Final Results

Costain Group PLC 13 March 2007 Costain Group PLC ('Costain' or the 'Group') Preliminary results for the year ended 31 December 2006 Costain, the construction and property development group, announces results for the year ended 31 December 2006 and an update on the implementation of its strategy for profitable growth FINANCIAL SUMMARY • These results reflect the impact of previously announced contract write-downs and the closure of the Group's International division • Revenue of £886.3m (2005: £773.2m) • Strong performances from Civil Engineering and Property divisions impacted by underperformance of Building and COGAP divisions, resulting in underlying profit* of £12.8m • Previously announced management actions including taking provisions, as advised last year, in respect of contract write-downs and closure of International division, resulted in a loss before tax of £61.7m (2005: profit before tax of £25.0m) • Net cash of £53.3m (2005: £74.0m) * loss before tax of £61.7m before result of International division (loss of £27.3m) and before provisions in respect of contract write-downs (£47.2m) STRATEGY IMPLEMENTATION REVIEW • 'Being Number One' strategy has refocused management on key disciplines and driving the business forward • Market strengths and opportunities examined in detail confirming focus on key target sectors • Management team restructured giving direct reporting lines and clear responsibilities • Programme of efficiency improvements, with overhead, supply chain and cost reduction initiatives in place TRADING UPDATE • Forward order book reflecting high-quality contracts • Major contract awards since year end including Lewisham 'Building Schools for the Future' and Embankment tube station Commenting, the Chairman, David Jefferies, said: 'Costain is in a much stronger position as a result of the management actions taken during the year. With a greater focus on establishing market leading positions in our target sectors, we are seeing significant benefits accruing from the implementation of the 'Being Number One' strategy. 'Looking to 2007, and following the contract write-downs, we have entered the year with greater clarity. We are tightly managing out the few remaining legacy contracts and, having reviewed the Group's trading prospects in detail, the Board believes that the Group should see a significant recovery in underlying performance this year.' 13 March 2007 ENQUIRIES: Costain Group PLC Tel: 01628 842 444 Andrew Wyllie, Chief Executive Tony Bickerstaff, Finance Director Graham Read, Public Relations College Hill Tel: 020 7457 2020 Mark Garraway Matthew Gregorowski CHAIRMAN'S STATEMENT The last year saw a great deal of activity across the Group. The primary focus of the new management team, led by Andrew Wyllie, was the implementation of the 'Being Number One' strategy for the future development of Costain. This has introduced a significantly greater emphasis on the Group's operating efficiencies and on deploying resources only in those areas where we believe we can maintain or build leading market positions. Consequently, as we announced in June 2006, we took the decision to close the International division. This announcement included an initial write-down of £18 million in respect of closure costs and contract write-downs and a further contract write-down of £6 million as announced in December. Costain will now tender for and deliver any future overseas contracts through its specialist divisions. The Building division was another area of focus where, following a regular business review, we announced last September that we would take an £11.9 million write-down in view of increased uncertainty around the recovery of a number of contract claims. The division's management team has been substantially restructured and a new Managing Director has been appointed. We also took steps to ensure a much needed improved performance at COGAP, our oil & gas division. Whilst we continue to monitor progress closely, and the Board is reviewing a range of options in respect of this division, COGAP is benefiting from a number of recent contract awards which should lead to an improvement in performance in line with the management's expectations. As announced in December, and as part of the implementation of our strategy, the management team completed a comprehensive review of the Group's contract book including an assessment of disputed contracts and claims previously taken to value. The review identified that a project in Mexico, where COGAP is a sub-contractor, had suffered cost over-runs and it also identified that the Building division had continued to under-perform during the second half of the year. Additionally, at that time, an examination of recent developments regarding a number of contracts currently subject to dispute, combined with a review of recent claim recovery history, led the Board to conclude that where recovery was now no longer probable, or the outcome could no longer be measured reliably, it was appropriate to write-down a significant amount of the disputed contract values. As a result the Board determined that a further £36 million provision in respect of these disputed contracts would be made in the accounts for the year ended 31 December 2006. Whilst these write-downs have been taken in the 2006 accounts, I must stress that we will continue to vigorously pursue our entitlements on those contracts subject to dispute. We also implemented a broad range of actions to strengthen the underlying performance of our operations including restructuring the Group's Executive Board which has been reduced in size. This will ensure direct reporting lines as well as providing clear oversight of our activities in each of our target markets. It is important to note that the review announced in December also confirmed the underlying strength of our Civil Engineering and Property divisions. In Civil Engineering, which accounts for some 80% of the forward order book, we are focused on further building on, or developing, market leading positions in five specialist sectors including water, highways, rail, marine and nuclear. Nuclear is a new development for Costain but in a short period we have already secured contracts in what is estimated to be a £30 billion market. Our Alcaidesa Property division, which is based in Spain, continues to perform well benefiting from the continuing strong demand for holiday developments along the Spanish coast. With these strongly performing divisions, and the benefits coming through from the decisive management actions taken during the year, the Board is confident that it has strengthened the platform on which to deliver its stated strategy. Results Revenue for the year (including Group's share of joint ventures and associates) was £886.3million (2005: £773.2million). Strong performances from the Civil Engineering and Property divisions were impacted by the underperformance of the Building and COGAP divisions, resulting in an underlying profit of £12.8 million. In June, the decision was made to close the International division and provision made for closure costs and irrecoverable costs and investments. Provisions were also taken in the division where events in the year have resulted in the write-down of claims recovery and the immediate recognition of certain forecast contract losses. The