Final Results
Shanks Group PLC
25 May 2004
25 May 2004
Company Announcement
Shanks Group plc - Preliminary Results 2004
* Trading in line with pre-close statement
* Financial highlights were:
2004 2003
Turnover £588m £551m
Headline profit (before tax, £30.3m £34.3m
exceptional items and goodwill
amortisation)
Exceptional items - £(5.5)m
Goodwill amortisation £(11.6)m £(10.6)m
__________ __________
Profit on ordinary activities before £18.7m £18.2m
taxation
__________ __________
Core business net debt £281m £279m
PFI Companies net debt £28m £19m
__________ __________
Net Group debt £309m £298m
__________ __________
EBITDA (before exceptional items) £104m £100m
* Earnings per share:
Adjusted basic earnings per share 8.9p 10.1p
(before exceptional items and goodwill
amortisation)
Basic earnings per share 3.9p 3.9p
* Proposed final dividend per share 3.8p 3.8p
Announcing the Preliminary Results for 2004 Group Chairman Mr I M Clubb made the following statement:
In the year to 31 March 2004, Group turnover increased by £37m (7%) to £588m (2003: £551m). Profit before tax,
exceptional items and goodwill amortisation (Headline Profit) was 12% lower at £30.3m (2003: £34.3m - restated).
However, following management action, the performance in the second half at £16.2m represented a 15% improvement
versus the first half and 7% increase versus the comparable period last year. The main reasons for this recovery were
better results from the UK landfill and power business and from hazardous waste processing in the Netherlands.
Interest expense reduced slightly to £17.9m (2003: £18.7m). There were no exceptional charges (2003: £5.5m) and
goodwill amortisation amounted to £11.6m (2003: £10.6m). The resulting profit before tax was slightly higher at
£18.7m (2003: £18.2m - restated).
The tax rate on headline profit remained the same at 31%. Profit after tax, exceptional items and goodwill
amortisation was therefore £9.2m (2003: £9.1m - restated). Earnings per share (eps) before exceptional items and
goodwill amortisation fell by 12% to 8.9p (2003: 10.1p - restated). Basic eps was 3.9p (2003: 3.9p). 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 (2003: 5.7p).
Cash generation remained strong with earnings before interest, tax, depreciation, amortisation and exceptional items
(EBITDA) at £104m (2003: £100m). The core business net debt increased marginally by £2m to £281m (2003: £279m) and
the Public Finance Initiative (PFI) companies' debt grew by £9m mainly due to capital expenditure relating to the
East London Waste Authority (ELWA) contract. Group consolidated net borrowings therefore increased by £11m to £309m.
DIVISIONAL REVIEW
UK Waste Services
Trading profits in the year fell by £4.3m to £15.4m (2003: £19.7m). However, trading profits in the second half were
£9.1m, which was £2.8m better than the first half. This encouraging turnaround has been due to the continued growth
of the power business and higher volumes and better prices in landfill. Several loss making contracts in the
collection and recycling business were cancelled. The losses incurred, together with exit costs, constrained
performance.
The first full year of the ELWA contract, which commenced in December 2002, had a positive impact. Both the ELWA and
Argyll & Bute PFI contracts performed in line with their business plans.
UK Chemical Services
The improving trend continued with trading losses reducing by a further £1.2m to £0.2m (2003: £1.4m - restated).
Better operating performance from the fluidised bed Waste to Energy plant at Fawley was the main contributor. The
high temperature incineration market remained difficult with continuing downward price pressure.
The other hazardous waste treatment activities performed well, particularly in Scotland. The on-site treatment
business benefited from overseas contracts in the Falklands.
Belgium
Trading profits in Belgium improved by £1.2m to £15.7m (2003: £14.5m). These better results were due to higher prices
and increased capacity from power which more than offset the anticipated fall in landfill volumes due to the Landfill
Directive, the contaminated land remediation activity performed well in contrast to the hazardous waste business at
Sobry which had a difficult year.
Netherlands
Trading profits reduced by £1.7m to £24.2m (£2003: £25.9m). This decline was mainly due to lower volumes and prices
in the solid waste business due to the economic slowdown, particularly in the construction industry. The hazardous
waste business at ATM improved in the second half benefiting from the repermitting of the pyrolysis plant and the
installation of additional soil cleaning capacity. The Reym industrial cleaning business continued to perform well.
Central Services
Central Services costs increased by £0.7m as a result of a greater than expected pension charge partially offset by
administrative cost savings.
DEVELOPMENTS
United Kingdom
The strategic alliance with Italian partner Ecodeco has given the Group a viable deliverable solution to the
municipal waste landfill diversion targets required of the UK by the EU Landfill Directive. The successful ELWA
contract was the first of a select number of bids the Group is making in this burgeoning market. Dumfries & Galloway
where the Group remains preferred bidder is the second such contract.
