For immediate release |
15 September 2008 |
The issuer has made the following amendment to the 'Preliminary Results' announcement released on 15 September 2008 at 7.00 am under RNS number 3930D.
'The final dividend is proposed to be paid on 12 November 2008 to all shareholders on the register at the close of business on 26 September 2008.'
A full corrected version of the announcement is set out below:
HARGREAVES SERVICES PLC
(the 'Company' or the 'Group')
Preliminary results
for the year ended 31 May 2008
Hargreaves Services plc (AIM: HSP), a leading supplier of products and services to the energy, mineral and waste sectors announces its preliminary results for the year ended 31 May 2008.
HIGHLIGHTS
|
Year ended 31 May 2008 |
Year ended 31 May 2007 |
Change % |
Revenue |
£404.9m |
£240.1m |
+69% |
Operating Profit |
£22.1m |
£9.9m |
+123% |
Underlying Operating Profit (1) |
£23.6m |
£10.8m |
+118% |
Profit Before Tax |
£17.9m |
£9.6m |
+86% |
Underlying Profit Before Tax (2) |
£19.0m |
£10.2m |
+86% |
Diluted EPS |
46.7p |
26.3p |
+78% |
Underlying Diluted EPS (2) |
51.1p |
28.8p |
+77% |
Proposed Full Year Dividend |
10.3p |
9.0p |
+14% |
Record results ahead of expectations
Strong organic growth and operating margin progression across all divisions
Positive cash generation in second half reduced net debt by £10.7m to £46.2m
Recoverable coal reserves substantially increased, extending the potential life of Maltby Colliery from 2017 by up to 8 years
Well-positioned to progressively benefit from increases in world coal and coke prices over the next three years
Strong order book and forward revenue visibility. Good prospects for further organic growth in all divisions
Three acquisitions were completed in the year to complement and broaden the Group's product and service offering
All acquisitions have now been integrated into the Group and are performing well
(1) Underlying Operating profit is stated excluding the amortisation of acquired intangibles and release of negative goodwill and including share of profit in joint ventures and associates as shown in the table below
(2) Underlying Profit before tax and EPS are stated excluding the amortisation of acquired intangibles and release of negative goodwill
Commenting on the preliminary results, Chairman Tim Ross said: 'Hargreaves is well positioned in the resilient energy, waste and mineral sectors, dealing primarily with large blue chip customers. The Group continues to have a strong forward order book providing future earnings visibility and expects, over the next three years, to benefit significantly from the substantial increases in coal and coke prices experienced over the last twelve months.'
For further details:
Hargreaves Services Gordon Banham, CEO Iain Cockburn, Finance Director |
0191 373 4485 |
Buchanan Communications Tin Anderson, Catherine Breen |
0207 466 5000 |
Brewin Dolphin Investment Banking Andrew Kitchingman |
0113 241 0130 |
CHAIRMAN'S STATEMENT
Results
I am pleased to report that the Group has completed a very successful year and delivered another set of record results with revenue, profit and margins improving in all divisions. Revenue for the year was £404.9m, an increase of 69% on the prior year. Underlying profit before tax for the year increased 86% from £10.2m to £19.0m. Profit before tax for the year increased by 86% from £9.6m to £17.9m.
In addition to exceeding a challenging set of operational and financial targets the Group has also completed three acquisitions in the period - Imperial Tankers in September 2007, AJS Contracts in March 2008 and Maxibrite (through Coal4Energy) in April 2008.
We are reporting our full year audited results for the first time under International Financial Reporting Standards as adopted by the EU ('Adopted IFRS').
Potential Mine Life Extension
The Group purchased Maltby Colliery, the last coking coal mine in the UK, in February 2007 with a view to securing supply of coking coal for its Monckton coke works. When the colliery was purchased from UK Coal plc the estimated mine life extended to 2015.
In light of the current coal prices, the Board commissioned a technical and feasibility study to identify opportunities to extend the life of the mine. This has confirmed that changes to the current mining plans could provide access to additional reserves that would allow the mine life to be extended as far as 2025. These changes would involve a further acceleration of face development and preparation ('drivage') rates to maximise the coal reserves accessible in the current Parkgate seam, combined with a plan to access specific areas of the Thorncliffe seam which is 25 metres below the Parkgate seam. On the basis of being able to achieve a satisfactory price level, these changes could allow the Group to maintain current production levels until 2025. A detailed business plan is now being developed to support the investment in headcount and equipment.
Dividend
The Board is recommending a final dividend of 7.0 pence per share bringing the dividend for the year to 10.3 pence per share. The final dividend is proposed to be paid on 12 November 2008 to all shareholders on the register at the close of business on 26 September 2008.
Staff
The Group now employs over 2,200 people and is proud of its committed and hard working staff. We have launched our third Save as You Earn Scheme and now have 571 staff members engaged with at least one scheme. The Group remains committed to Health and Safety and significant effort has been devoted to developing safety systems across the Group.
Board Changes
As previously reported, Peter Dillon retired as Finance Director on 31 December 2007 and was replaced by Iain Cockburn. The Board would again like to thank Peter for his loyal service and acknowledge the significant contribution that Peter has made to the development of the Group and its flotation on the London Stock Exchange.
Outlook
Hargreaves is well positioned in the relatively resilient energy, waste and mineral sectors, dealing primarily with large blue chip customers. The Group continues to benefit from a strong forward order book providing future earnings visibility and expects, over the next three years, to benefit significantly from the substantial increases in coal and coke prices experienced over the last twelve months. The Board views the current year with confidence and expects to build on the track record of strong growth that has been established since flotation.
GROUP BUSINESS REVIEW
Overview
This has been a pivotal and high growth year for Hargreaves. This growth reflects solid organic progress in all divisions as well as the recent acquisitions of Maltby Colliery and Imperial Tankers. We have been particularly pleased with the success achieved by our German team.
Segmentation
The Group has reviewed its operations and will be making a change to the way the business will be reported and segmented to follow the way in which the business is being organised and managed.
We have settled on a structure of four divisions:
Production Division - comprises Maltby Colliery and the Monckton Coke and Tyre Shredding operations that were previously reported separately under the Maltby and Monckton segments.
Industrial Services Division - no change and will continue to comprise of our material handling and site service operations, the bulk material warehousing operation and the newly acquired AJS Contracts.
Energy and Commodities Division - previously the Minerals Division.
Transport Division - no change and will continue to comprise the bulk material, bulk liquid and waste transport operations.
We have changed the name of the former Minerals segment to reflect an increasing focus on a broader offering of mineral commodities and on the energy sector. This reflects a growing demand for renewable fuels and energy sources and the anticipation of a greater role to be played by our RocFuel and RocPower operations.
Although we are reporting a combined Production Division, for transition purposes, we have reported both the Monckton and Maltby unit numbers in addition to those of the overall Production division.
Macro-Economic Environment
Our exposure to the mineral, waste and energy sectors provides the Group with a degree of resilience to economic and other cyclical factors.
Coal prices have increased during the year. The benchmark API2 coal price increased from $72 per tonne at the start of the year to close the year at $158 per tonne. At the date of this report the index stood at approximately $180 per tonne. Importantly for the Group, international coke prices have increased even more significantly than coal prices. This has been driven by a combination of increased raw material (coal) cost, increased Chinese export taxes and limited availability of supply driven by the surging domestic demand for coke in China, India and other developing nations.
Whilst commodity price rises bode well for the longer term performance of the Production Division, the majority of coal and coke produced by the Group is sold under long term contract. The Group is however very well positioned to benefit from increases in the world coke prices as its coke contracts are renewed over the next two years.
