28 Oct 2008 07:00
BRAEMAR SHIPPING SERVICES PLC
("Braemar" or "the Group")
Interim results for the six months ended 31 August, 2008
28 October, 2008
Braemar Shipping Services plc (the "Group"), an international provider of shippingĀ and marineĀ services, today announces unaudited half-year results for the six months ended 31 August, 2008.Ā
FINANCIALĀ HIGHLIGHTS
Revenue from continuing operations £69.1m (2007: £46.7m), a rise of 48% (23% excluding acquisitions)
Pre-tax profit from continuing operations £9.8m (2007: £7.1m), up 38% (18% excluding acquisitions)
Basic EPSĀ from total operationsĀ 33.51p (2007: 23.66p), up 42%
Increased interim dividend ofĀ 8.5pĀ per share (2007: 8.00p)
Strong balance sheet with cash of £11.1m and no debt
OPERATIONAL HIGHLIGHTSĀ
Wide mix of shipping operations offsets downturnsĀ in particular markets
Non-broking activities now make up 20% of operating profitsĀ before centralĀ costs
Strong performance driven by development in technical services (marine services, marine engineering services, loss adjusting), and energy-based activities
Braemar Steege (specialist loss adjuster) acquired in March, 2008 and performing well
MARKET OVERVIEW
Recent turmoil presents opportunities to build business furtherĀ
Probable slowdown in orderingĀ ofĀ new ships and possibility of some cancelled orders
Demand forĀ iron oreĀ in Far East likely to see some recovery after the recent slow down
Energy related activityĀ businesses seeing continued market strength
Commenting on the results and outlook, Sir Graham Hearne, Chairman, said: "Our strategy remains toĀ position the GroupĀ asĀ aĀ leadingĀ player inĀ aĀ selectiveĀ range of marine andĀ shippingĀ services. WeĀ believeĀ thisĀ willĀ provideĀ the Group with a resilience to weather adverse conditions and a platform from which we can take advantage of suitable opportunities.Ā Unprecedented economic events have introduced uncertainty but we remain cautiously optimistic about the future."
Alan Marsh, Chief Executive, said "Despite the market this is a set of record results for BraemarĀ which gives us confidenceĀ that our expectations forĀ the full year out-turnĀ will be met. CarefulĀ operational andĀ financial management has resulted inĀ aĀ strong cashĀ position withĀ no debtĀ and an increased dividend payment to shareholders."
ENDS
For further information, contact:
|
Braemar Shipping Services plc |
|
|
Alan Marsh |
Tel +44 (0) 20 7535 2650 |
|
James Kidwell |
Tel +44 (0) 20 7535 2881 |
|
Pelham Public Relations |
|
|
Zoƫ Pocock |
TelĀ +44 (0) 20Ā 3178 8023 |
|
Damian Beeley |
Tel +44 (0) 20Ā 3178Ā 2253 |
|
Elaborate Communications |
|
|
Sean Moloney |
Tel +44 (0) 1296 682356Ā |
|
Charles Stanley Securities |
|
|
Philip Davies/Ben Johnston |
Tel +44 (0) 20 7149 6457 |
Ā Ā Notes to EditorsĀ
Braemar Shipping Services plc is a leading international provider of broking, consultancy, technical and other services to the shipping, marineĀ and energy industries.Ā
The business is divided intoĀ the followingĀ business segments:Ā Shipbroking,Ā Logistics,Ā Technical services andĀ Environmental services. This growth has been through a mixture of organic and acquisition-led growth.Ā
Shipbroking services include: chartering tankersĀ (including gas, chemicals and LNG), dry cargo, containers,Ā offshore vessels, second handĀ sale and purchase,Ā newbuilding, demolition,Ā and sector research.
It is listed on the Official List of the London Stock Exchange in the transport sector.Ā
Recent Acquisitions
2006 - Braemar Howells, a pollution response service primarily in the UK for marine and rail operations.
2007 - Braemar Falconer,Ā providesĀ specialisedĀ marine and offshore services.
2008 - Braemar Steege, aĀ specialist loss adjuster to the oil and gas industry.Ā
Principal businesses:
Shipbroking
Braemar SeascopeĀ providesĀ specialisedĀ shipbroking and consultancy services to international ship owners and charterers in the sale & purchase, tanker, gas, chemicals, offshore, container and dry bulk markets.
www.braemarseascope.com
Logistics
Cory Brothers Shipping AgencyĀ provides port agency, freight forwarding and logistics services within the UKĀ and Singapore.
www.cory.co.uk
TechnicalĀ
Braemar Steege provides specialist loss adjusting and other expert services to the energy (oil and gas), marine, power and other related industrial sectors. It has offices in London, Houston, Singapore, Calgary and Mexico City.
www.steegekingston.com
Braemar FalconerĀ providesĀ specialisedĀ marine and offshore services. It has offices at the following locations: Australia, China, India, Indonesia, Malaysia, Singapore, Vietnam,Ā andĀ theĀ UK.
www.falconer-bryan.comĀ
WavespecĀ provides consultant marine engineeringĀ and naval architecture servicesĀ to the shipping and offshore markets.
www.wavespec.com
EnvironmentalĀ
Braemar HowellsĀ provides pollution responseĀ and advisoryĀ servicesĀ primarily in the UK for marine and rail operations, and is now developing an international presence.
www.dvhowells.co.uk
INTERIM ANNOUNCEMENT - SIX MONTHS ENDED 31 AUGUST 2008
CHAIRMAN'S STATEMENT
The trading performance of the Group during the first half of the year was strong with organic growth in shipbroking coupled with expansion in our technical services division being the principal drivers. Group revenues grew by 48% from £46.7m to £69.1m, pre-tax profits increased by 38% from £7.1m to £9.8m and basic earnings per share were up 42% to 33.51p from 23.66p. The underlying growth in revenue and pre-tax profits excluding the contributions from acquired businesses is 23% and 18% respectively.
