Final Results

Impax Group PLC 18 February 2002 18 February 2002 IMPAX GROUP PLC PRELIMINARY STATEMENT OF RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2001 Impax Group plc, the AIM quoted company, today announced its preliminary results for the year ended 30 September 2001 and the publication of a prospectus by Impax Environmental Trust plc. Highlights • Acquisition of Impax Capital Corporation Limited in June 2001 and change of name. • Focus on specialist corporate finance and advisory activities under Impax name. • Launch today of Impax Environmental Markets plc, a new investment fund to be managed by the Group's subsidiary Impax Asset Management, seeking to raise up to £55 million by way of a placing. • Investigating ways to maximise value from oil assets. Commenting Stuart Bickerstaff, Non-Executive Chairman, said: 'The acquisition of Impax Capital Corporation Limited represented the first step in establishing the strategy for the long term development of the Group. Since the year end the corporate finance activities have been refocused and the launch of Impax Environmental Markets plc provides a sound base to our asset management activities.' For further information please contact: Nigel Taunt, Group Finance Director 020 7434 1122 Impax Group plc Robert Luetchford or John Webb 020 7490 3788 Marshall Securities Limited CHAIRMAN'S STATEMENT The acquisition of Impax Capital Corporation Limited ('Impax Capital') in June 2001 was the first significant step towards the implementation of the strategy we described to shareholders in October 2000. Impax Capital was an established specialist corporate finance advisory and investment advisory business focused on the environmental infrastructure and technology ('EIT') sector. To reflect the importance of the acquisition and its potential for growth the Company changed its name to Impax Group plc on completion. Since the acquisition we have fulfilled our stated strategy of using the investment advisory business as a base to establish a separately regulated asset management business, Impax Asset Management Limited ('IAM'). I am delighted to report that today Impax Environmental Markets plc, a new investment trust to be managed by IAM, has announced a placing to raise up to £55m. This launch, which builds upon the expertise in the EIT sector that Impax has acquired over many years, represents a significant step forward and provides a sound base of recurring income for future business development. I congratulate all involved for their extraordinary efforts over recent months developing this project in such a professional way. We have also repositioned the corporate finance advisory business and the year ahead will see the continuing development of this business as a premier supplier of corporate finance advisory services in the EIT sector. Focus has increased on clients in the UK, where we expect there will be significant activity over coming years as a result of legislation and commercial initiatives in all sectors of environmental technology. Our team has been strengthened accordingly and is now well placed to benefit from such activity. As we said at the time of the acquisition of Impax Capital, we intend to utilise the value arising from our oil activities to develop the Impax business and we continue to investigate ways to maximise that value. At the operational level, the Group invested in the oil field at Starks, Louisiana, utilising funds raised in the Placing and Open Offer in November 2000, with the aim of increasing production. However, a natural gas reservoir was discovered which impeded new oil production at the field and contributed to revenues being lower than planned. Infrastructure to collect the gas and link it to a nearby pipeline has been installed and from this month should be commissioned to allow the gas to be sold. This gas will provide a useful source of revenue, partly offsetting the shortfall on planned oil production. The results for the year ended 30 September 2001 include the results of the oil interests for the entire period and the results of Impax Capital from its acquisition on 18 June 2001. The overall result for the Group was a loss before tax of £365,703 (2000 - profit £117,784) after charging £70,584 (2000 - £nil) amortisation of the goodwill arising on the acquisition, reflecting a policy to write the goodwill off over 10 years. The basic loss per share was 1.46p (2000 - earnings 1.01p) and on an adjusted basis, after excluding amortisation of goodwill, the loss per share was 1.18p (2000 - earnings 1.01p). The Board has been strengthened to reflect the acquisition of Impax and our ambitious growth plans. In June 2001 Melville Haggard and Ian Simm, who are the managing directors of the two Impax businesses joined the Board and Geirr Frostmann, previously a non-executive director of Impax Capital, joined us in the same role. In January 2002 we announced the appointment of Nigel