Since the year end the Waste Services and Chemical Services activities have been combined under a single management
team to reduce administrative costs and to focus the sales operation on the opportunities arising from the changing
legislative environment. There will also be benefits from withdrawal from the loss making contracts in the collection
and recycling business.
Benelux
In the Netherlands, the expanded capacity of the ATM soil cleaner, the repermitting of the ATM pyrolysis plant and
the new waste wood processing plant at Utrecht will provide growth.
The repermitting of the company's major landfill in Belgium is a significant success and will underpin results in the
Wallonia region. Other opportunities in Belgium, particularly in land remediation are being pursued.
Outlook
The directors remain confident that the performance problems of the past two years are now behind them and due to the
actions taken, barring unforeseen circumstances, a period of recovery will ensue.
The disposal of the UK landfill and related power operations changes the character of the Group in the UK as
described in the circular to shareholders to be dated 27th May 2004. The remainder of the UK business will benefit
from their recent integration and current cost reduction programme.
The financial flexibility resulting from the disposal, together with the extensive range of technical capabilities
assembled, leaves the Group well placed to compete in the changing European waste market, particularly when tendering
for UK long term municipal contracts.
CHIEF EXECUTIVE'S OPERATING REVIEW
In last year's review it was reported how the Group's continental businesses had performed robustly but that severe
trading difficulties had negatively impacted UK trading results, particularly, within the Waste Services division. As
a consequence of this underperformance significant management and organisational changes were made and it is pleasing
to report that, as expected, they began to deliver improvements in the second half of the year under review. The
Chemical Services division again improved in the year. The economic slowdown in the Netherlands, particularly in the
construction industry, resulted in a 7% dip in trading profit but this shortfall was largely offset by a strong
performance in Belgium.
Our markets remain extremely competitive resulting in significant challenges for all staff. They have responded
creditably during the year for which I thank them.
Group Turnover
Total turnover for the year grew to £588m. In the UK Landfill turnover increased only as a result of the higher
Landfill Tax, whilst revenues from Collection and Recycling reduced as the Group strategically withdrew from several
loss making activities. The ELWA PFI project, Power and Chemical Services were therefore the principal contributors
to UK growth. In the Netherlands growth accrued mainly from the full year effect of earlier acquisitions and from
expansion at ATM. Belgium revenue was maintained by increased electricity revenues and by a good performance in
contaminated land remediation offset by reduced volumes at Sobry.
United Kingdom
Throughout the year the Group traded with 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. Since year end these two divisions have been rationalised into one
under a new Managing Director, Ian Goodfellow. Increasingly advancing regulation rendered the distinction between
these two divisions redundant. It is expected that the new organisation will bring greater customer focus at reduced
cost, particularly, in the area of administration.
Waste Services started the year at a low ebb before the benefit of the management actions reported earlier began to
accrue. Trading profits were lower at £15.4m (2003: £19.7m) with the decline being overwhelmingly due to a reduced
performance from landfill activities. The inability to increase prices at a rate consistent with rising costs has
been the principal reason for the lower profits. Efficiency drives in the collection and recycling business are also
bringing improved results.
Power generation activities continue to prosper with profits increasing by c.£3m as results benefited from enhanced
capacity and the Renewables Order, which provides premium prices for electricity generated from renewable sources.
Both the Group's PFI contracts at Argyll & Bute and for the East London Waste Authority (ELWA) performed according to
their plans. Progress has been made building the composting plants for Argyll & Bute and, since year end, the orders
for the first Mechanical Biological Treatment (MBT) units have been let for ELWA. The Group hopes to close a
long-term contract for Dumfries & Galloway shortly and is pursuing a number of similar opportunities with various
local councils within the UK. The technology base assembled by the Group is well adapted to meeting the landfill
diversion requirements currently in place on local authorities.
Chemical Services continued its improving trend in the year and, although trading losses were not totally eliminated,
(2004: £0.2m loss; 2003: £1.4m loss - restated) the division remained cash positive. The improved performance of the
new fluidised bed incineration plant at Fawley was the main contributor to progress. Elsewhere the market for the
incineration at high temperature remains harsh but other activities showed modest improvements.
Belgium
Operations in Belgium are similar to those in the UK but exclude incineration and include specialist demolition, soil
decontamination and industrial cleaning.
Once more the management has delivered a creditable result with trading profit improving by £1.2m to £15.7m. At the
beginning of calendar year 2004 the Group succeeded in the repermitting of the extension to its landfill at Mont St
Guibert. Although subject to appeal, confidence remains high that the site will continue to deliver good results in
coming years. As in the UK, profits from electricity generation have also improved due to higher prices and capacity
enhancements. Notable success has been achieved in the area of contaminated land remediation with further
opportunities emerging.
