TIDMESL
RNS Number : 3530P
Eddie Stobart Logistics PLC
31 August 2017
31 August 2017
Eddie Stobart Logistics plc
("Eddie Stobart" or the "Group")
Interim Results for the six months ended 31 May 2017
Eddie Stobart, a leading UK logistics and supply chain company
delivering innovative solutions and service excellence to a diverse
range of customers in the Retail, Consumer, Manufacturing,
Industrial & Bulk (MIB) and E-Commerce sectors, is pleased to
announce its interim results for the six months ended 31 May
2017.
Operational Highlights
-- Successful initial public offering (IPO) on the Alternative
Investment Market (AIM) completed on 25 April 2017 and supported by
blue chip institutional investors raised GBP130m for the Company,
used primarily to reduce gearing, partially fund the acquisition of
iForce Group and provide Eddie Stobart with a financial platform to
support its growth ambitions.
-- Experienced plc board in place with Philip Swatman joining as
Chairman and Stephen Harley and Christopher Casey as Non-Executive
Directors.
-- Acquisition of iForce Group for total consideration of
GBP44.9m, a market leading provider of E-Commerce solutions,
providing a strong platform for Eddie Stobart to develop its offer
to existing and new customers in this growing sector.
-- Strong rolling pipeline of potential new business weighted
towards strategic growth in E-Commerce and MIB.
-- Post period end, acquisition of a 50% interest in Speedy
Freight, which offers nationwide B2B express freight services and
supports Eddie Stobart's capability to move urgent, time critical
and pallet sized loads.
-- Further investment into Eddie Stobart's Training Academy,
including the acquisition post period end of the remaining interest
in The Logistics People staffing business, to attract and retain
quality staff for both Eddie Stobart and the wider commercial
market.
Financial Highlights
-- First half results in line with expectations.
-- Continuing double digit turnover growth with Underlying
Revenue1 up 13% to GBP286.8m (2016: GBP253.6m). Reported revenue
increased to GBP286.8m from GBP266.4m in the corresponding period
in 2016.
-- Underlying EBIT2 increasing 14% to GBP16.9m (2016: GBP14.8m).
Reported profit from operating activities; including exceptional
items reduced from GBP10.2m to GBP5.6m and Loss for the period of
GBP6.3m (2016: profit for the period of GBP1.7m) mainly due to the
GBP12.6m of exceptional items, principally relating to the IPO and
associated refinancing.
-- Significant increases in our targeted areas of MIB and E
Commerce, with Underlying Revenue1 growing 22% and 51%
respectively
-- Underlying EBIT2 margin improving to 5.9% (2016: 5.8%).
-- Free Cash Flow4 of GBP11.1m representing 56% of Underlying EBITDA2 (2016: (GBP3.4m)).
-- Underlying Earnings5 per share of 4.0p. Reported basic earnings per share of (2.5p).
-- Net debt of GBP97.7m (2016: GBP186.8m).
-- Interim dividend of 1.4p per share payable on 20 October 2017
to shareholders on the register on 8 September 2017.
1 Underlying Revenue is defined as Revenue less revenue from the
exited Ireland retail segment (see note 3).
2 Underlying EBIT is defined as Profit from operating activities
before exceptional items, amortisation of acquired intangibles, and
the exited Ireland retail segment and after adding back in the
Group's share of profit from equity accounted investees. Underlying
EBITDA is defined as Underlying EBIT before depreciation of
property, plant and equipment (see Note 3).
3 Adjusted profit before tax is defined as profit or loss before
tax adding back exceptional items, the exited Ireland retail
segment and amortisation of acquired intangibles (see Note 3).
4 Free Cash Flow is defined as Cash generated from operating
activities less purchase of property, plant and equipment adding
back proceeds from sale of property, plant and equipment and adding
back income taxes paid (see Note 3).
5 Underlying Earnings per Share is defined as Profit from
operating activities before exceptional items divided by the
weighted average basic and diluted number of shares in issue at
balance date (see Note 13).
Chief Executive Alex Laffey commented:
"Following our successful IPO in April this year, we have
delivered a strong performance in line with our expectations. The
acquisition of iForce Group is integrating well and has provided us
with a strong platform to develop our e-commerce offer to existing
and new customers. Our focus is now on leveraging cross-selling
opportunities with existing customers, implementing synergies and
developing new business.
Post period end we have further strengthened our offering
through the acquisition of Speedy Freight and the remaining 50%
stake in The Logistics People.
I am also pleased to announce our maiden interim dividend in
line with our progressive dividend policy and underlying our
confidence in the business. Our traditionally stronger second half
of the year has started encouragingly and we are confident of
delivering a full year performance in line with market
expectations."
Eddie Stobart Overview
Eddie Stobart is now recognised as one of the UK's leading
providers of end to end supply chain solutions.
Key differentiators of our business are:
-- Flexible, scalable operational network which can be leveraged to support future growth.
-- Shared-user consulting led operating model delivering a
combination of above average levels of asset utilisation and
operational efficiency offering customers a flexible
'pay-as-you-go' model to reflect demand.
-- Operations which span the whole supply chain via road, rail,
container movements and contract warehousing offering the full
range of end to end logistical services.
-- Continued investment in people and industry relevant skills
through our dedicated Training Academy.
-- Well positioned across different markets, with a strong
growth focus in E-Commerce and MIB sectors.
-- Long-term contractual relationships with a diversified blue chip customer base.
-- Attractive financial profile with sector leading margins and
consistent record of delivering growth both organically and through
targeted acquisitions.
Enquiries:
Eddie Stobart Logistics
plc (0)1925 605400
Alex Laffey, Chief
Executive Officer
Damien Harte, Chief
Financial Officer
FTI Consulting (0)20 3727 1340
Nick Hasell/Alex
Le May/ Matthew
O'Keeffe
Cenkos Securities
Plc (0)20 7397 8928
Elizabeth Bowman
/ Jeremy Osler
Chief Executive's Review
Following Eddie Stobart's successful launch on the AIM Market of
the London Stock Exchange on 25 April 2017, I am pleased to
announce the results for the six months ended 31 May 2017 and
confirm that trading for the period was in line with expectations.
I am also delighted to confirm our maiden dividend of 1.4 pence per
share.
In the past six months our Board has been established with
Philip Swatman as Chairman, together with Stephen Harley and
Christopher Casey as Non-Executive directors, joining me and the
CFO Damien Harte.
We continue our track record of above industry average turnover
growth with Underlying Revenue(1) for the six months to 31 May 2017
growing by GBP33.2m, representing a 13% increase on the comparable
period in 2016.
