26th Feb 2019 07:00
Augean plc ("Augean" or the "Group")
Final results for the year ended 31 December 2018
Augean, one of the UK's leading specialist waste management businesses, is pleased to announce its preliminary results for the year ended 31 December 2018
Financial highlights
From continuing operations and excluding exceptional items and share based payments1:
· Adjusted1 revenue excluding landfill tax increased by 22% to £68.8m (2017: £56.3m)
· Adjusted profit before taxation1 increased by 69% to £11.4m (2017: £6.8m)
· Adjusted1 basic earnings per share increased by 56% to 8.52 pence (2017: 5.47p)
· Sale of loss-making Colt and Colt Property for £2.2m and AIS for £4.0m in 2018
· East Kent sale completed in January 2019 for £3.35m
· Net cash position of £8.2m at year end (2017: net debt of £10.8m), at 15 February 2019 further improved to £12.5m with additional £2.3m to come from sale of East Kent
Operational Highlights
· Excellent progress on business optimisation programme with cost savings exceeding the target
· Sales growth in all sites with Treatment & Disposal up 24% and North Sea 19%.
· Double digit growth from residues from Energy from Waste (EfW) plants despite customers having a disproportionate amount of "downtime" and no new municipal EfW plants opening in 2018. Recovery in the market position for soils reflecting a more focused team from the end of H1 - overall volumes up by around a third for the full year despite being down one third in H1
· Continued diversification in North Sea into industrial services, decommissioning and waste management more than offsetting reduced drilling volumes resulting in profit more than doubling. The forward contract base is secured with a major contract renewal and new significant decommissioning contract out of Dundee
· Contracts renewed in January 2019 representing one third of 2018 Group profit and new contract awards with EfW plants expected to start late 2019 with full impact by 2021
HMRC
· The Group maintains its dialogue with HMRC with respect to landfill tax and has received final assessments in respect of two Group companies - Augean North and Augean South
· Hardship has been granted for the assessments received by Augean North, confirming that no cash payment will be required for this Company before the conclusion of any tribunal. The Group is legally challenging these assessments through tribunal
Outlook
· Further growth targeted in the core key markets of Energy from Waste and North Sea Decommissioning
· Strong start to initial trading in the first months of 2019 with results well ahead of prior year and in line with expectations. The Board is confident in the Group's prospects for the year
Commenting on the Results, Jim Meredith, Executive Chairman, said:
"2018 was a pleasing year as the Group continued to make significant changes to streamline activities, enhance performance and focus on both cash generation and retention. Strong trading in the Group's underlying business, the exit from unprofitable businesses, good cash control and cost savings have enabled the Group to report a cash balance of £8.2m compared to the £10.8m debt position reported last year. The Group is currently experiencing strong initial trading for the start of 2019 and the Board is confident in the Group's prospects for the year. Our focus will continue to be on cash control and so improving our cash position."
There will be a meeting for analysts at 9.00am today at the offices of N+1 Singer, 1 Bartholomew Lane, London EC2N 2AX
For further information, please call: |
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Augean plc | 01937 844 980 |
Jim Meredith Executive Chairman Mark Fryer, Group Finance Director
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N+1 Singer | 020 7496 3000 |
Shaun Dobson Jen Boorer
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1 From continuing operations and before exceptional items and share based payments. Prior year comparatives have been restated to exclude operations discontinued in the current year. A reconciliation between statutory and adjusted measures is included in note 10 to this announcement.
Executive Chairman's statement
During 2018, the Group continued to make significant changes to streamline activities, enhance performance and focus on both cash generation and retention. As a result, the adjusted profit before tax (note 10) increased 69% to £11.4m due to strong trading in the Group's underlying business, the exit from unprofitable businesses, cost savings which exceeded target and good cash control (capex and working capital).
The Group is currently trading in line with expectations for 2019 with a continued focus on cash control being reflected in our net cash position.
At an operational level, the Group has achieved a number of key strategic goals including the disposal of the AIS business for a final consideration of £4.0m and the closure of the loss-making Colt business with the sale of the associated assets for a total of £2.2m. Post year end, in January, the Group also disposed of its site at East Kent, shown as an asset held for sale in this report, for £3.35m. The Group continues to secure further contracts with top-tier customers and maintained double digit growth in Energy from Waste (EfW) volumes despite some delays in plants coming online. The Group has maintained its investment in processing solutions to generate the most environmentally beneficial outcomes for our customers whilst ensuring that the associated cost base has been balanced to generate appropriate cash and profit.
Health and safety continues to remain the highest priority for the Board, management and employees across the Group. The management team has continually improved the safety environment by enhancing hazard recognition, risk evaluation and learning from incidents. As such, the number of accidents resulting in injuries in 2018 has reduced by 41%. The Board continues to recognise the risks faced by our people, who work in environments moving, treating and disposing of hazardous waste.
Protecting the environment is not only a matter of compliance with permits but encompasses our broader responsibilities to society and future generations. The Group diligently monitors its performance in this regard, the results of which are regularly reported to the Board. The majority of our sites in England are ranked by the Environment Agency as Category A or as "Excellent" by the Scottish Environmental Protection Agency.
The Board recognises that our business success is dependent on the quality, diligence and hard work of all Augean's employees and I would like to take this opportunity on behalf of the Board to thank everyone who has contributed to the Group's strong progress during a challenging year.
Although the Group's balance sheet and operating cash flow have strengthened considerably in 2018 the Board will maintain its position of not paying a dividend for 2018 (2017 final: nil) whilst the HMRC matter is being resolved. The Group maintains its dialogue with HMRC with respect to landfill tax and has received final assessments in respect of two Group companies.
We maintain our position that we have correctly collected and paid the appropriate landfill tax, based on legal advice received and will robustly defend against the assessments. We have not provided against the assessments and have received notification, in relation to the final assessment which has been issued for Augean North, that we will not need to make a cash payment until the outcome of the tax tribunal is known. I look forward to giving shareholders further clarity and certainty with respect to the Group's position in 2019.