Hargreaves' bulk material transport operations have limited exposure to the aggregates and construction sector. The Group's scale and diversified customer base combined with a backbone of group controlled transport flows is a resilient transport formula. The strategy of combining sub-contract vehicles with own fleet increases its flexibility.
The exposure of Hargreaves' transport and mineral handling operations to fuel price increases is mitigated through the use, wherever possible, of index linked contracts. The Group aims to have monthly indexation provisions within these contracts to cater for volatility in fuel prices. The Imperial Tankers operation, acquired during the year, had traditionally operated on quarterly indexing. The majority of their contracts have now been converted to monthly indexation to minimise exposure to fuel price movements.
FINANCIAL RESULTS
Hargreaves has continued to show strong trading performance and strong growth. Revenues for the full year increased by 69% from £240.1m to £404.9m. Underlying operating profit increased by 118% from £10.8m to £23.6m. Operating profit increased from £9.9m to £22.1m. Group operating margin increased from 4.3% to 5.5%.
The principal drivers of the organic growth were the impact of increased commodity prices on the minerals trading operations and strong volume growth in the German minerals operation. Due to the long term contracts covering the bulk of the outputs, revenues from Maltby did not benefit significantly from the increased commodity prices in the year to 31 May 2008. Although Monckton revenues benefited from increased prices, the hedges that were in place to protect the margin on specific contracts mitigated much of the margin benefit. As discussed below, we would expect Monckton to start to benefit from the increased prices during the second half of the current financial year.
Reconciliation of operating profit to underlying operating profit, by segment is as follows:
|
|
Energy & Commodities |
Industrial |
Transport |
Production |
Total |
|
|
2008 |
2008 |
2008 |
2008 |
2008 |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Segment operating profit |
|
7,599 |
1,644 |
3,219 |
9,665 |
22,127 |
|
|
|
|
|
|
|
Intangible amortisation and release of negative goodwill |
|
(17) |
972 |
209 |
- |
1,164 |
|
|
|
|
|
|
|
Share of profit in |
|
213 |
- |
- |
- |
213 |
- associates |
|
49 |
- |
- |
- |
49 |
|
|
|
|
|
|
|
Underlying operating profit |
|
7,844 |
2,616 |
3,428 |
9,665 |
23,553 |
|
|
|
|
|
|
|
|
|
Energy & Commodities |
Industrial |
Transport |
Production |
Total |
|
|
2007 |
2007 |
2007 |
2007 |
2007 |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Segment operating profit |
|
3,402 |
395 |
2,100 |
3,994 |
9,891 |
|
|
|
|
|
|
|
Intangible amortisation and release of negative goodwill |
|
(84) |
685 |
- |
- |
601 |
|
|
|
|
|
|
|
Share of profit in |
|
215 |
- |
55 |
- |
270 |
- associates |
|
56 |
- |
- |
- |
56 |
|
|
|
|
|
|
|
Underlying operating profit |
|
3,589 |
1,080 |
2,155 |
3,994 |
10,818 |
|
|
|
|
|
|
|
REVIEW OF OPERATING PERFORMANCE
References in this section are total revenue before deduction of inter segment revenue. Further revenue analysis is included in note 2.
Production Division
Production division gross revenues increased from £39.6m to £84.3m due mainly to the acquisition of Maltby Colliery in February 2007. Operating profit for the division increased by £5.7m to £9.7m, again this reflects a first full year of contribution from Maltby Colliery.
Production Division - Maltby
Over the year the mine performed largely in line with financial expectations. Production at just over 1 million tonnes was lower than projected, although the combination of a tight control on costs and a greater proportion of higher value coking coal in the product mix helped to maintain the forecast profitability. The revenue for the mine was £47.8m compared to £12.1m in the three months ended 31 May 2007. Operating profit for the mine in the last year was £6.3m compared to £1.2m in the three months to 31 May 2007.
As reported in the Interim Statement, Maltby had a challenging first half due to reliability issues with the face equipment acquired with the mine as it worked the T9's long wall to completion. The face change from T9 to T22 in January 2008 took place without incident reflecting the expertise and commitment of the team. In the second half the mine performed strongly and recovered some of the production shortfall from the first half.
All Power Station Fuel ('PSF') produced at Maltby continues to be supplied to Drax under the supply agreement signed when the mine was acquired. Drax have exercised their option to extend the contract by a further year. The Group is continuing discussions with Drax to agree the phasing of this tonnage. Monckton continues to purchase the coking coal that is produced at Maltby. The mined coal fines which cannot be used as coking coal or PSF and the fines which are recovered from the surface ponds at Maltby continue to be sold to a variety of customers. A number of new contracts for coal fines have been signed in the year. The Group estimates that 1.5m tonnes of surface coal fines can be recovered from the site and efforts will continue to maximise recovery and sale effort.
In line with the plans set out at the acquisition of the mine, a new set of face equipment has been ordered and delivered and is being installed on the new T11 face which is due to commence production at the end of this calendar year. Given the experience on the recent T9 production face and the intention to extend the length of faces to maximise accessible reserves, the Group has significantly upgraded the specification of this equipment. Although this will raise the forecast capital cost for the new face equipment from around £7m to £10m, the Group is confident that the increased costs will be justified by greater future production reliability and longer mine life.
The mine has continued to yield significant quantities of methane gas which is recovered and combusted on site to produce electricity. The mine has ordered a sixth gas engine which should produce an additional 1.4 MW with a current import value of approximately £0.7m annually. This should be running by March 2009.
When the mine was purchased, the expected mine life was 8 years through to 2015. In the Interim Statement we announced that we had accelerated development drivage and were confident that mine life would be extended to 2017. We also stated that we would undertake feasibility studies on further extension.
These feasibility studies have now been completed and reviewed by the Board and external consultants. The Board has concluded that it is technically feasible to access additional reserves of coking coal both on the current Parkgate seam and the Thorncliffe seam which runs 25 metres below the Parkgate.
Plans to access the additional reserves will rely on investment in additional development drivage equipment, high specification coal face equipment and additional resources. We are currently developing the detailed business plans to facilitate the extension.
Production Division - Monckton
Gross revenues for Monckton increased from £27.4m to £36.5m, an increase of £9.1m. A significant proportion of the revenue improvement related to contracts for which hedges were in place to protect the margin and as a result the revenue improvement was offset by and equally and opposite increase on cost. Operating profit increased from £2.8m to £3.3m, an increase of £0.5m or 17%.
The Monckton coke operation performed well this year, particularly in the latter half of the year as higher prices have started to filter through on sales of electricity, by-products and a small amount of un-contracted coke tonnage. World coke prices continue to rise and indeed over the last 12 months have risen considerably more than coal prices. Just over half of the output from Monckton is sold on annual fixed price contracts. The balance is sold on a five year contract, expiring June 2010, where the price has been fixed through the use of hedging instruments (a provision for the fair value of which is included on the balance sheet under Adopted IFRS). When these contracts are renewed the Group should be able to access world coke prices which are up to £100 per tonne above the current prices.
Monckton has also benefited from improved electricity and by-product pricing which should benefit performance significantly in the coming year.
The Group continues to progress the project to re-commission 9 ovens which have not been operated for some 20 years. This project will increase the capacity of Monckton by approximately 20% and will allow Monckton to fulfil a greater portion of its customer requirements directly. The project is estimated to cost around £10m and will be subject to environmental and planning consents. This is anticipated to take upwards of one year.
