Interim Results

Keller Group PLC 24 August 2000 Keller Group - Interim Results KELLER ANNOUNCES INTERIM OPERATING PROFITS OF £6.5M Keller Group plc, ('Keller' / 'Group'), the global construction services group, announces interim results for the half-year ended 30 June 2000. Highlights: * Operating profits maintained at £6.5m (1999: £6.5m) * Earnings per share up 4% to 7.2p (1999: 6.9p) * Interim dividend up 10% to 2.85p (1999: 2.6p) * Excellent performance in Continental Europe & Overseas * UK margins less than expected; solid recovery anticipated in second half * Positive contribution from Allied Mechanical Services, acquired in March 2000 * Good US result nearly matching last year's exceptional performance * Two recent US acquisitions will contribute to Group profits by the year-end * Strong balance sheet with low gearing. Keller Chairman, Dr J.M. West commented: 'Strong organic growth in Continental Europe, outside Germany, plus another good performance from our US operations, where margins were maintained, produced a good result for Keller in the first half of 2000. 'The Group has maintained its progressive dividend policy with the directors declaring an interim dividend of 2.85p per share representing an increase of 10% over last year. With earnings per share increasing to 7.2p, dividend cover is a healthy 2.5 times. 'The Group order book is in line with that at the same time last year. Our strong performance in Continental Europe, allied with an increase in activity in the US and an improving performance in the UK, suggests that prospects for the full year remain satisfactory.' For more information: Tom Dobson, Chief Executive Keller Group 020 8341 6424 Justin Atkinson, Finance Director Keller Group 020 8341 6424 Stephanie Highett/Nick Lambert GCI Financial 020 7398 0800 Chairman's Statement Financial Results Keller Group produced a good result in the six months to 30 June 2000 with operating profit maintained at £6.5m (1999: £6.5m), on sales of £147.1m (1999: £151.2m). These results were achieved through strong organic growth in Continental Europe, outside Germany, plus another good performance from our US operations, where margins were maintained. The results do, however, also reflect a downturn during this period in some of our markets, notably Australia, and emphasise the exceptionally strong first half in our US operations in 1999. There is a marginal adverse effect from currency movements in the results with the strength of the US Dollar largely offsetting the weakness of the Euro. The Group has maintained its progressive dividend policy with the directors declaring an interim dividend of 2.85p per share (1999: 2.6p), representing an increase of 10% over last year. This will be paid on 31 October 2000 to shareholders on the register at close of business on 6 October 2000. With earnings per share increasing to 7.2p (1999: 6.9p), dividend cover is a healthy 2.5 times. Even after allowing for the effects of the acquisition of two businesses in the period, gearing at 30 June 2000 was low at 11% (1999: 3%). Gearing increased to 19% following the acquisition of TCDI in July 2000. Market Leadership Keller continues to develop a market leading position in a growing number of Continental European markets. During the first half, this was enhanced by a strong performance from our operations in France, supplemented by the successful entry into the Italian market, and also by the winning of further work in Spain which will be completed in the second half of the year. This growth, along with progress in Poland, confirms our commitment to ensuring that we maintain our position as the major foundation services group in Continental Europe. Our strong presence in the UK refurbishment market was enhanced by the acquisition in March of Allied Mechanical Services (AMS), which provides mechanical and electrical services in the Southeast of England and which will complement the work of Makers in this growing market segment. In the US, our very strong national coverage was further enhanced when we announced the purchase of two regional businesses, Foundation Services in North Carolina, completed in June, and TCDI in Chicago, completed in July. These acquisitions are in line with our strategy of buying local businesses that either widen our geographical presence, thereby bringing us closer to our clients, or