Interim Results
Montpellier Group PLC
30 June 2005
Montpellier Group Plc
('Montpellier' or the 'Group')
Interim Results for the six months ended 31 March 2005
Montpellier, the UK construction business, today announces further progress in
its recovery with strong trading in all its businesses and a 31% increase in its
forward order book.
Highlights
• Turnover of £225m (2004: £212m)
• Profit after tax and exceptional items of £147,000 (2004: loss of
£19.53m as restated)
• Earnings per share of 0.25p (2004: loss per share of 31.82p as
restated)
• Forward order book of £582m (2004: £444m)
• Appointment of Group Chief Executive
• Discussions with management of Bullock Construction regarding possible
sale
Roy Harrison, Executive Chairman, said:
'I am pleased to report another period of good progress in the Group's recovery.
Trading in all of our businesses has been strong, with our chosen market
sectors buoyant and offering significant growth opportunities. This has resulted
in a much improved order book of £582m.'
'The Board is confident that the actions it has taken, and continues to take,
will restore the Group's financial position by the year end, providing a stable
platform for the future.'
30 June 2005
Enquiries:
Montpellier Group Plc Tel: 020 7522 3200
Roy Harrison, Executive Chairman
Sandy McArthur, Group Financial Controller
College Hill Tel: 020 7457 2020
Matthew Gregorowski
Mark Garraway
MONTPELLIER GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report another period of good progress in the Group's recovery.
The Group has benefited from its strategy of focusing on its three chosen market
sectors - Social Housing, Remediation and Building in Partnership - areas in
which the Group's businesses have core contracting skills, good market share and
strong regional and national brands. Each of these markets is buoyant and offers
significant growth opportunities.
During the period we continued to encounter problems in the finalisation of
certain legacy contract settlements. At the interim stage last year, we
announced contract exposures which led to considerable provisions being made at
the half year, the majority of which were retained at the year end. The Board
has continued to review all its contracts on a regular basis and has decided to
provide an additional £1.9 million at this half year in respect of identified
legacy contract exposures. The Board will continue to keep these legacy issues
under close review. Despite these, the Group was still profitable for the
period.
In December, following the reorganisation of Allenbuild through the autumn of
last year, we announced a number of actions which would reduce the Group's
exposure to higher risk, lower margin businesses. As part of these actions, we
subsequently closed down YJL Construction and reallocated its ongoing contracts
to our Walter Lilly business, which is now successfully managing these out. Our
approach of phasing out exposure to high risk, low margin business areas and the
control mechanisms which are in place across the Group are resulting in a much
reduced risk profile going forward.
The Board anticipates that the total exceptional cost for the year, related to
all the Group's reorganisations and restructuring, will be in the region of £6
million.
Results and Dividend
Turnover for the six months to 31 March was £225 million (2004: £212 million)
and profit after tax and exceptional items was £147,000 (2004: operating loss of
£19.53 million as restated). Earnings per share were 0.25p (2004: loss per share
of 31.82p as restated).
The Board is not recommending the payment of a dividend.
Approach for Bullock Construction
As reported on 24 May, the Board received an approach by the management of
Bullock Construction, the Group's principal social housing business, for a
potential management buy out. The Board has received expressions of interest
from a number of third parties and has subsequently decided to progress
discussions with management, which may or may not lead to an agreement for the
sale of the business to them.
The Board recognises that a sale of Bullock would provide the Group with the
scope to deal comfortably with all legacy contract and property valuation
issues, significantly improve the Group's balance sheet and provide cash to
support the development of the Group's remaining core businesses. These
businesses have good strength and depth of management and have considerable
capacity for growth. The strengthened balance sheet would also provide greater
financial leverage for the Group and greater security for the members of its
closed pension scheme.
Appointment of Group Chief Executive
As previously announced, Brian May was appointed Group Chief Executive on 20
June. Brian has extensive experience in the construction industry, previously as
Chief Executive of HBG Construction and Laing Construction respectively, and
having spent most of his career at Tarmac Construction and John Mowlem, latterly
as Managing Director of Mowlem's Building Division.
