Haynes Publishing Group P .L.C.
ANNUAL
REPORT 2012
Report & Accounts for the year ending May 2012 Haynes
Worldwide Ofﬁces
Head Ofﬁce 
Haynes Publishing Group P.L.C. 
Sparkford, Yeovil, Somerset  BA22 7JJ, England
 01963 440635
 01963 440825
 info@haynes.co.uk
 www.haynes.co.uk/investor
 44 1963 440635
 +44 1963 440825
Sales Contact Information
 01963 442030
 01963 440001
 sales@haynes.co.uk
 www.haynes.co.uk
UK and European Ofﬁces
Haynes Publishing 
Sparkford, Yeovil, Somerset  BA22 7JJ, England
 01963 442030
 01963 440001
 sales@haynes.co.uk
 www.haynes.co.uk
Haynes Publishing Nordiska AB
 +46 18 124016
 +46 18 102803
 haynes.nordiska@telia.com
 www.haynes.se
Vivid Automotive Data & Media B.V.
 +31 (35) 603 6270
 +31 (35) 602 7597
 info@vivid-europe.com
 www.vivid.nl
American and Australian Ofﬁces
Haynes Manuals Inc.
 
 (805) 498-6703
 (805) 498-2867
 sales@haynes.com
 www.haynes.com
Haynes Manuals Inc.
 61 2 8713 1400
 61 2 9708 3070
 sales@haynes.com.au
 www.haynes.com Contents
Corporate Statement             2
Financial Highlights     3
Five Year Summary of Key Financial Performance   4
Group Chairman’s Statement    6
Group Chief Executive’s Review   8
Group Board Directors and Advisors   13
Group Board Director Biographies   14
Report of the Directors    16
Corporate Governance    20
Board Report on Remuneration   26
Statement of Directors’ Responsibilities   33
Independent Auditor’s Report    34
Consolidated Income Statement   36
Consolidated Statement of Comprehensive Income   37
Consolidated Balance Sheet    38
Consolidated Statement of Changes in Equity   39
Consolidated Cash Flow Statement   40
Notes to the Consolidated Financial Statements   41
Company Balance Sheet    76
Notes to the Company Accounts   77
Financial Calendar and Shareholder Information   83
Haynes Worldwide Ofﬁces         Facing this page 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 strip-down and rebuild 
in our workshops, so that the instructions and photographs to our 
customers are inherently practical, accurate and easy to follow.
Through its Dutch subsidiary Vivid Holding BV, the Haynes Group  
is a leading European supplier of digital technical information to the 
motor trade, thereby broadening the Group’s business to include 
professional as well as DIY mechanics and enthusiasts.
The Haynes Group publishes many other DIY titles as well as  
an extensive array of books about motor sport, vehicles and  
general transport.
Corporate Headquarters
Haynes Publishing Group P.L.C.
Sparkford, Yeovil, Somerset BA22 7JJ England
Telephone: 01963 440635 (International: +44 1963 440635)
Fax: 01963 440825 (International: +44 1963 440825)
Corporate Statement
2
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012  Group revenue of £29.8 million  
 (2011: £32.7 million)
 Group operating profit of £5.1 million  
 (2011: £7.7 million)
 Group pre-tax profit of £4.7 million  
 (2011: £7.2 million)
 North America & Australia segmental operating profits of 
 £2.6 million ($4.2 million) 
 (2011: £4.4 million, $7.0 million)
 UK and Europe segmental operating profits of £1.8 million
 (2011: £2.4 million)
  Basic earnings per share of 20.0 pence (2011: 30.5 pence as 
restated
1
) calculated on a weighted average number of shares 
of 16.1 million (2011: 16.4 million) following the buy back of  
1.2 million shares to place in Treasury
  After share buy backs of £2.4 million, net funds
2
 of £4.8 million 
(2011: £5.4 million) reflecting another year of strong cash 
generation
 Total dividend per share for the year of 15.7 pence 
 (2011: 15.7 pence)
1 
Earnings per share has increased from 29.0 to 30.5 see Note 1 Restatement of prior years
2 
Net funds defined as cash and cash equivalents
Financial Highlights
for the Year Ended
31 May 2012  
3 4
At the beginning of the 
financial year the Group 
acquired the trade and 
assets of Bookworks 
Pty, the most prominent 
distributor of automotive 
repair information in 
Australia for £0.7 million. 
This was followed in 
February 2008 by the 
acquisition of Vivid Holding 
BV, a leading European 
supplier of digital technical 
information to the motor 
trade for £6.2 million. 
The acquisition of Vivid 
gave the Group access to 
language 
translation, web 
development, DVD 
production and digital 
security expertise which 
would be strategically 
important in developing 
the Group’s multi-media 
platforms going forward.
The first signs of an 
economic downturn were 
felt in the US in August 
2007.
In February 2009 the 
Group sold its loss making 
UK print operation for 
£0.4 million. Following 
the sale, the Group’s 
printing operations were 
centralised in the US 
where a new binding line 
was purchased for £1.8 
million. After acquisition 
costs in 2008 of 
£6.9 million and 
capital expenditure 
in 2008/09 of £4.4 
million, the Group 
ended the year with 
net cash of £1.4 million. 
Vivid set up a new product 
development subsidiary 
in Romania. A crisis in the 
World’s financial markets 
led to a deepening global 
economic downturn 
impacting all areas of the 
Group.
At the start of the financial 
year the UK business 
implements a new fully 
integrated IT system at 
a cost of £0.4 million. 
Following the sale of the 
UK print business in 2009 
all parts of the Haynes 
Group are profit making for 
the first time in 10 years. In 
the US, the introduction of 
a new digital press allows 
the Group to extend the 
life of titles by printing 
smaller quantities of titles 
on demand. Global market 
conditions remain very 
2008 2009 2010
Year
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
 
31.1 35.3 33.3 32.7 29.8 7.0 7.6 7.7 7.7 5.1 7.1 7.1 7.2 7.2 4.7
FIVE YEAR SUMMARY  
OF KEY FINANCIAL PERFORMANCE
31 May
Profit before tax £ million
31 May
Operating profit £ million
31 May
Turnover £ million
4
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012 5
weak 
but like-
for-like sales in the UK, 
Scandinavia and Australia 
are ahead of the prior 
year. In May 2010 the 
Group celebrates its 50th 
Anniversary.
On 1 June 2010 John 
Haynes steps down as 
Group Chairman after 50 
years but remains on the 
Board as Founder Director.  
J Haynes is appointed 
Group Chairman; Jeremy 
Yates-Round and Alex 
Kwarts are appointed to 
the Executive Board. The 
US business embarks on 
‘Project 50’, a programme 
to restore an old Ford 
Mustang convertible to 
show condition with 
live webcam and video 
footage available 
through the US website and 
You Tube. Extreme weather 
conditions in the third 
quarter impacts US revenue 
but sales bounce back in 
the fourth quarter. Work 
continues on a new Haynes 
digital platform.
In November 2011, the 
Group launches the 
first of its iconic Haynes 
Manuals in an online 
electronic format.  The 
conversion programmes 
from printed to digital files 
and the development of 
the digital platforms were 
all developed in-house 
by Haynes automotive 
technicians and IT 
specialists. 
Weak sales in the US 
during the first half of the 
financial year and softer 
trading in UK markets 
during the 
second half 
of the year 
adversely 
impact Group 
profits for the 
full year. 
The financial 
instability in 
Europe deepens during 
2011/12 but revenue from 
the sale of technical data to 
the European professional 
automotive aftermarkets 
ends the year up 8% 
boosted by new contract 
gains.
2012
31 May
Dividends per share pence
31 May
Basic earnings per share pence
1
 See Note 1 Restatement of prior years
31 May
Net funds £ million
5
2011
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
30.8 29.4 28.6 30.5
1
20.0 15.5 15.5 15.5 15.7 15.7 0.2 1.4 3.8 5.4 4.8 6
It was around this time five years ago that the Haynes 
Group first experienced the effects of the economic 
downturn. At that time, few of us envisaged that 
five years later we would still be facing the financial 
instability in Europe and the global economic 
headwinds that we are experiencing at the present 
time. During this timeframe, the Haynes Group has 
weathered the storm pretty well, maintaining pre-tax 
profits and growing our cash reserves. However, in 
the early part of 2011/12 we encountered some very 
weak trading in North America, globally our single 
largest market, which adversely impacted our results 
at the half year. Although we 
experienced a slight pick-up 
in trading in this territory in 
the second half of the year, 
our domestic UK markets 
encountered a similar 
softening of conditions during 
the second six months and 
a combination of these two 
factors has led to an overall 
reduction in revenue and 
profits against the prior year.
Despite the recent softer trading, 
the mood in the Group remains 
unwaveringly optimistic. Early 
into the economic downturn, 
the Board took decisive action 
to ensure that the Group’s 
financial position and operational 
structure was appropriate given 
the expectation of challenging 
times ahead. In this respect, I believe we 
have achieved our aims. Around the same time, we 
identified the need for the Group to develop new 
multi-media platforms to give our end consumers 
a choice over how they receive the delivery of our 
content. I am pleased to report that this process is 
well underway and in the US, shortly before the half 
year, we launched our first iconic Haynes manuals 
in an electronic format. This was followed in June 
of this year by our first UK automotive titles and 
more recently, by the Group’s top selling motorcycle 
titles. It is particularly pleasing to report that both 
the platform for the delivery of the new electronic 
manuals and the conversion routines from printed to 
electronic files have been developed entirely within 
the Haynes Group. The ability for the Haynes Group 
to develop our own digital platforms and disseminate 
our content in different forms is a 
major component of our forward 
strategy and the launch of the 
electronic manuals is testament 
to the efforts of both our IT 
development and automotive 
editorial teams over the last 
eighteen months. 
Results summary
Following the softer trading of 
our printed manuals in our two 
main trading markets, Group 
revenue ended the year 9% 
down on the prior year at £29.8 
million (2011: £32.7 million). The 
reduction in revenue, coupled with a higher 
development cost amortisation expense of 
 £0.4 million against the prior period, left Group  
pre-tax profits lower by 35% at £4.7 million  
(2011: £7.2 million).
The Group’s effective tax rate was 31.6% (2011: 
30.3% as restated
1
) leaving basic earnings per share 
at 20.0 pence (2011: 30.5 pence as restated
1
).
1
 See Note 1 Restatement of prior years
Dividend and shares
During the year, following the decision by a 
significant overseas fund (and long time Haynes 
shareholder) to reduce its exposure in the UK market, 
an opportunity arose for the Company to acquire 
1.24 million of its ordinary shares and to place the 
shares in treasury. The directors have for some time 
been keen to improve the liquidity in the Company’s 
Group Chairman’s Statement
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
     It is particularly pleasing to report 
that both the platform for the delivery 
of the new electronic manuals and the 
conversion routines from printed to 
electronic files have been developed 
entirely within the Haynes Group.
“
“
FIAT
500 & PANDA
2004 to 2012 (53 to 61 reg) Petrol & Diesel
Owners Workshop Manual
step-by-step maintenance and repair
The best selling car manuals in the world

58
e we 
a higher
Th Th Th h he he e e be e be e be be be be b el l st sel sel st sel st sel st sel st se s ling c igc ling c ling c ling c ling c ling c l r man ar man ar man ar man ar man ar ma ar m uals i uals i uals i uals i ual n the n the n th world 7
shares in the longer term 
and therefore, took the 
opportunity to purchase the 
available shares. In doing so 
the Company has the option to 
widen its shareholder base in the 
future without having to incur the 
underwriting costs and share 
discounting associated with a 
rights issue or placing. Due to 
the timing of the purchase, the 
Company was able to save the 
interim dividend that would have been due on the 
1.24 million shares and with the historically low 
interest rates this provided the Company with a 
higher return than it could have achieved on the 
money held in the bank and is therefore, earnings 
enhancing to the benefit of all our shareholders.
While in the near term the case remains that we sail 
through turbulent seas, the Board remains confident 
in the longer term prospects of the Group. The Board 
is encouraged by the Group’s in-house ability to 
develop and distribute new digital products from our 
own platforms as well as our strong cash position 
and cash generation which will be an important 
factor in the further development and expansion 
of these digital platforms. As a result the Board is 
recommending a final dividend of 9.5 pence per 
share (2011: 9.5 pence) which, together with the 
interim dividend paid in April, the total dividend 
for the year is 15.7 pence per share (2011: 15.7 
pence). Subject to the approval by shareholders, 
the final dividend will be paid on 31 October 2012 to 
shareholders on the register at the close of business 
on 12 October 2012. The shares will be declared ex-
dividend on 10 October 2012.
Board, people and corporate governance
Successful businesses are built through hard work, 
strong leadership and integrity. These are attributes 
we recognise throughout our organisation and are 
important factors when employing new staff and 
developing new relationships with partners. In 
common with other UK listed businesses, we are 
governed by the UK Corporate Governance Code 
2010 (the Code) and included within our Annual 
Report 2012 will be details of how 
the Board manages its corporate 
governance under the Code. We 
are a small but diverse Board with 
a wide mix of experience and with 
just under half of the Board resident 
outside the UK, we possess a strong 
understanding of the global markets 
in which our businesses operate. 
Whilst we acknowledge that the 
present Board composition does 
not fully comply with all aspects of 
the Code, we are satisfied that, at 
this point in time, we have 
the correct mix of skills 
and experience around the 
Boardroom table to steer 
the Group through these 
challenging times and to 
implement our plans for 
revenue and earnings growth.  
Although based in the UK, over the past twelve 
months I have spent a lot of time in California, 
working from our offices in Los Angeles which has 
allowed me to spend time with some of our US 
employees. I was also able to join the executive 
team earlier this year on their visit to Romania and 
meet the employees in our Bucharest office. Having 
the chance to meet our employees in different parts 
of the Group has been a very rewarding experience 
and reinforces my belief that we are very fortunate 
to have such a dedicated and loyal employee base 
and on behalf of my fellow directors I would like to 
thank our employees, in all of our locations, for their 
significant contribution to the success of the Group 
over the last year.
Future prospects
As a Board, we recognise that we face some steep 
challenges in all of our markets. The financial 
uncertainty in the Eurozone continues to undermine 
business and consumer confidence on a worldwide 
basis. Sterling’s recent weakening against the US 
Dollar and strengthening against the Euro has had 
both a positive and negative impact on the Group 
and continued volatility in the foreign exchange 
markets will undoubtedly present further challenges 
to a multinational business such as Haynes. We 
are also impacted by the pace of technological 
advancement in hand-held communication devices 
which offers both opportunities and challenges to 
data and content providers. However, we face these 
challenges with enthusiasm given that the Group 
has a strong brand presence, ownership of its core 
manual content and also the technical expertise to 
deliver that content in a digital format online. We 
have a solid corporate structure from which we can 
grow, we have a clear vision of where we are heading 
and we have a Board with the 
experience and resolve to 
make it happen. 
J Haynes  
Group Chairman                 
12 September 2012
e 
e
wth.  8
Business overview
This has been a mixed twelve months for the Haynes 
Group. Early into our financial year, we experienced 
an unexpected drop off in orders from our larger retail 
customers in our North American markets, which left 
sales in the month of July 2011, 44% down against 
the prior year. In the current economic climate this was 
a significant setback and whilst the US business has 
been able to recover some of this shortfall, without 
doubt the poor trading in the first six months has 
adversely impacted our results for the full year.  In the 
UK and Europe, sales of Haynes manuals which held 
up well during the first half of the year, encountered 
similar softer trading with key retailers in the third and 
fourth quarters, ending the six month period 16% 
behind last year however, this was partially offset by 
growth in our book trade publishing and professional 
divisions. Despite this, we should not lose sight of how, 
over the last five years, the Haynes Group has shown 
a strong resilience to the global recessionary pressures 
and even with the lower revenue and profits this year, 
we remain a profitable, cash generative group with a 
strong balance sheet and no gearing.
Notwithstanding the softer trading, there have been a 
number of positives we can take from the last twelve 
months. The development of our multi-media digital 
platforms has moved forward at a pace. Shortly before 
the half year, we launched the Group’s first electronic 
on-line manuals into the US market and this was 
followed in June 2012 by the first UK manuals and 
more recently by our top selling motorcycle titles. 
The new multi-media platforms, which have been 
developed entirely in-house, now allow us to offer our 
iconic Haynes manuals in both a printed and electronic 
format and also to target new geographical markets 
where previously it would not have been commercially 
viable to enter 
the market with a 
printed product. We 
are also now able to 
disseminate our core 
data in different ways, 
creating opportunities 
to increase the reach 
of our products in our 
existing markets. The 
development of the 
new digital platform 
for our manuals and 
the conversion from 
printed to electronic 
files has been a great 
collaborative effort 
between the digital 
and website expertise of our Dutch and Romanian 
colleagues and the extensive automotive publishing 
skills of our US and UK editorial technicians. With 
this in mind, in April of this year, I took the executive 
management team to Romania so that they could 
meet firsthand the young, enthusiastic and dynamic 
team in Bucharest that is helping the Haynes Group 
drive forward our digital expansion. 
However, it is not only on the digital side of our 
business where we have gained ground during the 
year. In Australia, through the implementation of new 
marketing initiatives and good old fashioned ‘hitting 
the road’ to meet 
and talk with our 
customers at store 
level, we have been 
able to improve 
the performance 
of our sales in the 
Australian market 
and help make this 
part of our operation 
an important 
revenue and profit 
contributor of the 
North American and 
Australian business. 
We can also take 
positives from our 
trading in Europe, 
where revenue 
from the supply of 
technical data to 
the professional 
market performed 
well in what 
continues to be very 
challenging markets 
for the automotive 
aftermarket, ending 
the twelve month 
period, in local 
Group Chief Executive’s Review
“
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
     We do not underestimate the 
challenges which lie ahead over the 
next twelve months. Nevertheless, we 
start the new financial year with a strong 
financial base and a number of new 
initiatives in the pipeline.
“ 9
currency, 8% ahead of last year. Whilst closer to home, 
revenue from our non-automotive titles had another 
encouraging year on the back of a strong publishing 
programme, finishing the year ahead by 6%. 
Operating results overview
Following the lower sales of automotive manuals on 
both sides of the Atlantic, Group revenue ended the 
year at £29.8 million (2011: £32.7 million), down 9%. 
The lower mix of higher margin automotive revenue 
coupled with a higher development cost amortisation 
charge of £0.4 million is reflected in a lower gross 
margin during the year of 59.9% (2011: 63.5%). 
In recent months we have experienced upward 
pressure on our raw material prices, most notably 
paper, which have been absorbed into our cost of 
goods, as in the current economic climate, we have 
taken the decision not to pass these increases on to 
our customers. However, if this trend continues into 
the new financial year we will have little option but to 
revisit this position.
Some five years ago, as soon as we identified we 
were entering a period of economic decline, we 
introduced a plan of cash conservation and cost 
control measures to help keep the Haynes Group 
on a sound financial footing without causing undue 
stress or instability to our underlying businesses. An 
important part of this programme was, and continues 
to be, maintaining a tight control over the Group’s 
operating costs and I am able to report continued 
success in this area with operating costs ending the 
period 4% down on the prior year. This is the third 
year-on-year reduction in operating overheads which 
are currently £1.7 million or 11% lower than they 
were in 2008/09. 
Net finance costs which almost entirely relate to the 
movement on the Group’s pension scheme assets 
and liabilities ended the year 20% lower at £0.4 
million (2011: £0.5 million) leaving pre-tax profits of 
£4.7 million (2011: £7.2 million).
Segmental overview
North America and Australia
During the first half of calendar year 2011 there 
is strong evidence that business and consumer 
confidence in the US was negatively affected by the 
uncertainty surrounding the ‘debt ceiling’ discussions 
in Washington D.C. Following the resolution of these 
discussions at the end of July 2011, confidence 
appeared to return and for a short while consumer 
spending increased. Towards the end of 2011 
however, the higher consumer spending was largely 
being absorbed by increased prices and in early 
2012 was being more than offset by US corporations 
reducing investment in their inventory programmes. 
Our trading in the US 
market over the last 
twelve months closely 
reflects this economic 
cycle. Sales in the 
first quarter of our 
financial year were 
very weak, with the 
magnitude of the 
lower ordering from 
key retailers and 
the speed of the 
deceleration coming 
quite unexpectedly, 
leading to a 
reduction in local 
currency sales in the first half of the year of 16% 
against the prior period. Although trading during the 
second half of the year improved slightly, ending 
the period 17% higher than the first six months, 
revenue in this period was nevertheless still 12% 
down against the same period last year. The widely 
reported reduction in inventory investment by larger 
US corporations has undoubtedly had an impact 
on our sales this year, with over 90% of our volume 
shortfall coming from a small number of our larger 
retailer customers. 
As we entered the 2011/12 financial year, sales in 
Australia had been holding up well on the back of 
an economy which appeared to be less affected 
by events on the other side of the globe and 
boosted by the growth in Asia. Nevertheless, there 
are clear signs that the impact of the wider global 
recession and the financial instability in Europe 
are now starting to reach Australia. The states 
of New South Wales, Victoria and Queensland 
which between them represent over 80% of 
Australia’s GDP have all experienced weaker 
retail sales in recent months and this is clearly a 
concern for the management of our Australian 
operation.  In a similar manner to the US, trading 
in this territory over the course of the year has 
reflected the economic cycle, with sales during 
the first half of the year ahead by 5% but slower 
sales in the second six months leaving overall 
revenue in this territory 1% ahead of last year. 
t
t 10
During the year, we were awarded ‘Trade partner 
of the year’ by one of our key Australian retailers 
in our mid-size company category, reflecting the 
efforts of our sales team to identify and implement 
new sales and marketing initiatives and where, in 
this instance, the installation and merchandising 
of new racking has resulted in the customer 
increasing ‘through the register sales’ of our 
manuals by approximately 25%.
Since the launch of our new electronic manuals 
in November 2011, we have experienced a small 
but steady sales take up, which has been very 
encouraging as we build the number of electronic 
titles we have on offer before we engage our 
marketing departments to actively promote the 
site. Whilst at this stage, the revenue from this new 
sales channel is not material in a Group context, it 
is nevertheless encouraging that in the six months 
since the launch, the income generated has already 
recovered the cost of developing the new digital 
platform. 
Overall revenue from the North American and 
Australian business ended the year in local currency 
15% down on the prior year at $24.6 million (2011: 
$29.0 million) which after translation to Sterling was 
down 15% at £15.5 million (2011: £18.3 million). As 
a result of the lower revenue, segmental operating 
profit in local currency ended the year at $4.2 million 
(2011: $7.0 million) which after translation to Sterling 
was £2.6 million (2011: £4.4 million).
United Kingdom and Europe
In the UK and Europe, trading has been mixed. Sales 
of automotive manuals ended the first six months 
3% down on last year but after Christmas, as the 
UK entered into a second phase of recession and 
business and consumer confidence appeared to fall 
away sharply, sales in the second half of the year 
were down 16% and for the year as a whole, down 
9%. Sales of our non-automotive titles had a strong 
start to the year, ending the first six months up 
10%, reflecting both the strength of the publishing 
programme and the increased output of titles. During 
the second half of the year, this part of the business 
also experienced a softening in demand but still 
ended the year 6% ahead of last year. During the 
course of the year, we had success with two titles 
in particular. Firstly, the ‘Millennium Falcon Manual’, 
where we give the Haynes treatment to the iconic 
spaceship from the original Star Wars trilogy, a 
title published in conjunction with Lucas Film and 
secondly, ‘Red Bull Racing F1 Car’, which provides 
an unprecedented insight into the design, technology 
and engineering of the Championship winning Red 
Bull RB6 racing car as well as the inner workings of 
Red Bull Racing. The diversity of these two titles is a 
good example of how we are successfully applying 
the Haynes approach to new and quite varied 
subject areas.
In Europe, revenue from the sale of technical data 
to the professional market through the Vivid Group 
performed strongly in what have been very difficult 
market conditions. The turmoil in the Eurozone 
markets and indeed in wider Europe shows little 
signs of respite and it is far from clear whether 
we are still heading into a deeper financial crisis 
or are very slowly moving out of one. Yet despite 
this economic backdrop, Vivid has continued its 
strong performance from the first half of the year 
with revenue in local currency, ending the full twelve 
month period, 8% ahead of last year. This strong 
performance has been built on the back of new 
customer gains in Northern Europe which have  
more than offset the softer trading in parts of 
Southern Europe and most notably in Eastern 
Europe, where trading has been noticeably weaker 
than in previous years.
Group Chief Executive’s Review  
(continued)
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012 11
Overall UK and European revenue ended the twelve 
month period in line with last year at £14.4 million 
(2011: £14.4 million). Following the lower sales of 
higher margin UK automotive manuals and the higher 
Vivid development cost amortisation which increased 
segmental costs by £0.4 million over last year, UK 
and European segmental operating profits ended the 
period 25% lower at £1.8 million (2011: £2.4 million).
Taxation
The Group’s reportable charge to taxation on 
continuing operations was £1.5 million (2011: £2.2 
million as restated
1
) with an effective rate of 31.6% 
(2011: 30.3% as restated
1
). The total charge for the 
year and the resultant effective rate reflects that the 
Haynes Group has trading subsidiaries in a number of 
different countries around the World, each with their 
own national rates of corporate tax which are applied 
to the profits generated locally in these tax territories.
1
 See Note 1 Restatement of prior years
Working capital and cash flows
When we first entered into this recessionary cycle, 
some five years ago, we targeted working capital and 
treasury management as key areas for management’s 
focus and these two areas remain high on our 
agenda. Trading terms with our major customers 
and suppliers are an important component of our 
working capital strategy but are to a large degree 
dependent upon prevailing market practice and the 
desire to build sustainable relationships. Therefore, 
inventory management and capital expenditure are 
the principal levers we have to control our working 
capital. During the year we have reduced inventory 
volumes by a further 8% and our current inventory 
volumes are 23% lower than in 2007, reflecting 
management’s aim at the start of the economic 
downturn, of controlling working capital in a 
measured manner. The movement during the year is 
somewhat masked by the affect of the stronger US 
Dollar which closed our financial year against Sterling 
at $1.54 (May 2011: $1.65) increasing the value of our 
total inventory by £0.4 million against the prior year. 
The tighter inventory control and shorter print runs 
have come at the expense of a higher cost of goods 
but this has been an acceptable and inevitable 
consequence given the fragile financial markets in 
which we are operating. Our capital expenditure 
programmes are equally tightly controlled, but we are 
cognisant of the need to continue our investment in 
the important areas of the business. During the year 
we invested £0.2 million to replace our 22 year old 
case maker on the US production line in Nashville, 
Tennessee and shortly after the year-end purchased 
new freehold offices in Bucharest which will allow us 
to accommodate our growing team in Romania.
Group cash inflow generated from continuing 
operations before tax during the period was £8.7 
million (2011: £8.4 million) which represented 
170% of Group operating profit (2011: 109%). As 
mentioned in previous reports, in 2009 the Group 
changed the way it accounted for Vivid’s product 
development to capitalise both internal and external 
development costs and to write down such costs 
on a straight line basis over five years, thus bringing 
the treatment in line with International Accounting 
Standards and Haynes Group policy. The impact of 
this change has been to increase the year-on-year 
intangible amortisation charge by approximately £0.4 
million until 2013. Accordingly, whilst the increasing 
annual charge does impact on the Group’s reportable 
profit each year it does not impact on the Group’s 
cash flows. Group cash ended the year at £4.8 
million (2011: £5.4 million). It is pertinent to note 
that the Group’s cash balances have been reduced 
by £2.4 million following the purchase of 1.2 million 
of our ordinary shares for placing in Treasury and 
absent the share buy backs, Group cash would have 
ended the year at £7.2 million, an increase of 33% 
over the prior period. 12
Group Chief Executive’s Review  
(continued)
Pensions 
During the year 
and following a full 
consultation process 
with the employees, 
the UK defined benefit 
pension scheme 
was restructured, 
reducing certain 
member benefits 
and increasing 
the members’ 
contribution by 3%. 
From the perspective 
of the employer 
these are not easy decisions to reach, but with the 
average UK population now living longer and asset 
returns adversely impacted by the global economic 
downturn, the action was necessary to try and 
secure the future of the scheme for the benefit of the 
members. I would like to thank the members of the 
UK scheme for their understanding and pragmatism 
over the need for the action and their willingness 
to work with the Company to try and retain their 
pension scheme by placing the scheme on a more 
affordable basis going forward.
As at 31 May 2012 the aggregate deficit on the two 
defined benefit schemes as reported in accordance 
with IAS 19 was £10.0 million (2011: £10.4 million) 
with the schemes total assets increasing by £1.9 
million to £25.2 million (2011: £23.3 million) and total 
liabilities increasing by £1.5 million to £35.2 million 
(2011: £33.7 million).
Group outlook
The global markets in which we operate are clearly 
troubled at the present time. In June 2012, the 
US Federal Reserve announced an extension of 
“Operation Twist” and, at the same time, lowered 
its forecast for GDP and raised their expectation of 
the unemployment rate until 2014. In the UK, there 
are few signs that the economy will grow by any 
meaningful extent over the coming twelve months. 
Whilst in Europe, the 
financial instability of 
the Eurozone countries 
continues to unsettle 
the financial markets 
and by association, 
business and 
consumer confidence. 
As a group with a 
significant exposure 
to these economies, 
we are inevitably 
concerned over the 
economic landscape 
for the coming year. 
Yet despite this gloomy outlook and the fact that 
conditions in the retail automotive aftermarket remain 
very challenging, we are optimistic over the future 
prospects for the Haynes Group.
In the UK, the electronic manuals online website went 
live in early June. This will be followed by Australia 
later in the year and group-wide we will continue to 
add to the range of electronic titles over the course 
of the coming year. The development of an electronic 
platform for our non-automotive manuals and book 
trade titles, which will incorporate encryption and 
digital rights management, is well under way and we 
anticipate the first e-book titles will be available by 
the mid-part of our financial year.
In September 2012, the Haynes Group will be 
attending the bi-annual Automechanika trade show 
aimed at the professional automotive aftermarket and 
held in Frankfurt, Germany. This is an excellent forum 
to meet with new and existing customers and to 
provide the Group with the chance to show case our 
leading workshop data software in front of the major 
buying groups in Europe.  
Our research into new geographical markets 
continues. Towards the end of our financial year we 
held discussions with organisations in both China 
and Brazil regarding a variety of potential new 
initiatives and these discussions remain ongoing. We 
will also continue to explore acquisition opportunities 
where such opportunities fit into our forward strategy 
and will provide the Haynes Group with revenue and 
earnings growth potential.
We do not underestimate the challenges which lie 
ahead over the next twelve months. Nevertheless, 
we start the new financial year with a strong financial 
base and a number of new initiatives in the pipeline. 
Our multi-media platforms provide the Group with 
an excellent opportunity to extend the reach of our 
core products to new markets as well as offering 
new products in our existing markets and although 
we expect trading conditions to remain difficult for 
the foreseeable future, the above factors coupled 
with the exciting opportunities which will derive from 
our significant in-house IT capabilities allows us to 
remain confident over the future prospects for the 
Haynes Group.
Eric Oakley  
Group Chief Executive                 
12 September 2012
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
A
s
t
w
c
e
fo 13
Executive Directors JHC Haynes* (Group Chairman)
 E Oakley
+ 
(Group Chief Executive)
 D Benhardus
+
 CPA
 J Yates-Round
 JH Haynes OBE (Founder Director)
Non-Executive Directors E Bell
*  (Chairman of Audit Committee and Remuneration & Nomination  
 Committee, and Senior Independent Director) 
 MEF Haynes*
 
