Interim Results
Shanks Group PLC
1 November 2000
Company Announcement 1 November 2000
Shanks Group plc - Interim Results
* Group continues to make significant progress
* Profit Before Tax, Goodwill Amortisation £25.2m : UP 25% from £ 20.1m
and Exceptionals
* Turnover £248m : UP 60% from £156m
* Earnings Per Share (before Goodwill 7.4p : UP 16% from 6.4p
* Interim Dividend 1.85p : UP 6% from 1.75p
* Major contributor was the recently acquired Netherlands
operation
* Robust performances in UK and Belgium
Announcing the Interim Results for 2000/2001 Group Chairman Mr G H Waddell
made the following statement:
The Group has continued to make significant progress in the six months to 30
September 2000 with profits before taxation, exceptional items and goodwill
amortisation rising 25% to £25.2m (1999 : £20.1m). Profit before tax but after
goodwill amortisation and exceptional items, amounted to £21.5m (1999 : £
19.8m). Group turnover grew by 60% to £248m. The recently acquired Netherlands
operation was the major contributor to these increases.
The Group's tax rate on profits before goodwill amortisation has reduced to
34% (1999 : 35%) due to certain deferred tax provisions no longer being
required.
The financial position of the Group remains healthy. Although its debt has
increased from £273m to £292m, due to further acquisitions and seasonal
working capital requirements, interest costs remain well covered at 3.8 times.
The Group continues to generate strong operating cash with an inflow of £37m
(1999 : £27m).
Earnings per share before the amortisation of goodwill have improved 16% to
7.4 pence per share. Your Board has declared an interim dividend of 1.85 pence
per share an increase of 6% (1999 : 1.75 pence per share).
DIVISIONAL REVIEW
United Kingdom
Waste Services collects and manages commercial and industrial wastes
throughout Britain. Chemical Services specialises in the destruction of
hazardous organic chemical waste by high temperature incineration, solvent
recycling and recovery services.
Operating profits prior to the amortisation of goodwill increased 5% to £17.1m
(1999 : £16.3m) in the United Kingdom.
Within Waste Services, the improvement in profits reflected a robust
performance from landfill activities, the benefit of the Caird and other tuck
in acquisitions, and continued progress in collections. Electricity generation
profits grew, recycling losses have been further reduced, but special waste
profits declined in the harsh market conditions currently prevailing.
Operating profits in Chemical Services showed a turnaround against the losses
in the previous six months but were below the equivalent period in 1999. For
most of the first quarter no Meat and Bone Meal (MBM) from the BSE crisis was
processed. However, in mid June an extension to the original contract was
secured for a further 30,000 tonnes over the next two years. The Fawley plant
is now, therefore, operating at capacity.
In anticipation of the substantial changes that the Landfill Directive will
create in the special waste market, the Group has, from the half year,
consolidated all of its special waste activities from Waste Services into
Chemical Services. This market driven initiative will ensure that customers
will be provided with all their special waste needs through a single interface
with the Group.
Belgium
Encouragingly, operating profits prior to the amortisation of goodwill have
increased 5% to £8.4m (1999 : £8.0m). This improvement has been generated
despite a 7.5% adverse currency movement and the lack of the 1999 indirect
'bonus' volumes resulting from various food scares.
In May of this year the Group concluded its first acquisition since entry into
Belgium in 1998. The De Paepe demolition and recycling business in Gent was
purchased for £9m. Early results from the business are encouraging.
An exceptional gain of £0.7m arose from the sale of the Group's 50% holding in
SO.GE.DI. This company held 67% of the shares in a loss making major glass
recycling activity.
Netherlands
The Group is very pleased with this acquisition completed at the end of the
last financial year. Operating profits, prior to the amortisation of goodwill
amounted to £11.5m. The performance of the solid waste activity has been
particularly strong following the over three-fold increase in Dutch landfill
tax rates on 1 January 2000. The recycling technologies employed are proving
exceptionally valuable in this fiscal environment.
The ATM division, which was the subject of certain indemnities from the seller
at acquisition, has performed satisfactorily with the pyrolysis plant
restarting production at the end of July following permitting difficulties. It
is planned that the whole site will be repermitted during 2001 without further
processing interruptions.
The Group still retains an indemnity against any costs incurred relating to
the continuing investigations of operating practices at ATM which existed
prior to the change of control.
The first follow-on acquisition in the Netherlands was completed with the
purchase of the de Wit solid waste business for £3m.