The limited operations in the frontier area of Northern France have also performed broadly in line with our plans.
Netherlands
Netherlands operations are similar to those in Belgium but exclude landfill and include computer refurbishment.
Trading profit for the year, as expected, reduced by £1.7m to £24.2m. The general economic slowdown resulted in
pressure on prices most markedly in the construction industry which remains the most important market segment for the
division.
Good progress has been made during the year at ATM where a new permit has been received for the pyrolysis plant with
processing restarted in September 2003. The division is now rebuilding the market for these services. Additionally,
capacity in the soil cleaning installation has been expanded following the regularisation of national specifications
for cleaned soils.
A new wood processing plant has been built at the Van Vliet Group near Utrecht with commissioning starting since year
end. More generally costs continue to be contained by exporting certain waste streams for processing at lower costs
in Germany.
Prospects
The Group is currently being reshaped through the disposal of its landfill and electricity from landfill gas assets.
Further details are contained in the Circular to the Shareholders to be dated 27th May 2004. The remaining UK
businesses have been restructured, refocused and will operate at lower cost. The continental businesses are
performing well and have expansion potential.
The technology portfolio available to the Group together with improved financial flexibility leaves the Group well
placed to exploit waste management markets, changing as a result of new regulations and fiscal measures.
FINANCIAL DIRECTOR'S REVIEW
Finance Function
The Finance function continues to be proactively involved in all aspects of the business focusing on financial
control, operating performance and business development opportunities.
All operating divisions are controlled against their headline profit and cash flow budgets. Headline profit is pre
tax profit before exceptional items and goodwill amortisation. Management of financial resources, particularly cash,
working capital and capital expenditure, is key to the success of the Group's strategy. All investment decisions are
rigorously appraised.
Accounting Policies
The Group's accounting policies are heavily influenced by its PFI and landfill businesses. Bid costs of £0.4m on PFI
projects (2003: £0.1m) incurred prior to preferred bidder status were written off. At the year end the post preferred
bid costs amounted to £3.1m (2003: £1.2m). Directly attributable interest on separately identifiable major capital
projects is capitalised. For this year end the interest capitalised totalled £0.2m (2003: £Nil).
Although debt in PFI companies is limited recourse to the Group, it is consolidated into net debt as the Group owns
100% of the equity of these companies.
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 were slightly lower at
£17.9m (2003 : £18.7m) reflecting the profile of debt and the maturity of the 1993 £20m private placement with a
coupon of 8.9%. Other finance charges comprise discount unwind on long term landfill liabilities of £2.1m (2003:
£1.8m) and amortisation of bank fees of £0.7m (2003: £0.5m).
Headline profit benefited by £1.6m due to changes in the average euro exchange rate during the year.
Goodwill amortisation rose by £1.0m to £11.6m (2003: £10.6m) with £0.4m arising from the full year impact of ELWA,
and £0.6m due to currency movements.
Taxation
The average tax rate on headline profit remained at 31% (2003: 31%) despite the growing proportion of profits from
countries with higher tax rates. The underlying rates of tax in the countries where the Group operates were UK: 30%,
Netherlands: 35% and Belgium: 34%. The Group suffers a higher charge in the UK as expenditure on landfill void does
not attract capital allowances and in Belgium where landfill tax is non deductible for corporation tax.
Cash Flow
The underlying cash utilisation on the core business was £7m after net investments of £55m, but before the favourable
effect of £5m on the translation of Euro denominated debt into its sterling equivalent. Principal borrowings
increased marginally by £2m to £281m. The limited recourse debt of the PFI companies which is consolidated into Group
net debt increased by £9m to £28m.
Details of the Group's cash flow performance are shown in the table below.
2004 2003
£m Core Business PFI Business Total Total Change
Operating Profit* 50 1 51 56 (5)
Depreciation/Landfill Provisions 52 1 53 44 9
_______________________________________________________
EBITDA 102 2 104 100 4
Working Capital (9) 4 (5) 23 (28)
Net Capex/Acquisitions (55) (13) (68) (63) (5)
Interest, Tax, Dividends and Other (45) (2) (47) (46) (1)
________________________________________________________
Underlying cash flow (7) (9) (16) 14 (30)
Currency Translation 5 - 5 (22) 27
________________________________________________________
Group Cash Flow (2) (9) (11) (8) (3)
========================================================
*before goodwill amortisation and exceptional items
Capital Expenditure/Acquisitions
The Group spent £69m gross on capital expenditure (2003: £63m). The major growth capital projects were on further
landfill void at Calvert, expansion of the ATM soil cleaner, the wood plant at Utrecht and PFI project expenditure.
