> GROUP PROFIT AND LOSS ACCOUNT

Transcription

1 > GROUP PROFIT AND LOSS ACCOUNT Year to 31 March Note Turnover Group and share of joint ventures and associates 1, ,505.9 Less: share of joint ventures turnover (26.6) (24.2) share of associates turnover (54.1) (54.9) Continuing operations On-going 1, ,426.8 Acquisitions Group turnover 3 1, ,426.8 Cost of sales 4 (1,060.0) (881.6) Gross profit Net operating expenses 4 (367.3) (314.8) Operating profit 3 On-going Acquisitions (11.5) Share of operating profit in: Joint ventures 1.3 (1.6) Associates Non-operating exceptional items: Disposals of fixed assets Sale and termination of operations 7 (8.0) Profit on ordinary activities before interest Net interest payable 8 (27.4) (12.5) Profit on ordinary activities before tax Tax on profit on ordinary activities 9 (60.6) (77.0) Profit on ordinary activities after tax Minority interests Profit attributable to BPB plc Dividends 10 (58.4) (57.1) Retained profit for the year Basic earnings per share p 31.7p Diluted earnings per share p 31.4p Underlying results Before goodwill amortisation of 7.2 million ( million) 12 and exceptional items impairment charge of 18.0 million (2000 nil) and 7 net non-operating charge of 0.3 million (2000 income 1.5 million) Profit on ordinary activities before tax ( m) Earnings per share p 32.2p > GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Year to 31 March Profit attributable to BPB plc Currency translation differences 6.9 (41.3) Total recognised gains and losses for the year Movements in reserves are shown in note 24 > 38 BPB annual report 2001

2 > BALANCE SHEETS Group Company As at 31 March Note Fixed assets Intangible assets Tangible assets 13 1, Investments in joint ventures: 14 Share of gross assets Share of gross liabilities (14.7) (16.6) Investments in associates Other investments , , Current assets Stocks Debtors due within one year Debtors due after more than one year Cash at bank and in hand Creditors due within one year Loans and overdrafts 17 (117.8) (60.0) (81.2) (92.2) Other creditors 18 (406.4) (350.1) (450.8) (500.9) Net current assets (149.6) Total assets less current liabilities 1, , Creditors due after more than one year Loans and finance leases 17 (424.4) (261.3) (403.0) (240.8) Other creditors 18 (24.7) (28.5) (0.6) Provisions for liabilities and charges 19 (95.5) (77.2) (6.9) (4.8) Capital and reserves Called up share capital Share premium account Capital redemption reserve Profit and loss account Shareholders funds Minority interests Approved by the Board on 30 May 2001 A G Gormly Chairman P E Sydney-Smith Finance director > 39 BPB annual report 2001

3 > GROUP CASH FLOW STATEMENT Year to 31 March Note Cash flow from operating activities Dividends received from joint ventures and associates Dividends from joint ventures Dividends from associates Returns on investments and servicing of finance Interest received Interest paid (32.4) (16.9) Interest element of finance lease payments (0.2) (0.2) Dividends paid to minority shareholders of subsidiaries (0.7) (0.2) (29.1) (11.2) Tax paid United Kingdom corporation tax (25.4) (15.1) Overseas (50.7) (3.0) (76.1) (18.1) Capital expenditure and financial investment Purchase of tangible fixed assets (90.6) (83.4) Sale of tangible fixed assets Purchase of investments (0.8) (0.1) Sale of investments 0.1 Net repayment of loans by joint ventures (77.7) (75.2) Acquisitions and disposals Purchase of subsidiaries 25 (280.8) (54.7) Net cash acquired with subsidiaries Investment in associates and joint ventures (0.6) (1.3) Sale and termination of operations (1.4) (270.3) (53.8) Dividends paid to shareholders of BPB plc (57.7) (76.1) Cash (outflow)/inflow before use of liquid resources and financing (208.2) 57.7 Management of liquid resources (6.9) (18.7) Financing Issue of share capital Share buy-backs 23, 24 (0.2) (69.9) Contribution from minority shareholders Increase/(decrease) in debt (11.1) (72.2) Decrease in cash 27 (52.0) (33.2) > 40 BPB annual report 2001

4 > NOTES TO THE FINANCIAL STATEMENTS 1 Principal accounting policies Basis of preparation These financial statements have been prepared in accordance with applicable UK Accounting Standards under the historical cost convention. They incorporate the results of the parent company and its subsidiary undertakings and include the results of joint ventures and associated undertakings. Joint ventures are long-term investments which are jointly controlled by the group and one or more other venturers. They are accounted for using the gross equity method. Entities, other than subsidiary undertakings and joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence are treated as associated undertakings. All subsidiary and associated undertakings and joint ventures are companies and are referred to as such in these financial statements. As permitted by section 230 of the Companies Act 1985, no separate profit and loss account is shown for the parent company, BPB plc. The accounts of all subsidiaries have been prepared for the year to 31 March The group s share of associated companies and joint ventures profits is based, for the principal companies, on the latest audited accounts, which cover in all cases the year to 31 December Shareholders funds, minority interests and dividends referred to in these financial statements are wholly attributable to equity interests. Turnover Turnover represents the value of sales by continuing operations excluding VAT and other sales taxes. Acquisitions and disposals The results of subsidiary and associated companies sold or acquired are included in the group accounts up to, or from, the date when control effectively passes. The net assets of subsidiaries are included at fair values on acquisition; any goodwill arising on the acquisition of a subsidiary, associated company or joint venture is treated as described below. Group reserves include the group s share of the post-acquisition reserves of associated companies and joint ventures. Goodwill arising on acquisitions prior to 31 March 1998 was written off directly against reserves. This goodwill was not reinstated on