RNS Number:8776U
Jarvis PLC
30 November 2005
Jarvis plc
Unaudited Interim results for the half-year ended 30th September 2005
Summary
* Financial restructure completed with net debt at #6.2m
(2004: #241.9m)
* Operating profit* of #6.2m (2004: loss of #45.7m), in line with
expectations
* Headline loss caused solely by non-cash costs relating to restructuring
* Operating margin of 5.4% in line with projections for next year
* Solid margins in Rail and Plant, but slower turnaround in Roads
* Turnover down to #204.0m (2004: #302.8m) largely as a result of exit from
Construction and most Highways Maintenance and delays to rail projects
* Construction projects near completion and an improved understanding of
the Facilities Management business
* Before non recurring items
Commenting on the announcement, Steve Norris, Chairman, said:
"We have witnessed over the last 12 months a rare combination of a complicated
financial restructuring and a major operational turnaround at the same time.
I am particularly pleased to report a return to operating profit. The Rail and
Plant business has delivered to its leading customer significant improvements in
safety, productivity, timescales and costs. The Roads business has recovered to
break even before allocation of central costs and the Board is confident that we
shall see a return to profit in the relatively short term."
For further information, please contact:
Merlin PR 020 7653 6620
Paul Downes 07900 244888
Bridget Fury 07941 085506
Chairman's Statement
This statement reflects a number of welcome firsts. It is the first since the
successful completion of the financial restructuring in September of this year,
the first which we report under the new International Financial Reporting
Standards and the first time for two years that we report operating profits. It
is certainly the first time, since my appointment as Chairman two years ago,
that I can confidently say that the performance of our core business has been in
line with our forecasts and that it provides the basis for a viable business
model for the future.
The critical message from the period is shown in the operating profit line. The
core business delivered a profit of #8.6m before non-recurring costs, compared
with a loss of #26.0m for the same period last year and a loss of #58.8m for the
full year to March 2005. This profit is in line with the expectations of the
Board and is consistent with comments in the Prospectus which accompanied the
recent Placing and Open Offer; indeed the margin of 5.4% is already in line with
the projections for the 2006/07 year. That the Company is starting to trade in
line with management expectations and deliver what our shareholders were given
to understand they could expect is a true sign of the changes and improvements
to the management of the business that have been achieved over the last year.
This considerable turn around in operating performance highlights the true
potential of the Group's core business.
The income statement for the period under review reflects the interest burden
carried by the Group prior to the completion of the debt for equity exchange at
the end of September, together with the exceptional costs relating to the
restructuring. These exceptional costs include the required accounting
treatment of the surrender of the long term liability for the lease of the
Smithfield property, which had originally been earmarked as the Group head
office. The impact of these accounting entries, the vast majority of which are
non-cash items, is to turn the operating profit into a loss before taxation of
#60.9m (2004: loss #283.4m).
The achievements of this half year are a tribute to a magnificent team effort by
all involved in Jarvis, executives, non-executives and advisers alike. It has
been a period of extraordinary activity, resulting in a rare combination of an
exceedingly complicated financial restructuring and a major operational
turnaround at the same time. The principal elements of the restructuring were:
* The disposal of the European Roads business which I anticipated in my
statement this time last year
* The arrangement of short-term loan facilities of #31.4m, subsequently
repaid in the restructuring
* Most importantly, at the end of May 2005, the agreement of outline terms
for the debt-for-equity exchange and underwritten #50m placing and open
offer
* The finalisation of that exchange in August 2005 in an amount of #378m
which now included, to the great benefit of the Company, the termination
of certain long term liabilities, including those on the Smithfield lease
* The establishment of a new medium-term working capital facility of #38.5m
which enabled the Group to confirm it would have sufficient working
capital for 12 months following completion of the restructuring
In addition to the disposal of the European Roads business, other disposals
included the sales of our Techspan roads signage business and of our facilities
management operation which supported the former University Accommodation
business.
Following interest from a third party, we entered into negotiations for the
disposal of the Jarvis Highways Maintenance business which comprised our joint
venture with Accord in motorway maintenance and our Herefordshire Jarvis bundled
services contract. Subsequent negotiations did not however allow us to realise
the value which the Board placed on the business and the Board therefore
resolved to retain those two contracts. Herefordshire Jarvis Services has
already turned round into profit and the Board is confident it can make a
positive contribution to the Group in the future.
The overall impact of the disposals, the debt for equity swap and the subsequent
placing and open offer has been to reduce significantly the overall level of
debt. At the time of the publication of the prospectus for the open offer it was
envisaged that the level of net debt at the half year would be less than #20m. I
am pleased to be able to confirm that net debt at the period end was in fact
#6.2m compared with #241.9m at the equivalent date last year and #303.8m at the
last year end. As noted in the recent Prospectus, the level of debt will
increase for approximately another nine months as the legacy issues are dealt
with, but the Group expects to be cash positive from approximately the middle of
the next financial year.
Jarvis people
None of this could have been achieved without the enormous commitment of
colleagues at every level within the business. Their loyalty and support has
been invaluable and it is a very great pleasure for me to be able to take this
opportunity to thank every one of them. Thanks to them and the support of our
investors, advisers, suppliers and customers I can point to a much brighter
future for Jarvis plc than might have been contemplated only a year ago.
Financial results
This year is the first in which the company will report under the new
International Financial Reporting Standards. In common with many other
companies, the major impact of this transition is on the reporting of pension
costs under IAS19. The impact is both on the income statement, where pension
costs are now accounted for on a current service cost basis, and on the balance
sheet where scheme surpluses and deficits are treated as non-current assets and
liabilities and the previous SSAP 24 pension asset is removed. The downside of
this to the group balance sheet has been a reduction of #30.4m in net assets as
at September 2005 as compared with the balance sheet under UK GAAP.
Group revenue in the first half reduced to #204.0m (2004: #299.0m) mainly as a
result of the wind-down in construction activities and lower turnover in the
core business. The operating profit improved to #5.5m (2004: loss #276.2m).
After the impact of restructuring costs of #61.9m, and other interest costs of
#4.6m, the loss before taxation is #60.9m (2004: loss #283.4m). In the absence
of taxation and with the benefit of post-tax profit from discontinued
operations, the loss for the year is #59.6m (2004: loss #280m).
The loss per ordinary share for the continuing operations is 44.8p (2004: loss
196.2p).
Balance sheet and cash flow
Reported net debt at the end of the period of #6.2m (2004:#241.9m) reflects not
only the impact of the debt for equity exchange but also a significant
improvement in the net cash flow of the company during the period. This has been
achieved alongside a significant reduction in the level of trade creditors. The
operating cash outflow of #24m in the period (2004: outflow #95.3m) is largely
attributable to the clean-up of legacy issues.
Dividend
As previously advised, it is not appropriate for the Company to pay a dividend
in respect of the period.
Operating performance
The Rail and Plant business has shown a strong recovery over the equivalent
period and is reporting a profit of #14.0m (2004: loss #7.8m). This has been
achieved on turnover of #128.1m (2004: #157.7m), the reduction being caused by
the anticipated decline in West Coast volume and the cessation of contract work
for Thameslink. The move into profit reflects improved operating performance and
the avoidance of write-offs on work undertaken previously. Our track renewals
delivery performance has resulted in additional work, particularly on the West
Coast mainline route. The plant business has recovered from the setback early in
the year of the loss of the national small plant tender for Network Rail by
developing alternative sources of revenue from its small plant assets, and is
diversifying by strengthening its lighting operations and improving returns with
better controls on asset utilisation.
The numbers alone do not tell the full story of the dramatic turnaround in the
fortunes and standing of the Rail and Plant business. Two years ago we were in
grave danger of losing our position in track renewal; now we have a standing
with Network Rail which is at least equal to that of any competitor. New
processes, including AccutrackTM, have delivered significant improvements in
safety, productivity and reductions in timescales and costs. For the first
time, we have handed back sites at the end of a weekend, at normal line speed
and with zero defects. It has been an extraordinary transformation.
The Roads business is reporting a small loss of #2.5m (2004: loss #14.4m) on a
reduced turnover of #37.6m (2004: #43.5m). The lower turnover reflects the exit
from nearly all highways maintenance business. The division is now focused on
the Prismo safety products business and the Herefordshire Jarvis Services
contract.
Whilst the Roads division turnaround is lagging behind that of Rail and Plant,
there are some encouraging signs. The division's results improved to break-even
before the allocation of its share of central costs. Significant management
changes have now been made to this business and the cost base continues to be
addressed. I am confident that this and other measures will ensure that this
business returns to profit in the relatively short term.
The core business in total has not only been profitable but has also been
modestly cash generative after allowing for legacy issues and a one-off
reduction in creditor balances in the first quarter.
In the non core business, turnover of the Accommodation Services division has
reduced to #45.2m (2004: #115.9m) with an operating loss before non-recurring
costs of #2.4m (2004: loss #23.5m). Progress on outstanding construction
contracts undertaken by the business as part of its former PFI programme is
generally good. Of the 14 contracts which were the subject of the Settlement
Deeds in January 2005, it is hoped that by the year end the Group will still be
involved in only one. We are also making progress with snagging on some of the
older contracts which were not covered by the Settlement Deeds, but it is
unlikely that work on these will be finished until the 2006 summer holidays. On
the Facilities Management side, we have transferred to UPP the business which
serviced our former University Accommodation operations and sold three other
contracts, leaving about 30 to be resolved. The remaining FM business is being
reorganised to bring clarity to its operational structures and business model
and to deliver the exit from this business that has previously been flagged. The
Board believes that, taken in the round, the provisions established at 31 March
2005 for the Accommodation Services division remain appropriate and this is
reflected in the break-even position before central costs reported for
Accommodation Services in this period.
Central costs
The results demonstrate a significant benefit from the reduction of overheads
achieved over the last twelve months. The cost base is kept under continual
review and it is now clear that there are opportunities for further savings.
Board changes
The Group has been very fortunate to recruit Richard Entwistle as Chief
Operating Officer to replace Andrew Lezala who departed in June to take on the
role of Chief Executive of Metronet. Richard brings with him considerable road
and rail expertise developed with both Balfour Beatty and Amey. Having joined in
September he is already making a significant contribution to the management of
the business. The Board wishes to express its thanks and good wishes to Andrew
Lezala in his future career.
As stated in the prospectus, it is unlikely that Alan Lovell and Alasdair
Marnoch will remain with the Group for long once its headquarters moves to York
in the first half of 2006. The process to find a replacement Finance Director
has commenced.
Corporate Governance
In the Interim Statement for the same period last year I reported that the Board
had established a Corporate Governance committee to address certain shortcomings
in internal control that had been identified. A year on I am pleased to report
that this committee has championed significant improvements to the Group's
processes and internal controls. In particular improvements to the "procure to
pay" process will deliver benefits for suppliers and customers alike. Improved
management information has enabled the board to make better informed decisions
and has helped them to convince our lenders to become shareholders in the
business. There remains work to be done but it is clear that this can only
further improve the performance of the business.
Health and Safety and Environment
Safety remains, as it has always been, our paramount concern in all our
operations. We have continued with the accreditation of our work in this area.
We are set a challenging target in the rail business by our major customer and
are determined to achieve and to better this goal; indeed we performed better
than this target in the first half of the year.
We continuously measure and investigate our incident rates and have extended
reporting to tracking near misses to better understand the possible causes of
workplace injuries.
Conclusion
Having survived what has been unquestionably the most difficult period in the
company's history and successfully completed one of the most complex and
challenging restructurings seen on the London stock market, the Company is now
returning to normality. The task of strengthening and rebuilding the balance
sheet has substantially been completed. While more needs to be done we must
now focus on improving the profitability of our operations. The signs so far
are encouraging. We are managing our costs more effectively, controlling our
operating margins and achieving our cash targets. The underlying trends are
certainly positive and point towards a strong future for the business.