The replacement of operating assets, such as landfill cells, vehicles and containers amounted to £30m (2003: £35m).
Sales of fixed assets, including surplus property raised £4m (2003: £7m).
Two small acquisitions at a total cost of £3m, of which £2m was goodwill, were completed by Shanks Netherlands.
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 euro326m multicurrency revolving credit facility which was amended in May 2004 to
expire in October 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.
The limited recourse borrowings of the Group's two 100% owned PFI companies, created to finance the investment
required to service these 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.
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.
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 remained at £20m, as
the partial recovery in equity values from their recent lows was matched by the increase in the scheme liabilities.
The UK defined benefit scheme was closed to new members in September 2002 and new employees are now offered a defined
contribution arrangement. The triennial actuarial valuation, based on the assets and liabilities as at 1 April 2003
showed a smoothed funding deficit of £12m. The Group raised its annual pension cash contributions by £1.4m with
effect from 1 April 2004. Under SSAP 24 the pension charge for year ended 31st March 2004 has increased by £2.0m to
£5.1m (2003: £3.1m). The employee contribution increased from 5% to 7% of relevant earnings with effect from 1 May
2004.
Going Concern
The Directors have reviewed the Group's 2004/05 budget and medium term plans thereafter in the light of its current
financial position. The Directors are satisfied that the Group has sufficient resources to continue operations for
the foreseeable future. Accordingly they continue to adopt the going concern basis in preparing its financial
statements.
Note:
Copies of the Annual Report and Accounts will be posted to shareholders by 28 June 2004, 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 20 August 2004 to shareholders on the
register at close of business on 16 July 2004.
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 25 May 2004, telephone: 07767 290049
On 26 May 2004, telephone: 020 7678 8000
Thereafter, telephone: 01628 524523
Consolidated Profit and Loss Account
year ended 31 March 2004
2004 2003
Note Total Before Exceptional Total
exceptional items restated*
items
restated*
£m £m £m £m
------------------------------------------------------------------------------------------------------------
Turnover: Group and share of joint ventures: 596.7 558.5 - 558.5
Less: share of turnover of joint ventures (8.6) (7.1) - (7.1)
------------------------------------------------------------------------------------------------------------
Group turnover 2 588.1 551.4 - 551.4
Cost of sales (482.3) (447.2) (3.2) (450.4)
------------------------------------------------------------------------------------------------------------
Gross profit 105.8 104.2 (3.2) 101.0
============================================================================================================
Group operating profit before 49.4 53.9 (4.4) 49.5
goodwill amortisation
Goodwill amortisation (11.6) (10.6) - (10.6)
------------------------------------------------------------------------------------------------------------
Group operating profit 3 37.8 43.3 (4.4) 38.9
Share of operating profit of joint ventures 1.6 1.4 - 1.4
------------------------------------------------------------------------------------------------------------
Total operating profit 2 39.4 44.7 (4.4) 40.3
Non-operating exceptional items:
- on disposal of operations 4 - - (0.6) (0.6)
------------------------------------------------------------------------------------------------------------
Profit before finance charges and taxation 2 39.4 44.7 (5.0) 39.7
Finance charges - interest 5 (17.9) (18.7) - (18.7)
Finance charges - other 6 (2.8) (2.3) (0.5) (2.8)
------------------------------------------------------------------------------------------------------------
Profit on ordinary activities before taxation 2 18.7 23.7 (5.5) 18.2
Taxation 7 (9.5) (10.6) 1.5 (9.1)
------------------------------------------------------------------------------------------------------------
Profit on ordinary activities after taxation 9.2 13.1 (4.0) 9.1
and profit for the period
Equity dividends paid and proposed 8 (13.3) (13.3)
------------------------------------------------------------------------------------------------------------
Retained loss transferred to reserves (4.1) (4.2)
============================================================================================================
Earnings per share 9
- Basic 3.9p 3.9p
- Adjusted basic before exceptional items
and goodwill amortisation 8.9p 10.1p
- Diluted 3.9p 3.9p
Dividend per share 8 5.7p 5.7p
============================================================================================================
* 2003 figures have been restated following the change of accounting policy in respect of capitalisation of interest.
See Note 1 for details.
