Final Results
Impax Group PLC
09 December 2005
IMPAX GROUP PLC
PRELIMINARY STATEMENT OF RESULTS
FOR THE YEAR ENDED 30 SEPTEMBER 2005
Impax Group plc, the AIM quoted boutique which provides specialist financial
services within the environmental markets sector, today announces its
preliminary results for the year ended 30 September 2005.
Highlights
• Rising energy costs and serious concerns over the impact of climate
change have reinforced the strong prospects for the environmental markets
sector.
• Assets under management grew from £69m at the end of September 2004 to
£170m a year later and, following the recent expansion of Impax
Environmental Markets plc, have now reached £229m.
• Impax intends to attract further funds in the coming year.
• Clear platform for profitable growth established.
Commenting on the results, Keith Falconer, Chairman said:
'Impax has demonstrated that it has the business model and skills to grow
shareholder value in the years ahead. Investors increasingly recognise the
growth opportunities in our sector, and, as proven investment managers, we are
well positioned to make further progress.'
For further information please contact
Keith Falconer, Chairman 07747 066637
Impax Group plc
Ian Simm, Chief Executive 020 7432 2619
Impax Group plc
CHAIRMAN'S STATEMENT
Your Group has made outstanding progress in developing the business, and the
first thing I wish to do is to congratulate my colleagues who have worked so
successfully on your behalf. They were set and have fulfilled very challenging
objectives, and with the Group now on a secure footing, we are implementing a
plan to grow shareholder value significantly over the next few years.
Last year, I commented on the favourable growth prospects for our chosen sectors
- renewable energy, water and waste. Rising energy costs, unusual weather
patterns and a growing commitment to combat climate change have reinforced these
prospects. Conversations with investors suggest that they are increasingly aware
of the growth opportunities in environmental markets, and therefore I believe we
have a sound platform for the further expansion of our business.
Results for the period
The successful development of the business is not reflected in the financial
results for the period ended 30 September 2005, principally because two
significant fund raisings took place close to or just after the year end.
Turnover for the year was £1,725,060, almost unchanged from last year (2004:
£1,737,805). The operating loss for the year was £220,383 (2004: £293,430)
before two significant non-cash charges: £282,604 (2004: £282,604) for
amortisation of goodwill; and £154,488 (2004: nil) for shares awarded in the
Group's Employee Benefit Trust. In addition, the Group made an exceptional
profit of £129,216 from the sale of shares that it had previously received in
lieu of corporate finance fees.
Asset Management
The asset management division produced strong underlying fund performance and
expanded significantly during the year, securing three new mandates. In spite of
only a partial contribution from new assets, revenue increased 49% over the
previous year to £1,170,882.
The funds under management rose from £69m at the end of September 2004 to £170m
one year later, with the most significant contributor being Impax New Energy
Investors LP (the 'New Energy Fund'), which raised €60m (£41m) of capital
commitments in its first closing. As at 30 November 2005 total assets under
management were £229m.
Against a backdrop of rapid growth in environmental markets and rising company
earnings, the listed equity funds that we manage recovered strongly in the
period. In particular, the net asset value of Impax Environmental Markets plc
('IEM'), an investment trust quoted on the London Stock Exchange, rose 39% over
the year, significantly ahead of the MSCI World Index, which grew 20% in the
same period. On 14 November 2005 we were able to complete the fund raising for
an additional £60m of capital for IEM, taking its total net assets to £105m.
My interim statement reported that in December 2004 we completed fund raising
for and commenced management of Impax Environmental Markets (Ireland) ('IEMI'),
an open-ended investment fund listed on the Irish Stock Exchange, and that we
assumed management of the Amsterdam-listed ASN Milieufonds in April 2005. I am
pleased to report that both these funds have performed well. IEMI has grown
from £16.3m at launch to £26.5m at 30 November 2005 and the ASN fund has
expanded from €6.9m at the start of the financial year to €28.4m at 30 November
2005.
On 19 August 2005 we announced the first closing of the New Energy Fund, a 10
year fund investing in projects in the renewable energy and related sectors,
predominantly in Western Europe. Impax Group plc has committed to invest up to
€3.75m (£2.56m) in the fund. This fund has a target size of €125m and we are
continuing to market it to potential new investors.
