TIDMSTOB

RNS Number : 8013E

Stobart Group Limited

11 May 2017

11 May 2017

Stobart Group Limited

("Stobart Group", "Stobart" or the "Group")

Results for the year ended 28 February 2017

Stobart Group Limited, the support services and infrastructure group, today announces its results for the year ended 28 February 2017.

Introduction

-- All divisions have made good progress towards their stated objectives during the year and Stobart continues to demonstrate strong value creation across the business

-- Post year-end IPO of Eddie Stobart Logistics plc valued the Group's 49% investment at GBP184.8m, significantly ahead of the year-end carrying value of GBP58.4m and realised cash of GBP113.3m

-- 50% increase in dividends with a proposed final dividend of 4.5p per share (18.0p per share annualised), payable in July 2017, with further progressive quarterly dividends from this newly established level

-- Andrew Tinkler, CEO is to focus on further value creation for shareholders through a new structure, Stobart Capital, handing over the CEO role to Warwick Brady, following the AGM, to deliver on and develop the existing business strategic plan

Financial Highlights

 
                             28 February   29 February   Growth 
                                    2017          2016 
                                    GBPm          GBPm 
 
 Revenue from continuing 
  operations                       129.4         126.7    +2.1% 
 Underlying EBITDA(1)               35.0          30.0   +16.8% 
 Underlying PBT(1)                  27.4          18.4   +48.9% 
 
 Underlying basic EPS(2)           8.04p         4.95p   +62.4% 
                            ------------  ------------  ------- 
 
   --         Underlying profit before tax(1) up by 48.9% to GBP27.4m 
   --         Underlying basic EPS(2) increased by 62.4% to 8.04p 

-- Statutory loss before tax of GBP8.0m (2016: GBP10m profit), after deduction of non-underlying items of GBP35.4m including a non-cash impairment of goodwill/credit for business purchase of GBP21.6m

-- Post year-end sale and leaseback of eight ATR 72-600 aircraft for net proceeds of GBP46.4m

Operational Highlights

-- Energy: Widnes and Tilbury processing sites commenced operations, and Widnes biomass power plant close to completing four month commissioning period

-- Aviation: Established 11 new routes from London Southend Airport under the Flybe brand, operated by Stobart Air, delivering up to 300,000 additional passengers by 2018; acquisition of regional airline and aircraft leasing company

-- Rail: Successful delivery of Gospel Oak to Barking railway electrification scheme on programme and under budget

-- Infrastructure: Significant value added and realised at Speke and other sites generating net cash proceeds of GBP52.7m (2016: 24.1m)

(1) Underlying EBITDA and Underlying PBT are before non-underlying items. See Financial Review for reconciliation to (loss)/profit before tax.

(2) See Financial Review for underlying basic EPS.

Outlook

Already in the new financial year we have completed the partial disposal of the Group's investment in Eddie Stobart Logistics plc, generating cash and a significant profit for the Group and demonstrating the ability of the Group's management team to continue to create value for shareholders.

We are confident that the year ahead will see further progress towards the clear objectives for each of the Group's three growth operating divisions of Energy, Aviation and Rail and further value creating realisations from our Infrastructure and Investments assets.

Chief Executive Andrew Tinkler, commented:

"This year we have delivered improved underlying profitability across the Group and put in place the foundations, management and organisational structure to achieve our objectives.

We are on track to deliver our strategy by 2018 and drive shareholder value through our three growth operating divisions, whilst generating cash through the exit of our infrastructure and investment portfolios at the right time, allowing increasing returns to shareholders."

Results Presentation

A presentation for analysts and investors will be held today at 9.30am at The Andaz Hotel, 40 Liverpool Street, London, attendance is by invitation only.

Enquiries:

 
 Stobart Group                      c/o Redleaf Communications 
 Andrew Tinkler, Chief Executive 
  Officer 
 Redleaf Communications             +44 20 7382 4730 
 Charlie Geller                     Stobart@redleafpr.com 
  Elise Palmer 
  Sam Modlin 
 
 Influence Associates               +44 20 7287 9610 
 Stuart Dyble 
  James Andrew 
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Notes to Editor:

Stobart is an entrepreneurial support services and infrastructure business deriving income from energy, aviation, civil engineering and investments. The Group has a strong heritage in logistics, systems and a customer focus that continues to support all of our divisions. The Group's strategy is to drive growth and profitability in its core Energy, Aviation and Rail Divisions whilst realising value for shareholders from its Infrastructure and Investments Divisions.

Chief Executive's Statement

I have been CEO of Stobart Group for almost 10 years and during that time we have generated a compound shareholder return of around 10% p.a. We have also developed Energy and Aviation platforms to deliver our targets to 2018 and beyond. The Group is now uniquely placed as an entrepreneurial public limited company that creates value, supported by its strong heritage in logistics and systems and with a real focus on delivering great customer service. With a market capitalisation of close to GBP800m, a strong balance sheet and a progressive dividend policy, the Group is well placed to continue to deliver strong returns to shareholders for the foreseeable future.

Where are we today?

Stobart Group now comprises three core operating divisions in sectors with real growth opportunities. Our Energy, Aviation and Rail civil engineering businesses are all well placed for profitable growth over the next five years. Our Infrastructure and Investments divisions continue their programme of divestment, creating further value for shareholders.

Energy - this year has been about establishing the foundations of infrastructure, logistics and people to ensure our ability to deliver on our long-term fuel supply contracts into over 20 biomass plants around the UK. Widnes and Tilbury storage processing sites are now up and running and those plants are progressing towards commissioning. Development of other processing sites at Port Clarence and Rotherham is also underway. A full management team is now in place, focused on professionalising the industry to deliver long-term sustainable supply and management of predominantly recycled wood under long-term index-linked contracts.

Aviation - a significant year for the Aviation division with continued development of our airport, London Southend, which we believe will play a key part in providing capacity for the constrained London air travel market. A London airport that has technical capacity to handle 10m+ passengers, 45 minutes from London, will over time be a very valuable asset for the Group. We have consolidated our regional airline and aircraft leasing businesses, taking full ownership, and will continue to develop our valuable long-term franchise with Aer Lingus as well as support Flybe in the Isle of Man and from our London Southend Airport.

Rail - our Rail business continues to support speciality work for Network Rail as well as being a tier 2 supplier to the industry. We expect to see continued growth under the Stobart brand. The non-rail business has also supported infrastructure projects in our Energy and Aviation divisions by providing an efficient low-cost value engineering construction solution.

Infrastructure - our plan to divest non-core infrastructure assets continues and we have delivered against our plan this year. The business is also very good at providing asset management initiatives working alongside our Rail division, and delivering on-time and to budget.

Investments - the post year-end IPO of Eddie Stobart Logistics plc valued the Group's 49% investment at GBP184.8m, significantly ahead of the year-end carrying value of GBP58.4m and realised cash of GBP113.3m. This is a great example of how we have created significant value for the Group and our shareholders.

People

One of my personal business beliefs is to employ people that are better than yourself and I see this as a strength from a shareholder perspective as well as CEO.

Working together with our new Group CEO, Warwick Brady, whom I have known for several years and worked closely alongside for the last six months, I believe that we can bring extensive value to the Group. I am strongly of the view that Warwick's industry-wide knowledge and experience will help grow and support the entire Group. I am confident that his business experience and entrepreneurial approach will be a key part in the next chapter of Stobart Group's value creation.

Energy - headed by Ben Whawell, CEO Stobart Energy and the ex-Group CFO. We have worked together for the last 17 years and I am confident that he has the skills and experience to move the Energy business to the next level and create significant shareholder value.