These results reflect continuing organic growth within our
existing customer base as well as over GBP25m of new annualised
contract wins in the period (the majority benefit of which will be
felt in the second half) and the full period effect of the GBP65m
of new contract wins from 2016.
Our new business pipeline remains strong with a rolling
portfolio of new business opportunities being actioned, the
majority of which are in the E-Commerce and MIB sectors.
As anticipated in the Admission document, we completed the
acquisition of iForce Group on 27 April 2017. The purchase price
was GBP44.9m, which was satisfied by GBP36.9m in cash and GBP8m in
shares.
E-Commerce continues to be a growth sector and the acquisition
of iForce Group has further bolstered our capability to support
clients with fulfilment, carriage and returns management, together
with stock clearance services using their proprietary software
platform. This business provides services to many well-known, blue
chip high-street retailers.
To date the iForce Group has traded to expectations and
leveraging synergies and cross-selling opportunities between the
two organisations has already commenced. Recent contract wins
provide a strong platform for future growth.
We continue to grow with our existing E-Commerce customers and
are looking forward to the second half of the year, which is
traditionally the busier season supporting online and high street
retailers with their logistics and supply chain requirements.
Over the past 18 months we have refocused the business on our
new target sectors in order to ensure that Eddie Stobart was a
stable and profitable business for its IPO, and is well placed as a
platform to support further growth. This has led to a slight
decline in our Retail sector turnover during the period due to the
expiry of an unprofitable contract that we did not renew in
Ireland. A large proportion of that reduction was offset through
growth with our other Retail clients.
Consumer revenue continued to grow during the period although
the sector has had some commercial challenges due to pressure from
its customers. Margin discipline remains a management priority for
both existing and new business. We have also continued to grow in
the MIB sector with turnover increasing by 25% in the period which
reflects our increasing maturity in this sector building upon the
full year effect of 2016 contract wins.
In line with the Group's acquisition strategy, since the period
end Eddie Stobart has acquired a 50% controlling interest in Puro
Ventures Limited, trading as Speedy Freight, which offers
nationwide business to business express freight services. This
acquisition complements the Group's service offering to business
customers in the E-Commerce and MIB sectors and broadens the
capability it can provide across the whole supply chain.
Today I am delighted to announce that we have also acquired the
remaining 50% of TLP Holdings Limited (parent of The Logistics
People Limited). This is consistent with our strategy to utilise
and develop the skills and services of the Eddie Stobart Training
Academy through the provision of a range of training services and
the supply of qualified drivers and warehouse operatives to
customers and other logistics service providers.
Further details of these acquisitions are set out in Note 14 to
the Interim Financial Statements.
As noted above, the second half is traditionally the Group's
stronger period for sales and EBIT as it includes the peak trading
periods for customers in Retail, Consumer and E-Commerce. In
addition, the second half will benefit from a full six months'
contribution from the iForce Group business.
Our operations continue to trade well as we move into the second
half of the financial year and we look forward to delivering a full
year performance in line with market expectations.
Chief Financial Officer's Review
The statutory revenue and profit for the 6 months ended 31 May
2017 was:
6 mths 6 mths
ended ended
31 May 31 May
2017 2016
Unaudited Unaudited
Revenue (GBP'm) 286.8 266.4
Profit from Operating
Activities (GBP'm)
(including exceptional
items) 5.6 10.2
Loss / Profit for the
period (GBP'm) (6.3) 1.7
Management believe that a more relevant representation of the
financial results for the period is arrived at by excluding the
impact of the exited Irish retail segment from the 2016 comparator
and by adding back the amortisation of acquired intangibles and
exceptional items (the majority of which relate to the IPO and
associated refinancing).
This revised presentation of the results is set out below.
6 mths
ended
31 May 6 mths ended
2017 31 May 2016 Growth
------------------------------- -------- ------------- -------
Underlying Revenue(1)
(GBP'm) 286.8 253.6 13%
------------------------------- -------- ------------- -------
Underlying EBIT 2 (GBP'm) 16.9 14.8 14%
------------------------------- -------- ------------- -------
Underlying EBIT2 Margin 5.9% 5.8%
------------------------------- -------- ------------- -------
Free Cash Flow4 11.1 (3.4)
------------------------------- -------- ------------- -------
Free Cash4 flow as percentage
of Underlying EBITDA2 56% (19.0)%
------------------------------- -------- ------------- -------
Revenue
Underlying Revenue(1) for the six months to 31 May 2017 was
GBP286.8m, a 13% increase on the comparable period in 2016
(GBP253.6m).
This represents organic growth (particularly in E-Commerce), the
full year effect of 2016 contract wins and a limited contribution
from 2017 contract wins which will mainly impact the second half
year.
Within this 13% overall increase we have seen significant
increases in our targeted areas of MIB and E-Commerce. MIB
Underlying Revenue(1) grew 22% year on year from GBP66.3m to
GBP80.9m. E-Commerce Underlying Revenue(1) grew 51% from GBP24.5m
to GBP36.9m.
Underlying EBIT2
Underlying EBIT2 for the period was GBP16.9m, representing a
satisfactory 14% increase on the equivalent period in 2016.
Underlying EBIT2 margin improved from 5.8% in 2016 to 5.9% in
2017.
Financing costs
Net interest expense before exceptional items for the six month
period was GBP6.9m (2016: GBP8.6m) a reduction of GBP1.7m.
As this period included some five months of the previous higher
cost financing structure, which was repaid as part of the IPO
process, this net interest expense does not fully reflect the
significantly reduced cost of the debt structure going forward and
this charge will reduce as we move into the second half of the
year.
Adjusted Profit before Tax3 and Loss for the period
The resultant Adjusted Profit before Tax(3) was GBP10.0m, a 61%
increase on the adjusted comparable figure for 2016 (GBP6.2m). The
reported Loss for the period was GBP6.3m (2016: profit for the
period of GBP1.7m) as a result of exceptional items of GBP12.6m,
principally in relation to the IPO and related refinancing.
Tax
For the half year to 31 May 2017 we have a tax credit of GBP1.3m
which reflects the tax deductibility for corporation tax of the
majority of the exceptional items incurred in connection with the
IPO and refinancing exercise and is calculated at the expected
effective tax rate for the year end
Underlying Earnings per share5 and Reported Basic Earnings per
share
Underlying Earnings per Share5 is 4.0p per share. Reported basic
earnings per share were (2.5p).