As in previous years, I am pleased to note the addition of new shareholders to our register during the year and again I am thankful for the continued support from all of our investors. After making significant contribution to the Board, Rod Holdsworth leaves the Board in 2019. I thank him for his contribution whilst with the Group.
The Group set ambitious targets for the 2018 year which it met, and indeed in many instances pleasingly exceeded. Undoubtedly 2019 contains uncertainties for the UK economy as a whole whilst the Brexit scenario plays out, but with limited direct exposure to EU, coupled with a strong start to 2019 trading, the Board feels confident in the Group's prospects for the forthcoming year.
I look forward to updating shareholders on our progress during the current financial year.
Jim Meredith
Executive Chairman
25 February 2019
Operating Review
Introduction
The Group's core strategic markets within its reported segments are Energy from Waste, treatment, nuclear decommissioning and North Sea decommissioning. As previously announced, in order to facilitate cost savings and to focus on profitable cash generative growth in these core markets the Group has amended its business unit infrastructure for 2018 as follows:
| Adjusted continuing revenues (£'m) |
| Adjusted operating profit before PLC costs (£'m) | ||
| 2018 | 2017 |
| 2018 | 2017 |
Treatment and Disposal | 47.1 | 38.1 |
| 10.9 | 7.9 |
North Sea Services | 21.7 | 18.2 |
| 2.1 | 0.7 |
Revenues | 68.8 | 56.3 |
| - | - |
Operating Profit pre-central costs | - | - |
| 13.0 | 8.6 |
Central (PLC) costs |
|
|
| (0.8) | (1.0) |
Operating profit post central costs |
|
|
| 12.2 | 7.6 |
Adjusted revenues exclude intra segment trading, discontinued operations and landfill tax. Adjusted operating profit excludes exceptional items, share based payment charges and loss from discontinued operations. A reconciliation of these adjusted metrics is shown in note 10.
Business performance
The Group operated through two business units during 2018 being Treatment & Disposal and North Sea Services; a change from the five business units reported in 2017. The new structure reflects the operational management of the business subsequent to the reduction in cost base implemented in 2017.
Treatment and Disposal
The principal activity of this business unit is the treatment and disposal of waste from Energy from Waste (EfW) incinerators, construction and industrial sites. The largest waste stream by revenue and profit is the disposal of ash from EfW sites which comprises bottom ash and ash from the burning of biomass and municipal waste to generate energy. The largest waste stream by tonnage is contaminated waste materials and soils (including asbestos), mainly from the manufacturing and construction sectors. A key growth market in Treatment and Disposal is low level radioactive waste decommissioning.
Adjusted revenues, excluding landfill tax, increased by 24% to £47.1m (2017: £38.1m), with growth across landfill and treatment inputs. Ash inputs increased 29% to 189,000 tonnes (2017: 147,000). This was despite no new municipal EfW plants coming online in the year and the high downtime experienced by some EfW customers due to operational challenges. Radioactive waste volumes were improved on 2017 with an increase from 6,000 tonnes to 10,600 tonnes.
The adjusted operating profit of Treatment and Disposal increased to £10.9m (2017: £7.9m) due to the increased sales as well as previously announced cost savings.
The Treatment and Disposal strategy is to continue to win new treatment contracts, optimise the use of our treatment plants, and maximise the market opportunity from growth in EfW ash waste volumes, nuclear decommissioning and construction sector wastes. As announced, the Group signed a three-year framework agreement with Land & Water Ltd, the market leading specialist for dredging of inland waterways, to preferentially treat and landfill hazardous materials arising from their dredging activities in February 2019.
North Sea Services (NSS)
The NSS business unit operates in the North Sea Oil & Gas market. The primary revenue streams are from drilling waste management (DWM), including the rental of offshore engineers and equipment to customers, production waste management, onshore & marine industrial services, decommissioning and water treatment.
NSS revenue increased by 19% to £21.7m (2017: £18.2m) on new customer wins in Industrial Services and Waste Management. This segment saw an increase in adjusted operating profit to £2.1m (2017: £0.7m) due to revenue increase, cost savings, better mix and the impact of increased decommissioning activity in the North Sea. Reduced drilling volumes were more than offset by diversification into industrial services, decommissioning and waste management.
The NSS strategy continues to gain traction as the business moves up the supply chain, dealing directly with Oil & Gas operators and top-tier customers, so providing opportunities to widen its service scope more directly with those customers. The NSS facility at the Port of Dundee for the management of waste arising onshore from the decommissioning of offshore assets is now fully operational. This enhances the opportunity for Augean to service the growing North Sea decommissioning market, a multi-billion pound programme decommissioning hundreds of offshore assets which is expected to be active for over 20 years. NSS actively markets these facilities alongside other operators at the port, which in turn cements its international position as a decommissioning facility for the North Sea. At the end of 2018 the Group was awarded a decommissioning contract with Shell for the Curlew vessel; a significant milestone for both Dundee Port and Augean.
Discontinued operations
Augean Integrated Services (AIS) and Colt Industrial Services
AIS was sold on 16th March 2018 to Regen Holdings for total cash consideration of £4.0m. The fixed assets of the Colt business were sold to Future Industrial on 22nd June 2018 for £1.0m and the freehold land and buildings associated with the Colt business was sold for £1.2m on 21 December 2018 in cash consideration. The total consideration of £6.2m has been used to reduce net debt.
East Kent Incinerator
A review of this asset was completed in 2018 and the Group decided that the facility would be mothballed early in the New Year. The assets associated with the facility less committed costs to prepare for sale are therefore classified as an asset held for sale in this report. The previously recognised impairment to the assets associated with this site has been reversed in 2018. On 25 January 2019 the Group sold the land, buildings and plant associated with East Kent High Temperature Incinerator for a total cash consideration of £3.35m.
HMRC assessment
Two Group companies are currently in receipt of final assessments from HMRC for Landfill tax (LFT). As previously announced, Augean has maintained positive discussions with HMRC in an effort to resolve the matter and since the initial pre-assessment notifications the quantum of the assessment has reduced significantly although the basis for assessment is not entirely clear. The amounts for which Augean has been assessed (excluding interest and penalties) total approximately £30.0m.