The unprecedented events occurring in the international financial and commodity markets over the last month have introduced a much greaterĀ degreeĀ of uncertainty in shipping.Ā Freight rates for theĀ dry bulk and container markets have experienced significant fallsĀ though tanker rates remain firm.Ā Vessel values haveĀ come under pressureĀ because of theĀ contraction of availableĀ finance and perceivedĀ fallsĀ in the demand forĀ bulkĀ commodities.Ā This has resulted in reducedĀ sale and purchase activityĀ whichĀ is likelyĀ to remain low until confidence returns.Ā
There is a strong likelihood that some of the newbuilding ordersĀ reported in the market will be cancelled. However,Ā we believe that the majority of our forward order book is secure because the prices at which most orders were placed are below the historic peaks and because of theĀ relativeĀ strength ofĀ theĀ yards,Ā theĀ ownersĀ of the vesselsĀ and the charterers.Ā Some reduction of newbuilding deliveriesĀ is likely andĀ will be welcomeĀ by serving to reduce the potential for excess shipping capacity.Ā Similarly, an acceleration in the scrapping of old ships isĀ beginningĀ to occur which will also moderate the supply of tonnageĀ -Ā demolition shipbrokingĀ being anĀ areaĀ where we have great expertise.
Our strategy over the past few yearsĀ has been to invest in related marine services businesses. This has expanded our geographical presence, activity skill-sets and customer base giving the Group greater resilience in changing markets. We have invested in building the non-broking aspect of our businessĀ and on 3 March 2008 the Company purchased Steege Kingston for a consideration which is expected toĀ totalĀ approximately £8.1m. The business is an international loss-adjusterĀ specialisingĀ in the energy market and has now been renamed Braemar Steege. TogetherĀ the non-broking businessesĀ contributed Ā£2.7mĀ (representing approximately 20%)Ā of the Group's operating profit beforeĀ amortisationĀ in the first half,Ā including Ā£0.8m from Braemar Steege.Ā Activity levels were high during the periodĀ and have remained so since, particularly at Braemar FalconerĀ whoseĀ marineĀ engineering and surveying business in the Far East has benefited greatly from the increase in oil and gas exploration.Ā
The Group is financially strong with net tangible assets of £15.2m including cash of £11.1m and no debt. In the current financial turmoil, with global recession imminent, it is difficult to predict what impact it will have on our businesses. However, there is a broad base to our operations and this, coupled with the strength of our forward order book and of the US$ relative to Sterling gives us confidence that our expectations for the full year out-turn will be met.
The Board has declared an interim dividend ofĀ 8.5Ā pence, an increase ofĀ 6%Ā over 2007/8. The interim dividend will be paid onĀ 11Ā December 2008Ā to shareholders on the register at the close of business onĀ 14Ā November 2008, with an ex-dividend date ofĀ 12Ā November 2008.
Sir Graham Hearne
Chairman
27Ā October 2008
CHIEF EXECUTIVE'S REVIEW OF ACTIVITIES
Our Group has delivered a strong performance in nearly all sectors of activity. We have enjoyed a strong shipping market for much of the last six months but more importantly we have increasedĀ ourĀ market share across mostĀ shipbroking disciplinesĀ which will serve us well in weaker markets.
I would like to record the Board's thanks to all staff across our divisions for the energy, enthusiasm and commitment they have given to ensure that more and more companies within the maritimeĀ and shipping industries are developing a business relationship with Braemar.
Shipbroking
The average Baltic Dry Index for the six months ended 31 August 2008 wasĀ 8,968Ā (H1Ā 2007: 6,146). The BDI currently stands atĀ 1,102Ā having fallen sharply during the recent financial crisis.Ā From the start of our financial yearĀ the dry cargo market gradually improvedĀ until it peaked in the last half ofĀ May and remained high for aboutĀ oneĀ month before gradually sliding back down towards the end ofĀ August,Ā aĀ patternĀ thatĀ was generallyĀ followedĀ byĀ all sectors of theĀ dry cargo market. TheĀ volume ofĀ transactionsĀ concluded was higher this half than last,Ā with aĀ considerableĀ improvementĀ in the value ofĀ freightsĀ andĀ henceĀ commissionĀ earned. China has dominated our activities and we have increased our presence in BeijingĀ as well asĀ takingĀ on several junior brokers in London, AustraliaĀ and Singapore.Ā The dry bulk freight market in the Far East has dropped considerably over the last monthĀ withĀ the demand for bulk commodities from China slowingĀ since the Olympic Games.Ā While we see some potential for an increase in volumes in the near future, thisĀ recoveryĀ isĀ notĀ expected toĀ reach previous levels.Ā In addition to market turmoil aĀ more directĀ effectĀ has been anĀ impasse between Vale of Brazil, the world's largest iron ore supplier,Ā and the Chinese steel mills,Ā overĀ Vale's attempt to increase the price of iron ore.Ā The Chinese steel mills, who have been suffering from a downturn in the price of steel, have vigorously opposed this increaseĀ and,Ā withĀ a large stockpile of ore in Chinese ports, doĀ not need toĀ importĀ much in theĀ short term.
The deepĀ sea tanker chartering rates haveĀ remained relatively firm throughout the first half andĀ ourĀ volumes transacted haveĀ increased.Ā The Baltic Dirty Tanker Index averaged 1,731 during the first half (H1Ā 2007: 1,331) and now stands atĀ 1,390.Ā Crude oil prices have dropped significantly since the highs of the summer,Ā but both China and India areĀ continuingĀ to import crude oil inĀ lineĀ with their predictions,Ā andĀ we expect toĀ benefitĀ fromĀ this continuous anticipated requirement. The newbuilding crude tonnage deliveries during the period have so far been absorbed by market demand but as we move into next year there is a general expectation that the deliveries will exceed market requirement and rates may start to recede.Ā The wider distribution of products from refineries continues to be the major contribution to theĀ tonneĀ mile requirement and in the near term we expect the volume of trade in all refined products, simple and sophisticated, to grow in line with the delivery of new product tonnage.Ā
In August 2008 we entered the FFA (Forward Freight Agreement) broking market through a joint arrangement with Tullett Prebon. This new desk, which is based in our London office, currently transacts over the counter wet freight trades with a view to expanding into the dry FFA market in due course.
The LNG sector is now becoming a crucial element to the global power requirement and the projects that have been previously delayed to date are now nearing completion. The transportation of this clean and available energy will grow over the ensuing year and weĀ are well placedĀ to service theĀ newĀ demand.
Sale and purchase activity in the first half remained strong withĀ a goodĀ level of highly priced transactionsĀ inĀ both second hand andĀ newbuilding. ThisĀ wasĀ maintainedĀ intoĀ July but hasĀ since steadilyĀ dried up with the unfolding of the financial market crisis.Ā The present stagnation in theĀ sale and purchase andĀ newbuilding marketsĀ is a combinationĀ ofĀ lack of liquidity in the financing market and a wholesale drop in dry freight rates.Ā Despite this current climate we have been able to concludeĀ significantĀ newbuildingĀ business.Ā Demolition volumes have picked up and we expect this activityĀ to increaseĀ in the lastĀ quarter ofĀ 2008 and early 2009.