resulting loss from operations in the International division including these provisions was £27.3 million. In addition, developments during the year regarding a number of contracts has resulted in the need to take substantial write-downs against the anticipated value to be received on these contracts. As a result value has been written down and costs incurred that are not probable of being recovered totalling £47.2 million. Loss before tax for the year ended 31 December 2006 was £61.7 million (2005: Profit £25.0 million). Loss after tax was £54.0 million (2005: £23.6 million profit). Loss per share was 15.1p (2005: earnings of 5.67p). At the year-end, the forward order book was £1.8 billion (2005: £1.9 billion), of which £725 million relates to 2007 and of which 72% is repeat order business. The Group has no significant borrowings and net cash balances at the full-year totalled £53.3 million (2005: £74.0 million), including the Group's share of cash held by joint arrangements (construction joint ventures) of £22.0 million (2005: £25.0 million). The evolving profile of the business as indicated at the half year, into framework / partnered client relationships will result in a more evenly balanced cash flow profile going forward. Covenants As reported in the Company's announcement on 18 December 2006, the charge to the Profit & Loss Account, arising from the provisions taken, were expected to potentially result in the Group being in breach of certain of its banking covenants. Following discussions with the Group's bankers, we are pleased to advise that we have agreed all necessary waivers and adjustments for the facilities through to June 2008. Pensions The Group's pension deficit as at 31 December 2006 was £48.1 million net of deferred tax, a reduction of 31% from 31 December 2005. This is derived from the Group's most recent actuarial review and reflects market conditions on that date. Dividend The Board remains wholly committed to the resumption of dividend payments but, in light of the impact of the provisions taken during the period, it has concluded that it is not currently in a position to recommend a dividend. Board In June 2006, Tony Bickerstaff joined the Board as Finance Director. Tony has considerable experience both in the industry and the finance arena and he is already making a significant contribution both on the Board and across the business. On 25 January 2007, Dato' Ahmad Pardas Senin, a nominee of UEM Builders Berhad and Deputy Chairman of the Group, stepped down from the Board. We were delighted to welcome Mohd Hussein Bin Abdul Hamid, a nominee of UEM Builders Berhad, to the Board. Outlook Costain is in a much stronger position as a result of the management actions taken during the year. With a greater focus on establishing market leading positions in our target sectors, we are seeing significant benefits accruing from the implementation of the 'Being Number One' strategy. Looking to 2007, and following the contract write-downs, we have entered the year with greater clarity. We are tightly managing out the few remaining legacy contracts and, having reviewed the Group's trading prospects in detail, the Board believes that the Group should see a significant recovery in underlying performance this year. David G Jefferies Chairman CHIEF EXECUTIVE'S REVIEW My focus over the last year has been the implementation of our 'Being Number One' strategy, which is about striving for leadership through focus and excellence. This has necessitated taking a number of hard decisions and executing robust management actions. We now have a solid platform to take the business forward. Strategic Update Costain consists of two principal activities: Construction, based in the UK, and property development in Spain. We are investing in both of these businesses in order to grow them against an appropriate set of clear criteria. To maximise profitability in Construction, our strategy is focused on targeting large 'blue chip' customers. Without exception, the trend with all of these sophisticated customers is to work in longer-term framework or partnership relationships with fewer contractors, providing the potential for sustainable profit streams. These customers are also increasingly looking for an integrated whole life-cycle service offering from their contractors. These trends are expected to accelerate. The outcome of this procurement approach is that the construction market is rapidly polarising towards a small number of large contractors who have the scale and resources to secure the increasingly large frameworks, and a smaller number of specialist sub-contractors and regional players. Our strategy is aimed at developing Costain into one of the large prime contractors and partners of choice in all of our target sectors. It is therefore critical in each of our chosen markets that we are a competitive leading player with a demonstrable track record to deliver such a service. To achieve this objective we need to focus our resources in the market sectors where we have or can achieve consistently strong positions. Costain already holds such a position in the water and highways sectors through the Asset Management Programme (AMP4) frameworks and major schemes being undertaken for the Highways Agency. Our aim is to develop similarly strong positions in each of the remaining sectors we have currently selected following detailed market research and analysis: rail, retail, health, education, nuclear, marine, and oil & gas. Our competitive advantage is generated through an industry-leading technical capability combined with a demonstrable emphasis on meeting customer needs. The company will capitalise on those skills so that we are seen as Number One in the areas of construction and asset management where customers especially value these services. Customer demand is also requiring us to add a maintenance and operations capability to our product offering and initially we will be doing this in the water and highways markets. This will ensure that we can meet our customers developing needs for a single provider of value for money 'whole life-cycle' services. Markets We believe that our target markets provide a good balance between public and private sector customers with the former relatively unaffected by the impact of higher interest rates. We have intentionally chosen our target sectors mindful of the need to focus the business to develop strong positions in attractive markets without spreading our resources too thinly. There are good opportunities in all of our target sectors. PFI, or related financing vehicles, will continue to be an increasingly important mode of procurement for our public sector customers. Our PFI efforts will be focused in the health, education and highways markets where we will continue to grow our equity portfolio. Against a backdrop of a very buoyant secondary market, we will continue to dispose of selected equity stakes in order to realise profit and generate cash for reinvestment in future PFI schemes. Following the closure of the International Division, future international opportunities will be pursued utilising our sector-focused capabilities. We will continue to expand our property development activities in Spain in conjunction with our partner Banesto Bank under the Alcaidesa brand. Activities will focus on the next phase of