Preliminary Results Part 2

Vodafone Group PLC 28 May 2002 PART 2 FINANCIAL UPDATE Profit and loss account Total Group operating profit / loss Total Group operating profit, before goodwill amortisation and exceptional items, increased 35% from £5,204m to £7,044m, comprising £6,438m from continuing operations and £606m in respect of the acquisitions made during the year. Excluding the growth arising from acquisitions in the year to 31 March 2002, the growth from continuing operations on the comparable period was 24%. Total Group operating loss, after goodwill amortisation and exceptional items, increased to £11,834m (31 March 2001: £6,989m), primarily as a result of the charge for amortisation of goodwill of £13,470m (31 March 2001: £11,873m) and exceptional operating costs of £5,408m (31 March 2001: £320m). Total Group operating loss for the comparable period to 31 March 2001 has been restated, following the adoption of FRS 19, resulting in a £9m reduction to the charge for goodwill amortisation. Amortisation of goodwill The increase in the goodwill amortisation charge to £13,470m is primarily due to the amortisation of goodwill arising on the acquisitions made in the period, most notably the acquisitions of Eircell, Japan Telecom and the J-Phone Group, and to a full year's charge for amortisation of goodwill in respect of the Mannesmann acquisition. These charges for goodwill amortisation do not affect the cash flows of the Group or the ability of the Group to pay dividends. Exceptional items Exceptional operating costs of £5,408m comprise impairment charges of £5,100m in relation to the carrying value of goodwill for Arcor, Cegetel, Grupo Iusacell and Japan Telecom, and £222m representing the Group's share of exceptional items of its associated undertakings and joint ventures, comprising £107m of, principally, asset write downs in J-Phone Vodafone and £115m of reorganisation costs in Verizon Wireless and Vizzavi Europe Limited. A further £86m of reorganisation costs was also incurred, principally in respect of the Group's operations in Australia and the UK. The prior year exceptional operating charge of £320m primarily comprises impairment charges of £91m in relation to the carrying value of certain assets within the Group's Globalstar service provider business, £85m of reorganisation costs relating to the Group's operations in Germany and the US, and £141m in relation to the Group's share of restructuring costs incurred by Verizon Wireless. Exceptional non-operating items of £860m include an impairment charge of £900m in respect of the Group's investment in China Mobile (Hong Kong) Limited, a £41m profit on disposal of businesses, principally relating to the reduction in the Group's interest in Vodafone Greece from 55% to 51.9% and a £9m profit on disposal of the Group's investment in the Korean mobile operator, Shinsegi Telecom, Inc. The prior year exceptional non-operating items of £80m comprise predominantly of a profit on termination of a hedging instrument of £261m offset by an impairment charge of £193m in relation to the Group's interests in Globalstar and Shinsegi Telecom, Inc. In accordance with accounting standards the Group regularly monitors the carrying value of its fixed assets. In November 2001, the review resulted in an impairment charge of £4,750 million. A further review was undertaken at 31 March 2002 at a time when certain companies in the telecommunications sector were showing signs of deteriorating performance in difficult market conditions. The review assessed whether the carrying value of assets was supported by the net present value of future cash flows derived from assets using cash flow projections for each asset in respect of the period to 31 March 2011. For mobile businesses, projections reflect investment in network infrastructure to provide enhanced voice services and a platform for new data products and services, enabled by GPRS and 3G technologies, which are forecast to be significant drivers of future revenue growth. Capital expenditure is heaviest in the early years of the projections, but in most countries is expected to fall to below 10% of revenues by the year ended 31 March 2008. Revenue growth is forecast from a combination of new data products and services and strong underlying voice ARPU. Data revenue is expected to increase significantly to 2006 but grow at more modest rates to 2011. Voice ARPU is forecast to benefit from new services