Interim Results
Balfour Beatty PLC
17 August 2005
BALFOUR BEATTY PLC
INTERIM RESULTS FOR THE SIX MONTHS TO 2 JULY 2005
Financial Summary
2005 2004 pro 2004
forma+
Revenue including joint ventures
and associates £2,308m £2,026m £2,026m
Profit before tax from continuing
operations
- before exceptional items £52m £44m £53m
- after exceptional items £67m £49m £56m
Earnings per share
- adjusted* 9.3p 10.1p 10.4p
- basic 13.4p 10.9p 9.6p
Financing
- Net cash before PPP subsidiaries £299m £121m £121m
- Net borrowings of PPP subsidiaries
(non-recourse) £(247m) £(238)m £(238)m
* Before exceptional items and the premium arising on the buy-back of preference
shares, and including the results of discontinued operations
+ Including the impact of IAS 32 and IAS 39 on first half 2004 numbers
Highlights
• Continuing growth in comparable pre-tax profits
• Strong operating cash performance
• Earnings per share impacted by increased tax charge
• Interim dividend up 23% at 3.5p (2004: 2.85p)
• Order book at record £7.4bn, up 9% since year end
• Bassetlaw and North Lanarkshire Schools PFIs reach financial close
• Acquisitions of UK ground engineering specialist and German rail signalling
business
'The period saw satisfactory results in most of our businesses and strong order
intake, most notably in the UK utilities market. In the US, management changes,
reorganisation and other steps taken to address the poor performance of the last
two years have begun to show results, with a significantly improved performance
in the civil engineering business. We expect our seasonal performance to resume
its normal pattern and anticipate that 2005 as a whole will be a year of good
progress.'
Sir David John, Chairman Ian Tyler, Chief Executive
BALFOUR BEATTY PLC
INTERIM RESULTS FOR THE SIX MONTHS TO 2 JULY 2005
INTERNATIONAL FINANCIAL REPORTING STANDARDS
These results are the Group's first to be presented under International
Financial Reporting Standards (IFRS). While the new standards have little impact
on the results in Balfour Beatty's contracting sectors (Building, Engineering
and Rail), two of the new standards, IAS 32 and IAS 39, relating to financial
instruments, fundamentally affect the way we account for our interests in PFI/
PPP concessions and for our preference shares. The results presented in the
formal accounts reflect the application of these standards to first half 2005
results but not to those for the first half of 2004, with a consequent impact on
comparability.
In order to provide appropriate period-to-period comparisons, in addition to the
formal accounts we have provided 'pro forma' first half and full year 2004
results, including the impact of IAS 32 and IAS 39, following this statement.
FIRST HALF YEAR RESULTS
Balfour Beatty, the international engineering, construction and services group,
today announced profits from continuing operations before tax and exceptional
items for the six months to 2 July 2005 of £52 million (2004: £44 million*).
Adjusted earnings per share were 9.3p (2004: 10.1p*), reflecting an increased
tax charge following £4 million Advance Corporation Tax credits in the first
half of 2004.
The Board has declared an interim dividend increased by 23% to 3.5p per
ordinary share (2004: 2.85p). This represents a rebased level, following the
trend in recent periods of earnings per share growth to outstrip dividend
growth.
There was a net exceptional profit after tax of £17 million in the first half of
2005, arising from the receipt of initial distributions by Barking Power from
the administrators of TXU Europe, of which Balfour Beatty's share was
£24 million after tax. This was offset by the premium paid on the purchase of
preference shares (£3 million), together with the cost of repaying a US$120
million term loan (£4 million after tax). Pre-tax profit for the period from
continuing operations, including exceptional items, stood at £67 million (2004:
£49 million*) and basic earnings per share rose to 13.4p (2004: 10.9p*).
Cash performance was again strong and period-end net cash stood at £299 million
(2004: £121 million) before taking account of the consolidation of £247 million
non-recourse net debt (2004: £238 million) in the PPP road and street lighting
concession companies which are wholly owned by Balfour Beatty.
The period-end order book at a record £7.4 billion was up by 14% since June 2004
(£6.5 billion) and by 9% since the year end (£6.8 billion).
Revenue, including the Group's share of joint ventures and associates, at
£2,308 million (2004: £2,026 million), was up by 14% on the first half of 2004.
* Including the impact of IAS 32 and IAS 39 on first half 2004 numbers
First Half Year in Brief
The Board
Ian Tyler succeeded Mike Welton as Chief Executive on 1 January 2005.
Operations
The period saw satisfactory results in most of our businesses and strong order
intake, most notably in the UK utilities market. In the US, management changes,
reorganisation and other steps taken to address the poor performance of the last
two years have begun to show results, with a significantly improved performance
in the civil engineering business. However, losses on a US rail contract and US
litigation settlement costs have impacted first half results.
We have continued our review of the Group's strategy and the options available
for further improving the business mix.
Acquisitions
The JCM Group, acquired in February 2005, gives Heery, our US project and
programme management company, a substantial presence in southern California.
This follows the purchase of HLM, a recognised leader in the planning and design
of US healthcare projects in October 2004. Since the half year, the Group has
acquired Pennine, a UK ground engineering specialist, for £8 million, and agreed
to acquire SBB, a German rail signalling company, for €14 million. Pennine will
strengthen the Group's presence in the UK foundations market and SBB will
broaden the range of the services which we offer to Deutsche Bahn in Germany.
Metronet
The operating and financial performance of Metronet, the London Underground PPP
concession company in which Balfour Beatty has a 20% interest, remains
satisfactory and improvements in existing asset performance have continued.
The 30-year capital works programme required to upgrade and renew the asset,
made possible only by the adoption of a PPP approach, is enormous in its scope
and complexity. In its early stages of development, some aspects of the
programme are behind their original schedule. Metronet is confident that any
delays will be recovered as start-up problems are addressed and resolved by the
new management team appointed this year.
Hatfield
Charges of manslaughter against Balfour Beatty Rail Infrastructure Services
(BBRIS) and two of its former employees in respect of the Hatfield rail accident
of October 2000 were dismissed in July of this year. BBRIS has subsequently
entered a qualified plea of guilty in respect of charges under the Health and
Safety At Work Act. The trial of the other accused parties continues.
BUSINESS SECTORS
Building, Building Management and Services
Profits from operations, before exceptional items, in this sector fell from £14
million in the first half of 2004 to £8 million in the first half of 2005.
Performance was generally good, particularly in Mansell, which won substantial
amounts of new work. However, losses were incurred on a small number of
construction contracts, largely as a result of raw material cost inflation
between contract and project execution.
Order intake has been very strong, with several major new contracts secured in
recent months, most notably under the North Lanarkshire and Bassetlaw Schools
PFI projects. Preferred bidder status was also achieved for two new Ambulatory
Care and Diagnostic Centres, a major hospital development scheme in Glasgow.
These three contracts will be worth more than £400 million. The substantial
orders won by Mansell were largely in the social housing sector and for the
United States Air Force at Lakenheath in Suffolk.
The first phase of University College London Hospital was handed over on time
and budget, as was the major office development project at Waverleygate in
Edinburgh. The substantial enabling works for the new Birmingham Hospital
continued satisfactorily.
A significantly stronger performance is expected in the building sector in the
second half of the year.
Civil and Specialist Engineering and Services
Profits from operations, before exceptional items, in the engineering sector
more than doubled to £17 million (2004: £8 million). This was very largely due
to a significantly improved performance from Balfour Beatty Construction Inc in
the US where losses were markedly reduced. Elsewhere in the sector, performance
was steady.
Order intake in the engineering sector has been strong during the course of the
year so far. Balfour Beatty Utilities has been extremely successful in its
bidding activities following last year's regulatory reviews in the gas and water
sectors. In February, the £380 million contract to renew all the gas mains in
Greater Manchester was secured from National Grid Transco. Major new long-term
service contracts were also awarded by Anglian Water, United Utilities, Severn
Trent Water, Yorkshire Water and South West Water to a total additional value of
over £700 million.
