Final Results
Montpellier Group PLC
11 December 2001
MONTPELLIER GROUP PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 30 SEPTEMBER 2001
Montpellier Group Plc, the Construction, Property and Investment group,
announces its preliminary results for the year ended 30 September 2001.
SUMMARY
* Profit before tax £3.5m (2000: £2.0m)
* Earnings per share 5.2p (2000: 1.9p)
* Net Asset Value per share 38.8p (2000: 32.2p)
* Dividend of 1.0p per Ordinary Share (2000: nil)
* Year end net cash balance £12.2m (2000: £9.1m)
Commenting on the results, Cedric Scroggs, Chairman of Montpellier, said:
'I am very pleased to announce the results for the year ended 30 September
2001, showing the Group's continued excellent progress.
The strong financial position now permits the Group to pursue further
Investment and Property opportunities.
I remain confident of the prospects for 2002 evidenced by the payment of a
dividend for the first time since 1994'.
Enquiries:
Paul Sellars, Managing Director, Montpellier Group plc, Tel: 020 7522 3200
CHAIRMAN'S STATEMENT
Results for 2000/2001
I am very pleased to announce the results for the year ended 30 September
2001, showing the Group's continued excellent progress.
Profit before tax for the year is £3.5m (2000: £2.0m) on turnover of £311.9m
(2000: £202.1m).
Earnings per share for the year were 5.2p (2000: 1.9p) and the net asset value
per share has risen to 38.8p from 32.2p in 2000. Year-end net cash balances
were £12.2m (2000: £9.lm).
In view of these results, the Board is recommending a final dividend of 1.0p
per ordinary share (2000: nil).
Construction Division
The Construction Division continued to trade successfully in the year. The
businesses acquired in the past twelve months have been well integrated into
the Division and each is making its contribution to Group profits. The
forward order book stands at £277 million (2000: £195 million).
Property Division
Under the Cheltenham Land name the property division has made a useful
contribution to the Group cashflow through the management and disposal of
several significant properties. Further acquisitions and joint ventures
during the year underpin the future profitability of this division.
Investment Division
This has been an active year. The Group has sold its shares in Gleeson plc
and Stoves plc at significant profits and, as well as the acquisitions
mentioned below, currently has four key investments in the shares of public
companies, respectively Cape plc (29.9%), Bullough plc (29.8%), Quadrant Group
plc (7.76%) and Lonhro Africa plc (4.38%). In addition it has several small
holdings in other quoted companies.
Acquisitions
The agreed cash bid for the building contracting division of Allen plc
(Allenbuild) was completed on 8 June 2001. Allenbuild's turnover for the year
ended 2 April 2001 was £156m and it is pleasing to report that since
acquisition it has contributed both profits and cash to the Group. Net assets
acquired were £3.5m for which a consideration of £1.0m was paid.
On 17 August 2001 the Group announced a cash offer to acquire all the share
capital of VHE plc, and this was approved at the EGM, held on 14 September
2001. The core activity of VHE is in the environmental field of land
remediation, and turnover of £47.9m was reported for the year ended 31 March
2001. The Group now owns 64.9% of the VHE ordinary shares in issue, and its
offer for the outstanding shares closes on 14 December 2001. Your directors
believe this acquisition is fully in line with the Group's strategy of
acquiring further specialist construction businesses.
Final Dividend
The Group's two major objectives of eliminating excess debt and building a
base for profitable growth are now substantially achieved. In recognition of
this progress, your Board recommends that a final dividend of 1.0p per
ordinary share should be paid to shareholders on the register on 1 February
2002, payable on 4 March 2002. Shareholders have shown patience for many
years of financial difficulties, and I am delighted to restore the Group to
the dividend list.
YJL Pension Fund
As reported last year, the YJL final salary pension scheme was closed to new
entrants. After further assessment of the overall liabilities and assets of
this scheme, your directors decided this year to close the scheme altogether
and to transfer all active members, other than those retiring within the next
five years, to a new money purchase scheme. The market conditions which led
to this decision have been much reported in the media in recent months, and
the Group is but one among many UK companies to take such action.
The Group Board
Both in the Annual Report for 2000 and in the Interim Statement for 2001, I
mentioned your Board's intention to appoint an additional non-executive
director and a director of group finance in due course. While an active
search has been pursued, these appointments have not yet been made, but they
remain important objectives for the current small Board of directors.
Shareholders
At the Extraordinary General Meeting of 7 March 2001 your Board was again
authorised to buy-in just under 15% of the Group's shares in issue. The
directors hold the view that it is in the best interests of existing
shareholders to continue this buy-back policy. Accordingly shareholder
approval will again be sought at the AGM to continue the buy-back programme in
2002.
Employees
On behalf of your Board I extend sincere thanks to all Montpellier Group
employees for their hard work and enthusiasm, which plays such a vital part in
converting strategies into business realities.