The Group will now robustly challenge the LFT Assessments that it has or may receive from HMRC, through the tax tribunal system. No payments have been made as a result of the assessments and hardship has been granted in relation to the received final assessment for Augean North, meaning that no payments will fall due for this Company until the outcome of the tax tribunal is completed. The Group remains hopeful that any application for hardship in relation to Augean South Limited will be similarly granted.
The Group intends to account for the legal costs of the dispute with HMRC as an exceptional item but does not intend to make a provision for assessments received to date based on the strength of independent legal and professional advice.
Augean continues to work with stakeholders in the waste and other affected industry sectors on the broader adverse implications for the treatment of hazardous waste. Further announcements will be made at the appropriate time.
Legislative environment
Regulation underpins the demand for Augean's services and accordingly the business follows closely the development of legislation and guidance and engages proactively with policy makers and regulators. The Department for Environment, Food and Rural Affairs (DEFRA) confirmed in 2017 that there is no clear justification or environmental benefit for removal of the derogations supporting the Augean practice for safe treatment of air pollution control residues. This means that the Group continues to treat and landfill these residues in the safest and most appropriate manner.
Planning and permitting
The current site planning permissions extend to 2026 in the case of East Northants Resource Management Facility (ENRMF), 2034 for the Thornhaugh site and for a period of more than 50 years in the case of Port Clarence.
Financial performance
Group overview
A summary of the Group's financial performance, from continuing operations and excluding exceptional items, is as follows. The 2017 comparative has been re stated where appropriate to exclude operations discontinued in 2018.
£'m except where stated | 2018 | 2017 |
Adjusted Revenue | 68.8 | 56.3 |
Adjusted Operating profit | 12.2 | 7.6 |
Adjusted Profit before taxation | 11.4 | 6.8 |
Adjusted Profit after taxation | 9.4 | 6.4 |
Net operating cash flow | 17.2 | 12.6 |
Basic adjusted earnings per share | 8.52p | 5.47p |
Return on capital employed | 22.1% | 9.4% |
Adjusted metrics exclude intra segment trading, discontinued operations and landfill tax. Adjusted operating profit excludes share based payments, exceptional items and loss from discontinued operations. A reconciliation between the adjusted and statutory metrics is shown in note 10 to the accounts.
A consideration of the operational factors affecting performance is included in the operating review.
Exceptional items are detailed below.
Trading, adjusted operating profit and EBITDA
Adjusted revenue from continuing operations, excluding landfill tax, for the 12 months ended 31 December 2018 increased by 22% to £68.8m (2017: £56.3m).
Adjusted operating profit increased by 60% to £12.2m (2017: £7.6m) and adjusted profit before tax increased by 69% to £11.4m (2017: £6.8m), on the same basis.
Adjusted earnings before interest, taxation, depreciation and amortisation (EBITDA), from continuing operations and before exceptional items, is determined as follows:
| 2018 £'m | 2017 £'m |
Adjusted Operating profit | 12.2 | 7.6 |
Depreciation from continuing operations | 6.7 | 6.9 |
EBITDA | 18.9 | 14.5 |
Exceptional items
Exceptional items in 2018 totalled a net profit of £3.3m before taxation. £0.3m exceptional expense related to continuing operations, being £0.2m of net landfill tax legal costs and £0.1m of other costs. £3.6m exceptional profit related to discontinued operations, being the profit on the sale of AIS after fees and internal costs of £0.7m, a profit on disposal of Colt assets of £0.2m and a reversal of impairment in relation to the held for sale East Kent incinerator assets of £2.7m.
Finance costs
Total finance charges were £0.7m (2017: £0.9m) including the interest on bank debt, other financial liabilities and the non-cash unwinding of discounts on provisions.
Earnings per share
Adjusted basic earnings per share (EPS), from continuing operations and excluding exceptional items, increased by 56% to 8.52 pence (2017: 5.47 pence) due to the increased sales and lower costs.
The Group made an adjusted profit after taxation of £9.4m (2017: £6.4m), all of which was attributable to equity shareholders.
The total number of ordinary shares in issue increased during the period from 102,948,036 to 103,786,792 with the weighted average number of shares in issue increasing from 102,808,863 to 103,408,043 for the purposes of basic EPS due to the issue of share to satisfy options granted in previous years.
Dividend
Due to the HMRC position, the Board has decided not to declare a dividend (2017 interim and final: Nil).
Cash flow and net debt
Adjusted net operating cash flows were generated from continuing trading as follows:
| 2018 £'m | 2017 £'m |
EBITDA from continuing operations and before exceptional items | 18.9 | 14.5 |
Net working capital movements for continuing operations | (0.3) | (0.8) |
Interest and taxation payments | (1.4) | (1.1) |
Net operating cash flows from continuing operations and before exceptional items | 17.2 | 12.6 |
The cash flow of the Group is summarised as follows:
| 2018 £'m | 2017 £'m |
Net operating cash flows from continuing operations | 17.2 | 12.6 |
Net operating cash flows from continuing adjusted items | (0.3) | (1.3) |
Net operating cash flows from discontinued operations | (0.9) | (1.9) |
Total net operating cash flows | 16.0 | 9.4 |
Maintenance capital expenditure | (2.0) | (4.5) |
Post-maintenance free cash flow | 14.0 | 4.9 |
Development capital expenditure | (1.4) | (4.3) |
Free cash flow | 12.6 | 0.6 |
Sale of Business and assets | 6.2 | - |
Net cash generation before dividends | 18.8 | 0.6 |
Dividend payments | - | (1.0) |
Net cash generation | 18.8 | (0.4) |
Adjusted net operating cash flow as a percentage of EBITDA was 84% in 2018 (2017: 87%).
The operating cash flow of the Group of £16.0m was used to pay down debt and fund the future growth of the Group, with Capital investment in property, plant & equipment and intangible assets made by the Group totalling £3.4m (2017: £8.8m), split between maintenance capital (to lengthen the productive life of existing assets) of £2.0m and expansion capital (for targeted future growth) of £1.4m.