Monckton's tyre shredding operation has had a challenging first full year. As reported in the Interim Statement, good progress has been made with the sourcing of tyres and the efficiency of the plant's operations. A new contract was agreed with Goodyear that will give the plant access to truck tyres from September 2008. The losses at Monckton Rubber Technologies ('MRT') of £0.95m have offset the benefit from the increased and un-hedged coke prices and has resulted in the overall operating margin dropping from 10.3% to 9.1%. The management team at MRT are testing new equipment to clean rubber contamination from the waste wire to access significantly higher scrap metal prices for this waste product. The Group believes that, together with the improvements that have taken place to date, this would bring the plant into profitability.
Energy and Commodities Division
The Energy & Commodities Division had a very strong year. Gross revenues increased by 66% from £140.5m to £233.3m, driven largely by increases in commodity prices and a strong growth in volume through the German minerals business.
Underlying operating profit for the division increased by 119% from £3.6m to £7.8m. Operating profit for the division increased from £3.4m to £7.6m. Underlying operating margin improved from 2.6% to 3.4%. This improvement primarily reflects success in finding additional sales opportunities for the coal fines recovered at Maltby together with strong margin performance from the German business.
In its first full year of business the German minerals business has generated revenues of £111.7m. The team is based in Duisburg and has grown to 12 staff.
The UK minerals business continues to trade strongly. Following the year end the division entered into a joint venture at Immingham docks to consolidate its port storage and handling operations with those of Oxbow Coal Limited ('Oxbow'), a subsidiary of Oxbow Inc, the leading US minerals trading group. This joint venture should allow both Hargreaves and Oxbow to extract synergies from the combination of resources and skills and from the resulting cost synergies and efficiencies offered by the increased scale of operation. Although revenues from the UK operations increased, the volume of coal sold through the UK minerals operation in the year was 350,000 tonnes less than the prior year due to strategic stocking of coal by a customer in the prior year.
The Hargreaves Building Products group that comprises the ash disposal businesses (Hargreaves Building Products Limited and Hargreaves Coal Combustion Products Limited) and Lytag distribution business (Lytag Limited) performed satisfactorily over the year, although profits were lower than the prior year due to expenses incurred in evaluating the potential to build Lytag production facilities.
We have decided against making the substantial investments necessary in Lytag production facilities at this time. The Group will instead focus on ash disposal. As a result of this decision, following the year end, the Board concluded a reorganisation of its interests in its building products group. We have effectively disposed of our 50% interest in the Lytag business in return for the purchase of an additional 25% of the ash business operation of Hargreaves Building Products Limited and the cancellation of outstanding deferred consideration from the acquisition of the additional 25% shareholdings in Hargreaves Building Products Limited and Lytag Limited that took place in October 2007. The reorganisation had no material cash effect for the Group.
Coal4Energy has traded very strongly throughout the year and on 2 May 2008, acquired Maxibrite Limited with a view to adding Maxibrite's products to the Coal4Energy portfolio and driving synergy gains from the customer base and sales teams.
Our RocFuel joint venture signed its first material supply contracts. In addition to creating the first revenue and margin opportunities for the business, this activity has also generated business for the Transport Division.
Industrial Services Division
The Industrial Services business had a solid year. Gross revenues increased from £26.8m to £47.1m reflecting the first full year of Norec results. Underlying operating profit for the Division increased from £1.1m to £2.6m, an increase of 142% while underlying operating margin improved from 4.0% to 5.6%. Operating profit increased from £0.4m to £1.6m
The business made steady progress and has won a number of new contracts with new and existing customers during the year. New contracts include both the renewal of existing activities and extension to include other site services for British Energy at Eggborough. Success at Eggborough has also led to an extension of the contact to cover other site services. Contracts to support the FGD plants at Ferrybridge and Rugeley have been won, together with a contract to operate a coal cleaning plant for UK Coal at Thoresby Colliery.
The bulk warehousing operation at Killingholme (acquired from Simons Distribution in April 2007) has continued to perform strongly, exceeding expectations, and has been fully integrated into the Industrial Services Division.
The acquisition of AJS Contracts Limited on 3 April 2008 expands the Division's service offerings and customer base. The integration of AJS is progressing well and a new general manager has recently been engaged to oversee the development of the business. In addition to tendering for work at Monckton and Maltby, AJS is already working on a number of new tenders in respect of both new and existing customers.
Transport Division
Transport Division gross revenues have increased by £19.2m from £56.4m in the prior year to £75.6m. Underlying operating profit increased by 59% from £2.2m to £3.4m. Operating profit increased from £2.1m to £3.2m. Underlying operating margin improved from 3.8% to 4.5%.
The main driver for the increases in revenue and profitability was the acquisition of Imperial Tankers on 28 September 2007. The increase in specialist bulk tanker revenues in the mix of the Division's revenues was the key driver of the improvement in operating margin. The tanker operations continue to trade well. The integration of Imperial with the Hargreaves Bulk Liquid Transport business is now well advanced and the Group should benefit from the resulting cost savings and synergies in the upcoming year. The combined tanker operation will be operating under the Imperial Tankers banner.
Our bulk tanker operations specialised in the transportation of hazardous chemicals, pressurised gases, petroleum products and controlled liquid waste. These sectors continue to generate strong volumes and a significant portion of this work is undertaken under long term contracts. Many of the contracts that were acquired with the Imperial business had been operated under quarterly fuel indexing. Whilst quarterly indexing protected longer term margins, there has been a consistent lag effect over the period which resulted in approximately £0.3m of additional fuel expense. All major contracts have now been renegotiated onto a monthly indexing basis.
The Waste transport operation had a challenging first half due to changes in the patterns of waste flows on both the Barnsley and Cheshire contracts. Both these contracts have now concluded. A compensation claim for Barnsley in the region of £0.25m has been awarded. Compensation discussions for the Cheshire contract are ongoing. No provision has been made for any recoveries at this stage. On the positive side, the waste transport business has won a 5 year contract in Lincoln and continues to operate its other contracts. The Group appointed a new general manager for the Waste transport business in May 2008 and will be looking for additional opportunities to expand the business.
The bulk materials operation performed well during the year, particularly given the challenging trading conditions and the margin pressure at the aggregate operations at Tarmac and Darrington Quarries. Activity levels in the coal and biomass markets remain buoyant. The bulk materials fleet continues to benefit from the strong pull through in the Group's material movements. The existence of a large sub-contract element has allowed the Group a greater degree of operational flexibility than many of the Group's smaller competitors. Whist the current environment does not present much opportunity for organic growth in the coming year, we are confident that the business unit is well placed to weather the challenges in the sector.
FINANCIAL REVIEW
Revenue
Group revenue for the year was £404.9m compared to £240.1m for the previous year, an increase of 69%. The key drivers of organic growth came from the Energy and Commodities Division both in the UK and Germany.
Operating Profit and Margins
Operating profits increased in each of the divisions of the Group with the most significant organic increase coming in Energy and Commodities from the rapid growth of the German operation. The addition of a full year of activity from Maltby Colliery contributed an additional £5.1m of operating profit compared to the prior year. The increase of Maltby profits in the revenue mix and the improved margins from the UK mineral operations were the major drivers of improvement in overall Group underlying operating margin from 4.3% to 5.5%.
Interest
The net interest charge for the Group was £4.5m compared to £0.6m for the previous year. The increase in interest reflects the higher average debt levels following recent acquisitions and the higher Group working capital requirements. The prior year charge is stated after offsetting credits amounting to £1.1m relating to fair value gains on interest and foreign exchange swaps.
