Final Results
Shanks Group PLC
28 May 2003
28 May 2003
Company Announcement
Shanks Group plc - Preliminary Results 2003
• Trading in line with pre-close statement
• Financial highlights were:
2003 2002
Turnover £551m £529m
Headline profit (before tax, exceptional items £34.5m £45.3m
and goodwill amortisation)
Exceptional items £(5.5)m £(8.4)m
Goodwill amortisation £(10.6)m £(10.0)m
__________ __________
Profit on ordinary activities before taxation £18.4m £26.9m
__________ __________
Core business net debt £279m £289m
PFI Companies net debt £19m £1m
__________ __________
Net Group debt £298m £290m
__________ __________
EBITDA (before exceptional items) £100m £113m
• Earnings per share:
Adjusted basic earnings per share (before exceptional items and 10.2p 3.2p
goodwill amortisation)
Basic earnings per share 4.0p 6.3p
• Proposed final dividend per share 3.8p 3.8p
Announcing the Preliminary Results for 2003 Group Chairman Mr I M Clubb made the
following statement:
In the year to 31 March 2003, the Group's turnover increased by 4% to £551m
(2002: £529m), mainly due to the 10% growth achieved in the Benelux region.
However headline profit before taxation, exceptional items and goodwill
amortisation fell by £10.8m to £34.5m (2002: £45.3m) in line with the Group's
pre-close trading statement released on 28 March 2003. The decline in UK Waste
Services more than offset improvements in the Group's other three operations, UK
Chemical Services, Belgium and the Netherlands. In addition, there were
exceptional charges totalling £5.5m (2002: £8.4m) and goodwill amortisation
amounted to £10.6m (2002: £10.0m). The resulting profit before tax was £18.4m
(2002: £26.9m).
The tax rate on headline profit was lower at 31% (2002: 32%). Profit after tax,
exceptional items and goodwill amortisation was therefore £9.3m (2002: £14.8m).
Earnings per share (eps) before exceptional items and goodwill amortisation fell
by 23% to 10.2p (2002: 13.2p). Basic eps was 4.0p (2002: 6.3p). Your Board
recommends an unchanged final dividend of 3.8 pence per share which, if approved
by shareholders, brings the total dividend for the year to 5.7 pence per share
(2002: 5.7p).
The exceptional charges of £5.5m arose from a provision of £3.2m relating to the
regulatory requirement to reduce historical leachate levels at UK landfill
sites, and £2.3m to cover UK restructuring costs and net losses on the disposal
of under-performing businesses and non-core assets.
The cash generation of the Group remains strong with earnings before interest,
taxation, depreciation, amortisation and exceptional items (EBITDA) at £100m
(2002: £113m). The Group net debt reduced by £32m, before additional Public
Finance Initiative (PFI) companies' debt of £18m and an adverse currency
translation effect of £22m. Group consolidated net borrowings therefore
increased by £8m to £298m (2002: £290m).
Net capital expenditure on the core business was £48m and on PFI companies was
£5m. Acquisitions in the core business were £3m and in PFI companies were £7m.
Interest expense remained broadly steady at £18.7m (2002: £18.8m) with interest
cover before exceptional items at 3 times.
DIVISIONAL REVIEW
UK Waste Services
Trading profits fell by £16.4m to £19.7m (2002: £36.1m). In part this reflects
the loss of the £5m benefit last year from wastes arising from the Foot and
Mouth crisis. The balance of this disappointing performance mainly resulted from
a decline in the landfill activity. Both collections and recycling were also
adversely affected by the difficult trading environment. In response, the
Division has been substantially restructured with four members of the senior
management team changed. The new organisation has a sharper operational focus
and, as a result of headcount reductions, a lower overall cost. All
underperforming units are in the process of review.
Landfill volumes were 13% down due to diversion of special waste as a result of
the Landfill Directive and the policy of sacrificing volumes in the pursuit of
higher prices. Prices have been increased to recover higher regulatory,
insurance and other costs but overall margins declined. The Collections and
Recycling unit suffered from lower volumes and recyclate prices. Power, produced
from landfill gas, increased profits due to the premium prices now available
from the Renewables Order and the installation of new capacity late in the year.
The East London Waste Authority (ELWA) PFI contract, worth in excess of £1bn in
revenues over 25 years, commenced in December 2002 and is performing according
to its business plan, as is the Argyll & Bute PFI contract which started in
August 2001.
UK Chemical Services
Trading losses reduced by £2.8m to £1.2m loss (2002: £4.0m loss). The cessation
of operations at the Pontypool high temperature incinerator delivered the
expected savings of £4m in the year. This decrease in available UK incineration
capacity appears to have stabilised prices in the sector.
The first contract to process Bone Meal (MBM) for the BSE crisis expired at the
start of the year. The new, fluidised bed plant which processes MBM under a
second contract has not been operating as planned. It was extensively modified
by the responsible contractor during the last quarter and since then, its
performance has been encouraging.
Other waste treatment activities have benefited from the diversion of special
wastes from landfill with both volume and prices increasing. On site services,
including overseas field services delivered an improved performance.
Belgium
Trading profits in Belgium increased by £1.4m to £14.5m (2002: £13.1m). Profits
benefited by £0.6m from the stronger Euro but the enhancement was mainly due to
improvements at De Paepe, Gent. As expected landfill volumes reduced and the
re-permitting application for additional void at our major site is progressing,
albeit slowly. Other operations including electricity from landfill gas have
performed well and have more than offset the reduced activity levels in Liege
and the start up costs of new municipal collection contracts, including the
first in Northern France.
