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South East Water Limited Half-year Report (4252K)

14/12/2018 7:00am

UK Regulatory


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TIDM53HO

RNS Number : 4252K

South East Water Limited

14 December 2018

South East Water Limited

Condensed group financial statements

for the six months ended 30 September 2018

Registered number 02679874

 
 Contents 
 
 O   Chairman's introduction 
 O   Statement of directors' responsibilities 
 O   Condensed group income statement 
 O   Condensed group statement of comprehensive income 
 O   Condensed group statement of financial position 
 O   Condensed group statement of changes in equity 
 O   Condensed group statement of cash flows 
 O   Notes to the condensed group financial statements 
 

Chairman's introduction

I am pleased to present our interim report for the six months ended 30 September 2018.

Our vision is to be the water company people want to be supplied by and want to work for. This has been a period of intense activity for the company and its employees as we continue to strive to realise our vision and deliver on the commitments within our 2015 to 2020 business plan, deal with particular operational challenges from this summer's drought, and at the same time look to the future with the preparation of our draft Water Resources Management Plan (WRMP) and our ambitious business plan for the 2019 Price Review (PR19), which will take us through to 2025 and beyond.

Our 2015 to 2020 business plan puts customer satisfaction at the heart of everything we do. Our future plans build on this and on our commitments to both the environment and the communities in which we work, as we aim to take the lead on responsible business practice and to make a positive contribution to wider society.

Customer satisfaction, responsibly delivered

Our business plan for the 2020 to 2025 period was submitted to Ofwat in early September and simultaneously published on our website. This plan has been shaped with strong involvement of customers and community groups throughout the areas we serve and will see the company invest a further GBP472.0 million to improve the local water infrastructure over the five year period.

We have carried out a very extensive programme of research, discussions and consultations with some 13,000 customers, stakeholders, retailers, businesses, employees and an independent Customer Challenge Group chaired by Zoe McLeod. We would like to thank everyone who played a part in helping to shape our plans.

Our plan incorporates a comprehensive suite of ambitious commitments to improve performance in areas such as leakage and interruptions, water quality, greenhouse gas emissions, environmental impact, support for vulnerable customers and, of course, customer satisfaction. These commitments are backed by performance penalties if targets are missed, and rewards for out-performance. As an illustration of the level of ambition implicit in the plan, if we were unable to improve on our current performance levels we would incur a penalty of GBP35.0 million.

While delivering all these improved outcomes, the proposed average annual household bill is maintained at GBP204 before inflation for the next five years.

We now await Ofwat's assessment of our plan through a process which will run to the end of 2019.

Keeping water flowing whatever the weather

By the early summer we were starting to experience above average demand for water leading to the stepping up of our water efficiency messaging and a campaign encouraging customers to use water wisely during the heatwave, a recurring theme for the entirety of the summer in which the whole country experienced hotter than normal conditions for a number of weeks.

During this time our production teams geared up to produce an extra one hundred million litres of drinking water per day at the peak with employees working around the clock to produce the extra water needed.

Although the amount of untreated, raw water, available in reservoirs and aquifers was good for the time of year, and remained so throughout the hot weather, we asked customers to save water in order to help us meet demand for extra supplies of processed drinking quality water at peak times of the day.

We also joined forces with other water companies in the south east of the country to run a water-saving campaign in local media and radio, focussed on water-saving measures and the need for prudence when contemplating the use of such things as paddling pools and garden sprinklers. While demand was higher than normal throughout the summer, we believe the combined effects of our metering programme and customer communications helped keep the demands at manageable levels and we thank everyone who did their bit to save water.

Many of the activities we undertook during the summer, particularly in customer communications, benefited from lessons learned from the extreme freeze/thaw event we experienced at the end of 2017/18. Ofwat completed its own review into the impact of the freeze/thaw event across the whole country and the lessons to be learned. They set out where our plans worked well and where improvements could be made. We published our action plan in response to this on 28 September 2018 which included 61 actions we have agreed to. We will work closely with the industry to ensure best practice approaches are built into our emergency plans for any such future events.

Pure know h(2) ow in action

In May we started construction of the company's largest ever single investment at the Keleher Water Treatment Works at Bray in Berkshire. This GBP21 million project will increase the capacity of the Keleher plant, which treats water extracted from the River Thames to drinking water standards from the current 45 million litres per day to 68 million litres per day.

The work got underway with a site clearance programme involving the removal of approximately 25,000 cubic metres of earthworks. Thanks to the dry summer weather this was completed ahead of schedule.

Within our water quality projects, we are seeing some really encouraging results in reducing what is known as the discolouration contact rate. This is a measure of the number of contacts we get from customers raising concerns over the appearance of their water. Such incidents can be the result of a number of factors but are largely based on the build-up over time of naturally occurring iron and manganese deposits within the distribution pipework network. This is being addressed through a pipework flushing programme and improvements to treatment work performance. In the nine months from January to September 2018 we received 1,042 discolouration contacts whereas, in the same period in 2017 we received 1,413 contacts. We expect further improvement as the programme continues.

Customer engagement and satisfaction

Between February and May 2018 we consulted on our latest draft Water Resources Management Plan, speaking to hundreds of customers and stakeholders across our supply area to gather their thoughts and opinions on our proposal which looks 60 years into the future.

After reviewing the representations alongside new data which has been made available to us we made a number of changes to our plan, including the reduction of leakage by 15 per cent by 2025, halving the amount of leakage from our current position to 44 million litres a day by 2050 and adopting a more ambitious target for water efficiency which, in the long term, could save an extra 150 million litres a day by 2080.

A national survey by the Institute of Customer Service's UK Customer Satisfaction Index (UKCSI), that measures customer satisfaction across the UK, placed us eighth in the utility sector out of 28 organisations surveyed.

Based on 45,000 survey responses from across the country, the UKCSI gives a unique insight into the quality of customer service in the UK, looking at a range of satisfaction measures such as reliability and helpfulness of staff.