The Future
With a Construction Division forward order book of £277m (2000: £195m), and
sound demand in most business sectors, prospects for 2002 seem good. Your
Board's strategy of expanding this major division both by organic growth and
by acquisition is producing positive results. Considerable operational
autonomy is vested in the boards of subsidiary companies, co-ordinated by
strong Divisional guidance, and following clear policies in financial control,
health and safety and human resources. Individual companies are encouraged
and supported in developing their specific market sector positions, their
marketing identities, and competitive technical skills.
From this historic foundation, the Group also seeks to use its growing
expertise in the property and investment sectors by carefully targeted
acquisitions. This strategy of active management is already producing
results, and will in time develop enhanced profitability and promote the
growth of the Group asset base.
The strong financial position now permits the Group to pursue further
Investment and Property opportunities. I remain confident of the prospects
for 2002 evidenced by the payment of a dividend for the first time since 1994.
Cedric Scroggs
Chairman
GROUP PROFIT AND LOSS ACCOUNT
for the year ended 30 September
Notes 2001 2000
£000 £000
Turnover: Group and share of joint ventures 311,917 202,089
Less share of joint ventures' turnover - continuing
operations (2,156) (6,840)
Continuing operations 245,672 187,773
- Acquisitions 52,279 -
297,951 187,773
Discontinued operations 11,810 7,467
Group turnover 1 309,761 195,249
Cost of sales (282,219) (176,637)
Gross profit 27,542 18,612
Administrative expenses (25,331) (16,619)
Other operating income 557 -
Group operating profit 2,768 1,993
Income from joint ventures - 313
Continuing operations 2,885 2,209
- Acquisitions 1,059 803
3,944 3,012
Discontinued operations (1,176) (706)
Total operating profit including share of joint
ventures 2,768 2,306
Profit on sale of properties 637 485
Loss on disposal of discontinued operations (101) (414)
Profit on ordinary activities before interest 3,304 2,377
Interest receivable 781 740
Interest payable (551) (1,086)
Profit on ordinary activities before taxation 3,534 2,031
Taxation credit/(payable) on ordinary activities 3 38 (563)
Profit for the financial year before minority
interests 3,572 1,468
Minority interests (41) -
Profit for the financial year 3,531 1,468
Dividends (609) -
Retained profit for the financial year 2,922 1,468
Basic and diluted earnings per ordinary share 4 5.2p 1.9p
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the year ended 30 September
2001 2000
£000 £000
Profit for the year excluding share of income from joint ventures 3,531 1,155
Share of income from joint ventures - 313
Exchange movements in reserves 384 2,000
Total gains recognised since last annual report 3,915 3,468
The realisation in the year of property revaluation gains of previous years
amounted to £1,045,000 (2000: £229,000). There are no other material
differences between the profit as reported and on an unmodified historical
cost basis.
GROUP BALANCE SHEET
for the year ended 30 September
2001 2001 2000 2000
£000 £000 £000 £000
Fixed assets
Intangible assets
Goodwill 2,018 770
Negative goodwill (946) -
1,072 770
Tangible assets 10,342 7,810
Investments 30 1,006
Investments in joint ventures:
Loans to joint venture 1,448 9,194
Share of gross assets 20,877 21,045
Share of gross liabilities (15,881) (14,866)
6,444 15,373
17,888 24,959
Current assets
Stocks and work in progress 25,730 10,932
Debtors: due after more than one year 2,594 2,480
due within one year 88,185 37,051
Current asset investments 3,285 3,152
Cash at bank and in hand 18,268 15,829
138,062 69,444
Creditors: amounts falling due in less
than one year (129,450) (70,491)
Net current assets / (liabilities) 8,612 (1,047)
Total assets less current liabilities 26,500 23,912
Creditors: amounts falling due after
more than one year
Long-term debt (390) (531)
Other creditors (860) (272)
(1,250) (803)
Net assets 25,250 23,109
Capital and reserves
Share capital 6,089 7,167
Share premium account 1,066 1,066
Revaluation reserve 73 1,119
Capital reserve 1,846 807
Profit and loss account 14,571 12,950
Total shareholders' funds 23,645 23,109
Equity minority interests 1,605 -
Capital employed 25,250 23,109
GROUP STATEMENT OF CASH FLOW
for the year ended 30 September 2001
2001 2000
£000 £000
Net cash inflow from operating activities 1,388 9,115
Returns on investments and servicing of finance
Interest received 739 740
Interest paid (551) (231)
Finance costs in relation to restructuring - (855)
188 (346)
Taxation
Corporation tax paid (1,003) -
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (1,701) (1,550)
Proceeds on sale of tangible fixed assets 3,202 2,496
Acquisition of own shares (2,730) (907)
Investments in and movements on loans to joint ventures 1,769 2,768
540 2,807
Acquisitions and disposals
Payments to acquire subsidiary undertakings (5,652) (14,048)
Cash acquired on acquisition of subsidiaries 12,838 3,771
Receipt from sale of business 11 8,573
7,197 (1,704)
Cash inflow before use of liquid resources and financing 8,310 9,872