*
  Member of Remuneration & Nomination Committee  
   Member of Audit Committee
 
+
  
Resident in the US
   Resident in the Netherlands
Group Company Secretary JT Bunkum FCA
Registered office Sparkford, Yeovil, Somerset BA22 7JJ
 Company No. 659701
Auditors BDO LLP 
 Arcadia House, Maritime Walk, Ocean Village, Southampton SO14 3TL
Solicitors Michelmores LLP  
 Woodwater House, Pynes Hill, Exeter EX2 5WR
Principal UK bankers Barclays Bank PLC  
 Corporate Banking Centre, Park House, Newbrick Road,  
 Stoke Gifford, Bristol BS34 8TN
Principal US bankers Union Bank, N.A.  
 21700 Oxnard Street, Suite 120, MC4-73A-120, Woodland Hills,  
 CA91367, USA
Stockbrokers Smith & Williamson Corporate Finance  
 Portwall Place, Portwall Lane, Bristol BS1 6NA
Registrars Capita IRG PLC  
 Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Group Board
Directors and Advisors 14
Dan Benhardus
Group Finance Director
Dan (66) was appointed as Group Finance Director on 1 June 2002. He is resident in California 
and is a Certified Public Accountant. He started his career with Arthur Young and Co. (now part of 
Ernst & Young) before going into private industry where he gained experience in the construction, 
cable television and market research industries as an accounting and finance executive. In 1988 he 
joined Haynes North America, Inc. as the Vice President of Finance. He retains his responsibilities 
as the Chief Financial Officer and Senior Vice President of Haynes North America, Inc.
Group Board
Executive Director Biographies
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
J Haynes
Group Chairman
J (45) joined the Board as a Non-Executive Director on 25 March 2000, having completed a 
two year MBA at the London Business School. J was formerly a Director at Beeson Gregory, a 
specialist investment bank, before which he worked for 5 years as a Graduate Trainee with Haynes 
North America, Inc.  In January 2002, J was appointed Managing Director of the Group’s UK and 
European operations and in June 2008 became Group Vice Chairman. On 1 June 2010 J was 
appointed Group Chairman.
Non-Executive Director Biographies
 
Eddie Bell 
Non-Executive Director 
 
Eddie Bell (63) has held a number of senior positions spanning 30 years in book publishing. 
Latterly he was the Executive Chairman and Publisher for Harper Collins UK and during his tenure 
was responsible for publishing the memoirs of both Mikhail Gorbachev and Lady Thatcher, and 
the autobiography of John Major. He is now a partner in Bell Lomax Moreton. Additionally, he 
holds several other non-Executive positions both within and outside the publishing industry which 
include New Century Media Limited and Management Diagnostics Ltd. On 20 May 2009 Eddie 
was appointed the Company’s Senior Independent Director. Eddie Bell does not have a service 
contract with the Company.
Alex Kwarts
Managing Director Vivid Holding BV
Alex (57) started his automotive career in 1985 with Olyslager, the Netherlands based former 
publisher of Vehicle Owners Manuals and Technical Information for automotive professionals, where 
he became IT director and a member of the board. In 1995, together with two partners, Alex left 
Olyslager to form Vivid Automotive where from the outset the vision was to deliver automotive 
technical information in an entirely digital format. Indeed, Vivid Automotive was the first European 
company to offer automotive technical data via the Internet. Alex was the Company’s IT director 
from formation in 1995 and was appointed Managing Director in August 2009. Alex joined the 
Group Board in September 2010 and is resident in the Netherlands. 15
Eric Oakley
Group Chief Executive
Eric (66) spent his early years in North East England, and was educated at the University of Aston. 
He is resident in California. Eric joined Haynes North America, Inc. in 1980 after 16 years with 
Burmah-Castrol. He was appointed to the Main Board of Haynes Publishing Group in 1990. For 
the past 26 years Eric has been President of Haynes North America, Inc. during which period 
Haynes Manuals have become the largest selling Automotive Repair Manuals in the United States 
and Canada. He oversaw the establishment of Haynes’ Australian operation, which was further 
expanded in 2007 .  Eric was appointed Group Chief Executive on 1 June 2002.
Jeremy Yates-Round
Managing Director UK & Europe
Jeremy (51) has worked in publishing for close to 30 years, gaining a sales background with 
Hodder & Stoughton in both domestic and international markets. During the 1990’s Jeremy 
moved into sales management with Collins becoming Deputy Managing Director of the Religious 
division. In 2001 Jeremy joined the Haynes Group as Sales and Marketing Director for the Haynes 
Book Division and in 2002 was appointed Managing Director of Sutton Publishing prior to its 
successful sale in 2007. Following the sale of Sutton Publishing, Jeremy took over as Sales and 
Marketing Director of the Haynes UK operations and on 1 June 2010 was appointed Managing 
Director of the Haynes UK and European operations.
John Haynes
Founder Director
John’s biography is the history of Haynes Publishing. John (74) founded the Company in 1960 
and by expanding operations into Europe and the USA, was responsible for its growth and 
development into the international business that we see today. The Company was taken public 
in 1979. John remains its principal and majority shareholder and takes a very active interest in all 
aspects of the Group’s publishing activities. In 1985 he founded and is the principal benefactor 
of the Haynes International Motor Museum. In 1995 he was awarded the OBE for services to 
publishing. On 1 June 2010, 50 years after founding the Haynes Group, John stepped down as 
Group Chairman but remains on the Board as Founder Director.
Marc Haynes 
Non-Executive Director 
 
Marc Haynes (44) completed a BSC (Hons) Business Degree at Manchester before joining the 
Haynes International Motor Museum as its Business Development Manager. Having successfully 
established a number of innovative commercial ventures, he is now its Managing Director. Marc is 
also a Director of Haynes Developments Limited which is a property development, management 
and investment company operating in the UK. In 2008, Marc established Bute Motorsport Ltd, 
which is the promoter of the highly successful GT Cup Championship motor racing series. Marc 
Haynes does not have a service contract with the Company. 16
The directors present their report and the financial statements of the Group for the 
year ended 31 May 2012
 Principal activity Haynes Publishing Group P .L.C. is a holding company. For management and internal 
reporting purposes the Group is organised into two geographical operating segments being the UK & 
Europe and North America & Australia.
 The UK & European business with headquarters in Somerset, England has subsidiaries in the Netherlands, 
Italy, Spain, Romania and Sweden. The core activity of the UK and European operations is the publication 
and supply of automotive repair and technical information to the professional automotive and DIY 
aftermarkets in both a printed and digital format. The business also publishes a wide range of titles which 
are practical, instructional, easy to read and aimed at those with an interest in more general DIY related 
activities as well as motoring, motor sport, transport, aviation and military. 
 The North American business with headquarters near Los Angeles, California publishes DIY Repair Manuals 
for Cars and Motorcycles in both a printed and digital format. The business publishes titles under the 
Haynes and Chilton brands, in both the English and Spanish languages. It also has a branch operation 
in Sydney, Australia which publishes similar products under both the Haynes and Gregory’s brands. The 
Australian business also publishes information for the professional automotive market. Through its print 
operation in Nashville, Tennessee the North American business is also the central print facility for the 
Group’s printed products.
 Review of the business A review of the business, together with comments on the key performance 
indicators and future development of the Group, is contained in the Chairman’s Statement and the Group 
Chief Executive’s Review on pages 6 to 12.
 Financial results The financial results for the year are set out in the consolidated income statement on 
page 36. The position at the end of the year is shown in the consolidated balance sheet on page 38.
 Dividends The directors are recommending a final dividend for the year of 9.5 pence per share (2011: 9.5 
pence) making a total dividend for the year of 15.7 pence (2011: 15.7p). The final dividend will be payable 
on 31 October 2012 to members on the register of shareholders at the close of business on 12 October 
2012. The shares will be declared ex-dividend on 10 October 2012.
 Principal risks and uncertainties The Board has the primary responsibility for identifying and monitoring 
risk and the manner in which the Board manages this process is outlined in the Corporate Governance 
report on pages 20 to 25. The Group’s principal financial risks and uncertainties are outlined in note 18 to 
the financial statements and the principal operational risks and uncertainties are discussed as part of the 
Group Chief Executive’s Review on pages 8 to 12.
 Material contracts Included within the principal activity paragraph above is an outline of the operational 
and geographical structure of the Group. In common with many businesses of the Group’s size and 
structure, the Group has a broad base of customers and suppliers and correspondingly, a number of valued 
contractual relationships. However, in the directors view there is no single contract which is essential to 
the Group’s business for the purpose of the business review disclosure requirements under Sc 417 of the 
Companies Act 2006. For details of customers representing 10% or more of Group revenue refer to note 3 
on page 50.
 Directors The names of the directors who served in office during the year and a brief biographical overview 
are set out on pages 14 to 15. 
 JHC Haynes and D Benhardus retire by rotation in accordance with the Articles of Association and, being 
eligible, offer themselves for re-election.
 E Bell and MEF Haynes being Non-Executive Directors and having served for more than nine years at the 
date of the next Annual General Meeting offer themselves for re-election in accordance with the provisions 
of the 2010 UK Corporate Governance Code.
 The interests of the directors in the ordinary share capital of the Company are shown on the following page. 
There have been no other changes in the directors or their shareholdings shown below up to 12 August 
2012.
 At 31 May 2012 the beneficial shareholdings of the directors represented 56.4% of the total issued share 
capital. This represented 13.3% of the Ordinary shares (which are listed on the London Stock Exchange) 
and 91.7% of the ‘A’ Ordinary shares.
Report of the Directors
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012 17
 Directors’ interests in shares The directors who served during the year and their interests in the share 
capital of the Company as at 31 May 2012 and 31 May 2011 are as follows: 
Beneﬁcial
 ‘A’ Ordinary
No.
Non Beneﬁcial
 'A' Ordinary
No.
Connected
‘A' Ordinary
No.
Beneﬁcial
Ordinary
No.
Non-Beneﬁcial
Ordinary
No.
Connected
Ordinary
No.
Executive
JHC Haynes
- 450,000
 [2]
    8,550,000
 [2] [4]
   710,141
[2]
   793,500
 [1] [2]
   632,575 
[2] [3] [4]
       
E Oakley
- -    -    43,304   -    -   
D Benhardus
- -    -    5,000      -    -   
JH Haynes
8,250,000 750,000
 [2]
     -  197,500 902,500 
[1] [2]
    1,056,263 
[2] [3] [4]
 
J Yates-Round
-- - - - -
A Kwarts
-- - - - -
Non-Executive
E Bell
- -    -   - -    3,000   
MEF Haynes
- 750,000
 [2]
8,250,000
 [4]
  699,767
 [2]
 272,500
 [2]
    523,575
 [3] [4]
  
[1]
   630,000 shares are in respect of the Haynes International Motor Museum (a charitable trust) and are 
shares in which JH Haynes and JHC Haynes are interested as Trustees. 
[2]
   Shares held in family trusts in which JH Haynes or JH Haynes, JHC Haynes and MEF Haynes are trustees 
and which the beneﬁciaries comprise the sons or grandchildren of JH Haynes.
[3]
  Includes 326,075 shares owned by Mrs AC Haynes (2011: 326,075 shares).
[4]
   Due to their family relationship JH Haynes, JHC Haynes and MEF Haynes are connected parties in 
accordance with Sc 253 of the Companies Act 2006.
Options to subscribe for ordinary shares under the terms of the Executive Share Option Scheme are 
described in the Board Report on Remuneration. Directors’ interests in contracts with the Group companies 
are shown in Note 21 to the consolidated financial statements.
 Appointment and replacement of directors With regards to the appointment and replacement of 
directors, the Company is governed by its Articles of Association, the Companies Acts, the UK Corporate 
Governance Code, and related legislation.
 Powers of directors The powers of the directors are more specifically described in the Main Board terms 
of reference, a copy of which can be found at http://www.haynes.co.uk/investor and are also discussed in 
the Statement of Corporate Governance on pages 20 to 25. 
 Change of control Excepting general commercial and trading agreements which may contain provisions 
that take effect, alter or terminate upon a change of control of the Company, the directors are not aware of 
any significant such agreements to which the Company is a party. Furthermore, the directors are not aware 
of any agreements between the Company and its directors or employees that provide for compensation 
upon the receipt by the Company of a takeover bid.
 Other shareholdings At 31 May 2012 interests in 3% or more of the Company’s issued Ordinary 20p share 
capital (note 20) had been notified to the Company by:
  
Shares % Class
Haynes International Motor Museum 630,000 10.3
Axa Framlington S.A. 550,000 9.0
The Diverse Income Trust PLC 263,158 4.3
New Pistoia Income Settlement 245,000 4.0
 