Our container desk performed well in the first half against the backdrop of a market which has deteriorated in recent monthsĀ on the back ofĀ decliningĀ consumer confidence.Ā Sale and purchase activity is low at present asĀ potential sellers are holding on to their tonnageĀ rather than selling. There is however a significant probability thatĀ some ownersĀ will be forced into selling and we remainĀ well placed for this businessĀ as we do on chartering when vessels seek new employment.Ā Ā
The offshore deskĀ has had a very strong first six monthsĀ withĀ highĀ charter rates in the North Sea driven by high exploration activity.Ā Rates have remained at these levels althoughĀ it would be surprising if they were unaffected by the fall in the oil price in the future.
Technical services -Ā Braemar Falconer, Wavespec and Braemar Steege
Braemar Falconer's revenue and profits for the first half year grew substantially. A significant portion of the growth was attributable to increased involvement with rig moves, either as a warranty surveyor or as advisorĀ toĀ oil companies. A substantial increase was also recorded for engineering consultancy work,Ā whereĀ weĀ earn higher rates.Ā We opened aĀ third branch office in China,Ā whichĀ hasĀ securedĀ threeĀ contracts in quick succession.Ā All of the offices in the Far East areĀ busy with day-to-day survey work andĀ the marine engineeringĀ departmentĀ in SingaporeĀ isĀ carrying outĀ significant engineeringĀ warranty work.Ā
WavespecĀ continued to perform steadily with the majority of its business represented by LNG construction supervisory work underĀ the Qatargas contractĀ which has at least another two years to run. The company isĀ continuingĀ toĀ broadenĀ its workĀ to includeĀ offshore,Ā dynamic positioningĀ andĀ failure mode and effect analysis.Ā
Braemar SteegeĀ has performedĀ in line withĀ ourĀ expectationsĀ andĀ since acquisition in March 2008Ā it hasĀ establishedĀ a new officeĀ in Venezuela and a regional office in Miami. All offices have received a steady flow of new instructions through the first half of the yearĀ and more recently the Houston and London officesĀ have benefited from over 30 instructions arising from Hurricanes Gustav and Ike, including two of the four largest energy claims known to have hit the energy insurance market as a result of Hurricane Ike.
Logistics - Cory BrothersĀ
The growth inĀ Cory'sĀ revenueĀ wasĀ derived fromĀ moreĀ projectĀ forwardingĀ workĀ and the additionĀ of 80% of Fred. Olsen FreightĀ which was purchasedĀ on 24 December 2007.Ā The integration of Fred. Olsen FreightĀ is proceedingĀ wellĀ and willĀ culminateĀ in theĀ bringingĀ togetherĀ of 90 Cory and Fred Olsen staff in newĀ leasehold premisesĀ in FelixstoweĀ inĀ early 2009. Ship agency continued to perform steadily with an increase in volumes following key contract additions. We alsoĀ established our first overseas ship agency officeĀ in SingaporeĀ in July 2008. ThisĀ officeĀ hasĀ eightĀ employees providingĀ a full range of port, liner agency and logisticsĀ services.Ā TheĀ cruiseĀ businessĀ also saw a promising increase in port calls and passenger take-up during this summer season.Ā
Environmental services -Ā BraemarĀ Howells
As expected, following the completion of the clean-up activity on the "MSC Napoli", the firstĀ halfĀ revenues and profitsĀ are lower thanĀ last year.Ā However, theĀ effect has been to some extent ameliorated by anĀ increase in retainer contracts with significantĀ new clientsĀ andĀ internationalĀ business, particularlyĀ in WestĀ and Central Africa.Ā
Ā Ā Acquisitions
The contributions of acquired businesses to the half year results are as follows:
|
First half 2008/9 |
First half 2007/8 |
||||
|
Revenue |
Ā£000 |
Ā |
Ā£000 |
||
|
Braemar Falconer |
4,143 |
647 |
|||
|
Braemar Steege |
3,298 |
- |
|||
|
Fred Olsen Freight Limited |
4,873 |
- |
|||
|
12,314 |
647 |
||||
|
Ā |
Ā |
Ā |
Ā |
||
|
Operating profit |
Ā£000 |
Ā |
Ā£000 |
||
|
Braemar Falconer |
1,133 |
65 |
|||
|
Braemar Steege |
777 |
- |
|||
|
Fred Olsen Freight Limited |
86 |
- |
|||
|
Operating profit beforeĀ amortisation |
1,996 |
65 |
|||
|
Amortisation |
(366) |
(29) |
|||
|
Impact on Group operating profit |
1,630 |
36 |
The consideration paid for Braemar Steege was £5.8m satisfied by the issue of shares (£1.3m) and cash of £4.5m. Further cash consideration of £2.3m is expected to be paid based on performance. Net tangible assets acquired were £4.6m, including debtors of £2.5m and cash of £1.2m resulting in the recognition of goodwill and intangible assets (net of applicable deferred tax) of £3.5m.
During the half the Group also expended cash of £0.9m on the purchase of 59% of Gorman Cory and £0.7m on the final settlement of the consideration for 80% of Fred Olsen Freight.
Treasury
The majority of the Group's income is US$ denominated and the average rate of exchange for conversion of US$ income in the six months toĀ 31Ā August 2008 was $1.90/Ā£ (Interim 2007/8: $2.02/Ā£, Full Year 2007/8: $1.99/Ā£).Ā In broad terms a 10 cent swing in the US$/Ā£ rate approximates to a Ā£3m change in shipbroking revenues over a full year.Ā The rate of translationĀ asĀ at 31 August 2008Ā was $1.82/Ā£.Ā
Cash
CashĀ balancesĀ were £11.1m at 31 August 2008Ā compared with cash of Ā£21.6m as at 29Ā February 2008.Ā The Group normally generates most of its annual cash flow in the second half of the year and the reduction in cash principally reflects the payment of the annual broking bonus, acquisitions (see above)Ā andĀ theĀ full year dividend relating to the prior year.Ā
Alan Marsh
Chief Executive
27Ā October 2008
Statement of Directors' responsibilities
The Directors confirm, to the best of their knowledge, that this set of financial statements has been prepared in accordance with IAS34 as adopted by the European Union, and that the interim management report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 of the Disclosure and TransparencyĀ rules of theĀ United Kingdom's Financial Securities Authority.