Profit Before Tax
Underlying profit before tax increased from £10.2m to £19.0m. Reported Profit before tax increased from £9.6m to £17.9m.
Taxation
The tax charge in the year was £5.2m compared to £3.1m in the previous year. The effective tax rate fell slightly from 32.6% in the prior year to 29.0% due to reductions in the UK and German corporate tax rates.
Earnings Per Share
Basic earnings per share for the year were 46.7 pence (2007 26.3 pence) and diluted earnings per share were 45.7 pence (2007 26.2 pence) Underlying diluted earnings per share, after adding back amortisation of acquired intangibles, increased by 77% from to 51.1 pence. Earnings per share arose entirely from continuing operations.
Dividend
The Board has recommended a final dividend of 7.0 pence (2007 6.0 pence) bringing the proposed dividend for the full year to 10.3 pence, an increase of 14.4% in the total dividend for the year . The proposed dividend is covered 4.5 times by underlying earnings (2007 2.9 times).
BALANCE SHEET REVIEW
Net Assets
Net assets increased from £41.0m at 31 May 2007 to £48.1m at 31 May 2008. Stripping out the provision for the fair value of financial instruments that we use to hedge coal and coke contracts, the underlying net assets increased by £17.2m in the year from £41.1m to £58.3m.
Net tangible fixed assets increased by £3.1m from £63.2m to £66.3m. Working capital increased £16.2m over the year as a result of the investment in coal face drivage and preparation at Maltby, increased trading activity in Germany, the addition of the Imperial Tankers business and the general impact of increased commodity prices.
Net stocks increased by £8.5m from £35.0m to £43.5m, of which £28.2m related to highly liquid coal and mineral stocks. Work in progress at the Maltby mine amounted to £8.2m. Over the next two years this is expected to increase by approximately £6m as drivage rates are pushed to 100 metres per week to support the mine life extension.
Trade debtors increased by £9.1m from £31.1m to £40.2m. Trade debtor days continued to improve and were 36.7 days at the end of the year, down from 39.7 days at the end of the prior year. Trade creditors increased by only £2.0m from £22.5m to £24.5m reflecting the tighter trade terms on the increasing mix of imports from China. During the year we also switched some extended trade credit to more cost effective import facilities offered by banks. Working capital is core to our business and we remain focussed on managing it effectively and efficiently.
Net Debt
Group net debt, comprising cash and cash equivalents, bank overdraft, other interest bearing loans and borrowings. was £46.2m, an increase of £7.8m from the £38.4m reported at 31 May 2007 and a reduction of £10.7m from the £56.9m reported at the half year. The gearing ratio of the Group at 31 May 2008 (expressed as net debt divided by net equity) was 96% compared to 133% at the half year and 94% at 31 May 2007. The acquisitions of Imperial Tankers and AJS in the year added £13.0m of net debt to the Group balance sheet.
Cash Flow
Cash flow generated from operating activities (before interest and income tax paid) was £23.6m in the year compared to £8.4m in the previous year. The strong second half cash flow also benefited from assets sales of £0.6m and the slippage of approximately £1.5m of capital expenditure into the first quarter of the following year.
Cash flow generated from operations included an £11.3m outflow relating to an increase in working capital reflecting increased trading levels compared to the prior year, both as a result of the volume of trade and the impact of increased prices of coal, coke and other mineral prices on all elements of working capital.
There will continue to be an element of seasonality in our working capital levels with a tendency to build coal stocks over the first half and reducing stocks over the second half. This has been particularly prevalent since we commenced buying coal from Norway (Spitsbergen) which is shipped in large 70,000 tonne consignments and needs to be purchased before the ports become iced for the winter. We are planning to purchase an additional two shipments this season compared to the prior year. In the six months to 30 November 2008 we will build a stock of product for Monckton to fulfil an exceptionally large export order in December. In keeping with prior practice, the Group will also be building an extra safety stock of coking coal in the last calendar quarter to protect Monckton from any supply disruption during the planned face change at the mine at the end of the year. Although these factors will combine to increase working capital and net debt in the first half, these positions will have unwound by the end of the next financial year. The Board is comfortable that we have the facilities in place to fund these requirements.
Acquisitions resulted in net cash outflows of £8.9m reflecting the cash acquisition cost of Imperial Tankers and AJS.
Capital expenditure
Net capital expenditure for the year was £4.4m compared to £7.9m in the prior year. The depreciation charge for the year was £11.0m (2007 £5.0m). The decrease over the prior year reflects capital expenditure immediately following the Maltby acquisition in February 2007 and lower than expected capital expenditure in the second half of the year. A number of scheduled fleet replacements were delayed to June and July of this year which resulted in capital expenditure being approximately £1.5m less than expected.
Following the year end the Group has completed the scheduled acquisition of a new set of face equipment for the Maltby Colliery. Although this was anticipated at the time of the acquisition, the specification of the equipment has been significantly increased to provide greater operational reliability and to deal with the much longer face runs that are planned to support the mine life extension. There will also be a consequent increase in the total capital cost from around £7.0m to £10.0m.
FUTURE STRATEGY AND OUTLOOK
Production
At Maltby we will continue to work towards securing the extension of the mine life. The key short term challenge will be to look at investments that will take the development drivage rates up to 100m per week. Over the coming 12 months, we will also be looking at investments to increase the amount of methane that can be recovered from the mine with a view to adding further methane gas engines. The objective will be to increase generation to a level where the mine is self sufficient in electricity.
We will continue to recover the coal fines for supply to the Energy and Commodities Division and are actively looking at plans that will allow us to increase annual production.
In light of the current coke prices, including contracts already signed that came into effect on 1 January 2008, the outlook for the coke operations over the next three years is very positive. At Monckton the key strategic opportunity will be the re-commissioning of the extra ovens, a project that will be progressed as quickly as possible.
We will continue to review and push progress at Monckton Rubber Technologies. The outlook for the plant will be greatly improved if the current initiatives to add value to the waste wire are successful. We would not envisage investing in any further capacity.
Energy & Commodities Division
In the coming months we will seek to build on the resources, relationships and product flows that have been laid down in Europe by our German team. This will include reviewing the opportunities for acquiring transport or port assets in the medium term to start to build an integrated model similar to the model we operate in the UK. In the shorter term we are looking to add power generation coal to the minerals that we source and import into continental Europe to accelerate organic growth.
In the UK, we will look to the new Immingham joint venture to provide cost and efficiency benefits to our UK minerals business. The new joint venture will also provide additional capacity, increase product volumes and drive organic growth.
Having disposed of our shareholding in Lytag we will be focussing our efforts on developing our ash business by acquiring strategic assets or looking at opportunities to develop new relationships.
With our partner, UK Coal plc, we will also look at further opportunities to develop the Coal4Energy business.
Industrial Services Division
The outlook for the Industrial Services Division remains robust. The focus in the short term will be on driving additional organic growth, leveraging existing relationships and the products and services of AJS. We will continue to look at small bolt on acquisitions that, like AJS, offer the possibility of expanding or improving the range of services provided to customers.
Having completed the integration of the bulk warehousing operation at Killingholme, we will be looking at organic opportunities in the coming year to add scale to the operation and to create additional value from the property and land that came with the acquisition.
Transport Division
In the first half of the current year we hope to have completed our search for a new Managing Director to drive and manage the strategy and operations for all the Group's transport assets.
The outlook for the Transport Division remains solid. We believe that we are well placed to deal effectively with any further increases in fuel costs. The strategy for the next 12 months will be to work hard in all three transport businesses to drive further contract wins based on the assets, resources and reputation that we currently have at our disposal.