Consolidated Balance Sheet
at 31 March 2004
Note 2004 2003
restated*
£m £m £m £m
-----------------------------------------------------------------------------------------------------------------
Fixed assets
Intangible assets 183.8 198.0
Tangible assets 356.2 325.2
Investments in joint ventures:
Share of gross assets 12.8 13.6
Share of gross liabilities (8.1) (8.4)
----------------- -----------------
Share of net assets 4.7 5.2
Loans to joint ventures 3.9 2.9
----------------- -----------------
Total investment in joint ventures 8.6 8.1
Other unlisted investments 1.1 1.1
-----------------------------------------------------------------------------------------------------------------
Total fixed assets 549.7 532.4
Current assets
Stocks 8.1 7.0
Debtors 137.7 129.6
Cash at bank and in hand 30.3 20.5
----------------- -----------------
176.1 157.1
----------------- -----------------
Creditors: amounts falling due within
one year
Borrowings (15.8) (4.9)
Other creditors (165.9) (159.1)
----------------- -----------------
(181.7) (164.0)
----------------- -----------------
Net current liabilities (5.6) (6.9)
-----------------------------------------------------------------------------------------------------------------
Total assets less current liabilities 544.1 525.5
Creditors: amounts falling due after
more than one year
Borrowings (323.6) (313.1)
Other creditors (8.4) (0.2)
----------------- -----------------
(332.0) (313.3)
Provisions for liabilities and charges 11 (74.8) (68.4)
-----------------------------------------------------------------------------------------------------------------
Net assets 137.3 143.8
=================================================================================================================
Capital and reserves
Called up share capital 23.4 23.4
Share premium account 93.1 93.1
Profit and loss account 20.8 27.3
-----------------------------------------------------------------------------------------------------------------
Equity shareholders' funds 137.3 143.8
=================================================================================================================
Consolidated Cash Flow Statement
year ended 31 March 2004
Note 2004 2003
restated*
£m £m £m £m
-------------------------------------------------------------------------------------------------------------------
Net cash flow from operating activities 12(a) 91.2 120.9
Returns from investments and
servicing of finance
Interest paid (21.2) (20.5)
Interest received 1.1 1.8
----------------- -----------------
(20.1) (18.7)
Tax paid (4.6) (11.6)
Capital expenditure and financial
investment
Purchase of tangible fixed assets (68.3) (59.8)
Sale of tangible fixed assets 4.1 6.9
----------------- -----------------
(64.2) (52.9)
Acquisitions and disposals
Purchase of subsidiaries and other 12(b) (1.5) (9.8)
businesses
Additional loans to joint ventures - (0.4)
Sale of subsidiaries and joint ventures - 0.4
----------------- -----------------
(1.5) (9.8)
Equity dividends paid (13.3) (13.3)
-------------------------------------------------------------------------------------------------------------------
Net cash flow before use of liquid (12.5) 14.6
resources and financing
Financing
Issue of ordinary share capital - 0.1
Debt financing 12(c) 13.0 11.2
-------------------------------------------------------------------------------------------------------------------
Increase in cash 0.5 25.9
===================================================================================================================
Reconciliation of net cash flow to 12(d)
movement in net debt
Increase in cash in the year 0.5 25.9
Debt financing 12(c) (13.0) (11.2)
-------------------------------------------------------------------------------------------------------------------
Change in net debt resulting from (12.5) 14.7
cash flows
Inception of finance leases (1.5) -
Financing acquired with subsidiaries (2.3) -
Amortisation of loan fees (0.7) (0.5)
Exchange rate (loss) gain on net debt 5.4 (22.2)
-------------------------------------------------------------------------------------------------------------------
Movement in net debt in the year (11.6) (8.0)
Net debt at 31 March 2003 (297.5) (289.5)
-------------------------------------------------------------------------------------------------------------------
Net debt at 31 March 2004 (309.1) (297.5)
===================================================================================================================
Net debt represents total borrowings less cash in hand.
* 2003 figures have been restated following the change of accounting policy in respect of capitalisation of interest.
See Note 1 for details.
Reconciliation of Movements in Shareholders' Funds
at 31 March 2004
Note 2004 2003
restated*
£m £m
-------------------------------------------------------------------------------------------
Profit for the period 9.2 9.1
Equity dividends (13.3) (13.3)
-------------------------------------------------------------------------------------------
Retained (loss) profit transferred to reserves (4.1) (4.2)
Issue of share capital - 0.1
Currency translation (loss) gain (4.0) 12.4
Tax attributable to currency translation - (0.3)
Movements in goodwill: currency translation adjustment 1.6 (5.7)
-------------------------------------------------------------------------------------------
Net movement in equity shareholders' funds (6.5) 2.3
-------------------------------------------------------------------------------------------
Opening equity shareholders' funds - as previously reported 143.2 140.7
Prior year adjustment (see Note 1) 0.6 0.8
-------------------------------------------------------------------------------------------
Opening equity shareholders' funds - restated 143.8 141.5
-------------------------------------------------------------------------------------------
Closing equity shareholders' funds 137.3 143.8
===========================================================================================
* 2003 figures have been restated following the change of accounting policy in respect of capitalisation of interest.