the original Alcaidesa site, two locations in Granada and the marina development at La Linea. The funds necessary for this expansion will be generated by sales from the existing portfolio or bank lending on a non-recourse into the joint venture vehicle. The strategy for oil and gas through COGAP has been changed so that there is much greater focus on front-end design and the provision of project management services. This will deliver a lower risk, profitable business. Safety, Health & Environment ('SHE') We have a 'zero tolerance' attitude towards accidents. The effective management of Health and Safety will always be a key priority. The implementation of our safety systems and processes is now being explicitly measured to highlight excellent performance and to identify areas for improvement, in particular overseas which is an area where we can significantly improve on our record. In 2006, challenging SHE targets were set and new initiatives developed to drive forward continued improvements to our procedures and processes. The initiatives included programmes for Behavioural Safety, the Management of Road Risk and Occupational Health & Employee Wellbeing which will be rolled-out across the business during 2007. Given the importance of this area, Costain will issue shortly its first Corporate Responsibility Review. Costain's UK Health & Safety performance and consideration for the local community were recognised by the achievement of no less that 34 RoSPA Awards and seven awards from the Considerate Constructors Scheme. During the year, we rejoined the Major Contractors Group to ensure that we can share in best practice. The 'Save It' campaign, aimed at reducing waste through improved material and resources management, recycling and reuse of material, has continued. A 'Save It' DVD was produced and launched at an official ceremony in London in June which members of the media attended along with key personnel from within the construction industry. During 2006, the monitoring of waste was extended to include offices which are now required to provide data on energy, water and paper consumption as well as the amount of waste being produced. People Our success is dependent on having the very best team of people, properly trained and motivated, who are rewarded and recognised for their efforts. Costain now has an Executive Board Director responsible for Human Resources. Our people management and development processes are being upgraded to meet the challenges of a competitive market for talented people. Examples include the introduction of an executive development programme, staff engagement survey, annual performance awards, training for front line supervisors together with graduate and project management forums to support structured middle and senior management development. Recruitment policies have been updated, the team strengthened and major improvements made in responses to job applicants. Direct recruitment continues to be very successful. Working with the Construction Industry Training Board, Costain is driving skills development within the industry and continuing to build on its Building Awareness initiative. New initiatives focusing on Graduate Development, Executive Development and High Potential programmes have been introduced. Senior promotions have already resulted from these actions. The Company was shortlisted for the Best Places to Work in Construction Awards 2006 and a staff engagement survey underlined the commitment of staff. Whilst confirming many of the Group's strengths, the survey also identified a number of challenges and action plans to address these have been put in place. The Executive Board has been reduced in size and restructured. Senior executives now have clear responsibility to grow our business and deliver profit in each of our target markets. In some areas this represents a change in approach, most significantly in the Building division where we have moved away from five relatively autonomous regional business units to a single operation structured around our key customers. Supply Chain In order to improve profitability it is essential that we also work with fewer supply partners in a more strategic long-term relationship. In 2006, we launched the Partners for Progress alliance with three M&E providers in the Building division and similar alliances are being developed for the big spend elements. There remains a lot of work to do to achieve our objectives in this area and progress needs to be accelerated. We are acutely aware that the number of reliable sub-contractors is reducing due to market consolidation and we must therefore make Costain an attractive proposition to our suppliers. Overheads New procedures have been put in place to actively manage the overheads, which are largely driven by people, bid and office costs. We continue to review the most effective utilisation of office space and last year closed our Liverpool, Dubai and Pretoria offices. Summary We have had to take robust management action to address a number of fundamental issues and we will continue to take such action when necessary. Consequently, Costain is in a much stronger position to meet the demands of an increasingly competitive marketplace. We are confident we will see a significant recovery in the Group's performance this year and our absolute focus on key sectors is providing a platform for longer-term profitable growth. I look forward to reporting on future progress. Andrew Wyllie Chief Executive OPERATIONAL REVIEW Civil Engineering The division recorded a profit of £10.3 million (2005: £16.0 million) on revenue of £488.1 million (2005: £329.8 million) including the £7.7 million impact of write-downs as a result of significant developments in the year on the recovery of values related to historic contracts. The strong growth in revenue reflects Costain's leading positions in key civil engineering markets. Water 2006 saw a consolidation of Costain's position as a leading contractor to the UK water sector with a firm focus on performance and delivery. All Costain's AMP3 framework customers have now been retained for the AMP4 period. These customers - Southern Water, Thames Water, United Utilities, Wessex Water and Yorkshire Water - have continued the Costain relationship but with both increased scope and value. In addition, two more water framework clients, Bristol Water and Welsh Water, have been added. This broad-based portfolio provides a stable platform of work and opportunities through to 2010. Within our Southern Water Framework, where we are working in joint venture with United Utilities and Montgomery Watson Harza, we achieved all of our AMP4 Year One targets. In addition to delivery on cost, time and our quality obligations, our Health and Safety record was recognised by a RoSPA Gold Award to the Joint Venture in its first year of trading. Costain has continued to deliver against a demanding schedule for Southern Water and now has the majority of schemes designed and is on site at over half of the 240 schemes. We are on target to deliver all of the time/cost/quality requirements. In addition, in a separate joint venture with Black and Veatch, Costain is on schedule to commission in 2007 a major new £75 million waste water treatment plant at Margate. Our successful partnership with Southern Water has been recognised with two National