Interim Results for six month

RNS Number : 5056A
Morgan Sindall PLC
04 August 2008
 

04 August 2008


MORGAN SINDALL plc

('Morgan Sindall' or 'the Group')

Interim results for the six months to 30 June 2008


Morgan Sindall plc, the construction and regeneration group, today announces record interim results. 



2008

2007


Revenue

£1,239m

£836m

+48%

Adjusted profit before tax¹

£33.1m

£25.2m

+31%

Profit before tax 

£28.6m

£25.2m

+13%

Cash balance

£98m

£62m

+58%

Adjusted earnings per share ¹

60.9p

41.1p

+48%

Earnings per share

50.1p

41.1p

+22%

Interim dividend per share

12.0p

10.0p

+20%


¹ Adjusted for amortisation of intangible assets


Group highlights

  • Record set of interim results

  • Continued progress with strategy of developing market leading positions across all chosen sectors

  • Significant growth in Construction and Infrastructure Services divisions demonstrates success of acquisition

  • Group well placed to deliver long-term sustainable growth

  • Confidence reflected in strength of order book and robust net cash position


Divisional highlights


Fit Out

  • Strong performance in mixed market conditions

  • Operating profit of £11.5m (2007: £12.4m) on revenues of £205m (2007: £225m)

  • Record margin of 5.6%, demonstrating benefits of 'Perfect Delivery' quality programme

  • Order book increased both year-on-year and from the start of the year to £220m (2007: £206m)

  • Focus on future growth from increased geographic and sector spread, and larger value contracts


Construction

  • Strong public sector demand, particularly in education, while private sector demand remains robust apart from commercial property

  • Operating profit up 86% to £4.1m (2007: £2.2m), after one-off costs of £1.0m relating to the acquisition, orevenues of £418m (2007: £199m) 

  • Margin, after adjusting for one-off costs, up to 1.2% (2007: 1.1%)

  • Performance improvement largely driven by acquisition impact

  • Order book of £828m (2007: £891m) 

  • Encouraging outlook with division's enhanced capabilities, project range, and market and geographic coverage following acquisition


Infrastructure Services

  • Buoyant market conditions 

  • Operating profit up 90% to £7.6m (2007: £4.0m), after one-off IT costs of £1.4relating to the acquisition, on revenues of £395m (2007: £221m)

  • Underlying revenue growth of 25%, plus a significant contribution from the acquisition

  • Continued margin improvement to 2.3% (2007: 1.8%), after adjusting for one-off costs

  • Strengthened market position with market leadership in tunnelling, transport, water and utilities 

  • Positive outlook backed up by record order book of £1.8bn (2007: £1.5bn) 


Affordable Housing

  • Strong performance in social new build and refurbishment sectors offset by impact of mortgage availability in open market housing sector

  • Operating profit of £8.8m (2007: £11.5m) on revenues of £176m (2007: £192m)

  • Margin of 5.0% (2007: 6.0%)

  • Order book maintained at £1.4bn (2007: £1.5bn)

  • Outlook for social housing remains positive; division increasing focus on this area and selling units designated for open market sales to housing associations


Urban Regeneration

  • Solid performance in challenging market conditions

  • Operating profit of £5.6m on revenues of £45m

  • Share of forward development pipeline of £1.1bn, with a further four projects valued at £1.0bn at preferred bidder stage

  • Mixed use development remains a major opportunity in the long-term


John Morgan, Executive Chairman, commented:


'Despite challenging market conditions, we have delivered a record set of interim results. We remain on track to deliver record results for this year in line with our expectations.


'We are pleased with the acquisition we made last year. It brings an increasing balance to the Group and improves our market leading positions in construction, infrastructure and regeneration.


'Our cash position remains strong, while our order book of £4.2bn gives us confidence for the future.'  