Steven Norris
Chairman
30 November 2005
INDEPENDENT REVIEW REPORT TO JARVIS PLC
Introduction
We have been instructed by the company to review the financial information for
the six months ended 30 September 2005 set out on the following pages. 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 guidance contained in Bulletin 1999/4 'Review of interim
financial information' issued by the Auditing Practices Board. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company, for our 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.
As disclosed in note 1, the next annual financial statements of the group will
be prepared in accordance with those IFRSs adopted for use by the European
Union. This interim report has been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting" and the requirements of
IFRS 1 "First Time Adoption of International Financial Reporting Standards"
relevant to interim reports.
The accounting policies are consistent with those that the Directors intend to
use in the next annual financial statements. There is, however, a possibility
that the Directors may determine that some changes to these policies are
necessary when preparing the full annual financial statements for the first time
in accordance with those IFRSs adopted for use in the European Union. The IFRS
standards and IFRIC interpretations that will be applicable and adopted for use
in the European Union at 31 March 2006 are not known with certainty at the time
of preparing the interim financial information.
Review work performed
Except as discussed in the following paragraph, 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.
We were not appointed auditors until 31 May 2005 and did not report on the
financial information as presented for the period ended 30 September 2004.
Furthermore, the business has undergone significant changes since September
2004. For these reasons we have not reviewed the 30 September 2004 comparatives
as would be required for a full review in accordance with Bulletin 1999/4.
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 disclosed accounting
policies 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
and therefore provides a lower level of assurance. Accordingly we do not
express an audit opinion on the financial information.
Review conclusion
For the reasons stated above, we are unable to determine whether adjustments to
the comparative financial information, for the period to 30 September 2004,
might be necessary.
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 September 2005.
RSM Robson Rhodes LLP
Chartered Accountants
Leeds, England
30 November 2005
Group income statement 6 months to 6 months to Year to
For the half year ended 30 September 30 30 September 31 March
2005 September 2004 2005
2005 unaudited unaudited
unaudited (restated) (restated)
Notes #m #m #m
----------------------------------- ------- --------- ---------- ---------
Revenue 4 204.0 299.0 509.7
Cost of sales (169.9) (303.0) (491.2)
----------------------------------- ------- --------- ---------- ---------
Gross profit/(loss) 34.1 (4.0) 18.5
Administration expenses (27.9) (45.5) (93.5)
----------------------------------- ------- --------- ---------- ---------
Operating profit/(loss) before 6.2 (49.5) (75.0)
non-recurring costs
Non-recurring costs 6 (0.7) (226.7) (288.2)
----------------------------------- ------- --------- ---------- ---------
Operating profit/(loss) 5.5 (276.2) (363.2)
Finance costs 7 (66.5) (7.3) (27.7)
Share of post tax profits from joint 0.1 0.1 0.2
ventures and associates
----------------------------------- ------- --------- ---------- ---------
Loss before taxation (60.9) (283.4) (390.7)
Tax on loss 8 - 2.3 2.6
----------------------------------- ------- --------- ---------- ---------
Loss for the period from continuing (60.9) (281.1) (388.1)
operations
Post-tax profit from discontinued 9 1.3 1.1 56.3
operations
----------------------------------- ------- --------- ---------- ---------
Loss for the period (59.6) (280.0) (331.8)
----------------------------------- ------- --------- ---------- ---------
Attributable to:
Equity holders of the company (59.6) (279.7) (331.5)
Minority interests - (0.3) (0.3)
----------------------------------- ------- --------- ---------- ---------
(59.6) (280.0) (331.8)
----------------------------------- ------- --------- ---------- ---------
(Loss) / earnings per ordinary share
Basic and Diluted
Continuing (44.8)p (196.2)p (270.2)p
Discontinued 1.0p 0.7p 39.2p
----------------------------------- ------- --------- ---------- ---------
Total 10 (43.8)p (195.5)p (231.0)p
----------------------------------- ------- --------- ---------- ---------
Notes 1 to 14 form part of these financial statements
Consolidated balance sheet 30 September 30 September 31 March
At 30 September 2005 2005 2004 2005
unaudited unaudited unaudited
(restated) (restated)
Notes #m #m #m
----------------------------------- ------- --------- ---------- ---------
Non-current assets
Property, plant and equipment 27.5 36.2 28.4
Intangible assets - 0.2 -
Goodwill 0.7 0.8 0.8
Interests in associates 2.3 4.1 2.3
Interests in joint ventures 0.8 0.2 1.2
Other investments - 1.0 -
Deferred tax assets 1.2 5.6 0.7
Retirement benefit asset 5 9.3 - 5.0
----------------------------------- ------- --------- ---------- ---------
41.8 48.1 38.4
----------------------------------- ------- --------- ---------- ---------
Current assets
Stocks and work in progress 9.3 13.6 8.2
Debtor related to PFI/PPP non-recourse - 10.9 11.0
financing agreement
Trade and other receivables 113.1 129.1 139.2
Tax assets - 1.7 -
Cash and cash equivalents 23.8 56.4 10.8
----------------------------------- ------- --------- ---------- ---------
146.2 211.7 169.2
----------------------------------- ------- --------- ---------- ---------
Assets held for sale 0.4 118.9 33.3
----------------------------------- ------- --------- ---------- ---------
Total assets 188.4 378.7 240.9
----------------------------------- ------- --------- ---------- ---------
Current liabilities
Trade and other payables 169.8 313.6 235.0
PFI/PPP non-recourse term loan - 0.9 0.9
Tax liabilities 0.1 - 0.1
Obligations under finance leases 0.7 0.9 1.1
Bank loans and overdrafts 23.4 281.1 303.7
Provisions 6.9 25.2 25.1
----------------------------------- ------- --------- ---------- ---------
200.9 621.7 565.9
----------------------------------- ------- --------- ---------- ---------
Non-current liabilities
Bank loans 3.6 7.3 5.3
PFI/PPP non-recourse term loan - 9.9 9.9
Retirement benefit obligation 5 23.0 23.2 20.8
Obligations under finance leases 2.6 3.4 2.9
Provisions 5.0 10.4 32.7
Deferred consideration for acquisition - 0.3 -
----------------------------------- ------- --------- ---------- ---------
34.2 54.5 71.6
----------------------------------- ------- --------- ---------- ---------
Liabilities associated with assets 0.3 70.3 16.1
held for sale
----------------------------------- ------- --------- ---------- ---------
Total liabilities 235.4 746.5 653.6
----------------------------------- ------- --------- ---------- ---------
Net liabilities (47.0) (367.8) (412.7)
=================================== ======= ========= ========== =========
EQUITY
Capital and reserves
Share capital 7.6 7.2 7.2
Share premium account 556.4 142.3 142.3
Revaluation reserve 2.8 11.2 3.0
Capital redemption reserve 7.2 - -
Merger reserve 89.7 89.7 89.7
Hedging and translation reserve 0.1 0.5 0.4
Accumulated losses (710.8) (619.5) (655.3)
Minority interests - 0.8 -
----------------------------------- ------- --------- ---------- ---------
Equity shareholders' deficit (47.0) (367.8) (412.7)
=================================== ======= ========= ========== =========
Consolidated cash flow statement 6 months to 6 months to Year to
For the half year ended 30 September 30 September 30 September 31 March
2005 2005 2004 2005
unaudited unaudited unaudited
(restated) (restated)
Notes #m #m #m
---------------------------------------- ------- --------- --------- ---------
Operating activities
Cash outflows generated from 12.1 (24.0) (95.3) (174.1)
operations
Restructuring and redundancy costs (15.6) (14.8) (45.1)
paid
Income taxes (paid) / received (0.7) 8.0 17.0
Net interest costs paid (5.4) (6.1) (9.5)
---------------------------------------- ------- --------- --------- ---------
Net cash outflow from operating (45.7) (108.2) (211.7)
activities
---------------------------------------- ------- --------- --------- ---------
The above includes cashflows from (1.4) (16.0) (1.3)
discontinued operations of
Investing activities
Dividends received from joint ventures 0.7 7.6 7.6
Purchase of property, plant and (2.4) (4.2) (6.5)
equipment
Investments in and loans repaid by joint - 0.3 1.0
ventures and associates
Disposal of businesses, net of cash and 19.1 12.6 81.9
cash equivalents disposed
Disposal of property, plant and 0.8 2.5 28.5
equipment
Disposal of investments - - 0.7
---------------------------------------- ------- --------- --------- ---------
Net cash inflow from investing 18.2 18.8 113.2
activities
---------------------------------------- ------- --------- --------- ---------
The above includes cashflows from (0.3) 6.7 6.2
discontinued operations of
Financing activities
Proceeds from issue of ordinary shares 43.7 - -
Equity dividends paid - (6.6) (6.7)
Finance lease principal repayments (0.8) (0.7) (0.8)
(Decrease) / increase in debt (1.5) 66.0 42.6
---------------------------------------- ------- --------- --------- ---------
Net cash inflow from financing 41.4 58.7 35.1
activities
---------------------------------------- ------- --------- --------- ---------
The above includes cashflows from - 2.4 (0.1)
discontinued operations of
---------------------------------------- ------- --------- --------- ---------
Net cash increase / (decrease) in cash 13.9 (30.7) (63.4)
and cash equivalents*
---------------------------------------- ------- --------- --------- ---------
Opening cash and cash equivalents 8.7 72.1 72.1
---------------------------------------- ------- --------- --------- ---------
Closing cash and cash equivalents 22.6 41.4 8.7
======================================== ======= ========= ========= =========
Cash and cash equivalents comprise:
Cash and cash equivalents
Unrestricted cash 21.1 3.4 1.5
Restricted use cash** 2.7 53.0 9.3
---------------------------------------- ------- --------- --------- ---------
23.8 56.4 10.8
Net cash / (overdraft) held by disposal 0.3 (2.3) (0.2)
groups held for resale
Overdrafts (1.5) (12.7) (1.9)
---------------------------------------- ------- --------- --------- ---------
Total cash and cash equivalents 22.6 41.4 8.7
======================================== ======= ========= ========= =========
Reconciliation of net cash flow to
movement in net debt
Net increase / (decrease) in cash and 13.9 (30.7) (63.4)
cash equivalents
Decease / (increase) in debt 1.5 (66.0) (42.6)
Increase in loans due to deferred - - (52.7)
interest and debt assumed in relation to
construction funding arrangements
Debt for equity transaction, opening 280.1 - -
balance sheet debt settled
Reduction in finance leases as a result 1.3 - -
of disposals
Decrease in finance leases 0.8 0.7 0.8
---------------------------------------- ------- --------- --------- ---------
Decrease/ (increase) in net debt in the 297.6 (96.0) (157.9)
period
---------------------------------------- ------- --------- --------- ---------
Opening net debt (303.8) (145.9) (145.9)
---------------------------------------- ------- --------- --------- ---------
Closing net debt 12.2 (6.2) (241.9) (303.8)
======================================== ======= ========= ========= =========
* The decrease in cash and cash equivalents of #30.7m for the six months ended
30 September 2004 and the decrease of #63.4m for the year ended 31 March 2005,
differ from the decrease in cash of #41.5m and #30.5m respectively previously
reported on a UK GAAP basis. This is because the bank accounts with restricted
use have been included within cash and cash equivalents under IFRS but were
excluded under UK GAAP.
** Cash at bank includes amounts where the use is restricted to certain
contracts in accordance with defined benefit obligations.