and traffic moving from fixed networks to mobile networks and reflects the impact of price declines. Accordingly, the directors believe that it is appropriate to use projections in excess of five years as growth in cash flows for the period to 31 March 2011 is expected to exceed relevant country growth in nominal GDP. For the years beyond 1 April 2011, forecast growth rates at nominal GDP have been assumed for mobile businesses and below nominal GDP for non mobile businesses. The discount rates for the major markets reviewed were based on company specific pre- tax weighted average cost of capital percentages and ranged from 8.8% to 11.5%. In respect of the Group's investment in China Mobile (Hong Kong) Limited, the review assessed the carrying value against external analyst market valuations. The results of the review indicated that, whilst no impairment charge was necessary in respect of the Group's controlled mobile businesses, further impairment charges totalling £1,250m were necessary in respect of non-controlled mobile and non-mobile businesses. This brings the total charge for the year to £6,000m, as detailed below. Total charge Additional Total Company for six Charge charge months ended following for year 30 March 2002 ended Sept 2001 review 31 March 2002 £m £m £m Arcor 4,000 - 4,000 Japan Telecom - 400 400 Cegetel - 250 250 Grupo Iusacell 450 - 450 China Mobile (Hong Kong) Limited 300 600 900 ------ ------ ------ 4,750 1,250 6,000 ====== ====== ====== Interest Group interest, excluding the Group's share of the net interest expense of joint ventures and associated undertakings, reduced by £347m from the comparable period to £503m. This reflects the reduction in average net debt, primarily due to proceeds received from the disposal of assets held for resale in the second half of the year ended 31 March 2001. Group interest is covered 16.2 times by Group EBITDA (before exceptional items) plus dividends received from joint ventures and associated undertakings, compared to 6.2 times for the year to 31 March 2001. The Group's share of the net interest expense of joint ventures and associated undertakings increased from £327m to £342m, primarily due to the Group's share of the interest costs of its recently acquired interest in Grupo Iusacell. Taxation Following the adoption of FRS 19 during the period, the effective rate of taxation, before goodwill amortisation and exceptional items, has been restated on a full provision basis for the year ended 31 March 2001 from 33.9% to 37.5%. The adoption of FRS 19 has no impact on Group cash flows. Further information on FRS 19 is provided on page 26. The effective rate of taxation, before goodwill amortisation and exceptional items, for the year ended 31 March 2002, reduced by 1.8% to 35.7%, mainly as a result of a one off German tax refund arising from the distribution of retained earnings. Exchange rates The effect of translating the results of overseas subsidiaries, joint ventures and associates at exchange rates prevailing in the year ended 31 March 2001, would have been to increase total Group operating profit, before goodwill amortisation and exceptional items, for the year ended 31 March 2002 by £52m. Earnings per share Following the adoption of FRS 19, basic earnings per share, before goodwill amortisation and exceptional items, was restated from 3.75p to 3.54p per ordinary share for the comparative year ended 31 March 2001. Basic earnings per share, before goodwill amortisation and exceptional items, increased 45% from 3.54p to 5.15p for the year ended 31 March 2002. Basic loss per share, after goodwill amortisation and exceptional items, increased from 16.09p to a loss per share of 23.77p for the period to 31 March 2002. The loss per share of 23.77p includes a charge of 19.82p per share (31 March 2001: 19.32p per share) in relation to the amortisation of goodwill and a charge of 9.10p per share (31 March 2001: 0.30p per share) in relation to exceptional items. Dividends In considering the level of dividend to declare and recommend, the Board takes account of the outlook for earnings growth, operating cash flow generation, capital expenditure requirements and the possibilities for debt reductions and share buy-backs. In the current circumstances the Board believes a 5% increase in the dividend to be appropriate and, accordingly, it has proposed a final dividend of 0.7497 pence per share, producing a total for the year of 