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December 31 2003

BID Vest. Interim Results. for the six months ended. December 31 2003. An operationally active investment holding company. whose core competence is the management of a. balance of cash generative and growth businesses. Group overview. Financial Results. Divisional Results.

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December 31 2003

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  1. BIDVest Interim Results for the six months ended December 31 2003

  2. An operationally active investment holding company whose core competence is the management of a balance of cash generative and growth businesses

  3. Group overview Financial Results Divisional Results Strategy & Outlook Agenda

  4. Group Overview

  5. The BIDVest Business Model Strategy • Own the cash flows • Control distribution channels • A balance of mature & growth businesses • Funds allocated across asset base according to proven return criteria • Vigorous capital management - cash used from mature businesses to fund growth businesses and acquisitions • Identifying acquisitive value An operationally active investment holding company of market-leading service, trading & distribution businesses

  6. The BIDVest Business Model Strategy Implementation • Own the cash flows • Control distribution channels • A balance of mature & growth assets • Funds allocated across asset base according to proven return criteria • Vigorous capital management - cash used from mature businesses to fund growth businesses and acquisitions • Identifying acquisitive value • Businesses actively & successfully managed • Decentralised, focused business units • Market leaders in distribution channels: • Critical mass for sourcing & funding • Reaching common customers • Tying the customer in Control distribution channels: An operationally active investment holding company of market-leading service, trading & distribution businesses

  7. The BIDVest Business Model Strategy Implementation • Own the cash flows • Control distribution channels • A balance of mature & growth assets • Funds allocated across asset base according to proven return criteria • Vigorous capital management - cash used from mature businesses to fund growth businesses and acquisitions • Identifying acquisitive value • Businesses actively & successfully managed • Decentralised, focused business units • Market leaders in distribution channels: • Critical mass for sourcing & funding • Reaching common customers • Tying the customer in Management Focus Control distribution channels: • A team of operationally strong owner-managers: • Financial disciplines(working capital, managing sustainable returns) • Corporate office frees up businesses to perform • Financial integrity • Proven ability to correct underperformance • Proven ability to create value in businesses An operationally active investment holding company of market-leading service, trading & distribution businesses

  8. The BIDVest Business Model Strategy Implementation • Own the cash flows • Control distribution channels • A balance of mature & growth businesses • Funds allocated across asset base according to proven return criteria • Vigorous capital management - cash used from mature businesses to fund growth businesses and acquisitions • Identifying acquisitive value Control distribution channels: • Businesses actively & successfully managed • Decentralised, focused business units • Market leaders in distribution channels: • Critical mass for sourcing & funding • Reaching common customers • Tying the customer in Management Focus • A team of operationally strong owner-managers: • Financial disciplines(working capital, managing sustainable returns) • Corporate office frees up businesses to perform • Financial integrity • Proven ability to correct underperformance • Proven ability to create value in businesses An operationally active investment holding company of market-leading service, trading & distribution businesses

  9. Foodservice Products Commercial Products Services Corporate Bidfreight I-Fusion Bidvest plc Bidoffice mymarket.com Caterplus Bidpac Investments & other income Combined Foods Voltex Bidserv Namsov Fishing Group properties Renfin Bidcorp plc % of op income % of op income % of op income % of op income BIDVest Group Structure

  10. Group performance summary for the half-year to December 2003 • HEPS: +2% to 248.0cps; DPS: +5% to 113.4cps • Group operating margins up to 5.1% from 4.6% • Operating income pre-translation losses up 1.4% to R1.14bn • 8% organic growth in operating income for domestic operations • Bidvest plc headline earnings up 22% to £17.2m

  11. Organic operating income growth from acquisitions

  12. Historic Performance 5.0% 4.9% 5.1% 4.8% 4.8% 4.7% 4.6% 4.9% 4.4%

  13. 5.0% 4.9% 5.1% 4.8% 4.8% 4.7% 4.6% 4.9% 4.4% Historic Performance

  14. Historic Performance

  15. 5.0% 4.9% 5.1% 4.8% 4.8% 4.7% 4.6% 4.9% 4.4% Historic Performance

  16. Historic Performance 23% CAGR over 5 years

  17. 5.0% 4.9% 5.1% 4.8% 4.8% 4.7% 4.6% 4.9% 4.4% Historic Performance 23% CAGR over 5 years

  18. Historic Performance 17% CAGR over 5 years

  19. 5.0% 4.9% 5.1% 4.8% 4.8% 4.7% 4.6% 4.9% 4.4% Historic Performance 23% CAGR over 5 years 17% CAGR over 5 years

