Wrap Text
The Bidvest Group Limited
("Bidvest")
ANNOUNCEMENT
Bidvest's subsidiary Bidcorp plc ("Bidcorp") today announced its preliminary
audited results for the year ended December 31 2001.
On January 2 2002, Bidvest acquired 56.7% of Bidcorp via a subscription for
new shares.
Following the transaction, Bidcorp charged management with the task of
reviewing the carrying value of the assets and liabilities of the
businesses, which review has resulted in a substantial write down of certain
assets.
In addition, a strategic evaluation of the business activities was
undertaken, as a consequence of which Bidcorp's businesses were focussed
into three operating divisions. In terms of that evaluation, Bidcorp
management identified many cost saving opportunities and are undertaking a
thorough assessment of the current activities in order to determine where
Bidcorp will be best placed to expand and grow.
Bidvest is optimistic that a re-capitalised Bidcorp will evolve as a
substantial player in its industries and deliver significantly improved
results over the medium term.
Bidvest will account for this investment with effect January 2 2002.
The full text of the Bidcorp plc announcement is set out below.
For further information, please contact
Brian Joffe +27 11 481 4129
Jack Hochfeld +27 11 481 4103
David Cleasby +27 11 481 4104
BIDCORP PLC
(formerly Jacobs Holdings Plc)
26 March 2002
PRELIMINARY AUDITED RESULTS FOR THE YEAR TO 31 DECEMBER 2001
Bidcorp Plc is a trading group whose main businesses are in automotive
services (transport and rescue and recovery services), shipping services
(ship and port owning and ferry operations) property and outsourced services
(traffic management, car park operation and workspace development and
management).
Financial Overview
Continuing Exceptional
Operations Items Total Restated
2001 2001 2001 2000
GBPm GBPm GBPm GBPm
Turnover - Continuing 129.5 - 129.5 130.8
Operations
Operating loss (0.5) (12.1) (12.6) (6.6)
Operating profit/(loss) 0.1 (2.5) (2.4) (5.8)
before goodwill
amortisation and
impairment
Goodwill amortisation (0.6) (9.6) (10.2) (0.8)
and impairment
Other exceptional items - (0.6) (0.6) (9.9)
Loss on ordinary (0.5) (12.7) (13.2) (16.5)
activities before
interest
Net finance costs (2.8) - (2.8) (3.3)
Loss before taxation (3.3) (12.7) (16.0) (19.8)
Taxation 1.8 - 1.8 0.8
(1.5) (12.7) (14.2) (19.0)
Highlights
Dunkerque ferry service established.
Wellesbourne vehicle repair and processing centre opened.
`Heads of Terms' agreed in respect of the proposed Shellhaven Ro-Ro port and
Development of Thames Europort site (Dartford).
Post Year End Events
Group re-capitalised with a net cash injection of GBP32.0 million from issue
of new shares.
Blue Circle debt repaid, Dartford site now unencumbered.
Company structure aligned to markets.
Board reconstituted.
Enquiries:
Bidcorp Plc
Rodger Graham, Chief Executive 020 7493 4733
Brian Joffe, Chairman +27 11 481 4100
Chairman's Statement
It is once again disappointing for Bidcorp Plc (formerly Jacobs Holdings
Plc) to report inferior results.
During the year the company experienced difficult trading conditions
compounded by the fact that the company was poorly capitalised, with a need
to settle its commitment of GBP9 million to Blue Circle in February 2002.
Against this background the board of directors sought an investor to re-
capitalise the business and this resulted in an agreement being concluded in
terms of which The Bidvest Group Limited (Bidvest) invested GBP31.5 million
in the company, acquiring 56.7 per cent. of the issued share capital of the
enlarged group.
Following the transaction, management were charged with the task of
reviewing the carrying value of the assets and liabilities of the
businesses, which review has resulted in a substantial write down of certain
assets.
In addition, a strategic evaluation of the business activities was
undertaken, as a consequence of which the Group has been divided into three
focused operating divisions. In terms of this evaluation, management
identified many cost saving opportunities and is now undertaking a thorough
assessment of the current activities in order to determine those activities
where the Group will be best placed to expand and grow. Substantial
progress has already been made with cost saving initiatives, and management
is focused on the task of re-energising the businesses.
Opportunities between Bidcorp and Bidvest are being investigated and it is
anticipated that Bidcorp could benefit from the estimated GBP9 billion trade
into and out of South Africa, handled by Bidvest's Bidfreight division.
Reference should be made to the Chief Executive's `Review of Operations' for
a full review of the results and operating activities.
I am optimistic that the efforts made by management thus far will reflect
positively in the group's performance in the period ahead. Whilst the road
forward may be challenging I am confident that Bidcorp will over the medium
term evolve to be a significant player in its industries and deliver
significantly improved results which I, as the newly appointed Chairman,
look forward to sharing with our shareholders.