offer complementary services to our existing operations. The Americas The results for North America in the period were again good but, owing to the exceptionally strong performance in the first half of 1999, our results in the US for 2000 have shown a marginal decline with the majority of the shortfall arising in Hayward Baker. While the overall market remains strong, the level of competitive pressure has increased, particularly on large jobs, and it was this sector that gave rise to the shortfall. Hayward Baker nevertheless successfully completed a $6m project at Mount Storm in West Virginia and other major projects include ground improvement for a major retail facility in California and the commencement of a similar project for the new Orlando Convention Centre in Florida. Volumes in Case Foundation were generally in line with last year and resulted in a good performance with significant contracts completed in Chicago, Newark Airport, New Jersey and Long Park Dam in Utah. Case Atlantic continues to benefit from opportunities arising from the TEA 21 programme which provides funds for the upgrading of infrastructure. Continental Europe and Overseas The performance of our Continental Europe and Overseas Division was very good, particularly given the widely acknowledged difficulties being experienced industry-wide in the German domestic market. Although our operations have felt the impact of these conditions, it is pleasing to report that we still managed to outperform the competition. Outside Germany, excellent results were produced in Austria, France and Italy while good progress was made in establishing our businesses in Poland and Spain. Our French company, through its network of six regional offices, completed a large number of small to medium sized contracts within France and in addition is undertaking the prestigious piling contract for Expo 2002 in Switzerland. In Italy, we completed a major ground improvement contract for a new papermill near Turin whilst, in Germany, emergency work relating to mining sinkholes at Bochum and a fast track Soilcrete project for a microchip plant in Dresden produced substantial volumes of work. Key projects undertaken by our Overseas Division in the six months include a large stone column contract for a processing plant in the Philippines and piling works for a major gas terminal in Port Said, Egypt. United Kingdom As announced in last year's annual report, we have taken steps to reposition our UK ground engineering and foundation business into areas of activity that offer higher margins. This reorganisation has produced the desired result with this business producing profit in the first half. The business is now well placed to participate in the work arising out of the government's recently announced plans on infrastructure spending. Notable projects performed in the period include a return visit to Caister for a further jet grouting contract and a variety of medium sized ground improvement contracts in Scotland. In piling, we achieved a significant improvement in our margins for work at Canary Wharf and also in our driven pile contracts at Belvedere and Greenhithe. In the concrete repair and refurbishment sector, sales continued to grow and although margins in the first half were less than expected, overall market conditions remain favourable and we anticipate a solid recovery in margins during the second half. Makers continue to work at both Heathrow and Gatwick airports under the term contract with BAA while, in the London Borough of Waltham Forest, we have been awarded the contract for the refurbishment of two tower blocks. AMS, acquired at the end of March, has traded well in its three months within the Group and, following its integration, will enhance our capability in the growing refurbishment market. Australia The completion of the construction programme in the build-up to the Olympic Games, coupled with the introduction of a new sales tax and interest rate rises, has led to a slowdown across the sector, as construction projects across Australia have been put on hold. As a result, our Franki operations showed a substantial reduction in volumes but nonetheless achieved a break-even profit performance. Costs have been cut and the business will now be better placed to participate in the market up-turn that is expected after the Olympic