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The Bidvest Group Ltd announcement of BidCorp plc interim results for the six
months ended December 31 2004
Bidvest Group Limited
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1946/021180/06)
SHARE CODE: BVT ISIN: ZAE000050449
("BIDVEST")
Bidcorp plc
Report of the interim results for the six months ended December 31 2003
Company information
Bidcorp plc
("Bidcorp" or "the Group")
Directors
B Joffe* (Chairman)
RW Graham (Chief Executive)
SD Bender*
DC Brinklow
BP Connellan*
ARCB Cooke*
RHerman
MJ Kingshott*
JL Pamensky*
LP Ralphs*
DK Rosevear*
IR Spry
DA Winduss
*Non-executive
Registration number
231534
Registrars
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex BN99 6DA
United Kingdom
Administration and registered office
6 Stratton Street
London WIJ 8LD
United Kingdom
Operational and financial review for the six months ended December 31 2003
Introduction
The slowdown in market activity and intense pressure on margins experienced in
the previous reporting period continued. Trading conditions in the last quarter
were particularly difficult. Capacity on additional sailings added to the
Dartline ferry service was insufficiently taken up, and contracted rates for
Volume Transport reduced significantly. As a consequence the results are again
disappointing. Management has continued to concentrate on reducing costs,
wherever possible, without inhibiting the ability to grow the core businesses in
the future.
Financial overview
Turnover from continuing operations decreased by 1% to GBP64.4 million (2002:
GBP65.0 million) and the Group incurred an operating loss from ongoing
activities of GBP1.6 million (2002: GBP0.6 million profit).
The retained Group loss, after a taxation credit of GBP0.8 million (2002: GBP0.2
million), was GBP1.4 million (2002: GBP0.6 million).
Net interest and other finance expenses payable remained unchanged at GBP0.5
million.
Despite the losses incurred and the capital reinvestment, net gearing has
remained unchanged at 27%. Hire purchase debt GBP3.0 million has been repaid
since the beginning of the period.
Review of operations
Automotive division
The Automotive division"s turnover, from continuing operations, decreased by 8%
to GBP41.8 million resulting in an operating loss of GBP0.9 million (2002: Nil).
During this period further reorganisation of the Automotive businesses was
undertaken with the division having been rationalised from three operating
divisions into two. The Specialist Transport, Vehicle Preparation, Prestige
Vehicle Distribution and Promotional Support businesses have been merged with
Rescue & Recovery and Traffic Management into Ontime Specialist Automotive
Services. The integration of these businesses is still in progress and it is
expected that this reorganisation will produce significant cost savings and
increase operational efficiency.
The better than normal weather conditions and the fact that a major customer
took a substantial part of their business in-house did not assist the financial
performance of the Rescue & Recovery business. Despite this, the Rescue &
Recovery business performed profitability, attending over 100,000 calls for
assistance.
Specialist Transport and Prestige Vehicle Distribution operations have been
adversely affected by a reduction in automotive promotional activities and
particularly by the delay in new model launches by manufacturers.
The Vehicle Preparation Centre at Wellesbourne is now marginally profitable and
currently outperforming budget. Several new contracts are being negotiated
which, if won, will improve the asset utilisation.
Due to the delay in securing better located storage pounds, the Traffic
Management business performed below expectations. Planning permission has been
granted on an appropriate site which should improve the situation within the
next period.
Significant downward pressure on rates impacted on the Volume Transport business
which resulted in operating losses and further restructuring. This process is
nearing completion and management is confident that, together with the
investment which has been injected into the rejuvenation of the fleet, the
restructured business should improve its performance in what is an extremely
competitive market.
Shipping and Ports division
Turnover from ongoing operations increased by 14% to GBP20.4 million as a result
of expanded sailing schedules.The costs incurred in establishing these
additional sailings resulted in an operating loss of GBP0.8 million. Sailings
have since been curtailed and revenues and costs will reduce correspondingly in
the next period.
