RNS Number:6133T
Bidcorp PLC
26 March 2002
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 Items Total Restated
Operations
2001 2001 2000
2001
£m £m £m
£m
Turnover - Continuing Operations 129.5 - 129.5 130.8
------- ------- ------- -------
Operating loss (0.5) (12.1) (12.6) (6.6)
------- ------- ------- ------
Operating profit/(loss) before goodwill 0.1 (2.5) (2.4) (5.8)
amortisation and impairment
Goodwill amortisation and impairment (0.6) (9.6) (10.2) (0.8)
-------- -------- -------- -------
Other exceptional items - (0.6) (0.6) (9.9)
-------- -------- ------- -------
Loss on ordinary activities before (0.5) (12.7) (13.2) (16.5)
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 £32.0 million from issue
of new shares.
• Blue Circle debt repaid, Dartford site now unencumbered.
• Company structure aligned to markets.
• Board reconstituted.
Enquiries:
Bidcorp Plc 020 7493 4733
Rodger Graham, Chief Executive +27 11 481 4100
Brian Joffe, Chairman
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 £9 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 £31.5 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 £9 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 £0.4 million and £4.4 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 £64.5 million (2000: 64.3 million), recording an operating profit of
£2.0 million (2000: £3.5 million).
The French operations achieved a 9 per cent. increase in turnover to £12.0
million (2000: £11.0 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 £16.9
million (2000: £16.7 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 £37.6 million (2000: £37.2 million) but profitability fell to an
operating loss of £1.6 million (2000: £1.4 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 £9 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
£0.2 million, with a turnover of £6.6 million, a marked improvement on the loss
of £1.25 million incurred in the previous year, with a turnover of £5.6 million.
On a turnover of approximately 50 per cent. of the previous year, the Property
operations incurred a loss of £0.2 million (2000: £1.47 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 Items 2001 2000
£'000 £'000 £'000 £'000
Turnover - continuing operations 129,486 - 129,486 130,768
Turnover - discontinued operations - - - 15,293
---------- ----------- ----------- -----------
129,486 - 129,486 146,061
---------- ----------- ----------- -----------
Operating loss (472) (12,170) (12,642) (6,574)
---------- ----------- ----------- -----------
Operating (loss)/profit - continuing (472) (12,170) (12,642) 148
Operating loss - discontinued operations - - - (6,722)
---------- ----------- ----------- -----------
Exceptional items - (554) (554) (9,908)
---------- ----------- ----------- -----------
(Loss)/profit on disposal of fixed assets - (367) (367) 1,369
Loss on termination of logistics business - (187) (187) (11,277)
---------- ----------- ----------- -----------
Loss on ordinary activities before interest (472) (12,724) (13,196) (16,482)
Net interest payable (2,772) - (2,772) (3,411)
Other finance (expense)/income (35) - (35) 63
---------- ----------- ----------- -----------
Loss on ordinary activities before taxation (3,279) (12,724) (16,003) (19,830)
Tax on loss on ordinary activities 1,831 - 1,831 781
---------- ----------- ----------- -----------
Loss for the financial year (1,448) (12,724) (14,172) (19,049)
Equity minority interest - - - 176
---------- ----------- ----------- -----------
Loss attributable to equity shareholders (1,448) (12,724) (14,172) (18,873)
Dividends paid and proposed - - - (612)
---------- ----------- ----------- -----------
Retained deficit for the financial year (1,448) (12,724) (14,172) (19,485)
====== ====== ====== =====
Loss per share (13.9) p (18.5) p
Diluted loss per share (13.8) p (18.5) p
Loss per share before exceptional items (1.4) p (8.8) p
Balance Sheets
at 31 December 2001
Statutory Statutory Proforma
Audited Audited Unaudited
Restated Post Subscription
Group Group Group
2001 2000 2001
£'000 £'000 £'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 within one year (56,270) (42,562) (56,270)
--------- ---------- ----------
Net current (liabilities)/assets (22,239) (9,172) 8,819
Total assets less current liabilities 37,156 69,884 68,214
Creditors: Amounts falling due after more than one year (10,807) (25,637) (10,807)
Provisions for liabilities and charges (5,213) (8,725) (5,213)
--------- ---------- ----------
Net assets excluding pension liability 21,136 35,522 52,194
Pension liability (1,606) (228) (1,606)
--------- ---------- ----------
Net assets including pension liability 19,530 35,294 50,588
===== ===== ======
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 excluding pension liability (20,487) (6,101) (20,487)
Pension liability (1,606) (228) (1,606)
--------- ---------- ----------
Profit and loss account including pension liability (22,093) (6,329) (22,093)
--------- ---------- ----------
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 share 19.1 p 24.5 p 20.4 p
Consolidated Cash Flow Statement
for the year ended 31 December 2001
2001 2000
£000 £000 £000 £000
Cash inflow from operating activities 9,713 10,645
Interest received 188 284
Interest paid (1,067) (1,813)
Interest element of finance lease payments (1,345) (1,663)
Investment income - 6
---------- ----------
Returns on investments and servicing of finance (2,224) (3,186)
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 investment (1,269) 10,141