We were clearly very pleased our continued success in improving our customer experience has been reflected in the UKCSI. Our work is on-going to make our customer experience a smooth and positive one, and we have recently carried out a number of initiatives such as continued improvements to our responsive website services, and introducing 'One Bill' so we now also bill wastewater charges on behalf of 460,000 customers of Southern Water. This has been an important improvement for customers as many have said they wanted to be able to manage their water and wastewater bill through one account, just as our customers who have Thames Water as their wastewater service provider have done for many years.

Making a positive impact for society

The company has committed to continue to build our environment, social and governance (ESG) framework during the year and we aim to be a recognised leading responsible business. Within the new business plan we have developed a responsible business strategy and 10 new responsible business commitments to reflect the actions and behaviours customers expect a responsible business to display.

Environment

Congratulations are in order for our environmental team for scooping the Water Industry Awards prize for Water Resilience Initiative of the Year for our pioneering water and farming partnership called 'Together we knowh(2) ow'. This project has also recently been shortlisted for the Utility Week Awards.

Working closely with farmers and landowners the initiatives aim is to stop soils, fertiliser and pesticides washing from fields into rivers and groundwater resources. This prevents the expense of removing these substances at the water treatment works, and means farmers and landowners benefit by losing less of these substances to waste.

We are proud of our environmental record and we continue to celebrate our many successes in conserving, protecting and developing wildlife habitats at many of our sites.

20 years of careful habitat management at our Deep Dean Water Treatment Works in East Sussex has paid off for one of Britain's most endangered insects, as the wart-biter cricket makes a successful return to the South Downs. Working alongside Natural England, Buglife, the Zoological Society of London and the South Downs National Park Authority, we carried out our third release of the rare species last year. Now, following two recent surveys, 14 new crickets have been found in the area.

The grayling butterfly, Hipparchia Semele, one of the country's most threatened species has been spotted within the heathland restoration corridor created by South East Water after a five-kilometre strategic water main was laid through Swinley Forest near Bracknell in 2015. As part of the GBP6.5 million project, we formed the wide wildlife corridor to create heathland that enables species, such as the grayling butterfly, to thrive.

Social

This year we became the first water company to achieve the BSI (British Standards Institution) verification certification for BS 18477, demonstrating the organisation provides a comprehensive service for identifying and responding to vulnerable customers, something which is a priority for our business. This includes how our Customer Care Team will provide support if people are in financial difficulty, or need bottled water deliveries during a supply interruption.

As a local water supplier we aim to engage with our customers at every opportunity, a total of 2,400 people interacted with our staff at a wide range of community events during the first half of the year. These events included drop-in sessions for engineering schemes, open days at our reservoirs and water treatment works, school talks, plus fetes, fairs and attendance at other outside events with our trailer unit.

In addition we issued 111,000 letters to customers about forthcoming engineering work's and kept our community leaders informed with news and updates about construction projects and incidents in their areas. Our automated emailing system allows us to track the number of emails opened and see where recipients click on links in the message for further information from the company.

We have a staff council which is a partnership between the company, employee representatives and the trade union, UNISON. This group has worked successfully for a number of years and is always well-informed of any changes taking place. We believe firmly engaged employees go the extra mile to deliver great service.

A new appraisal system entitled iReview has been introduced, which is based on self and manager assessments. The percentage of staff receiving an iReview rating was 87. This is a great start and we hope to increase engagement further.

Governance

The Board is committed to maintaining the highest standards of corporate governance and transparency. We fully comply with Ofwat's defined governance requirements, including maintaining an independent Chairman and having a larger number of independent Non-executive directors (iNeds) than either shareholder representative directors or executive directors.

In July we appointed Célia Pronto as a new iNed, in anticipation of Emma Gillthorpe's retirement after completing six years of service in September. Célia brings extensive relevant experience in customer engagement and digital. I would like to formally welcome Célia to the Board and thank Emma for her contribution over the past six years.

In terms of reporting and transparency, we were pleased that our published Company Monitoring Framework was assessed by Ofwat in November 2017 as being in the highest "Self-assured" category. Only two other of the 18 water utilities were in this category and we are the only one to be assessed at this level for two years running.

Group structure

In April 2017 Ofwat introduced competition in retail activities for Non- Household Customers. This required us to separate our related retail activities into a standalone business which competes with other retailers in our supply area. On 1 July this year we completed the sale of the Non-Household business to Castle Water and hence we no longer provide Non-Household retail services. We have worked closely with Castle Water to ensure a smooth transition for customers.

A significant portion of the group's debt facilities mature in September 2019 and work has now started to put new facilities in place well ahead of that date. The amount payable on maturity will be in the region of GBP311 million. As part of this process the group's gearing ratio will be reduced by the injection of GBP54 million of equity by the group's shareholders. The balance of the repayment will be raised by new loan funding.

Results and key financial performance indicators

The results published in this statement summarise our performance for the six month period to 30 September 2018. The financial statements are prepared under International Financial Reporting Standards ("IFRS") and incorporate the performance of South East Water Limited and our subsidiary, South East Water (Finance) Limited.

Revenue for the period was GBP121.0 million compared with GBP114.5 million for the same period in the previous year. The increase of GBP6.5 million is largely due to the change in our accounting policy for developer contributions and similar receipts following the adoption of IFRS 15 which has led to GBP3.1 million of additional revenue being reported in the income statement. An increase in prices averaging 4.6 per cent for the year amounted to GBP5.1 million of increased revenue coupled with an increase in consumption due to the hot summer weather amounted to GBP0.7 million. This is partially offset by the impact of metering which has reduced revenue by GBP2.0 million and GBP0.5 million less revenue from non-household customers.

Net operating costs for the period to 30 September 2018 were GBP84.9 million, which is some GBP5.9 million higher than the corresponding period last year. This was primarily due to higher contractor and staff costs due to an increase in reactive maintenance, including mains bursts on the network, of GBP1.8 million and the impact of IFRS 15 on the treatment of the costs and associated contributions for properties that are connected to our water supply of GBP1.0 million.