The Directors of Braemar Shipping Services PLC are listed in the Braemar Shipping Services PLC Annual Report for 29 February 2008.
By order of the Board
|
A R. W. Marsh, Chief Executive |
J. R. V. Kidwell, Finance Director |
Ā Ā Braemar Shipping Services PLCĀ
Consolidated Income Statement
|
Ā |
Ā |
Unaudited |
Ā |
Unaudited |
Ā |
Audited |
|
Six months to |
Six months to |
Year ended |
||||
|
Ā |
Ā |
31 Aug 2008 |
Ā |
31 Aug 2007 |
Ā |
29 Feb 2008 |
|
Continuing operations |
Notes |
Ā£'000 |
Ā |
Ā£'000 |
Ā |
Ā£'000 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Revenue |
4 |
69,106 |
Ā |
46,670 |
Ā |
100,964 |
|
Cost of sales |
Ā |
(19,770) |
(13,793) |
(28,267) |
||
|
Gross profit |
Ā |
49,336 |
32,877 |
72,697 |
||
|
Ā |
Ā |
|||||
|
Operating costs |
Ā |
(39,803) |
(26,110) |
(58,729) |
||
|
Ā |
Ā |
Ā |
Ā |
Ā |
||
|
Operating profit |
4 |
9,533 |
6,767 |
13,968 |
||
|
Ā |
Ā |
|||||
|
Finance income |
Ā |
108 |
234 |
391 |
||
|
Finance costs |
Ā |
- |
(8) |
(11) |
||
|
Share of profit after tax from joint ventures |
Ā |
144 |
100 |
370 |
||
|
Ā |
Ā |
Ā |
Ā |
Ā |
||
|
Profit before taxation - continuing operations |
Ā |
9,785 |
7,093 |
14,718 |
||
|
Taxation |
5 |
(2,959) |
(2,323) |
(4,797) |
||
|
Profit for the period - continuing operations |
Ā |
6,826 |
4,770 |
9,921 |
||
|
Ā |
Ā |
|||||
|
Profit / (loss) for the period from discontinued operations |
- |
23 |
(3) |
|||
|
Ā |
Ā |
|||||
|
Profit for the period |
Ā |
6,826 |
4,793 |
9,918 |
||
|
Ā |
Ā |
|||||
|
Attributable to: |
Ā |
|||||
|
Equity holders of the parent |
Ā |
6,795 |
4,713 |
9,772 |
||
|
Minority interest |
Ā |
31 |
80 |
146 |
||
|
Ā |
Ā |
6,826 |
Ā |
4,793 |
Ā |
9,918 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Earnings per ordinary share |
7 |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Basic - pence |
Ā |
33.51Ā p |
Ā |
23.66 p |
Ā |
48.97 p |
|
Diluted - pence |
Ā |
33.30Ā p |
Ā |
23.48 p |
Ā |
48.68 p |
Ā Ā Braemar Shipping ServicesĀ PLCĀ
Consolidated Balance Sheet
|
Ā |
Ā |
Ā |
Unaudited |
Ā |
Unaudited |
Ā |
Audited |
|
As at |
As at |
As at |
|||||
|
Ā |
Ā |
Ā |
31 Aug 08 |
Ā |
31 Aug 07 |
Ā |
29 Feb 08 |
|
Assets |
Notes |
Ā |
Ā£'000 |
Ā |
Ā£'000 |
Ā |
Ā£'000 |
|
Non-current assets |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Goodwill |
Ā 8 |
Ā |
28,235 |
Ā |
24,218 |
Ā |
25,826 |
|
Other intangible assets |
Ā 8 |
Ā |
4,145 |
Ā |
2,254 |
Ā |
2,315 |
|
Property, plant and equipment |
Ā 8 |
Ā |
6,175 |
Ā |
5,771 |
Ā |
5,820 |
|
Investments |
Ā |
Ā |
2,087 |
Ā |
1,535 |
Ā |
1,890 |
|
Deferred tax assets |
Ā |
Ā |
987 |
Ā |
644 |
Ā |
754 |
|
Other receivables |
Ā |
Ā |
144 |
Ā |
60 |
Ā |
155 |
|
Ā |
Ā |
Ā |
41,773 |
Ā |
34,482 |
Ā |
36,760 |
|
Current assets |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
Inventories |
Ā |
Ā |
92 |
Ā |
70 |
Ā |
91 |
|
Trade and other receivables |
Ā |
Ā |
42,721 |
Ā |
28,394 |
Ā |
26,784 |
|
Derivative financial instruments |
Ā |
Ā |
- |
Ā |
77 |
Ā |
107 |
|
Restricted cash |
Ā |
Ā |
- |
Ā |
- |
Ā |
3,952 |
|
Cash and cash equivalents |
Ā |
Ā |
11,052 |
Ā |
11,122 |
Ā |
21,635 |
|
Ā |
Ā |
Ā |
53,865 |
Ā |
39,663 |
Ā |
52,569 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
Total assets |
Ā |
Ā |
95,638 |
Ā |
74,145 |
Ā |
89,329 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
Liabilities |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
Current liabilities |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
Derivative financial instruments |
Ā |
Ā |
1,168 |
Ā |
- |
Ā |
49 |
|
Trade and other payables |
Ā |
Ā |
41,016 |
Ā |
32,264 |
Ā |
39,540 |
|
Current tax payable |
Ā |
Ā |
3,438 |
Ā |
3,099 |
Ā |
3,017 |
|
Provisions |
Ā |
Ā |
57 |
Ā |
277 |
Ā |
48 |
|
Client monies held as escrow agent |
Ā |
Ā |
- |
Ā |
- |
Ā |
3,952 |
|
Ā |
Ā |
Ā |
45,679 |
Ā |
35,640 |
Ā |
46,606 |
|
Non-current liabilities |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
Deferred tax liabilities |
Ā |
Ā |
2,301 |
Ā |
287 |
Ā |
681 |
|
Trade and other payables |
Ā |
Ā |
- |
Ā |
- |
Ā |
434 |
|
Provisions |
Ā |
Ā |
107 |
Ā |
40 |
Ā |
81 |
|
Ā |
Ā |
Ā |
2,408 |
Ā |
327 |
Ā |
1,196 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Total liabilities |
Ā |
Ā |
48,087 |
Ā |
35,967 |
Ā |
47,802 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Net assets |
Ā |
Ā |
47,551 |
Ā |
38,178 |
Ā |
41,527 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Equity |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Share capital |
