,992
|
68,424
|
73,179
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
19,369
|
13,945
|
12,656
|
Trade and other receivables: falling
due within one year
|
57,832
|
49,213
|
49,691
|
Trade and other receivables: falling
due after one year
|
1,479
|
1,518
|
1,550
|
Current tax asset
|
1,678
|
285
|
618
|
Assets held for sale
|
-
|
1,614
|
-
|
Cash and cash equivalents
|
13,918
|
22,007
|
17,717
|
|
|
|
|
|
94,276
|
88,583
|
82,232
|
|
|
|
|
Total assets
|
181,268
|
157,007
|
155,411
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
(39,651)
|
(32,496)
|
(32,140)
|
Lease liabilities
|
(2,658)
|
(1,083)
|
(1,503)
|
Borrowings
|
(6,199)
|
(2,676)
|
(3,077)
|
Current tax liabilities
|
(1,287)
|
(941)
|
(1,303)
|
Provisions
|
(1,212)
|
(1,659)
|
(1,315)
|
Derivatives
|
(13)
|
(10)
|
(15)
|
Liabilities associated with assets
held for sale
|
-
|
(218)
|
-
|
|
|
|
|
Total current liabilities
|
(51,020)
|
(39,082)
|
(39,353)
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
Borrowings
|
(7,262)
|
(674)
|
(669)
|
Lease liabilities
|
(5,628)
|
(3,069)
|
(3,328)
|
Deferred tax
|
(3,976)
|
(4,458)
|
(3,238)
|
Other creditors
|
(348)
|
(1,268)
|
(368)
|
|
|
|
|
Total non-current liabilities
|
(17,214)
|
(9,469)
|
(7,603)
|
|
|
|
|
Total liabilities
|
(68,234)
|
(48,551)
|
(46,956)
|
|
|
|
|
Net
assets
|
113,034
|
108,455
|
108,455
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
1,645
|
1,607
|
1,612
|
Share premium account
|
18,452
|
15,693
|
15,979
|
Capital redemption reserve
|
1,299
|
1,299
|
1,299
|
Translation reserve
|
1,152
|
1,368
|
1,170
|
Merger reserve
|
28,949
|
28,949
|
28,949
|
Other reserves
|
1,457
|
1,457
|
1,457
|
Investment in own shares
|
(4,235)
|
(4,235)
|
(4,235)
|
Retained earnings
|
61,545
|
60,490
|
59,811
|
|
|
|
|
Total equity attributable to equity holders of the
parent
|
110,264
|
106,628
|
106,042
|
|
|
|
|
Non-controlling interest
|
2,770
|
1,827
|
2,413
|
|
|
|
|
Total equity
|
113,034
|
108,455
|
108,455
|
|
|
|
|
Consolidated statement of
changes in equity (Unaudited)
at 30 November
2023
|
Share
capital
|
Share
premium
account
|
Capital
redemp-
tion
reserve
|
Merger
reserve
|
Trans-
lation
reserve
|
Other
reserves
|
Invest-ment in own
shares
|
Retained
earning
|
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
2022
|
1,607
|
15,693
|
1,299
|
28,949
|
825
|
1458
|
(4,235)
|
58,223
|
103,818
|
1,999
|
105,817
|
Ordinary
shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(507)
|
(507)
|
-
|
(507)
|
Share-based
payments
|
|
|
|
|
|
|
|
|
|
|
|
Total
transactions with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(393)
|
(393)
|
-
|
(393)
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for
the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,660
|
2,660
|
(143)
|
2,517
|
Investment
in subsidiary with non-controlling interest
|
-
|
-
|
-
|
-
|
29
|
-
|
-
|
-
|
29
|
(29)
|
-
|
Other comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
rate gain
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
30 Nov 2022
|
|
|
|
|
|
|
|
|
|
|
|
At 1 Dec
2022
|
1,607
|
15,693
|
1,299
|
28,949
|
1,368
|
1,458
|
(4,235)
|
60,490
|
106,628
|
1,827
|
108,455
|
Ordinary
shares issued
|
5
|
286
|
-
|
-
|
-
|
-
|
-
|
-
|
291
|
-
|
291
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(824)
|
(824)
|
-
|
(824)
|
Share-based
payments
|
|
|
|
|
|
|
|
|
|
|
|
Total
transactions with owners
