Final Results - Year Ended 31 December 1999

Keller Group PLC 9 March 2000 Keller Group plc ('Keller'/'the Group') 14% INCREASE IN PRE-TAX PROFITS ON AN 18% INCREASE IN TURNOVER Keller Group, the global construction services group, announces preliminary results for the year ended 31 December 1999. Highlights Pre-tax profits up 14% to £19.0m (1998: £16.7m); turnover rises 18% to £314.9m (1998: £266.9m) Earnings per share up 16% to 21.5p (1998: 18.6p) Final dividend of 5.2p; total dividend for the year up 10% at 7.8p (1998: 7.1p) Strong organic growth by Makers in the UK concrete repair and refurbishment market Excellent performance in North America; operating profit up 24% Substantial progress made in Continental Europe and Overseas; operating profit up 36% against a turnover increase of 18% Good progress in France Strong balance sheet with no gearing, giving scope to fund future acquisitions Keller Chairman, Dr J M West, commented: 'The Group's proven combination of technical strength and market spread give grounds for continued optimism. Our strategy remains to grow our core ground engineering business by selective acquisition and penetration of new markets, while increasing the range and scale of specialist services that the Group can offer through our well established international network. Specialist concrete repair and related services show considerable promise, especially as the Government commits additional funding for the upgrading of the country's housing stock, and I expect to see continued growth in this segment of our business both in the UK and overseas.' For more information: Tom Dobson, Chief Executive Keller Group 020 7398 0800* Justin Atkinson, Finance Director Keller Group 020 7398 0800* * on Thursday 9 March - thereafter on 020 8341 6424 Stephanie Highett / Nick Lambert GCI Focus 020 7398 0800 Chairman's Statement I am delighted to report a very strong performance by Keller Group with another double digit increase in profits and earnings. Significantly, these results come primarily from organic growth with the Group ending the year in a very healthy financial position and well placed to pursue opportunities for expansion. In 1999 Group revenue increased 18% to £314.9m, Group profit before tax rose 14% to £19.0m while earnings per share were 21.5p, an improvement of 16% on the previous year. Maintaining a progressive dividend policy, the Board are recommending a final dividend of 5.2p per share. This brings the total dividend for the year to 7.8p, an increase of 10% over the previous year. The final dividend will be paid on 31 May 2000 to shareholders on the register at the close of business on 8 May 2000. Highlights of the year were a much improved performance from our operations in Continental Europe, another excellent result from North America and strong progress in developing our specialist concrete repair and refurbishment business in the UK. In Continental Europe, improved results in the core German and Austrian operations were complemented by encouraging progress in other European markets, most notably France and Poland. Group operations in North America produced another exceptional result with all parts of the business performing well despite some strengthening of competition on major projects. In the UK, an excellent performance from our Makers specialist concrete repair and refurbishment business was balanced by a continuing weakness in ground engineering, a situation aggravated by a current lack of major infrastructure work in the UK. In the interim statement I announced the appointment of Dr. Kevin Bond and Keith Payne as non-executive directors of the Group and they are already making a valuable contribution to the Board. At the beginning of October we announced the resignation of Rob Painting as finance director and we wish him every success in pursuing new interests. Justin Atkinson was appointed group finance director on 11 October 1999. Justin joined the Group in 1990 shortly after our management buy out and had been group financial controller for the last four years. During the latter part of the year we invited our senior managers from around the world to join with the Board in reviewing the Group's strategy thus giving them the opportunity to meet our new non-executive directors. The Management Training Programme introduced in 1997 is now well established and the first group of 18 senior managers have successfully completed this executive programme. We are committed to offering our staff the opportunity to broaden their skills and are indebted to them for their hard work and commitment to the Group. Looking ahead, the Group's proven combination of technical strength and market spread give grounds for continued optimism. Our strategy remains to grow our core ground engineering business by selective acquisition and penetration of new markets, while increasing the range and scale of specialist services that the Group can offer through our well established international network. Specialist concrete repair and related services show considerable promise and I expect to see continued growth in this segment of our business both in the UK and elsewhere. Earlier, I referred to the Group's good financial position and this, combined with an increasing number of international opportunities, gives me every confidence for the continued progress of the Group. Dr J M West Chairman 8 March 2000 Operating Review Keller Group results for 1999 show strong growth in sales, operating profit and earnings, despite the fact that no significant acquisitions were completed in the period. These results