  

ENQUIRIES:




Morgan Sindall plc

Tel: 020 7307 9200

John Morgan, Executive Chairman


Paul Smith, Chief Executive


David MulliganFinance Director




Blythe Weigh Communications

Tel: 020 7138 3204  

Tim Blythe

Mobile: 07816 924626

Paul Weigh

Mobile: 07989 129658




  Interim Report


We are pleased to announce record results for the six months to 30 June 2008. Profit before tax and amortisation of intangible assets rose by 31% to £33.1m (2007: £25.2m) on revenue that increased by 48% to £1.24bn (2007: £0.84bn). Adjusted earnings per share before amortisation increased by 48% to 60.9p (2007: 41.1p).


Profit before tax for the period (after amortisation of intangible assets) was £28.6m (2007: £25.2m). The Board has declared an interim dividend of 12.0p (2007: 10.0p), an increase of 20%.


Our strategy remains the same, to develop market leading positions within our chosen sectors in the construction and regeneration markets. The Group has made excellent progress in this strategy over the past year. Fit Out has increased its market share in the commercial office fit out sector. Construction and Infrastructure Services have both significantly extended their capabilities and geographic coverage as a result of the businesses acquired from Amec plc in July 2007. Affordable Housing has strengthened its position in the social housing sector, partly compensating for the decline in affordable open market housing. And finally, the Group has added a leading mixed use regeneration capability through its Urban Regeneration division, which was also acquired in July 2007.


The overall growth in profitability of the Group for the first six months of 2008 was driven primarily by contributions from the businesses acquired in July 2007. These contributions are seen in improved performances from Construction and Infrastructure Services compared with the six months to 30 June 2007, as well as in profit from Urban Regeneration.  Construction and Infrastructure Services also expanded organically, benefitting from the buoyant market conditions in their respective markets. Conversely, Fit Out and Affordable Housing have both faced more challenging market conditions than those experienced in 2007. Consequently the underlying profitability of the Group achieved in the first half of 2008 was broadly similar to that achieved in the corresponding period in 2007.  


Net cash at 30 June 2008 was £98m (2007: £62m) with average cash during the six months to the end of June of £95m compared with £39m for the same period last year.


The performance of each of the operating divisions for the six months to 30 June 2008 is set out below.  Divisional operating profits are stated before the amortisation of intangible assets.


Fit Out


Fit Out produced another excellent performance during the first half of 2008, generating an operating profit of £11.5m (2007: £12.4m) on revenue of £205m (2007: £225m). The operating margin of 5.6% (2007: 5.5%) was another record for the division demonstrating the benefits of its 'Perfect Delivery' quality programme. Overall demand in the commercial office fit out market has been reasonably robust, and the division's performance was driven by a strengthening of its market share and its broad sector spread, which helped it offset some softening of demand from the financial services sector.  


The division continues to focus on growth from increased geographic spread; expansion into the retail, leisure, entertainment and education sectors; and larger value contracts. Notable projects undertaken or secured during the period include new open plan offices, restaurant and meeting rooms for Guardian Media Group valued at £16m, the £19m fit out of two buildings for London Borough of Newham comprising offices and a new business centre, and a £9m fit out to create new headquarters for the Intercontinental Hotel Group in Buckinghamshire.  


The order book has increased both year-on-year and since the start of the year from £179m to £220m (2007: £206m) and revenue for the second half of the year is therefore expected to be ahead of that for the first half. As previously announced, we continue to expect some softening of demand in 2009 albeit current signs are very encouraging with the order book for 2009 ahead of where the 2008 order book was at this time last year.


Construction


The Construction division delivered an operating profit of £4.1m (2007: £2.2m) on revenue of £418m (2007: £199m). This revenue level reflects year-on-year growth of around 5% in the underlying business complemented by growth from last year's acquisition. The operating profit is stated after one-off costs of £1.0m relating to the acquisition. Adjusting the operating profit for these costs gives an operating margin for the period of 1.2% (2007: 1.1%).