9 |
Ā |
2,102 |
Ā |
2,049 |
Ā |
2,061 |
|
Share premium |
9 |
Ā |
10,876 |
Ā |
9,001 |
Ā |
9,261 |
|
Shares to be issued |
Ā |
Ā |
(2,798) |
Ā |
(1,844) |
Ā |
(2,527) |
|
Other reserves |
10 |
Ā |
21,770 |
Ā |
20,806 |
Ā |
20,687 |
|
Retained earnings |
Ā |
Ā |
15,434 |
Ā |
7,842 |
Ā |
11,717 |
|
Total shareholders' equity |
Ā |
Ā |
47,384 |
Ā |
37,854 |
Ā |
41,199 |
|
Minority interest |
Ā |
Ā |
167 |
Ā |
324 |
Ā |
328 |
|
Total equity |
Ā |
Ā |
47,551 |
Ā |
38,178 |
Ā |
41,527 |
Ā Ā Braemar Shipping Services PLCĀ
Consolidated Cash Flow Statement
|
Ā |
Ā |
Ā |
Unaudited |
Ā |
Unaudited |
Ā |
Audited |
|
Ā |
Ā |
Ā |
Six months |
Ā |
Six months |
Ā |
Year ended |
|
Ā |
Ā |
Ā |
31 Aug 08 |
Ā |
31 Aug 07 |
Ā |
29 Feb 08 |
|
Ā |
Notes |
Ā |
Ā£'000 |
Ā |
Ā£'000 |
Ā |
Ā£'000 |
|
Profit before tax for the period from continuing operations |
Ā |
Ā |
9,785 |
Ā |
7,093 |
Ā |
14,718 |
|
Profit before tax for the period from discontinued operations |
Ā |
Ā |
- |
Ā |
23 |
Ā |
(3) |
|
Adjustments for: |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
-Depreciation |
Ā |
Ā |
423 |
Ā |
312 |
687 |
|
|
-Amortisation |
Ā |
Ā |
528 |
Ā |
189 |
452 |
|
|
-Goodwill impairment charge |
Ā |
Ā |
- |
Ā |
- |
114 |
|
|
-Profit on sale of investments |
Ā |
Ā |
- |
Ā |
(93) |
(89) |
|
|
-Profit / (loss) on sale of property, plant and equipment |
Ā |
Ā |
- |
Ā |
- |
57 |
|
|
-Finance income |
Ā |
Ā |
(108) |
Ā |
(234) |
(391) |
|
|
-Finance expense |
Ā |
Ā |
- |
Ā |
8 |
11 |
|
|
-Share of pre-tax profit of joint ventures |
Ā |
Ā |
(144) |
Ā |
(100) |
(370) |
|
|
-Share based payments |
Ā |
Ā |
234 |
Ā |
190 |
554 |
|
|
Changes in working capital |
Ā |
Ā |
Ā |
Ā |
|||
|
-Inventory |
Ā |
Ā |
(1) |
Ā |
- |
(21) |
|
|
-Trade and other receivables |
Ā |
Ā |
(8,527) |
Ā |
(4,166) |
143 |
|
|
-Trade and other payables |
Ā |
Ā |
(1,470) |
Ā |
(747) |
5,630 |
|
|
-Provisions |
Ā |
Ā |
(116) |
Ā |
(145) |
(334) |
|
|
Cash generated from operations |
Ā |
Ā |
604 |
Ā |
2,330 |
21,158 |
|
|
Interest received |
Ā |
Ā |
108 |
Ā |
234 |
391 |
|
|
Interest paid |
Ā |
Ā |
- |
Ā |
(8) |
(11) |
|
|
Tax paid |
Ā |
Ā |
(3,230) |
Ā |
(1,904) |
(4,587) |
|
|
Net cash generated from / (used in) operating activities |
Ā |
Ā |
(2,518) |
Ā |
652 |
16,951 |
|
|
Ā |
Ā |
Ā |
Ā |
Ā |
|||
|
Cash flows from investing activities |
Ā |
Ā |
Ā |
Ā |
|||
|
Acquisition of subsidiaries, net of cash acquired |
11 |
Ā |
(4,887) |
Ā |
(931) |
(4,270) |
|
|
Purchase of property, plant and equipment |
8 |
Ā |
(654) |
Ā |
(561) |
(1,032) |
|
|
Proceeds from sale of property, plant and equipment |
Ā |
Ā |
- |
Ā |
7 |
57 |
|
|
Purchase of investments |
Ā |
Ā |
(8) |
Ā |
- |
(38) |
|
|
Proceeds from sale of investments |
Ā |
Ā |
- |
Ā |
191 |
200 |
|
|
Other long-term receivables |
Ā |
Ā |
11 |
Ā |
21 |
(74) |
|
|
Net cash used in investing activities |
Ā |
Ā |
(5,538) |
Ā |
(1,273) |
(5,157) |
|
|
Ā |
Ā |
Ā |
Ā |
Ā |
|||
|
Cash flows from financing activities |
Ā |
Ā |
Ā |
Ā |
|||
|
Proceeds from issue of ordinary shares |
Ā |
Ā |
133 |
Ā |
473 |
745 |
|
|
Dividends paid |
6 |
Ā |
(3,147) |
Ā |
(2,451) |
(4,053) |
|
|
Dividends paid to minority |
Ā |
Ā |
- |
Ā |
(65) |
(143) |
|
|
Purchase of own shares |
Ā |
Ā |
(406) |
Ā |
(797) |
(1,480) |
|
|
Net cash used in financing activities |
Ā |
Ā |
(3,420) |
Ā |
(2,840) |
(4,931) |
|
|
Ā |
Ā |
Ā |
Ā |
Ā |
|||
|
(Decrease)/increase in cash and cash equivalents |
Ā |
Ā |
(11,476) |
Ā |
(3,461) |
6,863 |
|
|
Ā |
Ā |
Ā |
Ā |
Ā |
|||
|
Cash and cash equivalents at beginning of the period |
Ā |
Ā |
21,635 |
Ā |
14,634 |
14,634 |
|
|
Foreign exchange differences |
Ā |
Ā |
893 |
Ā |
(51) |
138 |
|
|
Cash and cash equivalents at end of the period |
Ā |
Ā |
11,052 |
Ā |
11,122 |
21,635 |
Ā Ā Braemar Shipping Services PLCĀ
Condensed consolidated half-yearly statement of changes in equityĀ (unaudited)
|
Ā |
Ā |
Ā |
Share capital |
Share premium |
Shares to be issued |
Other reserves |
Retained earnings |
TotalĀ |
Minority interest |
Total equity |
|
Ā |
Notes |
Ā |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
|
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
At 28 February 2007 |
Ā |
Ā |
2,023 |
8,554 |
(1,047) |
21,020 |
5,390 |
35,940 |
309 |
36,249 |
|
Cash flow hedges |
Ā |
Ā |
- |
- |
- |
43 |
- |
43 |
- |
43 |
|
Exchange differences |
Ā |
Ā |
- |
- |
- |
