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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Eddie Stobart Logistics Plc | LSE:ESL | London | Ordinary Share | GB00BD8QVC95 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 15.50 | 15.50 | 16.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMESL
RNS Number : 3530P
Eddie Stobart Logistics PLC
31 August 2017
31 August 2017
Eddie Stobart Logistics plc
("Eddie Stobart" or the "Group")
Interim Results for the six months ended 31 May 2017
Eddie Stobart, a leading UK logistics and supply chain company delivering innovative solutions and service excellence to a diverse range of customers in the Retail, Consumer, Manufacturing, Industrial & Bulk (MIB) and E-Commerce sectors, is pleased to announce its interim results for the six months ended 31 May 2017.
Operational Highlights
-- Successful initial public offering (IPO) on the Alternative Investment Market (AIM) completed on 25 April 2017 and supported by blue chip institutional investors raised GBP130m for the Company, used primarily to reduce gearing, partially fund the acquisition of iForce Group and provide Eddie Stobart with a financial platform to support its growth ambitions.
-- Experienced plc board in place with Philip Swatman joining as Chairman and Stephen Harley and Christopher Casey as Non-Executive Directors.
-- Acquisition of iForce Group for total consideration of GBP44.9m, a market leading provider of E-Commerce solutions, providing a strong platform for Eddie Stobart to develop its offer to existing and new customers in this growing sector.
-- Strong rolling pipeline of potential new business weighted towards strategic growth in E-Commerce and MIB.
-- Post period end, acquisition of a 50% interest in Speedy Freight, which offers nationwide B2B express freight services and supports Eddie Stobart's capability to move urgent, time critical and pallet sized loads.
-- Further investment into Eddie Stobart's Training Academy, including the acquisition post period end of the remaining interest in The Logistics People staffing business, to attract and retain quality staff for both Eddie Stobart and the wider commercial market.
Financial Highlights
-- First half results in line with expectations.
-- Continuing double digit turnover growth with Underlying Revenue1 up 13% to GBP286.8m (2016: GBP253.6m). Reported revenue increased to GBP286.8m from GBP266.4m in the corresponding period in 2016.
-- Underlying EBIT2 increasing 14% to GBP16.9m (2016: GBP14.8m). Reported profit from operating activities; including exceptional items reduced from GBP10.2m to GBP5.6m and Loss for the period of GBP6.3m (2016: profit for the period of GBP1.7m) mainly due to the GBP12.6m of exceptional items, principally relating to the IPO and associated refinancing.
-- Significant increases in our targeted areas of MIB and E Commerce, with Underlying Revenue1 growing 22% and 51% respectively
-- Underlying EBIT2 margin improving to 5.9% (2016: 5.8%). -- Free Cash Flow4 of GBP11.1m representing 56% of Underlying EBITDA2 (2016: (GBP3.4m)). -- Underlying Earnings5 per share of 4.0p. Reported basic earnings per share of (2.5p). -- Net debt of GBP97.7m (2016: GBP186.8m).
-- Interim dividend of 1.4p per share payable on 20 October 2017 to shareholders on the register on 8 September 2017.
1 Underlying Revenue is defined as Revenue less revenue from the exited Ireland retail segment (see note 3).
2 Underlying EBIT is defined as Profit from operating activities before exceptional items, amortisation of acquired intangibles, and the exited Ireland retail segment and after adding back in the Group's share of profit from equity accounted investees. Underlying EBITDA is defined as Underlying EBIT before depreciation of property, plant and equipment (see Note 3).
3 Adjusted profit before tax is defined as profit or loss before tax adding back exceptional items, the exited Ireland retail segment and amortisation of acquired intangibles (see Note 3).
4 Free Cash Flow is defined as Cash generated from operating activities less purchase of property, plant and equipment adding back proceeds from sale of property, plant and equipment and adding back income taxes paid (see Note 3).
5 Underlying Earnings per Share is defined as Profit from operating activities before exceptional items divided by the weighted average basic and diluted number of shares in issue at balance date (see Note 13).
Chief Executive Alex Laffey commented:
"Following our successful IPO in April this year, we have delivered a strong performance in line with our expectations. The acquisition of iForce Group is integrating well and has provided us with a strong platform to develop our e-commerce offer to existing and new customers. Our focus is now on leveraging cross-selling opportunities with existing customers, implementing synergies and developing new business.
Post period end we have further strengthened our offering through the acquisition of Speedy Freight and the remaining 50% stake in The Logistics People.
I am also pleased to announce our maiden interim dividend in line with our progressive dividend policy and underlying our confidence in the business. Our traditionally stronger second half of the year has started encouragingly and we are confident of delivering a full year performance in line with market expectations."
Eddie Stobart Overview
Eddie Stobart is now recognised as one of the UK's leading providers of end to end supply chain solutions.
Key differentiators of our business are:
-- Flexible, scalable operational network which can be leveraged to support future growth.
-- Shared-user consulting led operating model delivering a combination of above average levels of asset utilisation and operational efficiency offering customers a flexible 'pay-as-you-go' model to reflect demand.
-- Operations which span the whole supply chain via road, rail, container movements and contract warehousing offering the full range of end to end logistical services.
-- Continued investment in people and industry relevant skills through our dedicated Training Academy.
-- Well positioned across different markets, with a strong growth focus in E-Commerce and MIB sectors.
-- Long-term contractual relationships with a diversified blue chip customer base.
-- Attractive financial profile with sector leading margins and consistent record of delivering growth both organically and through targeted acquisitions.
Enquiries:
Eddie Stobart Logistics plc (0)1925 605400 Alex Laffey, Chief Executive Officer Damien Harte, Chief Financial Officer FTI Consulting (0)20 3727 1340 Nick Hasell/Alex Le May/ Matthew O'Keeffe Cenkos Securities Plc (0)20 7397 8928 Elizabeth Bowman / Jeremy Osler
Chief Executive's Review
Following Eddie Stobart's successful launch on the AIM Market of the London Stock Exchange on 25 April 2017, I am pleased to announce the results for the six months ended 31 May 2017 and confirm that trading for the period was in line with expectations. I am also delighted to confirm our maiden dividend of 1.4 pence per share.
In the past six months our Board has been established with Philip Swatman as Chairman, together with Stephen Harley and Christopher Casey as Non-Executive directors, joining me and the CFO Damien Harte.
