Attached files
| file | filename |
|---|---|
| 10-K/A - 10-K/A - CH2M HILL COMPANIES LTD | a11-14544_110ka.htm |
| EX-32.1 - EX-32.1 - CH2M HILL COMPANIES LTD | a11-14544_1ex32d1.htm |
| EX-23.2 - EX-23.2 - CH2M HILL COMPANIES LTD | a11-14544_1ex23d2.htm |
| EX-31.2 - EX-31.2 - CH2M HILL COMPANIES LTD | a11-14544_1ex31d2.htm |
| EX-99.2 - EX-99.2 - CH2M HILL COMPANIES LTD | a11-14544_1ex99d2.htm |
| EX-32.2 - EX-32.2 - CH2M HILL COMPANIES LTD | a11-14544_1ex32d2.htm |
| EX-23.3 - EX-23.3 - CH2M HILL COMPANIES LTD | a11-14544_1ex23d3.htm |
| EX-31.1 - EX-31.1 - CH2M HILL COMPANIES LTD | a11-14544_1ex31d1.htm |
| EX-99.4 - EX-99.4 - CH2M HILL COMPANIES LTD | a11-14544_1ex99d4.htm |
Exhibit 99.3
CLM Delivery Partner Limited
Financial Statements
for the year ended 31 December 2010
CLM Delivery Partner Limited
Financial Statements
for the year ended 31 December 2010
Contents
|
|
Page |
|
|
|
|
Profit and Loss Account |
1 |
|
|
|
|
Balance Sheet |
2 |
|
|
|
|
Cash Flow Statement |
3 |
|
|
|
|
Notes to the Financial Statements |
4 - 8 |
CLM Delivery Partner Limited
Profit and Loss Account
for the year ended 31 December 2010
|
|
|
Note |
|
2010 |
|
2009 |
|
|
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
1 |
|
91,882 |
|
118,552 |
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
|
(58,610 |
) |
(76,271 |
) |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
33,272 |
|
42,281 |
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
(1,217 |
) |
(1,056 |
) |
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
2 |
|
32,055 |
|
41,225 |
|
|
|
|
|
|
|
|
|
|
|
Interest receivable |
|
4 |
|
5 |
|
4 |
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before taxation |
|
|
|
32,060 |
|
41,229 |
|
|
|
|
|
|
|
|
|
|
|
Taxation |
|
6 |
|
(8,957 |
) |
(11,575 |
) |
|
|
|
|
|
|
|
|
|
|
Profit for the financial year |
|
|
|
23,103 |
|
29,654 |
|
All items in the profit and loss account relate to continuing operations.
There is no material difference between the profit on ordinary activities before taxation and the profit for the year as stated above and their historical cost equivalents.
The company has no recognised gains and losses other than those shown above and therefore no separate statement of total recognised gains and losses has been presented.
CLM Delivery Partner Limited
Balance Sheet
as at 31 December 2010
|
|
|
|
|
2010 |
|
2009 |
| ||||
|
|
|
|
|
£’000 |
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
Note |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors |
|
7 |
|
21,468 |
|
|
|
53,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
|
|
1,772 |
|
|
|
7,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,240 |
|
|
|
61,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year |
|
8 |
|
(20,232 |
) |
|
|
(37,529 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current assets |
|
|
|
|
|
3,008 |
|
|
|
23,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for liabilities and charges |
|
9 |
|
|
|
(613 |
) |
|
|
(1,736 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
|
|
2,395 |
|
|
|
22,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
10 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit and loss reserve |
|
11 |
|
|
|
2,394 |
|
|
|
22,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ funds |
|
12 |
|
|
|
2,395 |
|
|
|
22,252 |
|
CLM Delivery Partner Limited
Cash Flow Statement
for the year ended 31 December 2010
|
|
|
Note |
|
2010 |
|
2009 |
|
|
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
14 |
|
48,160 |
|
28,553 |
|
|
|
|
|
|
|
|
|
|
|
Returns on investments and servicing of finance |
|
|
|
|
|
|
|
|
Interest Received |
|
|
|
5 |
|
4 |
|
|
|
|
|
|
48,165 |
|
28,557 |
|
|
|
|
|
|
|
|
|
|
|
Dividend Paid |
|
|
|
(42,960 |
) |
(16,000 |
) |
|
|
|
|
|
|
|
|
|
|
Corporation Taxation Paid |
|
|
|
(11,102 |
) |
(11,520 |
) |
|
|
|
|
|
|
|
|
|
|
(Decrease) / Increase in cash in the financial year |
|
|
|
(5,897 |
) |
1,037 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of cashflow to movement in net funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net funds at 1 January |
|
|
|
7,669 |
|
6,632 |
|
|
|
|
|
|
|
|
|
|
|
(Decrease) / Increase in cash in the financial year |
|
|
|
(5,897 |
) |
1,037 |
|
|
|
|
|
|
|
|
|
|
|
Net funds at 31 December |
|
|
|
1,772 |
|
7,669 |
|
CLM Delivery Partner Limited
Unaudited Notes to Financial Statements
for the year ended 31 December 2010
1 Accounting Policies
1.1 Basis of preparation of accounts
These financial statements have been prepared on the going concern basis under the historical cost convention and in accordance with the Companies Act 2006 and applicable Accounting Standards in the United Kingdom, which have been applied consistently with the prior year. A summary of the more important policies is set out below.
