Final Results
Ocean Wilsons Holdings Ld
24 April 2001
Ocean Wilsons Holdings Limited
Preliminary Announcement
At a board meeting held today the following announcement of the unaudited
results of the Company and its subsidiary companies for the year ended 31st
December 2000 was approved by the directors.
Consolidated Profit and Loss Account
Year to 31st Year to 31st
December December
2000 1999
£'000 £'000
Turnover
Turnover and share of joint ventures 81,382 73,395
less share of joint venture turnover (7,007) -
Existing operations 71,461 73,395
Acquisitions 2,914 (5,800)
Group turnover 74,375 67,595
Operating costs (60,117) (53,936)
Depreciation (5,684) (4,398)
Operating profit
Existing operations 9,383 9,261
Acquisitions (809) -
Group operating profit 8,574 9,261
Share of operating profit in
joint ventures 1,232 1,443
Share of operating loss in associates (160) (246)
Income from fixed asset investments 189 422
Realised surpluses on sales of investments 1,953 3,691
Profit on disposals of fixed assets - 48
Other interest receivable and
similar income 3,390 4,795
Interest payable (2,915) (3,351)
Net exchange loss on foreign
currency borrowings (4,114) (5,612)
Profit on ordinary activities before taxation 8,149 10,451
Taxation on profit on ordinary activities (2,603) (3,031)
Profit on ordinary activities after taxation 5,546 7,420
Minority interests (585) (986)
Profit for the financial year 4,961 6,434
Dividends
Interim - 1.00p per share (1999 1.00p) (375) (393)
Final - 5.00p per share (1999 5.00p) (1,830) (1,965)
Retained by group companies 2,756 4,076
Earnings per share basic and diluted 12.93p 16.37p
Ocean Wilsons Holdings Limited
Preliminary Announcement
Consolidated Balance Sheet
As at 31 As at 31
December December
2000 1999
£'000 £'000
Intangible Assets 1,496 -
Tangible assets 70,029 59,354
Investments 17,017 17,813
Current Assets
Stocks 1,233 884
Debtors 19,627 18,524
Cash at Bank 36,370 36,765
57,230 56,173
Creditors (amounts falling due
within one year) (24,843) (21,510)
Net current assets 32,387 34,663
Total assets less current liabilities 120,929 111,830
Creditors (amounts falling
due after one year) (50,467) (42,240)
Provisions for liabilities and charges (4,238) (5,006)
Minority interests (4,545) (3,607)
Net assets 61,679 60,977
Capital and reserves
Called up share capital 7,489 7,859
Profit and loss account 29,199 26,737
Capital reserves 20,642 20,495
Revaluation reserve 4,349 5,886
Equity shareholder funds 61,679 60,977
Net assets per share 164.73p 155.18p
Ocean Wilsons Holdings Limited
Consolidated Cashflow Statement
Year to 31 Year to 31
December December
2000 1999
£'000 £'000
Net cash inflow from
operating activities 13,798 12,379
Dividends from joint ventures 961 1,052
Returns on investments &
servicing of finance 1,312 1,900
Taxation (2,771) (5,025)
Capital expenditure and financial
investment (10,979) (17,178)
Acquisitions and disposals (5,203) (2,152)
Equity dividends paid (2,340) (2,260)
Cash outflow before management of
liquid resources (5,222) (11,284)
and financing
Management of liquid resources (1,176) (1,796)
Financing 4,961 12,778
Decrease in cash in the year (1,437) (302)
The final dividend of 5.00p per share will be paid on the 8th June,
2001, if approved by shareholders at the Annual General Meeting to
be held on 8th June 2001, to shareholders on the register at close
of business on 11th May, 2001.
Additional copies of this announcement can be obtained from the
company's registered office Clarendon House, Church Street,
Hamilton, Bermuda or from the Company's UK transfer agent,
Independent Registrars Limited, Balfour House, 390-398 High Ilford,
Essex IGI 1NQ.
Chairman's Statement
Accounts and Results
Turnover including joint ventures for the year grew 11% to £81.4 million. This
compares with £73.4 million in the previous year. Included in this total is £2.9
million in turnover attributable to the Tecon Salvador acquisition.
Group operating profit excluding acquisitions remained flat at £9.4 million.
After including losses from the Tecon Salvador acquisition, operating profit
fell marginally in the year to £8.6 million from £9.3 million in 1999. This is a
satisfactory result considering the intense competition in our
traditional markets.
