Half Yearly Report

RNS Number : 8011D
Renew Holdings PLC
22 May 2012
 



22 May 2012

 

Renew Holdings plc

("Renew" or the "Group")

 

Interim results

 

Renew (AIM: RNWH), the Engineering Services Group supporting UK infrastructure, announces record interim results for the six months ended 31 March 2012 with growth in revenue, operating profit and operating margin. The interim dividend is increased by 5% to 1.05p (H1 2011: 1.00p). Engineering Services now accounts for 58% of the Group revenue (H1 2011: 46%) and 82% (H1 2011: 72%) of operating profits, prior to central costs.

 

Financial Highlights


H1 2012

H1 2011


           

Revenue

£183.7m

£155.5m


+18%

Adjusted operating profit*

£4.7m

£2.2m


+108%

Operating margin

2.5%

1.4%


+79%

Adjusted profit before tax*

£4.4m

£2.3m


+95%

Reported profit before tax

£4.2m

£0.6m


+624%

Adjusted earnings per share*

5.45p

3.11p


+75%

Interim Dividend per share

1.05p

1.00p


+5%

 

* Pre-exceptional items and amortisation charges

 

Operational Highlights

 

·     Engineering Services revenue up 49% to £106.5m (H1 2011: £71.3m)

·     Engineering Services operating profit up 88% to £4.5m (H1 2011: £2.4m)

·     Engineering Services order book up 40% to £229m (H1 2011: £164m)

·     Group revenue fully secured for the remainder of the financial year

·     Net debt reduced to £6.9m (H1 2011: £10.3m)

 

R J Harrison OBE, Chairman said: "We have made excellent strategic progress and in doing so delivered record interim results. Our conservatively accounted forward order book gives good visibility for future revenue and we continue to secure new positions on key frameworks in our target markets. The Board expects further progress in revenue, operating profit and margin in the second half of the financial year."

 

Enquiries:

Renew Holdings plc

                      Tel: 0113 281 4200

Brian May, Chief Executive


John Samuel, Group Finance Director




N+1 Brewin

                      Tel: 0845 213 4730

Sandy Fraser / Richard Lindley




Walbrook PR

                      Tel: 020 7933 8780

Paul McManus (Media Relations)

Mob: 07980 541 893 or paul.mcmanus@walbrookpr.com

Paul Cornelius (Investor Relations)

Mob: 07827 879 496 or paul.cornelius@walbrookir.com

 

 

 

 

 

About Renew Holdings plc

 

Engineering Services, which now accounts for nearly 60% of Group revenue and over 80% of operating profit, focuses on the key markets of Energy (including Nuclear), Environmental and Infrastructure, which are largely governed by regulation and benefit from non-discretionary spend with long-term visibility of committed funding.

 

Specialist Building focuses on New Build Social Housing, High Quality Residential and Retail markets in the South of England.

 

The Group has 75 framework agreements; 62 of these are in Engineering Services with 43 of those being non-discretionary in nature.

 

For more information please visit the Renew Holdings plc website: www.renewholdings.com

 



 

Chairman's Statement

The first half of 2012 has seen record interim results with the Group achieving growth in revenue, operating profit and operating margin. Group operating profit, prior to amortisation and exceptional charges, more than doubled to £4.7m in the period (2011: £2.2m), on revenue up 18% to £183.7m (2011: £155.5m). Operating margin grew by 79% to 2.5% (2011: 1.4%). Adjusted earnings per share grew by 75% to 5.45p (2011: 3.11p). 

 

The Board is increasing the interim dividend by 5% to 1.05p per share (2011: 1.00p) which will be paid on 9 July 2012 to shareholders on the register at 8 June 2012.

 

The Group's cash balance was £3.1m (2011: £4.7m) with net debt reduced to £6.9m (2011: £10.3m).  The Board expects to reduce net debt further in the second half of the financial year.

 

Renew's established strategy is to grow its Engineering Services activities both organically and with selective acquisitions. The acquisition of Amco in February 2011 has contributed to an increase in Engineering Services revenue of almost 50% to £106.5m (2011: £71.3m) which now accounts for 58% of Group revenue (2011: 46%) and 82% (2011: 72%) of operating profits, prior to central costs. Amco continues to deliver financial performance in line with our expectations at the time of the acquisition. 