In March, Balfour Beatty Civil Engineering, now in the final stages of widening
the M25 adjacent to Heathrow Airport, was awarded the £241 million contract to
widen the M1 between Junctions 6A and 10.
There were some notable successes for Gammon in Hong Kong, including winning
contracts for a major casino and hotel complex in Macau, civil works for the
Southern Link project for the Kowloon and Canton Railway Corporation and for
road maintenance in Hong Kong.
The new £132 million M77 motorway and Glasgow Southern Orbital relief road
project was handed over in April to time and budget.
In August, the acquisition was announced of Pennine, the UK ground engineering
specialist. Balfour Beatty is, through Stent Foundations, already a leader in
the piling sector and this acquisition provides a strong complementary presence
in ground engineering.
The good progress of the first half in this sector is expected to be maintained
in the second half of the year.
Rail Engineering and Services
In this sector, profits from operations, before exceptional items, at £20
million (2004: £23 million) reflected a sound performance despite reduced UK
volumes following the loss of the maintenance contracts which were taken back
in-house by Network Rail in the middle of last year. Profits were enhanced by
contract settlements in UK rail renewals.
Performance under the substantial long-term programmes of track renewal being
undertaken for Network Rail and under the London Underground PPP project was
satisfactory, as was that on the West Coast Main Line electrification project
and at Heathrow Terminal 5.
Conditions in the US rail market continue to offer challenges to the Group.
Problems in respect of a signalling contract continued to impact performance
adversely.
In Germany, demand remained depressed, while electrification work in Italy
continued to be buoyant and progress was good on the current phase of the Metro
do Porto contract. Two new projects were secured in Sweden with a total value of
approximately £50 million.
In July, we agreed to acquire SBB, the leading German signal specialist. This
acquisition will further broaden Balfour Beatty's signalling capability and
helps develop Balfour Beatty Rail Power Systems' strong existing relationship
with Deutsche Bahn.
Performance in the rail sector is expected to remain satisfactory in the second
half of the year.
Investments and Developments
Profits from operations, before exceptional items, in the Investments and
Developments sector at £8 million were marginally ahead of 2004 (£7 million).
Much of the profits derived from assets in this sector are now accounted for as
investment income. Operating concession performance was satisfactory, including
contributions from Metronet and Barking Power in line with those of the first
half of 2004. Barking Power also received initial distributions from the
administrator of TXU Europe, with Balfour Beatty taking its share of £24
million, net of tax, as an exceptional profit. The cash has been retained within
Barking Power.
During the first half of the year, concessions for both University College
London Hospital (Phase 1) and the M77/Glasgow Southern Orbital road became
operational.
In June, the £140 million North Lanarkshire Schools project reached financial
close, followed in mid-July by the £127 million Bassetlaw Schools project in
north Nottinghamshire. Work continues to bring the £520 million Birmingham
Hospital and the £60 million Birmingham Schools projects, for which Balfour
Beatty is preferred bidder, to financial close in the second half of the year.
We are also preferred bidder for the £250 million Pinderfields Hospital in
Yorkshire, for which a new design was recently approved and financial close is
expected in 2006.
Balfour Beatty now has 17 operational concessions and has committed some
£238 million of equity to the PPP market. The prequalification and bidding
pipeline remains strong.
Andover Controls
Andover Controls contributed £7 million of operating profit in the first half of
2004. The company was sold in July 2004 for US$403 million.
OUTLOOK
Trading prospects in our key markets continue to be positive, although the
medium-term outlook in UK and German rail remains unclear. Significant new
orders have been won already in the second half of the year and bidding
opportunities in most of our markets remain encouraging.
Our investment in PPP/PFI is continuing. Two further concessions are likely to
have reached financial close before the year end. Three other major concessions
will be at preferred bidder stage. We anticipate that recovery in US civil
engineering will continue and that there will be good progress in the building
sector in the second half of the year.
We have substantial net cash. During the year, we have made good progress in
developing our strategy with a view to maintaining, in the long-term, our
successful trend of profits and earnings growth.
We expect our seasonal performance to resume its normal pattern and anticipate
that 2005 as a whole will be a year of good progress.
ENDS
Enquiries to:- Ian Tyler, Chief Executive
Anthony Rabin, Finance Director
Tim Sharp, Head of Corporate Communications
Tel: 020 7216 6800
www.balfourbeatty.com
* * * * * * * *
Balfour Beatty is a world-class engineering, construction and services group,
well positioned in infrastructure markets which offer significant growth
potential. Its partnerships with public and private customers generate secure,
sustainable income. Its financial position, with significant net cash and with
strong operating cash flows, offers continuing flexibility to add additional
capacity and expertise to the business mix and to make appropriate investments
in PPP and other long-term growth opportunities.
* * * * * * * *
High resolution photographs are available to the media free of charge at
www.newscast.co.uk (+44 (0)20 7608 1000).
A presentation to analysts and investors will be made at JPMorgan Cazenove,
20 Moorgate, London EC2 at 10.00 am.
A recording of this presentation will be available on www.balfourbeatty.com on
17 August 2005.
The slides presented to the analysts and investors are also available on
www.balfourbeatty.com.
* * * * * * * *
The Interim Report for the six months to 2 July 2005 together with the
Independent Review Report of Deloitte & Touche LLP will be posted on 22 August
2005 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 130
Wilton Road, London, SW1V 1LQ and the Report can be viewed on the Company's
website at www.balfourbeatty.com.
The interim 2005 dividend of 3.5p net per ordinary share will be paid on 3
January 2006 to holders of these shares on the register on 28 October 2005 by
direct credit or, where no mandate has been given, by cheque posted on 29
December 2005 payable on 3 January 2006. The ordinary shares will be quoted
ex-dividend on 26 October 2005.
A preference dividend of 5.375p gross (4.8375p net at current tax rate) per
cumulative convertible redeemable preference share will be paid in respect of
the six months ending 31 December 2005 on 1 January 2006 to holders of these
shares on the register on 26 November 2005 by direct credit or, where no mandate
has been given, by cheque posted on 29 December 2005 payable on 1 January 2006.
The preference shares will be quoted ex-dividend on 24 November 2005.