Awards; the BCIA Best Practice Award for the £15 million Lewes Old Town Flooding Scheme and the Utilities IT Award for our Programme Management Systems. The £100m Perry Oaks/Iver South Scheme for BAA and Thames Water was handed over on time. This project, which included substantial additional works, met all BAA's requirements for the nearby Terminal 5 at Heathrow. Our Thames Water Framework team was awarded the £36 million Hornsey WTW and, also with Thames, we provided early contractor involvement for a number of significant major projects in advance of a final decision to proceed to procurement and award. Elsewhere, frameworks for United Utilities, Welsh Water and Yorkshire Water are continuing to deliver to programme and meet all of the AMP4 requirements. We have started the drive to win AMP5 work which will commence in 2010. Additionally, our 25 year Aquatrine PFI contract for the MoD, where we are in joint venture with Severn Trent, continues to deliver water and waste water services to some 1,500 sites. Highways Early Contractor Involvement ('ECI') schemes for the Highways Agency successfully proceeded to the construction phase. These included the £120 million A2/A282 at Dartford and the £75 million M25 Holmesdale Tunnel Refurbishment projects. The largest single investment by a local authority in highways, the £90 million Porth Relief Road, was opened as planned in December to the immense satisfaction of the client and stakeholders alike. Costain is also involved with ECI schemes such as the £370 million M1 Widening (Junctions 10 to 13), the £30 million A34 Wolvercote Viaduct, the £52 million M25 Rapid Widening (Junctions 1b to 3) and the £20 million A40 scheme awarded by the Welsh Assembly. The Company's position as a leader in the Highways sector was underlined by achieving one of the industry's leading scores in the Highways Agency's Capability Assessment Toolkit, enabling continued success in pre-qualification for Highways Agency opportunities. Our Highways sector strategy is now focused on diversifying our service delivery to include maintenance and framework schemes supporting our aim of being the first choice for clients. Rail Costain began 2006 with two of the most prestigious projects in the sector. The award winning St Pancras Station Redevelopment, part of the Channel Tunnel Rail Link, and the Hammersmith and City Line Station at White City, with its technically demanding bridge slide, achieved considerable profile and praise. More success has been achieved during the year. In London new work was secured underground, for both London Underground Limited ('LUL'), Metronet and Tube Lines, and overground for Docklands Light Railway (DLR). In London, further significant bidding opportunities are being pursued with DLR, Network Rail, LUL, Metronet, Tube Lines and developers. Prospects for 2007 were further strengthened with the award by Metronet in February 2007 of a £30 million contract for the refurbishment of Embankment tube station. Nuclear The Nuclear sector presents a potential market opportunity of £30 billion over the next 30 years. Under the guidance of the Nuclear Decommissioning Authority (NDA) which came into force in April 2005, the market has been reinvigorated with significant restructuring and contract placement as the NDA drives efficiency targets. We are developing our track record and resource base to meet these opportunities. Significant among contract awards in 2006 were the Sellafield additional Evaporator D contract at £90 million, which commenced its Front End Engineering Design phase in September, and a feasibility study for the application of plasma technology to reduce in size and stabilise intermediate-level wet waste. This plasma technology should generate construction opportunities of approximately £350 million while also providing equivalent 'whole life' cost savings to the customer via the size reduction impact on future storage requirements. The £5 million Hunterston Modular Active Effluent Treatment Plant was successfully assembled and commissioned off-site and is currently completing on-site installation. Work also continues on existing contracts at UKAEA Winfrith Dragon 1 Deplanting contract, BNG Magnox Trawsfynydd Strategic Integrated Framework and AWE Aldermaston and Burghfield. Marine Costain successfully completed two challenging coastal defence contracts in Withernsea (for Yorkshire Council) and at Whitstable (for Canterbury City Council) in 2006. The Whitstable Coastal Works project, involving the construction of new groynes and 80,000m3 beach replenishment over a 2km workfront, was opened in October by Ian Pearson, the Minister of State for Climate Change and Environment. Costain has secured pre-qualification status on a number of beach replenishment and rock armour contracts as a result of the quality of work at Whitstable. These projects will be tendered during 2007. Costain continued working with Hutchison Ports on the construction of an upgrade to their Container Port at Thamesport on the Medway River. Costain was awarded the £17 million St. Germans Pumping Station project, near Wisbech in Cambridgeshire, by the Middle Level Commissioners. Despite delays, it is expected that major developments at Felixstowe South Reconfiguration (Hutchison Ports) and London Gateway Port (Dubai Ports World) will go ahead and we are in tender negotiations to secure a share of these opportunities. Building The division recorded a loss of £25.9 million (2005: £4.3 million profit) on revenue of £298.0 million (2005: £321.6 million) including the £25 million impact of contract write-downs (see Note 3 in the Notes to the Accounts). The Building division continued to underperform during the year and actions have been taken to improve performance and position the division as a leading player in its sector. These ongoing actions include appointing new management, restructuring the business around customer rather than geographic lines, reducing overheads, rationalising the supply chain, being more selective about work tendered for and improving business processes including training and developing our management teams. As part of its planned Public Finance Initiative ('PFI') reinvestment strategy, the Group's remaining shareholding in the Kings College Hospital PFI Project was sold during the year realising a profit of £3.6 million and, in January 2007, the Group sold its shareholding in the Bridgend Prison PFI project, realising a profit of £2.7 million. Retail Following the success of delivering six Tesco projects in 2006, mainly in the South East, we have now extended our operations more widely across the southern half of the country. We now have a focused strategy and a core team for Tesco which enables us to respond to larger, complex projects including mixed use and distribution. A number of opportunities are at bid stage and we have a strong pipeline of opportunities. In Enfield, we completed a development for ING Real Estate Development on time and within budget. This £33 million project comprises 21,000 sq ft of retail and leisure space, a 520 space car park and a new road system. Costain oversaw the management and co-ordination of the retail fit out companies to ensure trading started in October, in time for the important Christmas period. Health A number of healthcare projects were successfully