Final Results

Mears Group PLC 3 April 2002 MEARS GROUP PLC - FINAL RESULTS Mears Group PLC today announced its preliminary results for the year ended 31 December 2001. Chairman's Statement I am pleased to announce record profits for the year ended 31st December 2001. Profits before tax were up 30% at £2,508,398 (2000 £1,928,479) on turnover of £68,579,597. In 2000 turnover reached £70,680,186 but included discontinued activities. Earnings per share, after an actual tax charge and the amortisation of goodwill, increased to 4.00p. The tax charge in both 2001 and 2000 was reduced as a result of the tax losses from the Haydon acquisition. Had a full tax charge been applied in 2000 and 2001, the earnings per share on this basis increased by 25%. The Board recommends a final dividend of 0.6p per ordinary share making a total dividend for the year of 0.8p (2000 0.65p). The final dividend is payable on 1 July 2002, to shareholders on the share register on 7 June 2002. Trading Review The Group had an excellent year with trading conditions buoyant. The current initiatives from Central Government to improve the general condition of the social housing stock on a national basis, provides outstanding opportunities for growth. Within the last six months the Group has been awarded its two largest ever contracts from Welwyn Hatfield Council and the Richmond Housing Partnership, demonstrating the size and nature of the opportunities currently available in the public sector. Both these contracts adopt a partnership approach where the Group enjoy long term contracts, for eight years at Welwyn and ten years at Richmond, and are as a direct result of the Best Value legislation. The order book is currently in excess of £260 million and the Group continues to be seen as a preferred partner in each of its principal markets. Of particular note again, is the successful management of cash, generating a positive net inflow of funds in the year of £2,121,101 (2000 £303,785). Strong cash management continues to be fundamental to the ethos upon which the Group has been built to date. Operational Structure Each subsidiary company is headed by an experienced operational Managing Director. Centralised administration provides accounting services and business development, human resources and health and safety support for each subsidiary. Public Sector Services The majority of the Group's business continues to be in the provision of a range of maintenance services in the social housing sector on a national basis. The sector provides the Group with long term contracts with local authorities, registered social landlords and housing associations. A recent Audit Commission report indicates that £4.8 billion is to be spent in the current year on local authority houses, with Central Government making available an additional £856 million for additional capital improvements. The Group is the largest provider of such services in the public sector and the outlook for our primary business has never been stronger. Mechanical and Electrical Services The business operates as Haydon and Company Limited, in the housing, education and healthcare sectors providing primarily fast track mechanical and electrical fit-out services to private sector customers. The business enjoys excellent relationships with its customers, the majority of whom have dealt with Haydon over many years. The business has become profitable since acquisition by the Group in 1999 and provides a significant contribution to the Group. Motor Vehicle Distribution United Fleet Distribution ('UFD') was acquired by the Group in September 1998 and provides vehicle collection and delivery services to the commercial sector with trade plated drivers who, typically, collect individual vehicles at the end of their lease period and deliver the vehicles into the retail or vehicle auction markets. UFD, which holds some of the largest contracts in the UK for these services, has performed excellently in the year. The business is looking to expand its activities significantly in the current year. Again, this business is the market leader for trade plated drivers in the U.K. Facility Management In September 2001 the Group formed Mears Facility Management Limited with a former senior manager of Interserve PLC. I welcome Paul Taylor into the Group and can confirm that this business has already been awarded a number of contracts. I look forward to bringing you news of further contract awards in the future. Strategy The Group continues to operate a success based, reward environment with bonus and incentive arrangements in place for tradesmen, administrators and all levels of management. Every person in the Group is encouraged to contribute towards a better and more cost effective way of working, with initiatives in place to stop waste and encourage social responsibility. The initiative of a discreet telephone help line for employees to voice any concerns has been highly successful and helped to eradicate potential problems. Our Human Resources department continues to support the business at all levels and has recently implemented a company-wide management development programme. A recent in-house conference brought together the top 60 managers from all parts of the Group to improve their general awareness of human resources issues. Again the Group has successfully retained both the Investor in People and the ISO9002 Quality Management System awards. The attention to detail at the time of the