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Bidcorp Plc - Results for the interim twelve-month period ended December 31 2002
Bidcorp Plc
("Bidcorp")
Results for the interim twelve-month period ended December 31 2002
Bidcorp plc, a 56.7% held subsidiary of The Bidvest Group Limited ("Bidvest"),
is listed on the London Stock Exchange and comprises three divisions: Automotive
Services; Shipping and Ports; Property and Outsourced Services.
Bidvest acquired its interest in Bidcorp plc with effect from January 2002.
- Turnover GBP139.4m (2001: GBP129.5m)
- Operating profit (loss) GBP0.5m (2001: GBP(12.6)m*)
- Loss after tax GBP0.2m (2001: GBP(14.2m)*)
* Includes exceptional items and goodwill write-offs
- Operating profit of GBP0.5 million, includes a loss of GBP1.0 million incurred
by the Ferryline and Individual Driver Movements businesses
- Ferryline closed in early January 2003
- Individual Driver Movements business to be sold, restructured or closed
- Significant progress made in restructuring
- Continued process of stabilising revenues, reducing costs and focusing on
activities where an acceptable return can be achieved
Brian Joffe, Chairman, commented:
"Since acquiring this business in January 2002, we have made significant
progress on its restructuring. The efforts to bring the business to the required
levels of returns are commendable and we are well on track to achieve this. The
fundamentals of the businesses have improved and the positive trend,
particularly in the core business, continues"
Rodger Graham, Chief Executive, commented:
"We have made good progress in 2002. Unprofitable businesses are being sold,
restructured or closed, port operations have been physically re-organised to
create additional capacity, poor performing contracts have been renegotiated or
terminated, cost reduction initiatives have been implemented and we have
invested in new, more efficient equipment. The Group is thus in a much stronger
position than it was last year and I believe that the benefits of this will be
seen in the next period."
February 13 2003
Enquiries:
Bidcorp plc
Brian Joffe, Chairman Tel: +27 (0) 11 772 8700
Rodger Graham, Chief Executive Tel: +44 (0) 207 408 0123
The Bidvest Group Limited
Jack Hochfeld, Investor Relations Tel: +27 (0) 11 772 8705
David Cleasby, Investor Relations Tel: +27 (0) 11 772 8706
College Hill South Africa Tel: +27 (0) 11 447 3030
Robyn Hunt
Johannes van Niekerk
BIDCORP PLC
Interim accounts for the twelve months ended December 31 2002
OPERATIONAL AND FINANCIAL REVIEW FOR THE TWELVE MONTHS ENDED DECEMBER 31 2002
INTRODUCTION
Bidcorp`s year-end has changed to June 30 to coincide with the reporting period
of its major shareholder, The Bidvest Group Limited, which acquired a 57%
interest with effect from January 2002. This report covers the interim twelve-
month period to December 31 2002, within the current eighteen-month reporting
period.
The restructuring of the group continued in the second half of 2002 including
the process of stabilising revenues, reducing costs and focusing the group on
those activities in which an acceptable return on funds employed can be
achieved. The fundamentals of the businesses have improved and the positive
trend, particularly in the core businesses, continues.
Although the results for Bidcorp for the year are disappointing, I believe we
are close to the bottom and we will have a profitable business in the future.
FINANCIAL OVERVIEW
Group turnover grew by 8% to GBP139.4 million (2001: GBP129.5 million).
Operating profit of GBP0.5 million included a loss of GBP1.0 million incurred by
the Ferryline and Individual Driver Movement businesses.
Net interest payable at GBP0.9 million (2001: GBP2.8 million) reflects the
reduced level of debt. The retained loss, after a tax credit of GBP0.3 million,
was GBP0.2 million.
Gearing was reduced to 27% at December 31 2002 following a capital injection of
GBP31.1 million and after incurring capital expenditure of GBP9.1 million.
REVIEW OF OPERATIONS
Automotive Services
The Automotive Division`s turnover increased by 13% to GBP96.6 million.
The Automotive Division`s operating loss, in a highly competitive market, was
GBP0.2 million and included a loss of GBP0.6 million incurred by the Individual
Driver Movements business.
The Individual Driver Movements` loss followed the relocation and termination of
major contracts, resulting in the lack of return trips and drivers being located
in areas with significantly less work. In January 2003 employees were served
formal notice of the intention to either sell the operation, restructure the
business to return it to profit, or failing this, closure. Further details are
to be found in note 7 of the accounts "Post-Balance Sheet Events."
