Preliminary Results

Tanfield Group PLC 26 April 2006 Tanfield Group plc Preliminary Results Twelve months to December 31st, 2005 Highlights â€¢Turnover Growth Â£22.4 million from Â£10.7million â€¢Operating profit (continuing and discontinuing) before tax Â£2.0m compared to loss of Â£5.8million. â€¢Strengthened Balance Sheet Â£11.8million net assets from Â£1.4million. â€¢Continued growth in order book. â€¢Launch of new products: Aerial Access; Electric Vehicles. â€¢Confirmed orders for new range of electric vehicles. Tanfield Group Plc (TAN) is pleased to announce its preliminary results for the twelve month period to 31 December 2005 and also takes the opportunity to comment on the structure of the Group, acquisitions, recent trading performance and future prospects. Following the large scale restructuring in 2004, the financial results for the twelve months to December 2005 demonstrate strong growth, profitability and a robust balance sheet. Summary of Financial Performance Turnover for the twelve month period grew to Â£22.4m, which compares to Â£10.7m for the full year to December 2004. This follows significant organic growth in the Group's operations and integrating the Smith Electric Vehicles business, which has stimulated sales growth across all of the Group's divisions. Operating profit (continuing and discontinuing) before tax for the period of Â£2.0m compares favourably to the loss of Â£5.8m in the year to December 2004. The balance sheet has been significantly strengthened during the period, with net assets at the end of December of Â£11.8m compared to Â£1.4m at the end of 2004. We now have Net Current Assets of Â£2.5m, compared to Net Current Liabilities of Â£1.9m at December 2004 and total debt has reduced to Â£2.8m at December 2005. During the period, a new Â£4m Group bank facility was agreed which not only increases the working capital facilities available to the Group, but also significantly reduces its cost of borrowing. Furthermore, the Group raised mortgage funding to allow it to acquire the long leasehold on two of its buildings on the Tanfield site for a consideration of Â£1.16m. Structure of the Group Over the past twelve months the Group has developed a portfolio of businesses focused on providing zero emission vehicles and zero emission industrial products to customers operating in closed urban and industrial environments. This portfolio of businesses is supported by our well-established engineering capability. Smith Electric Vehicles: is the largest manufacturer of commercial road going electric vehicles in the world with a customer base of over 500 operating both in the private and public sectors. It provides customers with vehicles using traditional technology and more recently has begun to deliver Faraday vehicles which have proven innovative technology with much greater range and speed. It also provides a national service and maintenance infrastructure to these customers with over 120 engineers in the field at eleven depots. This infrastructure gives customers, particularly large fleet users, the confidence that the Group can support the vehicles in the field. Norquip: is one of the world's leading manufacturer of ground support equipment in the form of airport service vehicles and passenger transfer units. Since the business was relaunched by the Group and the design of vehicles re-engineered, product has been delivered to customers and both the order book is ahead of plan and enquiry levels very buoyant. Jumbotugs: is a UK brand that is recognised worldwide for producing one of the best electric powered tow tractors and platform trucks. These vehicles are used predominantly in the Airport and Industrial sectors. Aerial Access: is a manufacturer with a global reputation for innovation and a strong heritage in the design and manufacture of high quality electrically powered aerial lifts and access platforms. Tanfield Engineering Systems: is an engineering business that as well as supporting the Group's own product range also provides complex integrated systems to third party blue chip customers. Growth of the Group The profitable growth over the past year demonstrates the success of the strategy for the Group to concentrate on the expansion of the product ranges of electric vehicles and aerial access