1.2 Turnover
Turnover relates to project management services. It reflects amounts initially agreed in the contract, plus any variations in contract work and incentive payments to the extent that it is probable they will result in revenue and can be reliably measured. Amounts received ahead of revenue being recognised are held within accruals and deferred income.
1.3 Profit recognition
Profit is calculated on an individual task order basis as the element of profit forecast at completion that can prudently be attributed to the proportion of work done at the period end. Immediate provision is made for all foreseeable unrecoverable amounts if projections of future costs require it.
1.4 Pension costs
The company does not have its own defined contribution pension scheme and contributions are made where necessary to independent staff pension schemes.
1.5 Provisions
Provisions are recognised when the company has a present obligation (legal or constructive) as the result of a past event and it is both probable that an outflow of resources will be required to settle the obligation and the amount of the obligation can be reliably estimated.
1.6 Foreign exchange
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates of exchange prevailing at that date.
2 Operating Profit
Operating Profit is stated after charging:
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Auditors’ remuneration for the audit of these financial statements |
|
54 |
|
51 |
|
CLM Delivery Partner Limited
Unaudited Notes to Financial Statements
for the year ended 31 December 2010
3 Staff costs
Personnel, other than those engaged via agencies and sub consultants in CLM’s supply chain, are employed directly or by companies within the consortium members, and costs in respect of those individuals are charged in the normal course of trading as Cost of Sales. The directors of CLM currently make no separate charges for their services.
|
|
|
2010 |
|
2009 |
|
|
|
|
No. |
|
No. |
|
|
|
|
|
|
|
|
|
The average monthly numbers of personnel, including directors, employed by CLM directly or by consortium members during the year were: |
|
444 |
|
512 |
|
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Aggregate remuneration and related cost of these staff : |
|
|
|
|
|
|
Wages and salaries |
|
25,891 |
|
29,084 |
|
|
Social security costs |
|
3,171 |
|
3,305 |
|
|
Other pension costs |
|
1,444 |
|
1,601 |
|
|
|
|
|
|
|
|
|
|
|
30,506 |
|
33,990 |
|
4 Interest receivable
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Bank interest |
|
5 |
|
4 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
4 |
|
5 Dividend
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Final Dividend Payment |
|
42,960 |
|
16,000 |
|
|
|
|
|
|
|
|
|
|
|
42,960 |
|
16,000 |
|
6 Taxation
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Current tax: |
|
|
|
|
|
|
UK corporation tax on profits of the period |
|
8,994 |
|
11,584 |
|
|
Adjustment in respect of prior periods |
|
(37 |
) |
(9 |
) |
|
|
|
|
|
|
|
|
Total current tax |
|
8,957 |
|
11,575 |
|
The tax assessed for the period is different to that of the standard effective rate of corporation tax in the UK for the year ended 31 December 2010 of 28% (2009: 28%). The differences are explained
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
Current tax reconciliation |
|
|
|
|
|
|
Profit on ordinary activities before tax |
|
32,060 |
|
41,229 |
|
|
|
|
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 28% (2009: 28%) |
|
8,977 |
|
11,544 |
|
|
|
|
|
|
|
|
|
- effects of expenditure that is not tax deductible |
|
17 |
|
40 |
|
|
|
|
|
|
|
|
|
|
|
8,994 |
|
11,584 |
|
CLM Delivery Partner Limited
Unaudited Notes to Financial Statements
for the year ended 31 December 2010
7 Debtors
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
Amounts falling due within one year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade debtors |
|
353 |
|
47,910 |
|
|
Prepayments and accrued income |
|
6,768 |
|
5,938 |
|
|
VAT recoverable |
|
501 |
|
— |
|
|
Amounts recoverable on long-term contracts |
|
13,846 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
21,468 |
|
53,848 |
|
8 Creditors: amounts falling due within one year
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Trade creditors |
|
419 |
|
1,166 |
|
|
Amounts owed to consortium members |
|
817 |
|
7,566 |
|
|
Corporation tax |
|
4,432 |
|
6,577 |
|
|
Other taxes and social security |
|
— |
|
6,447 |
|
|
Accruals and deferred income |
|
14,564 |
|
15,773 |
|
|
Payments on account |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
20,232 |
|
37,529 |
|
Amounts due to consortium members are unsecured, interest free and payable on demand.
