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The Bidvest Group - Bidcorp plc Results for the six months ended June 30, 2002
The Bidvest Group
Bidcorp plc
Results for the six months ended June 30, 2002
Bidcorp plc ("Bidcorp"), which is listed on the London Stock Exchange, today
released its interim results for the six months ended June 30, 2002. The
Bidvest Group Limited has a 56.7% interest in Bidcorp.
5 August 2002
ENQUIRIES:
Bidcorp Plc
Rodger Graham, Chief Executive Tel: +44 (0) 20 7408
0123
Brian Joffe, Chairman Tel: +27 (0) 11 772
8700
The Bidvest Group Limited
Jack Hochfeld, Investor Relations
David Cleasby, Investor Relations Tel: +27 (0) 11 772
8700
College Hill
Robyn Hunt (SA) Tel: +27 (0) 11 447
3030
Operational and Financial Review for the six months ended 30 June 2002
Management began the year with the task of restructuring the Group following the
poor results for the year ended December 2001, more particularly the losses
incurred in the second half of the year.
At year end 2001, the Group reviewed the carrying values of its assets and
liabilities, resulting in the write down of certain of its assets, including all
of its goodwill. In January 2002, the Group raised an amount of GBP31m by way of
an issue of new ordinary shares. The effect was to substantially reduce Group
debt and to improve the financial foundation on which to grow.
The six months under review has been a period of consolidation with the focus
being on streamlining the Group`s activities, reducing costs and improving the
utilisation of assets.
Group turnover amounted to GBP68.1m representing growth of 4% against the
comparable period. Operating profit was GBP0.9m. Finance costs for the period
amounted to GBP0.5m against the GBP1.5m in the comparable period, reflecting the
reduced level of debt and improved asset management. Profit before and after tax
was GBP0.4m. Gearing at 30 June 2002 was 21%.
The markets in which the Group operates remain competitive. Against this
backdrop, the Group reports results which whilst not at levels we would wish
for, should be seen as a qualitative improvement. I am optimistic that further
improvements will be derived in the medium term.
Opportunities between Bidcorp and The Bidvest Group Limited in South Africa in
relation to South African exports are being pursued and whilst nothing firm has
materialised to now, I am hopeful of its outcome.
Review of Operations
Automotive
The Automotive Services division has been reorganised into three units operating
under the Ontime brand: Volume Distribution, Specialist Operations, Rescue &
Recovery and Traffic Management Operations.
This division performed better than in the comparable period, achieving an
operating profit of GBP0.5m and an increased turnover of GBP46.7m. Much ground
work has been done to create a base for future growth and the Automotive units
are working together to offer a comprehensive `package` to customers.
Shipping and Ports
The Shipping market in which the Group operates remains extremely competitive.
The emphasis now is on quality turnover and reasonable margins.
The Shipping business has reversed the previous year`s loss and has achieved an
operating profit of GBP0.3m with turnover being maintained at GBP19.9m. This
trend is expected to continue with the consolidation in the market following the
announcement from a major competitor that it is to close its Zeebrugge services
later this year. The Shipping division is developing a profitable car
import/export business, which will supplement the standard ferry products. The
period`s performance was impacted by the losses incurred on the new Dunkerque
service, which has not yet reached critical mass.
Property and Outsourced Services
The value of operating property assets held in this division has reduced to
GBP1.5m and the division now holds a relatively small portfolio of managed
properties. Research is currently underway into various possibilities for the
development of the Group`s site at Thames Europort. Turnover for this division
amounted to GBP1.4m achieving an operating profit of GBP0.1m.
Dividends and Share Premium Account
No dividend is proposed for the six month period ended 30 June 2002. The Company
will seek shareholder approval to apply to court for the cancellation of its
share premium account of GBP13.2m and the transfer of such sum to the Company`s
profit and loss account. The deficit on the Company`s profit and loss account at
31 December 2001 was GBP7.8m. If successful, this approval will enable the
Company to resume the payment of dividends at an early date.
Outlook
Whilst the profit of the Group is modest, it is pleasing to note the enthusiasm
shown by the management and staff during this period and I remain confident that
their determination to succeed bodes well for future performance.
