Interim Results

Gleeson(M J)Group PLC 30 March 2007 Friday 30 March 2007 M J GLEESON GROUP PLC - INTERIM ANNOUNCEMENT Gleeson (GLE.L) announces its results for the half year to 31 December 2006, which are those of a group in the implementation phase of the Strategic Review announced in March 2006. The result for continuing operations for the period is in line with Board expectations, reflecting that the profit contribution from Homes, Regeneration & Strategic Land will, as usual, be second half loaded. FINANCIAL HIGHLIGHTS (prior period restated to classify the Engineering Division as a discontinued operation) •Revenue increased by 18.2% to £78.9m (2005/06: £66.8m). •Net profit attributable to shareholders totalled £21.1m (2005/06: loss of £3.1m) equating to basic earnings per share of 40.8p (2005/06: loss of 6.0p), after a profit from discontinued operations of £21.6m (2005/06: £1.9m). •The loss from continuing operations, net of tax, reduced to £0.5m (2005/ 06: £5.0m), which equates to a basic loss per share of 0.9p (2005/06: 9.8p). •Net assets per share increased to 345p from 303p at 30 June 2006 and 287p at 31 December 2005. •Net cash at 31 December 2006 of £18.7m compared with net debt of £14.7m at 30 June 2006 and £102.3m at 31 December 2005. •An interim dividend per share of 1.9p (2005/06: 1.6p), up 18.8%, has been declared. COMMERCIAL HIGHLIGHTS •Homes, Regeneration & Strategic Land made an operating loss of £0.5m (2005/06: £1.2m) on revenue of £67.6m (2005/06: £46.6m). 328 (2005/06: 245) units were sold at an average selling price of £198,000 (2005/06: £177,000). •The Group was active at five regeneration sites, all of them in the North of England. Five further regeneration sites are expected to be active in the year to 30 June 2008, one of which, importantly, will be in the South of England, being Ashford in Kent. •As budgeted, no strategic land sales were effected in the period under review. Several substantial strategic land sales are at advanced stages of negotiation and are forecasted to complete in the second half of the financial year. However, the Board will not erode shareholder value in order to achieve short term targets. •In the period, Strategic Land entered into five option agreements over 616 acres of land, bringing the total number of options to 65 covering 3,108 acres. •Property Investment and Commercial Property Development made an operating profit of £1.7m (2005/06: £1.8m) on revenue of £2.2m (2005/06: £1.2m). Gleeson has now decided to exit the commercial property development market along with the previously announced exit from property investment, reflecting the Board's belief that this market has probably peaked and that Gleeson's cash resources will be better invested in housing regeneration, the Group's principal focus. •The continuing elements of Construction Services made an operating profit of £1.7m (2005/06: loss of £1.2m) on revenue of £9.1m (2005/06: £19.0m), whilst the discontinued portion of Construction Services, namely the Engineering Division (the majority of whose assets was sold in October), reported a net result for the period and gain on sale after tax of £21.6m (2005/06: £1.9m). Dermot Gleeson, Chairman, stated: 'Market expectations for the year to 30 June 2007 remain attainable, but to achieve this will require several substantial transactions to fall into the current year, as scheduled.' Enquiries: M J Gleeson Group plc 01252-360 300 Paul Wallwork (Group Chief Executive) Chris Holt (Interim Finance Director) Bankside Consultants Limited Charles Ponsonby 020-7367 8851 INTERIM STATEMENT The Financial Statements for the half year to 31 December 2006 are those of a group in the implementation phase of the Strategic Review announced in March 2006. The result for continuing operations for the period is in line with Board expectations, reflecting that the profit contribution from Homes, Regeneration & Strategic Land, will, as usual, be second half loaded. During the period, the Board was very pleased to announce the sale of the majority of the assets of its Engineering Division, a specialist in construction for the water industry. The results of this sale are more fully described under Construction Services (discontinued) below. FINANCIAL REVIEW In the half year to 31 December 2006, the Group made an after tax profit on continuing and discontinued operations of £21.1m (2005/06: loss of £3.1m). On continuing operations, on revenue of £78.9m (2005/06: £66.8m), the operating loss was £0.7m (2005/06: £3.6m) and the pre-tax loss amounted to £0.3m (2005/06: £5.1m). The after tax loss for the period totalled £0.5m (2005/06: £5.0m). This equates to a basic loss per share of 0.9p (2005/06: loss of 9.8p). Prior period figures are restated to classify the Engineering Division as a discontinued operation. After tax profit for the period from discontinued operations was £21.6m (2005/06: £1.9m). Basic earnings per share on continuing and discontinued operations totalled 40.8p (2005/06: loss of 6.0p). Equity, net assets per share and net cash / (debt) at 31 December 2006, 30 June 2006 and 31 December 2005 were: 31 Dec 2006 30 June 2006 31 Dec 2005 Equity £178.7m £156.2m £147.9m Net assets per 345p 303p 287p share Net cash/(debt) £18.7m £(14.7m) £(102.3m) INTERIM DIVIDEND The Board has declared an interim dividend per share of 1.9p (2005/06: 1.6p), up 18.8%, which will be paid on 11 May 2007 to shareholders on the register at close of business on 13 April 2007, with an ex-dividend date of 11 April 2007. OPERATING REVIEW Homes, Regeneration & Strategic Land Homes, Regeneration & Strategic Land made an operating loss of £0.5m (2005/06: £1.2m) on revenue of £67.6m (2005/06: £46.6m). In the period, 328 (2005/06: 245) units were sold at an average selling price of £198,000 (2005/06: £177,000). Of these, 210 (2005/06: 120) were sold by Homes and Regeneration North at an average selling price of £134,000 and 118 (2005/06: 125) units were sold by Homes and Regeneration South at an average selling price of £313,000 (2005/2006: £225,000). In the period, the Group was active at five regeneration sites, all of them in the North of England. They were: •Grove Village in East Manchester, a £103m eight year programme and the first substantial local authority housing PFI, in partnership with Harvest Housing and Nationwide Building Society. The Group is in the fourth year of the programme; •Beswick in East Manchester, an £80m eight year programme where the Group is in the third year of the programme; •Norfolk Park, Sheffield, a £38m seven year programme where the Group is in the fifth year of the programme; •Clevedon Street, Liverpool, a £10m two year programme where the Group is in the final year of the programme; and •Northumberland Street, Liverpool, a £7m two year programme where the Group is in the first year of the programme. Both Clevedon Street and Northumberland Street are part of the Liverpool Inner Core overarching agreement where the Group is the preferred developer for the whole of the City Centre South Zone which potentially involves the development of 1,000 acres in a programme extending to 2017. In the period, as budgeted, no strategic land sales were completed. Property Property (Investment and Commercial Property Development) made an operating profit of £1.7m (2005/06: £1.8m) on revenue of £2.2m (2005/06: £1.2m). The period included the sale of an investment property at Immingham and the Group's former Head Office, Haredon House at North Cheam, for aggregate proceeds of £7.6m and a profit of £2.2m. The proceeds of the Head Office sale (£4.5m) were received in March 2007 and are therefore not reflected as cash in the balance sheet at 31 December 2006. These are one-off profits arising from the Group's decision to exit property investment announced in March 2006. The balance of the result, being a £0.5m loss, is made up of commercial property disposals, net of overheads of running both commercial property development and the exit from property investment. Construction Services (continuing) The continuing elements of Construction Services, comprising Gleeson Capital Solutions, Gleeson Services and the retained contracts of Gleeson Building Contracting Division, made an operating profit of £1.7m (2005/06: loss of £1.2m) on revenue of £9.1m (2005/06: £19.0m). In the period, one of the Group's four remaining non-core PFI investments, Salisbury Hospital, was sold, for proceeds of £2.6m and a profit of £1.5m. Gleeson Services was formed at the start of the period to focus the Group's activities in housing modernisation and service maintenance under one strengthened management team. Gleeson Services incorporates Powerminster Building Services and Propertycare by Powerminster, which together offer a fully integrated social housing refurbishment service. In the period, there was no Income Statement impact relating to the retained contracts of Gleeson Building Contracting Division. Construction Services (discontinued) The discontinued portion of Construction Services, namely the Engineering Division, reported a net result for the period and gain on sale after tax of £21.6m (2005/06: £1.9m). In October 2006, Gleeson disposed of certain assets and liabilities of its Engineering Division to Black & Veatch Corporation, a US-based global engineering and consulting construction company, for a cash consideration for goodwill of £36.0m and a pre-tax profit of £31.3m. The sold assets and liabilities were transferred to Black and Veatch Corporation at book value. The Engineering Division recorded a £4.0m loss for the period, reflecting higher overheads as a result of a longer than anticipated sale process and the requirement to make certain contract provisions on sold and retained contracts. BOARD CHANGES During the period, the following Board changes took place, as stated in the Preliminary Announcement of 27 October 2006. Paul Wallwork became Interim Group Chief Executive in July 2006 and Edwin Lawrie, who remains as Company Secretary, was appointed an Interim Executive Director in August 2006. Ross Ancell was appointed a Non-Executive Director in October 2006 and Terry Morgan was appointed a Non-Executive Director in November 2006. Malcolm Selsdon retired in July 2006 and John McKenna in October 2006; both were Non-Executive Directors. Subsequent to the period end, in January 2007, Paul Wallwork was appointed Group Chief Executive, following the outcome of a competitive selection process involving external consultants. Paul joined the Group as Finance Director in January 2006. STRATEGY On 31 March 2006, Gleeson announced that it had decided to concentrate on, and substantially increase its involvement in, three related areas: housing regeneration, strategic land trading and commercial property development. Gleeson has now decided to exit the commercial property development market. This reflects the Board's belief that this market has probably peaked and that Gleeson's cash resources will be better invested in housing regeneration, the Group's principal focus. Once the cash settlements associated with the sale of the Engineering Division are completed, and the sale of the two remaining non-core PFI investments, the Sheffield Schools investment having been sold in March 2007, and the last two investment properties has been achieved, the Group will have delivered upon the Strategic Review announced in March 2006. To reflect the Group's smaller size and its now decentralised structure, the number of employees in the Head Office, which since January 2007 has been situated at Fleet in Hampshire, has been much reduced. PROSPECTS Homes, Regeneration & Strategic Land In addition to the five active regeneration sites, five further regeneration sites are expected by the Board to be active in the year to 30 June 2008. These are: •the Stanhope Estate in Ashford, Kent, a local authority housing PFI in partnership with Moat Housing Group and Nationwide Building Society. This is a £50m five year new build housing programme for Homes and Regeneration South with a £23m 30 year facilities management contract for Gleeson Services. Financial closure is scheduled to take place in the current financial year; •Cheshire Care Homes, a £65m capital value programme sponsored by Gleeson Capital Solutions in partnership with Harvest Housing and Nationwide Building Society where the Group is intending to secure a £27m 30 year facilities management contract for Gleeson Services; •North Huyton on Merseyside, potentially an £86m ten year programme, where the Group is one of a preferred consortium of developers for a major regeneration scheme for a proposed total of c 1,450 houses; •Gorton Monastery in East Manchester, a £14m three year programme involving the provision of c 70 houses adjacent to the famous listed Monastery building; and •St Mary's, Oldham, a £27m four year programme involving the provision of c 190 houses in partnership with English Partnerships. Strategic land trading involves a relatively small number of substantial transactions whose timing and therefore profit is difficult to predict accurately. In this context, several substantial transactions are in advanced stages of negotiation and are forecast to complete in the second half of the financial year. However, the Board will not erode shareholder value in order to achieve short term targets. In the period, Strategic Land entered into five option agreements over 616 acres of land, bringing the total number of options to 65 covering 3,108 acres. Construction Services The Group's continuing Construction Services businesses are expected to continue to grow and seek long term maintenance and refurbishment contracts working alongside