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Interim Results

25 Oct 2012 07:00

RNS Number : 4820P
Stobart Group Limited
25 October 2012
 



25 October 2012

Stobart Group Limited

 

Interim Results for the six months ended 31 August 2012

 

Solid performance in Transport

Other divisions well positioned to deliver growth

 

Stobart Group (Stobart), a leading provider of multi-modal transport logistics, Estates, Air and Biomass services, and Infrastructure and Civil Engineering, today announces its interim results for the six months ended 31 August 2012.

 

Financial Highlights

 

·; Revenue £278.5m (2011: £281.1m)

·; Underlying operating profit* £19.8m (2011: £19.1m)

·; Underlying profit before tax** £13.2m (2011: £16.4m)

·; Underlying profit before tax in Transport & Distribution division business increased to £14.2m (2011: £13.7m)

·; Maintained interim dividend of 2.0p (2011: 2.0p) per share payable on 7 December 2012

·; Profit before tax of £6.6m (2011: £14.7m) after restructuring costs in chilled distribution business, transaction costs and higher interest charges

·; Earnings per share of 1.7p (2011: 4.1p)

·; Net cash generated from operations £10.9m (2011: £27.8m)

 

* Underlying operating profit is a non GAAP measure shown on the Income Statement.

** Underlying profit before tax is a non GAAP measure and comprises the reported underlying operating profit less share based payments of £1.3m (2011: £0.2m) less finance costs of £6.8m (2011: £3.3m) plus finance income of £1.5m (2011: £0.8m).

 

 

Divisional underlying profit summary

 

H1 2012

H1 2011

£'m

£'m

Transport & Distribution

14.2

13.7

Infrastructure & Civil Engineering

0.4

1.2

Air

(0.3)

0.2

Biomass

0.8

0.4

Underlying profit before tax pre - Estates and central costs and eliminations

15.1

15.5

Estates

2.8

4.5

Underlying profit before tax pre central costs and eliminations

 

17.9

 

20.0

Central costs and eliminations

(4.7)

(3.6)

Underlying profit before tax

13.2

16.4

 

 

Operational Highlights

·; Underlying core Transport & Distribution division profits ahead of last year

·; Underperforming chilled business being scaled back and restructured

·; Acquisition of Autologic Holdings plc provides a market leading share of the automotive logistics market

·; Successful launch of easyJet passenger flights at London Southend Airport to continental European destinations with three based aircraft and Aer Lingus flights to Dublin with one based aircraft. 365,000 passengers in five months since launch

·; Planning permission secured for extension of the Terminal at London Southend Airport. IATA has designated the airport as a London airport

·; Biomass tonnages around 30% up on comparative period

·; Estates portfolio improved without disposals in the first half

 

 

Andrew Tinkler, Chief Executive Officer, said:

 

"We have worked hard to improve margins and profitability in our core transport business despite tough trading conditions. We are well underway with delivering the stated plan for the Group."

 

 

 

 

 

Enquiries:

 

Stobart Group +44 1925 605 400

Andrew Tinkler, Chief Executive Officer

Ben Whawell, Chief Financial Officer

 

i-nfluence +44 20 7287 9610

Stuart Dyble/James Andrew

 

Square1 Consulting +44 20 7929 5599

David Bick/Mark Longson

 

 

 

  

 

 

 

 

HALF YEAR REVIEW

 

 

 

Strategy

 

The Group continues to pursue its stated medium term strategy and remains confident that it will deliver significant shareholder value as planned.

 

Whilst the current recessionary climate has had an impact by slowing growth in the transport sector the Group has positioned itself to be successful in a challenging economic environment with a clear five divisional strategy supported by the strength and continued investment in the Stobart brand. Long term expectations across the business remain robust.

 

On 10 August 2012 the Group acquired Autologic Holdings plc, a leading provider of distribution and technical services to the automotive industry. This acquisition provides the Group with a strong share of the automotive logistics market, strengthens our management team and is expected to allow opportunities for operational synergies, which management have identified and continue to be confident of achieving since the acquisition.

 

Results summary

 

Results for the six months to 31 August 2012

 

 

6 months to 31 August 2012

 

6 months to 31 August 2011

 

Revenue

Underlying operating profit*

£278.5m

£19.8m

£281.1m

£19.1m

Underlying profit before tax**

£13.2m

£16.4m

Profit before tax

£6.6m

£14.7m

Earnings per share

1.7p

4.1p

 

 

* Underlying operating profit is a non GAAP measure shown on the Income Statement.

** Underlying profit before tax is a non GAAP measure and comprises the reported underlying operating profit less share based payments of £1.3m (2011: £0.2m) less finance costs of £6.8m (2011: £3.3m) plus finance income of £1.5m (2011: £0.8m).

 

Divisional review

 

Transport and Distribution

 

Revenue for the Transport and Distribution division was £251.1m (2011: £265.9m) and divisional profit before tax was £14.2m (2011: £13.7m).

 

The Transport and Distribution division has returned a solid profit ahead of last year despite a tough trading environment. Revenue has fallen by 5.6% but we have improved our margins by 10%.