implementation of FRS10. Positive goodwill arising on acquisitions since 1 April 1998 is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful life up to a presumed maximum of 20 years. It is reviewed for impairment at the end of the first full financial year following the acquisition, and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill, whether previously written off to reserves or capitalised as an asset, is included in the calculation of profit or loss on any subsequent disposal or termination of the entities to which it relates. Tangible fixed assets Depreciation is provided to write off the cost of tangible fixed assets on the straight line basis over the expected future lives in their current location. No depreciation is provided on freehold land where the cost is separately identifiable, and major projects are not depreciated whilst in the course of construction. Typical asset lives used are: Freehold buildings up to 33 years Leasehold property the period of the lease Plant and machinery 8 to 20 years Mobile plant and vehicles 3 to 7 years Mineral deposits are depleted in the proportion that extraction for the year bears to the latest estimate of the usable tonnage. The carrying values of tangible fixed assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. 1 Principal accounting policies continued Capital grants Capital grants are treated as a deferred credit and are transferred to the profit and loss account over the lives of the relevant assets. Leases Assets held through finance leases are capitalised and depreciated similarly to other assets. The interest element of the rental payment is charged to the profit and loss account over the period of the lease. Rentals for assets held under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease. Stocks Stocks are valued at the lower of cost and net realisable value. Cost is arrived at mainly on a first-in first-out basis and includes all the expenditure incurred in bringing stocks to their present location and condition. Pension costs and post-retirement benefits The cost of providing pensions and other benefits for employees is charged against profit systematically, with actuarially assessed surpluses or deficits being amortised over employees expected average remaining period of service. Deferred tax Provision is made for deferred tax using the liability method where there is a reasonable probability that an actual net liability will arise. The amount provided reflects timing differences between the accounting and fiscal bases of measuring profits and losses, to the extent that such differences are likely to reverse in the foreseeable future. The provision is assessed by applying to such timing differences those rates of tax which are expected to be current when their reversal is forecast to take place. Recultivation provisions Recultivation provisions are made when the group has either a legal or constructive obligation to restore mineral workings to an agreed condition. These provisions are stated after discounting the estimated liability to present values. Foreign currencies The results of overseas companies are translated at average rates for the year. Assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the year end. Differences arising on consolidation on the retranslation of opening net assets are taken to reserves. Differences on foreign currency borrowings and foreign currency swaps used to finance or provide a hedge against overseas equity investments are treated as a reserve movement; other exchange differences are included in trading profit. Transactions denominated in foreign currencies are translated at the rates applying on the date of the transaction, unless covered by a forward currency contract, in which case the rate under the forward contract is used. Financial instruments held as hedges Hedging instruments, principally forward foreign exchange contracts and interest rate swaps, are matched with the item being hedged. Gains and losses on forward foreign exchange contracts are recognised within operating profit at the same time as the exchange gain or loss on the underlying purchase or sale. Interest differentials on interest rate swaps are recognised on an accruals basis within net interest payable over the interest period of the underlying financial instrument. Research and development Expenditure on research and development is charged against profit when it is incurred. > 41 BPB annual report 2001

5 > NOTES TO THE FINANCIAL STATEMENTS 2 Exchange rates The principal exchange rates used to translate the results and balances of overseas subsidiaries are as follows: Average At 31 March Rates to sterling Euro US dollar Canadian dollar South African rand Swedish kroner Segmental analysis The principal national groupings that form the geographical segments shown below are as follows: North & Western Europe: UK, Ireland, Norway, Sweden, Denmark, Finland, Russia, Latvia, Lithuania and Estonia. Southern Europe: France, Belgium, Holland, Italy and Spain. Central & Eastern Europe: Germany, Austria, Switzerland, Poland, Czech Republic, Slovakia, Hungary, Romania, Turkey and Greece. North America: USA and Canada. Rest of the World: Southern Africa, South America, China, India and Thailand. Group turnover by origin Operating net assets Re-stated Re-stated North & Western Europe Southern Europe Central & Eastern Europe Europe 1, , , ,031.3 North America Rest of the World , , , ,206.2 Less inter-area (67.1) (83.9) 1, , , ,206.2 Associates and joint ventures , , , , Segmental analysis continued Following the acquisition of the Celotex businesses on 26 July 2000, the group has expanded its geographical segmentation of turnover and operating results to include North America. The North America segment includes the results of the group s United States and Canadian operations. Previously Canadian results were included in the Rest of the World segment. In addition, the former Paperboard segment is no longer disclosed following further non-core disposals (see note 7 on page 43). The paperboard businesses retained are now merged as a vertically integrated