As has been well documented, demand in commercial property has weakened. However, demand from the rest of the private sector is reasonably robust while demand from the public sector, which now accounts for approximately 70% of the division's revenue, is strong, particularly in education where we have recently won some major new contracts. The division significantly expanded its capabilities, project range, market coverage and geographic coverage through last year's acquisition and this is reflected in many of the new contracts secured during the period. These include the division's appointment as a construction partner in the delivery of a seven year, £200m building programme for Cambridgeshire County Council and as prime contractor on the £44m Bideford College for Devon County Council a School Pathfinder Project under the Government's Building Schools for the Future ('BSF') programme.


The order book at the end of June was £828m (2007: £891m) with the overall outlook for the construction market remaining encouraging.


Infrastructure Services


Infrastructure Services enjoyed buoyant market conditions during the first half of 2008, driven in particular by investment in the transport and utilities sectors. We expect these favourable conditions to continue for the foreseeable future. The division achieved an operating profit of £7.6m (2007: £4.0m) on revenue of £395m (2007: £221m). This increase in revenue of 79% reflects growth in the underlying business of approximately 25%, with the remainder from last year's acquisition. The operating profit is also stated after one-off IT costs relating to the acquisition of £1.4m. Adjusting the operating profit for these costs gives an improved operating margin of 2.3% (2007: 1.8%). 


Infrastructure Services also strengthened its market position through last year's acquisition and it is now a market leader in the water, tunnelling, transport and utilities sectors. This leadership has contributed to its success in securing, as part of the Interlink joint venture, a share of the £445m M74 completion project, Scotland's largest ever road construction scheme, and delivering the BAA infrastructure and pavement works at Heathrow in the first half of 2008.  


The order book at the end of June was £1.8bn (2007: £1.5bn) with the outlook for the infrastructure market remaining positive.


Affordable Housing


The refurbishment and new build social housing sectors, which now account for 90% of the division's revenue for the first half of this year, remain healthy underpinned by the Government's Decent Homes programme and funding to the Housing Corporation. The division strengthened its position in these sectors in the first half of the year, in particular securing Decent Homes contracts at Dudley, West Midlands valued at £11m, and in North Warwickshire valued at £12m as well as being appointed development partner by Hounslow Homes for a £53m contract to build 350 new homes for rent and shared ownership. 


In recent months, however, the division's open market house sales have been increasingly impacted by the availability of mortgages. Therefore, despite the growth of its revenue from social housing, overall the division delivered a reduced operating profit of £8.8m (2007: £11.5m) on revenue of £176m (2007: £192m) achieving an operating margin of 5.0% (2007: 6.0%).  


The order book at the end of June was £1.4bn (2007: £1.5bn). The outlook for social housing in the UK remains positive albeit, as previously announced, we expect the division to continue to be impacted during the remainder of 2008 and in 2009 by the downturn in open market house sales. To mitigate the effects of this downturn the division is successfully increasing its focus on refurbishment and new build social housing, reducing production costs and selling units designated for open market sale to housing associations.  


Urban Regeneration


Urban Regeneration performed in line with management's expectations over the first six months of 2008 delivering operating profit, including share of joint ventures, of £5.6m on revenue of £45m. The division, which was acquired last year, gives the Group a leading mixed use property development and urban regeneration business with interests in 30 long-term regeneration projects. Its share of the project pipeline is valued at £1.1bn and it has a share in four further projects currently at preferred bidder stage, valued at an additional £1.0bn.


The division is responding to the recent slowdown of the commercial property market by revisiting existing plans and rephasing developments to ensure it is best placed to take full advantage when the market improves. Although the recent softening of the commercial and residential property sectors means the short-term outlook for the division is subdued, the Group remains of the view that mixed use development is central to the regeneration of urban communities in areas of social and economic deprivation and will be a major opportunity in the long-term.  


Financial review and principal risks


Revenue for the six months to 30 June 2008 increased by 48% to £1.24bn (2007: £0.84bn). This increase is due to the impact of the acquisition in July 2007 as well as organic growth at Infrastructure Services and Construction offset by a fall in revenue from Fit Out and Affordable Housing. Overall underlying revenue increased by 4% with the remaining growth contributed by the businesses acquired.