|
5
|
286
|
-
|
-
|
-
|
-
|
-
|
(701)
|
(410)
|
-
|
(410)
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for
the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,534
|
2,534
|
11
|
2,545
|
Investment
in subsidiary with non-controlling interest
|
-
|
-
|
-
|
-
|
895
|
-
|
-
|
(1,470)
|
(575)
|
575
|
-
|
Other comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial
gain for the period on pension scheme
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,388)
|
(1,388)
|
-
|
(1,388)
|
Deferred
tax on actuarial movement on pension scheme
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
347
|
347
|
-
|
347
|
Exchange
gain
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
31 May 2023
|
|
|
|
|
|
|
|
|
|
|
|
At 1 June
2023
|
1,612
|
15,979
|
1,299
|
28,949
|
1,170
|
1,458
|
(4,235)
|
59,812
|
106,043
|
2,413
|
108,455
|
Ordinary
shares issued
|
33
|
2,473
|
-
|
-
|
-
|
-
|
-
|
-
|
2,506
|
-
|
2,506
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(538)
|
(538)
|
-
|
(538)
|
Share-based
payments
|
|
|
|
|
|
|
|
|
|
|
|
Total
transactions with owners
|
33
|
2,473
|
-
|
-
|
-
|
-
|
-
|
(409)
|
2,097
|
-
|
2,097
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for
the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,633
|
2,633
|
207
|
2,840
|
Investment
in subsidiary with non-controlling interest
|
-
|
-
|
-
|
-
|
340
|
-
|
-
|
(490)
|
(150)
|
150
|
-
|
Other comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
rate loss
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
30 Nov 2023
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated cash flow
statement (Unaudited)
for
the six months ended 30 November 2023
|
6 months to
|
6 months
to
|
Year
to
|
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Operating activities
|
|
|
|
Cash flows from operating
activities
|
(2,000)
|
4,639
|
10,682
|
Finance costs paid
|
(586)
|
(301)
|
(620)
|
Income tax paid
|
(1,045)
|
(78)
|
(331)
|
Contributions to defined benefit
plan
|
-
|
(141)
|
(164)
|
|
|
|
|
Net
cash (outflow)/inflow from operating activities
|
(3,631)
|
4,119
|
9,567
|
|
|
|
|
Investing activities
|
|
|
|
Purchase of unlisted
investments
|
-
|
-
|
(4,000)
|
Acquisition of subsidiary
undertakings
|
(1,548)
|
-
|
(852)
|
Finance income
|
287
|
2
|
109
|
Purchase of intangible
assets
|
(2,619)
|
(1,358)
|
(5,401)
|
Purchase of property, plant and
equipment
|
(805)
|
(722)
|
(3,291)
|
|
|
|
|
Net cash used by investing
activities
|
(4,685)
|
(2,077)
|
(12,524)
|
|
|
|
|
Financing activities
|
|
|
|
Equity dividends paid
|
(538)
|
(507)
|
(1,331)
|
Repayments of bank loans
|
(1,743)
|
(3,047)
|
(2,843)
|
Repayments of leases
|
(1,161)
|
(707)
|
(1,771)
|
Proceeds from issue of ordinary
shares
|
-
|
-
|
291
|
Borrowings raised
|
8,039
|
-
|
2,254
|
|
|
|
|
Net cash inflow/(outflow)
from financing activities
|
4,596
|
(4,261)
|
(3,400)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
(3,720)
|
(2,220)
|
(6,356)
|
Cash and cash equivalents at
beginning of period
|
17,386
|
23,902
|
23,902
|
Effect of foreign exchange rate
changes
|
(73)
|
(61)
|
(160)
|
|
|
|
|
Cash
and cash equivalents at end of period
|
13,593
|
21,622
|
17,386
|
|
|
|
|
|
|
|
|
Cashflows from operating
activities (Unaudited)
for
the six months ended 30 November 2023
|
6 months to
|
6 months
to
|
Year
to
|
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Profit before income tax from