The Board welcomes Brian to the Group, and has every confidence that with his
extensive industry knowledge and experience the business will now take maximum
advantage of the strong markets available to the Group under his leadership. I
will remain as Executive Chairman for such a period of time to facilitate an
effective handover of the day to day running of the business, after which time I
will revert to a non-executive role.
Operational Review
Remediation
Through VHE Construction the Group provides a number of specialist remediation
services across the UK. VHE itself deals with brownfield land reclamation,
principally of former industrial sites to enable development and includes soil
and waste treatment services. Shepley Engineers focuses on nuclear
decommissioning, and the refurbishment and rebuilding of wrought and cast iron
historical structures.
All of VHE's specialist services are in high demand, underpinned by the
Government's commitment to the development of brownfield land and to maintenance
and decommissioning of UK nuclear assets, a long-term multi-billion pound
commitment by the Nuclear Decommissioning Authority. Shepley Engineers is
retained at BNFL's nuclear site at Sellafield for the next two years and
currently has orders of £33 million.
VHE carry out remediation projects throughout the UK, currently for such clients
as the Welsh Development Agency at Abercwmboi in South Wales, and for RWE Thames
Water in Reading. The Division's order book at 31 March was £55 million, 60% up
on the same period last year, with orders of six to twelve months average
duration.
Building in Partnership
The Division consists of a number of regional construction businesses -
Allenbuild, Britannia, YJL London and Walter Lilly - each of which operates in
niche market sectors and benefits from strong regional brands. All of these
businesses are taking advantage of good growth opportunities and, following the
reorganisation of Allenbuild, are all winning new work through partnering
agreements with key clients in both the public and private sectors.
Walter Lilly has won two significant contracts in London to refurbish the
Caledonian Club and extend the Jodrell Laboratory at the Royal Botanical Gardens
in Kew; Allenbuild has won two major contracts to build custodial centres in
Preston and Lancashire for Lancashire Constabulary; and as framework contractor
for Tesco, Britannia Construction has recently been awarded four further major
contracts to extend and refurbish stores in Swindon, Midsomer Norton, Worcester
and New Milton.
The combined order book of the Group's Building companies at the end of the half
year was £203 million (2004: £272 million). This is a reduction on the previous
year, reflecting the closure of YJL Construction, and Allenbuild's more measured
approach to winning new work.
Social Housing
Through its Bullock Construction and Allenbuild subsidiaries, the Group provides
new build and refurbishment services to the social housing sector in partnership
with Housing Associations and Local Authorities.
Bullock Construction, which operates across the North and Midlands regions, is a
market leader in social housing refurbishment and continues to benefit from the
Government's Decent Homes Initiative. It has just commenced a major five year
housing improvement programme with Bradford Community Housing Trust and was
recently appointed to deliver an ALMO (Arms Length Management Organisation)
improvements programme for Leeds South Homes over the next five years.
Allenbuild provides new build services in the South East, and as part of the
Gentect Homes consortium is building hundreds of affordable homes of varying
tenure over the next few years. The first project commenced in late 2004.
The Social Housing order book at 31 March was £324 million (2004: £137 million),
with contracts of three years average duration.
Property Portfolio
The Group continues its strategy of realising value from its portfolio of UK and
US property assets in order to generate additional cash. The existing property
assets are being actively managed and the Group is currently reassessing the
potential realisable value for a number of its properties in order to facilitate
their sale. During the period the Group did not realise proceeds from intended
property disposals. The Group is not pursuing the acquisition of any new sites.
Outlook
Following a period of great change and an enormous amount of hard work by all
the Group's employees, I am pleased to be able to hand over a business to our
new Chief Executive which has a clear strategy and focus centred on its niche
businesses. The Group's core divisions operate in strong and growing market
sectors and continue strengthening their regional presence, focused on margin
improvement and low risk contracting.
Trading in all the Group's businesses is strong. The Group's order book has seen
some significant growth and was valued at £582 million as at 31 March 2005, up
from £444 million at the same period last year. In addition, these orders are of
a much higher quality, predominantly generated from framework and partnering
agreements with the Group's key clients. The Board is confident that the actions
it has taken, and continues to take, will restore the Group's financial position
by the year end, providing a stable platform for the future.