We continue our track record of above industry average turnover growth with Underlying Revenue(1) for the six months to 31 May 2017 growing by GBP33.2m, representing a 13% increase on the comparable period in 2016.
These results reflect continuing organic growth within our existing customer base as well as over GBP25m of new annualised contract wins in the period (the majority benefit of which will be felt in the second half) and the full period effect of the GBP65m of new contract wins from 2016.
Our new business pipeline remains strong with a rolling portfolio of new business opportunities being actioned, the majority of which are in the E-Commerce and MIB sectors.
As anticipated in the Admission document, we completed the acquisition of iForce Group on 27 April 2017. The purchase price was GBP44.9m, which was satisfied by GBP36.9m in cash and GBP8m in shares.
E-Commerce continues to be a growth sector and the acquisition of iForce Group has further bolstered our capability to support clients with fulfilment, carriage and returns management, together with stock clearance services using their proprietary software platform. This business provides services to many well-known, blue chip high-street retailers.
To date the iForce Group has traded to expectations and leveraging synergies and cross-selling opportunities between the two organisations has already commenced. Recent contract wins provide a strong platform for future growth.
We continue to grow with our existing E-Commerce customers and are looking forward to the second half of the year, which is traditionally the busier season supporting online and high street retailers with their logistics and supply chain requirements.
Over the past 18 months we have refocused the business on our new target sectors in order to ensure that Eddie Stobart was a stable and profitable business for its IPO, and is well placed as a platform to support further growth. This has led to a slight decline in our Retail sector turnover during the period due to the expiry of an unprofitable contract that we did not renew in Ireland. A large proportion of that reduction was offset through growth with our other Retail clients.
Consumer revenue continued to grow during the period although the sector has had some commercial challenges due to pressure from its customers. Margin discipline remains a management priority for both existing and new business. We have also continued to grow in the MIB sector with turnover increasing by 25% in the period which reflects our increasing maturity in this sector building upon the full year effect of 2016 contract wins.
In line with the Group's acquisition strategy, since the period end Eddie Stobart has acquired a 50% controlling interest in Puro Ventures Limited, trading as Speedy Freight, which offers nationwide business to business express freight services. This acquisition complements the Group's service offering to business customers in the E-Commerce and MIB sectors and broadens the capability it can provide across the whole supply chain.
Today I am delighted to announce that we have also acquired the remaining 50% of TLP Holdings Limited (parent of The Logistics People Limited). This is consistent with our strategy to utilise and develop the skills and services of the Eddie Stobart Training Academy through the provision of a range of training services and the supply of qualified drivers and warehouse operatives to customers and other logistics service providers.
Further details of these acquisitions are set out in Note 14 to the Interim Financial Statements.
As noted above, the second half is traditionally the Group's stronger period for sales and EBIT as it includes the peak trading periods for customers in Retail, Consumer and E-Commerce. In addition, the second half will benefit from a full six months' contribution from the iForce Group business.
Our operations continue to trade well as we move into the second half of the financial year and we look forward to delivering a full year performance in line with market expectations.
Chief Financial Officer's Review
The statutory revenue and profit for the 6 months ended 31 May 2017 was:
Hot Features
Premium
6 mths 6 mths
ended ended
31 May 31 May
2017 2016
Unaudited Unaudited
Revenue (GBP'm) 286.8 266.4
Profit from Operating
Activities (GBP'm)
(including exceptional
items) 5.6 10.2
Loss / Profit for the
period (GBP'm) (6.3) 1.7
Management believe that a more relevant representation of the financial results for the period is arrived at by excluding the impact of the exited Irish retail segment from the 2016 comparator and by adding back the amortisation of acquired intangibles and exceptional items (the majority of which relate to the IPO and associated refinancing).
This revised presentation of the results is set out below.
6 mths
ended
31 May 6 mths ended
2017 31 May 2016 Growth
------------------------------- -------- ------------- -------
Underlying Revenue(1)
(GBP'm) 286.8 253.6 13%
------------------------------- -------- ------------- -------
Underlying EBIT 2 (GBP'm) 16.9 14.8 14%
------------------------------- -------- ------------- -------
Underlying EBIT2 Margin 5.9% 5.8%
------------------------------- -------- ------------- -------
Free Cash Flow4 11.1 (3.4)
------------------------------- -------- ------------- -------
Free Cash4 flow as percentage
of Underlying EBITDA2 56% (19.0)%
------------------------------- -------- ------------- -------
Revenue
Underlying Revenue(1) for the six months to 31 May 2017 was GBP286.8m, a 13% increase on the comparable period in 2016 (GBP253.6m).
This represents organic growth (particularly in E-Commerce), the full year effect of 2016 contract wins and a limited contribution from 2017 contract wins which will mainly impact the second half year.
Within this 13% overall increase we have seen significant increases in our targeted areas of MIB and E-Commerce. MIB Underlying Revenue(1) grew 22% year on year from GBP66.3m to GBP80.9m. E-Commerce Underlying Revenue(1) grew 51% from GBP24.5m to GBP36.9m.
Underlying EBIT2
Underlying EBIT2 for the period was GBP16.9m, representing a satisfactory 14% increase on the equivalent period in 2016. Underlying EBIT2 margin improved from 5.8% in 2016 to 5.9% in 2017.
Financing costs
Net interest expense before exceptional items for the six month period was GBP6.9m (2016: GBP8.6m) a reduction of GBP1.7m.
As this period included some five months of the previous higher cost financing structure, which was repaid as part of the IPO process, this net interest expense does not fully reflect the significantly reduced cost of the debt structure going forward and this charge will reduce as we move into the second half of the year.
Adjusted Profit before Tax3 and Loss for the period
The resultant Adjusted Profit before Tax(3) was GBP10.0m, a 61% increase on the adjusted comparable figure for 2016 (GBP6.2m). The reported Loss for the period was GBP6.3m (2016: profit for the period of GBP1.7m) as a result of exceptional items of GBP12.6m, principally in relation to the IPO and related refinancing.
Tax
For the half year to 31 May 2017 we have a tax credit of GBP1.3m which reflects the tax deductibility for corporation tax of the majority of the exceptional items incurred in connection with the IPO and refinancing exercise and is calculated at the expected effective tax rate for the year end
Underlying Earnings per share5 and Reported Basic Earnings per share
Underlying Earnings per Share5 is 4.0p per share. Reported basic earnings per share were (2.5p).