Group profit from operations prior to the amortisation of intangible assets increased by 30% to £30.8m (2007: £23.7m). The operating margin was 2.5% (2007: 2.8%) reflecting the change in the mix of the business with a shift in revenue away from our higher margin divisions. The increase in the profit from operations was driven by the acquisition with underlying profitability being broadly flat year-on-year; increased profit as a result of organic growth at Construction and Infrastructure Services being offset by a decline in profit from Fit Out and Affordable Housing. The cost of Group Activities was broadly similar to that for the same period last year.


Net finance income was £2.3m (2007: £1.5m) reflecting the higher level of average cash over the period of £95m (2007: £39m). Profit before tax and amortisation of intangible assets of £33.1m was 31% ahead of last year's £25.2m. The income tax expense was £7.5m (2007: £7.9m), lower than the same period last year, reflecting the lower headline rate and an increase in the operating profit derived from joint ventures, which is stated after tax. Profit after tax was £21.1m (2007: £17.3m). Shareholders' equity increased to £176.8m (2007: £154.1m).

 

The average cash for the period was £95m (2007: £39m) and the cash at 30 June 2008 was £98m (2007: £62m). This reflects operating profitability and corresponding strength in operating cash flow over the past twelve months. During the period the Group renewed the £25m, 364-day revolving facility for a further twelve months to June 2009. In addition to its cash resources the Group has in total £75m of committed bank facilities and a £10m overdraft facility.

 

Related party transactions for the period are disclosed in note 11 to the financial statements following this report.

 

The directors consider that the key risks which may have a material impact on the Group's performance in the remaining six months of the financial year are unchanged from those detailed in the 2007 annual report and accounts. these include but are not limited to; the ability to attract, develop and retain talented employess, safe operation as a construction business, market related risks, contract related risks and acquisition related risks.



Outlook


As previously announced, for the remainder of 2008 and 2009 we expect the strength in the infrastructure sector and the weakness in the commercial property and open market housing sectors to continue.


Against this market backdrop, the Group remains firmly on course to achieve its targets for 2008 and beyond. Strategically it is better placed than ever, with all of its businesses having further developed their market positions and with the addition of a leading mixed use regeneration business during the past year. Our confidence is reflected in our forward order book, which now stands at £4.2bn (2007: £4.1bn) and in our strong net cash position of £98m (2007: £62m).



Forward-looking statements


This interim report has been prepared solely to assist shareholders to assess the Board's strategies and their potential to succeed. It should not be relied on by any other party for other purposes.   Forward-looking statements have been made by the directors in good faith using information available up until the date on which they approved the interim report.   Forward-looking statements should be regarded with caution because of the inherent uncertainties in economic trends and business risks.





  Morgan Sindall plc

Interim financial statements for the six months to 30 June 2008


Consolidated income statement
for 
the six months to 30 June 2008 (unaudited)





Unaudited
six months to
30 June 2008

£m

Unaudited
six months to 
30 June 2007
£
m


Year ended
31 December 
2007
£m

Continuing operations




Revenue (note 4)

1,238.5

836.1

2,114.6

Cost of sales

(1,115.3)

(744.1)

(1,892.9)

Gross profit

123.2

92.0

221.7

Other administrative expenses

(95.9)

(67.9)

(168.4)

Amortisation of intangible assets

(4.5)

-

(4.5)

Total administrative expenses

(100.4)

(67.9)

(172.9)

Share of net profit/(loss) of equity accounted joint ventures

3.5

(0.4)

4.7

Profit from operations

26.3

23.7

53.5

Finance income

4.5

3.0

8.5

Finance expense

(2.2)

(1.5)

(4.4)

Net finance income

2.3

1.5

4.1

Profit before income tax expense

28.6

25.2

57.6

Income tax expense (note 5)

(7.5)

(7.9)

(18.2)

Profit for the period attributable to equity holders of the parent company

21.1

17.3

39.4

There are no discontinued activities in either the current or comparative periods.