part of the North & Western Europe region and as such are included within that segment. Underlying operating profit by segment has been introduced to provide an analysis of the underlying performance of the group. Underlying operating profit represents operating profit before goodwill amortisation and operating exceptional items. The operating exceptional item in the year related to impairment of German plant assets within the Central & Eastern Europe region (see note 7). As a consequence of the changes to the segmental analysis, turnover is no longer disclosed by destination as it is materially the same as that by origin. The turnover and underlying operating profit (respectively) of the acquisitions in the year are included as follows: Celotex (North America) million and (11.3) million; Rigips Dammsysteme (Central & Eastern Europe) 54.3 million and 2.2 million. Amortisation in the year of goodwill arising on acquisition of Celotex and Rigips Dammsysteme was 3.2 million and 0.1 million respectively. The turnover and results of the other acquisitions in the year are not material. The turnover and underlying operating profit of the paperboard businesses disposed of during the year were 24.9 million ( million) and 0.6 million (2000 (0.2) million) respectively. For these businesses, underlying operating profit was materially the same as operating profit. The operating net assets of the geographical segments are stated after adding back goodwill written off to reserves prior to 1 April 1998 and goodwill amortised since that date. A reconciliation of operating net assets in the previous column to net assets in the consolidated balance sheet is shown below. Operating net assets 1, ,289.1 Cumulative goodwill amortised and written off to reserves (241.8) (238.1) Net borrowings (497.8) (253.6) Dividends payable (38.5) (37.8) Net assets Underlying operating profit Operating profit Re-stated North & Western Europe Southern Europe Central & Eastern Europe (7.7) 16.5 Europe North America (1.9) 35.4 (5.1) 35.4 Rest of the World Operating exceptional item (18.0) Goodwill amortisation (7.2) (3.3) Associates and joint ventures Return on sales % % North & Western Europe Southern Europe Central & Eastern Europe Europe North America (0.8) 22.5 Rest of the World Group Cost of sales and net operating expenses Continuing operations Acquisitions On-going Cost of sales , Distribution costs Administrative expenses Other operating income (6.4) (6.4) (8.5) Net operating expenses The following are included within operating expenses: Redundancy costs Research and development costs Auditors remuneration Operating profit is stated after charging: Audit Non-audit UK Non-audit overseas Non-audit services relate mainly to advice on taxation, acquisitions, disposals and information technology. Not charged to operating profit are additional fees of 0.5 million (2000 nil) paid to the group auditors and capitalised in connection with acquisitions. All payments for audit and non-audit services are approved by the audit committee. > 42 BPB annual report 2001

6 5 Employees Average Average Segmental analysis number number North & Western Europe 3,364 3,758 Southern Europe 3,190 3,148 Central & Eastern Europe 2,289 1,785 Europe 8,843 8,691 North America 1, Rest of the World 1,806 1,215 12,135 10,549 Employee costs Wages and salaries Social security costs Other pension costs Pensions The group operates pension schemes in several countries. Funded, selfadministered schemes providing defined benefits are operated in the UK, US, Canada, Ireland and South Africa. These schemes, together covering approximately 37% of group employees, are valued at regular intervals by independent actuaries. The results of the most recent valuations for the main schemes in these countries are as follows: Actuarial value Level of of assets funding Date of valuation m % UK 31 March US: hourly paid 26 July salaried 26 July Canada: hourly paid 1 January salaried 1 January Ireland: staff 1 April operatives 1 April South Africa 31 December The level of funding represents the ratio of the actuarial value of assets to accrued service liabilities in percentage terms. On acquisition of Celotex, the group recognised as an asset, to the extent that it is expected to be realised, the actuarial surplus arising on the US schemes. At 31 March 2001, after adjustment for post-acquisition charges of 0.3 million, 0.3 million is included within debtors due within one year (see note 16). The valuation of the principal UK scheme, which uses the projected unit method, was based on the following assumptions: return on existing investments 5.5%; earnings increases 4.5%; pensions increases 3.0%. The actuarial surplus spread over the average remaining service lives of employees fully offsets the regular cost of the scheme and no charge has therefore been made against profits. The group also operates insured defined benefit schemes in Holland and Finland, non-funded defined benefit schemes in Germany, Austria, Norway and Sweden and defined contribution schemes in South Africa, Switzerland and Denmark. There are no material pension arrangements, apart from state schemes and compulsory complementary arrangements, in other areas of the group's operations. 6 Directors emoluments Aggregate emoluments of the directors of the company were as follows: Base salaries 1,473 1,013 Fees Annual bonuses Other emoluments ,203 1,691 More detailed information concerning directors emoluments, pension entitlements, compensation benefits, loans, shareholdings, share option and share matching plan interests, together with details of aggregate gains of nil ( ,813) made on the exercise of share options, is shown in the remuneration committee s report on pages 32 to Exceptional items Operating exceptional items: Impairment charge (18.0) Non-operating exceptional items: Disposals of fixed assets Sale and termination of operations (10.0) (20.3) 1.5 Share of associates sale and termination of operations 2.0 (18.3) 1.5 The impairment charge comprises provisions taken against the carrying value of assets at the Gulstein and Bodenwerder plants in Germany. The impairment provisions have been calculated using forecast cash flows discounted at a pretax rate of 13%. This rate is based on the group s weighted cost of capital when grossed up at the group s effective tax rate of 37.6% (before goodwill amortisation and exceptional items) and is after adjustment for the specific risks associated with the plants. Most of the 7.7 million gain on disposals of fixed assets was realised on the sale of land and buildings in the UK. The exceptional loss of 10.0 million on sale and termination of operations predominantly arose in respect of the sale of BPB Recycling Netherlands, Fibor Packaging BV and Merton Chambers packaging, and the closure of the Fiberite packaging business. 