15th Aug 2007 07:00
Balfour Beatty PLC15 August 2007 BALFOUR BEATTY PLC INTERIM RESULTS FOR THE HALF YEAR ENDED 30 JUNE 2007 Financial Summary 2007 2006 first half first half Revenue including joint ventures and associates £3,505m £2,719m Pre-tax (loss)/profit from continuing operations - before exceptional items and amortisation £76m £56m - after exceptional items and amortisation £(52)m £35m Profit attributable to equity shareholders £60m £28m Earnings per share - adjusted* 14.2p 11.4p - basic 14.0p 6.5p Interim dividend per share 4.6p 3.9p Financing - net cash before PFI/PPP subsidiaries (non-recourse) £479m £353m - net borrowings of PFI/PPP subsidiaries (non-recourse) £(27)m £(17)m * before exceptional items and amortisation of intangible assets, and, in the case of earnings per share, including the pre-exceptional results of discontinued operations Highlights - Pre-tax profit* up by 36% at £76 million- Cash generated from operations up 36% at £181 million- Adjusted earnings per share* up 25% to 14.2p- Interim dividend increased by 18% to 4.6p- Order book at record £10.6 billion- £1 million net exceptional gain, after £103 million Metronet post-tax write-off- Acquisition of Centex Construction establishes critical mass in the US- Niche acquisitions strengthen core businesses- Financial close reached for new PPP concessions to a value of £350 million "It is pleasing to report a first half year of particularly strong profit andearnings growth, coupled with a further significant strengthening of our cashposition and growth in our order book. "With our workloads continuing to increase, projects progressing well and a fullsix months' contribution from Balfour Beatty Construction US, we anticipatefurther good progress in the second half of the year." Sir David John, Chairman Ian Tyler, Chief Executive 15 August 2007 BALFOUR BEATTY PLC INTERIM RESULTS FOR THE HALF YEAR ENDED 30 JUNE 2007 OVERVIEW It is pleasing to report a first half year of particularly strong profit andearnings growth, coupled with a further significant strengthening of our cashposition and growth in our order book. We have also substantially enhanced the future earnings growth potential of thebusiness with the acquisitions of Centex Construction in the US (now BalfourBeatty Construction US), Exeter International Airport and a number of othersmall but important niche acquisitions. We remain committed to the delivery of the reliable, responsible growth that ourshareholders have enjoyed over recent years. We are clear about our prioritiesfor the continued development of the business in both the medium and the longterm and have the proven management capability to deliver. FIRST HALF YEAR RESULTS Balfour Beatty's pre-tax profits* from continuing operations for the six monthsto 30 June 2007 were up 36% at £76 million (2006: £56 million). Adjustedearnings per share* were up by 25% to 14.2p (2006: 11.4p). This reflects strong performances in all sectors, including a first quarter'scontribution from Balfour Beatty Construction US in line with our expectations. Operating cash performance was again strong in the period and period-end netcash, further enhanced by certain one-off inflows, stood at £479 million (2006:£353 million), before taking account of the consolidation of £27 million (2006:£17 million) of non-recourse net debt in our wholly-owned PPP street lightingconcessions. The Board has declared an interim dividend up 18% at 4.6p per ordinary share(2006: 3.9p). There was a net exceptional credit, after tax, of £1 million (2006: £21 millioncharge). This reflects a post-tax charge of £103 million in respect of thewrite-off of our investment in Metronet and an estimate of other consequentialwrite-offs, which was more than offset by credits arising from the sale of our24.5% interest in Devonport Management Limited (£57 million) and thecrystallisation of tax benefits in the US following the acquisition of CentexConstruction in late March (£50 million). Profit for the period attributable to equity shareholders, including profit fromdiscontinued operations, was £60 million (2006: £28 million) and basic earningsper share were 14.0p (2006: 6.5p). The period-end order book stood at £10.6 billion, up by 20% since 1 July 2006and by 16% since the year-end. Revenue, including the Group's share of joint ventures and associates, at£3,505 million (2006: £2,719 million) was up by 29%. * before exceptional items and amortisation of intangible assets, and, in the case of earnings per share, including the pre-exceptional results of discontinued operations THE FIRST HALF IN BRIEF Acquisitions and Disposals Good progress was made in pursuing the Group's medium-term growth strategy whichcentres on the expansion of its privately financed project business in the UKand overseas, further expansion of its UK professional and technical servicesbusiness and the broadening of its regional contracting base in the UK. Thelonger-term objective of creating substantial domestic businesses in selectedmarkets outside the UK, particularly the US, was also progressed. On 30 March, we completed the acquisition of Centex Construction (which hassubsequently been renamed Balfour Beatty Construction US) for a cashconsideration, including costs, of $377 million ($126 million, net of cashacquired). This acquisition of a high-quality, top-tier US building company,well placed in a number of growth markets, with annual sales in excess of $2billion and with highly compatible management processes and culture, is a majorstep forward in our long-term strategy of building a major domesticconstruction, services and investment presence in the US on our UK model. Theacquisition provides significant and immediate earnings enhancement, strongmarket presence and substantial potential to exploit new growth opportunities inconjunction with our established US businesses. The acquisition of Exeter International Airport for £60 million was completed inJanuary, through our specialist company, Regional & City Airports. Thisconstitutes a first step in our strategy of investing in non-PPP infrastructureassets in the UK. Exeter International is one of the UK's fastest-growingregional airports, with passenger numbers forecast to double by 2016.Subsequently, 40% of the £30 million equity invested in this asset has been soldto Galaxy, the international transportation equity investment fund, for £12million. We have significant expertise in the design and construction of airportassets and are currently developing a master plan for the long-term developmentof the airport. Other, smaller