Post-maintenance free cash flow, as set out in the table above, represents the underlying cash generation of the Group, before any investment in future growth or the payment of dividends to shareholders.
As a result of the above net cash inflow, net cash was at £8.2m at 31 December 2018 compared with net debt of £10.8m at 31 December 2017. Gearing, defined as net debt divided by net assets, is therefore nil (31 December 2017: 22%). The ratio of net debt to EBITDA, from continuing operations and before exceptional items, was negative 0.4 times (2017: 0.8 times).
Financing
During 2018, the activities of the Group were substantially funded by a bank facility, comprising a revolving credit facility and bank overdraft. That facility was renewed on 21 March 2016 with HSBC Bank plc at a level of £20m.The maturity of the facility is October 2020 and the overdraft is reviewed annually. HSBC has, at 31 December 2017 and without expiry, waived breach of the taxation clause of the bank credit facility which requires potential liabilities associated with tax disputes to be less than £0.1m.
Balance sheet and return on capital employed
Consolidated net assets were £60.3m on 31 December 2018 (2017: £50.1m) and net tangible assets, excluding goodwill and other intangible assets, were £40.5m (2017: £30.0m), of which all was attributable to equity shareholders of the Group in both years.
Return on capital employed, defined as adjusted operating profit divided by average capital employed, where capital employed is net assets excluding net cash or net debt, increased to 21.6% in 2018 (2017: 9.4%).
Impairment reviews
In accordance with IAS36 'Impairment of Assets', an annual impairment review was carried out for each cash-generating unit (CGU) to which significant goodwill is allocated and also any other CGU where management believed there may have been an indication of potential impairment to the carrying values of assets in those CGUs.
For the continuing operations of the Group, this exercise was completed for the CGUs within the Treatment & Disposal and North Sea Services reportable segments.
Based on these reviews, no impairments were noted and no reversal of prior year impairments was required.
The cash flows for all CGUs were discounted using a pre-tax discount rate of 8.0% (2017: 8.2%).
Employees
The Group employed an average of 385 staff (2017: 469) over the course of the year. The number of employees in the Group has declined during 2018 reflecting the full year impact of the re-positioning of the cost base of the Group and elimination of the business unit structure.
Brexit
The Group is focussed on trading in Britain and uses disposal infrastructure almost entirely based in the UK. Where disposal routes in mainland Europe are used the financial impact of different scenarios which could result from this external change have been modelled. The impact of Brexit on these routes is difficult to predict but the position is being closely monitored with the Group board having access to expert advice. Coupled with UK Government advice that current waste movement structures will be rolled over in most EU States and the Group's work to establish alternatives, the risk of significant business disruption as a result is expected to be limited.
Key performance indicators
The Augean plc Board of Directors, Group Management Board and local management teams regularly review the performance of the Group as a whole along with the performance of individual business units. This includes the use of a balanced scorecard for applicable key performance indicators (KPIs) to monitor progress towards delivery of the Group's principal targets. These KPIs are consistent with those reported in 2017. The Group regard the performance in 2018 compared to their benchmark, which is the prior year performance, to be satisfactory.
The focus of the Group is in three priority areas.
1. Health & safety: monitored through near miss incidents and the number of accidents incurred;
2. Compliance with regulations, in particular Environment Agency and Scottish Environment Protection Agency audit results; and
3. Financial performance.
KPI | 2018 Outcome | 2017 Outcome | |
Number of incidents (1)
| 16 | 27 | |
Number of near misses reported (2)
| 2,320 | 2,935 | |
Compliance scores (3)
| Landfill & Treatment: Excellent/A-B ANSS: Excellent/E Discontinued operation: E | E&C: A RWS: A I&I: B/Excellent AIS: B ANSS: Excellent | |
Adjusted profit before taxation (4) | £11.4m | £6.8m | |
Post-maintenance free cash flow (5) | £14.0m | £4.9m | |
Return on capital employed (6) | 21.6% | 9.4% | |
Volumes of waste disposed to our landfill sites | 523,000 t | 458,000 t |
|
Ash Volumes treated | 189,000t | 147,000t |
|
Amount of North Sea Oil & Gas revenue generated directly from operators and Top-Tier customers
| 87% of ANSS revenue
| 89% of ANSS revenue
|
|
(1) The number of total reported accidents, that has resulted in injury, including those resulting in damage to plant or equipment. This is an absolute figure which has not been normalised for changes in employee numbers.
(2) The total number of incidents reported which could have resulted in an accident or injury or damage to property.
(3) The average of audit scores notified during the year by the Environment Agency (EA) in England or the Scottish Environment Protection Agency (SEPA) in Scotland. The EA notifies results on the scale A-F and SEPA notifies on the scale Excellent-Very Poor
(4) Group profit before taxation, from continuing operations and excluding exceptional items and IFRS 2 charges
(5) Net operating cash flows, from continuing operations and excluding exceptional items, less maintenance capital expenditure
(6) Calculated as operating profit, from continuing operations and excluding exceptional items, divided by average capital employed, where capital employed is the consolidated net assets of the Group excluding net debt.
Outlook
The Group made significant progress against delivering its strategy during 2018 including generating £18.8m of cash and growing Profit before tax by 69%, therefore providing a stable platform for future growth. A strong start to initial trading has been made in the first months of 2019 with results well ahead of prior year. The Board is confident in the prospects of the Group for the full year.
