Interim Results
BICC PLC
18 August 1999
BICC plc - 1999 INTERIM RESULTS
-------------------------------
K E Y P O I N T S
- Retained businesses improve pre-exceptional operating profits by 23% to
£54 million
- Disposal of loss-making Communications and Energy Cables businesses
- Loss before tax of £392 million, reflecting losses and provisions
in respect of disposed businesses
- Net debt eliminated with further proceeds still to come
--------------------
Engineering, Construction and Maintenance
- Operating profits improve to £36 million
- Strong, good quality order book
- Major rail projects secured
- Further profit progress in UK and US contracting
- Andover Controls profits improve again
---------------------
Cable Systems and Services
- Brand-Rex operating profits improve by 14%
-----------------------
Capital Projects and Developments
- Significant profit progress as concessions begin to earn
- Good progress on construction
- Preferred bidder status achieved for further schemes
- Further PFI opportunities being pursued
------------------------
'Now that the disposal of our cables businesses has been largely
completed, BICC has emerged from a period of great trauma and
difficulty as a very different company. Results for the second half
of the year and thereafter will obviously be quite different in
shape and content from the highly abnormal situation shown in the
figures published today. Those businesses which now make up the
Company in its ongoing form all performed well in the first half of
the year, and continue to do so.
'Overall I am confident that we now have a real opportunity, in our
new form, to build a successful and growing business and thus create
value for shareholders.'
Viscount Weir, Chairman
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18 August 1999
BICC plc
--------
RESULTS FOR THE HALF-YEAR TO 3 JULY 1999
----------------------------------------
BICC plc, the international engineering, construction and services
group, today announced pre-tax profits before exceptional items for
the six months to 3 July 1999 of £16 million (1998: £46 million).
First half pre-exceptional operating losses in the Communications and Energy
Cables businesses disposed of during the first half of 1999 amounted to
£16 million. These businesses contributed profits of £23 million in
the first half of 1998. By contrast, the retained businesses of
Balfour Beatty, Capital Projects, Andover Controls and Brand-Rex
made first half pre-exceptional operating profits of £54 million, a 23%
increase on the first half of 1998 (£44 million).
Exceptional items totalling £408 million were incurred, comprising
the cost of provisions and the loss on disposal (including a charge
for goodwill of £295 million) arising on the sale of the Energy
Cable businesses.
Pre-exceptional earnings per share were 0.9p (1998: 4.7p). Together with the
results of the discontinued businesses, and the loss on
their disposal, this produces a loss per share of 91.6p.
The Board is recommending that an interim dividend of 2.0p be paid.
In his statement to shareholders, BICC Chairman, Viscount Weir, said:
'Now that the disposal of our cables businesses has been largely
completed, BICC has emerged from a period of great trauma and
difficulty as a very different company. Its continuing ongoing
business has Balfour Beatty as its principal operation, together
with Capital Projects, and Brand-Rex data cables and Andover
Controls. In contrast with the Company's former situation, it no
longer carries a heavy burden of debt, and the new shape of its
activities has resulted in it being reclassified by the Stock
Exchange in the Construction Sector.
'Those businesses which now make up the Company in its ongoing form
all performed well in the first half of the year, and continue to do
so. Their results are reviewed separately below.
'The results of the discontinued businesses, together with the heavy
loss on their disposal, produce a negative figure for earnings per
share which is largely without relevance in the context of the
ongoing business.
'As foreshadowed in my statement in the last Annual Report and
Accounts, an interim dividend of 2.0p will be paid on 4 January 2000.
Cash and Borrowings
-------------------
'The Group's net borrowings have been eliminated at the half year
as a result of receipt of the proceeds from the sales of the cables
businesses. Further income will be received in the second half from
the completion of the sales of our interests in the German and Dubai
operations. This, together with the historic pattern of second half
cash performance from the business, should result in further
improvement to the cash position at year end.
Performance of Continuing Businesses
------------------------------------
'The engineering, construction and maintenance activities performed
well in the first half of the year. Their overall operating profit
improved to £36 million despite pension charges which increased by
£3m, and after the anticipated reduction in margins from rail
maintenance which reflect the circumstances anticipated at the time
we first acquired these businesses.