Group income statement
For the half-year ended 2 July 2005 based on unaudited figures
2005 2004 2004
first half first half year
Before Exceptional Before Exceptional Before Exceptional
exceptional items exceptional items exceptional items
items (Note 6) Total items (Note 6) Total items (Note 6) Total
Notes £m £m £m £m £m £m £m £m £m
Revenue including
share of joint
ventures and
associates 2,308 - 2,308 2,026 - 2,026 4,239 - 4,239
Share of revenue
of joint ventures
and associates 3 (494) - (494) (334) - (334) (749) - (749)
Group revenue 1,814 - 1,814 1,692 - 1,692 3,490 - 3,490
Group operating
profit 24 - 24 29 3 32 58 (2) 56
Share of results
of joint ventures
and associates 3 19 24 43 13 - 13 36 - 36
Profit from
operations 43 24 67 42 3 45 94 (2) 92
Investment income 4 29 - 29 26 - 26 56 - 56
Finance costs 5 (20) (9) (29) (15) - (15) (28) - (28)
Profit before
taxation 52 15 67 53 3 56 122 (2) 120
Taxation 7 (12) 2 (10) (9) (1) (10) (23) (5) (28)
Profit for the
period from
continuing
operations 40 17 57 44 2 46 99 (7) 92
Profit for the
period from
discontinued
operations 8 - - - 7 - 7 8 160 168
Profit for the
period 40 17 57 51 2 53 107 153 260
Preference
dividends 5 - - - (7) - (7) (13) - (13)
Premium paid on
buy-back of
preference shares - - - (5) - (5) (6) - (6)
Profit for the
period
attributable to
equity
shareholders 40 17 57 39 2 41 88 153 241
2005 2004 2004
first first year
half half pence
pence pence
Basic earnings per
ordinary share
- Continuing
operations 10 13.4 8.0 17.3
- Discontinued
operations 10 - 1.6 40.1
13.4 9.6 57.4
Diluted earnings per
ordinary share
- Continuing
operations 10 13.2 7.9 17.2
- Discontinued
operations 10 - 1.6 39.7
13.2 9.5 56.9
Dividends
proposed for the
period 9 3.50 2.85 6.60
Group statement of recognised income and expense
For the half-year ended 2 July 2005 based on unaudited figures
2005 2004 2004
first first year
half half
£m £m £m
Actuarial losses on
retirement benefit
obligations - - (17)
Losses on cash flow hedges (14) - -
Fair value revaluation of
PFI/PPP financial assets 19 - -
Tax on items taken directly
to equity (1) - 3
Exchange adjustments 2 (2) 1
Net income/(expense)
recognised directly in equity 6 (2) (13)
Profit for the period from
continuing operations 57 46 92
Profit for the period from
discontinued operations - 7 168
Total recognised income for
the period 63 51 247
Attributable to:
Equity shareholders 63 44 234
Non-equity shareholders - 7 13
63 51 247
Group balance sheet
At 2 July 2005 based on unaudited figures
2005 2004 2004
Notes first first year
half half
£m £m £m
Non-current assets
Goodwill 276 286 279
Property, plant and equipment 156 146 149
Investments in joint ventures and associates 13 252 137 189
Investments 42 36 42
PFI/PPP financial assets 356 255 282
Deferred tax assets 64 100 87
Trade and other receivables 52 45 41
1,198 1,005 1,069
Current assets
Inventories 58 53 50
Due from customers for contract work 267 228 218
Derivative financial instruments 1 - -
Trade and other receivables 520 590 563
Cash and cash equivalents
- PFI/PPP subsidiaries 23 39 30
- other 306 197 388
1,175 1,107 1,249
Non-current assets classified as held for
sale - 57 -
Total assets 2,373 2,169 2,318
Current liabilities
Trade and other payables (983) (993) (946)
Due to customers for contract work (251) (206) (264)
Derivative financial instruments
- PFI/PPP subsidiaries (14) - -
- other (4) - -
Current tax liabilities (31) (42) (38)
Borrowings
- PFI/PPP non-recourse term loans (14) (13) (13)
- other (7) (9) (15)
(1,304) (1,263) (1,276)
Non-current liabilities
Borrowings
- PFI/PPP non-recourse term loans (256) (264) (261)
- other - (67) (62)
Liability component of preference shares (99) - -
Trade and other payables (68) (72) (58)
Deferred tax liabilities (2) (1) (2)
Retirement benefit obligations (256) (255) (254)
Provisions (111) (113) (103)
(792) (772) (740)
Liabilities directly associated with non-current assets
classified as held for sale - (14) -
Total liabilities (2,096) (2,049) (2,016)
Net assets 277 120 302
Capital and reserves
Called-up share capital 213 212 213
Share premium account 24 148 150
Equity component of preference shares 18 - -
Special reserve 178 185 181
Other reserves (156) (425) (242)
277 120 302
Equity interests 277 (17) 166
Non-equity interests - 137 136
Equity/shareholders' funds 277 120 302
Group cash flow statement
For the half-year ended 2 July 2005 based on unaudited figures
2005 2004 2004
first first year
half half
Notes £m £m £m
Cash flows from operating activities
Cash generated from operations 14 (a) 89 109 148
Income taxes paid (12) (16) (41)
Net cash from operating activities 77 93 107
Cash flows from investing activities
Dividends received from joint
ventures and associates 6 2 8
Acquisition of businesses, net of
cash and cash equivalents acquired (6) 25 (17)
Purchase of property, plant and
equipment (29) (20) (51)
Investment in and loans made to
joint ventures and associates (4) (5) (11)
Investment in financial assets (16) (34) (65)
Disposal of businesses, net of cash
and cash equivalents disposed - 1 217
Disposal of property, plant and
equipment 4 5 13
Disposal of investments 2 - 51
Net cash (used in)/from investing
activities (43) (26) 145
Cash flows from financing activities
Proceeds from issue of ordinary
shares 3 1 4
Purchase of ordinary shares (1) (1) (2)
Proceeds from new loans 2 8 6
Repayment of loans (72) (6) (12)
Finance lease principal repayments (2) (2) (2)
Buy-back of preference shares (9) (18) (20)
Ordinary dividends paid (28) (11) (25)
Interest received 26 18 47
Interest paid (14) (15) (24)
Premium paid on repayment of US
Dollar term loan (9) - -
Preference dividends paid (13) (7) (15)
Net cash used in financing
activities (117) (33) (43)
Net (decrease)/increase in cash and
cash equivalents (83) 34 209
Effects of exchange rate changes - 1 (1)
Cash and cash equivalents at
beginning of period 406 198 198
Cash and cash equivalents at end of
period 14 (b) 323 233 406
Group statement of changes in equity
For the half-year ended 2 July 2005 based on unaudited
figures
2005 2004 2004
first first year
half half
Notes £m £m £m
Total recognised income and expense
attributable to equity shareholders 63 44 234
Ordinary dividends 9 (16) (14) (26)
Premium paid on buy-back of
preference shares - (5) (6)
Issue of ordinary shares 3 1 4
Buy-back of preference shares -
carrying value in
equity/shareholders' funds (1) (13) (14)
Movements relating to share-based
payments 1 1 4
50 14 196
Shareholders' funds at beginning of
period 302 106 106
Implementation of IAS 32 and IAS 39 1 (75) - -
Equity/shareholders' funds at end of
period 277 120 302
Notes
1 Basis of presentation
The interim financial statements have been prepared for the first time in accordance with the
recognition and measurement criteria of International Financial Reporting Standards (IFRS),
which have been adopted from 1 January 2004.
As permitted by IFRS 1 'First-time Adoption of IFRS', the Group has adopted IAS 32 and IAS 39
'Financial Instruments' prospectively from 1 January 2005, and comparative figures have not
been restated. These standards have a significant impact on the Group and particularly affect
the accounting for the Company's convertible redeemable preference shares, the hedging
activities of the Group's PFI/PPP concessions and their income which, in accordance with the
International Financial Reporting Interpretations Committee (IFRIC)'s draft interpretations on
service concessions, D12 to D14, is determined under IAS 39 to be a financial asset. The
adoption of IAS 32 and IAS 39 has reduced the Group's net assets as follows:
£m
Net assets at 31 December 2004 302
Preference shares - liability element and deferred tax (113)
Group derivatives (3)
PFI/PPP concessions - derivatives (46)
PFI/PPP concessions - financial assets 87
Net assets at 1 January 2005 227
The accounting policies used in the interim financial statements are consistent with those that
the Directors intend to use in the annual financial statements, but some changes to these
policies may be necessary if there are changes to IFRIC's draft interpretations on service
concessions or those standards yet to be endorsed by the European Commission.