The realised surplus on sales of investments was lower in the year at £2.0
million (1999 £3.7 million), as the prior year benefited from the disposal of
our investment in Rea Brothers Group Plc and in Finsbury Technology Trust.
Excluding income from the investment portfolio, profit for the year from the
Brazilian operations increased 21 % to £2.8 million from £2.3 million in 1999.
This is principally due to lower exchange losses on Brazilian foreign currency
borrowings that were £1.5 million lower at £4.1 million.
Taxation
The effective tax rate for the period was 32.0 % compared to 29.0% for 1999. The
increase in the Group's rate of tax is due to a decrease in investment portfolio
income in the year, which is not subject to tax. The corporate tax rate
prevailing in Brazil is 35% although there is no Group tax relief so that
losses and profits in separate companies cannot be offset.
Dividends
The board is recommending that the final dividend remain unchanged at 5.00p
(1999 5.00p). If approved by shareholders at the forthcoming Annual General
Meeting this will make a total dividend for the year of 6.00p (1999 6.00p). The
full year dividend is 2.2 times covered by profit for the financial year (1999
2.7 times) and will absorb £2,205,000 (1999 £2,358,000).
Share repurchase programme
During 2000 the company carried out an 'on market repurchase programme to
acquire and subsequently cancel, 1.85 million of its ordinary shares at an
average price of 88.6 pence per share. From November 1998 to January 2001 the
company has repurchased in total, 3.1 million shares at an average price of 88
pence each. In total £2.7 million was returned to shareholders.
Balance Sheet
Group net assets were in line with last year at £62.0 million (1999 $61.0
million). On a per share basis the Group's net assets increased 9.55p
to 164.73p (1999 155.18p). This increase reflects the impact of the
Groups share repurchase programme, Net assets located in Brazil account
for 86.08p per share (1999 84.80p) and net assets outside Brazil
78.65p(1999 70.38p). The total of cash and investments held by the
Group outside Brazil was 85.3p per share at year-end.
Cash flow
Net cash inflow from operating activities during the year was £13.8
million (1999 £12.4 million). The principal outflow was gross capital
expenditure in the year of £15.8 million, invested mainly in Tecon Rio
Grande.
Year end cash balances amounted to £36.4 million (1999 £36.6 million)
of which £21.0 million (1999 £19.1 million) was held outside Brazil
being 56.0p per share. The portfolio at that date was £11.0 million,
being 29.3p per share.
Borrowings and Interest
Net debt increased £11.1 million from £9.4 million to £20.5 million,
The Group's borrowings rose from £46.0 million to £56.8 million to
finance tug construction and the expansion of the Tecon Rio Grande
container terminal, The increase in net debt resulted in an increase in
gearing from 15.2% at 31 December 1999 to 33.2% at year end. Net debt is
expected to increase further in 2001 as new loans are being arranged to
finance future capital investment.
The Group's net interest earned in the profit and loss was £0.5 million
(1999 $1.4 million). This excludes the net exchange movements on foreign
currency borrowings held by the Brazilian subsidiaries, which are shown
separately in the profit and loss account and £1.0 million of interest
capitalised in fixed assets, principally at our subsidiary Tecon Rio
Grande.
The Group's Brazilian subsidiaries have significant US dollar loans and
$Real denominated loans that are monetarily corrected by the movement
in the US dollar / $Real exchange rate. While the liability in US
dollar terms remains unchanged a devaluation in the $Real generates
exchange losses when these loans are converted into $Reals which under
UK GAAP the Group is required to recognise in the Profit and Loss
account in the period in which it occurs.
Net exchange losses on foreign currency loans for the period were £4.8
million (1999 £5.6 million.) Lower exchange losses were incurred in
the period as the $Real devalued less against the US dollar in the year
than in 1999.
The total cost of debt in the period made up of interest and exchange
losses on foreign currency borrowings was £8.9 million.
Exchange rates
In the year to 31 December 2000 the $Real devalued 9% against the US dollar
(from 1.79 to 1.95) and 1 % against sterling (from 2.89 to 2.91). In 1999 the
$Real devalued 49% against the US dollar (from 1.21 to 1.79) and 44%
against sterling (from 2.01 to 2.89).
Investment Portfolio
The invested portfolio produced a return of 14.6% in the year.