'The UK Construction business made a steady improvement in its
performance, reflecting a more selective bidding policy, a stronger
focus on repeat customers and better management of the supply chain.
As a result it has a good order book both in terms of volume and of
quality.
'Rail is a key market for Balfour Beatty. I would, however, stress
that although rail maintenance in the UK is very important to them,
and they have a leading position in this area, their expertise and
activities are far wider than many other companies in this field
and enable them, both at home and abroad, to undertake complete
projects whether for electrification, upgrading or new construction.
They have such projects in hand today, for Amtrak in the United
States, for the West Coast Main Line and Channel Tunnel Rail Link at
home, and in the Far East. There remain good opportunities for growth.
'In early July, for example, it was announced that Balfour Beatty
was preferred bidder for the £185m maintenance contract from
Railtrack for the Wessex area. This, and other recently announced
contracts for Railtrack, further consolidate our position in this
business.
'In the United States, Balfour Beatty's operations in the growing
infrastructure market made further progress and they currently have
an order book of some $700m.
'Balfour Beatty has now successfully established itself in the US
in a chosen and limited number of specialist activities suited to
its skills and including tunnelling, seismic retrofit, and road
construction in Texas.
'While Major Projects in the construction field at home and overseas
are harder to come by than at some times in the past, we are not
without opportunities although we will continue with a selective
policy in bidding. A number of substantial opportunities are
currently being pursued.
'Turning to asset management in areas other than rail maintenance,
these activities are now better focused than in the past on suitable
opportunities, and Andover Controls is showing encouraging growth in
its main markets of the UK and the US while extending its sales
effort geographically.
'Brand-Rex, the data cable business, is achieving good growth across
Europe, and some tentative signs of recovery are apparent in
Asia-Pacific.
'In Capital Projects, our past successes in winning PFI projects in
areas such as hospitals and roads are now bringing tangible benefits
which started to emerge in the results for the first half of the
year. This process will accelerate in the course of time, and
meanwhile, the excellent team we have in this area is actively
pursuing new projects to add to our portfolio.
'Operating profits in the first half showed a marked improvement
from £5m to £13m as individual PFI concessions and capital projects
progressed to the operational phase and initial development costs
reduced. The Barking power generation investment performed well and
in line with expectations.
'The PFI road projects for the A1/M1, A35 and A50 are now complete
as far as construction is concerned, and our share of the concession
companies' results are beginning to be consolidated in our figures
for sales, operating profit and interest costs. A number of PFI concessions
are still to reach the operational phase, including the Durham and Edinburgh
hospitals and the A30 road.
'It should be noted that Capital Projects are becoming an increasingly
valuable part of the on-going business and in addition to income from the
equity in such projects, they will also generate additional income from
maintenance and asset management services.
'For the year as a whole, however, the results will clearly still
be heavily coloured by the events of the first half. Indeed, the
complexity of the transactions carried out in the first half and
the timescale required to completely resolve every issue may result
in some small additional adjustments. Moreover, the costs
associated with the considerable internal rationalisation and
reorganisation which is required following the disposals will result
in some further exceptional costs in the second half albeit on a
modest scale. I should also add that new accounting standards
affect the timing and manner in which provisions can now be taken.
Management Structure
--------------------
'As recently announced, Mike Welton, who has been Chief Executive of
Balfour Beatty for the last three years, will be taking over as
Chief Executive of BICC as of 1st September upon Alan Jones's
retirement. Balfour Beatty's results have improved dramatically
under his management.
'I need hardly repeat what I said at the time of that announcement,
when I stressed the debt owed to Mr Jones for the great contribution
he made to the Company's affairs during a period of much difficulty.
'Given the simplified scope of the Company as it is now
constituted, action is in hand to rationalise both management
structure and costs in line with its slimmer base.