Cash Flow and funding
Free Cash Flow4 for the period was GBP11.1m, an improvement of
GBP14.5m against the equivalent period in 2016. This represents a
cash conversion ratio of underlying EBITDA2 to Free Cash4 of 56%
compared with (19%) in 2016.
A significant contributor to this cash flow performance was the
much improved working capital position which utilised GBP3.0m
compared with an outflow of GBP15.2m in the equivalent period last
year. This reflects an increased focus on improved working capital
management.
Net Capital expenditure was GBP4.1m, primarily on operational
assets (GBP4.3m in 2016).
Net debt at 31 May 2017 was GBP97.7m (2016 - GBP186.8m) which
represented a 1.88 times multiple (2016: 4.14 times multiple) of
pro forma annual Adjusted EBITDA,6 thereby significantly improving
the financial stability of the Group.
IPO
On 25 April 2017 Eddie Stobart was admitted to the AIM market of
the London Stock Exchange through a placing of 76m new shares
(GBP122m) and a further 5m of shares (GBP8m) were issued in partial
payment for iForce Group.
The sources and uses of this funding were as follows:
Sources Uses
------------------------------------------------------- ----------------------------
iForce Group
acquisition Shares* 8.0
-------------------------------------- --------------- ------------ ------ ------
Total
primary Primary
share share
issue issue 122.0 Cash 36.9 44.9
----------- ----------------- ------ --------------- ------------ ------ ------
iForce
Group
consideration* 8.0
----------------------------- ------ --------------- ------------ ------ ------
Debt repayment Term debt 139.0
-------------------------------------- --------------- ------------ ------ ------
Loan notes 33.9 172.9
------------------------------------------------------- ------------ ------ ------
Term loan Exceptional
facility 100.0 Fees items 4.2
------------------------------ ------ --------------- ------------ ------ ------
Offset
to share
proceeds 5.3
------------------------------------------------------- ------------ ------ ------
Capitalised
bank fees 2.7 12.2
------------------------------------------------------- ------------ ------ ------
Total 230.0 230.0
------------------------------ ------ --------------- ------------ ------ ------
* Shares issued in consideration for iForce Group
A share capital reduction undertaken in the listed company
converted GBP64.6m share premium into distributable reserves to
ensure sufficient reserves are available to satisfy the Group's
dividend policy.
Dividend
Eddie Stobart has a progressive dividend policy. An interim
dividend of 1.4p per share is declared today for shareholders on
the register at the close of business on 8 September 2017 and
payable on 20 October 2017.
Borrowing Facilities
On 13 April 2017 the Group entered into a senior facility
agreement for GBP100m with Bank of Ireland, BNP Paribas, Allied
Irish Banks and KBC Bank NV, maturing in April 2022.
The facility was drawn in full and was used to repay, in part,
the previous facility of GBP139m.
Subsequent to the period end the Group entered into a four year
interest rate hedging arrangement with a 12 month deferred start
date covering GBP60m of the above facility.
At 31 May 2017 the Group also had access to a committed
revolving finance facility of GBP65m (May 2016 - GBP40m) which can
be increased to GBP75m in certain instances (2016 GBP50m). At 31
May 2017 the Group held net cash of GBP15.7m.
Acquisitions
On 28 April 2017 the Group completed the acquisition of iForce
Group for consideration of GBP44.9m (GBP8.0m in shares and GBP36.9m
in cash).
Post the Balance Sheet date we acquired 50% of the share capital
of Puro Ventures (trading as Speedy Freight) for an initial payment
of GBP4.1m. A further payment in respect of this initial 50%
shareholding will be due in May 2018, subject to certain agreed
EBIT targets being achieved.
On 30 August 2017 the Group also acquired the remaining 50% of
TLP Holdings Limited (the parent company of The Logistics People
Limited) for consideration of up to GBP6m. GBP5m of this was paid
on completion and up to a further GBP1m will be payable by the
latest in November 2020, subject to the achievement of certain
agreed profit targets. As the Group already fully consolidates the
financial results of Logistics People (by virtue of its deemed
control over its operations) the impact of this purchase will be to
reduce profit attributable to non-controlling interests and to
increase earnings per share.
1 Underlying Revenue is defined as Revenue less revenue from the
exited Ireland retail segment (see note 3).
2 Underlying EBIT is defined as Profit from operating activities
before exceptional items, amortisation of acquired intangibles, and
the exited Ireland retail segment and after adding back in the
Group's share of profit from equity accounted investees. Underlying
EBITDA is defined as Underlying EBIT before depreciation of
property, plant and equipment (see Note 3).
3 Adjusted profit before tax is defined as profit or loss before
tax adding back exceptional items, the exited Ireland segment and
amortisation of acquired intangibles (see Note 3).
4 Free Cash Flow is defined as Cash generated from operating
activities less purchase of property, plant and equipment adding
back proceeds from sale of property, plant and equipment and adding
back income taxes paid.
5 Underlying Earnings per Share is defined as Profit from
operating activities before exceptional items divided by the
weighted average basic and diluted number of shares in issue at
balance date (see note 13).
6 Pro-forma Adjusted EBITDA is defined as Underlying EBITDA for
the preceding 12 months at the point of measurement with iForce
EBITDA added into the calculations as if acquired and consolidated
throughout that period.
Eddie Stobart Logistics plc
("ESL" or the "Group")
Interim Results for the 6 months ended 31 May 2017
Interim Consolidated Income Statement
for the six months ended 31 May 2017
6 months 6 months
ended ended Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
--------------------------------------- ---- ------------ ------------ -------------
Revenue 286,836 266,359 570,177
Cost of sales (226,131) (211,977) (448,986)
-------------------------------------------- ---- ------------ ------------ -------------
Gross profit 60,705 54,382 121,191
Administrative expenses: before
amortisation of acquired intangibles
and exceptional costs (44,128) (38,764) (81,601)
Amortisation of acquired intangibles (4,947) (4,757) (9,509)
-------------------------------------------- ---- ------------ ------------ -------------
Administrative expenses: before
exceptional items (49,075) (43,521) (91,110)
Administrative expenses: exceptional
items 5 (6,022) (699) (3,288)
-------------------------------------------- ---- ------------ ------------ -------------
Total administrative expenses (55,097) (44,220) (94,398)
Profit from operating activities:
including exceptional items 5,608 10,162 26,793
Profit from operating activities:
before exceptional items 11,630 10,861 30,081
-------------------------------------------- ---- ------------ ------------ -------------
Finance income 1 7 5
Finance expenses: before exceptional
items (6,914) (8,574) (15,984)
Finance expenses: exceptional
items 5 (6,621) - -
-------------------------------------------- ---- ------------ ------------ -------------
Net finance expense (13,534) (8,567) (15,979)
-------------------------------------------- ---- ------------ ------------ -------------
Share of profit from equity
accounted investees, net of
tax 343 153 428
(Loss)/profit before tax (7,583) 1,748 11,242
Tax credit/(expense) 6 1,314 (9) (1,332)
-------------------------------------------- ---- ------------ ------------ -------------
(Loss)/profit for the period (6,269) 1,739 9,910
Profit attributable to:
Owners of the Company (7,135) 1,353 9,029
Non-controlling interests 866 386 881
-------------------------------------------- ---- ------------ ------------ -------------
(Loss)/profit for the period (6,269) 1,739 9,910
-------------------------------------------- ---- ------------ ------------ -------------
Earnings per share
Basic - total operations 13 (2.5p) 0.5p 3.3p
Diluted - total operations 13 (2.5p) 0.5p 3.3p
-------------------------------------------- ---- ------------ ------------ -------------
The accompanying notes form part of the interim financial
statements.