Games. Prospects and Strategy The Group order book is in line with that at the same time last year. Our strong performance in Continental Europe, allied with an anticipated increase in activity in the US and an improving performance in the UK, suggests that prospects for the full year remain satisfactory. In the year to date Keller has completed three bolt-on acquisitions in line with our stated strategy and, in addition to the pursuance of further such acquisitions, Keller continues to seek opportunities to enhance the growth potential of the Group. Consolidated profit and loss account for the half year ended 30 June 2000 Continuing Continuing operations Half year Half year Year to operations acquisitions to 30 June to 30 June 31 December 2000 2000 2000 1999 1999 Note £'000 £'000 £'000 £'000 £'000 Turnover from continuing operations 3 145,285 1,817 147,102 151,150 314,899 Operating costs (139,023) (1,611) (140,634) (144,607) (295,513) Operating profit from continuing operations 3 6,262 206 6,468 6,543 19,386 Net interest payable (194) (192) (345) Profit on ordinary activities before taxation 6,274 6,351 19,041 Taxation 4 (2,294) (2,347) (6,749) Profit on ordinary activities after taxation 3,980 4,004 12,292 Equity minority interests 80 (68) (112) Profit for the period 4,060 3,936 12,180 Dividends proposed 5 (1,619) (1,476) (4,428) Retained profit for the period 2,441 2,460 7,752 Earnings per share 6 7.2p 6.9p 21.5p Diluted earnings per share 6 7.1p 6.9p 21.4p Dividend per share 5 2.85p 2.6p 7.8p Consolidated statement of total recognised gains and losses for the half year ended 30 June 2000 Half year to Half year to Year to 30 June 2000 30 June 1999 31 December 1999 £'000 £'000 £'000 Profit for the period 4,060 3,936 12,180 Currency translation differences on overseas investments 1,781 (153) (1,039) Tax effect of currency translation differences (46) - 113 Total recognised gains and losses 5,795 3,783 11,254 Consolidated balance sheet as at 30 June 2000 As at As at As at 30 June 2000 30 June 1999 31 December 1999 £'000 £'000 £'000 Fixed assets Positive goodwill 7,804 1,554 1,613 Negative goodwill (262) (367) (314) 7,542 1,187 1,299 Other intangible assets 295 300 305 Intangible assets 7,837 1,487 1,604 Tangible assets 48,553 43,913 43,688 Investments - 239 - 56,390 45,639 45,292 Current assets Stocks 6,312 5,800 6,149 Debtors 83,211 77,909 73,400 Cash at bank and in hand 15,065 14,113 16,965 104,588 97,822 96,514 Creditors: amounts falling due within one year (77,871) (77,110) (72,668) Net current assets 26,717 20,712 23,846 Total assets less current liabilities 83,107 66,351 69,138 Creditors: amounts falling due after more than one year (20,997) (13,169) (11,451) Provisions for liabilities and charges (6,233) (5,750) (5,744) Net assets 55,877 47,432 51,943 Capital and reserves Called up share capital 5,681 5,676 5,677 Share premium account 14,545 14,499 14,508 Capital redemption reserve 7,629 7,629 7,629 Profit and loss account 27,406 18,711 23,230 Equity shareholders' funds 55,261 46,515 51,044 Equity minority interests 616 917 899 55,877 47,432 51,943 Consolidated cash flow statement for the half year ended 30 June 2000 Half year to Half year to Year to 30 June 2000 30 June 1999 31 December 1999 £'000 £'000 £'000 Net cash inflow from operating activities 7,079 11,005 27,402 Returns on investment and servicing of finance (475) (352) (723) Taxation (2,101) (2,845) (7,152) Capital expenditure (5,155) (4,600) (8,278) Acquisition and disposals (3,108) (904) (725) Equity dividends paid (2,954) (2,691) (4,166) Net cash (outflow)/inflow before use of liquid resources and financing (6,714) (387) 6,358 Management of liquid resources 2,360 1,468 642 Financing 4,534 (1,147) (3,372) Increase/(decrease) in cash in the period 180 (66) 3,628 Exchange differences on cash balances 170 9 (579) (Decrease) in short term deposits (2,390) (1,514) (642) (Increase)/decrease in bank loans (5,412) 745 3,315 (Increase) in loan notes (3,919) (267) (149) Decrease in finance leases 45 152 339 (Increase)/decrease in net (debt)/funds (11,326) (941) 5,912 Opening net funds/(debt) 5,264 (648) (648) Closing net (debt)/funds (6,062) (1,589) 5,264 Analysis of closing net (debt)/funds Cash in hand 11,383 8,689 10,893 Bank overdrafts (384) (1,668) (244) Net cash 10,999 7,021 10,649 Short term bank deposits 3,682 5,424 6,072 Bank loans (11,831) (8,180) (6,419) Loan notes (7,115) (3,314) (3,196) Finance leases (1,797) (2,540) (1,842) Closing net (debt)/funds (6,062) (1,589) 5,264 Notes to the interim report: 1. Basis of preparation This interim report, which is unaudited, was approved by the board of directors on 23 August 2000 and has been prepared following the accounting policies set out in the Group's 1999 Annual Report and Accounts. The figures for the year to 31 December 1999 have been extracted from the 1999 Annual Report and Accounts which received an unqualified auditors' report and which has been filed with the Registrar of Companies. 