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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