 

Market volumes have been affected by current economic conditions which have resulted in consumer retail volatility putting pressure on our operation. In addition, our customers' volume forecasts continue to exceed actual volumes.

 

We have improved our margins in the Transport and Distribution division through more effective financial control and cost management. We have also focussed on addressing lower margin contracts by improving pricing rates and in some cases rationalising routes.

 

We originally acquired the chilled business in summer 2008 for a nominal amount and are in the process of restructuring the chilled business which will leave a smaller, more profitable operation. During the period, sites at Corby and Alcester have been closed and the fleet size has been reduced. This restructuring has been more challenging, costly and further reaching than first planned. This is due to the continuing challenging economic environment. In the second half we expect to continue the robust restructuring programme. At the same time the improved business systems in the ambient fleets are being implemented in chilled. This restructuring project is expected to be completed by the year end. We have incurred restructuring costs of £4.2m in the first half of the year and we currently expect to incur a similar level of costs to complete the programme.

 

Results of the newly acquired Autologic business will be included in the Transport and Distribution segment going forward.

 

Stobart Estates

 

Revenue for the Stobart Estates division was £9.0m (2011: £3.2m) and profit before tax was £2.8m (2011: £4.5m).

 

The Moneypenny portfolio has now been integrated into the Group and there is a clear plan for each property held. Progress on disposals has been slower than anticipated due to current market conditions but six properties are earmarked for disposal before the year end.

 

The units held in One Plantation Place were sold during the period realising a further profit of £0.4m and cash inflow of £8.1m. In the first half of 2011 an uplift of £3.5m was recognised in relation these units. The contracts for sale of the property at 22 Soho Square have been exchanged this month.

 

Developments since the previous period end include:

·; Planning permission delivered at Carlisle Airport

·; Residential conversion of 37 Soho Square underway

·; Southend Airport hotel completed

 

The results of the Estates division are expected to vary as the Group is focussed on maximising value from each property.

 

Infrastructure and Civil Engineering

 

Revenue for the Infrastructure and Civil Engineering division was £16.2m (2011: £27.3m) and divisional profit before tax was £0.4m (2011: £1.2m.)

 

External work has been boosted by new contracts at Manchester Metro and Geneva Junction as well as operation of the Southend Airport railway station. We continue to seek profitable contract opportunities in a flat market for rail infrastructure engineering.

 

Group work has been reduced by delays to developments at Carlisle and Widnes and annualised cost savings of around £0.4m have been made.

 

This division develops internal assets at a materially lower cost, however the benefit of this service is not evident until disposal of the asset.

 

The division will continue to support the Group's Estates division in providing valuable engineering work where our sites are developed.

 

Stobart Air

 

Revenue for the Stobart Air division was £7.0m (2011: £4.8m), and the divisional loss before tax was £0.3m (2011: £0.2m profit).

 

London Southend Airport's operational partnership with easyJet started in April 2012 and is progressing well with three based aircraft. The airport was the best performing UK airport in the easyJet network for on-time performance in the busiest month of August 2012. Aer Lingus flights to Dublin commenced in the period with one based aircraft. The total passenger numbers have grown from a very low number in 2011 to over 365,000 since the new passenger terminal opened.

 

Business jet movements grew by 39% in July and August when compared with 2011 reflecting an uplift during the Olympics.

 

Completed capital projects in the period included the extended runway, the new passenger terminal, an additional 498 car parking spaces and five additional aircraft stands. The opening of the on-site hotel took place in October 2012.

 

The airport has undertaken a major recruitment campaign hiring over 150 employees. Including easyJet and retail concessions, over 500 new jobs have been created. During the period we have written off £0.6m of pre-operating costs in relation to the new airline and hotel businesses.

 

The airport has obtained planning consent to expand the size of the terminal and the airport has been allocated London Metropolitan area designation by IATA. This is a key milestone as the airport is now the 6th officially recognised London branded airport.

 

London Southend Airport was recently awarded the European Regions Airline Association achievement award for outstanding contribution to intra EU air transport, for the second time in three years.

 

At Carlisle airport, planning consent for the development was delivered in July 2012.

 

Stobart Biomass

 

Revenue for the Stobart Biomass division was £6.6m (2011: £2.6m) and divisional profit before tax was £0.8m (2011: £0.4m).

 

Biomass sales tonnages are up around 30% on the comparative period. Volumes in the first half have been affected by mild weather, extended power maintenance periods and delays in legislation but volumes are expected to increase dramatically for the winter season and we remain confident of a strong growth opportunity in this division. Major contracts with Helius and Iggesund are expected to commence in the last quarter delivering volume growth in the second half and through next year. We have increased the portfolio of materials supplied generating further opportunities ahead.

 

Balance sheet and gearing

 

The Group maintains a strong balance sheet, with net assets of £455.3m (29 February 2012: £471.8m), decreased principally due to the buyback of treasury shares for £9.5m. Net debt increased to £222.9m (2011: £166.0m) due to capital expenditure of £22.0m, the acquisition of Autologic Holdings for £9.4m (net of cash acquired) plus debt in the Autologic balance sheet of £15.7m, the buyback of shares for £9.5m and an increase in working capital of £8.3m. Cash (net) generated from operations was £10.9m (31 August 2011: £27.8m) and net cash outflow was £25.1m (31 August 2011: £75.0m inflow) after dividends paid. Capital expenditure totalled £22.0m (31 August 2011: £35.2m) mainly at London Southend Airport.

