Interim Results

Hargreaves Services PLC 27 February 2007 For Immediate Release 27 February 2007 HARGREAVES SERVICES plc Interim results for the six month period ended 30 November 2006 HIGHLIGHTS • Hargreaves Services plc provides materials and services principally to the energy industry, plus other major material consumers. By moving materials and waste for itself and clients, the Group is the largest bulk haulier in the United Kingdom. The Group is also the UK's sole independent manufacturer of coke. • In the half year ended 30 November, Hargreaves acquired Norec Limited, a major supplier of services to the energy industry, which employs in excess of 500 people. • Group turnover for the period was £102.7m (2005: £70.8m) an increase of 45%. • Profit on ordinary activities before taxation was £3.7m (2005: £3.0m) an increase of 22%. • A maiden dividend of 5p per share was approved and paid in respect of the year to 31 May 2006. • The Group continued to win substantial new contracts, giving confidence over future revenue streams and earnings. • The Group is also pleased to announce the acquisition of Maltby Colliery from UK Coal plc for £21.5m part funded by a placing of £11.1m at a price of 469p per share. Chairman, Tim Ross commented: 'The Board is delighted with the excellent performance of the group in the first half of the year. It is even more pleased with the increased order book, and the visibility that this gives in relation to future results. Norec, acquired in September 2006, is being smoothly integrated within the Industrial Services Division, and will make a full contribution to the second half of the year. The Board is also excited by the Maltby deal which will further complement the group's existing operations. Your Board is confident, and committed to, achieving expectations. An interim dividend of 3p per share will be paid on 26 March 2007 to those shareholders on the register at 9 March 2007.' Enquiries Hargreaves Services plc 0191 373 4485 Gordon Banham Peter Dillon Buchanan Communications 0207 466 5000 Diane Stewart Tim Anderson Brewin Dolphin Securities 0113 241 0130 Andrew Kitchingman Group Chief Executive's Statement It gives me great pleasure to announce our interim results for the six months ended 30 November 2006. During this period we successfully acquired Norec Limited, a service supplier principally to generators and ports, adding over 500 people to our workforce. A number of major new contracts won during this period also contributed to a substantial organic growth. Trading results It was pleasing to see Group turnover for the period increase 45% to £102.7m (2005: £70.8m). This was largely driven by the Minerals division, reflecting new contracts with generators. There was also a considerable increase in turnover from Coal4Energy, our joint venture company with UK Coal, which supplies the domestic and light industrial markets. Total operating profit (pre goodwill) increased by 5% from £4.3m to £4.5m. However this masks a strong underlying performance, as there were £0.8m of non recurring costs which were expensed during the period. Profit on ordinary activities before taxation increased by 22% to £3.7m (2005: £3.0m). The Board is recommending the payment of 3p per share interim dividend in line with our stated dividend policy. Acquisitions On 1 September 2006, the Group acquired Norec Limited for an initial purchase consideration, including costs, of £5.9m plus a further payment of up to £1.5m depending upon the results to 31 December 2006. The Company, which employs in excess of 500 people, principally provides support services to generators, ports and other heavy industrial companies. Norec made sales of £7.5m and an operating profit of £0.5m during this period. Operating review The group enjoyed strong organic sales growth in the first half. The growth is largest in the Minerals Division, principally through sales of coal to the generators. However, all divisions have progressed satisfactorily. We have also won significant new orders for our goods and services, this gives good visibility of future earnings, both in the short and medium term. The Board is confident of an excellent second half year. Throughout this half year, we have continued our policy of investing for future growth by recruitment and promotion of people, plus continuing to invest in advanced systems. The integration of our newest acquisition, Norec, with Hargreaves Industrial Services, has proceeded smoothly, and many opportunities are arising from the combined management and workforce plus the enlarged customer base. In September 2006, we began an operation in Germany, Hargreaves Raw Material Services GmbH, to supply the European Market for foundry coke and other associated products. The Company is trading successfully, has won significant orders, and we believe it will make an initial contribution to the Group full year results. We also purchased a technically advanced tyre crumbing plant in Sheffield at a cost of £1.0m to take advantage of the new directive preventing disposal of used tyres into landfill. This market provides income from the receipt of used tyres, and income from the subsequent sale of crumb rubber. Group Chief Executive's Statement continued The processed product may also be