Interim Consolidated Statement of Comprehensive Income
for the six months ended 31 May 2017
6 months 6 months
ended ended Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
--------------------------------- ----- ------------ ------------ -------------
(Loss)/profit for the
period (6,269) 1,739 9,910
Items that are or may
be reclassified subsequently
to profit or loss:
Foreign currency translation
differences - foreign
operations (204) 243 882
Foreign currency translation
differences - equity-accounted
investees 22 - 92
Effective portion of
changes in fair value
of cash flow hedges - - 285
Total items that are
or may be reclassified
subsequently to profit
or loss (182) 243 1,259
--------------------------------- -------- ------------ ------------ -------------
Total comprehensive
income for the period (6,451) 1,982 11,169
--------------------------------- -------- ------------ ------------ -------------
Total comprehensive
income attributable
to:
--------------------------------- ----- ------------ ------------ -------------
Owners of the Company (7,317) 1,596 10,288
--------------------------------- -------- ------------ ------------ -------------
Non-controlling interests 866 386 881
--------------------------------- -------- ------------ ------------ -------------
Total comprehensive
income for the period (6,451) 1,982 11,169
--------------------------------- -------- ------------ ------------ -------------
The accompanying notes form part of the interim financial
statements.
Interim Consolidated Statement of Changes in Equity
for the six months ended 31 May 2017
Attributable to equity holders
of the Company
Share Share Translation Hedge Other Retained Non-controlling Total
capital premium reserve reserve reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
Balance at 30
November
2016 703 64,647 (332) (1,546) - 24,127 87,599 1,831 89,430
(Loss) / profit
for
the period - - - - - (7,135) (7,135) 866 (6,269)
Total other
comprehensive
income - - (182) - - - (182) - (182)
Closure of hedge
reserve - - - 1,546 - - 1,546 - 1,546
Cancellation of
share
premium - (64,647) - - - 64,647 - - -
Issue of capital
(net of costs) 2,876 125,187 - - - (5,386) 122,677 - 122,677
3,579 125,187 (514) - - 76,253 204,505 2,697 207,202
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
Changes in
ownership
interests
in subsidiaries - - - - - - - - -
Acquisition of
subsidiary
with
non-controlling
interests - - - - - - - - -
Dividends paid - - - - - - - - -
Total
contributions
by and
distributions
to owners of the
Company - - - - - - - - -
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
Balance at 31
May
2017 3,579 125,187 (514) - - 76,253 204,505 2,697 207,202
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
The accompanying notes form part of the interim financial
statements.
Interim Consolidated Statement of Changes in Equity
for the six months ended 31 May 2016 (unaudited)
Attributable to equity holders
of the Company
Share Share Translation Hedge Retained Non-controlling Total
capital premium reserve reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 1 December
2015 703 64,647 (1,306) (1,831) 15,098 77,311 - 77,311
Profit for the period - - - - 1,353 1,353 386 1,739
Total other comprehensive
income - - 243 - - 243 - 243
703 64,647 (1,063) (1,831) 16,451 78,907 386 79,293
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Changes in ownership
interests
in subsidiaries
Acquisition of subsidiary
with
non-controlling interests - - - - - - 1,750 1750
Dividends paid - - - - - - (304) (304)
Total contributions
by and distributions
to owners of the Company - - - - - - 1,446 1,446
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 31 May
2016 703 64,647 (1,063) (1,831) 16,451 78,907 1,832 80,739
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
The accompanying notes form part of the interim financial
statements.
Interim Consolidated Statement of Changes in Equity
for the year ended 30 November 2016
Attributable to equity holders
of the Company
Share Share Translation Hedge Retained Non-controlling Total
capital premium reserve reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 1 December
2015 703 64,647 (1,306) (1,831) 15,098 77,311 - 77,311
Profit for the year - - - - 9,029 9,029 881 9,910
Total other
comprehensive
income - - 974 285 - 1,259 - 1,259
703 64,647 (332) (1,546) 24,127 87,599 881 88,480
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Changes in ownership
interests
in subsidiaries
Acquisition of
subsidiary
with
non-controlling
interests - - - - - - 1,750 1,750
Dividends paid - - - - - - (800) (800)
Total contributions
by and distributions
to owners of the
Company - - - - - - 950 950
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 30
November
2016 703 64,647 (332) (1,546) 24,127 87,599 1,831 89,430
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
The accompanying notes form part of the interim financial
statements.
