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Preliminary Results

26th Apr 2006 13:30

Tanfield Group PLC26 April 2006 Tanfield Group plc Preliminary Results Twelve months to December 31st, 2005 Highlights •Turnover Growth £22.4 million from £10.7million •Operating profit (continuing and discontinuing) before tax £2.0m compared to loss of £5.8million. •Strengthened Balance Sheet £11.8million net assets from £1.4million. •Continued growth in order book. •Launch of new products: Aerial Access; Electric Vehicles. •Confirmed orders for new range of electric vehicles. Tanfield Group Plc (TAN) is pleased to announce its preliminary results for thetwelve month period to 31 December 2005 and also takes the opportunity tocomment on the structure of the Group, acquisitions, recent trading performanceand future prospects. Following the large scale restructuring in 2004, the financial results for thetwelve months to December 2005 demonstrate strong growth, profitability and arobust balance sheet. Summary of Financial Performance Turnover for the twelve month period grew to £22.4m, which compares to £10.7mfor the full year to December 2004. This follows significant organic growth inthe Group's operations and integrating the Smith Electric Vehicles business,which has stimulated sales growth across all of the Group's divisions. Operating profit (continuing and discontinuing) before tax for the period of£2.0m compares favourably to the loss of £5.8m in the year to December 2004. The balance sheet has been significantly strengthened during the period, withnet assets at the end of December of £11.8m compared to £1.4m at the end of2004. We now have Net Current Assets of £2.5m, compared to Net CurrentLiabilities of £1.9m at December 2004 and total debt has reduced to £2.8m atDecember 2005. During the period, a new £4m Group bank facility was agreed which not onlyincreases the working capital facilities available to the Group, but alsosignificantly reduces its cost of borrowing. Furthermore, the Group raisedmortgage funding to allow it to acquire the long leasehold on two of itsbuildings on the Tanfield site for a consideration of £1.16m. Structure of the Group Over the past twelve months the Group has developed a portfolio of businessesfocused on providing zero emission vehicles and zero emission industrialproducts to customers operating in closed urban and industrial environments.This portfolio of businesses is supported by our well-established engineeringcapability. Smith Electric Vehicles: is the largest manufacturer of commercial road goingelectric vehicles in the world with a customer base of over 500 operating bothin the private and public sectors. It provides customers with vehicles usingtraditional technology and more recently has begun to deliver Faraday vehicleswhich have proven innovative technology with much greater range and speed. Italso provides a national service and maintenance infrastructure to thesecustomers with over 120 engineers in the field at eleven depots. Thisinfrastructure gives customers, particularly large fleet users, the confidencethat the Group can support the vehicles in the field. Norquip: is one of the world's leading manufacturer of ground support equipmentin the form of airport service vehicles and passenger transfer units. Since thebusiness was relaunched by the Group and the design of vehicles re-engineered,product has been delivered to customers and both the order book is ahead of planand enquiry levels very buoyant. Jumbotugs: is a UK brand that is recognised worldwide for producing one of thebest electric powered tow tractors and platform trucks. These vehicles are usedpredominantly in the Airport and Industrial sectors.Aerial Access: is a manufacturer with a global reputation for innovation and astrong heritage in the design and manufacture of high quality electricallypowered aerial lifts and access platforms.Tanfield Engineering Systems: is an engineering business that as well assupporting the Group's own product range also provides complex integratedsystems to third party blue chip customers. Growth of the Group The profitable growth over the past year demonstrates the success of thestrategy for the Group to concentrate on the expansion of the product