 

The Group's order book at 31 March 2012 was £304m (2011: £334m). The reduction from one year ago is due to the Group's decision to exit from non-specialist building activities in the North. Our Specialist Building business is now concentrated on target markets in the South where we have both an established market position and expertise. The Engineering Services order book is 40% higher than one year ago at £229m (2011: £164m). In the last six months, the Group has increased its number of framework agreements by 20% to 75. Of these, 62 are in Engineering Services, with 43 of those being non-discretionary in nature. The value of potential future work which may arise from our 32 project frameworks is not included in the order book. The Group's revenue is fully secured for the remainder of the financial year. 

 

The UK's infrastructure is supported by essential ongoing programmes of non-discretionary maintenance and enhancement, many underpinned by regulatory requirements. Renew's focus on these programmes in its target Engineering Services markets of Energy, Environmental and Infrastructure reinforces the Group's resilience in the current difficult economic climate. The Board remains confident that Renew's robust market position will enable operating profit to continue to improve, driven by growth in both revenue and margin. 

 

R J Harrison OBE

Chairman
22 May 2012



 

 

Chief Executive's Review

 

The Group has continued to grow its provision of Engineering Services which maintain and develop critical areas of UK infrastructure in the Energy, Environmental and Infrastructure markets and has increased both revenue and profitability. These Engineering Services are delivered by our multidisciplinary workforce employed by our strong local and independently branded operating businesses.

 

Our Specialist Building activities are concentrated on established, resilient and sustainable markets in the South and the Group has also increased profitability and improved operating margins in this business segment.

 

Engineering Services

 

Renew targets markets where non-discretionary spending is driven mainly by regulatory requirements giving good visibility of work and security of funding. During the first half of the year, Engineering Services revenue was £106.5m (2011: £71.3m), an increase of 49%. Operating profit increased by 88% to £4.5m (2011: £2.4m) with the operating margin up 24% at 4.2% (2011: 3.4%).

 

The Engineering Services order book at 31 March 2012 increased by 40% to £229m (2011: £164m) compared to one year ago and by 28% compared to 30 September 2011. Engineering Services represents 75% of the Group's order book with 61% generated through non-discretionary frameworks. The order book beyond the current financial year is over £120m which provides strong visibility of future revenue.

 

Energy

 

Renew operates nationally across the nuclear, gas, coal, wind, hydro and biomass energy generation sectors. Work is accessed mainly under the Group's 25 framework agreements, 18 of which are for non-discretionary engineering maintenance works.

 

Renew remains the largest mechanical and electrical contractor at Sellafield, where over 50% of the Nuclear Decommissioning Authority's annual budget of £3bn is deployed. Demand has increased in a number of areas at the site where work is delivered principally through 7 framework agreements including the Multi Discipline Site Wide framework, the Decommissioning framework and a number of service and spares support agreements. 

 

In addition to these long standing arrangements, we have recently secured appointments to a number of new frameworks: 

 

·     The Sellafield Retrievals and Decommissioning framework provides multidisciplinary support to decommissioning operations.

·     The Bulk Sludge Retrieval framework is associated with the high hazard reduction programme with revenue expected to be around £26m over 4 years.

·     The Site Wide Asset Care contract is a 4 year agreement under which we provide a broad range of mechanical and electrical support services.

·     The National Nuclear Laboratory 3 year framework for ME&I site services at Sellafield was confirmed earlier this year and work has now commenced. 

 

On the major project programmes at Sellafield, work is ongoing on the Evaporator D, Encapsulated Product Store and Separation Area Ventilation schemes. Successfully completed projects include the Receipt and Storage facility, a critical project for Sellafield Ltd.

 

Additionally, the Group undertakes work currently at 8 other nuclear licenced sites across the UK. At Springfields, good progress is being made on a major decommissioning project. The framework contract for Magnox at Wylfa has been successfully renewed for a further 3 years. We also continue to support the consortia involved in the nuclear new build programme.

 

Long term maintenance and refurbishment works are undertaken at traditional and renewable energy sites across the UK. In renewables, a number of opportunities have been identified and we have been appointed to 2 hydroelectric generation framework agreements with Scottish Water and Welsh Water where design works are underway.


Environmental

 

Our operations in the Environmental sector are underpinned by 22 framework agreements.