See Note 1 for details.
Statement of Total Recognised Gains and Losses
at 31 March 2004
2004 2003
restated
£m £m
----------------------------------------------------------------------------------------------
Profit for the period 9.2 9.1
Currency translation gain (loss) on net investments (including goodwill) (9.4) 34.6
Currency translation (loss) gain on borrowings 5.4 (22.2)
Tax attributable to currency translation - (0.3)
----------------------------------------------------------------------------------------------
Total recognised gains and losses relating to the period 5.2 21.2
Prior year adjustment - see note 1 0.6 -
----------------------------------------------------------------------------------------------
Total recognised gains and losses since last annual report 5.8 21.2
==============================================================================================
Notes to the Financial Statements
1 (a) Status of financial statements
The figures and financial information for the year ended 31 March 2004 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 2003 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.
(b) Prior Year Adjustments
(i) Change in accounting policy
Following the Group's expansion through successful bidding for PFI contracts, the Group is now committed to a
significant capital expenditure programme. Finance costs associated with such capital projects have been capitalised
as part of the cost of construction as this will match the finance costs against the benefits obtained from increased
revenues in the future. This change in accounting policy has been dealt with as a prior year adjustment as the Group
has incurred finance costs on capital projects in earlier years. The reported cost of sales and profit after tax for
the year ended 31 March 2003 have been reduced by £0.2m. Tangible fixed assets have been increased by £0.9m, the
deferred tax provision increased by £0.3m and equity shareholders' funds by £0.6m for the year ended 31 March
2003.
(ii) Comparatives restatement
Following review by the Waste Services Division, the classification of costs between costs of sales and
administration expenses has been revised. Comparative figures have been restated accordingly. The effect is to reduce
cost of sales by £3.2m and to increase administration expenses by the same amount for 2003. Gross profit has
increased by £3.2m whilst there is no effect on the Group operating profit for 2003.
2 Segmental analysis
The Group operates in one segment, Waste Management, in the United Kingdom, Belgium and The Netherlands.
2004 2003
Total restated
Total
£m £m
------------------------------------------------------------------------------------------
(a) Turnover by origin and by destination of service
United Kingdom:
- Waste services 244.2 233.6
- Chemical services 40.8 36.6
------------------------------------------------------------------------------------------
United Kingdom 285.0 270.2
Belgium 102.7 95.2
The Netherlands 200.4 186.0
------------------------------------------------------------------------------------------
Group turnover 588.1 551.4
==========================================================================================
Share of joint venture turnover 8.6 7.1
==========================================================================================
(b) Operating profits
Trading profits:
United Kingdom:
- Waste services 15.4 19.7
- Chemical services (0.2) (1.4)
------------------------------------------------------------------------------------------
United Kingdom 15.2 18.3
Belgium 15.7 14.5
The Netherlands 24.2 25.9
Central Services (4.1) (3.4)
------------------------------------------------------------------------------------------
Operating profit before exceptional items and goodwill amortisation 51.0 55.3
Exceptional operating items - (4.4)
Goodwill amortisation (11.6) (10.6)
------------------------------------------------------------------------------------------
Total operating profit 39.4 40.3
United Kingdom:
- Waste services 12.6 13.1
- Chemical services (0.3) (1.8)
------------------------------------------------------------------------------------------
United Kingdom 12.3 11.3
Belgium 15.1 13.9
The Netherlands 16.3 18.7
Central Services (4.3) (3.6)
------------------------------------------------------------------------------------------
Total operating profit 39.4 40.3
Non-operating exceptional items - (0.6)
------------------------------------------------------------------------------------------
Profit before finance charges and taxation 39.4 39.7
Finance charges - interest (17.9) (18.7)
Finance charges - other (2.8) (2.3)
Finance charges - exceptional - (0.5)
------------------------------------------------------------------------------------------
Profit on ordinary activities before taxation 18.7 18.2
==========================================================================================
At At
31 March 31 March
2004 2003
£m £m
------------------------------------------------------------------------------------------
(c) Net assets
United Kingdom:
- Waste services 176.5 158.3
- Chemical services 33.2 33.6
------------------------------------------------------------------------------------------
United Kingdom 209.7 191.9
Belgium 22.0 23.1
The Netherlands 229.6 237.9
------------------------------------------------------------------------------------------
Net operating assets 461.3 452.9
Unallocated net assets (liabilities):
Assets under the course of construction 14.8 18.2
Net debt (309.1) (297.5)
Other unallocated net liabilities (29.7) (29.8)
------------------------------------------------------------------------------------------
Net assets 137.3 143.8
==========================================================================================
3 Operating exceptional items
The exceptional leachate treatment costs of £3.2m in 2003 related to the regulatory requirement to reduce historic
leachate levels at United Kingdom landfill sites. The exceptional reorganisation costs of £1.2m in 2003 related to
United Kingdom restructuring costs. The tax effect of these exceptional costs was to reduce the current tax charge by
£1.3m.