Consolidated statement of changes in shareholders' equity (unaudited)
For the half year ended 30 September 2005
Attributable to equity holders of the group
Share Share Capital Merger Hedging & Accumu- Minority Total
Capital Premium Revaluation Redemption Reserve Translation lated Interests Equity
#m #m Reserve Reserve #m Reserve Losses #m #m
#m #m #m #m
Balance at 1 7.1 141.9 12.7 - 89.7 - (339.8) 2.2 (86.2)
April 2004
as restated
under IFRS
New shares 0.1 0.4 - - - - - - 0.5
Unrealised - - (1.5) - - - - - (1.5)
loss on
revaluation
of
properties
Currency - - - - - 0.5 - - 0.5
translation
adjustments
Loss for the - - - - - - (279.7) (0.3) (280.0)
period
Disposal of - - - - - - - (1.1) (1.1)
subsidiaries
with
minority
interest
-------------- ------ ------- --------- ------- -------- ------- ------ -------- -------
Balance at 7.2 142.3 11.2 - 89.7 0.5 (619.5) 0.8 (367.8)
30 September
2004
Reversal of - - 1.5 - - - - - 1.5
unrealised
loss on
properties
Disposal of - - (9.6) - - - 9.6 - -
revalued
properties
Other - - (0.1) - - - - - (0.1)
revaluation
movement
Currency - - - - - (0.1) - - (0.1)
translation
adjustments
Actuarial - - - - - - 7.9 - 7.9
gain on
defined
benefit
schemes
Deferred tax - - - - - - (1.5) - (1.5)
charge
recognised
on actuarial
gain on
defined
benefit
scheme
Loss for the - - - - - - (51.8) - (518)
period
Disposal of - - - - - - - (0.8) (0.8)
subsidiaries
with
minority
interest
-------------- ------ ------- --------- ------- -------- ------- ------ -------- -------
Balance at 7.2 142.3 3.0 - 89.7 0.4 (655.3) - (412.7)
31 March
2005
Adoption of - - - - - - 1.5 - 1.5
IAS 32 and
IAS 39
-------------- ------ ------- --------- ------- -------- ------- ------ -------- -------
Balance 1 7.2 142.3 3.0 - 89.7 0.4 (653.8) - (411.2)
April 2005
Debt for 0.4 377.6 - - - - - - 378.0
equity
Share 7.2 36.5 - - - - - - 43.7
placing and
open offer
Share (7.2) - - 7.2 - - - - -
cancellation
Disposal of - - (0.2) - - - 0.2 - -
revalued
properties
Currency - - - - - (0.3) - - (0.3)
translation
adjustments
recognised
on disposal
of European
Roads
Actuarial - - - - - - 2.4 - 2.4
gains on
defined
benefit
schemes
Loss for the - - - - - - (59.6) - (59.6)
period
-------------- ------ ------- --------- ------- -------- ------- ------ -------- -------
Balance at 7.6 556.4 2.8 7.2 89.7 0.1 (710.8) - (47.0)
30 September
2005
============== ====== ======= ========= ======= ======== ======= ====== ======== =======
Notes to the consolidated financial statements (unaudited)
For the half year ended 30 September 2005
1 Summary of significant accounting policies
Basis of preparation
The Group's consolidated financial statements were prepared in accordance with
UK GAAP until 31 March 2005. From 1 April 2005 the Group will prepare its
consolidated financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted for use in the EU. The comparative figures
in respect of prior periods have been restated to reflect these GAAP
differences, except as described in Note 3.
The Group's results for the half year ended 30 September 2005 are the first
results to be reported under IFRS and the results to 31 March 2006 will be the
first full year to be reported under IFRS. The Group's date of transition to
IFRS is 1 April 2004 and the adoption date is 1 April 2005.
The full year figures for the year ended 31 March 2005 do not constitute
statutory accounts for the purposes of Section 240 of the Companies Act 1985. A
copy of the statutory accounts for that year under UK GAAP has been filed with
the Registrar of Companies. The report of the auditors on those accounts was
modified due to uncertainties over going concern and did not contain any
statement under Section 237 of the Companies Act 1985.
The policies set out below have been consistently applied to all the years
presented except for those relating to the classification and measurement of
financial instruments. The Group has made use of the exemption available under
IFRS 1 to apply IAS 32 and IAS 39 only from 1 April 2005. The policies applied
to financial instruments for both years are detailed in Note 3.
These interim financial statements have been prepared in accordance with IAS 34,
Interim Financial Reporting, and are covered by IFRS 1, First-time Adoption of
IFRS, because they are part of the period covered by the Group's first IFRS
financial statements for the year ended 31 March 2006. These interim financial
statements have been prepared in accordance with those IFRS standards and
International Financial Reporting Interpretation Committee (IFRIC)
interpretations issued and effective at the time of preparing these statements.
The IFRS standards and IFRIC interpretations that will be applicable at 31 March
2006, including those that will be applicable on an optional basis, are not
known with certainty at the time of preparing these interim financial
statements.
Reconciliations and descriptions of the effect of the transition from UK GAAP to
IFRS on the Group's equity and its net income are provided in Note 14.
These consolidated interim financial statements have been prepared under the
historical cost convention, as modified by the revaluation of available-for-sale
financial assets and derivative instruments at fair value through profit or
loss. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the consolidated interim
financial statements, are disclosed in Note 2.
Consolidation
a) Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the
financial and operating policies. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group, generally where there is a
shareholding of more than one half of the voting rights, and deconsolidated from
the date on which control ceases.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured at the fair
value of the consideration plus costs directly attributable to the acquisition.
The assets and liabilities acquired are measured at their fair values at the
date of acquisition. The excess of the cost of acquisition over the fair value
of the Group's share of the identifiable net assets acquired is recorded as
goodwill.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset
transferred. Subsidiaries' accounting policies have been changed where necessary
to ensure consistency with policies adopted by the Group.
b) Associates and joint ventures
An associate is an entity in which the Group holds a long term interest and over
whose financial and operating policies the Group exercises significant influence
but not control. A joint venture is an entity in which the Group has a long term
interest and shares control under a contractual arrangement.
Investments in associates and joint ventures are accounted for using the equity
method of accounting and are initially recognised at cost. The Group's share of
post acquisition profits or losses is recognised in the income statement. The
cumulative post acquisition movements are adjusted against the carrying amount
of the investment. When the Group's shares of losses in an associate or joint
venture exceeds its interests in the investment, the Group does not recognise
further losses, unless it has incurred obligations or made payments on its
behalf.
Segmental reporting
A business segment is a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different
from those of other business segments. The Group is organised into two main
business streams, Infrastructure Services and Accommodation Services.
Infrastructure Services is organised into two businesses comprising Rail & Plant
and Roads. Accommodation Services comprises facilities and construction
management. These businesses, Rail & Plant, Roads and Accommodation Services are
the basis on which the Group reports its primary segmental information.
Foreign currencies
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The consolidated financial
statements are presented in sterling, which is the Group's functional and
presentational currency.
Transactions in foreign currencies are recorded at the rate prevailing at the
date of the transaction.
The income statements of overseas subsidiaries are translated into sterling at
average rates of exchange for the year. Assets and liabilities are translated
into sterling at the closing rate of exchange. The difference arising from the
retranslation at the closing rate of the opening net assets and the retained net
income is taken directly to reserves as a separate component of Equity.
Property, plant and equipment
Property, plant and equipment is stated at cost to the Group, being its purchase
cost together with any incidental expenses of acquisition, less subsequent
depreciation and impairment. Subsequent costs are included in the asset's
carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. Repairs and
maintenance are charged to the income statement during the financial period in
which they are incurred.
Depreciation on assets is calculated using the straight line method to allocate
the cost of each asset to its residual value over its estimated useful life as
follows:
Leasehold land and Over the period of the
buildings lease
Leasehold improvements 5 - 20% or period of the
lease if shorter
Plant and machinery 6 2/3 - 33 1/3%
Fixture and fittings 10 - 25%
Office equipment 25 - 50%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each balance sheet date. The carrying value of property, plant
and equipment is reviewed for impairment when events or circumstances indicate
that it may not be recoverable. Any impairment is charged to the income
statement immediately. Gains and losses on disposals are determined by comparing
proceeds with the carrying amount and are included in the income statement.
Non-current assets held for resale
Non-current assets are classified as held for resale if their carrying amount
will be recovered through a sale transaction rather than through continuing use.
This condition is only met when the sale is highly probable and the asset is
available for immediate sale in its present condition. The group must be
committed to the sale, which should be expected to occur within one year from
the date of classification.
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value
of the Group's share of the net identifiable assets of the acquired subsidiary,
associate or joint venture at the date of acquisition. Goodwill on acquisitions
of subsidiaries is included in intangible assets. Goodwill on acquisitions of
associates and joint ventures is included in their investment carrying value.
Goodwill is tested annually for impairment and carried at cost less accumulated
impairment losses. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
Taxation
a) Current taxation
The charge for current taxation is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible in
other years and it further excludes items that are never taxable or deductible.
The Group's liability for current tax is calculated using tax rates and laws
that have been enacted or substantively enacted by the balance sheet date.
b) Deferred taxation
Deferred taxation is provided in full, using the balance sheet liability method,
on temporary differences arising between the carrying amounts of assets and
liabilities used for financial reporting purposes and the amounts used for
taxation purposes. Deferred taxation is not accounted for if it arises from
initial recognition of an asset or liability in a transaction, other than a
business combination, that at the time affects neither accounting nor taxable
profit or loss. Deferred taxation is determined using tax rates and laws that
have been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable future
taxable profit will be available against which the temporary differences can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Deferred taxation is provided on temporary differences arising on investments in
subsidiaries, associates and joint ventures, except where the timing of the
reversal of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the foreseeable
future.
Stock and work in progress
Stock and work in progress is valued at the lower of cost and net realisable
value.
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently at
amortised cost, less provision for impairment. A provision for impairment is
established when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the receivables. The
amount of the provision is the difference between the asset's carrying amount
and the present value of the estimated future cashflows discounted at the
effective interest rate. The amount of the provision is recognised in the income
statement.
Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at nominal value. For
the purposes of the cash flow statement, cash and cash equivalents comprise cash
at bank and in hand, including bank deposits with original maturities of three
months or less. Bank overdrafts are also included as they are an integral part
of the Group's cash management. Cash at bank includes amounts where the use is
restricted to certain contracts in accordance with defined contractual
obligations.
Provisions
Provisions for restructuring costs and onerous leases are recognised when; the
Group has a present legal or constructive obligation as a result of a past
event; it is more likely than not that an outflow of resources will be required
to settle the obligation, and the amount has been reliably estimated.
Restructuring provisions comprise employees' termination payments and financial
restructuring legal and advisor fees. Provisions are not recognised for future
operating losses.
Long term provisions are measured at the present value of management's best
estimate of the expenditure required to settle the present obligation at the
balance sheet date.
Derivative financial instruments
The Group uses forward foreign currency contracts to reduce its exposure to
movements in foreign exchange rates and interest rate swaps to adjust interest
rate exposures.
Derivatives comprising interest rate swaps and foreign exchange contracts are
used to hedge exposure to foreign exchange and interest rate risks arising from
operational, financing and investing activities. Subsequent to initial
recognition they are stated at fair value. When derivatives are used to hedge a
financial instrument, recognition of any gain or loss is recognised in the
Statement of Recognised Income and Expense (SORIE) as a separate component of
reserves. Derivatives that do not qualify for hedge accounting are treated as
trading instruments and changes in fair value are taken to the income statement
Leases
Leases of plant and equipment where the Group has substantially all the risks
and rewards of ownership are classified as finance leases. Finance leases are
capitalised at the lease's inception at the lower of the fair value of the plant
and equipment's fair value and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as
to achieve a constant rate on the finance balance outstanding. The corresponding
rental obligations, net of finance charges, are included in other long term
payables. The interest element of the finance cost is charged to the income
statement over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period. Plant and
equipment acquired under finance leases is depreciated over the shorter of the
asset's useful life and the lease term.
Leases where the Group does not retain substantially all the risks and rewards
of ownership are classified as operating leases. Payments made under operating
leases are charged to the income statement on a straight-line basis over the
period of the lease.