As at 12 August 2012, the Company had received notiﬁcation from New Pistoia Income Settlement that 
their holding in the Company’s listed Ordinary 20p shares had fallen below 3%.
The interests of those directors who have major shareholdings are detailed in the table of Directors’ 
interests in shares above. 18
 Share capital and related matters Details of the Company’s share capital are shown in Note 20 to the 
consolidated financial statements. 
 Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per share where 
a matter is decided other than on a show of hands. Both classes of share rank ‘pari passu’ (including 
any distribution by way of dividend and on a return of capital), save that a transfer of ‘A’ Ordinary shares 
will not be permitted by the directors other than to a member of the holder’s immediate family or to family 
settlements. The holders of ‘A’ Ordinary shares may convert such shares into Ordinary shares at the 
rate of one Ordinary share for each ‘A’ Ordinary share, subject to the further provisions of the Articles of 
Association and the Companies Acts.
 As at 11 September 2012 (being the last business day prior to the approval of the Annual Report 2012) the 
Company’s issued share capital consists of 9,000,000 ‘A’ Ordinary shares and 7,351,540 Ordinary shares.  
Following a decision by an overseas shareholder to divest their holding in UK equities an opportunity arose for 
the Company to acquire some of the available shares and with the historically low interest rates, the purchase 
of the shares has been earnings enhancing to the benefit of all our shareholders. Accordingly, on 22 February 
2012 the Company acquired 500,000 Ordinary shares of 20 pence each and on 26 March 2012 purchased 
740,000 Ordinary shares of 20 pence each. As at 31 May 2012 the 1,240,000 Ordinary shares are held by 
the Company in treasury and represented 16.9% of the Ordinary share capital and 7.6% of the Company’s 
total share capital. The Company is not able to vote on the treasury shares and the treasury shares carry 
no right to receive any dividend or other distribution of assets other than in relation to an issue of bonus 
shares. Therefore, as at 11 September 2012, the total voting rights in the Company are 15,111,540 of which 
6,111,540 are listed on the London Stock Exchange.
 The ‘A’ Ordinary shares represent 55% of the total issued capital, and the Ordinary shares 45%.
 Other than as expressed above, there are no specific restrictions on the size of a holding nor on the transfer 
of shares, which are both governed by the general provisions of the Articles of Association and prevailing 
legislation.
 At the AGM on 19 October 2011 :
 (i) A special resolution was passed to renew the directors’ authority to make purchases of its own shares up to 
a maximum number of 1,500,000 shares. The authority relates to 9% of the Company’ s issued share capital 
and will expire at the conclusion of the AGM in 2012, if not reviewed, and
 (ii)  An ordinary resolution was passed giving the directors a general authority to allot further shares of the 
Company, having an aggregate nominal value of £1,090,102. This represents approximately one-third 
of the total ordinary share capital of the Company in issue at the date the resolution was passed and is 
in line with institutional shareholder guidelines. This authority will expire at the conclusion of the AGM in 
2012, if not renewed, and
 (iii) A Special Resolution was passed to renew the Directors’ authority to issue equity securities for cash 
otherwise than in proportion to existing holdings. This authority is limited to shares having a maximum 
aggregate nominal value of £163,515 which represents just under 5% of the total ordinary share 
capital of the Company in issue at the date the resolution was passed. The figure of 5% is the amount 
recommended by the Pre-Emption Group as being likely to be considered by the shareholders as 
“routine”. This authority will expire at the conclusion of the AGM in 2012 if not renewed. 
 Financial instruments The Group’s policies in relation to financial instruments and financial risk management 
are included in note 18 to the consolidated financial statements.
 Foreign exchange  The Group’s main currency exposure is derived from trading transactions between 
Group operating units and with our global customer base. Approximately 43% (2011: 47%) of the Group’s 
revenue streams are generated in US Dollars, 28% (2011: 27%) in Sterling, 15% in Euro’s (2011: 13%) 
with the balance coming from a mix of currencies across our operating entities. Although the Group has 
an exposure to foreign currencies it is able to offset part of the currency risk as the printed product for the 
European markets is manufactured in the US and invoiced in local currency.
 Donations During the year Group donations to charitable organisations amounted to £13,048 (2011: 
£13,614). There were no political donations in the year.
18
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Report of the Directors (continued) 19
 Environmental policy The Board is committed to minimising the impact its operations have on the local 
environment. The Group operates a single printing facility, located in Nashville, Tennessee and all of the 
papers and board that are used in the production of Haynes Manuals are sourced from Programme for 
the Endorsement of Forest Certification (PEFC) paper, are printed using vegetable based inks and the 
cartons in which they are packed and shipped are made from 100% post consumer waste. It is Group 
policy to ensure that both national and local environmental laws and guidelines are adhered to in full. The 
Board ensures that key management are tasked with the responsibility to oversee the Group’s activities 
which impact the environment and to report back to the Board with any recommendations they may have 
regarding environmental policy. No social or community reviews have been undertaken in the current or 
preceding years.
 Directors’ and officers’ indemnity insurance The Group purchases and maintains insurance for 
the directors and officers of the Parent Company including the trustees of the pension scheme when 
undertaking their duties in accordance with Sc 233 of the Companies Act 2006.
 Disabled persons The Group encourages the employment of disabled persons whenever practicable. 
The Group policy is to ensure that disabled employees and those who may become disabled benefit from 
training and career development in common with other employees.
 Employees, and health & safety The Group involves employees by providing them with information which 
concerns them, consults with them and considers their views when making decisions which affect their 
interests and generally discloses matters affecting the Group’s performance through company briefings.
 Policy on payment of suppliers The Group operates in various locations throughout the world. It is 
not Group policy to follow any specified code or standard on payment practice but the payment policies 
adopted reflect the terms negotiated with individual suppliers as well as the custom and practice of the 
locality. It is the Company’s intention to continue to apply the Group policy in the forthcoming year. At 31 
May 2012 the amount of trade creditors as shown in the balance sheet represents 14 days of average 
purchases for the Company and 23 days for the Group.
 Disclosure of information to auditors Each of the directors confirms that they have taken all the steps 
that they ought to have taken to make themselves aware of any information needed by the Company’s 
auditors for the purposes of their audit and to establish that the auditors are aware of the information. The 
directors are not aware of any relevant audit information of which the auditors are unaware. 
 A resolution to re-appoint BDO LLP as auditors of the Company and to authorise the directors to determine 
their remuneration will be put to the forthcoming Annual General Meeting.
 By order of the Board.
 James Bunkum
 Group Company Secretary
 12 September 2012 20
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Corporate Governance
Introduction
The principles of good corporate governance are designed to improve company performance by helping a board 
discharge its duties in the best interests of shareholders, whilst facilitating efficient and entrepreneurial management 
to deliver shareholder value over the longer term. The UK Corporate Governance Code (‘the Code’) published in 
June 2010 and appended to the Listing Rules and which applies to our reportable financial year is not intended to 
be a rigid set of rules. Rather it is a guide to the components of good governance which companies are expected 
to follow. The Code recognises that one set of provisions will not necessarily fit all companies. Accordingly, there are 
certain provisions within the Code which do not apply to companies below the FTSE 350. There may also be areas 
of the Code where smaller companies judge the provisions to be disproportionate or less relevant to their particular 
circumstances and where good governance can be achieved by other means. Where companies decide this is the 
case, the areas of strict non-compliance with the Code need to be explained in the Annual Report.  
This section of the Annual Report explains how the Board and its Committees discharge their duties and how the 
Board applies the principles of the Code. Also included in the sections below are details of those areas where the 
Company’s governance differs from the strict provisions of the Code. The full text of the Code can be found on the FRC 
website at www.frc.org.uk.
Statement of compliance
The Board of Haynes Publishing Group P .L.C. recognises the importance of high standards of corporate governance. 
Accordingly, it has considered the principles and provisions of the Code and will continue to manage its affairs in 
line with the principles where it is in the interests of the business and of shareholders to do so. Other than where 
expressly stated, the Company has complied with the principles, supporting principles and provisions of the Code 
throughout the year under review.
Board of directors
During the year, the Board reviewed its terms of reference which lay precise emphasis upon its responsibility for 
the overall management and strategic direction of the Group. The Board aims to encourage entrepreneurial 
endeavour within a framework of prudent planning and control. The Board appraises and approves major financing, 
investment and contractual decisions in excess of defined thresholds. All members of the Board are cognisant of 
their duty to act collectively and objectively in the best interests of the Company. Both the Audit Committee and the 
Remuneration & Nomination Committee are chaired by the senior independent non-executive director. The non-
executive directors are intrinsically involved in scrutinising and monitoring the performance of management, and 
assessing the processes for the control of financial and other risks. The terms of reference for the Committees may 
be viewed on www.haynes.co.uk/investors.
 The Board comprises six executive and two non-executive directors, one of whom is considered to be independent 
by the Board. Whilst the Board recognises the recommendation under B.1.2 of the Code for smaller companies 
to have two independent non-executive directors, the Board feels that at present, the composition of the Board is 
appropriate to enable the Board to discharge its duties in the best interests of the shareholders. The biographies 
of the directors are set out on pages 14 and 15 of this Annual Report.
 The division of responsibility between the Chairman and the Group Chief Executive is clear and understood and 
has been committed to writing and approved by the Board. The Chairman is responsible for the leadership of 
the Board and ensuring its effectiveness along with the effectiveness of the individual directors, while the Chief 
Executive is responsible for the day to day running of the business.
 The non-executive directors occasionally hold meetings informally without the executive directors present. 
Likewise, the Chairman occasionally meets with the non-executive directors without the executive directors 
present. 21
 The Board meets at regular intervals of approximately two months to determine and monitor corporate 
strategy, to review the trading and financial performance of the Group and to consider matters specifically 
reserved for its approval. The following table details the number of board and committee meetings held 
during the year and the attendance record of the individual directors :
     Remuneration &
  Full Short Audit Nomination 
  Board Board Comittee Committee
  meetings meetings meetings meetings
 Number of meetings in year 6 4 3 1
 
 JHC Haynes 4 3  -
 E Oakley 6 3
 D Benhardus 5 3 3
 [a]
 
 J Yates-Round 6 4
 A Kwarts 6 2 
 JH Haynes 6 2
 E Bell 6 1 3 1
 MEF Haynes 5 1  1
 [a] By invitation
 Full Main Board meetings are scheduled at least 12 months in advance and include regular agenda items 
such as current trading, the Group’s financial and treasury position, corporate governance, health and 
safety, shareholder engagement and Group strategy.
 Short Main Board Meetings are in most cases called at short notice to discuss and/or approve business 
matters specified for the Main Board. All the Directors will be invited to attend the meetings and provided 
with the background papers pertaining to the meeting. However, the Board recognises that due to the 
short notice, the directors may not always be able to physically attend the meeting. Nevertheless, in such 
circumstances it is commonplace for the thoughts and feedback of these Directors to be considered at the 
meeting.
 The directors are able to take independent professional advice in the furtherance of their duties at the Group’s 
expense and all directors have access to the advice and services of the Group Company Secretary.
 The Board has identified E Bell as the senior independent director.
 The Board defines an independent director as one who has no relationship with any company within the 
Group or its management which may undermine independence and who is not dependent on the Group 
or its management for his or her primary source of income, and was not within the last five years a senior 
manager within the Group, and does not participate in the Group’s incentive bonus schemes or pension 
arrangements.
 The Board currently has two non-executive directors one of whom, E Bell it considers to be independent. In 
relation to MEF Haynes, the Board considers that his close family ties with other members of the Board and 
his significant interest in shares determine that he is not independent in line with the provisions of the Code. 
Notwithstanding these circumstances or relationships, the Board believes MEF Haynes to be independent in 
character and judgment.
 The memberships of the Committees of the Board are indicated on page 13. At Committee meetings no-
one except the Chairman of the Committee and its members is entitled to be present – but others may 
attend by invitation.
 Executive directors may be permitted to take a limited number of outside non-executive directorships in 
non-competing companies, subject to the approval of the Remuneration & Nomination Committee. 22
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Information, professional development and evaluation
All directors are provided with regular performance updates and full and timely access to information that 
enables them to make informed decisions on corporate and business issues. The Board receives monthly 
management accounts explaining performance against budget and the comparable year for each sector of 
the business, as well as risk management and business plans. The executive directors receive information 
on sales for the individual businesses within the Group on a weekly basis, and for the major businesses such 
information can be accessed daily.
Directors are encouraged to regularly update and refresh their skills and knowledge on the basis that ‘all 
development is self development’. The Group Secretary is responsible through the Chairman for facilitating 
the training and induction of newly appointed directors, and ensuring that they are familiar with the Company’s 
operations and their own duties and responsibilities. He is also responsible for advising the Board through the 
Chairman on governance and legal matters.
During the year, the Board has undertaken a formal appraisal of its own performance and processes and also 
that of its committees, including a review of each committee’s composition and operating procedures.
Through a combination of personal discussions, general observation and ongoing monitoring of performance, 
the contribution of each individual director has been assessed by the Chairman against expected standards. 
The process of ongoing monitoring and review helps the Chairman to ensure that the contribution of the 
directors continues to be to the agreed standards and relevant to the Group’s business and organisation. 
In turn, the Chairman’s own performance has been reviewed by the senior independent director following 
consultation with his fellow non-executive director and other members of the Board.
According to the Articles of Association all directors should seek re-election by shareholders at regular intervals 
of no more than three years. Directors are also subject to re-election by shareholders at the first AGM after 
their appointment.
Directors remuneration, contracts and nomination
 In accordance with the provisions of the Code, a Remuneration & Nomination Committee with its own 
terms of reference has been established by the Board. The Board’s Report on Remuneration, which follows 
on pages 26 to 32, sets out details of the Group’s policy on remuneration, directors remuneration and the 
work of the Remuneration & Nomination Committee. This includes an explanation of those areas of non 
adherence to the provisions of the Code.
 The Remuneration & Nomination Committee is responsible for succession planning and recommending to 
the Board the appointment of new directors. The Board formally vets and scrutinises these proposals. The 
Committee’s composition is explained in the Board’s Report on Remuneration. Traditionally the Committee 
has been reliant upon its own energies and judgement in sourcing and evaluating candidates for vacancies 
on the Board. External search consultants and open advertising have not been preferred methods in the 
past due to the high costs associated with such channels. 
 All executive directors have rolling service contracts with the Company terminable on less than two years 
notice, which in all cases may be served by either party. For recent appointments a notice term of one year 
or less has been implemented as a matter of course (see pages 30 and 31).
 The non-executive directors do not have service contracts with the Company but are usually appointed at 
the will of the Board for a fixed period of two years.
Corporate Governance (continued) 23
Dialogue with shareholders
 The directors consider that clear and timely communication of information to Shareholders is an important 
part of their function. The Chairman’s and Group Chief Executive’s reviews on pages 6 to 12 provide a 
summary of the Group’s trading performance and future outlook. In addition to the publication of the 
Group’s annual and half year results, the Board also issues an interim management statement to update on 
the Group’s trading performance during the first and third quarters of the financial year and there will also be 
briefings for Shareholders or their representatives, especially following the Group’s interim and preliminary 
final announcements.
 The Chairman is in a good position to ensure that the views of major Shareholders are communicated to the 
Board as a whole. Additionally, once a quarter, the Chief Executive updates the Board with any significant 
discussions/feedback with Shareholders.
 The Board views the Annual General Meeting as an ideal opportunity to communicate with both institutional 
and private investors alike and confirms its compliance with all the provisions of the Code relating to 
the constructive use of Annual General Meetings. This year’s Annual General Meeting will be held on 24 
October 2012 and all executive and non-executive directors (including Committee chairmen) plan to be 
present and available to answer questions.
Accountability, audit, and audit committee
It is the intention of the Board through this Annual Report, and other public reports and announcements, to 
present a balanced and understandable assessment of the Company’s position and prospects. The directors 
have set out their responsibility for preparing the accounts on page 33 of the financial statements.
 An Audit Committee with approved written terms of reference has been established by the Board. Currently 
the Committee comprises the Board’s sole independent Non-Executive Director E Bell (Chairman of the 
Committee), who the board considers to have had recent and relevant financial experience. Whilst the 
Board recognises the recommendation under C.3.1 of the Code for the Audit Committees of smaller 
companies to have two independent non-executive directors, the Board feels that the present composition 
of the Committee is appropriate to discharge its duties in the best interests of the Board and shareholders. 
During the year the Committee kept under review the effectiveness of the Company’s financial control 
policies and procedures for assessing and reporting financial risk.
 The Audit Committee is responsible for making recommendations to the Board in relation to the 
appointment and remuneration of the external auditors. Consequently the Committee is responsible for 
monitoring the auditor’s performance, cost effectiveness, independence and objectivity, which it has done 
throughout the year.
 The Committee is authorised to investigate any matter within its terms of reference and where necessary to 
obtain external legal or other independent professional advice.
 The Committee meets with the Group’s external auditors at least twice a year to discuss the Group’s 
framework of controls, Group reporting and other relevant matters. At the conclusion of each annual audit, 
the Audit Committee receives and considers a report from the Group’s auditors setting out any material 
findings from their audit of the individual Group companies, and reports to the Board as necessary. The 
Group Finance Director is invited to attend all meetings of the Committee, albeit part of the meeting may be 
held without his presence, if deemed appropriate by the Committee.
 The Committee keeps under review the “Whistle blowing” arrangements across the Group to ensure that 
procedures are in place for staff to report fraud and similar matters.
 In certain circumstances it is permitted by the Board for the auditors to supply non-audit services (in the 
provision of tax advice, or on specific projects where they can add value). The Committee has approved 
and monitored the application of this policy in order to safeguard auditor objectivity and independence. 24
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Internal controls
By means of the systems and processes outlined below, the Board maintains a sound system of internal 
control to safeguard its assets and the investments of shareholders. The Board has overall responsibility for 
the Group’s system of internal control. However, such a system is designed to manage rather than eliminate 
the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance 
against material misstatement or loss. At least annually, the Board conducts a review of the effectiveness of 
these internal controls, as described below, and takes the necessary action to remedy any significant failings 
or weaknesses which may be identified by its review.
Financial
 A comprehensive budgeting system is in place with annual budgets requiring approval by the directors. 
The results of the trading companies within the Group are reported monthly and compared to plan. The 
Group reports its financial results to shareholders on a six monthly basis and provides a quarterly update to 
shareholders and the market on trading performance.
 Authority limits are in place across the Group defining expenditure levels and the Group has clearly prescribed 
guidelines covering capital expenditure (which includes detailed appraisal and review), levels of authority and 
due diligence requirements when businesses or assets are being acquired.
 A report on the Group’s cash flow and treasury position is received by the directors at every full Board meeting.
 In addition (to the extent required to form a statutory audit opinion) the Group’s financial systems are subject 
to annual review by the Group’s external auditors and reportable weaknesses, if any, identified during this 
annual review process are discussed with the Audit Committee.
Operational
 There is a clearly defined organisational structure which allows the Group’s objectives to be planned, 
executed, controlled and monitored. The Group is committed to employing suitably qualified staff so that the 
appropriate level of authority can be delegated with regard to accountability and acceptable levels of risk.
 The directors and senior management implement the control objectives of the Group through the adoption 
of defined checks and procedures. These include the review of financial and operational information, 
the setting up of appropriate authority levels, the segregation of incompatible duties and the defining of 
procedures for seeking and obtaining approval for major transactions and organisational changes.
 The management information systems provide the directors with relevant and timely reports, from which the 
directors can monitor the performance of the business. The executive directors have a significant involvement 
in the day to day management of the Group’s activities and accordingly, are able to monitor and control 
procedures at an operational level.
Compliance
 Effective health and safety and quality control procedures operate to meet or exceed the standards for 
approval set by external regulatory bodies. The systems are constantly being evolved and refined to reflect 
business advances, process changes, and quality issues.
 Litigation and claims by or against the Company are controlled by Senior Management, with the assistance 
of external counsel as required. The directors are kept informed and are able to stay abreast of events.
Corporate Governance (continued) 25
Risk management
 The Board has the primary responsibility for identifying the major business risks facing the Group and 
developing appropriate policies to manage those risks. These policies are used both by the directors and 
by senior management to determine the key control procedures for each area of risk identified by the Board 
and the degree of information required to safeguard the business and the assets used within it.
 It is accepted that risk is itself prevalent in any commercial enterprise and that it must be the objective of the 
Group’s management and staff to be prudent in the acceptance and control of risk incurring activity, rather 
than aiming to eliminate it entirely. Thus the reporting systems can only provide reasonable and not absolute 
assurance against damage or loss resulting from business activities.
 Through its day to day management disciplines, face to face meetings, regular written reports and 
monitoring systems, the Group evaluates and mitigates unnecessary risks.
 In addition, there are a number of areas of the Group’s business where it is necessary to take risks in 
order to strive for satisfactory profitability and returns to shareholders. The publication both of workshop 
manuals and books of special and general interest engenders commercial and publishing risk requiring 
close evaluation by editors and editorial committees with an in-depth knowledge of their subject and their 
markets.
 For the financial year ended 31 May 2012, the Board is satisfied that there was in place an ongoing 
process for identifying, evaluating, and managing the significant risks faced by the Group as a whole. 
This process is formally structured by means of a written report which is reviewed annually by the Board. 
In addition, through discussion with the heads of the various operating units, an update is provided to 
the Board by the Group Finance Director at the half year. Risks identified by this process are regularly 
reviewed by the Board and addressed jointly by the Group Chief Executive and directors drawing upon 
the skills of senior management as necessary. The Board monitors this process and is satisfied that, given 
the size of the Group, and the nature of its operations, this process is sufficient to meet its needs without 
unduly hampering entrepreneurial activity, and that (in accordance with the recommendation of the Audit 
Committee) a separate internal audit function is not required.
Going concern
 After making enquiries, the directors have a reasonable expectation that the Company and the Group have 
adequate resources to continue operations for the foreseeable future. For this reason, they continue to 
adopt the going concern basis in preparing the financial statements. In forming this view, the directors have 
reviewed the Group’s budgets, cash flow forecasts and capital expenditure requirements for the next twelve 
months. The Board also considers the impact of the financial risks upon the business, details of which are 
included in note 18 to the financial statements. 26
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Board Report on Remuneration
1 Best practice 
The Board Report on Remuneration (‘the Report’) aims to provide shareholders with information on the 
remuneration of the directors of Haynes Publishing Group P .L.C., and the criteria by which that remuneration 
has been determined during the year under review. The Report has been prepared in accordance with the 
requirements of The UK Corporate Governance Code 2010 (“the Code”), the Companies Acts and the 
applicable UK Listing Authority’s Listing Rules.
2 Constitution of the Remuneration and Nomination Committee 
The Committee comprises the Board’s sole independent Non-Executive Director, E Bell (Chairman of the 
Committee), JHC Haynes (Executive Chairman) and MEF Haynes (Non-Executive Director). Whilst JHC Haynes 
was not considered independent on his appointment as Group Chairman as required by D.2.1 of the Code, 
in considering the composition of the Committee, the Board gave full consideration to the other provisions of 
the Code and in particular, D.2 which states that Remuneration Committees should consult with the Chairman 
and/or the Group Chief Executive about their proposals relating to the remuneration of the other Executive 
Directors. Having considered the Committee’s terms of reference, the constitution of the Group Board and 
the frequency of meetings, the Board felt it practical to include the Executive Chairman as a member of the 
Committee. Any changes affecting the remuneration of JHC Haynes are discussed by the Committee without 
his participation. Whilst the Board recognises the recommendation under D.2.1 of the Code for Remuneration 
Committees of smaller companies to have two independent non-executive directors, the Board feels that the 
present composition of the Committee is appropriate to discharge its duties in the best interests of the Board 
and shareholders.
3 Policy on directors’ remuneration 
The Committee is responsible for determining the emoluments of the executive directors of the Group. The 
Committee frames its decisions to ensure that the Group’s executive directors are appropriately rewarded for their 
contributions to the Group, whilst reflecting their scale of responsibility and performance. Through monitoring 
the market place and the occasional use of external advisers, the Committee seeks to offer remuneration 
packages which not only reflect current market conditions but are also commensurate with attracting, retaining 
and motivating directors of quality to ensure the continued growth and success of the Group. During the year 
under review, the Committee did not use the services of external advisers. In determining the emoluments of 
the executive directors, the Committee feels it is impractical to also monitor in detail the remuneration of senior 
management below board level as required by D.2.2 of the Code. Accordingly, the remuneration packages of 
senior management below Board level are reviewed by the executive director responsible for the respective 
business areas in which the senior managers are employed.
It is the Committee’s policy to ensure that there is a strong link between the level of executive directors’ 
remuneration and the performance both of the Group and its individual trading companies. Thus each executive 
director can augment their basic salary through a performance related bonus/incentive arrangement. The 
Committee has considered the appointment of permanent external consultants; however given the combined 
experience resting in the Committee members and bearing in mind the considerable costs of appointing external 
consultants, the Board do not feel it is appropriate to use such external consultants at this time.  27
4 Directors’ remuneration
(i) Total emoluments
(a) The total emoluments of the directors of the Company were as follows:
   2012 2011
   £000 £000
Salaries and taxable benefits  1,054 1,021
Performance related bonuses  213 351
  1,267 1,372
Non-Executive Directors’ fees  61 65
Total emoluments  1,328 1,437
Pension contributions  384 398
   1,712 1,835
(b) The following categories comprise the principal elements of executive directors’ remuneration :
 Basic salaries and fixed benefits
 Annual bonuses
 Pensions
Each of these elements is viewed with equal importance by the Committee, so as to ensure that the 
remuneration packages reflect not only the short term but also the longer term goals of the Company and 
of the Group. Consequently, although contrary to Schedule A of the Code the Committee believes that, as 
the performance bonus is an integral part of the executive directors’ remuneration package and as it is and 
has been for many years, part of their employment contracts, it is proper for this amount to form part of the 
directors’ pensionable salary. Pensionable salary is defined under the UK pension scheme rules as the amount 
declared to the Inland Revenue on an individual’s P60.
Each element of remuneration payable to the executive directors is discussed in more detail below and 
tabulated later in this Report.
Non-executive directors receive a fee for their services and are entitled to the reimbursement of incidental 
expenses. 
(ii) Basic salary and benefits
Basic salaries for all executive directors are reviewed annually by the Committee. When undertaking their 
annual review, the Committee is mindful of the annual pay review process for employees and employment 
conditions elsewhere within the Group as well as the retail price index and similar indices of inflation. Whilst 
these are important factors in determining the appropriate level of pay for the executive directors, they are not 
the only factors that the Committee will consider when reaching its decision. 
The standard increase in executive directors’ base salaries during the financial year commencing 1 June 2011 
was 3%. In addition, each executive director is entitled to holiday leave in accordance with the Company’s 
policy for full time employees.
E Oakley, D Benhardus, J Yates-Round and A Kwarts are provided with a fully expensed car. JH Haynes is 
entitled to a fully expensed car in the US and to fuel expenses in the UK. JHC Haynes has opted to take an 
annual allowance in lieu of a company car and is entitled to receive fuel expenses.
The Company provides the directors with travel insurance and certain executive directors are also entitled to 
receive long-term disability insurance and health cover for the director and their immediate family. 28
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
(iii) Annual bonus
An annual bonus is paid to each director based on the performance of the overall Group or of a substantial 
component of the Group. The bonuses payable in respect of the financial year ended 31 May 2012 were as 
follows:
JHC Haynes was entitled to a bonus of 0.5% on the first £4.5 million of overall Group net profit and 1.5% 
thereafter.
E Oakley was entitled to the following proportion of overall Group net profit: 1.5% on the first £4.5 million, 2.5% 
between £4.5 million and £7.5 million, and 3.5% over £7.5 million. This arrangement was last subject to review 
on 1 December 2007 and will be reviewed again during the current financial year.
Additionally, E Oakley is entitled to a one time discretionary bonus at an amount to be decided by the 
Chairman in consultation with the Committee in the event that the Group disposes of one of the Group’s 
businesses at a gain entirely attributable to the performance of that business.
D Benhardus was entitled to 0.5% of overall Group net profit.
J Yates-Round was entitled to a bonus of 1% of the net profit of the UK and European businesses.
From 1 June 2011, A Kwarts is entitled to a bonus of 2% of the net profit of the Vivid Group.
JH Haynes was entitled to a bonus of 1% of the Group’s overall net profit.
For the purposes of the above, the ‘net profit’ of the Group is defined as being before tax and excluding profits 
of a capital nature and before deductions of bonuses payable to the executive directors. The net profit of the 
UK and European businesses is calculated on the same basis, and before the deduction of Group costs. The 
net profit of the Vivid Group is calculated as the consolidated profit before tax of Vivid Holding BV before the 
deduction of Haynes Group costs and before adjustments to comply with UK reporting requirements.
(iv) Share option scheme
The Company has approval to operate an executive share option scheme. No such options are in existence at 
the present time.
(v) Pension policy
Each of the executive directors has been and continues to be contractually entitled to final salary or money 
purchase related pension benefits as described below.
(a) Defined benefit schemes
The UK Scheme
JHC Haynes and J Yates-Round are members of the UK scheme.
The target pension for the directors is currently two-thirds of final pensionable salary at the age of 61 (from 
12 July 2011 the pensionable retirement age was increased from 60). Final pensionable salary is defined as 
an average of the best three consecutive annual pensionable salaries in the final 10 years of service. The 
director contributes 8% of his pensionable pay, as defined under the Scheme rules (from 12 July 2011 the 
members contribution rate was increased from 5%). Death in service benefits provide for a return of the 
individual’s contributions made to the scheme, a cash sum equal to 4 times pensionable salary and a widow 
or dependants pension equal to 50% of the target pension receivable at normal retirement age. For death 
occurring during retirement a widow’s pension equal to 50% of pension entitlement is payable.
Pensions increase annually during retirement by the lower of 2.5% or the percentage rise in the Retail Price 
Index (from 12 July 2011 the pension increase was reduced from 5%). With the approval of the Pension 
Scheme Trustees and the Employer, members may retire from the age of 55 on an actuarially reduced 
pension based on the shorter working life and after taking into account the cost of earlier payments.
Board Report on Remuneration (continued) 29
The US Plan
E Oakley, D Benhardus and JH Haynes are members of the US Plan. The US Plan provides for a pension 
that vests in yearly increments reaching a maximum of 50% of final pensionable salary on attaining 7 or 
more years service with the Company. The final pensionable salary is calculated in a consistent manner to 
the UK scheme.
The retirement age for the non-contributory US Plan is 65.
Death in service benefits provide for a widow or dependants pension equal to the actuarial equivalent of the 
accrued benefit at the date of death. For death occurring during retirement a widow’s pension equal to 50% 
of pension entitlement is payable. In both cases election may be made to receive a cash lump sum, or by 
instalments, the amounted vested (actuarial accrued benefit).
Pensions do not increase during retirement.
There are no provisions for early retirement under the US Plan rules but the vested actuarial accrued benefit 
may be taken in instalments, as a lump sum or left in the Plan until age 70 when, by law, they must be 
taken.
(b) Defined contribution (‘Money Purchase’) arrangements
A Kwarts is a member of the Vivid Holding BV pension scheme which is governed by the employment laws 
in the Netherlands. Under the regulated scheme the employee contributes 5.0% of gross salary (including 
holiday pay) and the employer contributes 2.2%.
In the US, members whose benefits are capped by legislation participate in additional money purchase 
arrangements. A scheme has been set up based on the difference between the Company’s actual 
contributions to the defined benefit scheme and those contributions which would have been paid without 
the legislative cap. The pensionable cap in the US is $245,000 (£153,836). During the year, the Company 
made contributions under this arrangement in relation to E Oakley amounting to $381,130 (£239,313) and 
in relation to D Benhardus amounting to $180,328 (£113,229). As both E Oakley and D Benhardus reached 
the age of 65 during the year, they stopped accruing benefits under the US Plan. The contributions the 
Company would have been making to the US Plan on their behalf are now paid to their money purchase 
arrangements and in total, the contributions are no more than would have been paid in aggregate to the 
two Schemes had both directors still been accruing benefits under the US Plan.
Additionally, in the US there is an employer savings plan (401K pension plan) available to all employees. 
Under the plan the Company contributes 1.6% of salary as well as matching one third of employees’ 
deferrals up to a maximum of 6% of salary. During the year, the contributions for E Oakley amounted to 
$9,207 (£5,781) and for D Benhardus $8,950 (£5,620). In the UK, there is an additional AVC facility for 
members of the UK Scheme. 30
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
5 Performance graph
The following graph compares the total return on the Company’s shares with that of the ‘FTSE Small Cap’ index  and 
the FTSE Media & Photography index over the last 5 years. This index was chosen following discussion with the 
Group’s auditors, as being the indexes most representative of the performance of the shares of generally comparable 
companies.
6 Service contracts
The Committee is mindful of the unique characteristics of the Company; its vertical integration as both publisher and 
printer, its product range, its geographical spread, and its shareholder base. The Company’s competitive position must 
be of paramount concern. The service contracts for executive directors in the UK and Europe include a notice period of 
12 months or less upon termination. 
Directors who are US based are employed “at will” and there is no notice provision. However to ensure reasonable parity 
with the UK based directors a “notional” notice period applies to the calculation of their entitlements upon termination. 
If the Company terminates without notice or at short notice, the individual is entitled to the contractual entitlements and 
benefits which would have accrued within the notice period. With the Company’s consent these may be “rolled up” into 
a single payment at the point of termination.
In the event of termination for cause, the bonus element of remuneration is either not payable or payable only at the 
discretion of the Company.
Director Date of contract Notice period
JHC Haynes 15 February 2002 12 months
E Oakley 30 May 2002 None (24 months notional)
D Benhardus 31 May 2002 None (12 months notional)
J Yates-Round 2 September 2010 12 months
A Kwarts 12 October 2010 3 months
JH Haynes (UK) 29 November 1979 12 months
JH Haynes (US) 29 November 1979 6 months
 