acquisitions were completed in the first half year in Swedishrail and professional and technical services in the UK and the US. Since the endof the period, further acquisitions have been made in rail, professional andtechnical services and UK road management and maintenance. The aggregate cost ofthese acquisitions was approximately £17 million. These transactions add to ourearning power in markets where we are already strong. On 28 June, we completed the sale of our 24.5% interest in Devonport ManagementLtd (DML) for a cash consideration of £86 million. Long-term involvement in DMLwas not core to our strategy and the sale represented excellent value to ourshareholders. Order Book During the first half of the year, the order book has grown by £1.5 billion to£10.6 billion, largely as a result of the consolidation of the order book ofBalfour Beatty Construction US. The underlying order book also continued togrow. Notable additions to the order book arose from the Eastern ElectricityAlliance contract with National Grid, substantial works for Grosvenor Estates inLiverpool and some major wins for our civil engineering and programme managementbusinesses in the US. The Board Jim Cohen, an executive Director since 2000, retired from the Board on 18February 2007. He took lead responsibility for the development of both our UKPPP business and our international rail operations and left with the Board'ssincere gratitude and best wishes. BUSINESS SECTORS Building, Building Management and Services Profit from operations in the building sector before exceptional items andamortisation rose by 76% to £30 million (2006: £17 million) during the firsthalf of the year. This reflected a 47% increase in the underlying profits of theexisting businesses, augmented by a first quarter's contribution from BalfourBeatty Construction US in line with our expectations. The UK-based construction businesses performed strongly. Balfour BeattyConstruction made good progress on a range of major projects, including majorschools schemes in Bassetlaw, North Lanarkshire, Birmingham and Manchester, andon the £550 million New Birmingham Hospital project. Mansell also made progressin strong markets for regional construction and social housing. Heery in the US,augmented by recent acquisitions, performed well and in June was awarded the$230 million contract to design and build a new Federal Correctional Institutionat Berlin, New Hampshire. Haden Building Management in the UK, now fullymobilised for its major new contracts for the Department for Work and Pensionsand the Metropolitan Police, also performed well. The sector order book increased to £5.1 billion during the period, including£1.2 billion arising on the acquisition of Balfour Beatty Construction US. Withactivity levels continuing to expand and a full six-month contribution fromBalfour Beatty Construction US, we expect significant further growth in thesecond half of the year. Civil and Specialist Engineering and Services Profit from continuing operations in the engineering sector before exceptionalitems and amortisation rose by 30% to £26 million (2006: £20 million) in theperiod. This represented a strong all-round performance, with particularlynotable improvements in Gammon in Hong Kong and in Balfour Beatty InfrastructureInc (previously Balfour Beatty Construction Inc) in the US and continuing growthin the contribution from Balfour Beatty Management. In March, Balfour Beatty Power Networks, which also performed strongly, wasawarded the £550 million five-year contract to upgrade and develop theelectricity transmission network in the eastern half of England, working inconjunction with Balfour Beatty Management. There is an option to extend thecontract for a further five years. Other major contracts were secured in theengineering sector in street lighting, US infrastructure and for YorkshireWater. Following the sale of our interest in Devonport Management Ltd at the end ofJune, operating profits in that business are accounted for under discontinuedbusinesses. At the end of June, the sector order book stood at £4.65 billion. It isanticipated that progress will accelerate significantly in the second half ofthe year. Rail Engineering and Services Profit from operations in the rail sector before exceptional items increased by18% to £13 million (2006: £11 million) during the period. Performance in the UKrail businesses improved, with high levels of activity in overground renewalsfor Network Rail and underground and sub-surface trackwork on the LondonUnderground system. The highly-complex project at Heathrow Terminal 5 madeexcellent progress and reached its final stages during the period. Performance in Balfour Beatty Rail Power Systems, the internationalelectrification and power supply business, was in line with the first half oflast year as were results in Balfour Beatty Rail Inc in the US. Projects inGermany, Italy, the US and other markets generally progressed well. In May, ourItalian business was awarded the contract for the design, construction andmaintenance of the new LRV (Trolleybus) system connecting Pescara andMontesilvano in the centre of Italy. The acquisition of a multi-disciplinary rail business and SAAB's signallingoperations, to augment our established position in Sweden, has created theleading privately-owned rail infrastructure contractor in the Nordic region. The order book stood at £0.85 billion at the end of the period. In July, the UKgovernment published its 30-year rail strategy White Paper with the welcome newsthat some £10 billion is to be invested in network capacity enhancement between2009 and 2014, including major projects for Thameslink and Birmingham andReading stations. We expect to see continuing good progress in the second half of the year. Investments and Developments Profit from operations before exceptional items in the investments sectorimproved by 13% to £17 million (2006: £15 million), despite the planned increasein bid investment and costs in the UK and elsewhere. Barking Power had aparticularly strong half year with excellent reliability and availability andother concessions performed at anticipated levels. Early in the year, the acquisition of Exeter International Airport was completedfor £60 million, with 40% of the £30 million equity invested being subsequentlysold to Galaxy, the infrastructure investment fund. During the period, the £311million Pinderfields and Pontefract Hospital project and the £36 million DerbyStreet Lighting project reached financial close. On 18 July, the Metronet concessions for the