I take this opportunity to thank the executive directors, management and staff
for their efforts. While there is a great deal to do in rebuilding the business,
they can feel justly proud of what has been achieved thus far. To the non-
executive directors my sincere thanks for their guidance.
Brian Joffe
Chairman
INDEPENDENT REVIEW REPORT BY DELOITTE & TOUCHE TO BIDCORP Plc
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 30 June 2002 which comprises the consolidated profit and
loss account, the consolidated balance sheet, the consolidated cash flow
statement, the consolidated statement of total recognised gains and losses and
related notes 1 to 7. We have read the other information contained in the
Interim Report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.
Directors` Responsibilities
The Interim Report, including the financial information contained therein, is
the responsibility of, and has been approved by the Directors. The Directors
are responsible for preparing the Interim Report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of Group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with United Kingdom auditing standards and therefore
provides a lower level of assurance than an audit. Accordingly, we do not
express an audit opinion on the financial information.
Review Conclusion
On the basis of our review, we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2002.
Deloitte & Touche
Chartered Accountants and Registered Auditors
Hill House
1 Little New Street
London
EC4A 3TR
1 August 2002
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the six months ended 30 June 2002
Restated* Year
ended
30 June 30 June 31 Dec
2002 2001 2001
Note GBP`000 GBP`000 GBP`000
(unaudited) (unaudited) (audited)
Turnover - continuing 1 68,083 65,687 129,486
operations
Operating profit/(loss) - 886 2,182 (12,642)
continuing operations
Exceptional items:
Loss on disposal of fixed - (133) (367)
assets
Loss on termination of - - (187)
logistics business
Total exceptional items 1 - (133) (554)
Profit /(Loss) on ordinary 1 886 2,049 (13,196)
activities before interest
Net interest payable (446) (1,416) (2,772)
Other finance expense (59) (35) (35)
Profit/(loss) on ordinary 381 598 (16,003)
activities before taxation
Tax on profit/(loss) on 2 31 27 1,831
ordinary activities
Profit/(loss) retained for 412 625 (14,172)
the period
Earnings/(loss) per share 3 0.2p 0.6p (13.9)p
Diluted earnings/(loss) per 3 0.2p 0.6p (13.8)p
share
*30 June 2001 has been restated to apply new accounting
standards, as explained in note 7.
CONSOLIDATED BALANCE SHEET
As at 30 June 2002
Restated
30 June 30 June 31 Dec
2002 2001 2001
Note GBP`000 GBP`000 GBP`000
(unaudited) (unaudited) (audited)
Fixed assets
Intangible assets - 9,897 -
Tangible assets 53,634 56,416 52,789
Investments 6,438 7,415 6,606
60,072 73,728 59,395
Current assets
Stocks and work in progress 2,521 4,006 2,472
Debtors 30,708 25,904 28,122
Cash at bank and in hand 5,081 5,544 3,437
38,310 35,454 34,031
Current liabilities
Creditors: Amount falling due (33,511) (40,995) (56,270)
within one year
Net current 4,799 (5,541) (22,239)
assets/(liabilities)
Total assets less current 64,871 68,187 37,156
liabilities
Creditors: Amounts falling (7,069) (23,967) (10,807)
due after more than one year
Provisions for liabilities (5,079) (6,426) (5,213)
and charges
Net assets excluding pension 52,723 37,794 21,136
liability
Pension liability (2,473) (1,606) (1,606)
Net assets including pension 50,250 36,188 19,530
liability
Capital and reserves
Called up share capital 49,644 20,463 20,463
Share premium 13,228 11,353 11,353
Merger reserve 9,327 9,327 9,327
Capital reserve 480 480 480
Profit and loss account (19,956) (3,829) (20,487)
excluding pension liability
Pension liability (2,473) (1,606) (1,606)
Profit and loss account (22,429) (5,435) (22,093)
including pension liability
Equity shareholders` funds 50,250 36,188 19,530
Net asset value per share 4 20.2p 35.4p 19.1p
SUMMARISED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 June 2002
Year
ended