(36) |
- |
(36) |
- |
(36) |
|
Net incomeĀ recognised |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
|
directly in equity |
Ā |
Ā |
- |
- |
- |
7 |
- |
7 |
- |
7 |
|
Profit for the period |
Ā |
Ā |
- |
- |
- |
- |
4,713 |
4,713 |
80 |
4,793 |
|
TotalĀ recognisedĀ income |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
Ā |
|
for the half year |
Ā |
Ā |
- |
- |
- |
7 |
4,713 |
4,720 |
80 |
4,800 |
|
Dividends paid |
6 |
Ā |
- |
- |
- |
- |
(2,451) |
(2,451) |
(65) |
(2,516) |
|
Issue of sharesĀ |
Ā |
Ā |
26 |
447 |
- |
- |
- |
473 |
- |
473 |
|
Purchase of shares |
Ā |
Ā |
- |
- |
(797) |
- |
- |
(797) |
- |
(797) |
|
Consideration to be paid |
Ā |
Ā |
- |
- |
- |
(221) |
- |
(221) |
- |
(221) |
|
Credit in respect of |
Ā |
Ā |
||||||||
|
Ā share option schemes |
Ā |
Ā |
- |
- |
- |
- |
190 |
190 |
- |
190 |
|
Balance at 31 August 2007 |
Ā |
2,049 |
9,001 |
(1,844) |
20,806 |
7,842 |
37,854 |
324 |
38,178 |
|
|
Ā |
Ā |
Ā |
||||||||
|
Ā |
Ā |
Ā |
||||||||
|
At 29 February 2008 |
Ā |
Ā |
2,061 |
9,261 |
(2,527) |
20,687 |
11,717 |
41,199 |
328 |
41,527 |
|
Cash flow hedges |
Ā |
Ā |
- |
- |
- |
(730) |
- |
(730) |
- |
(730) |
|
Exchange differences |
Ā |
Ā |
- |
- |
- |
913 |
- |
913 |
6 |
919 |
|
Net incomeĀ recognised |
Ā |
Ā |
||||||||
|
directly in equity |
Ā |
Ā |
- |
- |
- |
183 |
- |
183 |
6 |
189 |
|
Profit for the period |
Ā |
Ā |
- |
- |
- |
- |
6,795 |
6,795 |
31 |
6,826 |
|
TotalĀ recognisedĀ income |
Ā |
Ā |
||||||||
|
for the half year |
Ā |
Ā |
- |
- |
- |
183 |
6,795 |
6,978 |
37 |
7,015 |
|
Acquisition |
11 |
Ā |
31 |
1,317 |
- |
- |
- |
1,348 |
18 |
1,366 |
|
Dividends paid |
6 |
Ā |
- |
- |
- |
- |
(3,147) |
(3,147) |
- |
(3,147) |
|
Issue of sharesĀ |
9 |
Ā |
10 |
298 |
- |
- |
- |
308 |
- |
308 |
|
Purchase of shares |
9 |
Ā |
- |
- |
(406) |
- |
- |
(406) |
- |
(406) |
|
Consideration paid |
11 |
Ā |
- |
- |
- |
900 |
- |
900 |
(216) |
684 |
|
ESOP shares allocated |
9 |
Ā |
- |
- |
135 |
- |
(165) |
(30) |
- |
(30) |
|
Credit in respect of |
Ā |
Ā |
||||||||
|
Ā share option schemes |
Ā |
Ā |
- |
- |
- |
- |
234 |
234 |
- |
234 |
|
At 31 August 2008 |
Ā |
Ā |
2,102 |
10,876 |
(2,798) |
21,770 |
15,434 |
47,384 |
167 |
47,551 |
Ā Ā BRAEMAR SHIPPING SERVICES PLC
UNAUDITED NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTHS ENDED 31 AUGUST 2008
1. General Information
TheĀ interim consolidated financial statements of the Group for the period ended 31 August 2008 wereĀ authorisedĀ for issue in accordance with a resolution of the directors on 28 October 2008. Braemar Shipping Services plc is a Public Limited Company incorporated and domiciled in England and Wales.
The term 'Company' refers to Braemar Shipping Services plc and 'Group'Ā refers to the Company and all its subsidiary undertakings and the employee share ownership trust.Ā The address of its registered office is 35 Cosway Street, London NW1 5BT.
These interimĀ consolidatedĀ financialĀ statementsĀ do not compromise statutory accounts within the meaning of Section 240(5)Ā of the Companies Act 1985. The audited statutory accounts for the year ended 29Ā February 2008Ā have been delivered to theĀ Registrar of CompaniesĀ in England and Wales. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 237 of the Companies Act 1985.
2.Ā Accounting policies
Basis of preparation
This condensed consolidated half-yearly financial information for the half-year ended 31 August 2008Ā has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS34, 'Interim financial reporting'Ā as adopted by the European Union. The half-yearly condensed consolidated financial report should be read in conjunction with the annual financial statements for the year ended 29Ā February 2008, which have been prepared in accordance with IFRSs as adopted by the European Union.
Forward-looking statements
Certain statements in this half-yearly report are forward-looking. Although the GroupĀ believes that the expectations reflected in these forward-looking statements are reasonable,Ā we can give no assurance that these expectations will prove to have been correct. BecauseĀ these statements involve risks and uncertainties, actual results may differ materially fromĀ those expressed or implied by these forward-looking statements.Ā We undertake no obligation to update any forward-looking statements whether as a result ofĀ new information, future events or otherwise.