Interim Consolidated Statement of Financial Position
as at 31 May 2017
6 months 6 months Year
ended ended ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
-------------------------------- ---- ------------ ------------ -------------
Assets
Non-current assets
Property, plant and equipment 7 45,253 37,750 37,860
Goodwill 10 161,811 135,524 135,524
Intangible assets 11 95,768 88,570 83,819
Investments in equity accounted
investees 1,117 686 939
303,949 262,530 258,142
-------------------------------- ---- ------------ ------------ -------------
Current assets
Inventories 2,530 1,996 2,357
Trade and other receivables 140,080 135,060 133,816
Current tax asset 97 - -
Cash and cash equivalents 17,604 - 14,083
-------------------------------- ---- ------------ ------------ -------------
160,311 137,056 150,256
-------------------------------- ---- ------------ ------------ -------------
Non-current assets
Deferred tax 804 - -
-------------------------------- ---- ------------ ------------ -------------
804 - -
Total assets 465,064 399,586 408,398
-------------------------------- ---- ------------ ------------ -------------
Liabilities
Current liabilities
Loans and borrowings 8 (5,993) (16,921) (6,212)
Trade and other payables (121,029) (98,562) (110,581)
Current tax liability - (1,360) (493)
Deferred tax liabilities - - (1,582)
Provisions (714) (2,429) (1,259)
-------------------------------- ---- ------------ ------------ -------------
(127,736) (119,272) (120,127)
-------------------------------- ---- ------------ ------------ -------------
Non-current liabilities
Loans and borrowings 8 (109,276) (169,909) (173,375)
Employee benefits (42) - -
Trade and other payables (11,515) (16,128) (15,499)
Deferred tax liabilities (7,644) (13,020) (8,944)
Provisions (1,649) (518) (1,023)
-------------------------------- ---- ------------ ------------ -------------
(130,126) (199,575) (198,841)
-------------------------------- ---- ------------ ------------ -------------
Total liabilities (257,862) (318,847) (318,968)
-------------------------------- ---- ------------ ------------ -------------
Net assets 207,202 80,739 89,430
-------------------------------- ---- ------------ ------------ -------------
Equity
Share capital 12 3,579 703 703
Share premium 12 125,187 64,647 64,647
Translation reserve (514) (1,063) (332)
Hedge reserve - (1,831) (1,546)
Retained earnings 76,253 16,451 24,127
-------------------------------- ---- ------------ ------------ -------------
Total equity attributable
to owners of the Company 78,907 87,599
Non-controlling interests 2,697 1,832 1,831
-------------------------------- ---- ------------ ------------ -------------
Total equity 207,202 80,739 89,430
-------------------------------- ---- ------------ ------------ -------------
The accompanying notes form part of the interim financial
statements.
Consolidated Cash Flow Statement
for the six months ended 31 May 2017
6 months 6 months
ended ended Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
--------------------------------------- ---- ------------ ------------ -------------
Cash flows from operating activities
(Loss)/profit for the period (6,269) 1,739 9,910
Adjustments for:
Depreciation 3,023 3,085 6,125
Amortisation of intangible
assets 11 4,947 4,757 9,509
Net finance costs 6,621 8,567 15,979
Costs associated with hedge
closure 1,483 - -
Share of profit of equity-accounted
investees, net of tax - (153) (428)
Gain on sale of property, plant
and equipment (941) (68) (1,446)
Equity settled share-based
payment expenses 96 - -
Gain of hedge closure (530) - -
Non-cash exceptional items 4,539 - -
Tax expense 6 (1,314) 9 1,332
Changes in:
Inventories (173) (53) (414)
Trade and other receivables 4,753 (17,637) (18,381)
Trade and other payables 1,264 5,512 9,015
Provisions and employee benefits - (4,207) 290
Deferred income, including
government grant (2,994) 1,332 (1,753)
Foreign exchange losses/(gains) 151 (173) (60)
Cash generated from operating
activities 14,656 2,710 29,678
Net interest paid (6,871) (7,296) (10,328)
Income taxes paid 570 (1,856) (1,674)
Net cash generated from operating
activities 8,355 (6,442) 17,676
------------------------------------------- ---- ------------ ------------ -------------
Cash flows from investing activities
Proceeds from sales of property,
plant and equipment 1,388 870 7,237
Acquisition of subsidiaries,
net of cash acquired (36,993) (1,706) (1,706)
Purchase of property, plant
and equipment (5,496) (5,134) (8,052)
Interest received 1 - -
Dividends received from equity
accounted investees (282) - -
Net cash generated from / (used
by) investing activities (41,382) (5,970) (2,521)
------------------------------------------- ---- ------------ ------------ -------------
Cash flows from financing activities
Proceeds from issue of share
capital 111,933 - -
Drawdown of new borrowings 100,554 - -
Draw down of financing facility,
net of costs (223) - 641
Repayment of bank borrowings
and Eurobond (173,745) (163) (385)
Payment of capital element
of finance lease liabilities (2,277) (2,434) (5,425)
Net cash (used in) / generated
from financing activities 36,242 (2,597) (5,169)
------------------------------------------- ---- ------------ ------------ -------------
Net increase/(decrease) in cash
and cash equivalents 3,215 (15,009) 9,986
Cash and cash equivalents at
the start of the financial period 14,083 4,097 4,097
Effect of exchange rate fluctuations
on cash held 306 - -
Cash and cash equivalents at
the end of the financial period 8 17,604 (10,912) 14,083
-------------------------------------------- ---- ------------ ------------ -------------
The accompanying notes form part of the interim financial
statements.
1. Accounting Policies of Eddie Stobart Logistics plc
The consolidated interim financial statements of the Group for
the six months ended 31 May 2017 were authorised for issue in
accordance with a resolution of the Directors on 30 August 2017.
Eddie Stobart Logistics plc is a UK registered company whose
ordinary shares are publicly traded on the AIM market of the London
Stock Exchange. The principal activities of the Group are described
in Note 3.
Basis of preparation
The consolidated financial statements of the Group for the six
months ended 31 May 2017 have been prepared in accordance with IAS
34 Interim Financial Reporting as adopted by the EU.
The consolidated financial statements do not include all the
information and disclosures required in the annual financial
statements, and should be read in conjunction with the annual
financial statements of Eddie Stobart Logistics plc (formerly
Greenwhitestar UK plc) as at 30 November 2016. The financial
information set out herein is unaudited but has been reviewed by
the auditors, KPMG LLP, and their report to the Company is
attached.
The comparative financial information set out in these interim
consolidated financial statements does not constitute the Group's
statutory accounts for the year ended 30 November 2016 but has been
derived from those accounts. Statutory accounts for the period
ended 30 November 2016 have been published and KPMG Audit LLC
reported on those accounts. Their audit report was unqualified and
did not include a reference to any matters to which the auditors
drew attention by way of emphasis without qualifying their report.
The annual financial statements of the Group are prepared in
accordance with IFRSs as adopted by the EU.
Going concern
The Group has considerable financial resources, together with
contracts with a number of customers and suppliers. The financial
forecasts show that borrowing facilities are adequate such that the
Group can operate within these facilities and meet its obligations
when they fall due for the foreseeable future. As a consequence,
the Directors believe that the Group is well placed to manage its
business risks successfully. After making enquiries, the Directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future.
Accordingly, the interim financial statements have been prepared on
a going concern basis.
Significant accounting policies
The accounting policies adopted in the preparation of the
interim consolidated financial statements are consistent with those
followed in the preparation of the Group's annual financial
statements for the year ended 30 November 2016. These accounting
policies are expected to be applied for the full year to 30
November 2017.