continuing operations
|
3,363
|
3,299
|
7,475
|
Loss before income tax from
discontinuing operations
|
-
|
(327)
|
(616)
|
|
|
|
|
Adjustments for:
|
|
|
|
Depreciation of property, plant and
equipment
|
2,404
|
2,023
|
3,720
|
Amortisation of intangible
assets
|
227
|
117
|
444
|
Amortisation of intangibles from
business combinations
|
410
|
583
|
993
|
Loss on disposal of property, plant
and equipment
|
7
|
10
|
-
|
Loss on disposal of intangible
assets
|
-
|
-
|
373
|
Finance income
|
(287)
|
(2)
|
(109)
|
Finance expense
|
483
|
291
|
609
|
Share based payment charge
|
129
|
114
|
237
|
|
|
|
|
Changes in working capital
|
|
|
|
Increase in inventories
|
(5,028)
|
(2,363)
|
(729)
|
Increase in trade and other
receivables
|
(7,536)
|
(2,673)
|
(3,628)
|
Increase in trade and other
payables
|
4,021
|
3,719
|
2,814
|
Decrease in provisions
|
(190)
|
(139)
|
(857)
|
Other non-cash changes
|
(3)
|
(10)
|
(44)
|
|
|
|
|
Cash
(outflow)/ inflow from operating activities
|
(2,000)
|
4,639
|
10,682
|
|
|
|
|
|
|
|
|
|
6 months to
|
6 months
to
|
Year
to
|
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Cash
and cash equivalents
Cash
Overdrafts
|
13,918
(325)
|
22,007
(385)
|
17,717
(331)
|
|
|
|
|
|
13,593
|
21,622
|
17,386
|
|
|
|
|
|
|
|
|
Notes to the half year statement
30
November 2023
1. Basis of
preparation
The Group's interim results for the
six-month period ended 30 November 2023 are prepared in accordance
with the Group's accounting policies which are based on the
recognition and measurement principles of International Financial
Reporting Standards ('IFRS') as adopted by the EU and effective, or
expected to be adopted and effective, at 31 May 2024. As permitted,
this interim report has been prepared in accordance with the AIM
rules and not in accordance with IAS34 'Interim financial
reporting'.
These interim results do not
constitute full statutory accounts within the meaning of section
434 of the Companies Act 2006 and are unaudited. The unaudited
interim financial statements were approved by the Board of
Directors on 27 February 2024 and will shortly be available on the
Group's website at www.avingtrans.plc.uk.
The consolidated financial statements
are prepared under the historical cost convention as modified to
include the revaluation of financial instruments. The accounting
policies used in the interim financial statements are consistent
with IFRS and those which will be adopted in the preparation of the
Group's annual report and financial statements for the year ended
31 May 2024.
The statutory accounts for the year
ended 31 May 2023, which were prepared under IFRS, have been filed
with the Registrar of Companies. These statutory accounts carried
an unqualified Auditor's Report and did not contain a statement
under either Section 498(2) or (3) of the Companies Act
2006.
2. Segmental
analysis
|
|
|
Energy
AES
|
|
Medical
MII
|
|
Unallocated central
items
|
|
Total
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
6 months to 30 November
2023
|
|
|
|
|
|
|
|
|
|
Original
equipment
|
|
|
40,661
|
|
1,318
|
|
-
|
|
41,979
|
Aftermarket
|
|
|
23,050
|
|
161
|
|
-
|
|
23,211
|
Revenue
|
|
|
63,711
|
|
1,479
|
|
-
|
|
65,190
|
Operating
profit/(loss)
|
|
|
5,529
|
|
(1,140)
|
|
(828)
|
|
3,561
|
Net finance
costs
|
|
|
|
|
|
|
|
|
(196)
|
Taxation
|
|
|
|
|
|
|
|
|
(525)
|
Profit after tax from
