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.
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