equipment and on value added engineering work with blue chip customers. The Group is considering further consolidation of all its assembly processes onto one site as the Directors believe this would increase operational efficiency. Existing operational improvements at the Tanfield site have already significantly reduced the unit cost of manufacture and improved output volumes. Trading Update The acquisition of SEV Group at the end of 2004 and of Norquip mid 2005 have both proved to be a success which the Directors believe have significantly increased the growth potential for the Group. Smith Electric Vehicles The most exciting development has been the significant growth in the order book for electric vehicles. There has been a substantial increase in orders for vehicles in the public sector : for municipals in such areas as waste disposal, parks and gardens maintenance, hospitals and universities; and in the private sector for home delivery companies, airport operators and wider industry. This has led to a quadrupling of output since the end of the third quarter of 2004. The increase in sales has been reflected in both the traditional type vehicles and, more significantly, the updated technology vehicles such as Faraday. Service and Maintenance: There has been a doubling of sales in the service and maintenance division over the past twelve months. There continues to be further growth potential in this division based out of our nationwide chain of depots. SEV currently has over 120 people employed in servicing and maintaining electric vehicles throughout the UK, increased from 80 people at the half year. The Directors expect that this division will be further supplemented by increased business from existing customers. Also, as each new electric vehicle is sold it normally involves a five year service and maintenance contract. The availability of this service and maintenance network gives existing and future buyers of electric vehicles the confidence that there is a high level of support for their fleets. New Vehicle Production: During the past twelve months this division has developed two new road going electric vehicles that can achieve ranges of over 100 miles and speeds of 50 mph. These vehicles cater for the demand in the home delivery market. The vehicles are now in production for a number of customers including, as well as those who traditionally buy electric vehicles, a number who have not previously bought electric vehicles. We have established for these new users that the vehicles offer significant whole life cost savings over, and are comparable in driveability to equivalent diesel vehicles. Orders for New Vehicles (Faraday): As well as being in final negotiations with a number of other significant logistics, courier, Internet and home shopping companies. The following customers have confirmed orders; â€¢ Sainsbury PLC - Home shopping delivery â€¢ Petit Forestier - Europe wide Chilled Food distribution â€¢ BAA - Airport transit and transport usage â€¢ Co-Op Services- Secure data and recyclable waste transport â€¢ Enterprise plc - Facilities management usage â€¢ MRS Ltd - Estate services and management The above orders reflect the level of acceptance in the market for our new vehicles. New Vehicle Development: We are also working in collaboration with a national parcel delivery company and a specialist national food chain business to produce vehicles that meet specific specifications for their operations. These two vehicles have a potential demand of several thousand units within their sectors. They are expected to be ready for production by September 2006. We are also developing a 'mini-bus' vehicle for the National Trust. They have several hundred such diesel vehicles across their estate and want to replace these with zero emission electric vehicles. By the end of 2006 we expect to have introduced five new electric vehicles to the market, each with a number of body configurations. Aerial Access There has been growth in both existing and new markets. More aggressive marketing of what was already a well respected product range meant that during 2005 there was large growth in the United States and mainland Europe. The business has aimed at serving the independent sector of this market. Output Growth: Sales have increased by