Cash Flow and funding
Free Cash Flow4 for the period was GBP11.1m, an improvement of GBP14.5m against the equivalent period in 2016. This represents a cash conversion ratio of underlying EBITDA2 to Free Cash4 of 56% compared with (19%) in 2016.
A significant contributor to this cash flow performance was the much improved working capital position which utilised GBP3.0m compared with an outflow of GBP15.2m in the equivalent period last year. This reflects an increased focus on improved working capital management.
Net Capital expenditure was GBP4.1m, primarily on operational assets (GBP4.3m in 2016).
Net debt at 31 May 2017 was GBP97.7m (2016 - GBP186.8m) which represented a 1.88 times multiple (2016: 4.14 times multiple) of pro forma annual Adjusted EBITDA,6 thereby significantly improving the financial stability of the Group.
IPO
On 25 April 2017 Eddie Stobart was admitted to the AIM market of the London Stock Exchange through a placing of 76m new shares (GBP122m) and a further 5m of shares (GBP8m) were issued in partial payment for iForce Group.
The sources and uses of this funding were as follows:
Sources Uses
------------------------------------------------------- ----------------------------
iForce Group
acquisition Shares* 8.0
-------------------------------------- --------------- ------------ ------ ------
Total
primary Primary
share share
issue issue 122.0 Cash 36.9 44.9
----------- ----------------- ------ --------------- ------------ ------ ------
iForce
Group
consideration* 8.0
----------------------------- ------ --------------- ------------ ------ ------
Debt repayment Term debt 139.0
-------------------------------------- --------------- ------------ ------ ------
Loan notes 33.9 172.9
------------------------------------------------------- ------------ ------ ------
Term loan Exceptional
facility 100.0 Fees items 4.2
------------------------------ ------ --------------- ------------ ------ ------
Offset
to share
proceeds 5.3
------------------------------------------------------- ------------ ------ ------
Capitalised
bank fees 2.7 12.2
------------------------------------------------------- ------------ ------ ------
Total 230.0 230.0
------------------------------ ------ --------------- ------------ ------ ------
* Shares issued in consideration for iForce Group
A share capital reduction undertaken in the listed company converted GBP64.6m share premium into distributable reserves to ensure sufficient reserves are available to satisfy the Group's dividend policy.
Dividend
Eddie Stobart has a progressive dividend policy. An interim dividend of 1.4p per share is declared today for shareholders on the register at the close of business on 8 September 2017 and payable on 20 October 2017.
Borrowing Facilities
On 13 April 2017 the Group entered into a senior facility agreement for GBP100m with Bank of Ireland, BNP Paribas, Allied Irish Banks and KBC Bank NV, maturing in April 2022.
The facility was drawn in full and was used to repay, in part, the previous facility of GBP139m.
Subsequent to the period end the Group entered into a four year interest rate hedging arrangement with a 12 month deferred start date covering GBP60m of the above facility.
At 31 May 2017 the Group also had access to a committed revolving finance facility of GBP65m (May 2016 - GBP40m) which can be increased to GBP75m in certain instances (2016 GBP50m). At 31 May 2017 the Group held net cash of GBP15.7m.
Acquisitions
On 28 April 2017 the Group completed the acquisition of iForce Group for consideration of GBP44.9m (GBP8.0m in shares and GBP36.9m in cash).
Post the Balance Sheet date we acquired 50% of the share capital of Puro Ventures (trading as Speedy Freight) for an initial payment of GBP4.1m. A further payment in respect of this initial 50% shareholding will be due in May 2018, subject to certain agreed EBIT targets being achieved.
On 30 August 2017 the Group also acquired the remaining 50% of TLP Holdings Limited (the parent company of The Logistics People Limited) for consideration of up to GBP6m. GBP5m of this was paid on completion and up to a further GBP1m will be payable by the latest in November 2020, subject to the achievement of certain agreed profit targets. As the Group already fully consolidates the financial results of Logistics People (by virtue of its deemed control over its operations) the impact of this purchase will be to reduce profit attributable to non-controlling interests and to increase earnings per share.
1 Underlying Revenue is defined as Revenue less revenue from the exited Ireland retail segment (see note 3).
2 Underlying EBIT is defined as Profit from operating activities before exceptional items, amortisation of acquired intangibles, and the exited Ireland retail segment and after adding back in the Group's share of profit from equity accounted investees. Underlying EBITDA is defined as Underlying EBIT before depreciation of property, plant and equipment (see Note 3).
3 Adjusted profit before tax is defined as profit or loss before tax adding back exceptional items, the exited Ireland segment and amortisation of acquired intangibles (see Note 3).
4 Free Cash Flow is defined as Cash generated from operating activities less purchase of property, plant and equipment adding back proceeds from sale of property, plant and equipment and adding back income taxes paid.
5 Underlying Earnings per Share is defined as Profit from operating activities before exceptional items divided by the weighted average basic and diluted number of shares in issue at balance date (see note 13).
6 Pro-forma Adjusted EBITDA is defined as Underlying EBITDA for the preceding 12 months at the point of measurement with iForce EBITDA added into the calculations as if acquired and consolidated throughout that period.
Eddie Stobart Logistics plc
("ESL" or the "Group")
Interim Results for the 6 months ended 31 May 2017
Interim Consolidated Income Statement
for the six months ended 31 May 2017
6 months 6 months
ended ended Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
--------------------------------------- ---- ------------ ------------ -------------
Revenue 286,836 266,359 570,177
Cost of sales (226,131) (211,977) (448,986)
-------------------------------------------- ---- ------------ ------------ -------------
Gross profit 60,705 54,382 121,191
Administrative expenses: before
amortisation of acquired intangibles
and exceptional costs (44,128) (38,764) (81,601)
Amortisation of acquired intangibles (4,947) (4,757) (9,509)
-------------------------------------------- ---- ------------ ------------ -------------
Administrative expenses: before
exceptional items (49,075) (43,521) (91,110)
Administrative expenses: exceptional
items 5 (6,022) (699) (3,288)
-------------------------------------------- ---- ------------ ------------ -------------
Total administrative expenses (55,097) (44,220) (94,398)
Profit from operating activities:
including exceptional items 5,608 10,162 26,793
Profit from operating activities:
before exceptional items 11,630 10,861 30,081
-------------------------------------------- ---- ------------ ------------ -------------
Finance income 1 7 5
Finance expenses: before exceptional
items (6,914) (8,574) (15,984)
Finance expenses: exceptional
items 5 (6,621) - -
-------------------------------------------- ---- ------------ ------------ -------------
Net finance expense (13,534) (8,567) (15,979)
-------------------------------------------- ---- ------------ ------------ -------------
Share of profit from equity
accounted investees, net of
tax 343 153 428
(Loss)/profit before tax (7,583) 1,748 11,242
Tax credit/(expense) 6 1,314 (9) (1,332)
-------------------------------------------- ---- ------------ ------------ -------------
(Loss)/profit for the period (6,269) 1,739 9,910
Profit attributable to:
Owners of the Company (7,135) 1,353 9,029
Non-controlling interests 866 386 881
-------------------------------------------- ---- ------------ ------------ -------------
(Loss)/profit for the period (6,269) 1,739 9,910
-------------------------------------------- ---- ------------ ------------ -------------
Earnings per share
Basic - total operations 13 (2.5p) 0.5p 3.3p
Diluted - total operations 13 (2.5p) 0.5p 3.3p
-------------------------------------------- ---- ------------ ------------ -------------
The accompanying notes form part of the interim financial statements.