 

In Water, we have 6 frameworks with Northumbrian Water. We continue to undertake schemes through our longstanding wastewater project framework and contracts at Kilton Beck and Longbenton have been successfully completed in the period. We are seeing increased workload from our 5 non-discretionary maintenance frameworks which cover sewer maintenance, strategic water mains maintenance and trunk mains cleansing.

 

In Land Remediation, we were reappointed to National Grid's frameworks for gasworks remediation on a national basis. These frameworks are for an initial period of 3 years with an option to extend for a further 2 years. They have an anticipated spend of more than £30m per annum and comprise both of the design and build frameworks, North and South, along with a nationwide small works framework.   

 

Our work for the Environment Agency continues through 7 minor works and river maintenance framework agreements including 2 new appointments in the South East, providing civil, mechanical and electrical services. We were also recently appointed to the Environment Agency's National Contaminated Land Remediation Contractors framework.

 

Our ongoing maintenance works continue for Cleveland Potash and a new framework agreement for service provision has extended our long standing relationship with this client for whom we are also currently carrying out a major shaft repair project.

 

Infrastructure

 

The Group continues to provide civil, mechanical and electrical engineering services across the UK rail network through 11 framework agreements. Our focus is on infrastructure renewal, enhancements and maintenance and Amco is a leading provider of engineering maintenance works nationally to Network Rail.

 

In the period, works have been undertaken for Network Rail on the Building and Civils Delivery Partnership frameworks and the National Electrification & Plant framework. Our asset management frameworks with Network Rail have been renewed for a further 3 year period with 2 year extension options. In addition, we have secured a new framework appointment for Asset Management in Scotland. 

 

Projects completed in the period for Network Rail include major repair works at the Ore Tunnel near Hastings, utilising Amco's market leading expertise in tunnel refurbishment.


Specialist Building


Specialist Building activity continues in the South where work is focused on New Build Social Housing, High Quality Residential and Retail markets which provide ongoing sustainable opportunities. Specialist Building revenue was £76.8m (2011: £83.1m) with an operating profit of £1.0m (2011: £0.9m) at an improved margin of 1.3% (2011: 1.1%). The forward order book stood at £75m (2011: £170m).

 

In New Build Social Housing, opportunities remain strong in the South East where the Group has 13 frameworks with a number of leading housing associations. Recent awards include projects for Notting Hill Home Ownership, The Peabody Trust and London & Quadrant Housing Association.   

 

High Quality Residential work is undertaken in London and the surrounding counties most of which requires the provision of technically challenging temporary engineering works. Major projects in Mayfair and Belgravia have been successfully completed in the period. Opportunity levels remain good with awards recently received for projects in Wentworth, Wimbledon and Chelsea.

 

In Retail, we continue to carry out projects for longstanding clients Tesco and Cine-UK. In addition, further work has been secured for new clients including Odeon Cinemas.

 

Strategy

 

The Group's growth strategy is to increase revenue in Engineering Services and concentrate activities on the renewal, refurbishment and maintenance of operational assets in markets with strong regulatory drivers which provide good visibility of sustainable earnings. We continue to explore opportunities to increase the skills and expertise of the Group in Engineering Services through acquisitions with attractive and sustainable margins.

 

Brian May

Chief Executive

22 May 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group income statement

for the six months ended 31 March 2012






 

 

 

 

 

 

 

 

 

 

 

Before exceptional items and amortisation of intangible assets

 

 

 

 

 

 

 

 

 

 

 

Exceptional items and amortisation of intangible assets

(see Note 3)



 

 

 

 

 

 

 

 

 

 

 

Before exceptional items and amortisation of intangible assets

 

Exceptional items and amortisation of intangible assets

(see Note 3)

 





Six months ended 

31 March

Year ended

30 September


Note

 

 

2012

Unaudited

£000

 

 

2012

Unaudited

£000

 

 

2012

Unaudited

£000

 

 

*2011

Unaudited

£000

2011 Audited

£000

2011 Audited

£000

2011 Audited

£000

Group revenue from continuing activities

2

183,709

-

183,709

155,477

356,667

-

356,667

Cost of sales


(162,482)

-

(162,482)

(137,762)

(322,679)

-

(322,679)

Gross profit


21,227

-

21,227

17,715

33,988

-

33,988

Administrative expenses


(16,570)

(250)

(16,820)

(17,174)

(26,187)

(5,651)

(31,838)

Operating profit

2

4,657

(250)

4,407

541

7,801

(5,651)

