Preliminary Results

ENSOR HOLDINGS PLC CHAIRMAN'S STATEMENT * Dividend up 25% * Group gearing reduced to 2% * Confident start to current year I am pleased with our full year results, which are as expected at the halfyear. I reported at the half year that our results had been influenced by a slowstart to capital expenditure by the UK Water Utilities. This is a significantmarket for one of our subsidiaries, Technocover. I anticipated that thebenefits of a strong order book at Technocover would come through progressivelyin the second half, but principally in the results for next year. This has beenthe case and a confident start to the new financial year is beginning to bearthis out. Our other subsidiaries have made satisfactory progress during the year,increasing sales and profitability across the group. We are cautiouslypredicting a more active market this year and feel well placed to takeadvantage of the additional opportunities this will bring. The constructionindustry, in which our subsidiaries Ellard, Ensor Building Products, OSA andTechnocover operate, is showing encouraging signs of growth. The retail sector,supplied by Woods Packaging, is also buoyant and we are encouraged by ourforecasts. Our China office continues to support all our UK companies, facilitating accessto supplies and development of new products. Our results demonstrate an improved second half which produced an operatingprofit of £1.1 million (2013: £1.1 million) compared with our first half resultof £0.7million (2013: £1.2 million) . During the year we disposed of two of our businesses, CMS Tools and SRC. We reported eighteen months ago that the management team at CMS had proposed anMBO for the company, however at the time, this could not be finalised. Arevised offer from the management team has now been accepted including a writeoff of goodwill which is reflected in these results. We are happy with thisdisposal, which fits in with our view of the future shape of the group. Our disposal of SRC has allowed us to release the land that the businessoccupied. As previously reported, we have exchanged contracts for the sale ofthis site which is on track to complete within the next twelve months. Around the group we have continued to work hard to control our working capital.After having met all of our capital expenditure commitments, cash surpluseshave been generated throughout the group which have all but eliminated ourborrowings (2013: gearing 23%). We are proposing to pay a net final dividend of 1.0p (2013: 0.8p) per share.This is an increase of 25% on last year's final dividend. The dividend will bepaid in cash only, on 8 August 2014, to shareholders registered on 27 June2014. The ex-dividend date will be 25 June 2014. Once again I would like to thank all the men and women who work around thegroup for their continued hard work and contribution which are appreciated. K A Harrison TD Chairman 12 June 2014 STRATEGIC REPORT EXTRACTS ______________________________________________________________________________________ Operating results and future developments Strong performances around the group were tempered by a slow pick-up in ordersat Technocover, this year, which resulted in a small reduction in sales revenueof 1.4%, to £30.6m, and a reduction in operating profit to £1.8m. Technocover's results last year, whilst hampered by the need for changes whichwere then implemented, were strengthened by a pre-acquisition order bank.During the current financial year, our expectation was for a more consistentrun through the two years to the end of Ofwat's AMP5, asset managementprogramme, in March 2015. However, our customers have tended to focus onfulfilling their capital spends by the end of next year, the final year of theAMP. As a result, invoiced sales reduced by around £2m, however, margins wereimproved by the process developments made since acquisition and overheads werefurther reduced by re-organisation during the current year. There is good visibility of orders for the coming year, which will be bolsteredby the delays experienced throughout the current year, but their timing willremain critical to enable their fulfilment. Elsewhere in Building & Security Products, Ellard, OSA Door Parts and EnsorBuilding Products each performed well, with combined sales advancing by 10% andoperating profits increased by £180,000. Each of these businesses producedyear-on-year growth in every quarter, particularly in the second half of theyear. Our Packaging business, Wood's Packaging, had an excellent year, with salesgrowth of 24% enhancing operating profit by £159,000. Growth has been achieved at the expense of some margin, principally due toproduct mix, with the result that overall group gross margin has moderated from25.5% to 24.5%. We