Report & Accounts for the year ending May ... - Haynes Manuals

Haynes Publishing Group P.L.C.

ANNUAL 2009

REPORT 2014

Report & Accounts for the year ending May 2014

Haynes

Worldwide Offices

Head Office

Haynes Publishing Group P.L.C. Sparkford, Yeovil, Somerset BA22 7JJ, England Telephone: 01963 440635 Fax: 01963 440825 E-mail: info@haynes.co.uk Website: haynes.co.uk/investor International Telephone: +44 1963 440635 Fax: +44 1963 440825

UK and European Offices

Haynes Publishing Sparkford, Yeovil, Somerset BA22 7JJ, England Telephone: 01963 442030 Fax: 01963 440001 E-mail: sales@haynes.co.uk Website: haynes.co.uk

Sales Contact Information Trade Telephone: 01476 541085 Fax: 01476 541061 Consumer Telephone: 01206 256101 Fax: 01206 256067 E-mail: sales@haynes.co.uk Online Sales: haynes.co.uk

Haynes Publishing Nordiska AB Box 1504, 751 45 Uppsala, Sweden Telephone: +46 18 124016 E-mail: haynes.nordiska@ Website: haynes.se

HaynesPro B.V. Flankement 6 3831 SM Leusden The Netherlands Telephone: +31 (30) 603 6270 E-mail: info@ Website:

American and Australian Offices

Haynes Manuals Inc. 861 Lawrence Drive, Newbury Park CA 91320, United States of America Telephone: (805) 498-6703 Fax: (805) 498-2867 E-mail: sales@ Website:

Haynes Manuals Inc. 63 Fairford Road, Padstow NSW 2211, Australia Telephone: 61 2 8713 1400 Fax: 61 2 9708 3070 E-mail: sales@.au Website:

contents

Corporate Statement

2

Group Highlights

3

Five Year Summary of Key Financial Performance

4

Group Chairman's Statement

6

Strategic Report

7

Group Board Directors and Advisors

19

Group Board Director Biographies

20

Report of the Directors

22

Corporate Governance Report

25

Report of the Audit Committee

30

Directors Remuneration Report

33

Statement of Directors' Responsibilities

43

Independent Auditor's Report

44

Consolidated Income Statement

48

Consolidated Statement of Comprehensive Income

49

Consolidated Balance Sheet

50

Consolidated Statement of Changes in Equity

51

Consolidated Cash Flow Statement

52

Notes to the Consolidated Financial Statements

53

Company Balance Sheet

89

Notes to the Company Accounts

90

Financial Calendar and Shareholder Information

96

Haynes Worldwide Offices Facing this page

Haynes Publishing Group P.L.C. Annual Report & Accounts 2014

Corporate Statement

Haynes Publishing Group P.L.C. is the worldwide market leader in the production and sale of automotive and motorcycle repair manuals. Every Haynes manual is based on a complete stripdown and rebuild in our workshops, so that the instructions and photographs to our customers are inherently practical, accurate and easy to follow. Through HaynesPro, the Haynes Group is a leading European supplier of digital technical information to the professional motor trade. The Group also publishes an extensive range of practical and DIY titles covering a wide variety of subjects, as well as a range of light entertainment manuals styled on the iconic Haynes Manual. Its customers are primarily made up of both professionals and DIY mechanics and enthusiasts.

Corporate Headquarters Haynes Publishing Group P.L.C. Sparkford, Yeovil, Somerset BA22 7JJ England Telephone: 01963 440635 (International: +44 1963 440635)

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Group Highlights for the Year Ended 31 May 2014

FINANCIAL HIGHLIGHTS

? Despite a challenging year, revenue, adjusted EBITDA1 and adjusted basic EPS1 were ahead of market expectations

? R evenue up 6% at ?29.3 million (2013: ?27.6 million), includes ?1.5 million of revenue from the Clymer and Intertec acquisition

? A djusted EBITDA1 of ?8.1 million, up 27% (2013: ?6.4 million2) ? A djusted operating profit1 of ?4.8 million, up 33% (2013: ?3.6 million2) ? A djusted profit before tax1 in line with market expectations at ?4.2 million, up 31% (2013: ?3.2 million2) ? A djusted basic earnings per share1 of 18.7 pence (2013: 14.2 pence2), up 32% ? F inal dividend declared of 4.0 pence per share, giving a total dividend of 7.5 pence per share

(2013: 7.5 pence) ? R evenue from the Group's digital product ranges up 17% at ?6.1 million (2013: ?5.2 million) ? L ocal currency North American & Australian revenue up 17% at $25.8 million (2013: $22.0 million) ? E xceptional costs of ?2.2 million incurred on restructuring of the UK business and the Group's acquisition

activity during the year (2013: ?nil) ? S pecial contribution of ?0.5 million to UK pension scheme in November 2013 ? F ollowing the acquisition of Clymer & Intertec manuals, the restructuring of the UK business and the

special UK pension contribution the Group had net debt of ?1.1 million (2013: net funds3 of ?6.1 million) giving Group gearing of 3% (1.2 million shares still held in treasury)

BUSINESS HIGHLIGHTS

? Successful completion of UK restructuring programme including consolidation of UK editorial departments and outsourcing of UK distribution to established provider

? UK focus on most profitable higher margin Haynes manual style titles ? Acquisition of Clymer and Intertec manuals in the US for ?5.9 million ($9.3 million), cementing Group's

position as global market leader for publication and sale of motorcycle service and repair manuals ? Major re-merchandising programmes with key US customers giving display space in over 15,000 US retail

outlets and enhanced sales opportunities ? Development of new Touch interface for Group's professional product range using Workshop ConnectTM

feature for easier access on smartphones and tablets

Notes to the Financial Highlights 1 Adjusted to exclude ?2.2 million of exceptional items (UK restructuring costs of ?1.9 million and

acquisition costs of ?0.3 million). Reported operating profit and profit before tax were ?2.6 million (2013: ?3.6 million) and ?2.0 million (2013: ?3.2 million) respectively. Reported earnings per share were 7.4 pence (2013: 14.2 pence). EBITDA including exceptional items was ?5.9 million (2013: ?6.4 million). 2 The 2013 figures have been restated to reflect the IAS 19 adjustment to pension costs (see Note 1 on page 55 Restatement of prior years). 3 Net funds defined as cash at bank net of bank overdrafts.

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