1.4721 pence per share. The record date for the final dividend is 7 June 2002, the ex- dividend date is 5 June 2002 and the dividend is payable on 9 August 2002. The Company has withdrawn the Scrip Dividend Scheme and introduced a Dividend Reinvestment Plan in its place. The last date for elections or variations to mandates under the Dividend Reinvestment Plan is 19 July 2002, being fifteen working days before the dividend payment date. Cash flows and funding During the year ended 31 March 2002, the Group generated £2,365m of free cash flow. This comprised £8,102m in cash from operating activities, representing a 77% increase, plus dividends from joint ventures and associated undertakings of £139m and dividends from investments of £2m, offset by payments of £545m in respect of taxation, £854m of interest on Group debt, £84m of dividends paid to minority shareholders in subsidiary undertakings and net capital expenditure of £4,395m in respect of intangible and tangible fixed assets. The Group also invested a net £6.1 billion in merger and acquisition activities, an analysis of which is shown below: Impact on net debt £ billion Acquisition of 21.7% of Japan Telecom and consolidation of acquired debt 7.3 Stake increases in Airtel, Japan Telecom and J-Phone 6.4 Second tranche of Swisscom Mobile consideration 1.0 Acquisition of interest in Grupo Iusacell 0.7 Disposal of Arcor DB Telematic GmbH (0.7) Disposal of remaining interest in Atecs Mannesmann AG (2.2) France Telecom receivable monetisation (2.9) Ordinary share placing (3.5) ------ 6.1 ====== As a result of the positive free cash flow and merger and acquisition activity above, plus a further £1 billion of dividend payments, the Group's consolidated net debt position at 31 March 2002 increased to £12,034m, from £6,722m at 31 March 2001, representing approximately 14% of the Group's market capitalisation at 31 March 2002, compared with 5.4% as at 31 March 2001. A further analysis of net debt can be found in Note 8 on page 29. The Group remains committed to maintaining a strong financial position as demonstrated by credit ratings of P-1/F1/A-1 short- term and A2/A/A long-term from Moody's, Fitch Ratings and Standard and Poor's, respectively. The Group's credit ratings enable it to have access to a wide range of debt finance including commercial paper, bonds and committed bank facilities. The Group currently has dollar and euro denominated commercial paper programmes for US$15 billion and £2 billion, respectively, which are used to meet short- term liquidity requirements. In addition, the Group has a US$13.7 billion (£9.6 billion) committed bank facility, which may be extended for one year from June 2002, and a Yen 225 billion (£1.2 billion) term credit facility, which matures in January 2007 and which is available for drawing until 28 November 2002. The Group also has approximately £11.6 billion (pounds sterling equivalent) of capital market debt in issue, with maturities from July 2002 to February 2030 and other term loans of £2 billion. At 31 March 2002, no amounts had been drawn under either bank facility. Equity shareholders' funds Total equity shareholders' funds decreased from £145,007m (restated for FRS 19) at 31 March 2001 to £130,573m at 31 March 2002. The decrease comprises the loss for the period of £16,155m (after goodwill amortisation of £13,470m and impairment charges of £6,000m), dividends of £1,025m, net currency translation losses of £2,263m and a £978m reduction in amounts in relation to shares to be issued for the acquisition of an interest in Swisscom Mobile which was subsequently settled in cash. This was offset by the issue of new share capital of £5,984m, primarily in relation to the acquisition of Eircell and the £3.5 billion share placing during the period. Transactions The following significant transactions were undertaken by the Group in the year ended 31 March 2002: Acquisitions Australia - acquisition of minority interest stake in Vodafone Pacific On 22 June 2001, the Group announced that it had acquired an interest in 97.8% of the share capital of Mobile Communications Holdings (MCH) and, in accordance with the terms of the agreement, has since compulsorily acquired the remaining MCH shares. As a result of the transaction the Group's effective interest in its Australian operations increased from 91% to 95.5%. Greece - acquisition of Unifon and NextNet On 11 May 2001, Vodafone Greece increased its