ranges ofelectric vehicles and aerial access equipment and on value added engineeringwork with blue chip customers. The Group is considering further consolidation ofall its assembly processes onto one site as the Directors believe this wouldincrease operational efficiency. Existing operational improvements at theTanfield site have already significantly reduced the unit cost of manufactureand improved output volumes. Trading Update The acquisition of SEV Group at the end of 2004 and of Norquip mid 2005 haveboth proved to be a success which the Directors believe have significantlyincreased the growth potential for the Group. Smith Electric Vehicles The most exciting development has been the significant growth in the order bookfor electric vehicles. There has been a substantial increase in orders forvehicles in the public sector : for municipals in such areas as waste disposal,parks and gardens maintenance, hospitals and universities; and in the privatesector for home delivery companies, airport operators and wider industry. Thishas led to a quadrupling of output since the end of the third quarter of 2004.The increase in sales has been reflected in both the traditional type vehiclesand, more significantly, the updated technology vehicles such as Faraday. Service and Maintenance: There has been a doubling of sales in the service andmaintenance division over the past twelve months. There continues to be furthergrowth potential in this division based out of our nationwide chain of depots.SEV currently has over 120 people employed in servicing and maintaining electricvehicles throughout the UK, increased from 80 people at the half year. TheDirectors expect that this division will be further supplemented by increasedbusiness from existing customers. Also, as each new electric vehicle is sold itnormally involves a five year service and maintenance contract. The availabilityof this service and maintenance network gives existing and future buyers ofelectric vehicles the confidence that there is a high level of support for theirfleets. New Vehicle Production: During the past twelve months this division hasdeveloped two new road going electric vehicles that can achieve ranges of over100 miles and speeds of 50 mph. These vehicles cater for the demand in the homedelivery market. The vehicles are now in production for a number of customersincluding, as well as those who traditionally buy electric vehicles, a numberwho have not previously bought electric vehicles. We have established for thesenew users that the vehicles offer significant whole life cost savings over, andare comparable in driveability to equivalent diesel vehicles. Orders for New Vehicles (Faraday): As well as being in final negotiations with anumber of other significant logistics, courier, Internet and home shoppingcompanies. The following customers have confirmed orders; • Sainsbury PLC - Home shopping delivery • Petit Forestier - Europe wide Chilled Food distribution • BAA - Airport transit and transport usage • Co-Op Services- Secure data and recyclable waste transport • Enterprise plc - Facilities management usage • MRS Ltd - Estate services and management The above orders reflect the level of acceptance in the market for our newvehicles. New Vehicle Development: We are also working in collaboration with a nationalparcel delivery company and a specialist national food chain business to producevehicles that meet specific specifications for their operations. These twovehicles have a potential demand of several thousand units within their sectors.They are expected to be ready for production by September 2006. We are alsodeveloping a "mini-bus" vehicle for the National Trust. They have severalhundred such diesel vehicles across their estate and want to replace these withzero emission electric vehicles. By the end of 2006 we expect to have introduced five new electric vehicles tothe market, each with a number of body configurations. Aerial Access There has been growth in both existing and new markets. More aggressivemarketing of what was already a well respected product range meant that during2005 there was large growth in the United States and mainland Europe. Thebusiness has aimed at serving the independent sector of this market. Output