Interim Consolidated Statement of Comprehensive Income
for the six months ended 31 May 2017
6 months 6 months
ended ended Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
--------------------------------- ----- ------------ ------------ -------------
(Loss)/profit for the
period (6,269) 1,739 9,910
Items that are or may
be reclassified subsequently
to profit or loss:
Foreign currency translation
differences - foreign
operations (204) 243 882
Foreign currency translation
differences - equity-accounted
investees 22 - 92
Effective portion of
changes in fair value
of cash flow hedges - - 285
Total items that are
or may be reclassified
subsequently to profit
or loss (182) 243 1,259
--------------------------------- -------- ------------ ------------ -------------
Total comprehensive
income for the period (6,451) 1,982 11,169
--------------------------------- -------- ------------ ------------ -------------
Total comprehensive
income attributable
to:
--------------------------------- ----- ------------ ------------ -------------
Owners of the Company (7,317) 1,596 10,288
--------------------------------- -------- ------------ ------------ -------------
Non-controlling interests 866 386 881
--------------------------------- -------- ------------ ------------ -------------
Total comprehensive
income for the period (6,451) 1,982 11,169
--------------------------------- -------- ------------ ------------ -------------
The accompanying notes form part of the interim financial statements.
Interim Consolidated Statement of Changes in Equity
for the six months ended 31 May 2017
Attributable to equity holders
of the Company
Share Share Translation Hedge Other Retained Non-controlling Total
capital premium reserve reserve reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
Balance at 30
November
2016 703 64,647 (332) (1,546) - 24,127 87,599 1,831 89,430
(Loss) / profit
for
the period - - - - - (7,135) (7,135) 866 (6,269)
Total other
comprehensive
income - - (182) - - - (182) - (182)
Closure of hedge
reserve - - - 1,546 - - 1,546 - 1,546
Cancellation of
share
premium - (64,647) - - - 64,647 - - -
Issue of capital
(net of costs) 2,876 125,187 - - - (5,386) 122,677 - 122,677
3,579 125,187 (514) - - 76,253 204,505 2,697 207,202
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
Changes in
ownership
interests
in subsidiaries - - - - - - - - -
Acquisition of
subsidiary
with
non-controlling
interests - - - - - - - - -
Dividends paid - - - - - - - - -
Total
contributions
by and
distributions
to owners of the
Company - - - - - - - - -
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
Balance at 31
May
2017 3,579 125,187 (514) - - 76,253 204,505 2,697 207,202
---------------- -------- --------- ----------- -------- -------- --------- ------- --------------- -------
The accompanying notes form part of the interim financial statements.
Interim Consolidated Statement of Changes in Equity
for the six months ended 31 May 2016 (unaudited)
Attributable to equity holders
of the Company
Share Share Translation Hedge Retained Non-controlling Total
capital premium reserve reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 1 December
2015 703 64,647 (1,306) (1,831) 15,098 77,311 - 77,311
Profit for the period - - - - 1,353 1,353 386 1,739
Total other comprehensive
income - - 243 - - 243 - 243
703 64,647 (1,063) (1,831) 16,451 78,907 386 79,293
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Changes in ownership
interests
in subsidiaries
Acquisition of subsidiary
with
non-controlling interests - - - - - - 1,750 1750
Dividends paid - - - - - - (304) (304)
Total contributions
by and distributions
to owners of the Company - - - - - - 1,446 1,446
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 31 May
2016 703 64,647 (1,063) (1,831) 16,451 78,907 1,832 80,739
--------------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
The accompanying notes form part of the interim financial statements.
Interim Consolidated Statement of Changes in Equity
for the year ended 30 November 2016
Attributable to equity holders
of the Company
Share Share Translation Hedge Retained Non-controlling Total
capital premium reserve reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 1 December
2015 703 64,647 (1,306) (1,831) 15,098 77,311 - 77,311
Profit for the year - - - - 9,029 9,029 881 9,910
Total other
comprehensive
income - - 974 285 - 1,259 - 1,259
703 64,647 (332) (1,546) 24,127 87,599 881 88,480
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Changes in ownership
interests
in subsidiaries
Acquisition of
subsidiary
with
non-controlling
interests - - - - - - 1,750 1,750
Dividends paid - - - - - - (800) (800)
Total contributions
by and distributions
to owners of the
Company - - - - - - 950 950
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
Balance at 30
November
2016 703 64,647 (332) (1,546) 24,127 87,599 1,831 89,430
----------------------- --------- --------- ----------- -------- --------- ------- --------------- -------
The accompanying notes form part of the interim financial statements.