over 400% during the year with 90% of these exported sales. The division has experienced further substantial growth in Europe over the past six months, seeing output rise to this market by over 250%. The drivers behind this growth are better distribution channels, the appointment of new, better qualified agents and improvements to the range. Another important driver is the legislation introduced across Europe, The Health and Safety at Work Regulation, which limits the use of ladders and forces people to either use scaffolding or powered work platforms. A new range of Aerial Access lifts, based on a standardised build programme, with enhanced features, was launched at the end of 2005. This product range has been well received by the market and orders have exceeded expectation. Distribution of the product range will be increased over the next twelve months by appointing more agents in mainland and Eastern Europe. The new venture with a partner in China is progressing and production will commence in the fourth quarter of this year. Jumbotugs Before the acquisition of SEV by Tanfield Group, this business had received very little development or focused investment for a number of years. The opportunity to provide zero emission tow tractors to the airport sector is a large, global opportunity and the sector is under pressure to reduce emissions. The product range has been re-engineered for ease of manufacture and to improve margins and the revised product has been very well received in the market place. During 2005, sales grew by 300% to over Â£1million and the business achieved 80% of export sales. This year to date, the sales and order book exceed this figure substantially. Enquiries are at an unprecedented level. A new vehicle has been introduced to the market and is currently being trialled by two major national airlines. The trials to date are proving successful and because of its unique performance characteristics the vehicle has the potential to increase the sales of the business significantly over the next twelve months. Norquip The acquisition of the Norquip business for Â£280k in May 2005 has proven to be a worthwhile investment. The market has received the re-launch of the business with great enthusiasm. Sales are ahead of plan and the order book has grown substantially. This business exports 80% of its sales. This acquisition has increased our product offering in the airport sector and it allows the Group to integrate this product range with our electric drive train. This integration has proved very successful and we have received orders for 4 vehicles incorporating this technology, thus providing a product which was previously mounted on a diesel vehicle as a zero emission vehicle. Tanfield Engineering Systems The Group has leveraged the exceptional engineering capability of this division to support the development and sales of its product based businesses. There has seen significant organic growth within Tanfield Engineering Systems with the monthly run rate growing significantly and steadily during the year and we are confident of being able to grow this business further. In 2005 this division accounted for 45% of sales of the Group. This year it will represent less than 20% due to the growth and acquisitions in other areas Summary Following a year of large scale change in our business model and the strategic acquisitions of SEV Group and Norquip, the Group is now demonstrating markedly improved profitable growth. The product portfolio that has been put together is highly complementary and has major growth potential in several large global markets. We have a number of exciting new products and projects in the pipeline, in both the Aerial Access and Electric Vehicle sectors, which are soon to be launched and we are seeing continuing organic growth in all our chosen target markets. We are also now operating from a position of renewed financial strength. There has been major change in our organisation over the past twelve months. This would not have been possible without the efforts of all our people. I would like to take this opportunity to thank all our people for their efforts over the past 12 months and for the continuing support of all our stakeholders. Roy Stanley Chairman Tanfield Group plc TANFIELD GROUP PLC CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 Â£000's Â£000's Continuing Operations Revenue 22,431 10,687 Other operating income 42 1 Changes in inventories of finished goods 1,983 (12) and WIP Raw materials and consumables used (9,112) (3,692) Reversal of previously impaired assets 69 - Staff costs (9,080) (5,457) Depreciation and amortisation expense 456 (490) Other operating expenses (4,680) (3,305) ------- -------- Profit/(Loss) from continuing operations 2,109 (2,268) Finance costs (109) (643) ------- -------- Net Profit/(Loss) before tax for year 2,000 (2,911) Income tax expense (344) 38 ------- -------- Profit/(Loss) for the year from 1,656 (2,873) continuing operations Discontinued operations Profit/(Loss) for period from 38 (2,936) discontinued operations ------- -------- Net profit for the year 1,694 (5,809) ======= ======== Earnings per share From continuing operations Basic 1.00p -3.98p Diluted 0.97p -3.98p From continuing and discontinued operations Basic 1.03p -8.04p Diluted 0.99p -8.04p CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2005 2005 2004 Â£000's Â£000's ASSETS Non Current Assets Property, Plant and Equipment 4,015 2,289 Goodwill 5,143 4,913 Intangible Assets 3,213 604 ------- -------- 12,371 7,806 ------- -------- Current Assets Inventories 4,377 2,417 Trade and Other Receivables 5,700 4,041 Cash and Cash Equivalents 1,478 8,746 ------- -------- 11,555 15,204 ------- -------- TOTAL ASSETS 23,926 23,010 ======= ======== LIABILITIES Current liabilities Trade and Other Payables 5,511 6,711 Tax Liabilities 299 - Obligations Under Finance Leases 631 547 Bank and other Loans and Overdrafts 1,048 9,620 Other Creditors 1,583 - Provisions - 279 ------- -------- 9,072 17,157 ------- -------- Non Current Liabilities Bank and other Loans 1,392 329 Other Creditors 211 291 Obligations Under Finance Leases 723 927 Deferred Tax Liability 45 - Convertible Loan Notes 69 1,663 Provisions 661 1,209 ------- -------- 3,101 4,419 ------- -------- TOTAL LIABILITIES 12,173 21,576 ------- -------- Equity Share Capital 1,905 1,328 Share Premium Account 1,509 18,632 Share Option reserve 308 410 Loan Stock Equity Reserve 6 169 Merger Reserve 1,534 1,534 Capital Reduction Reserve 7,228 - Profit And Loss Account (737) (20,639) ------- -------- Total Equity 11,753 1,434 ------- -------- ------- -------- Total Equity & Liabilities 23,926 23,010 ======= ======== CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2005 Share Share Share Capital Loan Merger Profit Total capital Options Premium Reduction Stock Reserve and Loss Equity reserve Reserve Equity Account Reserve Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Balance at 1 617 410 12,529 - 1,534 (14,908) 182 January 2004 Issue of new 711 6,103 - - - - 6,814 share capital Equity element - - - - 169 - - 169 of loan stock Net loss for the - - - - - - (5,809) (5,809) year Balance at 1 1,328 410 18,632 - 169 1,534 (20,717) 1,356 January 2005 - prior period - - - - - - 78 78 adjustments ------ ------ ------ ------ ------ ------ ------ ------ - as restated 1,328 410 18,632 - 169 1,534 (20,639) 1,434 Exercise of 12 (102) - - - - 134 44 share options Issue of new 356 - 6,517 - - - - 6,873 share capital Capital - - (25,302) 7,228 - - 18,074 - Reduction Conversion of 200 - 1,581 - (163) - - 1,618 convertible loan notes Shares issued 9 - 81 - - - - 90 for consideration Net profit for - - - - - - 1,694 1,694 the year Balance at 31 1,905 308 1,509 7,228 6 1,534 (737) 11,753 December 2005 ------ ------ ------ ------ ------ ------ ------ ------ CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 Â£000's Â£000's Operating Activities Cash used in operations (1,990) (2,614) Interest paid (207) (620) ------ -------- Net Cash used in Operating activities (2,197) (3,234) ------ -------- Investing Activities Acquisitions (324) (2,541) Purchase of property, plant and equipment (2,562) (202) Proceeds from sale of property, plant and equipment - 222 Purchase of intangible fixed assets (1,488) (11) Interest received 98 18 ------ -------- Net cash used in investing activities (4,276) (2,514) ------ -------- Financing Activities Issue of ordinary share capital 6,886 6,714 Repayment of bank loans 742 (110) Capital element of finance leases (121) (648) ------ -------- Net cash from financing 7,507 