Additionally, increased depreciation due to the continued high investment in the company's assets of GBP1.3 million, additional costs of GBP0.8 million relating to the heatwave during the summer and GBP1.0 million of other inflationary costs added to the higher operation costs in the year when compared to the previous year.

Operating profit was GBP42.4 million for the period to 30 September 2018 which compares with GBP39.3 million in the prior year. Operating profit as a percentage of revenue has increased from 34.3 per cent in the first half of 2017/18 to 35.1 per cent in the current year.

Finance costs have decreased by GBP1.2 million from GBP27.0 million to GBP25.8 million. This reflects the lower fair value charge for our interest rate swap, as it nears maturity, of GBP2.6 million offset by GBP1.4 million of increased indexation on our other loans and bonds due to higher inflation during the period to 30 September 2018.

Profit before tax was GBP27.7 million compared with GBP14.7 million for the same period last year. This represents 22.9 per cent of revenue compared with 12.8 per cent for the corresponding period last year.

The company has incurred a tax charge of GBP2.7 million in the period compared to GBP1.7 million for the period to 30 September 2017, being GBP0.1 million of current tax on our ordinary operations and GBP2.6 million of deferred tax.

As a result of the above, profit after tax has increased from GBP13.0 million to GBP25.0 million for the first six months of the year.

Our dividend policy allows for dividends to be paid to our parent company which ensures that intercompany financial obligations are able to be settled. The increase in dividend this year of GBP5.0m, compared with the same period last year, relates to additional financial requirements of our parent and is in line with our dividend policy. The dividend paid by the Group's ultimate UK parent company was maintained at the same level as the prior year.

Net cash generated from operations was GBP79.4 million for the period to 30 September 2018 compared to GBP64.5 million in the same period for the previous year. This reflects a GBP14.9 million improvement in cash collections across the business, including GBP2.0 million in respect of income from commercial operations, when compared to the prior year.

Interest of GBP9.1 million (2017: GBP8.8 million) due on 30 September 2018 has been paid in October in both the current and previous financial years due to the due date falling at a weekend.

We continue to comply with the financial covenants set out in our securitisation structure and continue to hold ratings from Moody's and Standard & Poor's consistent with the requirements of both our securitisation and our instrument of appointment.

Principal risks and uncertainties

The principle risks and uncertainties facing the business are set out in the Strategic Report within the group's Annual Report for the financial year 2017/18, which can be found on the South East Water website.

Going concern

The directors are satisfied that the group has sufficient resources to continue in operation for the foreseeable future; a period of not less than 12 months from the date of this report.

Looking ahead

For the rest of this year and through 2019 we will continue to focus on delivering improved customer service and successfully closing out the current business plan while devoting increasing attention to developing detailed and innovative proposals for the execution of the next five year business plan. Innovation is key to delivering these ambitious targets and we are working with staff, partners and the supply chain to drive this innovation forward.

On behalf of the Board I would like to thank all the employees and business partners at South East Water who have worked tirelessly over the last six months. It has been an exceptional start to the year and our people have worked with dedication and passion throughout in order to keep delivering great customer service in challenging operational conditions, while also planning ahead for the long-term growth of the south east region and ensuring we maintain an excellent and resilient water service and a sustainable future for the local communities we work for.

Nick Salmon

Chairman

14 December 2018

Statement of directors' responsibilities

The directors confirm that to the best of their knowledge:

-- the condensed group financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by the European Union; and

-- the condensed group statements herein include a fair review of the information required by the Disclosure and Transparency Rules 4.2.7R.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the group financial statements comply with the Companies Act 2006. They are responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Paul Butler

Managing Director

14 December 2018

Condensed group income statement

for the six months ended 30 September 2018

 
                                                   Six months                Six months 
                                                        ended                     ended 
                                                 30 September              30 September 
                                                         2018                      2017 
                                        Notes          GBP000                    GBP000 
 
 Revenue                                  4           120,986                   114,450 
 
 Group net operating costs                6          (84,900)                  (79,009) 
 Other income                             4             6,336                     3,840 
 
 Group operating profit                                42,422                    39,281 
 
 Profit on disposal of non-household 
  customer base                           7             8,165                         - 
 Finance costs                            8          (25,765)                  (26,957) 
 Finance income                           9             2,859                     2,349 
 
 Profit before taxation                                27,681                    14,673 
 
 Taxation                                10           (2,715)                   (1,662) 
                                               --------------  ------------------------ 
 
 Profit for the period                                 24,966                    13,011 
                                               --------------  ------------------------ 
 
 Earnings per share 
 Basic and diluted from continuing 
  operations                                           50.63p                    26.38p 
                                               --------------  ------------------------ 
 

Condensed group statement of comprehensive income

for the six months ended 30 September 2018

 
                                                     Six months               Six months 
                                                          ended                    ended 
                                                   30 September             30 September 
                                                           2018                     2017 
                                                         GBP000                   GBP000 
 
 Profit for the period                                   24,966                   13,011 
                                         ----------------------  ----------------------- 
 
 Items that will not be reclassified 
  subsequently to profit or loss: 
  Re-measurement of defined benefit 
   liability                                              1,534                  (3,159) 
  Deferred tax on defined benefit 
   pension schemes                                        (262)                      537 
 
                                                          1,272                  (2,622) 
                                         ----------------------  ----------------------- 
 
   Total comprehensive income for the 
   period attributable to Owners of 
   the Company                                           26,238                   10,389 
                                         ----------------------  ----------------------- 
 

Condensed group statement of financial position

as at 30 September 2018

 
                                                          30 September               31 March    30 September 
                                                                  2018                   2018            2017 
                                       Notes                    GBP000                 GBP000          GBP000 
 
 Non-current assets 
 Intangible assets                      12                      11,137                 10,758          10,830 
 Property, plant and equipment          13                   1,528,087              1,501,707       1,480,018 
 Amount due from parent undertaking     17                     189,918                190,013         190,013 
 Defined benefit pension surplus                                25,086                 21,229           8,104 
 
                                                             1,754,228              1,723,707       1,688,965 
                                              ------------------------  ---------------------  -------------- 
 
