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                      BOC GROUP REPORTS RESULTS
    MURRAY HILL, N.J., Nov. 14 /PRNewswire/ -- BOC Group, the gases and

health care company, today announced the following unaudited preliminary results for the year to Sept. 30, 1991:
    -- Pre-tax profit was $542.7 million, after charging two exceptional, non-recurring items.  Pre-tax profit before these items was $586.5 million.
    -- Exceptional items amounting to $43.8 million were (in millions):
     Cost of reorganization of Glasrock business          $34.3
     Loss on disposal of businesses                       $ 9.5
    -- Operating profit before exceptional items was $724.9 million, almost equal to last year, despite the diverse effect of currency exchange rates.
    -- 1992 dividend rate of 38.5 cents announced, an increase of 7.8 percent on 1991.  Two equal payments of 19.25 cents are planned in February and August.
    Pre-tax profit of the BOC Group, the gases and health care company, was $542.7 million for the year to Sept. 30, 1991, compared with $612.9 million in 1990.
    The group has decided to make the financial information contained in its 1991 annual report even more informative, by incorporating recent proposals by the U.K. Accounting Standards Board and the U.S. Financial Accounting Standards Board.  This includes two accounting changes:
    -- Profits and losses on disposal and closure of businesses are now included "above the line."  Previously they were shown as extraordinary items.
    -- The actuarial liability of $68.4 million for U.S. post-retirement medical costs has been fully provided for in the balance sheet. $10.7 million of that amount has been charged against this year's profits.  In order to reflect the full liability in the balance sheet, and, in accordance with U.K. accounting standards, the remainder had to be taken as a prior year adjustment.
    The group's result is after charging $34.3 million in respect of reorganization costs and losses on disposal of certain of the branches of Glasrock, the group's U.S. home health care business.
    Earnings were adversely affected by exchange rate movements. Eliminating the effect of changes in exchange rates and exceptional charges, the group's pre-tax profits this year compared with last would have been similar.
    The tax charge of 31 percent of pre-tax profits was 4 percent higher than last year.  Earnings were $338.6 million, against $418.3 million last year.  Earnings per share fell 19 percent to 71.72 cents. Turnover (including share of related companies) rose 1.5 percent.
    Patrick Rich, chief executive of the BOC Group commented:
    "This is a reasonable result, achieved in a much tougher economic environment than most had anticipated at the start of the year.  Despite the difficult trading conditions and adverse currency movements, we have been able to maintain operating profit.  Although we have seen few signs of change yet, with the general expectation of some modest improvement in economic conditions, we expect to achieve growth in profits and earnings in 1992.  The board has therefore decided to increase the dividend for the year by 7.8 percent."
    Overall demand for merchant liquid gases continued to grow in all of BOC's major markets, but at more modest rates than last year. Demand for compressed gases declined.  Turnover fell slightly from $3,448.9 million to $3,428.3 million.  At constant rates of exchange, turnover rose 4 percent.
    Operating profit of $481.4 million declined 8 percent.  BOC Cryoplants, the company's plant construction business, experienced a substantial downturn in its third party plant building activities and it incurred significant rationalization costs.
    Despite the general economic downturn, BOC has continued to invest significantly in new production facilities, particularly in the Asia/Pacific region which has remained quite buoyant.  Capital expenditure in gases, including that of the company's related businesses amounted to $595 million (1990: $560 million).
    Health Care
    Health Care had a satisfactory year.  Turnover increased 7 percent to $1,049.7 million.  At constant exchange rates, turnover rose 10 percent.  Operating profit fell 15 percent to $139.1 million. At constant exchange rates, and before charging exceptional items, operating profit rose 10 percent.  Capital expenditure, including that of BOC's related businesses amounted to $75 million (1990: $49 million).
    Anaquest, BOC's anesthetic pharmaceutical business, had an excellent year, with strong growth in volumes and revenue.  BOC's medical equipment businesses, Ohmeda and Viggo-Spectramed, produced a satisfactory performance, given continued government cost-containment pressures.  The company has increased its spending on research and development for these businesses.
    Glasrock Home Health Care, in the U.S., made an operating loss. Near the end of the year BOC disposed of a number of branches, reducing the size and geographical spread of Glasrock by around one third.  The costs of these disposals, together with related rationalization costs, amounted to $34.3 million and have been charged as exceptional items.
    High Vacuum Technology and Distribution Services
    The results of the company's Vacuum Technology and Distribution Services businesses were disappointing due to particularly difficult trading conditions.  Turnover increased by 9 percent to $494.0 million. This was mainly due to Distribution Services.  Turnover in the Vacuum Technology business was slightly up.
    Operating profit declined by 13 percent to $58.8 million.  At constant exchange rates, turnover increased 10 percent and operating profit declined 12 percent.  Capital expenditure, including that of BOC's related businesses amounted to $73 million (1990: $54 million).
    Investments, R&D Expenditure and Borrowings
    BOC's investment in new plant and equipment, including investment by its related businesses, amounted to $747 million (1990: $668 million). The comparative strength of the U.S. dollar at the balance sheet date contributed to an increase in reported borrowings, from $1,150.3 million to $1,345.6 million.  Cash generation continued to be strong.  Interest was covered over five times by operating profit before exceptional items.  Gearing has remained broadly unchanged at around 32 percent.