Notes to the consolidated financial statements (unaudited)
For the half year ended 30 September 2005
Employee benefits
(a) Share based payments
The Group issues equity settled share based payments to certain employees. The
fair value, determined at the date of the grant, is expensed on a straight-line
basis over the vesting period, based on the Group's estimate of shares that will
eventually vest. The proceeds received, net of any directly attributable
transaction costs, are credited to share capital and share premium when the
options are exercised.
(b) Pension obligations
The Group contributes to defined contribution pension schemes and to personal
pension plans according to the arrangements agreed with employees. Contributions
paid by the Group are charged to the income statement as they become payable in
accordance with the rules of the scheme.
The Group contributes to defined benefit pension schemes according to the
arrangements agreed with employees. The cost of providing benefits is determined
by a professional qualified independent actuary who values the funds every three
years and considers the appropriateness of the rates annually. The income
statement charge is split between the operating costs and other finance income.
Actuarial gains and losses are recognised in full in the period in which they
occur through the SORIE. The asset or liability recognised on the balance sheet
is the fair value of plan assets less the present value of the defined benefit
obligations.
Revenue recognition
Revenue represents the fair value of consideration receivable, excluding value
added tax, for services supplied to external customers. Revenue from facilities
management contracts is recognised by reference to services performed to date.
Revenue from long term contracts is recognised in accordance with the Group's
accounting policy on long-term contracts.
Long-term contracts
When the outcome of a long-term contract can be estimated reliably, contract
revenue is recognised by reference to the degree of completion of each contract,
based on the amounts certified and to be certified by the customer.
Incentive payments and insurance claims arising from long-term contracts are
included where they have been agreed with the client. Variations and other
claims are included where it is probable that the amount will be settled, based
on agreement in principle with the customer. When the outcome of a long-term
contract cannot be estimated reliably, contract revenue is recognised to the
extent of contract costs incurred where it is probable those costs will be
recoverable.
Contract costs are recognised as expenses in the period in which they are
incurred. When it is probable that total contract costs will exceed total
contract revenue, the expected loss is recognised immediately.
Where revenue recognised exceeds progress billings, the balance is shown as due
from customers on long term contracts within trade and other receivables. Where
progress billings exceed costs incurred, the balance is shown as due to
customers on long term contracts within trade and other payables.
On 29 January 2005 Jarvis plc and certain other subsidiaries entered into
agreements with other relevant parties in respect of 14 construction contracts
(being those contracts not past Practical Completion or that had material future
cash outflows associated with them). The purpose of the agreements was to
release the Company from parent company guarantees given under the original
contracts and to limit the Group's liability to additional costs required to
complete the contracts. These agreements specified that the sums required to
complete the contracts be placed into two trusts for each contract. The trusts
are in the name of Jarvis Construction (UK) Limited but the funds standing to
the credit of them are available only for the purposes specified by each trust
and are directly related to funding construction liabilities. The funds are not
available to Jarvis plc and Jarvis Construction (UK) Limited except for these
purposes. The cash in each trust is only made available at the point when
payments are made in accordance with the purposes of the trust. For these
reasons the cash in trusts is recognised within trade and other receivables.
New accounting standards and IFRIC
At the date of signing of this report, certain new accounting standards and
IFRIC interpretations have been published that are mandatory for accounting
periods beginning on or after 1 January 2006. None of these standards affect the
financial statements ending 30 September 2005
2 Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below.
(a) Going concern basis
The directors consider it is appropriate that these financial statements are
prepared on a going concern basis.
Although the Group has incurred substantial trading losses and cash outflows up
to March 2005 it is now trading profitably at the operating level and has
significantly improved its cash flows. Furthermore the successful completion of
the financial restructure on 29 September 2005 combined with the organisational
restructuring and operational improvements means that the directors believe the
Group will be able to trade within its working capital facility for at least the
next twelve months.
(b) Debt for equity exchange
The debt for equity exchange was completed on 31 August 2005, resulting in
#378.0m of obligations to creditors being converted into equity, with #0.4m
share capital and #377.6m of share premium being recognised. The debt for equity
exchange also resulted in #61.9m of finance related costs being charged to the
income statement. Full details are provided in note 11.
(c) Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in
accordance with the accounting policy stated in Note 1. The recoverable amounts
of Cash-Generating Units (CGU) have been determined based on value-in-use
calculations. These calculations require the use of estimates which include cash
flow forecasts for each CGU and discount rates based on the Group's weighted
average cost of capital adjusted for specific risks associated with the CGUs.
(d) Income taxes
Significant judgement is required in determining the provision for income taxes.
There are many transactions and calculations on which the ultimate tax
determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will
impact the income tax and deferred tax provisions in the period in which such
determination is made.
3 Transition to IFRS
3.1 Basis of transition to IFRS
Application of IFRS 1
The Group's financial statements for the year ended 31 March 2006 will be the
first annual financial statements that comply with IFRS. These interim financial
statements have been prepared as described in Note 1.
The Group's transition date is 1 April 2004 and the Group prepared its opening
IFRS balance sheet at that date. The reporting date of these interim
consolidated financial statements is 30 September 2005. The Group's IFRS
adoption date is 1 April 2005. In preparing these interim consolidated financial
statements in accordance with IFRS 1, the Group has applied the mandatory
exceptions and certain of the optional exemptions from full retrospective
application of IFRS.
The Group has elected to adopt IFRS 5 "Non-current assets held for sale and
discontinued operations" retrospectively from 1 April 2005. Accordingly all
activities that meet the criteria for recognition as discontinued are separately
classified in the income statement as post tax profits from discontinued
operations and in the balance sheet as assets and associated liabilities held
for sale.
Exemptions from full retrospective application elected by the Group
The Group has elected to apply the following optional exemptions from full
retrospective application.
(a) Business combinations exemption
The Group has applied the business combinations exemption in IFRS 1. It has not
restated business combinations that took place prior to the 1 April 2004
transition date.
(b) Fair value as deemed cost exemption
The Group has elected to measure certain items of property, plant and equipment
at fair value as at 1 April 2004.
(c) Employee benefits (pensions) exemption
The Group has elected to recognise all cumulative actuarial gains and losses as
at 1 April 2004.
(d) Cumulative translation differences exemption
The Group has elected to set the previously accumulated translation reserve to
zero at 1 April 2004. This exemption has been applied to all foreign
subsidiaries in accordance with IFRS 1.
(e) Exemption from restatement of comparatives for IAS 32 and IAS 39.
The Group elected to apply this exemption. It applies previous UK GAAP rules to
derivatives, financial assets and financial liabilities and to hedging
relationships for the 2004 comparative information. The adjustments required for
IAS 32 and IAS 39 are determined and recognised at 1 April 2005.
(f) Designation of financial assets and financial liabilities exemption
The Group re-classified certain equity investments as available-for-sale at fair
value through profit and loss.
(g) Share-based payment transaction exemption
The Group has elected to apply the share-based payment exemption. It applied
IFRS 2 from 1 April 2004 to those options that were issued after 7 November 2002
but that have not vested by 1 April 2005.
Exceptions from full retrospective application followed by the Group
The Group has applied the following mandatory exceptions from retrospective
application.
(a) Derecognition of financial assets and liabilities exception
Financial assets and liabilities derecognised before 1 April 2004 are not
re-recognised under IFRS. The application of the exemption from restating
comparatives for IAS 32 and IAS 39 means that the Group recognised from 1 April
2005 any financial assets and financial liabilities derecognised since 1 April
2004 that do not meet the IAS 39 derecognition criteria. The Group chose not to
apply the IAS 39 derecognition criteria to an earlier date.
(b) Hedge accounting exception
The Group has claimed hedge accounting from 1 April 2005 only if the hedge
relationship meets all the hedge accounting criteria under IAS 39; any changes
in the fair value of any derivative instrument that do not qualify for hedge
accounting are recognised immediately in the income statement.
(c) Estimates exception
Estimates under IFRS at 1 April 2004 are consistent with estimates made for the
same date under UK GAAP.
3.2 Reconciliations between UK GAAP and IFRS
The following five reconciliations provide details of the impact of the
transition to IFRS:
Reconciliation of Group balance sheet at 1 April 2004 (Note 14.1)
Reconciliation of income statement for the half year ended 30 September 2004
(Note 14.2)
Reconciliation of Group balance sheet at 30 September 2004 (Note 14.3)
Reconciliation of income statement for the year ended 31 March 2005 (Note 14.4)
Reconciliation of Group balance sheet at 31 March 2005 and 1 April 2005 (Note
14.5)
The reconciliation of cashflow to UK GAAP is noted at the foot of the cash flow
statement.
Notes on the consolidated financial statements (unaudited)
For the half year ended 30 September 2005
4 Segmental analysis for continuing business
4.1 For the half year ended 30
September 2005 Infrastructure Services Accommodation Total
------------------------------------
Rail & Roads Centre and Core Services
Plant Eliminations Business
Total
#m #m #m #m #m #m
------ ----- ------- ------- -------- ------
External revenue 122.6 37.6 - 160.2 43.8 204.0
Inter-segment revenue 5.5 - (6.9) (1.4) 1.4 -
------ ----- ------- ------- -------- ------
Revenue 128.1 37.6 (6.9) 158.8 45.2 204.0
------ ----- ------- ------- -------- ------
Operating profit / (loss) before 14.0 (2.5) (2.9) 8.6 (2.4) 6.2
non-recurring costs
Non-recurring costs (0.5) (0.2) - (0.7) - (0.7)
------ ----- ------- ------- -------- ------
Operating profit / (loss) 13.5 (2.7) (2.9) 7.9 (2.4) 5.5
------ ----- ------- ------- -------- ------
Finance costs (66.5)
Share of profits from joint 0.1
ventures and associates ------
Loss before taxation (60.9)
------
4.2 For the half year ended 30 Infrastructure Services Accommodation Total
September 2004 ------------------------------------
Rail & Roads Centre and Core Services
Plant Eliminations Business
Total
#m #m #m #m #m #m
------ ----- ------- ------- -------- ------
External revenue 142.0 43.0 - 185.0 114.0 299.0
Inter-segment revenue 15.7 0.5 (18.1) (1.9) 1.9 -
------ ----- ------- ------- -------- ------
Revenue 157.5 43.5 (18.1) 183.1 115.9 299.0
------ ----- ------- ------- -------- ------
Operating loss before (7.8) (14.4) (3.8) (26.0) (23.5) (49.5)
non-recurring costs
Non-recurring costs (0.7) (65.9) (46.6) (113.2) (113.5) (226.7)
------ ----- ------- ------- -------- ------
Operating loss (8.5) (80.3) (50.4) (139.2) (137.0) (276.2)
------ ----- ------- ------- -------- ------
Finance costs (7.3)
Share of profit from joint 0.1
ventures and associates ------
(283.4)
------
Loss before taxation
4.3 For the year ended 31 March Infrastructure Services Accommodation Total
2005 ------------------------------------
Rail & Roads Centre and Core Services
Plant Eliminations Business
Total
#m #m #m #m #m #m
------ ----- ------- ------- -------- ------
External revenue 267.7 76.8 - 344.5 165.2 509.7
Inter-segment revenue 29.2 0.5 (34.4) (4.7) 4.7 -
------ ----- ------- ------- -------- ------
Revenue 296.9 77.3 (34.4) 339.8 169.9 509.7
------ ----- ------- ------- -------- ------
Operating loss before (20.4) (28.3) (10.1) (58.8) (16.2) (75.0)
non-recurring costs
Non-recurring costs (0.6) (70.6) (79.7) (150.9) (137.3) (288.2)
------ ----- ------- ------- -------- ------
Operating loss (21.0) (98.9) (89.8) (209.7) (153.5) (363.2)
------ ----- ------- ------- -------- ------
Finance costs (27.7)
Share of profits from joint 0.2
ventures and associates
------
Loss before taxation (390.7)
------
5 Retirement benefits: Overview, valuations and accounting under IAS 19
The Group operates a number of retirement benefit arrangements comprising both
defined benefit and defined contribution schemes. The defined benefit schemes
are closed to new entrants. The material schemes are the Railways Pension Scheme
(RPS), of which Jarvis participates in three sections (comprising Jarvis
Facilities, Fastline and Relayfast), the Streamline Pension Fund and the
Streamline LG Pension Fund. The latest actuarial valuations available for the
Streamline schemes were 5 April 2004. The triennial actuarial valuation for the
RPS as at 31 December 2004 is not yet finalised, however a draft for
consultation purposes has been issued. These actuarial valuations have been
updated for IAS 19 purposes by independent actuaries, using the projected unit
credit method, to estimate the defined benefit obligation as at the balance
sheet dates. The final approved actuarial valuation for the RPS as at 31
December 2004 may differ from the draft issued and therefore there may be
changes to the reported IAS 19 accounting figures.