Whilst the results are disappointing, an enormous effort by the management and
staff has led to major improvements in the service provided to customers and in
improved client perceptions of Dartline. New sales initiatives will be directed
at balancing capacities and cargos and the use of agents in Ireland, Germany,
France and Eastern Europe will increase our area of coverage.
The focus for the second half of the financial year will be on maximising
returns from our established routes.
Property and Outsourced Services
The division continues to manage investment properties on behalf of third
parties and has disposed of a site in Kent to a developer following the granting
of planning permission.
The car parking activities in Central London traded at lower levels as a result
of the negative impact of the congestion charge, but still showed favourable
results.
Dividends
No dividend is proposed for the six-month period ended December 31 2003.
Outlook
Fixed overheads have been reduced significantly throughout the Group. Emphasis
is now on operating efficiencies, increased capacity utilisation and greater
revenue.
Brian Joffe
(Chairman)
Independent review report to Bidcorp plc
Introduction
We have been instructed by the Company to review the financial information for
the six months ended December 31 2003 which comprises the consolidated profit
and loss account, the consolidated balance sheet, the consolidated cash flow
statement, the consolidated statement of total recognised gains and losses and
related notes 1 to 7. We have read the other information contained in the
Interim Report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.
This report is made solely to the Company in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the Company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the Company, for our review work, for this report, or for the conclusions we
have formed.
Directors" responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors. The Directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures are consistent with
those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with the guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A
review consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with United Kingdom auditing standards and therefore
provides a lower level of assurance than an audit. Accordingly, we do not
express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended December 31 2003.
Deloitte & Touche LLP
Chartered Accountants
London
February 13 2004
Consolidated profit & loss account
for the six months ended December 31 2003
Unaudited Unaudited* Audited
6 months 6 months 18 months
ended ended ended
Dec 31 Dec 31 June 30
GBP000"s Note 2003 2002 2003
Turnover 1 64,408 71,309 204,484
Continuing operations 64,408 64,995 189,758
Discontinued operations - 6,314 14,726
Operating (loss) profit (1,787) (420) (2,044)
Continuing operations (1,643) 604 810
Discontinued operations (144) (1,024) (2,854)
Profit on disposal of
fixed assets 105 57 219
Profit on sale of
investments 13 - 435
Loss on ordinary activities
before interest 1 (1,669) (363) (1,390)
Net interest payable (440) (460) (1,343)
Other finance expense (88) (54) (210)
Loss on ordinary
activities before
taxation (2,197) (877) (2,943)
Tax on loss on ordinary
activities 2 829 244 799
Loss retained for
the period (1,368) (633) (2,144)
Loss per share (pence) 3 (0.6) (0.3) (0.9)
Diluted loss per share
(pence) 3 (0.6) (0.3) (0.9)
*Comparative figures for the six months ended December 31 2002 have been
derived by deducting the published results for the six months ended June 30
2002 from the twelve months ended December 31 2002.
