Interim Results - Replacement

Keller Group PLC 22 August 2002 22 August 2002 Keller Group plc Interim results - replacement The issuer has made the following amendment to the Interim Results announcement released on 22 August at 07:00 under RNS No. 2681A. Within the detailed consolidated profit and loss account the figure for earnings per share before amortisation of goodwill for the half year to 30 June 2002 should read 12.8p, and not 12.9p as previously stated. All other details remain unchanged. The full corrected version is shown below. 22 August 2002 Keller Group plc Interim Results for the Six Months Ended 30 June 2002 Keller Group plc ('Keller' or 'the Group'), the global construction services group, reports an excellent set of results for the first half of 2002, further underlining the Group's strong business fundamentals and its ability to generate sustainable growth. • Turnover increased by 32% to £250.5 million • Profit before tax* up 41% to £12.0 million • Earnings per share* increased 38% to 12.8p • Strong operating cash flow and interest cover • Operating margins increased to 5.5% • Interim dividend raised 5% to 3.3p (2001: 3.15p) * before goodwill amortisation Tom Dobson, Keller Chief Executive said: 'These results continue to reflect the Group's inherent strength and highlight our ability to create and exploit growth opportunities. 'The order book at the end of July, on a like-for-like basis, was some 13% ahead of the previous year's exceptional level, demonstrating good organic growth. Tender levels remain strong. In light of our current trading and the opportunities facing the Group, we are confident that the results for the full year will be good.' Enquiries: Tom Dobson Chief Executive, Keller 020 7950 2800 Justin Atkinson Finance Director, Keller 020 7950 2800 Reg Hoare Weber Shandwick Square Mile 020 7950 2800 Laurence Read Weber Shandwick Square Mile 020 7950 2800 A briefing for analysts will be held at 9.15 for 9.30 am on 22 August 2002 at the offices of Weber Shandwick Square Mile, Aldermary House, 15 Queen Street, London, EC4N 1TX. Financial Overview I am pleased to report another excellent set of results for the first half of 2002, with operating margins up from 4.7% in 2001 to 5.5%. Group sales were up 32% at £250.5m (2001: £189.2m), with profit before tax and goodwill amortisation up 41% at £12.0m (2001: £8.5m). Earnings per share before goodwill amortisation increased to 12.8p (2001: 9.3p), representing growth of 38%. Operating cash flow at £18.3m (2001: £7.8m) was well in excess of operating profit and reflects good management of working capital. The Group's EBITDA net interest cover remained comfortable at almost 10 times on a pro forma, rolling 12-month basis. Dividend In light of this strong performance, the directors have declared an interim dividend of 3.3p per share (2001: 3.15p), representing an increase of 5%. This will be paid on 31 October 2002 to shareholders on the register at 4 October 2002. This increase is in line with our policy of reinvesting our strong cash flow into the continued growth of the Group, whilst at the same time maintaining a healthy dividend cover and seeking to reward shareholders with above inflation increases. Management Changes Managing the next chapter of our growth, which we shall drive both organically and through acquisition, will require dedicated leadership. In recognition of this, Bob Rubright, who has been President of our North American foundations operations since 1995, will now head all of our highly successful international Foundation Services businesses. In addition, we have recruited Rob Ewen to lead the next stage of development of our Specialist Services businesses, which now account for 30% of our turnover and which continue to gain momentum. Refocusing the Group around these two distinct profit streams, led by extremely capable individuals, will enhance our ability to focus on strengthening our global leadership in Foundation Services while expanding our range of Specialist Services. Foundation Services The results of Foundation Services were excellent, with sales of £173.8m, (2001: £162.2m) and operating profit before amortisation of goodwill of £10.6m (2001: £9.1m), respectively some 7% and 16% ahead of the previous year. North America The markets served by our North American foundations businesses have remained robust. Case Foundation, our large diameter caisson business based in Chicago, had a particularly strong first half with good performances from all divisions. Noteworthy jobs completed in the period included the foundations for a new convention centre at Grand Rapids, Michigan and caisson work for the Gallery Place development in Washington DC. In the south, Case Atlantic continued work on the Cooper River Bridge in Charleston, South Carolina. This good performance in Case contributed to an improvement in margins in our North American foundations businesses from 7.4% to 8.1%. In common with prior periods, Hayward Baker's sales were characterised by a large volume of