used as a coal substitute by our subsidiary, Monckton Coke and Chemical Company Limited. This plant will be commissioned and operational by May 2007, with a capacity to process 30,000 tonnes of used tyres per annum. The Group continues with the policy of becoming the most significant player in a number of specialist niche markets. Strategy We remain determined to deliver strong organic growth through our existing business. The recent investment into Germany will demonstrate that our business model can be replicated outside the United Kingdom. We will continue to pursue strategic and significant acquisitions relevant to our markets and skill base. In order to achieve these objectives we will maintain strong management structures, strengthening the senior management team, in line with business growth. Staff We welcome the new employees that have joined the Group, particularly those at Norec. The Board has asked me to thank every employee in the Group for the efforts that they have made over this period. It is by their efforts, often in arduous conditions and against tight deadlines, that the Group prospers and goes forward. Outlook Sales for the two months of the second half continue at a high level. The increased order books, plus the second half contribution from Norec, indicate that the full year will be another satisfactory performance continuing the Group's successful track record. The Group has achieved significant growth, increasing sales and profit year on year. The markets in which the Group trades remain buoyant, and your Board remains committed to a policy of exploiting opportunities within its skill base, whether by organic or acquisition means. Our principal aim will continue to be generating significant returns for our shareholders. Post balance sheet event I am delighted to announce the acquisition of Maltby Colliery from UK Coal for a total consideration of £21.5m plus £8.6m pension deficit assumed. The Group raised £11.1m by way of a placing at 469p per share to fund part of the consideration. Gordon Banham Group Chief Executive 27 February 2007 Consolidated profit and loss account for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Turnover: group and share of joint ventures 114,843 74,289 155,001 Less: share of turnover of joint ventures Continuing operations (12,159) (3,498) (8,017) -------- -------- -------- Group turnover 102,684 70,791 146,984 ======== ======== ======== Group turnover Continuing operations 89,443 60,702 124,896 Acquisitions 13,241 10,089 22,088 -------- -------- -------- 102,684 70,791 146,984 Cost of sales (92,936) (62,214) (129,955) -------- -------- -------- Gross profit 9,748 8,577 17,029 Administrative expenses (5,829) (4,517) (10,177) -------- -------- -------- Group operating profit Continuing operations 3,467 2,450 4,709 Acquisitions 452 1,610 2,143 -------- -------- -------- 3,919 4,060 6,852 Share of operating profit in joint ventures 326 184 380 -------- -------- -------- Total operating profit 4,245 4,244 7,232 (Loss)/profit on sale of fixed assets (16) 57 60 Interest receivable 50 15 74 Other finance costs - - (20) Interest payable and similar charges - group (574) (1,313) (1,837) - joint ventures (33) - (36) -------- -------- -------- Profit on ordinary activities before taxation 3,672 3,003 5,473 Tax on profit on ordinary activities (1,171) (985) (1,823) -------- -------- -------- Profit on ordinary activities after taxation 2,501 2,018 3,650 Minority interest 7 - - -------- -------- -------- Profit for the financial period/year 2,508 2,018 3,650 ======== ======== ======== Consolidated profit and loss account (continued) for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Basic earnings per share Ordinary shares 10.59p 16.43p 20.32p A Ordinary shares - 29.71p 29.71p Diluted earnings per share Ordinary shares 10.56p 16.43p 20.21p A Ordinary shares - 29.71p 29.71p ======== ======== ======== Dividend per ordinary share paid in the period/year 5p - - ======== ======== ======== Dividend per A ordinary share paid in the period/year - - 13.3p ======== ======== ======== Consolidated balance sheet at 30 November 2006 At 30 November At 30 November At 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Fixed assets Intangible assets - goodwill 11,859 5,883 5,745 Tangible assets 24,209 18,827 21,146 Investments Investment in joint ventures +-------------------------------------------+ Share of gross assets | 10,023 2,782 7,328 | Share of gross liabilities | (8,913) (1,966) (6,431)| +-------------------------------------------+ 1,110 816 897 Other investments 83 83 83 ---------- ---------- ---------- 37,261 25,609 27,871 ---------- ---------- ---------- Current assets Stocks 15,208 10,502 15,055 Debtors 32,291 24,617 21,167 Cash at bank and in hand 3,788 19,764 15,022 ---------- ---------- ---------- 51,287 54,883 51,244 Creditors: amounts falling due within one year (37,877) (34,490) (26,904) ---------- ---------- ---------- Net current assets 13,410 20,393 24,340 ---------- ---------- ---------- Total assets less current liabilities 50,671 46,002 52,211 Creditors: amounts falling due after more than one (18,582) (17,109) (21,521) year Provisions for liabilities and charges (4,064) (4,175) (4,064) ---------- ---------- ---------- Net assets