4 Non-operating exceptional items
2004 2003
£m £m
---------------------------------------------------------------------------------------------------
Loss on disposal of assets - (0.6)
===================================================================================================
The exceptional loss in 2003 arose on the disposal of non-performing assets and surplus property. There was no tax
effect arising in respect of this loss.
5 Finance charges - interest
2004 2003
£m £m
--------------------------------------------------------------------------------------------
Net interest payable:
Interest payable on bank loans and overdrafts repayable within five years 12.0 12.4
Interest payable on other loans 7.0 7.9
Share of interest of joint ventures 0.2 0.2
--------------------------------------------------------------------------------------------
19.2 20.5
Interest receivable (1.1) (1.8)
Interest cost capitalised as part of tangible fixed assets (0.2) -
--------------------------------------------------------------------------------------------
17.9 18.7
============================================================================================
6 Finance charges - other
Other finance charges relate to the unwinding of the discount on long term landfill liabilities of £2.1m (2003:
£1.8m) and the amortisation of bank fees of £0.7m (2003: £0.5m). An exceptional finance cost of £Nil (2003: £0.5)
arose on the modification of the Group's banking covenants. The tax effect of the 2003 exceptional cost was 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:
2004 2003
£m £m
--------------------------------------------------------------------------------------
Current tax: United Kingdom Corporation tax at 30% (2003: 30%)
- current year 2.7 3.7
- prior year - (1.8)
Double taxation relief (3.0) (4.2)
Overseas 10.1 11.1
--------------------------------------------------------------------------------------
9.8 8.8
Deferred tax (0.7) (0.1)
Joint ventures 0.4 0.4
--------------------------------------------------------------------------------------
9.5 9.1
======================================================================================
8 Equity dividends
2004 2003
£m £m
--------------------------------------------------------------------------------
Interim dividend of 1.9p per ordinary share (2003: 1.9p) 4.4 4.4
Proposed final dividend of 3.8p per ordinary share (2003: 3.8p) 8.9 8.9
--------------------------------------------------------------------------------
Total dividend of 5.7p per ordinary share (2003: 5.7p) 13.3 13.3
================================================================================
The proposed final dividend will be paid on 20 August 2004 to shareholders on the register at close of business on 16
July 2004.
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.
2004 2003
-----------------------------------------------------------------------------------------------------------------
Calculation of basic earnings per share
Profit for the period (£m) 9.2 9.1
Exceptional items (net of tax) (£m) - 4.0
Goodwill amortisation (£m) 11.6 10.6
-----------------------------------------------------------------------------------------------------------------
Earnings before exceptional items and goodwill amortisation (£m) 20.8 23.7
-----------------------------------------------------------------------------------------------------------------
Average number of shares in issue during the period 234.0m 234.0m
Basic earnings per share (pence) 3.9p 3.9p
Adjusted basic earnings per share before exceptional items and goodwill amortisation (pence) 8.9p 10.1p
=================================================================================================================
Calculation of diluted earnings per share
Average number of shares in issue during the period 234.0m 234.0m
Effect of share options in issue 0.4m 0.2m
-----------------------------------------------------------------------------------------------------------------
Total 234.4m 234.2m
=================================================================================================================
Diluted earnings per share (pence) 3.9p 3.9p
=================================================================================================================
The Directors believe that adjusting basic earnings per share for the effect of exceptional items and goodwill
amortisation enables a comparison with historical data calculated on the same basis.
10 Acquisitions
During the year, the Group made two minor acquisitions in the Netherlands. The book values of net assets acquired and
the provisional fair value to the Group were as follows:
£m
------------------------------------------------------------------------------------------
Tangible assets 2.1
Financing assumed with acquisition (2.3)
------------------------------------------------------------------------------------------
Net liabilities acquired (0.2)
Provisional goodwill 1.4
------------------------------------------------------------------------------------------
Cash consideration (including costs) 1.2
==========================================================================================
During the year the Group completed the evaluation of the businesses acquired in the year ended 31 March 2003.
Additional goodwill of £0.3m arose in the year due to additional acquisition costs.