Growth: Sales have increased by over 400% during the year with 90% ofthese exported sales. The division has experienced further substantial growth inEurope over the past six months, seeing output rise to this market by over 250%.The drivers behind this growth are better distribution channels, the appointmentof new, better qualified agents and improvements to the range. Another importantdriver is the legislation introduced across Europe, The Health and Safety atWork Regulation, which limits the use of ladders and forces people to either usescaffolding or powered work platforms. A new range of Aerial Access lifts, based on a standardised build programme,with enhanced features, was launched at the end of 2005. This product range hasbeen well received by the market and orders have exceeded expectation.Distribution of the product range will be increased over the next twelve monthsby appointing more agents in mainland and Eastern Europe. The new venture with apartner in China is progressing and production will commence in the fourthquarter of this year. Jumbotugs Before the acquisition of SEV by Tanfield Group, this business had received verylittle development or focused investment for a number of years. The opportunityto provide zero emission tow tractors to the airport sector is a large, globalopportunity and the sector is under pressure to reduce emissions. The productrange has been re-engineered for ease of manufacture and to improve margins andthe revised product has been very well received in the market place. During2005, sales grew by 300% to over £1million and the business achieved 80% ofexport sales. This year to date, the sales and order book exceed this figuresubstantially. Enquiries are at an unprecedented level. A new vehicle has beenintroduced to the market and is currently being trialled by two major nationalairlines. The trials to date are proving successful and because of its uniqueperformance characteristics the vehicle has the potential to increase the salesof the business significantly over the next twelve months. Norquip The acquisition of the Norquip business for £280k in May 2005 has proven to be aworthwhile investment. The market has received the re-launch of the businesswith great enthusiasm. Sales are ahead of plan and the order book has grownsubstantially. This business exports 80% of its sales. This acquisition hasincreased our product offering in the airport sector and it allows the Group tointegrate this product range with our electric drive train. This integration hasproved very successful and we have received orders for 4 vehicles incorporatingthis technology, thus providing a product which was previously mounted on adiesel vehicle as a zero emission vehicle. Tanfield Engineering Systems The Group has leveraged the exceptional engineering capability of this divisionto support the development and sales of its product based businesses. There hasseen significant organic growth within Tanfield Engineering Systems with themonthly run rate growing significantly and steadily during the year and we areconfident of being able to grow this business further. In 2005 this divisionaccounted for 45% of sales of the Group. This year it will represent less than20% due to the growth and acquisitions in other areas Summary Following a year of large scale change in our business model and the strategicacquisitions of SEV Group and Norquip, the Group is now demonstrating markedlyimproved profitable growth. The product portfolio that has been put together ishighly complementary and has major growth potential in several large globalmarkets. We have a number of exciting new products and projects in the pipeline,in both the Aerial Access and Electric Vehicle sectors, which are soon to belaunched and we are seeing continuing organic growth in all our chosen targetmarkets. We are also now operating from a position of renewed financialstrength. There has been major change in our organisation over the past twelve months.This would not have been possible without the efforts of all our people. I wouldlike to take this opportunity to thank all our people for their efforts over thepast 12 months and for the continuing support of all our stakeholders. Roy StanleyChairman Tanfield Group