We will continue to review opportunities for bolt-on acquisitions to add scale to all three transport businesses. We will also look for opportunities for partnerships or joint ventures that will leverage greater value from the significant mineral flows that we currently move by rail.
Outlook Summary
Whilst no business is immune to cyclical factors, our core markets remain robust and relatively resilient to short term economic factors. The prospect of further extending the mine life is exciting and we will continue to evaluate this opportunity over the coming months. Provided prices remain at the current levels there will be significant opportunity to access higher coke prices as contracts unwind over the next three years. As a result we are entering the current year in a strong position and remain focused on pursuing further organic and acquisitive growth.
Gordon Banham
Chief Executive Officer 15 September 2008
Iain Cockburn
Group Finance Director
Consolidated Income Statement
for year ended 31 May 2008
|
Note |
2008 |
2007 |
|
|
£000 |
£000 |
|
|
|
|
Revenue |
2 |
404,901 |
240,105 |
Cost of sales |
|
(355,721) |
(213,164) |
|
|
|
|
Gross profit |
|
49,180 |
26,941 |
Other operating (expense)/income |
|
(77) |
25 |
Administrative expenses |
|
(26,976) |
(17,075) |
|
|
|
|
Operating profit |
2 |
22,127 |
9,891 |
Financial income |
|
1,151 |
1,640 |
Financial expenses |
|
(5,680) |
(2,236) |
Share of profit of jointly controlled entities (net of tax) |
|
213 |
270 |
Share of profit of associates (net of tax) |
|
49 |
56 |
|
|
|
|
Profit before tax |
2 |
17,860 |
9,621 |
Income tax expense |
|
(5,181) |
(3,134) |
|
|
|
|
Profit for the year |
|
12,679 |
6,487 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the company |
|
12,257 |
6,414 |
Minority interest |
|
422 |
73 |
|
|
|
|
Profit for the year |
|
12,679 |
6,487 |
|
|
|
|
Basic earnings per share (pence) |
5 |
46.66 |
26.32 |
|
|
|
|
Diluted earnings per share (pence) |
5 |
45.74 |
26.16 |
|
|
|
|
Consolidated Statement of Recognised Income and Expense
for year ended 31 May 2008
|
|
|
2008 |
2007 |
|
|
|
£000 |
£000 |
|
|
|
|
|
Foreign exchange translation differences |
|
|
190 |
(4) |
Effective portion of changes in fair value of cash flow hedges |
|
|
(9,811) |
(769) |
Actuarial gains and losses on defined benefit pension plans |
|
|
4,625 |
108 |
Tax recognised on income and expenses recognised directly in equity |
|
|
1,238 |
199 |
|
|
|
|
|
Net expense recognised directly in equity |
|
|
(3,758) |
(466) |
|
|
|
|
|
Profit for the year |
|
|
12,679 |
6,487 |
|
|
|
|
|
Total recognised income and expense for the year |
|
|
8,921 |
6,021 |
|
|
|
|
|
|
|
|
|
|
Total recognised income and expense for the year is attributable to: |
|
|
|
|
Equity holders of the parent |
|
|
8,499 |
5,948 |
Minority interest |
|
|
422 |
73 |
|
|
|
|
|
|
|
|
8,921 |
6,021 |
|
|
|
|
|
Consolidated Balance Sheet
at 31 May 2008
|
|
|
2008
|
2007
|
|
|
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
|
66,277
|
63,178
|
Intangible assets
|
|
|
25,666
|
16,745
|
Investments in jointly controlled entities
|
|
|
592
|
881
|
Investments in associates
|
|
|
-
|
58
|
Other investments
|
|
|
-
|
20
|
Derivative financial instruments
|
|
|
35
|
200
|
Other financial assets
|
|
|
-
|
500
|
|
|
|
|
|
|
|
|
92,570
|
81,582
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
|
43,453
|
35,027
|
Derivative financial instruments
|
|
|
754
|
-
|
Trade and other receivables
|
|
|
52,022
|
38,406
|
Cash and cash equivalents
|
|
|
10,015
|
11,779
|
|
|
|
|
|
|
|
|
106,244
|
85,212
|
|
|
|
|
|
Total assets
|
|
|
198,814
|
166,794
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Other interest-bearing loans and borrowings
|
|
|
(30,001)
|
(34,165)
|
Retirement benefit obligations
|
|
|
(5,431)
|
(9,411)
|
Provisions
|
|
|
(10,327)
|
(10,327)
|
Derivative financial instruments
|
|
|
(7,895)
|
(631)
|
Deferred tax liabilities
|
|
|
(3,410)
|
(3,613)
|
Other non-current liabilities
|
|
|
(1,026)
|
-
|
|
|
|
|
|
|
|
|
(58,090)
|
(58,147)
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Bank overdraft
|
|
|
(11,040)
|
(9,824)
|
Other interest-bearing loans and borrowings
|
|
|
(15,187)
|
(6,228)
|
Trade and other payables
|
|
|
(58,230)
|
(49,505)
|
Income tax liabilities
|
|
|
(5,092)
|
(1,851)
|
Derivative financial instruments
|
|
|
(3,114)
|
(205)
|
|
|
|
|
|
|
|
|
(92,663)
|
(67,613)
|
|
|
|
|
|
Total liabilities
|
|
|
(150,753)
|
(125,760)
|
|
|
|
|
|
Net assets
|
|
|
48,061
|
41,034
|
|
|
|
|
|
Consolidated Balance Sheet (continued)
at 31 May 2008
|
|
|
2008
|
2007
|
|
|
|
£000
|
£000
|
Equity attributable to equity holders of the parent
|
|
|
|
|
Share capital
|
|
|
2,627
|
2,627
|
Share premium
|
|
|
29,177
|
29,177
|
Other reserves
|
|
|
29
|
29
|
Translation reserve
|
|
|
186
|
(4)
|
Merger reserve
|
|
|
1,022
|
1,022
|
Hedging reserve
|
|
|
(7,618)
|
(538)
|
Capital redemption reserve
|
|
|
1,530
|
1,530
|
Retained earnings
|
|
|
20,427
|
7,041
|
|
|
|
|
|
|
|
|
47,380
|
40,884
|
Minority interest
|
|
|
681
|
150
|
|
|
|
|
|
Total equity
|
|
|
48,061
|
41,034
|
|
|
|
|
|
Consolidated Cash Flow Statement
for year ended 31 May 2008
|
|
|
2008 |
2007 |
|
|
|
£000 |
£000 |
Cash flows from operating activities |
|
|
|
|
Profit for the year |
|
|
12,679 |
6,487 |
Adjustments for: |
|
|
|
|
Depreciation |
|
|
11,042 |
5,030 |
Amortisation of intangible assets |
|
|
1,164 |
601 |
Dividend income |
|
|
- |
- |
Net finance expense |
|
|
4,528 |
596 |
Share of profit of joint ventures |
|
|
(213) |
(270) |
Share of profit of associates |
|
|
(49) |
(56) |
Loss/(gain) on sale of property, plant and equipment |
|
|
105 |
(25) |
Equity settled share-based payment expenses |
|
|
440 |
268 |
Income tax expense |
|
|
5,181 |
3,134 |
Translation of minority interest |
|
|
71 |
- |
|
|
|
|
|
|
|
|
34,948 |
15,765 |
Change in trade and other receivables |
|
|
(8,820) |
(4,914) |
Change in inventories |
|
|
(6,391) |
(13,254) |
Change in trade and other payables |
|
|
3,542 |
10,691 |
Change in provisions and employee benefits |
|
|
333 |
117 |
|
|
|
|
|
|
|
|
23,612 |
8,405 |
Interest paid |
|
|
(4,216) |
(1,971) |
Income tax paid |
|
|
(4,013) |
(2,245) |
|
|
|
|
|
Net cash generated from operating activities |
|
|
15,383 |
4,189 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Proceeds from sale of property, plant and equipment |
|
1,016 |
794 |
|
Proceeds from sales of investments |
|
|
51 |
- |
Interest received |
|
|
- |
324 |
Dividends received |
|
|
750 |
- |
Acquisition of subsidiaries, net of cash acquired |
|
|
(8,878) |
(33,693) |
Acquisition of property, plant and equipment |
|
|
(5,369) |
(8,661) |
Acquisition of other investments |
|
|
(31) |
75 |
|
|
|
|
|
Net cash outflow from investing activities |
|
|
(12,461) |
(41,161) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from the issue of share capital |
|
|
- |
10,332 |
Proceeds from new loan |
|
|
5,000 |
15,000 |
Repayment of borrowings |
|
|
(5,779) |
(1,164) |
Payment of finance lease liabilities |
|
|
(3,034) |
(1,947) |
(Repayment of)/Proceeds from invoice discounting facility |
|
|
(4,977) |
3,656 |
Dividends paid |
|
|
(2,453) |
(1,972) |
Proceeds from issue of promissory notes |
|
|
6,759 |
- |
|
|
|
|
|
Net cash (outflow)/inflow from financing activities |
|
|
(4,484) |
23,905 |
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(1,562) |
(13,067) |
|
Cash and cash equivalents at 1 June |
|
|
1,955 |
15,022 |
Effect of exchange rate fluctuations on cash held |
|
|
(1,418) |
- |
|
|
|
|
|
Cash and cash equivalents at 31 May |
|
|
(1,025) |
1,955 |
|
|
|
|
|
1. Basis of preparation and status of financial information
The financial information set out above has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards as adopted by the EU (Adopted IFRSs).