Taunt as Group Finance Director. Nigel joins us with the benefit of relevant industrial experience. Garry Butterfield, who had served the Company as Finance Director on a part time basis, stood down from the Board to concentrate on his own engineering business. On behalf of my fellow directors I welcome those who joined the Board and thank Garry for his valuable contribution over many years. I would also like to thank the Group's employees for their efforts in a very eventful year. The launch of Impax Environmental Markets plc and the refocusing of the corporate finance advisory activities represent key milestones in laying the foundation for long term strategic development of the Group. We look forward to reporting further progress in the coming year. Stuart Bickerstaff Chairman 18 February 2002 IMPAX GROUP PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT Year ended 30 September 2001 2001 2000 Note £ £ TURNOVER 2 Continuing operations 882,703 685,441 Acquisitions 585,034 - 1,467,737 685,441 COST OF SALES Continuing operations (758,712) (534,850) GROSS PROFIT Continuing operations 123,991 150,591 Acquisitions 585,034 - 709,025 150,591 ADMINISTRATION EXPENSES Continuing operations (248,562) (9,584) Acquisitions (855,248) - (1,103,810) (9,584) OPERATING (LOSS)/PROFIT Continuing operations (124,571) 141,007 Acquisitions (270,214) - (394,785) 141,007 Interest receivable and similar income 49,196 6,826 Interest payable (20,114) (30,049) (LOSS)/PROFIT ON ORDINARY ACTIVITIES (365,703) 117,784 BEFORE TAXATION Tax on (loss)/profit on ordinary activities 3 (741) (1,950) (LOSS)/PROFIT FOR THE YEAR (366,444) 115,834 (LOSS)/EARNINGS PER SHARE 6 Basic (1.46) p 1.01p Fully diluted (1.44) p 1.01p Adjusted (1.18) p 1.01 p CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Year ended 30 September 2001 2001 2000 £ £ (Loss)/profit for financial year (366,444) 115,834 Currency translation differences 12,576 450,938 Total recognised gains and losses for the year (353,868) 566,772 IMPAX GROUP PLC CONSOLIDATED BALANCE SHEET As at 30 September 2001 2001 2000 Note £ £ FIXED ASSETS Intangible fixed assets 7 2,762,955 - Tangible fixed assets 8,256,130 7,351,374 Investments 215,330 - 11,234,415 7,351,374 CURRENT ASSETS Debtors 360,105 123,611 Cash at bank and in hand 1,038,008 240,460 1,398,113 364,071 CREDITORS - amounts falling due (478,263) (248,469) within one year NET CURRENT ASSETS 919,850 115,602 TOTAL ASSETS LESS CURRENT LIABILITIES 12,154,265 7,466,976 CREDITORS - amounts falling due after more than one year (677,874) (2,190,952) 11,476,391 5,276,024 CAPITAL AND RESERVES Called up share capital 8,871,441 2,875,000 Share premium 697,310 381,325 Merger reserve 2,197,944 2,197,944 Exchange equalisation reserve 238,177 225,601 Profit and loss account (528,481) (403,846) EQUITY SHAREHOLDERS' FUNDS 11,476,391 5,276,024 IMPAX GROUP PLC CONSOLIDATED CASHFLOW STATEMENT Year ended 30 September 2001 Note 2001 2000 £ £ NET CASH (OUTFLOW)/INFLOW FROM 8 (503,723) 158,054 OPERATING ACTIVITIES Returns on investments and servicing of finance 9 29,082 6,826 Tax paid - (1,950) Capital expenditure and financial investment 9 (1,285,572) (364,700) Acquisition 9 175,385 - NET CASH OUTFLOW BEFORE FINANCING (1,584,828) (201,770) Financing 9 2,381,931 360,049 INCREASE IN CASH 10 797,103 158,279 RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN NET DEBT Increase in cash in year 797,103 158,279 Cash outflow/(inflow) from increase in net debt 2,016,860 (360,049) Changes in net debt resulting from cashflows 2,813,963 (201,770) Loan settled on acquisition of subsidiary (500,000) - Translation differences (3,337) (187,515) Movement in net debt in the year 2,310,626 (389,285) Net debt at 1 October 2000 (1,950,492) (1,561,207) Net debt at 30 September 2001 360,134 (1,950,492) IMPAX GROUP PLC NOTES TO THE PRELIMINARY STATEMENT 1 Nature of the financial information The financial information set out above does not constitute full accounts for the purposes of section 240 of the Companies Act 1985. The financial information has been extracted from the Company's accounts for the year ended 30 September 2001 on which the auditors, MRI Moores Rowland, have given an unqualified report. 