small to medium sized jobs across the United States. However, sales also included work on a $23m jet grouting project at Wickiup Dam in Oregon, which is due to complete late this year, some six months ahead of schedule. The contribution of those businesses acquired by Hayward Baker over the past two years was particularly encouraging and demonstrates the success of its business model. Continental Europe & Overseas Our Continental Europe & Overseas business had a very good first half with sales some 23% ahead of the previous year, while margins improved slightly to 5%. Despite the continuing slow down in the German construction industry, our operation in Germany further improved its share of the market with sales growing by 7% and margins holding steady. This good result was underpinned by strong performance in our niche markets of soilfrac, vibro systems and compaction grouting. For example, the latter system was chosen for a remedial contract at the site of a new major retail store in Dortmund, where uneven settlements of the floor slab necessitated ground treatment. Last year's strong performance in France continued through the first half of 2002, including a major foundation contract in the Rhone-Alp region for a new bottled water storage facility. Towards the end of the period, our Austrian business improved, while production in the Czech Republic and Slovakia remained steady. In line with its strategy of taking Keller technologies to new territories, the business acquired a 51% stake in Geotechnik, a regional ground treatment specialist contractor in Croatia, enabling Keller to increase its penetration in the Balkans. Our Overseas business saw good growth, with the Far East operations benefiting from several large vibro contracts for land reclamation projects, including two sand compaction contracts in Singapore with a combined value of €27.8m, both of which are progressing well. We also saw some improvement in market conditions in the Middle East with good performances from our operations in Dubai and Saudi Arabia. In May, Keller's first stone column project in India got underway involving ground improvement work to reduce the risk of soil liquefaction in earthquake prone Gujarat. UK Market conditions in the UK foundations sector remained stable, with the housing sector continuing to be strong and the commercial and infrastructure sectors running at similar levels to last year. While volumes were some 6% down on the same period last year, margins improved from 1.9% to 3.1%, reflecting our strategy of concentrating on our higher margin products. Major contracts undertaken during the period included a ground improvement project for a new power station at Spalding in Lincolnshire and vibro stone columns for a new school in Dalkeith. In May, we were awarded a £7.2m large diameter piling contract for a section of the Channel Tunnel Rail Link, a project which will gain momentum during the second half of 2002. In the housing sector we have provided package schemes to some of the UK's leading house builders, where we have combined systems such as piling, vibro and earth retention to offer economic solutions to difficult foundation problems. We welcome the news of increased government spending on health, education, housing and infrastructure, which should inject some additional impetus into the construction market. Australia Following a sluggish start to the year, activity improved through the period. The largest contract carried out in the first six months was the Victoria Towers project in Melbourne, where Franki drove pre-cast, concrete piles to support the structure. Work was also completed on the Eureka project in Melbourne, where we worked in joint venture with Vibropile to complete this difficult bored pile contract. Whilst small, our Indonesian subsidiary performed very well during the period, undertaking a variety of small jobs to support mainly commercial developments. Since the end of the half year, we have bought out the local management's 15% minority interest in our Australian subsidiary, Keller Australia, for AU$0.9m (£0.3m). This gives Keller the full benefit of future value creation. In addition, we have acquired the assets of Vibro-pile (Aust) Pty Limited (' Vibropile'), the Melbourne-based foundation drilling contractor, for a cash consideration of AU$5.3m (£1.9m). This acquisition will consolidate our position as foundations market leader in Australia and its products will complement the excellent range of services already offered by our Australian business. Vibropile has been a much respected competitor with whom we have enjoyed good co-operation over a number of years and we are delighted that their drilling skills and expertise will now be available within Keller. Specialist Services Specialist Services returned a good set of results, with sales of £76.7m and an operating profit before amortisation of goodwill of £4.4m. A full first half contribution from Suncoast is included in the results for the first time. Suncoast The integration of