Consolidated balance sheet
at December 31 2003
Unaudited Unaudited Audited
Dec 31 Dec 31 June 30
GBP000"s Note 2003 2002 2003
Fixed assets
Tangible assets 57,159 52,439 56,161
Investments 101 6,271 2,077
57,260 58,710 58,238
Current assets
Stocks and work
in progress 3,178 2,830 3,027
Debtors 24,539 30,139 30,060
Cash at bank and in
hand 1,231 2,376 1,626
28,948 35,345 34,713
Current liabilities
Creditors: Amounts falling
due within one year (34,397) (33,615) (37,753)
Net current (liabilities)
assets (5,449) 1,730 (3,040)
Total assets less
current liabilities 51,811 60,440 55,198
Creditors: Amounts falling
due after more than
one year (657) (3,734) (816)
Provisions for liabilities
and charges (3,482) (4,655) (4,371)
Net assets excluding
pension liability 47,672 52,051 50,011
Pension liability (2,167) (2,712) (2,637)
Net assets including
pension liability 45,505 49,339 47,374
Capital and reserves
Called up share capital 49,644 49,644 49,644
Share premium 13,228 13,228 13,228
Merger reserve 9,327 9,327 9,327
Capital reserve 480 480 480
Profit and loss account
excluding pension
liability (25,007) (20,628) (22,668)
Pension liability (2,167) (2,712) (2,637)
Profit and loss account
including pension
liability (27,174) (23,340) (25,305)
Equity shareholders"
funds 45,505 49,339 47,374
Net asset value per
share (pence) 4 18.3 19.9 19.1
Summarised consolidated cash flow statement
for the six months ended December 31 2003
Unaudited Unaudited Audited
6 months 6 months 18 months
ended ended ended
Dec 31 Dec 31 June 30
GBP000"s Note 2003 2002 2003
Cash flow from operating
activities 5 3,853 1,156 11,498
Returns on investments
and servicing of finance (440) (514) (1,254)
Interest received - 5 334
Interest paid (253) (165) (514)
Interest element of
finance lease payments (187) (354) (1,074)
Taxation paid (39) (2) (213)
Capital expenditure and
financial investment (2,526) (3,578) (13,373)
Purchase of tangible
fixed assets (4,862) (3,622) (14,951)
Sale of tangible assets 348 44 1,578
Sale of investments 1,988 - -
Net cash inflow (outflow)
before financing 848 (2,938) (3,342)
Financing (1,775) (3,926) 7,689
Issue of shares - - 31,056
Repayment of secured loans - (782) (12,776)
Repayment of loan notes - - (913)
New hire purchase
agreements 1,192 - -
Capital repayments under
hire purchase obligations (2,967) (3,144) (9,678)
(Decrease) increase in
net cash 6 (927) (6,864) 4,347
Consolidated statement of total recognised gains and losses and reconciliation
of movement in shareholders" funds
at December 31 2003
Unaudited Unaudited Audited
6 months 6 months 18 months
ended ended ended
Dec 31 Dec 31 June 30
GBP000"s 2003 2002 2003
Loss attributable to
equity shareholders for
the period (1,368) (633) (2,144)
Actuarial loss on defined
benefit schemes (253) (287) (1,263)
Deferred tax arising in
respect of defined benefit
pension schemes (228) 86 379
Currency translation
differences on foreign
currency net investments (20) (77) (184)
Total recognised losses
relating to the period (1,869) (911) (3,212)
New shares - - 31,056
Net (decrease) increase in
shareholders" funds (1,869) (911) 27,844
Equity shareholders" funds at
the beginning of the period 47,374 50,250 19,530
Equity shareholders" funds
at the end of the period 45,505 49,339 47,374
Notes to the accounts
for the six months ended December 31 2003
1. Principal activities
Property and
Automotive Shipping Outsourced
GBP000"s Services and Ports Services Net debt Total
Turnover
December 31 2003
- continuing
operations 41,812 20,449 2,147 - 64,408
December 31
2002 49,828 19,820 1,661 - 71,309
- continuing
operations 45,398 17,936 1,661 - 64,995
- discontinued
operations 4,430 1,884 - - 6,314
June 30
2003 138,823 61,101 4,560 - 204,484
- continuing
operations 128,930 56,268 4,560 - 189,758
- discontinued
operations 9,893 4,833 - - 14,726
(Loss) profit before
interest
December 31
2003 (1,069) (829) 229 - (1,669)
- continuing
operations (925) (829) 229 - (1,525)
- discontinued
operations (144) - - - (144)
December 31
2002 (785) 183 239 - (363)
- continuing
operations (5) 427 239 - 661
- discontinued
operations (780) (244) - - (1,024)
June 30
2003 (2,321) 491 440 - (1,390)