8 Interest Net interest payable Interest receivable Interest payable Bank loans and overdrafts (31.6) (15.0) Other loans and finance leases (2.2) (4.2) (26.8) (12.6) Share of joint ventures interest (0.3) (0.2) Share of associates interest (0.3) 0.3 (27.4) (12.5) Interest payable includes 0.2 million ( million) relating to discounted bills of exchange and 0.2 million ( million) relating to finance leases. > 43 BPB annual report 2001

7 > NOTES TO THE FINANCIAL STATEMENTS 9 Tax on profit on ordinary activities UK corporation tax Double tax relief (64.5) (35.5) Overseas tax Deferred tax (3.0) Underprovision in prior years Group tax Share of joint ventures tax 0.2 Share of associates tax The tax credit on non-operating exceptional items included above is 0.9 million (2000 charge 0.5 million). If potential deferred tax were provided in full, the tax charge would decrease by 20.2 million (2000 increase by 1.7 million). 10 Dividends Interim 4.4p per share ( p) Proposed final 8.4p per share ( p) Prior year dividend adjustment (0.1) (0.7) The prior year dividend adjustment relates to an over-accrual of dividends due to the repurchase of shares between each year end and the record date for the final dividend. 11 Earnings per share The basic earnings per share figure is calculated on profit after tax and minority interests of 77.7 million ( million) and on the weighted average of million ( million) ordinary shares in issue during the year, after excluding the investment in the company s own shares. The diluted earnings per share figure is based on profit for the year of 77.7 million and on million ordinary shares calculated as shown in the table below. The 2000 diluted earnings per share figure is based on profit for the year of million and on million ordinary shares. m m Basic weighted average number of shares Dilutive potential ordinary shares arising from share options Total The figure for earnings per share before goodwill amortisation and exceptional items is also disclosed to reflect the underlying performance of the group; this calculation is based on adjusted earnings of million ( million), as calculated opposite, and on the same weighted average number of shares used in the basic earnings per share calculation above. Following recent acquisitions the charge for goodwill amortisation has become more significant to the results of the group and is now excluded from the calculation of underlying performance. 11 Earnings per share continued Effect Effect on EPS on EPS m p m p Profit after tax and minority interests Exceptional items: Impairment charge Disposals of fixed assets (7.7) (1.7) (1.5) (0.3) Sale and termination of operations Tax effect of exceptional items (0.9) (0.2) Underlying earnings and EPS as previously reported Goodwill amortisation Underlying earnings and EPS The tax effect on goodwill amortisation is not material. 12 Intangible fixed assets Goodwill Balance sheet movements m Cost At 1 April Currency adjustments 1.7 Acquisitions At 31 March Amortisation At 1 April Currency adjustments Charge for the year 7.2 At 31 March Net book value At 31 March At 1 April Goodwill is being amortised evenly over 20 years from the date of each acquisition. > 44 BPB annual report 2001

8 13 Tangible fixed assets Land and Plant and Balance sheet movements Total buildings machinery m Cost At 1 April , ,085.2 Currency adjustments Acquisitions Transfers 1.7 (1.7) Additions Disposals (54.7) (10.7) (44.0) At 31 March , ,264.7 Depreciation At 1 April Currency adjustments Acquisitions Charge for the year Disposals (39.6) (4.2) (35.4) Impairment At 31 March Net book value At 31 March , At 1 April The net book value of land and buildings comprises 35.5 million ( million) of long-leasehold property, 5.0 million ( million) of shortleasehold property, mineral reserves of million ( million) and other freehold property of million ( million). The net book value of assets held under finance leases was 3.1 million ( million). Depreciation, grants, amortisation and leases Operating profit is stated after charging/(crediting): Depreciation Owned assets Leased assets Capital grants transferred from deferred credits (0.7) (1.8) Amortisation of goodwill Operating lease rentals Plant and machinery Other Capital and other commitments Capital expenditure contracted for Commitments under operating leases are not material. Certain subsidiaries have entered into contracts to purchase synthetic gypsum over a number of years; the present value of these commitments is unquantifiable due to the nature of the contracts. The group, through its Egyptian subsidiary, BPB Placogips SAE, has conditionally agreed to acquire a 90% interest in Egyptian Gypsum Company SAE. On completion of the acquisition the group will contribute 50% of the purchase price of 15.2 million, the balance being provided by the minority shareholder in BPB Placogips SAE. 14 Investments continued Investments comprise Listed Unlisted Investments in associated companies and joint ventures represent the group s share of their net assets. Other investments are shown at cost. Included in other investments are investments in BPB shares held by the BPB Employee Trust of 1.0 million ( million). The market value of listed investments was 14.7 million ( million), of which 0.8 million ( million) related to the company s own shares. The shares in the company held by the BPB Employee Trust relate to the share matching plan described on page 33. At 31 March 2001, 315,190 shares were held by the Trust, all of which were nil cost options for the benefit of the participants ( ,606 shares). The dividends relating to these shares have not been waived. The shares held by the qualifying employee share ownership trust (QUEST), referred to in note 23, have been consolidated at zero cost. Details of transactions and balances outstanding between group companies and the group s associates and joint ventures are given in note 28. The group s principal subsidiary and associated companies and joint ventures are listed on page 54. Shares at cost Company Investments in subsidiary companies Own shares The increase in investments in subsidiary companies during the year of million arose principally from the subscription for shares in two subsidiary holding companies. 