Exhibit 99.4
Registered Number 05796284 England
CLM Delivery Partner Ltd
Annual Report
for the year ended 31 December 2007
CLM Delivery Partner Ltd
Annual Report
for the year ended 31 December 2007
Contents
| Page |
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Profit and Loss Account | 1 |
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Balance Sheet | 2 |
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Cash Flow Statement | 3 |
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Notes to the Financial Statements | 4 - 8 |
CLM Delivery Partner Ltd
Profit & Loss Account
for the year ended 31 December 2007
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| 4 mths ended |
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| Note |
| 2007 |
| 2006 |
|
|
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
| (unaudited) |
|
|
|
|
|
|
|
|
|
Turnover |
| 1 |
| 60,059,050 |
| 6,593,409 |
|
Cost of sales |
|
|
| (49,920,675 | ) | (6,262,731 | ) |
Gross profit |
|
|
| 10,138,375 |
| 330,678 |
|
Administrative expenses |
|
|
| (411,304 | ) | (50,722 | ) |
Operating profit |
| 2 |
| 9,727,071 |
| 279,956 |
|
Interest receivable |
| 4 |
| 106,067 |
| 1,865 |
|
Profit on ordinary activities before taxation |
|
|
| 9,833,138 |
| 281,821 |
|
Taxation |
| 5 |
| (2,958,409 | ) | (84,546 | ) |
Profit after Taxation |
|
|
| 6,874,729 |
| 197,275 |
|
Ordinary dividend - Final paid £3,000 per share (2006: Nil) |
|
|
| (3,000,000 | ) | — |
|
Retained profit for the year |
|
|
| 3,874,729 |
| 197,275 |
|
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.
1
CLM Delivery Partner Ltd
Balance Sheet
as at 31 December 2007
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| 2007 |
| 2006 |
| ||||
|
|
|
| (unaudited) |
| (unaudited) |
| ||||
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| Note |
| £ |
| £ |
| £ |
| £ |
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|
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Assets |
|
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|
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Debtors |
| 6 |
| 19,946,257 |
|
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| 4,891,150 |
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|
Cash at bank and in hand |
|
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| 784,744 |
|
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| 2,481,436 |
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|
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|
|
| 20,731,001 |
|
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| 7,372,586 |
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Creditors |
| 7 |
| (16,657,997 | ) |
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| (7,174,311 | ) |
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Net current assets |
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| 4,073,004 |
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| 198,275 |
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Net assets |
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| 4,073,004 |
|
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| 198,275 |
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Capital and reserves |
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Called up share capital |
| 8 |
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| 1,000 |
|
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| 1,000 |
|
Profit and loss reserve |
| 9 |
|
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| 4,072,004 |
|
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| 197,275 |
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Equity shareholders’ funds |
| 9 |
|
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| 4,073,004 |
|
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| 198,275 |
|
2
CLM Delivery Partner Ltd
Cash Flow Statement
for the year ended 31 December 2007
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| 4 mths ended |
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| Note |
| 2007 |
| 2006 |
|
|
|
|
| £ |
| £ |
|
|
|
|
| (unaudited) |
| (unaudited) |
|
|
|
|
|
|
|
|
|
Net cash inflow from operating activities |
| 11 |
| 1,281,787 |
| 2,479,571 |
|
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Returns on investments and servicing of finance |
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Interest Received |
|
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| 106,067 |
| 1,865 |
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| 1,387,854 |
| 2,481,436 |
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Dividend Paid |
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| (3,000,000 | ) | — |
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Corporation Taxation Paid |
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| (84,546 | ) | — |
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(Decrease) / Increase in cash in the period |
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| (1,696,692 | ) | 2,481,436 |
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Reconciliation of cashflow to movement in net funds |
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Balance at end of year |
|
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| 784,744 |
| 2,481,436 |
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Opening balance |
|
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| 2,481,436 |
| — |
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(Decrease) / Increase in funds for the year |
|
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| (1,696,692 | ) | 2,481,436 |
|
3
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2007
1 Accounting Policies
1.1 Basis of preparation of accounts
These financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 1985 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 represents the estimated sales value of work done in the year, including amounts not invoiced. All turnover is generated from the United Kingdom.
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 fund and contributions are made where necessary to independent staff pension schemes.
2 Operating Profit
Operating Profit is stated after charging:
|
|
|
| 4 mths ended |
|
|
| 2007 |
| 2006 |
|
|
| £ |
| £ |
|
|
| (unaudited) |
| (unaudited) |
|
|
|
|
|
|
|
Auditors’ remuneration for audit services |
| 40,000 |
| 17,500 |
|
Auditors’ remuneration for other services |
| 24,050 |
| 4,000 |
|
|
| 64,050 |
| 21,500 |
|
4
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2007
3 Employees and Directors
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.