Outlook
-------
'Results for the second half of the year and thereafter will
obviously be quite different in shape and content from the highly
abnormal situation shown in the figures published today and
basically will reflect the simpler and slimmer operating structure
of the group; the radical change from its previous high level of
debt; and the disposal of serious lossmakers.
'We are continuing to review the opportunities open to the Company
as it is now constituted, so that we have a clear plan as to the
priorities towards which we should best direct our efforts and
resources. In parallel, as already stated, we are working towards
a management structure and overhead cost appropriate to our new
shape.
'Overall, therefore, I am confident that we now have a real
opportunity, in our new form, to build a successful and growing
business and thus create value for shareholders.'
Enquiries to:-
Mike Welton, Chief Executive
Ron Henderson, Finance Director
Tim Sharp, Head of Corporate Communications
Tel 0171 629 6622
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The Interim Report for the period to 3 July 1999 will be posted on
19 August 1999 to holders of ordinary shares and preference shares.
Copies will also be available for members of the public at the
Company's registered office at Devonshire House, Mayfair Place,
London, W1X 5FH.
The interim 1999 dividend of 2.0p net will be paid on 4 January 2000
to ordinary shareholders on the register on 5 November 1999.
Dividend warrants will be posted on 29 December 1999, payable on
4 January 2000.
A preference dividend of 5.375p gross (4.8375p net at current tax
rate) will be paid on 1 January 2000 in respect of the six months
ending 31 December 1999 to preference shareholders on the register on
19 November 1999. Dividend warrants will be posted on
29 December 1999, payable on 1 January 2000.
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THE REFOCUSED GROUP
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PRINCIPAL BUSINESSES
--------------------
RAIL ENGINEERING AND SERVICES
-----------------------------
1998 Turnover £400m (of which £75m is in Major Projects and £250m is
in Asset Management)
Balfour Beatty is the UK's largest rail services company, and is an
international leader in major rail engineering projects.
It offers a complete service to the world's railways from design
through construction and commissioning to asset management and
maintenance.
MAJOR PROJECTS
--------------
1998 Turnover £375m (of which £75m is in Rail)
Balfour Beatty provides the full range of skills for the execution
of complex infrastructure projects worldwide, across all
disciplines and sectors.
It offers skills in project management, design and consultancy,
engineering, multidisciplinary management and financial and
commercial capabilities.
US CONSTRUCTION
---------------
1998 Turnover £180m
Balfour Beatty has a substantial and growing presence in the
fast-developing market for infrastructure construction in the USA.
It provides project management, engineering skills and execution of
major projects, principally in transportation, tunnelling and
seismic retrofit.
UK CONSTRUCTION
---------------
1998 Turnover £1,000m
Balfour Beatty undertakes the design, construction and refurbishment
of a wide range of buildings in the UK and overseas.
It also offers civil and other specialist engineering skills and
the design, supply, installation and commissioning of mechanical and
electrical services in the built environment.
ASSET MANAGEMENT
----------------
1998 Turnover £450m (of which £250m is in Rail)
Balfour Beatty, as well as being the UK's largest rail maintenance
company, has a growing portfolio of contracts for road term
maintenance and management. In premises management, the Group has
comprehensive management contracts for a number of major
organisations.
DATA CABLE SYSTEMS
------------------
1998 Turnover £125m
Brand-Rex is a market leader and worldwide specialist manufacturer
of structured cabling systems for data networks and other specialist
cable types. It provides a single source for customers looking for complete
systems and solutions for communications 'backbones'.
BUILDING MANAGEMENT CONTROLS
----------------------------
1998 Turnover £54m
Andover Controls is a leader in the design and manufacture of
advanced micro-computer based intelligent building control systems.
It has over 40,000 systems installed in a wide range of premise
types, worldwide.
CAPITAL PROJECTS
----------------
1998 Turnover £92m
BICC is one of the most successful participants in the UK
government's Private Finance Initiative with a growing portfolio
of roads, hospitals and power projects. It is also a 25.5%
shareholder in Barking Power, one of the first and biggest of the
UK's independently owned power stations.