Management of the investment portfolio was transferred on the 31
October 2001 from Close Private Asset Management to Hanseatic Asset
Management LBG. Hanseatic Asset Management LBG is an independent fund
management house specialising in asset allocation with which Mr W
Salomon who was previously responsible for our fund management at Close
Brothers Group plc is associated.
Close Private Asset Management who managed the portfolio until 31
October 2000 report as follows:
'After the initial euphoria of Y2K passing pretty much without
incident, the strong rising trend in equity markets broke down in
March, as investor enthusiasm for the Technology, Media and Telecoms
sectors (TMT), which had been the key driver behind the market rise,
suffered a sudden reversal. The two quarters that followed saw global
markets decline as sentiment gradually shifted from one of concern over
exuberance and unsustainable growth to one of concern about a dramatic
slowdown in global growth. These fears were compounded by a struggling
Euro and rapidly rising oil prices, the combined effects of which
looked likely to derail the shoots of economic recovery in Euroland.
Political uncertainty also played its part in unsettling investors: in
Japan the administration's credibility in being able to steer the
economy out of its deflationary trend slipped further, whilst the US
Presidential Election remained too close to call even beyond the
initial counting process. Meanwhile in Europe politics of another
nature were seen with the ECB deciding to intervene in the Forex market
in a move to support the ailing Euro just ahead of the Danish
Referendum on entering the single currency, the result of which was a
clear 'no'.
Over the 10 month period to 31 October 2000 the FTSE All Share declined
5.1%, whilst the FTSE 100 fell 7.1%. In the US the Dow Jones suffered a
4.6% fall, whilst the broader MSCI World index stood 9.8% below the
value at which it had closed 1999. The Nasdaq, having peaked in March
above 5000, had fallen 17.2% to 3369.63 at the end of October. Against
this volatile backdrop of declining global equity markets, the
portfolio of investments performed well, posting a return of +19.3% (in
capital terms, excluding uninvested cash). During the first quarter of
2000 the overall exposure to TMT was reduced further, with profits
being taken in a number of stocks including Vodafone, Intel and
Marconi. In addition the remaining holding in Finsbury Technology Trust
was sold.
The portfolio benefited from the strong rise in Finsbury Worldwide
Pharmaceutical Trust, the holding in which was subsequently sold in the
fourth quarter at an average price in excess of £6. The portfolio also
benefited from the strong rise in the Alternative Investment Strategies
Trust (+21.7% in US Dollar terms over the 10 month period). Other
strong contributions came from the NatWest FRNs that were called at par
in Q1 and from the HSBC FRNs that not only saw some spread tightening
but also generated additional return through the currency gains on the
US Dollar. Elsewhere in the portfolio the period saw Royal Bank of
Scotland post a 52.1 % gain, and trading gains were made through
positions in Spirent (previously Bowthorpe) and Provident Financial.
Hanseatic Asset Management report as follows.
'Following the transfer of the portfolio to Hanseatic Asset Management,
the position in the Finsbury Worldwide Pharmaceutical Fund was sold.
The manager decided to lock in what had been significant gains against
the background of a deteriorating market. It has been the manager's
policy to hold high cash balances to help protect the fund's value
against the sharp falls in equity prices which occurred during the
first quarter of 2001. More recently some of this cash has been put to
work in high yielding bonds, Japanese stocks and a position has been
re-established in the pharmaceutical and life sciences sector when
share prices were on average 30% cheaper than at the time of the sale
in November. Market conditions continue to be extremely volatile and
while the aggressive actions taken by the Federal Reserve to avert
recession in the United States will help to contain further downside
broad based market gains are likely to remain elusive until greater
visibility exists on corporate profits.'
Lloyds Insurance
The Group started a new subsidiary, Ascension Underwriting Limited to
underwrite insurance through the Lloyds insurance market during the
year. The intention is to generate additional income using the
non-Brazilian assets as collateral for insurance underwriting when the
board feels that market conditions are favourable. The company
underwrites on a range of syndicates and is advised by Cathedral
Capital Management Ltd and Anton Private Capital Limited. The Group has
committed to underwrite premium income of up to £2.5 million of business
on a limited liability basis for the year commencing 1 January 2001.
The Group's potential liability is currently limited to approximately
£1 million. It is the intention of the board to limit our future
liability to a maximum of £2.0 million.
Future Prospects
Trading results for the first quarter in 2001 are down on the
corresponding period for 2000, principally due to a decline in port
movements in Brazil. Since the year end the $Real has devalued a
further 16% against the US dollar to 2.26. The results for the current
year may be very adversely impacted if the current unexpected weakness
in the currency persists.