Consolidated statement of comprehensive income
for the year ended 31 December 2018
| Note | 2018 £'000
|
2017 £'000
|
Revenue |
| 79,749 | 67,036 |
Operating expenses |
| (67,563) | (59,416) |
Adjusted operating profit before share based payments |
| 12,186 | 7,620 |
Share based payments |
| (523) | (194) |
Exceptional items | 3 | (322) | (2,021) |
Operating profit |
| 11,341 | 5,405 |
Net finance charges |
| (748) | (850) |
Profit before tax |
| 10,593 | 4,555 |
Taxation | 4 | (2,043) | (563) |
Profit from continuing operations |
| 8,550 | 3,992 |
Discontinued operations Profit / (Loss) from discontinued operations
|
| 1,389 | (7,486) |
Profit / (loss) for the year and total comprehensive income attributable to equity shareholders of Augean plc |
| 9,939 | (3,494) |
Earnings per share |
|
|
|
Basic | 5 | 9.61p | (3.40)p |
Diluted | 5 | 9.55p | (3.40)p |
Earnings per share (continuing operations) |
|
|
|
Basic | 5 | 8.27p | 3.88p |
Diluted | 5 | 8.21p | 3.82p |
Group Statement of financial position
As at 31 December 2018
|
| Group | |
|
| 2018 £'000 | 2017 £'000 |
Non-current assets |
|
|
|
Goodwill |
| 19,757 | 19,757 |
Other intangible assets |
| 66 | 323 |
Property, plant and equipment |
| 40,373 | 46,678 |
Deferred tax asset |
| 1,781 | 1,243 |
|
| 61,977 | 68,001 |
Current assets |
|
|
|
Inventories |
| 277 | 440 |
Trade and other receivables |
| 18,628 | 19,570 |
Asset held for sale |
| 3,304 | - |
Cash and cash equivalents |
| 11,162 | 6,579 |
|
| 33,371 | 26,589 |
Current liabilities |
|
|
|
Trade and other payables |
| (21,222) | (18,287) |
Current tax liabilities |
| (1,863) | (652) |
Provisions |
| (500) | (50) |
|
| (23,585) | (18,989) |
Net current assets |
| 9,786 | 7,600 |
Non-current liabilities |
|
|
|
Borrowings |
| (2,922) | (17,378) |
Employee benefit liability |
| (351) | - |
Provisions |
| (8,190) | (8,118) |
|
| (11,463) | (25,496) |
Net assets |
| 60,300 | 50,105 |
Shareholders' equity |
|
|
|
Share capital |
| 10,379 | 10,295 |
Share premium account |
| 757 | 757 |
Retained earnings |
| 49,164 | 39,053 |
Total equity |
| 60,300 | 50,105 |
Consolidated statement of cash flow
For the year ended 31 December 2018
|
| Group | |
|
| 2018 £'000 | 2017 £'000 |
Operating activities |
|
|
|
Cash generated from operations | 6 | 17,413 | 10,530 |
Finance charges paid |
| (360) | (429) |
Tax paid |
| (1,063) | (650) |
Net cash generated from operating activities |
| 15,990 | 9,451 |
Investing activities |
|
|
|
Proceeds on disposal of property, plant and equipment |
| 36 | 62 |
Purchases of property, plant and equipment |
| (3,407) | (8,457) |
Purchases of intangible assets |
| (6) | (373) |
Sale of business |
| 6,176 | - |
Net cash generated from / (used in) investing activities |
| 2,799 | (8,768) |
Financing activities |
|
|
|
Dividends paid |
| - | (1,027) |
Issue of equity |
| 84 | 28 |
(Repayment) / drawdown of loan facilities |
| (14,290) | 3,711 |
Repayments of obligations under finance leases |
| - | (4) |
Net cash (used in) / generated from financing activities |
| (14,206) | 2,708 |
Net increase in cash and cash equivalents |
| 4,583 | 3,391 |
Cash and cash equivalents at beginning of year |
| 6,579 | 3,188 |
Cash and cash equivalents at end of year |
| 11,162 | 6,579 |
Statement of changes in shareholders' equity
for the year ended 31 December 2018
| Share capital £'000 | Share premium account £'000 | Retained earnings £'000 |
Total equity £'000 |
At 1 January 2017 | 10,275 | 748 | 43,544 | 54,567 |
Total comprehensive income for the year |
|
|
|
|
Retained loss | - | - | (3,494) | (3,494) |
Total comprehensive income for the year | - | - | (3,494) | (3,494) |
Transactions with the owners of the company |
|
|
|
|
Dividend | - | - | (1,027) | (1,027) |
Issue of equity | 20 | 9 | - | 29 |
Share-based payments | - | - | 194 | 194 |
Tax relating to transactions with owners of the company | - | - | (164) | (164) |
Total transactions with the owners of the company | 20 | 9 | (997) | (968) |
At 31 December 2017 | 10,295 | 757 | 39,053 | 50,105 |
Total comprehensive income for the year |
|
|
|
|
Retained profit | - | - | 9,939 | 9,939 |
Total comprehensive income for the year | - | - | 9,939 | 9,939 |
Transactions with the owners of the company |
|
|
|
|
Issue of equity | 84 | - | - | 84 |
Share-based payments | - | - | 172 | 172 |
Total transactions with the owners of the company | 84 | - | 172 | 256 |
At 31 December 2018 | 10,379 | 757 | 49,164 | 60,300 |
1 Basis of preparation
The financial information set out in this preliminary announcement does not constitute statutory accounts as defined by section 435 of the Companies Act 2006. It has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) adopted for use in the European Union, including IFRIC interpretations issued by the International Accounting Standards Board, and in accordance with the AIM rules and is not therefore in full compliance with IFRS. The principal accounting policies of the Group have remained unchanged from those set out in the Group's 2016 annual report. The financial statements have been prepared under the historical cost convention.
The preliminary results have been prepared on the going concern basis taking into account the Group's net cash, available headroom on bank facilities, the continuing support of the Group bankers HSBC, as well as noting the significant uncertainty around the HMRC issue. Reliance is being taken that HMRC has not required the Group to pay any of the assessments levied to date and advice received is that this will continue for 12 months.
The auditors' reports on the accounts for 31 December 2018 and 31 December 2017 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The financial information for the year ended 31 December 2018 and the year ended 31 December 2017 does not constitute the company's statutory accounts for those years. Statutory accounts for the year ended 31 December 2017 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 2018 were approved by the Board on 25 February 2019 and will be delivered to the Registrar of Companies in due course. The statutory accounts for the period ended 31 December 2018 will be posted to shareholders at least 21 days before the Annual General Meeting and made available on our website www.augeanplc.com.
2 Operating segments
The Group has two reportable segments. The two segments are the Group's strategic business units. This is a change from the five segments reported in 2017 and reflects the Group's revised operating structure as it has operationally restructured and disposed of non-core businesses.