5,956 ------ -------- Net Increase in Cash and Cash Equivalents 1,034 208 Cash and cash Equivalents at beginning of Year (74) (282) ------ -------- Cash and Cash equivalents at end of the year 960 (74) ------ -------- Notes 1. Accounting Policies The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') for the first time. 2. Unaudited Financial Statements The above figures do not constitute full accounts within the meaning of Section 240 of the Companies Act 1985. The figures for the year ended 31st December 2004 constitute abridged accounts extracted from the published accounts for the year which have been filed with the Registrar of Companies and on which the auditors' report was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. These figures have been restated in accordance with IFRS. The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') for the first time. 3. Earnings per ordinary share Earnings per share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of shares in issue is 165,038,027 (2004 - 72,209,946), and the earnings, being the profit on ordinary activities after taxation and minority interest are Â£1,694,000. (2004: loss of Â£5,809,000). The weighted average number of shares for diluted earnings per share is 169,884,842, and the diluted earnings are Â£1,649,000. No diluted loss per share was disclosed in 2004 as the share options were anti dilutive. Year ended 31 December 2005 Year ended 31 December 2004 Pence Pence Earnings/(Loss) Per share 1.03 (8.04) Diluted Earnings per share 0.99 (8.04) 4 Explanation of transition to IFRS This is the first year that the company has presented its financial statements under IFRS. The following disclosures are required in the year of transition. The last financial statements under UK GAAP were for the year ended 31 December 2004 and the date of transition to IFRS was therefore 1 January 2004. Group Balance Sheet Reclassifications IFRS results in a number of reclassifications between balance sheet categories. For clarity, the reclassifications are shown in a separate column to the other IFRS impacts which increase or decrease net assets. Share Based Payments Under IFRS2 'Share Based Payments' a charge to the income statement is made reflecting the fair value of options granted. The Group has elected to apply the exemption permitted under IFRS1 in respect of options granted but not vested before 1 January 2005 to not implement IFRS2. There have been no resulting changes in financial statements. Business Combinations The Group has not elected to make retrospective application of IFR 3 in respect of business combinations prior to the transition date of 1st January 2004. In October 2004, the Group acquired SEV Group Ltd. The business combination has been restated to comply with IFRS 3. Assets acquired have been valued at deemed cost. The impact has been the reclassification of part of the goodwill as an intangible asset representing the value of the order book acquired of Â£560,000. Goodwill IAS 36 has been applied in testing the goodwill for impairment at the date of transition to IFRS. No changes have been made to the carrying amounts of goodwill. Under IFRS 3 there is no amortisation of goodwill. The impact has been the write back of goodwill amortisation after the transition date of Â£236,000. Loan Stock Equity Under IAS 32 'Financial Instruments: Presentation and Disclosure'. On initial recognition the carrying amount of convertible loan stock is allocated between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Group. The effective interest rate on the liability component is 10.5%. The impact has been the re-categorisation of Â£169,000 from non current liabilities to equity. Intangible Assets. Under IAS 38 'Intangible Assets', where software does not form an integral part of the machinery or computer hardware to which it relates it is accounted for separately as an intangible asset. The impact of this is the re-categorisation of Â£44,000 from tangible to intangible assets. Tanfield Group Plc Income Statement Reconciliation 31 December 2004 ---------------------- ------------------ ---------------------------------------------------------- ------------------ UK GAAP balances in UK GAAP IFRS UK GAAP balances in IFRS FRS IFRS balances in IFRS format Format adjts