15 Stocks Raw materials Indirect materials Work-in-progress Finished goods The replacement cost of stocks is not materially different from these amounts. 14 Investments Associated Joint Total companies ventures Other Group At 1 April Currency adjustments (0.5) (0.9) Additions Disposals (3.2) (2.9) (0.3) Transfer to subsidiary (1.1) (1.1) Share of retained profits (0.6) At 31 March > 45 BPB annual report 2001

9 > NOTES TO THE FINANCIAL STATEMENTS 16 Debtors Group Company Due within one year: Trade debtors Bills of exchange receivable Amounts due from subsidiary companies Corporation tax repayable Advance corporation tax 30.2 Other debtors Prepayments and accrued income Due after more than one year: Amounts due from subsidiary companies Corporation tax repayable 6.7 Other debtors Net borrowings Group Company Loans and overdrafts due within one year: Instalments due on secured loans Bank loans: unsecured Obligations under finance leases Other unsecured loans and overdrafts Loans and finance leases due after more than one year: Bank loans: secured unsecured Finance leases million 6.5% bond Total borrowings Cash at bank and in hand (44.4) (67.7) (14.9) (28.8) Net borrowings Secured loans are charged against the assets of the subsidiary companies concerned. Group Company Aggregate amount of repayments due: In one year or less In more than one year but not more than two In more than two years but not more than five In more than five years Total borrowings On 30 November 2000 the group finalised a 410 million multicurrency syndicated loan facility. This has a term of five years and was put in place to refinance existing bank facilities that were due to expire within one year. 17 Net borrowings continued Borrowing powers The articles of association of BPB plc effectively restrict the net borrowings of the company and its subsidiaries to two times shareholders funds. Undrawn borrowing facilities The group has various undrawn committed borrowing facilities. The facilities available at 31 March in respect of which all conditions precedent had been met were as follows: Expiring in one year or less Expiring in more than one year but not more than two 19.3 Expiring in more than two years Other creditors Group Company Due within one year: Trade creditors Bills of exchange payable Amounts due to subsidiary companies Corporation tax Other taxes and social security costs Accruals Acquisition consideration Dividends payable Other creditors Due after more than one year: Acquisition consideration Deferred credits for capital grants Other creditors > 46 BPB annual report 2001

10 19 Provisions for liabilities and charges Deferred Retirement Other Total tax benefits Recultivation Redundancy provisions At 1 April Currency adjustments Acquisitions Charge for the year Utilised in the year (12.4) (1.0) (1.3) (7.8) (2.3) Released in the year (3.5) (3.0) (0.3) (0.1) (0.1) Transfer from current tax At 31 March The provision for retirement benefits includes an amount in respect of unfunded pension liabilities of 24.6 million ( million). Recultivation provisions are made when the group has either a legal or constructive obligation to rectify the effects of its mining or quarrying activities. The amounts provided are the liabilities at the balance sheet date to restore mineral workings to an agreed condition. The provisions have been discounted to present values using an average discount rate of 4%, after adjusting for the effects of inflation. The effect of the unwinding of the discount applied to provisions at 31 March 2000 on the interest charge in this year s profit and loss account is immaterial. Redundancy and other provisions are mostly expected to be utilised within ayear. The company s provisions arise in respect of retirement benefits of 6.9 million ( million). At 31 March 2001 the company had a deferred tax asset of 1.4 million ( million), which has been included within other debtors due within one year. 20 Deferred tax Unprovided potential liability Provided Year end analysis Accelerated capital allowances Other timing differences (4.5) (2.7) (1.3) 2.4 Unrelieved losses (47.0) (2.9) (0.1) No provision has been made for any tax which might be payable if profits retained by overseas subsidiary and associated companies were distributed as dividends. 21 Contingent liabilities The company has guaranteed the liabilities of its Irish subsidiary companies. As a result, under the provisions of Section 17 of the Companies Amendment Act 1986 (Ireland), such subsidiary companies are exempt from the requirement to file their accounts. The company has also guaranteed the debts of subsidiary companies in Holland as well as certain loans and overdrafts relating to the Canadian and Italian subsidiaries. On 25 November 1998 the Commission of the European Communities commenced an industry-wide investigation into alleged infringement of Article 81 of the Treaty of Rome within the European gypsum industry. On 23 April 2001, the company received a Statement of Objections from the Commission, which was also addressed to other industry participants, and intends to respond fully to those objections. Following the Commission s review of responses from all relevant parties it will issue a Decision, which is unlikely to be published