Brian Joffe
Chairman
26 March 2002
Chief Executive's Review of Operations
Introduction
As the newly appointed Chief Executive of Bidcorp this review of operations
is in respect of a period which predates my involvement. Expectations for
the period under review were not met. A strategic evaluation of the
businesses has been instigated and management charged with the task of
reviewing the carrying value of assets and liabilities. Following the start
of this strategic review, which is currently in progress, the businesses
were focused into three divisions and I have taken the opportunity to review
the businesses under these new classifications.
The Group has adopted FRS17 'Post retirement benefits' and FRS19 'Deferred
tax' within the financial statements. The comparative financial statements
for 2000 have been restated to reflect the changes to the Group's accounting
policies and amounts of GBP0.4 million and GBP4.4 million respectively have
been charged to opening reserves as prior year adjustments.
Market Conditions
The automotive and shipping markets in which Bidcorp were involved were
challenging with continued pressure on margins. This was especially so for
the last quarter. Bidcorp was required to remain competitive in a generally
reducing market whilst maintaining the quality of service rendered.
It is pleasing to note that in almost every market segment, margins and
market shares were maintained at a level which will provide a springboard
for future growth.
Automotive Services Division
Overview
Bidcorp's Automotive Services provide the major vehicle manufacturers,
together with a growing number of retail outlets and leasing businesses,
with a comprehensive range of services covering the entire automotive supply
chain.
Bidcorp complies with ISO 9002 and ISO 14001 standards within these
operations and has also achieved Ford accreditation for Q1 Quality Status.
There are synergistic opportunities with Bidcorp's ferry and port
operations.
2001 was a difficult and competitive year for the automotive businesses. The
UK market continued to reflect customer resistance to UK prices perceived as
high in comparison to equivalent vehicle prices within Europe, resulting in
sustained pressure on margins within the industry generally. Bidcorp's
quality marque export activities suffered with a rapid fall of North
American business volumes during the final quarter of the year. Fuel and
insurance costs remained high.
The automotive services business, excluding Rescue and Recovery, achieved a
turnover of GBP64.5 million (2000: 64.3 million), recording an operating
profit of GBP2.0 million (2000: GBP3.5 million).
The French operations achieved a 9 per cent. increase in turnover to GBP12.0
million (2000: GBP11.0 million). However the business failed to return to
profit. The business is being critically examined to seek better methods of
operation and will need to form part of a broader strategy to offer our
services in mainland Europe.
Operational Review
Since the year-end, the automotive businesses have been reorganised into
three focused business units: volume distribution, specialist operations and
rescue and recovery. Each business will focus upon the development of their
separate operations whilst maintaining a close liaison to ensure synergies
between them are fully exploited.
Volume Distribution
Operating under the Ontime Automotive brand in the UK and SVTV in France,
this business offers safe and rapid distribution services to a portfolio of
blue-chip customers.
In the period under review, the UK operations moved in excess of 405,000
vehicles utilising 145 own transporters and subcontractors, whilst the
continental operations moved over 235,000 vehicles with a fleet of 160
transporters.
Specialist Operations
Also operating under the Ontime Automotive brand, the business provides a
range of quality marque delivery solutions, using a fleet of 63 enclosed and
11 conventional transporters. In 2001 the business transported over 21,000
vehicles and individually delivered a further 100,000 vehicles using over
300 'trade plate' drivers.
Ontime Automotive also provides a wide range of specialist services to its
customers, including market research, clinic management, specialist
transportation for such as proto-types and clay models and low volume show
model preparation and on-site technical liaison at photographic shoots,
international motor shows and product launches.
Our pre-delivery inspection and vehicle refurbishment activities, now also
incorporating a wide range of services at the newly commissioned
Wellesbourne centre, processed over 112,000 vehicles in 2001 (2000: 100,000
vehicles).
Rescue and Recovery
Ontime Rescue and Recovery is the UK's largest provider of vehicle recovery
and roadside assistance services, catering for all types of vehicles, from
motorcycles to buses using a recovery vehicle fleet comprising 205
specialised vehicles. During the year 220,000 calls for assistance were
received and dispatched from the 24 hour control centres strategically
located throughout south east England and the M25 corridor. Ontime's client
base comprises the major motoring organisations, eight major police forces
and an extensive portfolio of truck and bus operators and manufacturers. A
turnover of GBP16.9 million (2000: GBP16.7 million) was achieved.
The rationalisation and integration of six regional control centres into one
proved to be more difficult than anticipated, causing a significant
disruption of the business and a consequent fall in customer service levels.
However, this period is now behind us and a far leaner and unified
organisation is on track to deliver better results and make its contribution
to the Group in the future.