Roy Harrison
Executive Chairman
29 June 2005
MONTPELLIER GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
GROUP PROFIT AND LOSS ACCOUNT
Notes Six months ended Year ended
31 March 30 September
Restated
2005 2004 2004
£000 £000 £000
Turnover: Group ongoing operations and
share of joint ventures
227,320 212,603 461,695
Less share of joint ventures' turnover (2,113) (258) (3,036)
Ongoing operations 221,321 193,857 405,598
Discontinuing operations 3,886 18,488 53,061
Group turnover - continuing 225,207 212,345 458,659
Cost of sales (including exceptional
losses on problem contracts) 1 (204,995) (210,521) (442,534)
Gross profit 20,212 1,824 16,125
Administrativeexpenses (including
exceptional income & costs) 1 (18,633) (20,552) (22,834)
Other operating income - 584 2,098
Ongoing operations 3,721 (8,591) 6,027
Discontinuing operations (2,142) (9,553) (10,638)
Group operating profit/(loss) -
continuing 1,579 (18,144) (4,611)
Loss on disposal of subsidiary
companies 1 - (495) (495)
Loss on closure of operations 1 (864) - -
Profit/(loss) on ordinary activities 715 (18,639) (5,106)
before interest
Net interest (payable)/receivable (328) 66 88
Other finance charges - FRS 17 pension (240) (961) (1,921)
Profit/(loss) on ordinary activities
before taxation 147 (19,534) (6,939)
Taxation 3 - - (106)
Profit/(loss) for the period 147 (19,534) (7,045)
Dividends 4 - - -
Retained profit/(loss) for the period 147 (19,534) (7,045)
Basic earnings/(loss) per Ordinary Share 5 0.25p (31.82p) (11.62p)
Diluted earnings/(loss) per Ordinary Share 5 0.25p (31.82p) (11.62p)
MONTPELLIER GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Six months ended Year ended
31 March 30 September
Restated
2005 2004 2004
£000 £000 £000
Profit/(loss) for the period 147 (19,534) (7,045)
Exchange movements in reserves (67) (461) 110
Surplus on revaluation of landfill assets - - 416
Movement on actuarial deficit in the pension scheme - - 11,294
Movement on deferred tax relating to the pension deficit (103) 121 (8,943)
Total recognised losses since last annual report (23) (19,874) (4,168)
MONTPELLIER GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
GROUP BALANCE SHEET
Notes 31 March 30 September
Restated
2005 2004 2004
£000 £000 £000
Fixed assets
Intangible assets: Goodwill 4,753 5,057 4,905
Tangible assets:
Investment Properties - 7,110 -
Other Tangible Fixed Assets 16,169 16,674 16,969
Investments 30 31 30
Investments in joint ventures:
Loans to joint ventures 444 2,058 625
Share of gross assets 9,495 18,661 13,241
Share of gross liabilities (4,905) (12,713) (8,105)
5,034 8,006 5,761
25,986 36,878 27,665
Current assets
Stocks and work in progress 16,574 10,928 8,641
Debtors:
due after more than one year 8,252 16,632 10,160
due within one year 87,698 83,298 94,500
Current asset investments - assets held for resale 7,375 - 7,388
Cash at bank and in hand 9,823 7,011 18,068
129,722 117,869 138,757
Creditors: amounts falling due within one year (134,122) (128,564) (145,383)
Net current liabilities (4,400) (10,695) (6,626)
Total assets less current liabilities 21,586 26,183 21,039
Creditors: amounts falling due after more than
one year
Long-term debt (8,363) (8,363) (8,363)
Other creditors (6,066) (4,999) (5,215)
Net assets excluding pension liability 7,157 12,821 7,461
Pension liability 2 (2,065) (23,494) (2,346)
Net assets/(liabilities) 5,092 (10,673) 5,115
Share capital 6 5,990 5,939 5,990
Share premium account 5,893 5,862 5,893
Capital redemption reserve 2,050 2,050 2,050
Revaluation reserve 489 73 489
Capital reserve 1,846 1,846 1,846
Profit and loss account (11,176) (26,443) (11,153)
Equity shareholders' funds/(deficit) 7 5,092 (10,673) 5,115
MONTPELLIER GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
GROUP STATEMENT OF CASH FLOW
Notes Six months ended Year ended
31 March 30 September
2005 2004 2004
£000 £000 £000