London Underground PPP, in which wehad a 20% interest, went into PPP Administration. The costs to the Group havebeen accounted as exceptional and are further described below. The LondonUnderground PPP is unique and we do not anticipate any negative impact on the UKPPP market as a whole to arise as a result of Metronet's Administration. Balfour Beatty is working closely with Metronet, London Underground and theAdministrator in order to ensure that the daily operations of the network remainunaffected over the period of Metronet's Administration. The Group remainscommitted to the creation of a world-class underground system for London andwill continue to provide such services to London Underground as required andrequested under the new ownership structure which succeeds Metronet. Two major new preferred bidder positions were secured during the first half ofthe year. In January, Consort Healthcare was appointed preferred bidder for the30-year, £152 million Fife General Hospital and Maternity Services PPP for NHSFife. In May, Transform Schools was appointed preferred bidder for the£140 million Islington Building Schools for the Future programme. In both cases,all construction and long-term services will be provided by Balfour Beattysubsidiary companies. We now have five major projects at preferred bidder stage and are well advancedin bidding for a further eight, including the £1.5 billion M25 widening scheme.The development of our PPP businesses in the US, South-East Asia and Germanymade good progress during the first half. We have been short listed for theOakland Connector rail project in California, the North Tarrant Expresswayproject in Texas, the Institute of Technical Education in Singapore and BremenHospital in Germany. The UK PPP market remains strong, with major opportunities continuing to arisein transportation, healthcare and particularly education through the BuildingSchools for the Future initiative which is now gaining momentum. PPP procurementalso continues to gather pace in the US, South-East Asia and western Europe. In the second half of the year there will be a further acceleration in bid costsas activity intensifies on the later stages of some major bids and we continueto expand our activities in the US, Hong Kong and Germany. As a result, aspreviously anticipated, we do not expect performance in this sector for the fullyear to match that of the previous year. EXCEPTIONAL ITEMS There are a number of exceptional items in the first half year accounts,resulting in a net exceptional credit of £1 million. On 18 July, the directors of Metronet Rail BCV Ltd and Metronet Rail SSL Ltd,the PPP concession companies in which Balfour Beatty had a 20% interest andwhich were responsible for the upgrade of two-thirds of London Underground'srail system, asked the Mayor of London to seek the appointment of a PPPAdministrator. In its June trading update, Balfour Beatty indicated its intention to write-offapproximately £100 million, representing the equity invested in the Metronetconcessions, the profits recognised in respect of these investments in prioryears and certain other, related issues. Following the entry of the concessionsinto PPP Administration and pending final agreement with the Administrator inrespect of the recovery of certain day-to-day trading balances between BalfourBeatty operating and affiliate companies and Metronet, a total post-taxexceptional charge of £103 million has been recorded in the half-year accounts.This comprises a net investment write-off of £87 million, estimated contractprovisions of £35 million, and related tax credits of £19 million. A further £3 million charge arises from some reorganisation costs in the US andthe premium on the buy-back of preference shares. These charges are very largely offset by two exceptional credits. There is a£57 million exceptional profit arising from the disposal of our 24.5% interestin Devonport Management Ltd. In addition, consequent to the acquisition ofCentex Construction, the crystallisation of the benefits of tax losses and othertax assets in the US, which have to be recognised in full under IAS 12, hasresulted in an exceptional gain of £50 million. OUTLOOK With our workloads continuing to increase, projects progressing well and a fullsix months' contribution from Balfour Beatty Construction US, we anticipatefurther good progress in the second half of the year. ENDS Enquiries to:- Ian Tyler, Chief Executive Anthony Rabin, Finance Director Tim Sharp, Director of Corporate Communications Tel: 020 7216 6800 www.balfourbeatty.com * * * * * * * * Balfour Beatty is a world-class engineering, construction, services andinvestment business, well positioned in infrastructure markets which offersignificant long-term growth. We work in partnership with sophisticatedcustomers who value the highest levels of quality, safety and technicalexpertise. Our skills are applied in appropriate combination to meet individualcustomer needs. Balfour Beatty's financial position, with significant net cashand with strong operating cash flows, offers continuing flexibility to addadditional capacity and expertise to the business mix and to make appropriateinvestments in PPP and other long-term growth opportunities. * * * * * * * * High resolution photographs are available to the media free of charge atwww.newscast.co.uk (tel +44 (0)20 7608 1000). A presentation to analysts and investors will be made at JPMorgan Cazenove, 20Moorgate, EC2 at 9.45 am. There will be a live webcast of this presentation on www.balfourbeatty.com andthe slides presented will be available on the website from 9.45 am. * * * * * * * * The Interim Report for the half-year ended 30 June 2007 together with theIndependent Review Report of Deloitte & Touche LLP will be posted on 20 August2007 to holders of ordinary shares and preference shares. Copies will also beavailable for members of the public at the Company's registered office at 130Wilton Road, London, SW1V 1LQ and the report can be viewed on the Company'swebsite at www.balfourbeatty.com. The interim 2007 dividend of 4.6p net per ordinary share will be paid on12 December 2007 to holders of these shares on the register on 26 October 2007by direct credit or, where no mandate has been given, by cheque posted on10 December 2007 payable on 12 December 2007. The ordinary shares will be quotedex-dividend on 24 October 2007. A preference dividend of 5.375p gross (4.8375p net at current tax rate) percumulative convertible redeemable preference share will be paid in respect ofthe six months ending 31 December 2007 on 