Interim Consolidated Statement of Financial Position
as at 31 May 2017
6 months 6 months Year
ended ended ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
-------------------------------- ---- ------------ ------------ -------------
Assets
Non-current assets
Property, plant and equipment 7 45,253 37,750 37,860
Goodwill 10 161,811 135,524 135,524
Intangible assets 11 95,768 88,570 83,819
Investments in equity accounted
investees 1,117 686 939
303,949 262,530 258,142
-------------------------------- ---- ------------ ------------ -------------
Current assets
Inventories 2,530 1,996 2,357
Trade and other receivables 140,080 135,060 133,816
Current tax asset 97 - -
Cash and cash equivalents 17,604 - 14,083
-------------------------------- ---- ------------ ------------ -------------
160,311 137,056 150,256
-------------------------------- ---- ------------ ------------ -------------
Non-current assets
Deferred tax 804 - -
-------------------------------- ---- ------------ ------------ -------------
804 - -
Total assets 465,064 399,586 408,398
-------------------------------- ---- ------------ ------------ -------------
Liabilities
Current liabilities
Loans and borrowings 8 (5,993) (16,921) (6,212)
Trade and other payables (121,029) (98,562) (110,581)
Current tax liability - (1,360) (493)
Deferred tax liabilities - - (1,582)
Provisions (714) (2,429) (1,259)
-------------------------------- ---- ------------ ------------ -------------
(127,736) (119,272) (120,127)
-------------------------------- ---- ------------ ------------ -------------
Non-current liabilities
Loans and borrowings 8 (109,276) (169,909) (173,375)
Employee benefits (42) - -
Trade and other payables (11,515) (16,128) (15,499)
Deferred tax liabilities (7,644) (13,020) (8,944)
Provisions (1,649) (518) (1,023)
-------------------------------- ---- ------------ ------------ -------------
(130,126) (199,575) (198,841)
-------------------------------- ---- ------------ ------------ -------------
Total liabilities (257,862) (318,847) (318,968)
-------------------------------- ---- ------------ ------------ -------------
Net assets 207,202 80,739 89,430
-------------------------------- ---- ------------ ------------ -------------
Equity
Share capital 12 3,579 703 703
Share premium 12 125,187 64,647 64,647
Translation reserve (514) (1,063) (332)
Hedge reserve - (1,831) (1,546)
Retained earnings 76,253 16,451 24,127
-------------------------------- ---- ------------ ------------ -------------
Total equity attributable
to owners of the Company 78,907 87,599
Non-controlling interests 2,697 1,832 1,831
-------------------------------- ---- ------------ ------------ -------------
Total equity 207,202 80,739 89,430
-------------------------------- ---- ------------ ------------ -------------
The accompanying notes form part of the interim financial statements.
Consolidated Cash Flow Statement
for the six months ended 31 May 2017
6 months 6 months
ended ended Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP'000 GBP'000 GBP'000
--------------------------------------- ---- ------------ ------------ -------------
Cash flows from operating activities
(Loss)/profit for the period (6,269) 1,739 9,910
Adjustments for:
Depreciation 3,023 3,085 6,125
Amortisation of intangible
assets 11 4,947 4,757 9,509
Net finance costs 6,621 8,567 15,979
Costs associated with hedge
closure 1,483 - -
Share of profit of equity-accounted
investees, net of tax - (153) (428)
Gain on sale of property, plant
and equipment (941) (68) (1,446)
Equity settled share-based
payment expenses 96 - -
Gain of hedge closure (530) - -
Non-cash exceptional items 4,539 - -
Tax expense 6 (1,314) 9 1,332
Changes in:
Inventories (173) (53) (414)
Trade and other receivables 4,753 (17,637) (18,381)
Trade and other payables 1,264 5,512 9,015
Provisions and employee benefits - (4,207) 290
Deferred income, including
government grant (2,994) 1,332 (1,753)
Foreign exchange losses/(gains) 151 (173) (60)
Cash generated from operating
activities 14,656 2,710 29,678
Net interest paid (6,871) (7,296) (10,328)
Income taxes paid 570 (1,856) (1,674)
Net cash generated from operating
activities 8,355 (6,442) 17,676
------------------------------------------- ---- ------------ ------------ -------------
Cash flows from investing activities
Proceeds from sales of property,
plant and equipment 1,388 870 7,237
Acquisition of subsidiaries,
net of cash acquired (36,993) (1,706) (1,706)
Purchase of property, plant
and equipment (5,496) (5,134) (8,052)
Interest received 1 - -
Dividends received from equity
accounted investees (282) - -
Net cash generated from / (used
by) investing activities (41,382) (5,970) (2,521)
------------------------------------------- ---- ------------ ------------ -------------
Cash flows from financing activities
Proceeds from issue of share
capital 111,933 - -
Drawdown of new borrowings 100,554 - -
Draw down of financing facility,
net of costs (223) - 641
Repayment of bank borrowings
and Eurobond (173,745) (163) (385)
Payment of capital element
of finance lease liabilities (2,277) (2,434) (5,425)
Net cash (used in) / generated
from financing activities 36,242 (2,597) (5,169)
------------------------------------------- ---- ------------ ------------ -------------
Net increase/(decrease) in cash
and cash equivalents 3,215 (15,009) 9,986
Cash and cash equivalents at
the start of the financial period 14,083 4,097 4,097
Effect of exchange rate fluctuations
on cash held 306 - -
Cash and cash equivalents at
the end of the financial period 8 17,604 (10,912) 14,083
-------------------------------------------- ---- ------------ ------------ -------------
The accompanying notes form part of the interim financial statements.
1. Accounting Policies of Eddie Stobart Logistics plc
The consolidated interim financial statements of the Group for the six months ended 31 May 2017 were authorised for issue in accordance with a resolution of the Directors on 30 August 2017. Eddie Stobart Logistics plc is a UK registered company whose ordinary shares are publicly traded on the AIM market of the London Stock Exchange. The principal activities of the Group are described in Note 3.
Basis of preparation
The consolidated financial statements of the Group for the six months ended 31 May 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.
The consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the annual financial statements of Eddie Stobart Logistics plc (formerly Greenwhitestar UK plc) as at 30 November 2016. The financial information set out herein is unaudited but has been reviewed by the auditors, KPMG LLP, and their report to the Company is attached.
The comparative financial information set out in these interim consolidated financial statements does not constitute the Group's statutory accounts for the year ended 30 November 2016 but has been derived from those accounts. Statutory accounts for the period ended 30 November 2016 have been published and KPMG Audit LLC reported on those accounts. Their audit report was unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report. The annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU.
Going concern
The Group has considerable financial resources, together with contracts with a number of customers and suppliers. The financial forecasts show that borrowing facilities are adequate such that the Group can operate within these facilities and meet its obligations when they fall due for the foreseeable future. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully. After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the interim financial statements have been prepared on a going concern basis.
Significant accounting policies
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 30 November 2016. These accounting policies are expected to be applied for the full year to 30 November 2017.
The following new standards and amendments to existing standards have been published and are mandatory for accounting periods beginning on or after 1 January 2018:
IFRS 9 - Financial instruments 1 January 2018 IFRS 15 - Revenue from contracts with customers 1 January 2018 IFRS 16 - Leases 1 January 2019 IFRS 8 - Segmental reporting 1 January 2019*
* The following new standard has not yet been published but is expected to have an implementation date of 1 January 2019.