plc TANFIELD GROUP PLC CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 £000's £000'sContinuing Operations Revenue 22,431 10,687 Other operating income 42 1Changes in inventories of finished goods 1,983 (12)and WIPRaw materials and consumables used (9,112) (3,692)Reversal of previously impaired assets 69 -Staff costs (9,080) (5,457)Depreciation and amortisation expense 456 (490)Other operating expenses (4,680) (3,305) ------- --------Profit/(Loss) from continuing operations 2,109 (2,268) Finance costs (109) (643) ------- --------Net Profit/(Loss) before tax for year 2,000 (2,911) Income tax expense (344) 38 ------- --------Profit/(Loss) for the year from 1,656 (2,873)continuing operations Discontinued operationsProfit/(Loss) for period from 38 (2,936)discontinued operations ------- --------Net profit for the year 1,694 (5,809) ======= ======== Earnings per shareFrom continuing operationsBasic 1.00p -3.98pDiluted 0.97p -3.98p From continuing and discontinuedoperationsBasic 1.03p -8.04pDiluted 0.99p -8.04p CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2005 2005 2004 £000's £000'sASSETS Non Current AssetsProperty, Plant and Equipment 4,015 2,289Goodwill 5,143 4,913Intangible Assets 3,213 604 ------- -------- 12,371 7,806 ------- --------Current AssetsInventories 4,377 2,417Trade and Other Receivables 5,700 4,041Cash and Cash Equivalents 1,478 8,746 ------- -------- 11,555 15,204 ------- --------TOTAL ASSETS 23,926 23,010 ======= ========LIABILITIESCurrent liabilitiesTrade and Other Payables 5,511 6,711Tax Liabilities 299 -Obligations Under Finance Leases 631 547Bank and other Loans and Overdrafts 1,048 9,620Other Creditors 1,583 -Provisions - 279 ------- -------- 9,072 17,157 ------- --------Non Current LiabilitiesBank and other Loans 1,392 329Other Creditors 211 291Obligations Under Finance Leases 723 927Deferred Tax Liability 45 -Convertible Loan Notes 69 1,663Provisions 661 1,209 ------- -------- 3,101 4,419 ------- --------TOTAL LIABILITIES 12,173 21,576 ------- -------- EquityShare Capital 1,905 1,328Share Premium Account 1,509 18,632Share Option reserve 308 410Loan Stock Equity Reserve 6 169Merger Reserve 1,534 1,534Capital Reduction Reserve 7,228 -Profit And Loss Account (737) (20,639) ------- --------Total Equity 11,753 1,434 ------- -------- ------- --------Total Equity & Liabilities 23,926 23,010 ======= ======== CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2005 Share Share Share Capital Loan Merger Profit Total capital Options Premium Reduction Stock Reserve and Loss Equity reserve Reserve Equity Account Reserve £000's £000's £000's £000's £000's £000's £000's £000's Balance at 1 617 410 12,529 - 1,534 (14,908) 182January 2004 Issue of new 711 6,103 - - - - 6,814share capitalEquity element - - - - 169 - - 169of loan stockNet loss for the - - - - - - (5,809) (5,809)yearBalance at 1 1,328 410 18,632 - 169 1,534 (20,717) 1,356January 2005- prior period - - - - - - 78 78adjustments ------ ------ ------ ------ ------ ------ ------ ------- as restated 1,328 410 18,632 - 169 1,534 (20,639) 1,434 Exercise of 12 (102) - - - - 134 44share options Issue of new 356 - 6,517 - - - - 6,873share capital Capital - - (25,302) 7,228 - - 18,074 -ReductionConversion of 200 - 1,581 - (163) - - 1,618convertible loannotesShares issued 9 - 81 - - - - 90forconsiderationNet profit for - - - - - - 1,694 1,694the year Balance at 31 1,905 308 1,509 7,228 6 1,534 (737) 11,753December 2005 ------ ------ ------ ------ ------ ------ ------ ------ CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 £000's £000's Operating ActivitiesCash used in operations (1,990) (2,614)Interest paid (207) (620) ------ --------Net Cash used in Operating activities (2,197) (3,234) ------ -------- Investing ActivitiesAcquisitions (324) (2,541)Purchase of property, plant and equipment (2,562) (202)Proceeds from sale of property, plant andequipment - 222Purchase of intangible fixed assets (1,488) (11)Interest received 98 18 ------ -------- Net cash used in investing activities (4,276) (2,514) ------ -------- Financing ActivitiesIssue of ordinary share capital 6,886 6,714Repayment of bank loans 742 (110)Capital element of finance leases (121) (648) ------ -------- Net cash from financing 7,507 5,956 ------ -------- Net Increase in Cash and Cash Equivalents 1,034 208 Cash and cash Equivalents at beginning of Year (74) (282) ------ --------Cash and Cash equivalents at end of the year 960 (74) ------ -------- Notes 1. Accounting Policies The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") for the first time. 2. Unaudited Financial Statements The above figures do not constitute full accounts within the meaning of Section 240 of the Companies Act 1985. The figures for the year ended 31st December 2004 constitute abridged accounts extracted from the published accounts for the year which have been filed with the Registrar of Companies and on which the auditors' report was unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. These figures have been restated in accordance with IFRS. The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") for the first time. 3. Earnings per ordinary share Earnings per share have been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of shares in issue is 165,038,027 (2004 - 72,209,946), and the earnings, being the profit on ordinary activities after taxation and minority interest are £1,694,000. (2004: loss of £5,809,000). The weighted average number of shares for diluted earnings per share is 169,884,842, and the diluted earnings are £1,649,000. No diluted loss per share was disclosed in 2004 as the share options were anti dilutive. Year ended 31 December 2005 Year ended 31 December 2004 Pence PenceEarnings/(Loss) Per share 1.03 (8.04)Diluted Earnings per share 0.99 (8.04) 4 Explanation of transition to IFRS This is the first year that the company has presented its financial statements under IFRS. The following disclosures are required in the year of transition. The last financial statements under UK GAAP were for the year ended 31 December 2004 and the date of transition to IFRS was therefore 1 January 2004. Group Balance Sheet Reclassifications IFRS results in a number of reclassifications between balance sheet categories. For clarity, the reclassifications are shown in a separate column to the other IFRS impacts which increase or decrease net assets. Share Based Payments Under IFRS2 'Share Based Payments' a charge to the income statement is made reflecting the fair value of options granted. The Group has elected to apply the exemption permitted under IFRS1 in respect of options granted but not vested before 1 January 2005 to not implement IFRS2. There have been no resulting changes in financial statements. Business Combinations The Group has not elected to make retrospective application of IFR 3 in respect of business combinations prior to the transition date of 1st January 2004. In October 2004, the Group acquired SEV Group Ltd. The business combination has been restated to comply with IFRS 3. Assets acquired have been valued at deemed cost. The impact has been the reclassification of part of the goodwill as an intangible asset representing the value of the order book acquired of £560,000. Goodwill IAS 36 has been applied in testing the goodwill for impairment at the date of transition to IFRS. No changes have been made to the carrying amounts of goodwill. Under IFRS 3 there is no amortisation of goodwill. The impact has been the write back of goodwill amortisation after the transition date of £236,000. Loan Stock Equity Under IAS 32 'Financial Instruments: Presentation and Disclosure'. On initial recognition the carrying amount of convertible loan stock is allocated between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Group. The effective interest rate on the liability component is 10.5%. The impact has been the re-categorisation of £169,000 from non current liabilities to equity. Intangible Assets. Under IAS 38 'Intangible Assets', where software does not form an integral part of the machinery or computer hardware to which it relates it is accounted for separately as an intangible asset. The impact of this is the re-categorisation of £44,000 from tangible to intangible assets. Tanfield Group Plc Income Statement Reconciliation 31 December 2004---------------------- ------------------ ---------------------------------------------------------- ------------------UK GAAP balances in UK GAAP IFRS UK GAAP balances in IFRS FRS IFRS balances