This is the first time the Group has reported its results under Adopted IFRSs and full details of the impact of the Group's transition from UK GAAP to Adopted IFRSs (including the accounting policies adopted) were set out in the Group's RNS announcement entitled 'IFRS Restatement' issued on 14 February 2008 - a copy of which is available on the Investor Relations section of the Group's website at www.hargreavesservices.co.uk
The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 May 2008 or 2007 (but is derived from the 2007 accounts). Statutory accounts for 2007, which were prepared under UK GAAP, have been delivered to the Registrar of Companies, and those for 2008, prepared under Adopted IFRSs, will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and (iii) did not contain a statement under section 237(2) or (3) of the Companies Act 1985.
These results were approved by the Board of Directors on 15 September 2008.
2. Segmental information
The table below sets out information for each of the Group's industry segments.
|
|
Energy & Commodities |
Industrial |
Transport |
Production |
Total |
|
|
2008 |
2008 |
2008 |
2008 |
2008 |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
Total revenue |
|
233,263 |
47,126 |
75,594 |
84,288 |
440,271 |
Inter-segment revenue |
|
(4,012) |
(4,589) |
(10,995) |
(15,774) |
(35,370) |
|
|
|
|
|
|
|
Revenue to third parties |
|
229,251 |
42,537 |
64,599 |
68,514 |
404,901 |
|
|
|
|
|
|
|
Segment operating profit |
|
7,599 |
1,644 |
3,219 |
9,665 |
22,127 |
Share of profit in |
|
213 |
- |
- |
- |
213 |
- associates |
|
49 |
- |
- |
- |
49 |
Net financing costs |
|
(1,571) |
(301) |
(956) |
(1,701) |
(4,529) |
|
|
|
|
|
|
|
Profit before taxation |
|
6,290 |
1,343 |
2,263 |
7,964 |
17,860 |
|
|
|
|
|
|
|
Production division comprises:
|
|
|
|
Monckton |
Maltby |
Production |
|
|
|
|
2008 |
2008 |
2008 |
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
Total revenue |
|
|
|
36,529 |
47,759 |
84,288 |
Inter-segment revenue |
|
|
|
(7) |
(15,767) |
(15,774) |
|
|
|
|
|
|
|
Revenue to third parties |
|
|
|
36,522 |
31,992 |
68,514 |
|
|
|
|
|
|
|
Segment operating profit |
|
|
|
3,317 |
6,348 |
9,665 |
Share of profit in |
|
|
|
- |
- |
- |
- associates |
|
|
|
- |
- |
- |
Net financing costs |
|
|
|
(454) |
(1,247) |
(1,701) |
|
|
|
|
|
|
|
Profit before taxation |
|
|
|
2,863 |
5,101 |
7,964 |
|
|
|
|
|
|
|
|
|
Energy & Commodities |
Industrial |
Transport |
Production |
Total |
|
|
2007 |
2007 |
2007 |
2007 |
2007 |
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
Total revenue |
|
140,454 |
26,807 |
56,388 |
39,563 |
263,212 |
Inter-segment revenue |
|
(6,133) |
(1,768) |
(12,283) |
(2,923) |
(23,107) |
|
|
|
|
|
|
|
Revenue to third parties |
|
134,321 |
25,039 |
44,105 |
36,640 |
240,105 |
|
|
|
|
|
|
|
Segment operating profit |
|
3,402 |
395 |
2,100 |
3,994 |
9,891 |
Share of profit in |
|
215 |
- |
55 |
- |
270 |
- associates |
|
56 |
- |
- |
- |
56 |
Net financing costs |
|
810 |
(136) |
(221) |
(1,049) |
(596) |
|
|
|
|
|
|
|
Profit before taxation |
|
4,483 |
259 |
1,934 |
2,945 |
9,621 |
|
|
|
|
|
|
|
Production division comprises:
|
|
|
|
Monckton |
Maltby |
Production |
|
|
|
|
2007 |
2007 |
2007 |
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
Total revenue |
|
|
|
27,415 |
12,148 |
39,563 |
Inter-segment revenue |
|
|
|
(4) |
(2,919) |
(2,923) |
|
|
|
|
|
|
|
Revenue to third parties |
|
|
|
27,411 |
9,229 |
36,640 |
|
|
|
|
|
|
|
Segment operating profit |
|
|
|
2,835 |
1,159 |
3,994 |
Share of profit in |
|
|
|
- |
- |
- |
- associates |
|
|
|
- |
- |
- |
Net financing costs |
|
|
|
(637) |
(412) |
(1,049) |
|
|
|
|
|
|
|
Profit before taxation |
|
|
|
2,198 |
747 |
2,945 |
|
|
|
|
|
|
|
Included within revenue is £111.7m (2007:£29.9m) of revenue which originates in Europe. All other revenue originates in the United Kingdom.
3. Acquisitions of subsidiaries
On 28 September 2007, the Group acquired all of the ordinary shares in Imperial Tankers Limited for £6,415,000, satisfied by £5,415,000 cash, with £1,000,000 being deferred and contingent on the future performance of the business. The company operates a fleet of bulk liquid tankers. In accordance with IFRS 3 Business Combinations, a review of the acquisition was performed to identify specific intangible assets. This resulted in the creation of an intangible asset of £2,032,000 for customer contracts, based on discounted future cash flows of the key long term sales contracts in place at the date of acquisition.