The Group is currently assessing the potential impact of these new standards, has not applied them early and does not expect to adopt them before the effective dates above. As noted in the annual report, IFRS 16 Leases is expected to have a significant impact on the Group's consolidated financial statements although, at this stage it has not been practicable to quantify the full effect this standard will have upon transition. A number of standards have been modified on miscellaneous points. None of these amendments is expected to have a material effect on the Group's financial statements.
2. Seasonality of operations
Some of our operations are seasonal, with demand for services generally trending higher as the financial year progresses. Whilst this impact is mitigated by operating in different sectors there is still a significant increase in revenue and profits in the second half of the year for the Group as a whole. We aim to further reduce the impact of seasonality by growing in business sectors that have a complementary profile in respect of seasonal trading
3. Segmental Information
Eddie Stobart Logistics plc provides contract logistics services in the UK and Europe. In the year to 30 November 2016 and the six months to 31 May 2017 the Group managed its operations via segments, the performance of which is reported to the board of directors. The segments are set out in the following table. Road Transport represents transport in UK and Ireland, CL & Warehousing represents contract logistics and warehousing services, EU Transport represents transport and vehicle transportation in Europe and Other represents special operations such as Formula 1 transportation, truck-stop parking, motel, restaurant and retail services.
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
Revenue is split
by sector as follows: (Unaudited) (Unaudited) (Audited)
GBP'm GBP'm GBP'm
Revenues
Road Transport 199.3 191.6 415.7
CL & Warehousing 49.1 45.5 94.5
EU Transport 19.9 18.8 38.5
Other divisions, Central
and eliminations 18.5 10.5 21.3
286.8 266.4 570.1
============= ============= =============
Underlying EBITDA
Road Transport 18.7 16.3 43.0
CL & Warehousing 2.6 2.2 4.7
EU Transport 0.8 1.6 3.4
Other divisions, Central
and eliminations (2.2) (1.2) (3.0)
19.9 18.9 48.1
------------- ------------- -------------
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
Underlying EBITDA
margin (Unaudited) (Unaudited) (Audited)
% % %
Road Transport 9.4% 8.5% 10.4%
CL & Warehousing 5.3% 4.8% 5.0%
EU Transport 4.0% 8.5% 8.8%
Other divisions,
Central and eliminations (11.9)% (11.4)% (14.0)%
------------- ------------- -------------
Total 7.0% 7.1% 8.4%
============= ============= =============
Management are currently in the process of evaluating how they look at the business and going forward may move to a sector based segment rather than a function based segment. Revenues presented by sector are shown in the table below.
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'm GBP'm GBP'm
Revenues
Retail 80.0 84.2 173.4
Consumer 74.7 71.4 164.6
Manufacturing, Industrial
& Bulk 80.9 66.3 132.7
E-Commerce 36.9 26.0 49.1
Non sector specific 14.3 18.5 50.3
------------- ------------- -------------
286.8 266.4 570.1
============= ============= =============
Reconciliation to Underlying Revenue, Underlying EBIT, Underlying EBITDA, Adjusted Profit before tax and Free Cash Flow
6 months 6 months
ended ended
31 May 2017 31 May 2016
(Unaudited) (Unaudited)
GBP'000 GBP'000
Reported revenue 286,836 266,359
Impact of exit from Ireland retail
segment - (12,789)
------------------------------------------ ------------ ------------
Underlying revenue 286,836 253,570
Reported profit from operating activities
before exceptional items 11,630 10,861
Amortisation of acquired intangibles 4,947 4,757
Share of profit from equity accounted
investees 343 153
Impact of exit from Ireland retail
segment - (956)
Underlying EBIT* 16,920 14,815
Depreciation 3,023 3,085
------------------------------------------ ------------ ------------
Underlying EBITDA** 19,943 17,900
(Loss) / profit before tax (7,583) 1,748
Amortisation of acquired intangibles 4,947 4,757
Exceptional items 12,643 699
Impact of exit from Ireland retail
segment - (956)
------------------------------------------ ------------ ------------
Adjusted profit before tax*** 10,007 6,248
Cash generated from operating activities 14,656 2,710
Purchase of property, plant and equipment (5,496) (5,134)
Proceeds from sale of property, plant
and equipment 1,388 870
Income taxes paid 570 (1,856)
------------------------------------------ ------------ ------------ Free cash flow**** 11,118 (3,410)
* Adjusted for amortisation of acquired intangibles, profit share of associates and joint venture entities, exceptional items and impact of exit from Ireland retail segment.
** Adjusted for amortisation, depreciation, profit share of associates and joint venture entities, exceptional items and impact of exit from Ireland retail segment
*** Adjusted profit before tax is defined as profit or loss before tax adding back exceptional items, the exited Ireland segment and amortisation of acquired intangibles
**** Free cash flow is defined as Cash generated from operating activities less purchase of property, plant and equipment adding back proceeds from sale of property, plant and equipment and adding back income taxes paid.
4. Acquisition of iForce Group Limited
On 28 April 2017, Eddie Stobart Logistics plc acquired, through its wholly-owned subsidiary ESLL Group Limited, 100% of the share capital of iForce Group Limited, a leading E-Commerce service provider which supports customers with industry-leading software and operational capability. Subsequent to acquisition management performed a review of the carrying value of all of the identifiable assets and liabilities of the aggregated companies within the iForce Group. This review resulted in a number of fair value adjustments as presented in the table below:
Fair value
Identifiable assets acquired recognised
and liabilities assumed Book value Adjustments on acquisition
GBP'000 GBP'000 GBP'000
--------------------------------- ----------- ------------ ----------------
Property, plant, equipment 3,760 (93) 3,667
Intangible assets: intellectual
property and software 1,579 2,767 4,346
Intangible assets: customer
relationships - 12,550 12,550
Deferred tax 6,217 (2,469) 3,748
Trade receivables 4,287 (108) 4,179
Other receivables 4,371 (91) 4,280
Overdraft (230) - (230)
Trade payables (2,179) - (2,179)
Other payables and deferred
income (10,493) (1,162) (11,655)
Total net assets acquired 7,312 11,394 18,706
---------------------------------- ----------- ------------ ----------------
Cash settlement 36,993
Equity settlement 8,000
---------------------------------- ----------- ------------ ----------------
Total consideration transferred 44,993
Goodwill arising on acquisition 26,287
---------------------------------- ----------- ------------ ----------------
The goodwill arising on acquisition represents the projected profitability of the Group, including the assembled workforce, together with further potential to exploit synergies between business units and within the logistics sector as a whole. None of this goodwill is expected to be deductible for corporation tax purposes. The fair value adjustments are provisional.