Aviation - this division includes airports, a regional airline and an aircraft leasing company. These businesses all have potential and are supported by our proven logistics expertise. The teams within this division, led by Glyn Jones, will support Warwick in delivery of our objectives.

Rail - Managing Director Kirk Taylor, of our Rail and non-rail civil engineering business, has worked with me since 1994. He is diligent and passionate about our business and can grow Rail to be the number one specialist provider to the rail and construction industry, as well as supporting the Group in any value-adding infrastructure projects.

Whilst I am handing over the reins to lead and run Stobart Group to Warwick, Ben, Glyn and Kirk, as the third largest shareholder, I believe that we are now on the next stage of our journey that will realise the significant potential of the Group over the coming years.

As a key founder of Stobart Group, I am committed to remaining on the Board for the foreseeable future and to supporting Warwick's transition to Group CEO. I will support the Executive Management team and the Board by devoting 50% of my time to the Group and the delivery of further significant shareholder value.

The remainder of my time will be spent working with Richard Butcher to deliver value in our Infrastructure and Investments divisions and, in particular in launching and developing Stobart Capital, bringing together the Group's investment activities under a new value creation unit. This will be a platform, working alongside external professionals and exploiting my entrepreneurial skills and experience, to bring investment opportunities to the Group that complement the strategy, and have the potential to create further returns for shareholders.

I would like to thank Richard for his valued contribution to the business over many years and also thank Mark for his work as interim CFO over recent months.

Andrew Tinkler

Deputy Chief Executive's Statement

I am delighted to join Stobart Group at an exciting time when the foundations in Energy, Aviation and Rail are ripe for further development and growth.

I have worked with the Group since 2009 during the early stages of developing London Southend Airport when I was Chief Operating Officer at easyJet. My experience working with this entrepreneurial team gave me insights into the value being created. This sparked my interest and led me to follow the Group's progress over recent years.

Over the years, I have forged a good working relationship with Andrew Tinkler and once I left easyJet in September 2016, I spent three months working very closely with Andrew and the Stobart Group Board to understand the value of the Group but moreover, to see if I could use my international experience from my early days in Private Equity, through to my extensive aviation experience in Europe, to support and lead the next chapter for the Stobart Group.

I am particularly impressed by how the Group applies its heritage in logistics and distribution across all the divisions as well as how it embraces the customer service ethos. When combined with being very entrepreneurial, culturally the Group fits with my ambitions. I expect to use the foundations in Energy, Aviation and Rail to continue creating value for shareholders over the long-term.

Over the last six months I have very much enjoyed working with the Board and Andrew but moreover believe there is a lot of unlocked value and growth potential across our core divisions that has yet to be realised. Whilst the foundations have been laid in each division, with investment and a clear strategic direction, the business can continue to grow. The Group has all the resources available to support accelerated growth and then over time the operating businesses will underpin the value creation for our shareholders.

Energy Business

Having now toured several of the Group's processing sites and plants, as well as spending time working with Ben and the team, I can see that this business is all about logistics and distribution so fits very well with the core expertise of the Group. With several of the large energy plants coming on stream over the next 12 months, there will inevitably be a few challenges but I am confident that the team will deliver on the overall targets. I expect we will deliver 60% of the market's fuel supply into biomass plants and this will underpin the financial returns for the next 20 years or so. I also see opportunities to grow the business through operating and managing the energy plants and extending into other forms of fuel that can leverage our current specialist transport and logistics operation.

Aviation

Airport - The key to the value creation is our London airport becoming part of the answer to London's travel growth within the airport systems. The on-going London airport capacity constraints will mean our London airport, with its great train links 45 minutes from London, will be an opportunity for the Capital's travel market to grow. London Southend Airport is London's best airport and the infrastructure can support 10m+ passengers per year. The other differentiator is that Stobart Group provides all the services across the airport from operating the railway station, owning and operating our 4* hotel under the Holiday Inn brand, our food and beverage outlets, car parking and solar farm. These all create additional value for the Group and will be an important part of further developing London's best airport.

There is also a lot of space to develop our property assets at the airport which could be used for maintenance and other businesses. It is truly remarkable that we will be able to create a London airport capable of delivering 10m+ passengers per year for under GBP200m, so the capital efficiency is impressive.

Airline and Aircraft Leasing - Our regional airline, Stobart Air, based in Dublin, operates under a valuable long-term franchise with Aer Lingus which we believe will be an important support for IAG's focus on growing its transatlantic traffic through the Dublin hub. Stobart Air also operates for Flybe and, in the future, will operate regional jets under the Flybe brand to support the growth of our London airport. Our

aircraft leasing business, Propius, supports Stobart Air and together they will be developed to create more value for the Group. From my perspective, the UK and Europe's regional airline market would benefit from some type of consolidation to ensure the capacity supports profitable regional connectivity.

Ground Handling and Support Services - The Group already provides ground handling services and given its expertise in logistics, distribution and customer services, we plan to grow this business in the UK and Europe.

Stobart Exec Jet Centre - With c.100,000 private jet movements into the London market per year, our Exec Jet Centre is well placed to offer a great service by connecting product into London. With a clear plan to grow this business, we believe over time it will become a key part of London's executive aviation offering. The Group is well set-up for growing these small but established businesses and capitalising on the current opportunities in the market.

Rail

Our Stobart Rail team is highly regarded in the Industry and provides valuable tier 2 specialist services to Network Rail and its tier 1 partners. Its real competitive advantage is the team's innovative approach to developing equipment, systems and people to deliver significant value to the customer. Stobart Rail is renowned for operating strongly under critical time constraints and delivering quality work on time and to budget.

On the non-rail side, the team are specialists in building distribution centres, airports, racecourses etc. Together with an innovative approach, design capability, planning and low cost execution, they provide value engineering across the Group. They have supported the Group by building processing sites for Stobart Energy as well as providing specialist infrastructure projects at the airport including taxiways, runway works etc. This provides the Group with a real competitive advantage by being able to deliver infrastructure at competitive costs.

Overall, after a lot of due diligence and time spent within Stobart Group, I see an opportunity to use the foundations to grow the Group over the next few years. We will aim to remain a very entrepreneurial team with Andrew Tinkler supporting as an Executive Director to ensure we do not lose our "founders mentality" of creating value and operating in an agile way. This will ensure that we continue to grow the business to deliver sustainable and progressive returns for shareholders for years to come.

Warwick Brady

Financial Review

We are pleased to report improved underlying profitability, across the majority of our divisions, and further progress towards delivering against our medium-term financial objectives.

 
 Revenue             2017     2016 
                    GBP'm    GBP'm   Growth 
----------------  -------  -------  ------- 
 Energy              67.7     73.4   -7.8 % 
 Aviation            28.1     22.9   +22.8% 
 Rail                48.1     46.2    +4.2% 
 Investments            -        -        - 
 Infrastructure       6.0      4.3   +39.8% 
 Eliminations      (20.5)   (20.1)    +2.2% 
----------------  -------  -------  ------- 
                    129.4    126.7    +2.1% 
----------------  -------  -------  ------- 
 

Revenue from continuing operations has grown by 2.1% to GBP129.4m driven by increased revenue in our Aviation division, following the acquisition of the airline, Stobart Air. External revenue in our Rail division also increased by 6.1% to GBP30.5m.