Earnings per share




From continuing operations




Basic (note 7)

50.1p

41.1p

93.8p

Diluted (note 7)

49.4p

40.1p

91.7p

  Morgan Sindall plc

Interim financial statements for the six months to 30 June 2008


Consolidated balance sheet
at 30 June 2008 (unaudited)




Unaudited
30 June 2008

£
m

Unaudited
30 June 2007

£
m

Restated
31 December 
2007
£
m

Non current assets




Property, plant and equipment

26.4

18.8

23.8

Goodwill

183.3

72.7

183.3

Other intangible assets

28.0

-

32.5

Investments in equity accounted joint ventures

46.7

10.8

38.1

Investments

0.1

0.1

0.1

Deferred tax assets

5.5

3.6

5.0


290.0

106.0

282.8

Current assets




Inventories

176.4

92.5

128.8

Amounts recoverable on construction contracts

277.3

210.8

209.1

Trade and other receivables

267.2

150.1

238.3

Cash and cash equivalents

98.3

62.4

218.9


819.2

515.8

795.1

Total assets

1,109.2

621.8

1,077.9





Current liabilities




Trade and other payables

(839.8)

(417.4)

(814.1)

Amounts received in advance on
   construction contracts

(66.7)

(36.3)

(67.4)

Current tax liabilities

(7.4)

(6.6)

(10.6)

Finance lease liabilities

(3.6)

(1.5)

(1.4)


(917.5)

(461.8)

(893.5)

Net current (liabilities)/assets

(98.3)

54.0

(98.4)

Non current liabilities




Trade and other payables

(10.9)

-

(12.2)

Retirement benefit obligation

(2.6)

(2.8)

(3.3)

Finance lease liabilities

(1.4)

(3.1)

(3.2)


(14.9)

(5.9)

(18.7)

Total liabilities

(932.4)

(467.7)

(912.2)

Net assets

176.8

154.1

165.7





Equity




Share capital

2.2

2.1

2.1

Share premium account

26.5

26.2

26.3

Capital redemption reserve

0.6

0.6

0.6

Own shares

(7.2)

(4.7)

(5.5)

Hedging reserve

0.1

2.9

(2.2)

Retained earnings

154.6

127.0

144.4

Total equity

176.8

154.1

165.7

  Morgan Sindall plc

Interim financial statements for the six months to 30 June 2008


Consolidated cash flow statement
for the six months to 30 June 2008
 (unaudited)





Unaudited
six months to
30 June 2008

£
m

Unaudited
six months to 30 June 2007
£
m


Year ended

31 December 2007
£
m

Net cash (outflow)/inflow from operating activities (note 9)

(103.3)

(19.2)

158.1

Cash flows from investing activities




Interest received

4.6

2.9

8.4

Proceeds on disposal of property, plant and  equipment

0.2

0.1

0.6

Purchases of property, plant and equipment

(4.1)

(3.6)

(8.0)

Payments to acquire interests in joint ventures

(2.8)

(2.4)

(5.0)

Payments for the acquisition of subsidiary 

-

-

(25.5)

Net cash acquired on acquisition of subsidiary

-

-

14.2

Net cash outflow from investing activities

(2.1)

(3.0)

(15.3)

Cash flows from financing activities




Payments to acquire own shares

(1.7)

(1.3)

(2.1)

Dividends paid

(11.9)

(8.4)

(12.6)

Repayment of obligations under finance leases

(1.9)

(1.1)

(4.7)

Proceeds on issue of share capital

0.3

-

0.1

Net cash outflow from financing activities

(15.2)

(10.8)

(19.3)





Net (decrease)/increase in cash and cash equivalents during the period

(120.6)

(33.0)