The Netherlands
Trading profits increased by £0.9m to £25.9m (2002: £25.0m). These results
benefited by £1.1m from the stronger Euro but were adversely affected by higher
insurance and one-off pension costs totalling £1.2m.
The solid waste business performed satisfactorily but in the last quarter felt
the effects of a weakening market. Reym industrial cleaning continued to prosper
and the results from the Flection computer refurbishment business were steady.
ATM, the hazardous waste activity, increased its profits despite difficulties
with both the re-permitting of its pyrolysis plant and changes to the Dutch
specification of cleaned soil. Its oil/water separation business had an
excellent year, which offset these two issues.
DEVELOPMENTS
United Kingdom
The Group continues to bid on a selected number of long term local authority
waste disposal tenders based on the mechanical biological treatment (MBT)
technology provided by our Italian partner Ecodeco for the ELWA contract. It
remains preferred bidder at Dumfries and Galloway, which is expected to
financially close later this year. Planning permission has also been granted for
a green centre for the pre-processing of municipal waste using MBT at our
Bletchley site. The Group intends to build a select portfolio from similar
opportunities, mainly through PFI. This will provide a high degree of
predictability over long term cash flows and earnings.
The Power business will benefit from the recent increase in capacity and is also
a dependable source of low risk income.
Benelux
Three small tuck-in acquisitions were completed during the year which will
expand the business base. There are also a number of opportunities in Northern
France. The recent State Council decision regarding the ATM pyrolysis plant
should result in a permit being granted in the coming months.
OUTLOOK
The poor performance reported at UK Waste Services is expected to continue
although the reorganisation of this division together with the growth in its
Power and PFI businesses will partially mitigate the effects. The current Euro/
Sterling exchange rate will benefit the translation of earnings from the Benelux
region, where there are signs of a general economic slow down. Successful
resolution of the permit problems at ATM should benefit the financial results
later in the year.
The Group has assembled a wide range of capabilities to meet the changing market
conditions resulting from the implementation of European legislation and
increases in environmental taxes, especially in the UK. The longer term
prospects for the Group remain good but the continuing UK Waste Services
difficulties are expected to restrict overall growth in the current year.
CHIEF EXECUTIVE'S OPERATING REVIEW
2003 has been a year of contrast with our Continental businesses performing
creditably whilst severe trading difficulties have substantially reduced
operating profits in the UK. Notwithstanding these difficulties staff throughout
the Group have worked hard particularly to ensure a good cash flow result for
the year. I thank each one for their individual contribution.
Although minimum standards of waste management are governed by the European
Union, each country of operation is at a different stage of development. Each
business is therefore managed on an individual country basis. Each country
management contributes to proposed changes in the rapidly evolving regulatory
framework which defines the market for our services.
Group Turnover
Turnover rose by 4% to £551m. UK Waste Services revenue was static despite the
effect of £1/te increment in landfill tax, mainly due to the 13% decline in
landfill volumes. In contrast PFI projects and Power showed good growth. As
expected, UK Chemical Services turnover declined as the cessation of operations
at Pontypool more than offset the growth in other services. Benelux sales
increased by 10%, partially as a result of the stronger Euro which contributed
4% with the balance from the organic growth of the businesses in both countries.
United Kingdom
The UK operations consist of two divisions - Waste Services, which collects and
manages municipal, commercial and industrial wastes and Chemical Services, which
specialises in the treatment of hazardous chemical waste and related services
including recovery.
The results at UK Waste Services were disappointing with trading profits falling
by £16.4m from £36.1m to £19.7m. Landfill activities with profits down by £16m
have fared particularly poorly due to the end of Foot and Mouth inputs (-£5m),
steeply rising regulatory costs (-£7m) and lower core business volumes (-£7m)
offset by price increases (+£3m). The volume reduction was due to diversion of
waste from landfill as a result of the Landfill Directive, lower contaminated
spoil inputs and a campaign to increase prices to recover additional costs.
Results in the Collection and Recycling sector have also been unsatisfactory
with profits falling by £4m. As a consequence, Waste Services has been
substantially reorganised. Senior changes have been made and new analytical
skills are being brought to bear, particularly, on profitability.
More encouragingly the activities which the Group has been developing for the
future have performed much better. Profits from the generation of electricity
from landfill gas have increased by £3m because of higher prices on 15MW of
output under the Renewables Order and capacity increases of 16MW under the old
NFFO scheme.
The existing PFI project for Argyll & Bute to dispose of its municipal waste
continued to perform to its plan and, in December 2002, the Group brought the
ELWA contract to financial close. The profit improvement from these two projects
amounted to £0.8m.
The ELWA project provides a showcase for the new biological treatment technology
developed with our Italian partners Ecodeco. The Group is currently examining
the longer term prospect of using the output of this process as a fuel to
generate electricity. If successful the value of the technology is further
greatly enhanced giving it the potential to be the method of choice for the
disposal of municipal waste. Already several local authorities are expressing
keen interest.