 
 Profitability                          2017    2016 
                                       GBP'm   GBP'm   Growth 
-----------------------------------  -------  ------  ------- 
 Underlying EBITDA(1) 
 Energy                                 10.2     9.1   +12.7% 
 Aviation                                0.1     3.6   -97.1% 
 Rail                                    3.9     3.4   +15.5% 
 Investments                             9.4     9.8    -4.1% 
 Infrastructure                         18.9    10.5   +81.0% 
 Central function and eliminations     (7.5)   (6.4)   -18.1% 
-----------------------------------  -------  ------  ------- 
 Underlying EBITDA                      35.0    30.0   +16.8% 
 Impact of fuel swaps                    1.4   (2.2) 
 Depreciation                          (9.4)   (8.4) 
 Finance costs (net)                     0.4   (1.0) 
-----------------------------------  -------  ------  ------- 
 Underlying profit before 
  tax                                   27.4    18.4   +48.9% 
 Non-underlying items                 (35.4)   (8.4) 
-----------------------------------  -------  ------  ------- 
 (Loss)/profit before tax              (8.0)    10.0 
 Tax                                   (1.2)   (1.2) 
 (Loss)/profit for the 
  year                                 (9.2)     8.8 
-----------------------------------  -------  ------  ------- 
 

(1) Underlying EBITDA represents (loss)/profit before tax and before fuel swaps, interest, depreciation, amortisation and non-underlying items.

Underlying EBITDA

Underlying Group EBITDA is our key measure of profitability for the business and has grown by 16.8% to GBP35.0m. The Energy division has improved underlying profitability in spite of a decline in revenue following a customer entering administration. Infrastructure profitability increased by GBP8.4m, following the successful disposal of our Speke site. The Aviation division made two acquisitions during the latter part of the year, which had an adverse impact on profitability due to the seasonal nature of the airline industry.

Central function costs and eliminations have increased by 18.1% partially due to an increase in the share-based payment charge and professional fees.

Depreciation

Depreciation has increased by 11.2% to GBP9.3m, due to investment in processing sites and equipment within the Energy division.

Finance Costs

Finance costs (net) increased from GBP1.0m cost to GBP0.4m income, with a higher level of interest received on loans to associates and joint ventures.

 
 Non-Underlying Items                2017    2016 
                                    GBP'm   GBP'm 
---------------------------------  ------  ------ 
 Amortisation of brand                3.9     3.9 
 Transaction costs/restructuring 
  cost                                2.1     0.4 
 Contract set up costs                3.0     1.2 
 Bad debt write-off                   1.9       - 
 Impairment of goodwill/credit       21.7       - 
  for business purchase 
 Share of post-tax profits of 
  associates and JVs: 
       Amortisation of contracts      2.8     2.9 
                                     35.4     8.4 
---------------------------------  ------  ------ 
 

The charges in relation to the non-cash amortisation of the brands and contracts are expected to continue in future periods. We incurred GBP3.0m of contract set-up costs in the Energy division. GBP1.0m of these costs were incurred in prior periods and there were other excess costs in connection with delayed commissioning of biomass plants. The bad debt write-off relates to a customer that entered administration in the Energy division. Transaction costs and the impairment of goodwill relate to the acquisitions and aborted transactions in the Aviation division.

Taxation

The tax charge of GBP1.2m (2016: GBP1.2m) reflects a negative effective tax rate of 14.4% (2016: 12.0% positive). The effective rate is lower than the standard rate of 20.0% mainly due to the write-off of goodwill and income in respect of the Group's post-tax share of joint venture results being treated as non-taxable, and the effect of the change in corporate tax rate on deferred tax balances.

Business Segments

The business segments reported in the financial statements are unchanged from those reported in the prior year. The segments are Energy, Aviation, Rail, Infrastructure and Investments, representing the operational and reporting structure of the Group. The results of our aircraft leasing business, Propius, have transferred from Investments to Aviation following its acquisition, and the prior year's figures have been restated.

Earnings per Share

Earnings per share from underlying continuing operations were 8.0p (2016: 5.0p). Total basic earnings per share were 2.7p loss (2016: 2.7p profit).

 
 Dividends and Share Disposals     2017   2016 
 
 Interim per share                 9.0p   2.0p 
 Final per share                   4.5p   4.0p 
 Total per share                  13.5p   6.0p 
-------------------------------  ------  ----- 
 

The Board has proposed a final dividend of 4.5p per share which, subject to the approval of shareholders at the AGM, will be payable to investors on the record date of 16 June 2017, with an ex-dividend date of 15 June 2017, and will be paid on 7 July 2017.

During the year, the Group sold 10.1m of its treasury shares for a net amount of GBP15.0m to fund the Propius acquisition. At the year end, there were no shares held in treasury.

 
 Balance Sheet                 2017     2016 
                              GBP'm    GBP'm 
-------------------------  --------  ------- 
 Non-current assets           510.4    453.3 
 Current assets               155.5    109.3 
 Non-current liabilities    (189.6)   (94.4) 
 Current liabilities         (88.8)   (54.5) 
 Net assets                   387.5    413.7 
-------------------------  --------  ------- 
 

The net asset position has decreased by GBP26.2m in the year to GBP387.5m at 28 February 2017, mainly due to the non-cash write-off of goodwill arising on the acquisition of Everdeal Holdings Limited.

Non-Current Assets

Property, plant and equipment of GBP326.3m (2016: GBP218.0m) has increased following the acquisition of Propius and assets acquired for the new biomass processing sites. The net book value of the eight aircraft owned by Propius at the year-end was GBP100.7m.

During the year GBP14.5m (2016: GBP49.1m) of asset investment has been made, comprising the cash purchases of property, plant and equipment and net advances to biomass plant investments.

Investment in associates and joint ventures of GBP59.2m (2016: GBP62.7m) include the Group's 49% share of the Eddie Stobart Logistics business. The reduction is due to Propius Holdings Limited being classified as a subsidiary at the year end, following its acquisition. Investment property of GBP3.2m (2016: GBP47.0m) represents the holding of one (2016: four) property.

Amounts owed by associates and joint ventures of GBP13.4m (2016: GBP13.4m) represents interest-bearing loans to renewable energy plant investments in which we also hold equity interests.

Intangible assets of GBP108.4m (2016: GBP112.3m) include the Stobart and Eddie Stobart brands and goodwill, which principally relates to the Energy division.

Current Assets and Current Liabilities

Current assets include GBP60.0m (2016: GBP44.4m) of development land assets. Excluding these assets, the net current assets at year-end total GBP6.7m (2016: GBP10.3m).

Debt and Gearing

 
                                            2017       2016 
 
 Net debt - asset backed finance       GBP109.5m   GBP31.4m 
                 - other                GBP11.2m   GBP16.6m 
 Underlying EBITDA/underlying 
  interest                                  92.5       31.2 
 Gearing                                   31.1%      11.6% 
 Operating lease commitments            GBP45.8m   GBP48.0m 
  as lessee 
 Operating lease rentals receivable     GBP53.9m   GBP41.5m 
  as lessor 
------------------------------------  ----------  --------- 
 

The Group acquired aircraft related debt of GBP70.7m following the acquisition of Propius Holdings Limited. The debt at 28 February 2017 was GBP71.1m which was ringfenced and fully repaid post year end.

During the year, the Group increased its variable rate committed revolving credit facility with Lloyds Bank plc from GBP50.0m to GBP65.0m until 31 March 2019, when the facility reduces back to GBP50.0m until the end date of 31 January 2020. At the year end, the Group has drawn GBP42.2m of the GBP65.0m facility.

Operating lease rentals receivable as lessor increased.

Cash Flow

 
                           2017     2016 
                          GBP'm    GBP'm 
----------------------  -------  ------- 
 Operating cash flow      (1.7)      3.4 
 Investing activities      40.0   (13.6) 
 Financing activities    (17.5)     14.3 
----------------------  -------  ------- 
 Increase in the year      20.8      4.1 
 At beginning of year       9.8      5.7 
----------------------  -------  ------- 
 Cash at end of year       30.6      9.8 
----------------------  -------  ------- 
 

Net cash inflow from investing activities included the Speke investment property disposal (GBP36.9m), acquisition of subsidiary undertakings net of cash acquired (GBP7.7m) and net proceeds from the disposal of two properties (GBP15.8m). These inflows were offset by net cash outflows relating to purchase of property, plant and equipment (GBP14.5m) and the equity investments in associates and joint ventures (GBP12.5m).