2,150

Finance income


35

-

35

114

167

-

167

Finance costs


(307)

-

(307)

(99)

(387)

-

(387)

Other finance income  - defined benefit pension schemes


 

59

-

59

23

530

-

530

Profit before income tax

2

4,444

(250)

4,194

579

8,111

(5,651)

2,460

Income tax expense

4

(1,180)

63

(1,117)

(280)

(2,375)

1,220

(1,155)

Profit for the period attributable to equity holders of the parent company


 

3,264

(187)

3,077

299

5,736

(4,431)

1,305

Basic earnings per share

5



5.14p

0.50p



2.18p

Diluted earnings per share

5



4.95p

0.48p



2.10p










Proposed dividend

6



1.05p

1.00p



2.00p


 

 

 

 

 

 

Group statement of comprehensive income

Six months ended

Year ended

 

for the six months ended 31 March 2012


31 March

30 September

 



2012

2011

2011

 



Unaudited

Unaudited

Audited

 



£000

£000

 £000

 






 

Profit for the period attributable to equity holders of the parent company


3,077

299

1,305

 

Exchange movement in reserves


(317)

(200)

123

 

Movements in actuarial deficit


-

-

(5,265)

 

Movement on deferred tax relating to the defined benefit pension schemes


-

-

1,382

 

Total comprehensive income for the period attributable to equity holders of the parent company


2,760

99


(2,455)

 







 

 

  

 

 

 

 

 

Group statement of changes in equity

for the six months ended 31 March 2012

 

 

                                   

Called up

Share

Capital

Cumulative

Share based

Retained

Total


share

premium

redemption

translation

payments

earnings

equity


capital

account

reserve

adjustment

reserve


Unaudited


£000

£000

£000

£000

£000

£000

£000









At 1 October 2010

5,990

5,893

3,896

1,059

217

(3,893)

13,162

Transfer from income

statement for the period






 

299

 

299

Dividends paid






(1,196)

(1,196)

Recognition of share based payments





 

36


 

36

Exchange differences




(200)



(200)

At 31 March 2011

5,990

5,893

3,896

859

253

(4,790)

12,101

Transfer from income statement for the period






 

1,006

 

1,006

Dividends paid






(601)

(601)

Recognition of share based payments





 

30


 

30

Exchange differences




323



323

Actuarial losses recognised in pension schemes






 

(5,265)

 

(5,265)

Movement on deferred tax relating to the pension schemes






 

 

1,382

 

 

1,382

At 30 September 2011

5,990

5,893

3,896

1,182

283

(8,268)

8,976

Transfer from income statement for the period






 

3,077

 

3,077

Dividends paid






(1,196)

(1,196)

Recognition of share based payments





 

(10)


 

(10)

Exchange differences




(317)



(317)

At 31 March 2012

5,990

5,893

3,896

865

273

(6,387)

10,530

 

 

  

 

Group balance sheet

 

 

 

 

at 31 March 2012

 

 

 

 

 

 

31 March

30 September

 

 

2012

2011

2011

 

 

 

(Restated*)

(Restated*)

 

 

Unaudited

Unaudited

Audited

 

 

£000

£000

 £000

Non-current assets

 

 

 

 

Intangible assets -goodwill

 

27,727

27,727

27,727

                         -other

 

2,500

3,000

2,750

Property, plant and equipment

 

4,567

4,817

4,805

Retirement benefit assets

 

2,925

3,284

Deferred tax assets

 

2,909

3,547

3,069

 

 

40,628

42,375

39,440

Current assets

 

 

 

 

Inventories

 

8,744

8,464

8,918

Trade and other receivables

 

86,912

94,814

84,901

Current tax assets

 

906

295

906

Cash and cash equivalents

 

3,063

4,670

5,688

 

 

99,625

108,243

100,413

 

 

 

 

 

Total assets

 

140,253

150,618

139,853

 

 

 

 

 

Non-current liabilities

 

 

 

 

Borrowings

 

(5,000)

(10,000)

(7,500)

Obligations under finance leases

 

(345)

(246)

(369)

Retirement benefit obligations

 

(119)

-

(119)

Deferred tax liabilities

 

(1,469)

(1,581)

(1,091)

Provisions

 

(566)

(424)

(566)

 

 

(7,499)

(12,251)

(9,645)

Current liabilities

 

 