the Group's regeneration businesses. The result for the full year will include the sale in March 2007 of the non-core PFI investment in Sheffield Schools, for proceeds of £1.4m and a profit of £0.4m. Cash Generation The Group generated cash in the period of £33.4m and closed the period with a net cash balance of £18.7m. This cash generation will continue as asset sales are completed. The Group is undertaking a review, in advance of the financial year end, to determine what level of cash is appropriate to retain within the Group to finance the Group's activities going forward. Any surplus cash will be returned to shareholders. Overall Market expectations for the year to 30 June 2007 remain attainable, but to achieve this will require several substantial transactions to fall into the current year, as scheduled. Dermot Gleeson Chairman CONSOLIDATED INCOME STATEMENT for the six months to 31 December 2006 Unaudited Unaudited Six months Six months to to 31 Year to 31 December December 30 June 2006 2005 2006 £000 £000 £000 Restated Restated Continuing operations Revenue 78,909 66,785 188,958 Cost of sales (71,979) (58,043) (177,721) Gross profit 6,930 8,742 11,237 Staff costs (6,901) (7,678) (17,352) Other expenses (5,232) (4,131) (10,095) Profit on sale of investments in PFI 1,489 - 784 projects Profit on sale of investment and 2,486 - 6,641 owner- occupied properties Valuation gains on investment 18 - 585 properties Share of profit/(loss) of joint 500 (518) (110) ventures Operating loss (710) (3,585) (8,310) Financial income 1,245 527 2,380 Financial expenses (810) (2,091) (6,260) Loss before tax (275) (5,149) (12,190) Tax (190) 150 402 Loss for the period from continuing (465) (4,999) (11,788) operations Discontinued operations Profit for the period from 21,607 1,949 21,440 discontinued operations and gain on sale of discontinued operations (net of tax) Profit/(loss) for the period 21,142 (3,050) 9,652 attributable to equity holders of the parent company Earnings/(loss) per share Continuing and discontinued operations Basic 40.81p (5.99)p 18.88p Diluted 40.10p (5.99)p 18.68p Continuing operations Basic and diluted (0.90)p (9.81)p (23.02)p CONSOLIDATED BALANCE SHEET as at 31 December 2006 Unaudited Unaudited Audited 31 December 31 December 30 June 2006 2005 2006 £000 £000 £000 Non-current assets Property, plant and equipment 3,106 11,826 4,825 Investment property 4,997 37,503 5,010 Goodwill - 4,794 - Investments in joint ventures and 2,269 1,362 1,890 associates Loans and other investments 9,797 11,308 7,393 Inventories 29,816 62,377 30,238 Trade and other receivables - - 549 Deferred tax assets 5,180 5,173 4,849 55,165 134,343 54,754 Current assets Inventories 79,174 112,687 103,957 Trade and other receivables 117,290 140,973 100,729 UK corporation tax - - 3,502 Cash and cash equivalents 18,701 63 53 Assets reclassified as held for 5,240 12,672 16,453 sale 220,405 266,395 224,694 Total assets 275,570 400,738 279,448 Current liabilities Bank overdrafts - (102,339) (14,706) Trade and other payables (93,567) (136,574) (108,430) UK corporation tax (3,309) (5,582) - Liabilities directly associated - (8,364) (97) with assets reclassified as held for sale Total liabilities (96,876) (252,859) (123,233) Net assets 178,694 147,879 156,215 Equity Called up share capital 1,039 1,029 1,032 Share premium account 5,033 3,762 3,974 Capital redemption reserve 120 120 120 Revaluation reserve 629 3,158 2,742 Retained earnings 171,873 139,810 148,347 Total equity attributable to equity 178,694 147,879 156,215 holders of the parent company CONSOLIDATED CASH FLOW STATEMENT for the six months to 31 December 2006 Unaudited Unaudited Six months Six months Year to to 31 to 30 June December 31 December 2006 2006 2005 £000 £000 £000 Restated Restated Operating activities Loss before tax (275) (5,149 (12,190) Depreciation of property, plant and 370 1,673 2,902 equipment Profit on sale of investment and (2,486) (6,641) owner-occupied properties Profit on sale of other property, plant and - (3,649) (3,791) equipment Profit on sale of investments in PFI (1,489) - (784) projects (Loss)/profit on discontinued operations (4,216) 1,949 10,376 Valuation gains on investment properties (18) - (585) Share of (profit)/loss of joint ventures (500) 518 110 (net of tax) Financial income (1,245) (527) (2,380) Financial expenses 810 2,091 6,260 Operating cash flows before movements in (9,049) (3,094) (6,723) working capital Decrease in inventories 23,152 2,583 43,000 Increase in receivables (12,945) (25,795) (2,891) Increase/(decrease) in payables 