in IFRS format Format adjts Adjustments ---------------------- ------------------ ---------------------------------------------------------- ------------------ £000's £000's £000's £000's £000's £000's Reclass Amortisation Writeback of Order of Book goodwillTurnover 11,765 (1,078) 10,687 Revenue - - 10,687 RevenueCost of sales (9,020) 9,020 - - -------- ------- ------ ------ ------ ------Gross profit 2,745 1 1 Other operating - - 1 Other operating income income (12) (12) Changes in - - (12) Changes in inventories inventories (3,692) (3,692) Raw materials and - - (3,692) Raw materials and consumables consumables used (5,457) (5,457) Employee Costs - - (5,457) Employee benefit costs (412) (412) Depreciation and (78) - (490) Depreciation and amortisation expense amortisation expense (3,541) (3,541) Other operating 236 (3,305) Other expenses chargesAdministrative (7,920) 7,920expenses -------- ------- ------ ------ ------ ------Operating loss (5,175) - (2,426) Operating loss (78) 236 (2,268)Interest receivable 18 - 18 Interest receivable 18& similar income & similar income interest payable & (848) 187 (661) Interest payable & (661) Finance costssimilar charges similar charges -------- ------- ------ ------ ------ ------Loss on ordinary (6,005) (2,936) (3,069) Loss on ordinary (78) 236 (2,911) Loss before taxactivities before activities beforetax taxTax charge on profit 38 - 38 Tax charge on profit 38 Income taxon ordinary on ordinary expenseactivities activities -------- ------- ------ ------ ------ ------Loss on ordinary (5,967) (2,936) (3,031) Loss on ordinary (78) 236 (2,873)activities after tax activities after taxDiscontinued - - Discontinued - Discontinuedoperations operations operationsLoss for period from - (2,936) (2,936) Loss for period from (2,936) Loss for perioddiscontinued discontinued from discontinuedoperations operations operations -------- ------- ------ ------ ------ ------Retained loss (5,967) - (5,967) Retained loss (78) 236 (5,809) Net loss for the year NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2005 Consolidated Balance Sheet Reconciliation - 31 December 2004 ---------------------- ------------------ ---------------------------------------------------------- ------------------UK GAAP balances IFRS UK GAAP balances Further IFRS adjustments (UK GAAP to IFRS) IFRS balances inin UK GAAP Format Adjustments in IFRS format IFRS format Creditors Provisions---------------------- ------------------ ---------------------------------------------------------- ------------------ £000's £000's £000's £000's £000's £000's £000's £000's £000's Reclassi- Write Order Reclassi- fication back of Book fication of goodwill Capitali- intangibles 2004 sation ASSETS ASSETS ASSETSFixed Assets Non Current Non Current Assets AssetsTangible 2,333 - - 2,333 Property, (44) - - - 2,289 Property,Assets Plant and Plant and Equipment EquipmentGoodwill 5,237 - - 5,237 Goodwill - 236 (560) - 4,913 GoodwillIntangible - - - Intangible 44 - 560 - 604 Intangibleassets Assets Assets ------- ----------------- ------ ---------------------------------- ------- 7,570 - - 7,570 - 236 - - 7,806 ------- ----------------- ------ ---------------------------------- -------Current Current Assets CurrentAssets AssetsStocks 2,417 - - 2,417 Inventories - - - - 2,417 InventoriesDebtors due 4,041 - - 4,041 Trade and - - - - 4,041 Trade andwithin one Other Otheryear Receivables ReceivablesCash and 8,746 - - 8,746 Cash and Cash - - - - 8,746 Cash andbalances with Equivalents Cashbanks Equivalents ------- ----------------- ------ ---------------------------------- ------- 15,204 - - 15,204 15,204 ------- ----------------- ------ ---------------------------------- -------Total Assets 22,774 - - 22,774 Total Assets -- 236 - - 23,010 Total Assets ------- ----------------- ------ ---------------------------------- ------- EQUITY & EQUITY & EQUITY &LIABILITIES LIABILITIES LIABILITIESCapital and Equity EquityreservesShare Capital 1,328 - - 1,328 Share Capital - - - - 1,328 Share CapitalShares to be 410 - - 410 Capital - - - - 410 Shareissued Reserves Option Reserve - - - 169 169 Loan Stock Equity ReserveMerger 1,534 - - 1,534 Merger reserve - - - - 1,534 Mergerreserve reserveCapital 18,632 - - 18,632 Capital - - -- - 