 

 

Borrowings

 

(5,000)

(5,000)

(5,000)

Trade and other payables

 

(115,862)

(119,916)

(115,544)

Obligations under finance leases

 

(386)

(125)

(291)

Current tax liabilities

 

(810)

(217)

(231)

Provisions

 

(166)

(1,008)

(166)

 

 

(122,224)

(126,266)

(121,232)

 

 

 

 

 

Total liabilities

 

(129,723)

(138,517)

(130,877)

 

 

 

 

 

Net assets

 

10,530

12,101

8,976

 

 

 

 

 

Share capital

 

5,990

5,990

5,990

Share premium account

 

5,893

5,893

5,893

Capital redemption reserve

 

3,896

3,896

3,896

Cumulative translation adjustment

 

865

859

1,182

Share based payments reserve

 

273

253

283

Retained earnings

 

(6,387)

(4,790)

(8,268)

Total equity

 

10,530

12,101

8,976

 

* Details of the restated balance sheets are set out in Note 7.

 

 

Group cashflow statement

 

 

 

for the six months ended 31 March 2012

 

 

 

 

Six months ended     

Year ended 

 

31 March

30 September

 

2012

2011

2011

 

Unaudited

Unaudited

Audited

 

£000

£000

 £000

 

 

 

 

Profit for the period

3,077

299

1,305

Amortisation of intangible assets

250

154

404

Depreciation

530

527

1,159

(Profit)/loss on sale of property, plant and equipment

(98)

25

(25)

Increase in inventories

(48)

(16)

(244)

(Increase)/decrease in receivables

(2,151)

(1,958)

8,100

Increase/(decrease) in payables

398

5,064

(41)

Current service cost in respect of defined benefit pension scheme

28

38

56

Cash contribution to defined benefit schemes

(1,836)

(1,562)

(4,039)

(Credit)/expense in respect of share options

(10)

36

66

Financial income

(94)

(137)

(697)

Financial expenses

307

99

387

Interest paid

(307)

(99)

(387)

Income taxes paid

-

(417)

(523)

Income tax expense

1,117

280

1,155

 

 

 

 

Net cash inflow from operating activities

1,163

2,333

6,676

 

 

 

 

Investing activities

 

 

 

Interest received

35

114

167

Proceeds on disposal of property, plant and equipment

139

1,689

1,782

Purchases of property, plant and equipment

(333)

(186)

(849)

Acquisition of subsidiary net of cash acquired

-

(29,319)

(29,319)

Net cash outflow from investing activities

(159)

(27,702)

(28,219)

 

 

 

 

Financing activities

 

 

 

Dividends paid

(1,196)

(1,196)

(1,797)

New loan

-

15,000

15,000

Loan repayments

(2,500)

-

(2,500)

Inception of new leases

240

-

396

Repayment of obligations under finance leases

(169)

(8)

(115)

Net cash (outflow)/inflow from financing activities

(3,625)

13,796

10,984

 

 

 

 

Net decrease in cash and cash equivalents

(2,621)

(11,573)

(10,559)

 

 

 

 

Cash and cash equivalents at the beginning of the period

5,688

16,245

16,245

 

 

 

 

Effect of foreign exchange rate changes

(4)

(2)

2

 

 

 

 

Cash and cash equivalents at the end of the period

3,063

4,670

5,688

 

 

 

 

Bank balances and cash

3,063

4,670

5,688

 

 

 

 

 

 

 

NOTES TO THE ACCOUNTS

 

Note 1 Basis of preparation

 

(a) This consolidated interim financial report for the six months ended 31 March 2012 and the equivalent period in 2011 have not been audited or reviewed by the Group's auditor. They do not comprise statutory accounts within the meaning of Section 435 of the Companies Act 2006. They have been prepared under the historical cost convention and on a going concern basis in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. This interim financial report does not comply with IAS 34 "Interim Financial Reporting", which is not currently required to be applied for AIM companies.  This interim report was approved by the Directors on 22 May 2012.

                                   

(b) The accounts for the year ended 30 September 2011 were prepared under IFRS and have been delivered to the Registrar of Companies. The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498(2) or (3) of the Companies Act 2006. In this report, the comparative figures for the year ended 30 September 2011 have been audited. The comparative figures for the period ended 31 March 2011 are unaudited.