DEVELOPMENTS
The programme of small tuck in acquisitions continues as does the £20m
investment in 32 MW of further electricity generating capacity from landfill
gas. Profits from the new generating capacity have commenced with progressive
increases expected in each of the following two years.
The construction of the 60,000 tonne per year fluidised bed incineration plant
at Fawley for the new 190,000 tonne MBM contract is well advanced. It is
expected that processing will commence in summer 2001.
DIRECTORATE
J R Meredith, Managing Director of Shanks Waste Services Limited, has today
been appointed to the Board. His appointment recognises the significant
contribution he has made to the Group's development during his 13 years of
service.
OUTLOOK
The acquisitions in the Netherlands have proved most successful. Coupled with
the robust performances from Belgium and the UK, the full year results should
demonstrate further progress for the Group as a whole.
G H Waddell, Chairman
1 November 2000
Consolidated Profit and Loss Account
First Half ended 30 September 2000
Note Continuing Acquisitions 2000/ 1999/
Operations 2001Total 2000
First First 1999/
Half Half 2000
Full
Year
£m £m £m £m £m
Turnover: Group and share 245.6 6.3 251.9 157.8 320.6
of joint ventures
Less: share of turnover of (3.5) - (3.5) (2.3) (6.1)
joint ventures
_______ _______ _______ _______
_______
Group turnover 2 242.1 6.3 248.4 155.5 314.5
Cost of sales (188.6) (4.7) (193.3)(120.8)(246.6)
_______ _______ _______ _______
_______
Gross profit 53.5 1.6 55.1 34.7 67.9
_______ _______ _______ _______
_______
Group operating profit 33.9 0.8 34.7 22.4 43.0
before goodwill and
exceptional costs
Exceptional costs - - - (0.3) (0.5)
Goodwill amortisation 3 (4.2) (0.2) (4.4) (0.5) (1.4)
_______ _______ _______ _______
_______
Group operating profit 29.7 0.6 30.3 21.6 41.1
Share of operating profit 0.6 - 0.6 0.3 0.8
of joint ventures
_______ _______ _______ _______
_______
Total operating profit 2 30.3 0.6 30.9 21.9 41.9
____ ____
Exceptional profit on 4 0.7 0.5 0.5
disposal of operations
_______ _______
_______
Profit before finance 31.6 22.4 42.4
charges
Finance charges - interest (9.2) (2.0) (5.1)
Finance charges - other 5 (0.9) (0.6) (1.2)
_______ _______
_______
Profit on ordinary 21.5 19.8 36.1
activities before taxation
Taxation 6 (8.8) (7.1)(13.4)
_______ _______
_______
Profit on ordinary 12.7 12.7 22.7
activities after taxation
Equity minority interests - (0.1) (0.1)
_______ _______
_______
Profit for the period 12.7 12.6 22.6
Equity dividends paid and 7 (4.3) (4.0)(12.2)
proposed
_______ _______
_______
Retained profit transferred 8.4 8.6 10.4
to reserves
____ ____ ____
Earnings per share 8
5.5p 6.1p 10.8p
- basic
7.4p 6.4p 11.5p
- basic before goodwill
amortisation
5.4p 6.0p 10.7p
- diluted
Dividend per share 7 1.85p 1.75p 5.25p
Consolidated Summarised Balance Sheet
At 30 September 2000
At 30 September At 25 September At 4 April
2000 1999 2000
Note £m £m £m
Fixed assets
Intangible assets 180.4 37.6 173.8
Tangible assets 284.2 182.5 271.1
Investments 0.5 0.3 0.3
Investments in
joint ventures
9.5 8.7 12.9
Share of gross
assets
(7.0) (6.5) (10.7)
Share of gross
liabilities
_______ _______ _______
2.5 2.2 2.2
Loans to joint 4.2 - 4.0
ventures
_______ _______ _______
Total investment 6.7 2.2 6.2