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GROUP PROFIT AND LOSS ACCOUNT 1999 1998 1998
For the half-year ended first half first half year
3 July 1999 based on as as
unaudited figures restated restated
Notes £m £m £m
TURNOVER INCLUDING SHARE
OF JOINT VENTURES AND
ASSOCIATES 2 1,636 2,066 3,975
Less: share of turnover
of joint ventures (51) (87) (156)
share of turnover of
associates (82) (72) (149)
----- ----- -----
GROUP TURNOVER 1,503 1,907 3,670
___________________________
Continuing operations 1,070 1,056 2,204
Discontinued operations 433 851 1,466
___________________________
===== ===== =====
OPERATING PROFIT INCLUDING
SHARE OF JOINT VENTURES AND
ASSOCIATES
Group operating profit
before exceptional items 16 53 79
Share of operating profit
of joint ventures 9 - -
Share of operating profit
of associates 13 14 29
--- --- ---
38 67 108
Exceptional items charged
against operating profit
(including 1999 £2m continuing
operations) 3 (9) - (124)
--- --- ---
29 67 (16)
_________________________
Continuing operations 52 44 91
Discontinued operations (23) 23 (107)
_________________________
EXCEPTIONAL ITEMS
Fundamental restructuring costs 3 (2) (16) (27)
Loss on sale of operations 3 (423) (11) (7)
Provision for loss on sale
of Telecommunication
Cable businesses 3 26 - (26)
--- --- ---
(LOSS)/PROFIT BEFORE INTEREST (370) 40 (76)
Net interest payable:
Group (10) (14) (25)
Share of joint ventures' interest (7) (1) (2)
Share of associates' interest (5) (6) (11)
--- --- ---
(LOSS)/PROFIT BEFORE TAXATION (392) 19 (114)
Taxation 4 14 (10) (20)
--- --- ---
(LOSS)/PROFIT AFTER TAXATION (378) 9 (134)
Minority interests 1 (4) (5)
--- --- ---
(LOSS)/PROFIT FOR THE PERIOD (377) 5 (139)
Dividends:
Preference 5 (9) (8) (15)
Ordinary 7 (8) (17) (25)
--- --- ---
TRANSFER FROM RESERVES (394) (20) (179)
=== === ===
p p p
ADJUSTED EARNINGS PER ORDINARY
SHARE 0.9 4.7 6.6
Exceptional items after
attributable taxation
and minority interests (92.5) (5.4) (43.4)
---- ---- ----
LOSS PER ORDINARY SHARE 6 (91.6) (0.7) (36.8)
==== ==== ====
DILUTED LOSS PER ORDINARY SHARE 6 (91.6) (0.7) (36.8)
==== ==== ====
DIVIDENDS PER ORDINARY SHARE 7 2.0 4.0 6.0
==== ==== ====
GROUP BALANCE SHEET 1999 1998 1998
At 3 July 1999 first half first half year
based on unaudited figures as as
restated restated
Notes £m £m £m
FIXED ASSETS
Intangible assets - goodwill 3 26 3
Tangible assets 158 532 362
Investments - - 1
Investments in joint ventures:
_________________________
Share of gross assets 322 265 323
Share of gross liabilities (284) (217) (275)
_________________________
38 48 48
Investments in associates 17 29 30
--- --- ---
216 635 444
--- --- ---
CURRENT ASSETS
Businesses in the course of
disposal 18 - -
Stocks 95 292 244
Debtors - due within one year 623 889 814
- due after one year 94 109 111
Cash and deposits 226 146 184
----- ----- -----
1,056 1,436 1,353
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR
Borrowings and minority
redeemable capital (107) (175) (214)
Other (793) (1,108) (1,131)
----- ----- -----
NET CURRENT ASSETS 156 153 8
----- ----- -----
TOTAL ASSETS LESS CURRENT
LIABILITIES 372 788 452
CREDITORS: AMOUNTS FALLING
DUE AFTER MORE THAN ONE YEAR
Borrowings and minority
redeemable capital (118) (236) (99)
Other (23) (23) (37)
PROVISIONS FOR LIABILITIES
AND CHARGES (128) (130) (108)
---- ---- ----
103 399 208
==== ==== ====
CAPITAL AND RESERVES 8 102 365 199
MINORITY EQUITY INTERESTS 1 34 9
---- ---- ----
103 399 208
==== ==== ====
Capital and reserves include non-equity shareholders' funds of £177m.