   Current assets 
 Inventories                                                       334                    236             219 
 Trade and other receivables            14                      77,314                 78,255          77,336 
 Cash and cash equivalents              15                      26,082                  6,528          27,697 
 
                                                               103,730                 85,019         105,252 
                                              ------------------------  ---------------------  -------------- 
 
   Total assets                                              1,857,958              1,808,726       1,794,217 
                                              ------------------------  ---------------------  -------------- 
 
 Current liabilities 
 Loans and borrowings                  17/18                 (219,782)               (20,000)        (15,000) 
 Derivative financial instruments       17                   (105,143)                      -               - 
 Trade and other payables               19                   (119,806)               (94,379)       (110,544) 
 Deferred income                                               (6,714)                (7,593)         (7,169) 
 Provisions                                                    (2,495)                (2,515)         (2,361) 
 
                                                             (453,940)              (124,487)       (135,074) 
 
 Non-current liabilities 
 Loans and borrowings                  16/17                 (708,324)              (900,897)       (888,586) 
 Derivative financial instruments      16/17                         -              (104,169)       (104,501) 
 Trade and other payables               16                     (5,791)                (5,979)         (5,347) 
 Net deferred tax liabilities                                (142,895)              (140,085)       (133,080) 
 Defined benefit pension liability                                   -                      -         (1,378) 
 Deferred income                         3                     (3,690)               (74,471)        (72,157) 
 
                                                             (860,700)            (1,225,601)     (1,205,049) 
                                              ------------------------  ---------------------  -------------- 
 
   Total liabilities                                       (1,314,640)            (1,350,088)     (1,340,123) 
                                              ------------------------  ---------------------  -------------- 
 
 Net assets                                                    543,318                458,638         454,094 
                                              ------------------------  ---------------------  -------------- 
 
 Equity 
 Ordinary share capital                                         49,312                 49,312          49,312 
 Revaluation reserve                                           253,820                256,396         258,965 
 Retained earnings                                             240,186                152,930         145,817 
                                              ------------------------  ---------------------  -------------- 
 
   Total equity                                                543,318                458,638         454,094 
                                              ------------------------  ---------------------  -------------- 
 

The notes below are an integral part of these condensed group financial statements.

Condensed group statement of changes in equity

for the six months ended 30 September 2018

 
 
                                         Issued     Revaluation            Retained 
                                  share capital         reserve            earnings      Total equity 
                                         GBP000          GBP000              GBP000            GBP000 
 
 At 31 March 2018                        49,312         256,396             152,930           458,638 
 IFRS 15 adoption (see 
  note 3)                                     -               -              72,442            72,442 
                                ---------------  --------------  ------------------  ---------------- 
 
   At 1 April 2018                       49,312         256,396             225,372           531,080 
                                ---------------  --------------  ------------------  ---------------- 
 
 Profit for the period                        -               -              24,966            24,966 
 Other comprehensive income                   -               -               1,272             1,272 
 
   Total comprehensive income                 -               -              26,238            26,238 
 Dividends (see note 11)                      -               -            (14,000)          (14,000) 
 Amortisation of revaluation 
  reserve                                     -         (3,063)               3,063                 - 
 Release revaluation on 
  disposals                                   -            (34)                  34                 - 
 Deferred tax on reserve 
  releases                                    -             521               (521)                 - 
 
   At 30 September 2018                  49,312         253,820             240,186           543,318 
                                ---------------  --------------  ------------------  ---------------- 
 

for the six months ended 30 September 2017

 
 
                                         Issued     Revaluation    Retained 
                                  share capital         reserve    earnings   Total equity 
                                         GBP000          GBP000      GBP000         GBP000 
 
 At 1 April 2017                         49,312         261,549     141,844        452,705 
                                ---------------  --------------  ----------  ------------- 
 
 Profit for the period                        -               -      13,011         13,011 
 Other comprehensive loss                     -               -     (2,622)        (2,622) 
                                ---------------  --------------  ----------  ------------- 
 
   Total comprehensive income                 -               -      10,389         10,389 
 Dividends (see note 11)                      -               -     (9,000)        (9,000) 
 Amortisation of revaluation 
  reserve                                     -         (3,064)       3,064              - 
 Release revaluation on 
  disposals                                   -            (43)          43              - 
 Deferred tax on reserve 
  releases                                    -             523       (523)              - 
 
   At 30 September 2017                  49,312         258,965     145,817        454,094 
                                ---------------  --------------  ----------  ------------- 
 

Condensed group statement of cash flows

for the six months ended 30 September 2018

 
                                                            Six months      Six months 
                                                                 ended           ended 
                                                          30 September    30 September 
                                                                  2018            2017 
                                                 Notes          GBP000          GBP000 
 
 Operating activities 
 Net cash flow from operating activities                        79,424          64,450 
 Interest received                                               2,540           2,225 
 Interest paid                                                 (9,120)         (6,337) 
 Group tax relief paid                                           (652)         (2,000) 
 
   Net cash flow before investing and 
   financing activities                                         72,192          58,338 
                                                        --------------  -------------- 
 
 Investing activities 
 Proceeds from sale of property, plant 
  and equipment                                                    639             103 
 Purchase of property, plant and equipment                    (47,224)        (47,807) 
 Purchase of intangible assets                                 (1,927)         (1,414) 
 Sale of non-household customer base                             9,665               - 
 Fixed asset contributions received                                388           1,106 
 
   Net cash flow used in investing activities                 (38,459)        (48,012) 
                                                        --------------  -------------- 
 
 Financing activities 
 New bank loans received                                             -          15,000 
 Issue cost of listed debt                                       (179)               - 
 Dividends paid to shareholder                    11          (14,000)         (9,000) 
 
   Net cash flow used in financing activities                 (14,179)           6,000 
                                                        --------------  -------------- 
 
 Increase in cash and cash equivalents                          19,554          16,326 
 Cash and cash equivalents at 1 April                            6,528          11,371 
                                                        --------------  -------------- 
 
   Cash and cash equivalents at 30 September       15           26,082          27,697 
                                                        --------------  -------------- 
 