shareholding in Unifon SA, one of its service providers, from 19.6% to 100%. The acquisition was funded through the issue of new shares, as a result of which the Group's ownership interest in Vodafone Greece was reduced from 55% to 52.8%. Subsequent to this, Vodafone Greece acquired another service provider, NextNet, for shares, further reducing the Group's ownership interest to 51.9%. Ireland - acquisition of 100% shareholding in Eircell The offer for Eircell was declared unconditional on 14 May 2001 following the receipt of valid acceptances representing approximately 79.6% of the total shareholding in Eircell. The offer remained open for acceptance until 27 May 2001 and, in accordance with Eircell's Articles of Association, all of Eircell's shareholders were deemed to have accepted the offer at that date. The Company issued approximately 1,046 million new ordinary shares to shareholders in consideration for their ownership interests. Japan - increased stakes in Japan Telecom and the J-Phone Group On 12 April 2001, following the second payment of Yen 125.1 billion (£0.7 billion), the acquisition of a 15% stake in Japan Telecom from West Japan Railway Company and Central Japan Railway Company was completed. The initial payment of Yen 124.6 billion (£0.7 billion) was made on 31 January 2001. On 27 April 2001, the Group completed the acquisition of a further 10% stake in Japan Telecom from AT&T for a cash consideration of $1.35 billion (£0.9 billion). On 2 May 2001, Vodafone announced that it had agreed to acquire BT's ownership interests in Japan Telecom and the J- Phone Group for a total cash consideration of £3.7 billion. The acquisition of BT's interests in Japan Telecom and J-Phone Communications Co. Ltd was completed on 1 June 2001, and the acquisition of BT's interests in the operating subsidiaries of J-Phone Communications was completed on 12 July 2001. On 20 September 2001, the Group announced an agreed tender offer to acquire up to 693,368 Japan Telecom ordinary shares, representing 21.7% of the ordinary shares of Japan Telecom, for a total cash consideration of up to Yen 312 billion (£1.8 billion). The offer successfully completed on 12 October 2001. As a result of these transactions, Vodafone's shareholding in Japan Telecom has increased to 66.7%, and the Group's effective interest in the J-Phone Group is now approximately 70%. Mexico - acquisition of an interest in Grupo Iusacell On 4 April 2001, the Group completed its acquisition of a 34.5% stake in Grupo Iusacell, S.A. de C.V., the second largest mobile operator in Mexico, for a cash consideration of $973m (£0.7 billion). Spain - increased stake in Airtel Movil S.A. The Group increased its interest in Airtel Movil S.A. to 91.6% with the acquisition of BT's 17.8% shareholding for a cash consideration of £1.1 billion. The transaction completed on 29 June 2001 following the receipt of regulatory approval. Disposals Austria - disposal of tele.ring On 8 May 2001, the Group announced that agreement had been reached to sell its 100% equity stake in the Austrian telecommunications company, tele.ring Telekom Service GmbH. The transaction completed on 29 June 2001, following receipt of regulatory approval. Germany - disposal of Arcor rail business On 25 January 2002, the Group announced that Arcor, the Group's German fixed line business, had agreed to sell its railway specific businesses to the German rail operator Deutsche Bahn for Euro 1.15 billion (£713 million). Germany - disposal of 50% plus 2 shares stake in Atecs Mannesmann AG On 17 April 2001, the Group announced the completion of the disposal of a 50% plus 2 shares stake in Atecs Mannesmann AG, following approval from the relevant European and US regulatory authorities. On 15 January 2002, the Group announced that it had exercised put options over its remaining stake in Atecs Mannesmann AG. The proceeds from the latter disposal amounted to Euro 3.66 billion, and were received on 1 March 2002. Korea - disposal of Shinsegi Telecom, Inc. On 24 August 2001, the Group announced that agreement had been reached to sell its 11.7% equity stake in Shinsegi Telecom, Inc. for an undisclosed amount to SK Telecom, Ltd. The value of net assets disposed represented less than 1% of the Group's net assets. Subsequent events Spain - increased stake in Vodafone Spain On 2 April 2002, Vodafone Group Plc announced that it had acquired a further 2.2% stake in Airtel Movil S.A., for the