Despite recording a loss of £1.2m (2002: £4.0m loss) the Chemical Services
division was cash positive in the year. Although these results remain
unsatisfactory considerable progress has been made. Savings resulting from the
cessation of operations at the Pontypool incinerator amount to £4.1m which more
than offset the £2.0m reduction from the expiry of the first contract to process
MBM. Prices for the remaining Fawley incineration plant have stabilised and
better capacity utilisation has resulted in an enhanced contribution. In
aggregate all other activities recorded an improvement of £0.7m.
Although the new fluidised bed plant to process MBM from the second contract
functioned for most of the year, its operations were characterised by capacity
restrictions and frequent stops to address shortcomings. The contractor
responsible executed major modifications to the plant in January and February
2003 since when its performance has greatly improved. Providing this improvement
is sustained results in 2003/4 should reflect this progress.
During the year the Prime Minister's Strategy Unit completed an extensive study
of waste management in England and published its findings in late 2002 under the
title 'Waste not, Want not'. Several recommendations were made to the Government
which has recently responded, both through the Chancellor's annual budget and
through a formal response from the Department for Environment, Food and Rural
Affairs (DEFRA) published as this report is being written. Crucially it is now
known that Landfill Tax will increase from £15/tonne in £3/tonne annual
increments commencing in April 2005. This policy will continue until a longer
term rate of c.£35/tonne is reached. This charge, coupled with other
initiatives, will greatly enhance the opportunity for the technology
successfully developed with our Italian partner Ecodeco for municipal wastes, as
typified by the ELWA project. Similarly a market will be created for the
recycling of industrial and commercial wastes similar to that found in the
Netherlands where the current landfill tax rate is already above £40/tonne.
The House of Commons EFRA standing committee examined the issue of hazardous
waste during the year. As a result of its recommendations a national Hazardous
Waste Forum has been established. High among its priorities is to ensure the
safe disposal of hazardous waste following the ending of the landfill
co-disposal practice in July 2004. This can only further expand the market for
Chemical Services.
Belgium
Belgium operations are similar to those in the UK but include specialist
demolition and soil cleaning at De Paepe and an industrial cleaning activity.
The management team in Belgium has delivered a creditable performance with
trading profit increasing by £1.4m to £14.5m. Better results at De Paepe in Gent
and in the Brabant district of Wallonia have been the principal drivers of the
underlying improvement of £0.8m.
Progress in the re-permitting of the extension to the Mont St Guibert landfill
remains slow. Maximum efforts are being made given the value of success to the
Group. The division is also having some notable successes in the area of
remediation of contaminated land. Several operating units provide synergistic
skills critical to the serving of this growing market. Opportunities just over
the border in Northern France are also being exploited to good effect.
Netherlands
Netherland operations are similar to those in Belgium but include a computer
refurbishment operation and exclude any landfill activity.
Trading profit in year improved by £0.9m to £25.9m which was almost entirely due
to the strengthening Euro. However, the operations performed well to
substantially recover cost increases in insurance and pension costs, lower soil
volumes due to uncertainty regarding cleaned soil specifications and reduced
economic activity. The industrial cleaning unit Reym fittingly celebrated its
50th anniversary in 2003 with a strong performance.
The Group remain pleased with these acquisitions made in 2000, where the
management team continues to build on its strong franchise particularly in the
Randstad area of the country. Success in the appeal to the State Council
concerning the permits for the ATM hazardous waste processing unit should lead
to a regularising of these problems and a resumption of third party waste inputs
into the pyrolysis plant in the second half of 2003/4. Recent clarification on
the specification for cleaned soils should also lead to an improvement in the
ATM soil processing facility. The export of certain waste streams for further
processing in Germany has also helped to contain costs.
Further initiatives including new waste wood processing capacity and the full
year effect of a recent acquisition in the Rotterdam area will further
complement the range of activities.
Prospects
The economies in the low countries are showing definite signs of slowing
particularly in the all important construction sector. With full use of the
pyrolysis plant and other capacity enhancements at ATM, this downturn should be
mitigated. Success in the re-permitting of the Mont St Guibert landfill will
ensure the continuation of the service to our important municipal customers in
Belgium. Opportunities continue to emerge in Northern France.
Improvements in UK performance remain the major challenge. Progress is being
made within Chemical Services and it is expected that recent actions taken
within Waste Services will begin to bear fruit later in the current year. In the
longer term initiatives already outlined in this report provide a strong
foundation for market leadership in our chosen sectors.
FINANCIAL DIRECTOR'S REVIEW
Accounting Policies
Given the high level of capital expenditure planned on PFI projects such as
ELWA, the Group is amending its accounting policy on capitalisation of interest.
With effect from 1 April 2003, the Group will capitalise directly attributable
interest on separately identifiable major capital projects. The effect of this
new policy on the results under review is not material.
The Group continues to defer the expensing of costs relating to the acquisition
of long term municipal waste contracts where it has attained preferred bidder
status. At the year end, these costs amounted to £1.2m (2002: £1.6m).
Accounting for the long term liabilities on landfill sites is governed by FRS 12
- Provisions and Contingencies. A real discount factor of 2% has been used to
assess the present value of these long term liabilities, which are expected to
be incurred between now and circa 2050. The annual unwinding of this discount is
shown in other finance charges.
Financial Results
The Operating Review covers the background to the Group's trading performance.
Interest costs remained steady at £18.7m (2002: £18.8m) reflecting the profile
of debt and interest rates during the year. Other finance charges comprise
discount unwind on long term landfill liabilities of £1.8m and amortisation of
bank fees of £0.5m. In addition, an exceptional finance charge of £0.5m arose on
the modification of the Group's banking covenants.