Suncoast, which we acquired on 1 October 2001, is progressing well. As planned, we strengthened the management team and installed new processes and procedures to ensure that the business infrastructure has the capacity and strength to support its future growth. The business adapted well to these changes and we are encouraged by Suncoast's performance in the first half. Sales in the slab on grade market remained strong, buoyed by the residential market, which held up well during the first half. This is particularly true of the Southern States from which Suncoast derives the vast majority of its sales. Progress was also achieved in entering new markets such as Arizona and California, with the Northern California market, in particular, presenting opportunities for growth. As expected, there was some weakness in high rise activity during the period. This is being addressed by an additional sales drive in Atlanta, Denver and Chicago, where we are using existing Group resources to nurture new opportunities. Margins achieved were in line with our expectations at the time of the acquisition and, with new control systems, we see opportunities for improvement in the future. Makers After a year of consolidation for Makers in 2001, in which we strengthened the core business systems to create a firm platform for growth, the first half of 2002 started to show the fruits of that investment, with a 13% increase in turnover and an improvement in margins. The strong performance was reflected across all Makers' business units, but was particularly marked in the social housing sector. The growing tendency for local authorities to embrace partnering agreements plays to Makers' strengths, having an established culture of teamwork and customer focus. The success of the current partnering arrangements with the City of Westminster and others, for social housing refurbishment, is expected to spawn significant growth opportunities as increasing numbers of local authorities adopt partnering practices. The move into reactive maintenance, through the Makers Haywards joint venture which was announced in February and began operations in June of this year, has got off to a good start. We continue to foster our relationship with BAA for the repair of car parks and to see other partnership opportunities in this market. During the first half of this year we completed our first new build car park project at Amersham, where our experience in repair and maintenance was utilised to build an efficient car park design. Since the period end, we have acquired Accrete Limited, a specialist concrete repair business providing a national service to the UK water industry, for an initial cash consideration of £3.0m and deferred consideration of up to £0.9m. The acquisition will enhance the position of the Makers utilities division as a major partnering contractor in the water sector. Strategy We now have a management structure that is aligned with our strategic objective: to further develop our global leadership in our core foundations business and expand the range of specialist products and services we offer to the built environment. To meet this objective, we shall continue to pursue organic growth in our Foundation Services businesses while taking advantage of acquisition opportunities when they arise and where they offer earnings enhancement and growth. In the Specialist Services sector we shall continue to invest in the growth of Makers and Suncoast and, at the same time, continue to seek acquisition opportunities to broaden our offering of technical services and products. Outlook The order book at the end of July, on a like-for-like basis, was some 13% ahead of the previous year's exceptional level, demonstrating good organic growth. Tender levels remain strong. In light of our current trading and the opportunities facing the Group, we are confident that the results for the full year will be good. Dr J.M.West Chairman 22 August 2002 Consolidated profit and loss account for the half year ended 30 June 2002 Half year to Half year to Year to 30 June 30 June 31 December 2002 2001 2001 Note £'000 £'000 £'000 ------------ ------------ ------------ Turnover from continuing operations 3 250,494 189,204 422,248 Operating costs (238,235) (180,525) (398,070) ------------ ------------ ------------ Operating profit before amortisation of goodwill 13,826 8,977 25,429 Amortisation of goodwill (1,567) (298) (1,251) ------------ ------------ ------------ Operating profit from continuing operations 3 12,259 8,679 24,178 Net interest payable (1,822) (464) (1,785) ------------ ------------ ------------ Profit on ordinary activities before taxation 10,437 8,215 22,393 Taxation 4 (4,118) (3,168) (8,684) ------------ ------------ ------------ Profit on ordinary activities after taxation 6,319 5,047 13,709 Equity minority interests (256) (92) (342) ------------ ------------ ------------ Profit for the period 6,063 4,955 13,367 Dividends proposed and paid 5 (1,970) (1,790) (5,401) ------------ ------------ ------------ Retained