underline the effectiveness of the Group's strategy and the inherent strength provided by taking leading positions in the major national markets of Europe and the USA. The Group's well balanced geographical profile again proved successful in reducing the effect of the cyclical nature of the markets in which it operates. In the USA, our national coverage allowed Keller to take full advantage of a strong market whilst, in Europe, we outperformed a flat market in Germany, complemented by growth in France, Poland and Austria. In market terms, the weakness of the UK foundation sector was mitigated by the buoyant repair and renovation sector. The Americas Results from our North American operations were once again excellent in 1999 with sales growing 9% to £107.4m and operating profit increasing 24% to £12.0m. The operating profit margin increased by over one percentage point on last year to reach a record 11.2% with both major subsidiaries, Hayward Baker and Case, performing well. In Hayward Baker, all regions of the business performed at or above budget with a particularly strong performance from the Southern and Central Regions. The strength of these regions lies in their coverage of the local markets with their sales derived from a large number of small to medium sized contracts. The result from the Central Region includes a full year's trading from Denver Grouting whose results were in line with expectations. In other regions, major contracts completed included the third phase of a jet grouting job in Battery Park, New York, and a substantial vibro contract for the extension of the airport at Manchester, New Hampshire. Hayward Baker, along with Case and a third partner, were the general contractors for a highway realignment and slope stability contract on State Road 9 in Kentucky which was completed on budget and some six months ahead of schedule. In the western half of the USA, major projects included a tunnel grouting contract for the Los Angeles subway, a jet grouting project in Idaho, an anchorage contract for a dam in California, along with several large ground improvement projects using our vibro systems. The performance by Case was the best since acquisition in 1994 with sales growing 18%. All divisions of Case performed well with the Western Division producing an excellent result. Major projects included caissons and a diaphragm wall and retention system for a high-rise development at the River East Center in Chicago and caissons for a multistorey condominium development at One North Wacker Drive, also in downtown Chicago. In the Eastern Division, caissons were constructed to support a light rail transit system in New Jersey and the Harborside Financial Center in Jersey City. Furthermore, work was substantially completed on the I23 and I90 intersection contract in Boston. Case's Florida based subsidiary, Case Atlantic, saw considerable benefit from the TEA 21 money approved by Congress with work for the upgrading of highway bridges in Florida, Alabama, Georgia and North Carolina. Outside the USA, volumes fell below expectations with Keller Cimentaciones in Mexico failing to meet budget after a very slow first half but showing steady improvement in the second half of the year. In Canada, work was successfully completed on the underpinning of the Capitol Building in Saskatchewan while vibro work was undertaken in the port of Vancouver to support new wharf structures. In Puerto Rico, several medium sized jobs were completed during the year. United Kingdom In the UK, Keller Ground Engineering operated in a flat foundation sector whilst Makers operated within the rapidly growing concrete repair and refurbishment sector. The ground engineering market remained very competitive in 1999 with little sign of any real consolidation despite realignment within the wider general construction market. This, combined with the lack of large projects, in particular in the infrastructure sector, gave rise to difficult market conditions. Despite this lack of opportunities, sales in the ground engineering business increased over 1998 but at the expense of depressed margins. Going forward, therefore, we will reposition our ground engineering business in the UK to concentrate on sectors which produce higher margins. Notable projects completed during the year included several contracts at Canary Wharf and further work for both London Underground and Railtrack. At the end of the year a major driven piling job in South Wales was completed while, further north, Keller successfully relevelled the floor slab of a major shopping centre where settlement has disrupted operations. In Scotland, work commenced on compensation grouting to the Royal Scottish Academy in Edinburgh. By contrast, the concrete repair and refurbishment markets in which Makers operated were strong with a high level of opportunities available. Taking advantage of this good market allowed Makers' volume to grow by some 40% with obvious benefits to operating profit. It is anticipated that this good market will continue as the Government commits additional funding for the upgrading of the country's housing stock. Major projects undertaken during the year included the repair of the Hammersmith Bridge, London, which was completed in time to allow reopening prior to the year end and also substantial completion of the refurbishment of the Russell Coates Museum, Bournemouth. Several tower block renovations were also undertaken in the year not only in the London area but also in the Midlands and the North of England. The Car Park Division had a busy year with the completion