Goodwill amortisation rose by £0.6m to £10.6m (2002: £10.0m) with £0.3m arising
on Benelux tuck-in acquisitions and £0.3m due to currency movements.
Taxation
The average tax rate on headline profit was lower at 31% (2002: 32%) despite the
growing proportion of profits from countries with higher tax rates. The
underlying rates of tax for the year under review in the the countries where the
Group operates were UK: 30%, Netherlands: 35% and Belgium: 40%. The Group
suffers a higher charge on its UK landfill business as expenditure on void does
not attract capital allowances.
Cash Flow
The underlying cash generation on the core business was £32m after net
investments of £51m, but before the adverse effect of £22m on the translation of
Euro denominated debt into its sterling equivalent. Principal borrowings were
therefore reduced by £10m to £279m. The limited recourse debt of the PFI
companies which is consolidated into Group net debt increased by £18m to £19m.
Details of the Group's cash flow performance are shown in the table below.
2003 2002
Core Business PFI Business Total Total Change
_____________________________________________________________________________________________________________________
Operating Profit* 55 1 56 66 (10)
Depreciation/Landfill Provisions 44 - 44 47 (3)
EBITDA 99 1 100 113 (13)
Working Capital 29 (6) 23 (2) 25
Net Capex/Acquisitions (51) (12) (63) (55) (8)
Interest, Tax, Dividends and Other (45) (1) (46) (47) 1
_____________________________________________________________________________________________________________________
Underlying 32 (18) 14 9 5
Currency Translation (22) - (22) 3 (25)
_____________________________________________________________________________________________________________________
Group Cash Flow 10 (18) (8) 12 (20)
_____________________________________________________________________________________________________________________
*before goodwill amortisation and exceptional items
Capital Expenditure/Acquisitions
The Group spent £60m gross on capital expenditure (2002: £58m) and £10m on
acquisitions (2002: £3m). The major capital items in the year were power
generation equipment and the replacement of operating assets such as landfill
cells, vehicles and containers. Sales of fixed assets, including surplus
property raised £7m (2002: £6m).
Three small tuck-in acquisitions at a total cost of £3m, of which £2m was
goodwill, were completed in the Benelux region. The acquisition of the ELWA
business for £7m gave rise to £7m of goodwill which will be amortised over its
25 year life.
Treasury and Risk Management Policy
The Group treasury policy is to use financial instruments with a spread of
maturity dates and sources in order to reduce funding risk. Borrowings are drawn
in the same currencies as the underlying investment to reduce cash and
translation exposure on exchange rate movements. No other currency hedging
mechanisms are used. The Group maintains a significant proportion of its debt on
fixed rates of interest in order to protect interest cover. Where underlying
interest rates are floating, swaps are used to achieve the desired level of
fixed rates. The counterparties to these instruments are all AA rated banks.
The core debt is provided by the €346m multicurrency revolving credit facility
which is due to expire in March 2005 and the $145m multicurrency fixed or
floating interest rate private placement facility from Prudential Insurance
Company of America (PRICOA) which has various longer term maturity dates. The
Group also has £47m of working capital facilities with various banks. Since the
year end, the credit facility has been voluntarily reduced by €20m to €326m in
order to save commitment fees.
The limited recourse borrowings of the Group's two 100% owned PFI companies,
created to finance the investment required to service PFI contracts, are
separate from the Group's principal banking facilities. Typically the Group
invests approximately 10-20% of the capital requirement from its core borrowings
in the form of equity or subordinated debt with the remainder being provided by
financial institutions secured on the project with limited recourse to the
Group. These borrowings are consolidated into the Group debt as the PFI
companies are wholly owned subsidiaries.
Insurance
The policy on insurance is to secure the maximum cover available in the market
at reasonable prices. The Group therefore carries catastrophe insurance,
including pollution cover, but self-insures up to a maximum aggregate level of
£2m. The current difficult insurance market conditions has resulted in
considerably higher costs for the Group's risk management programme,
particularly in the Netherlands.
Pensions
The Group continues to use SSAP24 Pension Costs to account for pensions and has
adopted the transitional arrangements permitted by FRS17 - Retirement Benefits.
On the snapshot FRS17 basis, the net pension liability has increased to £20m
(2002: £4m) due to the general fall in equity values and a substantial increase
in the net present value of the liabilities of the UK defined benefit scheme.
The assumption on longevity of members and the fall in UK gilt market rates are
the major causes for the increase.
The UK defined benefit scheme has been closed to new members from September 2002
and new employees are now offered a defined contribution arrangement. The
triennial actuarial valuation, which determines the long term funding rate, is
currently underway based on the assets and liabilities as at 1 April 2003.
However, given the likely deficit arising from the valuation, the Group has
decided to increase its pension contributions by approximately £1.5m with effect
from 1 April 2003.
The Netherlands industry wide pension scheme has already seen increased costs of
£1.0m in 2003 of which £0.4m is a one-off charge. There are no current plans for
further rate increases.
Note:
Copies of the Annual Report and Accounts will be posted to shareholders by 20
June 2003, after which they will be available, on request, from the company at
Astor House, Station Road, Bourne End, Bucks SL8 5YP. Subject to approval at the
AGM, the proposed final dividend of 3.8 pence per share will be paid on 4 August
2003 to shareholders on the register at close of business on 18 July 2003.