- continuing
operations (440) 1,464 440 - 1,464
- discontinued
operations (1,881) (973) - - (2,854)
Net assets
December 31
2003 23,789 32,334 1,633 (12,251) 45,505
December 31
2002 25,444 35,504 1,839 (13,448) 49,339
June 30
2003 24,550 33,823 2,100 (13,099) 47,374
1. Principal activities (continued)
Analysis by geographical area of operation
United
GBP000"s Kingdom Europe Net debt Total
Turnover
December 31 2003 58,739 5,669 64,408
December 31 2002 65,733 5,576 71,309
June 30 2003 186,910 17,574 204,484
Profit (loss) before
interest
December 31 2003 (1,731) 62 (1,669)
December 31 2002 (350) (13) (363)
June 30 2003 (1,219) (171) (1,390)
Net assets
December 31 2003 56,687 1,069 (12,251) 45,505
December 31 2002 61,448 1,339 (13,448) 49,339
June 30 2003 59,364 1,109 (13,099) 47,374
The profit on ordinary activities before taxation is stated after charging
(crediting) the following items:
Dec 31 Dec 31 June 30
GBP000"s 2003 2002 2003
Directors" termination and
notice payments 57 142 319
Earn out provision not required - - (308)
Set up costs of European recovery
operation - - 62
2. Taxation
The tax credit, excluding prior period credit adjustments of GBP381,000 provided
at December 31 2003, is based on the estimated effective tax rate for the full
period for each undertaking in the Group applied to the taxable profits for the
period.
3. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
consolidated loss after taxation of GBP1,368,000 (2002: GBP633,000) and the
weighted average number of ordinary shares in issue during the period of
248,219,402 (2002: 248,219,402).
4. Net asset value per share
The calculation of net asset value per share is based on the total of equity
shareholders" funds of GBP45,505,000 (2002: GBP49,339,000) and the closing
number of ordinary shares in issue of 248,219,402 (2002: 248,219,402).
Unaudited Unaudited Audited
6 months 6 months 18 months
ended ended ended
Dec 31 Dec 31 June 30
GBP000"s 2003 2002 2003
5. Reconciliation of operating
loss to net cash inflow from
operating activities
Operating loss (1,787) (420) (2,044)
Depreciation and amortisation
of other fixed assets 4,880 4,927 14,087
Write back of investments - - (13)
Working capital movements 1,773 (3,297) (250)
Adjustment for pension
funding (1,013) - -
Other non cash movements - (54) (282)
Net cash inflow from operating
activities 3,853 1,156 11,498
6. Reconciliation of net cash
(outflow) inflow to movement in
net debt
(Decrease) increase in cash
for the period (927) (6,864) 4,347
Cash outflow from decrease
in debt and leasing finance 1,775 3,926 23,367
Change in net debt resulting
from cash flows 848 (2,938) 27,714
Unwinding of discount on loan - (1) (89)
Translation difference - (25) 25
Movement in net debt in the
period 848 (2,964) 27,650
Net debt at the beginning
of the period (13,099) (10,484) (40,749)
Net debt at the end of the
period (12,251) (13,448) (13,099)
Disclosed as:
Cash at bank and in hand 1,231 2,376 1,626
Overdraft (9,739) (5,162) (9,207)
Debt due within one year (3,086) (6,928) (4,702)
Debt due after one year (657) (3,734) (816)
(12,251) (13,488) (13,099)
Net debt/net assets (%) 27 27 28
7. Basis of preparation
Statutory financial information
The unaudited interim results have been prepared on a basis consistent with the
accounting policies set out in the Annual Report and Accounts for the eighteen
months ended June 30 2003. The interim results should therefore be read in
conjunction with the 2003 Annual Report and Accounts. The interim results for
the six months to December 31 2003, which were approved by the Board of
Directors on February 13 2004, do not comprise statutory accounts within the
meaning of section 240 of the Companies Act 1985. Full accounts for the eighteen
months ended June 30 2003, incorporating an unqualified auditors" report, have
been filed with the Registrar of Companies.
Copies of this report are being sent to shareholders, and are available to the
public at the Company"s registered office, 6 Stratton Street, London W1J 8LD.
Date: 16/02/2004 09:08:17 AM Produced by the JSE SENS Department
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