of several contracts and ongoing work at both Heathrow and Gatwick airports. Continental Europe and Overseas Our Continental Europe and Overseas operations had a highly successful year in 1999 with operating profit some 35% ahead of last year on sales 18% up on 1998. In Continental Europe, we achieved improved performance in Germany whilst successfully pushing ahead with aggressive growth in other European countries. In Germany, we reversed the trend of declining sales despite a flat market and, in addition, improved margins from productivity gains in our major product lines and by tighter quality control at both design stage and site level. We continued to achieve good results at the Lausitz sites where up to six vibrators worked to densify deep deposits of waste from old coal workings. In the fourth quarter we undertook a large void filling contract on the Frankfurt to Cologne high speed railtrack which required a rapid response and had to be completed to a very tight time schedule. Outside Germany, we continued our successful penetration of the French market with sales growing strongly in part as a result of opening two new regional offices to bring us closer to our clients. Our French company also performed a major piling contract for EXPO 2002 at Neuchatel, Switzerland, with the work for the second phase at Bienne to follow this year. The pile installations are in the lakes to support a major deck structure. Significant growth was also achieved in Poland where projects for foundation support of a Tesco supermarket at Czestochowa and a deep soil mixed wall for flood control to protect the city of Krakow were successfully completed. We will continue to push ahead aggressively in Poland and prospects for 2000 are excellent. Results from Austria were very good with major projects being undertaken to rehabilitate both a quay wall and three historical gasometers near Vienna, whilst in Italy a large excavation some 28 metres deep using Soilcrete and anchors was undertaken. In Portugal, a major dewatering contract for a new dry dock at Setubal was completed. In our Overseas operations, the results from the Middle East were strong and included for the first time a full year of results from Genco in Egypt. Genco performed well with the completion of major contracts in Alexandria in the El Mex industrial area and also a number of jobs in Cairo. Whilst opportunities were weak in Saudi Arabia, our operations in the Gulf States were very busy with major projects in Qatar, Abu Dhabi and Dubai. The Far East continues to be difficult as the economic recovery is progressing at a slower than anticipated pace. Despite this, however we continue to work at Changi Airport in Singapore and also at Putra Jaya in Malaysia. Late in the year we commenced work in the Phillipines on a ground improvement project at an on shore gas receiving station. Australia In its first full year as a member of the Keller Group, Franki Pacific Holdings performed well with sales slightly ahead of last year in the equivalent period with profit however some 20% behind last year's excellent result. The continuing uncertainties in Indonesia contributed to the decline in profits as this market remains depressed. As anticipated at the time of the acquisition, the New South Wales market declined in 1999 on completion of some of the structures related to the 2000 Olympics and margins hardened as a result. The decline in New South Wales was to some extent offset by strong activity in Melbourne where several high rise residential developments were completed using driven precast piles. Franki installed the piling for a major shopping centre in Queensland whilst in Victoria we installed the bored piles to support an important eye clinic. Strategy The Group will continue to pursue organic growth in its core ground engineering business together with acquisitions to enhance geographical coverage, product range and technical excellence. Continental Europe offers opportunities for organic growth in countries such as France, Italy and Poland while in North America and Australia there is scope for additional acquisitions to reinforce our leading position in these markets. The success of our Makers business in the UK concrete repair and refurbishment sector gives us confidence to continue the expansion of these and related services in both the UK and overseas. While the dynamics of the markets in which we operate are constantly changing, I am confident that the Group's well balanced geographical and product base combined with an aggressive approach to those acquisitions which offer growth opportunities, will ensure continued success in the future. T Dobson Chief executive 8 March 2000 Financial review Turnover for the Group increased 18% year on year to £314.9m. Of this amount, only 26% originated in the UK with one third coming from the USA and 40% coming from more than 20 other countries in Continental Europe and Overseas. This means that a large proportion of the Group's net assets are denominated in currencies other than Sterling which gives the Group an exposure to translational exchange risk. The difference in average exchange rates year on year resulted in a positive effect on operating profit of £232,000 in 1999. Of the two main currencies to which the Group is exposed, the US dollar strengthened by 3% whilst the Euro weakened by 13% during the year. The Group is present in a large number of national markets and therefore there is little cross border activity necessary to service contracts. The Group's management of currency risk is explained in detail on