Euro equivalent of £0.4 billion, following the exercise of a put option held by Torreal, S.A.. This increased the Group's equity interest in Airtel Movil S.A. to 93.8%. Germany - buy-out of outstanding minority shareholders in Vodafone AG On 22 April 2002, Vodafone Group Plc announced that its subsidiary, Vodafone Deutschland GmbH, intends to buy-out the outstanding minority shareholders in Vodafone AG. The Group already owns more than 99.6% of Vodafone AG and the cost of this transaction is expected to be approximately Euro 430m. The buy-out requires the approval of Vodafone AG shareholders and entry into the Commercial Register before it becomes legally effective, which is expected to be on or around 11 July 2002. Egypt - Vivendi put option On 2 May 2002, Vivendi Telecom International notified the Group that, pursuant to a put option agreement, the Group is required to purchase 8,400,000 shares in Vodafone Egypt. As a result of this transaction the Group's interest in Vodafone Egypt will increase from 60% to 67%. Australia - purchase of remaining 4.5% interest in Vodafone Pacific On 3 May 2002, the Group completed the purchase of the 4.5% minority interest in Vodafone Pacific, as a result of which Vodafone Pacific became a wholly owned subsidiary undertaking. China - increased investment in China Mobile (Hong Kong) Limited On 16 May 2002, the Group announced that it has reached agreement to subscribe US$750 million for new shares in China Mobile (Hong Kong) Limited, increasing the Group's effective interest in China Mobile (Hong Kong) Limited to approximately 3.27%. As part of the agreement, China Mobile (Hong Kong) Limited has announced its intention to commence the payment of dividends starting in the financial year ended 31 December 2002. The transaction is expected to complete on 18 June 2002. FINANCIAL STATEMENTS CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2002 Year ended Year ended 31 March 31 March 2002 2001 as restated £m £m Turnover: Group and share of joint ventures and associated undertakings - Continuing operations 28,485 23,993 - Acquisitions 5,056 - ------- ------- 33,541 23,993 Less: Share of joint ventures and associated undertakings (10,696) (8,989) --------- --------- 22,845 15,004 ========= ========= Group turnover (Note 2) - Continuing operations 17,940 15,004 - Acquisitions 4,905 - --------- --------- 22,845 15,004 Operating loss ========= ========= - Continuing operations (9,946) (6,439) - Acquisitions (431) - --------- --------- (10,377) (6,439) Share of operating loss in joint ventures and associated undertakings - Continuing operations (889) (550) - Acquisitions (568) - --------- --------- Total Group operating loss (Note 2) (11,834) (6,989) Exceptional non-operating items (Note 4) (860) 80 --------- --------- Loss on ordinary activities before interest (12,694) (6,909) Net interest payable (845) (1,177) - Group (503) (850) - Share of joint ventures and associated undertakings (342) (327) --------- --------- Loss on ordinary activities before taxation (13,539) (8,086) Tax on loss on ordinary activities (Note 5) (2,140) (1,426) - Group (1,925) (1,195) - Share of joint ventures and associated undertakings (215) (231) --------- --------- Loss on ordinary activities after taxation (15,679) (9,512) Minority interests (including non-equity minority interests) (476) (373) --------- --------- Loss for the financial year (16,155) (9,885) Equity dividends (1,025) (887) Retained loss for the Group and its share of --------- --------- joint ventures and associated undertakings (17,180) (10,772) ========= ========= Basic loss per share (Note 6) (23.77)p (16.09)p Diluted loss per share (23.86)p (16.10)p Adjusted basic earnings per share (Note 6) 5.15p 3.54p CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2002 31 March 2002 31 March 2001 as restated £m £m Fixed assets Intangible assets 105,944 108,853 Tangible assets 18,541 10,586 Investments 28,977 34,769 Loans to joint ventures 321 85 Investments in associated undertakings 27,249 31,729 Other investments 1,407 2,955 --------- --------- 153,462 154,208 Current assets --------- --------- Stocks 513 316 Debtors 7,053 4,587 Investments 1,792 13,211 Cash at bank and in hand 80 68 --------- --------- 9,438 18,182 Creditors: amounts falling due within one year (13,455) (12,377) --------- --------- Net current (liabilities)/assets (4,017) 5,805 --------- --------- Total assets less current liabilities 149,445 