ceased our rubber crumb manufacturing activity during the period, with thesale of the business and assets of SRC, in January 2014, clearing the way forthe completion of the sale of the Stockport site in the first half of 2015. Finance costs Finance costs comprise borrowing costs and an actuarial calculation reflectingthe net cost of financing the deficit in the group's defined-benefit pensionscheme. The reduction in the bank interest cost, from £192,000 to £157,000, isprincipally the result of cash generation. The element of that cost whichrelates to Technocover's legacy enhanced collar arrangement persisted as ourclaim for mis-selling remains unresolved. The revised accounting standard for Employee Benefits, IAS19, increased thepension deficit funding cost by £48,000 from that which it would otherwise havebeen. The prior year charge has been re-presented for consistency. Income tax The income tax charge has reduced to effective tax rate of 15.9%, from lastyear's 24.2%, as a result of the utilisation of prior year losses andoverprovisions, as well as a reduction in the headline rate of corporation taxto 23%. Discontinued activity Following the aborted sale of our subsidiary company, CMS Tools Limited, in2012, agreement was again reached for the sale of the company to itsmanagement. The sale was completed on 14 February 2014. The company's resultsfor the period, together with the loss on disposal, are shown on the IncomeStatement as a discontinued operation. Further details of the transaction areshown in note 2. Cash flow and financial position A net increase in cash and cash equivalents of £1,536,000 left the group in apositive cash position at the year end, with net borrowings reduced by £1,803,000. The resultant net borrowings of £223,000 equate to gearing of just2% (2013: 23%). Operating activities generated cash of £2,784,000, supported by a reduction inworking capital. The disposal of CMS Tools contributed £613,000 to the overall cash flow and,over the course of the year, Technocover returned £1.1m of the group's initialinvestment of £1.5m. A significant investment of £721,000 was made in tangible fixed assets,predominantly in relation to the development of production capability and ITsystems. £295,000 was expended on the purchase of treasury shares at prices of between47p and 51p per share. The Stockport property, formerly occupied by SRC, has been re-classified as anasset held for sale at a carrying value of £496,000. The group's net assets have increased to £9.6m (2013: £8.9m). Dividend The directors propose to pay a final dividend of 1.0p per share in respect ofthe financial year ended 31 March 2014 (2013: 0.8p). Dividends of £389,000 werepaid on ordinary shares during the year ended 31 March 2014 (2013: £280,000). Dividends paid and proposed (note 9) In respect of the year ended 31 March: 2014 2013 Interim dividend paid 0.50p 0.40p Final dividend proposed 1.00p 0.80p ______ ______ 1.50p 1.20p ______ ______ Consolidated Income Statement for the year ended 31 March 2014 _____________________________________________________________________________ 2014 Re-presented 2013 £'000 £'000 Continuing operations Revenue 30,558 31,001 Cost of sales (23,081) (23,090) ______ ______ Gross profit 7,477 7,911 Administrative expenses (5,650) (5,634) ______ ______ Operating profit 1,827 2,277 Finance costs (301) (373) ______ ______ Profit before tax 1,526 1,904 Income tax expense (242) (440) ______ ______ Profit for the year on continuing operations 1,284 1,464 Discontinued operation (182) 134 ______ ______ Profit for the year attributable to equity 1,102 1,598shareholders of the parent company ______ ______ Earnings per share - basic and diluted Continuing operations 4.3p 4.8p Discontinued operation (0.6p) 0.4p ______ ______ 3.7p 5.2p ______ ______ Consolidated Statement of Comprehensive Income 2014 Re-presented 2013 £'000 £'000 Profit for the year 1,102 1,598 ______ ______ Actuarial gain/(loss) 305 (358) Income tax relating to components of other (115) 20comprehensive income ______ ______ Total of other comprehensive income for the 190 (338)year ______ ______ ______ ______ Total comprehensive income attributable to 1,292 1,260equity shareholders of the parent company ______ ______ Consolidated Statement of Financial Position at 31 March 2014 ______________________________________________________________________________________ 2014 2013 £'000 £'000 ASSETS Non-current assets Property, plant & equipment 6,413 6,901 Intangible assets 2,704 3,087 Deferred tax asset 475 632 ______ ______ Total non-current assets 9,592 10,620 ______ ______ Current assets Assets held for sale 496 - Inventories 2,646 3,109 Trade and other receivables 6,515 8,001 Cash and cash equivalents 585 298 ______ ______ Total