3. Accounting Policies
The accounting policiesĀ adopted in the preparation of these interim consolidated financial statementsĀ are consistent with those of the annual financial statements for the year ended 29Ā February 2008, as described in those annual financial statements.
Ā Ā 4. Segmental information
|
Revenue |
Six months to |
Six months to |
Year ended |
||
|
31 Aug 2008 |
31 Aug 2007 |
29 Feb 2008 |
|||
|
Ā£'000 |
Ā£'000 |
Ā£'000 |
|||
|
Shipbroking |
34,446 |
23,879 |
52,794 |
||
|
Logistics |
21,583 |
12,013 |
27,874 |
||
|
TechnicalĀ - other |
7,085 |
3,774 |
9,467 |
||
|
Technical - energy loss adjusting |
3,298 |
- |
- |
||
|
Environmental |
2,694 |
7,004 |
10,829 |
||
|
69,106 |
46,670 |
100,964 |
|||
|
ProfitĀ for the period |
|||||
|
Shipbroking |
8,945 |
6,064 |
12,993 |
||
|
Logistics |
213 |
432 |
953 |
||
|
TechnicalĀ - other |
1,349 |
316 |
728 |
||
|
Technical - energy loss adjusting |
542 |
- |
- |
||
|
Environmental |
159 |
1,226 |
1,836 |
||
|
Segment result |
11,208 |
8,038 |
16,510 |
||
|
Unallocated common costs |
(1,675) |
(1,271) |
(2,542) |
||
|
Operating profit |
9,533 |
6,767 |
13,968 |
||
|
Finance income / (cost) - net |
108 |
226 |
380 |
||
|
Share of profit after tax from joint ventures |
144 |
100 |
370 |
||
|
Profit before taxation |
9,785 |
7,093 |
14,718 |
||
|
Taxation |
(2,959) |
(2,323) |
(4,797) |
||
|
Profit for the period from continuing operations |
6,826 |
4,770 |
9,921 |
5. Taxation
The taxation charge for the half-year is calculated using the estimated effective tax rate for the full year applied to the pre-tax profits at the half year.Ā
6. DividendsĀ
The following dividends were paid by the Group:
|
Six months to |
Six months to |
Year ended |
|||
|
31 Aug 2008 |
31 Aug 2007 |
29 Feb 2008 |
|||
|
Ā£'000 |
Ā£'000 |
Ā£'000 |
|||
|
Ordinary shares of 10 pence each |
Ā |
Ā |
Ā |
Ā |
Ā |
|
Interim of 8.00 pence per share paid |
- |
Ā |
- |
Ā |
1,602 |
|
Final of 15.0 pence per share (2007: 12.25 pence per share) |
3,147 |
Ā |
2,451 |
Ā |
2,451 |
|
Ā |
3,147 |
Ā |
2,451 |
Ā |
4,053 |
The Directors have declared an interim dividend ofĀ 8.5Ā pence per ordinary share, payable onĀ 11Ā December 2008Ā to shareholders on the register onĀ 14Ā November 2008.
Ā Ā 7. Earnings per share
|
Six months to |
Six months to |
Year ended |
|||
|
31 Aug 2008 |
31 Aug 2007 |
29 Feb 2008 |
|||
|
Ā£'000 |
Ā£'000 |
Ā£'000 |
|||
|
Profit for the period from continuing operations |
6,795Ā |
4,690Ā |
9,775Ā |
||
|
Profit / (loss) for the period from discontinued operations |
-Ā |
23Ā |
(3) |
||
|
Profit for the period attributable to shareholders |
6,795Ā |
4,713Ā |
9,772Ā |
||
|
Ā SharesĀ |
Ā SharesĀ |
Ā SharesĀ |
|||
|
Weighted average number of ordinary shares |
20,275,565Ā |
19,922,544Ā |
19,953,231Ā |
||
|
Dilutive effect of share options |
131,683Ā |
153,532Ā |
122,061Ā |
||
|
Diluted weighted average number of ordinary shares |
20,407,248Ā |
20,076,076Ā |
20,075,292Ā |
||
|
Continuing operations |
Ā penceĀ |
Ā penceĀ |
Ā penceĀ |
||
|
Basic earnings per shareĀ -Ā pence |
33.51Ā |
23.54Ā |
48.99Ā |
||
|
Effect of dilutive share options -Ā pence |
(0.21)Ā |
(0.18)Ā |
(0.30) |
||
|
Diluted earningsĀ per share -Ā pence |
33.30Ā |
23.36Ā |
48.69Ā |
||
|
TotalĀ operations |
Ā penceĀ |
Ā penceĀ |
Ā penceĀ |
||
|
Basic earnings per shareĀ -Ā pence |
33.51Ā |
23.66Ā |
48.97Ā |
||
|
Effect of dilutive share options -Ā pence |
(0.21)Ā |
(0.18) |
(0.29) |
||
|
Diluted earningsĀ per share -Ā pence |
33.30Ā |
23.48Ā |
48.68Ā |
8. Capital expenditure
|
Goodwill, tangible and intangible assets |
|||||||
|
Six months ended 31 August 2007: |
Ā£000 |
||||||
|
Opening net book amount at 1 March 2007 |
29,666 |
||||||
|
Acquisition of a subsidiary |
2,524 |
||||||
|
Additions |
561 |
||||||
|
Disposals |
(7) |
||||||
|
DepreciationĀ andĀ amortisation |
(501) |
||||||
|
Closing net book amount at 31 August 2007 |
32,243 |
||||||
|
Six months ended 31 August 2008: |
|||||||
|
Opening net book amount at 1 March 2008 |
33,961 |
||||||
|
Acquisition of subsidiaries (see note 11) |
4,877 |
||||||
|
Additions |
654 |
||||||
|
Depreciation andĀ amortisation |
(951) |
||||||
|
Exchange movements |
14 |
||||||
|
Closing net book amount at 31 August 2008 |
38,555 |
||||||
9.Ā Share capital
|
Number of |
Ordinary |
Share |
||||||
|
shares |
Shares |
Premium |
Total |
|||||
|
(thousands) |
Ā£000 |
Ā£000 |
Ā£000 |
|||||
|
At 1 March 2007 |
20,231 |
2,023 |
8,554 |
10,577 |
||||
|
Issues - share option schemes |
263 |
26 |
447 |
473 |
||||
|
At 31 August 2007 |
20,494 |
2,049 |
9,001 |
11,050 |
||||
|
At 1 March 2008 |
20,607 |
2,061 |
9,261 |
11,322 |
||||
|
Acquisitions - see note 11 |
307 |
31 |
1,317 |
1,348 |
||||
|
Shares issued and fully paid |
56 |
5 |
128 |
133 |
||||
|
Shares issued and unpaid |
51 |
5 |
170 |
175 |
||||
|
At 31 August 2008 |
21,021 |
2,102 |
10,876 |
12,978 |
||||
The Group's ESOP trust acquiredĀ 87,600 of the company's shares,Ā including 76,800Ā through purchases on the London Stock Exchange,Ā at dates between 17Ā May 2008Ā and 28 AugustĀ 2008Ā at prices ranging betweenĀ 467Ā andĀ 500Ā pence. The total amount paid to acquire the shares was Ā£406,000 and has been deducted from shareholders' equity.Ā
During the six months ended 31 August 2008,Ā 414,211Ā shares were issued at prices ranging between 137.5 pence andĀ 439.75Ā pence.Ā Of these, 51,471 sharesĀ were paid subsequent to the balance sheet date. In addition, of the 414,211 sharesĀ issued, 306,513 shares were issued as part of the consideration to acquire Steege Kingston Partnership Limited (see note 11).