excluding pension liabilities 28,025 24,718 26,626 Net pension liability (328) - (328) ---------- ---------- ---------- Net assets 27,697 24,718 26,298 ========== ========== ========== Capital and reserves Called up share capital 2,368 2,368 2,368 Share premium account 19,082 19,099 19,082 Other reserves 29 29 29 Capital redemption reserve 1,530 1,530 1,530 Profit and loss account 4,695 1,692 3,289 ---------- ---------- ---------- Shareholders' funds 27,704 24,718 26,298 Minority interest (7) - - ---------- ---------- ---------- 27,697 24,718 26,298 ========== ========== ========== Consolidated cash flow statement for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Cash flow from operating activities 5,997 (3,046) (215) Returns on investments and servicing of finance (521) (750) (2,508) Taxation (982) 5 (895) Dividends paid on shares classified in shareholders' (1,184) - - funds Capital expenditure (2,773) (955) (2,067) Acquisitions (7,710) (2,870) (3,376) --------- --------- --------- Cash outflow before financing (7,173) (7,616) (9,061) Financing (4,061) 24,747 21,450 --------- --------- --------- (Decrease)/increase in cash in the period/year (11,234) 17,131 12,389 ========= ========= ========= Reconciliation of net cash flow to movement in net debt for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 (Decrease)/increase in cash in the period/year (11,234) 17,131 12,389 Net cash outflow/(inflow) from financing 4,061 (4,800) (2,985) --------- --------- --------- Change in net debt resulting from cash flows (7,173) 12,331 9,404 Effect of adoption of FRS 25 on 1 June 2005 (note 7) - (2,087) - Accrued premium on preference shares - (367) - Accrued premium on redemption of loan stock - (88) 135 New finance leases (1,548) (1,115) (3,880) --------- --------- --------- Movement in net debt in the period/year (8,721) 8,674 5,659 Net debt at the start of the period/year (6,414) (12,073) (12,073) --------- --------- --------- Net debt at the end of the period/year (15,135) (3,399) (6,414) ========= ========= ========= Following the adoption of the presentation requirements of FRS 25 'Financial instruments: presentation and disclosure' the Group has, with effect from 1 June 2005, reclassified certain elements of share capital from shareholders' funds to liabilities (note 7). Reconciliations of Group operating profit to net cash flow from operating activities for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Group operating profit 3,919 4,060 6,852 Depreciation and amortisation 1,981 1,533 3,239 Increase in stocks (153) (3,362) (7,916) Increase in debtors (3,553) (4,884) (1,364) Increase/(decrease) in creditors 3,803 (393) (1,026) --------- --------- --------- Net cash inflow/(outflow) from operating activities 5,997 (3,046) (215) ========= ========= ========= Consolidated statement of total recognised gains and losses for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Profit for the financial period/year 2,508 2,018 3,650 Effect of adoption of FRS 25 on 1 June 2005 (note 7) - (166) (166) --------- --------- --------- 2,508 1,852 3,484 Actuarial loss arising on retirement benefit scheme - - (50) Deferred tax arising on losses in retirement benefit scheme - - 15 --------- --------- --------- Total recognised gains and losses relating to the 2,508 1,852 3,449 financial period/year ========= ========= ========= Reconciliation of movements in group shareholders' funds for the six month period ended 30 November 2006 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Profit for the financial period/year 2,508 2,018 3,650 Dividends (1,192) - - --------- --------- --------- 1,316 2,018 3,650 Effect of adoption of FRS 25 on 1 June 2005 (note 7) - (2,087) (2,087) Conversion of debt to equity - 391 391 New share capital subscribed (net of issue costs) - 19,996 19,979 Other recognised losses - - (35) Credit in relation to share based payments (note 2) 90 - - --------- --------- --------- Net addition to shareholders' funds 1,406 20,318 21,898 Opening shareholders' funds 26,298 4,400 4,400 --------- --------- --------- Closing shareholders' funds 27,704 24,718 26,298 ========= ========= ========= Following the adoption of the presentation requirements of FRS 25 'Financial instruments: presentation and disclosure' the Group has, with effect from 1 June 2005, reclassified certain elements of share capital from shareholders' funds to liabilities (note 7). Notes to the interim report 1 This interim report has been prepared on the basis of the accounting policies set out in the 31 May 2006 annual report except as noted below. In this interim report FRS 20 'Share-based payments' has been adopted for the first time (see note 2). The financial information does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The figures for the year ended 31 May 2006 have been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The independent auditors' report on these accounts was unqualified. These results were approved by the Board of Directors and announced to the London Stock Exchange on 27 February 2007. 