Corporate Finance
As part of our strategy to create a fast-growing investment management company,
we have made significant personnel changes at Impax Capital Limited ('IC').
Earlier in the year we set up a small team focussed primarily on M&A activity,
while other IC staff supported the Group's fund raising activities. Following
the launch of the New Energy Fund, two IC staff members were reassigned to the
asset management team, and Melville Haggard joined DEFRA's Waste Implementation
Programme on a one-year secondment.
The M&A team, led by Nigel Taunt, completed five deals during the year: two
business acquisitions, two disposals and one financing/ partnership transaction.
With the benefit of the sale of shares referred to above, the corporate finance
activity made a positive financial contribution.
Employee Benefit Trust
An important action in the year was to establish an Employee Benefit Trust. The
purpose of establishing this incentive arrangement is to motivate and
incentivise eligible participants to achieve value for shareholders.
Prospects
The considerable potential for Impax is beginning to be realised. In the year
just started, the Group will have the full benefit of the New Energy Fund and
the increased contribution from the enlarged investment trust.
We have an excellent, committed team, led by Ian Simm and they, with a highly
supportive and hard working board, will endeavour to build further shareholder
value in the coming year.
J Keith R Falconer
9 December 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 30 September 2005
Note 2005 2004
£ £
TURNOVER 3 1,725,060 1,737,805
--------- --------
Operating loss 3 (657,475) (576,034)
Profit on disposal of investment 5 129,216 -
--------- --------
(528,259) (576,034)
Interest receivable and similar income 131,140 66,612
Interest payable and similar charges (196,095) (186,349)
--------- --------
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION (593,214) (695,771)
Tax on loss on ordinary activities 6 - -
--------- --------
(593,214) (695,771)
========= ========
LOSS PER SHARE 9
Basic (1.56)p (1.91)p
========= ========
Adjusted (0.75)p (1.14)p
========= ========
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Year ended 30 September 2005
2005 2004
£ £
Loss for the financial year (593,214) (695,771)
Currency translation differences 47,142 (259,708)
--------- --------
Total recognised losses for the year (546,072) (955,479)
========= ========
CONSOLIDATED BALANCE SHEET
As at 30 September 2005
2005 2004
£ £
FIXED ASSETS
Intangible fixed assets 1,629,097 1,911,701
Tangible fixed assets 13,140 15,567
--------- --------
1,642,237 1,927,268
--------- --------
CURRENT ASSETS
Debtors due after one year 2,041,998 -
Debtors due in one year 1,283,384 844,037
Investments 79,752 2,236,134
Cash at bank and in hand 863,187 1,002,100
--------- --------
4,268,321 4,082,271
CREDITORS - amounts falling
due within one year (635,726) (476,088)
--------- --------
NET CURRENT ASSETS 3,632,595 3,606,183
--------- --------
TOTAL ASSETS LESS CURRENT
LIABILITIES 5,274,832 5,533,451
CREDITORS - amounts falling
due after more than one year
- Convertible unsecured loan stock (2,302,088) (2,255,505)
--------- --------
2,972,744 3,277,946
========= =========
CAPITAL AND RESERVES
Called up share capital 8,973,635 8,891,556
Share premium 759,069 758,791
Exchange equalisation reserve (713,831) (760,973)
Treasury shares (72,700) -
Other reserve 231,213 -
Profit and loss account (6,204,642) (5,611,428)
--------- ---------
EQUITY SHAREHOLDERS'
FUNDS 2,972,744 3,277,946
========= =========
CONSOLIDATED CASHFLOW STATEMENT
Year ended 30 September 2005
Note 2005 2004
£ £
NET CASH OUTFLOW FROM
OPERATING ACTIVITIES 10 (640,047) (349,112)
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE 11 (18,016) (38,302)
TAX PAID 11 - (32,741)
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT 11 231,495 (12,903)
ACQUISITIONS AND DISPOSALS 11 - 515,325
MANAGEMENT OF LIQUID RESOURCES 11 - 60,736
--------- --------
NET CASH OUTFLOW BEFORE FINANCING (426,568) 143,003
FINANCING 11 82,000 -
--------- --------
(DECREASE)/INCREASE IN CASH 12 (344,568) 143,003
========= ========
RECONCILIATION OF NET CASHFLOW TO
MOVEMENT IN NET DEBT
(DECREASE)/INCREASE IN CASH IN YEAR (344,568) 143,003
DECREASE IN CASH ON DEPOSIT
IN YEAR - (60,736)
--------- --------
CHANGES IN NET DEBT RESULTING
FROM CASHFLOWS (344,568) 82,267
NON CASH TRANSACTIONS
- conversion of Loan Stock (46,583) 44,495
- movement on Treasury reserve (72,700) -
- movement on Other reserve 231,213 -
TRANSLATION DIFFERENCES 47,142 (299,914)
--------- --------
MOVEMENT IN NET DEBT IN THE YEAR (185,496) (173,152)
NET DEBT AT 1 OCTOBER 2004 (1,253,405) (1,080,253)
--------- --------
NET DEBT AT 30 SEPTEMBER 2005 12 (1,438,901) (1,253,405)
========= =========
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 Group's accounts for the year ended 30 September
2005 on which the auditors, MRI Moores Rowland LLP, have given an unqualified
opinion.