    The company spent some $111.5 million on research and development. This compares with $108.8 million in the previous year; at constant exchange rates this year's expenditure would have been 8 percent higher. This reflects increased spending in the company's Health Care and Gases businesses and a sustained level of expenditure in its Vacuum Technology businesses.
    The directors have decided that the dividend rate for 1992 will be 38.5 cents per share, a 7.8 percent increase over 1991.  This reflects the current year's performance and a realistic view of the sustainable level of dividend, given the company's expectations of future growth in profits.  On Feb. 3, 1992 BOC will pay 19.25 cents as a first interim dividend, and plans to pay the same amount again on Aug. 3, 1992 as a second interim.
    Scrip Dividends
    Shareholders will continue to be offered the opportunity of taking all or part of their dividends in shares rather than cash.
                             THE BOC GROUP
                       (Unaudited -- In millions)
    Years to Sept. 30;                             1991         1990
    Turnover, including share
     of related companies                       $4,977.5     $4,903.5
    Less: share of related companies               220.1        276.7
    Turnover, excluding related companies        4,757.4      4,626.8
    Operating profit, before exception items(A)    724.9        735.2
    Reorganization of Glasrock business            (34.3)          --
    Disposal & closure of businesses(A)             (9.5)        (1.9)
    Operating profit(B)                            681.1        733.3
    Interest                                      (138.4)      (120.4)
    Profit on ordinary activities before tax       542.7        612.9
    Tax(C)                                        (167.7)      (166.9)
    Profit on ordinary activities after tax        375.0        446.0
    Minority interests                             (36.4)       (27.7)
    Earnings                                       338.6        418.3
    Earnings per share net basis, fully diluted
     (expressed as cents) (D)                      71.72        88.66
    (A) -- Two accounting changes have been made this year:
     - FAS106 was issued in the U.S. during the year; this sets out the accounting treatment of retirement benefits other than pensions.  In line with this accounting standard the actuarial liability for post- retirement medical costs has been taken up in the balance sheet.  Under U.K. accounting conventions, this change has been made as a prior year adjustment.  The charge to operating profit in 1991 was $10.7 million (1990: $10.7 million).
    - Following the proposals made by the U.K. Accounting Standards Board the profit and loss has been changed to reflect the disposal and closure of businesses in operating profit; previously these were treated as extraordinary items.
    Prior year information has been restated to reflected these changes.
    (B) -- Operating profit includes the share of profits of related companies of $36.4 million (1990: $39.6 million).
    (C) -- Overseas tax included in the tax charge amounted to $85.4 million (1990: $86.8 million) and related companies tax to $10.0 million (1990: $10.0 million).
    (D) -- The number of shares used in the earnings per share calculation was 479.5 million (1990: 447.1 million)
    (E) -- Financial data for the year to Sept. 30, 1990 has been based on the full group accounts for that period.  The 1990 accounts received an unqualified auditors' report and have been delivered to the Registrar of Companies.
                             THE BOC GROUP
                         Segmental Information
    Turnover and operating profit by business was as follows:
                                       1991               1990
                                         Operating            Operating
                                 Turnover  Profit     Turnover  Profit
    Gases & related products     3,428.3    481.4     3,448.9    524.0
    Health care                  1,049.7    139.1       977.2    162.9
    Vacuum & distribution          494.0     58.8       451.3     67.4
    Corporate                         --     13.7          --     (2.5)
    Continuing businesses        4,972.0    693.0     4,877.4    751.8
    Discontinued businesses          5.5    (11.9)       26.1    (18.5)
    Total                        4,977.5    681.1     4,903.5    733.3
    Turnover and profit before tax by region was as follows:
                                1991                1990
                                   Pre-tax               Pre-tax
                          Turnover  Profit     Turnover  Profit
    Europe                1,450.8   250.7      1,414.5    293.7
    Africa                  423.0    76.7        410.9     84.0
    Americas              1,803.4    80.2      1,836.3     97.3
    Asia/Pacific          1,300.3   135.1      1,241.8    137.9
    Total                 4,977.5   542.7      4,903.5    612.9
                          Condensed Balance Sheet
                     (In millions of dollars Unaudited)
      At Sept. 30:                               1991        1990
    Fixed Assets
     Tangible assets                           3,290.2    2,865.6
     Related companies & other investments       252.5      259.5
    Working capital (excluding
     bank balances & short-term loans)           617.4      511.8
    Total                                      4,160.1    3,636.9
    Shareholders' capital & reserves           2,238.3    1,996.4
    Minority shareholders' interests             263.9      201.1
    Non-current liabilities & provisions         312.3      289.1
    Net borrowings & finance leases            1,345.6    1,150.3
    Total                                      4,160.1    3,636.9
    All amounts shown in U.S. dollars have been translated at the rate of $1 equals 0.57 pounds sterling which was the rate of exchange applicable on Sept. 30, 1991.
    -0-        11/14/91
    /CONTACT:  Nigel Rowe or Chris Dryden, 011-44-2-767-7222, or Patricia Secrist, 201-771-4861, all of BOC Group/ CO:  BOC Group ST:  New Jersey IN:  CHM SU:  ERN TS-OJ -- NY050 -- 4469 11/14/91 13:16 EST
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Date:Nov 14, 1991

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