induction of the tradesmen is an important factor in contributing to another successful year. The Group intends to broaden the range of services provided. It is likely that these additional services will arise as a result of both acquisitions and start up companies. We are currently in discussions with a number of individuals who wish to join the Group. Typically these individuals are currently employed within the facility services sector and are looking to build a business in which they can participate in equity ownership and I hope to bring news of such initiatives in the future. The Board continues to consider a number of acquisition opportunities but will only acquire where it believes that the incoming management team are equally committed to building a long term business model. During the year the Group was recognised for a number of awards. These awards are a reflection of the tremendous hard work that has been undertaken to build our business to date. The basic foundations of profitable growth with positive cash flow are ingrained within each and every manager of the Group. The Board remains optimistic about the future with both a record order book and significant opportunities in the public and private sectors and is mindful of the tremendous support received from the Group's customers and suppliers. I look forward to being able to report another excellent year of progress in twelve months time and totally commend the commitment of staff at all levels. R Holt Chairman 2 April 2002 Consolidated Profit and Loss Account For the year ended 31 December 2001 2001 2001 2000 2000 Note £ £ £ £ Turnover 2 Continuing operations 68,579,597 66,944,602 Discontinued operations - 3,735,584 -------------- -------------- 68,579,597 70,680,186 Cost of sales (51,638,639) (55,108,694) --------------- --------------- Gross profit Continuing operations 16,940,958 15,837,505 Discontinued operations - (266,013) -------------- -------------- 16,940,958 15,571,492 Administrative expenses (14,362,652) (14,897,151) Exceptional item - 1,558,356 Operating profit Continuing operations 2,578,306 2,232,697 Discontinued operations - - -------------- -------------- 2,578,306 2,232,697 Net interest (69,908) (304,218) --------------- --------------- Profit on ordinary activities before taxation 2 2,508,398 1,928,479 Tax on profit on ordinary activities 3 (378,500) (139,654) --------------- --------------- Profit on ordinary activities after taxation 2,129,898 1,788,825 Equity minority interests 10,157 (6,749) --------------- --------------- Profit for the financial year 2,140,055 1,782,076 Dividends 4 (444,131) (345,448) --------------- --------------- Profit retained 1,695,924 1,436,628 --------------- --------------- Earnings per share Basic 5 4.00p 3.50p Basic - normalised 5 3.30p 2.64p Diluted 5 3.61p 3.20p Diluted - normalised 5 2.98p 2.41p There were no recognised gains or losses other than the profit for the financial year. Consolidated Balance Sheet At 31 December 2001 2001 2001 2000 2000 £ £ £ £ Fixed assets Intangible assets 2,243,136 2,193,119 Tangible assets 1,360,633 1,060,302 Investments 55,677 55,677 --------------- -------------- 3,659,446 3,309,098 Current assets Stocks 1,232,170 1,737,153 Debtors 15,739,056 16,192,676 Cash at bank and in hand 4,576,203 3,596,623 --------------- --------------- 21,547,429 21,526,452 Creditors: amounts falling due within one year (18,194,870) (19,406,859) --------------- --------------- Net current assets 3,352,559 2,119,593 --------------- -------------- Total assets less current liabilities 7,012,005 5,428,691 Creditors: amounts falling due after more than one year - (400,000) Provisions for liabilities and charges - (6,500) --------------- -------------- 7,012,005 5,022,191 --------------- -------------- Capital and reserves Called up share capital 537,352 525,152 Share premium account 2,397,851 2,163,151 Other reserve - (249,898) Profit and loss account 4,059,730 2,613,704 --------------- -------------- Equity shareholders' funds 6,994,933 5,052,109 Equity minority interests 17,072 (29,918) --------------- -------------- 7,012,005 5,022,191 --------------- -------------- The financial statements were approved by the Board of Directors on 2 April 2002. R Holt D J Robertson Director Director Consolidated Cash Flow Statement For the year ended 31 December 2001 2001 2000 Note £ £ Net cash inflow from operating activities 6 4,288,850 2,483,465 Returns on investments and servicing of finance Interest received 3,112 2,237 Interest paid (76,617) (323,816) Finance lease and hire purchase interest paid - (459) ---------------- --------------- Net cash outflow from returns on investments and servicing of (73,505) (322,038) finance ---------------- ---------------- Taxation paid (104,912) (266,635) Capital expenditure Purchase of tangible fixed assets (665,169) (405,817) Sale of tangible fixed assets 38,373 67,392 Purchase of investment - (55,658) ---------------- ---------------- Net cash outflow from capital expenditure (626,796) (394,083) ---------------- ---------------- Acquisitions Purchase of subsidiary undertakings - (771,110) Net cash acquired with subsidiary undertakings - - ---------------- ---------------- Net cash outflow from acquisitions - (771,110) ---------------- ---------------- Equity dividends paid (373,771) (287,455) Financing Issue of shares 111,275 81,597 Repayment of borrowings 7 (1,100,040) (200,000) Capital element of finance leases and hire purchase