The consideration was transferred upon acquisition and there is no further contingent consideration. Transaction costs associated with the acquisition were borne by subsidiaries in the Group, and have been taken directly to the income statement.
In its financial year ended 3 July 2016, iForce Group's audited accounts reported revenue of GBP56.3m, operating profit of GBP1.8m and net assets of GBP6.5m.
5. Exceptional items
6 months 6 months
ended ended
Year ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
--------------------------------------- ------------- ------------- -------------
Exceptional items included
in administrative expenses
Costs associated with the IPO
of Eddie Stobart Logistics
plc (3,743) - -
Costs associated with the acquisition
of the iForce Group (494) - -
Other (1,785) (699) (3,288)
Total exceptional items included
in administrative expenses (6,022) (699) (3,288)
Costs associated with the refinancing
of Eddie Stobart Logistics
plc (6,621) - -
--------------------------------------- ------------- ------------- -------------
Total exceptional items included
in finance expenses (6,621) - -
Eddie Stobart Logistics plc was listed on the London Stock Exchange on 25 April 2017, with the consequence that a number of professional and adviser costs were incurred. Management also considered the transaction costs and adviser fees relating to the acquisition of iForce Group to be non-trading. Both of these items have therefore been classified as exceptional.
Other exceptional items in the current period include legal and employment costs relating to restructuring and costs associated with the discontinuation of the Ireland retail segment within the Transport business. Other exceptional costs incurred in the prior year also included costs incurred as a consequence of the entrance into new markets. These costs have also been separately classified as exceptional to allow a clearer view of the underlying performance of the business.
Within finance costs a new term loan was arranged in parallel to the listing, with the result that the residual capitalised bank fees relating to the previous loan were written off to the income statement.
6. Taxation
Total tax charged in the Income Statement in respect of continuing operations
6 months 6 months
ended ended
Year
ended
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
--------------------------------------- ------------- ------------- -------------
Current income tax
UK Corporation tax
UK corporation tax (972) 400 2,888
Overseas corporation tax 275 701 1,277
Adjustments in respect of prior
periods - (748) (1,495)
Total current tax charge (697) 353 2,670
--------------------------------------- ------------- ------------- -------------
Deferred taxation credit
Origination and reversal of temporary
differences (617) (267) (854)
Adjustments in respect of prior
periods - - 205
Effect of rate change on opening
balance - (95) (689)
--------------------------------------- ------------- ------------- -------------
Total (credit)/charge in the
income statement (1,314) (9) 1,332
7. Property, Plant and Equipment
Additions and disposals
During the six months ended 31 May 2017, the Group developed leaseholds or acquired plant and equipment assets with a cost of GBP7,879,000 (2016: GBP4,612,000). This included the development at the two Truckstop sites in Rugby and Carlisle, in addition to the purchase via finance lease of a number of new vehicles and trailers.
Property, plant and equipment assets with a book value of GBP446,000 (2016: GBP802,000) were disposed of by the Group during the six months ended 31 May 2016, resulting in a profit of GBP941,000 (2016: GBP52,000).
Capital commitments
At 31 August 2017, the Group had capital commitments of GBP2,152,000 (2016: GBP3,170,000), principally relating to development of leased sites in Sherburn, Lutterworth, Rugby and Dagenham.
8. Financial Assets and Liabilities
31 May 31 May 30 November
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
--------------------------- ----------------- ------------ ------------ -----------
Current
Finance lease and hire
purchase obligations 4,101 4,399 4,360
Bank loans and overdraft 1,892 12,522 1,852
5,993 16,921 6,212
------------------------------------------------ ------------ ------------ -----------
Non-current
Term loan and capitalised
bank fees 97,466 130,869 131,708
Bank loans 2,178 1,253 1,794
Loan notes, including
interest - 30,589 32,346
Finance lease and hire
purchase obligations 9,632 7,198 7,527
------------------------------- ----------------- ------------ ------------ -----------
109,276 169,909 173,375
------------------------------------------------ ------------ ------------ -----------
Total Loans and borrowings 115,269 186,830 179,587
-------------------------------------------------- ------------ ------------ -----------
Cash (17,604) - (14,083)
Net debt 97,665 186,830 165,504
-------------------------------------------------- ------------ ------------ -----------
Finance facilities
Borrowing facilities
On 13 April 2017, the Group signed a new senior facility agreement with a new syndicate of lenders, providing a finance facility of GBP100.0m with associated fees of GBP2.7m. The facility is secured on the shares of the subsidiaries of the Group, is subject to a variable rate of interest and subject to certain conditions is repayable in full in April 2022. On 25 April 2017, the Group drew down the full finance facility of GBP100.0m and repaid the previous finance facility of GBP139.0m. The residual capitalised bank fees associated with the previous facility of GBP6.6m were taken directly to the income statement and have been classified as an exceptional item.
Included in the analysis above are financing fees of GBP2.7m on the new facility at 31 May 2017 (31 May 2016: GBP8.2m), which have been netted against the principal term loans outstanding. During the period refinancing fees of GBP0.8m (31 May 2016: GBP0.8m) were amortised through the consolidated income statement.
In the UK, the Group also has access to a revolving finance facility of up to GBP75.0m (31 May 2016: GBP50.0m) though normally restricted to GBP65.0m (31 May 2016: GBP40.0m), which is dependent upon and secured against assets within the Group. The facility is subject to a variable rate of interest and is in place until 2021.
The Group has finance facilities in Belgium which are secured against assets in that region and comprise an overdraft of EUR1.5m, subject to a variable rate of interest and available over 7 years to 2021, and a loan of EUR3.0m, subject to a fixed rate of interest and repayable in equal quarterly instalments over 7 years to 2021. During the year a new facility of EUR1.5m has been agreed at a fixed rate of interest and repayable in equal quarterly instalments over 5 years to 2021. The facilities are secured against specific assets in the Group.
Loan notes
On 27 April 2017 the loan notes of GBP33.9m (31 May 2016: GBP30.6m) were repaid to Greenwhitestar Holding Company 2.