The following new standards and amendments to existing standards
have been published and are mandatory for accounting periods
beginning on or after 1 January 2018:
IFRS 9 - Financial instruments 1 January 2018
IFRS 15 - Revenue from contracts
with customers 1 January 2018
IFRS 16 - Leases 1 January 2019
IFRS 8 - Segmental reporting 1 January 2019*
* The following new standard has not yet been published but is
expected to have an implementation date of 1 January 2019.
The Group is currently assessing the potential impact of these
new standards, has not applied them early and does not expect to
adopt them before the effective dates above. As noted in the annual
report, IFRS 16 Leases is expected to have a significant impact on
the Group's consolidated financial statements although, at this
stage it has not been practicable to quantify the full effect this
standard will have upon transition. A number of standards have been
modified on miscellaneous points. None of these amendments is
expected to have a material effect on the Group's financial
statements.
2. Seasonality of operations
Some of our operations are seasonal, with demand for services
generally trending higher as the financial year progresses. Whilst
this impact is mitigated by operating in different sectors there is
still a significant increase in revenue and profits in the second
half of the year for the Group as a whole. We aim to further reduce
the impact of seasonality by growing in business sectors that have
a complementary profile in respect of seasonal trading
3. Segmental Information
Eddie Stobart Logistics plc provides contract logistics services
in the UK and Europe. In the year to 30 November 2016 and the six
months to 31 May 2017 the Group managed its operations via
segments, the performance of which is reported to the board of
directors. The segments are set out in the following table. Road
Transport represents transport in UK and Ireland, CL &
Warehousing represents contract logistics and warehousing services,
EU Transport represents transport and vehicle transportation in
Europe and Other represents special operations such as Formula 1
transportation, truck-stop parking, motel, restaurant and retail
services.
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
Revenue is split
by sector as follows: (Unaudited) (Unaudited) (Audited)
GBP'm GBP'm GBP'm
Revenues
Road Transport 199.3 191.6 415.7
CL & Warehousing 49.1 45.5 94.5
EU Transport 19.9 18.8 38.5
Other divisions, Central
and eliminations 18.5 10.5 21.3
286.8 266.4 570.1
============= ============= =============
Underlying EBITDA
Road Transport 18.7 16.3 43.0
CL & Warehousing 2.6 2.2 4.7
EU Transport 0.8 1.6 3.4
Other divisions, Central
and eliminations (2.2) (1.2) (3.0)
19.9 18.9 48.1
------------- ------------- -------------
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
Underlying EBITDA
margin (Unaudited) (Unaudited) (Audited)
% % %
Road Transport 9.4% 8.5% 10.4%
CL & Warehousing 5.3% 4.8% 5.0%
EU Transport 4.0% 8.5% 8.8%
Other divisions,
Central and eliminations (11.9)% (11.4)% (14.0)%
------------- ------------- -------------
Total 7.0% 7.1% 8.4%
============= ============= =============
Management are currently in the process of evaluating how they
look at the business and going forward may move to a sector based
segment rather than a function based segment. Revenues presented by
sector are shown in the table below.
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'm GBP'm GBP'm
Revenues
Retail 80.0 84.2 173.4
Consumer 74.7 71.4 164.6
Manufacturing, Industrial
& Bulk 80.9 66.3 132.7
E-Commerce 36.9 26.0 49.1
Non sector specific 14.3 18.5 50.3
------------- ------------- -------------
286.8 266.4 570.1
============= ============= =============
Reconciliation to Underlying Revenue, Underlying EBIT,
Underlying EBITDA, Adjusted Profit before tax and Free Cash
Flow
6 months 6 months
ended ended
31 May 2017 31 May 2016
(Unaudited) (Unaudited)
GBP'000 GBP'000
Reported revenue 286,836 266,359
Impact of exit from Ireland retail
segment - (12,789)
------------------------------------------ ------------ ------------
Underlying revenue 286,836 253,570
Reported profit from operating activities
before exceptional items 11,630 10,861
Amortisation of acquired intangibles 4,947 4,757
Share of profit from equity accounted
investees 343 153
Impact of exit from Ireland retail
segment - (956)
Underlying EBIT* 16,920 14,815
Depreciation 3,023 3,085
------------------------------------------ ------------ ------------
Underlying EBITDA** 19,943 17,900
(Loss) / profit before tax (7,583) 1,748
Amortisation of acquired intangibles 4,947 4,757
Exceptional items 12,643 699
Impact of exit from Ireland retail
segment - (956)
------------------------------------------ ------------ ------------
Adjusted profit before tax*** 10,007 6,248
Cash generated from operating activities 14,656 2,710
Purchase of property, plant and equipment (5,496) (5,134)
Proceeds from sale of property, plant
and equipment 1,388 870
Income taxes paid 570 (1,856)
------------------------------------------ ------------ ------------
Free cash flow**** 11,118 (3,410)
* Adjusted for amortisation of acquired intangibles, profit
share of associates and joint venture entities, exceptional items
and impact of exit from Ireland retail segment.
** Adjusted for amortisation, depreciation, profit share of
associates and joint venture entities, exceptional items and impact
of exit from Ireland retail segment
*** Adjusted profit before tax is defined as profit or loss
before tax adding back exceptional items, the exited Ireland
segment and amortisation of acquired intangibles
**** Free cash flow is defined as Cash generated from operating
activities less purchase of property, plant and equipment adding
back proceeds from sale of property, plant and equipment and adding
back income taxes paid.
4. Acquisition of iForce Group Limited
On 28 April 2017, Eddie Stobart Logistics plc acquired, through
its wholly-owned subsidiary ESLL Group Limited, 100% of the share
capital of iForce Group Limited, a leading E-Commerce service
provider which supports customers with industry-leading software
and operational capability. Subsequent to acquisition management
performed a review of the carrying value of all of the identifiable
assets and liabilities of the aggregated companies within the
iForce Group. This review resulted in a number of fair value
adjustments as presented in the table below:
Fair value
Identifiable assets acquired recognised
and liabilities assumed Book value Adjustments on acquisition
GBP'000 GBP'000 GBP'000
--------------------------------- ----------- ------------ ----------------
Property, plant, equipment 3,760 (93) 3,667
Intangible assets: intellectual
property and software 1,579 2,767 4,346
Intangible assets: customer
relationships - 12,550 12,550
Deferred tax 6,217 (2,469) 3,748
Trade receivables 4,287 (108) 4,179
Other receivables 4,371 (91) 4,280
Overdraft (230) - (230)
Trade payables (2,179) - (2,179)
Other payables and deferred
income (10,493) (1,162) (11,655)
Total net assets acquired 7,312 11,394 18,706
---------------------------------- ----------- ------------ ----------------
Cash settlement 36,993
Equity settlement 8,000
---------------------------------- ----------- ------------ ----------------
Total consideration transferred 44,993
Goodwill arising on acquisition 26,287
---------------------------------- ----------- ------------ ----------------
The goodwill arising on acquisition represents the projected
profitability of the Group, including the assembled workforce,
together with further potential to exploit synergies between
business units and within the logistics sector as a whole. None of
this goodwill is expected to be deductible for corporation tax
purposes. The fair value adjustments are provisional.