GROUP CASH FLOW STATEMENT
For the half-year ended 1999 1998 1998
3 July 1999 based on first half first half year
unaudited figures Notes £m £m £m
Net cash flow from operating
activities 9 (95) (37) 170
Dividends from joint ventures
and associates 8 3 6
Returns on investments and
servicing of finance (26) (25) (46)
Taxation (10) (10) (24)
Capital expenditure and
financial investment (36) (44) (115)
Acquisitions and disposals
of businesses 312 (24) (20)
Ordinary dividends paid (25) (16) (31)
--- --- ---
CASH INFLOW/(OUTFLOW) BEFORE 9
USE OF LIQUID RESOURCES AND
FINANCING 128 (153) (60)
=== === ===
STATEMENT OF TOTAL RECOGNISED 1999 1998 1998
GAINS AND LOSSES first half first half year
For the half-year ended as as
3 July 1999 based on restated restated
unaudited figures £m £m £m
(Loss)/profit for the period (377) 5 (139)
Exchange adjustments 4 (5) (4)
Reduction in fixed asset
valuation surplus (2) - (27)
--- --- ---
TOTAL RECOGNISED GAINS AND
LOSSES FOR THE PERIOD (375) - (170)
=== === ===
NOTES
1 BASIS OF PRESENTATION
The interim financial statements have been prepared on the basis of
the accounting policies set out in the 1998 BICC plc Annual Report
& Accounts except as noted below.
Comparative figures have been restated to comply with FRS 12
Provisions and Contingencies. Provisions created in 1997 as
fundamental restructuring costs amounting to £29m together with
the associated tax relief of £6m have been reversed and recharged
in 1998 and 1999 when the costs were actually incurred or committed.
Similarly, provisions created in 1998 in connection with the
rationalisation of the discontinued cables businesses amounting to
£7m together with the associated tax relief have been reversed and
recharged in 1999. These restatements have had no effect on
shareholders' funds at 3 July 1999. In addition, £14m relating to
onerous contracts has been provided as a prior year adjustment
relating to periods prior to 1998.
The Energy cable and Telecommunication cable businesses sold in
1999, Optical Fibres and the businesses sold in 1998 under the
reorganisation of the Group's interests in Metal Manufactures,
which were mainly engaged in the manufacture and distribution of
building products, have been classified as discontinued.
2. SEGMENT ANALYSIS
Operating profit
before
Turnover exceptional items
1999 1998 1998 1999 1998 1998
first first year first first year
half half half half
£m £m £m £m £m £m
Engineering,
construction &
maintenance 1,060 1,033 2,184 36 35 69
Cable manufacturing,
related systems
& services 67 63 125 5 4 8
Capital projects
& developments 45 51 92 13 5 14
----- ----- ----- ----- ----- -----
1,172 1,147 2,401 54 44 91
Discontinued
operations 464 919 1,574 (16) 23 17
----- ----- ----- ----- ----- -----
1,636 2,066 3,975 38 67 108
===== ===== =====
Net interest payable (22) (21) (38)
--- --- ---
Profit before tax
and exceptional items 16 46 70
=== === ===
The Cable manufacturing, related systems and services segment
comprises the results of Brand-Rex only.
3. EXCEPTIONAL ITEMS
The loss on sale of discontinued operations arose on the disposal
of the Energy cable and Telecommunication cable businesses.
Goodwill of £295m was charged in respect of the Energy cable
disposal and £26m (previously provided in 1998) in respect of the
Telecommunication cable businesses. These transactions reduced
the Group's tax charge by £15m.
Exceptional items in 1999 comprise the costs of rationalisation
of the discontinued cables businesses (£7m as restated), the costs
arising from approaches made to the BICC plc Board by Wassall plc
(£2m) and fundamental restructuring costs (£2m as restated).