5.1 IAS 19 Surplus / deficit recognised on the balance sheet
30 30 31 March
September September 2004
2005 2004 unaudited
unaudited unaudited
Pension surplus before deferred tax #m #m #m
recognised as a non-current asset:
-------------------------------------- -------- ------- -------
Railways Pension Scheme 9.3 - 5.0
Streamline schemes - - -
-------------------------------------- -------- ------- -------
Total non-current assets 9.3 - 5.0
-------------------------------------- -------- ------- -------
Pension deficit before deferred tax #m #m #m
recognised as a non-current liability:
-------------------------------------- -------- ------- -------
Railways Pension Scheme - 7.4 0.6
Streamline schemes 23.0 15.8 20.2
-------------------------------------- -------- ------- -------
Total non-current liabilities 23.0 23.2 20.8
-------------------------------------- -------- ------- -------
6. Non recurring items
6 months to 6 months Year to
30 to 31 March
September 30 2005
2005 September unaudited
unaudited 2004 (restated)
unaudited
(restated)
#m #m #m
------------------------------------ --------- -------- -------
Exceptional income on PFI/UPP joint - 0.1 1.0
venture contracts
Losses and provisions against - (86.2) (107.4)
Accommodation Services contracts
Losses on Facilities Management - (23.1) (23.1)
contracts
Provision against onerous lease 1.9 (7.3) (17.9)
liabilities
Office fit-out costs written off - (7.1) (7.1)
Impairment of goodwill attributable to - (65.3) (65.4)
UK Roads' businesses*
Bad debt provisions against - (3.3) (3.9)
Accommodation Services contracts
Redundancy costs (1.1) (2.3) (9.7)
Professional fees associated with (1.5) (32.2) (54.7)
restructuring
------------------------------------ --------- -------- -------
(0.7) (226.7) (288.2)
======================================== ========= ======== =======
*Adjusted for reinstatement of goodwill - (2.4) (2.5)
amortisation and subsequent impairment
attributable to UK Roads businesses
------------------------------------ --------- -------- -------
7. Finance costs
6 months to 6 months Year to
30 to 31 March
September 30 2005
2005 September unaudited
unaudited 2004 (restated)
unaudited
(restated)
#m #m #m
------------------------------------- ---- --------- -------- -------
Note #m #m #m
Interest expense and similar items
Interest payable on bank loans and 5.8 8.6 24.6
overdrafts
Finance charges as a result of debt for 11 61.9 - -
equity exchange
Finance charges payable under finance 0.1 0.1 0.2
leases
Other interest 0.3 0.4 5.1
------------------------------------- ---- --------- -------- -------
68.1 9.1 29.9
Interest income and similar items
Interest receivable from short term bank 0.5 0.7 0.3
deposits
Finance income from defined benefit schemes 1.0 1.0 1.7
Other interest 0.1 0.1 0.2
------------------------------------- ---- --------- -------- -------
1.6 1.8 2.2
------------------------------------- ---- --------- -------- -------
Finance costs 66.5 7.3 27.7
------------------------------------- ---- --------- -------- -------
8 Taxation
The taxation charge for the six months ended 30 September 2005 has been
calculated at zero % of the underlying losses before tax, being profits/losses
adjusted for non recurring costs and the Group's share of tax in equity
accounted associates and joint ventures. This represents the estimated effective
tax rate for the year after having taken into account tax losses available to
the group, which have not been recognised in the group balance sheet.
9. Post tax profits from discontinued activities
9.1 Discontinued operations aggregate income statement
6 months to 6 months Year to
30 September to 31 March
2005 30 2005
unaudited September unaudited
2004 (restated)
unaudited
(restated)
#m #m #m
------------------------------------- --------- -------- -------
Revenue 13.2 68.4 99.1
Cost of sales (8.7) (44.5) (68.1)
------------------------------------- --------- -------- -------
Gross profit 4.5 23.9 31.0
Administration expenses (2.9) (22.4) (37.5)
------------------------------------- --------- -------- -------
Operating profit / (loss) before 1.6 1.5 (6.5)
non-recurring costs
Disposal profit / (losses) and impairment 0.4 (3.6) 51.0
charges
------------------------------------- --------- -------- -------
Operating profit/ (loss) 2.0 (2.1) 44.5
Finance costs - (0.2) 0.3
Share of profits of joint venture and - 6.9 12.2
associated undertakings
------------------------------------- --------- -------- -------
Profit before taxation 2.0 4.6 57.0
Tax on profit (0.7) (3.5) (0.7)
------------------------------------- --------- -------- -------
Post tax profit from discontinued 1.3 1.1 56.3
operations
------------------------------------- --------- -------- -------
9.2 Discontinued operations analysed by business
6 months to 6 months Year to
30 September to 31 March
2005 30 2005
unaudited September unaudited
2004 (restated)
unaudited
(restated)
#m #m #m
------------------------------------- ----- --------- -------- -------
Trading profits / (losses) post tax
Tube Lines - 13.6 21.6
European Roads 1.1 3.0 (0.7)
Other* (0.2) (11.9) (15.6)
------------------------------------- ----- --------- -------- -------
0.9 4.7 5.3
------------------------------------- ----- --------- -------- -------
Disposal profits / (losses) post tax
Tube Lines - - 52.9
European Roads (1.2) (6.4) (10.6)
Property Portfolio 0.4 1.3 6.9
Other* 1.2 1.5 1.8
------------------------------------- ----- --------- -------- -------
0.4 (3.6) 51.0
------------------------------------- ----- --------- -------- -------
------------------------------------- ----- --------- -------- -------
TOTAL 1.3 1.1 56.3
------------------------------------- ----- --------- -------- -------
*relates to the Accommodation Services discontinued subsidiary businesses
(Jarvis MPC Systems, Cocentra, Braddons and David Wylde Project Finance),
Ultramast, Jarvis Estonia BV, the UPP Bidding & Management business, PFI Bidding
business, Agilisys, Telford & Wrekin Services and PatientFirst Partnerships.
10. (Loss) / earnings per share
6 months to 6 months Year to
30 to 31 March
September 30 2005
2005 September unaudited
unaudited 2004 (restated)
unaudited
(restated)
#m #m #m
------------------------------------- --------- -------- -------
(Loss) / profit for the period:
Continuing (60.9) (280.8) (387.8)
Discontinued 1.3 1.1 56.3
------------------------------------- --------- -------- -------
Total (59.6) (279.7) (331.5)
------------------------------------- --------- -------- -------
Number of ordinary shares Number (m) Number (m) Number (m)
Weighted average number of ordinary shares 136.0 143.1 143.5
in issue during the period
------------------------------------- --------- -------- -------
(Loss) / Earnings per ordinary share
Basic and Diluted
Continuing (44.8)p (196.2)p (270.2)p
Discontinued 1.0p 0.7p 39.2p
------------------------------------- --------- -------- -------
Total (43.8)p (195.5)p (231.0)p
------------------------------------- --------- -------- -------
11 Debt for equity exchange and Placing and Open Offer of Ordinary Shares
Following shareholders approval on 4 August 2005 as part of the financial
restructuring of the Group, a debt for equity exchange commenced and a Placing
and Open Offer for Ordinary share capital was undertaken.
The debt for equity exchange was completed on 31 August 2005, resulting in
#378.0m of obligations to creditors being converted into equity. Accordingly
#378.0m of equity, being #0.4m share capital and #377.6m of share premium has
been recognised on the debt for equity exchange. The debt for equity exchange
resulted in a #61.9m of finance related non-cash costs being charged to the
income statement in the half year to 30 September 2005. These costs included
deferred interest payable on finance debt, finalisation of the settlement value
for the onerous lease, early redemption penalties on certain finance debt items
and settlement of warrants issued in connection with the restructuring. The
table below shows the principal amounts in the debt for equity transaction,
which is consistent with the unaudited Proforma balance sheet and converting
claims reconciliation published in the 2005 Annual Report & Accounts and the
Share Placing and Open Offer Prospectus:
Reconciliation of movements on the debt Finance Onerous lease
for equity converting claims debt provision Total
#m #m #m
---------------------------------------------- -------- --------- -------
Opening balance sheet converting balances 281.0 24.5 305.5
as at 31st March 2005
Settlement in cash for liability prior to (0.9) (1.8) (2.7)
the debt for equity exchange
Conversion of the onerous lease into a 22.7 (22.7) -
finance debt
Construction liabilities converted into 13.3 - 13.3
finance debt
Finance costs charged to income statement 61.9 - 61.9
---------------------------------------------- -------- --------- -------
Total converting claims 378.0 - 378.0
---------------------------------------------- -------- --------- -------
The Placing and Open Offer was completed on 29 September 2005 and raised funds
of #50.2m representing 143,512,396 new Ordinary shares at 35p each, less
directly attributable share issue costs of #6.5m, resulting in net proceeds of
#43.7m.
12 Cash flow
12.1 Cash generated from operations
6 months 6 months to Year to
to 30 31 March
30 September 2005
September 2004 unaudited
2005 unaduited (restated)
unaduited (restated)
#m #m #m
----------------------------------- -------- --------- -------
Operating profit / (loss) 5.5 (276.2) (363.2)
Trading profit / (loss) from 1.6 1.5 (6.5)
discontinued operations
Depreciation of tangible fixed assets 2.8 4.6 11.6
Fixed asset impairment - - 0.8
Operating goodwill impairment - 65.3 65.4
Intangible impairment - - 0.3
Non-cash pension costs 1.4 4.7 (0.3)
Deduct restructuring and redundancy 2.6 34.5 64.4
costs
Loss / (gain) on sale of fixed assets 0.2 1.2 (1.5)
Movement in working capital:
(Increase) / decrease in stocks and work (1.6) 21.8 26.5
in progress
Decrease in debtors 18.7 81.7 108.4
Decrease in creditors (55.4) (34.5) (93.7)
Increase in provisions 0.2 0.2 13.7
Currency translation - (0.1) -
----------------------------------- -------- --------- -------
Net cash outflow generated from (24.0) (95.3) (174.1)
operations*
----------------------------------- -------- --------- -------
* The net cash outflow from operating activities previously reported under
UK GAAP includes the restructuring and redundancy costs paid which are now
reported separately in the IFRS cash flow statement.