5 years from June 2007 to May 2012
Board Report on Remuneration (continued) 31
The Group Chief Executive’s service contract was renegotiated upon his appointment to the role on 1 June 
2002 with a notional 24 month notice period. The Committee is aware of the advice provided in the Code 
at D.1.5 concerning the length of notice periods, and in agreement with it, thus all but one of the directors 
have notice periods no longer than 12 months. In the exceptional case of the Group Chief Executive, who is 
resident in the US, the Committee is mindful of the custom and practice in both the UK and US at the time 
the commitment was made and does not feel it is presently in the interests of the Company or shareholders to 
negotiate an amendment to his contract.
The directors’ service contracts are not of a fixed term, but will continue until terminated by either party.
Non-executive directors do not hold service contracts and are appointed at the will of the board usually for a 
fixed period of two years. 
Section 4(i)(a) and 4(v)(b) along with the following disclosures (up to and including page 32) on directors’ 
remuneration have been audited as required by the Companies Act 2006.
7 Directors’ remuneration for year ending 31 May 2012
The emoluments of the individual directors were as follows:
 Salary Performance  Total 2011
 and Fees Bonus Benefits 
[1] 
Emoluments Total
 £000 £000 £000 £000 £000
Executive
JHC Haynes 125 29 7 161 196
E Oakley
 [2/4] 
314 78 39 431 506
D Benhardus 
[4] 
187 25 22 234 241
J Yates-Round 102 20 18 140 145
A Kwarts 
[3] 
117 12 7 136 90
JH Haynes 106 49 10 165 194
 951 213 103 1,267 1,372
Non-Executive
E Bell 38 - - 38 37
MEF Haynes 23 - - 23 22
A Garner
[5] 
- - - - 6
 61 - - 61 65
Total 1,012 213 103 1,328 1,437
[1]
 The benefits principally relate to the provision of company cars, fuel and healthcare.
[2]
 E Oakley waived $7,840 (£4,923) of his bonus received in respect of the year ending 
31 May 2011. A profit share contribution of $7,840 was then made by the Company into 
Mr E Oakley’s ‘401K’ pension plan in the US.
[3]
 A Kwarts is paid in Euros.
[4]
 E Oakley and D Benhardus are paid in US Dollars.
[5]
 A Garner retired as a director in September 2010. 32
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
8 Directors’ accrued pension entitlements
        Transfer  
        value of the   
        increase/   (Decrease)/ 
        (decrease) in   increase
       Increase in  accrued benefit Transfer Transfer in transfer
       accrued (excluding  value value value
     Directors’ Accrued benefit inflation) less of accrued  of accrued excluding
  Normal  Years of contributions benefit excluding Directors’ benefits benefits Directors’
  pensionable  pensionable 2012 2012 inflation contributions 2012 2011 contributions
 [Note] Age Age service £000 £000 £000 £000 £000 £000 £000
JHC Haynes  UK 61 45 10 10 43 12 170 632 384 238
E Oakley  US,MP 65 65 30 - 86 8 78 1,005 867 138
D Benhardus  US,MP 65 65 24 - 86 8 78 1,005 867 138
J Yates-Round  UK 61 51 12 8 36 5 67 604 380 216
JH Haynes  US 65 74 30 - 36 - (7) 330 315 15
US  Member of the US Plan
  All current year amounts for the US plan have been converted to Sterling at the closing rate for the  financial year. The prior  
 year transfer values of accrued benefits have been stated at the exchange rate  ruling at 31 May 2011. The amounts in  
 US Dollars were as follows:
   2012 2011
   $000 $000
 JH Haynes  508 519
 E Oakley  1,547 1,427
 D Benhardus  1,547 1,427
UK Member of the UK Scheme.
MP  Also participates in a defined contribution (‘Money Purchase’) arrangement (see above).
The accrued benefit shown is that which would be paid annually on retirement age based on service to the end of the year.
From 1 October 2008, UK Government legislation requires the Trustees to take responsibility for setting the assumptions 
which underlies the calculation of voluntary transfers to be paid from the Plan, having first taken advice from the scheme 
actuary. Prior to this date the responsibility for setting the assumptions lay with the scheme actuary. Accordingly, the transfer 
values of the UK accrued pensions at the year-end have been calculated in accordance with this requirement.
Details of the Committee’s policy on pensions and the pension arrangements themselves are provided earlier in this Report.
On behalf of the Board.
James Bunkum
Group Company Secretary
12 September 2012
Board Report on Remuneration (continued) 33
The directors are responsible for preparing the annual report and the financial statements in accordance with 
applicable law and regulations. 
The directors are required by company law to prepare financial statements for each financial year. Under that 
law the directors are required to prepare financial statements for the Group in accordance with International 
Financial Reporting Standards (IFRSs) as adopted by the European Union. The directors have chosen to 
prepare financial statements for the Company in accordance with UK Generally Accepted Accounting Practice. 
Under company law the directors must not approve the financial statements unless they are satisfied that they 
give a true and fair view of the state of affairs of the Group and Company and of the profit or loss for the Group 
for that period.
In preparing the Group and Company financial statements, the directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and estimates that are reasonable and prudent;
 for the Group financial statements, state whether they have been prepared in accordance with IFRS 
as adopted by the EU, subject to any material departures disclosed and explained in the financial 
statements;
 for the Company financial statements, state whether applicable UK Accounting Standards have been 
followed, subject to any material departures disclosed and explained in the financial statements; and
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 
Group and Company will continue in business.
 prepare a directors’ report and a directors’ remuneration report which comply with the requirements of 
the Companies Act 2006.
The directors are responsible for keeping adequate accounting records that are sufficient to show and 
explain the Company’s transactions, disclose with reasonable accuracy at any time the financial position of 
the Company, and enable them to ensure that the financial statements comply with the requirements of the 
Companies Act 2006, and as regards the Group financial statements, Article 4 of the IAS Regulation. They are 
also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and financial statements are made available on a 
website. Financial statements are published on the Group’s UK website in accordance with legislation in the 
United Kingdom governing the preparation and dissemination of financial statements, which may vary from 
legislation in other jurisdictions. The maintenance and integrity of the Group’s UK website is the responsibility 
of the directors. The directors’ responsibility also extends to the ongoing integrity of the financial statements 
contained therein.
Directors’ responsibility statement pursuant to DTR4
The directors confirm to the best of their knowledge:
 The Group financial statements have been prepared in accordance with International Financial Reporting 
Standards as adopted by the European Union (IFRSs) and Article 4 of the IAS Regulation and give a true 
and fair view of the assets, liabilities, financial position and profit and loss of the Group.
 The annual report includes a fair review of the development and performance of the business and the 
financial position of the Group and the Parent Company, together with a description of the principal risks 
and uncertainties that they face.
Statement of Directors’ 
Responsibilities 34
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Independent Auditor’s Report 
to the members of Haynes 
Publishing Group P.L.C.
We have audited the financial statements of Haynes Publishing Group P .L.C. for the year ended 31 May 2012 
which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, 
the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash 
Flow Statement, the related notes to the Consolidated Financial Statements, the Company Balance Sheet 
and the Parent Company reconciliation of movement in shareholders’ funds. The financial reporting framework 
that has been applied in the preparation of the Group financial statements is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework 
that has been applied in preparation of the Parent Company financial statements is applicable law and United 
Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s 
members those matters we are required to state to them in an auditor’s report and for no other purpose. 
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we 
have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for 
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our 
responsibility is to audit the financial statements in accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) 
Ethical Standards for Auditors. 
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at  
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion: 
 affairs as at 31 May 2012 and of the Group’s profit for the year then ended;
 European Union;
 Kingdom Generally Accepted Accounting Practice; and
 2006; and, as regards the Group financial statements, Article 4 of the IAS Regulation. 35
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
 with the Companies Act 2006; and
 prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to 
report to you if, in our opinion:
 audit have not been received from branches not visited by us; or
 are not in agreement with the accounting records and returns; or
 Under the Listing Rules we are required to review:
 provisions of the UK Corporate Governance Code specified for our review; and 
 
Paul Anthony  (Senior Statutory Auditor)
For and on behalf of BDO LLP , Statutory Auditor 
Southampton 
United Kingdom 
12 September 2012
BDO LLP is a limited liability partnership registered in England and Wales (with registered number 0C305127) 36
Restated
1
2012 2011
Continuing operations £000 £000
Note 2 Revenue 29,814 32,743 
Cost of sales (11,964) (11,937)
Gross proﬁt 17,850 20,806 
Other operating income 72 214 
Distribution costs (7,073) (7,007)
Administrative expenses (5,756) (6,326)
Note 4 Operating proﬁt 5,093 7,687 
Note 6 Finance income 1,405 1,283 
Note 7 Finance costs (1,786) (1,793)
Proﬁt before taxation from continuing operations 4,712 7,177 
Note 8 Taxation (1,487) (2,175)
Proﬁt for the period from continuing operations 3,225 5,002 
Attributable to : 
Equity holders of the Company 3,211 4,995 
Non-controlling interests 14 7 
3,225 5,002 
Note 9 Earnings per 20p share Pence Pence
Earnings per share from continuing operations
            – Basic 20.0 30.5
            – Diluted 20.0 30.5
1
 See Note 1 Restatement of prior years 
Consolidated Income Statement
Year ended 31 May 2012
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Financial Statements 37
Consolidated Statement of Comprehensive Income
Year ended 31 May 2012
Restated
1
2012 2011
£000 £000
Proﬁt for the period 3,225 5,002
Other comprehensive income
Exchange differences on translation of foreign operations 725 (2,325) 
Actuarial gains/(losses) on retirement beneﬁt obligation
- UK Scheme (888) 3,032
- US Scheme 934 210 
Deferred tax on retirement beneﬁt obligation
- UK Scheme 213 (788) 
- US Scheme (373) (84)
Deferred tax arising on change in UK corporation tax rate (181) (234)
Other comprehensive income recognised directly in equity 430 (189)
Total comprehensive income for the ﬁnancial period 3,655 4,813 
Attributable to :
Equity holders of the Company 3,641 4,806
Non-controlling interests 14 7 
3,655 4,813 
1
 See Note 1 Restatement of prior years  38
Restated
1
2012 2011
£000 £000
Non-current assets
Note 11 Property, plant and equipment 9,877 9,850 
Note 12 Intangible assets 17,250 17,022 
Note 17 Deferred tax assets 4,316 4,685 
Total non-current assets 31,443 31,557 
Current assets
Note 13 Inventories 13,376 13,255 
Note 14 Trade and other receivables 8,759 10,319 
Note 15 Cash and cash equivalents 4,775 5,383 
Total current assets 26,910 28,957
Total assets 58,353 60,514 
Current liabilities
Note 16 Trade and other payables (4,278) (4,465)
Current tax liabilities (327) (704)
Total current liabilities (4,605) (5,169)
Non-current liabilities
Note 17 Deferred tax liabilities (3,988) (3,849)
Note 19 Retirement beneﬁt obligation (9,980) (10,434)
Total non-current liabilities (13,968) (14,283)
Total liabilities (18,573) (19,452)
Net assets
39,780 41,062 
Equity
Note 20 Share capital 3,270 3,270 
Share premium 638 638 
Treasury shares (2,447) -
Retained earnings 33,794 33,368 
Foreign currency translation reserve 4,496 3,771 
Capital and reserves attributable to equity shareholders 39,751 41,047 
Equity attributable to non-controlling interests 29 15 
Total equity 39,780 41,062 
1
 See Note 1 Restatement of prior years 
  
The financial statements were approved by the board of directors and authorised for issue on  
12 September 2012 and were signed on its behalf by:
 