18,632 Share Reserves Reserves Premium AccountProfit and (20,875) - - (20,875) Profit and - 236 - - (20,639) Profit andloss account loss account loss account ------- ----------------- ------ ---------------------------------- -------Total Equity 1,029 - - 1,029 Total Equity - 236 - 169 1,434 Total Equity ------- ----------------- ------ ---------------------------------- ------- Creditors: 3,379 (3,379) - - Non-current Non-currentdue after one liabilities liabilitiesyear 389 389 Bank Loans - - - (60) 329 Bank Loans 1,832 1,832 Convertible - - - (169) 1,663 Convertible Loan Notes Loan Notes 927 927 Obligations - - - - 927 Obligations Under Finance Under Leases Finance Leases Consolidated Balance Sheet Reconciliation - 31 December 2004 (continued) ---------------------- ------------------ ---------------------------------------------------------- ------------------UK GAAP balances IFRS UK GAAP balances Further IFRS adjustments (UK GAAP to IFRS) IFRS balances inin UK GAAP Format Adjustments in IFRS format IFRS format Creditors Provisions---------------------- ------------------ ---------------------------------------------------------- ------------------ £000's £000's £000's £000's £000's £000's £000's £000's £000's 1,488 1,488 Provisions - - - (279) 1,209 Provisions 231 231 Other creditors - - - 60 291 Other creditors 3,379 - 1,488 4,867 - - - (448) 4,419Provisions 1,488 (1,488) -forliabilities &charges ------- ----------------- ------ ---------------------------------- ------Current 16,878 (16,878) - Current Currentliabilities liabilities liabilities 6,711 6,711 Trade and Other - - - - 6,711 Trade and Payables Other Payables 547 547 Obligations - - - - 547 Obligations Under Finance Under Finance Leases Leases 9,620 9,620 Bank Loans and - - - - 9,620 Bank Loans and Overdrafts - Overdrafts due within 1 yr - Provisions - - - 279 279 Provisions ------- ----------------- ------ ---------------------------------- ------ 16,878 16,878 - 16,878 - - - 279 17,157 ------- ----------------- ------ ---------------------------------- ------Total 21,745 - - 21,745 Total - - - 169 21,576 TotalLiabilities Liabilities Liabilities ------- ----------------- ------ ---------------------------------- ------ ------- ----------------- ------ ---------------------------------- ------Total equity 22,774 - - 22,774 Total equity & - 236 - 23,010 Total equity& liabilities liabilities & liabilities ------- ----------------- ------ ---------------------------------- ------ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 Tanfield Group Plc Consolidated Balance Sheet Reconciliation - 31 December 2003----------- ------------------ ------ ------------------- ----------------------- ---------------------------UK GAAP IFRS Adjustments UK GAAP balances Further IFRS adjustments (UK GAAP IFRS balances inbalances in UK in IFRS format to IFRS) IFRS formatGAAP Format Creditors Provisions----------- ------------------ ------ ------------------- ----------------------- --------------------------- £000's £000's £000's £000's £000's £000's £000's Reclassification Reclass- of intangibles ificationASSETS ASSETS ASSETSFixed Non Current Non CurrentAssets Assets AssetsTangible 2,962 - - 2,962 Property, (40) - 2,922 Property,Assets Plant and Plant and Equipment EquipmentGoodwill 4,556 - - 4,556 Goodwill - - 4,556 GoodwillIntangible - - - - Intangible 40 - 40 Intangibleassets Assets Assets ------- ------- ---- ------ ----- ----- ------ 7,518 - - 7,518 7,518 ------- ------- ---- ------ ----- ----- ------Current Current CurrentAssets Assets AssetsStocks 779 - - 779 Inventories - - 779 InventoriesDebtors due 1,228 - - 1,228 Trade and - - 1,228 Trade andwithin one Other Otheryear Receivables ReceivablesCash and 3,172 - - 3,172 Cash and - - 3,172 Cash andbalances Cash Cashwith banks Equivalents Equivalents ------- ------- ---- ------ ----- ----- ------ 5,179 - - 5,179 - - 5,179 ------- ------- ---- ------ ----- ----- ------Total 12,697 - - 12,697 Total - - 12,697 TotalAssets Assets Assets ------- ------- ---- ------ ----- ----- ------EQUITY & LIABILITIES EQUITY & EQUITY & LIABILITIES LIABILITIESCapital and reserves Equity EquityShare 617 - - 617 Share - - 617 ShareCapital Capital CapitalShares to 410 - - 410 Shares to - - 410 Sharebe issued