The consideration was transferred upon acquisition and there is
no further contingent consideration. Transaction costs associated
with the acquisition were borne by subsidiaries in the Group, and
have been taken directly to the income statement.
In its financial year ended 3 July 2016, iForce Group's audited
accounts reported revenue of GBP56.3m, operating profit of GBP1.8m
and net assets of GBP6.5m.
5. Exceptional items
6 months 6 months
ended ended
Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
--------------------------------------- ------------- ------------- -------------
Exceptional items included
in administrative expenses
Costs associated with the IPO
of Eddie Stobart Logistics
plc (3,743) - -
Costs associated with the acquisition
of the iForce Group (494) - -
Other (1,785) (699) (3,288)
Total exceptional items included
in administrative expenses (6,022) (699) (3,288)
Costs associated with the refinancing
of Eddie Stobart Logistics
plc (6,621) - -
--------------------------------------- ------------- ------------- -------------
Total exceptional items included
in finance expenses (6,621) - -
Eddie Stobart Logistics plc was listed on the London Stock
Exchange on 25 April 2017, with the consequence that a number of
professional and adviser costs were incurred. Management also
considered the transaction costs and adviser fees relating to the
acquisition of iForce Group to be non-trading. Both of these items
have therefore been classified as exceptional.
Other exceptional items in the current period include legal and
employment costs relating to restructuring and costs associated
with the discontinuation of the Ireland retail segment within the
Transport business. Other exceptional costs incurred in the prior
year also included costs incurred as a consequence of the entrance
into new markets. These costs have also been separately classified
as exceptional to allow a clearer view of the underlying
performance of the business.
Within finance costs a new term loan was arranged in parallel to
the listing, with the result that the residual capitalised bank
fees relating to the previous loan were written off to the income
statement.
6. Taxation
Total tax charged in the Income Statement in respect of
continuing operations
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
--------------------------------------- ------------- ------------- -------------
Current income tax
UK Corporation tax
UK corporation tax (972) 400 2,888
Overseas corporation tax 275 701 1,277
Adjustments in respect of prior
periods - (748) (1,495)
Total current tax charge (697) 353 2,670
--------------------------------------- ------------- ------------- -------------
Deferred taxation credit
Origination and reversal of temporary
differences (617) (267) (854)
Adjustments in respect of prior
periods - - 205
Effect of rate change on opening
balance - (95) (689)
--------------------------------------- ------------- ------------- -------------
Total (credit)/charge in the
income statement (1,314) (9) 1,332
7. Property, Plant and Equipment
Additions and disposals
During the six months ended 31 May 2017, the Group developed
leaseholds or acquired plant and equipment assets with a cost of
GBP7,879,000 (2016: GBP4,612,000). This included the development at
the two Truckstop sites in Rugby and Carlisle, in addition to the
purchase via finance lease of a number of new vehicles and
trailers.
Property, plant and equipment assets with a book value of
GBP446,000 (2016: GBP802,000) were disposed of by the Group during
the six months ended 31 May 2016, resulting in a profit of
GBP941,000 (2016: GBP52,000).
Capital commitments
At 31 August 2017, the Group had capital commitments of
GBP2,152,000 (2016: GBP3,170,000), principally relating to
development of leased sites in Sherburn, Lutterworth, Rugby and
Dagenham.
8. Financial Assets and Liabilities
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
--------------------------- ----------------- ------------ ------------ -----------
Current
Finance lease and hire
purchase obligations 4,101 4,399 4,360
Bank loans and overdraft 1,892 12,522 1,852
5,993 16,921 6,212
------------------------------------------------ ------------ ------------ -----------
Non-current
Term loan and capitalised
bank fees 97,466 130,869 131,708
Bank loans 2,178 1,253 1,794
Loan notes, including
interest - 30,589 32,346
Finance lease and hire
purchase obligations 9,632 7,198 7,527
------------------------------- ----------------- ------------ ------------ -----------
109,276 169,909 173,375
------------------------------------------------ ------------ ------------ -----------
Total Loans and borrowings 115,269 186,830 179,587
-------------------------------------------------- ------------ ------------ -----------
Cash (17,604) - (14,083)
Net debt 97,665 186,830 165,504
-------------------------------------------------- ------------ ------------ -----------
Finance facilities
Borrowing facilities
On 13 April 2017, the Group signed a new senior facility
agreement with a new syndicate of lenders, providing a finance
facility of GBP100.0m with associated fees of GBP2.7m. The facility
is secured on the shares of the subsidiaries of the Group, is
subject to a variable rate of interest and subject to certain
conditions is repayable in full in April 2022. On 25 April 2017,
the Group drew down the full finance facility of GBP100.0m and
repaid the previous finance facility of GBP139.0m. The residual
capitalised bank fees associated with the previous facility of
GBP6.6m were taken directly to the income statement and have been
classified as an exceptional item.
Included in the analysis above are financing fees of GBP2.7m on
the new facility at 31 May 2017 (31 May 2016: GBP8.2m), which have
been netted against the principal term loans outstanding. During
the period refinancing fees of GBP0.8m (31 May 2016: GBP0.8m) were
amortised through the consolidated income statement.
In the UK, the Group also has access to a revolving finance
facility of up to GBP75.0m (31 May 2016: GBP50.0m) though normally
restricted to GBP65.0m (31 May 2016: GBP40.0m), which is dependent
upon and secured against assets within the Group. The facility is
subject to a variable rate of interest and is in place until
2021.
The Group has finance facilities in Belgium which are secured
against assets in that region and comprise an overdraft of EUR1.5m,
subject to a variable rate of interest and available over 7 years
to 2021, and a loan of EUR3.0m, subject to a fixed rate of interest
and repayable in equal quarterly instalments over 7 years to 2021.
During the year a new facility of EUR1.5m has been agreed at a
fixed rate of interest and repayable in equal quarterly instalments
over 5 years to 2021. The facilities are secured against specific
assets in the Group.
Loan notes
On 27 April 2017 the loan notes of GBP33.9m (31 May 2016:
GBP30.6m) were repaid to Greenwhitestar Holding Company 2.