1 January 2008 to holders of theseshares on the register on 23 November 2007 by direct credit or, where no mandatehas been given, by cheque posted on 28 December 2007 payable on 1 January 2008.The preference shares will be quoted ex-dividend on 21 November 2007. * * * * * * * * Group income statement For the half-year ended 30 June 2007 based on unaudited figures 2007 2006 2006 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 ContinuingoperationsRevenue including share of joint ventures andassociates 3,505 - 3,505 2,719 - 2,719 5,741 - 5,741Share of revenue of joint venturesand associates 3 (642) - (642) (665) - (665) (1,254) - (1,254) Group revenue 2,863 - 2,863 2,054 - 2,054 4,487 - 4,487Cost of sales (2,655) (35) (2,690) (1,900) - (1,900) (4,121) - (4,121)Gross profit 208 (35) 173 154 - 154 366 - 366Net operatingexpenses- amortisation of intangible assets - (3) (3) - - - - (1) (1)- other (169) (89) (258) (129) (15) (144) (286) (19) (305)Group operating (loss)/profit 39 (127) (88) 25 (15) 10 80 (20) 60Share of results of joint venturesand associates 3 34 - 34 27 - 27 56 - 56(Loss)/profit from operations 73 (127) (54) 52 (15) 37 136 (20) 116Investment income 4 13 - 13 12 - 12 26 - 26Finance costs 5 (10) (1) (11) (8) (6) (14) (18) (7) (25)(Loss)/profit before taxation 76 (128) (52) 56 (21) 35 144 (27) 117Taxation 7 (17) 70 53 (11) - (11) (35) 1 (34)Profit for the period fromcontinuingoperations 59 (58) 1 45 (21) 24 109 (26) 83Profit for the period fromdiscontinuedoperations 8 2 57 59 4 - 4 8 - 8Profit for the periodattributable toequityshareholders 61 (1) 60 49 (21) 28 117 (26) 91 * and amortisation of intangible assets 2007 2006 2006 first half first half year pence pence penceBasic earningsper ordinaryshare- continuing operations 9 0.3 5.6 19.3- discontinued operations 9 13.7 0.9 1.9 14.0 6.5 21.2Diluted earningsper ordinaryshare- continuing operations 9 0.3 5.6 19.1 - discontinued operations 9 13.6 0.9 1.9 13.9 6.5 21.0 Dividends per ordinary shareproposed for theperiod 10 4.6 3.9 9.1 Group statement of recognised income and expenseFor the half-year ended 30 June 2007 based on unaudited figures 2007 2006 2006 first half first half year Notes £m £m £m Actuarial gains on retirement benefit obligations 126 46 36PFI/PPP cash flow hedges - net fair value gains 39 25 32 - reclassified and reported in net profit 7 - -PFI/PPP financial assets - fair value revaluation (36) (28) (2) - reclassified and reported in net profit (3) - -Changes in fair value of net investment hedges 5 7 14Currency translation differences (7) (7) (17)Tax on items taken directly to equity (43) (15) (26) Net income recognised directly in equity 88 28 37Profit for the period from continuing operations 1 24 83Profit for the period from discontinued operations 59 4 8 Total recognised income for the period attributable to equity shareholders 14 148 56 128 Group balance sheetAt 30 June 2007 based on unaudited figures 2007 2006 2006 first half first half year Notes £m £m £m Non-current assetsIntangible assets - goodwill 603 292 427 - other 44 - 9Property, plant and equipment 199 170 183Investments in joint ventures and associates 3 356 400 458Investments 46 47 46PFI/PPP financial assets 28 20 22Deferred tax assets 92 67 102Derivative financial instruments 8 1 2Trade and other receivables 42 35 50 1,418 1,032 1,299Current assetsInventories 92 75 75Due from customers for contract work 349 263 252Derivative financial instruments 3 5 3Trade and other receivables 828 614 626Current tax assets 10 - -Cash and cash equivalents 481 381 323 1,763 1,338 1,279 Total assets 3,181 2,370 2,578 Current liabilitiesTrade and other payables (1,798) (1,182) (1,289)Due to customers for contract work (365) (274) (265)Derivative financial instruments - - (1)Current tax liabilities (8) (32) (28)Borrowings (1) (28) (17) (2,172) (1,516) (1,600) Non-current liabilitiesTrade and other payables (97) (68) (77)Borrowings - PFI/PPP non-recourse term loans (27) (17) (21) - other (1) - (1)Deferred tax liabilities (5) (4) (5)Liability component of preference shares (88) (90) (90)Retirement benefit obligations 12 (160) (237) (288)Provisions (118) (112) (109) (496) (528) (591) Total liabilities (2,668) (2,044) (2,191) Net assets 513 326 387 Equity Called-up share capital 14 216 214 215Share premium account 14 46 40 43Equity component of preference shares 14 16 16 16Special reserve 14 167 172 169Share of joint ventures' and associates'reserves 14 167 199 243Other reserves 14 3 10 5Accumulated losses 14 (102) (325) (304) Total equity 513 326 387 Group cash flow statementFor the half-year ended 30 June 2007 based on unaudited figures 2007 2006 2006 first half first half year Notes £m £m £m Cash flows from operating activitiesCash generated from operations 16.1 181 133 217Income taxes paid (10) (9) (24) Net cash from operating activities 171 124 193 Cash flows from investing activitiesDividends received from joint ventures and associates 76 7 24Interest received 13 14 29Acquisition of businesses, net of cash and cash equivalents acquired (95) (21) (80)Purchase of property, plant and equipment (39) (28) (57)Purchase of investments - (10) (8)Investment in and loans made to joint ventures and associates (33) (8) (22)Investment in financial assets (7) (4) (12)Disposal of businesses, net of cash and cash equivalents disposed 92 - -Disposal of property, plant and equipment 7 6 9 Net cash from/(used in) investing activities 14 (44) (117) Cash flows from financing activitiesProceeds from issue of ordinary shares 2 3 6Purchase of ordinary shares (4) (4) (3)Proceeds from new loans 6 30 35Repayment of loans (1) - (27)Finance lease principal repayments - (1) (1)Buy-back of preference shares (3) (17) (19)Ordinary dividends paid - (15) (52)Interest paid (7) (2) (5)Preference dividends paid (6) (6) (12) Net cash used in financing activities (13) (12) (78) Net increase/(decrease) in cash and cash equivalents 172 68 (2) Effects of exchange rate changes 1 (3) (6) Cash and cash equivalents at beginning of period 308 316 316 Cash and cash equivalents at end of period 16.2 481 381 308 Notes 1 Basis of presentation The interim financial statements have been prepared on the basis of the accounting policies set out in the 2006 Balfour Beatty plc Annual Report and Accounts. The unaudited results for the half-year ended 30 June 2007 were approved by the Board on 14 August 2007. The full year figures for 2006 included in this report do not constitute statutory accounts for the purposes of Section 240 of the Companies Act 1985. A copy of the Company's statutory accounts for the year ended 31 December 2006 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. 