The accounting policies are set out in Section 5 of the IFRS report published by the Company on
23 June 2005 and are available on its website (at www.balfourbeatty.com/bbeatty/ir/ifrs/).
2 Segment analysis - continuing operations
For the period ended 2 July 2005
Building, Civil and
building specialist Rail
management engineering engineering Investments
Performance by and and and and Corporate
activity: services services services developments costs Total
£m £m £m £m £m £m
Group revenue 788 633 367 26 - 1,814
Group operating profit 6 12 20 (4) (10) 24
Share of results of joint
ventures and associates 2 5 - 12 - 19
Profit from operations
before exceptional items 8 17 20 8 (10) 43
Exceptional items - - - 24 - 24
Profit from operations 8 17 20 32 (10) 67
Investment income 29
Finance costs (29)
Profit before taxation 67
Performance by
geographic origin: Europe North America Other Total
£m £m £m £m
Group revenue 1,590 218 6 1,814
Profit from operations
before exceptional items 58 (16) 1 43
Exceptional items 24 - - 24
Profit from operations 82 (16) 1 67
For the period ended 26 June 2004
Building, Civil and
building specialist Rail
management engineering engineering Investments
Performance by and and and and Corporate
activity: services services services developments costs Total
£m £m £m £m £m £m
Group revenue 690 586 374 42 - 1,692
Group operating profit 12 5 25 (3) (10) 29
Share of results of joint
ventures and associates 2 3 (2) 10 - 13
Profit from operations
before exceptional items 14 8 23 7 (10) 42
Exceptional items - - 3 - - 3
Profit from operations 14 8 26 7 (10) 45
Investment income 26
Finance costs (15)
Profit before taxation 56
Performance by
geographic origin: Europe North America Other Total
£m £m £m £m
Group revenue 1,518 172 2 1,692
Profit from operations
before exceptional items 61 (18) (1) 42
Exceptional items 3 - - 3
Profit from operations 64 (18) (1) 45
For the year ended 31 December 2004
Building, Civil and
building specialist Rail
management engineering engineering Investments
Performance by and and and and Corporate
activity: services services services developments costs Total
£m £m £m £m £m £m
Group revenue 1,468 1,144 800 78 - 3,490
Group operating profit 32 7 45 (9) (17) 58
Share of results of joint
ventures and associates 2 9 (1) 26 - 36
Profit from operations
before exceptional items 34 16 44 17 (17) 94
Exceptional items - 1 (3) - - (2)
Profit from operations 34 17 41 17 (17) 92
Investment income 56
Finance costs (28)
Profit before taxation 120
Performance by
geographic origin: Europe North America Other Total
£m £m £m £m
Group revenue 3,107 377 6 3,490
Profit from operations
before exceptional items 137 (45) 2 94
Exceptional items 15 (18) 1 (2)
Profit from operations 152 (63) 3 92
3 Share of results of joint ventures
and associates
2005 2004 2004
first half first year
half
£m £m £m
Share of revenue of joint
ventures and associates 494 334 749
Operating profit before
exceptional items 21 21 44
Investment income 29 27 56
Finance costs (22) (29) (49)
Taxation (9) (6) (15)
Share of results of joint ventures and associates
before exceptional items 19 13 36
4 Investment income
2005 2004 2004
first first year
half half
£m £m £m
PFI/PPP non-recourse - interest on financial assets 18 18 34
PFI/PPP subordinated debt interest receivable 3 3 9
Other interest receivable and similar income 8 5 13
29 26 56
5 Finance costs
2005 2004 2004
first first year
half half
£m £m £m
PFI/PPP non-recourse - other interest payable 9 10 18
Other interest payable - bank loans and overdrafts 2 2 2
- finance leases - - 1
- other loans 2 3 7
13 15 28
Preference shares - finance cost 7 - -
20 15 28
Exceptional items - premium on buy-back of preference shares 3 - -
- net premium on repayment of US Dollar term
loan 6 - -
29 15 28
The finance cost and premium on buy-back of preference shares are treated as finance
costs under IAS 32 from adoption on 1 January 2005, but were previously treated as
appropriations of profit for the period.
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
2005 on 1 July 2005 to holders of these shares on the register on 27 May 2005. A
preference dividend of 5.375p gross (4.8375p net at current tax rate) per cumulative
convertible redeemable preference share will be paid in respect of the six months ending
31 December 2005 on 1 January 2006 to holders of these shares on the register on 26
November 2005 by direct credit or, where no mandate has been given, by cheque posted on
29 December 2005 payable on 1 January 2006. These shares will be quoted ex-dividend on
24 November 2005.
6 Exceptional items
2005 2004 2004
first first year
half half
£m £m £m
(a) Credited to/(charged against) profit from operations
Group operating profit - cancellation of Network Rail maintenance
contracts - 3 7
- pension settlement gain - - 8
- profit on sale of Hong Kong business - - 1
- impairment of goodwill - - (18)
Share of results of joint ventures and associates
- TXU distributions to Barking Power Ltd 24 - -
24 3 (2)
(b) Charged to finance costs
- premium on buy-back of preference shares (3) - -
- net premium on repayment of US Dollar term
loan (6) - -
Credited to/(charged against) profit before taxation 15 3 (2)
Taxation thereon 2 (1) (5)
Credited to/(charged against) profit for the period from
continuing operations 17 2 (7)
(c) Credited to profit for the period from discontinued operations
- profit on sale of operations - - 160
Credited to profit for the period 17 2 153
In accordance with its IFRS accounting policies, the Group has presented and disclosed
items of income and expense which are both material and non-recurring as 'exceptional
items'.
(a) The exceptional item credited to profit from operations in share of results of joint
ventures and associates in 2005 arises in Barking Power Ltd in which the Group holds a
25.5% interest. In November 2002, TXU Europe, whose subsidiaries are respectively a
shareholder and customer of Barking Power Ltd, entered administration. As a result, the
long-term electricity supply contract with a TXU subsidiary was terminated, triggering
an entitlement to payment for damages, for which Barking Power Ltd lodged a substantial
claim. In December 2004, Barking Power Ltd reached an agreement in principle with the
administrators on the value of its claim at £179m. The Group's share of the gain arising
from the initial distributions received from TXU was £24m, after charging taxation of
£10m.
Exceptional items credited to profit from operations in 2004 arose in respect of the
resolution of certain matters (first half £3m, full year £7m) previously provided for in
2003 in relation to the cancellation of three Network Rail maintenance contracts; an £8m
settlement gain on curtailment of the Railways Pension Scheme; a profit of £1m arising on
the transfer of the Group's construction contracts in progress in Hong Kong to the Gammon
Skanska Group following the acquisition of a 50% interest in that business; and a
goodwill impairment charge of £18m in respect of Balfour Beatty Rail Inc.
(b) The exceptional items charged against finance charges in 2005 are the premium of £3m
arising on the repurchase for cancellation of 5.6m preference shares at a cost of £9m,
and the net premium of £6m arising from the repayment of the US Dollar term loan.
(c) The exceptional item credited to profit for the period from discontinued operations in
2004 comprised the gain arising on the disposal of Andover Controls amounting to £160m,
after charging taxation of £12m.
7 Taxation
2005 2004 2004
first first year
half half
£m £m £m
UK current tax 6 8 29
UK advance corporation tax - (4) (17)
Foreign current tax 2 2 4
Deferred tax 2 4 12
10 10 28
Corporation tax for the period is charged at 36% (2004: full year 27%,
but on a 'pro forma' basis 32%), representing the best estimate of the
weighted average annual corporation tax rate expected for the full
financial year.
8 Discontinued operations
Andover Controls, sold in July 2004, has been classified as discontinued. The profit for
the year from discontinued operations comprises the post-tax results of Andover Controls
(2004: first half £7m, full year £8m) and the profit on sale of Andover Controls (2004:
full year £160m).
9 Dividends on ordinary shares
2005 2004 2004
first half first half year
Per Amount Per Amount Per Amount
share share share
pence £m pence £m pence £m
Proposed dividends for the period:
Interim 2004 - - 2.85 12 2.85 12
Final 2004 - - - - 3.75 16
Interim 2005 3.50 15 - - - -
3.50 15 2.85 12 6.60 28
Recognised dividends for the
period:
Final 2003 - 14 14
Interim 2004 - - 12
Final 2004 16 - -
16 14 26
The interim 2005 dividend will be paid on 3 January 2006 to holders of ordinary shares on
the register on 28 October 2005 by direct credit or, where no mandate has been given, by
cheque posted on 29 December 2005 payable on 3 January 2006. These shares will be quoted
ex-dividend on 26 October 2005.