  20. Financial Results

  21. Half-year ended December 31 Year ended June 30 2003 2003 2002 % change Unaudited Unaudited R000s Revenue 22 211 643 24 565 364 (9,6) 47 073 375 • Negative rand impact(R3bn translation difference for Bidvest plc alone) • Volumes increased, but deflationary pressure on selling prices • Foreign currency-denominated revenues (Safcor Panalpina) Consolidated Income Statement

  22. Revenue 22 211 643 24 565 364 (9,6) 47 073 375 Operating Income 0,4 2 244 121 1 132 873 1 128 347 Consolidated Income Statement Half-year ended December 31 Year ended June 30 2003 2003 2002 % change Unaudited Unaudited R000s • Gross margins up slightly, but rand value of gross profit on imports declined • No material AC133 impact Operating Margins 1H2004 1H2003 Improved operating efficiencies & better buying at Bidvest plc, but losses from Bidcorp and Litho France Offshore 2.5%* 2.7% Improved operating efficiencies, cost containment and limitation of price decreases Local 6.7% 6.0% Group 5.1% 4.6% * Offshore margins include a R19.3m loss from Bidcorp plc and a R10.5m loss from Litho France (Bidvest plc operating margins increased to 3.1% from 2.9%)

  23. Operating Income 0,4 2 244 121 1 132 873 1 128 347 (35 532) (22 449) (64 887) 1 124 621 2 259 197 (13 924) (877) (61 548) 3 726 (15 076) Translation loss: R7m on conversion of offshore cash balances Consolidated Income Statement Half-year ended December 31 Year ended June 30 2003 2003 2002 % change Unaudited Unaudited R000s Revenue 22 211 643 24 565 364 (9,6) 47 073 375 Operating Income before translation effects 1 140 120 1,4 (7 247) Translation gains (losses) Amortisation of goodwill Net capital items

  24. Operating Income 0,4 2 244 121 1 132 873 1 128 347 • R644m net cash offshore • R427m net debt in SA • 43% increase in net interest paid but 29% decrease off 2H 2003 • R1bn funds used for McCarthy acquisition will affect interest paid in 2H 2004 • Cash applied where necessary in the group Consolidated Income Statement Half-year ended December 31 Year ended June 30 2003 2003 2002 % change Unaudited Unaudited R000s Revenue 22 211 643 24 565 364 (9,6) 47 073 375 (52 898) (36 865) (110 982) Net finance expenses

  25. 1H2004 1H2003 Edging toward maximum rate of 30% Offshore 27% 27% Local 28% 28% …… Group 27.3% 27.4% Note: Rates exclude goodwill amortisation Consolidated Income Statement Half-year ended December 31 2003 Year ended June 30 2003 2003 2002 % change Unaudited Unaudited R000s Revenue 22 211643 24 565 364 (9,6) 47 073 375 Operating Income 0,4 2 244 121 1 132 873 1 128 347 (52 898) (36 865) (110 982) Net finance expense 1 030 519 1 068 156 (3,5) 2 006 704 Income before taxation (299 607) (557 148) Taxation (289 271)

  26. Operating Income 0,4 2 244 121 1 132 873 1 128 347 Consolidated Income Statement Half-year ended December 31 2003 Year ended June 30 2003 2003 2002 % change Unaudited Unaudited R000s Revenue 22 211 643 24 565 364 (9,6) 47 073 375 (52 898) (36 865) (110 982) Net finance expense 1 030 519 1 068 156 (3,5) 2 006 704 Income before taxation (299 607) (557 148) Taxation (289 271) Income after taxation 741 248 768 549 (3,6) 1 449 556 15 921 30 328 Income from associates 9 308 Outside Shareholders’ interest (97 576) (44 218) (52 158) Income attributable to shareholders (3,5) 706 338 732 312 1 382 308 Number of shares in issue (weighted 000) 302 085 310 402 308 116 Headline earnings (Rm) 749 070 754 906 (0.8) 1 475 856 • Total foreign earnings from Bidvest plc, Bidcorp plc, Litho France & Namsov = 20% of Group (R146m) • Capital items: includes R11.2m loss on disposal and discontinuance of businesses + R2.5m surplus on disposal of assets