2 Segment analysis - continuing operations For the half-year ended 30 June 2007 Performance by activity: Building, Civil and 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 1,509 1,004 341 9 - 2,863 Group operating profit 30 20 12 (10) (13) 39 Share of results of joint ventures and associates - 6 1 27 - 34 Profit from operations before exceptional items and amortisation 30 26 13 17 (13) 73 Exceptional items (25) (11) (1) (87) - (124) Amortisation of intangible assets (2) (1) - - - (3) Loss from operations 3 14 12 (70) (13) (54) Investment income 13 Finance costs (11) Loss before taxation (52) Performance by geographic origin: North Europe America Other* Total £m £m £m £m Group revenue 2,290 559 14 2,863 Profit from operations before exceptional items and amortisation 65 - 8 73 Exceptional items (122) (2) - (124) Amortisation of intangible assets (1) (2) - (3) Loss from operations (58) (4) 8 (54) For the half-year ended 1 July 2006 Performance by activity: Building, Civil and 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 955 717 376 6 - 2,054 Group operating profit 16 17 11 (8) (11) 25 Share of results of joint ventures and associates 1 3 - 23 - 27 Profit from operations before exceptional items 17 20 11 15 (11) 52 Exceptional items - (17) 2 - - (15) Profit from operations 17 3 13 15 (11) 37 Investment income 12 Finance costs (14) Profit before taxation 35 Performance by geographic origin: North Europe America Other* Total £m £m £m £m Group revenue 1,756 283 15 2,054 Profit from operations before exceptional items 57 (9) 4 52 Exceptional items 2 (17) - (15) Profit from operations 59 (26) 4 37 * Other principally comprises the Group's operations in Hong Kong and Dubai. For the year ended 31 December 2006 Performance by activity: Building, Civil and 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 2,030 1,677 766 14 - 4,487 Group operating profit 42 46 35 (19) (24) 80 Share of results of joint ventures and associates 1 1 3 51 - 56 Profit from operations before exceptional items and amortisation 43 47 38 32 (24) 136 Exceptional items - (21) 2 - - (19) Amortisation of intangible assets - (1) - - - (1) Profit from operations 43 25 40 32 (24) 116 Investment income 26 Finance costs (25) Profit before taxation 117 Performance by geographic origin: North Europe America Other* Total £m £m £m £m Group revenue 3,893 572 22 4,487 Profit from operations before exceptional items and amortisation 133 (12) 15 136 Exceptional items (1) (18) - (19) Amortisation of intangible assets (1) - - (1) Profit from operations 131 (30) 15 116 3 Share of results and net assets of joint ventures and associates 2007 2006 2006 first first year half half £m £m £m Income statement - continuing operations Share of revenue of joint ventures and associates 642 665 1,254 Operating profit before exceptional items 25 20 43 Investment income 66 60 127 Finance costs (49) (43) (89) Taxation (8) (10) (25) Share of results of joint ventures and associates before exceptional items 34 27 56 Balance sheet Property, plant and equipment 157 200 197 PFI/PPP financial assets 1,277 1,369 1,541 Net cash/(borrowings) - PFI/PPP non-recourse (1,278) (1,186) (1,260) - other 73 83 88 Other net assets/(liabilities) 127 (66) (108) Share of net assets of joint ventures and associates 356 400 458 4 Investment income 2007 2006 2006 first first year half half £m £m £m PFI/PPP interest on financial assets 1 1 1 PFI/PPP subordinated debt interest receivable 4 3 8 Other interest receivable and similar income 8 8 17 13 12 26 5 Finance costs 2007 2006 2006 first first year half half £m £m £m PFI/PPP non-recourse - other interest payable 1 1 1 Other interest payable - bank loans and overdrafts 1 - 3 - other 2 1 2 Preference shares - finance cost 6 6 12 10 8 18 Exceptional items - premium on buy-back of preference shares 1 6 7 11 14 25 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 2007 on 1 July 2007 to holders of these shares on the register on 1 June 2007. 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 2007 on 1 January 2008 to holders of these shares on the register on 23 November 2007 by direct credit or, where no mandate has been given, by cheque posted on 28 December 2007 payable on 1 January 2008. These shares will be quoted ex-dividend on 21 November 2007. 6 Exceptional items and amortisation of intangible assets 2007 2006 2006 first half first half year Metronet Other Total £m £m £m £m £m 6.1 (Charged against)/credited to (loss)/profit from operations Cost of sales - Metronet - contract losses (35) - (35) - - Net operating expenses - Metronet - impairment of investment (87) - (87) - - - North America integration and reorganisation costs - (2) (2) - (2) - National Engineering and Contracting Company - impairment of goodwill - - - (17) (16) - litigation settlements and fines - - - 2 2 - Birse Group integration costs - - - - (3) (122) (2) (124) (15) (19)6.2 Charged to finance costs - premium on buy-back of preference shares - (1) (1) (6) (7) Charged against (loss)/profit before taxation (122) (3) (125) (21) (26) 6.3 Credited to taxation - tax on items above 19 - 19 - 1 - recognition of US deferred tax assets - 50 50 - - Charged against profit for the period from continuing operations (103) 47 (56) (21) (25) 6.4 Credited to profit for the period from discontinued operations - profit on sale of operations - 57 57 - - Exceptional items credited to/(charged against) profit for the period (103) 104 1 (21) (25) Amortisation of intangible assets - (3) (3) - (1) Tax thereon - 1 1 - - (103) 102 (1) (21) (26) 6.1 In 2007 first half, as a result of the request by Metronet Rail BCV Ltd to the Arbiter for an Extraordinary Review of the incurred and forecast costs, his subsequent interim award, and the consequent appointment to both Metronet Rail BCV Ltd and Metronet Rail SSL Ltd (collectively "Metronet") of a PPP Administrator, the Group's investment in the Metronet concessions, including profits recognised in previous periods, has been written down to £nil. In addition, provision has been made for an estimate of the costs resulting from the administration of Metronet, including the impact on its contract with Trans4m Ltd, in which the Group owns 25% of the ordinary share capital and with which certain Group subsidiaries contract, and other direct contracts with Group subsidiaries. These costs include, where relevant, provision for winding down contracts, outstanding receivables and settlement of other trading items. In