completed including six facilities in Shropshire built for Shropshire County Council under the Private Finance Initiative. The facilities provide day-care facilities for the elderly, disabled and people with learning disabilities. All six buildings were handed over to the client between April and September 2006. Planning continued in 2006 with the three NHS Trusts involved in the 3 Shires batched PFI projects. The three projects are expected to reach their separate financial closures in the first half of 2007 when construction is anticipated to begin. New work secured during the year includes projects at Cheltenham General Hospital, St Peter's Hospital (Chertsey), Shelton Hospital (Shrewsbury) and further developments at Sheffield Children's Hospital. The Kingston PFI hospital project has suffered delays and cost overruns and is due for completion in the first half of 2007. Education In joint venture partnership with Amey - Ferrovial, Costain achieved financial close on the £84 million first phase of the Bradford Building Schools for the Future ('BSF') programme. Exclusive negotiations are now underway on the next phase valued at approximately £120 million. The total programme for Bradford, which is one of the early pathfinder BSF schemes, is valued at over £400million. Elsewhere in the BSF programme, Costain in partnership with VT Group as ' Learning21', has been appointed as preferred bidder for the Lewisham BSF scheme. Elsewhere, during the year, construction of five secondary schools as part of the Kent and Ealing grouped PFIs and a new City Academy for John Madejski in Reading all progressed. Featherstone Primary School was delivered on time in the summer of 2006. Oil & Gas The division recorded a loss of £19.5 million (2005: loss of £1.0 million) on revenue of £57.2 million (2005: £52.1 million) including the £14.5 million impact of contract write-downs (see Note 3 in the Notes to the Accounts). The division has continued to underperform. It was decided to bring a greater degree of focus to the operations and the business is concentrated on niche areas within the oil & gas sector where Costain can achieve a stronger market position and establish a platform from which to grow. The division's future performance will be closely monitored and further decisive actions taken as required. The nitrogen rejection plant project for Pemex in Mexico, where Costain is a sub-contractor, suffered cost over-runs. Construction is now well advanced and the plant will be completed in the latter half of 2007. Costain is in commercial discussions with the main contractor. In UK oil & gas, the Volatile Organic Compounds project (VOC) for ConocoPhillips, Teesside passed the 70% completion mark on schedule and within budget. New projects awarded include the front-end engineering design of the Ineos Stublach underground gas storage facility. Several other such facilities are planned around the UK. Costain was awarded a £6 million contract by Eni Pakistan Limited for the provision of engineering, procurement and construction management support services over a three-year period. In the Middle East, our operation in Abu Dhabi secured the $51 million Storex contract from ADMA OPCO, a repeat order customer. The work involves the completion of a number of small packages over a four-year period. Property Development - Alcaidesa The division recorded a profit after tax of £3.9 million (2005: £14.0 million) on revenue of £13.2 million (2005: £45.0 million). The profit reported in 2005 reflected adjustments to revenue and profits which came about through timing differences in adopting IFRS. The Group's Spanish property development business, Alcaidesa Holding S.A., in which Costain holds a 50% interest, continues to perform well and achieved sales during the year of seven serviced development land enclaves, totalling 18.77 hectares, for residential development schemes. The second Alcaidesa golf course has been completed and will open for play in Summer 2007 along with the new Clubhouse which is progressing to plan. In conjunction with its local joint venture partner, Alcaidesa Holding S.A. added to its existing land bank in Salobrena, near Granada, by purchasing further adjoining developable land of some seven hectares. Provisional revised planning designation has now been secured and we expect to complete definitive residential and commercial planning approvals during 2007. Negotiations continue on a potential marina development in La Linea, immediately adjacent to Gibraltar. The Spanish operations continue to use their own financial resources to fund infrastructure and land purchase investments on a non-recourse basis. International The division recorded a loss of £27.3 million (2005: £2.9 million) on revenue of £29.8 million (2005: £24.7 million) including the £25.4 million impact of closure costs and contract write-downs (see Note 3 in the Notes to the Accounts). In line with the Group's strategy of deploying resources only in those areas where it believes it can maintain and or build leading market positions, the decision was taken during the year to close the International division and a number of offices. Costain will now tender for and deliver any future overseas contracts through its specialist divisions. Existing contracts are being worked through to completion and appropriate provisions have been taken where necessary. These include the Costa Azul breakwater project in Mexico which is a complex project that is targeted for completion on schedule at the end of this year. It should be noted, however, that given the nature of this project, should there be a delay, the financial penalties could be significant. We are taking a number of actions to mitigate this risk and have also deployed a very experienced and well-resourced team to work, in conjunction with our joint venture partners, China Harbour Engineering & Construction, on delivery of the project. Following the closure of the International division, the Group has also sold all of its trading activities in Nigeria including the minority interest in Costain (West Africa) PLC, a company listed on the Lagos Stock Exchange. This represents a complete exit from the country. Following the completion of a number of projects, the Group completed the safe withdrawal of all of its staff from the Kurdish region of Iraq. FINANCIAL REVIEW Results Loss before tax for the year ended 31 December 2006 was £61.7 million (2005: Profit £25.0million) on revenue (including Group's share of joint ventures and associates) up 15% compared to 2005 at £886.3 million. During the year several key decisions were taken regarding the activities of the Group that have impacted considerably on the financial results for the year. In June, the decision was made to close the International division and provision made for closure costs and irrecoverable costs and investments. Provisions were also taken in the division where events in the year have resulted in the write-down of claims recovery and the immediate recognition of certain forecast contract losses. The resulting loss from operations in the International division including these provisions was £27.3 million. In addition, developments during the year regarding a number of contracts has resulted in the need to take substantial write-downs against the anticipated value to be received on these