5,189 (1,784) 15,377) Cash generated from/(used in) operating 6,347 (28,090) 18,009 activities Tax received/(paid) 207 (607) 188 Interest paid (940) (3,148) (7,293) Net cash flows from operating activities 5,614 31,845) 10,904 Investing activities Disposal of net assets held for sale 8,140 (14,678) (15,898) Proceeds of disposal of net assets net of 13,400 - - cash disposed Disposal proceeds of subsidiary 4,069 - 19,195 undertakings net of cash disposed Interest received 426 738 1,635 Purchase of property, plant and equipment (201) (3,122) (6,846) Proceeds on sale of investment and - 1,865 34,397 owner-occupied properties Proceeds on sale of other property, plant - 8,225 10,267 and equipment Proceeds on disposal of investments in PFI 2,600 737 757 projects Increase in loans and other investments (2,937) (3,177) (5,700) Disposal or repayment of loans and other 1,177 - 1,289 investments Net cash flows from/(used in) investing 26,674 (9,412) 39,096 activities Financing activities Proceeds from issue of shares 1,066 - 215 Purchase of own shares - (270) - Dividends paid - - (4,119) Net cash generated from/(used in) financing 1,066 (270) (3,904) activities Net increase/(decrease) in cash and cash 33,354 (41,527) 46,096 equivalents Cash and cash equivalents at beginning of (14,653) (60,749) (60,749) period Cash and cash equivalents at end of period 18,701 (102,276) (14,653) CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSES for the six months to 31 December 2006 Unaudited Unaudited Audited Six months Six months Year to to 31 to 31 30 June December December 2006 2006 2005 £000 £000 £000 Profit/(loss) for the period 21,142 (3,050) 9,652 attributable to equity holders of the parent company Revaluation of owner-occupied property - (204) (355) Deferred tax on owner-occupied property (8) 54 2 Net expense recognised directly in (8) (150) (353) equity Total recognised income/(expense) for 21,134 (3,200) 9,299 the period attributable to equity holders of the parent company NOTES TO THE FINANCIAL STATEMENTS 1 Basis of preparation The consolidated interim financial statements of the Group have been prepared in accordance with the recognition and measurement criteria of IFRS and the disclosure requirements of the Listing Rules using accounting policies set out in the Group's 30 June 2006 statutory accounts. The financial information contained in this Interim Report does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. No statutory accounts for the period have been delivered to the Registrar of Companies. The financial information contained in this Interim Report has been neither audited nor reviewed by the auditors. The statutory accounts for the year ended 30 June 2006 have been filed with the Registrar of Companies. The Auditors' Report on these accounts was unqualified and did not contain a statement under section 237(2) or 237(3) of the Companies Act 1985. The comparative results for the six months to 31 December 2005 and the year to 30 June 2006 have been restated due to the disposal of the Engineering Division in October 2006, which is now classified as discontinued operations, in accordance with IFRS 5 'Non-current assets held for sale and discontinued operations.' This Interim Financial Report was approved for issue by the Board of Directors on 29 March 2007. 2. Segmental Analysis Unaudited Unaudited Six months Six months Year to to 31 to 30 June December 31 December 2006 2006 2005 £000 £000 £000 Restated Restated Revenue Continuing activities: Homes, Regeneration & Strategic Land 67,627 46,557 138,413 Property 2,190 1,224 2,896 Construction Services 9,092 19,004 47,649 78,909 66,785 188,958 Discontinued activities: Construction Services 49,012 122,607 249,627 Total revenue 127,921 189,382 438,585 (Loss)/profit on activities Homes, Regeneration & Strategic Land (501) (1,189) (11,673) Property 1,656 1,806 11,310 Construction Services 1,720 (1,248) (2,132) 2,875 (631) (2,495) Group activities (3,585) (2,954) (5,815) Finance income 1,245 527 2,380 Finance costs (810) (2,091) (6,260) Loss before tax (275) (5,149) (12,190) Tax (190) 150 402 Loss for the period from continuing (465) (4,999) operations (11,788) Profit for the period from 21,607 1,949 21,440 discontinued operations and gain on sale of discontinued operations (net of tax) Profit / (loss) for the period 21,142 (3,050) 9,652 attributable to equity holders of the parent company 3. Discontinued operations In October 2006, the Group disposed of certain assets and liabilities of the Engineering Division to Black & Veatch. Assets and liabilities