Adjustments ---------------------- ------------------ ---------------------------------------------------------- ------------------ Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Reclass Amortisation Writeback of Order of Book goodwill Turnover 11,765 (1,078) 10,687 Revenue - - 10,687 Revenue Cost of sales (9,020) 9,020 - - -------- ------- ------ ------ ------ ------ Gross profit 2,745 1 1 Other operating - - 1 Other operating income income (12) (12) Changes in - - (12) Changes in inventories inventories (3,692) (3,692) Raw materials and - - (3,692) Raw materials and consumables consumables used (5,457) (5,457) Employee Costs - - (5,457) Employee benefit costs (412) (412) Depreciation and (78) - (490) Depreciation and amortisation expense amortisation expense (3,541) (3,541) Other operating 236 (3,305) Other expenses charges Administrative (7,920) 7,920 expenses -------- ------- ------ ------ ------ ------ Operating loss (5,175) - (2,426) Operating loss (78) 236 (2,268) Interest receivable 18 - 18 Interest receivable 18 & similar income & similar income interest payable & (848) 187 (661) Interest payable & (661) Finance costs similar charges similar charges -------- ------- ------ ------ ------ ------ Loss on ordinary (6,005) (2,936) (3,069) Loss on ordinary (78) 236 (2,911) Loss before tax activities before activities before tax tax Tax charge on profit 38 - 38 Tax charge on profit 38 Income tax on ordinary on ordinary expense activities activities -------- ------- ------ ------ ------ ------ Loss on ordinary (5,967) (2,936) (3,031) Loss on ordinary (78) 236 (2,873) activities after tax activities after tax Discontinued - - Discontinued - Discontinued operations operations operations Loss for period from - (2,936) (2,936) Loss for period from (2,936) Loss for period discontinued discontinued from discontinued operations operations operations -------- ------- ------ ------ ------ ------ Retained loss (5,967) - (5,967) Retained loss (78) 236 (5,809) Net loss for the year NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 Consolidated Balance Sheet Reconciliation - 31 December 2004 ---------------------- ------------------ ---------------------------------------------------------- ------------------ UK GAAP balances IFRS UK GAAP balances Further IFRS adjustments (UK GAAP to IFRS) IFRS balances in in UK GAAP Format Adjustments in IFRS format IFRS format Creditors Provisions ---------------------- ------------------ ---------------------------------------------------------- ------------------ Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Reclassi- Write Order Reclassi- fication back of Book fication of goodwill Capitali- intangibles 2004 sation ASSETS ASSETS ASSETS Fixed Assets Non Current Non Current Assets Assets Tangible 2,333 - - 2,333 Property, (44) - - - 2,289 Property, Assets Plant and Plant and Equipment Equipment Goodwill 5,237 - - 5,237 Goodwill - 236 (560) - 4,913 Goodwill Intangible - - - Intangible 44 - 560 - 604 Intangible assets Assets Assets ------- ----------------- ------ ---------------------------------- ------- 7,570 - - 7,570 - 236 - - 7,806 ------- ----------------- ------ ---------------------------------- ------- Current Current Assets Current Assets Assets Stocks 2,417 - - 2,417 Inventories - - - - 2,417 Inventories Debtors due 4,041 - - 4,041 Trade and - - - - 4,041 Trade and within one Other Other year Receivables Receivables Cash and 8,746 - - 8,746 Cash and Cash - - - - 8,746 Cash and balances with Equivalents Cash banks Equivalents ------- ----------------- ------ ---------------------------------- ------- 15,204 - - 15,204 15,204 ------- ----------------- ------ ---------------------------------- ------- Total Assets 22,774 - - 22,774 Total Assets -- 236 - - 23,010 Total Assets ------- ----------------- ------ ---------------------------------- ------- EQUITY & EQUITY & EQUITY & LIABILITIES LIABILITIES LIABILITIES Capital and Equity Equity reserves Share Capital 1,328 - - 1,328 Share Capital - - - - 1,328 Share Capital Shares to be 410 - - 410 Capital - - - - 410 Share issued Reserves Option Reserve - - - 169 169 Loan Stock Equity Reserve Merger 1,534 - - 1,534 Merger reserve - - - - 1,534 Merger reserve reserve Capital 18,632 - - 18,632 Capital - - -- - 18,632 Share Reserves Reserves Premium