  27. Half-year ended December 31 2003 2003 2002 Year ended June 30 2003 % change Unaudited Unaudited R000s Revenue 22 236 884 24 565 364 (9,6) 47 073 375 Operating Income 0,4 2 244 121 1 132 873 1 128 347 Consolidated Income Statement • 2.7% decrease in weighted average number of shares due to share repurchases • 2H HEPS will include McCarthy (pro forma impact: 7% for full year to June 2003) • Bidvest to use its treasury stock in satisfaction of Dinatla transaction options • 17% enhancement in dividend due to Dinatla transaction • Dividend cover will remain around 2x (52 898) (36 865) (110 982) Net finance expense 1 030 519 1 068 156 (3,5) 2 006 704 Income before taxation (299 607) (557 148) Taxation (289 271) Income after taxation 741 248 768 549 (3,6) 1 449 556 15 921 30 328 Income from associates 9 308 Outside Shareholders’ interest (97 576) (97 576) (44 218) (52 158) 1 382 308 Income attributable to shareholders 706 338 732 312 (3,5) Number of shares in issue (weighted 000) 308 116 302 085 310 402 Headline earnings (Rm) 749 070 754 906 (0.8) 1 475 856 Distribution per share (cents) 220.0 113.4 108.0 5.0 HEPS (cents) 479.0 248.0 243.2 2.0

  28. Net working capital cycle has increased • Numbers influenced by currency fluctuations: • Sales at avg rates; assets at spot rates 30 26 No. of Days Consolidated Balance Sheet Half-year ended December 31 2003 Year ended June 30 2003 2003 2002 Unaudited Unaudited R000s Assets Non-current assets 4 927 958 5 011 393 4 889 800 Current assets 9 749 338 9 764 886 9 643 424 Total assets

  29. 7 883 407 7 460 182 7 475 130 • Bidvest is not averse to leveraging the balance sheet (target - 40%) • R1bn funds used to purchase McCarthy brings SA gearing to app. 34% • Strong cash generation by underlying businesses • Cash generated by operations: • unchanged before working capital at R1.5bn • R816m applied to fund working capital 14 654 686 14 571 382 14 751 731 Consolidated Balance Sheet Half-year ended December 31 2003 Year ended June 30 2003 2003 2002 Unaudited Unaudited R000s Assets Non-current assets 4 927 958 5 011 393 4 889 800 9 749 338 9 764 886 9 643 424 Current assets 14 751 731 14 654 686 14 571 382 Total assets Equity and Liabilities 6 335 140 6 103 451 Capital and reserves 6 247 422 436 139 1 007 749 Non-current liabilities 1 029 179 Current liabilities Total equity and liabilities

  30. Divisional Results

  31. …% Operating margin Contr to Group Op Income Services - Bidfreight • Rand strength dominant theme - ZAR up by 30% against USD • Terminals produced a strong result - BMA, SA Stevedores, SACD and RCT counteracted weakness in Marine and Manica & FedEx • Safcor Panalpina coped well – volumes increased, profit slightly below budget • Bidlog to be split between Bidserv and Terminals Rm Operating Income Rm Revenue 3.4% 2.8%

  32. Services – Bidcorp plc Contr to Group Op Income • Tough trading conditions • Heavy costs in Shipping and Ports on expanded sailing schedules and excess capacity • Automotive rationalised into two operating divisions - reduce overheads and improve efficiencies • Management focus now on operating efficiencies, increased capacity utilisation and greater turnover Rm Operating Income Rm Revenue

  33. …% Operating margin Contr to Group Op Income Services - Bidserv • Real growth in revenue of 5% • Margin pressure ameliorated by strict expense control and high degree of annuity income • Laundry secures significant contract wins in healthcare sector • Security remains profitable in an industry in disarray • Execuflora acquired Rm Operating Income Rm Revenue 9.5% 8.5%

  34. Rm Operating Income Rm Revenue …% Operating margin Services - Renfin Contr to Group Op Income • Travel performed well in flat market conditions • Recent travel acquisitions will boost profits • Banking disappointed due to currency strength, narrower dealer margins, and a slowdown in tourist spending 28.6% 22.9%

  35. Rm Operating Income Rm Revenue …% Operating margin Foodservice Products – Bidvest plc Contr to Group Op Income • UK, Australia, New Zealand exceed budget in sterling • Australian & New Zealand dollars strengthen by 15% against sterling • 3663 gaining share in a flat market • Good organic growth in Australia & New Zealand • 8 small acquisitions to extend customer service offering 3.1% 2.9%

  36. Rm Operating Income Rm Revenue …% Operating margin Foodservice Products – Caterplus Contr to Group Op Income • Food price deflation • Tight trading conditions • Overseas visitors not as free spending • Frozen division maintained volumes • Patleys traded well, despite reduced rand profit on imports • Export orders for Vulcan-Caars 9.4% 9.2%