page 20. The net interest charge for the year was similar to last year at £345,000. Although the net cash positions improved during the year, such benefits were primarily offset by a year on year reduction in interest rates in the UK. In the period since flotation in 1994, the Group's gearing position has not been higher than single figures in percentage terms at the end of each year. At December 1999, however, the Group had net funds of some £5.3m. Indeed, throughout the year, the gearing ratio was never more than single figures compared to an average of 11% and a peak of 24% in 1998. This improved position arose as a result of excellent cash inflows particularly in the USA and Continental Europe and further because the Group did not have major expenditure on acquisitions during the year. The controls of working capital were particularly strong such that year end levels reduced over last year even though activity levels increased considerably. The Group increased its capital expenditure over recent years in its main areas of operations to ensure that its fleet of equipment was either replaced or enhanced appropriately to cope with the increasing volumes of activity. The effective tax charge increased only marginally in the year to 35.4% but was lower than the anticipated effective rate because there was a higher than expected proportion of profits earned either in locations that were subject to low tax rates or where there were prior year tax losses to utilise. The effective rate is still considerably higher than the UK corporation tax rate of 30% because of the proportion of profits earned in several countries where the tax rate is higher than in the UK. The minority interest charge for the year reduced over 1998 directly as a result of the losses sustained in our Indonesian subsidiary where there is a 40% minority and because the activity from our Saudi operations, where there is a 35% minority, was 30% lower than in 1998. The weighted average number of shares in issue during the year increased by some 306,000, as a result of the exercise of share options by senior executives during the latter part of 1998 and during 1999. This had a marginal impact on earnings per share which nevertheless increased by 16% to 21.5p. The share issue proceeds in 1999 were only £133,000 compared to £658,000 last year leaving some 225,000 share options currently outstanding. The dividend cover increased to a healthy 2.8 times based upon a dividend increase of 10% on last year. The final ACT repayment of £0.9m, arising out of the foreign income dividend regime, was received in October 1999. The acquisitions that were made in 1998 all performed well in the first full year of operations although the Franki business was affected by the losses in Indonesia. An impairment review of the goodwill arising from these acquisitions resulted in no change to the existing amortisation policy. No acquisition of any size was made in 1999 although, as a result of our due diligence process, a potential acquisition was aborted in mid year. During the year cash payments of £550,000 were made in relation to deferred purchase considerations in respect of acquisitions undertaken in prior years. Compliance with the UK financial reporting standards numbers 12 and 13 which were followed for the first time have had no material effect on the Group's reporting this year. The net asset base of the Group increased by some 15% to £51.9m over the last year despite a negative impact of currency movement of £0.9m. With no gearing and available headroom on unutilised banking facilities, the Group is in a good position to make further acquisitions in 2000 and beyond. J R Atkinson Finance director 8 March 2000 Consolidated Profit and Loss account For the year ended 31 December 1999 1999 1998 Continuing Continuing operations operations Total Total £000 £000 Turnover 314,899 266,854 Operating costs (295,513) (249,811) Operating profit 19,386 17,043 Net interest payable (345) (341) Profit on ordinary activities before taxation 19,041 16,702 Taxation (6,749) (5,870) Profit on ordinary activities after taxation 12,292 10,832 Equity minority interests (112) (354) Profit for the financial year 12,180 10,478 Dividends paid and proposed (4,428) (4,021) Retained profit for the financial year 7,752 6,457 Earnings per share 21.5p 18.6p Diluted earnings per share 21.4p 18.5p There is no difference between the profit on ordinary activities before taxation and the retained profit for the financial year stated above, and their historical cost equivalents. Consolidated Statement of Total Recognised Gains and Losses for the year ended 31 December 1999 1999 1998 £000 £000 Profit for the financial year 12,180 10,478 Currency translation differences on overseas investments (1,039) 1,129 Tax effect of currency translation differences 113 102 Total recognised gains and losses relating to the year 11,254 11,709 Consolidated Balance Sheet As at 31 December 1999 1999 1998 £000 £000 Fixed assets Positive goodwill 1,613 1,594 Negative goodwill (314) (419) 1,299 1,175 Other intangible assets 305 331 Intangible assets 1,604 1,506 Tangible assets 43,688 42,839 Investments - - 45,292 44,345 Current assets Stocks 6,149 5,929 Debtors 73,400 67,298 Cash at bank and in hand 16,965 14,131 96,514 87,358 Creditors: amounts falling due within one year (72,668) (66,971) Net current assets 23,846 20,387 Total assets less current liabilities 69,138 64,732 Creditors: amounts falling due after more than one year (11,451) (13,740) Provision for liabilities and charges (5,744) (5,958) Net assets 51,943 45,034 