Account Profit and (20,875) - - (20,875) Profit and - 236 - - (20,639) Profit and loss account loss account loss account ------- ----------------- ------ ---------------------------------- ------- Total Equity 1,029 - - 1,029 Total Equity - 236 - 169 1,434 Total Equity ------- ----------------- ------ ---------------------------------- ------- Creditors: 3,379 (3,379) - - Non-current Non-current due after one liabilities liabilities year 389 389 Bank Loans - - - (60) 329 Bank Loans 1,832 1,832 Convertible - - - (169) 1,663 Convertible Loan Notes Loan Notes 927 927 Obligations - - - - 927 Obligations Under Finance Under Leases Finance Leases Consolidated Balance Sheet Reconciliation - 31 December 2004 (continued) ---------------------- ------------------ ---------------------------------------------------------- ------------------ UK GAAP balances IFRS UK GAAP balances Further IFRS adjustments (UK GAAP to IFRS) IFRS balances in in UK GAAP Format Adjustments in IFRS format IFRS format Creditors Provisions ---------------------- ------------------ ---------------------------------------------------------- ------------------ Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's 1,488 1,488 Provisions - - - (279) 1,209 Provisions 231 231 Other creditors - - - 60 291 Other creditors 3,379 - 1,488 4,867 - - - (448) 4,419 Provisions 1,488 (1,488) - for liabilities & charges ------- ----------------- ------ ---------------------------------- ------ Current 16,878 (16,878) - Current Current liabilities liabilities liabilities 6,711 6,711 Trade and Other - - - - 6,711 Trade and Payables Other Payables 547 547 Obligations - - - - 547 Obligations Under Finance Under Finance Leases Leases 9,620 9,620 Bank Loans and - - - - 9,620 Bank Loans and Overdrafts - Overdrafts due within 1 yr - Provisions - - - 279 279 Provisions ------- ----------------- ------ ---------------------------------- ------ 16,878 16,878 - 16,878 - - - 279 17,157 ------- ----------------- ------ ---------------------------------- ------ Total 21,745 - - 21,745 Total - - - 169 21,576 Total Liabilities Liabilities Liabilities ------- ----------------- ------ ---------------------------------- ------ ------- ----------------- ------ ---------------------------------- ------ Total equity 22,774 - - 22,774 Total equity & - 236 - 23,010 Total equity & liabilities liabilities & liabilities ------- ----------------- ------ ---------------------------------- ------ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 Tanfield Group Plc Consolidated Balance Sheet Reconciliation - 31 December 2003 ----------- ------------------ ------ ------------------- ----------------------- --------------------------- UK GAAP IFRS Adjustments UK GAAP balances Further IFRS adjustments (UK GAAP IFRS balances in balances in UK in IFRS format to IFRS) IFRS format GAAP Format Creditors Provisions ----------- ------------------ ------ ------------------- ----------------------- --------------------------- Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Reclassification Reclass- of intangibles ification ASSETS ASSETS ASSETS Fixed Non Current Non Current Assets Assets Assets Tangible 2,962 - - 2,962 Property, (40) - 2,922 Property, Assets Plant and Plant and Equipment Equipment Goodwill 4,556 - - 4,556 Goodwill - - 4,556 Goodwill Intangible - - - - Intangible 40 - 40 Intangible assets Assets Assets ------- ------- ---- ------ ----- ----- ------ 7,518 - - 7,518 7,518 ------- ------- ---- ------ ----- ----- ------ Current Current Current Assets Assets Assets Stocks 779 - - 779 Inventories - - 779 Inventories Debtors due 1,228 - - 1,228 Trade and - - 1,228 Trade and within one Other Other year Receivables Receivables Cash and 3,172 - - 3,172 Cash and - - 3,172 Cash and balances Cash Cash with banks Equivalents Equivalents ------- ------- ---- ------ ----- ----- ------ 5,179 - - 5,179 - - 5,179 ------- ------- ---- ------ ----- ----- ------ Total 12,697 - - 12,697 Total - - 12,697 Total Assets Assets Assets ------- ------- ---- ------ ----- ----- ------ EQUITY & LIABILITIES EQUITY & EQUITY & LIABILITIES LIABILITIES Capital and reserves Equity Equity Share 617 - - 617 Share - - 617 Share Capital Capital Capital Shares to 410 - - 410 Shares to - - 410 Share be issued be issued Options Reserve Merger 