Cash outflow in respect of termination of logistics business (2,000) -
Cash outflow in respect of purchase of interest in Fastrack - (4,096)
Acquisition of businesses - (212)
Less cash acquired with businesses - 275
---------- ----------
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 hire purchase agreements (8,146) (7,138)
---------- ----------
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
£'000 £'000
Loss attributable to equity shareholders for the financial year (14,172) (18,873)
Actuarial loss on defined benefit schemes (2,315) (402)
Deferred tax arising thereon 695 121
Currency translation differences on foreign currency net investments 28 (72)
----------- ----------
Total recognised losses relating to the year (15,764) (19,226)
Prior year adjustment relating to defined benefit pension arrangements (399) =====
Prior year adjustment relating to deferred taxation (4,371)
-----------
Total recognised losses since last annual report (20,534)
-----------
STATEMENT OF HISTORICAL COST PROFITS
AND LOSSES
for the year ended 31 December 2001 Restated
2001 2000
£'000 £'000
Reported loss on ordinary activities before taxation (16,003) (19,830)
Realisation of property revaluation gains of prior years - 3,158
----------- ------------
Historical cost loss for the year retained before taxation, minority (16,003) (16,672)
interests and dividends
----------- ------------
Historical cost loss for the year retained after taxation, minority (14,172) (16,327)
interests and dividends
----------- -----------
RECONCILIATION OF MOVEMENTS IN
SHAREHOLDERS' FUNDS
for the year ended 31 December 2001 Restated
2001 2000
£'000 £'000
Loss for the financial year (14,172) (18,873)
Actuarial loss on defined benefit schemes (2,315) (402)
Deferred tax arising thereon 695 121
Dividends paid and proposed - (612)
Goodwill written off to merger reserve - (116)
Currency translation differences on foreign currency net investments 28 (72)
New shares - 200
----------- -----------
(15,764) (19,754)
Shareholders' funds at the beginning of the year 40,064 56,480
Prior year adjustment relating to defined benefit pension arrangements (399) (71)
Prior year adjustment relating to deferred taxation (4,371) (1,361)
---------- ----------
Shareholders' funds at the beginning of the year restated 35,294 55,048
---------- ----------
Shareholders' funds at the end of the year 19,530 35,294
====== =====
Shareholders' funds are all attributable to equity interests.
PRINCIPAL ACTIVITIES
Turnover Loss before taxation Net assets
Restated Restated
2001 2000 2001 2000 2001 2000
£'000 £'000 £'000 £'000 £'000 £'000
Analysis by activity
Automotive Services excluding discontinued 81,411 81,259 (559) (1,410) 4,322 8,694
Automotive Services discontinued (logistics - 15,293 - (6,722) 644 644
business)
--------- --------- ---------- ---------- -------- --------
81,411 96,552 (559) (8,132) 4,966 9,338
Exceptional items excluding goodwill - - (1,092) (11,277) - -
impairment
Goodwill amortisation and impairment - - (9,733) - - -
--------- --------- ---------- ---------- -------- --------
Total Automotive Services 81,411 96,552 (11,384) (19,409) 4,966 9,338
--------- --------- ---------- ---------- -------- --------
Shipping Services 37,589 37,202 187 1,391 17,577 32,555
Exceptional items excluding goodwill - - (1,251) - - -
impairment
Goodwill amortisation and impairment - - (494) - - -
--------- --------- ---------- ---------- -------- --------
Total Shipping Services 37,589 37,202 (1,558) 1,391 17,577 32,555
--------- --------- ---------- ---------- -------- --------
Property and Outsourced Services 10,486 12,307 492 167 37,736 38,357
Exceptional items - - (746) 1,369 - -
--------- --------- ---------- ---------- -------- --------
Total Property and Outsourced Services 10,486 12,307 (254) 1,536 37,736 38,357
--------- --------- ---------- ---------- -------- --------
Interest and similar charges - - (2,807) (3,348) - -
Net debt - - - - (40,749) (44,956)
--------- --------- ---------- ---------- -------- --------
129,486 146,061 (16,003) (19,830) 19,530 35,294
--------- --------- ---------- ---------- -------- --------
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 Operations Total Continuing Discontinued Restated
Total
Exceptional 2001 Operations Operations
Items 2000
£'000 £'000 £'000 £'000 £'000 £'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 costs (109) - (109) (111) - (111)
------------- ----------- ------------ ------------ ----------- ------------
Administrative expenses (22,865) (1,343) (24,208) (23,299) (5,988) (29,287)
excluding goodwill
amortisation and
impairment
Goodwill amortisation and (592) (9,635) (10,227) (750) - (750)
impairment
------------- ----------- ------------ ------------ ----------- ------------
Total administrative (23,457) (10,978) (34,435) (24,049) (5,988) (30,037)
expenses
Other operating income - - - 502 - 502
------------- ----------- ------------ ------------ ----------- ------------
Operating loss (472) (12,170) (12,642) 148 (6,722) (6,574)
======= ====== ======= ====== ====== =====
EXCEPTIONAL ITEMS
2001 2000
£'000 £'000
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 fixed assets 5 367 (1,369)
Loss on termination of logistics business 6 187 11,277
--------- ----------
Total exceptional items 12,724 9,908
===== =====
1 Write down of £421k 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 (£392k), Ferryline's traction
and trailer business (£409k), other automotive businesses (£350k) and other group reorganisation costs (£542k).