 

Gearing, excluding fleet financing and related assets, was 42.1% (29 February 2012: 29.1%). We continue to review the mix of borrowings to optimise the Group's funding structure.

  

Tax

 

The effective tax rate for the period is 9.9%. This rate is lower than the standard rate of 24.2% principally due to the effect on the deferred tax balance of the reduction in the UK corporation tax rate to 24% from 1 April 2012 and to 23% from 1 April 2013.

 

Brand

 

The Eddie Stobart brand is the highest ranked name in industrial transportation in the Business Superbrands listings. The successful Channel 5 "Trucks and Trailers" TV series is in its fourth series.

 

We have completed the reorganisation of our trademarks and designs into one entity which allows us to better manage, control and protect our valuable intellectual property.

 

Dividend

 

The Board has declared an interim dividend of 2.0p, which will be paid on 7 December 2012 to shareholders on the register as at 9 November 2012.

 

Board update

 

Avril Palmer-Baunack has been appointed as an executive director of the Group and as Deputy Chief Executive Officer and a member of the Group board. Avril joined the Group following the recent acquisition of Autologic Holdings plc.

 

William Stobart has been re-appointed as an executive director and has re-joined the Group board.

 

Outlook

 

The Board continues to have a positive outlook for the stated strategic plan, and, whilst mindful of the continuing economic environment, the Board still envisages opportunities for the Group's development in the short term.

 

The Transport & Distribution division is set to maintain margins with industry leading fleet utilisation figures and information business systems assisting performance and driving waste out of the network. The Autologic business will contribute fully in the second half and there are opportunities for synergies in both businesses.

 

In our Air division the partnership with easyJet is being strengthened with routes to Geneva and Venice expected to be added in the second half and with other routes also being explored with easyJet and other airlines. Work on the terminal extension is expected to commence in November 2012.

 

We are confident of future growth in the UK biomass market although slightly behind our expected timescales due to delays in legislation. Major new contracts are commencing and customers are indicating increased volumes in the second half. This is also expected to increase demand through our Transport division.

Key risks and uncertainties

 

As with any business, risk assessment and the implementation of mitigating

actions and controls are vital to successfully achieving the Group's strategy. The

Board has overall responsibility for risk management and internal control

within the context of achieving the Group's objectives.

 

The key risks are set out below:

 

·; Business and financial strategy

·; Consumer confidence

·; Seasonality and abnormal weather

·; Government legislation and regulation

·; Information technology

·; Airport safety and security

·; Demand for integrated and outsourced transport and logistics

·; People management

·; Competition

·; Nature of lease obligations

·; Fuel prices

·; Commercial property

·; Acquisitions

·; Capital expenditure

·; Development of the UK biomass market

·; Securing of biomass business

·; Exchange rates

 

For greater detail on these risks and mitigating factors, please refer to our 2012 Annual Report.

 

Going concern

 

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.

 

Directors' responsibility statement

 

We confirm that to the best of our knowledge:

·; the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU

·; the interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so

The above statement of Directors' responsibilities was approved by the Board on 24 October

2012.

 

Rodney Baker-Bates Andrew Tinkler Ben Whawell

Avril Palmer-Baunack William Stobart Alan Kelsey

Michael Kayser David Beever Paul Orchard-Lisle

24 October 2012

Stobart Group Limited

 

Condensed Consolidated Income Statement

For the six months ended 31 August 2012

 

 

 

 

Six months ended 31 August 2012

 

 

Six months ended 31 August 2011

 

Restated

Year ended 29 February 2012

Unaudited

Unaudited

Audited

Notes

£'000

£'000

£'000

Revenue

4

278,496

281,145

551,921

Operating expenses - underlying

(260,742)

(266,186)

(523,592)

Share of post-tax profits of associates and joint ventures

Gain in value of investment properties

Profit on sale and leaseback transaction

Profit on disposal / gain in value of property asset held for sale

 

 

 

 

 

 

500

1,200

-

 

387

 

600

-

-

 

3,500

 

500

-

5,385

 

5,740

Underlying operating profit

19,841

19,059

39,954

Share based payments

(1,300)

(150)

 

(391)

Credit for business purchase

New territory and new business set up costs

-

(635)

-

(1,150)

1,704

(3,415)

Transaction costs

(1,712)

(418)

(1,816)

Restructuring costs

(4,153)

-

(1,734)

Amortisation of acquired intangibles

(111)

(89)

(222)

Profit before interest and tax

11,930

17,252

34,080

Finance costs

(6,777)

(3,329)

(6,377)

Finance income

1,472

770

1,980

Profit before tax

6,625

14,693

29,683

Income tax

5

(656)

(2,214)

(1,344)

Profit for the period attributable to equity holders of the parent

 

5,969

 

12,479

 

28,339

 

 

 