Prospects
In January 2002, the Automotive Services division concluded negotiations for
a major contract for vehicle refurbishment work at Wellesbourne with minimum
throughput guarantees. The volume handled through this facility has grown
steadily since the beginning of the new year and margins are improving.
Volume transport is in demand and the units are busy, but margins continue
to be under pressure in a fiercely competitive environment. All our quality
marque distribution customers continue to produce lower than anticipated
volumes and a significant improvement is not expected for some time. The
winter in south-east England has not been particularly severe, and demand
for rescue and recovery has been lower as a result.
Shipping Services Division
Overview
Bidcorp's Shipping Services division offers fast, reliable, Ro-Ro freight
ferry services to Vlissingen in Holland, Zeebrugge in Belgium and Dunkerque
in France. Thames Europort, the UK base of operations, provides integrated
and secure port services to Dart Line and third party customers. Ropner Ship
Management's primary role is to procure and maintain vessels for use by Dart
Line, although some third party services are provided. Dart Line is
supported by transport and traction services provided by its `in-house'
Ferryline and JTS business units.
Thames Europort is Bidcorp's wholly owned port on the River Thames. Thames
Europort owns and operates 47 acres of freehold land, together with
approximately 10 acres of foreshore, at a site on the south bank of the
River Thames, adjacent to both the M25 Dartford crossing and the Blue Water
business park. The port has two Ro-Ro berths and a 'standby' berth, an
operating draught of 11 metres and provides 24-hour a day stevedoring and
berthing facilities for both Dart Line and third party ships. The port also
provides storage, parking and office facilities to other parts of Bidcorp
and third parties.
The overall market during 2001 has continued to show growth, but with an
increasing imbalance of empty export loads, primarily due to the scaling
down of UK manufacturing and the strength of sterling. Average yields
remained under pressure during the year.
Turnover was GBP37.6 million (2000: GBP37.2 million) but profitability fell
to an operating loss of GBP1.6 million (2000: GBP1.4 million profit), as a
result of a very competitive market, the costs of the introduction of the
Dunkerque service, the continuing high price of fuel and the static export
market.
Operational Review
Shipping and Ports
Bidcorp currently operates two Kawasaki ships (offering 2,723 lane metres)
on the Zeebrugge service (Belgium); two Bazias class ships (offering 1,225
lane metres) on the Vlissingen service (Holland) and one Bazias class ship
on the new Dunkerque service. A third Kawasaki ship is placed on charter
with the Ministry of Defence. This ship will be available for return to
Bidcorp when future traffic growth requires this capacity.
In September 2001, Dart Line launched a new service between its base at
Thames Europort and Dunkerque in France. Initial indications are that this
route, which offers customers mileage advantages in comparison to other
short sea routes, (Dover, Ramsgate) has significant growth potential and a
second vessel was chartered in March 2002 to adequately service the route.
A number of marketing initiatives were launched during the year utilising
DARTSAFE, which enables customers to make bookings online, to track and
trace in `real time' any of their units and to operate a secure system of
final release at the destination port. Thames Europort also utilises the
latest digital camera technology to control damage reporting. These systems
are acknowledged as among the most advanced in Europe. Bidcorp retains
ownership of the intellectual property rights and trademarks. The system has
been formally accepted for patent pending status and is proving a great
success with customers.
The port traffic control procedures have been improved during the year to
cater for additional traffic volumes.
Dart Line volumes increased by 10 per cent. on the Zeebrugge service, but
fell by 4 per cent. on the Vlissingen service. The number of units carried
on the Dunkerque route since it was launched in September 2001 has grown
steadily. The costs of establishing this new service were a significant
cause of the loss incurred during the year, but the movement towards
profitability is on target during the current financial year. The strategy
of targeting container traffic (providing better space utilisation on both
the port and the ships) continues to be successful.
Rate increases were difficult to achieve on the Vlissingen and Zeebrugge
routes due to increased capacity of competitor ships. Dart Line seeks to
differentiate, through quality of performance, its services from those of
its competitors.
Vessel Ownership and Management
Bidcorp owns and operates a fleet of six, multi-purpose roll-on, roll-off
freight ferries. Three of these are Japanese-built deep-sea ferries,
purchased and extensively modified in 1999, and three smaller Bazias class
vessels. The deep-sea vessels have performed particularly well.
Ropner Ship Management
Ropner Ship Management, based at Bidcorp's wholly owned Thames Europort
site, has continued to maintain Bidcorp's fleet to full International Safety
Management standards. Ropner Ship Management also ensures that all ships
comply with Bureaux Veritas `class' requirements, ensuring that operational
and maintenance procedures and works are performed to the highest standards.
Prospects
The port continues to benefit from the increased traffic flows through Dart
Line, together with reduced costs of operation arising from the introduction
of new port management and security systems.