2 ACCOUNTING POLICIES
The accounting policies used throughout the Group have not differed from those
published in last year's financial statements, except that the Group now holds a
current listed and unlisted investment. The policy adopted for these assets is
to mark listed investments to market and hold unlisted investments at cost.
3 TURNOVER, OPERATING LOSS AND NET ASSETS
Turnover relates solely to the principal activities of the Group.
Turnover
2005 2004
Europe £ £
Asset management and corporate finance advisory 1,725,060 1,737,805
======== ========
Operating loss
2005 2004
Europe £ £
Asset management and corporate finance advisory (374,871) (293,430)
Goodwill amortisation (282,604) (282,604)
-------- --------
(657,475) (576,034)
======== ========
Net assets
2005 2004
Europe £ £
Asset management and corporate finance advisory 655,318 840,061
United States
Loans receivable 2,317,426 2,437,885
-------- --------
2,972,744 3,277,946
======== ========
4 OPERATING LOSS
Operating loss is stated after charging £154,488 for an Employee Benefit Charge
(2004: £nil).
On 4 February 2005, shareholders approved the establishment by the Company of
the Impax Group Employee Benefit Trust (the 'EBT') as part of the Company's
employee incentive arrangements.
The issue of Ordinary Shares to the EBT by the Company gave rise to a charge of
£154,488 to the profit and loss account for the year. This forms part of a total
charge of £463,464 evenly spread over the three years to 30 September 2007,
which is the performance period for the share award. It is calculated in
accordance with the requirements of UITF 17 'Employee share schemes' by
reference to the mid market price of an Ordinary Share of 6.375p on the approval
date of 4 February 2005 and on the Directors' assumption that the EBT
performance criteria will be met and all of the shares will vest to employees
and their families.
5 EXCEPTIONAL ITEMS
2005 2004
£ £
Profit on disposal of listed investments 129,216 -
-------- --------
129,216 -
======== ========
In 1999, the Group acquired shares in Ensyn Group Inc. ('Ensyn') with a value of
£165,000, in consideration for fees. In 2002 full provision was made for
impairment of this unlisted investment.
In April 2005 Ensyn merged with a subsidiary of Ivanhoe Energy Inc. ('Ivanhoe'),
a listed company. The consideration for this merger took the form of a
combination of cash, shares in Ivanhoe and shares in Ensyn.
Following the merger the Group received the cash element of the consideration
and subsequently sold part of its holding in Ivanhoe. These transactions have
given rise to a gain of £294,216, being £165,000 write back of impairment of
unlisted investment and £129,216 profit on disposal of listed investment for the
Group for the year ended 30 September 2005 of which £236,609 has been realised.