Earnings per ordinary share

7

Basic

1.74p

4.07p

8.72p

Diluted

1.73p

4.06p

8.71p

 

 

Stobart Group Limited

 

Condensed Consolidated Statement of Comprehensive income

For the six months ended 31 August 2012

 

 

 

Six months ended 31 August 2012

 

Six months ended 31 August 2011

Restated

Year ended 29 February 2012

Unaudited

Unaudited

Audited

£'000

£'000

£'000

Profit for the period

5,969

12,479

28,339

Exchange differences on translation of foreign operations

 

(463)

 

35

 

(293)

Cash flow hedge

107

(731)

(456)

Tax on items relating to components of other comprehensive income

 

(25)

 

197

 

114

Other comprehensive loss for the period, net of tax

 

(381)

 

(499)

 

(635)

Total comprehensive income for the period, net of tax, attributable to equity holders of the parent

 

 

5,588

 

 

11,980

 

 

27,704

 

 

 

Stobart Group Limited

 

Condensed Consolidated Statement of Financial Position

As at 31 August 2012

 

 

Restated

31 August 2012

29 February 2012

Unaudited

Audited

Notes

£'000

£'000

Non-current assets

Property, plant and equipment

- Land and buildings

8

257,505

228,447

- Plant and machinery

8

18,054

20,746

- Fixtures, fittings and equipment

8

9,419

4,845

- Commercial vehicles

8

22,257

26,591

307,235

280,629

Investment in associates and joint ventures

2,052

1,100

Investment property

86,144

98,453

Intangible assets

288,326

281,523

Other investments

10

10

Other receivables

7,417

4,111

691,184

665,826

Current assets

Inventories

4,179

2,494

Trade and other receivables

147,383

105,701

Cash and cash equivalents

9

16,346

31,044

167,908

139,239

Assets of disposal groups classified as held for sale

14,200

7,790

182,108

147,029

Total assets

873,292

812,855

Non-current liabilities

Loans and borrowings

9

208,148

179,241

Other liabilities

24,947

15,465

Deferred tax

27,990

29,166

261,085

223,872

Current liabilities

Trade and other payables

123,437

97,696

Loans and borrowings

9

31,099

17,852

Corporation tax

2,389

1,592

156,925

117,140

Total liabilities

418,010

341,012

Net assets

455,282

471,843

 

Capital and reserves

Issued share capital

35,397

35,397

Share premium

300,708

300,788

Foreign currency exchange reserve

(1,234)

(771)

Reserve for own shares held by EBT

(386)

(488)

Hedge reserve

(1,341)

(1,423)

Retained earnings

122,138

138,340

 

Total equity

455,282

471,843

 

 

 

 

Stobart Group Limited

 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 31 August 2012

 

 

 

Unaudited

 

 

 

Issued share capital

Share premium

Foreign currency exchange reserve

Reserve for own shares held by EBT

Hedge reserve

Retained earnings

Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 March as previously reported

Prior period adjustment

 

35,397

-

 

300,788

-

 

(771)

-

 

(488)

-

 

(1,423)

-

 

139,203

(863)

 

472,706

(863)

Restated balance at 1 March 2012

 

35,397

 

300,788

 

(771)

 

(488)

 

(1,423)

 

138,340

 

471,843

Profit for the period

-

-

-

-

-

5,969

5,969

Other comprehensive income / (expense)

 

-

 

-

 

(463)

 

-

 

82

 

-

 

(381)

Total comprehensive income / (expense)

 

-

 

-

 

(463)

 

-

 

82

 

5,969

 

5,588

Share issue costs

-

(80)

-

-

-

-

(80)

EBT shares vested

-

-

-

102

-

-

102

Share based payment credit

-

-

-

-

-

1,354

1,354

Tax on share based payment

-

-

-

-

-

(85)

(85)

Purchase of treasury shares

-

-

-

-

-

(9,519)

(9,519)

Dividends

-

-

-

-

-

(13,921)

(13,921)

Balance at 31 August 2012

35,397

300,708

(1,234)

(386)

(1,341)

122,138

455,282

 

 

 

Unaudited

Attributable to equity holders of the parent

 

 

Issued share capital

Share premium

Foreign currency exchange reserve

Reserve for own shares held by EBT

Hedge reserve

Retained earnings

Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 March 2011

26,517

181,168

(478)

(663)

(1,081)

126,246

331,709

Profit for the period

-

-

-

-

-

12,479

12,479

Other comprehensive income /(expense)

-

-

35

-

(534)

-

(499)

Total comprehensive income /(expense)

-

-

35

-

(534)

12,479

11,980

Proceeds on share issues

8,340

118,808

-

-

-

-

127,148

EBT shares vested

-

-

-

174

-

-

174

Share issue costs

-

(5,286)

-

-

-

-

(5,286)

Share based payment credit

-

-

-

-

-

268

268

Tax on share based payment

-

-

-

-

-

-

-

Dividends

-

-

-

-

-

(10,606)

(10,606)

Balance at 31 August 2011

34,857

294,690

(443)

(489)

(1,615)

128,387

455,387

 

 

 

 

 

 

 

 

 

Stobart Group Limited

 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 31 August 2012

 

 