30 June 30 June 31 Dec
2002 2001 2001
Note GBP`000 GBP`000 GBP`000
(unaudited) (unaudited) (audited)
Cash flow from operating 5 4,386 6,728 9,713
activities
Interest received 326 13 188
Interest paid (299) (1,292) (1,067)
Interest element of finance (443) - (1,345)
lease payments
Returns on investments and (416) (1,279) (2,224)
servicing of finance
Taxation 52 26 373
Purchase of tangible fixed (5,453) (1,925) (4,878)
assets
Sale of tangible assets 704 148 1,014
Sale of investment properties - 2,156 2,467
Sale of investments - - 128
Capital expenditure and (4,749) 379 (1,269)
financial investment
Acquisitions and disposals - - (2,000)
Net cash (outflow)/inflow (727) 5,854 4,593
before financing
Issue of shares 31,056 - -
Repayment of secured loans (9,673) (314) (1,195)
Repayment of loan notes (913) - -
New hire purchase agreements - 1,695 2,642
Capital repayments under hire (3,737) (4,287) (8,146)
purchase obligations
Financing 16,733 (2,906) (6,699)
Increase/(decrease) in net 6 16,006 2,948 (2,106)
cash
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES AND RECONCILIATION
OF MOVEMENTS IN SHAREHOLDERS` FUNDS
As at 30 June 2002
Restated Year
ended
30 June 30 June 31 Dec
2002 2001 2001
GBP`000 GBP`000 GBP`000
(unaudited) (unaudited) (audited)
Profit/(loss) 412 625 (14,172)
attributable to equity
shareholders for the
period
Movement on market value (804) (2,542) (2,542)
of pension scheme assets
Actuarial (loss)/gain on (375) 227 227
defined benefit pension
schemes
Deferred tax arising in 354 695 695
respect of defined
benefit pension schemes
Currency translation 77 (48) 28
differences on foreign
currency net investments
Total recognised (336) (1,043) (15,764)
gains/(losses) relating
to the period
Prior year adjustment - (399) (399)
relating to defined
benefit pension
arrangements
Prior year adjustment - (2,434) (4,371)
relating to deferred
taxation
New shares 31,056 - -
Net increase/(decrease) 30,720 (3,876) (20,534)
in shareholders` funds
Equity shareholders` 19,530 40,064 40,064
funds at the beginning of
the period
Equity shareholders` 50,250 36,188 19,530
funds at the end of the
period
NOTES TO THE ACCOUNTS
For the six months ended 30 June 2002
1 PRINCIPAL ACTIVITIES
Property
and
Automotive Shipping Outsourced
Services Services Services Net Debt Total
GBP`000 GBP`000 GBP`000 GBP`000 GBP`000
Turnover
30 June 2002 46,747 19,911 1,425 - 68,083
30 June 2001 43,504 19,619 2,564 - 65,687
31 December 2001 85,474 37,589 6,423 - 129,486
Profit/(loss) before
interest 538 255 93 - 886
30 June 2002
30 June 2001 434 1,329 286 - 2,049
31 December 2001 (11,578) (1,558) (60) - (13,196)
Net assets
30 June 2002 1,932 22,527 36,275 (10,484) 50,250
30 June 2001 9,875 28,541 37,308 (39,536) 36,188
31 December 2001 5,862 17,577 36,840 (40,749) 19,530
The segmental analysis for June and December 2001 have been restated, as car
parking activities have been reclassified as outsourced services.
NOTES TO THE ACCOUNTS
For the six months ended 30 June 2002
PRINCIPAL ACTIVITIES (continued)
Analysis by geographical area UK Europe Total
of operation
GBP`000 GBP`000 GBP`000
Turnover
30 June 2002 61,981 6,102 68,083
30 June 2001 59,225 6,462 65,687
31 December 2001 117,472 12,014 129,486
Profit/(loss) before interest
30 June 2002 876 10 886
30 June 2001 1,946 103 2,049
31 December 2001 (12,630) (566) (13,196)
Net assets
30 June 2002 51,692 (1,442) 50,250
30 June 2001 35,574 614 36,188
31 December 2001 20,843 (1,313) 19,530
The profit on ordinary activities before taxation is stated after
(crediting)/charging the following item:
30 June 30 June 31 Dec
2002 2001 2001
GBP`000 GBP`000 GBP`000
Amortisation of goodwill - 287 10,227
Adjustment to shipping and - (364) (364)
property accruals
Director`s termination 177 - -
payment
Earn out provision not (308) - -
required
Set up costs of European 62 - -
recovery operation
TAXATION
The tax charge provided at 30 June 2002 is based on the estimated effective tax
rate for the full period for each undertaking in the Group applied to the
taxable profits for the period.
EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the consolidated
profit/(loss) after taxation of GBP412,000 (2001: 30 June GBP625,000, 31
December GBP(14,172,000)) and the weighted average number of ordinary shares in
issue during the period of 248,219,402 (2001: 102,317,460).
Diluted earnings per share is based on profits/(losses) of GBP412,000 (2001: 30
June GBP625,000, 31 December GBP(14,172,000)) and the average number of ordinary
shares in issue during the period as amended to take account of dilutive options
issued to staff and directors, together amounting to 250,428,937 (2001:
102,317,460).
NET ASSET VALUE PER SHARE
The calculation of net asset value per share is based on the total of equity
shareholders` funds of GBP50,250,000 (2001: 30 June GBP36,188,000, 31 December
GBP19,530,000) and the closing number of ordinary shares in issue of 248,219,402
(2001: 102,317,460).
NOTES TO THE ACCOUNTS
For the six months ended 30 June 2002
RECONCILIATION OF OPERATING PROFIT/(LOSS) TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
Year
30 June 30 June ended
2002 2001 31 Dec
GBP`000 GBP`000 2001
GBP`000
Operating profit/(loss) 886 2,182 (12,642)
Amortisation and impairment of (308) 287 10,227
goodwill
Depreciation and amortisation 4,290 4,477 9,760
of other fixed assets
Profit/(loss) on disposal of (218) 2 42
fixed assets
Working capital movements (318) (73) 2,468
Other non cash movements 54 (147) (142)
Net cash inflow from operating 4,386 6,728 9,713
activities
RECONCILIATION OF NET CASH INFLOW/(OUTFLOW) TO MOVEMENT IN NET DEBT
Restated Year
ended
30 June 30 June 31 Dec
2002 2001 2001
GBP`000 GBP`000 GBP`000
Increase/(decrease) in cash for 16,006 2,948 (2,106)
the period
Cash outflow from decrease in 14,323 2,906 6,699
debt and leasing financing
Change in net debt resulting 30,329 5,854 4,593
from cash flows
Unwinding of discount on loan (89) (203) (405)
Write down of loan - 150 150
Translation difference 25 (381) (131)
Movement in net debt in the 30,265 5,420 4,207
period
Net debt at the beginning of (40,749) (44,956) (44,956)
the period
Net debt at the end of the (10,484) (39,536) (40,749)
period
Disclosed as:
Cash at bank and in hand 5,081 5,544 3,437
Debt due within one year (8,496) (21,113) (33,379)
Debt due after one year (7,069) (23,967) (10,807)
(10,484) (39,536) (40,749)
Net debt / net assets 21% 109% 209%
NOTES TO THE ACCOUNTS
For the six months ended 30 June 2002
BASIS OF PREPARATION
Restatements
At 31 December 2001 deferred taxation was stated on a full liability basis in
accordance with FRS 19 "Deferred taxation". Comparative financial information
has been restated as necessary. The impact of adopting FRS 19 was to decrease
the tax charge for the six months to 30 June 2001 by GBP299,000.
FRS 17 "Post retirement benefits" was also adopted at 31 December 2001 and the
impact of adopting FRS 17 was to increase the profit for the six months to 30
June 2001 by GBP242,000. Comparative financial information has been restated as
necessary. The comparative lines of business segmental analyses have been
restated to align the previously reported analyses with current Group reporting
structures.
Statutory financial information
The unaudited interim results have been prepared on a basis consistent with the
accounting policies set out in the Annual Report and Accounts for the year ended
31 December 2001. The interim results should therefore be read in conjunction
with the 2001 Annual Report and Accounts. The interim results for the six
months to 30 June 2002, which were approved by the Board of Directors on 2
August 2002, do not comprise statutory accounts within the meaning of section
240 of the Companies Act 1985. Full accounts for the year ended 31 December
2001, incorporating an unqualified auditors` report, have been filed with the
Registrar of Companies.
Copies of this report are being sent to shareholders, and are available to the
public at the Company`s registered office, 6 Stratton Street, London W1J 8LD.
Date: 05/08/2002 08:41:09 AM Supplied by www.sharenet.co.za
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