The Volume Transport business produced acceptable profits. A capital equipment
replacement programme is underway to achieve greater efficiencies and retain the
division`s position in the market
The Specialist Transport business performed well, increasing both market share
and profitability. Capital expenditure was also incurred to support this
operation, which has potential for growth.
Poor performing contracts in the vehicle preparation centre in Wellesbourne have
either been re-negotiated or terminated. New management have been appointed and
service and efficiency levels have improved.
Rescue and Recovery is profitable and returning strong performances in a
fragmented market after a period of substantial losses. All operations have been
combined into a single operating entity, which, outside of the motoring clubs,
is now the largest business of its kind in the United Kingdom.
Traffic Management is bound by certain unprofitable contracts, which will have
to run their course. Operations have been combined with those of Rescue and
Recovery to achieve cost reductions and greater efficiencies, which are now
being realised. Traffic Management will no longer be a significant drain on
profits.
Shipping and Ports
Turnover increased by 6% to GBP39.7 million.
The Shipping and Ports Division, which made an operating profit of GBP0.4
million, included a loss of GBP0.4 million incurred by the Ferryline business.
The Ferryline business was closed in early January 2003. Further details are to
be found in note 7 of the accounts "Post-Balance Sheet Events."
The physical re-organisation of the port at Dartford has created significantly
more capacity, which has benefited the shipping operation and resulted in
increased volumes. Margins are slowly improving.
The new Dunkerque service, which incurred significant losses during the set-up
period, is now making a positive contribution to the results of the division.
The Shipping Division now enjoys a much stronger competitive position in the
cross Channel Ro-Ro (roll-on roll-off) market.
Property and Outsourced Services
The division manages a number of commercial properties for third parties, and
continues to seek opportunities to develop and sell properties. There are a
number of such developments under way which, if successful, will yield
attractive returns.
The car park business performed well and benefited from the parking bonus paid
by major customers for quality service.
DIVIDENDS AND SHARE PREMIUM
No dividend is proposed for the twelve-month period ended December 31 2002. It
is still Bidcorp`s intention to seek shareholder approval for court permission
to have sufficient share premium cancelled to offset retained losses, which, in
time, would enable the resumption of dividend payments.
PROSPECTS
Whilst the results may have been disappointing, significant progress has been
made in restructuring Bidcorp. The group has not yet reached the required levels
of return, however efforts in the past year have been commendable and there is
good reason to expect better results in the coming period.
Once the businesses have been correctly positioned, management`s focus will be
on organic growth within the core activities and on ensuring Bidcorp`s
involvement in the growing trade between the United Kingdom, Europe and southern
Africa.
Brian Joffe
(Chairman)
February 13 2003
Directors: B Joffe* (Chairman), R Graham (Chief Executive), S Bender*, B
Connellan*, A Cooke*, MJ Kingshott*, J Pamensky*, L Ralphs*, D Rosevear*, I
Spry, M Stafford, D Winduss, E Worrall* *Non-executive
Registration number: 231534
REGISTRARS: Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA,
United Kingdom
Administration AND REGISTERED officE: 6 Stratton Street, London WIJ 8LD, United
Kingdom
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the twelve months ended December 31
2002 2001
GBP000`s Note Unaudited Audited
Turnover - continuing
operations 1 139,392 129,486
Operating profit (loss) -
continuing operations 1 523 (12,642)
Exceptional items:
Loss on disposal of fixed assets - (367)
Loss on termination of
logistics business - (187)
Total exceptional items 1 - (554)
Profit (loss) on ordinary
activities before interest 1 523 (13,196)
Net interest payable (906) (2,772)
Other finance expense (113) (35)
Loss on ordinary activities
before taxation (496) (16,003)
Tax on loss on ordinary
activities 2 275 1,831
Loss retained for the period (221) (14,172)
Loss per share (pence) 3 (0.1) (13.9)
Diluted loss per share (pence) 3 (0.1) (13.8)
CONSOLIDATED BALANCE SHEET
at December 31
2002 2001
GBP000`s Note Unaudited Audited
Fixed assets
Tangible assets 52,439 52,789
Investments 6,271 6,606
58,710 59,395
Current assets
Stocks and work in progress 2,830 2,472