Net cash outflow from financing activities included the repayment of borrowing and finance leases (GBP10.9m) and dividends paid on ordinary shares (GBP34.7m). These were offset by the net draw down of GBP15.2m from the Lloyds RCF and net proceeds from the disposal of treasury shares of GBP15.0m.

Economic Outlook

Following the UK's referendum vote to leave the membership of the EU, management continues to monitor the implications for the Group. The Group and its customers are predominantly UK based and though there have been some effects on US dollar denominated costs in the airline, this has been partly offset by the US dollar denominated assets in the leasing company. The Group benefits from diverse assets and sources of income, and its entrepreneurial culture leaves it well placed to respond to future developments and opportunities.

Post Balance Sheet Events

In April 2017, the Group entered an arrangement to sell and leaseback eight ATR 72-600 aircraft. The Group received net proceeds of $62.7m (GBP50.2m) after repayment of existing financing in respect of the aircraft of $85.3m (GBP68.2m), including refundable deposits withheld of $3.8m (GBP3.0m) and $1.0m (GBP0.8m) in rental payments.

On 25 April 2017, the Group disposed of its 49% investment in Greenwhitestar Holding Company 1 Limited and Greenwhitestar Finance Limited for consideration comprising cash of GBP113.3m and a 12.5% shareholding in Eddie Stobart Logistics plc. Eddie Stobart Logistics plc was admitted to AIM on 25 April 2017 and the 12.5% shareholding was valued at GBP71.5m on admission.

Consolidated Income Statement

For the year ended 28 February 2017

 
                                    Year ended 28 February                    Year ended 29 February 
                                              2017                                      2016 
                            Underlying   Non-underlying       Total   Underlying   Non-underlying       Total 
                               GBP'000          GBP'000     GBP'000      GBP'000          GBP'000     GBP'000 
 Continuing operations 
 Revenue                       129,403                -     129,403      126,730                -     126,730 
                           -----------  ---------------  ----------  -----------  ---------------  ---------- 
 
 Gain in value/profit 
  on disposal of 
  investment properties         14,614                -      14,614        8,441                -       8,441 
 Profit on disposal 
  of assets held 
  for sale                       2,747                -       2,747          259                -         259 
 Profit on disposal 
  of property, plant 
  and equipment                  3,480                -       3,480          183                -         183 
 Gain/(loss) on 
  fuel swaps                     1,354                -       1,354      (2,184)                -     (2,184) 
 Impairment of 
  goodwill/credit 
  for business purchase              -         (21,646)    (21,646)            -                -           - 
 Other                       (134,355)         (10,892)   (145,247)    (125,227)          (5,547)   (130,774) 
 Total operating 
  expenses                   (112,160)         (32,538)   (144,698)    (118,528)          (5,547)   (124,075) 
 Share of post-tax 
  profits of associates 
  and joint ventures             9,715          (2,839)       6,876       11,130          (2,835)       8,295 
                           -----------  ---------------  ----------  -----------  ---------------  ---------- 
 Operating profit/(loss)        26,958         (35,377)     (8,419)       19,332          (8,382)      10,950 
 
 Finance costs                 (2,532)                -     (2,532)      (2,302)                -     (2,302) 
 Finance income                  2,925                -       2,925        1,343                -       1,343 
                           -----------  --------------- 
 Profit/(loss) 
  before tax                    27,351         (35,377)     (8,026)       18,373          (8,382)       9,991 
 Tax                               255          (1,413)     (1,158)      (2,124)              927     (1,197) 
                           -----------  ---------------  ---------- 
 Profit/(loss) 
  for the year                  27,606         (36,790)     (9,184)       16,249          (7,455)       8,794 
                           -----------  ---------------  ---------- 
 
 
 Earnings/(loss) per share expressed in pence per 
  share 
 Basic                           8.04p                      (2.67)p        4.95p                        2.68p 
 Diluted                         8.04p                      (2.67)p        4.94p                        2.68p 
                           -----------                   ----------  -----------                   ---------- 
 
 

Consolidated Statement of Comprehensive Income

For the year ended 28 February 2017

 
                                           Year ended     Year ended 
                                          28 February    29 February 
                                                 2017           2016 
                                              GBP'000        GBP'000 
 
 (Loss)/profit for the year                   (9,184)          8,794 
 
 Foreign currency translation 
  differences - equity accounted 
  joint ventures                                1,848          1,564 
 Interest rate swap - equity 
  accounted associates                            140              - 
 Foreign currency translation 
  differences - equity accounted 
  associates                                      878          (727) 
 Exchange differences on translation 
  of foreign operations                           219              - 
 Other comprehensive income 
  to be reclassified to profit 
  or loss in subsequent years, 
  net of tax                                    3,085            837 
 
 Remeasurement of defined benefit 
  plan                                        (3,270)          (681) 
 Tax on items relating to components 
  of other comprehensive income                   556             60 
 Other comprehensive expense 
  not being reclassified to 
  profit or loss in subsequent 
  years, net of tax                           (2,714)          (621) 
 Other comprehensive income 
  for the year, net of tax                        371            216 
                                        -------------  ------------- 
 Total comprehensive (expense)/income 
  for the year                                (8,813)          9,010 
                                        -------------  ------------- 
 
 

Consolidated Statement of Financial Position

As at 28 February 2017

 
                                  28 February   29 February 
                                         2017          2016 
                                      GBP'000       GBP'000 
 Non-current assets 
 Property, plant and equipment 
 - Land and buildings                 156,458       169,327 
 - Plant and machinery                 49,675        28,246 
 - Fixtures, fittings and 
  equipment                             1,682           705 
 - Commercial vehicles and 
  aircraft                            118,475        19,689 
                                 ------------  ------------ 
                                      326,290       217,967 
 
 Investment in associates 
  and joint ventures                   59,198        62,699 
 Investment property                    3,150        46,965 
 Intangible assets                    108,358       112,296 
 Trade and other receivables           13,401        13,401 
                                 ------------  ------------ 
                                      510,397       453,328 
                                 ------------  ------------ 
 Current assets 
 Inventories                           63,728        45,083 
 Trade and other receivables           48,066        48,950 
 Cash and cash equivalents             30,653         9,858 
 Assets held for sale                  13,106         5,354 
                                      155,553       109,245 
                                 ------------  ------------ 
 
 Total assets                         665,950       562,573 
                                 ------------  ------------ 
 
 Non-current liabilities 
 Loans and borrowings               (133,072)      (48,892) 
 Defined benefit pension 
  scheme                              (5,705)       (2,708) 
 Other liabilities                   (21,600)      (19,786) 
 Deferred tax                        (21,083)      (18,290) 
 Provisions                           (8,176)       (4,699) 
                                 ------------  ------------ 
                                    (189,636)      (94,375) 
                                 ------------  ------------ 
 Current liabilities 
 Trade and other payables            (61,487)      (38,239) 
 Loans and borrowings                (18,287)       (8,958) 
 Corporation tax                      (7,098)       (7,090) 
 Provisions                           (1,908)         (242) 
                                     (88,780)      (54,529) 
                                 ------------  ------------ 
 
 Total liabilities                  (278,416)     (148,904) 
                                 ------------  ------------ 
 
 Net assets                           387,534       413,669 
                                 ============  ============ 
 