Cash flow from operating activities

for the six months ended 30 September 2018

 
                                                       Six months      Six months 
                                                            ended           ended 
                                                     30 September    30 September 
                                                             2018            2017 
                                                           GBP000          GBP000 
 
   Profit on operating activities                          42,422          39,281 
 Adjustments for: 
  Depreciation and impairment of property, 
   plant and equipment                                     24,184          22,721 
  Amortisation and impairment of intangibles                1,548           1,642 
  Profit on disposal of fixed assets in ordinary 
   course of business                                       (330)            (15) 
  Difference between pension contributions 
   paid and amounts recognised in the income 
   statement                                              (2,016)         (1,973) 
 Changes in working capital: 
  Increase in trade and other receivables                 (1,049)         (5,137) 
  Increase in inventory                                      (98)             (5) 
  Increase in trade and other payables                     14,763           7,936 
                                                   --------------  -------------- 
 
   Net cash flow from operating activities                 79,424          64,450 
                                                   --------------  -------------- 
 

Notes to the condensed group financial statements

for the six months ended 30 September 2018

   1.    Basis of preparation 

The condensed group financial statements for the six months ended 30 September 2018 are set out on above, and have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and IAS 34 Interim Financial Reporting as endorsed by the European Union. The statements should be read in conjunction with the financial statements for the year ended 31 March 2018, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") endorsed by the European Union.

The condensed group financial statements are presented in sterling.

These interim financial results are neither audited nor reviewed by our auditor. The information for the year ended 31 March 2018 does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2018 were approved by the Board of Directors on 13 July 2018 and delivered to the Registrar of Companies. The report of the auditors on those accounts was not qualified, did not include any reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.

   2.    Accounting policies 

Changes in accounting policies

The accounting policies adopted are consistent with those of the financial statements for the year ended 31 March 2018 as described in those financial statements except for the changes brought about by adoption of IFRS 9 Financial Instruments ("IFRS 9") and IFRS 15 Revenue from Contracts with Customers ("IFRS 15") on 1 April 2018.

Revenue

When recognising revenue, the group applies the five criteria introduced by IFRS 15. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group, the performance obligations in the contracts with "named" customers have been met and the revenue can be reliably measured. All revenue arises within the United Kingdom and is recorded net of VAT. The company only recognises revenue in respect of "named" customers.

Infrastructure charges

Infrastructure charges represent the fees charged to property developers and others for connecting new properties and water outlets to the group's network. These fees are recognised in the income statement upon completion of the project to which they relate.

Grants and contributions

Grants and contributions are received in respect of both infrastructure and non-infrastructure assets. The receipts are recognised as deferred income on the balance sheet until completion of the work to which they relate, at which time they are released to the income statement.

Financial instruments

The group's financial instruments comprise fixed and variable rate borrowings, index linked loans, fixed rate debentures, an interest rate swap, finance leases, a loan to its parent undertaking, cash, short-term and medium-term bank deposits, trade receivables and trade and other payables.

Recognition

Financial instruments are recognised on the statement of financial position when the group becomes party to the contractual provisions of the instrument. The group determines the classification of its financial liabilities at initial recognition.

A provision for twelve month expected credit loss is recognised in the income statement to establish a loss allowance on initial recognition.

Impairment of financial assets

At each reporting date an assessment is carried out to determine whether there is any indication that the credit risk on financial assets has increased significantly. If this is considered to be the case, full life-time expected credit loss is recognised in the income statement. Where there is objective evidence that an impairment loss has arisen, the loss is recognised in the income statement in the year in which the respective assessment takes place. Impaired debts are derecognised when they are assessed as irrecoverable.

Short term trade and other receivables

Short term trade receivables are recognised and carried at original invoice amount less an allowance for any doubtful debts. An estimate for the provision for doubtful debts is calculated by the group's management based on applying expected recovery rates to an aged debt profile and an assessment of the current and future economic conditions.

   3.    Transition disclosures 

The group has adopted IFRS 9 and IFRS 15 in the period. Details of the impact of the adoption of these standards are provided below.

IFRS 9 Financial Instruments

IFRS 9 specifies how the group should classify and measure financial assets and liabilities. In adopting the Standard, the group has assessed the classification of its financial instruments and reclassified assets and liabilities as appropriate (see note 17). The group has also recognised an allowance for credit loss in its income statement on its relevant financial assets. A provision for this allowance has been created and offset against the carrying value of the relevant asset in the group statement of financial position.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes the principles the group applies when reporting information about revenue and the cash flows arising from contracts with customers. In adopting the standard the group has applied the steps for recognising revenue from customers. IFRS 15 has been adopted using the modified retrospective method which has led to the accumulated historic adjustments being made to the opening balances at 1 April 2018.

The impact of the adoption of IFRS 15 on the Group's financial statements in the period has been:

 
                                        Six months                        Six months 
                                             ended           Adjustment        ended 
                                                30     for the adoption           30 
                                         September           of IFRS 15    September 
                                              2018               GBP000         2018 
                                            GBP000                            GBP000 
 
 Revenue 
 Unmetered water income                     13,433                    -       13,433 
 Metered water income                      100,754                    -      100,754 
 Other sales                                 3,666                3,133        6,799 
                                       -----------  -------------------  ----------- 
 
 Total revenue                             117,853                3,133      120,986 
 Group net operating costs                (83,941)                (959)     (84,900) 
 Other income                                6,336                    -        6,336 
 
 Group operating profit                     40,248                2,174       42,422 
 Profit on disposal of non-household 
  customer base                              8,165                    -        8,165 
 Finance costs                            (25,765)                    -     (25,765) 
 Finance income                              2,859                    -        2,859 
 
 Profit before taxation                     25,507                2,174       27,681 
 Taxation                                  (2,522)                (193)      (2,715) 
                                       -----------  -------------------  ----------- 
 
 Profit for the period                      22,985                1,981       24,966 
                                       -----------  -------------------  ----------- 
 

The adjustments in the current year to the financial statements as a result of the adoption of IFRS 15 are required because:

-- The adjustment of GBP3.1 million to other sales reflects the deposits and contributions received from developers for contracts where the performance objectives have been met in the period. This has been released from non-current trade and other payables and deferred income respectively in the group statement of financial position.