These business units are monitored and strategic decisions are made on the basis of each business unit's operating performance. The Group's business units provide different services to their customers and are managed separately as they are subject to different risks and returns. The Group's internal organisation and management structure and its system of internal financial reporting are based primarily on these operating business units. For each of the business units, the Group's Executive Chairman (the chief operating decision-maker) reviews internal management reports on at least a monthly basis. The following summary describes the operations of each of the Group's reportable segments:
· Treatment and disposal: Augean provides waste remediation, management, treatment and disposal services through its six sites across the UK.
· Augean North Sea Services: Augean provides waste management and waste processing services to oil and gas operators.
Information regarding the results of each reportable segment is included below. Performance is measured based on the segment operating profit, as included in the internal management reports that are reviewed by the Group's Executive Chairman. This profit measure for each business unit is used to measure performance as management believes that such information is the most relevant in evaluating the results of each of the business units relative to other entities that operate within these sectors.
Materially all activities arise almost exclusively within the United Kingdom. Inter-segment trading is undertaken on normal commercial terms.
The 2017 comparative has been restated due to the change in reportable segments. This note includes information in relation to the disaggregation of revenue as described in note 1.
2018 | |||
| Treatment & disposal
£'000 | North Sea Services
£'000 | Group
£'000 |
Revenue |
|
|
|
Incinerator Ash and APCr management | 12,461 | - | 12,461 |
Other landfill activities | 14,301 | - | 14,301 |
Waste treatment activities | 20,664 | - | 20,664 |
Radioactive waste management | 3,517 | - | 3,517 |
Services to Oil production and exploration customers | - | 21,669 | 21,669 |
Total revenue net of landfill tax | 50,943 | 21,669 | 72,612 |
Landfill tax | 10,991 | - | 10,991 |
Total revenue including inter-segment sales | 61,934 | 21,669 | 83,603 |
Inter-segment sales | (3,853) | (1) | (3,854) |
Revenue | 58,081 | 21,668 | 79,749 |
Result |
|
|
|
Operating profit before exceptional items | 10,410 | 2,062 | 12,472 |
Exceptional items (note 3) | (322) | - | (322) |
Operating profit from continuing operations | 10,088 | 2,062 | 12,150 |
Net finance charges |
|
| (749) |
Central costs |
|
| (808) |
Profit before tax from continuing operations |
|
| 10,593 |
Tax (note 4) |
|
| (2,043) |
Profit after tax from continuing operations |
|
| 8,550 |
Profit after tax from discontinued operations (note 11) |
|
| 1,389 |
Profit for the year attributable to equity shareholders of Augean plc |
|
| 9,939 |
|
| 2017 |
| Treatment & disposal
£'000 | North Sea Services
£'000 | Group
£'000 |
Revenue |
|
|
|
Incinerator Ash and APCr management | 10,821 | - | 10,821 |
Other landfill activities | 13,050 | - | 13,050 |
Waste treatment activities | 13,492 | - | 13,492 |
Radioactive waste management | 3,068 | - | 3,068 |
Services to Oil production and exploration customers | - | 18,251 | 18,251 |
Total revenue net of landfill tax | 40,431 | 18,251 | 58,682 |
Landfill tax | 10,697 | - | 10,697 |
Total revenue including inter-segment sales | 51,128 | 18,251 | 69,379 |
Inter-segment sales | (2,341) | (2) | (2,343) |
Revenue | 48,787 | 18,249 | 67,036 |
Result |
|
|
|
Operating profit before exceptional items from continuing operations | 7,736 | 656 | 8,392 |
Exceptional items (note 3) | (1,853) | (168) | (2,021) |
Operating profit from continuing operations | 5,883 | 488 | 6,371 |
Net finance charges |
|
| (850) |
Central costs |
|
| (966) |
Profit before tax from continuing operations |
|
| 4,555 |
Tax (note 4) |
|
| (563) |
Profit after tax from continuing operations |
|
| 3,992 |
Loss after tax from discontinued operations (note 11) |
|
| (7,486) |
Loss for the year attributable to equity shareholders of Augean plc |
|
| (3,494) |
3 Exceptional items
The following pre-tax items have been charged to operating profit:
| 2018 £'000 | 2017 £'000 |
Exceptional items: Continuing operations |
|
|
Restructuring and similar charges | 166 | 928 |
Costs associated with Landfill tax dispute | 156 | 1,093 |
Exceptional charge | 322 | 2,021 |
4 Taxation
Group |
2018 |
| 2017 | |||
| £'000 Continuing operations | £'000 Discontinued operations | £'000 Total | £'000 Continuing operations | £'000 Discontinued operations | £'000 Total |
Current tax |
|
|
|
|
|
|
UK corporation tax on profit for the year | 2,665 | (554) | 2,111 | 775 | (38) | 737 |
Adjustments in respect of prior years | (102) | 439 | 337 | (100) | - | (100) |
| 2,563 | (115) | 2,448 | 675 | (38) | 637 |
Deferred tax |
|
|
|
|
|
|
Charge / (credit) in respect of the current year | (493) | 16 | (477) | (15) | (106) | (121) |
Adjustments in respect of prior years | (27) | (207) | (234) | (97) | (18) | (115) |
| (520) | (191) | (711) | (112) | (124) | (236) |
Tax charge on the result for the year | 2,043 | (306) | 1,737 | 563 | (162) | 401 |
Tax reconciliation - continuing operations
| 2018 |
| 2017 | ||
| £'000 | % | £'000 | % | |
Profit before tax | 10,593 |
| 4,555 |
| |
Tax at theoretical rate | 2,013 | 19% | 877 | 19.25% | |
Effects of: |
|
|
|
| |
- expenses not deductible for tax purposes | 158 | 1% | 244 | 5% | |
- change in tax rate | 51 | 0% | 47 | 1% | |
- effect of share options | (50) | 0% | (5) | 0% | |
- adjustments in respect of prior years | (129) | (1)% | (112) | (2)% | |
Tax charge on results | 2,043 | 19% | 563 | 12% | |
The main rate of corporation tax in the UK was 19.00% (2017: 19.25%).