For further information contact:
Ian Clubb; Chairman, Shanks Group plc
Michael Averill; Group Chief Executive
David Downes; Group Finance Director
or John Shaughnessy; Group Head of External Relations
On 28 May 2003, telephone: 020 7678 8000
Thereafter, telephone: 01628 524523
Consolidated Profit and Loss Account
year ended 31 March 2003
2003 2002
Note Before Exceptional Total Before Exceptional Total
exceptional items exceptional items
items items
£m £m £m £m £m £m
________________________________________________________________________________________________________________________
Turnover: Group and share
of joint ventures:
Continuing operations 551.8 - 551.8 535.7 - 535.7
Acquisitions 6.7 - 6.7 - - -
________________________________________________________________________________________________________________________
558.5 - 558.5 535.7 - 535.7
Less: share of turnover of (7.1) - (7.1) (7.2) - (7.2)
joint ventures
________________________________________________________________________________________________________________________
Group turnover 2 551.4 - 551.4 528.5 - 528.5
Cost of sales (450.2) (3.2) (453.4) (420.8) - (420.8)
________________________________________________________________________________________________________________________
Gross profit 101.2 (3.2) 98.0 107.7 - 107.7
________________________________________________________________________________________________________________________
Group operating profit 54.1 (4.4) 49.7 64.8 - 64.8
before goodwill
amortisation
Goodwill amortisation (10.6) - (10.6) (10.0) - (10.0)
________________________________________________________________________________________________________________________
Group operating profit 3 43.5 (4.4) 39.1 54.8 - 54.8
Share of operating profit 1.4 - 1.4 1.6 - 1.6
of joint ventures
________________________________________________________________________________________________________________________
Total operating profit 2 44.9 (4.4) 40.5 56.4 - 56.4
Non-operating exceptional
items:
- on disposal of operations 4 - (0.6) (0.6) - - -
- on closure of operations 4 - - - - (8.4) (8.4)
________________________________________________________________________________________________________________________
Profit before finance 2 44.9 (5.0) 39.9 56.4 (8.4) 48.0
charges and taxation
Finance charges - interest 5 (18.7) - (18.7) (18.8) - (18.8)
Finance charges - other 6 (2.3) (0.5) (2.8) (2.3) - (2.3)
________________________________________________________________________________________________________________________
Profit on ordinary 2 23.9 (5.5) 18.4 35.3 (8.4) 26.9
activities before taxation
Taxation 7 (10.6) 1.5 (9.1) (14.6) 2.5 (12.1)
________________________________________________________________________________________________________________________
Profit on ordinary 13.3 (4.0) 9.3 20.7 (5.9) 14.8
activities after taxation
and profit for the period
Equity dividends paid and 8 (13.3) (13.3)
proposed
________________________________________________________________________________________________________________________
Retained (loss) profit (4.0) 1.5
transferred to reserves
________________________________________________________________________________________________________________________
Earnings per share
• basic 9 4.0p 6.3p
• adjusted basic before 9 10.2p 13.2p
exceptional items and
goodwill amortisation
• diluted 9 4.0p 6.3p
Dividends per share 8 5.7p 5.7p
________________________________________________________________________________________________________________________
Consolidated Balance Sheet
at 31 March 2003
Note 2003 2002
£m £m £m £m
______________________________________________________________________________________________________________________
Fixed assets
Intangible assets 198.0 183.6
Tangible assets 324.3 298.6
Investments 1.1 1.0
Investments in joint ventures:
Share of gross assets 13.6 13.5
Share of gross liabilities (8.4) (8.9)
____ ____
Share of net assets 5.2 4.6
Loans to joint ventures 2.9 2.6
____ ____
Total investment in joint ventures 8.1 7.2
________________________________________________________________________________________________________________________
Total fixed assets 531.5 490.4
Current assets
Stocks 7.0 6.6
Debtors 129.6 132.9
Cash at bank and in hand 20.5 3.7
_____ _____
157.1 143.2
_____ _____
Creditors: amounts falling due within one year
Borrowings (4.9) (14.3)
Other creditors (159.1) (131.6)
_____ _____
(164.0) (145.9)
_____ _____
Net current liabilities (6.9) (2.7)
________________________________________________________________________________________________________________________
Total assets less current liabilities 524.6 487.7
Creditors: amounts falling due after more than one year
Borrowings (313.1) (278.9)
Other creditors (0.2) (0.3)
_____ _____
(313.3) (279.2)
Provisions for liabilities and charges 11 (68.1) (67.8)
________________________________________________________________________________________________________________________
Net assets 143.2 140.7
________________________________________________________________________________________________________________________
Capital and reserves
Called up share capital 23.4 23.4
Share premium account 93.1 93.0
Profit and loss account 26.7 24.3
________________________________________________________________________________________________________________________
Equity shareholders' funds 143.2 140.7
________________________________________________________________________________________________________________________
Consolidated Cash Flow Statement