2. Exchange rates The exchange rates used in respect of principal currencies are Half year to Half year to Year to 30 June 2000 30 June 1999 31 December 1999 Euro: average for period 1.63 1.49 1.52 period end 1.58 1.54 1.61 US Dollar: average for period 1.57 1.62 1.62 period end 1.51 1.58 1.61 Australian Dollar:average for period 2.57 2.51 2.51 period end 2.52 2.35 2.46 3. Geographical analysis Turnover and operating profit may be analysed as follows: Continuing Continuing operations Half year Half year Year to operations acquisitions to 30 June to 30 June 31 December 2000 2000 2000 1999 1999 £'000 £'000 £'000 £'000 £'000 Turnover from continuing operations United Kingdom 43,612 1,817 45,429 42,472 82,301 The Americas 47,512 - 47,512 51,851 107,410 Continental Europe and overseas 47,163 - 47,163 47,698 104,382 Australia 6,998 - 6,998 9,129 20,806 145,285 1,817 147,102 151,150 314,899 Operating profit from continuing operations United Kingdom 1,113 206 1,319 1,523 2,934 The Americas 3,150 - 3,150 3,477 12,042 Continental Europe and overseas 2,709 - 2,709 1,838 5,503 Australia 16 - 16 359 705 Unallocated central costs (726) - (726) (654) (1,798) 6,262 206 6,468 6,543 19,386 4. Taxation Taxation based on the profit on ordinary activities is: Half year to Half year to Year to 30 June 2000 30 June 1999 31 December 1999 £'000 £'000 £'000 UK corporation tax at 30% (1999:30.25%) 283 462 584 Overseas tax 1,691 1,766 6,190 Deferred tax 224 159 231 Under/(over) provisions in respect of prior periods 96 (40) (256) 2,294 2,347 6,749 5. Dividends proposed Ordinary dividends on equity shares 1,619 1,476 4,428 The interim ordinary dividend of 2.85p per share (1999: 2.6p) will be paid on 31 October 2000 to shareholders on the register at close of business on 6 October 2000. 6. Earnings per share Earnings per share is calculated as follows: 2000 1999 Basic Diluted Basic Diluted Profit after tax and minority interests £4,060,000 £4,060,000 £3,936,000 £3,936,000 No of shares No of shares Weighted average of ordinary shares in issue 56,561,720 56,561,720 56,662,569 56,662,569 Weighted average of ordinary shares under option - 196,873 - 337,431 Weighted average of own shares held - 236,407 - - Number of shares assumed issued (at fair value) - (86,631) - (122,833) Adjusted weighted average of ordinary shares in issue 56,561,720 56,908,369 56,662,569 56,877,167 Earnings per share 7.2p 7.1p 6.9p 6.9p 7. Reconciliation of movement in shareholders' funds As at As at As at 30 June 2000 30 June 1999 31 December 1999 £'000 £'000 £'000 Profit for the period 4,060 3,936 12,180 Dividends (1,619) (1,476) (4,428) Exchange differences net of taxation 1,735 (153) (926) Issue of new shares* 41 123 133 Net addition to shareholders' funds 4,217 2,430 6,959 Shareholders' funds at start of period 51,044 44,085 44,085 Shareholders' funds at end of period 55,261 46,515 51,044 * Shares include share premium 8. Purchase of subsidiary undertakings and businesses On 16 March 2000 the Group acquired 100% of the ordinary share capital of Allied Mechanical Services Limited for a total maximum consideration, including expenses, of £5,277,000, of which £967,000 was paid in cash, £100,000 in 5% cumulative redeemable preference shares in an intermediate holding company, £2,700,000 in loan notes with deferred purchase consideration of up to £1,400,000 to be paid in the form of loan notes. The fair value of the assets acquired was £123,000, giving rise to goodwill of £5,154,000. On 5 June 2000 the Group acquired substantially all of the assets of US based, Foundation Services Inc., for a cash consideration of £2,381,000. The goodwill arising on this transaction amounted to £772,000.

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