Audited

Attributable to equity holders of the parent

 

 

Issued share capital

Share premium

Foreign currency exchange reserve

Reserve for own shares held by EBT

Hedge reserve

Restated Retained earnings

Restated Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 March 2011

26,517

181,168

(478)

(663)

(1,081)

126,246

331,709

Profit for the year

-

-

-

-

-

28,339

28,339

Other comprehensive expense

-

-

(293)

-

(342)

-

(635)

Total comprehensive income/(expense)

-

-

(293)

-

(342)

28,339

27,704

Proceeds on share issue

8,880

124,969

-

-

-

-

133,849

Share issue costs

-

(5,349)

-

-

-

-

(5,349)

EBT shares issued

-

-

-

175

-

-

175

Share based payment credit

Tax on share-based payment credit

-

 

-

-

 

-

-

 

-

-

 

-

-

 

-

886

 

447

886

 

447

Dividends

-

-

-

-

-

(17,578)

(17,578)

Restated balance at 29 February 2012

35,397

300,788

(771)

(488)

(1,423)

138,340

471,843

 

 

 

 

Stobart Group Limited

 

Condensed Consolidated Cash Flow Statement

For the six months ended 31 August 2012

 

Six months ended 31 August 2012

Six months ended 31 August 2011

Restated

Year ended 29 February 2012

Unaudited

Unaudited

Audited

Notes

£'000

£'000

£'000

Cash generated from operations

10

10,918

27,835

57,634

Income taxes paid

(557)

(240)

(2,191)

Net cash flow from operating activities

 

10,361

 

27,595

 

55,443

Acquisition of subsidiaries and other businesses - net of cash acquired

 

(9,684)

 

(4,658)

 

(9,602)

Purchase of property, plant and equipment

 

(21,971)

 

(35,043)

 

(93,400)

Proceeds from sale of property, plant and equipment

Proceeds from disposal of assets held for sale

VAT outflow in relation to disposal of property

 

11,073

 

8,117

 

(4,584)

 

6,655

 

-

 

-

 

44,786

 

-

 

-

Net loans (advanced to)/ repaid by joint ventures

 

(3,632)

 

-

 

(1,925)

Interest received

1,472

770

1,980

Net cash flow from investing activities

 

(19,209)

 

(32,276)

 

(58,161)

 

Issue of ordinary shares less costs of issue

 

 

(80)

 

 

114,591

 

 

114,527

Dividend paid on ordinary shares

(13,921)

(10,606)

(17,578)

Proceeds from new finance leases

6,106

3,511

14,469

Repayment of capital element of finance leases

 

(10,643)

 

(16,026)

(30,753)

Proceeds from new borrowings

29,594

1,571

2,028

Repayment of borrowings

Purchase of treasury shares

(9,366)

(9,519)

(11,097)

-

(17,273)

-

Interest paid

Other finance costs

(7,856)

(567)

(2,277)

-

(4,355)

-

Net cash flow from financing activities

 

(16,252)

 

79,667

 

61,065

Increase / (decrease) in cash and cash equivalents

 

(25,100)

 

74,986

 

58,347

Cash and cash equivalents at beginning of period

 

26,401

 

(31,946)

 

(31,946)

Cash and cash equivalents at end of period

 

1,301

 

43,040

 

26,401

 

Cash

16,346

47,061

31,044

Overdraft

(15,045)

(4,021)

(4,643)

Cash and cash equivalents at end of period

 

1,301

 

43,040

 

26,401

 

1 Accounting policies of Stobart Group Limited

 

Corporate information

 

The condensed consolidated financial statements of the Group for the six months ended 31 August 2012 were authorised for issue in accordance with a resolution of the directors on 24 October 2012.

 

Stobart Group Limited is a Guernsey registered company whose ordinary shares are publicly traded on the London Stock Exchange.

 

The principal activities of the Group are described in note 4.

 

Basis of preparation

 

The condensed consolidated financial statements of the Group for the six months ended 31 August 2011 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

 

The condensed 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 Group's annual financial statements as at 29 February 2012. Except for the 29 February 2012 comparatives, the financial information set out herein is unaudited but has been reviewed by the auditors, KPMG Audit Plc, 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 period ended 29 February 2012 but has been derived from the accounts. Statutory accounts for the period ended 29 February 2012 have been published. The previous auditors, Ernst & Young LLP, have 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 European Union.

 

Restatement of 29 February 2012 financial information

 

The value of one of the investment properties at the date of acquisition of WADI Properties Limited has been reduced by £1.15m. As a result of this adjustment, and the related deferred tax adjustment, the credit for business purchase reported for the year ended 29 February 2012 and the value of investment property as at 29 February 2012 have been adjusted. This is a hindsight adjustment to acquisition fair values as permitted by IFRS 3 "Business Combinations".

 

Separately disclosed items

 

New territory business set up costs comprise costs of investing in new major territories to commence or accelerate development of our business presence. These costs include establishment costs, legal and professional fees, losses and certain staff costs. The current period costs were in relation to development of businesses at London Southend Airport.

Transaction costs comprise costs of making investments or costs of financing transactions that are not permitted to be debited to the cost of investment or as issue costs. These costs include costs on any aborted transactions.