Debtors 30,139 28,122
Cash at bank and in hand 2,376 3,437
35,345 34,031
Current liabilities
Creditors: Amounts falling
due within one year (33,615) (56,270)
Net current assets (liabilities) 1,730 (22,239)
Total assets less current
liabilities 60,440 37,156
Creditors: Amounts falling
due after more than one year (3,734) (10,807)
Provisions for liabilities
and charges (4,655) (5,213)
Net assets excluding
pension liability 52,051 21,136
Pension liability (2,712) (1,606)
Net assets including
pension liability 49,339 19,530
Capital and reserves
Called up share capital 49,644 20,463
Share premium 13,228 11,353
Merger reserve 9,327 9,327
Capital reserve 480 480
Profit and loss account
excluding pension liability (20,628) (20,487)
Pension liability (2,712) (1,606)
Profit and loss account
including pension liability (23,340) (22,093)
Equity shareholders` funds 49,339 19,530
Net asset value per share (pence) 4 19.9 19.1
SUMMARISED CONSOLIDATED CASH FLOW STATEMENT
for the twelve months ended December 31
2002 2001
GBP000`s Note Unaudited Audited
Cash flow from
operating activities 5 5,542 9,713
Interest received 331 188
Interest paid (464) (1,067)
Interest element of finance
lease payments (797) (1,345)
Returns on investments and
servicing of finance (930) (2,224)
Taxation 50 373
Purchase of tangible fixed
assets (9,075) (4,878)
Sale of tangible assets 748 1,014
Sale of investment properties - 2,467
Sale of investments - 128
Capital expenditure and
financial investment (8,327) (1,269)
Acquisitions and disposals - (2,000)
Net cash (outflow) inflow
before financing (3,665) 4,593
Issue of shares 31,056 -
Repayment of secured loans (10,455) (1,195)
Repayment of loan notes (913) -
New hire purchase agreements - 2,642
Capital repayments under
hire purchase obligations (6,881) (8,146)
Financing 12,807 (6,699)
Increase (decrease) in net cash 6 9,142 (2,106)
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES AND RECONCILIATION
OF MOVEMENT IN SHAREHOLDERS` FUNDS
at December 31
12 months 12 months
ended ended
December 31 December 31
2002 2001
GBP000`s Unaudited Audited
Loss attributable to equity
shareholders for the period (221) (14,172)
Movement on market value of
pension scheme assets (103) (2,542)
Actuarial (loss) gain on defined
benefit pension schemes (1,363) 227
Deferred tax arising in respect
of defined benefit pension schemes 440 695
Currency translation differences
on foreign currency net investments - 28
Total recognised losses relating
to the period (1,247) (15,764)
Prior year adjustment relating to
defined benefit pension arrangements - (399)
Prior year adjustment relating to
deferred taxation - (4,371)
New shares 31,056 -
Net increase (decrease) in
shareholders` funds 29,809 (20,534)
Equity shareholders` funds at the
beginning of the period 19,530 40,064
Equity shareholders` funds at the
end of the period 49,339 19,530
NOTES TO THE ACCOUNTS
for the twelve months ended December 31 2002
1. PRINCIPAL ACTIVITIES
Property
Shipping and
Automotive and Outsourced Net
GBP`000 Services Ports Services debt Total
Turnover
December 31 2002 96,575 39,731 3,086 - 139,392
December 31 2001 85,474 37,589 6,423 - 129,486
Profit (loss)
before interest
December 31 2002 (247) 438 332 - 523
December 31 2001 (11,578) (1,558) (60) - (13,196)
Net assets
December 31 2002 25,444 35,504 1,839 (13,448) 49,339
December 31 2001 22,828 35,947 1,504 (40,749 19,530
The segmental analysis for December 2001 has been restated, as car park
activities have been reclassified as Property and Outsourced Services.
Analysis by geographical area of operation
Net
GBP`000 UK Europe debt Total
Turnover
December 31 2002 127,714 11,678 - 139,392
December 31 2001 117,472 12,014 - 129,486
Profit (loss)
before interest
December 31 2002 526 (3) - 523
December 31 2001 (12,630) (566) - (13,196)
Net assets
December 31 2002 61,448 1,339 (13,448) 49,339
December 31 2001 58,116 2,163 (40,749) 19,530
The loss on ordinary activities before taxation is stated after (crediting)
charging the following items:
GBP`000 2002 2001
Amortisation of goodwill - 10,227
Adjustment to shipping and
property accruals - (364)
Directors` termination payment 177 -
Directors` notice payments 142 -
Earn out provision not required (308) -
Set-up costs of European
recovery operation 62 -
2. TAXATION
The net tax credit provided at December 31 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.
3. EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the loss for the
period after taxation of GBP221,000 (2001: 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 the loss for the period of GBP221,000
(2001: GBP(14,172,000)) and the weighted 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 258,688,239 (2001: 102,317,460).