the US, costs of £1m incurred in the reorganisation and integration of Balfour Beatty Construction (formerly Centex Construction) acquired in the period have been charged against Group operating (loss)/profit, together with further costs of £1m (2006: first half £nil, full year £2m) arising on the reorganisation of the central division of Balfour Beatty Infrastructure Inc (formerly Balfour Beatty Construction Inc). In 2006, as a result of unsatisfactory performance in the central division of Balfour Beatty Infrastructure Inc, the goodwill arising on the acquisition of National Engineering and Contracting Company was written off and charged against Group operating profit (first half £17m, full year £16m). The exceptional item credited to Group operating profit in 2006 (first half £2m, full year £2m) arose from the reduction in the fine (less associated costs) imposed on Balfour Beatty Rail Infrastructure Services Ltd in respect of the Hatfield derailment in October 2000. Costs incurred in the reorganisation and integration of Birse Group acquired in 2006 (first half £nil, full year £3m) were charged against Group operating profit. 6.2 The exceptional items charged against finance charges are the premium of £1m (2006: first half £6m, full year £7m) arising on the repurchase for cancellation of 2.1m (2006: first half 10.8m, full year 12.0m) preference shares at a cost of £3m (2006: first half £17m, full year £19m). 6.3 The exceptional items charged against (loss)/profit from operations have given rise to a net tax credit of £19m (2006: first half £nil, full year £1m). Consequent to the acquisition of Balfour Beatty Construction (formerly Centex Construction), the benefits of tax losses and other tax assets arising from temporary differences in the US have crystallised and have been recognised in full in accordance with IAS 12, giving rise to an exceptional gain of £50m in the 2007 first half. 6.4 Approval of the sale of the Group's 24.5% interest in its associate, Devonport Management Ltd, was obtained from the Ministry of Defence on 26 June 2007, at which time this investment became held for sale. On 28 June 2007, the Group completed the sale of this investment for a total cash consideration of £86m, resulting in a gain on disposal of £57m, which has been credited to profit from discontinued operations. The carrying value of the investment at the date of sale was £27m. Costs associated with the disposal amounted to £2m. 7 Taxation 2007 2006 2006 first half first half year £m £m £m UK current tax 6 6 16 Foreign current tax 5 3 7 Deferred tax 6 2 12 17 11 35 Exceptional items and amortisation of intangible assets (70) - (1) Total tax (credit)/charge (53) 11 34 The Group tax charge above does not include any amounts for joint ventures and associates, whose results are disclosed in the income statement net of tax (see Note 3). In addition to the Group tax charge above is £43m (2006: first half £15m, full year £26m) of tax charged directly to equity, comprised of current tax of £2m (2006: first half £2m, full year £8m), deferred tax of £43m (2006: first half £14m, full year £7m) and a credit in respect of joint ventures and associates of £2m (2006: first half £1m credit, full year £11m charge). Corporation tax for the period is charged at 40% (2006: first half 39%, full year 39%), representing the best estimate of the weighted average annual applicable tax rates expected for the full financial year applied to the first half profits, based on profit before taxation, exceptional items and amortisation of intangible assets, excluding the results of joint ventures and associates. 8 Discontinued operations The Group's 24.5% interest in Devonport Management Ltd ("DML"), sold on 28 June 2007 and previously included in Civil and specialist engineering and services, has been classified as discontinued. The profit for the period from discontinued operations includes the Group's share of the post-tax results of and management fees from DML of £3m (2006: first half £4m, full year £8m) and the profit on sale of the Group's interest in DML of £57m, after charging taxation of £nil. In the first half 2007, DML generated cash flows from investing activities of £2m (2006: first half £nil, full year £nil), excluding net proceeds of sale. On 5 January 2007, the Group acquired a 100% indirect interest in Exeter and Devon Airport Ltd ("EDAL") with the intent of selling on a 40% equity interest. Consequently, from 5 January 2007 to 4 April 2007, when the 40% equity interest was sold, EDAL has been treated as an asset held for resale, and its results (£1m loss) shown under discontinued operations. In the first half 2007, Metronet Rail BCV Holdings Ltd and Metronet Rail SSL Holdings Ltd recorded a result of £nil in share of results of joint ventures and associates, together with an exceptional impairment charge of £87m before taxation. In the Group's financial statements for the full year 2007, these will be included as discontinued operations, as a result of the appointment of a PPP Administrator to the concession companies on 18 July 2007. 9 Earnings per ordinary share 2007 2006 2006 first half first half year Basic Diluted Basic Diluted Basic Diluted £m £m £m £m £m £m Earnings - continuing operations 1 1 24 24 83 83 - discontinued operations 59 59 4 4 8 8 60 60 28 28 91 91 Exceptional items (1) 21 25 Amortisation of intangible assets 2 - 1 Adjusted earnings 61 49 117 Comprising: - continuing operations 59 45 109 - discontinued operations 2 4 8 61 49 117 m m m m m m Weighted average number of ordinary shares 429.1 432.2 426.2 430.9 427.1 431.0 pence pence pence pence pence pence Earnings per ordinary share - continuing operations 0.3 0.3 5.6 5.6 19.3 19.1 - discontinued operations 13.7 13.6 0.9 0.9 1.9 1.9 14.0 13.9 6.5 6.5 21.2 21.0 Exceptional items (0.2) 4.9 5.9 Amortisation of intangible assets 0.4 - 0.2 Adjusted earnings per ordinary share 14.2 11.4 27.3 Comprising: - continuing operations 13.7 10.5 25.4 - discontinued operations 0.5 0.9 1.9 14.2 11.4 27.3 The calculation of basic earnings is based on profit for the period attributable to equity shareholders. The weighted average number of ordinary shares used to calculate diluted earnings per ordinary 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 amortisation of intangible assets, and including the pre-exceptional results of discontinued operations, has been disclosed to give a clearer understanding of the Group's underlying trading performance. 