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REG-Jarvis PLC Annual Financial Report - Part 8Released: 14/07/2009
Part 8 : For preceding part double-click [nRn7N5989V]
Options are valued using the Black-Scholes option pricing model. All options have a life of three years. The expected volatility used in the valuation model is based on historical volatility over the last three years of a peer group and a nil dividend yield has been assumed. The principal assumptions and key data used
in the calculations are shown below.
Fair value per option
Pence
Grant date Share price at grant date Exercise price Expected volatility Risk free interest rate Tranche 1 Tranche 2 Tranche 3
Pence Pence % %
The Management Incentive Plan
30 November 2005 87 108 - 152 21.3 4.0 17 14 9
8 August 2006 56 70 - 98 20.5 5.0 11 9 6
4 October 2006 45 57 - 80 20.5 5.0 9 7 4
SAYE scheme
4 April 2006 70 70 20.5 5.0 14 - -
The 2003 Share Option Plan
4 October 2006 55 65 - 87 20.5 5.0 11 9 6
3 April 2007 66 83 - 116 28.8 4.6 18 18 18
5 September 2007 72 90 - 125 28.8 4.6 20 20 20
The weighted average exercise price at 31 March 2009 is 86p (2008: 87p). No share options have been exercised during the year and 913,000 were exercisable at 31 March 2009. The options outstanding and movements during the year are shown below.
Grant date Outstanding at 3 April 2007 Granted during the year Surrendered, cancelled or exercised Outstanding at 31 March 2008 Granted during the year Surrendered, cancelled or exercised Outstanding at 31 March 2009
The Management Incentive Plan
30 November 2005 2,655,000 - (2,565,000) 90,000 - (90,000) -
8 August 2006 550,000 - - 550,000 - (100,000) 450,000
4 October 2006 1,296,000 - (313,000) 983,000 - (370,000) 613,000
SAYE scheme
4 April 2006 2,753,380 - (696,013) 2,057,367 - (407,366) 1,650,001
The 2003 Share Option Plan
4 October 2006 2,798,000 - (239,000) 2,559,000 - (330,000) 2,229,000
3 April 2007 - 1,026,400 - 1,026,400 - - 1,026,400
5 September 2007 - 2,990,473 - 2,990,473 - (703,715) 2,286,758
25 Commitments
25.1 Capital commitments
The Group had no capital commitments at 31 March 2009 (2008: nil).
25.2 Operating leases
The Group has entered into commercial leases on certain properties, motor vehicles and items of plant and equipment. The total of future minimum lease payments under non-cancellable
operating leases is shown in the table below.
Vehicles, plant and equipment Property 2009 Vehicles, plant and equipment Property 2008
Total Total
£m £m £m £m £m £m
Within one year 6.5 2.8 9.3 8.4 3.7 12.1
More than one year but within five years 10.2 6.1 16.3 12.1 9.8 21.9
After five years 0.7 12.6 13.3 1.2 14.8 16.0
17.4 21.5 38.9 21.7 28.3 50.0
Operating lease charges recognised in the Consolidated Income Statement are shown in Note 4.
26 Contingent liabilities
The Group has guaranteed performance bonds and given guarantees in respect of contracts entered into by subsidiary undertakings in the normal course of business.
The Group has provided guarantees to certain local authorities in connection with the potential rebate of unitary charges paid by those authorities to the relevant wholly-owned
Jarvis special purpose company, should this become necessary as a result of underperformance in connection with agreed service standards.
The Group's banking facilities are subject to certain financial covenants and events of default. Breaches of financial covenants or events of default can be waived or consented to
by the lenders but such waivers or consents may require the payment of fees and costs to the lenders.
27 Related party transactions
Related party transactions in the year are limited to compensation for key management. Key management personnel comprise the Executive and Non-Executive Directors, as identified in
the Directors' Remuneration Report on pages 24 to 27, along with the Executive Team. The remuneration of these key personnel is detailed below.
2009 2008
£m £m
Salaries and short-term benefits 2.3 2.4
Post employment benefits 0.3 0.3
Termination payments 0.2 0.2
2.8 2.9
28 Cash generated from operations
2009 2008
(Loss) / profit from operations £m £m
Operating (loss) / profit from continuing operations (3.7) 5.1
Operating loss from discontinued operations - (0.4)
(3.7) 4.7
Adjustments for non-cash movements
Depreciation of property, plant and equipment and amortisation of intangible assets 3.6 3.2
Impairment loss on property, plant and equipment 0.6 -
Closure of freight container services business* 2.2 -
Non-cash pension costs 0.3 1.1
Restructuring costs 8.1 1.0
Profit on disposal of property plant and equipment (1.8) (0.6)
13.0 4.7
Movement in working capital
Decrease in inventories 1.0 0.1
Decrease / (increase) in receivables 28.6 (14.0)
Decrease in payables and provisions (14.5) (13.3)
15.1 (27.2)
Cash flows from operating activities 24.4 (17.8)
*Includes £0.6m asset impairment.
29 Principal subsidiary undertakings and associates at 31 March 2009
The subsidiaries of Jarvis plc which, in the opinion of the Directors, principally affect Group trading results and net assets are listed below.
Company Nature of business
Fastline Limited * Rail and other plant hire business
Jarvis Rail Limited Rail infrastructure services
Jarvis Accommodation Services Limited Facilities management
Jarvis Construction (UK) Limited Construction management
Somerford Equipment Limited * Specialist vehicle delivery
* Indirectly owned by Jarvis plc.
All principal subsidiary undertakings are incorporated in England and Wales and are wholly owned.