12.2 Analysis of net debt
30 30 31 March
September September 2005
2005 2004 unaudited
unaudited unaudited (restated)
(restated)
#m #m #m
----------------------------------- -------- --------- -------
Cash and cash equivalents 23.8 56.4 10.8
Overdrafts (1.5) (12.7) (1.9)
Current bank loans (21.9) (268.4) (301.8)
Non-current bank loans (3.6) (7.3) (5.3)
Finance leases (3.3) (4.3) (4.0)
Cash / (overdrafts) held by disposal 0.3 (2.3) (0.2)
groups within assets / (liabilities)
held for sale
Bank loans held by disposal groups - (2.0) -
within liabilities held for sale
Finance leases held by disposal groups - (1.3) (1.4)
within liabilities held for sale
----------------------------------- -------- --------- -------
Total net debt (6.2) (241.9) (303.8)
----------------------------------- -------- --------- -------
13 Contingent liabilities
On 29 January 2005 the company entered into settlement agreements for 14 main
construction contracts which remain in Jarvis Construction (UK) Limited,
pursuant to which the project companies, which are counter parties to the
construction contracts, agreed to limited recourse provisions and #118.2m
provided through identified trusts of funding for the completion of construction
works. As a result the Group now has no performance guarantees on the 14
construction contracts.
In respect of the accident at Potters Bar, the Directors consider that the
provision recognised in the financial statements adequately covers the Group's
exposure to claims from the incident. The Directors believe that all those
individuals affected have lodged claims although further claims are not yet time
barred. The Directors are unable to quantify the eventual total amount of such
claims against the Group in respect of this incident but have received
confirmation that the insurance cover in place adequately covers the Group's
exposure to such claims.
There are also contingent liabilities in respect of actual and potential claims
by third parties under contracting and other arrangements entered into during
the normal course of business. Whilst the outcome of these matters is uncertain,
the directors believe that appropriate provision has been made within the
accounts.
14 Reconciliations between UK GAAP and IFRS
14.1 Reconcilation of Group balance sheet at 1 April 2004 (unaudited)
UK GAAP IAS1 IAS 19 IAS 11 IAS 12 IFRS
(IFRS Reformat Employee Long term Taxation 1 April
Format) Benefits Contracts 2004
1 April
2004
#m #m #m #m #m #m
Notes 1 2 3 4 5
----------------------------- ----- ------- ------- ----- ------ ------ ------
Non-current assets
Property, plant and equipment 64.4 - - - - 64.4
Intangible assets 0.4 - - - - 0.4
Goodwill 83.4 - - - - 83.4
Interests in associates 3.5 - - - - 3.5
Interests in joint ventures 56.1 - - - - 56.1
Other investments 1.0 - - - - 1.0
Deferred tax assets - - - - 4.4 4.4
----------------------------- ----- ------- ------- ----- ------ ------ ------
208.8 - - - 4.4 213.2
----------------------------- ----- ------- ------- ----- ------ ------ ------
Current assets
Stocks and work in progress 41.5 - - - - 41.5
Debtor related to PFI/PPP
non-recourse financing 0.2 10.8 - - - 11.0
agreement
Trade and other receivables 312.0 - (24.8) (29.9) - 257.3
Investments held for trading 1.6 - - - - 1.6
Cash and cash equivalents 74.9 - - - - 74.9
----------------------------- ----- ------- ------- ----- ------ ------ ------
430.2 10.8 (24.8) (29.9) - 386.3
----------------------------- ----- ------- ------- ----- ------ ------ ------
Total assets 639.0 10.8 (24.8) (29.9) 4.4 599.5
----------------------------- ----- ------- ------- ----- ------ ------ ------
Current liabilities
Trade and other payables 371.5 - (2.2) - - 369.3
PFI/PPP non-recourse term - 0.9 - - - 0.9
loan
Obligations under finance 1.3 - - - - 1.3
leases
Bank loans and overdrafts 213.4 - - - - 213.4
Provisions - 5.4 - - - 5.4
----------------------------- ----- ------- ------- ----- ------ ------ ------
586.2 6.3 (2.2) - - 590.3
----------------------------- ----- ------- ------- ----- ------ ------ ------
Non-current liabilities
Bank loans 1.2 - - - - 1.2
PFI/PPP non-recourse term - 9.9 - - - 9.9
loan
Retirement benefit obligation - - 25.4 - - 25.4
Deferred tax liabilities 1.2 - (7.5) - 6.3 -
Obligations under finance 4.9 - - - - 4.9
leases
Provisions 16.3 (5.4) - - - 10.9
Deferred consideration for 43.1 - - - - 43.1
acquisition
----------------------------- ----- ------- ------- ----- ------ ------ ------
66.7 4.5 17.9 - 6.3 95.4
----------------------------- ----- ------- ------- ----- ------ ------ ------
Total liabilities 652.9 10.8 15.7 - 6.3 685.7
----------------------------- ----- ------- ------- ----- ------ ------ ------
Net liabilities (13.9) - (40.5) (29.9) (1.9) (86.2)
============================= ===== ======= ======= ====== ====== ====== ======
EQUITY
Capital and reserves
Share capital 7.1 - - - - 7.1
Share premium account 141.9 - - - - 141.9
Revaluation reserve 12.7 - - - - 12.7
Merger reserve 89.7 - - - - 89.7
Accumulated losses (267.5) - (40.5) (29.9) (1.9) (339.8)
Minority interests 2.2 - - - - 2.2
----------------------------- ----- ------- ------- ----- ------ ------ ------
Equity shareholders' deficit (13.9) - (40.5) (29.9) (1.9) (86.2)
============================= ===== ======= ======= ====== ====== ====== ======
Notes:
1 UK GAAP in IFRS format
Goodwill has been separately identified from intangible assets.
Interests in Joint Ventures include the net investment in joint undertakings of
#49.6m (comprising JV share of gross assets of #916.6m and JV share of gross
liabilities of #867.0m) together with #6.5m, which had previously been
classified as a Loan to JV undertaking.
Other investments of #3.5m have been re-classified as an interest in associates
and relates primarily to Chapel Wharf Ltd.
Properties held for resale and development of #1.6m have been re-classified as
Investments held for trading.
Debtors of #312.0m are now described as Trade and other receivables.
Creditors: amounts falling due after more than one year of #49.2m have been
re-classified as: #43.1m of deferred consideration for the acquisition of Tube
Line Holdings Ltd; #4.9m of obligations under finance leases due after one year
relating principally to the Roads business and #1.2m Bank loans due after one
year.
Provisions for liabilities and charges of #17.5m have been re-classified as
#1.2m of deferred tax liabilities and #16.3m of provisions, which includes
#15.2m of onerous lease provisions.
As previously reported under UK GAAP, #586.2m of Creditors: amounts falling due
within one year, has been re-classified under IFRS as #371.5m of Trade and other
payables; #1.3m obligations under finance leases due within one year and #213.4m
Bank overdrafts and loans due within one year.
2 Under previous UK GAAP, the related PFI/PPP non-recourse loan debtor and
creditor was presented as a net amount comprising #11.0m debtor and #10.8m
creditor. Netting of related debtors and creditors is not permitted under IAS 1
and accordingly the PFI/PPP debtor subject to non-recourse financing of #11.0m
is now separately shown with associated liabilities of #10.8m, relating to non
recourse finance which is now reclassified as #9.9m PFI/PPP non-recourse term
loan in non-current liabilities and #0.9m PFI/PPP non-recourse term loan in
current liabilities.
3 Under UK GAAP the group applied the measurement and recognition requirements
of SSAP 24 to accounting for pensions and post-retirement benefits in the
financial statements, whilst providing disclosures under FRS 17. IAS 19 takes a
balance sheet approach to accounting for defined benefit schemes, similar to FRS
17. Therefore, on transition, an IAS 19 deficit of #23.2m has been recognised in
the balance sheet. In addition, a retirement benefit obligation of #2.2m in
relation to non-material defined benefit pension schemes has been re-classified
from Trade and other payables. At 1 April 2004, the removal of the SSAP24 asset
and its associated deferred tax balance, and the recognition of a deficit under
IAS 19, results in a reduction of Equity of #40.5 million. No deferred tax asset
has been recognised on the IAS 19 pension deficit.
4 As described in Accounting Policies - Long-term contracts (Note 1 above), the
revenue recognition policy adopted by the group under IFRS on long-term
contracts is based on customer agreements and certifications. A cost plus basis
was previously adopted under UK GAAP. This accounting policy change resulted in
a #29.9m net reduction in opening reserves.
5 Under UK GAAP, deferred tax was provided on timing differences that had
originated, but had not reversed, before the balance sheet date. Under IAS 12,
deferred tax is provided on temporary differences based upon the future recovery
or settlement of assets and liabilities recognised in the balance sheet. As a
result of implementing IAS 12, an additional deferred tax liability of #1.9m has
been provided on transition.
14.2 Reconciliation of income statement for the half year ended 30 September
2004 (unaudited)*
UK GAAP IAS1 IFRS 5 IAS 11 IAS 19 IAS 3 IFRS
(IFRS Reformat Assets Long Employee Goodwill 30
Format) Held for Term Benefits September
30 September sale Contract 2004
2004
#m #m #m #m #m #m #m
Notes 1 2 3 4 5 6
------------------ ----- --------- --------- ------- ------- ------ ------ -------
Revenue 356.3 12.6 (68.4) (1.5) - - 299.0
Cost of sales (451.9) 109.3 44.5 - (4.9) - (303.0)
------------------ ----- --------- --------- ------- ------- ------ ------ -------
Gross (loss) / (95.6) 121.9 (23.9) (1.5) (4.9) - (4.0)
profit
Administration (153.7) 82.9 22.4 - - 2.9 (45.5)
expenses
------------------ ----- --------- --------- ------- ------- ------ ------ -------
Operating (loss) (249.3) 204.8 (1.5) (1.5) (4.9) 2.9 (49.5)
/ profit before
non-recurring
costs
Non-recurring (35.3) (204.8) 3.1 12.7 - (2.4) (226.7)
costs
------------------ ----- --------- --------- ------- ------- ------ ------ -------
Operating (loss) (284.6) - 1.6 11.2 (4.9) 0.5 (276.2)
/ profit
Finance costs (16.6) 8.1 0.2 - 1.0 - (7.3)
Share of profits 18.1 (11.1) (6.9) - - - 0.1
from joint
ventures and
associates
------------------ ----- --------- --------- ------- ------- ------ ------ -------
(Loss) / profit (283.1) (3.0) (5.1) 11.2 (3.9) 0.5 (283.4)
before taxation
Tax on loss (5.3) 3.0 3.5 - 1.1 - 2.3
------------------ ----- --------- --------- ------- ------- ------ ------ -------
(Loss) / profit (288.4) - (1.6) 11.2 (2.8) 0.5 (281.1)
for the period
from continuing
operations
Post-tax profit - - 1.6 - - (0.5) 1.1
from discontinued
operations
------------------ ----- --------- --------- ------- ------- ------ ------ -------
(Loss) / profit (288.4) - - 11.2 (2.8) - (280.0)
for the period
------------------ ----- --------- --------- ------- ------- ------ ------ -------
Attributable to:
Equity holders of (288.1) - - 11.2 (2.8) - (279.7)
the Company
Minority (0.3) - - - - - (0.3)
interests
------------------ ----- --------- --------- ------- ------- ------ ------ -------
Total (288.4) - - 11.2 (2.8) - 280.0
------------------ ----- --------- --------- ------- ------- ------ ------ -------
* Excludes impact of IAS 32 and IAS 39.
Notes:
1 As previously reported under UK GAAP format, non recurring costs comprise:
#m
Exceptional items - Continuing operations
- Profit on sale of interests in joint venture 6.9
undertakings and other investments
- Cost of fundamental restructuring (32.4)
Exceptional items - Discontinued operations
- Loss on sale of subsidiary undertakings (0.7)
- Profit on disposal of interests in joint 0.9
venture undertakings
- Cost of fundamental restructuring (10.0)
-------
(35.3)
=======
2 Operating exceptional items of #204.8m as previously reported under UK GAAP
format have been re-classified as non-recurring costs. A further #8.1m of
Finance costs and #3.0m of Tax losses that relate to Joint Venture and Associate
operations have been re-classified to "Share of profits from Joint Ventures and
Associates."