123.5





Cash and cash equivalents at beginning of period

218.9

95.4

95.4

Cash and cash equivalents at end of period

98.3

62.4

218.9

  Morgan Sindall plc

Interim financial statements for the six months to 30 June 2008


Consolidated statement of recognised income and expense
for the six months to 30 June 2008
 (unaudited)





Unaudited
six months to
30 June 2008

£
m

Unaudited
six months to 
30 June 2007
£
m


Year ended
31 December
 2007
£
m





Actuarial gains/(losses) arising on defined benefit plan

0.5

(0.3)

(0.9)

Deferred tax on defined benefit plan liabilities recognised directly in equity

(0.1)

-

0.3

Movement in cash flow hedges in equity accounted joint ventures

2.3

3.7

(1.4)

Net income/(expense) recognised directly in equity

2.7

3.4

(2.0)

Profit for the period

21.1

17.3

39.4

Total recognised income and expense attributable to equity holders of the parent company

23.8

20.7

37.4


 

 

Morgan Sindall plc
Interim financial statements for the six months to 30 June 2008

 
Notes to the interim financial statements (unaudited)

 
 
1       Basis of preparation and significant accounting policies
 
General information
The results for the half years ended 30 June 2008 and 2007 and the balance sheets as at those dates have not been audited and do not constitute statutory accounts. The financial information for the year ended 31 December 2007 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor’s report on those accounts was not qualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985.
 
Statement of compliance
The condensed set of financial statements included in this interim report has been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as adopted by the European Union and the Disclosure and Transparency Rules of the Financial Services Authority.
 
Accounting policies
The same accounting policies and methods of computation are followed in these condensed set of financial statements as applied in the Group’s latest annual report and accounts for the year ended 31 December 2007.
 
At the date of authorisation of these financial statements, IFRS 8 ‘Operating Segments’ was in issue but not yet effective and has not been applied in these interim financial statements. The directors anticipate that the adoption of this standard in future periods will have no material impact on the financial statements of the Group except for additional disclosures in relation to IFRS 8.
 
 
2       Restatement of comparative balances
 
As was stated in note 23 on page 76 of the 2007 annual Rreport and accounts, the fair value adjustments arising on the acquisition of Amec Developments Limited and certain assets and business carried on by Amec Investments Limited and the assets, liabilities and contracts relating to the Design and Project Services division of Amec plc were provisional and subject to finalisation in accordance with IFRS 3 ‘Business Combinations’.
 
The fair value exercise has now been completed and the final acquisition balance sheet and related fair value adjustments are disclosed in note 10 of these interim financial statements.
 
In accordance with IFRS 3 ‘Business Combinations’ the affected financial statement balances have been restated. None of the restatements have had an impact on gross profit, profit from operations or net assets. There was no impact on recognised income or expense as stated.
 
 
3       Seasonality
 
The Group’s Fit Out, Construction, Infrastructure Services, Affordable Housing and Urban Regeneration activities are generally not subject to significant seasonal variation.


 

 
4       Analysis of revenue and profit from business segments
 
For management purposes, the Group is organised into five operating divisions: Fit Out, Construction, Infrastructure Services, Affordable Housing and Urban Regeneration. The divisions are the basis on which the Group reports its primary segment information. Segment information about the Group’s continuing operations is presented below:

 

 
Unaudited for the six months to 30 June 2008
 
 
Fit Out
£m
Construction
£m
Infrastructure Services
£m
Affordable Housing
£m
Urban Regeneration
£m
Group Activities
£m
Total
£m
Revenue
204.5
417.7
394.8
175.8
45.1
0.6
1,238.5
Operating profit before amortisation
11.5
4.1
7.6
8.8
2.7
(7.4)
27.3
Share of results of associates and joint ventures after tax
-
-
-
-
2.9
0.6
3.5
Profit from operations
before amortisation
11.5
4.1
7.6
8.8
5.6
(6.8)
30.8
Amortisation of intangible assets
-
(1.0)
(0.4)
-
(3.1)
-
(4.5)
Profit from operations
11.5
3.1
7.2
8.8
2.5
(6.8)
26.3
Net finance income
 