 

Restructuring costs comprise costs of integration plans and other business reorganisation and restructuring undertaken by management. Costs include cost rationalisation, brand harmonisation, site closure costs, certain short term duplicated costs, asset write downs and other costs related to the reorganisation and integration of businesses. These are principally expected to be one off in nature. The current period costs are principally in relation to the restructuring of the chilled business.

 

Amortisation of acquired intangibles comprises the amortisation of intangible assets identified as fair value adjustments in acquisition accounting.

 

The excess of the fair value of the assets and liabilities acquired over the cost represents bargain purchase and is recognised in the income statement presented as 'credit for business purchase'.

 

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 29 February 2012 except for the Group's tax measurement basis (see note 5). Any new amended Accounting Standards applicable for the period do not have a significant effect. These accounting policies are expected to be applied for the full year to 28 February 2013.

 

The following accounting standards, amendments and interpretations are not yet effective and have not been adopted early by the Group:

 

International Financial Reporting Standards ("IFRS")

Effective for accounting periods commencing on or after

IFRS 9: 'Financial instruments'

1 January 2015

IFRS 10: 'Consolidated financial statements

1 January 2013

IFRS 11: 'Joint arrangements'

1 January 2013

IFRS 12: 'Disclosure of interests in Other Entities'

1 January 2013

IFRS 13: 'Fair Value Measurement'

1 January 2013

IAS 27 (revised 2011): 'Separate financial statements'

1 January 2013

IAS 28 (revised 2011): 'Associates and joint ventures'

1 January 2013

Amendments to existing standards

Amendment to IAS 1: 'Presentation of financial statements' on OCI

1 July 2012

Amendment to IFRS 1: 'First time adoption' on government grants

1 July 2013

Amendment to IFRS 7 on Financial instruments asset and liability offsetting

1 July 2013

Amendment to IAS 19 (revised 2011): 'Employee benefits'

1 January 2013

Amendment to IAS 32 on Financial instruments asset and liability offsetting

1 January 2014

From the 1 March 2012 the following standards, amendments and interpretations became effective and were adopted by the Group:

 

Amendments to existing standards

Amendment to IAS 12: 'Income taxes' on deferred tax

1 January 2012

Annual improvement to IFRSs 2011

1 January 2012

The adoption of these standards, amendments and interpretations has not had a material effect on the net assets, results and disclosures of the Group.

 

 

 

 

2 Seasonality of operations

 

There is no significant seasonal effect on revenues and profits between the first and second six months of the financial year. In line with retail cycles, the higher seasonal sales in the months pre-Christmas is balanced by the lower seasonal sales in the months post-Christmas, both in the second six months of our financial year.

3 Acquisitions

 

Acquisition of Autologic Holdings plc

 

On 10 August 2012 the Group acquired 100% of the voting rights of Autologic Holdings plc, an AIM listed company based in the United Kingdom, which is a leading provider of distribution and technical services to the automotive industry.

 

The provisional fair value of the identifiable assets and liabilities of Autologic Holdings plc as at the date of acquisition were:

 

Provisional fair value recognised on acquisition

Previous carrying value

£'000

£'000

Property, plant and equipment

Investments in associates and joint ventures

Intangible assets

22,957

452

-

18,795

452

22,055

Cash and cash equivalents

3,502

3,502

Trade and other receivables

31,878

31,795

Inventories

947

947

Trade payables

(12,504)

(12,504)

Other payables and deferred income

Loans and borrowings

Pension scheme liabilities

(21,136)

(15,657)

(5,846)

(17,628)

(14,305)

(5,102)

Deferred tax

940

1,705

Net assets

5,533

29,712

Goodwill arising on acquisition

6,915

Total consideration

12,448

 

The total cost of the combination was £12.4m and was comprised of cash consideration.

 

The goodwill of £6.9m is provisional. Completion of the assessment of the fair value and nature of the intangible assets acquired is not possible due to the proximity of the timing of the acquisition to the balance sheet date and nature of the judgements involved. It is expected that this accounting will be completed in the second half of the year. There is no contingent consideration as defined in IFRS 3 'Business Combinations' in connection with this acquisition.

 

The primary reason for the acquisition is to enter a new market.

 

The amount of goodwill expected to be deductible for tax purposes is £1.0m.

 

Transaction costs related to the acquisition of £0.5m have been recognised as an expense in transaction costs written off in the Condensed Consolidated Income Statement.

 

 

 

 

 

 

4 Segmental information

 

The operating segments within continuing operations are Stobart Air, Stobart Biomass, Stobart Transport & Distribution, Stobart Estates and Stobart Infrastructure & Civil Engineering. The prior year comparatives have been restated accordingly.

 

The Stobart Air segment specialises in operation of commercial airports including air freight.

 

The Stobart Biomass segment specialises in supply of sustainable biomass for the generation of renewable energy.

 

The Stobart Transport & Distribution segment specialises in contract logistics including road haulage, rail freight, ports handling and warehousing.

 

The Stobart Estates segment specialises in management, development and realisation of Group land and buildings assets.