In addition, 48,000 shares at a value of £135,000 that were awarded to employees in May 2005 as part of the Deferred Bonus Plan (the Plan) were delivered to them in May 2008 following the three year vesting period. Details of the Plan are disclosed in the annual financial statements for the year ended 29 February 2008.
10. Other reserves
|
Group |
Capital redemption reserve |
Merger reserve |
Deferred consideration reserve |
Translation reserve |
Hedging reserve |
Total other reserves |
|
|
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
Ā£'000 |
||
|
Balance at 28 February 2007 |
396 |
21,346 |
(738) |
5 |
11 |
21,020 |
|
|
Cash flow hedges |
|||||||
|
-Transfer to net profitĀ |
- |
- |
- |
- |
(16) |
(16) |
|
|
-Fair value losses in the period |
- |
- |
- |
- |
77 |
77 |
|
|
Foreign exchange differences |
- |
- |
- |
(36) |
- |
(36) |
|
|
Consideration to be paid |
- |
- |
(221) |
- |
- |
(221) |
|
|
Deferred tax on items taken to equity |
- |
- |
- |
- |
(18) |
(18) |
|
|
As at 31 August 2007 |
396 |
21,346 |
(959) |
(31) |
54 |
20,806 |
|
|
Balance at 29 February 2008 |
396 |
21,346 |
(1,520) |
388 |
77 |
20,687 |
|
|
Cash flow hedges |
|||||||
|
-Transfer to net profitĀ |
- |
- |
- |
- |
(107) |
(107) |
|
|
-Fair value losses in the period |
- |
- |
- |
- |
(907) |
(907) |
|
|
Foreign exchange differences |
- |
- |
- |
913 |
- |
913 |
|
|
Consideration paid |
- |
- |
900 |
- |
- |
900 |
|
|
Deferred tax on items taken to equity |
- |
- |
- |
- |
284 |
284 |
|
|
As at 31 August 2008 |
396 |
21,346 |
(620) |
1,301 |
(653) |
21,770 |
11. Acquisitions
On 3 March 2008 the Company acquired 100% of the share capital of Steege Kingston Partnership Limited for an estimated consideration of £8.1m. The deferred consideration is based on a multiple of the earnings before interest and tax in each of the two years post completion and these amounts will be settled wholly in cash.
The acquired business contributed revenues of £3,298k and a net profit before amortisation of £777k to the group for the period from acquisition to 31 August 2008 (see note 4).
Details ofĀ provisionalĀ net assets acquired and goodwill are set out below. The goodwill is attributable toĀ Steege Kingston'sĀ skilledĀ loss adjustingĀ staff. The group has yet toĀ finaliseĀ the amount of the fair value of the identifiable assets acquired.
|
Purchase consideration |
Ā£'000 |
||
|
Ā - cash paid |
4,203 |
||
|
Ā - shares issued |
1,348 |
||
|
Ā - deferred consideration |
2,320 |
||
|
Ā - acquisition expenses |
187 |
||
|
Total purchase consideration |
8,058 |
||
|
Ā - fair value of identifiable assets acquired (see below) |
(6,287) |
||
|
Goodwill |
1,771 |
||
|
Acquiree's |
Provisional |
||
|
carrying |
Fair |
||
|
amount |
value |
||
|
Ā£'000 |
Ā£'000 |
||
|
Cash and cash equivalents |
1,161 |
1,161 |
|
|
Property, plant and equipment |
110 |
110 |
|
|
Intangible assets |
0 |
2,350 |
|
|
Work in progress |
4,280 |
4,280 |
|
|
Receivables |
2,503 |
2,503 |
|
|
Payables |
(1,745) |
(1,745) |
|
|
Current tax liability |
(407) |
(407) |
|
|
Deferred tax liabilities |
(1,149) |
(1,807) |
|
|
Provisions |
(140) |
(140) |
|
|
Net identifiable assets acquired |
4,613 |
6,305 |
|
|
Minority interest |
(18) |
||
|
Net assets acquired by the group |
6,287 |
||
|
Outflow of cash to acquire the business, net of cash acquired: |
|||
|
Ā - cash consideration |
4,203 |
||
|
Ā - cash and cash equivalents in subsidiary acquired |
(1,161) |
||
|
Ā - acquisition expenses |
187 |
||
|
Cash outflow on acquisition |
3,229 |
In addition, on 29 July 2008, the Group paid £28,000 to acquire the assets of Sealion Shipping (S) Pte Limited situated in Singapore generating goodwill of £23,000.
In respect of previous acquisitions, on 5 March 2008, the Group acquired the 59% minority interest in Gorman Cory Limited for a consideration of £900,000 which generated additional goodwill of £686,000 and, on 2 July 2008, paid £730,000 as settlement of the 80% acquisition in Fred. Olsen Freight Limited resulting in a reduction to the provisional goodwill disclosed at 29 February 2008 of £71,000.
Ā Ā Independent review report to Braemar Shipping Services plc
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 August 2008, which comprises the consolidated income statement, consolidated balance sheet, condensed consolidated half-yearly statement of changes in equity, consolidated cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months endedĀ 31 August 2008Ā is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLP Chartered Accountants West London
28 October 2008
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