 JHC Haynes                                         E Oakley
 Director                                                   Director
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Consolidated Balance Sheet
At 31 May 2012
Financial Statements 39
Share
capital
Share
premium
Treasury 
shares
Foreign
currency
translation
reserve
Retained
earnings Sub-total
Non-
controlling
interests Total
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 June 2010 3,270  638  - 6,096 28,448  38,452  8  38,460 
Prior year adjustment - - - - 324 324 - 324
Balance at 1 June 2010 restated
1
3,270 638 - 6,096 28,772 38,776 8 38,784
Proﬁt for the period -    -    - -   4,995 4,995 7 5,002
Other comprehensive income:
Currency translation adjustments -    -    - (2,325)  -    (2,325)  -    (2,325) 
Actuarial gains on deﬁned beneﬁt  
plans (net of tax) -    -    - -   2,136 2,136 -    2,136
Total other comprehensive income 
restated
1
- - - (2,325) 2,136 (189) - (189)
Total comprehensive income 
restated
1
- - - (2,325) 7,131 4,806 7 4,813
Dividends (note 10) -    -    - -    (2,535) (2,535) -    (2,535)
Balance at 31 May 2011 
restated
1
 3,270  638  - 3,771 33,368 41,047 15 41,062
Proﬁt for the period - - - - 3,211 3,211 14 3,225
Other comprehensive income:
Currency translation adjustments - - - 725 - 725 - 725
Actuarial losses on deﬁned beneﬁt  
plans (net of tax) - - - - (295) (295) - (295)
Total other comprehensive income - - - 725 (295) 430 - 430
Total comprehensive income - - - 725 2,916 3,641 14 3,655
Dividends (note 10) - - - - (2,490) (2,490) - (2,490)
Purchase of shares for treasury - - (2,447) - - (2,447) - (2,447)
Balance at 31 May 2012 3,270 638 (2,447) 4,496 33,794 39,751 29 39,780
1
 See Note 1 Restatement of prior years 
Consolidated Statement of Changes in Equity
Year ended 31 May 2012 40
Restated
1
2012 2011
Cash ﬂows from operating activities - continuing £000 £000
Proﬁt after tax 3,225 5,002 
Adjusted for :
Income tax expense 1,487 2,175 
Interest payable and similar charges 1 1 
Interest receivable (23) (16)
Interest charges on pension liabilities less expected return on pension 
assets
403 525
Operating proﬁt 5,093 7,687 
Depreciation on property, plant and equipment 962 976 
Amortisation of intangible assets 1,599 1,215 
IAS 19 pensions current service cost net of contributions paid (867) (621)
Gain on disposal of property, plant and equipment (26) (5)
6,761 9,252 
Changes in working capital :
Decrease/(Increase) in inventories 310 (839) 
Decrease/(Increase) in receivables 1,814 (351) 
(Decrease)/Increase in payables (208) 315
Net cash generated from operations 8,677 8,377 
Tax paid (1,545) (1,447)
Net cash generated by operating activities 7,132 6,930 
Investing activities
Disposal proceeds on property, plant and equipment 29 31 
Purchases of property, plant and equipment (731) (578)
Expenditure on development costs (2,198) (2,134)
Interest received 23 16 
Net cash used in investing activities (2,877) (2,665)
Financing activities
Dividends paid (2,490) (2,535)
Purchase of treasury shares (2,447) -
Interest paid (1) (1)
Net cash used in ﬁnancing activities (4,938) (2,536)
Note 22 Net increase in cash and cash equivalents (683) 1,729 
Cash and cash equivalents at beginning of year 5,383 3,842 
Effect of foreign exchange rate changes 75 (188) 
Note 22
Cash and cash equivalents at end of year 4,775 5,383 
1
 See Note 1 Restatement of prior years 
Consolidated Cash Flow Statement
Year ended 31 May 2012
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Financial Statements 41
1 Principal accounting policies
  Haynes Publishing Group P .L.C. (the “Company”) is a company domiciled in the United Kingdom. The 
address of the registered ofﬁce is given on page 13. The Consolidated Financial Statements of the 
Company for the year ended 31 May 2012 comprise the Company and its subsidiaries (together referred 
to as the “Group”). The accounting policies contained below and the disclosures in notes 2 to 25 all 
relate to the Group’s ﬁnancial statements. The Company has elected to prepare its Parent Company 
ﬁnancial statements in accordance with UK GAAP . The Parent Company Balance Sheet can be found 
on page 76 and the applicable accounting policies of the Parent Company are contained in notes 26 to 
38. 
 
 Basis of preparation
  The Group ﬁnancial statements have been prepared and approved by the directors in accordance 
with International Financial Reporting Standards (IFRS’s) as adopted by the European Union and the 
Companies Act 2006 applicable to companies reporting under IFRS. 
  The Group ﬁnancial statements have been prepared on the historical cost basis except for the treatment 
of certain ﬁnancial instruments and are presented in sterling, with all values rounded to the nearest 
thousand pounds (£000) except as indicated otherwise.
 (a) New standards, amendments to standards or interpretations effective in 2011/12
  During the Group’s ﬁnancial year beginning 1 June 2011 the following new standards, amendments to 
standards and interpretations became effective for the ﬁrst time.  
  IAS 24 (revised): ‘Related Party Disclosures’, has simpliﬁed the deﬁnition of a Related Party and removed 
inconsistencies in the standard.
  IFRIC 14 (amendment): ‘The Limit on a Deﬁned Beneﬁt Asset, Minimum Funding Requirements and their 
Interaction’, applies when an entity is subject to minimum funding requirements and makes an early 
payment of contributions to cover those requirements. The amendment permits such an entity to treat 
the beneﬁt of such an early payment as an asset. 
  IFRIC 19: ‘Extinguishing Financial Liabilities with Equity Instruments’, states that if a debtor issues equity 
instruments to a creditor to extinguish all or part of a ﬁnancial liability, those equity instruments are 
‘consideration paid’ in accordance with IAS 39. Accordingly, the debtor should derecognise the ﬁnancial 
liability fully or partly.
  In addition to the above, improvements to International Reporting Standards 2010 was issued in May 
2010. This was a collection of amendments to six standards and one interpretation including; IFRS 1 
‘First-time adoption of International Financial Reporting Standards’, IFRS 3 ‘Business Combinations’, 
IFRS 7 ‘Financial Instruments’, IAS 1 ‘Presentation of Financial Statements, IAS 27 ‘Consolidated and 
Separate Financial Statements’, IAS 34 ‘ Interim Financial Reporting’ and IFRIC 13 ‘Customer Loyalty 
Programmes’. 
  The above amendments were either not relevant or did not have a material impact on the Group during 
the year.
    
 (b) New standards, amendments to standards or interpretations not yet applied
  The International Accounting Standards Board (IASB) and International Financial Reporting Interpretations 
Committee (IFRIC) have issued the following standards, amendments and interpretations, summarised in 
the table overleaf, with an effective date falling after the date of these ﬁnancial statements.
Notes to the Consolidated Financial Statements
Year ended 31 May 2012 42
1 Principal accounting policies (continued)
 
 International Accounting Standards (IAS/IFRS) Effective date 
       for periods commencing
 IAS 12 (amendment): Income taxes on deferred tax 1 January 2012
 IAS 19 (amendment): Employee beneﬁts 1 January 2013
 IFRS 10:       Consolidated ﬁnancial statements 1 January 2013
 IFRS 11:       Joint arrangements 1 January 2013
 IFRS 12:   Disclosure of interests in other entities 1 January 2013
 IFRS 13:       Fair value measurement 1 January 2013
 IAS 27 (revised):  Separate ﬁnancial statements 1 January 2013
 IAS 28 (revised):   Investments in associates and joint ventures 1 January 2013
 IAS 32 (amendment): Financial Instruments: Presentation 1 January 2014
 IFRS 9:  Financial Instruments 1 January 2015
  The above standards, amendments to standards and interpretations will be adopted in accordance with their 
effective dates and have not been adopted in these ﬁnancial statements. The directors do not anticipate that the 
adoption of the above standards and interpretations will have a material impact on the ﬁnancial statements of the 
Group in the period of initial application.
 
 Basis of consolidation
  The Consolidated Financial Statements incorporate the ﬁnancial statements of the Company and entities 
controlled by the Company made up to the reporting date. Control is achieved where the Company has the 
power to govern the ﬁnancial and operating policies of an investee entity so as to obtain beneﬁts from its 
activities. 
 
  On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at 
the date of acquisition. Any excess of the fair value of consideration over the fair values of the identiﬁable net 
assets acquired is recognised as goodwill. Any deﬁciency of the fair value of consideration below the fair values of 
the identiﬁable net assets acquired (i.e. discount on acquisition) is credited to the Consolidated Income Statement 
at the date of acquisition. 
 
  The results of subsidiary undertakings acquired or disposed of in the year are included in the Consolidated 
Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. 
Where necessary, adjustments are made to the ﬁnancial statements of subsidiaries to bring the accounting 
policies used into line with those used by the Group. 
  Non-controlling interests represent the portion of proﬁt or loss and net assets in subsidiaries that is not held 
by the Group and is presented within equity in the Consolidated Balance Sheet, separately from the Company 
shareholders equity.
 All intra-group transactions, balances, income and expenses are eliminated on consolidation.
 Restatement of prior years
  In the US, the Group provides a supplemental executive retirement plan (SERP) to compensate certain execu-
tives for contributions that would have been made under the qualiﬁed deﬁned beneﬁt plan if not for limitations 
imposed by the Internal Revenue Code on the deﬁned beneﬁt scheme. Prior to 31 May 2012, no deferred tax 
asset was recognised on the contributions made into the scheme which are disallowed for corporation tax 
relief in the computations notwithstanding that, upon death, retirement or termination of the employment of the 
executives, the US subsidiary will be entitled to tax relief based on the cash surrender value of the policies pro-
vided to the executive. Accordingly, at each ﬁnancial year end a deferred tax asset in relation to the tax recov-
ery that will beneﬁt the US subsidiary in future periods should have been recognised so an appropriate  
 amount has now been recognised in the current year’s ﬁgures and a retrospective adjustment has been applied 
to prior years.  
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Notes to the Consolidated Financial Statements
Year ended 31 May 2012 43
1 Principal accounting policies (continued)
 The impact of the restatement on the 31 May 2011 ﬁgures is shown below :
 Comprehensive Income by £47,000
  The impact on the Group’s Balance Sheet at 31 May 2010 has been to increase retained earnings 
by £324,000, increase the deferred tax asset by £324,000 and increase the Group’s net assets by 
£324,000. As the adjustment to the 2010 Balance Sheet is not signiﬁcant in a Group context a separate 
Balance Sheet for 2010 has not been included in these statements.
  The impact on both the Group’s basic and diluted earnings per share for the year ended 31 May 2011 is 
an increase from 29.0 pence to 30.5 pence. 
 Intangible assets and goodwill
  All business combinations are accounted for by applying the purchase method. Goodwill arising on 
consolidation represents the excess of the fair value of consideration over the Group’s interest in the fair 
value of the identiﬁable assets and liabilities of a subsidiary, associate or jointly controlled entity at the 
date of acquisition and is included in the balance sheet under the  heading of intangible assets.
  For acquisitions made prior to 1 June 2004, goodwill is recorded on the basis of its deemed cost which 
represented its carrying value at 1 June 2004 under UK GAAP .
   The goodwill is allocated to cash generating units and reviewed for impairment at least annually. On 
disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is 
included in the determination of the proﬁt and loss on disposal.  
  Where applicable adjustments are made to bring the accounting policies of an acquired  business into 
alignment with those of the Group. Any costs associated with reorganising or restructuring the business 
are charged directly to the Consolidated Income Statement. If at the balance sheet date the fair value of 
the acquiree’s identiﬁable assets, liabilities and  contingent liabilities can only be established provisionally 
these values are used. Any adjustments to these values made within 12 months of the acquisition date 
are taken as adjustments to goodwill.
  Intangible assets acquired separately are measured on initial recognition at cost. An intangible resource 
acquired in a business combination is only recognised as an intangible asset if it is separable from the 
acquired business or arises from contractual or legal rights, is expected to generate future economic 
beneﬁts and its fair value can be measured reliably. An intangible asset with a ﬁnite life is amortised on a 
straight line basis so as to charge its cost which, in respect of an acquired intangible asset, represents 
its fair value at the acquisition date, to the Consolidated Income Statement over its expected useful life. 
An intangible asset with an indeﬁnite or indeterminate life is not amortised but is tested at least annually 
for impairment and carried at costs less any recognised impairment losses.
  Computer software that is not integral to an item of property, plant and equipment is recognised separately 
as an intangible asset. Amortisation is provided on a straight line basis so as to charge the cost of the 
software to the Consolidated Income Statement over its expected useful life within the business.
 The estimated useful lives of assets are as follows: 
 Trademarks, domain names, copyright, know-how  Indeterminate life
 Goodwill    Indefinite life
 Development costs   5 years  44
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
1 Principal accounting policies (continued)
 Research and development costs
 All research expenditure is charged to the income statement in the period in which it is incurred. 
  
  Development expenditure is charged to the income statement in the period in which it is incurred unless it 
relates to either the development of a new product or an enhancement to an  existing product where the 
commercial viability of the product can be proven, the costs can be separately identiﬁed and measured 
reliably, the development is expected to bring future economic beneﬁt to the Group and the Group has 
sufﬁcient resources and intends to complete  the development and to use or sell the asset. Any such 
capitalised development expenditure is amortised on a straight line basis so that it is expensed to the 
income statement over the expected life of the product.
  
 Revenue recognition
  Revenue is measured at the fair value of the consideration received or receivable for goods or services 
provided in the normal course of business, net of discounts and sales related taxes. The following speciﬁc 
recognition criteria also apply :
  Revenue from the sale of printed product is recognised when the goods are despatched and the signiﬁcant 
risks and rewards of ownership are passed to the customer and can be reliably measured.
  Revenue from the sale of digital data through subscriptions and software licenses is recognised on a 
straight line basis over the period of the subscription or license or if non-refundable, once the license has 
been delivered. In both cases revenue is only recognised once the substantial obligations of the vendor 
have been fulﬁlled.
  Revenue from the sale of publishing rights and brand licensing arrangements is recognised once the 
content has been delivered and the substantial obligations of the vendor have been fulﬁlled.
   
 Foreign currencies
  Transactions in foreign currencies are translated to sterling at the rate ruling on the date of the transaction. 
Exchange differences arising from the movement in rates between the date of transaction and the date of 
settlement are taken to the Consolidated Income Statement as they arise.
   
  Assets (including goodwill) and liabilities of overseas subsidiaries are translated to sterling at the rate ruling 
on the balance sheet date. The results of that subsidiary are translated at an average rate of exchange for 
the year.
 
  Exchange gains or losses arising on the translation of the opening net assets of an overseas subsidiary, 
together with exchange differences arising on the use of the average rate of exchange, are taken to 
reserves.
 
  The foreign exchange rates used in the ﬁnancial statements to consolidate the overseas subsidiaries are as 
follows (local currency equivalent to £1):
Year-end rate Average rate
2012 2011 2012 2011
US dollar 1.54 1.65 1.59 1.59
Euro 1.24 1.15 1.18 1.17
Swedish krona 11.19 10.18 10.59 10.65
Australian dollar 1.59 1.54 1.53 1.62
Notes to the Consolidated Financial Statements
Year ended 31 May 2012 45
1 Principal accounting policies (continued)
 Treasury shares
  Shares in Haynes Publishing Group P .L.C. held by the Company are classiﬁed as part of shareholders 
equity as treasury shares and are recognised at cost. The consideration received for the sale of shares 
held in treasury is also recognised in equity, with any difference between the proceeds from the sale of 
the shares and their original cost being taken directly to revenue reserves. No gain or loss is recognised 
in the Consolidated Statement of Comprehensive Income on the purchase, sale or cancellation of the 
treasury shares.
 Impairment of non-current assets
  All non-current assets are tested for impairment whenever events or circumstances indicate that 
their carrying value might be impaired. In addition, intangible assets and goodwill with an indeﬁnite or 
indeterminable life are subject to at least an annual impairment test.
 
  An impairment loss is recognised to the extent that an asset’s carrying value exceeds its recoverable 
amount, which will represent the higher of the asset’s fair value less costs to sell and its value in use. 
An asset’s value in use represents the present value of the future cash ﬂows expected to be derived 
from the asset. Where it is not possible to estimate the recoverable amount of an individual asset, an 
impairment review is undertaken in relation to the cash generating unit to which the asset belongs. The 
recoverable amount of  goodwill is determined by reference to the discounted future cash ﬂows of the 
cash generating unit to which it is allocated.
  Impairment losses recognised in previous periods for an asset other than goodwill are reversed if there 
has been a change in estimates used to assess the asset’s recoverable amount. The carrying amount of 
an asset shall not be increased above the amount that would have been determined had no loss been 
recognised in prior periods. Impairment losses recognised in relation to goodwill are not reversed.
 Impairment losses when recognised are passed through the Consolidated Income Statement.
 Property, plant and equipment
  Property, plant and equipment assets are held in the Consolidated Balance Sheet at cost (cost 
comprising the acquisition cost of the assets along with any other attributable costs at the date of 
acquisition).
  Depreciation is provided to write off the cost of property, plant and equipment less any estimated current 
residual values, by equal instalments over their estimated useful lives. Residual values are based on 
commercial and industry experience and where appropriate using  the services of professional surveyors. 
 
  While the estimated useful life of an asset is determined on acquisition, using best estimates, both 
residual values and estimated useful lives are monitored on an annual basis. Where the estimated 
current residual value is in excess of the net book value of the asset concerned, no depreciation is 
charged during the period.    
 
 The estimated useful lives of assets are as follows:
 Freehold land    Nil
 Freehold buildings   40 years
 Leasehold property   The period of the lease
 Plant and equipment   3 years to 20 years
 
 The gain or loss arising on the disposal or retirement of an asset is determined as the difference 
 between the sales proceeds and the carrying amount of the asset and is recognised in the 
 Consolidated Income Statement. 46
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
1 Principal accounting policies (continued) 
 Inventories 
  Stock and work in progress are valued at the lower of cost and net realisable value. Cost comprises direct 
materials, other direct costs and labour together with an appropriate  proportion of overheads. 
 
  The cost of editorially originating a new title (i.e. the costs of writing, photographing and editing a title) are 
expensed to the Consolidated Income Statement to match against the corresponding revenue from such titles 
over a period not exceeding 5 years. Provision is made against slow moving and obsolete stock to ensure the 
value at which stock is held in the balance sheet is reﬂective of anticipated future sales patterns. The period 
before a provision is made varies between product categories but for general publishing related titles does not 
exceed 2 years and for technical motoring titles does not exceed 5 years.
 
 Leases 
  Where a Group Company enters into a lease which entails taking substantially all the risks and rewards of 
ownership of an asset, the lease is treated as a “ﬁnance lease”. The asset is recorded in the balance sheet 
as property, plant and equipment and is depreciated over its estimated useful life or the term of the lease, 
whichever is shorter. Future instalments under such leases, net of ﬁnance charges, are included within 
creditors. Rentals payable are apportioned between the ﬁnance element, which is charged to the Consolidated 
Income Statement and the capital element which reduces the outstanding obligation for future instalments.
  All other leases are accounted for as “operating leases” and the rental costs are charged to the Consolidated 
Income Statement on a straight line basis over the life of the lease. 
 
 Taxation  
  The tax expense represents the aggregate of the tax currently payable and deferred tax. The tax currently 
payable is based on taxable proﬁt for the period. Taxable proﬁt differs from net proﬁt as reported in the 
income statement as it excludes items of income or expense that are taxable or deductible in other years 
and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is 
calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
  Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts 
of assets and liabilities in the ﬁnancial statements and the corresponding tax bases used in the computation 
of taxable proﬁt, and is accounted for using the balance sheet liability method. Deferred tax assets are 
generally recognised to the extent that it is probable that taxable proﬁts will be available against which 
deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed 
at each balance sheet date and reduced to the extent that it is no longer probable that sufﬁcient taxable 
proﬁts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax 
rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax 
is charged or credited in the Consolidated Income Statement, except when it relates to items charged or 
credited directly to equity, in which case the deferred tax is also dealt with in equity.
  
 Pension and other post retirement beneﬁts  
  Payments to deﬁned contribution retirement beneﬁt schemes are charged as an expense as they fall due. 
For deﬁned beneﬁt retirement schemes, the cost of providing beneﬁts is determined using the projected unit 
credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and 
losses are recognised in full in the period in which they occur. They are recognised outside the Consolidated 
Income Statement and presented in the Consolidated Statement of Comprehensive Income. Past service 
costs are recognised immediately to the extent that the beneﬁts are already vested, and otherwise are 
amortised on a straight-line basis over the average period until the beneﬁts become vested.
  The retirement beneﬁt obligation recognised in the balance sheet represents the present value of the deﬁned 
beneﬁt obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of 
scheme assets. 47
1 Principal accounting policies (continued)
 
 Dividends payable
  The liability for ﬁnal dividends is recorded when the dividends are approved by the Company’s 
shareholders. For interim dividends, the liability is recorded when the dividends are paid.
 Financial instruments
  Financial assets and ﬁnancial liabilities are recognised on the Group’s balance sheet when the Group 
becomes a party to the contractual provisions of the instrument. Financial assets which include 
trade receivables and cash and cash equivalents are treated as loans and receivables and carried at 
amortised cost.
 
 Trade and other receivables
  Trade receivables are recorded at original invoice amount less an allowance for estimated irrecoverable 
amounts. 
 
  A provision for impairment of trade receivables is established when there is objective evidence that the 
Group will not be able to collect all amounts due according to the original terms of the receivables. The 
amount of the provision is recognised in the Consolidated Balance Sheet and the cost of irrecoverable 
trade receivables is recognised in the Consolidated Income Statement immediately.
  Customer allowances, which are earned by customers on reaching targeted levels of sales are netted 
against trade receivables on the Consolidated Balance Sheet.
  Where an advance is paid to an author, ahead of a title’s publication, the advance is held as an asset 
on the Consolidated Balance Sheet and is classiﬁed within other debtors. Once the title has been 
published, royalties earned against the title will be offset against the author’s advance until the advance 
royalty has been cleared. Where it is deemed unlikely that future sales activity will clear the outstanding 
royalty advance, a provision is made to write-down the asset to its expected recoverable amount.
 Bank borrowings
 Interest-bearing bank loans and overdrafts are recorded at fair value and carried at amortised cost.
 Trade payables
 Trade payables are not interest bearing and are recognised and carried at the original invoice amount.
 