New investments for 2001 include a new distribution centre under
construction at Campinas in the state of Sao Paulo. The booming oil and
gas market in Brazil continues to present opportunities for the Group.
We were successful in a public tender to operate a platform supply
vessel (PSV) for Petrobras, the Brazilian state oil company. Our
associate company Brasco with our Scottish partner, ASCO plc., which
provides logistic services to the oil industry is producing encouraging results.
Finally I would like to express my appreciation for the support of my
fellow Directors and on their behalf, the appreciation of the Board to
our staff for their efforts in helping to build and develop the
Company.
Operating Review
Brazil
The current account deficit persisted during 2000 as a result of a
disappointing trade balance and adverse services balance. This deficit
was easily covered by foreign direct investment but the dependence on
external funding to finance shortfalls in the current account shows the
vulnerability of the Brazilian economy in the medium term and makes it
more susceptible to any contraction of liquidity in the international
market.
After relative stability during most of the year the $Real weakened
against the US dollar in November and December on worries about a
slowdown in world growth. The $Real weakened further in the first
quarter of 2001 due to nervousness created by the Argentine crisis.
Although the $Real is effectively a freely floating currency, the
tension in relation to the Argentinean Peso which is linked to the US
Dollar does spill over.
The economic outlook for Brazil in 2001 remains quite favourable with
forecasts of 4% growth and low inflation. However further progress is
required in the area of pension and tax reform and the dependence of
Brazil on foreign investment to cover the current account deficit means
that it remains vulnerable to external shocks.
Towage
Revenue in sterling terms grew 5% on the previous year although revenue
from harbour towage remained flat as our market share in some ports
declined. Overall the number of vessels attended in the year was in line
with prior year. Strong market pressures remain a concern and the
prospects for tariffs and margins returning to historical levels in the
short term are poor.
Ocean towage for the offshore oil industry and towage support for cable
laying operations had a successful year generating significant revenue.
The booming offshore gas and oil industry offers further opportunities
in this area in 2001.
Revenue at the two towage joint ventures with Docenave, Consorcio Baia
de Sao Marcos and Consorcio Barra dos Coqueiros rose 16% on prior year
although increased operating costs adversely affected margins.
Shipyard
Results from the shipyard in Guaruja, Sao Paulo were poor in the year as the
weak market for small vessel construction continued.
In January 2001 the company was successful in a public tender to operate a PSV
(platform supply vessel) for Petrobras, The vessel will be built at our
shipyard in 2001. The Group is currently in discussion to build two PSVs for
outside parties at our shipyard. These two vessels are larger than the PSV
being constructed for the Petrobras contract and would require additional
investment to expand our facilities.
Ship Agency
2000 was a challenging year for the ship agency division although revenue
remained in line with prior year. Additional revenue was obtained from tramp
vessels and coastal services. However these gains were offset by a decrease in
liner client revenue, as several major customers were lost due to
consolidations in the shipping sector.
Additionally the number of sugar vessels attended by our agency decreased in
line with the reduction in sugar exports from Brazil during 2000. Overall
the volume of vessels attended in 2000 was less than in 1999 but the change
in sales mix increased revenue per vessel.
Despite an increase in revenue per vessel margins were lower in 2000 as extra
expenses were incurred in improving our service and obtaining new business. The
new automated agency system - AGENSYS was implemented throughout our network of
branches during the year and new sales representatives appointed for China and
Greece.
Port Operations and Logistics
Turnover in sterling terms rose 23% on the previous year. This was attributable
to continued revenue growth at Tecon Rio Grande and the acquisition of the
container and heavy cargo terminal at Salvador.
Tecon Rio Grande continued to perform ahead of expectations with volumes of
containers handled growing 48% to 290,873 TEUs (twenty foot equivalent units)
compared with 196,530 in 1999. The expansion of the terminal was completed
during the year and two new portainers installed which will assist in
increasing productivity in 2001.
As mentioned in the Chairman's interim statement Tecon Salvador has been
operating since March of this year. Results to date have been lower than
anticipated due to poor sales mix and difficulty in attracting heavy cargo
clients to the terminal. A new commercial strategy implemented at the end of
the year is already producing positive results. The board anticipates that the
terminal will become profitable in the medium term.