-- The adjustment to group net operating costs reflects the contributions in the period in excess of the costs taken to fixed assets on new connections. This was previously offset against operating costs but is now included in other sales. This revenue has been taken to deferred income in the group statement of financial position.

-- The adjustment to taxation reflects the additional tax charged on the above adjustments. The additional tax has been relieved against losses in other companies in the HDF (UK) Holdings Limited group of companies and has been added to intercompany creditors in the group statement of financial position.

-- The adoption of IFRS 15 has had no impact on the group statement of changes in equity in the year other than those changes to retained earnings and total equity noted in the table above and to adjust the opening balances on retained earnings and total equity as detailed above.

   --      The adoption of IFRS 15 has had no impact on the group statement of cash flows. 

The impact of the adoption of IFRS 15 on the Group's opening statement of financial position has been:

 
                                                            Adjustment 
                                            1April    for the adoption          1April 
                                              2018          of IFRS 15            2018 
                                            GBP000              GBP000          GBP000 
 
 
 Non-current assets                      1,723,707                   -       1,723,707 
 
 Current assets                             85,019                   -          85,019 
                                    --------------  ------------------  -------------- 
 
   Total assets                          1,808,726                   -       1,808,726 
                                    --------------  ------------------  -------------- 
 
 Current liabilities                     (124,487)                   -       (124,487) 
                                    --------------  ------------------  -------------- 
 
 Non-current liabilities 
 Loans and borrowings                    (900,897)                   -       (900,897) 
 Derivative financial instruments        (104,169)                   -       (104,169) 
 Trade and other payables                  (5,979)                 544         (5,435) 
 Net deferred tax liabilities            (140,085)                   -       (140,085) 
 Deferred income                          (74,471)              71,898         (2,573) 
 
                                       (1,225,601)              72,442     (1,153,159) 
                                    --------------  ------------------  -------------- 
 
   Total liabilities                   (1,350,088)              72,442     (1,277,646) 
                                    --------------  ------------------  -------------- 
 Net assets                                458,638              72,442         531,080 
                                    --------------  ------------------  -------------- 
 
 Equity 
 Ordinary share capital                     49,312                   -          49,312 
 Revaluation reserve                       256,396                   -         256,396 
 Retained earnings                         152,930              72,442         225,372 
                                    --------------  ------------------  -------------- 
 
   Total equity                            458,638              72,442         531,080 
                                    --------------  ------------------  -------------- 
 

The adjustments to non-current trade and other payables and non-current deferred income reflect the release of deposits and contributions from developers for contracts that have been completed in prior years. The revenue from these contracts has previously been amortised over the lives of the assets to which they relate.

   4.    Total income 
 
                               Six months      Six months 
                                    ended           ended 
                             30 September    30 September 
                                     2018            2017 
                                   GBP000          GBP000 
 
 Revenue 
 Unmetered water income            13,433          19,083 
 Metered water income             100,754          92,573 
 Other sales                        6,799           2,794 
                           --------------  -------------- 
 
 Total revenue                    120,986         114,450 
                           --------------  -------------- 
 
 Other income 
 Rental income                        636             566 
 Sundry income                      5,700           3,274 
                           --------------  -------------- 
 
   Total other income               6,336           3,840 
                           --------------  -------------- 
 
   Total income                   127,322         118,290 
                           --------------  -------------- 
 

All revenue is from customers within the United Kingdom.

   5.   Segmental analysis 

The group's revenue mainly arises from the supply of water and related activities. The activities of the group, for management purposes, fall into three operating areas being the supply of potable water on a wholesale basis, the supply of potable water and waste water services on a retail basis, both of which are governed by the Water Act 2014, and related non-regulated activities.

The group analyses results by segment to operating profits only, therefore no segmental statement of financial position or statement of cash flows are presented.

 
 Period to 30 September        Wholesale        Retail         Other 
  2018                        activities    activities    activities      Total 
                                  GBP000        GBP000        GBP000     GBP000 
 
 Total income                    109,665        11,099         6,558    127,322 
                            ------------  ------------  ------------  --------- 
 
 Operating profit                 37,899         1,309         3,214     42,422 
                            ------------  ------------  ------------ 
 
 Profit on disposal of 
  non-household customer 
  base                                                                    8,165 
 Finance costs                                                         (25,765) 
 Finance income                                                           2,859 
                                                                      --------- 
 
 Profit before taxation                                                  27,681 
 Taxation                                                               (2,715) 
                                                                      --------- 
 
   Profit for the period                                                 24,966 
                                                                      --------- 
 
   Period to 30 September 
   2017 
 
 Total income                    101,921        12,329         4,040    118,290 
                            ------------  ------------  ------------  --------- 
 
 Operating profit                 36,019         1,725         1,537     39,281 
                            ------------  ------------  ------------ 
 Finance costs                                                         (26,957) 
 Finance income                                                           2,349 
                                                                      --------- 
 
 Profit before taxation                                                  14,673 
 Taxation                                                               (1,662) 
                                                                      --------- 
 
   Profit for the period                                                 13,011 
                                                                      --------- 
 
   6.   Net operating costs 
 
                                   Six months      Six months 
                                        ended           ended 
                                 30 September    30 September 
                                         2018            2017 
                                       GBP000          GBP000 
 
 Employee benefits expenses            15,455          14,662 
 Asset expenses                        25,402          24,348 
 Other operating expenses              44,043          39,999 
                               --------------  -------------- 
 
                                       84,900          79,009 
                               --------------  -------------- 
 
   7.   Profit on disposal 

On 1 May 2018, the group sold its rights to the non-household customer base to its fellow wholly owned subsidiary, Invicta Water Limited, for a consideration of GBP10.0 million which has resulted in a profit on disposal of GBP8.2 million. The rights to the non-household customer base are an internally generated intangible asset and, as per IAS 38, these were not recognised on the group's statement of financial position.