In the 8 months to 31 May 2008 the subsidiary contributed profit after tax of £889,000 to the consolidated profit after tax for the year. If the acquisition had occurred on 1 June 2007, Group revenue would have been an estimated £410.3m and profit after tax would have been an estimated £12.7m. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition occurred on 1 June 2007.
|
|
Pre-acquisition
carrying amounts |
Fair value adjustments
|
Recognised values
on acquisition |
|
|
£000
|
£000
|
£000
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
7,287
|
-
|
7,287
|
Intangible assets
|
|
-
|
2,032
|
2,032
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
126
|
-
|
126
|
Trade and other receivables
|
|
2,782
|
-
|
2,782
|
Cash and cash equivalents
|
|
1,306
|
-
|
1,306
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Interest-bearing loans and borrowings
|
|
(2,993)
|
-
|
(2,993)
|
Deferred tax liabilities
|
|
(1,068)
|
(569)
|
(1,637)
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(2,212)
|
(250)
|
(2,462)
|
Current income tax liabilities
|
|
(390)
|
-
|
(390)
|
Interest-bearing loans and borrowings
|
|
(1,609)
|
-
|
(1,609)
|
|
|
|
|
|
|
|
|
|
|
Net identifiable assets and liabilities
|
|
3,229
|
1,213
|
4,442
|
|
|
|
|
|
Goodwill on acquisition
|
|
|
|
1,973
|
|
|
|
|
|
Net purchase consideration and costs of acquisition
|
|
|
|
6,415
|
|
|
|
|
|
Satisfied by:
|
|
|
|
|
Consideration paid
|
|
|
|
5,415
|
Contingent consideration
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
6,415
|
|
|
|
|
|
|
|
|
|
|
The intangible assets are being amortised over the weighted average expected life of these contracts, which is 62 months. The goodwill is not being amortised, but will be reviewed for impairment annually.
3. Acquisitions of subsidiaries (continued)
On 1 April 2008, the Group acquired all of the ordinary shares in AJS Contracts Limited for £4,436,000 cash, of which £2,120,000 is deferred. The company carries out specialist engineering services relating to major outages at power stations. In accordance with IFRS 3 Business Combinations, a review of the acquisition was performed to identify specific intangible assets. This resulted in the creation of an intangible asset of £2,596,000 for customer contracts, based on discounted future cash flows of the key long term sales contracts in place at the date of acquisition.
In the 2 months to 31 May 2008 the subsidiary contributed profit after tax of £296,000 to the consolidated profit after tax for the year. If the acquisition had occurred on 1 June 2007, Group revenue would have been an estimated £408.3m and profit after tax would have been an estimated £13.8m. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition occurred on 1 June 2007.
|
|
|
Pre-acquisition |
Fair value adjustments |
Recognised values |
||
|
|
|
£000 |
£000 |
£000 |
||
ASSETS |
|
|
|
|
|
||
Non-current assets |
|
|
|
|
|
||
Property, plant and equipment |
|
|
217 |
(39) |
178 |
||
Intangible assets |
|
|
- |
2,596 |
2,596 |
||
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
||
Inventories |
|
|
163 |
- |
163 |
||
Trade and other receivables |
|
|
649 |
- |
649 |
||
|
|
|
|
||||
LIABILITIES |
|
|
|
||||
Non-current liabilities |
|
|
|
|
|
||
Deferred tax liabilities |
|
|
(29) |
(727) |
(756) |
||
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
||
Trade and other payables |
|
|
(544) |
(21) |
(565) |
||
Current income tax liabilities |
|
|
(299) |
- |
(299) |
||
Interest-bearing loans and borrowings |
|
|
(32) |
- |
(32) |
||
|
|
|
|
|
|
||
Net identifiable assets and liabilities |
|
|
125 |
1,809 |
1,934 |
||
|
|
|
|
|
|
||
Goodwill on acquisition |
|
|
|
|
2,502 |
||
|
|
|
|
|
|
||
Net purchase consideration and costs of acquisition |
|
|
|
|
4,436 |
||
|
|
|
|
|
|
||
Satisfied by: |
|
|
|
|
|
||
Consideration paid |
|
|
|
|
2,316 |
||
Deferred consideration |
|
|
|
|
2,120 |
||
|
|
|
|
|
|
||
|
|
|
|
|
4,436 |
||
|
|
|
|
|
|
The intangible asset is being amortised over the weighted average expected life of these contracts, which is 71 months. The goodwill is not being amortised, but will be reviewed for impairment annually.
3. Acquisitions of subsidiaries (continued)
On 5 October 2007, the Group increased its stake in Hargreaves Building Products Ltd and Lytag Ltd by way of a share exchange between Hargreaves Building Products Ltd and Hargreaves Coal Combustion Products Ltd, and exchanging shares in Hargreaves Services plc with the other shareholders of HCCP Ltd, HBP Ltd, and Lytag Ltd. Hargreaves increased its share of the new combined group from 25% to 50%, resulting in an increase in investments of £107,054. The consideration was valued at £1,120,097 based on expected future profits of the combined HBP/HCCP group. This resulted in goodwill of £1,013,043. The goodwill will not be amortised over a specific period of time, however it will be reviewed annually for impairment at each reporting date, in line with Group policy.
The Group acquired the entire issued share capital of Norec Limited on 1 September 2006. The resulting goodwill of £1,252,000 was capitalised and will be reviewed annually for impairment.
In accordance with IFRS 3 Business Combinations, a review of the acquisition was performed to identify specific intangible assets. This resulted in the creation of an intangible asset of £7,061,000 for customer contracts, based on discounted future cash flows of the key long term sales contracts in place at the date of acquisition. The intangible asset is being amortised over the weighted average expected life of these contracts, which is 75 months.
|
|
Pre-acquisition
carrying amounts |
Fair value
adjustments
|
Recognised values
on acquisition |
|
|
|
£000
|
£000
|
£000
|
|
ASSSETS
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Property, plant and equipment
|
|
764
|
-
|
764
|
|
Intangible assets
|
|
-
|
7,061
|
7,061
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other receivables
|
|
4,271
|
-
|
4,271
|
|
Cash and cash equivalents
|
|
1,371
|
-
|
1,371
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Deferred tax liabilities
|
|
-
|
(1,977)
|
(1,977)
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
|
(2,172)
|
-
|
(2,172)
|
|
Provisions
|
|
(3,173)
|
-
|
(3,173)
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Net identifiable assets and liabilities
|
|
1,061
|
5,084
|
6,145
|
|
|
|
|
|
|
|
Goodwill on acquisition
|
|
|
|
1,252
|
|
|
|
|
|
|
|
Net purchase consideration and costs of acquisition
|
|
|
7,397
|
||
|
|
|
|
|
|
Satisfied by:
|
|
|
|
||
Cash consideration paid
|
|
|
5,897
|
||
Deferred consideration paid by 31 May 2007
|
|
|
1,500
|
||
|
|
|
|
||
|
|
|
7,397
|
||
|
|
|
|
|
3. Acquisitions of subsidiaries (continued)
The Group also acquired the trade and assets of Maltby Colliery, on 26 February 2007 resulting in goodwill of £2,139,000. This goodwill will be reviewed annually for impairment.
|
|
Pre-acquisition |
adjustments |
Recognised |
|
|
£000 |
£000 |
£000 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
12,694 |
17,839 |
30,533 |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
5,171 |
(1,358) |
3,813 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Deferred tax liabilities |
|
- |
(2,139) |
(2,139) |
Provisions |
|
(6,186) |
(7,656) |
(13,842) |
|
|
|
|
|
Net identifiable assets and liabilities |
|
11,679 |
6,686 |
18,365 |
|
|
|
|
|
Goodwill on acquisition |
|
|
|
2,139 |
|
|
|
|
|
Net purchase consideration and costs of acquisition |
|
|
20,504 |
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
|
|
|
|
|
Cash consideration paid |
|
|
20,504 |
|
|
|
|
|
|
This subsidiary undertaking acquired during the year ending 31 May 2007 contributed £4,112,000 to the group's net operating cashflows, paid £nil in respect of net returns on investments and servicing of finance and utilised £4,150,000 for capital expenditure.