contracts. As a result value has been written down and costs incurred that are not probable of being recovered totalling £47.2 million. The underlying profit (being the loss before tax, before the result of the International division and before contract write-downs) for the year ended 31 December 2006 was £12.8 million. Net interest receivable amounted to £2.8 million (2005: £0.6 million payable). Basic loss per share amounts to 15.1p (2005: 6.7p earnings per share). Cash Flow and Borrowings The net cash position of £53.3 million (2005: £74.0 million) includes £3.1 million of borrowings (2005: £1.2 million). The cash position is affected by monthly and contract specific cycles, in order to accommodate these flows the Group maintains a range of bank facilities. The continuing change in the profile of the business will result in a more evenly balanced cash flow profile going forward. Order Book The order book reduced slightly during the year from the record level last year end to £1.8 billion (2005: £1.9 billion), of which 79% is in the Civil Engineering activities. Shareholders' Funds As a result of the loss for the year, the negative shareholder equity position has been increased to £55.2 million (2005: £22.5 million negative). This includes the impact of the deficit, net of deferred tax, in the pension scheme of £48.1 million (2005: £69.5 million deficit). Treasury Controls Policy The Group's treasury and funding activities are undertaken by a centralised treasury function, its primary activities are to manage the Group's liquidity, funding and financial risk, principally arising from movements in interest rates and foreign currency exchange rates. The Group's policy is to ensure that adequate liquidity and financial resource are available to support the Group's growth development, while managing these risks. The Group's policy is not to engage in speculative transactions. Group Treasury operates as a service centre within clearly defined objectives and controls and is subject to periodic review by internal audit. Foreign Currency Exposure Translation Exposure: the results of the Group's overseas activities are translated into sterling using the cumulative average exchange rates for the period concerned. The balance sheets of overseas subsidiaries are translated at closing exchange rates. Transaction Exposure: the Group has transactional currency exposure arising from subsidiaries' commercial activities overseas in currencies other than the subsidiaries' operating currencies. In such circumstances, the Group requires its subsidiaries to use forward currency contracts to minimise the currency exposure unless a natural hedge exists elsewhere within the Group. Interest Rate Risks and Exposure The Group holds financial instruments for two main purposes: to finance its operations and to manage the interest rate and currency risks arising from its operations and its sources of finance. Various financial instruments (for example, trade debtors, trade creditors, accruals and prepayments) arise directly from the Group's operations. The Group finances its operations through a mixture of working capital and bank borrowings. With the Group's low level of borrowings, the main exposure to interest rate fluctuations arises from surplus cash, which is generally deposited with one of the Group's relationship banks. Liquidity Risk Group policy is to ensure that projected financing needs are supported by adequate committed facilities. The Group renegotiated borrowing facilities with its relationship banks to a maturity dated of 30 June 2008. In addition to its borrowing facilities, the Group has extended its contract bonding facilities with its relationship banks and surety companies, all of which facilities will now subsist until 30 June 2008. As a result of the loss for the year the Group has renegotiated all financial covenants within its facilities with its relationship banks and surety companies. These have all been reset through to June 2008. Going Concern The Directors believe, after due and careful enquiry, that the Group has sufficient resources for its present requirements and, therefore, consider it appropriate to adopt the going concern basis in preparing the 2006 financial statements. Consolidated income statement Year ended 31 December Notes 2006 2005 £m £m Revenue (Group and share of joint ventures and associates) 2 886.3 773.2 Share of joint ventures and associates 7 (137.9) (95.1) Group revenue 748.4 678.1 Cost of sales (785.9) (650.7) Gross (loss) / profit (37.5) 27.4 Administrative expenses (20.9) (18.7) Group operating (loss) / profit (58.4) 8.7 Profit on sale of investment 3.6 - Profit on sale of interest in joint venture - 3.5 Amounts written off loans to associate (2.7) - Share of results of joint ventures and associates 7 (7.0) 13.4 (Loss) / profit from operations 3 (64.5) 25.6 Finance income 4 26.7 23.5 Finance costs 4 (23.9) (24.1) Net financing income / (costs) 2.8 (0.6) (Loss) / profit before tax (61.7) 25.0 Income tax credit / (expense) 6 7.7 (1.4) (Loss) / profit for the period attributable to equity holders of 2 (54.0) 23.6 the parent Earnings per share - basic 5 (15.1)p 6.7p Earnings per share - diluted 5 (15.1)p 6.5p During the year and the previous year, no businesses were acquired or disposed and therefore all results arise from continuing operations. Consolidated statement of recognised income and expense Year ended 31 December Notes 2006 2005 £m £m Exchange differences on translation of foreign operations - (0.9) Cash flow hedges: Effective portion of changes in fair value (net of tax) 0.3 (0.6) during period - Group Effective portion of changes in fair value (net of tax) 3.1 (2.7) during period - joint ventures and associates Change in fair value of assets classified as available for (0.8) 3.4 sale Actuarial gains on defined benefit pension schemes 26.0 0.2 Tax recognised on actuarial gains recognised directly in (7.8) - equity Net income / (expense) recognised directly in equity 20.8 (0.6) (Loss) / profit for the period (54.0) 23.6 Total recognised income and expense for the period 9 (33.2) 23.0 Attributable to: Equity holders of the parent (33.2) 23.1 Minority interests - (0.1) (33.2) 23.0 Consolidated balance sheet As at 31 December Notes 2006 2005 £m £m ASSETS Non-current assets Property, plant & equipment 5.7 5.9 Intangible assets 3.4 3.5 Investments in joint ventures 25.0 27.6 Investments in associates 1.2 0.2 Loans to joint ventures 3.3 0.2 Loans to associates 2.0 3.0 Other investments 3.6 4.4 Other debtors 10.1 10.2 Deferred tax assets 30.6 31.1 Total non-current assets 84.9 86.1 Current assets Inventories 2.4 2.0 Trade and other receivables 160.6 166.5 Cash and cash equivalents 8 56.4 75.2 Total current assets 219.4 243.7 Total assets 304.3 329.8 EQUITY Share capital 17.9 17.8 Share premium 0.6 0.4 Special reserve 12.8 13.1 Fair value reserve 2.6 3.4 Foreign currency translation reserve (1.2) (1.2) Hedging reserve (1.6) (5.0) Retained earnings (86.3) (51.0) Total equity attributable to equity holders of the parent (55.2) (22.5) Minority interests - - Total equity 9 (55.2) (22.5) LIABILITIES Non-current liabilities Interest bearing loans and borrowings - 0.2 Retirement benefit obligations 68.7 99.3 Other payables 6.6 7.2 Provisions 4.1 6.8 Total non-current liabilities 79.4 113.5 Current liabilities Trade and other