year ended 31 March 2003
Note 2003 2002
£m £m £m £m
________________________________________________________________________________________________________________________
Net cash flow from operating activities 12(a) 120.9 109.0
Returns from investments and servicing of finance
Interest paid (20.5) (17.3)
Interest received 1.8 0.7
_____________ _________
(18.7) (16.6)
Tax paid (11.6) (15.4)
Capital expenditure and financial investment
Purchase of tangible fixed assets (59.8) (57.7)
Sale of tangible fixed assets 6.9 5.8
_____________ _________
(52.9) (51.9)
Acquisitions and disposals
Purchase of subsidiaries and other businesses 12(b) (9.8) (3.8)
Purchase of and movements in loans with investments and (0.4) 0.9
joint ventures
Sale of subsidiaries and joint ventures 0.4 -
_____________ ________
(9.8) (2.9)
Equity dividends paid (13.3) (13.0)
________________________________________________________________________________________________________________________
Net cash flow before use of liquid resources and financing 14.6 9.2
Financing
Issue of ordinary share capital 0.1 0.8
Debt financing 12(c) 11.2 (1.2)
________________________________________________________________________________________________________________________
Increase in cash 25.9 8.8
________________________________________________________________________________________________________________________
Reconciliation of net cash flow to movement in net debt 12(d)
Increase in cash in the year 25.9 8.8
Debt financing 12(c) (11.2) 1.2
________________________________________________________________________________________________________________________
Change in net debt resulting from cash flows 14.7 10.0
Financing acquired with subsidiaries - -
Amortisation of loan fees (0.5) (0.5)
Exchange rate (loss) gain on net debt (22.2) 2.8
________________________________________________________________________________________________________________________
Movement in net debt in the year (8.0) 12.3
Net debt at 31 March 2002 (289.5) (301.8)
________________________________________________________________________________________________________________________
Net debt at 31 March 2003 (297.5) (289.5)
________________________________________________________________________________________________________________________
Reconciliation of Movements in Shareholders' Funds
at 31 March 2003
Note 2003 2002
£m £m
___________________________________________________________________________________________________________________
Profit for the period 9.3 14.8
Equity dividends 8 (13.3) (13.3)
___________________________________________________________________________________________________________________
Retained (loss) profit transferred to reserves (4.0) 1.5
Issue of share capital 0.1 0.8
Goodwill written off (see below) - (4.6)
Currency translation gain (loss) 12.4 (1.6)
Tax attributable to currency translation (0.3) -
Movements in goodwill: currency translation adjustment (5.7) 0.5
___________________________________________________________________________________________________________________
Net movement in equity shareholders' funds 2.5 (3.4)
Opening equity shareholders' funds 140.7 144.1
___________________________________________________________________________________________________________________
Closing equity shareholders' funds 143.2 140.7
___________________________________________________________________________________________________________________
The goodwill written off to reserves in 2002 related to the final determination
of the consideration on the Group's acquisition of Page s.a. in 1998. The
original goodwill on this acquisition was written off to reserves in that year,
before the introduction of FRS 10 - Goodwill and Intangible Assets.
Statement of Total Recognised Gains and Losses
at 31 March 2003
2003 2002
£m £m
___________________________________________________________________________________________________________________
Profit for the period 9.3 14.8
Currency translation gain (loss) on net investments (including goodwill) 34.6 (4.4)
Currency translation (loss) gain on borrowings (22.2) 2.8
Tax attributable to currency translation (0.3) -
___________________________________________________________________________________________________________________
Total recognised gains and losses relating to the period 21.4 13.2
___________________________________________________________________________________________________________________
Notes to the Financial Statements
1 Status of financial statements
The figures and financial information for the year ended 31 March 2003 are
extracted from but do not constitute the statutory financial statements for that
year. Those financial statements have not yet been delivered to the Registrar,
but include the auditors' report which was unqualified and did not contain a
statement under Section 237 (2) or (3) of the Companies Act 1985. The figures
and financial information for the year ended 31 March 2002 included in the
preliminary announcement are extracted from but do not constitute the financial
statements for that year. Those financial statements have been delivered to the
Registrar and included the auditors' report which was unqualified and did not
contain a statement under Section 237 (2) or (3) of the Companies Act 1985.
2 Segmental analysis
The Group operates in one segment, Waste Management, in the United Kingdom,
Belgium and The Netherlands.