10 Earnings per share
2005 2004 2004
first half first half year
Basic Diluted Basic Diluted Basic Diluted
£m £m £m £m £m £m
Earnings
- Continuing operations 57 57 34 34 73 73
- Discontinued operations - - 7 7 168 168
57 57 41 41 241 241
Premium on buy-back of preference
shares - 5 6
Exceptional items (17) (2) (153)
Adjusted earnings 40 44 94
m m m m m m
Weighted average number of
ordinary shares 423.0 428.4 418.7 423.6 419.4 423.6
Earnings per share pence pence pence pence pence pence
- Continuing operations 13.4 13.2 8.0 7.9 17.3 17.2
- Discontinued operations - - 1.6 1.6 40.1 39.7
13.4 13.2 9.6 9.5 57.4 56.9
Premium on buy-back of preference
shares - 1.3 1.5
Exceptional items (4.1) (0.5) (36.4)
Adjusted earnings per share 9.3 10.4 22.5
The calculation of basic earnings is based on profit from continuing operations
after charging preference dividends and appropriations arising on the buy-back of
preference shares. The weighted average number of shares used to calculate diluted
earnings per share has been adjusted for the conversion of share options. No
adjustment has been made in respect of the potential conversion of the cumulative
convertible redeemable preference shares, the effect of which would have been
antidilutive throughout each period. Adjusted earnings per ordinary share, before
exceptional items and appropriations arising on the buy-back of preference shares
and including the results of discontinued operations, have been disclosed to give a
clearer understanding of the Group's underlying trading performance.
11 Acquisitions
On 17 February 2005, the Group acquired JCM Group in the USA for an initial
consideration of US$9m, deferred consideration of US$1m and costs of US$2m. The
provisional fair value of net assets acquired was US$4m and provisional goodwill
arising was US$8m.
12 PFI/PPP subsidiaries
The Group has a 100% interest in four PFI/PPP concessions through its shareholdings
in Connect Roads Ltd, Connect M77/GSO Holdings Ltd and Connect Roads Sunderland
Holdings Ltd. The performance of these PFI/PPP concessions (since becoming
subsidiaries as appropriate) and their balance sheets are summarised below:
2005 2004 2004
first first year
half half
£m £m £m
Income statement
Group revenue 24 42 78
Profit from operations - 1 1
Investment income 18 18 34
Finance costs (9) (10) (18)
Profit before taxation 9 9 17
Taxation (3) (2) (5)
Profit for the period 6 7 12
Cash flow
Profit from operations - 1 1
Decrease in working capital 5 41 6
Income taxes paid (1) (1) (4)
Net cash inflow from operating activities 4 41 3
Net cash outflow from investing activities (16) (37) (7)
Net cash inflow/(outflow) from financing activities 9 (2) -
Net cash (outflow)/inflow (3) 2 (4)
Net borrowings at beginning of period/date of acquisition (244) (240) (240)
Net borrowings at end of period (247) (238) (244)
Balance sheet
PFI/PPP financial assets 356 255 282
Derivative financial instruments (14) - -
Current and deferred taxation (23) (10) (9)
Other net current assets - 23 3
Cash and cash equivalents 23 39 30
Non-recourse term loans (270) (277) (274)
Net assets 72 30 32
13 Investments in joint ventures and
associates
2005 2004 2004
first first year
half half
£m £m £m
Property, plant and equipment 184 167 180
PFI/PPP financial assets 795 576 635
Net cash/(borrowings) - PFI/PPP non-recourse (594) (486) (531)
- other 2 (71) (29)
Other net liabilities (135) (49) (66)
252 137 189
14 Notes to the cash flow statement
2005 2004 2004
first first year
half half
£m £m £m
(a) Cash generated from operations comprises:
Profit from operations 67 45 92
Trading profit from discontinued operations - 7 8
Share of results of joint ventures and associates (43) (13) (36)
Depreciation of property, plant and equipment 20 20 41
Impairment of goodwill - - 18
Movements relating to share-based payments 2 1 2
(Profit)/loss on disposal of property,
plant and equipment (1) 1 1
Profit on disposal of businesses - (1) (1)
Operating cash flows before movements in working capital 45 60 125
Decrease in working capital 44 49 23
Cash generated from operations 89 109 148
(b) Cash and cash equivalents comprise:
Cash and deposits 142 120 119
Term deposits 164 77 269
UK PFI/PPP project finance - cash and deposits 2 2 -
- term deposits 21 37 30
Bank overdrafts (6) (3) (12)
323 233 406
(c) Analysis of net cash/(borrowings):
US Dollar fixed rate term loan 8.06% (2008) - (65) (62)
Bank overdrafts (6) (3) (12)
Other short-term loans (1) (6) (1)
Finance leases - (2) (2)
Cash and deposits 142 120 119
Term deposits 164 77 269
299 121 311
UK PFI/PPP project - Sterling floating rate term loan
finance (2008-2027)* (10) (5) (8)
- Sterling floating rate term loan
(2005-2011)* (24) (26) (25)
- Sterling floating rate term loan
(2005-2012)* (88) (98) (93)
- Sterling fixed rate bond
(2006-2034) (148) (148) (148)
- cash and deposits 2 2 -
- term deposits 21 37 30
Net cash/(borrowings) 52 (117) 67
* Interest rate swaps have been taken out to convert the UK PFI/PPP project finance
floating rate term loans to various fixed rates.
(d) Analysis of movement in net cash/(borrowings):
Opening net cash 67 124 124
Net (decrease)/increase in cash and cash equivalents (83) 34 209
Acquisitions - borrowings at date of acquisition - (278) (278)
New loans (2) (8) (6)
Repayment of loans 72 6 12
Finance lease principal repayments 2 2 2
Exchange adjustments (4) 3 4
Closing net cash/(borrowings) 52 (117) 67
15 Post balance sheet events
On 9 August 2005, the Group acquired Pennine, the UK ground engineering business,
for approximately £8m. On 8 July 2005, the Group agreed to acquire Signalbau Bahn
GmbH, the specialist German rail signalling contractor, for €14m.
16 Explanation of transition to IFRS
As described in Note 1, the interim 2005 financial statements have been
prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards (IFRS). On 23 June 2005, the
Company published restated consolidated financial information for the half-year
2004 and full year 2004. Following completion of the required conversion work
on all the Group's PFI/PPP concessions resulting from the adoption of IAS 32
and IAS 39 'Financial Instruments' and the draft interpretations on PFI/PPP
concession accounting prospectively from 1 January 2005, the Company has made
further amendments to the restated 2004 financial information in relation to
the accounting for five of its PFI/PPP concessions to conform with IFRIC 4. As
a result of these further amendments, an increase in 'Net assets' of £19m arose
on transition at 1 January 2004, 'Profit before taxation' increased by £5m and
£12m for the half-year and full year 2004 respectively and 'Net assets'
increased by £22m and £29m at 26 June 2004 and 31 December 2004 respectively.
Revised reconciliations showing the changes between UK GAAP and IFRS disclosure
format and the changes arising from the adoption of IFRS have been placed on
the Company's website (at www.balfourbeatty.com/bbeatty/ir/ifrs/).
Reconciliations of the Group's profit for the half-year 2004 and balance sheet
as at 26 June 2004, showing the effects of changes in presentation and
accounting policies arising from the adoption of the recognition and
measurement criteria of IFRS on the figures published under UK GAAP on 11
August 2004, are set out on the following pages, with the principal changes
described below.
