RNS Number:5379Z
Bidcorp PLC
05 August 2002
BIDCORP
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 #31m 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 #68.1m representing growth of 4% against the
comparable period. Operating profit was #0.9m. Finance costs for the period
amounted to #0.5m against the #1.5m in the comparable period, reflecting the
reduced level of debt and improved asset management. Profit before and after tax
was #0.4m. 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 #0.5m and an increased turnover of #46.7m. 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 #0.3m with turnover being maintained at #19.9m. 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
#1.5m 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 #1.4m achieving an operating profit of #0.1m.
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 #13.2m 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 #7.8m. 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
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
Gareth David (UK) Tel: +44 (0) 20 7457 2020
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 2002 30 June
2001 31 Dec 2001
Note #'000
#'000 #'000
(unaudited)
(unaudited) (audited)
Turnover - continuing operations 1 68,083
65,687 129,486
Operating profit/(loss) - continuing operations 886
2,182 (12,642)
Exceptional items:
Loss on disposal of fixed assets -
(133) (367)
Loss on termination of logistics business -
- (187)
Total exceptional items 1 -
(133) (554)
Profit /(Loss) on ordinary activities before 1 886
2,049 (13,196)
interest
Net interest payable (446)
(1,416) (2,772)
Other finance expense (59)
(35) (35)
Profit/(loss) on ordinary activities before 381
598 (16,003)
taxation
Tax on profit/(loss) on ordinary activities 2 31
27 1,831
Profit/(loss) retained for the period 412
625 (14,172)
Earnings/(loss) per share 3 0.2p
0.6p (13.9)p
Diluted earnings/(loss) per share 3 0.2p
0.6p (13.8)p
*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 2002 30
June 2001 31 Dec 2001
Note #'000
#'000 #'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 within one year (33,511)
(40,995) (56,270)
Net current assets/(liabilities) 4,799
(5,541) (22,239)
Total assets less current liabilities 64,871
68,187 37,156
Creditors: Amounts falling due after more than one (7,069)
(23,967) (10,807)
year
Provisions for liabilities and charges (5,079)
(6,426) (5,213)
Net assets excluding pension liability 52,723
37,794 21,136
Pension liability (2,473)
(1,606) (1,606)
Net assets including pension liability 50,250
36,188 19,530
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 excluding pension liability (19,956)
(3,829) (20,487)
Pension liability (2,473)
(1,606) (1,606)
Profit and loss account including pension liability (22,429)
(5,435) (22,093)
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 2002 30
June 2001 31 Dec 2001
Note #'000
#'000 #'000
(unaudited)
(unaudited) (audited)
Cash flow from operating activities 5 4,386
6,728 9,713
Interest received 326
13 188
Interest paid (299)
(1,292) (1,067)
Interest element of finance lease payments (443)
- (1,345)
Returns on investments and servicing of finance (416)
(1,279) (2,224)
Taxation 52
26 373
Purchase of tangible fixed assets (5,453)
(1,925) (4,878)
Sale of tangible assets 704
148 1,014
Sale of investment properties -
2,156 2,467
Sale of investments -
- 128
Capital expenditure and financial investment (4,749)
379 (1,269)
Acquisitions and disposals -
- (2,000)
Net cash (outflow)/inflow before financing (727)
5,854 4,593
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 purchase obligations (3,737)
(4,287) (8,146)
Financing 16,733
(2,906) (6,699)
Increase/(decrease) in net cash 6 16,006
2,948 (2,106)
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 2002 30
June 2001 31 Dec 2001
#'000
#'000 #'000
(unaudited)
(unaudited) (audited)
Profit/(loss) attributable to equity shareholders for the 412
625 (14,172)
period
Movement on market value of pension scheme assets (804)
(2,542) (2,542)
Actuarial (loss)/gain on defined benefit pension schemes (375)
227 227
Deferred tax arising in respect of defined benefit pension 354
695 695
schemes
Currency translation differences on foreign currency net 77
(48) 28
investments
Total recognised gains/(losses) relating to the period (336)
(1,043) (15,764)
Prior year adjustment relating to defined benefit pension -
(399) (399)
arrangements
Prior year adjustment relating to deferred taxation -
(2,434) (4,371)
New shares 31,056
- -
Net increase/(decrease) in shareholders' funds 30,720
(3,876) (20,534)
Equity shareholders' funds at the beginning of the period 19,530
40,064 40,064
Equity shareholders' funds at the end of the period 50,250
36,188 19,530
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
#'000 #'000 #'000
#'000 #'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
30 June 2002 538 255 93
- 886
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
1 PRINCIPAL ACTIVITIES (continued)
Analysis by geographical area of operation UK Europe
Total
#'000
#'000 #'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 2002 30 June
2001 31 Dec 2001
#'000
#'000 #'000
Amortisation of goodwill -
287 10,227
Adjustment to shipping and property accruals -
(364) (364)
Director's termination payment 177
- -
Earn out provision not required (308)
- -
Set up costs of European recovery operation 62
- -
2 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.
3 EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the consolidated
profit/(loss) after taxation of #412,000 (2001: 30 June #625,000, 31 December #
(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 #412,000 (2001: 30
June #625,000, 31 December #(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).
4 NET ASSET VALUE PER SHARE
The calculation of net asset value per share is based on the total of equity
shareholders' funds of #50,250,000 (2001: 30 June #36,188,000, 31 December
#19,530,000) 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
Year ended
30 June 2002 30
June 2001 31 Dec 2001
#'000
#'000 #'000
Operating profit/(loss) 886
2,182 (12,642)
Amortisation and impairment of goodwill (308)
287 10,227
Depreciation and amortisation of other fixed assets 4,290
4,477 9,760
Profit/(loss) on disposal of fixed assets (218)
2 42
Working capital movements (318)
(73) 2,468
Other non cash movements 54
(147) (142)
Net cash inflow from operating activities 4,386
6,728 9,713
6 RECONCILIATION OF NET CASH INFLOW/(OUTFLOW) TO MOVEMENT IN NET DEBT
Restated Year ended
30 June 2002 30
June 2001 31 Dec 2001
#'000
#'000 #'000
Increase/(decrease) in cash for the period 16,006
2,948 (2,106)
Cash outflow from decrease in debt and leasing financing 14,323
2,906 6,699
Change in net debt resulting from cash flows 30,329
5,854 4,593
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 period 30,265
5,420 4,207
Net debt at the beginning of the period (40,749)
(44,956) (44,956)
Net debt at the end of the period (10,484)
(39,536) (40,749)
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%
7 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 #299,000.
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 #242,000. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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