relating to this operation were not classified as held for sale as at 30 June 2006 as they did not qualify for such treatment as these assets were not held for sale at that date. In June 2006, the Group disposed of Concrete Repairs Limited. Assets and liabilities relating to Concrete Repairs were not classified as assets held for sale as at 30 June 2005 or 31 December 2005 as they did not qualify for such treatment as these assets were not held for sale at those dates. In March 2006, the Group disposed of Gleeson MCL Limited. Assets and liabilities relating to Gleeson MCL were classified as assets held for sale as at 31 December 2005 in accordance with IFRS 5; however, they were not classified as held for sale as at 30 June 2005 as they did not qualify for such treatment as these assets were not held for sale at that date. Certain assets and liabilities of the Building Contracting Division were classified as held for sale at 30 June 2005 under IFRS 5; these assets and liabilities were sold on 1 August 2005. The trading activities of these assets and liabilities prior to the sale date, together with the retained contracts of the Building Division, were accounted for as continuing operations during the year. Unaudited Unaudited Six months to 31 Six months to 31 Year to December December 30 June 2006 2005 2006 £000 £000 £000 £000 £000 £000 Revenue 49,012 122,607 249,627 Cost of sales (50,641) (113,758) (226,140) Gross (loss)/profit (1,629) 8,849 23,487 Staff costs (1,883) (3,574) (6,168) Other expenses (704) (3,342) (6,943) Operating (loss)/profit (4,216) 1,933 10,376 Gain on disposal of discontinued 31,250 - 12,320 operations Financial income 150 236 203 Profit before tax 27,184 2,169 22,899 Tax Tax on discontinued operations for the period - (220) (1,459) Tax on gain on disposal of discontinued operations (5,577) - - (5,577) (220) (1,459) Profit for the period from 21,607 1,949 21,440 discontinued operations The post-tax gain on discontinued operations was determined as follows: 3. Discontinued operations (continued) £000 £000 Consideration received: Cash 36,000 Less net assets disposed: Property, plant and equipment 650 Trade and other receivables 15,812 Cash and bank 12,212 Trade and other payables (28,669) Provisions (1,197) (1,192) Pre-tax gain on disposal of discontinued 34,808 operations Provision for onerous leases and management (2,484) fees Cost of disposal (1,074) 31,250 Tax (5,577) 25,673 The net cash inflow comprises: Cash received 27,900 Cash payments, see below (14,500) 13,400 The total proceeds for the sale of Engineering Division were £36.0m of which, £27.9m was received upon completion of the transaction and the remaining £8.1m will become payable upon the completion of certain conditions, which are expected to be fulfilled prior to 30 June 2007. The disposal resulted in a cash transfer of £14.5m to Black & Veatch to reduce to zero the estimated negative net assets of the Engineering Division at completion, subject to any completion account adjustments. 4. Earnings per share From continuing and discontinued operations The calculation of the basic and diluted earnings per share is based on the following data: Earnings/(loss) Unaudited Unaudited Six months Six months Year to 31 to 31 to 30 December December June 2006 2005 2006 £000 £000 £000 Restated Restated Earnings/(loss) for the purposes of basic earnings/(loss) per share, being net profit/(loss) attributable to equity holders of the parent Loss from continuing operations (465) (4,999) (11,788) Profit from discontinued 21,607 1,949 21,440 operations Earnings/(loss) for the purposes 21,142 (3,050) 9,652 of basic and diluted earnings per share Number of shares No. 000 No. 000 No. 000 Weighted average number of 51,809 50,947 51,173 ordinary shares for the purposes of basic earnings /(loss) per share Effect of dilutive potential ordinary shares: Share options 910 382 555 Weighted average number of 52,719 51,329 51,728 ordinary shares for the purposes of diluted earnings/(loss) per share The denominators used are the same as those detailed above for both basic and diluted earnings per share from continuing and discontinued operations. From continuing and discontinued operations Basic 40.81p (5.99)p 18.88p Diluted 40.10p (5.99)p 18.68p From continuing operations Basic and diluted (0.90)p (9.81)p (23.02)p From discontinued operations Basic 41.70p 3.83p 41.90p Diluted 40.99p 3.80p 41.45p This information is provided by RNS The company news service from the London Stock Exchange

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