2 Turnover, profits and net assets Turnover relates solely to the principal activities of the Group. Turnover 2001 2000 Analysis by class of business and geographical £ £ market Impax Capital Corporation Limited Corporate finance advisory and asset 585,034 - management services (all UK) CSV Holdings, Inc. Oil & Gas production (all USA) 882,703 685,441 1,467,737 685,441 Pre-tax profit/(loss) Net assets 2001 2000 2001 2000 £ £ £ £ Analysis by class of business and geographical market Impax Group plc (all UK) (195,611) (32,042) 5,395,687 (502,736) CSV Holdings, Inc. (all USA) 114,317 149,826 5,790,214 5,778,760 Impax Capital Corporation Limited (284,409) - 248,584 - (all UK) Impax Holdings, Inc. (all USA) - - 41,906 - (365,703) 117,784 11,476,391 5,276,024 3 Tax on (loss)/profit on ordinary activities 2001 2000 £ £ UK corporation tax re prior year 741 - Overseas tax - 1,950 741 1,950 No liability to current year UK corporation tax arises on the results for the year. The Group has tax losses of £1,851,358 (2000: £221,981) available for offset against future taxable profits in the UK. 4 Foreign currencies The results of subsidiary undertakings reporting in foreign currencies are translated at the average rate ruling in the accounting period (US$1.44: £1; 2000 US$1.55: £1) and the assets and liabilities at the rate ruling at the balance sheet date (US$1.48: £1; 2000 US$1.48: £1). Administrative charges include exchange losses of £4,037 (2000: gains of £116,484). 5 Dividends No dividend is proposed. 6 (Loss)/earnings per share The calculation of (loss)/earnings per share and the diluted (loss)/earnings per share is based on the loss for the year of £366,444 and on the weighted average number of ordinary shares in issue of 25,074,065 (2000: Profit of £115,834, shares in issue 11,500,000). The calculation of diluted loss per share is based on the weighted average number of shares outstanding adjusted by the dilutive share options. These adjustments give rise to an increase in the weighted average number of shares outstanding to 25,496,197 (2000: 11,500,000). In order to show results from operating activities on a comparable basis an adjusted (loss)/earnings per share has been calculated which excludes goodwill amortisation of £70,584 (2000 - £nil) from the result for the year. 7 Intangible fixed assets Intellectual Goodwill Total Property £ £ £ Cost Acquisition of subsidiary 30,000 - 30,000 Additions - 2,826,039 2,826,039 At 30 September 2001 30,000 2,826,039 2,856,039 Amortisation Acquisition of subsidiary 16,666 - 16,666 Charge for the year 5,834 70,584 76,418 At 30 September 2001 22,500 70,584 93,084 Net book value at 30 September 2001 7,500 2,755,455 2,762,955 Acquisition of Impax Capital Corporation Limited On 18 June 2001, the Group acquired a 100% interest in the shares of Impax Capital Corporation Limited through the issue of 6,735,764 ordinary 25p shares at a value of 32p per share. The assets acquired were analysed as follows: Book value Fair value Fair value adjustments £ £ £ Intangible fixed assets 13,334 - 13,334 Tangible fixed assets 21,011 - 21,011 Investments 328,491 (113,161) 215,330 Debtors 392,470 (240,000) 152,470 Cash at bank and in hand 175,385 - 175,385 Creditors (489,169) - (489,169) Short term loan (500,000) - (500,000) Net assets (58,478) (353,161) (411,639) Goodwill arising on acquisition 2,826,039 2,414,400 Satisfied by: Fair value of shares issued 2,155,444 Capitalised acquisition costs 258,956 2,414,400 The fair value adjustments represent the irrecoverability of debtors included in the acquisition balance sheet, together with a provision to reflect the Directors' assessment of impairment in value in fixed asset investments. The results for Impax Capital Corporation Limited for the year ended 30 June 2000 and the period 1 July 2000 to 18 June 2001 were as follows: Profit and Loss Account 1 July 2000 to 18 Year ended 30 June June 2001 2000 £ £ Turnover 503,450 1,715,744 Operating loss (641,476) (28,204) Loss before taxation (662,188) (413,644) Taxation (1,082) - Loss after taxation (663,270) (413,644) 8 Reconciliation of operating (loss)/profit to net cash (outflow)/inflow from operating activities 2001 2000 £ £ Operating (loss)/profit (394,785) 141,007 Depreciation and depletion charges 163,960 111,752 Amortisation charge 76,418 - Exchange gain - (116,484) (Increase) in debtors (84,765) (61,208) (Decrease)/increase in creditors (264,551) 82,987 Net cash (outflow)/inflow from operating activities (503,723) 158,054 9 Analysis of changes in cashflows during the year 2001 2000 £ £ Returns on investments and servicing of finance Interest received 49,196 6,826 Interest paid (20,114) - 29,082 6,826 Capital expenditure and financial investment Payments to acquire tangible fixed assets (1,026,616) (364,700) Capitalised acquisition costs (258,956) - (1,285,572) (364,700) Acquisition Cash acquired on acquisition 175,385 - Financing Ordinary share capital issued 4,715,000 - Share issue costs (316,209) - Other loans (500,000) - Repayment of bank loan (1,516,860) - Increase in working capital loan - 360,049 2,381,931 360,049 10 Analysis of changes in net funds 1 October Cash Flow Acquisition of Translation 30 September 2000 subsidiary Difference 2001 £ £ £ £ £ Cash at bank and in hand 240,460 797,103 - 445 1,038,008 Debt due after one year (2,190,952) 1,516,860 - (3,782) (677,874) Other loans - 500,000 (500,000) - - (2,190,952) 2,016,860 (500,000) (3,782) (677,874) (1,950,492) 2,813,963 (500,000) (3,337) 360,134 Copies of the report and accounts of the Company for the year ended 30 September 2001 will be sent to shareholders. 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