There is considerable scope within the Port to develop the riverside berths,
where 300 metres is potentially available, together with landside potential
to develop additional warehousing, transhipment and specialist storage
facilities. Proximity to the Bluewater development has raised the profile of
the area, with a positive effect on rental income and land values.
Negotiations with P&O Developments in respect of the purchase and
development of a new Ro-Ro port facility adjacent to the proposed `London
Gateway' container port development at Shellhaven are progressing. Heads of
Terms have been signed and should a detailed contract be concluded, Bidcorp
and P&O Developments will enter into a further agreement to jointly develop
the current Thames Europort site at Dartford.
The potential of a development at Shellhaven would provide significant
benefits to Dart Line and the Automotive Services business and would also
unlock the latent value of the existing Dartford site.
It is anticipated that benefits for Bidcorp could arise from the development
and extension of Bidfreight's management of an estimated GBP9 billion trade
into and out of South Africa.
Property and Outsourced Services Division
Overview
The existing Traffic Management, Car Park Management (trading as Arcade) and
Property Management services (trading as Skillion and Embassy) have been
combined into a single business unit. It is the intention to develop this
into a major business focused upon the provision of quality outsourcing
services to local government bodies, police authorities and commercial
customers.
The Traffic Management and Parking operations recorded an operating profit
of GBP0.2 million, with a turnover of GBP6.6 million, a marked improvement
on the loss of GBP1.25 million incurred in the previous year, with a
turnover of GBP5.6 million. On a turnover of approximately 50 per cent. of
the previous year, the Property operations incurred a loss of GBP0.2 million
(2000: GBP1.47 million profit).
Operational Review
Car Park Management
The Car Park Management division continued to benefit from a strong
relationship with its principle customer. Arcade manages the prestigious
Park Lane Car Park on behalf of Westminster and has been awarded a further
management contract for 2002 that will bring the portfolio to eight central
London car parks under management. At the British Parking Association
awards ceremony in London during February 2002, Arcade was voted "Best Off
Street Operator". This welcome recognition of the company's commitment to
quality service has given added impetus to Arcade's plans to broaden the
customer base.
Traffic Management
The parking enforcement activities progressed well during the year. In July
Bidcorp commenced a new contract at Brighton in partnership with NCP.
Earlier in the year a six-acre storage site in West London was secured
allowing Arcade to provide extensive storage facilities to customers dealing
with vehicles abandoned or awaiting payment for fines. The failure of a
major competitor provided further opportunities in vehicle removal, clamping
and pound management activities and enabled Arcade to offset the impact of
substantial increases in fuel and insurance costs.
Property Management
The property service business offers specialist management services for the
development and management of workspace properties to third parties, as well
as Bidcorp's substantial operational portfolio. The Group is actively
pursuing development opportunities to generate full value from the Group's
surplus property assets.
Prospects
During the forthcoming year the spread of controlled parking zones across
the country and increasing numbers of abandoned vehicles will provide
numerous opportunities for the traffic management division.
The expertise required to successfully develop and operate a workspace
business has been retained and management contracts have been established
for a number of the properties recently sold.
Management are active with negotiation and planning in respect of the
proposed port and hinterland development at Shellhaven and the related
development plan, in partnership with P&O developments for the development
of Bidcorp's site at Thames Europort. Bidcorp also has a retained interest
in any subsequent planning gain at Haddenham Airfield in Aylesbury Vale.
Outlook
I am delighted to accept the challenging role of Chief Executive and I look
forward to working with the management team initially to streamline and re-
establish our operations and then to seek sustained profitable growth of
Bidcorp's businesses.
We are already engaged in the process of instilling a culture that
recognises the fact that all our best efforts, and therefore all our best
people should be sited at the interface with our customers. We value
entrepreneurship at all levels, and will work to remove unnecessary
bureaucracy wherever we can. It has been encouraging to see the positive
way that so many Bidcorp people have responded to this approach. Substantial
improvements are anticipated under the new broadly-based leadership and I
look forward to a lasting involvement with Bidcorp.