be issued Options ReserveMerger 1,534 - - 1,534 Merger - - 1,534 Mergerreserve reserve reserveCapital 12,529 - - 12,529 Capital - - 12,529 CapitalReserves Reserves ReservesProfit and (14,908) - - (14,908) Profit and - - (14,908) Profit andloss loss lossaccount account account ------- ------- ---- ------ ----- ----- ------Total 182 - - 182 Total - - 182 TotalEquity Equity Equity ------- ------- ---- ------ ----- ----- ------Creditors: 3,418 (3,418) - Non-current Non-currentdue after liabilities liabilitiesone year 850 - 850 Bank Loans - - 850 Bank Loans 1,784 - 1,784 Convertible - - 1,784 Convertible Loan Notes Loan Notes 784 - 784 Obligations - - 784 Obligations Under Under Finance Finance Leases Leases 544 544 Provisions - (195) 349 Provisions ------- ------- ---- ------ ----- ----- ------ 3,418 - 544 3,962 (195) 3,767 ------- ------- ---- ------ ----- ----- ------Provisions 544 - (544) - - -for liabilities& charges ------- ------- ---- ------ ----- ----- ------ Tanfield Group Plc Consolidated Balance Sheet Reconciliation - 31 December 2003--------------------- -------- ------ ------------------------- ----------------------- ---------------------------UK GAAP balances in IFRS Adjustments UK GAAP balances Further IFRS adjustments (UK GAAP IFRS balances in IFRS UK GAAP Format in IFRS format to IFRS) format Creditors Provisions--------------------- -------- ------ ------------------------- ----------------------- --------------------------- £000's £000's £000's £000's £000's £000's £000's Reclassification Reclassi- of intangibles fication Current 8,553 (8,553) - - Current Currentliabilities liabilities liabilities 4,046 - 4,046 Trade and - - 4,046 Trade and Other Other Payables Payables 1,053 - 1,053 Obligations - - 1,053 Obligations Under Finance Under Finance Leases Leases 3,454 - 3,454 Bank Loans - - 3,454 Bank Loans and and Overdrafts Overdrafts - due within 1 yr - Provisions - 195 195 Provisions ------- ------- ----- ------ ------ ------ ------ 8,553 8,553 - 8,553 - 195 8,748 ------- ------- ----- ------ ------ ------ ------Total 12,515 - - 12,515 Total - - 12,515 TotalLiabilities Liabilities Liabilities ------- ------- ----- ------ ------ ------ ------Total equity 12,697 - - 12,697 Total equity - - 12,697 Total equity && liabilities & liabilities liabilities ------- ------- ----- ------ ------ ------ ------ NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 Tanfield Group Plc 2004 Cash Flow Statement Reconciliation UK GAAP balances in IFRS Format IFRS Adjustments Total IFRS Adj IFRS----------------------- -------- -------------- ----------- -------- -------- £000's £000's £000's £000's Reclass of intangible fixed assetsOperating ActivitiesProfit before taxand interest expense (5,175) - - (5,175)Depreciation ofproperty, plant andequipment 570 (20) - (20) 550Impairment ofproperty, plant andequipment 1,337 - - - 1,337Amortisation ofintangible fixedassets 236 20 - 20 256(Increase)/decreasein debtors (998) - - - (998)(Decrease)/Increasein creditors 813 - - - 813(Decrease)/Increasein provisions 284 - - - 284(Increase)/decreasein inventories 319 - - - 319Interest paid (620) - - - (620) -------- -------------- ----------- -------- --------Net Cash fromOperating activities (3,234) - - - (3,234) -------- -------------- ----------- -------- --------Investing ActivitiesAcquisitions (2,541) - - - (2,541)Purchase ofproperty, plant andequipment (213) 11 - 11 (202)Proceeds from saleof property, plantand equipment 222 - - - 222Purchase ofintangible fixedassets - (11) - (11) (11)Interest received 18 - - - 18 -------- -------------- ----------- -------- --------Net cash used ininvesting activities (2,514) - - - (2,514) -------- -------------- ----------- -------- --------Financing ActivitiesIssue of ordinaryshare capital 6,714 - - - 6,714Repayment of bankloans (110) - - - (110)Capital element offinance leases (648) - - - (648) --------Net cash used infinancing 5,956 - - - 5,956 -------- -------------- ----------- -------- --------Net increase/(decrease)in cash and cash equivalents 208 - - - 208 -------- -------------- ----------- -------- -------- This information is provided by RNS The company news service from the London Stock Exchange

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