1,534 - - 1,534 Merger - - 1,534 Merger reserve reserve reserve Capital 12,529 - - 12,529 Capital - - 12,529 Capital Reserves Reserves Reserves Profit and (14,908) - - (14,908) Profit and - - (14,908) Profit and loss loss loss account account account ------- ------- ---- ------ ----- ----- ------ Total 182 - - 182 Total - - 182 Total Equity Equity Equity ------- ------- ---- ------ ----- ----- ------ Creditors: 3,418 (3,418) - Non-current Non-current due after liabilities liabilities one year 850 - 850 Bank Loans - - 850 Bank Loans 1,784 - 1,784 Convertible - - 1,784 Convertible Loan Notes Loan Notes 784 - 784 Obligations - - 784 Obligations Under Under Finance Finance Leases Leases 544 544 Provisions - (195) 349 Provisions ------- ------- ---- ------ ----- ----- ------ 3,418 - 544 3,962 (195) 3,767 ------- ------- ---- ------ ----- ----- ------ Provisions 544 - (544) - - - for liabilities & charges ------- ------- ---- ------ ----- ----- ------ Tanfield Group Plc Consolidated Balance Sheet Reconciliation - 31 December 2003 --------------------- -------- ------ ------------------------- ----------------------- --------------------------- UK GAAP balances in IFRS Adjustments UK GAAP balances Further IFRS adjustments (UK GAAP IFRS balances in IFRS UK GAAP Format in IFRS format to IFRS) format Creditors Provisions --------------------- -------- ------ ------------------------- ----------------------- --------------------------- Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Â£000's Reclassification Reclassi- of intangibles fication Current 8,553 (8,553) - - Current Current liabilities liabilities liabilities 4,046 - 4,046 Trade and - - 4,046 Trade and Other Other Payables Payables 1,053 - 1,053 Obligations - - 1,053 Obligations Under Finance Under Finance Leases Leases 3,454 - 3,454 Bank Loans - - 3,454 Bank Loans and and Overdrafts Overdrafts - due within 1 yr - Provisions - 195 195 Provisions ------- ------- ----- ------ ------ ------ ------ 8,553 8,553 - 8,553 - 195 8,748 ------- ------- ----- ------ ------ ------ ------ Total 12,515 - - 12,515 Total - - 12,515 Total Liabilities Liabilities Liabilities ------- ------- ----- ------ ------ ------ ------ Total equity 12,697 - - 12,697 Total equity - - 12,697 Total equity & & liabilities & liabilities liabilities ------- ------- ----- ------ ------ ------ ------ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 Tanfield Group Plc 2004 Cash Flow Statement Reconciliation UK GAAP balances in IFRS Format IFRS Adjustments Total IFRS Adj IFRS ----------------------- -------- -------------- ----------- -------- -------- Â£000's Â£000's Â£000's Â£000's Reclass of intangible fixed assets Operating Activities Profit before tax and interest expense (5,175) - - (5,175) Depreciation of property, plant and equipment 570 (20) - (20) 550 Impairment of property, plant and equipment 1,337 - - - 1,337 Amortisation of intangible fixed assets 236 20 - 20 256 (Increase)/decrease in debtors (998) - - - (998) (Decrease)/Increase in creditors 813 - - - 813 (Decrease)/Increase in provisions 284 - - - 284 (Increase)/decrease in inventories 319 - - - 319 Interest paid (620) - - - (620) -------- -------------- ----------- -------- -------- Net Cash from Operating activities (3,234) - - - (3,234) -------- -------------- ----------- -------- -------- Investing Activities Acquisitions (2,541) - - - (2,541) Purchase of property, plant and equipment (213) 11 - 11 (202) Proceeds from sale of property, plant and equipment 222 - - - 222 Purchase of intangible fixed assets - (11) - (11) (11) Interest received 18 - - - 18 -------- -------------- ----------- -------- -------- Net cash used in investing activities (2,514) - - - (2,514) -------- -------------- ----------- -------- -------- Financing Activities Issue of ordinary share capital 6,714 - - - 6,714 Repayment of bank loans (110) - - - (110) Capital element of finance leases (648) - - - (648) -------- Net cash used in financing 5,956 - - - 5,956 -------- -------------- ----------- -------- -------- Net increase/(decrease) in cash and cash equivalents 208 - - - 208 -------- -------------- ----------- -------- -------- This information is provided by RNS The company news service from the London Stock Exchange

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