payables 266.1 233.3 Tax liabilities 2.7 3.2 Overdrafts 8 1.4 0.2 Interest bearing loans and borrowings 1.7 0.8 Provisions 8.2 1.3 Total current liabilities 280.1 238.8 Total liabilities 359.5 352.3 Total equity and liabilities 304.3 329.8 Consolidated cash flow statement Year ended 31 December Notes 2006 2005 £m £m Cash flows from operating activities (Loss)/profit for the period (54.0) 23.6 Adjustments for: Depreciation and amortisation 2.7 1.5 Finance income 4 (26.7) (23.5) Finance costs 4 23.9 24.1 Share based payments expense 9 0.3 0.2 Income tax 6 (7.7) 1.4 Profit on sale of investment (3.6) - Profit on sale of interest in joint venture - (3.5) Share of loss/(profit) of joint ventures and associates 7 7.0 (13.4) Additions to/(release) of provisions against loans to joint 2.7 (0.3) ventures & associates Operating (loss)/profit before changes in working capital and (55.4) 10.1 provisions Increase in inventories (0.4) (1.1) Decrease/(increase) in receivables 2.2 (15.1) Increase in payables 32.6 24.2 Movement in provisions and employee benefits (2.6) (3.0) Cash (used by)/from operations (23.6) 15.1 Interest paid (0.3) (0.1) Income taxes paid (0.2) - Net cash (used by)/from operating activities (24.1) 15.0 Cash flows from investing activities Interest received 2.6 2.4 Additions to property, plant and equipment (1.9) (2.4) Additions to intangible assets (0.9) (3.1) Proceeds from sale of fixed assets 0.2 - Additions to investments (0.1) (0.2) Proceeds from sale of investments 7.1 - Capital repayments by investments - 1.3 Dividend received from joint venture 6.1 - Loans to joint ventures and associates (10.2) (2.6) Net cash from/(used by) investing activities 2.9 (4.6) Cash flows from financing activities Issue of ordinary share capital 9 0.3 0.5 New loans 0.9 0.4 Payment of finance lease liabilities (0.2) (0.3) Net cash from financing activities 1.0 0.6 Net (decrease)/ increase in cash and cash equivalents (20.2) 11.0 Cash and cash equivalents at beginning of period 75.0 63.5 Effect of foreign exchange rate changes 0.2 0.5 Cash and cash equivalents at end of period 55.0 75.0 NOTES TO THE PRELIMINARY ANNOUNCEMENT 1 Basis of preparation These financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted for use in the EU in accordance with EU law (IAS Regulation EC 1606/2002). The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2006 or 2005 but is derived from those accounts. Statutory accounts for 2005 have been delivered to the Registrar of Companies, and those for 2006 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. The directors prepared their 2006 interim financial information on a going concern basis though noted that contract write downs and provisions in respect of their Building and International divisions had caused a breach in their banking and surety covenants. Further contract write-downs in the second half of the year resulted in the Group renegotiating all of its facilities and covenant levels to June 2008. These renegotiations are now complete with all covenants re-set accordingly. Having assessed their working capital and bonding requirements against the revised facilities, and the associated covenants against the Group's forecasts, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts. NOTES TO THE PRELIMINARY ANNOUNCEMENT - continued 2 Business and geographical segment information by origin In the opinion of the directors, the business segments are Civil Engineering, Building, Oil Gas & Process, International, which undertake engineering and construction projects, the Property Development operations in Spain and Central costs. These represent the Group's primary segments. Secondary segments are presented geographically. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Central costs comprise mainly corporate expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Year ended Civil Building Oil, Gas & International Property Central Total Engineering Process Development costs 31 December 2006 £m £m £m £m £m £m £m Revenue Group revenue 400.3 288.5 51.4 8.2 - - 748.4 Share of revenue of 87.8 9.5 5.8 21.6 13.2 - 137.9 JVs and associates Total revenue 488.1 298.0 57.2 29.8 13.2 - 886.3 Group operating 10.0 (29.6) (19.8) (13.0) - (6.0) (58.4) loss Profit on sale of - 3.6 - - - - 3.6 investments Provision against - - - (2.7) - - (2.7) loans to associate Share of profit of 0.3 0.1 0.3 (11.6) 3.9 - (7.0) JVs and associates Segment result 10.3 (25.9) (19.5) (27.3) 3.9 (6.0) (64.5) Net financing 2.8 income Income tax credit 7.7 Loss for the period (54.0) Group assets 106.4 52.1 19.0 8.3 - - 185.8 Investments in and 3.9 2.3 (0.2) 1.6 23.9 - 31.5 loans to JVs and associates Segment assets 110.3 54.4 18.8 9.9 23.9 - 217.3 Unallocated assets 87.0 Total assets 304.3 Group liabilities (147.9) (90.7) (26.7) (13.0) - (1.0) (279.3) Provisions against (0.6) (1.0) (0.2) (3.9) - - JVs and associates (5.7) Segment liabilities (148.5) (91.7) (26.9) (16.9) - (1.0) (285.0) Unallocated (74.5) liabilities Total liabilities (359.5) Capital expenditure 1.0 1.0 0.1 0.7 2.8 Depreciation/ amortisation 1.0 1.0 0.3 0.4 2.7 NOTES TO THE PRELIMINARY ANNOUNCEMENT - continued Business and geographical segment information by origin - continued Year ended Civil Building Oil, Gas & International Property Central Total Engineering Process Development costs 31 December 2005 £m £m £m £m £m £m £m Revenue Group revenue 309.1 315.5 44.5 9.0 - - 678.1 Share of revenue of 20.7 6.1 7.6 15.7 45.0 - 95.1 JVs and associates Total revenue 329.8 321.6 52.1 24.7 45.0 - 773.2 Group operating 16.0 1.2 (1.2) (2.5) - (4.8) 8.7 profit Profit on sale of - 3.5 - - - - 3.5 interest in joint venture Share of profit of - (0.4) 0.2 (0.4) 14.0 - 13.4 JVs and associates Segment result 16.0 4.3 (1.0) (2.9) 14.0 (4.8) 25.6 Net financing costs (0.6) Income tax expense (1.4) Profit for the 23.6 period Group assets 93.0 65.5 21.3 12.7 - - 192.5 Investments in and 0.6 0.4 0.3 3.2 26.5 - 31.0 loans to JVs and associates Segment assets 93.6 65.9 21.6 15.9 26.5 - 223.5 Unallocated assets 106.3 Total assets 329.8 Group liabilities (99.1) (104.0) (19.3) (9.6) - (15.7) (247.7) Provisions against (1.8) (2.1) (0.2) - - - (4.1) JVs and associates Segment liabilities (100.9) (106.1) (19.5) (9.6) - (15.7) (251.8) Unallocated (100.5) liabilities Total liabilities (352.3) Capital expenditure 2.2 2.1 0.3 0.9 - - 5.5 Depreciation/ 0.5 0.5 0.3 0.2 - - 1.5 amortisation Revenue Segment result 2006 2005 2006 2005 £m £m £m £m United Kingdom 816.9 673.4 (22.1) 16.3 Spain 13.2 45.0 3.9 14.0 Rest of the world 56.2 54.8 (46.3) (4.7) 886.3 773.2 (64.5) 25.6 Assets Capital expenditure 2006 2005 2006 2005 £m £m £m £m United Kingdom 175.3 177.2 2.1 4.3 Spain 25.6 26.5 - - Rest of the world 16.4 19.8 0.7 1.2 217.3 223.5 2.8 5.5 NOTES TO THE PRELIMINARY ANNOUNCEMENT - continued 3 Contract write-downs and costs associated with exit from the International division During the year, the Group announced the following significant amounts charged to the income statement. The figures have been included within the results of the relevant business segment. Civil Building Oil, Gas & International Total Engineering Process £m £m £m £m £m Contract write-downs 7.7 25.0 14.5 - 47.2 Charges in respect of the - - - 25.4 25.4 International division 72.6 Contract write-downs Following events and developments during the year, the amounts