9. Dividends
An interim dividend of 1.4p per share was declared by the Board
of directors at the date of publication of these financial
statements. It will be paid on 20 October 2017 to shareholders
whose name appears on the register at close of business on 8
September 2017. The interim dividend, amounting to GBP5,000,000,
has not been recognised as a liability in this interim financial
information. It will be recognised in the shareholders' equity in
the year to 30 November 2017.
10. Goodwill
General
Transport Ports Automotive TLP Holdings iForce Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- ------- ---------- ------------ ------- -------
Goodwill at 30 November
2016 125,574 5,559 1,000 3,391 - 135,524
Goodwill at 31 May
2017 125,574 5,559 1,000 3,391 26,287 161,811
------------------------ ---------- ------- ---------- ------------ ------- -------
Details of the acquisition of iForce Group can be found in Note
4.
11. Intangible assets
Brand Customer
Software names relationships Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- ------- -------------- -------
Cost
At 1 December 2015 - 22,300 86,876 109,176
Additions in the year - - -
---------------------------- -------- ------- -------------- -------
At 30 November 2016 - 22,300 86,876 109,176
Additions in the period - - - -
Additions on acquisitions
of business combinations 4,346 - 12,550 16,896
---------------------------- -------- ------- -------------- -------
At 31 May 2017 4,346 22,300 99,426 126,072
---------------------------- -------- ------- -------------- -------
Amortisation and impairment
At 1 December 2015 - 6,195 9,653 15,848
Amortisation charge
for the year - 3,717 5,792 9,509
---------------------------- -------- ------- -------------- -------
At 30 November 2016 - 9,912 15,445 25,357
Amortisation charge
for the period 123 1,858 2,966 4,947
---------------------------- -------- ------- -------------- -------
At 31 May 2017 123 11,770 18,411 30,304
---------------------------- -------- ------- -------------- -------
Net book value
At 30 November 2016 - 12,388 71,431 83,819
---------------------------- -------- ------- -------------- -------
At 31 May 2017 4,223 10,530 81,015 95,768
---------------------------- -------- ------- -------------- -------
12. Share capital
No. Share Share
of shares capital premium
'000 GBP'000 GBP'000
-------------------------------------------- ----------- --------- ---------
Ordinary shares in issue at 31 May
2016 and 30 November 2016 703 703 64,647
Conversion of share premium into
share distributable reserves - - (64,647)
Bonus issue of 2,063,688 shares at
GBP1.00 each 2,064 2,064 -
Subdivision of shares creating 273,902,112
shares at GBP0.01p each 273,902 - -
Issuance of 81,250,000 GBP0.01p new
shares for GBP1.60 net of costs 81,250 812 125,187
------------------------------------------------- ----------- --------- ---------
Ordinary shares in
issue at 31 May 2017 357,919 3,579 125,187
------------------------------------------------- ----------- --------- ---------
13. Earnings per share
Basic earnings per share is calculated by dividing the net
profit for the period attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the
period.
6 months 6 months
ending 31 ending 31
May 2017 May 2016 2016
(Unaudited) (Unaudited) (Audited)
After After After
exceptional Underlying exceptional Underlying exceptional Underlying
Total operations items Trading* items Trading* items Trading*
---------------------------- ------------ ---------- ------------ ---------- ------------ ----------
Profit / (loss) attributed
to equity shareholders
(GBP'000) (7,135) 11,630 1,353 10,861 9,029 30,081
Basic and diluted weighted
average number of shares
(000) 290,210 290,210 276,668 276,668 276,668 276,668
Basic earnings per share
for total operations (2.5p) 4.0p 0.5p 3.9p 3.3p 10.9p
---------------------------- ------------ ---------- ------------ ---------- ------------ ----------
Diluted earnings per
share for total operations (2.5p) 4.0p 0.5p 3.9p 3.3p 10.9p
---------------------------- ------------ ---------- ------------ ---------- ------------ ----------
* Underlying Trading refers to Profit from operating activities
before exceptional items. Management believe that Underlying
Trading is a more relevant representation of the financial results
for the period given the significant exceptional IPO and
refinancing related costs incurred during the period. An
alternative measure of earnings per share has been presented on
this basis.
14. Events after the Balance Sheet
Speedy Freight
Post balance sheet date the Group entered into an agreement to
purchase 50% of the shares in Puro Ventures Limited, which trades
as Speedy Freight. In the view of management the acquisition of the
remaining 50% is probable through the existence of a call option
and a put option, exercisable in future periods. The ability of the
Group to direct the relevant activities of the business means that
the Group is expected to meet the criteria for assessing control as
set out in IFRS 10. As such Speedy Freight will be consolidated
into future trading performance.
The total consideration of GBP16,644,000 acquired net assets
with a book value of GBP1,093,000, primarily relating to property
plant and equipment of GBP61,000 and working capital balances of
GBP1,030,000. A detailed fair value exercise to determine the
expected level of total consideration and the value of intangible
assets and goodwill will be undertaken in the second half of the
year.
Speedy Freight has a rapidly growing franchise model and this
goodwill represents anticipated future growth by increasing the
number of branches around the UK.
TLP Holdings
Post balance sheet date, AHL Anglia Limited, a subsidiary of the
Group, entered into an agreement with Carl Stairs to acquire the
remaining 50% shares in TLP Holdings Limited ("TLP"), having
acquired the initial 50% of TLP's shares in January 2016. TLP
provides driver related services and is expected to support the
Group with its anticipated growth plans, primarily through the
recruitment of drivers for the Group's fleet.
The total consideration comprises an initial payment of cash of
GBP5,050,000 and deferred consideration of up to GBP2,000,000,
based on EBT targets for the years ended 30 November 2017, 30
November 2018 and 30 November 2019 which management currently
expect to be met. TLP contributed GBP3,718,000 of external revenue
to the Group for the 6 months ended 31 May 2017 (2016: GBP818,000),
earning profit before tax of GBP640,000 (2016: GBP90,000). A
detailed fair value exercise, as for Speedy Freight, will take
place in the second half of the year.
As at 31 May 2017, TLP had net assets of GBP2,210,821, primarily
relating to cash of GBP1,944,623, property plant and equipment of
GBP219,248 and working capital balances of GBP83,866.
For both the Speedy Freight and TLP acquisitions, given the
proximity of these acquisitions compared to the date of the interim
financial statements a full analysis of acquisition fair values,
and the valuation of intangible assets, is not yet available. This
information will be provided at the year-end.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EASPEDSNXEFF
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