2003 2002
Continuing Acquisitions Total Total
£m £m £m £m
___________________________________________________________________________________________________________________
Turnover by origin and by destination of
service
United Kingdom:
- Waste services 227.5 6.1 233.6 233.5
- Chemical services 36.6 - 36.6 38.7
___________________________________________________________________________________________________________________
United Kingdom 264.1 6.1 270.2 272.2
Belgium 95.0 0.2 95.2 88.4
The Netherlands 185.6 0.4 186.0 167.9
___________________________________________________________________________________________________________________
Group turnover 544.7 6.7 551.4 528.5
___________________________________________________________________________________________________________________
Share of joint venture turnover 7.1 - 7.1 7.2
___________________________________________________________________________________________________________________
Operating profits
Trading profits:
United Kingdom:
- Waste services 19.4 0.3 19.7 36.1
- Chemical services (1.2) - (1.2) (4.0)
___________________________________________________________________________________________________________________
United Kingdom 18.2 0.3 18.5 32.1
Belgium 14.5 - 14.5 13.1
The Netherlands 25.8 0.1 25.9 25.0
Central Services (3.4) - (3.4) (3.8)
___________________________________________________________________________________________________________________
Operating profit before exceptional items 55.1 0.4 55.5 66.4
and goodwill amortisation
Exceptional operating items (4.4) - (4.4) -
Goodwill amortisation (10.5) (0.1) (10.6) (10.0)
___________________________________________________________________________________________________________________
Total operating profit 40.2 0.3 40.5 56.4
___________________________________________________________________________________________________________________
United Kingdom:
- Waste services 12.9 0.2 13.1 33.9
- Chemical services (1.6) - (1.6) (4.1)
___________________________________________________________________________________________________________________
United Kingdom 11.3 0.2 11.5 29.8
Belgium 13.9 - 13.9 12.5
The Netherlands 18.6 0.1 18.7 18.2
Central Services (3.6) - (3.6) (4.1)
___________________________________________________________________________________________________________________
Total operating profit 40.2 0.3 40.5 56.4
Non-operating exceptional items (0.6) (8.4)
___________________________________________________________________________________________________________________
Profit before finance charges and taxation 39.9 48.0
Finance charges - interest (18.7) (18.8)
Finance charges - other (2.3) (2.3)
Finance charges - exceptional (0.5) -
___________________________________________________________________________________________________________________
Profit on ordinary activities before taxation 18.4 26.9
___________________________________________________________________________________________________________________
At 31 March At 31 March 2002
2003
£m £m
___________________________________________________________________________________________________________________
Net assets
United Kingdom:
- Waste services 158.3 162.5
- Chemical services 32.7 36.1
___________________________________________________________________________________________________________________
United Kingdom 191.0 198.6
Belgium 23.1 34.6
The Netherlands 237.9 220.2
___________________________________________________________________________________________________________________
Net operating assets 452.0 453.4
Unallocated net assets (liabilities):
Assets under the course of construction 18.2 8.0
Net debt (297.5) (289.5)
Other unallocated net liabilities (29.5) (31.2)
___________________________________________________________________________________________________________________
Net assets 143.2 140.7
___________________________________________________________________________________________________________________
Other unallocated net liabilities include debtors and creditors relating to
taxation and dividends, and an element of capitalised goodwill.
3 Operating exceptional items
The exceptional leachate treatment costs of £3.2m in 2003 relate to the
regulatory requirement to reduce historic leachate levels at United Kingdom
landfill sites. The exceptional reorganisation costs of £1.2m in 2003 relate to
United Kingdom restructuring costs. The tax effect of these exceptional costs is
to reduce the current tax charge by £1.3m.
4 Non-operating exceptional items
2003 2002
£m £m
___________________________________________________________________________________________________________________
Loss on disposal of assets (0.6) -
Site closure provision - (3.0)
Impairment of tangible fixed assets - (5.4)
___________________________________________________________________________________________________________________
(0.6) (8.4)
___________________________________________________________________________________________________________________
The exceptional loss in 2003 arose on the disposal of non-performing assets and
surplus property. There is no tax effect arising in respect of this loss.
The exceptional costs in 2002 arose on the closure of operations at the
Pontypool site in the United Kingdom. The tax effect of these costs was to
reduce the current tax charge by £0.4m and the deferred tax charge by £2.1m.
5 Finance charges - interest
2003 2002
£m £m
___________________________________________________________________________________________________________________
Net interest payable:
Interest payable on bank loans and overdrafts repayable within five years 12.4 13.6
Interest payable on other loans 7.9 5.6
Share of interest of joint ventures 0.2 0.3
___________________________________________________________________________________________________________________
20.5 19.5
Interest receivable (1.8) (0.7)
___________________________________________________________________________________________________________________
18.7 18.8
___________________________________________________________________________________________________________________
6 Finance charges - other
Other finance charges relate to the unwinding of the discount on long term
landfill liabilities of £1.8m (2002: £1.8m) and the amortisation of bank fees of
£0.5m (2002: £0.5m). An exceptional finance cost of £0.5m (2002: £Nil) arose on
the modification of the Group's banking covenants. The tax effect of this
exceptional cost is to reduce the current tax charge by £0.2m.
7 Taxation
The taxation charge (credit) based on the profit for the year is made up as
follows:
2003 2002
£m £m
___________________________________________________________________________________________________________________
Current tax: United Kingdom Corporation tax at 30% (2002: 30%)
- current year 3.7 3.1
- prior year (1.8) (1.1)
Double taxation relief (4.2) -
Overseas 11.1 9.5
___________________________________________________________________________________________________________________
8.8 11.5
Deferred tax (0.1) 0.2
Joint ventures 0.4 0.4
___________________________________________________________________________________________________________________
9.1 12.1
___________________________________________________________________________________________________________________
8 Equity dividends
2003 2002
£m £m
___________________________________________________________________________________________________________________
Interim dividend of 1.9p per ordinary share (2002: 1.9p) 4.4 4.4
Proposed final dividend of 3.8p per ordinary share (2002: 3.8p) 8.9 8.9
___________________________________________________________________________________________________________________
Total dividend of 5.7p per ordinary share (2002: 5.7p) 13.3 13.3
___________________________________________________________________________________________________________________
The proposed final dividend will be paid on 4 August 2003 to shareholders on the
register at close of business on 18 July 2003.
9 Earnings per share
Basic earnings per share are calculated by dividing the profit after tax for the
period by the weighted average number of shares in issue during the period.