(a) Principal changes in presentation (reformat)
The financial statements prepared under UK GAAP have been reformatted in
accordance with the requirements of IFRS as follows:
(i) Under IFRS, the post-tax results of discontinued operations include the profit
on sale of those operations and are reported on a single line after 'Profit for
the period from continuing operations'. Non-current assets and groups of assets
to be disposed of and associated liabilities are separately classified if their
carrying amount will be recovered through a sale transaction rather than
through continuing use. The assets and associated liabilities of Andover
Controls, which was sold in July 2004, are therefore separately disclosed in
the balance sheet at 26 June 2004;
(ii) Interests in associates and joint venture entities are accounted for using the
equity method under UK GAAP and IFRS. Under UK GAAP, the Group's share of their
operating profits, interest and taxation were included under those respective
captions in the income statement. Under IFRS, the Group's share of the post-tax
profits of joint ventures and associates are disclosed in a single line within
'Profit from operations';
(iii) Deferred tax assets, included within debtors under UK GAAP, are separately
classified within 'Non-current assets' under IFRS. Current and deferred tax
liabilities, included within other creditors under UK GAAP, are separately
classified within 'Current liabilities' and 'Non-current liabilities' under
IFRS;
(iv) Debtors due after one year, included within current assets under UK GAAP, are
reclassified within 'Non-current assets' under IFRS; and
(v) Balances arising on long-term contracts are reclassified as 'Due from customers
for contract work' and 'Due to customers for contract work' in accordance with
the requirements of IAS 11 'Construction Contracts'.
(b) Principal changes in accounting policy (restatement)
The transition to IFRS has resulted in the following restatements as a result
of changes in accounting policies:
(i) Under UK GAAP, goodwill was amortised on a straight line basis over its
economic useful life of up to 20 years, tested for impairment and provided for
as necessary. Under IFRS, goodwill is no longer amortised but is carried at
cost and subject to annual review for impairment at 31 December. This change
increased 'Profit from operations' for the half-year 2004 and 'Net assets' at
26 June 2004 by £9m.
Under UK GAAP, the gain on disposal of businesses was determined after taking
into account goodwill previously written-off to reserves. Such goodwill is not
included in determining the profit on disposal under IFRS. This change
increased 'Profit from operations' for the half-year 2004 by £1m;
(ii) Under UK GAAP, the Group accounted for its defined benefit pension schemes in
accordance with the requirements of SSAP 24 'Accounting for Pension Costs'. The
cost of providing the defined benefit pensions was charged against 'Operating
profit' with surpluses and deficits arising in the funds amortised to
'Operating profit' over the remaining service lives of participating employees.
Under IAS 19 'Employee Benefits', the cost of providing pension benefits
(current service cost) for defined benefit pension schemes is recognised in the
income statement and the defined benefit pension obligation is determined
annually by independent actuaries and recognised on the balance sheet. The
Group has elected to include within 'Group operating profit' the interest cost
arising on the projected obligations and the returns on the schemes' assets in
addition to the current service cost. Actuarial gains and losses are recognised
in the Statement of recognised income and expense in the period in which they
occur. The effect of this change is to decrease 'Profit from operations' for
the half-year 2004 by £6m and 'Net assets' at 26 June 2004 by £162m;
(iii) Under IFRS 2 'Share-based Payment', a charge is recognised in the Income
statement for all share-based payments granted after 7 November 2002 but not
vested, based on the fair values of the grants and the number expected to
become exercisable. £1m of current and deferred tax credits recognised in the
Income statement for the half-year 2004 are, under IAS 12 'Income Taxes',
required to be credited directly to Equity. As a result 'Profit for the period'
is reduced through the revised recognition of these credits.
In the UK, the tax relief arising from share-based payments is not related to
the expense recognised under IFRS 2. IAS 12 specifies how both the current tax
relief and deferred tax arising on share-based payments should be assessed.
Recognition of the deferred tax asset gives rise to an increase of £5m in 'Net
assets' at 26 June 2004;
(iv) Under UK GAAP, proposed dividends were recognised as a liability in the period
to which they related. Under IAS 10 'Events after the Balance Sheet Date',
dividends are not recognised as a liability until they are declared. As a
result, 'Net assets' at 26 June 2004 increase by £12m;
(v) IAS 12 requires the recognition of deferred tax on property revaluations and,
subject to certain conditions, on the undistributed reserves of foreign
subsidiaries, associates and joint ventures. Under UK GAAP such provisions were
not required. The effect of this change is to reduce 'Net assets' at 26 June
2004 by £3m; and
(vi) IFRIC 4 requires arrangements which convey the right to use assets in return
for a payment or series of payments to be treated as a lease and accounted for
in accordance with IAS 17 'Leases'. This change in accounting for certain of
the Group's PFI/PPP concessions results in an increase of £5m in 'Profit before
taxation' for the half-year 2004 and an increase of £22m in 'Net assets' at 26
June 2004.
Reformat of Group income statement
For the half-year ended 26 June 2004 based on unaudited
figures
JVs' and Ordinary
UK GAAP as associates' dividend UK GAAP
previously Discontinued tax and Exceptional to in IFRS UK GAAP in
UK GAAP reported operations interest items reserves format IFRS format
£m £m £m £m £m £m
Turnover Revenue
including share of including
joint share of joint
ventures and ventures and
associates 1,992 (48) - - - 1,944 associates
Share of Share of
turnover of revenue of
joint ventures joint ventures
and and
associates (279) - - - - (279) associates
Group Group
turnover 1,713 (48) - - - 1,665 revenue
Group Group
operating operating
profit 44 (7) - (1) - 36 profit
- before - before
exceptional exceptional
items 41 (7) - - - 34 items
- exceptional - exceptional
items 3 - - (1) - 2 items
Share of Share of
operating results of
profits of joint ventures
joint ventures and
and associates 32 - (18) - - 14 associates
Loss on sale
of operations (3) - - 3 - -
Provision for
loss on sale
of operations 2 - - (2) - -
Profit on
ordinary
activities
before Profit from
interest 75 (7) (18) - - 50 operations
Investment Investment
income 9 - - - - 9 income
Finance Finance
costs (12) - - - - (12) costs
Share of
joint
ventures' and
associates'
net interest
payable (11) - 11 - - -
Profit on
ordinary
activities
before Profit before
taxation 61 (7) (7) - - 47 taxation
Profit on
ordinary
activities
before Profit before
goodwill goodwill
amortisation, amortisation,
exceptional exceptional
items and items and
taxation 68 (7) (7) - - 54 taxation
Goodwill Goodwill
amortisation (9) - - - - (9) amortisation
Exceptional Exceptional
items 2 - - - - 2 items
Tax on profit
on ordinary
activities (17) - 7 - - (10) Taxation
Profit for Profit for the
the period from
period 44 (7) - - - 37 continuing operations
- 7 - - - 7 Profit for the
period from
discontinued
operations
44 - - - - 44 Profit for the period
Dividends (19) - - - 12 (7) Preference
dividends
Premium paid
on buy-back Premium paid
of on buy-back of