11 Provisions for liabilities and charges
Site Aftercare Leachate Reorgan- Onerous Deferred Total
restoration isation leases Taxation
£m £m £m £m £m £m £m
At 31 March 2003 18.6 26.4 3.2 0.6 0.4 18.9 68.1
- as previously
reported
Prior year - - - - - 0.3 0.3
adjustment
-----------------------------------------------------------------------------------------------------------------
At 31 March 2003 18.6 26.4 3.2 0.6 0.4 19.2 68.4
- restated
Provided 2.6 3.5 - 0.1 - - 6.2
- cost of sales
- finance charges 0.7 1.4 - - - - 2.1
- taxation - - - - - (0.7) (0.7)
Utilised (2.5) (0.8) (2.0) (0.4) - - (5.7)
Reassessment of 5.1 - - - - - 5.1
costs
Exchange rate (0.1) (0.1) - - - (0.4) (0.6)
movements
-----------------------------------------------------------------------------------------------------------------
At 31 March 2004 24.4 30.4 1.2 0.3 0.4 18.1 74.8
=================================================================================================================
12 Notes to the cash flow statement
2004 2003
Before Exceptional Total
exceptional costs
Total costs
£m £m £m £m
-------------------------------------------------------------------------------------------------------------------
(a) Net cash flow from
operating activities
Total operating profit 39.4 44.9 (4.4) 40.5
Amortisation of intangible assets 11.6 10.6 - 10.6
Depreciation of fixed assets included 46.7 42.1 - 42.1
in operating profits
Amounts written off joint venture 0.5 - - -
investment
Provision for aftercare and site 6.1 2.8 - 2.8
restoration
-------------------------------------------------------------------------------------------------------------------
Earnings before interest, taxation, 104.3 100.4 (4.4) 96.0
depreciation and amortisation
(EBITDA)
(Profit) loss on sale of fixed assets (0.6) 0.1 - 0.1
Increase decrease in stocks (1.1) (0.4) - (0.4)
(Increase) decrease in debtors (8.8) 5.2 - 5.2
Increase in creditors 4.6 27.2 0.5 27.7
Exceptional provision cost - - 3.2 3.2
Other provision cost 0.1 - - -
Utilisation of provisions (5.7) (9.5) - (9.5)
Share of profits of joint ventures (1.6) (1.4) - (1.4)
-------------------------------------------------------------------------------------------------------------------
Net cash flow from operating 91.2 121.6 (0.7) 120.9
activities
===================================================================================================================
2004 2003
£m £m
-------------------------------------------------------------------------------------------------------------------
(b) Subsidiary undertakings and businesses purchased during the year
Tangible fixed assets 2.1 1.1
Financing assumed with acquisition (2.3) -
-------------------------------------------------------------------------------------------------------------------
Net assets (liabilities) acquired (0.2) 1.1
Provisional goodwill capitalised 1.7 8.7
-------------------------------------------------------------------------------------------------------------------
Total estimated consideration 1.5 9.8
===================================================================================================================
(c) Analysis of financing
Short term loan (advance) repayment (0.3) 0.1
Long term loan advances 34.0 17.8
Long term loan repayments (20.0) (5.8)
Finance lease net repayments (0.7) (0.9)
-------------------------------------------------------------------------------------------------------------------
Net cash flow from debt 13.0 11.2
===================================================================================================================
(d) Analysis of net debt in the balance sheet
At 31 March Cash Debt Non cash At 31 March
2003 flows acquired Items 2004
£m £m £m £m £m
-------------------------------------------------------------------------------------------------------------------
Cash at bank and in hand 20.5 9.8 - - 30.3
Overdrafts (3.7) (9.3) (2.3) - (15.3)
----------------
0.5
----------------
Debt due within one year (0.6) 0.3 - - (0.3)
Debt due after more than (313.0) (14.0) - 4.7 (322.3)
one year
Finance leases (0.7) 0.7 - (1.5) (1.5)
----------------
(13.0)
-------------------------------------------------------------------------------------------------------------------
Total (297.5) (12.5) (2.3) 3.2 (309.1)
===================================================================================================================
Non cash items comprise the amortisation of loan fees of £0.7m and exchange gain on translation of long term
loans in currencies other than sterling of £5.4m, and the inception of new finance leases.
13 Contingent liabilities
The Group is subject to a claim for the use of mineral rights at the Group's Greengairs landfill site in
Scotland, which was originally quantified at £25m. The Directors' of the Group continue to resist the magnitude of
the claim. Negotiations are continuing between the Group and the claimant and in the event these are not successful a
court hearing has been scheduled for June 2004. At the current time, it is not possible to quantify with reasonable
accuracy the likely liability arising for the Group and accordingly no potential loss has been provided for at 31
March 2004.
14 Post balance sheet event
On 25th May 2004, the Group reached agreement, subject to shareholders' approval, for the disposal of the United
Kingdom landfill and power business for a consideration of £227.5m less costs.
This information is provided by RNS
The company news service from the London Stock Exchange