2003 2002
___________________________________________________________________________________________________________________
Calculation of basic earnings per share
Profit for the period (£m) 9.3 14.8
Exceptional items (net of tax) (£m) 4.0 5.9
Goodwill amortisation (£m) 10.6 10.0
___________________________________________________________________________________________________________________
Earnings before exceptional items and goodwill amortisation (£m) 23.9 30.7
___________________________________________________________________________________________________________________
Average number of shares in issue during the period 234.0m 233.4m
Basic earnings per share (pence) 4.0p 6.3p
Adjusted basic earnings per share before exceptional items and goodwill 10.2p 13.2p
amortisation (pence)
___________________________________________________________________________________________________________________
Calculation of diluted earnings per share
Average number of shares in issue during the period 234.0m 233.4m
Effect of share options in issue 0.2m 0.5m
___________________________________________________________________________________________________________________
Total 234.2m 233.9m
___________________________________________________________________________________________________________________
Diluted earnings per share (pence) 4.0p 6.3p
___________________________________________________________________________________________________________________
10 Acquisitions
During the year the Group made the following acquisitions:
Date Activities and Geographical Area
___________________________________________________________________________________________________________________
Watco's Stavelot business June 2002 Waste Management - Belgium
De Smul December 2002 Waste Management - Belgium
ELWA Limited December 2002 Waste Management - United Kingdom
Van Leeuwen February 2003 Waste Management - The Netherlands
___________________________________________________________________________________________________________________
The book values of net assets acquired and the provisional fair value to the
Group were as follows:
£m
___________________________________________________________________________________________________________________
Tangible assets 1.1
Goodwill 8.7
___________________________________________________________________________________________________________________
Cash consideration (including costs) 9.8
___________________________________________________________________________________________________________________
11 Provisions for liabilities and charges
Site Aftercare Leachate Reorgan-isation Onerous Deferred Total
restoration leases taxation
£m £m £m £m £m £m £m
___________________________________________________________________________________________________________________
At 31 March 2002 22.3 25.3 - 1.9 0.4 17.9 67.8
Provided 2.2 0.6 - - - - 2.8
- cost of sales
- finance charges 0.7 1.1 - - - - 1.8
- exceptional costs - - 3.2 - - - 3.2
- taxation - - - - - (0.1) (0.1)
Utilised (7.2) (1.0) - (1.3) - - (9.5)
Transfer with fixed 0.2 - - - - - 0.2
assets
Exchange rate 0.4 0.4 - - - 1.1 1.9
movements
___________________________________________________________________________________________________________________
At 31 March 2003 18.6 26.4 3.2 0.6 0.4 18.9 68.1
___________________________________________________________________________________________________________________
12 Notes to the cash flow statement
2003 2002
Before Exceptional Total Total
exceptional costs costs
£m £m £m £m
___________________________________________________________________________________________________________________
(a) Net cash flow from operating activities
Total operating profit 44.9 (4.4) 40.5 56.4
Amortisation of intangible assets 10.6 - 10.6 10.0
Depreciation of fixed assets included in 42.1 - 42.1 43.2
operating profits
Provision for aftercare and site restoration 2.8 - 2.8 3.2
___________________________________________________________________________________________________________________
Earnings before interest, taxation, 100.4 (4.4) 96.0 112.8
depreciation and amortisation (EBITDA)
Loss (profit) on sale of fixed assets 0.1 - 0.1 (0.7)
(Increase) decrease in stocks (0.4) - (0.4) 1.5
Decrease (increase) in debtors 5.2 - 5.2 3.8
Increase (decrease) in creditors 27.2 0.5 27.7 (1.6)
Exceptional provision cost - 3.2 3.2 -
Utilisation of provisions (9.5) - (9.5) (5.2)
Share of profits of joint ventures (1.4) - (1.4) (1.6)
___________________________________________________________________________________________________________________
Net cash flow from operating activities 121.6 (0.7) 120.9 109.0
___________________________________________________________________________________________________________________
2003 2002
£m £m
___________________________________________________________________________________________________________________
(b) Subsidiary undertakings and businesses purchased during the year
Tangible fixed assets 1.1 1.0
Net liabilities assumed - (6.3)
Buy-out of minority interest - 0.3
Net assets (liabilities) acquired 1.1 (5.0)
Goodwill capitalised 8.7 8.8
___________________________________________________________________________________________________________________
Total estimated consideration 9.8 3.8
___________________________________________________________________________________________________________________
(c) Analysis of financing
Short term loan advances (repayments) 0.1 (9.9)
Long term loan advances 17.8 79.8
Long term loan repayments (5.8) (70.4)
Finance lease net repayments (0.9) (0.7)
___________________________________________________________________________________________________________________
Net cash flow from debt 11.2 (1.2)
___________________________________________________________________________________________________________________
(d) Analysis of net debt in the balance sheet
At 31 March Cash Non cash At 31 March
2002 flows items 2003
£m £m £m £m
___________________________________________________________________________________________________________________
Cash at bank and in hand 3.7 16.8 - 20.5
Overdrafts (12.8) 9.1 - (3.7)
________________
25.9
________________
Debt due within one year (0.5) (0.1) - (0.6)
Debt due after more than one year (278.3) (12.0) (22.7) (313.0)
Finance leases (1.6) 0.9 - (0.7)
________________
(11.2)
___________________________________________________________________________________________________________________
Total (289.5) 14.7 (22.7) (297.5)
___________________________________________________________________________________________________________________
Non cash items comprise the amortisation of loan fees of £0.5m and exchange
loss on translation of long term loans in currencies other than sterling of
£22.2m.
This information is provided by RNS
The company news service from the London Stock Exchange