5 Earnings per share
The calculation of basic earnings per share (EPS) is based on the profit attributable to ordinary shareholders of £9,761,000 (2017: loss of £3,494,000) and a weighted average number of ordinary shares outstanding of 103,408,043 (2017: 102,808,863), calculated as follows:
| 2018 £'000 | 2017 £'000 | |
Profit / (loss) after tax for the purposes of basic and diluted earnings per share | 9,939 | (3,494) | |
Exceptional items net of tax | (3,155) | 8,163 | |
Adjusted profit after tax for the purposes of basic and diluted earnings per share | 6,784 | 4,669 | |
Loss after tax from discontinued operations before exceptional items | 2,026 | 956 | |
Adjusted earnings for the purposes of basic and diluted EPS for continuing operations only | 8,810 | 5,625 | |
Loss after tax from continuing exceptional items | (260) | (1,633) | |
Earnings for the purposes of basic and diluted EPS for continuing operations only | 8,550 | 3,992 | |
Exceptional items above are stated net of a tax charge of £120,000 (2017: £442,000). Loss after tax from discontinued operations is stated net of a tax credit of £487,000 (2017: £109,000). Loss after tax from continuing exceptional items is stated net of a tax credit of £61,000 (2017: £389,000). Pre-tax adjusting items are detailed in notes 3 and 11. The exceptional items have been adjusted, in the adjusted earnings per share, to better reflect the underlying performance of the business, when presenting the basic and diluted earnings per share.
| 2018 number | 2017 number |
Number of shares |
|
|
Weighted average number of shares for basic earnings per share | 103,408,043 | 102,808,863 |
Effect of dilutive potential ordinary shares from share options | 709,119 | 1,790,587 |
Weighted average number of shares for diluted earnings per share | 104,117,162 | 104,599,450 |
Earnings per share |
|
|
Basic | 9.61p | (3.40)p |
Diluted | 9.55p | (3.40)p |
Adjusted earnings per share |
|
|
Basic | 6.56p | 4.54p |
Diluted | 6.52p | 4.46p |
Adjusted earnings per share - continuing operations |
|
|
Basic | 8.52p | 5.47p |
Diluted | 8.46p | 5.38p |
Adjusted earnings per share - discontinued operations |
|
|
Basic | (1.96)p | (0.93)p |
Diluted | (1.96)p | (0.93)p |
Earnings per share - continuing operations |
|
|
Basic | 8.27p | 3.88p |
Diluted | 8.21p | 3.82p |
6 Reconciliation of operating profit / (loss) to net cash generated from / (used in) operating activities
| Group |
| |
2018 £'000
| 2017 £'000
|
| |
Operating profit | 11,341 | 5,405 |
|
Operating profit / (loss) from discontinued operations | 1,083 | (7,648) |
|
Amortisation of intangible assets | 58 | 447 |
|
Depreciation | 7,032 | 5,938 |
|
Impairment (reversal) / charge | (2,644) | 6,307 |
|
Earnings before interest, tax, depreciation and amortisation (EBITDA) | 16,870 | 10,449 |
|
Share based payments | 523 | 194 |
|
Decrease / (increase) in inventories | 162 | (59) |
|
(Increase) in trade and other receivables | (2,473) | (1,109) |
|
Increase in trade and other payables | 4,372 | 474 |
|
(Profit) / Loss on disposal of property, plant and equipment | (1,969) | 61 |
|
(Decrease) / increase in provisions | (72) | 520 |
|
Cash generated from operations | 17,413 | 10,530 |
|
Finance charges paid | (360) | (429) |
|
Tax paid | (1,063) | (650) |
|
Net cash generated from operating activities | 15,990 | 9,451 |
|
The above EBITDA and net cash generated from operating activities includes a total net cash outflow of £322,000 relating to exceptional items (2017: outflow of £1,602,000).
7 Analysis of changes in net debt
The table below presents the net debt of the Group at the balance sheet date.
| 1 January 2018 £'000 | Cash flow
£'000 | Other movement
£'000 | 31 December 2018 £'000 |
Cash and cash equivalents | 6,579 | 4,583 | - | 11,162 |
Bank loans | (17,378) | 14,290 | 166 | (2,922) |
Net (debt) / cash | (10,799) | 18,873 | 166 | 8,240 |
The other movement relates to the amortisation of the fees incurred to set up the bank facility.
8 Contingent liabilities
In accordance with Environmental permitting, the Group has to make such financial provision as is deemed adequate by the Environment Agency to discharge its obligations under the relevant site permits for its landfill sites. Consequently, guarantees have been provided, by certain subsidiaries of the company, in favour of the Environment Agency in respect of the Group's landfill sites. Total guarantees outstanding at the year-end were £9.3m (2017: £8.9m). Future site restoration costs for each landfill site have been provided.
From August 2017, the Group has been in discussions with HMRC as to whether it has paid sufficient landfill tax in relation to its treatment and disposal of hazardous waste.
Based on the legal and other advice received by the Group over several years, Augean is confident that the Group has met its obligations in respect of landfill tax, consistent with the law and official guidance at the time.
The Group is in receipt of final assessments in the name of two group companies for a total of approximately £30.0m before interest and tax. We will robustly challenge this landfill tax assessment and any other subsequent assessment which may be received from HMRC, through the tax tribunal system.
The Group has been accounting for the legal costs of the dispute with HMRC as an exceptional item but has not made a provision for this assessment based on the strength of independent legal and professional advice received. The estimated cash outflow is £nil.
9 Post balance sheet events
On 25 January 2019 the Group sold the land, buildings and plant associated with East Kent High Temperature Incinerator for a total consideration of £3.35m. £2.35m of the consideration is deferred and payable within 3 months of completion.
10 Reconciliation of performance metrics
The following metrics have been used in the Operating review.