 Provisions
  A provision is recognised in the Consolidated Balance Sheet when a Group entity has a legal or constructive 
obligation as a result of a past event, that can be estimated reliably and it is probable that an outﬂow of 
economic beneﬁts will be required to settle the obligation. If the effect is material, a provision will be made by 
discounting the expected future cash ﬂows at a pre-tax rate which reﬂects current market assessments of the 
time value of money and, where appropriate, the risks speciﬁc to the liability.
 
 Cash and cash equivalents
  Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term 
highly liquid investments with original maturities of three months or less and bank overdrafts. Bank 
overdrafts are shown within borrowings in current liabilities on the Consolidated Balance Sheet. For the 
purposes of the Group Cash Flow Statement, cash and cash equivalents are as deﬁned above, net of 
outstanding bank overdrafts.
 
  48
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
1 Principal accounting policies (continued) 
 Critical accounting estimates and judgements
  The preparation of the Consolidated Financial Statements requires the Group to make certain estimates 
and assumptions that have an impact on the application of the policies and the amounts reported in 
the Consolidated Financial Statements. Estimates and judgements are evaluated based on historical 
experiences and expected outcomes and are believed to be reasonable at the time such estimates and 
judgements are made, although actual experience may vary from these estimates.
  The estimates and assumptions which have the most signiﬁcant bearing on the carrying value of assets or 
liabilities are explained below:
 
 i)  Impairment of intangible assets
  In line with IAS 36 the Group is required to test the carrying value of goodwill and intangible assets with 
indeﬁnite or indeterminate lives, at least annually, for impairment. As part of this review process, the 
recoverable amount of the asset is determined using value in use calculations, which requires estimates 
of future cash ﬂows and as such is subject to estimates and assumptions. Further details are contained in 
note 12 to the Consolidated Financial Statements.
 
 ii) Depreciation of property, plant and equipment
 
  Depreciation is provided in the Consolidated Financial Statements so as to write-down the respective 
assets to their residual values over their estimated useful lives and as such, the selection of the estimated 
useful lives and the expected residual values of the assets requires the use of estimates and judgements. 
Details of the estimated useful lives are as shown in the policy note for depreciation.
 iii) Impairment of property, plant and equipment 
  Where there is an indication that the carrying value of items of property, plant and equipment may have 
been impaired through events or changes in circumstances during the year, a review will be undertaken of 
the recoverable amount of that asset based on value in use calculations which will involve estimates and 
assumptions to be made by management (refer to note 11 of the Consolidated Financial Statements). 
  
 iv) Pensions and other post retirement beneﬁts 
  In determining the pension cost and the defined benefit obligation of the Group’s defined benefit pension 
schemes a number of assumptions are used. These assumptions include an appropriate discount rate, 
the levels of salary escalation and price inflation, the expected return on the schemes’ investments and 
mortality rates. Further details are contained in note 19 to the Consolidated Financial Statements. 
 v) Inventory provisions
 
  The Group reviews its finished goods inventory on a regular basis and, where appropriate, makes 
provision for slow moving and obsolete stock based on estimates of future sales activity. The estimates 
of future sales activity will be based on both historical experience and expected outcomes based on 
knowledge of the markets in which the Group operates (refer to note 13 of the Consolidated Financial 
Statements).
 vi) Origination amortisation
 
  The cost of editorially originating a new title is expensed to the Consolidated Income Statement to match 
against the corresponding revenue from such titles, over a period not exceeding 5 years. The assessment 
of future sales activity is based upon estimates from management using both historical experience and 
expected outcomes based on knowledge of the markets in which the Group operates.
 vii) Development costs
  The capitalisation and subsequent amortisation of development costs requires management to make 
certain judgements regarding the future commercial viability of the development activity and the 
businesses ability to devote the appropriate level of resources to complete the development project and 
sell or use the asset.  49
2 Revenue
  
Revenue and non-current assets by  
geographical destination on 
continuing operations
2012
External 
revenue
2012
Non-current 
assets 
[1]
2011
External 
revenue
2011
Non-current 
assets 
[1]
£000 £000 £000 £000
United Kingdom 7,415 3,259 7,585  3,428 
Rest of Europe 5,918 11,612 5,738  11,721 
United States of America 12,888 10,509 15,768  9,931 
Australia 2,496 1,747 2,350  1,792 
Rest of World 1,097 - 1,302  -   
Total* 29,81427,127 32,743  26,872 
*Analysed as follows:
Revenue from sales of printed products 24,692 27,870
Revenue from sales of digital data through  
subscriptions and software licenses 4,698 4,299
Revenue from the sale of publishing rights and 
brand licensing arrangements 424 574
Total consolidated revenue 29,814 32,743
  
 
[1] 
The analysis of non-current assets excludes deferred tax assets.
  
3  Segment information
 
 
  For management and internal reporting purposes, the Group is organised into two geographical operating 
segments as follows:
 – UK and Europe
 – North America and Australia
  The UK and European business with headquarters in Sparkford, Somerset has subsidiaries in the 
Netherlands, Italy, Spain, Romania and Sweden. Its core business is the publication and supply of 
automotive repair and technical information to the professional automotive and DIY aftermarkets in both 
a printed and digital format.
  The North American and Australian business with headquarters near Los Angeles, California publishes 
DIY repair manuals for cars and motorcycles in both a printed and digital format. The business publishes 
titles under the Haynes and Chilton brands,  in both the English and Spanish languages. It also has a 
branch operation in Sydney, Australia which publishes similar products under both the Haynes and 
Gregory’s brands.
 
  The above two operating segments are each organised and managed separately and are treated as 
distinct operating and reportable segments in line with the provisions of IFRS 8. The identiﬁcation of the 
two operating segments is based on the reports reviewed by the chief operating decision maker, which 
form the basis for operational decision making. 50
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
3 Segment information (continued)
Analysis by operating segment
UK & Europe
North America
& Australia
 
Consolidated
2012 2011 2012 2011 2012 2011
£000 £000 £000 £000 £000 £000
Segmental revenue
Total segmental revenue 14,780 14,783 17,745 20,804 32,525 35,587
Inter-segment sales 
[1]
(423) (357) (2,288) (2,487) (2,711) (2,844)
Total external revenue 
[2]
 14,357 14,426 15,457 18,317 29,814 32,743
Segment result
Segment operating proﬁt before interest 1,759 2,400 2,606 4,413 4,365 6,813
Interest receivable 3 2 20 14 23 16
Interest payable - (1) (1) - (1) (1)
Segment proﬁt after interest 1,762 2,401 2,625 4,427 4,387 6,828
Unallocated head ofﬁce income less 
expenses (246) (132)
Segment profit before tax  
and adjustments 4,141 6,696
Reconciliation to consolidated proﬁt before tax :
IAS 16 Property, plant & equipment 
[3]
30 19
IAS 19 Employee beneﬁts 
[4]
322 84
IFRS 3 Business combinations 
[5]
219 378
Consolidated proﬁt before tax 4,712 7,177
Taxation*
 [6]
(1,487) (2,175)
Consolidated proﬁt after tax 3,225 5,002
 
[1]
 Inter-segment sales are charged at the prevailing market rates.
 
[2]
  Included within the overall revenue ﬁgures is revenue of £3.1 million (2011: £4.1 million)  which relates to a 
single customer of the North American  and Australian segment.
 
[3]
  In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the residual 
value of buildings reﬂect the expected value at the end of their useful life resulting in an adjustment to 
depreciation.
 
[4]
  In the segmental reporting pension contributions are expensed and the assets and liabilities of a deﬁned 
beneﬁt pension scheme are held separately from the Group - under IAS 19 the Consolidated Income 
Statement and Consolidated Statement of Comprehensive Income are adjusted to reﬂect the annual 
current service cost and actuarial gains and losses arising on a deﬁned beneﬁt pension scheme and the 
net surplus/(deﬁcit) on the scheme is included in the Consolidated Balance Sheet.
 
[5]
  In the segmental reporting goodwill is amortised over a period not exceeding 20 years - under IFRS 3 
goodwill is reviewed annually for impairment but not amortised.
 
[6]
  The charge to taxation relates to the consolidated Group. Included within the taxation charge is £206,000 
(2011: £390,000) which relates to the UK & European operations and £1,024,000 (2011: £1,512,000 as 
restated*) which relates to the North American & Australian operations.
 *  See Note 1 Restatement of prior years 51
3 Segment information (continued)
 
Segment assets and liabilities North
UK & America
Europe & Australia Eliminations Consolidated
2012 2012 2012 2012
£000 £000 £000 £000
Segment assets
Property, plant and equipment 457 5,976 6,433
Intangible assets 4,892 2,153 7,045
Working capital assets 11,294 16,587 (961) 26,920
Segment total assets 16,643 24,716 (961) 40,398
Unallocated head ofﬁce assets 
[5]
11,551
Unallocated head ofﬁce eliminations (2,180)
49,769
Reconciliation to total consolidated assets :
IAS 16 Property, plant and equipment 
[1]
1,232
IAS 19 Employee beneﬁts 
[2]
2,447
IAS 38 Intangible assets 
[3]
1,271
IFRS 3 Business combinations
 [4]
3,634
Consolidated total assets 58,353
Segment liabilities
Segment working capital liabilities 3,169 2,314 (1,070) 4,413
Unallocated head ofﬁce liabilities 
[5]
10,353
Unallocated head ofﬁce eliminations (230)
14,536
Reconciliation to total consolidated liabilities :
IAS 19 Employee beneﬁts
 [2]
49
Deferred tax 3,988
Consolidated total liabilities
18,573
  
 
[1]
  In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the residual 
value of buildings reﬂect the expected value at the end of their useful life resulting in an ad justment to 
depreciation.
 
[2]  
In the segmental reporting pension contributions are expensed and the assets and liabilities of a deﬁned 
beneﬁt pension scheme are held separately from the Group - under IAS 19 the Consolidated Income 
Statement and Consolidated Statement of Comprehensive Income are adjusted to reﬂect the annual 
current service cost and actuarial gains and losses arising on a deﬁned beneﬁt pension  scheme and the 
net surplus/(deﬁcit) on the scheme is included in the Consolidated Balance Sheet.  
 
[3]
  In the segmental reporting the excess of the net assets acquired on a business combination over the 
consideration is shown as goodwill - under IAS 38 speciﬁc intangible assets are created and adjusted 
for deferred tax arising on acquisition.
 
[4]
  In the segmental reporting goodwill is amortised over a period not exceeding 20 years - under IFRS 3 
goodwill is reviewed annually for impairment but not amortised.
 
[5]
  The unallocated head ofﬁce assets primarily relate to freehold property, deferred tax assets and amounts 
owed by subsidiary undertakings. The unallocated head ofﬁce liabilities primarily relate to  the deﬁcit on 
the UK’s multi-employer deﬁned beneﬁt pension scheme and tax liabilities. 52
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
3 Segment information (continued)
 
Segment assets and liabilities North
UK & America Restated*
Europe & Australia Eliminations Consolidated
2011 2011 2011 2011
£000 £000 £000 £000
Segment assets
Property, plant and equipment 546  5,827  -    6,373 
Intangible assets 4,703  2,232  -    6,935 
Working capital assets 11,714  17,943  (800) 28,857 
Segment total assets  16,963  26,002  (800) 42,165 
Unallocated head ofﬁce assets 
[5]
 12,013 
Unallocated head ofﬁce eliminations (2,542)
 51,636 
Reconciliation to total consolidated assets :
IAS 16 Property, plant and equipment 
[1]
 1,169 
IAS 19 Employee beneﬁts 
[2]
 2,921 
IAS 38 Intangible assets 
[3]
 1,601 
IFRS 3 Business combinations
 [4]
 3,187 
Consolidated total assets 60,514 
Segment liabilities
Segment working capital liabilities 3,666 4,077 (1,516) 6,227 
Unallocated head ofﬁce liabilities 
[5]
 9,533 
Unallocated head ofﬁce eliminations (64)
 15,696 
Reconciliation to total consolidated liabilities :
IAS 19 Employee beneﬁts
 [2]
 (93)
Deferred tax 3,849 
Consolidated total liabilities
 19,452 
 
[1]
  In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the residual 
value of buildings reﬂect the expected value at the end of their useful life resulting in an ad justment to 
depreciation.
 
[2]  
In the segmental reporting pension contributions are expensed and the assets and liabilities of a deﬁned 
beneﬁt pension scheme are held separately from the Group - under IAS 19 the Consolidated Income 
Statement and Consolidated Statement of Comprehensive Income are adjusted to reﬂect the annual 
current service cost and actuarial gains and losses arising on a deﬁned beneﬁt pension scheme and the 
net surplus/(deﬁcit) on the scheme is included in the Consolidated Balance Sheet.
 
[3]
  In the segmental reporting the excess of the net assets acquired on a business combination over the 
consideration is shown as goodwill - under IAS 38 speciﬁc intangible assets are created and adjusted 
for deferred tax arising on acquisition.
 
[4]
  In the segmental reporting goodwill is amortised over a period not exceeding 20 years - under IFRS 3 
goodwill is reviewed annually for impairment but not amortised.
 
[5]
  The unallocated head ofﬁce assets primarily relate to freehold property, deferred tax assets and amounts 
owed by subsidiary undertakings. The unallocated head ofﬁce liabilities primarily relate to the deﬁcit on 
the UK’s multi-employer deﬁned beneﬁt pension scheme and tax liabilities.
 *  See Note 1 Restatement of prior years 53
3 Segment information (continued)
 
Other segment information
North North
UK & America UK & America
 Europe & Australia Consolidated Europe & Australia Consolidated
2012 2012 2012 2011 2011 2011
£000 £000 £000 £000 £000 £000
Segment additions 
to non-current assets 2,333 596 2,929 2,241  471  2,712 
Unallocated additions 
to non-current assets - - 
Total additions to  
non-current assets 2,929   2,712
Segment depreciation 
& amortisation 1,836 710 2,546 1,456  720  2,176
Unallocated depreciation 
& amortisation 15 15 
Total depreciation  
& amortisation 2,561 2,191
4 Operating proﬁt
Operating proﬁt is arrived at after charging/(crediting) the following:
2012 2011
£000 £000
Net foreign exchange losses 38  19  
Depreciation of property, plant and equipment 962 976 
Amortisation of intangible assets 1,599 1,215 
Proﬁt on sale of property, plant and equipment (26) (5)
Cost of inventories recognised as an expense 6,491 7,122 
Operating lease rentals  – Land and buildings 216 222 
                                         – Plant and equipment 238 233 
Staff costs (see note 5) 10,519  10,774  54
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
4 Operating proﬁt (continued)
  Auditors remuneration
  
  The total fees payable by the Group to BDO LLP and their associates for work performed during the 
year in respect of audit, tax compliance and other services to the Group and its subsidiary companies 
are shown below:
2012 2011
£000 £000
Fees payable to the Company’s auditor for the audit of 
the Company’s annual accounts 35 34 
Fees payable to the Company’s auditor and its associates for other services:  
–  The audit of the Company’s subsidiaries pursuant to legislation 87  81 
–  Other services pursuant to legislation 11 10 
–  Transaction support services 2 -
–  Tax services 68 68 
Fee’s payable in respect of the Group’s pension plans:  
–  Audit 6 6 
209 199 
 
5 Staff costs
 Employees
  The average number of employees (including directors)  during the year, analysed by category, were as 
follows:     
2012 2011
number number
Production 135 145 
Selling and distribution 53 54 
Administration 44 44 
232 243 
 
 The aggregate payroll costs of these persons were as follows:
2012 2011
£000 £000
Wages and salaries 8,675 8,691 
Employer’s social security costs 816 760 
Employer’s pension costs - deﬁned beneﬁt schemes (note 19) 633 1,076 
Employer’s pension costs - deﬁned contribution schemes 395 247 
10,519 10,774 
  
  Full details concerning directors’ emoluments, pension entitlements and long term incentive schemes 
are shown in notes 7 and 8 of the  Board Report on Remuneration. 55
6 Finance income
 
2012 2011
£000 £000
Interest receivable on bank deposits 23 16 
Expected return on pension scheme assets (note 19) 1,382 1,267 
1,405 1,283 
 
7 Finance costs
2012 2011
£000 £000
Interest payable on bank loans and overdrafts 1 1
Interest charge on pension scheme liabilities (note 19) 1,785 1,792 
1,786 1,793 
 
 
8 Taxation
Restated*
2012 2011
£000 £000
(a) Analysis of charge in the period  
Current tax:
– UK corporation tax on proﬁts of the period 70 238   
– Foreign tax 1,088 1,670
– Adjustments in respect of prior periods (3) (21)   
1,155 1,887   
Deferred tax (note 17):
– Origination and reversal of temporary differences 332 288   
Total taxation in the Consolidated Income Statement 1,487 2,175   
 
 *  See Note 1 Restatement of prior years
  In April 2012 the rate of UK corporation tax changed from 26% to 24% giving an effective rate of 25.7% 
for the ﬁnancial year ended 31 May 2012. Included in the deferred tax charge above is an amount of 
£34,000 arising from the change in the UK tax rate.
  
  Further reductions in the UK corporation tax rate have been announced which will reduce the rate to 
22% by 2014/15. However, these changes have not been substantively enacted at the balance sheet 
date and therefore, have not been adopted in the calculation of the UK’s deferred tax assets and 
liabilities.
    56
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
8 Taxation (continued)
 (b) Reconciliation of effective tax rate
  
  The tax assessed for the period differs from the UK standard rate of corporation tax for the period of 
25.7% (2011: 27.7%). The differences are explained below:
Restated*
2012 2011
£000 £000
Proﬁt on ordinary activities before tax 4,712 7,177   
Taxation calculated at the standard rate of corporation tax  
in the UK of 25.7% (2011: 27.7%) 1,211 1,988
Affected by:
Variance in overseas tax rates 371 507   
Income/expenses not chargeable/deductible for tax (91) (299)   
Adjustments relating to prior years (4) (21)   
Total tax charge for the year reported in the  
Consolidated Income Statement 1,487 2,175
Effective tax rate 31.6% 30.3%
 *  See Note 1 Restatement of prior years
  The effective tax rate is higher than the standard rate of UK tax due to the impact of the mix of proﬁts 
from overseas operations where the tax rates are higher than in the UK.
  There is an unrecognised deferred tax liability for temporary differences associated with the Company’s 
investments in its subsidiaries. However, in line with paragraph 40 of IAS 12, no liability  has been 
recognised in respect of these differences as the Company controls the dividend policies  
of its subsidiaries and as such is in a position to control the timing of the reversal of these  differences and 
it is probable that such differences will not reverse in the foreseeable future. The cumulative unremitted 
reserves of overseas subsidiaries as at 31 May 2012 was £25.4 million (2011: £26.5 million). 
9 Earnings per share
 The calculation of the basic and diluted earnings per share is based  on the following data:
Restated*
2012 2011
£000 £000
Earnings:
Proﬁt after tax - continuing operations
 [1]
3,211 4,995 
Number of shares:
 [2]
 
Weighted average number of shares (note 20) 16,082,851 16,351,540 
Basic earnings per share (pence) 20.0 30.5
 
[1]
  Adjusted to exclude a proﬁt of £14,000 (2011: £7,000) attributable to non-controlling interests.
 
[2]
 During the year the Company purchased 1,240,000 of its ordinary shares for placing in treasury.
 *  See Note 1 Restatement of prior years
  As at 31 May 2012 and 31 May 2011 there were no outstanding options on either of the Company’s two 
classes of shares and there is no difference between the earnings used in the basic and diluted earnings 
per share calculation. 57
2012 2011
£000 £000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 May 2011 of 9.5p per share    
(2010: 9.3p per share) 1,553 1,521
Interim dividend for the year ended 31 May 2012 of 6.2p per share  
(2011: 6.2p per share) 937 1,014 
2,490 2,535
Proposed ﬁnal dividend for the year ended 31 May 2012
of 9.5p per share (2011: 9.5p per share) 1,436 1,553   
  The proposed ﬁnal dividend is subject to approval by shareholders at the Annual General Meeting, to be 
held on 24 October 2012 and has not been included as a liability in these  ﬁnancial statements.
  On 22 February 2012 the Company purchased 500,000 of its ordinary shares and on 26 March 2012 
the Company purchased a further 740,000 of its ordinary shares to place in treasury. As the Company is 
not entitled to vote or receive a dividend on the shares held in treasury, the interim dividend for the year 
ended 31 May 2012, which was paid on 11 April 2012, was based on 15,111,540 shares and not the full 
shares in issue of 16,351,540.
10 Dividends
  58
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
Land and buildings
Freehold
Short
leasehold
Plant and
equipment Total
Cost £000 £000 £000 £000
At 1 June 2010 7,372  716  17,346  25,434 
Additions -    2  576  578 
Exchange rate movements (403)  (68)  (890)  (1,361) 
Disposals -    (6)    (180) (186)
At 31 May 2011 6,969  644  16,852  24,465 
Additions - 11 720 731
Exchange rate movements 210 36 533 779
Disposals - - (122) (122)
At 31 May 2012 7,179 691 17,983 25,853
Accumulated depreciation
At 1 June 2010 1,546  388  12,775  14,709 
Exchange rate movements (55)  (32)  (823)  (910) 
Charge for the year 36 18  922  976 
Disposals -    (6)    (154) (160)
At 31 May 2011 1,527   368  12,720  14,615 
Exchange rate movements 32 18 468 518
Charge for the year 37 19 906 962
Disposals - - (119) (119)
At 31 May 2012 1,596 405 13,975 15,976
Net book value at 31 May 2012 5,583 286 4,008 9,877
Net book value at 31 May 2011 5,442 276   4,132  9,850 
Net book value at 31 May 2010 5,826  328  4,571  10,725 
  There were no assets ﬁnanced through ﬁnance leases or hire purchase arrangements during the  current 
or prior year.
 