much before the end of this calendar year. 22 Treasury policies, financial instruments and derivatives Treasury policy overview Group treasury s main functions are to manage the financial risks of the business and to secure funding at minimum cost, pursuant to policies and procedures agreed by the Board. The performance of treasury is monitored closely, as are controls which seek to prevent fraud, error and unauthorised transactions. The main risks managed by treasury are interest rate; finance and liquidity; foreign currency; and credit. The Board reviews and agrees policies for managing each of them which are summarised in the following paragraphs. Note: (i) it is, and has been throughout the period under review, the group s policy that no speculative trading in financial instruments is undertaken; (ii) the market price of all financial instruments is monitored regularly; (iii) the group s policies have remained unchanged throughout the period under review. (a) Treasury policies relating to specific risks Interest rate risk Group policy is to keep between 50% and 80% of its borrowings at fixed rates of interest. The group borrows in a number of currencies and then uses interest rate swaps to generate the desired interest profile and to manage its sensitivity to interest rate fluctuations. At the year end, 55% ( %) of borrowings and interest rate swaps were at fixed rates. The longest term of any significant fixed rate debt was 9 years ( years), with the average maturity of fixed rate gross borrowings at 3.4 years ( years). A 1% and 5% rise in average interest rates for the year ended 31 March 2001 from market levels seen at March 2001 would reduce group profit before tax by 2.4 million and 12.2 million ( million and 4.6 million) respectively. This has been calculated on debt only and has not taken account of changes in exchange rates following such an interest rate move, nor the increased interest earned on relatively small cash balances. Finance and liquidity risk The group s objective is to ensure there are sufficient sources of funding to meet projected requirements. It finances its operations through equity finance, retained profits, bank facilities and debt raised in the capital markets. Funds are normally drawn centrally by group treasury and lent to subsidiaries on commercial terms. There is limited external debt at subsidiary level where this is more efficient. The group has both syndicated and bilateral multicurrency bank facilities with a range of maturities from one to five years, and bonds with maturities of up to nine years. In the year to 31 March 2001 the group refinanced its existing syndicated facility for a five year term and signed an additional five year bilateral facility, bringing the total committed facilities at the year end to 956 million ( million), and lengthening the committed facility maturity profile considerably. In addition, the group has access to overdraft and uncommitted facilities to provide short-term liquidity. Foreign currency risk The group s objectives are to manage its structural currency exposures so that it provides a partial hedge against currency depreciation whilst keeping the cost of borrowing as low as possible: as a result of substantial investment in overseas operations, the consolidated balance sheet can be affected significantly by movements in exchange rates. The group seeks to minimise possible adverse movements by holding a proportion of its debt requirements in local currency at the year end the percentage of overseas capital employed excluding goodwill matched by non-sterling borrowings was 52% ( %). Where operating companies are based in countries with more unstable financial markets, the group can face prohibitive interest costs and a reduction in the value of local currency cash balances. These can be managed by borrowing in stable currencies, repatriating cash and taking out forward currency contracts as appropriate. The group also has transactional currency exposures arising from sales or purchases by subsidiaries in foreign currencies. They may use forward currency contracts to eliminate exposures on balances that are not expected to mature within 30 days. Credit risk The group is potentially exposed to credit related losses in the event of nonperformance by counterparties under financial instruments. This is controlled by entering into transactions only with highly rated, authorised counterparties and by limiting total exposure to them. The group does not expect any counterparties to fail to meet their obligations. Positions and ratings are monitored regularly. > 47 BPB annual report 2001

11 > NOTES TO THE FINANCIAL STATEMENTS 22 Treasury policies, financial instruments and derivatives continued (b) Borrowing covenants With the exception of some small overseas facilities, all borrowings are either in the name of BPB plc, or are guaranteed by BPB plc. The main financial covenants given by BPB plc under the committed bank facilities were revised when the new syndicated facility was signed in November 2000, to bring them in line with current market standards. BPB plc is currently arranging to standardise group loan documentation by updating the bilateral facilities signed late 1999/early The group s key financial covenants can be summarised as follows: borrowings not to exceed 3 times earnings before interest, tax, depreciation and amortisation. interest to be covered at least 3 times by earnings before interest, tax and amortisation. (c) Analysis of financial assets and liabilities Analysis of financial liabilities (included in notes 17, 18 and 19) Financial liabilities comprise drawn borrowings and certain other creditors and provisions falling due after one year. The tables below show the interest rate risk profile of the financial liabilities of the group at 31 March, after taking into account interest rate and foreign exchange swaps. Fixed rate Floating rate financial financial Total liabilities liabilities m Sterling Euro US dollar Canadian dollar Other At 31 March Sterling Euro US dollar Canadian dollar Other At 31 March The floating rate borrowings bear