Following the sale of the rights to the non-household customer base, an additional charge for the doubtful debts of GBP1.5 million has been provided to reflect the increased risk of non-payment of the outstanding debt at the date of sale following the transfer of the customers to another retailer.

Subsequently Invicta Water Limited was sold to Castle Water Holdings Limited on 1 July 2018.

 
                           Six months      Six months 
                                ended           ended 
                         30 September    30 September 
                                 2018            2017 
                               GBP000          GBP000 
 
 Proceeds from Sale            10,000               - 
 Legal Fees                     (244)               - 
 Bad Debt Provision           (1,500) 
 Consultancy                     (91)               - 
                                8,165               - 
                       --------------  -------------- 
 
   8.   Finance costs 
 
                                          Six months      Six months 
                                               ended           ended 
                                        30 September    30 September 
                                                2018            2017 
                                              GBP000          GBP000 
 
 Effective interest on listed debt            11,371          11,129 
 Fair value movements on interest 
  rate swap                                      974           3,585 
 Indexation on listed debt                     2,908           3,143 
 Interest on index linked loans                6,032           5,810 
 Indexation on index linked loans              4,208           3,146 
 Other finance costs                           1,315           1,189 
                                              26,808          28,002 
 Less: interest capitalised                  (1,043)         (1,045) 
                                      --------------  -------------- 
                                              25,765          26,957 
                                      --------------  -------------- 
 
   9.   Finance income 
 
                                                   Six months      Six months 
                                                        ended           ended 
                                                 30 September    30 September 
                                                         2018            2017 
                                                       GBP000          GBP000 
 
 Interest receivable from group undertakings            2,490           2,210 
 Pension fund finance credit                              314             124 
 Interest receivable on bank balances and 
  short term deposits                                      55              15 
 
                                                        2,859           2,349 
                                               --------------  -------------- 
 

10. Taxation

 
                                       Six months                 Six months 
                                            ended                      ended 
                                     30 September               30 September 
                                             2018                       2017 
                                           GBP000                     GBP000 
 
 Current taxation charge                      165                        940 
  Deferred taxation charge                  2,550                        722 
                                            2,715                      1,662 
                                   --------------  ------------------------- 
 

The current tax charge is recognised based on management's estimate of the weighted average annual corporation tax rate expected for the full financial year.

11. Dividends

 
                                                 Six months      Six months 
                                                      ended           ended 
                                               30 September    30 September 
                                                       2018            2017 
                                                     GBP000          GBP000 
 
   Equity dividends paid during the period 
   of 28.4p per share (2017: 18.3p)                  14,000           9,000 
                                             --------------  -------------- 
 

12. Intangible assets

 
                                                              GBP000 
 Net book amount 
 At 1 April 2018                                              10,758 
 Additions for the period                                      1,908 
 Reclassification of assets in the period                         19 
 Amortisation for the period                                 (1,548) 
                                            ------------------------ 
 
   At 30 September 2018                                       11,137 
                                            ------------------------ 
 
 Net book amount 
 At 1 April 2017                                              11,058 
 Additions for the year                                        3,554 
 Amortisation for the year                                   (3,399) 
 Reclassification of assets in the period                      (448) 
 Disposals for the year                                          (1) 
 Impairment for the year                                         (6) 
                                            ------------------------ 
 
   At 31 March 2018                                           10,758 
                                            ------------------------ 
 
 Net book amount 
 At 1 April 2017                                              11,058 
 Additions for the period                                      1,953 
 Reclassification of assets in the period                      (539) 
 Amortisation for the period                                 (1,642) 
                                            ------------------------ 
 
   At 30 September 2017                                       10,830 
                                            ------------------------ 
 

13. Property, plant and equipment

 
                                                                GBP000 
 Net book amount 
 At 1 April 2018                                             1,501,707 
 Additions for the period                                       50,752 
 Reclassification of assets in the period                         (13) 
 Disposals for the period                                        (173) 
 Depreciation for the period                                  (24,186) 
                                            -------------------------- 
 
   At 30 September 2018                                      1,528,087 
                                            -------------------------- 
 
 Net book amount 
 At 1 April 2017                                               1,455,380 
 Additions for the year                                           92,410 
 Disposals for the year                                            (279) 
 Reclassification of assets in the period                            448 
 Depreciation for the year                                      (46,233) 
 Impairment for the year                                            (19) 
                                            ---------------------------- 
 
   At 31 March 2018                                            1,501,707 
                                            ---------------------------- 
 
 Net book amount 
 At 1 April 2017                                             1,455,380 
 Additions for the period                                       46,908 
 Reclassification of assets in the period                          539 
 Disposals for the period                                         (88) 
 Depreciation for the period                                  (22,721) 
 Reclassification of assets in the period                            - 
                                            -------------------------- 
 
 At 30 September 2017                                        1,480,018 
                                            -------------------------- 
 

14. Trade and other receivables

 
                                         30 September   31 March   30 September 
                                                 2018       2018           2017 
                                               GBP000     GBP000         GBP000 
 
 Financial asset receivables 
 Trade receivables                             33,630     34,463         33,580 
 Accrued income                                36,035     35,506         36,879 
 Amounts due from group undertakings              378         26            273 
                                               70,043     69,995         70,732 
                                        -------------  ---------  ------------- 
 Non-financial asset receivables 
 Prepayments                                    5,203      5,132          4,727 
 Other receivables                              2,068      3,128          1,877 
                                        -------------  ---------  ------------- 
 
                                                7,271      8,260          6,604 
                                        -------------  ---------  ------------- 
                                               77,314     78,255         77,336 
                                        -------------  ---------  ------------- 
 

15. Cash and cash equivalents

 
                              30 September   31 March   30 September 
                                      2018       2018           2017 
                                    GBP000     GBP000         GBP000 
 
 Cash at bank and in hand           26,082      6,528         27,697 
                             -------------  ---------  ------------- 
 

16. Non-current financial liabilities

 
                                     30 September    31 March   30 September 
                                             2018        2018           2017 
                                           GBP000      GBP000         GBP000 
 
 Irredeemable debenture stock                 991         991            991 
 Listed bonds                             332,170     529,337        526,284 
 Index linked loans                       375,163     370,569        361,311 
                                    -------------  ----------  ------------- 
 
   Loans and borrowings                   708,324     900,897        888,586 
 Derivative financial instruments               -     104,169        104,501 
 Trade and other payables                   5,791       5,979          5,347 
                                    -------------  ----------  ------------- 
                                          714,115   1,011,045        998,434 
                                    -------------  ----------  ------------- 
 

17. Financial instruments

Fair values of financial assets and financial liabilities

Fair value is the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties. In the opinion of the directors, the fair values of the financial assets and liabilities of the group (apart from the specific items shown in the fair value table below) are not materially different from the book values.