rentals 7 - (19,956) ---------------- ---------------- Net cash outflow from financing (988,765) (138,359) ---------------- --------------- Increase in cash 7 2,121,101 303,785 ---------------- --------------- Notes to the Accounts For the year ended 31 December 2001 1. Basis of preparation The financial information set out in the announcement does not constitute the Company's statutory accounts for the years ended 31 December 2001 or 2000. The financial information for the year ended 31 December 2000 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237(2) or (3) Companies Act 1985. The statutory accounts for the year ended 31 December 2001 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting. 2. Segmental analysis Turnover and profit on ordinary activities before taxation are attributable to the following activities carried out entirely within the UK. Turnover Profit before taxation Net assets 2001 2000 2001 2000 2001 2000 £ £ £ £ £ £ Maintenance, mechanical and electrical services: Continuing 59,775,925 59,695,251 1,914,434 1,526,436 5,925,985 4,355,135 Discontinued - 3,735,584 - - - - Motor 8,803,672 7,249,351 593,964 402,043 1,086,020 667,056 vehicle ------------- ------------- ------------ ------------ ------------ ------------ distribution 68,579,597 70,680,186 2,508,398 1,928,479 7,012,005 5,022,191 ------------- ------------- ------------ ------------ ------------ ------------ 3. Tax on profit on ordinary activities The tax charge represents: 2001 2000 £ £ United Kingdom corporation tax at 15.9% (2000: 7.3%) 405,000 150,000 Adjustments in respect of prior years - deferred tax (6,500) - - corporation tax (20,000) (10,346) -------------- --------------- 378,500 139,654 -------------- --------------- 4. Dividends 2001 2000 £ £ Ordinary shares - interim dividend of 0.20p (2000: 0.15p) per share paid 106,720 78,397 - proposed final dividend of 0.60p (2000: 0.50p) per share 337,411 267,051 --------------- -------------- 444,131 345,448 --------------- -------------- 5. Earnings per share Basic earnings per share is based on equity earnings of £2,140,055 (2000: £1,782,076) and 53,538,267 (2000: 50,962,979) ordinary shares at 1p each, being the average number of shares in issue during the year. For diluted earnings per share the average number of shares in issue is increased to 59,232,325 (2000: 55,731,166) to reflect the potential diluting effect of employee share schemes. The earnings have been affected by the utilisation of tax losses in 2001 generated by Haydon and Company Limited in 1999 and 2000, and the write-back of negative goodwill in both those years. A full tax earnings per share, shown as normalised, is disclosed in order to show true performance undistorted by these effects. The normalised earnings per share is based on equity earnings, subject to a notional corporation tax charge of 30% (2000: 30%), of £1,766,036 (2000: £1,343,186). Basic Diluted 2001 2000 2001 2000 p p p p Earnings per share 4.00 3.50 3.61 3.20 Effect of full tax adjustment (0.70) (0.86) (0.63) (0.79) ------------- ------------- ----------- ------------- Normalised earnings per share 3.30 2.64 2.98 2.41 ------------- ------------- ------------ -------------- 6. Net cash inflow from operating activities 2001 2000 £ £ Operating profit 2,578,306 2,232,697 Depreciation and amortisation/(write-back) of goodwill 451,398 (1,128,370) Profit on disposal of fixed assets (2,178) (11,406) Decrease in stocks 504,983 1,544,984 Decrease in debtors 473,620 2,132,631 Increase/(decrease) in creditors 282,721 (2,287,071) ----------------- ------------------ Net cash inflow from operating activities 4,288,850 2,483,465 ----------------- ------------------ 7. Reconciliation of net cash flow to movement in net funds/(debt) 2001 2000 £ £ Increase in cash in the year 2,121,101 303,785 Cash outflow from financing 1,100,040 200,000 Cash outflow from finance leases and hire purchase contracts - 19,956 ------------------ ---------------- Change in net debt resulting from cash flows 3,221,141 523,741 Net debt at 1 January 2001 (608,394) (1,132,135) ------------------ ---------------- Net funds/(debt) at 31 December 2001 2,612,747 (608,394) ------------------ ---------------- 8. Analysis of changes in net funds/(debt) At Cash Flow At 1 January 2001 31 December 2001 £ £ £ Cash at bank and in hand 3,596,623 979,580 4,576,203 Overdrafts (3,104,977) 1,141,521 (1,963,456) ---------------------- ------------------- ------------------- 491,646 2,121,101 2,612,747 Debt (1,100,040) 1,100,040 - Finance leases and hire purchase contracts - - - ---------------------- -------------------- ------------------- (608,394) 3,221,141 2,612,747 ----------------------- --------------------- -------------------- 9. Calendar i. The proposed final dividend will be paid on 1 July 2002 to shareholders on the register on 7 June 2002 (ex-dividend date 5 June 2002). ii. The Annual Report will be posted to shareholders on 30 April 2002 and will be available from the registered office at Salter Street, Berkeley, Gloucestershire, GL13 9DB. iii. The Annual General Meeting will be held on 29 May 2002 at the offices of Old Mutual Securities, Old Mutual Place, 2 Lambeth Hill, London, EC4 4GG. iv. This preliminary announcement of results for the year ended 31 December 2001 was approved by the Directors on 2 April 2002. End This information is provided by RNS The company news service from the London Stock Exchange

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