continuing operations
|
|
|
|
|
|
2,840
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the half year statement
30
November 2023
|
|
|
Energy
AES
|
|
Medical
MII
|
|
Unallocated central
items
|
|
Total
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Year ended 31 May
2023
|
|
|
|
|
|
|
|
|
|
|
Original
equipment
|
|
|
66,802
|
|
3,595
|
|
-
|
|
70,397
|
|
Aftermarket
|
|
|
46,006
|
|
34
|
|
-
|
|
46,040
|
|
Revenue
|
|
|
112,808
|
|
3,629
|
|
-
|
|
116,437
|
|
Operating
profit/(loss)
|
|
|
10,145
|
|
(1,010)
|
|
(1,159)
|
|
7,976
|
|
Net finance
costs
|
|
|
|
|
|
|
|
|
(500)
|
|
Taxation
|
|
|
|
|
|
|
|
|
(1,246)
|
|
Profit after tax from
continuing operations
|
|
|
|
|
|
6,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy
AES
|
|
Medical
MII
|
|
Unallocated central
items
|
|
Total
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
6 months to 30 November
2022
|
|
|
|
|
|
|
|
|
|
|
Original
equipment
|
|
|
29,889
|
|
1,498
|
|
-
|
|
31,387
|
|
Aftermarket
|
|
|
18,621
|
|
2
|
|
-
|
|
18,623
|
|
Revenue
|
|
|
48,510
|
|
1,500
|
|
-
|
|
50,010
|
|
Operating
profit/(loss)
Net finance
costs
|
|
|
4,480
|
|
(310)
|
|
(582)
|
|
3,588
(289)
|
|
Taxation
|
|
|
|
|
|
|
|
|
(454)
|
|
Profit after tax from
continuing operations
|
|
|
|
|
|
|
2,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
Taxation
The taxation charge is based upon the
expected effective rate for the year ended 31 May 2024.
Notes to the half year statement
30
November 2023
4. Adjusted
Earnings before interest, tax, depreciation and
amortisation
|
6 months to
|
6 months
to
|
Year
to
|
|
30 Nov
2023
|
30
Nov
2022
|
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Profit before tax from continuing
operations
|
3,365
|
3,298
|
7,476
|
Share based payment
expense
|
129
|
114
|
237
|
Acquisition costs
|
323
|
-
|
14
|
Restructuring costs
|
174
|
31
|
232
|
Other exceptionals
|
-
|
2
|
-
|
(Loss)/gain on derivatives
|
(3)
|
9
|
14
|
Amortisation of intangibles from
business combinations
|
410
|
583
|
993
|
|
|
|
|
Adjusted profit before tax
|
4,398
|
4,037
|
8,966
|
|
|
|
|
Finance income
|
(287)
|
(2)
|
(109)
|
Finance cost
|
483
|
291
|
609
|
(Loss)/ gain on
derivatives
|
3
|
(9)
|
(14)
|
|
|
|
|
Adjusted profit before
interest, tax and amortisation from business combinations
('EBITA')
|
4,597
|
4,317
|
9,452
|
|
|
|
|
Depreciation
|
2,406
|
1,906
|
3,720
|
Amortisation of other intangible
assets
|
227
|
117
|
444
|
Amortisation of contract
assets
|
71
|
61
|
130
|
|
|
|
|
Adjusted Earnings before
interest, tax, depreciation and amortisation
('EBITDA')
|
7,301
|
6,401
|
13,746
|
|
|
|
|
5. Finance
income and costs
|
6 months to
30 Nov
2023
|
6 months
to
30
Nov
2022
|
Year
to
31
May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Finance income
|
|
|
|
Bank balances and deposits
|
85
|
2
|
47
|
Gain on the fair value of derivative
contracts
|
3
|
-
|
-
|
Interest from other
|
199
|
-
|
62
|
|
|
|
|
|
287
|
2
|
109
|
|
|
|
|
Finance costs
|
|
|
|
Interest on banking facilities and
lease liabilities
|
483
|
282
|
605
|
Loss on the fair value of derivative
contracts
|
-
|
9
|
14
|
|
|
|
|
|
483
|
291
|
609
|
Notes to the half year statement
30
November 2023
6. Earnings
per share
Basic earnings per share is based on
the earnings attributable to ordinary shareholders and the weighted
average number of ordinary shares in issue during the
year.