Rodger Graham
Chief Executive
26 March 2002
Consolidated Profit &
Loss Account
for the year ended 31
December 2001
Restated
Continuing Operations Total Total
Exceptional 2001 2000
Items
GBP'000 GBP'000 GBP'000 GBP'000
Turnover - continuing 129,486 - 129,486 130,768
operations
Turnover - - - - 15,293
discontinued
operations
129,486 - 129,486 146,061
Operating loss (472) (12,170) (12,642) (6,574)
Operating (472) (12,170) (12,642) 148
(loss)/profit -
continuing
Operating loss - - - - (6,722)
discontinued
operations
Exceptional items - (554) (554) (9,908)
(Loss)/profit on - (367) (367) 1,369
disposal of fixed
assets
Loss on termination of - (187) (187) (11,277)
logistics business
Loss on ordinary (472) (12,724) (13,196) (16,482)
activities before
interest
Net interest payable (2,772) - (2,772) (3,411)
Other finance (35) - (35) 63
(expense)/income
Loss on ordinary (3,279) (12,724) (16,003) (19,830)
activities before
taxation
Tax on loss on 1,831 - 1,831 781
ordinary activities
Loss for the financial (1,448) (12,724) (14,172) (19,049)
year
Equity minority - - - 176
interest
Loss attributable to (1,448) (12,724) (14,172) (18,873)
equity shareholders
Dividends paid and - - - (612)
proposed
Retained deficit for (1,448) (12,724) (14,172) (19,485)
the financial year
Loss per share (13.9) p (18.5) p
Diluted loss per share (13.8) p (18.5) p
Loss per share before (1.4) p (8.8) p
exceptional items
Balance Sheets
at 31 December 2001
Statutory Statutory Proforma
Audited Audited Unaudited
Restated Post
Subscription
Group Group Group
2001 2000 2001
GBP'000 GBP'000 GBP'000
Fixed assets
Intangible assets - 10,235 -
Tangible assets 52,789 61,110 52,789
Investments 6,606 7,711 6,606
59,395 79,056 59,395
Current assets
Stocks and work in progress 2,472 4,169 2,472
Debtors 28,122 26,300 27,162
Cash at bank and in hand 3,437 2,921 35,455
34,031 33,390 65,089
Current liabilities
Creditors: Amounts falling due (56,270) (42,562) (56,270)
within one year
Net current (22,239) (9,172) 8,819
(liabilities)/assets
Total assets less current 37,156 69,884 68,214
liabilities
Creditors: Amounts falling due (10,807) (25,637) (10,807)
after more than one year
Provisions for liabilities and (5,213) (8,725) (5,213)
charges
Net assets excluding pension 21,136 35,522 52,194
liability
Pension liability (1,606) (228) (1,606)
Net assets including pension 19,530 35,294 50,588
liability
Capital and Reserves
Called up share capital 20,463 20,463 49,643
Share premium 11,353 11,353 13,231
Merger reserve 9,327 9,327 9,327
Capital reserve 480 480 480
Profit and loss account (20,487) (6,101) (20,487)
excluding pension liability
Pension liability (1,606) (228) (1,606)
Profit and loss account (22,093) (6,329) (22,093)
including pension liability
Equity shareholders' funds 19,530 35,294 50,588
Net asset value per share 19.1 p 34.5 p 20.4 p
Tangible net asset value per 19.1 p 24.5 p 20.4 p
share
Consolidated Cash Flow Statement
for the year ended 31 December
2001
2001 2000
GBP000 GBP000 GBP000 GBP000
Cash inflow from operating 9,713 10,645
activities
Interest received 188 284
Interest paid (1,067) (1,813)
Interest element of finance lease (1,345) (1,663)
payments
Investment income - 6 -
Returns on investments and (2,224) (3,186)
servicing of finance
Taxation received 373 475
Purchase of tangible fixed assets (4,878) (9,405)
Sale of tangible assets 1,014 1,553
Sale of investment properties 2,467 17,923
Sale of investments 128 70
Capital expenditure and financial (1,269) 10,141
investment
Cash outflow in respect of (2,000) - - -
termination of logistics business
Cash outflow in respect of - - (4,096) -
purchase of interest in Fastrack
Acquisition of businesses - - (212) -
Less cash acquired with - - 275 -
businesses
Acquisitions and disposals - (2,000) - (4,033)
Equity dividends paid - - (2,550)
- - - -
Net cash inflow before financing 4,593 11,492
New secured loans - 13,000
Repayment of secured loans (1,195) - (24,229) -
New hire purchase agreements 2,642 - 5,275 -
Repayment of capital element of (8,146) (7,138)
hire purchase agreements
Financing (6,699) (13,092)
Decrease in net cash (2,106) (1,600)
STATEMENT OF TOTAL CONSOLIDATED
RECOGNISED GAINS AND
LOSSES
for the year ended 31
December 2001
Restated
2001 2000
GBP'000 GBP'000
Loss attributable to equity (14,172) (18,873)
shareholders for the financial year
Actuarial loss on defined (2,315) (402)
benefit schemes
Deferred tax 695 121
arising thereon
Currency translation differences 28 (72)
on foreign currency net investments
Total recognised losses relating to (15,764) (19,226)
the year
Prior year adjustment relating to defined (399)
benefit pension arrangements
Prior year adjustment relating to (4,371)
deferred taxation
Total recognised losses since last (20,534)
annual report
STATEMENT OF HISTORICAL COST PROFITS
AND LOSSES
for the year ended 31 Restated
December 2001
2001 2000
GBP'000 GBP'000
Reported loss on ordinary activities (16,003) (19,830)
before taxation
Realisation of property revaluation - 3,158
gains of prior years
Historical cost loss for the (16,003) (16,672)
year retained before taxation, minority
interests and dividends
Historical cost loss for the year (14,172) (16,327)
retained after taxation, minority
interests and dividends
RECONCILIATION OF MOVEMENTS IN
SHAREHOLDERS' FUNDS
for the year ended 31 Restated
December 2001
2001 2000
GBP'000 GBP'000
Loss for the (14,172) (18,873)
financial year
Actuarial loss on defined (2,315) (402)
benefit schemes
Deferred tax 695 121
arising thereon
Dividends paid and - (612)
proposed
Goodwill written off to - (116)
merger reserve
Currency translation differences on foreign 28 (72)
currency net investments
New shares - 200
(15,764) (19,754)
Shareholders' funds at the beginning 40,064 56,480
of the year
Prior year adjustment relating to defined (399) (71)
benefit pension arrangements
Prior year adjustment relating to (4,371) (1,361)
deferred taxation
Shareholders' funds at the beginning 35,294 55,048
of the year restated
Shareholders' funds at the end of 19,530 35,294
the year
Shareholders' funds are all attributable to
equity interests.