160,013 Creditors: amounts falling due after more than one year (13,118) (11,235) Provisions for liabilities and charges (2,899) (1,350) Investments in joint ventures: - Share of gross assets 76 88 - Share of gross liabilities (345) (146) --------- --------- (269) (58) Other provisions (2,630) (1,292) --------- --------- 133,428 147,428 ========= ========= Capital and reserves Called up share capital 4,273 4,054 Share premium account 52,044 48,292 Merger reserve 98,927 96,914 Other reserve 935 1,024 Profit and loss account (25,606) (6,255) Shares to be issued - 978 --------- --------- Total equity shareholders' funds 130,573 145,007 Equity minority interests 1,727 1,292 Non-equity minority interests 1,128 1,129 --------- --------- 133,428 147,428 ========= ========= CONSOLIDATED CASH FLOW FOR THE YEAR ENDED 31 MARCH 2002 Year Year ended ended 31 March 31 March 2002 2001 £m £m Net cash inflow from operating activities (Note 7) 8,102 4,587 Dividends received from joint ventures and associated undertakings 139 353 Net cash outflow for returns on investments and servicing of finance (936) (47) Taxation (545) (1,585) Net cash outflow for capital expenditure and financial investment (4,447) (19,011) Purchase of intangible fixed assets (325) (13,163) Purchase of tangible fixed assets (4,145) (3,698) Disposal of tangible fixed assets 75 275 Purchase of investments (44) (3,254) Disposal of investments 319 513 Other (327) 316 Net cash (outflow)/inflow for acquisitions and disposals (7,691) 30,653 Purchase of interests in subsidiary undertakings (3,078) (219) Net (overdrafts)/cash acquired with subsidiary undertakings (2,514) 542 Purchase of interests in joint ventures and associated undertakings (7,159) (79) Disposal of businesses 5,071 26,002 Disposal of interests in joint ventures and associated undertakings - 1,878 Proceeds on formation of joint venture - 2,544 Purchase of customer bases (11) (15) Equity dividends paid (978) (773) --------- --------- Cash (outflow)/inflow before management of liquid resources and financing (6,356) 14,177 Management of liquid resources 7,042 (7,541) Net cash outflow from financing (675) (6,691) Issue of ordinary share capital 3,581 65 Debt repayment (4,268) (6,800) Issue of shares to minorities 12 44 --------- --------- Increase/(decrease) in cash in the year 11 (55) ========= ========= Reconciliation of net cash flow to movement in net debt Increase/(decrease) in cash in the year 11 (55) Cash outflow from decrease in debt 4,268 6,800 Cash (inflow)/outflow from management of liquid resources (7,042) 7,541 --------- --------- (Increase)/decrease in net debt resulting from cash flows (2,763) 14,286 Net debt acquired on acquisition of subsidiaries (3,116) (13,726) Translation difference 517 (629) Other movements 50 (10) --------- --------- Increase in net debt in the year (5,312) (79) Opening net debt (6,722) (6,643) --------- --------- Closing net debt (Note 8) (12,034) (6,722) ========= ========= CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 31 MARCH 2002 Year Year ended ended 31 March 31 March 2002 2001 as restated £m £m Loss for the financial year - Group (14,131) (8,730) - Share of joint ventures and associated undertakings (2,024) (1,155) --------- --------- (16,155) (9,885) --------- --------- Currency translation - Group (1,980) 2,724 - Share of joint ventures and associated undertakings (283) 2,448 --------- --------- (2,263) 5,172 --------- --------- Total recognised gains and losses for the year (18,418) (4,713) ========= Prior year restatement for FRS 19 (386) --------- Total gains and losses recognised since last annual report (18,804) ========= MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS FOR THE YEAR ENDED 31 MARCH 2002 Loss for the financial year (16,155) (9,885) Equity dividends (1,025) (887) --------- --------- (17,180) (10,772) Currency translation (2,263) 5,172 New share capital subscribed 5,984 8,972 Shares to be issued (978) 978 Scrip dividends - 67 Other 3 (4) --------- --------- Net movement in equity shareholders' funds (14,434) 4,413 Opening equity shareholders' funds (originally £145,393m before restatement for FRS 19 of £386m) 145,007 140,594 --------- --------- Closing equity shareholders' funds 130,573 145,007 ========= ========= This information is provided by RNS The company news service from the London Stock Exchange MORE TO FOLLOW FR IFFLLEFIDFIF
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