preference preference
shares (5) - - - - (5) shares
Transfer to
reserves 20 - - - 12 32 Profit for the
period
attributable
to equity
shareholders
JVs' and Ordinary
UK GAAP as associates' dividend UK GAAP
previously Discontinued tax and Exceptional to in IFRS UK GAAP in
UK GAAP reported operations interest items reserves format IFRS format
pence pence pence pence pence pence
Basic Basic earnings
earnings per per ordinary
ordinary share
share
- Continuing - Continuing
operations - 6.0 - - - 6.0 operations
- Discontinued - Discontinued
operations - 1.5 - - - 1.5 operations
7.5 - - - - 7.5
Restatement of Group income statement
For the half-year ended 26 June 2004 based on unaudited figures
Impact of
UK GAAP Goodwill Retirement IFRIC 4 on
in IFRS Goodwill in benefit Share-based Deferred PFI/PPP
format amortisation reserves obligations payments taxation concessions IFRS
£m £m £m £m £m £m £m £m
Revenue
including
share of
joint
ventures and
associates 1,944 - - - - - 82 2,026
Share of
revenue of
joint
ventures
and
associates (279) - - - - - (55) (334)
Group
revenue 1,665 - - - - - 27 1,692
Group
operating
profit 36 8 1 (6) - - (7) 32
- before
exceptional
items 34 8 - (6) - - (7) 29
- exceptional
items 2 - 1 - - - - 3
Share of
results of
joint
ventures
and
associates 14 1 - - - - (2) 13
Profit from
operations 50 9 1 (6) - - (9) 45
Investment
income 9 - - - - - 17 26
Finance
costs (12) - - - - - (3) (15)
Profit before
taxation 47 9 1 (6) - - 5 56
Profit before
goodwill
amortisation,
exceptional
items and
taxation 54 - - (6) - - 5 53
Goodwill
amortisation (9) 9 - - - - - -
Exceptional
items 2 - 1 - - - - 3
Taxation (10) - - 2 (1) 1 (2) (10)
Profit for
the
period from
continuing
operations 37 9 1 (4) (1) 1 3 46
Profit for
the
period from
discontinued
operations 7 - - - - - - 7
Profit for
the
period 44 9 1 (4) (1) 1 3 53
Preference
dividends (7) - - - - - - (7)
Premium paid
on buy-back
of
preference
shares (5) - - - - - - (5)
Profit for
the
period
attributable
to equity
shareholders 32 9 1 (4) (1) 1 3 41
Impact of
UK GAAP Goodwill Retirement IFRIC 4 on
in IFRS Goodwill in benefit Share-based Deferred PFI/PPP
format amortisation reserves obligations payments taxation concessions IFRS
pence pence pence pence pence pence pence pence
Basic
earnings per
ordinary
share
- Continuing
operations 6.0 2.1 0.3 (1.0) (0.1) 0.1 0.6 8.0
- Discontinued
operations 1.5 0.1 - - - - - 1.6
7.5 2.2 0.3 (1.0) (0.1) 0.1 0.6 9.6
Reformat of Group balance sheet
At 26 June 2004 based on unaudited figures
UK GAAP UK GAAP as UK GAAP
previously Dis-continued Contract in IFRS UK GAAP in
reported operations Taxation Debtors balances Other format IFRS format
£m £m £m £m £m £m £m
Fixed Non-current
assets assets
Intangible
assets -
goodwill 302 (22) - - - - 280 Goodwill
Tangible Property,
assets plant and
equipment
- PFI/PPP - PFI/PPP
constructed constructed
assets 262 - - - - - 262 assets
- other 150 (4) - - - - 146 - other
Investments Investments in
in joint ventures
joint and
ventures 73 - - - - 60 133 associates
Investments
in
associates 60 - - - - (60) -
Investments 36 - - - - - 36 Investments
- - 32 - - - 32 Deferred tax
assets
- - - 66 - - 66 Trade and
other
receivables
883 (26) 32 66 - - 955
Current Current
assets assets
Stocks 127 (8) - - (66) - 53 Inventories
- - - - 228 - 228 Due from
customers for
contract
work
Debtors
-due within Trade and
one other
year 816 (23) (31) - (170) - 592 receivables
- due after
one year 66 - - (66) - - -
Cash and Cash and cash
deposits equivalents
- PFI/PPP - PFI/PPP
subsidiaries 39 - - - - - 39 subsidiaries
- other 197 - - - - - 197 - other
1,245 (31) (31) (66) (8) - 1,109
- 57 - - - - 57 Non-current
assets
classified as
held for
sale
2,128 - 1 - (8) - 2,121 Total assets
Creditors: Current
amounts liabilities
falling due
within one
year
Other
creditors (1,243) 13 42 - 182 - (1,006) Trade and
other
payables
- - - - (206) - (206) Due to
customers for
contract
work
- - (42) - - - (42) Current tax
liabilities
Borrowings Borrowings
- PFI/PPP - PFI/PPP
non-recourse non-recourse
term loans (13) - - - - - (13) term loans
- other (9) - - - - - (9) - other
(1,265) 13 - - (24) - (1,276)
Creditors: Non-current
amounts liabilities
falling due
after more
than one
year
Borrowings Borrowings
- PFI/PPP - PFI/PPP
non-recourse non-recourse
term loans (264) - - - - - (264) term loans
- other (67) - - - - - (67) - other
Other
creditors (118) - - - 22 - (96) Trade and
other
payables
- - (1) - - - (1) Deferred tax
liabilities
Provisions
for
liabilities
and charges (177) 1 - - 10 - (166) Provisions
(626) 1 (1) - 32 - (594)
- (14) - - - - (14) Liabilities
directly
associated
with
non-current
assets
classified as
held for
sale
(1,891) - (1) - 8 - (1,884) Total
liabilities
237 - - - - - 237 Net assets
Capital and Capital and
reserves reserves
Called-up Called-up
share capital 212 - - - - - 212 share
capital
Share premium Share premium
account 148 - - - - - 148 account
Special Special
reserve 185 - - - - - 185 reserve
Other (308) - - - - - (308) Other
reserves reserves
Shareholders'
funds 237 - - - - - 237 Shareholders'
funds
Restatement of Group balance sheet
At 26 June 2004 based on unaudited figures
Impact of
UK GAAP Retirement IFRIC 4 on
in IFRS benefit Share-based Proposed Deferred PFI/PPP
format Goodwill obligations payments dividends taxation concessions IFRS
£m £m £m £m £m £m £m £m
Non-current
assets
Goodwill 280 7 - - - - (1) 286
Property,
plant and
equipment
- PFI/PPP
constructed
assets 262 - - - - - (262) -
- other 146 - - - - - - 146
Investments
in
joint
ventures
and
associates 133 1 (11) - - - 14 137
Investments 36 - - - - - - 36
PFI/PPP
financial
assets - - - - - - 255 255
Deferred tax
assets 32 - 65 5 - (3) 1 100
Trade and
other
receivables 66 - (16) - - - (5) 45
955 8 38 5 - (3) 2 1,005
Current
assets
Inventories 53 - - - - - - 53
Due from
customers for
contract work 228 - - - - - - 228
Trade and
other
receivables 592 - (2) - - - - 590
Cash and cash
equivalents
- PFI/PPP
subsidiaries 39 - - - - - - 39
- other 197 - - - - - - 197
1,109 - (2) - - - - 1,107
Non-current
assets
classified as
held for sale 57 - - - - - - 57
Total
assets 2,121 8 36 5 - (3) 2 2,169
Current
liabilities
Trade and
other (1,006) 1 - - 12 - - (993)
payables
Due to
customers for
contract work (206) - - - - - - (206)
Current tax
liabilities (42) - - - - - - (42)
Borrowings
- PFI/PPP
non-recourse
term loans (13) - - - - - - (13)
- other (9) - - - - - - (9)
(1,276) 1 - - 12 - - (1,263)
Non-current
liabilities
Borrowings
- PFI/PPP
non-recourse
term loans (264) - - - - - - (264)
- other (67) - - - - - - (67)
Trade and
other
payables (96) - 4 - - - 20 (72)
Deferred tax
liabilities (1) - - - - - - (1)
Retirement
benefit
obligations - - (255) - - - - (255)
Provisions (166) - 53 - - - - (113)
(594) - (198) - - - 20 (772)
Liabilities
directly
associated
with
non-current
assets
classified as
held for sale (14) - - - - - - (14)
Total
liabilities (1,884) 1 (198) - 12 - 20 (2,049)
Net assets 237 9 (162) 5 12 (3) 22 120
Capital and
reserves
Called-up
share capital 212 - - - - - - 212
Share premium
account 148 - - - - - - 148
Special
reserve 185 - - - - - - 185
Other
reserves (308) 9 (162) 5 12 (3) 22 (425)
Shareholders'
funds 237 9 (162) 5 12 (3) 22 120
The results for the half-year ended 2 July 2005 are unaudited and were approved
by the Board on 16 August 2005. The full year figures for 2004 included in this
report do not constitute statutory accounts for the purpose of Section 240 of
the Companies Act 1985. A copy of the Company's statutory accounts for the year
ended 31 December 2004 has been delivered to the Registrar of Companies. The
independent auditors' report on those accounts was unqualified and did not
contain any statement under Section 237(2) or (3) of the Companies Act 1985.