PRINCIPAL ACTIVITIES
Turnover Loss before Net assets
taxation
Restated Resta
2001 2000 2001 2000 2001 2000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'0
Analysis by activity
Automotive Services 81,411 81,259 (559) (1,410) 4,322 8,694
excluding discontinued
Automotive Services - 15,293 - (6,722) 644 644
discontinued (logistics
business)
81,411 96,552 (559) (8,132) 4,966 9,338
Exceptional items - - (1,092) (11,277) - -
excluding goodwill
impairment
Goodwill amortisation - - (9,733) - - -
and impairment
Total Automotive 81,411 96,552 (11,384) (19,409) 4,966 9,338
Services
Shipping Services 37,589 37,202 187 1,391 17,577 32,55
Exceptional items - - (1,251) - - -
excluding goodwill
impairment
Goodwill amortisation - - (494) - - -
and impairment
Total Shipping Services 37,589 37,202 (1,558) 1,391 17,577 32,55
Property and Outsourced 10,486 12,307 492 167 37,736 38,35
Services
Exceptional items - - (746) 1,369 - -
Total Property and 10,486 12,307 (254) 1,536 37,736 38,35
Outsourced Services
Interest and similar - - (2,807) (3,348) - -
charges
Net debt - - - - (40,749) (44,9
129,486 146,061 (16,003) (19,830) 19,530 35,29
Analysis by geographical
area of operations
UK 117,472 134,268 (13,984) (19,064) 20,843 34,610
Europe 12,014 11,793 (2,019) (766) (1,313) 684
129,486 146,061 (16,003) (19,830) 19,530 35,294
There is no significant difference between turnover by
origin and destination.
Analysis of continuing and
discontinued operations
Continuing Opera- Total Continuing Discontinu Restated
tions Operations ed Total
Except- 2001 Operations 2000
ional
Items
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Turnover 129,486 - 129,486 130,768 15,293 146,061
Cost of sales (106,392) (1,192) (107,584) (106,962) (16,027) (122,989
Gross profit 23,094 (1,192) 21,902 23,806 (734) 23,072
Distribution (109) - (109) (111) - (111)
costs
Administrative (22,865) (1,343) (24,208) (23,299) (5,988) (29,287)
expenses
excluding
goodwill
amortisation
and impairment
Goodwill (592) (9,635) (10,227) (750) - (750)
amortisation
and impairment
Total (23,457) (10,978) (34,435) (24,049) (5,988) (30,037)
administrative
expenses
Other - - - 502 - 502
operating
income
Operating loss (472) (12,170) (12,642) 148 (6,722) (6,574)
EXCEPTIONAL ITEMS
2001 2000
GBP'00 GBP'000
0
Impairment of fixed assets 1 421 -
Write down of investment 2 421 -
Restructuring and reorganisation 3 1,693 -
Impairment of goodwill 4 9,635 -
Charged to operating profit 12,170 -
Loss/(profit) on disposal of 5 367 (1,369)
fixed assets
Loss on termination of logistics 6 187 11,277
business
Total exceptional items 12,724 9,908
1 Write down of GBP421k against the carrying value of the Dart 2
vessel to reflect estimated net present value of the future
cashflows to be derived from this vessel.
2 Write down of the group's investment in Rosal SA to reflect
estimated net present value of the future cash flows expected from
this investment.
3 Restructuring and reorganisation costs in respect of Rescue and
Recovery operations (GBP392k), Ferryline's traction and trailer
business (GBP409k), other automotive businesses (GBP350k) and other
group reorganisation costs (GBP542k).