For diluted earnings per share the
weighted average number of ordinary shares is adjusted to assume
conversion of all dilutive potential ordinary shares, being the
CSOP and ExSOP share options.
|
6 months to
30 Nov 2023
No
|
6 months
to
30 Nov
2022
No
|
Year
to
31 May
2023
No
|
|
|
|
|
Weighted average number of shares -
basic
|
32,373,636
|
32,141,445
|
32,187,135
|
Share Option adjustment
|
664,652
|
939,646
|
820,074
|
|
|
|
|
Weighted average number of shares -
diluted
|
33,038,288
|
33,081,091
|
33,007,209
|
|
|
|
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
Earnings from continuing operations
|
2,840
|
2,844
|
6,230
|
Share based payments
|
129
|
114
|
237
|
Acquisition costs
|
323
|
-
|
14
|
Restructuring costs
|
174
|
31
|
232
|
Other exceptionals
|
-
|
2
|
-
|
(Gain)/loss on derivatives
|
(3)
|
9
|
14
|
Amortisation of intangibles from
business combinations
|
410
|
583
|
993
|
|
|
|
|
Adjusted earnings from continuing operations
|
3,873
|
3,583
|
7,720
|
|
|
|
|
From
continuing operations:
|
|
|
|
Basic earnings per share
|
8.8p
|
8.8p
|
19.4p
|
Adjusted basic earnings per
share
|
12.0p
|
11.1p
|
24.0p
|
Diluted earnings per share
|
8.6p
|
8.6p
|
18.9p
|
Adjusted diluted earnings per
share
|
11.7p
|
10.8p
|
23.4p
|
|
|
|
|
Earnings from discontinuing operations
|
-
|
(327)
|
(1,168)
|
From
discontinuing operations:
|
|
|
|
Basic loss per share
|
-
|
(1.0)p
|
(3.6)p
|
Adjusted loss per share
|
-
|
(1.0)p
|
(3.6)p
|
Diluted loss per share
|
-
|
(1.0)p
|
(3.5)p
|
Adjusted diluted loss per
share
|
-
|
(1.0)p
|
(3.5)p
|
|
|
|
|
Earnings attributable to shareholders including
non-controlling interest
|
3,873
|
3,256
|
5,062
|
Basic earnings per share
|
8.8p
|
7.8p
|
15.7p
|
Adjusted basic earnings per
share
|
12.0p
|
10.1p
|
20.4p
|
Diluted earnings per share
|
8.6p
|
7.6p
|
15.3p
|
Adjusted diluted earnings per
share
|
11.7p
|
9.8p
|
19.9p
|
The Directors believe that the above
adjusted earnings per share calculation from continuing operations
is the most appropriate reflection of the Group
performance.
Notes to the half year statement
30
November 2023
7.
Net (debt)/cash and
gearing
The gearing
ratio at the year-end is as follows:
|
30 Nov 2023
|
30 Nov
2022
|
31 May
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Cash
|
13,918
|
22,007
|
17,717
|
Loans
|
(13,136)
|
(2,965)
|
(3,416)
|
Lease
liability - finance leases under IAS17
|
(2,683)
|
(1,406)
|
(952)
|
Lease
liability - under IFRS 16
|
(5,603)
|
(2,746)
|
(3,879)
|
Overdrafts
|
|
|
|
Net
(debt)/cash
|
(7,829)
|
14,505
|
9,140
|
|
|
|
|
Equity
|
|
|
|
Net
(debt)/cash to equity ratio
|
|
|
|
Net
(debt)/cash to equity ratio excluding IFRS16 debt
|
|
|
|
8. Events
after the balance sheet date
Business combinations: Acquisition of Adaptix
Limited
On 15 September 2023, the Group
acquired the remaining 82% of Adaptix Limited's ("Adaptix") share
capital, thereby gaining control. In exchange for the 82% of shares
in Adaptix, Avingtrans issued shares valued at £2,505,000 on the
date of acquisition. Immediately prior to the acquisition, the
Group held an 18% shareholding in Adaptix, which was purchased for
cash consideration of £6,005,000.
Adaptix are an emerging Medtech
business, developing 3D x-ray technologies. The product launch
plans of Adaptix align with the Group's Magnetica business, which
is developing compact magnetic resonance imaging technology. This
alignment enables both businesses to mutually benefit by
coordinating their commercialization activities.
Consideration has been calculated
using the accumulated cost method, and comprises:
|
|
£'000
|
Cash consideration
|
|
6,005
|
Issued shares
|
|
2,505
|
Total purchase consideration
|
|
8,510
|
The fair value of the 642,355 issued
shares was based on the published closing share price on the
15th September 2023 of 390 pence per share.