interest at the appropriate local market rates plus an agreed margin. The group had no material non-interest bearing financial liabilities at either 31 March 2001 or 31 March Weighted average Weighted average period Interest rate analysis and period to maturity interest for which rate of fixed rate financial liabilities rate (%) is fixed (years) Sterling Euro US dollar Canadian dollar Other Weighted average at 31 March Sterling Euro US dollar Canadian dollar Other Weighted average at 31 March Treasury policies, financial instruments and derivatives continued Analysis of financial assets (included in notes 14, 16 and 17) Financial assets comprise cash balances, other investments and certain other debtors falling due after one year. Fixed rate Floating rate Total financial assets financial assets m Sterling Euro Other At 31 March Sterling Euro Other At 31 March Floating rate financial assets earn interest at appropriate local market rates. In addition, the group has financial assets that are non-interest bearing of 11.5 million ( million), held mainly in sterling and euro. These are principally debtors due after more than one year and non-interest bearing investments. The average period to maturity of these financial assets at 31 March 2001 was 1.3 years ( years). Other financial assets and liabilities at 31 March 2001 both include an amount of 11.1 million ( million) relating to foreign exchange swap contracts. These assets and liabilities have been offset in the group balance sheet. (d) Currency exposures Translation exposures As explained on page 47, the group manages its structural currency exposures arising from its net asset investments in overseas companies. Gains and losses arising from these currency exposures are recognised as movements in reserves. Transactional exposures The group also manages exposures arising where monetary assets and liabilities (principally debtors, creditors and cash) are held in a different currency from the functional currencies of the group s businesses. Gains and losses arising from these currency exposures are recognised in the profit and loss account. The following table details these exposures, some of which are mitigated by forward foreign exchange contracts. Euro US Net foreign currency monetary Total Sterling zone dollar Other assets/(liabilities) m Functional currency of operation Sterling Euro 2.0 (0.2) US dollar 0.1 (0.1) 0.2 Other (3.2) (1.0) (3.5) 1.9 (0.6) At 31 March (1.2) Functional currency of operation Sterling Euro 2.5(0.9) 3.7 (0.3) US dollar Other (1.3) (2.2) (2.4) 3.6 (0.3) At 31 March (3.1) Maturity profile of financial liabilities The maturity profile of the group s financial liabilities at 31 March was: Within one year or on demand Between one and two years Between three and five years More than five years > 48 BPB annual report 2001

12 22 Treasury policies, financial instruments and derivatives continued (e) Fair value of financial assets and financial liabilities Set out below is a comparison by category of book and fair values of all the group s financial assets and liabilities at 31 March. Book Fair Book Fair value value value value Primary financial instruments Liabilities: Short-term borrowings and current portion of long-term borrowings Long-term borrowings Other financial liabilities Assets: Fixed asset investments (other than associates, joint ventures and own shares) Cash and short-term deposits Other financial assets Book Fair Book Fair value value value value Derivative financial instruments (hedges) Interest rate swaps Forward foreign currency contracts (0.1) The fair value of the group s interest rate swaps is calculated by comparing the actual swap contract rate with the rate at which a swap contract on similar terms could be entered into on the balance sheet date. This produces a positive fair value of interest rate swaps of 3.8 million at 31 March 2001 ( million). This fair value would be realised in the profit and loss account in the period to the maturity of the swaps if interest rates at the balance sheet date remained unchanged. The fair value of the group s forward currency contracts is calculated by comparing, for equivalent maturity profiles, the rate at which currency contracts with the same principal amounts could be acquired at the balance sheet date with the actual contract rate. This produces a positive fair value of 0.2 million at 31 March 2001 ( million), which will only be realised in the profit and loss account in the period to 31 March 2002 if forward foreign exchange rates at that date remain unchanged. (f) Use of derivatives The group uses derivatives to manage interest rate and foreign currency risks as described in the treasury policies section on page 47. The tables opposite show where the group has unrecognised gains and losses (those not reflected in the book value column in the table above) on derivative instruments in place at the year end. All the unrecognised gains and losses on derivative instruments are expected to be matched by losses and gains on the underlying exposures or positions. 22 Treasury policies, financial instruments and derivatives continued Total Gains Losses 2001 m Gains and losses unrecognised at 31 March (4.2) of which: Gains and losses expected to be recognised in the profit and loss account in the year ending 31 March (1.2) Gains and losses included in the profit and loss account that arose in previous years (2.6) 2000 Gains and losses unrecognised at 31 March (1.2) of which: Gains and losses expected to be recognised in the profit and loss account in the year ending 31 March (1.2) Gains and losses included in the profit and loss account that arose in previous years (3.8) 1.0 (4.8) 23 Share capital Number Nominal value m m Ordinary shares of 50p each Authorised Allotted, called up and fully paid During the year, within the 10% limit authorised by shareholders at the 2000 annual general meeting, the company bought back 0.02% of its allotted share capital in order to improve the efficiency of the group s capital structure. This amounted to 100,000 shares at an average price of 229.7p each for a total