3 Results of discontinued operations are now re-classified under one single
caption as required under IFRS 5.
4 As described in Accounting Policies - Long-term contracts (Note 1 above), the
revenue recognition policy adopted by the Group under IFRS on long-term
contracts is based on customer agreements and certifications. A cost plus basis
was previously adopted under UK GAAP. The impact of the change in the long-term
contracts accounting policy is to increase revenue by #11.2m, of which #12.7m
was previously accounted for as a non-recurring cost and is reversed as a result
of the new policy.
5 Under UK GAAP, no provision was made for annual leave accrued, and pensions
were accounted for under SSAP 24. Under IAS 19, the expected cost of holiday
leave accrued and not taken should be recognised at the time the related service
is provided. A provision of #0.2 million has been recognised. On transition from
SSAP 24 to IAS 19, accounting for defined benefit obligations results in an
additional #4.7m charge to cost of sales and #1.0m finance income, and a
movement in deferred tax of #1.1m.
6 IFRS 3 "Business Combinations" no longer permits amortisation of goodwill.
Instead goodwill is carried at cost and is subject to regular impairment review.
The impact of the application of this policy in the period to 30 September 2004
is a reversal of the amortisation charge of #2.9m. Following an impairment test,
#2.9m of the carrying value of goodwill has been impaired, of which #2.4m is
classified as non-recurring relating to UK Roads business, and #0.5m relating to
the European Roads business, has been classified under discontinued.
14.3 Reconciliation of Group balance sheet at 30 September 2004 (unaudited)
UK GAAP IAS1 IAS 11 Long term IAS 12 IAS 19 IAS 21 IFRS IFRS 30
(IFRS Reformat Contracts Taxation Employee Foreign 5 September
Format) Exchange Assets 2004
30 Benefits translation Held
September for
2004 sale
#m #m #m #m #m #m #m #m
Notes 1 2 3 4 5 6 7
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Non-current
assets
Property, 60.4 - - - - - (24.2) 36.2
plant and
equipment
Intangible 0.4 - - - - - (0.2) 0.2
assets
Goodwill 6.4 - - - - - (5.6) 0.8
Interests 4.1 - - - - - - 4.1
in
associates
Interests 54.6 - - - - - (54.4) 0.2
in joint
ventures
Other 1.0 - - - - - - 1.0
investments
Deferred - - - 5.6 - - - 5.6
tax assets
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
126.9 - - 5.6 - - (84.4) 48.1
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Current
assets
Stocks and 19.7 - - - - - (6.1) 13.6
work in
progress
Debtor 0.1 10.8 - - - - - 10.9
related to
PFI/PPP
non-recourse
financing
agreement
Trade and 202.1 - (18.7) - (28.4) - (25.9) 129.1
other
receivables
Investments 1.6 - - - - - (1.6) -
held for
trading
Tax assets - - - 1.7 - - - 1.7
Cash and 57.3 - - - - - (0.9) 56.4
cash
equivalents
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
280.8 10.8 (18.7) 1.7 (28.4) - (34.5) 211.7
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Non-current - - - - - - 118.9 118.9
assets
classified
as held for
sale
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Total 407.7 10.8 (18.7) 7.3 (28.4) - - 378.7
assets
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Current
liabilities
Trade and 330.7 - - - 0.2 - (17.3) 313.6
other
payables
PFI/PPP - 0.9 - - - - - 0.9
non-recourse
term loan
Tax - - - 1.7 - - (1.7) -
liabilities
Obligations 1.3 - - - - - (0.4) 0.9
under
finance
leases
Bank loans 286.3 - - - - - (5.2) 281.1
and
overdrafts
Provisions - 25.2 - - - - - 25.2
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
618.3 26.1 - 1.7 0.2 - (24.6) 621.7
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Non-current
liabilities
Bank loans 7.3 - - - - - - 7.3
PFI/PPP - 9.9 - - - - - 9.9
non-recourse
term loan
Retirement - - - - 23.2 - - 23.2
benefit
obligation
Deferred 0.2 - - 7.5 (8.5) - 0.8 -
tax
liabilities
Obligations 4.3 - - - - - (0.9) 3.4
under
finance
leases
Provisions 36.2 (25.2) - - - - (0.6) 10.4
Deferred 45.3 - - - - - (45.0) 0.3
consideration
for
acquisition
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
93.3 15.3 - 7.5 14.7 - (45.7) 54.5
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Liabilities - - - - - 70.3 70.3
associated
with assets
held for
sale
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Total 711.6 10.8 - 9.2 14.9 - - 746.5
liabilities
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Net (303.9) - (18.7) (1.9) (43.3) - - (367.8)
liabilities
=========== ===== ======= ======= ======= ====== ====== ====== ===== ======
EQUITY
Capital and
reserves
Share 7.2 - - - - - - 7.2
capital
Share 142.3 - - - - - - 142.3
premium
account
Revaluation 11.2 - - - - - - 11.2
reserve
Merger 89.7 - - - - - - 89.7
reserve
Hedging and - - - - - 0.5 - 0.5
translation
reserves
Accumulated (555.1) - (18.7) (1.9) (43.3) (0.5) - (619.5)
losses
Minority 0.8 - - - - - - 0.8
interests
------------ ----- ------- ------- ------- ------ ------ ------ ----- ------
Equity (303.9) - (18.7) (1.9) (43.3) - - (367.8)
shareholders
' deficit
=========== ===== ======= ======= ======= ====== ====== ====== ===== ======
Notes:
1 UK GAAP to IFRS format
Goodwill of #6.4m relating mainly to the European Roads business has been
separately identified from intangible assets.
Interests in Joint Ventures include the net investment in joint undertakings of
#53.4m (comprising JV share of gross assets of #548.9m and JV share of gross
liabilities of #495.5m) together with #1.2m, which had previously been
classified as a Loan to JV undertaking.
#4.1m of other investments has been re-classified as an Interest in associates
and relates primarily to Chapel Wharf Ltd.
Debtors of #202.1m are now described as Trade and other receivables.
#56.9m of Creditors: amounts falling due after more than one year have been
re-classified as: #45.3m of deferred consideration primarily for acquisition of
Tube Line Holdings Ltd; #4.3m of obligations under finance leases due after one
year relating principally to the Roads business and #7.3m of Bank loans due
after one year.
#36.4m of provisions for liabilities and charges has been re-classified as #0.2m
Deferred tax liabilities and #36.2m of Provisions of which #19.7m relates to
restructuring costs and #15.1m relates to Onerous leases.
#287.6m of Creditors: amounts falling due within one year, has been
re-classified as #286.3m of Trade and other payables and #1.3m Bank overdrafts
and loans due within one year.
2 Under previous UK GAAP, the related PFI/PPP non-recourse loan debtor and
creditor was presented as a net amount comprising #11.0m debtor and #10.9m
creditor. Netting of related debtors and creditors is not permitted under IAS 1
and accordingly the PFI/PPP debtor subject to non-recourse financing of #11.0m
is now separately shown with associated liabilities of #10.8m relating to
non-recourse finance which has been re-classified as #9.9m PFI/PPP non-recourse
term in non-current liabilities, and #0.9m PFI/PPP non-recourse term loan in
current liabilities.
3 As described in Accounting Policies - Long-term contracts (Note 1 above), the
revenue recognition policy adopted by the group under IFRS on long-term
contracts is based on customer agreements and certifications. A cost plus basis
was previously adopted under UK GAAP. This accounting policy change resulted in
a #18.7m net reduction in opening reserves.
4 Under UK GAAP, deferred tax was provided on timing differences that had
originated, but had not reversed, before the balance sheet date. Under IAS 12,
deferred tax is provided on temporary differences based upon the future recovery
or settlement of assets and liabilities recognised in the balance sheet. As a
result of implementing IAS 12, an additional deferred tax liability of #1.9
million has been provided on transition.
5 Under UK GAAP the group applied the measurement and recognition requirements
of SSAP 24 to accounting for pensions and post-retirement benefits in the
financial statements, whilst providing disclosures under FRS 17.
IAS 19 takes a balance sheet approach to accounting for defined benefit schemes,
similar to FRS 17. Therefore, as at September 2004, the IAS 19 deficit of #23.2m
has been recognised in the balance sheet. At 30 September 2004, the removal of
the SSAP24 asset and its associated deferred tax balance and the recognition of
a deficit under IAS 19 results in a reduction of equity of #43.3m. No deferred
tax asset has been recognised on the IAS 19 pension deficit.
Under UK GAAP, no provision was made for annual leave accrued. Under IAS 19, the
expected cost of leave accrued and not taken should be recognised at the time
the related service is provided. A provision of #0.2 million has been
recognised.
6 Under UK GAAP accumulated gains or losses arising on the re-translation of
opening net assets of and results for overseas subsidiary undertakings are taken
directly to reserves and are reported in the statement of total recognised gains
and losses. Under IAS 21 the treatment is similar, although the cumulative
effect in reserves is recorded as a separate category of reserves rather than
within profit & loss reserves .On disposal of the foreign net assets the
cumulative translation differences are recycled through the Income statement.
Exchange differences arising on the retranslation of the opening net assets of a
foreign entity to closing rate and the difference between translating the
results of the foreign entity at actual and year end rates are taken to equity
under IAS 21. This amounted to #0.5m for the period.
7 IFRS 5 requires that assets that fulfil the criteria of "Held for Sale" must
be separately disclosed. As at 30 September 2004 the Group had net assets of
#48.6m as "Held for Sale" consisting of:
Assets Liabilities Net Assets
#m #m #m
European Roads 45.9 (25.3) 20.6
Tube Lines 54.3 (45.0) 9.3
Property 18.7 - 18.7
Portfolio ------- ------- -------
118.9 (70.3) 48.6
======= ======= =======
14.4 Reconciliation of income statement for the year ended 31 March 2005
(unaudited)*
UK GAAP IAS1 IFRS 5 IAS 12 IAS 11 IAS 19 IAS 3 IFRS
(IFRS Reformat Assets Taxation Long term Employee Goodwill 30 March
Format) Held contracts Benefits 2005
31 March for
sale
2005
#m #m #m #m #m #m #m #m
Notes 1 2 3 4 5 6 7
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
Revenue 585.7 11.8 (99.1) - 11.3 - - 509.7
Cost of sales (689.3) 130.5 68.1 - - (0.5) - (491.2)
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
Gross (loss) / (103.6) 142.3 (31.0) - 11.3 (0.5) - 18.5
profit
Administration (236.4) 102.2 37.5 - - - 3.2 (93.5)
expenses
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
Operating (340.0) 244.5 6.5 - 11.3 (0.5) 3.2 (75.0)
(loss) /
profit before
non-recurring
costs
Non-recurring (2.3) (244.5) (51.7) - 12.8 - (2.5) (288.2)
costs
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
Operating (342.3) - (45.2) - 24.1 (0.5) 0.7 (363.2)
(loss) /
profit
Finance costs (56.1) 27.0 (0.3) - - 1.7 - (27.7)
Share of 44.6 (32.2) (12.2) - - - - 0.2
profits /
(losses) from
joint ventures
and associates
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
(Loss) / (353.8) (5.2) (57.7) - 24.1 1.2 0.7 (390.7)
profit before
taxation
Tax on loss 7.1 5.2 0.7 (9.6) - (0.8) - 2.6
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
(Loss) / (346.7) - (57.0) (9.6) 24.1 0.4 0.7 (388.1)
profit for the
period from
continuing
operations
Post-tax - - 57.0 - - - (0.7) 56.3
profit /
(loss) from
discontinued
operations
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
(Loss) / (346.7) - - (9.6) 24.1 0.4 - (331.8)
profit for the
year
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
Attributable
to:
Equity holders (346.4) - - (9.6) 24.1 0.4 - (331.5)
of the Company
Minority (0.3) - - - - - - (0.3)
interests
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
Total (346.7) - - (9.6) 24.1 0.4 - (331.8)
---------------- ----- -------- ------- ------ ----- ----- ------ ----- ------
*Excludes impact of IAS 32 and IAS 39 Financial Instruments.