 Capital and reserves 
 Issued share capital                  35,434        35,434 
 Share premium                        301,326       301,326 
 Foreign currency exchange 
  reserve                               2,766         (179) 
 Reserve for own shares held 
  by employee benefit trust             (330)         (330) 
 Retained earnings                     48,338        77,418 
 
 Group shareholders' equity           387,534       413,669 
                                 ============  ============ 
 

Consolidated Statement of Changes in Equity

For the year ended 28 February 2017

 
                                                           Reserve 
                                                Foreign    for own 
                          Issued               currency     shares 
                           share      Share    exchange       held    Retained      Total 
                         capital    premium     reserve     by EBT    earnings     equity 
                         GBP'000    GBP'000     GBP'000    GBP'000     GBP'000    GBP'000 
---------------------  ---------  ---------  ----------  ---------  ----------  --------- 
 Balance at 1 
  March 2016              35,434    301,326       (179)      (330)      77,418    413,669 
 Loss for the 
  year                         -          -           -          -     (9,184)    (9,184) 
 Other comprehensive 
  income/(expense) 
  for the year                 -          -       2,945          -     (2,574)        371 
---------------------  ---------  ---------  ----------  ---------  ----------  --------- 
 Total comprehensive 
  income/(expense) 
  for the year                 -          -       2,945          -    (11,758)    (8,813) 
 Employee benefit 
  trust                        -          -           -          -         587        587 
 Share-based 
  payment credit               -          -           -          -       1,000      1,000 
 Tax on share-based 
  payment credit               -          -           -          -         857        857 
 Sale of treasury 
  shares                       -          -           -          -      15,042     15,042 
 Purchase of 
  treasury shares              -          -           -          -        (81)       (81) 
 Dividends                     -          -           -          -    (34,727)   (34,727) 
 Balance at 28 
  February 2017           35,434    301,326       2,766      (330)      48,338    387,534 
---------------------  ---------  ---------  ----------  ---------  ----------  --------- 
 

Consolidated Statement of Changes in Equity

For the year ended 29 February 2016

 
                                                          Reserve 
                                                              for 
                                                Foreign       own 
                          Issued               currency    shares 
                           share      Share    exchange      held    Retained      Total 
                         capital    premium     reserve    by EBT    earnings     equity 
                         GBP'000    GBP'000     GBP'000   GBP'000     GBP'000    GBP'000 
---------------------  ---------  ---------  ----------  --------  ----------  --------- 
 Balance at 1 
  March 2015              35,434    301,326     (1,016)     (330)      70,834    406,248 
 Profit for the 
  year                         -          -           -         -       8,794      8,794 
 Other comprehensive 
  income/(expense) 
  for the year                 -          -         837         -       (621)        216 
---------------------  ---------  ---------  ----------  --------  ----------  --------- 
 Total comprehensive 
  income/(expense) 
  for the year                 -          -         837         -       8,173      9,010 
 Share-based payment 
  credit                       -          -           -         -         648        648 
 Tax on share-based 
  payment credit               -          -           -         -          79         79 
 Sale of treasury 
  shares                       -          -           -         -      17,360     17,360 
 Dividends                     -          -           -         -    (19,676)   (19,676) 
 Balance at 29 
  February 2016           35,434    301,326       (179)     (330)      77,418    413,669 
---------------------  ---------  ---------  ----------  --------  ----------  --------- 
 

Consolidated Statement of Cash Flows

For the year ended 28 February 2017

 
                                       Year ended     Year ended 
                                      28 February    29 February 
                                             2017           2016 
                                          GBP'000        GBP'000 
 Cash (used in)/generated 
  from continuing operations              (1,720)            159 
 Income taxes refunded                          -          3,246 
                                    -------------  ------------- 
 Net cash (outflow)/inflow 
  from operating activities               (1,720)          3,405 
 
 Purchase of property, plant 
  and equipment and investment 
  property                               (14,496)       (45,283) 
 Proceeds from grants                       3,925              - 
 Proceeds from the sale of 
  property, plant and equipment 
  and investment property                  47,063          7,340 
 Proceeds from disposal of 
  assets held for sale                      7,328          7,359 
 Acquisition of subsidiary 
  undertakings (net of cash 
  acquired and fees)                        7,664              - 
 Proceeds from sale and leaseback 
  (net of fees)                                 -         16,769 
 Refundable deposit advanced              (1,618)              - 
 Distributions from joint 
  ventures                                  2,926          4,264 
 Non-underlying transaction                 (400)              - 
  costs 
 Equity investment in associates         (12,455)              - 
  and joint ventures 
 Net amounts advanced to joint 
  ventures                                      -        (3,768) 
 Other loans advanced                           -          (300) 
 Interest received                            302             29 
 Cash inflow from discontinued              (235)              - 
  operations 
                                    -------------  ------------- 
 Net cash inflow/(outflow) 
  from investing activities                40,004       (13,590) 
                                    -------------  ------------- 
 
 Dividend paid on ordinary 
  shares                                 (34,727)       (19,676) 
 Repayment of capital element 
  of finance leases                      (10,942)        (8,402) 
 Net drawdown from revolving 
  credit facility                          15,197         26,812 
 Sale of treasury shares, 
  net of costs                             14,961         17,360 
 Interest paid                            (1,978)        (1,767) 
 Net cash (outflow)/inflow 
  from financing activities              (17,489)         14,327 
                                    -------------  ------------- 
 Increase in cash and cash 
  equivalents                              20,795          4,142 
                                    -------------  ------------- 
 Cash and cash equivalents 
  at beginning of year                      9,858          5,716 
                                    -------------  ------------- 
 Cash and cash equivalents 
  at end of year                           30,653          9,858 
                                    -------------  ------------- 
 
 

Notes to the Consolidated Financial Statements

For the year ended 28 February 2017

Accounting Policies of Stobart Group Limited

Basis of Preparation and Statement of Compliance

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

These Group financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) as adopted by the European Union ('adopted IFRSs').

The financial statements of the Group are also prepared in accordance with the Companies (Guernsey) Law 2008.

Stobart Group Limited is a Guernsey registered company. The Company's ordinary shares are traded on the London Stock Exchange.

Going Concern

The Group's business activities, together with factors likely to affect its future performance and position, are set out in the Chief Executive's Statement and the financial position of the Group, its cash flows and funding are set out in the Financial Review.

The Group has considerable financial resources, together with contracts with a number of customers and suppliers. The financial forecasts show that the Group's remaining borrowing facilities are adequate such that the Group can operate within these facilities and meet its obligations when they fall due for at least 12 months.

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 financial statements have been prepared on a going concern basis.

Segmental Information

The reportable segment structure is determined by the nature of operations and services. The operating segments are Stobart Energy, Stobart Aviation, Stobart Rail, Stobart Investments and Stobart Infrastructure.

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

The Stobart Aviation segment specialises in the operation of commercial airports, airline operations and aircraft leasing.

The Stobart Rail segment specialises in delivering internal and external civil engineering development projects including rail network operations.

The Stobart Investments segment holds a non-controlling interest in a transport and distribution business.

The Stobart Infrastructure segment specialises in management, development and realisation of a portfolio of property assets as well as investments in biomass energy plants.

The Executive Directors are regarded as the Chief Operating Decision Maker. The Directors monitor the results of each business unit separately for the purposes of making decisions about resource allocation and performance assessment. The main segmental profit measure is underlying EBITDA, which is calculated as profit/(loss) before tax, interest, depreciation, amortisation and before fuel swaps and non-underlying items. The aircraft leasing business joint venture was included in the Investments segment in the prior year's annual report segmental information note. This business became a subsidiary during the year and has been included in the Aviation segment in the segmental analysis in the current year. The prior year figures for the aircraft leasing business, which were included in the Investments segment in the prior year's annual report, have been restated to be consistent. This is considered to better reflect the management of the business.