Revenue
| 2018
| 2017
| ||||
| Revenue £'000 | Landfill Tax £'000 | Adjusted Revenue £'000 | Revenue £'000 | Landfill Tax £'000 | Adjusted Revenue £'000 |
Treatment & disposal segment | 58,081 | (10,991) | 47,090 | 48,787 | (10,697) | 38,090 |
North Sea Services segment | 21,668 | - | 21,668 | 18,249 | - | 18,249 |
Continued operations | 79,749 | (10,991) | 68,758 | 67,036 | (10,697) | 56,339 |
Discontinued Operations | 7,062 |
| 7,062 | 17,655 | - | 17,655 |
Total Group | 86,811 | (10,991) | 75,820 | 84,691 | (10,697) | 73,994 |
EBIT
| 2018 | |||
| Statutory | Share based payments | Exceptional items | Adjusted |
| £'000 | £'000 | £'000 | £'000 |
Treatment & disposal segment | 10,087 | 523 | 322 | 10,932 |
North Sea Services segment | 2,062 | - | - | 2,062 |
Central costs | (808) | - | - | (808) |
Operating profit from continuing operations | 11,341 | 523 | 322 | 12,186 |
Finance charges | (748) | - | - | (748) |
Profit before tax from continuing operations | 10,593 | 523 | 322 | 11,438 |
Taxation | (2,043) | - | - | (2,043) |
Profit after tax from continuing operations | 8,550 | 523 | 322 | 9,395 |
Discontinued Operations | 1,389 | - | (3,595) | (2,206) |
Total Group Operating profit | 9,939 | 523 | (3,273) | 7,189 |
| 2017 | |||
| Statutory | Share based payments | Exceptional items | Adjusted |
| £'000 | £'000 | £'000 | £'000 |
Treatment & disposal segment | 5,883 | 194 | 1,853 | 7,930 |
North Sea Services segment | 488 | - | 168 | 656 |
Central costs | (966) | - | - | (966) |
Operating profit from continuing operations | 5,405 | 194 | 2,021 | 7,620 |
Finance charges | (850) | - | - | (850) |
Profit Before tax from continuing operations | 4,555 | 194 | 2,021 | 6,770 |
Taxation | (401) | - | - | (401) |
Profit after tax from continuing operations | 4,154 | 194 | 2,021 | 6,369 |
Discontinued Operations | (7,648) | - | 6,584 | (1,064) |
Total Group Operating profit | (3,494) | 194 | 8,605 | 5,305 |
11 Discontinued operations
On 16 March 2018 the Group sold its total waste management business, Augean Integrated Services, for a consideration of £3,998,000.
On 22nd June 2018 the Property, Plant and Equipment of the Colt business was disposed of for £928,000 and the freehold land and buildings associated with the Colt business were subsequently sold for £1,250,000 on 21 December 2018. During the year there was a total £6,176,000 cash inflow associated with investing activities (2017: £nil).
A review of the East Kent asset was completed in the year and the Group has decided and announced to the market that the Facility will be mothballed early in the New Year. As this asset is available for immediate sale and the plan to mothball has been publicly announced and initiated this asset is classified as "held for sale" and the associated result is therefore disclosed as discontinuing.
The AIS and East Kent businesses were previously included in the Group's AIS business unit. The Colt business was part of the Group's Industry and Infrastructure business unit. Neither of these business units exist under the Group's current operating structure.
The analysis below shows the result from these operations:-
| 2018 | |||
| AIS | Colt | East Kent | Total |
| £'000 | £'000 | £'000 | £'000 |
Revenue | 2,053 | 2,592 | 2,893 | 7,538 |
Operating expenses | (1,923) | (4,339) | (3,788) | (10,050) |
Profit / (Loss) before tax and exceptional items | 130 | (1,747) | (895) | (2,512) |
Exceptional items | 728 | 223 | 2,644 | 3,595 |
Profit / (Loss) before tax | 858 | (1,524) | 1,749 | 1,083 |
Taxation |
|
|
| 306 |
Loss after Tax |
|
|
| 1,389 |
|
|
|
|
|
| 2017 | |||
| AIS | Colt | East Kent | Total |
| £'000 | £'000 | £'000 | £'000 |
Revenue | 7,687 | 6,834 | 3,134 | 17,655 |
Operating expenses | (7,931) | (7,546) | (3,242) | (18,719) |
Loss before tax and exceptional items | (244) | (712) | (108) | (1,064) |
Exceptional items | (313) | (6,271) | - | (6,584) |
Loss before tax | (557) | (6,983) | (108) | (7,648) |
Taxation |
|
|
| 162 |
Loss after Tax |
|
|
| (7,486) |
During the year these businesses contributed a net cash outflow of £665,000 (2017: outflow of £3,473,000) to the Group's net operating cash flow.
business after tax is £550,000. The gain on selling the Colt assets and Freehold property after tax is £180,000. A reversal of impairment of £2,644,000 on the East Kent site assets has also been recognised in exceptional costs. The balance of the asset held for sale relates to amounts reclassified from Property Plant and Equipment, as shown in
The cash flows associated with these discontinued operations and reconciliation to total exceptional charge can be determined as follows:
| 2018 Total |
| £'000 |
Proceeds | 6,176 |
Net assets disposed of: |
|
Property, plant and equipment | (2,648) |
Intangible assets | (337) |
Trade and other receivables | (3,096) |
Trade and other payables | 1,730 |
Other | (874) |
Gain on disposal before tax | 951 |
Reversal of impairment (non cash) | 2,644 |
Total exceptional charge | 3,595 |
Other costs represent cash outflows in relation to the arrangement of the sales of discontinued operations.
The reversal of impairment relates to the incinerator at East Kent which was originally impaired in 2016. Market conditions indicated that the asset's value on the open market is in excess of its current carrying value. Therefore income at a level equal to the depreciated historical cost of the impaired assets has been recognised in exceptional items and an equivalent asset has been recognised and classified as an asset held for sale.
12 Annual Report & Accounts
The Annual Report will be sent to shareholders on or before 16 May 2019 and will be available on the Company's website www.augeanplc.com from that date. The Annual General Meeting will be held at 12 noon on 20 June 2018 at 6 Stratton Street, Mayfair, London W1J 8LD.
Related Shares:
AUG.L