current assets 10,242 11,408 ______ ______ Total assets 19,834 22,028 ______ ______ LIABILITIES Non-current liabilities Retirement benefit obligations (2,264) (2,749) Borrowings (533) (810) Other creditors (986) (974) Deferred tax (73) (100) ______ ______ Total non-current liabilities (3,856) (4,633) ______ ______ Current liabilities Borrowings (275) (1,514) Current income tax liabilities (378) (312) Trade and other payables (5,729) (6,631) ______ ______ Total current liabilities (6,382) (8,457) ______ ______ Total liabilities (10,238) (13,090) ______ ______ NET ASSETS 9,596 8,938 ______ ______ EQUITY Share capital 3,082 3,062 Share premium 552 522 Revaluation reserve 140 140 Retained earnings 5,822 5,214 ______ ______ Total equity attributable to equity 9,596 8,938shareholders of the parent company ______ ______ The financial statements were approved by the board and were authorised forissue on 12 June 2014. They were signed on its behalf by: A R Harrison ) M A Chadwick ) Consolidated Statement of Changes in Equity for the year ended 31 March 2014 ____________________________________________________________________________ Attributable to equity shareholders of the parent company Issued Share Treasury Revaluation Retained Total Capital Premium Shares Reserve Earnings Equity £'000 £'000 £'000 £'000 £'000 £'000 Balance as at 1 3,062 557 (79) 140 4,278 7,958April 2012 _____ _____ _____ _____ _____ _____ Profit for the year - - - - 1,598 1,598 Other comprehensiveincome: Actuarial loss - - - - (358) (358) Related deferred - - - - 20 20tax _____ _____ _____ _____ _____ _____ Total comprehensive - - - - 1,260 1,260income for the year _____ _____ _____ _____ _____ _____ Reclassification - (35) 79 - (44) - Dividends paid - - - - (280) (280) _____ _____ _____ _____ _____ _____ Total transactions - (35) 79 - (324) (280)recognised directlyin equity _____ _____ _____ _____ _____ _____ Balance as at 31 3,062 522 - 140 5,214 8,938March 2013 _____ _____ _____ _____ _____ _____ Balance as at 1 3,062 522 - 140 5,214 8,938April 2013 _____ _____ _____ _____ _____ _____ Profit for the year - - - - 1,102 1,102 Other comprehensiveincome: Actuarial gain - - - - 305 305 Related deferred - - - - (115) (115)tax _____ _____ _____ _____ _____ _____ Total comprehensive - - - - 1,292 1,292income for the year _____ _____ _____ _____ _____ _____ Issue of shares 20 30 - - - 50 Purchase of - - - - (295) (295)treasury shares Dividends paid - - - - (389) (389) _____ _____ _____ _____ _____ _____ Total transactions 20 30 - - (684) (634)recognised directlyin equity _____ _____ _____ _____ _____ _____ Balance at 31 March 3,082 552 - 140 5,822 9,5962014 _____ _____ _____ _____ _____ _____ Share premium The share premium account represents the consideration that has been receivedin excess of the nominal value of shares on issue of new ordinary sharecapital, less permitted expenses. Treasury shares The deduction from retained earnings in respect of treasury shares resultedfrom the company's acquisition of its own shares, at cost. Revaluation reserve The revaluation reserve represents the unrealised surplus arising on therevaluation of certain of the group's freehold properties. Retained earnings The retained earnings reserve represents profits and losses retained in thecurrent and previous periods. Consolidated Cash Flow Statement for the year ended 31 March 2014 ______________________________________________________________________________________ 2014 2013 £'000 £'000 Net cash generated from operations before 2,468 2,133pension exercise Pension fund enhanced transfer value exercise - (778) _______ _______ Net cash generated from operations 2,468 1,355 _______ _______ Cash flows from investing activities Proceeds from sale of property, plant and 97 53equipment Proceeds from sale of subsidiary 613 - Proceeds from disposal of assets held for - 150sale Acquisition of property, plant and equipment (721) (569) _______ _______ Net cash used in investing activities (11) (366) _______ _______ Cash flows from financing activities Equity dividends paid (389) (280) Issue of shares 50 - Purchase of treasury shares (295) - Amounts repaid in respect of finance leases (20) (22) Loan repayments (267) (583) _______ _______ Net cash used in financing activities (921) (885) _______ _______ Net increase in cash and cash equivalents 1,536 104 Opening cash and cash equivalents (951) (1,055) _______ _______ Closing cash and cash equivalents 585 (951) _______ _______ . Accounting Policies and Notes to the Final Results for the year ended 31 March 2014______________________________________________________________________________________ 1. Basis of preparation The consolidated financial statements of Ensor Holdings PLC have been preparedin accordance with the Companies Act 2006 and International Financial ReportingStandards (IFRS) as adopted by the European Union in accordance with the rulesof the London Stock Exchange for companies trading securities on theAlternative Investment Market. The group financial statements have beenprepared under the historical cost convention, as modified by the revaluationof land and buildings, and derivative financial instruments at fair valuethrough profit or loss. The principal accounting policies adopted by the groupare set out below. 