  The Directors’ are not aware of any events or changes in circumstances during the year which  
would have a signiﬁcant impact on the carrying value of the Group’s property, plant and equipment as at 
the balance sheet date.
11 Property, plant and equipment
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements 59
Goodwill
Trademarks
and domain
names Know how
Internally
generated
software
development
costs
Other 
intangibles Total
Cost £000 £000 £000 £000 £000 £000
At 1 June 2010 8,646  1,339  2,755  4,976  158  17,874 
Exchange rate movements (695)  40 95 234 (19)  (345) 
Additions -    -    -    2,134  -    2,134 
At 31 May 2011 7,951  1,379  2,850  7,344  139  19,663 
Exchange rate movements 363 (106) (229) (749) 10 (711)
Additions - - - 2,198 - 2,198
At 31 May 2012 8,314 1,273 2,621 8,793 149 21,150
Accumulated amortisation
At 1 June 2010 -    -    -    1,337  -    1,337 
Exchange rate movements -    -    -    89 -    89
Charge for the period -    -    -    1,215  -    1,215 
At 31 May 2011 -    -    -    2,641 -    2,641 
Exchange rate movements
- - - (340) - (340)
Charge for the period
- - - 1,599 - 1,599
At 31 May 2012 - - - 3,900 - 3,900
Carrying value as at 
31 May 2012 8,314 1,273 2,621 4,893 149 17,250
Carrying value as at 
31 May 2011 7,951  1,379  2,850  4,703  139  17,022 
Carrying value as at 
31 May 2010 8,646  1,339  2,755  3,639  158  16,537 
 Impairment tests for cash-generating units (CGU’s) containing goodwill 
 
  The Group tests intangible assets and goodwill with indeﬁnite or indeterminate useful lives for 
impairment annually, or more frequently if there are indications that their carrying values might be 
impaired. As at the balance sheet date an impairment test has been undertaken on the CGU’s based on 
value in use calculations and using the latest available ﬁnancial information. 
  The impairment reviews have been based on ﬁnancial budgets which have been prepared by 
management and approved by the Board. The key assumptions used in the reviews relate to sales 
growth (which for Haynes North America Inc has been set at 2% and for Vivid Holding BV has been set 
at 2%), sales pricing and changes in direct costs which have been based on historical performance and 
predicted future outcomes.
12 Intangible assets
  60
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
  The rate used to discount the forecast cash ﬂows in both CGU’s was 15% (2011: 15%). Based on the 
impairment reviews undertaken in relation to both the Haynes North American and Vivid Holding BV 
CGU’s, the future cash ﬂows are expected to exceed the carrying value of the goodwill and intangible 
assets with indeﬁnite or indeterminate lives and as  such there are no indications of impairment at the 
balance sheet date (2011: £nil).
 
  The intangible assets in relation to trademarks and domain names and know how are assigned indeﬁnite 
useful lives and relate to Vivid Holding BV in the Netherlands and Bookworks Pty Ltd in Australia.  
Both Vivid and Bookworks have strong reputations in their respective market places. Bookworks is a 
leading distributor of technical automotive publications in Australia while Vivid manages a multilingual 
database of repair and maintenance data on current European and Asian cars, light commercial vehicles 
and trucks. The carrying value of assets with an indeﬁnite life are tested annually for impairment.
  In assessing the value in use of the CGU’s, management have considered the potential impact of 
possible changes in the main assumptions used and believe that there are no such changes that would 
cause the carrying value of the units to exceed their recoverable amount.
 
The carrying amounts of goodwill have been allocated as follows:
2012 2011
£000 £000
Unit:
Haynes North America 5,602 5,239 
Vivid Holding BV 2,712 2,712 
8,314 7,951 
 
The carrying amount of intangible assets have been allocated as follows:
2012 2011
£000 £000
Unit:
Haynes North America 182 170 
Vivid Holding BV 8,754 8,901 
8,936 9,071 
 
The amortisation charge for the period included in the Consolidated Income Statement is as follows:
2012 2011
£000 £000
Cost of sales 1,599 1,215 
12 Intangible assets (continued) 61
13 Inventories
 
2012 2011
£000 £000
Raw materials 350 589 
Work in progress 1,394 1,521 
Finished goods 11,632 11,145 
13,376 13,255 
  The carrying value of inventory represents cost less appropriate provisions. During the year there was 
a net charge of £166,000 (2011: £190,000) to the Consolidated Income Statement in relation to the 
inventory provisions. The movement in the inventory provisions are included within cost of sales in the 
Consolidated Income Statement.
  Included within ﬁnished goods stock is £7.1 million (2011: £6.5 million) of editorial origination costs in 
relation to the production of the core automotive and motorcycle repair manuals and general interest 
titles which are amortised to the Consolidated Income Statement over a period not exceeding 5 years.
14 Trade and other receivables
  
2012 2011
£000 £000
Amounts falling due within one year:
Trade receivables 9,033 10,550 
Less: Provision for impairment (175) (217)
Less: Customer allowances (958) (829)
7,900 9,504 
Other debtors and prepayments 859 815 
8,759 10,319 
2012 2011
£000 £000
Analysis of trade receivables:
Neither impaired nor past due 7,861 9,188 
Past due but not impaired 997 1,145 
Impaired 175 217 
9,033 10,550
  The categorisation of ‘Past due but not impaired’ relates to a number of customers for whom there is no 
history of default and management are conﬁdent the overdue balance will be recovered in full. 
  The categorisation of ‘Impaired’ relates to overdue balances where the customer has ceased trading or 
management are doubtful of recovery and a provision has been  made to cover the doubtful balance.  62
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
14 Trade and other receivables (continued)
 
  The ageing of the ‘Past due but not impaired’ and the ‘Impaired’ categories are shown in the table below:
Past due but 
not impaired Impaired
Past due but 
not impaired Impaired
2012 2012 2011 2011
£000 £000 £000 £000
Less than 30 days past due 687 110 861   101 
30 to 90 days past due 300 6 90  6 
Greater than 90 days past due 10 59 194  110 
997 175 1,145  217 
The movement in the Group’s provision for impairment of trade receivables was as follows:
2012 2011
£000 £000
Balance at 1 June 217 251 
Amounts charged to the Consolidated Income Statement (16) 27 
Amounts written-off as uncollectable (23) (52)
Exchange rate movement (3) (9) 
Balance at 31 May 175 217 
The amounts of trade and other receivables shown above were held in the following currencies at the 
balance sheet date:
2012 2011
£000 £000
US dollars 4,568 6,007 
Sterling 2,438 2,706 
Euro 872 1,002 
Australian dollars 879 595 
Other currencies 2 9 
8,759 10,319 
  The fair values of trade and other receivables are the same as the book values as the credit risk has 
been addressed as part of the impairment provisioning and, due to the short term nature of the amounts 
receivable, they are not subject to other ongoing ﬂuctuations in market rates. 63
15 Cash and cash equivalents (net funds)
 
2012 2011
£000 £000
Cash at bank and in hand 4,775 5,383 
Cash and cash equivalents in the cash ﬂow statement (note 22) 4,775 5,383 
  In the UK, Barclays Bank PLC holds a debenture against the UK trading companies including a ﬁrst legal 
charge over the UK freehold properties in order to secure the £1.0 million (2011: £1.0 million) overdraft 
facility, together with guarantees from the UK and European trading companies. During the year the facility 
was unused. In the Netherlands, Vivid Holding has a €0.4 million (2011: €0.4 million) overdraft facility 
which is unsecured and attracts interest based on the bank’s prevailing base rate. The facility is presently 
unutilised.
  The cash and cash equivalents shown above were held in the following currencies as at the balance 
sheet date:
2012 2011
£000 £000
US dollars 2,829 3,023 
Sterling 428 947 
Euro 1,055 861 
Australian dollars 371 501 
Other currencies 92 51 
4,775 5,383
  Deposits are placed for periods varying between call and one month and attract ﬂoating rates of interest 
based upon the bank’s cost of funds for the relevant currencies.
16 Trade and other payables
2012 2011
£000 £000
Amounts falling due within one year:
Trade payables 759 901 
Other taxes and social security costs 186 172 
Other creditors and accruals 3,333 3,392 
4,278 4,465 
  The fair values of trade and other payables are the same as the book values due to the short term 
nature of the amounts payable and are not subject to other ongoing ﬂuctuations in market rates.   64
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
16 Trade and other payables (continued)
 
  The amounts of trade and other payables shown on the previous page were held in the following 
currencies at the balance sheet date:
2012 2011
£000 £000
Falling due within one year:
US dollars 1,334 1,519   
Sterling 1,771 1,892   
Euro 827 791   
Australian dollars 331 245   
Other currencies 15 18   
4,278 4,465
17 Deferred tax assets and liabilities
Restated
1
Restated
1
2012 2012 2012 2011 2011 2011
Assets Liabilities Net total Assets Liabilities Net total
£000 £000 £000 £000 £000 £000
Property, plant & equipment - (2,224) (2,224) -    (2,102) (2,102)
Employee beneﬁts 2,435 - 2,435 2,911  -    2,911 
Short-term temporary differences 1,881 - 1,881 1,774    - 1,774
Intangible assets  - (1,764) (1,764) -    (1,747) (1,747)
Net deferred tax asset 4,316 (3,988) 328 4,685  (3,849) 836 
Restated
1
2012 2011
£000 £000
Balance at 1 June 836 2,071
Prior year adjustment - 324
Balance at 1 June restated
1
836 2,395
Transfer to Consolidated Income Statement (332) (288) 
Transfer to equity (341) (1,106)
Exchange rate movement 165 (165)
Balance at 31 May 328 836
 
1
 See Note 1 Restatement of prior years 65
  The Group’s principal ﬁnancial instruments during the year comprised bank overdrafts, lease ﬁnancing 
arrangements, cash and short-term deposits as well as other various items arising from its operations 
such as trade receivables and trade payables. The main purpose of these instruments is to ﬁnance 
the Group’s working capital requirements as well as funding its capital expenditure programmes. From 
time to time the Group may enter into derivative transactions such as interest rate swaps or forward 
exchange contracts, the main purpose of such transactions is to manage the interest rate and currency 
risks arising from the Group’s operations and sources of ﬁnance. There were no such transactions 
entered into during the current or preceding ﬁnancial years.
 Foreign currency risk
  The Group has investments in subsidiary operations outside of the UK and also buys and sells goods 
and services in currencies other than in the functional currencies of its subsidiary operations. In light of 
the above, the Group’s non sterling revenues, proﬁts, assets, liabilities and cash ﬂows can be affected 
by movements in exchange rates. The Group is able to take advantage of certain natural hedge ﬂows 
within the business operations which helps to minimise the impact of the ﬂuctuations in exchange but 
where appropriate will use forward rates to minimise the risk. There were no forward exchange contracts 
entered into during the current or preceding ﬁnancial years. It is Group policy not to engage in any 
speculative trading in ﬁnancial instruments.
 
 Sensitivity analysis 
  The most signiﬁcant foreign currency risk to the Group is in relation to the US dollar. Management 
estimate that if all other variables remained constant the impact on pre-tax proﬁts of a 5% increase 
in the value of the US dollar against sterling would have been to reduce proﬁts by £0.1 million with a 
decrease of 5% having an equal and opposite effect. This estimate has been based on an assessment 
of translating the US dollar proﬁts into sterling using the average rate for the year of $1.59.
 Credit risk
  The Group’s credit risk is primarily attributable to its trade receivables, which are spread over a range 
of countries and customers, a factor which helps to dilute the concentration of risk. The risk associated 
with such trading is mitigated through credit control management procedures including the use of 
credit worthiness checks, the application of credit limits and the sale of goods subject to retention of 
title clauses. A provision is made against such balances where there is an identiﬁable loss or event, 
which based on prior experience provides management with a signiﬁcant doubt over the recovery of the 
balance. Due to the long established relationships with the majority of the Group’s customers there is 
not deemed to be a credit quality issue in relation to the trade receivables balance. The amount of the 
total exposure is shown in note 14.
  In addition to the above, the UK business has an exposure in relation to contractual advanced royalty 
payments to authors. However, due to the large number of authors there is no signiﬁcant concentration 
of risk. The asset balance in relation to the author advances is held within other debtors and 
prepayments (refer to note 14) and amounted to £0.3 million net of allowances for doubtful recovery 
(2011: £0.2 million).
  The credit risk on liquid funds is limited as the funds are held at banks with high credit ratings assigned 
by international credit rating agencies.
18 Financial risk and treasury policy
  66
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
18 Financial risk and treasury policy (continued)
 Liquidity risk      
  The principal aim of the Group’s liquidity management is to maintain a balance between continuity of 
funding and ﬂexibility through the use of bank overdrafts, bank loans and asset leasing. As at 31 May 
2012 the Group had a £1.0 million UK overdraft facility (2011: £1.0 million) which is due for renewal in 
October 2012, a €0.4 million overdraft in Europe (2011: €0.4 million) which has no ﬁxed renewal date 
and a $11.0 million loan facility in the US (2011: $11.0 million) which is due for renewal in October 2012.
 Interest rate risk
  From time to time the Group companies have overdraft and loan facilities which are subject to variable 
rates of interest based on the respective bank’s base rate. As at 31 May 2012 there were no bank loans 
outstanding (2011: £nil) and no bank overdrafts outstanding (2011: £nil). Money market deposits are 
placed for periods varying between call and one month and attract variable rates of interest based upon 
the banks cost of funds for the relevant currencies.
 Sensitivity analysis 
  As the Group had no loans or overdrafts outstanding at the end of the year the Group does not have a 
signiﬁcant exposure to a change in the market rates of interest at the current time.  
 Fair value of ﬁnancial assets and liabilities 
  There are no material differences between the carrying values and the fair values of the ﬁnancial assets 
and liabilities as recorded in the Consolidated Balance Sheet. Details of the amounts of ﬁnancial assets 
and liabilities held in foreign currencies can be found in notes 14, 15 and 16 to the Consolidated 
Financial Statements.
 Capital management 
  The primary aim of the Group’s capital management is to safeguard the Group’s ability to continue as 
a going concern, to support its businesses and maximise shareholder value. The Group monitors its 
capital structure and makes adjustments as and when it is deemed necessary and appropriate to do so 
using such methods as adjusting the dividend payment to shareholders or the issuing of new shares.
Interest cover 2012 2011
Operating proﬁt (£000) 5,093 7,687 
Net ﬁnance costs (£000) 381 510 
Interest cover (ratio) 13 15 
 
  Interest cover is calculated by taking the operating proﬁt from the Consolidated Income Statement 
divided by net ﬁnance costs. 67
Restated
1
Gearing ratio 2012 2011
Net debt (£000) - -   
Total equity (£000) 39,780 41,062 
Gearing ratio (%) - -   
 
1
 See Note 1 Restatement of prior years
  The gearing ratio comprises net debt divided by total equity (net debt being deﬁned as cash and cash 
equivalents - see note 15).
19 Retirement beneﬁt obligation
  The Group operates a number of different retirement programmes in the countries within which it 
operates. The principal pension programmes are a contributory deﬁned beneﬁt scheme in the UK (the 
UK Scheme) and a non-contributory deﬁned beneﬁt plan in the US (the US Plan).  
    
  The assets of all schemes are held independently of the Group and its subsidiaries. The total pension 
costs for the Group as shown in the balance sheet at the year end and as charged through the income 
statement in the year are analysed below:
2012 2011
£000 £000
Amounts recognised in the Consolidated Income Statement
Amounts included in net operating costs:   
– Current service costs (deﬁned beneﬁt scheme) (633) (1,076)
Amounts included in ﬁnance income:
– Expected return on pension scheme assets 1,382 1,267 
Amounts included in ﬁnance costs:
– Interest charge on pension scheme liabilities (1,785) (1,792)
Amount recognised in the Consolidated Income Statement
(1,036) (1,601)
2012 2011
£000 £000
Amounts recognised in the Consolidated Balance Sheet 
Assets at fair value 25,230 23,279 
Present value of deﬁned beneﬁt obligation (35,210) (33,713)
Net deﬁcit recognised in Consolidated Balance Sheet  (9,980) (10,434)
 
  
18 Financial risk and treasury policy (continued)  68
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
19 Retirement beneﬁt obligation (continued)
 Assumptions used to determine the deﬁned beneﬁt obligation
2012 2011
UK Scheme
% per annum
UK Scheme
% per annum
Discount rate 4.20 5.35 
Salary escalation 2.00 3.90 
Price inﬂation 2.30 3.40 
Increases to pensions in deferment 2.00 2.70
Pension increases on beneﬁts up to 12 July 2011 2.20 3.30 
Pension increases on beneﬁts after 12 July 2011 2.00 2.20
Expected return on invested assets 6.34 6.35 
Expected return on insurance annuity contracts 4.20 5.35 
2012 2011
US Plan
% per annum
US Plan
% per annum
Discount rate 5.00 5.00 
Salary escalation 2.00 3.00 
Price inﬂation 2.00 2.00 
Pension increases 2.00 2.00 
Expected return on invested assets 5.00 7.00 
 
  The post retirement mortality assumptions for the UK Scheme are based on the “S1PMA / S1PFA mc” 
year of birth tables with a minimum improvement of 1% (2011: 1%) and the life expectancies underlying 
the valuation are as follows:
2012 2011
Years Years
Current pensioners (at age 65) - Male 21.40 21.40
Current pensioners (at age 65)  - Females 24.20 24.00
Future pensioners (at age 65)   - Males 23.30 23.30
Future pensioners (at age 65)    - Females 26.00 25.90
 
 
  The post retirement mortality assumptions for the US Plan are based on the “94 GAR” standard tables 
and the life expectancies underlying the valuation are as follows:
2012 2011
Years Years
Current members aged 65 (at age 65) 18.00 18.00
Current members aged 45 (at age 65) 18.00 18.00
  69
19  Retirement beneﬁt obligation (continued)
 
 Scheme assets and expected rate of returns 
   
 The assets and liabilities in the plans and the expected rates of return on investments as at  
 31 May 2012 were as follows:
UK Scheme UK Scheme
Rate of 
return
2012 
Value
Rate of 
return
2011 
Value
% £000 % £000
Group investment linked policy
– Equities 7.0 4,217 7.1  8,243 
– Fixed interest/gilts 2.1 - 4.1  197 
– Other bonds 4.2 2,804 5.4  2,299 
– Cash 0.5 285 0.5  1,002 
– Property 7.1 2,018 7.1 2,639
– Target return fund 7.0 5,371 -  - 
6.3 14,695 6.4  14,380 
Secured pensions in payment 4.2 1,620 5.4  1,489 
Assets at fair value 16,315 15,869 
US Plan US Plan
Rate of 
return
2012 
Value
Rate of 
return
2011 
Value
% £000 % £000
Group investment linked policy
– Bonds 5.0 8,915 7.7 7,410
Assets at fair value 8,915 7,410
  The overall expected return on assets assumption is derived as the weighted average of the expected 
returns from each of the main asset classes. The individual return assumptions for each class of asset 
are based on market conditions as at 31 May 2012 and represent a best estimate of future returns for 
that class allowing for risk premiums where appropriate. 70
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
19  Retirement beneﬁt obligation (continued)
UK 
Scheme
US 
Plan Total
UK 
Scheme
US 
Plan Total
2012 2012 2012 2011 2011 2011
£000 £000 £000 £000 £000 £000
Reconciliation of funded status 
Present value of deﬁned beneﬁt obligation (26,047) (9,163) (35,210) (24,887) (8,826) (33,713)
Assets at fair value 16,315 8,915 25,230 15,869  7,410  23,279 
Net liability recognised in the 
Consolidated Balance Sheet (9,732) (248) (9,980) (9,018) (1,416) (10,434)
  
 Amount recognised through the Consolidated Statement of Comprehensive Income
Actuarial gain/(loss) during the year (764) 934 170 3,032 210 3,242
UK Scheme expenses paid by the 
Company (124) - (124) ---
(888) 934 46 3,032 210 3,242
Deferred tax on actuarial gain/(loss) 213 (373) (160) (788) (84) (872)
Deferred tax arising on change in UK 
corporation tax rate (181) - (181) (234) - (234)
(856) 561 (295) 2,010 126 2,136
 
Actual return on assets
Expected return on plan assets 999 383 1,382 931 336  1,267
Actuarial gain/(loss) on plan assets (823) (28) (851) 687 562 1,249
176 355 531 1,618 898 2,516
  The cumulative actuarial loss recognised in other comprehensive income since 31 May 2003 is £4.1 
million (2011: £4.2 million). The directors’ are unable to determine how much of the pension plan deﬁcits 
are attributable to actuarial gains and losses on an IFRS basis prior to 31 May 2003.
                                                     71
19  Retirement beneﬁt obligation (continued)
Reconciliation of present value of wholly funded defined   
benefit obligation (DBO)
UK 
Scheme
US 
Plan Total
£000 £000 £000
Present value of DBO at 1 June 2010 25,631  8,617 34,248
Current service cost 525  551 1,076
Interest cost 1,397 395 1,792
Employee contributions 110  -   110
Expenses included in service cost (56) - (56)
Actuarial (gains)/losses (2,345) 351 (1,994)
Foreign currency exchange rate changes -    (1,057)   (1,057)
Beneﬁts (375) (31) (406)
Present value of DBO at 1 June 2011 24,887  8,826  33,713 
Current service cost 242 509 751
Interest cost 1,329 456 1,785
Employee contributions 162 - 162
Past service costs - 6 6
Actuarial gains (59) (961) (1,020)
Foreign currency exchange rate changes - 604 604
Beneﬁts (514) (277) (791)
Present value of DBO at 31 May 2012 26,047 9,163 35,210
Reconciliation of fair value of assets UK 
Scheme
US 
Plan Total
£000 £000 £000
Fair value of assets at 1 June 2010 13,901  6,330 20,231
Expected return on plan assets 931  336 1,267
Actuarial gain on plan assets 687 562 1,249
Foreign currency exchange rate changes -    (813) (813)
Employer contributions 671  1,026 1,697
Employee contributions 110  -   110
Administration expenses (56)                -   (56)
Beneﬁts (375) (31) (406)
Fair value of assets at 1 June 2011 15,869 7,410 23,279
Expected return on plan assets 999 383 1,382
Actuarial loss on plan assets (823) (28) (851)
Foreign currency exchange rate changes - 548 548
Employer contributions 622 879 1,501
Employee contributions 162 - 162
Beneﬁts (514) (277) (791)
Fair value of assets at 31 May 2012 16,315 8,915 25,230 72
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
19  Retirement beneﬁt obligation (continued)
Reconciliation of change in funded status
UK 
Scheme
US 
Plan Total
£000 £000 £000
Deﬁned beneﬁt liability at 1 June 2010 11,730  2,287 14,017
Total pension expense 991  610 1,601
Employer contributions (671) (1,026) (1,697)
Impact of foreign currency exchange rates -   (245)   (245)
Actuarial gain (3,032) (210) (3,242)
Deﬁned beneﬁt liability at 1 June 2011 9,018  1,416 10,434
Total pension expense 572 588 1,160
Employer contributions (622) (879) (1,501)
Impact of foreign currency exchange rates -5757
Actuarial (gain)/losses 764 (934) (170)
Deﬁned beneﬁt liability at 31 May 2012 9,732 248 9,980
 History of experience adjustments
2012 2011 2010 2009 2008
£000 £000 £000 £000 £000
Present value of deﬁned beneﬁt obligation (35,210) (33,713) (34,248) (25,360) (23,410)
Fair value of scheme assets 25,230 23,279  20,231  14,970  16,616 
Net deﬁcit (9,980) (10,434) (14,017) (10,390) (6,794)
Experience adjustments on scheme liabilities*
Amount                                                        £000 (1,050) 25  753  (147)  2,962 
Experience adjustments on scheme assets
Amount                                                        £000 (851) 1,249 2,515 (4,737)  (2,865) 
 
  * The experience adjustments on scheme liabilities for the years ending on or before 31 May 2008 
include the impact of changes in actuarial assumptions.
Expected contributions in the forthcoming year
Financial year beginning 
1 June 2012
£000
Group contributions 
– UK Scheme 638
– US Plan 910
1,548
Employee contributions 166
1,714 73
20  Share capital and reserves
2012
No.
2011
No.
2012
£000
2011
£000
Authorised: 
‘A’ Ordinary shares of 20p
 10,000,000  10,000,000  2,000  2,000 
Ordinary shares of 20p
 8,750,000  8,750,000  1,750  1,750 
 18,750,000  18,750,000  3,750  3,750 
Allotted, called up and fully paid: 
‘A’ Ordinary shares of 20p 9,000,000  9,000,000  1,800  1,800 
Ordinary shares of 20p 7,351,540  7,351,540  1,470  1,470 
 16,351,540  16,351,540  3,270  3,270 
  The 31 March 1982 share price for capital gains tax purposes is 125p and after adjusting for the 1989  
(1 for 1) and 1993 (1 for 2) capitalisation issue this becomes 41.67p. At 31 May 2012 the share price 
was 180p (2011: 247p), with a high of 255p (2011: 280p) and a low of 180p (2011: 200p) for the 
ﬁnancial year.
  Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per share where 
a matter is decided other than on a show of hands. Both classes of share rank ‘pari passu’ (including 
any distribution by way of dividend and on a return of capital), save that a transfer of ‘A’ Ordinary shares 
will not be permitted by the directors other than to a member of the holder’s immediate family or to family 
settlements. The holders of ‘A’ Ordinary shares may convert such shares into Ordinary shares at the rate of 
one Ordinary share for each ‘A’ Ordinary, subject to the further provisions of the Articles of Association and 
the Companies Acts.
 Share premium  
  The share premium reserve represents the difference between the issue price and the nominal value of 
shares issued.
 Treasury shares  
  On 22 February 2012 the Company acquired 500,000 Ordinary shares of 20 pence each and on 26 
March 2012 purchased 740,000 Ordinary shares of 20 pence each. These shares are held by the 
Company in treasury. The Company is not able to vote on the treasury shares and the treasury shares 
carry no right to receive any dividend or other distribution of assets other than in relation to an issue of 
bonus shares.
 Foreign currency translation reserve
  The foreign currency translation reserve is used to record exchange differences arising from the 
translation of the ﬁnancial statements of overseas operations.
 Retained earnings
  The retained earnings reserve represents the cumulative net gains and losses recognised in the 
Consolidated Income Statement and the Consolidated Statement of Comprehensive Income.
21  Related party transactions
 Identity of related parties
  The Group has a related party relationship with its subsidiaries and with its directors. A list of all the 
Group’s subsidiaries is shown in note 30.
  