 

The Stobart Infrastructure & Civil Engineering segment specialises in delivering internal and external infrastructure and development projects including rail network operations.

 

The Board of Directors is regarded as the Chief Operating Decision Maker (CODM). The Board monitors the results of its business units separately for the purposes of making decisions about resource allocation and performance assessment. The main segmental profit measures are earnings before interest, tax, depreciation and amortisation and also profit before tax both shown before separately disclosed items.

 

Income taxes, restructuring costs, non-fleet finance costs and certain central costs are managed on a group basis and are not allocated to operating segments.

 

 

 

 

Period ended 31 August 2012

 

 

 

Stobart

Transport & Distribution

 

 

 

Stobart Estates

 

 

Stobart Infrastructure & Civil Engineering

 

 

 

Stobart

Air

 

 

 

Stobart Biomass

 

 

 

Adjustments and eliminations

 

 

 

 

Group

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

External

251,126

8,973

4,613

6,984

6,594

206

278,496

Internal

-

-

11,628

-

-

(11,628)

-

Total revenue

251,126

8,973

16,241

6,984

6,594

(11,422)

278,496

Segment EBITDA

Segment PBT

20,195

14,218

7,513

2,824

1,284

420

175

(253)

861

802

(4,388)

(4,775)

25,640

13,236

 

New territory and business set up costs

 

 

(635)

Transactions costs written off

Restructuring costs

Amortisation of acquired intangibles

 

 

(1,712)

(4,153)

 

(111)

Profit before tax

6,625

 

Inter-segment revenues are eliminated on consolidation.

 

Included in adjustments and eliminations are central costs of £4,591,000 (2011: £2,856,000) and intragroup profit of £184,000 (2011: £773,000).

 

 

 

 

 

Period ended 31 August 2011

 

 

 

Stobart Transport & Distribution

 

 

 

Stobart Estates

 

 

Stobart Infrastructure & Civil Engineering

 

 

 

Stobart Air

 

 

 

Stobart Biomass

 

 

 

Adjustments and eliminations

 

 

 

 

Group

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

External

265,860

3,221

4,646

4,760

2,643

15

281,145

Internal

-

-

22,618

-

-

(22,618)

-

Total revenue

265,860

3,221

27,264

4,760

2,643

(22,603)

281,145

Segment EBITDA

Segment PBT

22,845

13,685

5,071

4,473

1,697

1,176

362

229

465

416

(2,818)(3,629)

27,62216,350

 

New territory and business set up costs

 

 

(1,150)

Transactions costs written off

Amortisation of acquired intangibles

 

 

(418)

 

(89)

Profit before tax

14,693

 

 

 

 

 

 

 

 

Stobart Transport & Distribution

 

 

 

Stobart Estates

 

 

 

Stobart Infrastructure & Civil Engineering

 

 

 

Stobart Air

 

 

 

Stobart Biomass

 

 

 

Adjustments and eliminations

 

 

 

 

Group

Segment assets

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 31 August 2012

418,535

342,842

14,716

12,487

55,017

29,695

873,292

At 29 February 2012 as restated

 

417,835

 

307,908

 

15,245

 

11,139

 

54,326

 

6,402

 

812,855

 

 

 

5 Taxation

Taxation on profit on ordinary activities

 

Tax charged in the income statement

Six months ended 31 August 2012

Six months ended 31 August 2011

Restated Year ended 29 February 2012

Unaudited

Unaudited

Audited

£'000

£'000

£'000

Current income tax:

UK Corporation tax - continuing operations

984

2,167

2,877

Overseas tax

118

118

873

Adjustment in respect of prior years

(44)

(17)

(2,705)

Total current tax

1,058

2,268

1,045

Deferred tax:

Origination and reversal of temporary differences

 

116

 

1,254

 

1,591

Impact of change in rate

(518)

(1,315)

(3,119)

Adjustment in respect of prior years

-

7

1,827

Total deferred tax (credit) / charge

(402)

(54)

299

Total charge in the income statement

656

2,214

1,344

 

 

 

The 2012 Budget on 23 March 2012 announced that the UK corporation tax rate will reduce to 22% by 2014. A reduction in the rate from 26% to 25% (effective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (effective from 1 April 2012) and 23% (effective from 1 April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively.

 

This will reduce the company's future current tax charge accordingly. The deferred tax liability at 31 August 2012 has been calculated based on the rate of 23% substantively enacted at the balance sheet date.

 

The announced further 1% rate reduction is expected to reduce the company's deferred tax liability by around £1.15m.

 

 

 

6 Dividends

 

A final dividend of 4.0p per share (2011: 4.0p) totalling £13,920,934 (2011: £10,606,596 paid on 7 July 2011) was declared on 17 May 2012 and was paid on 6 July 2012.

 

An interim dividend of 2.0p (2011: 2.0p) per share totalling £6,930,352 (2011: £6,971,223 paid on 9 December 2011) was declared on 25 October 2012 and will be paid on 7 December 2012. This is not recognised as a liability at 31 August 2012.