 

(c) For the year ending 30 September 2012, there are no new accounting standards which have been adopted by the EU, applied or implemented for this interim financial report.

 

(d) The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. 

 

(e) The balance sheets at 31 March 2011 and 30 September 2011 have been restated to reflect hindsight adjustments relating to the acquisition made in the year ended 30 September 2011. These adjustments affect retirement benefit assets, accruals, current tax assets, deferred tax and goodwill.

 

This interim statement is being sent to all shareholders and is also available upon request from the Company Secretary, Renew Holdings plc, Yew Trees, Main Street North, Aberford, West Yorkshire LS25 3AA, or via the website www.renewholdings.com.

 

  

Note 2 Segmental analysis                                                                                                                                                                                                                 

Operating segments have been identified based on the internal reporting information provided to the Group's Chief Operating Decision Maker. From such information, Engineering Services and Specialist Building have been determined to represent operating segments.                                                                                                        

 

                                                                                                                                               

Six months ended

31 March

Year ended

30 September


2012

2011

2011


Unaudited

Unaudited

Audited

Revenue is analysed as follows:

£000

£000

 £000


 

 

 

Engineering Services

106,549

71,338

176,715

Specialist Building

76,751

83,079

178,902

Inter segment revenue

(11)

(60)

(61)

Segment revenue

183,289

154,357

355,556

Central activities

420

1,120

1,111

Group revenue from continuing operations

183,709

155,477

356,667



 

 



 

 



 

 

 

 

 

 

 

 


Before exceptional items and amortisation of intangible assets

2012 Unaudited

£000

 

Exceptional items and

amortisation of intangible assets

2012 Unaudited

£000

Six months ended

31 March

Before exceptional items and

amortisation of intangible assets

2011

Audited

£000

 

Exceptional items and

amortisation of intangible assets

2011

Audited

£000

 

Year Ended

30 September

2011

Audited

£000


2012 Unaudited

£000

 

*2011

Unaudited

£000

Analysis of operating profit








Engineering Services

4,495

-

4,495

2,397

7,401

(482)

6,919

Specialist Building

985

-

985

938

1,907

(3,332)

(1,425)

Segment operating profit

5,480

-

5,480

3,335

9,308

(3,814)

5,494

Central activities

(823)

(250)

(1,073)

(2,794)

(1,507)

(1,837)

(3,344)

Operating profit

4,657

(250)

4,407

541

7,801

(5,651)

2,150

Net financing income

    (213)

-

(213)

38

310

-

310

Profit before income tax

4,444

(250)

4,194

579

8,111

(5,651)

2,460

 

*Operating profit for the six months ended 31 March 2011 is after charging £1,547,000 exceptional costs and £154,000 of amortisation cost.

Note 3 Exceptional items and amortisation of intangible assets

 

 

Six months ended

 

Year ended

 

31 March

 

30 September


2012


2011


2011


Unaudited


Unaudited


Audited


£000


£000


£000

Redundancy and restructuring costs

-


-


3,680

Amco acquisition costs

-


1,347


1,357

Additional provision in respect of OFT fine

-


200


200

Legal fees in connection with OFT fine

-


-


10

Total exceptional items

-


1,547


5,247

Amortisation of intangible assets

250


154


404


250


1,701


5,651

 

Note 4 Income tax expense

 


Six months ended

Year ended


31 March

30 September


2012

2011

2011


Unaudited

Unaudited

Audited

 

£000

£000

 £000

Current tax:




UK corporation tax on profits for the period

(579)

(75)

-

Adjustments in respect of previous periods

-

-

417

Total current tax

(579)

(75)

417

Deferred tax

(538)

(205)

(1,572)

Income tax expense

(1,117)

(280)

(1,155)

 

Note 5 Earnings per share                             

                                                              Six months ended 31 March

Year ended 30 September



2012




 

2011




2011




Unaudited




 

Unaudited




Audited



Earnings

EPS

DEPS


Earnings

EPS

DEPS


Earnings

EPS

DEPS


£000

Pence

Pence


£000

Pence

Pence


£000

Pence

Pence

Earnings before exceptional costs and amortisation

 

3,264

5.45

5.25


 

1,865

3.11

2.97


5,736

9.58

9.24

Exceptional costs and amortisation

 

(187)

(0.31)

(0.30)


 

(1,566)

(2.61)

(2.49)


(4,431)

(7.40)

(7.14)

Basic earnings per share

 

3,077

5.14

4.95


 

299

0.50

0.48


1,305

2.18

2.10

























Weighted average number of shares


59,899

62,127



59,899

62,803



59,899

62,093

 

The dilutive effect of share options is to increase the number of shares by 2,228,000 (March 2011: 2,904,000; September 2011: 2,194,000) and reduce the basic earnings per share by 0.19p (March 2011: 0.02p; September 2011: 0.08p).