6 TAX ON LOSS ON ORDINARY ACTIVITIES
2005 2004
£ £
UK taxation is based on the loss for the year at a rate
equivalent to 30% (2004: 30%): - -
-------- --------
Current year tax charge - -
======== ========
2005 2004
£ £
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (593,214) (695,771)
======== ========
Tax at 30% of loss on ordinary activities before
taxation (177,964) (208,731)
Effects of:
Capital gains 56,901 -
Current year trading losses utilised (56,901) -
Non-deductible expenses 162,147 9,069
Capital allowances (3,927) (4,725)
Non chargeable income (49,500) -
Amortisation 84,781 84,781
(Losses utilised)/losses carried forward (15,537) 119,606
-------- --------
Current year tax charge - -
======== ========
The Group has tax losses of approximately £5.0m (2004: £4.4m) available for
offset against future taxable profits in the UK. Given the pre-tax loss for the
year ended 2005, the Directors consider it inappropriate not to recognise a
deferred tax asset at this point in time.
7 FOREIGN CURRENCIES
The results of subsidiary undertakings reporting in foreign currencies are
translated at the average rate ruling in the accounting period (US$1.85: £1;
2004: US$1.70: £1) and the assets and liabilities at the rate ruling at the
balance sheet date (US$1.76: £1; 2004: US$1.80: £1).
8 DIVIDENDS
No dividend is proposed.
9 LOSS PER SHARE
The calculation of loss per share is based on the loss for the year of £593,214
and on the weighted average number of ordinary shares in issue of 38,065,022
(2004: loss of £695,771 on shares in issue of 36,377,018).
In order to show results from operating activities on a comparable basis, an
adjusted loss per share has been calculated which excludes goodwill amortisation
of £282,604 (2004: £282,604), exceptional items of £129,216 (2004: £nil) and EBT
charge of £154,488 (2004: £nil).
10 RECONCILIATION OF OPERATING LOSS TO NET
CASH OUTFLOW FROM OPERATING ACTIVITIES
2005 2004
£ £
Operating loss (657,475) (576,034)
Write back impairment of unlisted investment (165,000) -
Revaluation of listed and unlisted investments (22,145) -
Depreciation charges 7,542 5,949
Amortisation of goodwill 282,604 282,604
Increase in debtors (245,211) (73,032)
Increase in creditors 159,638 11,401
-------- --------
Net cash outflow from operating activities (640,047) (349,112)
======== ========
11 ANALYSIS OF CHANGES IN CASHFLOWS
DURING THE YEAR
2005 2004
RETURNS ON INVESTMENTS £ £
AND SERVICING OF FINANCE
Interest received 131,140 66,612
Interest paid (149,156) (104,914)
-------- --------
(18,016) (38,302)
======== ========
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets (5,114) (12,903)
Proceeds from sale of investments 236,609 -
-------- --------
231,495 (12,903)
======== ========
ACQUISITIONS AND DISPOSALS
Net proceeds from disposal of subsidiaries - 332,755
Repayments received - 182,570
-------- --------
- 515,325
======== ========
MANAGEMENT OF LIQUID RESOURCES
Cash held on deposit to support oil activities - 60,736
-------- --------
- 60,736
======== ========
FINANCING
Issue of share capital 82,000 -
-------- --------
82,000 -
======== ========
TAXATION
Tax paid - (32,741)
-------- --------
- (32,741)
======== ========
12 ANALYSIS OF CHANGES IN NET DEBT
1 October Cash Translation Non-cash 30 September
2004 Flow Difference transactions 2005
£ £ £ £ £
Cash at bank
and in 1,002,100 (344,568) 47,142 158,513 863,187
hand
Debt due after
one (2,255,505) - - (46,583) (2,302,088)
year ------- -------- --------- --------- --------
NET DEBT (1,253,405) (344,568) 47,142 111,930 (1,438,901)
======== ========= ========= ======== =======
13 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2005 2004
£ £
Loss for the financial year (593,214) (695,771)
Conversion of Loan Stock 357 91,434
Issue of Shares - EBT 82,000 -
Treasury Shares - EBT (72,700) -
Other Reserve - EBT 231,213 -
Translation Adjustments 47,142 (259,708)
-------- --------
Net reduction in
shareholders' funds (305,202) (864,045)
Opening shareholders' funds 3,277,946 4,141,991
-------- --------
Closing shareholders' funds 2,972,744 3,277,946
======== ========
Copies of the report and accounts of the Company for the year ended 30 September
2005 will be sent to shareholders. Copies will also be available on the
Company's web site www.impax.co.uk and may be collected from the Registered
Office.
Registered Office:
Broughton House
6-8 Sackville Street
London W1S 3DG
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