4 The goodwill impairment of GBP9.6million has been determined in
accordance with FRS 11, "Impairment of fixed assets and goodwill"
to ensure that the goodwill is stated at the higher of net
realisable value and value in use. The write-down restates the
goodwill of each business to value in use and has been determined
using pre-tax risk adjusted discount rates (see table below).
Investment Goodwill Discount Rate
GBP'000 %
Automotive Services 9,166 7.5 -
10
Shipping Services 469 7.5
Total 9,635
5 Write down of the carrying value of assets which are currently
being marketed for sale (GBP115k) and a loss on disposal of
investment properties (GBP252k).
6 Further closure costs were incurred arising from the
termination of the logistics businesses.
TAX ON LOSS ON ORDINARY ACTIVITIES
a) Analysis of tax charge in the
year
The charge based on the loss for
the year comprises:
Restated
2001 2000
GBP'000 GBP'000
- (loss)/profit of the period - -
- adjustment in respect of the (177) (1,431)
previous period
Foreign tax:
- adjustment in respect of 32 -
previous period
Total current tax (145) (1,431)
UK deferred tax:
- movement in respect of the (1,124) (304)
current period
- adjustment in respect of prior (388) (125)
years
Total deferred tax (1,512) (429)
Deferred tax on pension liability 105 54
Total deferred tax (1,407) (375)
ACT written (back)/off (279) 1,025
Tax on loss on ordinary activities (1,831) (781)
LOSS, DILUTED LOSS AND LOSS BEFORE EXCEPTIONAL ITEMS PER ORDINARY
SHARE
The calculation of the basic loss per share is based on the
consolidated loss after taxation and minority interest of GBP14,172k
(2000: GBP18,873k loss) and the weighted average number of ordinary
shares in issue during the year of 102,317,460 (2000: 102,039,683).
Diluted loss per share is based on loss of GBP14,172k (2000:
GBP18,873k loss) and the average number of ordinary shares in issue
during the year as amended to take account of the dilutive options
issued to staff and directors of 102,567,902 (2000: 102,039,683).
Loss before exceptional items per share is based on loss of
GBP1,448k (2000: GBP8,965k loss) and the weighted number of ordinary
shares in issue during the year of 102,317,460 (2000: 102,039,683).
The directors believe this gives a useful assessment of the results
of the Group's underlying operations.
Reconciliation: 2001 2000
Pence Pence
Loss per share (13.9) (18.5)
Impact of exceptional items 12.5 9.7
Loss before exceptional (1.4) (8.8)
items per share
NET ASSET AND TANGIBLE NET ASSET VALUE PER ORDINARY SHARE
The calculation of net asset value per ordinary share is based on
the total of equity shareholders funds and the closing number of
ordinary shares in issue. The calculation of tangible net asset
value per ordinary share is based on the total of equity
shareholders funds adjusted to exclude intangible assets and the
closing number of ordinary shares in issue.
Proforma
2001 2000 2001
Number of shares in issue 102,317,4 102,317,4 248,219,40
60 60 2
GBP'000 GBP'000 GBP'000
Net assets 19,530 35,294 50,588
Impact of intangible assets - (10,235) -
Tangible net assets 19,530 25,059 50,588
RECONCILIATION OF OPERATING LOSS TO NET
CASH INFLOW FROM OPERATING ACTIVITIES
Restated
2001 2000
GBP'000 GBP'000
Operating loss (12,642) (6,574)
Amortisation and impairment 10,227 750
of goodwill
Depreciation and 9,760 9,309
amortisation
Loss on disposal of fixed 42 -
assets
Decrease in stocks and work 1,697 2,948
in progress
(Increase)/decrease in (1,739) 7,544
debtors
Increase/(decrease) in 2,510 (4,363)
creditors
Other non cash movements (142) 1,031
Net cash inflow from 9,713 10,645
operating activities
ANALYSIS OF NET
DEBT
At 1 Jan Other Cash Exchange At 31 Dec
non-
2001 cash flow Adjust- 2001
items ment
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents
Cash in hand 2,921 - 526 (10) 3,437
Overdrafts (12,733) - (2,632) - (15,365)
(9,812) - (2,106) (10) (11,928)
Loans and other financing
Repayable within one year
Bank loans (1,148) - - (46) (1,194)
Loan notes (412) (501) - - (913)
Other loans - (8,911) - - (8,911)
Ring fenced (150) 150 - - -
loans
Hire purchase (7,797) - 768 33 (6,996)
agreements
Repayable after
one year
Bank loans (3,730) - 1,195 (151) (2,686)
Loan notes (501) 501 - - -
Other loans (8,506) 8,506 - - -
Hire purchase (12,900) - 4,736 43 (8,121)
agreements
(35,144) (255) 6,699 (121) (28,821)
Total (44,956) (255) 4,593 (131) (40,749)
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2001 2000
GBP'000 GBP'000
Decrease in cash in the (2,106) (1,600)
period
Cash outflow from decrease in debt and 6,699 13,092
leasing financing
Change in net debt 4,593 11,492
resulting from cash flows
Loans and hire purchase agreements aquired - (89)
with subsidiary
Loan notes - (913)
Unwinding of discount on (405) (405)
loan
Loan notes 501 400
redeemed/waived
Write down of ring fenced 150 -
loan
Hire purchase agreements disposed of with - 2,016
subsidiary
Translation (131) (375)
difference
Movement in net debt for 4,708 12,126
the year
Net debt at the beginning (44,956) (57,082)
of the year
Net debt at the end of the (40,248) (44,956)
year
NOTES:
1. POST BALANCE SHEET
EVENTS
On 3 January 2002, the members of the Company approved, in an
Extraordinary General Meeting, the issue of up to 158,606,200 new
ordinary shares for the cash at prices ranging from 20 pence per
share to 22.5 pence per share. The actual number of shares issued
was 145,901,942 for a total cash payment of the Company of
GBP32,702,937 before expenses and commissions.