10 Dividends on ordinary shares 2007 2006 2006 first half first half year Per share Amount Per share Amount Per share Amount pence £m pence £m pence £m Proposed dividends for the period: Interim 2006 - - 3.9 17 3.9 17 Final 2006 - - - - 5.2 22 Interim 2007 4.6 20 - - - - 4.6 20 3.9 17 9.1 39 Recognised dividends for the period: Final 2005 - 20 20 Interim 2006 - - 17 Final 2006 22 - - 22 20 37 The interim 2007 dividend will be paid on 12 December 2007 to holders of ordinary shares on the register on 26 October 2007 by direct credit or, where no mandate has been given, by cheque posted on 10 December 2007 payable on 12 December 2007. These shares will be quoted ex-dividend on 24 October 2007. 11 PFI/PPP subsidiaries The Group has a 100% interest in three PFI/PPP concessions through its shareholdings in Connect Roads Sunderland Holdings Ltd, Connect Roads South Tyneside Holdings Ltd and Connect Roads Derby Holdings Ltd. The performance of the wholly-owned PFI/PPP concessions and their balance sheets are summarised below: 2007 2006 2006 first half first half year £m £m £m Income statement Group revenue 8 6 14 Profit from operations - - - Investment income 1 1 1 Finance costs (1) (1) (1) Profit before taxation - - - Taxation - - - Profit for the period - - - Cash flow Profit from operations - - - Decrease in working capital - - 1 Income taxes paid - - - Net cash inflow from operating activities - - 1 Net cash outflow from investing activities (5) (3) (7) Net cash outflow from financing activities (1) - (1) Net cash outflow (6) (3) (7) Net borrowings at beginning of period (21) (14) (14) Net borrowings at end of period (27) (17) (21) Balance sheet PFI/PPP financial assets 28 20 22 Other net current assets 2 (1) (1) Non-recourse term loans (27) (17) (21) Net assets 3 2 - 12 Retirement benefit obligations The following actuarial assumptions used in the IAS 19 valuations of the Group's principal defined benefit pension schemes have been updated from those used at 31 December 2006: 2007 2006 2006 first half first half year % % % Inflation rate 3.30 3.00 3.10 Discount rate 5.85 5.25 5.15 Future salary increases 4.80 4.50 4.60 Future pension increases 3.30 3.00 3.10 The movement in retirement benefit obligations for the period was £m £m £m as follows: At beginning of period (288) (280) (280) Exchange adjustments - - 2 Service cost (26) (26) (52) Interest cost (59) (51) (104) Expected return on plan assets 66 58 117 Contributions from employer 21 18 36 Benefits paid - 1 2 Actuarial gains and losses - assets (35) (42) 21 - liabilities 161 87 5 Businesses acquired - (2) (35) At end of period (160) (237) (288) 13 Share capital During the half-year ended 30 June 2007, 58,191 ordinary shares were issued following the exercise of savings-related share options and 858,837 ordinary shares were issued following the exercise of executive share options for an aggregate cash consideration of £2m. During the half-year ended 30 June 2007, 2,125,000 preference shares were repurchased for cancellation by the Company for a total consideration of £3,385,509 at an average price of 159.3p. 14 Movements in equity For the half-year ended 30 June 2007 Share of Equity joint component ventures' Called-up Share of and share premium preference Special associates' Other Accumulated capital account shares reserve reserves reserves losses Total £m £m £m £m £m £m £m £m At 1 January 2007 215 43 16 169 243 5 (304) 387 Net profit for the period - - - - 37 - 23 60 Actuarial gains on retirement benefit obligations - - - - - - 126 126 PFI/PPP cash flow hedges - net fair value gains - - - - 35 4 - 39 - reclassified and reported in net profit - - - - 7 - - 7 PFI/PPP financial assets - fair value revaluation - - - - (36) - - (36) - reclassified and reported in net profit - - - - (3) - - (3) Changes in fair value of net investment hedges - - - - - 5 - 5 Currency translation differences - - - - (1) (6) - (7) Tax on items taken directly to equity - - - - 2 (3) (42) (43) Total recognised income for the period - - - - 41 - 107 148 Ordinary dividends - - - - - - (22) (22) Joint ventures' and associates' dividends - - - - (76) - 76 - Issue of ordinary shares 1 1 - - - - - 2 Buy-back of preference shares - 2 - - - - (3) (1) Movements relating to share-based payments - - - - - (2) 1 (1) Transfers - - - (2) (41) - 43 - At 30 June 2007 216 46 16 167 167 3 (102) 513 For the half-year ended 1 July 2006 Share of Equity joint component ventures' Called-up Share of and share premium preference Special associates' Other Accumulated capital account shares reserve reserves reserves losses Total £m £m £m £m £m £m £m £m At 1 January 2006 214 26 18 175 182 5 (328) 292 Net profit for the period - - - - 31 - (3) 28 Actuarial gains on retirement benefit obligations - - - - 1 - 45 46 PFI/PPP cash flow hedges - net fair value gains - - - - 25 - - 25 PFI/PPP financial assets - fair value revaluation - - - - (31) 3 - (28) Changes in fair value of net investment hedges - - - - - 7 - 7 Currency translation differences - - - - (3) (4) - (7) Tax on items taken directly to equity - - 1 - 1 (3) (14) (15) Total recognised income for the period - - 1 - 24 3 28 56 Ordinary dividends - - - - - - (20) (20) Joint ventures' and associates' dividends - - - - (7) - 7 - Issue of ordinary shares - 3 - - - - - 3 Buy-back of preference shares - 11 (3) - - - (11) (3) Movements relating to share-based payments - - - - - - (2) (2) Transfers - - - (3) - 2 1 - At 1 July 2006 214 40 16 172 199 10 (325) 326 For the year ended 31 December 2006 Share of Equity joint component ventures' Called-up Share of and share premium preference Special associates' Other Accumulated capital account shares reserve reserves reserves losses Total £m £m £m £m £m £m £m £m At 1 January 2006 214 26 18 175 182 5 (328) 292 Net profit for the year - - - - 63 - 28 91 Actuarial gains on retirement benefit obligations - - - - 10 - 26 36 PFI/PPP cash flow hedges - net fair value gains - - - - 32 - - 32 PFI/PPP financial assets - fair value revaluation - - - - (2) - - (2) Changes in fair value of net investment hedges - - - - - 14 - 14 Currency translation differences - - - - (7) (10) - (17) Tax on items taken directly to equity - - 1 - (11) (8) (8) (26) Total recognised income for the year - - 1 - 85 (4) 46 128 Ordinary dividends - - - - - - (37) (37) Joint ventures' and associates' dividends - - - - (24) - 24 - Issue of ordinary shares 1 5 - - - - - 6 Buy-back of preference shares - 12 (3) - - - (12) (3) Movements relating to share-based payments - - - - - 2 (1) 1 Transfers - - - (6) - 2 4 - At 31 December 2006 215 43 16 169 243 5 (304) 387 15 Acquisitions On 5 January 2007, the