Income taxes, finance costs and certain central costs are managed on a Group basis and are not allocated to operating segments.

 
 
   Year ended 28                                                                                Adjustments 
   February 2017             Energy   Aviation      Rail   Investments   Infrastructure    and eliminations      Group 
                            GBP'000    GBP'000   GBP'000       GBP'000          GBP'000             GBP'000    GBP'000 
 Revenue 
 External                    60,811     27,499    30,527             -            5,532               5,034    129,403 
 Internal                     6,905        599    17,547             -              493            (25,544)          - 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 Total revenue               67,716     28,098    48,074             -            6,025            (20,510)    129,403 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 
 Underlying EBITDA           10,242        107     3,919         9,378           18,934             (7,598)     34,892 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 (Loss)/gain on 
  fuel swaps                      -       (11)         -             -                -               1,365      1,354 
 Depreciation               (3,794)    (4,186)   (1,045)             -             (84)               (269)    (9,378) 
 Interest                         8      (533)     (179)             -            1,613               (516)        393 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 Underlying profit/(loss) 
  before tax                  6,456    (4,623)     2,695         9,378           20,463             (7,018)     27,351 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 New business and 
  new contract set 
  up costs                  (2,999)          -         -             -                -                   -    (2,999) 
 Restructuring 
  costs                        (83)          -         -             -                -                   -       (83) 
 Transaction costs                -          -         -             -                -             (2,003)    (2,003) 
 Bad debt write-off         (1,869)          -         -             -                -                   -    (1,869) 
 Amortisation of 
  acquired intangibles        (221)          -         -             -                -             (3,717)    (3,938) 
 Impairment of 
  goodwill/credit 
  for business purchase           -          -         -             -                -            (21,646)   (21,646) 
 Non-underlying 
  items included 
  in share of post-tax 
  profits of associates 
  and joint ventures              -          -         -       (2,839)                -                   -    (2,839) 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 Profit/(loss) 
  before tax                  1,284    (4,623)     2,695         6,539           20,463            (34,384)    (8,026) 
                           --------  ---------  --------  ------------  ---------------  ------------------  --------- 
 
 
 Restated 
  Year ended 29                                                                                  Adjustments 
  February 2016               Energy   Aviation      Rail   Investments   Infrastructure    and eliminations     Group 
                             GBP'000    GBP'000   GBP'000       GBP'000          GBP'000             GBP'000   GBP'000 
 Revenue 
 External                     66,009     22,864    28,783             -            4,090               4,984   126,730 
 Internal                      7,439         11    17,374             -              219            (25,043)         - 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 Total revenue                73,448     22,875    46,157             -            4,309            (20,059)   126,730 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 
 Underlying EBITDA             9,085      3,665     3,393         9,780           10,459             (6,431)    29,951 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 Loss on fuel swaps                -          -         -             -                -             (2,184)   (2,184) 
 Depreciation                (2,909)    (3,957)   (1,276)             -             (48)               (245)   (8,435) 
 Interest                       (22)      (180)     (216)             -            1,006             (1,547)     (959) 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 Underlying profit/(loss) 
  before tax                   6,154      (472)     1,901         9,780           11,417            (10,407)    18,373 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 New business and 
  new contract set 
  up costs                         -    (1,214)         -             -                -                   -   (1,214) 
 Transaction costs                 -          -         -             -                -               (395)     (395) 
 Amortisation of 
  acquired intangibles         (221)          -         -             -                -             (3,717)   (3,938) 
 Non-underlying 
  items included 
  in share of post 
  tax profits of 
  associates and 
  joint ventures                   -          -         -       (2,835)                -                   -   (2,835) 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 Profit/(loss) 
  before tax                   5,933    (1,686)     1,901         6,945           11,417            (14,519)     9,991 
                            --------  ---------  --------  ------------  ---------------  ------------------  -------- 
 

No segmental assets or liabilities information is disclosed because no such information is regularly provided to, or reviewed by, the Chief Operating Decision Maker.

Inter-segment revenues are eliminated on consolidation. Included in adjustments and eliminations are net central costs of GBP6,754,000 (2016: GBP10,257,000) and an intra-group profit of GBP264,000 (2016: GBP150,000). There is also external income within adjustments and eliminations which comprises brand licence income, merchandising income and income from other business services.

Business Combinations

On 24 February 2017, the Group acquired the remaining 33.3% of the ordinary shares in Propius Holdings Limited (Propius). Propius is registered in the Cayman Islands. The principal activity of Propius is aircraft leasing. Together with the existing 66.7% already owned by the Group prior to the acquisition, this gave the Group control over Propius.

Control was only deemed to be obtained on 24 February 2017, due to the existence of a previously held shareholder agreement.

The primary reason for the acquisition was to give the Group more control over its ability to grow and develop its aviation operations across the UK, Ireland and Europe.

The provisional fair values of the identifiable assets and liabilities of Propius as at the date of acquisition are as follows:

 
                                   Provisional 
                                    fair value 
                                    recognised 
                                            on 
                                   acquisition  Book Value 
                                        GBP000      GBP000 
 
Property, plant and equipment          100,135     100,135 
Trade and other receivables                933         933 
Cash and cash equivalents               14,406      14,406 
Loans and borrowings                  (70,742)    (66,797) 
Trade and other payables                 (818)       (818) 
Maintenance deposits                         -    (11,704) 
Deferred tax liabilities               (2,651)     (1,691) 
Net identifiable assets 
 and liabilities                        41,263      34,464 
                                  ============  ========== 
 
 
Consideration paid: 
Cash                                    11,763 
Fair value of existing equity 
 interest                               28,149 
Total consideration                     39,912 
                                  ============ 
 
Excess fair value of net 
 assets over consideration               1,351 
                                  ============ 
 
 

The consideration comprised cash of GBP11,763,000 and the existing owned proportion of the fair value of the net assets at acquisition date of GBP28,149,000. There was no contingent consideration as defined in IFRS 3 'Business Combinations' in connection with this acquisition. The Group incurred acquisition-related transaction costs of GBP1,402,000. These costs have been included in non-underlying other operating expenses in the Group's Consolidated Income Statement.

Immediately prior to this acquisition, the Group owned 66.7% of Propius which was disclosed as an equity accounted joint venture with a carrying value of GBP22,771,000.

The difference of GBP5,378,000, between this carrying value of GBP22,771,000 and the existing owned proportion of the net assets at acquisition date of GBP28,149,000, has been recognised in the Consolidated Income Statement within impairment of goodwill/credit for business purchase.

The excess of fair value of net assets over consideration of GBP1,351,000 has been taken to the Consolidated Income Statement, and is disclosed within impairment of goodwill/credit for business purchase. Due to fair value adjustments and the transaction being completed at a later date than the price being agreed, net assets exceeded consideration.

In the four days to 28 February 2017, the subsidiary contributed net profit of GBP34,000 to the consolidated loss for the year. If the acquisition had occurred on the first day of the accounting period, Group revenue would have been an estimated GBP12,152,000 higher before elimination of intra-group trading and net profit would have been an estimated GBP1,811,000 higher, excluding share of profits already recognised.

Acquisition of Everdeal Holdings Limited

On 8 February 2017, the Group acquired the remaining 19% of the ordinary shares in Everdeal Holdings Limited (Everdeal). Everdeal is registered in Ireland. The principal activity of Everdeal is the operation of an airline. Eight of the aircraft in the Everdeal fleet are leased from the group headed by Propius Holdings

Limited.