 
                                     Book            Fair        Book          Fair            Book            Fair 
                                    Value           Value       Value         Value           Value           Value 
                             30 September    30 September          31            31    30 September    30 September 
                                     2018            2018       March         March            2017            2017 
                                   GBP000          GBP000        2018          2018          GBP000          GBP000 
                                                               GBP000        GBP000 
 
               Measured at amortised cost 
 Amounts due from 
  parent undertaking              189,918         174,736     190,013       142,573         190,013         173,920 
                           --------------  --------------  ----------  ------------  --------------  -------------- 
 
 Current liabilities 
 
 Bank loan                         20,000          20,000      20,000        20,000          15,000          15,000 
 Listed bond                      199,782         222,960           -             -               -               - 
                           --------------  --------------  ----------  ------------  --------------  -------------- 
 
                                  219,782         242,960      20,000        20,000          15,000          15,000 
                           --------------  --------------  ----------  ------------  --------------  -------------- 
 
 Non-current liabilities 
 
 Irredeemable debentures              991             935         991           862             991             841 
 Listed bonds                     332,170         449,177     529,337       672,137         526,284         631,450 
 Index linked loans               375,163         677,802     370,569       694,765         361,311         660,655 
                           --------------  --------------  ----------  ------------  --------------  -------------- 
 
                                  708,324       1,127,914     900,897     1,367,764         888,586       1,292,946 
                           --------------  --------------  ----------  ------------  --------------  -------------- 
 

The following table details the financial instruments that are carried in the group's books at the fair value at 30 September 2018.

 
                                            Book and      Book and        Book and 
                                          Fair Value    Fair Value      Fair Value 
                                        30 September      31 March    30 September 
                                                2018          2018            2017 
                                              GBP000        GBP000          GBP000 
 
 At fair value through profit 
  or loss 
 
   Derivative financial instruments 
   - Interest rate swap                      105,143       104,169         104,501 
                                      --------------  ------------  -------------- 
 

The book value of the interest rate swap has been adjusted to reflect its fair value.

Fair value hierarchy

The group held the following financial instruments measured at fair value:

 
                                            Total   Level 1       Level 2   Level 3 
                                           GBP000    GBP000        GBP000    GBP000 
 
      Financial liabilities at fair value through 
                                   profit or loss 
                                                   --------  ------------  -------- 
 30 September 2018 
  Interest rate swap                    (105,143)         -     (105,143)         - 
                                 ----------------  --------  ------------  -------- 
 
   31 March 2018 
   Interest rate swap                   (104,169)         -     (104,169)         - 
                                 ----------------  --------  ------------  -------- 
 
   30 September 2017 
   Interest rate swap                   (104,501)         -     (104,501)         - 
                                 ----------------  --------  ------------  -------- 
 

During the reporting period ended 30 September 2018, there were no transfers between Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value measurements.

The group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

   --      Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; 

-- Level 2: other techniques for which all inputs with a significant effect on the recorded fair value are observable, either directly or indirectly; and

-- Level 3: techniques using inputs which have a significant effect on the recorded fair value that are not based on observable market data.

18. Current loans and borrowings

 
                           30 September   31 March   30 September 
                                   2018       2018           2017 
                                 GBP000     GBP000         GBP000 
 
 Financial liabilities 
 Bank loan                       20,000     20,000         15,000 
 Listed bonds                   200,000          -              - 
 Unamortised costs                (218)          -              - 
                          -------------  ---------  ------------- 
 
                                219,782     20,000         15,000 
                          -------------  ---------  ------------- 
 

19. Current liabilities

 
                                       30 September   31 March   30 September 
                                               2018       2018           2017 
                                             GBP000     GBP000         GBP000 
 
 Financial liabilities 
 Trade payables                              11,995     13,610         10,674 
 Amounts due to group undertakings           15,607      9,217         10,191 
 Other payables                              11,771      1,866          5,119 
 Accruals                                    47,525     32,556         46,088 
                                      -------------  ---------  ------------- 
 
                                             86,898     57,249         72,072 
                                      -------------  ---------  ------------- 
 
   Non-financial liabilities 
 Payments received in advance                31,853     36,118         37,516 
 Other taxes and social security              1,055      1,012            956 
                                      -------------  ---------  ------------- 
                                             32,908     37,130         38,472 
                                      -------------  ---------  ------------- 
                                            119,806     94,379        110,544 
                                      -------------  ---------  ------------- 
 

20. Post balance sheet event

On 26 October 2018, the High Court issued a judgment involving the Lloyds Banking Group's defined benefit pension schemes in relation to Guaranteed Minimum Pension (GMP) benefits being calculated differently for men and women. The judgment concluded that the schemes should be amended to equalise pension benefits for men and women in relation to GMP benefits. The issues determined by the judgment arise in relation to many other defined benefit pension schemes.

We are working with the trustees of our pension schemes and our advisers to assess the impact of the judgment on our schemes, but high level estimates based on industry expectations indicate this could be up to around 1 - 2 per cent of accrued liabilities. This issue is being treated as a plan amendment and the impact is expected to be recognised as a past service cost in our 31 March 2019 year-end accounts.

Overall, our pension schemes are appropriately funded and the condensed group statement of financial position shows the defined benefit schemes have a surplus of approximately GBP25.1m on an IAS 19 basis.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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