The provisional assets and
liabilities recognised as a result of acquisition were as
follows:
|
|
|
£'000
|
Other intangible assets:
technology
|
|
|
8,219
|
Property, plant and
equipment
|
|
|
1,883
|
Deferred tax assets
|
|
2
|
2,054
|
Inventories
|
|
|
323
|
Trade and other
receivables
|
|
|
567
|
Current tax asset
|
|
|
701
|
Cash
|
|
|
152
|
Trade and other payables
|
|
|
(1,883)
|
Amounts owing to group
undertakings
|
|
|
(3,299)
|
Provisions
|
|
|
(157)
|
Lease liabilities
|
|
|
(626)
|
Borrowings
|
|
|
(3,563)
|
Deferred tax liabilities
|
|
|
(2,336)
|
Net
identifiable assets acquired
|
|
|
2,033
|
|
|
|
|
Goodwill
|
|
|
6,477
|
Consideration
|
|
|
8,510
|
Amounts owing to group undertakings
represents loans issued to Adaptix prior to the
acquisition.
Goodwill is attributable to
Adaptix's workforce and future growth potential, plus synergies
with our existing medical imaging businesses.
The acquired business contributed
revenues of £24,000 and a net loss of £1,433,000 to the Group for
the period ended 30 November 2023.
Cashflow
|
|
|
£'000
|
Inflow of cash to acquire
subsidiary:
|
|
|
|
Cash consideration paid in the
period
|
|
|
-
|
Cash acquired
|
|
|
152
|
Net
cash inflow from investing activities
|
|
|
152
|
All cash consideration paid for
Adaptix was transferred in previous accounting periods, so does not
impact the current period cashflow.
Acquisition related costs of
£200,000 have been presented as exceptional costs in the income
statement and in operating cashflows in the statement of
cashflows.
Business combinations: Acquisition of Slack and Parr
Limited
On the 6 August 2023, Hayward Tyler
Fluid Handling Limited, a subsidiary of Avingtrans, completed the
acquisition of the trade and assets of Slack and Parr Limited,
along with its overseas subsidiaries in the USA and
China.
Slack and Parr is renowned for its
specialism in manufacturing high-precision gear metering pumps,
hydraulics flow dividers, and industrial pumps, is a market leading
supplier catering to a global customer base.
This strategic acquisition enhances
Hayward Tyler's existing businesses by introducing additional
products, expanding market reach, and in bringing in valuable
expertise and equipment from Slack and Parr.
|
|
£'000
|
Cash consideration
|
|
1,867
|
Total consideration
|
|
1,867
|
Consideration was transferred in
stages. All consideration has been paid by 30 November
2023.
The provisional assets and
liabilities recognised as a result of acquisition were as
follows:
|
|
|
£'000
|
Property, plant and
equipment
|
|
|
5,035
|
Inventories
|
|
|
1,608
|
Trade and other
receivables
|
|
|
390
|
Current tax asset
|
|
|
-
|
Cash
|
|
|
164
|
Trade and other payables
|
|
|
(999)
|
Provisions
|
|
|
(200)
|
Amounts owing to group
undertakings
|
|
|
(478)
|
Lease liabilities (related to plant
and equipment acquired and property lease)
|
|
|
(3,686)
|
Net
identifiable assets acquired
|
|
|
1,834
|
|
|
|
|
Goodwill
|
|
|
33
|
Consideration
|
|
|
1,867
|
Amounts owing to group undertakings
represents loans issued from Hayward Tyler Fluid Handling at the
point of acquisition.
Goodwill is attributable to Slack
and Parr's workforce, brand and future growth potential, plus
synergies with our existing Hayward Tyler businesses.
The acquired business contributed
revenues of £3,205,000 and a net loss of £396,000 to the Group for
the period ended 30 November 2023.
Cashflow
|
|
|
£'000
|
Outflow of cash to acquire
subsidiary:
|
|
|
|
Cash consideration paid in the
period
|
|
|
1,867
|
Cash acquired
|
|
|
(164)
|
Net
cash outflow from investing activities
|
|
|
1,703
|
Acquisition
related costs of £123,000 have been presented as exceptional costs
in the income statement and in operating cashflows in the statement
of cashflows.