2. Prior period adjustment and representation of the financial statements The group has adopted IAS 19 - Employee Benefits (Revised 2011) in the year,the impact of which has been to increase the finance costs in the incomestatement by £48,000, from £64,000 to £112,000, with a corresponding increasein the gain recognised in other comprehensive income (2013: £72,000). The newaccounting policy has been adopted retrospectively and the comparative amountshave been re-presented. The prior year income statement has also been re-presented to reflect thediscontinued operation in the current year. 3. Basis of consolidation Where the company has the power, either directly or indirectly, to govern thefinancial and operating policies of another entity so as to obtain benefitsfrom its activities, the entity is classified as a subsidiary. The consolidatedfinancial statements present the results of the company and its subsidiaries asif they formed one single entity. Intercompany transactions and balancesbetween group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of businesscombinations using the acquisition method. In the consolidated balance sheet,the subsidiary's identifiable assets, liabilities and contingent liabilitiesare initially recognised at their fair values at the acquisition date. Theresults of acquired operations are included in the consolidated incomestatement from the date on which control is obtained. 3. Segmental analysis For management purposes, the group's business activities are organised intobusiness units based on their products and services and have three primaryoperating segments as follows: * Building and Security Products - manufacture, marketing, supply and distribution of building materials, security access products and access control equipment; * Packaging - marketing and distribution of packaging materials; * Other - manufacture of rubber crumb and waste recycling. These segments are the basis on which information is reported to the groupboard. The segment result is the measure used for the purposes of resourceallocation and assessment and represents the operating profit of each segmentbefore exceptional operating costs, amortisation and impairment charges, othergains and losses, net finance costs and taxation. Details of the types of products and services from which each segment derivesits revenues are given above. The accounting policies applied in preparing the management information foreach of the reportable segments are the same as the group's accountingpolicies. The group's revenues and results by reportable segment for the year ended 31March 2014 are shown in the following table. Building Packaging Other Total Discont-inued Unalloca-ted Total & continuing Security Products £'000 £'000 £'000 £'000 £'000 £'000 £'000 External 27,215 2,758 585 30,558 1,431 - 31,989revenue ____ ____ ___ _____ _____ ____ ____ Depreciation 490 23 28 541 26 - 567 ____ ____ ___ _____ _____ ____ ____ Operating 1,385 437 5 1,827 106 - 1,933profit ____ ____ ___ Finance costs - - (301) (301) Income tax - (25) (242) (267)expense Loss on - (263) - (263)disposal _____ _____ ____ ____ Profit for the 1,827 (182) (543) 1,102year _____ _____ ____ ____ Total assets 13,764 1,394 301 15,459 - 4,375 19,834 ____ ____ ___ _____ _____ ____ ____ Total (5,952) (728) (15) (6,695) - (3,543) (10,238)liabilities ____ ____ ___ _____ _____ ____ ____ Capital 592 33 66 691 30 - 721expenditure ____ ____ ___ _____ _____ ____ ____ The group's revenues and results by reportable segment for the year ended 31March 2013 are shown in the following table. Building Packaging Other Total Discont-inued Unalloca-ted Total & continuing Security Products £'000 £'000 £'000 £'000 £'000 £'000 £'000 External 28,066 2,216 719 31,001 1,769 - 32,770revenue ____ ____ ___ _____ _____ ____ ____ Depreciation 454 23 32 509 26 - 535 ____ ____ ___ _____ _____ ____ ____ Operating 1,964 278 35 2,277 150 - 2,427profit ____ ____ ___ Finance costs (373) - - (373) Income tax (440) (16) - (456)expense _____ _____ ____ ____ Profit for the 1,464 134 - 1,598year _____ _____ ____ ____ Total assets 15,853 950 742 17,545 1,404 3,079 22,028 ____ ____ ___ _____ _____ ____ ____ Total (6,481) (178) (56) (6,715) (200) (6,175) (13,090)liabilities ____ ____ ___ _____ _____ ____ ____ Capital 582 16 - 598 23 18 639expenditure ____ ____ ___ _____ _____ ____ ____ Head office costs are apportioned to the segments on the basis of earnings. The group operates almost exclusively in one geographical segment, being theUnited Kingdom. Turnover to customers located outside the United Kingdomaccounted for less than 10% of total group turnover and has therefore not beenseparately disclosed. Revenue from a single customer did not exceed more than 10% of turnover duringthe current or prior reporting periods. 