 

 

 

 

 

7 Earnings per share

 

The following table reflects the income and share data used in the basic and diluted earnings per share calculations:

 

Six months ended 31 August 2012

Six months ended 31 August 2011

Restated

Year ended 29 February 2012

Unaudited

Unaudited

Audited

 

Numerator

£'000

£'000

£'000

Profit used for basic earnings

5,969

12,479

28,339

Effect on earnings of dilutive potential ordinary shares

 

-

 

-

 

-

Diluted earnings

5,969

12,479

28,339

Denominator

Number

 

Weighted average number of shares used in basic EPS

 

343,091,380

 

306,727,659

 

325,115,491

Effects of employee share options

966,376

797,530

400,944

Weighted average number of shares used in diluted EPS

 

344,057,756

 

307,525,189

 

325,516,435

 

 

8 Property, plant and equipment

 

Additions and disposals

 

During the six months ended 31 August 2012, the Group acquired or developed assets with a cost of £21,971,000 (2011: £35,161,000). This included development of the hotel and terminal at London Southend Airport.

 

Assets with a book value of £10,239,000 (2011: £5,723,000) were disposed of by the Group during the six months ended 31 August 2012 resulting in a net profit on disposal of £834,000 (2011: £932,000).

 

Capital commitments

 

At 31 August 2012, the Group had capital commitments of £3,496,000 (2011: £1,230,000) principally relating to the development of investment property.

 

 

9 Analysis of net debt

 

 

31 August 2012

 

29 February 2012

Unaudited

Audited

£'000

£'000

Loans and borrowings

Non-current

Fixed rate:

 - Obligations under finance leases and hire purchase contracts

 

19,848

 

15,750

- Loan notes

- Bank loans

6,541

72,328

7,779

74,828

Variable rate:

- Bank loans

108,335

78,482

- Obligations under finance leases and hire purchase contracts

1,096

2,402

208,148

179,241

Current

Fixed rate:

 - Obligations under finance leases and hire purchase contracts

 

8,388

 

9,293

Variable rate:

 - Overdrafts

15,045

4,643

 - Bank loans

5,774

2,512

- Obligations under finance leases and hire purchase contracts

 

1,892

 

1,404

31,099

17,852

Total loans and borrowings

239,247

197,093

Cash

(16,346)

(31,044)

Net debt

222,901

166,049

 

 

The main movements in net debt have resulted from the following: (1) Capital expenditure of £22.0m principally at London Southend Airport; (2) Acquisition of Autologic Holdings of £9.4m; (3) Buyback of shares of £9.5m; (4) Increase in working capital of £8.3m.

 

 

 

 

10 Cash generated from operations

 

 

 

Six months ended 31 August 2012

 

Six months ended 31 August 2011

 

Restated

Year to 29 February 2012

Unaudited

Unaudited

Audited

£'000

£'000

£'000

Profit before tax

6,625

14,693

29,683

Adjustments to reconcile profit before tax to net cash flows:

Non-cash:

Realised profit on sale of property, plant and equipment

 

(834)

 

(932)

(7,902)

Share of post-tax profits of associates and joint ventures accounted for using the equity method

 

 

 

(500)

 

 

 

(100)

(100)

Profit on disposal of / reversal of write down in held for sale assets

 

(387)

 

(3,500)

(5,740)

Reversal of write down of loan to joint venture

 

-

 

(500)

(400)

Depreciation of property, plant and equipment

 

7,099

 

8,778

 

16,269

Amortisation of intangibles

111

89

222

Finance income

(1,472)

(770)

(1,980)

Interest expense

Non-operating transaction costs

6,777

1,712

3,329

-

6,377

-

Share option charge

1,300

150

391

Movement in unrealised gain on revaluation of investment properties

 

(1,200)

 

-

 

(500)

Credit for business purchase

-

-

(1,704)

Working capital adjustments:

Increase in inventories

(739)

(254)

(135)

(Increase) / decrease in trade and other receivables

 

(10,008)

 

(18,427)

4,287

Increase in trade and other payables

2,434

25,279

18,866

Cash generated from operations

10,918

27,835

57,634

 

 

 

 

 

 

11 Related Parties

 

WA Developments International Limited, WA Developments International GMBH and VLL Limited are all companies part owned by A Tinkler and W Stobart, directors of the Group. The Group made sales of £338,000 (2011: £212,000) and purchases of £482,000 (2011: £193,000) from this collection of companies during the six months to 31 August 2012. £798,000 (2011: £321,000) was due to the Group from these companies at 31 August 2012.

 

Key management remuneration will be reported in the Annual Report for the full year to 28 February 2013.

 

Independent Review Report to Stobart Group Limited

 

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 2012 which comprises the Interim Consolidated Income Statement, the Interim Consolidated Statement of Comprehensive Income, the Interim Consolidated Statement of Financial Position, the Interim Consolidated Statement of Changes in Equity and the Interim Consolidated Cash Flow Statement and the related explanatory 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.

 

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

 

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 DTR of the UK FSA.

 

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

 

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.

 

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 UK. 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 ended 31 August 2012 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

 

 

Nicola Quayle

for and on behalf of KPMG Audit Plc

Chartered Accountants

St James Square, Manchester, M2 6DS

Date: 24 October 2012

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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