The joint venture bonded warehouse, EADI Santo Andre made good progress with
revenues increasing 145%. As part of our logistics business the Group opened
distribution centres in Porto Alegre, Recife and Rio de Janeiro during the
year. A new management structure was created to improve communication with
the client and maximise synergy amongst our port operations and logistics
subsidiaries.
Our associate company Brasco which services the Brazilian oil and gas
market had an encouraging year. New contracts were signed with Shell, BP,
Exxon and TotalFinaElf to operate onshore bases to support their
offshore drilling activities.
As anticipated stevedoring revenues declined in 2000 as we lost
business due to port privatisations and the closure of our smaller,
less profitable operations
Other Activities
The two Dredgers operated by our associate company Dragaport began
operations in 2000 operating in the states of Rio Grande and Bahia.
Treasury
The Group has a centralised Treasury operation in Brazil, which manages
the investment of surplus funds and borrowings. Clear guidelines have
been established relating to cash management authority levels and
investment limits. The guidelines prohibit taking speculative financial
instrument positions and regular financial management reports are
supplied to senior management.
The main financial risks facing the Group are those related to funding,
interest rate, currency and, market price.
Funding risk
The Group trades principally in Brazil and holds a portfolio of
internationally listed investments outside Brazil. The Group borrows to
fund capital projects and look to cash flow from these projects to meet
repayments. Working capital is funded through cash generated by
operating revenues.
There is limited long term commercial funding available in Brazil
except from the Banco Nacional do Desenvolvimento Economico e Social
(BNDES). All long term funding is obtained by our Brazilian
subsidiaries from the BNDES or the International Finance Corporation
(IFC, part of the World Bank) except for specific equipment supplier
financing when available at favourable terms. The company will not
consider short-term borrowing in the Brazilian commercial markets while
prohibitive interest rates prevail.
At year end the Group had £56.8 million in borrowings repayable over
periods up to 12 years.
At year-end the Group held approximately £15.4 million in $Real
denominated cash deposits in Brazil and £21.0 million in sterling and
US dollar denominated deposits outside Brazil. The company maintains these
large cash balances as it continues to look for investment opportunities in
Brazil.
Interest rate risk
During 2000 the Group did not use interest rate swaps, options or
forward rate agreements to manage interest rate exposure on its debt
positions. However the Group actively reviews risk profiles and
considers undertaking interest rate swaps if necessary and only with
board approval.
The Group has three types of borrowings, $Real denominated, $Real
denominated linked to the US dollar and US dollar borrowings.
Currency risk
The Group operates principally in Brazil with the majority of the
Groups revenue, expenses and assets denominated in $Real. Consequently
currency translation movements can significantly affect the Group's
income and balance sheet and the Group faces significant currency
exposures when translating results into sterling. Due to the
prohibitive cost of hedging the $Real the Group does not hedge its net
exposure to the $Real as the board considers it uneconomic. Our US
dollar debt has defined repayments during the life of the loans.
Management reviews hedging these repayments for periods up to one year
by investing surplus funds in US dollar linked Brazilian Government
bonds.
The Group has significant long-term borrowings in US dollars and in
$Real denominated loans linked to the US dollar. These are used to
finance $Real denominated capital projects. This exposes the Group to
a potential currency mismatch of costs and revenues. The Group
undertakes this risk as there is no source of long term financing
denominated in $Real available to the Group.
The $Real denominated loans linked to the US dollar are monetarily
corrected by the movement in the US dollar/$Real exchange rate and
bear interest of between 1.5 - 4.5% per annum. The loans are
repayable over periods up to 12 years. The board considers it
uneconomic to hedge the loans in the long term, as the cost of hedging
the debt would significantly increase the cost of borrowing in US
dollars. While the Group may experience significant movements in the
exchange rate in a short period, the board considers this to be an
acceptable risk due to the low cost of the loans in US dollars terms
and long maturity date.
The majority of the Group's US dollar loans bear interest between
Libor + 3.75 and Libor + 4.0 % and are repayable in periods up to 9
years. In addition the Group has loans, which bear interest linked to
the performance of Tecon RG, that vary between Libor +2.0% and Libor
+6.0%.
Cash and investments held outside Brazil are principally in US dollar
and sterling denominated assets .
Market price risk
The Group invests in internationally listed securities and funds
principally for the long-term. The Group's exposure to market price
risk arises mainly from potential loss the Group may suffer through
holding market positions in the face of price movements.