4. NET ASSET VALUE PER SHARE
The calculation of net asset value per share is based on the total of equity
shareholders` funds of GBP49,339,000 (2001: GBP19,530,000) and the closing
number of ordinary shares in issue of 248,219,402 (2001: 102,317,460).
5. RECONCILIATION OF OPERATING PROFIT (LOSS) TO NET CASH INFLOW FROM OPERATING
ACTIVITIES
GBP`000 2002 2001
Operating profit (loss) 523 (12,642)
Amortisation and impairment of goodwill (308) 10,227
Depreciation and amortisation of
other fixed assets 9,217 9,760
(Profit) loss on disposal of
fixed assets (275) 42
Working capital movements (3,615) 2,468
Other non-cash movements - (142)
Net cash inflow from
operating activities 5,542 9,713
6. RECONCILIATION OF NET CASH INFLOW (OUTFLOW) TO MOVEMENT IN NET DEBT
GBP`000 2002 2001
Increase (decrease) in cash for
the period 9,142 (2,106)
Cash outflow from decrease in debt
and leasing financing 18,249 6,699
Change in net debt resulting
from cash flows 27,391 4,593
Unwinding of discount on loan (90) (405)
Write down of loan - 150
Translation difference - (131)
Movement in net debt in the period 27,301 4,207
Net debt at the beginning of the period (40,749) (44,956)
Net debt at the end of the period (13,448) (40,749)
Disclosed as:
Cash at bank and in hand 2,376 3,437
Overdraft (5,162) (15,365)
Debt due within one year (6,928) (18,014)
Debt due after one year (3,734) (10,807)
(13,448) (40,749)
Net debt/net assets (%) 27 209
7. POST-BALANCE SHEET EVENTS
The Ferryline operation within the Shipping Division reported an operating loss
of GBP402,000 for the twelve months to December 2002. In many respects the
business is in competition with our Shipping customers, and efforts to return it
to profit have been unsuccessful. In the latter part of the year the decision
was made to close the business and staff and customers were notified of the
closure in early January 2003. The cost of closure is estimated to be
GBP150,000.
During the year, Individual Driver Movements suffered from the loss and
relocation of major customers. This resulted in the loss of return trips and
drivers being located in areas with significantly less work. The Company is
currently pursuing options available to either sell the operation, restructure
the business to return it to profit, or failing this, closure. Employees were
served formal notice in January 2003 and are currently in consultation with
management in this respect. If no suitable buyer can be found or restructure is
unsuccessful, the cost of closure and trading through to the end of the
consultation period is not expected to exceed the loss for the past period.
In accordance with the requirements of FRS 12 "Provisions, contingent
liabilities and contingent assets" these amounts cannot be provided for in the
period to December 2002. The above actions will not result in a material
impairment of the companies` assets.
The contribution of Ferryline and IDM to group turnover and operating profit for
the twelve months to December 2002 and 2001 is presented below :
2002 2001
Ferry- Ferry-
Ongoing line Ongoing line
operations & IDM Group operations & IDM Group
GBP`000 Note Unaudited Unaudited Unaudited Unaudited Unaudited Audited
Turnover -
continuing
operations 1 127,590 11,802 139,392 115,185 14,301 129,486
Operating
profit (loss)
- continuing
operations 1,560 (1,037) 523 (11,927) (715) (12,642)
Exceptional
items:
Loss on
disposal of
fixed assets - - - (367) - (367)
Loss on
termination of
logistics
business - - - (187) - (187)
Total
exceptional
items 1 - - - (554) - (554)
Profit (loss)
on ordinary
activities
before
interest 1 1,560 (1,037) 523 (12,481) (715) (13,196)
8. BASIS OF PREPARATION
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
December 31 2001. The interim results should therefore be read in conjunction
with the 2001 annual report and accounts. The interim results for the twelve
months to December 31 2002, which were approved by the board of directors on
February 13 2003, do not comprise statutory accounts within the meaning of
section 240 of the Companies Act 1985. Full accounts for the year ended December
31 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.
INDEPENDENT REVIEW REPORT BY DELOITTE & TOUCHE TO BIDCORP PLC
INTRODUCTION
We have been instructed by the company to review the financial information for
the twelve months ended December 31 2002 which comprises the consolidated
profit and loss account, the consolidated balance sheet, the summarised
consolidated cash flow statement, the consolidated statement of recognised gains
and losses and related notes 1 to 8. 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.
This report is made solely to the company in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the company, for our review work, for this report, or for the conclusions we
have formed.
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
polices and presentation applied to the interim figures are 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 the 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 twelve months
ended December 31 2002.
Deloitte & Touche
Chartered Accountants
London
February 13 2003
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