Control was only deemed to be obtained on 8 February 2017, due to clauses within the Articles of Association.

The primary reason for the acquisition was to give the Group more control over its ability to grow and develop its aviation operations across the UK, Ireland and Europe. Although Everdeal had book value net liabilities of GBP26.9m on acquisition, the Directors are satisfied that their future actions can have a positive impact on the financial position and performance of this business.

The acquisition had the following effect on the Group's assets and liabilities:

 
                                   Provisional 
                                    fair value 
                                    recognised 
                                            on      Book 
                                   acquisition     value 
                                        GBP000    GBP000 
 
Property, plant and equipment            1,158     1,158 
Inventory                                3,066     3,282 
Trade and other receivables              6,256     6,256 
Cash and cash equivalents                7,188     7,188 
Loans and borrowings                   (7,843)   (7,843) 
Trade and other payables              (27,530)  (27,530) 
Maintenance reserve liability          (3,728)   (6,813) 
Deferred tax liabilities                 (386)         - 
Provisions                             (5,992)   (2,584) 
Net identifiable assets 
 and liabilities                      (27,811)  (26,886) 
                                  ============  ======== 
 
 
Consideration paid: 
Cash                                       564 
Fair value of existing 
 equity interest                             - 
Total consideration                        564 
                                  ============ 
 
Goodwill                                28,375 
                                  ============ 
 
 

The consideration comprised cash of GBP564,000 and the existing owned proportion of the fair value of the net assets at acquisition date of GBPnil. There was no contingent consideration as defined in IFRS 3 'Business Combinations' in connection with this acquisition. The Group incurred acquisition-related transaction costs of GBP200,000. These costs have been included in non-underlying other operating expenses in the Group's Consolidated Income Statement.

Immediately prior to this acquisition, the Group owned 81% of Everdeal which was disclosed as an equity accounted associate with a carrying value of GBPnil. There was no resulting gain or loss taken to the income statement following remeasurement of this investment.

In the 20 days to 28 February 2017, the subsidiary contributed a net loss of GBP1,064,000 to the consolidated loss for the year. If the acquisition had occurred on the first day of the accounting period, Group revenue would have been an estimated GBP111,364,000 higher and net profit would have been an estimated GBP1,177,000 higher.

Following an impairment review, during which the future forecasts of the business were reviewed, the goodwill arising on acquisition was written off in full in the Consolidated Income Statement and disclosed within impairment of goodwill/credit for business purchase.

Non-Underlying Items

Non-underlying items included in the Consolidated Income Statement comprise the following:

 
 Operating expenses                         2017      2016 
                                         GBP'000   GBP'000 
--------------------------------------  --------  -------- 
 New business and new contract 
  set up costs                             2,999     1,214 
 Transaction costs                         2,003       395 
 Restructuring costs                          83         - 
 Bad debt write-off                        1,869         - 
 Amortisation of acquired intangibles      3,938     3,938 
 Impairment of goodwill/credit            21,646         - 
  for business purchase 
--------------------------------------  --------  -------- 
                                          32,538     5,547 
--------------------------------------  --------  -------- 
 
 
 Share of post-tax profits of               2017      2016 
  associates and joint ventures 
                                         GBP'000   GBP'000 
--------------------------------------  --------  -------- 
 Amortisation of acquired intangibles      2,839     2,835 
--------------------------------------  --------  -------- 
                                           2,839     2,835 
--------------------------------------  --------  -------- 
 

New business and new contract set up costs comprise costs of investing in major new business areas or major new contracts to commence or accelerate development of our business presence. The costs in the current year were in relation to the development of the Energy business, principally pre-contract costs and excess costs incurred due to delays in customer plants becoming operational.

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

Restructuring costs comprise costs of integration plans and other business reorganisation and restructuring undertaken by management. Costs include cost rationalisation, site closure costs, certain short-term duplicated costs and other costs related to the reorganisation and integration of businesses. These are principally expected to be one-off in nature.

The bad debt write-off relates to a significant receivable, written off due to the customer entering administration.

Amortisation of acquired intangibles comprises the amortisation of intangible assets including those identified as fair value adjustments in acquisition accounting. The charge in the year is principally in connection with amortisation of the brand assets.

Impairment of goodwill/credit for business purchase comprises the following:

 
                                           2017      2016 
                                        GBP'000   GBP'000 
-------------------------------------  --------  -------- 
 Everdeal goodwill                       28,375         - 
 Propius credit for business purchase   (1,351)         - 
 Revaluation gain on equity accounted   (5,378)         - 
  investment in Propius 
-------------------------------------  --------  -------- 
                                         21,646         - 
-------------------------------------  --------  -------- 
 

Non-underlying items included in the share of post-tax profits of associates and joint ventures all relate to the investment in Greenwhitestar Holding Company 1 Limited. Amortisation of acquired intangibles includes amortisation of the customer relationships.

Dividends

 
 Dividends paid on ordinary    2017      2017   2016      2016 
  shares 
                               Rate             Rate 
                                  p   GBP'000      p   GBP'000 
----------------------------  -----  --------  -----  -------- 
 Interim dividend paid 
  20 January 2017               3.0    10,630      -         - 
 Interim dividend paid 
  7 October 2016                3.0    10,327      -         - 
 Final dividend for 2016 
  paid 8 July 2016              4.0    13,770      -         - 
 Interim dividend paid 
  4 December 2015                 -         -    2.0     6,559 
 Final dividend for 2015 
  paid 3 July 2015                -         -    4.0    13,117 
----------------------------  -----  --------  -----  -------- 
                               10.0    34,727    6.0    19,676 
----------------------------  -----  --------  -----  -------- 
 

An interim dividend of 3.0p per share totalling GBP10,630,000 was paid on 7 April 2017. A final dividend of 4.5p per share totalling GBP15,945,000 was declared on 11 May 2017 and subject to shareholder approval will be paid on 7 July 2017. Neither of these dividends are recognised as a liability as at 28 February 2017.

Financial Assets and Liabilities

 
 Loans and borrowings                                            2017      2016 
                                                              GBP'000   GBP'000 
-----------------------------------------------------------  --------  -------- 
 Non-current 
 Fixed rate: 
 
   *    Obligations under finance leases and hire purchase 
        contracts                                               7,847     6,608 
                                                               64,269         - 
   *    Bank loans 
 Variable rate: 
 
   *    Obligations under finance leases and hire purchase 
        contracts                                              19,252    15,902 
 
   *    Bank loans                                             41,704    26,382 
-----------------------------------------------------------  --------  -------- 
                                                              133,072    48,892 
-----------------------------------------------------------  --------  -------- 
 Current 
 Fixed rate: 
 
   *    Obligations under finance leases and hire purchase 
        contracts                                               1,401     2,295 
                                                                6,975         - 
   *    Bank loans 
 Variable rate: 
 
   *    Obligations under finance leases and hire purchase 
        contracts                                               9,911     6,663 
                                                               18,287     8,958 
-----------------------------------------------------------  --------  -------- 
 
 Total loans and borrowings                                   151,359    57,850 
-----------------------------------------------------------  --------  -------- 
 Cash                                                          30,653     9,858 
-----------------------------------------------------------  --------  -------- 
 Net debt                                                     120,706    47,992 
-----------------------------------------------------------  --------  -------- 
 

The obligations under finance leases and hire purchase contracts are taken out with various lenders at fixed or variable interest rates prevailing at the inception of the contracts.

During the year, the GBP50,000,000 variable rate committed revolving credit facility with a facility end date of January 2019 was amended to GBP65,000,000 and extended to an end date of January 2020. This facility was drawn at GBP42,200,000 (2016: GBP27,000,000) at the year end.