Net cash (outflow)/inflow from operating activities 8 (21,974) (5,384) 1,677
Returns on investments and servicing of finance
Net interest (paid)/received (218) 66 87
Taxation
Net corporation tax received - 380 527
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (659) (9,525) (9,687)
Proceeds on sale of tangible fixed assets 142 2,572 2,681
Proceeds on sale of current asset investments - 150 150
Loans repaid by joint venture 155 (392) 1,053
Proceeds on sale of shared equity portfolio 2,019 - -
1,657 (7,195) (5,803)
Acquisitions and disposals
Cash disposed on disposal of subsidiaries - (1,076) (1,076)
Receipt from sale of business - 2,000 3,746
- 924 2,670
Equity dividends paid to shareholders
- (682) (682)
Cash outflow before financing (20,535) (11,891) (1,524)
Financing
Issue of share capital - 174 256
Acquisition of own shares - (192) (192)
Movement in short-term borrowings 3,600 (1,104) (1,103)
Finance lease payments (240) (120) (360)
3,360 (1,242) (1,399)
Decrease in cash during the period (17,175) (13,133) (2,923)
MONTPELLIER GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
NOTE 1 DISCONTINUING OPERATIONS & EXCEPTIONAL ITEMS
(a) Discontinuing Operations
Discontinuing operations relate to the activities of YJL Construction (excluding
YJL Infrastructure) and a division of Britannia Interior Contracts Limited,
which are in the process of being closed down. These activities are shown as
discontinuing as they do not meet the definition of discontinued as defined by
FRS 3.
(b) Operating Exceptional Items
The operating profit/(loss) includes the following amounts that the Directors
regard as exceptional because of their value and nature, but which do not fall
to be recorded as non-operating exceptional items under the requirements of FRS
3.
Six months ended Year ended
31 March 30 September
2005 2004 2004
£000 £000 £000
Reduction in pension deficit following
settlements of liabilities (i) - - 19,250
Cost of incentives to members connected
to the settlements (i) - - (4,959)
- - 14,291
Contract losses on specific problem contracts
incepted in prior years (ii) (2,899) (15,741) (21,674)
Write down of properties for resale (iii) - (1,617) (1,617)
Redundancy and reorganisation costs (iv) (345) (882) (882)
(3,244) (18,240) (9,882)
(i) Defined benefit pension scheme
During the year ended 30 September 2004 the Directors made a number of offers to
deferred members of the scheme to transfer their entitlements under the defined
benefit scheme to a defined contribution arrangement and a number of offers to
pensioners of the scheme to buy out certain benefits attributable under the
scheme. The figure recorded above shows the movement on the FRS 17 actuarial
deficit relating to these transfers and the costs reflect the sums paid to
facilitate these transfers.
(ii) Contract losses
During the year ended 30 September 2004 the Group suffered a number of
contractual issues that relate to contracts incepted in prior years where the
difficulties relating to these contracts were not identified in the prior period
or became more apparent in this period as negotiations to resolve the contract
terms progressed. During the period ended 31 March 2005 additional contract
losses have been incurred to resolve legacy contract issues.
(iii) Write down of properties held for resale
Provision was made in the prior year against the purchase value of two
properties to reflect their market value as at 31 March 2004 and 30 September
2004.
(iv) Redundancy and reorganisation costs
During the current and preceding periods a number of exceptional costs, which
primarily relate to redundancies, have been incurred as a result of
reorganisations within the Group which do not constitute a fundamental
reorganisation as defined by FRS 3. In the period to 31 March 2005 these costs
relate to the reorganisation of Allenbuild.