Company Balance Sheet
At 31 March 2009
2009 2008
Notes £m £m
Fixed assets
Intangible assets 5 5.4 2.8
Investments in subsidiary undertakings 6 74.0 73.9
79.4 76.7
Current assets
Debtors 7 81.6 93.3
Cash at bank and in hand 0.2 -
81.8 93.3
Creditors: amounts falling due within one year 8 (10.2) (11.8)
Net current assets 71.6 81.5
Total assets less current liabilities 151.0 158.2
Creditors: amounts falling due after more than one year 8 (0.5) (0.8)
Provisions for liabilities 9 (1.2) (1.7)
Net assets 149.3 155.7
Capital and reserves
Share capital 10 10.7 10.7
Share premium 10 63.3 63.3
Special reserve 10 3.7 3.7
Capital redemption reserve 10 7.2 7.2
Other reserve 10 89.6 89.6
Profit and loss account 10 (25.2) (18.8)
Equity shareholders' funds 149.3 155.7
The Financial Statements were approved by the Board on 13 July 2009 and were signed on its behalf by:
R Entwistle Chief Executive
J O'Kane Group Finance Director
Notes to the Company Balance Sheet
1 Principal accounting policies
1.1 Basis of accounting
The Company's Financial Statements have been prepared under the historical cost convention and in accordance with applicable UK
accounting standards and the Companies Act 1985. The Company has not presented its own profit and loss account, in accordance with
the exceptions allowed by Section 230(4) of the Companies Act 1985. The loss for the year is £6.5m (2008: £18.3m)
1.2 Intangible assets
Intangible assets are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the profit and
loss account on a straight-line basis over the useful economic lives of the assets concerned, from the date they are brought into
operational use.Computer software and licenses are the only intangible assets held by the Company at 31 March 2009. They have an
estimated life of 3 to 5 years. Software development costs are only capitalised where they are considered to generate future
economic benefit.
1.3 Investments
Investments are stated at cost less provision for any impairment in value.
1.4 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and when it
is probable that an outflow of resources will be required to settle the obligation. Provisions are measured at the Directors' best
estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value.
1.5 Share-based payments
The Company operates equity-settled share-based payment schemes for certain employees. The cost of share-based payments is measured
at fair value at the date of grant, excluding the effect of non market-based vesting conditions. The cost is recognised in the
profit and loss account on a straight-line basis over the vesting year with the corresponding amount credited to equity, based on an
estimate of the number of shares that will eventually vest. The fair value of employee share option plans is calculated by using the
Black-Scholes-Merton valuation model.
For share-based payments to employees of subsidiary undertakings the charge is reflected in the accounts of the subsidiary entities
to which the benefit relates. The charge is reflected in the cost of investment the parent company holds in its subsidiary.
1.6 Current taxation
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the
profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates and laws
that have been enacted or substantively enacted by the balance sheet date.
1.7 Deferred taxation
Full provision has been made for deferred taxation in respect of timing differences that have originated but not reversed at the
balance sheet date as the result of an event which results in an obligation to pay more or less tax in the future, except that:
-
Provision is made for gains on disposal of assets that have been rolled over into replacement assets only where there is a
commitment to dispose of the replacement assets.
-
Deferred tax assets are recognised to the extent that it is more likely than not that there will be suitable taxable profits from
which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on a non-discounted basis at the tax rates expected to apply in the period in which the timing differences
reverse, based on tax rates enacted at the balance sheet date.
2 Auditors' remuneration
The auditors' remuneration for audit services to the Parent Company for the year ended 31 March 2009 was £0.1m (2008: £0.1m).
3 Payroll costs and employee numbers
2009 2008
£m £m
Wages and salaries 4.7 5.8
Social security costs 0.5 0.7
Pension costs 0.4 0.5
5.6 7.0
The average number of employees in the year, including Executive Directors, was 81 (2008: 111).
4 Dividends
No dividends were paid during the year (2008: nil).
5 Intangible assets
Intangible assets held at 31 March 2009 relate to computer software and licenses. Details are given in Note 11 to the Consolidated
Financial Statements.
6 Fixed asset investments in subsidiary undertakings
£m
At 1 April 2008 73.9
Additions in the year - share-based payments 0.1
At 31 March 2009 74.0
Investments in subsidiary undertakings primarily relate to the subsidiary undertakings disclosed in Note 29 to the Consolidated Financial Statements.
7 Debtors
2009 2008
£m £m
Amounts owed by Group undertakings 80.0 88.6
Other debtors 1.3 4.5
Prepayments and accrued income 0.3 0.2
81.6 93.3
8 Creditors
2009 2008
£m £m
Amounts falling due within one year
Bank loans and loan notes 0.6 0.6
Trade creditors 1.6 1.7
Accruals and deferred income 5.9 7.5
Taxation and social security 0.2 0.2
Corporation tax payable 1.9 1.8
10.2 11.8
Amounts falling due after more than one year
Bank loans and loan notes 0.1 -
Other creditors 0.4 0.8
0.5 0.8
Details of borrowing and security arrangements are set out in Note 18 to the Consolidated Financial Statements.
9 Provisions for liabilities and charges
Onerous leases Restructuring Total
£m £m £m
At 1 April 2008 0.4 1.3 1.7
Utilised (0.3) (0.2) (0.5)
At 31 March 2009 0.1 1.1 1.2
Provisions represent the best estimate of obligations at the balance sheet date. The provision for onerous lease commitments has been calculated at the net present
value of rent payable less rents receivable (having taken account of potential void years and lease incentives) up to the end of the lease. Allowance has been made
for empty rates and agents' fees. The restructuring provision relates to the costs associated with the ongoing operational restructuring.
More to follow, for following part double-click [nRn9N5989V]
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disclaimer | Privacy statement | Jarvis plc – Registered in England. Registered office: Meridian House, The Crescent, York, YO24 1AW. Registered number: 2238084