 

Note 6 Dividends                    

                       

The proposed interim dividend is 1.05p per share (2011: 1.00p).  This will be paid out of the Company's available distributable reserves to shareholders on the register on 8 June 2012, payable on 9 July 2012. In accordance with IAS 1, dividends are recorded only when paid and are shown as a movement in equity rather than as a charge in the income statement.

 

Note 7 Acquisition of subsidiary

 

On 23 February 2011, the Company acquired the whole of the issued share capital of Amco Group Holdings Limited ("Amco") for a consideration of £27.1m, of which £20.9m was paid in cash and £6.2m in deferred consideration.

 

The value of the assets and liabilities of Amco at the date of acquisition were:

 

 

 

Book value

Adjustments

Fair value as reported at

31 March 2011

 

Hindsight

adjustments

Fair value as restated at

31 March 2011

 

 

£000

£000

 £000

£000

 £000

Non-current assets

 

 

 

 

 

 

Intangible assets - goodwill

 

-

15,247

15,247

 

2,922

18,169

                        -other

 

-

3,000

3,000

 

-

3,000

Property, plant and equipment

 

1,571

611

2,182

 

-

2,182

Retirement benefit assets

 

2,628

-

2,628

 

(1,966)

662

Deferred tax assets

 

212

52

264

 

-

264

 

 

4,411

18,910

23,321

956

24,277

Current assets

 

 

 

 

 

 

Inventories

 

10

-

10

-

10

Trade and other receivables

 

22,945

-

22,945

 

-

22,945

Current tax assets

 

-

-

-

 

260

260

 

 

22,955

-

22,955

260

23,215

Total assets

 

27,366

18,910

46,276

1,216

47,492

Non-current liabilities

 

 

 

 

 

 

Obligations under finance leases

 

(248)

-

(248)

 

 

-

(248)

Deferred tax liabilities

 

(736)

-

(736)

 

(216)

(952)

 

 

(984)

-

(984)

(216)

(1,200)

Current liabilities

 

 

 

 

 

 

Borrowings

 

(2,266)

-

(2,266)

-

(2,266)

Trade and other payables

 

(15,561)

(201)

(15,762)

 

(1,000)

(16,762)

Obligations under finance leases

 

(125)

-

(125)

 

 

-

(125)

Current tax liabilities

 

(86)

-

(86)

 

-

(86)

 

 

(18,038)

(201)

(18,239)

(1,000)

(19,239)

Total liabilities

 

(19,022)

(201)

(19,223)

(1,216)

(20,439)

Net assets

 

8,344

18,709

27,053

-

27,053

 

 

 

Fair value adjustments arising from the acquisition

 

In accordance with IFRS 3, the Board has reviewed the fair value of assets and liabilities using information available up to 12 months after the date of acquisition. 

 

Retirement benefit assets

 

The Directors have reviewed the actuarial assumptions adopted by the previous Board of Amco and decided to adjust the assumptions used to value pension scheme liabilities.  Additionally, more reliable estimates of the mortality characteristics of the scheme's membership have been adopted.  These assumptions were set out in Note 24 of the Renew Holdings plc Annual Report 2011.  The impact of this review has been to increase goodwill and reduce the carrying value of the retirement benefit assets by £2.2m after accounting for deferred tax.  These adjustments have required the restatement of the Group balance sheet as at 31 March 2011.

 

Accruals

 

The Directors have reviewed the expected financial outcome in respect of contracts subsisting at the date of the acquisition and have accrued an additional £1.0m in respect of additional costs on one contract.  The effect of this is to increase goodwill, accruals and current tax assets by a net £0.7m.  These adjustments have required the restatement of the Group balance sheets as at 31 March 2011 and 30 September 2011.

 

Goodwill impairment review

 

The Board has also reviewed the goodwill arising on acquisition for impairment as required by IFRS 3.  No such impairment has been identified.

 

 

 

 

 

 

 


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