With the exception of contract losses which have been included in gross margin,
all other operating exceptionals are reflected in the administrative expenses in
the profit and loss account.
(c) Non-Operating Exceptional Items
Six months ended Year ended
31 March 30 September
2005 2004 2004
£000 £000 £000
Loss on disposal of subsidiary companies - (495) (495)
Loss on closure of operations (864) - -
The loss on disposal of subsidiary companies relates to the disposal, during the
year ended 30 September 2004, of the Group's loss-making subsidiaries Cornhill
Interiors Limited, Lodge and Sons (Builders) Limited and YJL Facilities Limited.
The loss on closure of operations is in respect of redundancy costs directly
connected with the closure of YJL Construction (excluding YJL Infrastructure)
and a division of Britannia Interior Contracts Limited.
Note 2 Defined Benefit Pension Scheme
During the year ended 30 September 2004, the Group fully adopted the
requirements of FRS 17 'Retirement Benefits'.
The deficit (net of a related deferred tax asset) shown on the balance sheet as
at 31 March is the amount calculated as at 30 September adjusted for
contributions, charges and finance costs in the period, offset by the associated
movement in the deferred tax asset. No interim valuation of the assets and
liabilities of the scheme has been carried out and, accordingly, there is no
actuarial gain or loss shown in the STRGL in respect of the interim period.
Actuarial gains and losses in respect of the whole year and the deficit/surplus
at the end of the year will be reported in the annual financial statements.
This change in accounting policy resulted in a prior year adjustment and
restatement of comparatives in the last annual report. Accordingly, comparatives
for the six month period ended 31 March 2004 have been restated in this report.
Set out below is the impact on the profit and loss account, consolidated
statement of total recognised gains and losses, and the Group balance sheet for
the six months ended 31 March 2004.
Six months ended 31 March 2004
SSAP 24 Reverse Total pre Apply FRS 17
SSAP 24 pension FRS 17
£000 £000 £000 £000 £000
Profit & loss account
Operating loss (20,242) 2,150 (18,092) (52) (18,144)
Loss after tax (20,671) 2,150 (18,521) (1,013) (19,534)
Statement of total recognised
gains and losses
Movement on deferred taxation - - - 121 121
Balance sheet
Net assets/(liabilities) 9,780 3,041 12,821 (23,494) (10,673)
The restatement of the 31 March comparatives has resulted in the balance sheet
total as at 31 March 2004 decreasing by £20.5m from net assets of £9.8m to net
liabilities of £10.7m. As reported in the 2004 Annual Report, the Group
implemented a number of pension transfer initiatives to both deferred members
and pensioners of the scheme during the second half of 2004, which resulted in a
reduction in the pension scheme deficit of £19.2m at a total cost of £5m. The
benefit of this reduction combined with actuarial movements and ongoing payments
into the scheme resulted in the FRS 17 deficit reducing to £3.3m (£2.3m net of
deferred tax) as at 30 September 2004.
Further details of the most recent formal FRS 17 valuation and the impact of the
pension scheme initiatives are set out in the 2004 Annual Report.
Note 3 Taxation on profit on ordinary Activities
Six months ended Year ended
31 March 30 September
2005 2004 2004
£000 £000 £000
Current tax:
UK corporation tax on profits/(losses) for the - - -
period
Adjustments in respect of previous periods - - 150
- - 150
Foreign tax - - 33
Total current tax - - 183
Deferred tax - - (289)
Taxation charge on profit/(loss) on ordinary - - (106)
activities
The Group and Company have significant unused tax losses available to carry
forward against future taxable profits. A significant element of these losses
relate to activities which are not forecast to generate the level of profits
needed to utilise these losses. A deferred tax asset has been recognised to the
extent considered reasonable by the Directors, where recovery is expected to be
recognisable within 12 months of the balance sheet date.
Note 4 Dividends
No dividends were paid or proposed in the current or preceding period.