in joint ventures
_______ _______ _______
471.8 222.6 451.4
_______ _______ _______
Current assets
Stocks 5.1 3.3 4.4
Debtors 142.3 92.9 122.8
Short term 3.3 11.7 9.3
deposits and cash
at bank and in
hand
_______ _______ _______
150.7 107.9 136.5
_______ _______ _______
Creditors: amounts
falling due within
one year
Borrowings (29.3) (5.0) (14.3)
Other creditors (124.6) (81.4) (112.1)
_______ _______ _______
(153.9) (86.4) (126.4)
_______ _______ _______
Net current (3.2) 21.5 10.1
(liabilities)
assets
_______ _______ _______
Total assets less 468.6 244.1 461.5
current
liabilities
Long term (265.9) (97.9) (267.8)
borrowings
Provisions and 10 (51.4) (42.3) (51.2)
other long term
creditors
_______ _______ _______
151.3 103.9 142.5
____ ____ ____
Capital and
reserves
Called up share 23.3 21.1 23.2
capital
Share premium 91.9 57.0 91.7
account
Profit and loss 35.8 25.5 27.3
account
_______ _______ _______
Equity 11 151.0 103.6 142.2
shareholders'
funds
Equity minority 0.3 0.3 0.3
interests
_______ _______ _______
151.3 103.9 142.5
____ ____ ____
Gearing
Net borrowing 193% 88% 191%
divided by
shareholders'
funds
Consolidated Cash Flow Statement
First Half ended 30 September 2000
2000/2001 1999/2000 1999/2000
First Half First Half Full Year
Note £m £m £m
Net cash flow from 12 37.3 26.6 63.0
operating activities
Returns on investments and
servicing of finance
Net interest paid (8.5) (1.6) (6.9)
Tax paid (2.4) (1.6) (15.0)
Capital expenditure and
financial investment
Purchase of tangible fixed (28.2) (13.6) (33.1)
assets
Sale of tangible assets 2.1 0.9 2.9
_______ _______ _______
(26.1) (12.7) (30.2)
Acquisitions and disposals
Purchase of subsidiary (12.5) (56.1) (229.5)
undertakings and
businesses
Overdrafts acquired with - (2.1) (1.2)
purchase of subsidiary
undertakings
Purchase of and advances (0.2) (1.7) (2.5)
to investments and joint
ventures
Sale of subsidiaries and 0.8 0.5 0.5
joint ventures
_______ _______ _______
Net cash flow from (11.9) (59.4) (232.7)
acquisitions and disposals
Equity dividends paid (8.2) (6.7) (10.4)
_______ _______ _______
Net cash outflow before (19.8) (55.4) (232.2)
use of liquid resources
and financing
Management of liquid
resources
Amounts received from - 4.4 4.7
deposit
Financing
Issue of ordinary share 0.3 22.4 22.8
capital
Debt financing (1.5) 30.9 205.2
_______ _______ _______
(Decrease) increase in (21.0) 2.3 0.5
cash
____ ____ ____
Reconciliation of net cash
flow to movement in net
debt
(Decrease) increase in (21.0) 2.3 0.5
cash
Cash outflow from increase - (4.4) (4.7)
in liquid resources
Debt financing 1.5 (30.9) (203.4)
_______ _______ _______
Change in net debt (19.5) (33.0) (207.6)
resulting from cash flows
Financing acquired with - (2.7) (3.1)
subsidiaries
Loan notes issued - - (8.8)
Exchange rate gain on net 0.4 1.6 3.8
debt
_______ _______ _______
Movement in net debt (19.1) (34.1) (215.7)
Net debt as at 4 April (272.8) (57.1) (57.1)
2000
_______ _______ _______
Net debt as at 30 (291.9) (91.2) (272.8)
September 2000
____ ____ ____
Net debt represents total borrowings less cash in hand
Notes to the Interim Financial Statements
1 Basis of preparation
The interim financial statements have been prepared on the basis of the
accounting policies set out in the published accounts of the Group for the
year ended 4 April 2000.