The Group was in compliance with financial covenants throughout both the current and prior year.

Note to the Consolidated Cash Flow Statement

 
                                             Year ended     Year ended 
                                            28 February    29 February 
                                                   2017           2016 
                                                GBP'000        GBP'000 
----------------------------------------  -------------  ------------- 
 
 (Loss)/profit before tax                       (8,026)          9,991 
 
 Adjustments to reconcile (loss)/profit 
  before tax to net cash flows: 
 
 Non-cash: 
 Gain in value of investment 
  properties                                    (2,898)        (8,441) 
 Realised profit on sale of 
  property, plant and equipment 
  and investment properties                    (15,196)          (183) 
 Share of post-tax profits of 
  associates and joint ventures 
  accounted for using the equity 
  method                                        (6,876)        (8,295) 
 (Profit)/loss on disposal of/loss 
  in value of assets held for 
  sale                                          (2,747)             16 
 Profit on sale and leaseback                         -        (1,893) 
 Release of deferred profit                       (772) 
  on sale and leaseback                                              - 
 Depreciation of property, plant 
  and equipment                                   9,378          8,435 
 Finance income                                 (2,925)        (1,343) 
 Finance costs                                    2,532          2,302 
 Release of grant income                          (313)          (302) 
 Release of deferred premiums                   (3,045)              - 
 Impairment of goodwill/credit                   21,646              - 
  for business purchase 
 Amortisation of intangibles                      3,938          3,938 
 Charge for share based payments                  1,000            648 
 (Gain)/loss on fuel swaps mark 
  to market valuation                           (1,820)          1,497 
 
 Working capital adjustments: 
 Decrease in inventories                            215          1,535 
 Decrease/(increase) in trade 
  and other receivables                           5,767        (3,747) 
 Decrease in trade and other 
  payables                                      (1,578)        (3,999) 
 
 Cash (used)/generated from 
  continuing operations                         (1,720)            159 
----------------------------------------  -------------  ------------- 
 

Related Parties

Relationships of Common Control or Significant Influence

WA Developments International Limited is owned by W A Tinkler. During the year, the Group made purchases of GBP344,000 (2016: GBPnil) relating to the provision of passenger transport and the Group levied recharges of GBP38,000 (2016: GBP41,000) relating to the recovery of staff costs and expenses to WA Developments International Limited. GBPnil (2016: GBPnil) was due from and GBPnil (2016: GBPnil) was due to WA Developments International Limited at the year end.

Apollo Air Services Limited is owned by W A Tinkler. During the year, the Group made purchases of GBP388,000 (2016: GBP525,000) relating to the provision of passenger transport and sales of GBP35,000 (2016: GBP19,000) relating to fuel to Apollo Air Services Limited. GBPnil (2016: GBPnil) was owed by the Group and GBP7,000 (2016: GBPnil) was owed to the Group by this company at the year end.

During the year, the Group made purchases of GBP2,000 (2016: GBP4,000) and sales of GBP9,000 (2016: GBP54,000) to WA Tinkler Racing, a business owned by W A Tinkler, relating to car hire. GBP2,000 (2016: GBPnil) was owed to the Group and GBPnil (2016: GBPnil) was owed by the Group at the year end.

During the year, a number of close family members of W A Tinkler were employed by the Group. The total emoluments of those close family members, including benefits provided as part of their employment, amounted to GBP33,000 (2016: GBP53,000).

Associates and Joint Ventures

The Group headed by Greenwhitestar Holding Company 1 Limited, which owns Eddie Stobart Logistics Limited, is an associate undertaking. During the year, the Group made sales of GBP4,138,000 (2016: GBP11,962,000), mainly relating to cost recharges (see below), and purchases of GBP1,006,000 (2016: GBP5,160,000), mainly relating to haulage costs and cost recharges (see below). A balance of GBP156,000 (2016: GBP475,000) was owed by the Group and GBP741,000 (2016: GBP684,000) was owed to the Group at the year end. These balances are shown within current trade and other receivables/payables. The Group has guaranteed certain obligations under leases for properties operated by Eddie Stobart Logistics.

Significant examples of cost recharges are time apportioned staff costs, truck and trailer hire costs, property leases, office space rental charges, fuel and car costs, IT hardware and software costs and payroll processing costs.

On 8 February 2017, the Group acquired a controlling interest in Everdeal Holdings Limited which was previously classified as a joint venture. Prior to acquisition, the Group had loans, not part of the net investment, outstanding from companies within the group headed by Everdeal Holdings Limited, with a book value of GBP6,538,000 (2016: GBP6,538,000). The loans were unsecured and due for repayment within one year. Prior to acquisition, the Group made sales of GBP693,000 (2016: GBPnil) to the Group headed by Everdeal Holdings Limited, mainly relating to the provision of aircraft, fuel and landing charges, and purchases of GBP75,000 (2016: GBPnil).

The Group had loans, not part of the net investment, outstanding from its associate interest, Shuban Power Limited, of GBP5,250,000 (2016: GBP5,250,000) at the year end, disclosed within trade and other receivables in non-current assets. The interest outstanding at the year end was GBP1,475,000 (2016: GBP1,055,000) and is disclosed within trade and other receivables. The loans are unsecured, will be settled in cash and have no fixed repayment date.

The Group had loans, not part of the net investment, outstanding from its associate interest, Shuban 6 Limited, of GBP849,000 (2016: GBP849,000) at the year end, disclosed within trade and other receivables in non-current assets. The interest outstanding at the year end was GBP112,000 (2016: GBP45,000) and is disclosed within trade and other receivables. The loans are unsecured, will be settled in cash and have no fixed repayment date.

The Group had loans, not part of the net investment, outstanding from its associate interest, Mersey Bioenergy Holdings Limited, of GBP7,302,000 (2016: GBP7,302,000) at the year end. This balance is disclosed within trade and other receivables in non-current assets. The interest outstanding at the year end was GBP1,967,000 (2016: GBP838,000) and is disclosed within trade and other receivables. The loans are unsecured, have a ten-year term ending in November 2024 and will be settled in cash.

There were no other balances between the Group and its joint ventures and associates during the current or prior year.

All loans are unsecured and all sales and purchases are settled in cash on the Group's standard commercial terms.

Post Balance Sheet Events

In April 2017, the Group entered an arrangement to sell and leaseback eight ATR 72-600 aircraft. The Group received net proceeds of $62.7m (GBP50.2m) after repayment of existing financing in respect of the aircraft of $85.3m, including refundable deposits withheld of $3.8m (GBP3.0m) and $1.0m (GBP0.8m) in rental payments. The leases are for a ten-year term with an option to terminate after six years. Aggregate payments under the leases will amount to $15.4m (GBP12.3m) per annum. The Group will continue to operate all eight aircraft within its airline, primarily providing flights under the Aer Lingus franchise agreement.

On 25 April 2017, the Group disposed of its 49% investments in Greenwhitestar Holding Company 1 Limited and Greenwhitestar Finance Limited for consideration comprising cash of GBP113.3m and a 12.5% shareholding in Eddie Stobart Logistics plc. Eddie Stobart Logistics plc was admitted to AIM on 25 April 2017 and the 12.5% shareholding was valued at GBP71.5m on admission.

There were no other events after the reporting period that are material for disclosure in the financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR ABMITMBMBMLR

(END) Dow Jones Newswires

May 11, 2017 02:01 ET (06:01 GMT)

Grafico Azioni Esken (LSE:ESKN)
Storico
Da Set 2024 a Ott 2024 Clicca qui per i Grafici di Esken
Grafico Azioni Esken (LSE:ESKN)
Storico
Da Ott 2023 a Ott 2024 Clicca qui per i Grafici di Esken