4. Discontinued operation CMS Tools Limited was sold on 14 February 2014 and the operation has beenclassified as discontinued. The prior year income statement has beenre-presented to reflect the discontinued operation. The results of the discontinued operation were as follows: 2014 2013 £'000 £'000 Revenue 1,431 1,769 Expenses (1,325) (1,619) ______ ______ Operating profit 106 150 Income tax expense (25) (16) ______ ______ Profit after tax 81 134 Loss on disposal (263) - ______ ______ (Loss)/profit after tax for the (182) 134year ______ ______ Cash flows from discontinued operations Operating 25 268 Investing (18) (4) Proceeds of disposal 613 - ______ ______ Total cashflow 620 264 ______ ______ The net assets of the subsidiary at the date of disposal and at 31 March 2013were as follows: 14 February 31 March 2014 2013 £'000 £'000 Property, plant and equipment 47 52 Inventories 222 223 Trade and other receivables 323 429 Cash at bank 142 124 Trade and other payables (208) (325) Attributable goodwill 350 350 ______ ______ 876 853 ______ Loss on disposal (263) ______ Total consideration, satisfied in cash 613 ______On 2 January 2014, the business and assets of SRC Limited were sold as a goingconcern. The business has not been classified as a discontinued operationbecause it is not considered to have been a separate major line of business. 5. Earnings per share The calculation of earnings per share for the period is based on the profit forthe period divided by the weighted average number of ordinary shares in issue,being 29,963,373 (2013: 30,295,976). The diluted earnings per share is basedupon the weighted average of 29,963,373 shares (2013: 30,378,246). The dilutionin the prior period was due to subsisting share options and had no impact onthe amounts disclosed. The weighted average number of shares for the basic and diluted earnings pershare calculation can be reconciled as follows: 2014 2013 No. No. Weighted average number of shares in issue 29,963,373 30,295,976 Weighted average number of dilutive shares arising - 82,270from subsisting share options __________ __________ Weighted average number of shares for diluted 29,963,373 30,378,246calculation _ _____ _ _____ 6. Cash flow generated from operations 2014 2013 £'000 £'000 Cash flows from operatingactivities Profit for the year 1,102 1,580attributable to equityshareholders Depreciation charge 567 535 Finance costs 301 373 Income tax expense 242 474 Profit on disposal of (3) (14)property, plant &equipment Profit on disposal of - (12)asset held for sale Amortisation of intangible 33 34asset Charge in respect of - 81enhanced transfer exercise Loss on disposal of 263 -subsidiary _______ _______ Operating cash flow before 2,505 3,051changes in working capital (Increase(/decrease in 241 112inventories (Increase)/decrease in 1,163 (1,112)receivables Increase/(decrease) in (1,125) 443payables _______ _______ Cash generated from/(used 2,784 2,494in) operations Interest paid (158) (191) Income taxes paid (158) (170) _______ _______ Net cash generated from/ 2,468 2,133(used in) operations _______ _______ 7. Other information The financial information set out in this preliminary announcement of resultsdoes not constitute the Company's statutory accounts for the years ended 31March 2014 or 31 March 2013 but is derived from those accounts. Statutoryaccounts for 2013 have been delivered to the Registrar and those for 2014 willbe delivered following the Company's Annual General Meeting. The IndependentAuditors have reported on these accounts. Their reports were unqualified anddid not contain a statement under section 498 of the Companies Act 2006. The Annual General Meeting of the Company will be held at the Company'sregistered office, Ellard House, Floats Road, Manchester M23 9WB at 10.00 a.m.on Monday 21 July 2014. The Report and Accounts will be sent to shareholders and be available from theCompany's website at www.ensor.co.uk shortly. Additional copies of the AnnualReport and of this statement will be available at the Company's registeredoffice. Enquiries: Ensor Holdings PLC Roger Harrison/Marcus Chadwick 0161 945 5953 Westhouse Securities Limited Richard Baty/Hugo Rubenstein 020 7601 6100

Directors