2 Segmental analysis
2000/2001 Acquisitions 2000/2001 1999/ 1999/
Continuing Total 2000 2000
Operations First Half First Full
Half Year
£m £m £m £m £m
(a) Turnover
United Kingdom 132.6 - 132.6 117.5 239.0
Belgium 38.0 5.9 43.9 38.0 75.5
Netherlands 71.5 0.4 71.9 - -
_______ _______ _______ _______ _______
242.1 6.3 248.4 155.5 314.5
____ ____ ____ ____ ____
Share of turnover of 3.5 - 3.5 2.3 6.1
joint ventures
____ ____ ____ ____ ____
(b) Geographical analysis
of turnover by
customer location
United Kingdom 131.0 - 131.0 115.6 236.7
Europe 110.3 6.3 116.6 38.8 76.7
Rest of the World 0.8 - 0.8 1.1 1.1
_______ _______ _______ _______ _______
242.1 6.3 248.4 155.5 314.5
____ ____ ____ ____ ____
(c) Operating profits
United Kingdom 17.1 - 17.1 16.3 32.4
Belgium 7.7 0.7 8.4 8.0 14.6
Netherlands 11.4 0.1 11.5 - -
Central Services (1.7) - (1.7) (1.6) (3.2)
_______ _______ _______ _______ _______
Operating profit 34.5 0.8 35.3 22.7 43.8
before goodwill and
exceptional costs
Exceptional costs - - - (0.3) (0.5)
Goodwill amortisation (4.2) (0.2) (4.4) (0.5) (1.4)
_______ _______ _______ _______ _______
Total operating 30.3 0.6 30.9 21.9 41.9
profit
____ ____ ____ ____ ____
United Kingdom 16.2 - 16.2 15.5 30.9
Belgium 7.7 0.5 8.2 8.0 14.6
Netherlands 8.2 0.1 8.3 - -
Central Services (1.8) - (1.8) (1.6) (3.6)
_______ _______ _______ _______ _______
Total operating 30.3 0.6 30.9 21.9 41.9
profit
____ ____ ____ ____ ____
At 30 September At 25 September At 4 April
2000 1999 2000
£m £m £m
(d) Net assets
United Kingdom 183.3 180.2 181.2
Belgium 39.6 28.0 25.0
Netherlands 222.1 - 216.6
_______ _______ _______
Net operating assets 445.0 208.2 422.8
Unallocated net assets
(liabilities):
Assets under the course of 21.4 3.1 16.8
construction
Net debt (291.9) (91.2) (272.8)
Other unallocated net (23.2) (16.2) (24.3)
liabilities
_______ _______ _______
151.3 103.9 142.5
____ ____ ____
Other unallocated net liabilities include debtors and creditors relating to
taxation and dividends and an element of goodwill.
3 Goodwill amortisation
In accordance with the provisions of FRS10 (Goodwill and Intangible Assets)
the Group capitalises and amortises goodwill on a straight line basis over an
appropriate period not exceeding 20 years. Prior to March 1998 goodwill was
written off directly to reserves on acquisition and, in accordance with the
transitional provisions of FRS10, no adjustment has been made in respect of
goodwill previously written off under this policy.
4 Exceptional profit on disposal of operations
The exceptional profit on disposal in 2000/2001 comprises £0.7m in relation to
the sale of the Group's 50% stake in the SO.GE.DI s.a. joint venture in
Belgium.
The exceptional profit on disposal in 1999/2000 comprises £0.3m in relation to
the final settlement of a claim remaining from the sale of the construction
division in April 1995 and the remaining £0.2m relates to the sale of a 5%
share in the Group's Silvamo joint venture landfill in Belgium. The Group
accounts for Silvamo as a joint venture and holds 50% of the equity.
5 Other finance charges
Other finance charges relate to the unwinding of discount on long term
landfill liabilities of £0.6m (1999: £0.6m) and to the amortisation of bank
fees of £0.3m (1999: £Nil).
6 Taxation
2000/2001 First Half 1999/2000First Half 1999/2000 Full Year
£m £m £m
UK corporation tax 2.8 3.8 7.3
Overseas tax 6.8 3.2 5.9
Deferred tax (1.0) - (0.1)
Joint ventures 0.2 0.1 0.3
_______ _______ _______
8.8 7.1 13.4
____ ____ ____
The taxation rate for the first half of the current year is based on
the estimated taxation charge for the full year.
7 Interim dividend
The interim dividend of 1.85p per share (1999: 1.75p per share) will
be paid on 8 January 2001 to shareholders on the register at close of
business on 15 December 2000.
8 Earnings per share
Earnings per share are calculated by dividing the profit for the
period by the average number of shares in issue during the period.
2000/2001 1999/ 1999/
First Half 2000First 2000Full
Half Year
Calculation of basic earnings per
share:
Profit for the period (£m) 12.7 12.6 22.6
Goodwill amortisation (£m) 4.4 0.5 1.4
_______ _______ _______
Earnings before goodwill amortisation 17.1 13.1 24.0
(£m)
____ ____ ____
Average number of shares in issue 232.6m 207.0m 209.3m
during the period
Basic earnings per share (pence) 5.5p 6.1p 10.8p
Basic earnings per share before 7.4p 6.4p 11.5p
goodwill amortisation (pence)
____ ____ ____
Calculation of diluted earnings per
share
Average number of shares in issue 232.6m 207.0m 209.3m
during the period
Effect of share options in issue 1.2m 3.0m 1.9m
_______ _______ _______
Total 233.8m 210.0m 211.2m
____ ____ ____
Diluted earnings per share (pence) 5.4p 6.0p 10.7p
____ ____ ____
The Directors believe that adjusting the earnings per share (eps) for the
effect of goodwill amortisation enables a comparison of eps with historical
data calculated on the same basis under the accounting policy for goodwill
prior to the introduction of FRS 10.