Exceptional items in 1998 comprised the costs of rationalising the
discontinued cables businesses (£18m as restated), asset impairment
provisions (£106m) and fundamental restructuring costs (£27m as
restated). Of the 1998 restatements, fundamental restructuring
costs of £16m arose in the first half.
In 1998, the net loss on sale of operations arose on the disposal
of the Group's interest in Metal Manufactures (£11m loss after
charging goodwill of £17m) and Optical Fibres (£4m profit).
4. TAXATION 1999 1998 1998
first half first half year
as restated as restated
£m £m £m
United Kingdom (15) 6 18
Overseas 1 4 2
--- --- ---
Tax (credit)/charge (14) 10 20
=== === ===
Exceptional items have reduced the Group's tax charge by £18m in
the first half 1999, £5m in the first half 1998 and £1m in 1998.
5. DIVIDENDS PER PREFERENCE SHARE
A preference dividend of 5.375p gross (4.8375p net) per cumulative
convertible redeemable preference share of 1p was paid in respect
of the six months ended 30 June 1999 on 1 July 1999 to holders of
these shares on the register on 21 May 1999. A preference dividend
of 5.375p gross (4.8375p net at current tax rate) per preference
share will be paid in respect of the six months ending on
31 December 1999 on 1 January 2000 to holders of these shares on
the register on 19 November 1999 by direct credit or, where no
mandate has been given, by warrants posted on 29 December 1999
payable on 1 January 2000.
6. LOSS PER ORDINARY SHARE
The calculation of the loss per ordinary share is based on the loss
for the period, after charging preference dividends, divided by the
weighted average number of ordinary shares in issue during the
period of 421m (1998 first half: 420m). There were no dilutive
potential ordinary shares at 3 July 1999. Adjusted earnings per
ordinary share before exceptional items have been disclosed to give
a clearer understanding of the Group's underlying trading
performance.
7. DIVIDENDS PER ORDINARY SHARE
The interim dividend will be paid on 4 January 2000 to ordinary
shareholders on the register on 5 November 1999 by direct credit
or, where no mandate has been given, by warrants posted on
29 December 1999 payable on 4 January 2000.
8. RECONCILATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 1999
first half
£m
At 1 January 1999 - as previously reported 207
Prior year adjustments (8)
---
At 1 January 1999 - as restated 199
Retained loss for the period (394)
Exchange adjustments 4
Goodwill 295
Reduction in fixed asset revaluation surplus (2)
---
At 3 July 1999 102
===
Prior year adjustments comprise provisions for onerous contracts
of £14m offset by the write-back of exceptional items now charged
in 1999 amounting to £9m with attributable tax relief of £3m.
9. NOTES TO THE CASH FLOW
STATEMENT 1999 1998 1998
first half first half year
£m £m £m
(a) Net cash flow from operating activities:
Group operating profit
before exceptional items 16 53 79
Depreciation 21 40 78
Exceptional items -
cash expenditure (29) (30) (34)
Working capital
(increase)/decrease (104) (99) 46
Other 1 (1) 1
--- --- ---
Net cash flow from
operating activities (95) (37) 170
=== === ===
(b) Reconciliation of net cash/(borrowings) and
minority redeemable capital:
Opening net borrowings and
minority redeemable capital (129) (180) (180)
Cash inflow/(outflow) before
use of liquid resources
and financing 128 (153) (60)
Disposal of businesses -
borrowings at date of
disposal 5 58 108
Exchange adjustments (3) 10 3
--- --- ---
Closing net cash/(borrowings)
and minority redeemable
capital 1 (265) (129)
=== === ===
At 3 July 1999, net borrowings of joint ventures and associates
supported by the Group were £5m (1998: full year £5m, half year £5m).
The interim financial statements were approved by the directors on
17 August 1999. Comparative figures (as restated - see note 1 above)
have been extracted from the 1998 BICC plc Annual Report & Accounts
on which the auditors gave an unqualified report and which have been
filed with the Registrar of Companies.