4 The goodwill impairment of £9.6million 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
£'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 (£115k) and a loss on
disposal of investment properties (£252k).
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
£'000 £'000
- (loss)/profit of the period - -
- adjustment in respect of the previous period (177) (1,431)
Foreign tax:
- adjustment in respect of previous period 32 -
-------- ---------
Total current tax (145) (1,431)
-------- ---------
UK deferred tax:
- movement in respect of the current period (1,124) (304)
- adjustment in respect of prior years (388) (125)
-------- ---------
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
£14,172k (2000: £18,873k 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 £14,172k (2000: £18,873k 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 £1,448k (2000: £8,965k 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 items per share (1.4) (8.8)
==== ====
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 102,317,460 102,317,460 248,219,402
------------- --------------- ---------------
£'000 £'000 £'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
£'000 £'000
Operating loss (12,642) (6,574)
Amortisation and impairment of goodwill 10,227 750
Depreciation and amortisation 9,760 9,309
Loss on disposal of fixed assets 42 -
Decrease in stocks and work in progress 1,697 2,948
(Increase)/decrease in debtors (1,739) 7,544
Increase/(decrease) in creditors 2,510 (4,363)
Other non cash movements (142) 1,031
----------- -------------
Net cash inflow from operating activities 9,713 10,645
====== ======
ANALYSIS OF NET DEBT
At 1 Jan Other non- Cash Exchange At 31 Dec
2001 cash items flow adjustment 2001
£'000 £'000 £'000 £'000 £'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 loans (150) 150 - - -
Hire purchase agreements (7,797) - 768 33 (6,996)
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 agreements (12,900) - 4,736 43 (8,121)
----------- ------------- ----------- --------- ------------
(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
£'000 £'000
Decrease in cash in the period (2,106) (1,600)
Cash outflow from decrease in debt and leasing financing 6,699 13,092
----------- ----------
Change in net debt resulting from cash flows 4,593 11,492
Loans and hire purchase agreements aquired with subsidiary - (89)
Loan notes - (913)
Unwinding of discount on loan (405) (405)
Loan notes redeemed/waived 501 400
Write down of ring fenced loan 150 -
Hire purchase agreements disposed of with subsidiary - 2,016
Translation difference (131) (375)
----------- -----------
Movement in net debt for the year 4,708 12,126
Net debt at the beginning of the year (44,956) (57,082)
----------- -----------
Net debt at the end of the year (40,248) (44,956)
======= ======
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 £32,702,937 before expenses
and commissions.
2. DIVIDENDS
There will be no dividend proposed for the year ended 31 December 2001 (2000: £612,000).
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 Subscription
Group Group
2001 Notes 2001
£'000 £'000 £'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 within one year (56,270) - (56,270)
---------- ---------- ----------
Net current liabilities (22,239) 31,058 8,819
Total assets less current liabilities 37,156 31,058 68,214
Creditors: Amounts falling due after more than one year (10,807) - (10,807)
Provisions for liabilities and charges (5,213) - (5,213)
Net assets excluding pension liability 21,136 31,058 52,194
Pension (liability)/asset (1,606) - (1,606)
---------- ---------- ----------
Net assets including pension liability 19,530 31,058 50,588
===== ===== ======
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 excluding pension liability (20,487) - (20,487)
Pension (liability)/asset (1,606) - (1,606)
---------- ---------- ----------
Profit and loss account including pension liability (22,093) - (22,093)
---------- ---------- ----------
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 issue £'000
Arising on the issue of 140,901,942 new ordinary shares (2.5 pence per share) 3,523
Less: commissions payable to Bid Services Division Limited (685)
Other expenses of issue (960)
--------
1,878
====
9. Net cash received
Cash sums realised on issue of new ordinary shares 32,703
Less: commissions payable to Bid Services Division Limited (685)
----------
Net cash received 32,018
====
This information is provided by RNS
The company news service from the London Stock Exchange
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