2 FRS 20 share-based payments In December 2005, the shareholders approved the establishment of a save as you earn ('SAYE') share option scheme under which options were issued over 145,000 ordinary shares to employees of group companies. Under FRS 20 the fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employee becomes unconditionally entitled to the options, in this case over 3 years. The fair value of the options granted had been independently measured taking into account the terms and conditions on which the options were granted. The charge in respect of the share based payments is matched by an equal and opposite adjustment to profit and loss reserves, thereby having no net impact on the group's closing reserves. The full movement on reserves is shown in the reconciliation of shareholders' funds on page 8. FRS 20 had no material effect on the comparative figures therefore no prior year adjustment has been made. 3 Taxation is based on the estimated effective rate for each year as a whole, including deferred tax. 4 The dividend of 5 pence per ordinary share, proposed in the 2006 Annual Accounts, agreed by the shareholders at the Annual General Meeting on 10 October 2006 and paid on 18 October 2006, has been charged to the reserves in these interim financial statements. The directors have recommended an interim dividend of 3 pence per share, which will be paid on 26 March 2007. Interest payable in 2005 includes £367,000 relating to cumulative dividends and other finance charges on classes of share capital (or elements of classes of share capital) reclassified as debt from the adoption of FRS 25 on 1 June 2005. 5 The calculation of earnings per share on the ordinary shares is based on the profit for the period/year and on the weighted average number of ordinary shares in issue and ranking for dividend in the period. 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Profit for the period/year 2,508 2,018 3,650 ========= ========= ========= Weighted average number of shares ('000) 23,675 12,280 17,962 Earnings per share (pence) 10.59 16.43 20.32 ========= ========= ========= The calculation of diluted earnings per share is based on the profit for the period/year and on the weighted average number of ordinary shares in issue in the period/year adjusted for the dilutive effect of the share options outstanding. 6 months ended 6 months ended Year ended 30 November 30 November 31 May 2006 2005 2006 (unaudited) (unaudited) (audited) £000 £000 £000 Profit for the period/year 2,508 2,018 3,650 ========= ========= ========= Weighted average number of shares ('000) 23,751 12,280 17,962 Earnings per share (pence) 10.56 16.43 20.32 ========= ========= ========= In the period ended 30 November 2005 an exit dividend of £291,000 was payable on the A ordinary shares upon the flotation of the Company on AIM. The dividend rights of the ordinary shares and A ordinary shares were identical in all other respects. The calculation of the additional earnings per A ordinary share arising on this dividend was as follows: 6 months ended 30 November 2005 (unaudited) Exit dividend for the period (£000s) 291 Weighted average number of A ordinary shares ('000) 2,191 Additional earnings per A ordinary share (pence) 13.28 All of the A ordinary shares were converted to ordinary shares with effect from 30 November 2005. The Company has only one class of ordinary share from this date. During the period ended 30 November 2005 the Company's £1 ordinary shares were each subdivided into ten 10p ordinary shares. The weighted average number of shares in each of the periods presented has been adjusted as if the subdivision had occurred at the beginning of the earliest period presented. 6 Acquisition On 1 September 2006 the Company acquired the entire issued share capital of Norec Limited. The resulting goodwill of £6,336,000 was capitalised and will be written off over 20 years. The business is long standing and well established and the directors believe that the Group will continue to derive financial benefit over this period. Book and fair value £000 Fixed assets Tangible 764 Current assets Debtors 4,271 Cash 1,371 -------- Total assets 6,406 ======== Liabilities External (2,172) creditors Provisions (3,173) -------- Total (5,345) liabilities ======== Net assets 1,061 Goodwill 6,336 -------- Net purchase consideration and costs of 7,397 acquisition ======== Analysed as: Gross consideration 7,397 ======== Satisfied by: Cash 5,897 Deferred consideration 1,500 -------- 7,397 ======== 7 Financial instruments In the period ended 30 November 2005 the Group took advantage of the transitional arrangements of FRS 25 not to restate corresponding amounts in accordance with FRS 25. The adjustments necessary to implement this policy were made as at 1 June 2005 with the net adjustment to net assets, after tax, taken through the period ended 30 November 2005 reconciliation of movements in shareholders' funds. 8 Post balance sheet event I am delighted to announce the acquisition of Maltby Colliery from UK Coal for a total consideration of £21.5m plus £8.6m pension deficit assumed. The Group raised £11.1m by way of a placing at 469p per share to fund part of the consideration. 9 Copies of this interim report are being sent to all shareholders and will be available to the public from the Group's registered office. This information is provided by RNS The company news service from the London Stock Exchange
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