profit for the period 4,093 3,165 7,966 ------------ ------------ ------------ Earnings per share 6 10.2p 8.8p 23.6p Earnings per share before amortisation of goodwill 12.8p 9.3p 25.8p Diluted earnings per share 6 10.1p 8.7p 23.4p Diluted earnings per share before amortisation of goodwill 12.7p 9.2p 25.6p Dividend per share 5 3.3p 3.15p 9.2p ------------ ------------ ------------ Consolidated statement of total recognised gains and losses for the half year ended 30 June 2002 Year to Half year to Half year to 31 December 30 June 2002 30 June 2001 2001 £'000 £'000 £'000 ------------ ------------ ------------ Profit for the period 6,063 4,955 13,367 Currency translation differences on overseas investments 311 1,010 (555) ------------ ------------ ------------ Total recognised gains and losses 6,374 5,965 12,812 ------------ ------------ ------------ Consolidated balance sheet as at 30 June 2002 As at As at As at 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 ------------ ------------ ------------ Fixed assets Positive goodwill 58,467 12,160 60,752 Negative goodwill (53) (157) (105) ------------ ------------ ------------ 58,414 12,003 60,647 Other intangible assets 337 417 372 ------------ ------------ ------------ Intangible assets 58,751 12,420 61,019 Tangible assets 61,626 52,625 59,277 Investments 1,379 - - ------------ ------------ ------------ 121,756 65,045 120,296 ------------ ------------ ------------ Current assets Stocks 12,141 6,541 12,466 Debtors 124,814 105,900 120,318 Cash at bank and in hand 7,875 8,720 12,209 ------------ ------------ ------------ 144,830 121,161 144,993 Creditors: amounts falling due within one year (129,838) (103,530) (129,143) ------------ ------------ ------------ Net current assets 14,992 17,631 15,850 ------------ ------------ ------------ Total assets less current liabilities 136,748 82,676 136,146 Creditors: amounts falling due after more than one year (51,878) (14,718) (56,825) Provisions for liabilities and charges (6,814) (6,081) (6,046) ------------ ------------ ------------ Net assets 78,056 61,877 73,275 ------------ ------------ ------------ Capital and reserves Called up share capital 5,974 5,683 5,968 Share premium account 22,266 14,558 22,202 Capital redemption reserve 7,629 7,629 7,629 Profit and loss account 40,876 33,236 36,472 ------------ ------------ ------------ Equity shareholders' funds 7 76,745 61,106 72,271 Equity minority interests 1,311 771 1,004 ------------ ------------ ------------ 78,056 61,877 73,275 ------------ ------------ ------------ Consolidated cash flow statement for the half year ended 30 June 2002 Half year to Half year to Year to 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 ------------ ------------ ------------ Net cash inflow from operating activities 18,331 7,788 32,187 Returns on investment and servicing of finance (2,171) (536) (3,301) Taxation (5,817) (3,392) (8,237) Capital expenditure (6,319) (4,914) (10,234) Acquisitions and disposals (591) (548) (67,330) Equity dividends paid (3,611) (3,210) (5,000) ------------ ------------ ------------ Net cash outflow before use of liquid resources and financing (178) (4,812) (61,915) Management of liquid resources 633 2,176 947 Financing (6,641) (2,230) 52,181 ------------ ------------ ------------ Decrease in cash in the period (6,186) (4,866) (8,787) ------------ ------------ ------------ Exchange differences on cash balances - 10 (30) Decrease in short term deposits (691) (2,182) (947) Decrease/(increase) in bank loans 6,043 1,670 (43,427) Decrease in loan notes 2,776 57 170 (Increase)/decrease in finance leases (169) 82 (570) ------------ ------------ ------------ Decrease/(increase) in net debt 1,773 (5,229) (53,591) Opening net debt (63,202) (9,611) (9,611) ------------ ------------ ------------ Closing net debt (61,429) (14,840) (63,202) ------------ ------------ ------------ Analysis of closing net debt Cash in hand 6,460 7,798 10,103 Bank overdrafts (11,768) (2,991) (9,225) ------------ ------------ ------------ Net (overdraft)/cash (5,308) 4,807 878 Short term bank deposits 1,415 922 2,106 Bank loans (50,951) (11,936) (56,994) Loan notes (4,122) (7,011) (6,898) Finance leases (2,463) (1,622) (2,294) ------------ ------------ ------------ Closing net debt (61,429) (14,840) (63,202) ------------ ------------ ------------ Notes to the interim report: 1. Basis of preparation This interim report, which is unaudited, was approved by the board of directors on 21 August 2002 and has been prepared following the accounting policies set out in the Group's 2001 Annual Report and Accounts. The figures for the year to 31 December 2001 have been extracted from the 2001 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 30 June 31 December 2002 2001 2001 ------------ ------------ ------------ Euro: average for period 1.61 1.60 1.61 period end 1.55 1.66 1.64 US Dollar: average for period 1.45 1.44 1.44 period end 1.53 1.41 1.45 Australian Dollar: average for period 2.70 2.76 2.79 period end 2.72 2.77 2.84 ------------ ------------ ------------ 3. Segmental analysis Turnover and operating profit may be analysed as follows: Half year to Half year to Year to 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 ------------ ------------ ------------ Turnover from continuing operations Class of business Foundations 173,839 162,174 347,826 Specialist services 76,655 27,030 74,422 ------------ ------------ ------------ 250,494 189,204 422,248 ------------ ------------ ------------ Geographical origin United Kingdom 50,228 48,128 100,130 The Americas 127,505 81,187 188,761 Continental Europe and overseas 64,014 52,159 115,008 Australia 8,747 7,730 18,349 ------------ ------------ ------------ 250,494 189,204 422,248 ------------ ------------ ------------ Operating profit from continuing operations Class of business Foundations 10,412 8,897 23,216 Specialist services 3,021 681 2,762 ------------ ------------ ------------ 13,433 9,578 25,978 ------------ ------------ ------------ Geographical origin United Kingdom 1,627 1,074 3,167 The Americas 8,424 5,848 16,344 Continental Europe and overseas 3,147 2,426 5,820 Australia 235 230 647 ------------ ------------ ------------ 13,433 9,578 25,978 Unallocated central costs (1,174) (899) (1,800) ------------ ------------ ------------ 12,259 8,679 24,178 ------------ ------------ ------------ 4. Taxation Taxation based on the profit on ordinary activities is: Half year to Half year to Year to 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 ------------ ------------ ------------ UK corporation tax at 30% (2001:30%) 87 227 411 Overseas tax 3,923 4,570 9,286 Deferred tax 85 (1,685) (1,049) Under provisions in respect of prior periods 23 56 36 ------------ ------------ ------------ 4,118 3,168 8,684 ------------ ------------ ------------ 5. Dividends proposed and paid ------------ ------------ ------------ Ordinary dividends on equity shares 1,970 1,790 4,829 ------------ ------------ ------------ The interim ordinary dividend of 3.3p per share (2001: 3.15p) will be paid on 31 October 2002 to shareholders on the register at 4 October 2002. 6. Earnings per share Earnings per share is calculated as follows: 2002 2001 Basic Diluted Basic Diluted ---------- ---------- ---------- ---------- Profit after tax and minority interests (earnings) £6,063,000 £6,063,000 £4,955,000 £4,955,000 ------------- ------------- ------------- ------------- Earnings before amortisation of goodwill £7,630,000 £7,630,000 £5,253,000 £5,253,000 ------------- ------------- ------------- ------------- No of shares No of shares ----------------------- ---------------------- Weighted average of ordinary shares in issue 59,456,908 59,456,908 56,499,561 56,499,561 Weighted average of ordinary shares under option - 734,550 - 282,630 Weighted average of own shares held - 242,596 - 318,000 Number of shares assumed issued (at fair value) - (544,322) - (210,857) ------------- ------------- ------------- ------------- Adjusted weighted average of ordinary shares in issue 59,456,908 59,889,732 56,499,561 56,889,334 ------------- ------------- ------------- ------------- Earnings per share 10.2p 10.1p 8.8p 8.7p ------------- ------------- ------------- ------------- Earnings per share before amortisation of goodwill 12.8p 12.7p 9.3p 9.2p ------------- ------------- ------------- ------------- 7. Reconciliation of movement in shareholders' funds As at As at As at 30 June 30 June 31 December 2002 2001 2001 £'000 £'000 £'000 ------------ ------------ ------------ Profit for the period 6,063 4,955 13,367 Dividends (1,970) (1,790) (5,401) Exchange differences 311 1,010 (555) Issue of new shares* 70 15 7,944 ------------ ------------ ------------ Net addition to shareholders' funds 4,474 4,190 15,355 Shareholders' funds at start of period ------------ ------------ ------------ As previously reported 72,271 57,997 57,997 Prior year adjustment (see note 8) - (1,081) (1,081) ------------ ------------ ------------ As restated 72,271 56,916 56,916 ------------ ------------ ------------ Shareholders' funds at end of period 76,745 61,106 72,271 * Shares include share premium ------------ ------------ ------------ 8. Prior year adjustment - deferred tax The Group implemented FRS 19 - Deferred Tax during 2001. The change required provision for taxation in respect of all timing differences. This represented a change in accounting policy and therefore resulted in a prior year adjustment. The charge to reserves brought forward at 31 December 2000 amounted to £1,081,000. 9. Post balance sheet events Since the balance sheet date the Group has bought out the 15% minority interest in its Australian subsidiary, Keller Australia, for £0.3m. Keller Australia has purchased the assets of Vibro-pile (Aust) Pty Ltd for a cash consideration of £1.9m. Makers UK Ltd has purchased Accrete Limited for an initial cash consideration of £3m and deferred consideration of up to £0.9m. This information is provided by RNS The company news service from the London Stock Exchange

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