9. Dividends
An interim dividend of 1.4p per share was declared by the Board of directors at the date of publication of these financial statements. It will be paid on 20 October 2017 to shareholders whose name appears on the register at close of business on 8 September 2017. The interim dividend, amounting to GBP5,000,000, has not been recognised as a liability in this interim financial information. It will be recognised in the shareholders' equity in the year to 30 November 2017.
10. Goodwill
General
Transport Ports Automotive TLP Holdings iForce Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- ------- ---------- ------------ ------- -------
Goodwill at 30 November
2016 125,574 5,559 1,000 3,391 - 135,524
Goodwill at 31 May
2017 125,574 5,559 1,000 3,391 26,287 161,811
------------------------ ---------- ------- ---------- ------------ ------- -------
Details of the acquisition of iForce Group can be found in Note 4.
11. Intangible assets
Brand Customer
Software names relationships Total
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- -------- ------- -------------- -------
Cost
At 1 December 2015 - 22,300 86,876 109,176
Additions in the year - - -
---------------------------- -------- ------- -------------- -------
At 30 November 2016 - 22,300 86,876 109,176
Additions in the period - - - -
Additions on acquisitions
of business combinations 4,346 - 12,550 16,896
---------------------------- -------- ------- -------------- -------
At 31 May 2017 4,346 22,300 99,426 126,072
---------------------------- -------- ------- -------------- -------
Amortisation and impairment
At 1 December 2015 - 6,195 9,653 15,848
Amortisation charge
for the year - 3,717 5,792 9,509
---------------------------- -------- ------- -------------- -------
At 30 November 2016 - 9,912 15,445 25,357
Amortisation charge
for the period 123 1,858 2,966 4,947
---------------------------- -------- ------- -------------- -------
At 31 May 2017 123 11,770 18,411 30,304
---------------------------- -------- ------- -------------- -------
Net book value
At 30 November 2016 - 12,388 71,431 83,819
---------------------------- -------- ------- -------------- -------
At 31 May 2017 4,223 10,530 81,015 95,768
---------------------------- -------- ------- -------------- -------
12. Share capital
No. Share Share
of shares capital premium
'000 GBP'000 GBP'000
-------------------------------------------- ----------- --------- ---------
Ordinary shares in issue at 31 May
2016 and 30 November 2016 703 703 64,647
Conversion of share premium into
share distributable reserves - - (64,647)
Bonus issue of 2,063,688 shares at
GBP1.00 each 2,064 2,064 -
Subdivision of shares creating 273,902,112
shares at GBP0.01p each 273,902 - -
Issuance of 81,250,000 GBP0.01p new
shares for GBP1.60 net of costs 81,250 812 125,187
------------------------------------------------- ----------- --------- ---------
Ordinary shares in
issue at 31 May 2017 357,919 3,579 125,187
------------------------------------------------- ----------- --------- ---------
13. Earnings per share
Basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
6 months 6 months
ending 31 ending 31
May 2017 May 2016 2016
(Unaudited) (Unaudited) (Audited)
After After After
exceptional Underlying exceptional Underlying exceptional Underlying
Total operations items Trading* items Trading* items Trading*
---------------------------- ------------ ---------- ------------ ---------- ------------ ----------
Profit / (loss) attributed
to equity shareholders
(GBP'000) (7,135) 11,630 1,353 10,861 9,029 30,081
Basic and diluted weighted
average number of shares
(000) 290,210 290,210 276,668 276,668 276,668 276,668
Basic earnings per share
for total operations (2.5p) 4.0p 0.5p 3.9p 3.3p 10.9p
---------------------------- ------------ ---------- ------------ ---------- ------------ ---------- Diluted earnings per share for total operations (2.5p) 4.0p 0.5p 3.9p 3.3p 10.9p ---------------------------- ------------ ---------- ------------ ---------- ------------ ----------
* Underlying Trading refers to Profit from operating activities before exceptional items. Management believe that Underlying Trading is a more relevant representation of the financial results for the period given the significant exceptional IPO and refinancing related costs incurred during the period. An alternative measure of earnings per share has been presented on this basis.
14. Events after the Balance Sheet
Speedy Freight
Post balance sheet date the Group entered into an agreement to purchase 50% of the shares in Puro Ventures Limited, which trades as Speedy Freight. In the view of management the acquisition of the remaining 50% is probable through the existence of a call option and a put option, exercisable in future periods. The ability of the Group to direct the relevant activities of the business means that the Group is expected to meet the criteria for assessing control as set out in IFRS 10. As such Speedy Freight will be consolidated into future trading performance.
The total consideration of GBP16,644,000 acquired net assets with a book value of GBP1,093,000, primarily relating to property plant and equipment of GBP61,000 and working capital balances of GBP1,030,000. A detailed fair value exercise to determine the expected level of total consideration and the value of intangible assets and goodwill will be undertaken in the second half of the year.
Speedy Freight has a rapidly growing franchise model and this goodwill represents anticipated future growth by increasing the number of branches around the UK.
TLP Holdings
Post balance sheet date, AHL Anglia Limited, a subsidiary of the Group, entered into an agreement with Carl Stairs to acquire the remaining 50% shares in TLP Holdings Limited ("TLP"), having acquired the initial 50% of TLP's shares in January 2016. TLP provides driver related services and is expected to support the Group with its anticipated growth plans, primarily through the recruitment of drivers for the Group's fleet.
The total consideration comprises an initial payment of cash of GBP5,050,000 and deferred consideration of up to GBP2,000,000, based on EBT targets for the years ended 30 November 2017, 30 November 2018 and 30 November 2019 which management currently expect to be met. TLP contributed GBP3,718,000 of external revenue to the Group for the 6 months ended 31 May 2017 (2016: GBP818,000), earning profit before tax of GBP640,000 (2016: GBP90,000). A detailed fair value exercise, as for Speedy Freight, will take place in the second half of the year.
As at 31 May 2017, TLP had net assets of GBP2,210,821, primarily relating to cash of GBP1,944,623, property plant and equipment of GBP219,248 and working capital balances of GBP83,866.
For both the Speedy Freight and TLP acquisitions, given the proximity of these acquisitions compared to the date of the interim financial statements a full analysis of acquisition fair values, and the valuation of intangible assets, is not yet available. This information will be provided at the year-end.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EASPEDSNXEFF
(END) Dow Jones Newswires
August 31, 2017 02:00 ET (06:00 GMT)
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