Note 5 Earnings per Ordinary share
Six months ended Year ended
2005 2004 2004
31 March 31 March 30 September
Weighted Weighted Weighted
average average average
number of EPS number of EPS number of EPS
Earnings shares Pence Earnings shares Pence Earnings shares Pence
£000 000 £000 000 £000 000
Restated Restated
Basic earnings per share 147 59,899 0.25 (19,534) 61,381 (31.82) (7,045) 60,609 (11.62)
Dilutive effect of options - - - - - - - - -
Diluted earnings per share 147 59,899 0.25 (19,534) 61,381 (31.82) (7,045) 60,609 (11.62)
Note 6 Share capital
31 March 30 September
Group 2005 2004 2004
£000 £000 £000
Authorised:
100,000,000
Ordinary Shares of 10p each 10,000 10,000 10,000
10,000 10,000 10,000
Allotted, called up and fully paid:
59,898,927 (2004: March 59,388,757 and September 59,898,927)
Ordinary Shares of 10p each 5,990 5,939 5,990
5,990 5,939 5,990
Changes in share capital
No 10p Ordinary Shares have been issued since 1 October 2004.
Note 7 Reconciliation of movements in
Group shareholders' funds
31 March 30 September
Restated
2005 2004 2004
£000 £000 £000
Profit/(loss) for the period 147 (19,534) (7,045)
Other recognised gains and losses for the year (net) (170) (340) 2,877
Share issue - 175 257
Share buyback - (8,192) (8,192)
Net movement on shareholders' funds (23) (27,891) (12,103)
Opening shareholders' funds 5,115 17,218* 17,218
Closing shareholders' funds 5,092 (10,673)** 5,115
* Previously opening shareholders' funds at 1 October 2003 amounted to
£38,930,000 before prior year adjustment in respect of the adoption of FRS
17, amounting to £21,712,000, as detailed in the Annual Report for the year
ended 30 September 2004.
** Previously closing shareholders' funds at 31 March 2004 amounted to
£9,780,000 before prior year adjustment in respect of the adoption of FRS
17, amounting to £20,453,000.
Note 8 Net cash (outflow)/inflow from operating activities
Six months ended Year ended
31 March 30 September
Restated
2005 2004 2004
£000 £000 £000
Operating profit/(loss) 1,579 (18,144) (4,611)
Non operating exceptional items (864) (495) (495)
715 (18,639) (5,106)
Depreciation 1,380 767 1,839
Amortisation of subsidiary goodwill 152 152 304
(Increase)/decrease in stocks and work in
progress (7,933) 2,529 4,816
Profit on sale of fixed assets (50) (473) (91)
Impairment of current asset investments - 1,616 1,616
Decrease/(increase) in operating debtors and
prepayments 6,691 (769) (7,338)
(Decrease)/increase in creditors and accruals (22,810) 10,786 24,795
Decrease in pension deficit (625) (2,098) (20,434)
Foreign exchange and other non-cash movements 506 745 1,276
Net cash (outflow)/inflow from operating (21,974) (5,384) 1,677
activities
Note 9 Basis of preparation
(a)The accounts for the six months ended 31 March 2005 and the equivalent period
in 2004 have not been audited or reviewed by the Company's auditors. They have
been prepared on a going concern basis in accordance with applicable accounting
standards consistent with the accounting policies set out in the 2004 Annual
Report. The interim report was approved by the Directors on 29 June 2005.
(b) The abridged information in this statement relating to the year ended 30
September 2004 is derived from full accounts upon which the auditors issued an
unqualified opinion and which did not contain a statement under S237(2) of the
Companies Act 1985 and which have been delivered to the Registrar of Companies.
(c) The Group continues to have net current liabilities at the period end and
has incurred a cash outflow during the period, partly because of delays in
realising cash from contracts (including legacy problem contracts) and from
disposals of assets held for resale. On the basis of expected realisations of
cash from its contracts, assets held for resale and other assets, which might
include the disposal of Bullock, and its ongoing banking facilities the
Directors are satisfied that the Group has adequate resources to continue in
operational existence for the foreseeable future.
This interim statement is being sent to all shareholders and is also available
upon request from the Company Secretary, Montpellier Group Plc, 39 Cornhill,
London EC3V 3NU, or via the website
www.montpelliergroup.plc.uk.
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