 Transactions with related parties 
  The interests of the directors in the Ordinary share capital of the Company as at 31 May 2012 are shown in the 
Directors’ Report on page 17 as required by the FSA’s Disclosure Transparency rules.  74
Notes to the Consolidated Financial Statements
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
21  Related party transactions (continued)
  During the year the directors had declarable interests in contracts with the Company and its subsidiary 
undertakings as shown below. 
  (1) A lease dated 28 August 1979 between John H Haynes Developments Inc, (a company registered 
in California and controlled by JH Haynes) and Haynes North America Inc. of the premises situated at 
859 and 861 Lawrence Drive, Newbury Park, California which was amended on 1 May 2001, runs for 
a period of 5 years from that date, and is presently held over pending renewal. The annual rent for the 
year ended 31 May 2012 was $207,214 (2011: $207,214) or £130,111 (2011: £130,734) at the average 
exchange rate for the year. MEF Haynes is a Vice President of John H Haynes Developments Inc.
 
  (2) A lease dated 20 December 1993 between the Haynes Family Trust (of which JH Haynes is a trustee, 
and JHC Haynes and MEF Haynes are beneﬁciaries) and the Company of premises known as the 
“Sparkford Creamery” in Somerset for a term of 21 years at an annual rent, subject to revision every 3 
years and presently £64,544 (2011: £64,544).
  (3) During the year The Haynes Motor Museum Limited, (of which JH Haynes and MEF Haynes are 
directors) which is jointly owned by the Haynes International Motor Museum Charitable Trust and  
JH Haynes and AC Haynes undertook the following transactions with the Group:
Transactions 
2012
Balance at 
31 May 
2012
Transactions 
2011
Balance at 
31 May 
2011
£000 £000 £000 £000
Supply of conference facilities 61 11 1   
Purchase of books and manuals 14 (2) 16  3 
  
 JH Haynes and JHC Haynes are Trustees of the Charitable Trust.
 
  (4) On 22 July 2005 Haynes Developments Ltd, which is a company controlled by JH Haynes and AC 
Haynes, and of which JH Haynes and MEF Haynes are directors, sub-leased 600sq ft of ofﬁce premises 
on the main Sparkford site. The annual rent for the year ended 31 May 2012 was £3,688 plus service 
charge (2011: £3,688).
  (5) A tenancy of No 12 Ivel Gardens, Ilchester, owned by AC Haynes and let to the Company (at a 
monthly rental of £525 (2011: £525) plus outgoings) with Haynes Developments Ltd acting as agent for 
the lessor. As at 31 May 2012 the balance outstanding to Haynes Developments Ltd was £792 (2011: 
£900).
  Except as stated above, no directors were materially interested in contracts with the Company or any of 
its subsidiary undertakings.
Key management emoluments     
  The remuneration of the directors, who are the key management personnel of the Group is set out 
below in aggregate for each of the categories specified within IAS 24 ‘Related Party Disclosures’. 
Further information regarding the directors’ individual remuneration packages is provided in the audited 
part of the Board Report on Remuneration on pages 26 to 32.
2012 
£000
2011 
£000
Short term employee beneﬁts 1,328 1,437
Post employment beneﬁts 384 398 
1,712 1,835  75
22  Analysis of the changes in net funds 
As at 
1 June 
2011
£000
Cash flow
£000
Exchange 
movements
£000
As at 
31 May 
2012
£000
Cash at bank and in hand 5,383 (683) 75 4,775
23  Operating leases
  As at 31 May 2012 the Group had outstanding commitments for future minimum lease payments under 
non-cancellable operating leases, which fall due as follows:
Commitments under non-cancellable operating leases 2012
£000
2011
£000
Land and buildings:
Due within one year 133 154 
Due in the second to ﬁfth years 62 181 
195 335 
Plant and equipment:
Due within one year 100 91 
Due in the second to ﬁfth years 158 126 
258 217
 
453 552 
24  Capital commitments
  At 31 May 2012 the Group had the following capital commitments  for which no provision has been 
included in the Consolidated Financial Statements:
2012
£000
2011
£000
Contracted - 91 
25  Ultimate controlling party
  The ultimate controlling party is JH Haynes who has majority voting rights by virtue of his 55.9% 
beneﬁcial interest in the Ordinary shares of the Company. 76
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
2012 2011
£000 £000
Fixed assets
Note 29 Tangible assets 2,317 2,414 
Note 30 Investments in subsidiary undertakings 7,106 7,106 
9,423 9,520 
Current assets
Note 31 Debtors 233 672 
Cash at bank and in hand 20 61 
253 733 
Note 32 Creditors: amounts falling due within one year (620) (516)
Net current assets (367) 217 
Total assets less current liabilities 9,056 9,737
Note 34 Provisions for liabilities (301) (345)
Net assets 8,755 9,392
Capital and reserves
Note 35 Called up share capital 3,270 3,270
Note 36 Share premium 638 638
Note 36 Treasury shares (2,447) -
Note 36 Proﬁt and loss account 7,294 5,484
Shareholders’ funds 8,755 9,392
  The ﬁnancial statements were approved by the board of directors and authorised for issue on  
12 September 2012 and were signed on its behalf by: 
 
 
 JHC Haynes                                      E Oakley
 Director                                                   Director
Company Balance Sheet
At 31 May 2012 77
26 Principal accounting policies
 
 Basis of accounting 
  The ﬁnancial statements of the parent company, Haynes  Publishing Group P .L.C. have been prepared 
under the historical cost convention except for the treatment of certain ﬁnancial instruments and in 
accordance with applicable United Kingdom Accounting Standards and law. 
  The Company has taken advantage of the exemption available under FRS 8 and has not disclosed 
transactions with subsidiaries wholly owned by the Group.
 Foreign currencies 
  Transactions in foreign currencies are translated to sterling at the rate ruling on the date of the 
transaction. Exchange differences arising from the movement in rates between the date of transaction 
and the date of settlement are taken to the proﬁt and loss account as they arise. 
  At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies 
are translated at the rates prevailing on the balance sheet date.  
 Depreciation
  Depreciation is provided to write off the cost of tangible ﬁxed assets less any estimated residual values, 
by equal instalments over their estimated useful lives as follows: 
Freehold land Nil
Freehold buildings 40 years
Leasehold property The period of the lease
Plant and equipment 3 years to 10 years
 Taxation  
  Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the 
balance sheet date and that will result in an obligation to pay more, or a right to pay less tax, with the 
exception that deferred tax assets are recognised only to the extent that the directors consider that it is 
probable that there will be sufﬁcient taxable proﬁts from which the future reversal of the underlying timing 
differences can be deducted.
  
  Deferred tax is measured on an undiscounted tax basis at the tax rates that are expected to apply in the 
periods in which the timing differences will reverse.
 
 Leases  
  Operating lease rentals are charged to the proﬁt and loss account on a straight line basis over the life of 
the lease.   
  
 Retirement beneﬁts 
  The Company participates in a multi-employer deﬁned beneﬁt pension scheme based on ﬁnal 
pensionable pay where the assets of the scheme are held separately from those of the Company. 
The Company is unable to identify its share of the underlying assets and liabilities of the scheme on 
a consistent and reasonable basis and therefore, in accordance with FRS 17 ‘Retirement Benefits’, 
accounts for the scheme as if it were a defined contribution scheme. As a result, the amount charged 
to the profit and loss account represents the contributions payable to the scheme in respect of the 
accounting period. Details of the UK scheme are shown in Note 19 to the Consolidated Financial 
Statements.
Notes to the Company Accounts
Year ended 31 May 2012 78
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
26 Principal accounting policies (continued)
 Treasury shares
  Shares in Haynes Publishing Group P .L.C. held by the Company are classiﬁed as part of shareholders 
equity as treasury shares and are recognised at cost. The consideration received for the sale of shares 
held in treasury is also recognised in equity, with any difference between the proceeds from the sale of 
the shares and their original cost being taken directly to revenue reserves. No gain or loss is recognised 
in the Consolidated Statement of Comprehensive Income on the purchase, sale or cancellation of the 
treasury shares.
 Financial instruments 
  Financial assets and ﬁnancial liabilities are recognised on the Company’s Balance Sheet when the 
Company becomes a party to the contractual provisions of the instrument.
 Trade debtors   
 Trade debtors are not interest bearing and are stated at their nominal value.
 Trade creditors   
 Trade creditors are not interest bearing and are stated at their nominal value.  
 
 Investments 
 Investments in subsidiaries are held at historical cost less any provision for impairment.
27   Proﬁt of the parent company  
  As permitted by Section 408 of the Companies Act 2006, no Income Statement or Statement of 
Comprehensive Income of the  Company is presented as part of these ﬁnancial statements.
 
  The proﬁt dealt with in the Company accounts was £4.3 million (2011: £2.8 million) which includes 
dividends received from subsidiaries of £4.4 million (2011: £2.9 million). 
Employees 2012
£000
2011
£000
Aggregate remuneration of employees:  
Wages and salaries 393 415 
Employer’s social security costs 34 45 
Employer’s pension costs 15 26 
442 486 
  Two of the directors are employed by a subsidiary company based in the US, one director is employed 
by a subsidiary company based in the Netherlands and one director is employed by a subsidiary 
company based in the UK. In all cases the directors are remunerated by the subsidiary company only.
 
  Full details concerning the directors’ emoluments, pension entitlements and long-term incentive 
schemes are shown in notes 7 and 8 of the Board Report on Remuneration.
 Auditor’s remuneration 
 
  The fees payable by the Company to BDO LLP for work performed in respect of the audit of the 
Company was £34,850 (2011: £33,875). Fees paid to BDO LLP by the Company for non-audit services 
are not reported in these accounts as the information is disclosed in note 4 of the Consolidated Financial 
Statements.
Notes to the Company Accounts
Year ended 31 May 2012 79
28 Dividends
Amounts recognised as distributions to equity holders in the period:
2012
£000
2011
£000
 
Final dividend for the year ended 31 May 2011 of 9.5p per share   
(2010: 9.3p per share) 1,553 1,521 
Interim dividend for the year ended 31 May 2012 of 6.2p per share  
(2011: 6.2p per share) 937 1,014 
2,490 2,535 
Proposed final dividend for the year ended 31 May 2012 
of 9.5p per share (2011: 9.5p per share) 1,436 1,553
 The proposed ﬁnal dividend is subject to approval by shareholders at the Annual General  Meeting,
 to be held on 24 October 2012 and has not been included as a liability in  these ﬁnancial statements.
  On 22 February 2012 the Company purchased 500,000 of its ordinary shares and on 26 March 2012 
the Company purchased a further 740,000 of its ordinary shares to place in treasury. As the Company is 
not entitled to vote or receive a dividend on the shares held in treasury, the interim dividend for the year 
ended 31 May 2012, which was paid on 11 April 2012, was based on 15,111,540 shares and not the full 
shares in issue of 16,351,540.
29 Tangible ﬁxed assets
Land and buildings
Freehold
Short
leasehold
Plant and
equipment Total
£000 £000 £000 £000
Cost at 1 June 2011 4,003  97  104  4,204 
Additions -    -    -   - 
Cost at 31 May 2012 4,003 97 104 4,204
Accumulated depreciation at 1 June 2011 1,609  84  97  1,790 
Charge for year 92 5 - 97
Accumulated depreciation at 31 May 2012 1,701 89 97 1,887
Net book value at 31 May 2012 2,302 8 7 2,317
Net book value at 31 May 2011 2,394  13  7  2,414 
  The depreciation charge on freehold buildings is calculated on buildings with an original cost of 
£3,613,000 (2011: £3,613,000). There were no assets ﬁnanced through ﬁnance leases or hire purchase 
arrangements during the current or prior year.
30 Investment in subsidiary undertakings
Shares in
subsidiary
undertakings
Loans to 
subsidiary
undertakings Total
The Company
£000 £000 £000
Cost and carrying value at 1 June 2011 
and 31 May 2012 7,106 – 7,106 80
Notes to the Company Accounts
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
30 Investment in subsidiary undertakings (continued)
 
  As at 31 May 2012 there were the following principal subsidiary undertakings. Except as indicated all 
subsidiaries are wholly owned,  within the Group and all with ﬁnancial year-ends of 31 May:
Country of incorporation, 
registration and operation
J H Haynes & Co Ltd (Publisher) United Kingdom
J H Haynes (Overseas) Ltd (Holding Company) United Kingdom
Haynes North America, Inc (Publisher)* USA
Haynes Manuals, Inc (Book distributor)* USA
Odcombe Press LP (Printer)* USA
Haynes Publishing Nordiska AB (Sales and marketing) Sweden
Vivid Holding BV (Holding) The Netherlands
Vivid Automotive Data & Media BV (Data production,  
IT development and sales)* The Netherlands
Vivid Automotive Data (UK) Ltd (Data production)* United Kingdom
Vivid Automotive Data Espana SL (Sales)* Spain
Vivid Italia srl (Sales)* 
[1]
Italy
Vivid Automotive Data srl (Data production and IT development)* Romania
 As at 31 May 2012, there were the following dormant subsidiary undertakings, all wholly owned  
 within the Group: Camway Autographics Ltd, *Haynes Garages Ltd, GT Foulis & Co Ltd, Oxford 
 Illustrated Press Ltd, Patrick Stephens Ltd, *Camelot Inc, *Odcombe Press (Nashville) Inc,  
 *E-Commerce Management Ltd, *Vivid Automotive Data Publishing Ltd and *Partsdoc Holding BV.
 
 
[1]
 Through Vivid Automotive Data & Media BV the Group has a 60% interest in the equity of Vivid 
 Italia srl (2011: 60%). 
 
  * Shares of those subsidiaries marked with an asterisk are held by subsidiary undertakings. All other   
shares are held by the Company.
31 Debtors
Amounts falling due within one year: 2012
£000
2011
£000
Amounts owed by subsidiary undertakings 
195 630 
Other debtors and prepayments
38 42 
233 672 
32 Creditors
Amounts falling due within one year: 2012
£000
2011
£000
Trade creditors
15 20 
Amounts owed to subsidiary companies
230 64 
Other taxes and social security costs
3 3   
Other creditors and accruals
372 429 
620 516
  Details of the security held against the Company’s bank overdraft facility are detailed in note 15 to the 
Consolidated Financial Statements. 81
33   Financial risk management, objectives and policies
  Note 18 to the Consolidated Financial Statements provides details of the Group’s ﬁnancial risk 
management, objectives and policies. These policies also apply to the Company. 
 Financial assets  
  As at 31 May 2012 the Company had ﬁnancial assets totalling £20,000 (2011: £61,000) of which £nil 
was held in Euro’s (2011: £3,000) and £20,000 was held in Sterling (2011: £58,000). 
  
 Fair value of ﬁnancial assets and liabilities  
  There are no material differences between the carrying value and the fair value of the ﬁnancial assets and 
liabilities.
34 Provisions for liabilities
2012 
£000
2011 
£000
Deferred taxation:
Balance at 1 June 345  388 
Transfer to proﬁt and loss account (44) (43)
Balance at 31 May
301 
 345 
Being: 
Accelerated capital allowances 310 355 
Other short-term timing differences (9) (10)
Provision for deferred tax
 301
 345 
Analysed in the balance sheet as follows:  
Provision for liabilities 301  345
 
  The deferred tax provision arises as a result of timing differences between the treatment of certain items 
for tax and accounting purposes.
35  Share capital
2012 
No
2011 
No
2012 
£000
2011 
£000
Allotted, called up and fully paid:
‘A’ Ordinary shares of 20p 9,000,000  9,000,000  1,800  1,800
Ordinary shares of 20p 7,351,540  7,351,540  1,470  1,470
 16,351,540  16,351,540  3,270  3,270  
  The 31 March 1982 share price for capital gains tax purposes is 125p and after adjusting for the 1989  
(1 for 1) and 1993 (1 for 2) capitalisation issue this becomes 41.67p. At 31 May 2012 the share price was 
180p (2011: 247p), with a high of 255p (2011: 280p) and a low of 180p (2011: 200p) for the ﬁnancial year. 82
Notes to the Company Accounts
Year ended 31 May 2012
Financial Statements
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2012
35  Share capital (continued)
  Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per share where 
a matter is decided other than on a show of hands. Both classes of share rank ‘pari passu’ (including any 
distribution by way of dividend and on a return of capital), save that a transfer of ‘A’ Ordinary shares will not be 
permitted by the directors other than to a member of the holder’s immediate family or to family settlements. 
The holders of ‘A’ Ordinary shares may convert such shares into Ordinary shares at the rate of one Ordinary 
share for each ‘A’ Ordinary, subject to the further provisions of the Articles of Association and the Companies 
Acts.
  On 22 February 2012 the Company acquired 500,000 Ordinary shares of 20 pence each and on 26 March 
2012 purchased 740,000 Ordinary shares of 20 pence each. These shares are held by the Company in 
treasury. The Company is not able to vote on the treasury shares and the treasury shares carry no right to 
receive any dividend or other distribution of assets other than in relation to an issue of bonus shares.
36  Reconciliation of movement in shareholders’ funds
Share
capital
£000
Share 
premium
£000
Treasury 
shares
£000
Proﬁt and 
loss
account
£000
Total
£000
Balance at 1 June 2010 3,270  638 - 5,218  9,126 
Proﬁt for the period -    -   - 2,801  2,801 
Dividends (note 28) -    -   - (2,535) (2,535)
Balance at 1 June 2011 3,270  638 - 5,484  9,392 
Proﬁt for the period - - - 4,300 4,300
Dividends (note 28) - - - (2,490) (2,490)
Treasury shares - - (2,447) - (2,447)
Balance at 31 May 2012 3,270 638 (2,447) 7,294 8,755
37  Retirement beneﬁts
  The Company is a member of a larger UK group wide pension scheme providing beneﬁts based on ﬁnal 
pensionable pay. As the Company is unable to identify its share of the scheme assets and liabilities on 
a reasonable and consistent basis, the Company is permitted under FRS 17 ‘Retirement Benefits’ to 
account for the scheme as if it were a defined contribution scheme. 
 
  Details of the UK scheme are detailed in note 19 to the Consolidated Financial Statements and whilst 
reported under IAS 19 are not in the directors opinion significantly different to the FRS 17 values.
  The contributions paid by the Company into the scheme during the year amounted to £15,000  
(2011: £26,000).
38  Leases
Annual operating lease commitments:
2012 
£000
2011
£000
Land and buildings:
Leases expiring between 2 and 5 years 65 65  83
Financial Calendar and  
Shareholder Information
Calendar for financial year ended 31 May 2013
Interim statement      January
Interim dividend paid      April
Company year-end      31 May
Announcement of annual results and proposed final dividend     August
Annual General Meeting      October
Final dividend paid      October
 
Analysis of shareholders as at 31 May 2012  
Type of    Number of  Total
shareholder    shareholders shareholdings 
 
Commercial and industrial companies   24   157,187 
Directors beneficial / connected / non-beneficial   6    10,577,567 
Nominee companies     97   1,680,694 
Private holders     428    1,489,533 
Investment trusts and funds    11    1,206,559 
Shares held in treasury     1    1,240,000 
     567    16,351,540 
Share registrars  
Website:  www.capitaregistrars.com
Investors  
Company website:  www.haynes.co.uk/investor
Share price:  www.londonstockexchange.com (code: hyns)   Haynes Publishing Group P .L.C.