9 Provisions for liabilities and charges
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Opening provisions |
|
1,736 |
|
1,483 |
|
|
Additions |
|
581 |
|
1,762 |
|
|
Utilisation |
|
(1,704 |
) |
(1,509 |
) |
|
|
|
|
|
|
|
|
Closing provision |
|
613 |
|
1,736 |
|
The provision has been set aside to cover all known outstanding commercial issues with the ODA specific to Master Task Order 2 Tranche 2
CLM Delivery Partner Limited
Unaudited Notes to Financial Statements
for the year ended 31 December 2010
10 Share capital
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Authorised equity |
|
|
|
|
|
|
1,000 ordinary shares of £1 each |
|
1 |
|
1 |
|
|
|
|
|
|
|
|
|
Allotted, called up and paid equity |
|
|
|
|
|
|
1,000 ordinary shares of £1 each |
|
1 |
|
1 |
|
11 Reserves
|
|
|
2010 |
|
|
|
|
£’000 |
|
|
|
|
|
|
|
Profit for the financial year |
|
23,103 |
|
|
Dividends |
|
(42,960 |
) |
|
|
|
|
|
|
Net movement in reserves |
|
(19,857 |
) |
|
|
|
|
|
|
Opening reserves |
|
22,251 |
|
|
|
|
|
|
|
Closing reserves |
|
2,394 |
|
12 Reconciliation of movements in shareholders’ funds
|
|
|
|
|
Profit |
|
|
|
|
|
|
Share |
|
and loss |
|
Total |
|
|
|
|
capital |
|
reserve |
|
2010 |
|
|
|
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
|
|
Opening shareholders’ funds |
|
1 |
|
22,251 |
|
22,252 |
|
|
Profit for the financial year |
|
— |
|
23,103 |
|
23,103 |
|
|
Dividends |
|
— |
|
(42,960 |
) |
(42,960 |
) |
|
|
|
|
|
|
|
|
|
|
Closing shareholders’ funds |
|
1 |
|
2,394 |
|
2,395 |
|
13 Related party transactions
During the year the company incurred employment, travel and subsistence costs from its consortium members, CH2M Hill International Ltd, Laing O’Rourke Holdings Ltd and Mace Ltd and their associated undertakings, in the normal course of business. The amounts charged during the year and balances outstanding at the year end were as follows:
|
|
|
|
|
Outstanding |
|
Outstanding |
|
|
|
|
Charged |
|
Balance at 31 |
|
Balance at 31 |
|
|
|
|
during the |
|
December |
|
December |
|
|
|
|
current year |
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
|
|
CH2M Hill International Ltd |
|
17,031 |
|
813 |
|
2,228 |
|
|
Laing O’Rourke Holdings Ltd |
|
17,314 |
|
— |
|
2,135 |
|
|
Mace Ltd |
|
14,980 |
|
4 |
|
3,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
49,325 |
|
817 |
|
7,565 |
|
CLM Delivery Partner Limited
Unaudited Notes to Financial Statements
for the year ended 31 December 2010
14 Reconciliation of operating profit to net cash flow from operating activities
|
|
|
2010 |
|
2009 |
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
Operating profit |
|
32,055 |
|
41,225 |
|
|
Decrease / (Increase) in debtors |
|
32,380 |
|
(27,306 |
) |
|
(Decrease) / Increase in creditors |
|
(15,152 |
) |
14,381 |
|
|
(Decrease) / Increase in provisions |
|
(1,123 |
) |
253 |
|
|
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
48,160 |
|
28,553 |
|
15 Ultimate Controlling Party
CH2M Hill International Ltd (37.5%), Laing O’Rourke Holdings Ltd (37.5%) and Mace Ltd (25%) are the controlling parties of the company.