cost, including expenses, of 230,000. The total nominal value of the shares purchased ( 50,000) has been credited to the capital redemption reserve (see note 24). Option schemes Allotments of shares by the parent company and options granted during the year under the company s employee share option schemes were as follows: Allotments Options granted Exercise Shares Consideration Number Shares period Price SAYE: , m 7851,168, p ,298, p Senior executive: 122, m 73 1,744, p At 31 March 2001, 4,321 options over 9,183,525 shares were outstanding under the company s SAYE share option schemes, exercisable during various periods up to 31 August 2006 at prices between 171p and 278p per share. A further 315 options over 6,064,380 shares were outstanding under the senior executive schemes, exercisable during various periods up to 28 June 2010 at prices between 161p and 395p per share. The company has established a qualifying employee share ownership trust (QUEST) to subscribe for BPB ordinary shares for transfer to employees exercising options under BPB s two UK SAYE share option schemes. The trustee of the QUEST is BPB QUEST Trustees Ltd, a wholly owned subsidiary of the company. During the year, the QUEST transferred a total of 676,484 shares to employees on the exercise of options for a consideration of 1.6 million (excluded from the figures for shares allotted under the company s SAYE share option schemes given in the table above). All employees of UK group subsidiary companies, including executive directors of the company, are potential beneficiaries under the QUEST. The QUEST has waived the dividends payable on all the 1,504,537 (2000 2,181,021) shares that it owned at 31 March > 49 BPB annual report 2001

13 > NOTES TO THE FINANCIAL STATEMENTS 24 Reserves 25 Acquisitions Share redemption and loss Movements in reserves Total premium reserve account Group At 1 April Currency adjustments Overseas net assets Borrowings (1.3) (1.3) Premium on shares issued Share buy-backs (0.1) 0.1 (0.2) Capital Profit Goodwill written back on disposals Debtors Movements relating to the QUEST Profit retained At 31 March Company At 1 April Premium on shares issued Share buy-backs (0.1) 0.1 (0.2) Movements relating to the QUEST (0.2) (0.2) Profit retained At 31 March Certain subsidiary and associated companies would be liable for additional tax if their reserves were distributed. At 31 March 2001 the cumulative amount of goodwill written off to reserves, net of amounts attributed to disposals, in respect of acquisitions prior to the adoption of FRS10 on 1 April 1998 was million ( million). At 31 March 2001 and 2000 negative goodwill added to reserves was 7.4 million. The movement in reserves relating to the qualifying employee share ownership trust (QUEST) represents payments made by group companies to the QUEST to allow it to subscribe for shares in BPB plc for the purpose of satisfying SAYE options on exercise, less amounts received by the QUEST from option holders. Movements in shareholders funds At 1 April Total recognised gains and losses for the year Dividends (58.4) (57.1) Goodwill written back on disposals 3.5 Movements relating to the QUEST 1.4 (8.5) Share buy-backs (0.2) (69.9) New shares issued At 31 March Acquisition of Celotex businesses On 26 July 2000 the group acquired the gypsum and ceiling tiles businesses of Celotex Corporation. The book value of the net assets acquired and the adjustments made to reflect their fair values to the group are shown in the table below. Accounting Fair value Book value Revaluation policy to the group Tangible fixed assets (12.3) (2.3) Stocks 13.9 (1.9) (4.1) 7.9 Deferred tax asset 5.2 (5.2) Cash Creditors due within one year (18.1) (2.4) 1.1 (19.4) Provisions (5.5) (1.7) 2.3 (4.9) Loans (10.8) (10.8) Net assets acquired (15.2) (7.6) Goodwill 92.8 Consideration cash Tangible fixed assets revaluation adjustments reflect professional valuations of the tangible fixed assets acquired, conducted on the basis of fair market value on a continued use premise or depreciated replacement cost as appropriate. The adjustment to stock mainly relates to the need to increase provisions for obsolescence. Revaluation adjustments in relation to creditors due within one year and provisions represent estimates to recognise unprovided amounts in respect of environmental and legal liabilities. Accounting policy alignments have been made to recognise the net assets acquired in accordance with both UK GAAP and BPB accounting policies. Capitalised interest has been written off from the carrying value of tangible fixed assets and the value attributed to spare parts stock has been written down. A deferred tax asset has not been recognised in accordance with BPB accounting policies and the requirements of SSAP15. Adjustments to creditors due within one year, provisions and debtors reflect recognition of the actuarial surplus that was identified on valuation of the Celotex pension schemes. In the period from 1 September 1999 to acquisition, Celotex made a profit before tax of 20.8 million. In the year to 31 August 1999, Celotex made a profit before tax of 31.1 million. These results have been derived from management accounts prepared under accounting policies that differ to those of BPB, include an allocation of the central costs of Celotex Corporation, and are before fair value adjustments. The post-acquisition operating results of Celotex are disclosed in note 3. Other acquisitions The group s other acquisition spend in the year was 57.7 million and gave rise to goodwill of 24.1 million. Net cash and debt acquired were 4.5 million and 4.4 million respectively. The group acquired Rigips (formerly Heidelberger) Dammsysteme; a further 34% of the shares in India Gypsum Ltd (taking the group s overall interest in the company to 74%); 78% of the shares in La Platriere SA; and the business and assets of the Rawlplug Group. No material fair value adjustments were made to the assets acquired. If material to the geographical segment in which they operate, post-acquisition results of the acquisitions are disclosed in note 3. > 50 BPB annual report 2001