Pro forma financial statements
For the half-year ended 2 July 2005 based on unaudited figures
As permitted by IFRS 1 'First-time Adoption of IFRS', the Group has elected to adopt IAS 32 and IAS 39
'Financial Instruments' prospectively from 1 January 2005, and comparative figures have not been restated.
These standards have a significant impact on the Group and particularly affect the accounting for the
Company's convertible redeemable preference shares, the hedging activities of the Group and those of the PFI/
PPP concessions, and the assets and income of the PFI/PPP concessions.
Pro forma IFRS financial statements, which include the impact of IAS 32 and IAS 39 as if the Group had adopted
them for the year ended 31 December 2004, are included below with the IFRS financial statements for the
half-year 2005. These pro forma statements assume the full adoption of IAS 32 and IAS 39, and the application
of hedge accounting where management believes it is appropriate to assume the relevant accounting criteria
regarding documentation and effectiveness could have been met. The changes which the adoption of IAS 39 and
the IFRIC draft interpretations in respect of PFI/PPP concessions would have made on the restated IFRS profit
for the period and net assets if these standards had been adopted for the year ended 31 December 2004 are
summarised below.
2004 first half 2004 year
Profit before Profit Net Profit before Profit for Net
taxation* for the assets taxation* the assets
period period
£m £m £m £m £m £m
IFRS restated 53 53 120 122 260 302
Preference
shares
- Dividend
restated as a
finance cost (7) (7) - (13) (13) -
- Additional
accrued
interest - - - (1) (1) -
- Premium on
buy-back
restated as a
finance cost - (5) - - (6) -
- Liability
element and
deferred tax - - (113) - - (113)
Derivatives
- Group
interest rate
swaps (2) (1) (3) (1) (1) (3)
- Group
PFI/PPP
concessions - - (10) - - (9)
- JV and
associate
PFI/PPP
concessions - - (31) - - (37)
PFI/PPP financial assets
- Group
PFI/PPP
concessions - - 35 - - 35
- JV and
associate
PFI/PPP
concessions - - 52 - - 52
Goodwill
adjustment
arising from
concession
share purchase - 7 - - 7 -
Pro forma IFRS 44 47 50 107 246 227
* Before exceptional items
Pro forma Group income statement
For the half-year ended 2 July 2005 based on unaudited figures
Pro forma IFRS including IAS 32 and IAS 39
2005 2004 2004
first first half year
half
Before Except- Before Before
exceptional ional exceptional Exceptional exceptional Exceptional
items items Total items items Total items items Total
£m £m £m £m £m £m £m £m £m
Revenue
including
share of joint
ventures and
associates 2,308 - 2,308 2,026 - 2,026 4,239 - 4,239
Share of
revenue of
joint ventures
and associates (494) - (494) (334) - (334) (749) - (749)
Group
revenue 1,814 - 1,814 1,692 - 1,692 3,490 - 3,490
Group
operating
profit 24 - 24 29 10 39 58 5 63
Share of
results of
joint ventures
and associates 19 24 43 13 - 13 36 - 36
Profit from
operations 43 24 67 42 10 52 94 5 99
Investment
income 29 - 29 26 - 26 56 - 56
Finance costs (20) (9) (29) (24) (5) (29) (43) (6) (49)
Profit before
taxation 52 15 67 44 5 49 107 (1) 106
Taxation (12) 2 (10) (8) (1) (9) (23) (5) (28)
Profit for the
period from
continuing
operations 40 17 57 36 4 40 84 (6) 78
Profit for the
period from
discontinued
operations - - - 7 - 7 8 160 168
Profit for the
period
attributable
to equity
shareholders 40 17 57 43 4 47 92 154 246
2005 2004 2004
first first year
half half
Basic earnings per pence pence pence
ordinary share
- Continuing
operations 13.4 9.3 18.6
- Discontinued
operations - 1.6 40.1
13.4 10.9 58.7
Exceptional
items (4.1) (0.8) (36.6)
Adjusted
earnings per
share 9.3 10.1 22.1
Pro forma Group balance sheet
At 2 July 2005 based on unaudited figures
Pro forma IFRS including IAS
32 and IAS 39
2005 2004 2004
first first year
half half
£m £m £m
Non-current assets
Goodwill 276 281 274
Property,
plant and
equipment 156 146 149
Investments in
joint ventures
and associates 252 158 204
Investments 42 36 42
PFI/PPP
financial
assets 356 313 340
Deferred tax
assets 64 78 64
Trade and
other
receivables 52 44 41
1,198 1,056 1,114
Current assets
Inventories 58 53 50
Due from
customers for
contract work 267 228 218
Derivative
financial
instruments 1 - -
Trade and
other
receivables 520 590 563
Cash and cash equivalents
- PFI/PPP
subsidiaries 23 39 30
- other 306 197 388
1,175 1,107 1,249
Non-current
assets
classified as
held for sale - 57 -
Total assets 2,373 2,220 2,363
Current liabilities
Trade and
other payables (983) (993) (946)
Due to
customers for
contract work (251) (206) (264)
Derivative financial instruments
- PFI/PPP
subsidiaries (14) (14) (13)
- other (4) (4) (4)
Current tax
liabilities (31) (42) (38)
Borrowings
- PFI/PPP
non-recourse
term loans (14) (13) (13)
- other (7) (9) (15)
(1,304) (1,281) (1,293)
Non-current liabilities
Borrowings
- PFI/PPP
non-recourse
term loans (256) (264) (261)
- other - (67) (62)
Liability
component of
preference
shares (99) (103) (103)
Trade and
other payables (68) (72) (58)
Deferred tax
liabilities (2) (1) (2)
Retirement
benefit
obligations (256) (255) (254)
Provisions (111) (113) (103)
(792) (875) (843)
Liabilities directly associated with non-current
assets
classified as
held for sale - (14) -
Total
liabilities (2,096) (2,170) (2,136)
Net assets 277 50 227
Capital and reserves
Called-up
share capital 213 211 212
Share premium
account 24 12 15
Equity
component of
preference
shares 18 19 19
Special
reserve 178 185 181
Other reserves (156) (377) (200)
Equity 277 50 227
Pro forma segmental
analysis
For the period ended
26 June 2004
Performance by Building, Civil and
activity: building specialist Rail
management engineering engineering Investments
and and and and Corporate
services services services developments costs Total
£m £m £m £m £m £m
Group revenue 690 586 374 42 - 1,692
Group
operating
profit 12 5 25 (3) (10) 29
Share of
results of
joint ventures
and associates 2 3 (2) 10 - 13
Profit from
operations
before
exceptional
items 14 8 23 7 (10) 42
Exceptional
items - - 3 7 - 10
Profit from
operations 14 8 26 14 (10) 52
Investment
income 26
Finance costs (29)
Profit before
taxation 49
Performance by Europe North Other Total
geographic origin: America
£m £m £m £m
Group revenue 1,518 172 2 1,692
Profit from
operations
before
exceptional
items 61 (18) (1) 42
Exceptional
items 10 - - 10
Profit from
operations 71 (18) (1) 52
For the year ended 31
December 2004
Performance by Building, Civil and
activity: building specialist Rail
management engineering engineering Investments
and and and and Corporate
services services services developments costs Total
£m £m £m £m £m £m
Group revenue 1,468 1,144 800 78 - 3,490
Group
operating
profit 32 7 45 (9) (17) 58
Share of
results of
joint ventures
and associates 2 9 (1) 26 - 36
Profit from
operations
before
exceptional
items 34 16 44 17 (17) 94
Exceptional
items - 1 (3) 7 - 5
Profit from
operations 34 17 41 24 (17) 99
Investment
income 56
Finance costs (49)
Profit before
taxation 106
Performance by Europe North Other Total
geographic origin: America
£m £m £m £m
Group revenue 3,107 377 6 3,490
Profit from
operations
before
exceptional
items 137 (45) 2 94
Exceptional
items 22 (18) 1 5
Profit from
operations 159 (63) 3 99
This information is provided by RNS
The company news service from the London Stock Exchange
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