  37. Rm Operating Income Rm Revenue …% Operating margin Foodservice Products – Combined Foods Contr to Group Op Income • Competitive challenges met in bakery supplies • Structural changes in spending patterns • Sales to major customer segments up substantially; export sales & non-meat flat • New spice factory on double shift to meet demand • NCP Yeast ahead of budget in tough market 11.7% 10.9%

  38. Rm Operating Income Rm Revenue …% Operating margin Commercial Products – Bidoffice Contr to Group Op Income • Margin pressure in stationery due to stronger rand • Acquisition of OCE Printing Systems benefited Automation • Kolok impacted by grey products • Dauphin and Cecil Nurse stars of Furniture • Lithotech strong, exceeded budget • Lithotech France made a loss - poor volumes in a weak economy 8.0% 7.7%

  39. Rm Operating Income Rm Revenue …% Operating margin Commercial Products – Bidpac Contr to Group Op Income • Margin held despite continuing rand strength • Destocking continued through H1 • Falling unit selling prices • Decline in manufacturing volumes – secondary exporters hurt by rand 15.8% 15.8%

  40. Rm Operating Income Rm Revenue …% Operating margin Commercial Products – Voltex Contr to Group Op Income • Downward pressure on cable & wire markets • Non-cable products held margins • Berzack & Eastman positive contribution • Large capex projects by private and state sector on hold • National footprint, service capability and breadth of products 4.4% 3.9%

  41. Contr to Group Op Income Corporate Services Rm Operating Income Rm Revenue* • I-Fusion • to be profitable by year-end • network regarded as state of the art • Benefit from McCarthy • mymarket.com • Annualised billings R500m • Moving toward profitability • Property rental income from Group companies at arm’s length *Revenue = I-Fusion & MyMarket.com

  42. Strategy & Outlook

  43. Dinatla Transaction Dinatla consortium owns 15% of Bidvest The transaction: • A. Dinatla • Ownership vested • Price between R42-R60 in Oct 2006 • Right of early settlement • Board representation • Unfettered voting rights • No hurdle price – the closer to R42 the better for Dinatla

  44. Dinatla Transaction Dinatla consortium owns 15% of Bidvest The transaction: • Bidvest • No financial impact • Positive BEE equity scorecard impact (BEE equity ownership increased to approximately 35%) • Retain existing business • New business opportunities

  45. Dinatla Transaction Dinatla consortium owns 15% of Bidvest The transaction: • Current Shareholders • Bidvest ords + a 17% dividend enhancement for 3 years

  46. Shareholders affected by the transaction sold 15% of their shares to Dinatla. • For every 100 shares: • 85 ordinary Bidvest shares with a 17% dividend enhancement • 15 BidBEE loan notes with no dividend • subject to a minimum of R42 and a maximum of R60 per share • at recommendation of BidBEE board with 1 year extension option (75% vote by loan note holders) • 6 Bidvest call options at a R60 strike price Dinatla Transaction Dinatla consortium owns 15% of Bidvest The transaction:

  47. BEE at Bidvest In addition to this equity element: • Bidvest management at all levels committed to transformation • Senior BEE appointments at divisional level • Exec and non-exec BEE representatives appointed to Bidvest board • Process being formalised by Bidvest Board • Assessing alternatives for underlying JV’s • The Bidvest Charter –

  48. BEE at Bidvest • BEE Scorecard Credits Bidvest progress • Equity ownership 20% √ • Management & executive positions 10% √ • Employment equity 10% √ • Skills development 20% √ • Procurement 20% √ • Enterprise development 10% √ • Residual 10% reserved for sector specific issues • ******** • Good = > 65% • Satisfactory = 40% - 64.9% • Limited = < 40% –

  49. Bidvest Board • Large Board a result of Group culture • Bidvest built by merger with like-minded entrepreneurs • 11 non-executives, of which 4 were historically disadvantaged • Effective committees: • Executive Committee • Remuneration Committee • Audit Committee • Acquisition Committee • Transformation Committee • Nomination Committee • Clear division of power, accountability and responsibility through the organisation –

  50. Example: Hotel procurement Laundry, Cleaning, Housekeeping, Hygiene, Security, Garments (Bidserv) Stationery, Mailing, Printing, Office automation, Furniture (Bidoffice) Travel (Rennies Financial Services) Catering (Caterplus) Electronic ordering (mymarket) Strategic Imperatives • MICRO STRATEGY • Each business focuses on achieving excellence in its core competence • Executive autonomy within each business unit – decentralised philosophy • MACRO STRATEGY • Optimising synergies between businesses

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