Management of liquid resources
Sale/(purchase) of liquid resources 2,258 (5,495)
Financing
Movement in short term borrowings (5,568) -
Movement in long term borrowings 225 (5,107)
Finance lease payments (143) -
(5,486) (5,107)
Increase / (decrease) in cash during the year 5,082 (730)
Cashflow statement and workings
for the year ended 30 September 2001
2001 2000
£000 £000
Operating profit 2,768 2,306
Depreciation 1,037 661
Net amortisation of goodwill 920 70
Exchange gains (7) (700)
Income from joint ventures - (313)
(Increase) / decrease in stocks and work in progress (12,172) 5,677
Decrease in joint venture investments 7,251 -
Increase in current asset investments (836) (3,152)
Profit on sale of fixed assets (171) -
Decrease in operating debtors and prepayments 670 4,978
Increase / (decrease) in creditors and accruals 984 (412)
Exchange difference on joint ventures (92) -
Other non-cash movements 1,036 -
Net cash inflow from operating activities 1,388 9,115
NOTES:
1. Segmental analysis
External turnover is analysed as follows:
2001 2000
£000 £000
Construction 242,927 175,910
UK Developments 1,677 7,634
USA Developments 3,224 11,069
Turnover: group and share of joint ventures' turnover 247,828 194,613
Less: share of USA joint ventures' turnover 2,156 6,840
Continuing operations 245,672 187,773
Acquisitions (see note below) 52,279 -
Continuing operations 297,951 187,773
Discontinued operations 11,810 7,476
External turnover 309,761 195,249
Turnover from acquisitions in 2001 is as follows:
Acquisition Turnover
date £000
Allenbuild 8 June 2001 49,851
VHE Holdings plc 14 Sep 2001 2,428
52,279
Discontinued operations in 2001 relate to the business of BB&EA Limited which
was deemed disposed of on 5 September 2001, and W F Knight Limited which was
disposed of on 31 December 2000.
The Directors have not disclosed segmental information relating to profits /
losses and net assets since they are of the opinion that to comply fully with
the requirements of SSAP25 'Segmental Reporting' would be seriously
prejudicial to the interests of the Company.
As permitted by Section 230 of the Companies Act 1985, the Company has not
presented its own Profit and Loss account.
2. Exceptional items
2001 2000
Exceptional items are as follows: £000 £000
Charged to operating profit:
Costs of redundancies in acquired businesses - 682
Costs incurred in implementing the Group's reorganisation,
including compensation for loss of office paid to former Directors - 1,093
- 1,775
Charged / (credited) after operating profit:
Loss on disposal of discontinued operations 101 414
Profit on sale of properties (637) (485)
(536) (71)
Charged to interest payable and similar charges:
Finance costs relating to financial restructuring - 855
Total exceptional items (536) 2,559
Due to the tax losses available for relief, the impact of tax upon the
above exceptional items is not considered material.
3. Taxation on profit on ordinary activities
2001 2000
£000 £000
The charge for the year is made up as follows:
Corporation tax: - current year (66) 268
- prior year 28 295
(38) 563
UK corporation tax is calculated at 30 per cent. (2000: 30 per cent.) of the
result for the year as adjusted for tax purposes.
The actual rate is lower than the statutory rate due principally to the use of
tax losses brought forward from previous years.
4. Earnings per Ordinary Share
The earnings per ordinary share based upon the profit of the Group of £
3,531,000 (2000: £1,468,000) divided by 67,602,684 (2000: 76,071,669), being
the weighted average number of ordinary shares in issue during the year.
A number of the share option schemes outstanding during the period were below
the average fair value of the Company's shares, hence the options have a
dilutive effect on the Earnings per Ordinary Share calculation.
5. Reconciliation of net cash flow to movement in net funds
2001 2000
£000 £000
Increase / (decrease) in cash during the year 5,082 (730)
Movement in borrowings 5,486 5,107
Movement in liquid resources (2,258) 5,495
Changes in debt arising from cash flows 8,310 9,872
Borrowings acquired with subsidiaries (7,664) (3,929)
Borrowings disposed with subsidiaries 3,029 -
Finance leases acquired with subsidiaries (774) (217)
Exchange movements (385) 1,048
Movement in net debt during the year 2,516 6,774
Opening net funds 8,865 2,091
Closing net funds 11,381 8,865
The financial information set out above does not constitute statutory accounts
as defined in section 240 of the Companies Act 1985. These preliminary
results and the accounts for the year ended 30 September 2001 are subject to
final audit and accordingly have not been reported on by the auditors or
delivered to the Registrar of Companies. The comparative financial
information is based upon the statutory accounts for the financial year ended
30 September 2000. Those accounts, upon which the auditors have given an
unqualified opinion, have been delivered to the Registrar of Companies.
Statutory accounts for the year ended 30 September 2001 will be delivered to
the Registrar in due course.
6. Further copies of this announcement can be obtained from the Company's
registered office at 39 Cornhill, London EC3V 3NU.