Group invested £30.1m in an investment vehicle, Regional & City Airports (Exeter) Holdings Ltd ("RCAH"), which acquired a 100% interest in Exeter and Devon Airport Ltd, having entered into a put option agreement to dispose of a 40% interest in RCAH to Galaxy for a consideration of £12.0m. The Group exercised this put option on 10 January 2007 and subsequently completed the sale of the 40% interest in RCAH to Galaxy on 4 April 2007. In the period 5 January 2007 to 4 April 2007, the Group's interest in RCAH was held as a non-current asset classified as held for sale, including £6m cash acquired and provisional goodwill inherent in this transaction amounting to £42.7m. Due to the shareholders' agreement between Balfour Beatty and Galaxy requiring unanimity of agreement in respect of significant matters relating to the financial and operating policies of RCAH, the remaining 60% interest in RCAH has been accounted for as a joint venture. On 1 February 2007, the Group acquired the net assets of the Traffic Systems Division of SAAB AB in Sweden, for an initial consideration of £3.1m, subject to adjustment to reflect the net assets acquired. The provisional fair value of net assets acquired was £1.2m and provisional goodwill arising was £1.9m. The provisional goodwill recognised is attributable to the acquisition complementing the Group's rail electrification business in Sweden. On 30 March 2007, the Group acquired 100% of the issued share capital of Balfour Beatty Construction Group Inc (formerly Centex Construction Group Inc), a leading US building company, for a consideration of £191.0m, deferred consideration of £20.0m and costs of £1.5m. The provisional fair value of net assets acquired was £33.6m and provisional goodwill arising was £178.9m. The provisional goodwill recognised is attributable to the acquisition strengthening the Group's position in the US building market. On 12 April 2007, the Group acquired 100% of the issued share capital of Bignell & Associates Ltd, a UK project management company, for an initial consideration of £0.5m and deferred consideration of £0.2m. The provisional fair value of net assets acquired was £0.7m and provisional goodwill arising was £nil. On 1 May 2007, the Group acquired 100% of the issued share capital of Sequeira & Gavarette Inc, a US design and programme management business, for an initial consideration of £2.4m, deferred consideration of £1.5m and costs of £0.2m. The provisional fair value of net assets acquired was £0.6m and provisional goodwill arising was £3.5m. The provisional goodwill recognised is attributable to the acquisition complementing the Group's US project and programme management business. The provisional fair value of the net assets acquired, consideration paid and provisional goodwill arising on these transactions were: Balfour Beatty Construction Other Total (formerly Centex Construction) Book Fair Book Fair Book Fair value Fair value value Fair value value Fair value of value of of value of of value of assets adjust- assets assets adjust- assets assets adjust- assets acquired ments acquired acquired ments acquired acquired ments acquired £m £m £m £m £m £m £m £m £m Net assets acquired: Intangible assets - other - 38 38 - 1 1 - 39 39 Property, plant and equipment 4 - 4 - - - 4 - 4 Assets held for sale - - - 30 - 30 30 - 30 Working capital (132) (7) (139) 1 - 1 (131) (7) (138) Deferred taxation - 2 2 - - - - 2 2 Cash and cash equivalents 128 - 128 - - - 128 - 128 - 33 33 31 1 32 31 34 65 Goodwill 179 5 184 212 37 249 Satisfied by: Cash consideration 191 36 227 Costs incurred 1 - 1 192 36 228 Deferred consideration 20 1 21 212 37 249 Fair value adjustments comprise intangible assets recognised in respect of customer contracts and relationships, adjustments to harmonise accounting policies for the recognition of profit on long-term contracts and provision for onerous commitments. The acquired businesses earned revenues of £305m and profit from continuing operations of £2m (after charging exceptional items of £1m and amortisation of intangible assets of £2m) in the period since acquisition. During the first half 2007, £1m deferred consideration was paid in respect of acquisitions completed in earlier years. 16 Notes to the cash flow statement 2007 2006 2006 first first year half half £m £m £m16.1 Cash generated from operations comprises: (Loss)/profit from operations - continuing (54) 37 116 Trading (loss)/profit from discontinued operations (1) - 1 Share of results of joint ventures and associates (34) (27) (56) Depreciation of property, plant and equipment 21 21 43 Amortisation of other intangible assets 3 - 1 Impairment charges 87 17 16 Movements relating to share-based payments 2 2 4 Profit on disposal of property, plant and equipment (1) (1) (1) Operating cash flows before movements in working capital 23 49 124 Decrease in working capital 158 84 93 Cash generated from operations 181 133 217 16.2 Cash and cash equivalents comprise: Cash and deposits 218 113 142 Term deposits 263 268 181 Bank overdrafts - - (15) 481 381 308 16.3 Analysis of net cash: Bank overdrafts - - (15) Other short-term loans - (27) (1) Finance leases (1) (1) (1) Other borrowings (1) - (1) Cash and deposits 218 113 142 Term deposits 263 268 181 479 353 305 PFI/PPP non-recourse - Sterling floating rate term loan project finance (2008-2027) (19) (15) (17) - Sterling floating rate term loan (2011-2030) (6) (2) (4) - Sterling floating rate term loan (2012-2031) (2) - - Net cash 452 336 284 16.4 Analysis of movement in net cash: Opening net cash 284 301 301 Net increase/(decrease) in cash and cash equivalents 172 68 (2) Acquisitions - borrowings at date of acquisition (35) (1) (2) Businesses sold - borrowings at date of disposal 35 - - New loans (6) (30) (35) Repayment of loans 1 - 27 Finance lease principal repayments - 1 1 Exchange adjustments 1 (3) (6) Closing net cash 452 336 284 17 Post balance sheet events On 17 July 2007, the Group acquired Carillion Rail Sverige AB, a Swedish rail contracting company, for a cash consideration of approximately SEK37m. On 17 July 2007, the Group acquired Chris Britton Consultancy Ltd, a UK consulting engineering company, for a cash consideration of approximately £3m. On 18 July 2007, Metronet Rail BCV Ltd and Metronet Rail SSL Ltd went into PPP Administration (see Note 8). On 31 July 2007, the Group acquired the business and assets of NAP Partnership LLP, a UK cost and contract consultancy, for a cash consideration of approximately £4m. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Balfour Beatty