2. DIVIDENDS
There will be no dividend proposed for the year ended 31
December 2001 (2000: GBP612,000).
3. BASIS OF PREPARATION
The preliminary announcement for the year ended 31 December 2001 has
been audited. The accounting policies used to prepare these
accounts are as set out in the statutory accounts for the year to 31
December 2000 as adjusted for the adoption of FRS 17 'Post
Retirement Benefits' and FRS 19 'Deferred Tax'. This financial
information does not constitute statutory accounts as defined in
Section 240 of the Companies Act 1985. The financial information
for the year ended 2000 has been extracted from the statutory
accounts for the period, which have been delivered to the Registrar
of Companies together with an unqualified audit report which did not
contain a statement under Section 237(2) or (3) of the Companies Act
1985.
4. ANNUAL REPORT
A full copy of the Annual Report and Accounts will be sent to
shareholders shortly and will be delivered to the Registrar of
Companies after approval by shareholders.
5. ANNOUNCEMENT
Copies of the announcement are available from the Company's
registered office at 6 Stratton Street, London W1J 8LD.
6. UNAUDITED PROFORMA BALANCE
SHEET
Basis of preparation
The unaudited proforma balance sheet is based upon the Group audited
balance sheet as at 31 December 2001, adjusted only for the effects of the
share subscriptions approved by shareholders on 2 January 2002.
Post
Subscriptio
n
Group Group
2001 Notes 2001
GBP'000 GBP'000 GBP'000
Fixed assets
Intangible assets - - -
Tangible assets 52,789 - 52,789
Investments 6,606 - 6,606
59,395 - 59,395
Current assets
Stocks and work in progress 2,472 - 2,472
Debtors 28,122 (960) 27,162
Cash at bank and in hand 3,437 9 32,018 35,455
34,031 31,058 65,089
Current liabilities
Creditors: Amounts falling due (56,270) - (56,270)
within one year
Net current liabilities (22,239) 31,058 8,819
Total assets less current 37,156 31,058 68,214
liabilities
Creditors: Amounts falling due (10,807) - (10,807)
after more than one year
Provisions for liabilities and (5,213) - (5,213)
charges
Net assets excluding pension 21,136 31,058 52,194
liability
Pension (liability)/asset (1,606) - (1,606)
Net assets including pension 19,530 31,058 50,588
liability
UNAUDITED PROFORMA BALANCE SHEET
Capital and Reserves
Called up share capital 20,463 7 29,180 49,643
Share premium 11,353 8 1,878 13,231
Merger reserve 9,327 - 9,327
Capital reserve 480 - 480
Profit and loss account (20,487) - (20,487)
excluding pension liability
Pension (liability)/asset (1,606) - (1,606)
Profit and loss account including (22,093) - (22,093)
pension liability
Equity shareholders' funds 19,530 31,058 50,588
7. Number of new ordinary
shares issued
Number of new ordinary shares issued at 22.5 pence per share: 140,901,942.
Number of new ordinary shares issued at par (20.0 pence per share):
5,000,000. Total number of new ordinary shares is 145,901,942.
8. Share Premium arising on the GBP'00
issue 0
Arising on the issue of 140,901,942 new ordinary 3,523
shares (2.5 pence per share)
Less: commissions payable to Bid Services (685)
Division Limited
Other expenses of issue (960)
-
1,878
9. Net cash received
Cash sums realised on issue of new ordinary 32,703
shares
Less: commissions payable to Bid Services (685)
Division Limited
Net cash received 32,018
Sharenet Sites 