Notes
1 As previously reported under UK GAAP format, non recurring costs comprise:
#m
Exceptional items - continuing operations
- Profit on sale of operations 12.6
- Cost of fundamental restructuring (56.8)
Exceptional items - Discontinued operations
- Profit on sale of subsidiary undertaking 48.5
- Profit on disposal of interests in joint 3.0
venture undertakings
- Cost of fundamental restructuring (9.6)
-----
(2.3)
=====
2 Exceptional items of #244.5m as previously reported under UK GAAP format have
been re-classified as non-recurring costs. #27.0m of Finance costs and #5.2m of
Tax losses that relate to Joint Venture and Associate operations have been
re-classified to "Share of profits from Joint Ventures and Associates".
3 Results of discontinued operations are now re-classified under one single
caption as required under IFRS 5.
4 Under UK GAAP, deferred tax was provided on timing differences that had
originated, but had not reversed, before the balance sheet date. Under IAS 12,
deferred tax is provided on temporary differences based upon the future recovery
or settlement of assets and liabilities recognised in the balance sheet. This
results in a #9.6m charge, which comprises a #1.9m credit in the year as a
result of selling the revalued properties offset by reversal of timing
differences of #11.5m previously recognised under UK GAAP.
5 As described in Accounting Policies - Long-term contracts (Note 1 above), the
revenue recognition policy adopted by the Group under IFRS on long-term
contracts is based on customer agreements and certifications. A cost plus basis
was previously adopted under UK GAAP. The impact of the change in the long term
contract accounting policy is to in increase revenue by #24.1m, of which #12.8m
was previously accounted for as a non-recurring cost and is reversed as a result
of the new policy.
6 Under UK GAAP, no provision was made for annual leave accrued. Under IAS 19,
the expected cost of leave accrued and not taken should be recognised at the
time the related service is provided. A provision of #0.8 million has been
recognised. Under UK GAAP, pensions were accounted for under SSAP 24. On the
transition from SSAP 24 to IAS19 accounting for defined benefit obligations
results in a reduction of #0.5m to cost of sales and #1.7m finance income and a
movement on deferred tax of #0.8m.
7 IFRS 3 "Business Combinations" no longer permits amortisation of goodwill.
Instead goodwill is carried at cost and is subject to regular impairment review.
The impact of the application of this policy in the year to 30 March 2005 is a
reversal of the amortisation charge of #3.2m. Following an impairment test,
#3.2m of the carrying value of goodwill has been impaired; of which #2.5m is
classified as non-recurring relating to UK Roads business, and #0.7m relating to
the European Roads business, has been classified under discontinued.
Notes on the consolidated financial statements (unaudited)
For the half year ended 30 September 2005
14.5 Reconciliation of Group balance sheet at 31 March 2005 and 1 April 2005
(unaudited)
UK IAS1 IAS IAS 11 IAS 19 IAS 21 IFRS IFRS IAS 39 IFRS
GAAP Reformat 112 Long Employee Foreign 5 31 Financial 1
(IFRS Taxation term Exchange Assets March Instruments April
Format) Contract Benefits Translation Held 2005 2005
30 for
2005 sale
#m #m #m #m #m #m #m #m #M #m
Notes 1 2 3 4 5 6 7 8
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Non
Current
Assets
Property, 36.0 - - - - - (7.6) 28.4 - 28.4
plant and
equipment
Intangible 0.2 - - - - - (0.2) - - -
Assets
Goodwill 6.2 - - - - - (5.4) 0.8 - 0.8
Interests 2.3 - - - - - - 2.3 - 2.3
in
associates
Interests 1.3 - - - - - (0.1) 1.2 - 1.2
in joint
ventures
Deferred - - 0.7 - - - - 0.7 - 0.7
tax
assets
Retirement - - - - 5.0 - - 5.0 - 5.0
benefit
asset
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
46.0 - 0.7 - 5.0 - (13.3) 38.4 - 38.4
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Current
assets
Stocks 14.2 - - - - - (6.0) 8.2 - 8.2
and work
in
progress
Debtor 0.2 10.8 - - - - - 11.0 - 11.0
related
to
PFI/PPP
non-recourse
financing
agreement
Trade and 187.8 - (7.9) (5.8) (22.4) - (12.5) 139.2 - 139.2
other
receivables
Cash and 12.3 - - - - - (1.5) 10.8 - 10.8
cash
equivalents
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
214.5 10.8 (7.9) (5.8) (22.4) - (20.0) 169.2 - 169.2
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Non-current - - - - - - 33.3 33.3 - 33.3
assets
classified
as held
for sale
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Total 260.5 10.8 (7.2) (5.8) (17.4) - - 240.9 - 240.9
assets
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Current
liabilities
Trade and 247.3 - - - 0.8 - (13.1) 235.0 - 235.0
other
payables
PFI/PPP - 0.9 - - - - - 0.9 - 0.9
non-recourse
term
loan
Tax - - - - - - 0.1 0.1 - 0.1
liabilities
Obligations 1.6 - - - - - (0.5) 1.1 - 1.1
under
finance
leases
Bank 305.4 - - - - - (1.7) 303.7 (6.6) 297.1
loans and
overdrafts
Provisions - 25.1 - - - - - 25.1 - 25.1
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
554.3 26.0 - - 0.8 - (15.2) 565.9 (6.6) 559.3
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Non-current
liabilities
Bank 5.3 - - - - - - 5.3 - 5.3
loans
PFI/PPP - 9.9 - - - - - 9.9 - 9.9
non-recourse
term
loan
Retirement - - - - 20.8 - - 20.8 - 20.8
benefit
obligations
Deferred - - 4.3 - (5.2) - 0.9 - - -
tax
liabilities
Obligations 3.8 - - - - - (0.9) 2.9 - 2.9
under
finance
leases
Provisions 58.7 (25.1) - - - - (0.9) 32.7 - 32.7
Derivatives - - - - - - - - 5.1 5.1
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
67.8 (15.2) 4.3 - 15.6 - (0.9) 74.8 5.1 101.8
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Liabilities - - - - - - 16.1 16.1 - 16.1
associated
with
assets
held for
sale
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Total 622.1 10.8 4.3 - 16.4 - - 653.6 (1.5) 652.1
liabilities
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Net (361.6) - (11.5) (5.8) (33.8) - - (412.7) 1.5 (411.2)
liabilities
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
EQUITY
Capital
and
reserves
Share 7.2 - - - - - - 7.2 - 7.2
capital
Share 142.3 - - - - - - 142.3 - 142.3
premium
account
Revaluation 3.0 - - - - - - 3.0 - 3.0
reserve
Merger 89.7 - - - - - - 89.7 - 89.7
reserve
Hedging - - - - - 0.4 - 0.4 - 0.4
and
translation
reserves
Accumulated (603.8) - (11.5) (5.8) (33.8) (0.4) - (655.3) 1.5 (653.8)
(losses)
/ profit
Minority - - - - - - - - - -
interests
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Equity (361.6) - (11.5) (5.8) (33.8) - - (412.7) 1.5 (411.2)
shareholders
deficit
-------- ------ ----- ------ ----- ------ ------ ------- ----- ----- ------ -----
Notes:
1UK GAAP reformat to IFRS
Goodwill of #6.2m relating mainly to the European Roads business has been
separately identified from intangible assets
Interest in Joint Ventures includes the net investment in joint venture
undertakings of #1.2m and #0.1m of Loans to Joint Venture undertakings.
#2.3m of other investments has been re-classified as an Interest in associates
and relates primarily to Chapel Wharf Ltd.
Debtors of #187.8m are now described as Trade and other receivables.
#17.9m of Creditors: amounts falling due after more than one year have been
re-classified as: #8.8m of Provisions' #3.8m of obligations under finance leases
due after one year, relating principally to the Roads business, and #5.3m of
Bank loans.
#49.9m of provisions for liabilities and charges has been re-classified as
Provisions, of which #27.7m relates to onerous leases and #18.0m to
restructuring costs.
#554.3m of Creditors: amounts falling due within one year, has been
re-classified as #247.3m of Trade and other payables and #1.6m of Obligations
under finance leases due within 1 year and #305.4m of Bank overdrafts and loans
due within one year.
2 Under previous UK GAAP, the related PFI/PPP non-recourse debtor and creditor
was presented as a net amount comprising #11.0m debtor and #10.8m creditor.
Netting of related debtors and creditors is not permitted under IAS 1 and
accordingly the PFI/PPP debtor subject to non- recourse financing of #11.0m is
now separately shown. Associated liabilities of #10.8m relating to non-recourse
finance, which is now re-classified as #9.9m PFI/PPP non-recourse term loan in
non-current liabilities, and #0.9m PFI/PPP non-recourse term loan in current
liabilities.
3 Under UK GAAP, deferred tax was provided on timing differences that had
originated, but had not reversed, before the balance sheet date. Under IAS 12,
deferred tax is provided on temporary differences based upon the future recovery
or settlement of assets and liabilities recognised in the balance sheet. As a
result of implementing IAS 12, there has been a reversal of timing differences
of #11.5m previously recognised under UK GAAP.
4 As described in Accounting Policies - Long-term contracts (Note 1 above), the
revenue recognition policy adopted by the Group under IFRS on long-term
contracts is based on customer agreements and certifications. A cost plus basis
was previously adopted under UK GAAP. This accounting policy change resulted in
a #5.8m net reduction in net assets.
5 Under UK GAAP the group applied the measurement and recognition requirements
of SSAP 24 to accounting for pensions and post-retirement benefits in our
financial statements, whilst providing disclosures under FRS 17.
IAS 19 takes a balance sheet approach to accounting for defined benefit schemes,
similar to FRS 17. Therefore, on transition, an IAS 19 surplus of #5.0m on two
of the three sections in the Railways Pension Scheme and an IAS 19 deficit of
#20.8m on the Streamline Pension schemes and the third section of the Railways
Pension Scheme has been recognised in the balance sheet. At 31 March 2005, this
represents a reduction of Equity of #33.8m. No deferred tax asset has been
recognised on the pension deficit, but a deferred tax liability of #1.5m has
been recognised on the pension surplus.
Under UK GAAP, no provision was made for annual leave accrued. Under IAS 19, the
expected cost of leave accrued and not taken is recognised at the time the
related service is provided. A provision of #0.8 million has been recognised.
6 Under UK GAAP accumulated gains or losses arising on the re-translation of
opening net assets and results of overseas subsidiary undertakings are taken
directly to reserves and are reported in the statement of total recognised gains
and losses. Under IAS 21 the treatment is similar, although the cumulative
effect in reserves is recorded as a separate category of reserves rather than
within profit & loss reserves. On disposal of the foreign net assets, the
cumulative translation differences are recycled through the Income statement.
Exchange differences arising on the retranslation of the opening net assets of a
foreign entity to closing rate and the difference between translating the
results of the foreign entity at actual and year end rates are taken to equity
under IAS 21. This amounted to #0.4m for the period.
7 IFRS 5 requires that assets that fulfil the criteria of "Held for Sale" must
be separately disclosed. As at 31 March 2005 the Group had net assets of #17.2m
as "Held for Sale" consisting of:
Assets Liabilities Net Assets
#m #m #m
European Roads 32.8 (16.1) 16.7
Property 0.5 - 0.5
Portfolio
----- ----- -----
33.3 (16.1) 17.2
===== ===== =====
8 IAS 32 and IAS 39 have been adopted with effect from 1 April 2005. The impact
on net assets is a reduction of #1.5m.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FKLLLEFBXFBL
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