|
| 2007 |
| 2006 |
|
|
| No. |
| No. |
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The average monthly numbers of personnel, including directors, employed by CLM directly or by consortium members during the year were: |
| 204 |
| 93 |
|
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| 4 mths ended |
|
|
| 2007 |
| 2006 |
|
|
| £ |
| £ |
|
|
| (unaudited) |
| (unaudited) |
|
|
|
|
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|
Aggregate remuneration and related cost of these staff: |
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Wages and salaries |
| 13,561,691 |
| 2,076,958 |
|
Social security costs |
| 1,334,193 |
| 235,277 |
|
Other pension costs |
| 575,110 |
| 97,921 |
|
|
| 15,470,994 |
| 2,410,156 |
|
4 Interest Receivable
Bank interest |
| 106,067 |
| 1,865 |
|
|
| 106,067 |
| 1,865 |
|
5 Taxation
United Kingdom corporation tax |
|
|
|
|
|
Current tax on income for the year |
| 2,963,432 |
| 84,546 |
|
Adjustment in respect of prior year |
| (5,023 | ) | — |
|
Tax on profit |
| 2,958,409 |
| 84,546 |
|
|
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Current tax reconciliation |
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Profit on ordinary activities before tax |
| 9,833,138 |
| 281,821 |
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (2006: 30%) and actual current taxation charge |
| 2,949,942 |
| 84,546 |
|
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- effects of expenditure that is not tax deductible |
| 13,490 |
| — |
|
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| 2,963,432 |
| 84,546 |
|
5
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2007
5 �� Taxation (continued)
A number of changes to the UK Corporation Tax System were announced as part of the March 2007 budget statement. Certain of these changes were substantially enacted in the 2007 Finance Act on 26 June 2007. This includes a proposal to reduce the standard corporation tax rate from 30% to 28% with effect from 1 April 2008, the change has not yet been substantively enacted at the balance sheet date and therefore is not quantified in the financial statements.
Certain other charges are expected to be enacted in the 2008 Finance Act. The impact of these changes will be recognised in the period in which the 2008 Finance Act becomes substantively enacted, which is expected to be in the year to 31 December 2008.
6 Debtors
Amounts falling due within one year |
| 2007 |
| 2006 |
|
|
| £ |
| £ |
|
|
| (unaudited) |
| (unaudited) |
|
|
|
|
|
|
|
Trade debtors |
| 17,165,959 |
| 4,750,400 |
|
Amounts due from consortium members |
| — |
| 1,000 |
|
Prepayments and accrued income |
| 71,581 |
| — |
|
Amounts recoverable on long-term contracts |
| 2,708,717 |
| 139,750 |
|
|
| 19,946,257 |
| 4,891,150 |
|
7 Creditors: amounts falling due within one year
Trade and sub consultant creditors |
| 4,253,496 |
| 1,179,438 |
|
Amounts owed to consortium members |
| 6,072,483 |
| 4,405,307 |
|
Corporation tax |
| 2,958,409 |
| 84,546 |
|
Other taxes and social security |
| 823,209 |
| 245,453 |
|
Other accruals |
| 2,319,853 |
| 1,129,930 |
|
Payments on account |
| 230,547 |
| 129,637 |
|
|
| 16,657,997 |
| 7,174,311 |
|
Amounts due to consortium members are unsecured, interest free and payable on demand.
6
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2007
8 Share capital
|
| 2007 |
| 2006 |
|
|
| £ |
| £ |
|
|
| (unaudited) |
| (unaudited) |
|
Authorised equity |
|
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|
|
1,000 ordinary shares of £1 each |
| 1,000 |
| 1,000 |
|
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Allotted, called up and paid equity |
|
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1,000 ordinary shares of £1 each |
| 1,000 |
| 1,000 |
|
9 Reconciliation of movements in equity shareholders’ funds
|
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| Profit |
|
|
| Total |
|
|
| Share |
| and loss |
| Total |
| 4 mths ended |
|
|
| capital |
| reserve |
| 2007 |
| 2006 |
|
|
| £ |
| £ |
|
|
| £ |
|
|
| (unaudited) |
| (unaudited) |
| (unaudited) |
| (unaudited) |
|
|
|
|
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|
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Opening shareholders’ funds |
| 1,000 |
| 197,275 |
| 198,275 |
| — |
|
Shares issued in year |
| — |
| — |
| — |
| 1,000 |
|
Profit for the year |
| — |
| 3,874,729 |
| 3,874,729 |
| 197,275 |
|
Closing shareholders’ funds |
| 1,000 |
| 4,072,004 |
| 4,073,004 |
| 198,275 |
|
10 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:
|
| Charged |
| Outstanding |
| Outstanding |
|
|
| £ |
| £ |
| £ |
|
|
| (unaudited) |
| (unaudited) |
| (unaudited) |
|
CH2M Hill International Ltd |
| 15,061,449 |
| 2,570,968 |
| 2,098,257 |
|
Laing O’Rourke Holdings Ltd |
| 7,809,606 |
| 1,734,914 |
| 1,075,872 |
|
Mace Ltd |
| 8,810,118 |
| 1,766,601 |
| 1,231,178 |
|
|
| 31,681,173 |
| 6,072,483 |
| 4,405,307 |
|
7
CLM Delivery Partner Ltd
Notes to Financial Statements
for the year ended 31 December 2007
11 Reconciliation of operating profit to net cash flow from operating activities
|
|
|
| 4 mths ended |
|
|
| 2007 |
| 2006 |
|
|
| £ |
| £ |
|
|
| (unaudited) |
| (unaudited) |
|
|
|
|
|
|
|
Operating profit |
| 9,727,071 |
| 279,956 |
|
Increase in debtors |
| (15,055,107 | ) | (4,890,150 | ) |
Increase in creditors |
| 6,609,823 |
| 7,089,765 |
|
Net cash inflow from operating activities |
| 1,281,787 |
| 2,479,571 |
|
12 Ultimate Parent Company
CH2M Hill International Ltd (37.5%), Laing O’Rourke Holdings Ltd (37.5%) and Mace Ltd (25%) are the controlling parties of the company.
8