recoverable on a number of contracts have been written down. As a result the following have been included in the income statement for the year ended 31 December 2006. Write-downs have been made on certain contracts against the value of claims and variations recognised previously in revenue in accordance with the Group's accounting policy. This de-recognition reflects changes in the estimates over the probability of recovery of these amounts. Such changes in estimate reflect specific circumstances arising in the year, which have led the Group to consider the amount previously recorded to be no longer probable of recovery, or where the amount of recovery can no longer be reliably measured. As a result, £32.8m has been de-recognised through the revenue line in the year. A charge of £14.4m in respect of works during the year that are not probable of being recovered is included in cost of sales. This includes immediate recognition of losses on certain contracts where costs are anticipated to exceed the total contract revenues. International On 30 June 2006, the Group took the strategic decision to exit from the International division following persistent underperformance. This decision required the Group to fulfil its remaining contractual obligations, some of which will be on-going throughout 2007, recover outstanding contractual amounts, realise its remaining investments and wind up the residual business. Events in the year on certain of these contract obligations have resulted in the immediate recognition of forecast losses, totalling £12.0m, based on the estimated cost to completion. This amount has been included in the Group's share of joint ventures and associates. Group revenue has also been impacted by a reversal of £6.8m in respect of amounts previously recognised on claims and variations. As per the description above on contract write-downs, changes in estimate with respect to recovery of these balances reflect specific circumstances arising in the year. These developments have led the Group to consider the amount previously recorded to be no longer probable of recovery. A write-down of £2.7m has been made against the carrying values of loans to Costain West Africa Plc, an associated company. Further irrecoverable costs of £3.4m in respect of the International division as a whole have been charged to cost of sales. A provision of £0.5m in respect of closure costs has been included in administration expenses. NOTES TO THE PRELIMINARY ANNOUNCEMENT - continued 4 Net financing income / (costs) 2006 2005 £m £m Interest income 2.6 2.4 Expected return on the assets of the pension scheme 24.1 21.1 Financial income 26.7 23.5 Interest expense (0.3) (0.1) Losses on foreign exchange forward contracts - (0.1) Expected increase in the present value of the scheme liabilities (23.6) (23.9) Finance costs (23.9) (24.1) Net financing income / (costs) 2.8 (0.6) 5 Earnings per share The calculation of earnings per share is based on loss attributable to equity holders of the parent of £54.0m (2005 profit: £23.6m) and the number of shares set out below: 2006 2005 Weighted average number of shares for basic earnings per share 357,050,423 353,355,346 calculation Dilutive potential ordinary shares: SAYE Scheme 6,314,913 7,945,390 Weighted average number of shares for fully diluted earnings per share 363,365,336 361,300,736 calculation The anti-dilutive effect of the potential ordinary shares have been excluded for the purposes of calculating the 2006 diluted earnings per share because this would increase the diluted earnings per share. 6 Income tax 2006 2005 £m £m On (loss) / profit for the year: United Kingdom corporation tax at 30% 0.1 (1.0) Adjustments in respect of prior years 0.2 - Current tax credit / (charge) for the year 0.3 (1.0) Deferred taxation 6.6 (0.4) Adjustments in respect of prior years 0.8 - Total income tax credit / (expense) in the income statement 7.7 (1.4) 2006 2005 £m £m Tax reconciliation: (Loss) / profit on ordinary activities before taxation (61.7) 25.0 Income tax at 30% 18.5 (7.5) Rate adjustments relating to overseas profits (0.2) 0.1 Share of results of joint ventures and associates at 30% (2.1) 4.0 Disallowed provisions and expenses (4.4) (1.6) Profits relieved by capital losses 1.1 1.0 (Increase) / reversal of temporary differences (6.2) 2.6 Adjustments in respect of prior years 1.0 - Total income tax credit / (expense) in the income statement 7.7 (1.4) The income tax expense above does not include any amounts for joint ventures and associates, whose results are disclosed in the income statement net of tax. NOTES TO THE PRELIMINARY ANNOUNCEMENT - continued 7 Investments The analysis of the Group's share of joint ventures and associates is set out below: 2006 2005 Alcaidesa Other Alcaidesa Other Holding 4Delivery joint Holding 4Delivery joint SA Ltd ventures Associates Total SA Ltd ventures Associates Total £m £m £m £m £m £m £m £m £m £m Revenue 13.2 84.6 26.5 13.6 137.9 45.0 16.5 21.0 12.6 95.1 Profit/(loss) 6.1 - (10.9) 0.1 (4.7) 22.5 - 0.8 (1.1) 22.2 before tax Income tax expense (2.2) - (0.1) - (2.3) (8.5) - (0.3) - (8.8) Profit/(loss) for 3.9 - (11.0) 0.1 (7.0) 14.0 - 0.5 (1.1) 13.4 the period Non-current assets 5.7 - 7.2 2.4 15.3 7.4 - 0.7 2.0 10.1 Current assets 33.6 25.1 82.1 51.4 192.2 40.2 4.4 63.6 20.5 128.7 Current (8.1) (25.1) (20.0) (12.9) (66.1) (15.6) (4.4) (19.5) (7.5) (47.0) liabilities Non-current (7.3) - (68.2) (39.7) (115.2) (5.5) - (43.7) (14.8) (64.0) liabilities Investments in 23.9 - 1.1 1.2 26.2 26.5 - 1.1 0.2 27.8 joint ventures and associates Financial - - 9.3 - 9.3 - - 9.5 - 9.5 commitments Capital - - 25.1 - 25.1 - - 36.3 - 36.3 commitments Net interest receivable by joint ventures and associates in 2006 was £1.8m (2005: £1.6m payable). The financial commitments relate to joint ventures involved in Private Finance Initiative (PFI) schemes and the capital commitments to construction work being undertaken by the Costain Group. All figures are the Group's share. 8 Cash and cash equivalents Cash at bank and in hand is analysed below and includes the Group's share of cash held by joint arrangements of £22.0m (2005: £25.0m). Group 2006 2005 £m £m Cash and cash equivalents 56.4 75.2 Bank overdrafts (1.4) (0.2) Cash and cash equivalents in the statement of 55.0 75.0 cash flows 9 Capital and reserves Group Share Share premium Special Fair value Translation Hedging Retained Minority Total capital account reserve reserve reserve reserve earnings Total interests equity £m £m £m £m £m £m £m £m £m £m At 1 January 2005 35.3 119.5 - - (0.4) (1.7) (199.0) (46.3) 0.1 (46.2) Total recognised income & expense - - - 3.4 (0.8) (3.3) 23.8 23.1 (0.1) 23.0 Share based - - - - - - 0.2 0.2 - 0.2 payments Capital reduction (17.6) (119.5) 13.6 - - - 123.5 - - - Shares issued 0.1 0.4 (0.5) - - - 0.5 0.5 - 0.5 At 31 December 17.8 0.4 13.1 3.4 (1.2) (5.0) (51.0) (22.5) - (22.5) 2005 At 1 January 2006 17.8 0.4 13.1 3.4 (1.2) (5.0) (51.0) (22.5) - (22.5) Total recognised - - - (0.8) - 3.4 (35.8) (33.2) - (33.2) income & expense Share based - - - - - - 0.2 0.2 - 0.2 payments Shares issued 0.1 0.2 (0.3) - - - 0.3 0.3 - 0.3 At 31 December 17.9 0.6 12.8 2.6 (1.2) (1.6) (86.3) (55.2) - (55.2) 2006 This information is provided by RNS The company news service from the London Stock Exchange
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