9 Acquisitions
During the period the Group made the following acquisitions:
Activities and Geographical Area
N.V. De Beer & Partners (trading as May Waste Management - Gent, Belgium
De Paepe) 2000
de Wit July Waste Management - The Hague,
2000 Netherlands
The book value of net assets acquired and the provisional fair value to the
Group are as follows:
£m
Tangible fixed assets and investments 5.1
Other assets and liabilities (3.6)
_______
1.5
Capitalised goodwill 11.0
_______
Cash consideration 13.1
____
10 Provisions and other long term creditors
At 4 April Provided in Utilised in At 30 September
2000 Period Period 2000
£m £m £m £m
Aftercare provision 20.9 1.6 - 22.5
Site restoration 15.7 1.1 (0.7) 16.1
provision
Onerous lease 0.6 - (0.1) 0.5
provision
Deferred taxation 12.9 (1.0) - 11.9
provision
_______ _______ _______ _______
50.1 1.7 (0.8) 51.0
____ ____
Other long term 1.1 0.4
creditors
_______ _______
51.2 51.4
____ ____
11 Reconciliation of movement in equity shareholders' funds
2000/2001 1999/2000 1999/2000
First Half First Half Full Year
£m £m £m
Profit on ordinary activities after taxation 12.7 12.7 22.7
Equity minority interests - (0.1) (0.1)
Equity dividends paid and proposed (4.3) (4.0) (12.2)
_______ _______ _______
Retained profit transferred to reserves 8.4 8.6 10.4
Currency translation gains (losses) 0.2 (1.2) (4.1)
Issue of share capital 0.3 22.4 59.2
Movements in goodwill:
Currency translation adjustment on
goodwill written off to reserves on
acquisition
(0.1) 1.7 4.6
_______ _______ _______
Net addition to equity shareholders' funds 8.8 31.5 70.1
Opening equity shareholders' funds 142.2 72.1 72.1
_______ _______ _______
Closing equity shareholders' funds 151.0 103.6 142.2
____ ____ ____
12 Net cash inflow from operating activities
2000/2001 1999/ 1999/2000
First Half 2000First Full Year
Half
£m £m £m
Total operating profit 30.9 21.9 41.9
Depreciation and amortisation 22.5 13.8 27.7
Aftercare and site restoration charge 2.7 2.3 3.5
_______ _______ _______
Earnings before interest, taxation, 56.1 38.0 73.1
depreciation and amortisation (EBITDA)
Gain on sale of fixed assets - - (0.3)
Utilisation of provisions (0.8) (0.6) (1.9)
Increase in working capital (15.5) (10.0) (6.9)
Other non cash movements (2.5) (0.8) (1.0)
_______ _______ _______
Net cash inflow from operating activities 37.3 26.6 63.0
____ ____ ____
13 Status of financial information
The interim financial information, which was approved by the Directors on 1
November 2000, is unaudited but has been reviewed by the auditors and their
report to the Directors is set out below.
The financial information for the year ended 4 April 2000 does not comprise
statutory accounts within the meaning of section 240 of the Companies Act
1985, and has been extracted from the Group's 2000 published accounts which
have been filed with the Registrar of Companies. The auditors' opinion on
those financial statements was unqualified and did not include a statement
under section 237 (2) or (3) of the Companies Act 1985.
Auditors' Report to the Directors of
Shanks Group plc
Introduction
We have been instructed by the Company to review the financial information set
out above and we have read the other information contained in the interim
report for any apparent misstatements or material inconsistencies with the
financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the Directors. The Listing
Rules of the Financial Services Authority require that the accounting policies
and presentation applied to the interim figures should be consistent with
those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999
/4 issued by the Auditing Practices Board. A review consists principally of
making enquiries of Group management and applying analytical procedures to the
financial information and underlying financial data, and based thereon,
assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities
and transactions. It is substantially less in scope than an audit performed in
accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit. Accordingly we do not express an audit opinion on the
financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2000.
PricewaterhouseCoopers
Chartered Accountants
London
1 November 2000