Capital and reserves Called up share capital 5,677 5,664 Share premium account 14,508 14,388 Capital redemption reserve 7,629 7,629 Profit and loss account 23,230 16,404 Equity shareholders' funds 51,044 44,085 Equity minority interests 899 949 51,943 45,034 Consolidated Cash Flow Statement For the year ended 31 December 1999 1999 1999 1998 1998 £000 £000 £000 £000 Net cash inflow from operating activities 27,402 22,676 Returns on investment and servicing of finance Interest received 619 820 Interest paid (991) (889) Interest element of finance lease rental payments (108) (154) Finance costs of new bank loans - (48) Payments to minority interests (243) (11) (723) (282) Taxation UK corporation tax paid (679) (967) Overseas tax paid (6,473) (4,279) (7,152) (5,246) Capital expenditure Purchase of intangible fixed assets (38) (342) Purchase of tangible fixed assets (8,861) (5,996) Sale of tangible fixed assets 621 776 (8,278) (5,562) Acquisitions and disposals Acquisition of subsidiary undertakings (725) (7,091) Net cash acquired with subsidiary undertakings - 933 (725) (6,158) Equity dividends paid (4,166) (3,767) Net cash inflow before use of liquid resources and financing 6,358 1,661 Management of liquid resources Repayments from/(payments into) short term bank deposits 642 (1,428) Financing Issue of new shares 133 658 New bank loans drawn 3,935 5,972 Repayment of bank loans and loan notes (7,101) (3,035) Sale and lease back transactions - 1,031 Capital element of finance lease rental payments (339) (510) Net cash (outflow) / inflow from financing (3,372) 4,116 Increase in cash in the year 3,628 4,349 Notes to the accounts 1. Geographical analysis Turnover, operating profit and net assets may be analysed by geographical segment as follows: 1999 1998 Continuing Continuing operations operations Total Total £000 £000 Turnover United Kingdom 82,301 67,674 The Americas 107,410 98,563 Continental Europe and overseas 104,382 88,361 Australia 20,806 12,256 314,899 266,854 Operating profit United Kingdom 2,934 3,492 The Americas 12,042 9,716 Continental Europe and overseas 5,503 4,056 Australia 705 896 Unallocated central costs (1,798) (1,117) 19,386 17,043 Net interest payable (345) (341) 19,041 16,702 Net assets United Kingdom 6,138 4,836 The Americas 22,857 22,319 Continental Europe and Overseas 13,352 15,261 Australia 4,332 3,266 46,679 45,682 Net funds / (debt) 5,264 (648) 51,943 45,034 In the opinion of the directors: (i) the Group does not operate in more than one class of business as defined by SSAP 25; (ii) it is not deemed appropriate to analyse net funds / (debt) and interest thereon by geographical segment, and (iii) turnover by destination is not materially different from turnover by origin. 2. Taxation The taxation charge comprises: 1999 1998 £000 £000 UK corporation tax at 30.25% (1998:31%) 747 2,938 Double Tax relief (163) (1,912) Overseas tax 6,190 5,179 Deferred tax 231 (675) (Over)/under provisions in respect of prior years (256) 340 6,749 5,870 3. Dividends paid and proposed 1999 1998 Ordinary dividends on equity shares £000 £000 Interim paid 1,476 1,330 Final proposed 2,952 2,691 4,428 4,021 An interim ordinary dividend of 2.6p (1998: foreign income dividend 2.35p) per share was paid on 29 October 1999. The final proposed ordinary dividend of 5.2p (1998: 4.75p) per share will be paid on 31 May 2000. 4. Earnings per share Earnings per share is calculated as follows: 1999 1999 1998 1998 Basic Diluted Basic Diluted Profit after tax and minority interests £12,180,000 £12,180,000 £10,478,000 £10,478,000 No. of shares No. of shares No. of shares No. of shares Weighted average of ordinary shares in issue during the year 56,664,581 56,664,581 56,359,063 56,359,063 Add: Weighted average of shares under option during the year - 257,414 - 640,937 Add: Weighted average of own shares held - 78,005 - - Subtract: Number of shares assumed issued at fair value during the year - (100,676) - (318,129) Adjusted weighted average ordinary shares in issue 56,664,581 56,899,324 56,359,063 56,681,871 pence pence pence pence Earnings per share 21.5 21.4 18.6 18.5 5. Foreign Currencies Balance sheet items in foreign currencies are translated into Sterling at closing rates of exchange at the balance sheet date. However, if amounts receivable and payable in foreign currencies are covered by a forward contract, the contract rate of exchange is used for translation. Profit and loss accounts and cash flows of overseas subsidiary undertakings are translated into Sterling at average rates for the year. Exchange differences arising from the retranslation of opening net assets and profit and loss accounts at closing rates of exchange are dealt with as movements on reserves. All other exchange differences are charged to the profit and loss account. The exchange rates used in respect of principal currencies are: 1999 1998 US Dollar: Average for year 1.62 1.66 US Dollar: Year end 1.61 1.66 Australian Dollar: Average for year/period 2.51 2.71 Australian Dollar: Year End 2.46 2.71 Euro: Average for year 1.52 1.49 Euro: Year End 1.61 1.42 6. Basis of preparation The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 1998 or 1999 but is derived from those accounts. Statutory accounts for 1998 have been delivered to the Registrar of Companies and those for 1999 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts: their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. Accounts will be posted to shareholders on 31 March 2000. The Annual General Meeting will be held on 11 May 2000.

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