Prior to the acquisition, Maltby Colliery was part of a division of UK Coal plc.
3. Acquisitions of subsidiaries (continued)
The Group acquired an additional 50% of the issued share capital of Hargreaves (Bulk Liquid Transport) Limited in December 2006 taking its shareholding to 100%. The resulting goodwill of £1,529,000 was capitalised and will be reviewed annually for impairment.
|
|
|
|
Book and |
|
|
|
|
£000 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible |
|
|
|
14 |
Property, plant and equipment |
|
|
|
856 |
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
|
|
17 |
Trade receivables |
|
|
|
855 |
Cash and cash equivalents |
|
|
|
5 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Trade and other payables |
|
|
|
(1,389) |
Provisions |
|
|
|
(78) |
|
|
|
|
|
Net identifiable assets and liabilities |
|
|
|
280 |
|
|
|
|
|
Goodwill on acquisition |
|
|
|
1,529 |
|
|
|
|
|
Net purchase consideration and costs of acquisition |
|
|
1,809 |
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
|
|
|
|
|
Cash consideration paid |
|
|
764 |
|
Shares |
|
|
1,045 |
|
|
|
|
|
|
|
|
|
1,809 |
|
|
|
|
|
|
3. Acquisitions of subsidiaries (continued)
The Group acquired the entire issued share capital of Mineral Resources Europe GmbH in May 2007, through its 77.5% owned subsidiary, Hargreaves Raw Material Services GmbH (now 72.5%). The resulting negative goodwill of £84,000 was released immediately to the profit and loss account.
|
|
|
|
Book and fair value |
|
|
|
|
£000 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
15 |
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
Inventories |
|
|
|
2,870 |
Trade receivables |
|
|
|
6,345 |
Cash and cash equivalents |
|
|
|
1,083 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
|
|
(9,566) |
|
|
|
|
|
Net identifiable assets and liabilities |
|
|
|
747 |
|
|
|
|
|
Goodwill on acquisition |
|
|
|
(84) |
|
|
|
|
|
Net purchase consideration and costs of acquisition |
|
|
663 |
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
|
|
|
|
|
Cash consideration paid |
|
|
663 |
|
|
|
|
|
|
The Group acquired the trade and certain assets of the Simon Bulk Warehousing and Distribution division from Humber Sea Terminal Limited on 30 March 2007 resulting in goodwill of £nil.
|
|
Book value |
Revaluations |
Fair value |
|
|
£000 |
£000 |
£000 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
3,000 |
1,215 |
4,215 |
|
|
|
|
|
Net identifiable assets and liabilities |
|
|
|
4,215 |
|
|
|
|
|
Goodwill on acquisition |
|
|
|
- |
|
|
|
|
|
Net purchase consideration and costs of acquisition |
|
|
4,215 |
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
|
|
|
|
|
Cash consideration paid |
|
|
4,215 |
|
|
|
|
|
|
|
|
|
|
|
4. Taxation
Recognised in the income statement
|
2008 |
2007 |
|
£000 |
£000 |
Current tax expense |
|
|
Current year |
5,633 |
2,405 |
Adjustments for prior years |
172 |
(294) |
Foreign tax - current year |
728 |
243 |
|
|
|
Current tax expense |
6,533 |
2,354 |
|
|
|
Deferred tax (credit)/expense |
|
|
Origination and reversal of temporary differences |
(672) |
591 |
Reduction in tax rate |
(44) |
- |
Adjustments for prior years |
(636) |
189 |
|
|
|
Deferred tax (credit)/expense |
(1,352) |
780 |
|
|
|
Tax expense in income statement (excluding share of tax of equity accounted investees) |
5,181 |
3,134 |
|
|
|
Share of tax of equity accounted investees |
122 |
128 |
|
|
|
Total tax expense |
5,303 |
3,262 |
|
|
|
Reconciliation of effective tax rate
|
2008 |
2007 |
|
£000 |
£000 |
|
|
|
Profit for the year |
12,679 |
6,487 |
Total tax expense (including tax on equity accounted investees) |
5,303 |
3,262 |
|
|
|
Profit excluding taxation |
17,982 |
9,749 |
|
|
|
|
|
|
Tax using the UK corporation tax rate of 30% (2007: 30%) |
5,395 |
2,925 |
|
|
|
Effect of tax rates in foreign jurisdictions |
49 |
73 |
Difference in effective tax rate |
(69) |
- |
Impact of change in tax rate to 28% on deferred tax balances |
(44) |
- |
Non-deductible expenses |
440 |
368 |
Utilisation of previously unrecognised tax losses |
- |
33 |
Marginal relief |
(4) |
(32) |
Over provided in prior years |
(464) |
(105) |
|
|
|
Total tax expense (including tax on equity accounted investees) |
5,303 |
3,262 |
|
|
|
Tax recognised directly in equity
|
2008 |
2007 |
|
£000 |
£000 |
|
|
|
Current tax recognised directly in equity |
- |
- |
Deferred tax recognised directly in equity |
1,238 |
199 |
|
|
|
Total tax recognised directly in equity |
1,238 |
199 |
|
|
|
5. Earnings per share
All earnings per share disclosures relate to continuing operations as the group had no discontinued operations in either 2007 or 2008.
Earnings per share for the ordinary shares are as follows:
|
2008 |
2007 |
|
|
|
Ordinary shares |
|
|
Basic earnings per share |
46.66p |
26.32p |
Diluted earnings per share |
45.74p |
26.16p |
|
|
|
The calculation of earnings per share is based on the profit for the year attributable to equity holders and on the weighted average number of shares in issue and ranking for dividend in the year.
Ordinary shares
|
2008 |
2007 |
|
£000 |
£000 |
|
|
|
Profit for the year attributable to equity holders |
12,257 |
6,414 |
|
|
|
Weighted average number of shares |
26,270,532 |
24,372,457 |
Earnings per ordinary share (pence) |
46.66p |
26.32p |
|
|
|
The calculation of diluted earnings per share is based on the profit for the year and on the weighted average number of ordinary shares in issue in the year adjusted for the dilutive effect of the share options outstanding.
|
2008 |
2007 |
|
£000 |
£000 |
|
|
|
Profit for the year attributable to equity holders |
12,257 |
6,414 |
|
|
|
Weighted average number of shares |
26,800,663 |
24,516,162 |
Diluted earnings per ordinary share (pence) |
45.74p |
26.16p |
|
|
|
6. Dividends
The aggregate amount of dividends comprises::
|
2008 |
2007 |
|
£000 |
£000 |
|
|
|
Final dividends paid in respect of prior year but not recognised as liabilities in that year |
1,576 |
1,184 |
Interim dividends paid in respect of the current year |
867 |
788 |
|
|
|
|
2,443 |
1,972 |
|
|
|
Proposed dividend of 7p per share (2007: 6p) |
1,839 |
1,576 |
|
|
|
7. Annual Report
The Annual Report will be posted to shareholders on or around 9 October 2008 and copies will be available from the Company Secretary, Hargreaves Services plc, West Terrace, Esh Winning, Durham, DH7 9PT, or from the Investor Relations section of the Group website at www.hargreavesservices.co.uk