 
 
 
 
 
2.3
Profit before tax
 
 
 
 
 
 
28.6
 
 

 
Unaudited for the six months to 30 June 2007
 
 
Fit Out
£m
Construction
£m
Infrastructure Services
£m
Affordable Housing
£m
Urban Regeneration
£m
Group Activities
£m
Total
£m
Revenue
225.0
199.0
220.5
191.6
-
-
836.1
Operating profit
before amortisation
12.4
2.2
4.0
11.5
-
(6.0)
24.1
Share of results of associates and joint ventures after tax
-
-
-
-
-
(0.4)
(0.4)
Profit from operations
before amortisation
12.4
2.2
4.0
11.5
-
(6.4)
23.7
Amortisation of intangible assets
-
-
-
-
-
-
-
Profit from operations
12.4
2.2
4.0
11.5
-
(6.4)
23.7
Net finance income
 
 
 
 
 
 
1.5
Profit before tax
 
 
 
 
 
 
25.2
 
 
 
 
4                    Analysis of revenue and profit from business segments (continued)
 


 
Year ended 31 December 2007
 
 
Fit Out
£m
Construction
£m
Infrastructure Services
£m
Affordable Housing
£m
Urban Regeneration
£m
Group Activities
£m
Total
£m
Revenue
491.7
621.4
575.4
398.0
25.9
2.2
2,114.6
Operating profit
before amortisation
25.9
4.9
10.6
25.5
0.9
(14.5)
53.3
Share of results of associates and joint ventures after tax
-
-
-
-
3.3
1.4
4.7
Profit from operations
before amortisation
25.9
4.9
10.6
25.5
4.2
(13.1)
58.0
Amortisation of intangible assets
-
(1.0)
(0.3)
-
(3.2)
-
(4.5)
   Profit from operations
25.9
3.9
10.3
25.5
1.0
(13.1)
53.5
   Net finance income
 
 
 
 
 
 
4.1
   Profit before tax
 
 
 
 
 
 
57.6
 
 
5       Income tax expense
 

 
Unaudited
six months to 30 June
Year ended
 
2008
£m
2007
£m
31 December 2007
£m
Current tax expense
 
 
 
UK corporation tax
7.6
7.8
19.7
Adjustment in respect of prior years
0.2
-
0.3
 
7.8
7.8
20.0
Deferred tax expense
 
 
 
Current year
(0.3)
0.1
(0.1)
Adjustment in respect of prior years
-
-
(1.7)
 
(0.3)
0.1
(1.8)
 
 
 
 
Total income tax expense
7.5
7.9
18.2
Income tax for the six month period is charged at 30% (2007: 31%), being the estimated annual effective tax rate expected for the full financial year, applied to the profit before income tax expense excluding the share of net profit/loss of equity accounted joint ventures for the six month period (which are stated net of income tax).
 


 

 
6       Dividends
 

 
Unaudited
Six months to 30 June
 
Year ended
 
2008
£m
2007
£m
31 December 2007
£m
 
 
 
 
Final dividend for the year ended 31 December 2007
    of 28.0p (2006: 20.0p) per share
11.9
8.4
8.4
 
 
 
 
Proposed interim dividend for the period to 30 June 2008
of 12.0p (2007: 10.0p) per share
5.2
4.2
4.2
 
The interim dividend was approved by the Board on 4 August 2008 and has not been included as a liability at 30 June 2008.
 
The interim dividend of 12.0p (2007: 10.0p) per share will be paid on 12 September 2008 to shareholders on the register at 15 August 2008. The ex-dividend date will be 13 August 2008.


 

 
7       Earnings per share
 
There are no discontinued operations in either the current or comparative periods.
 
The calculation of the basic and diluted earnings per share is based on the following data:
 

 
Unaudited
six months to 30 June
Year ended
Earnings
2008
£m
2007
£m
31 December 2007
£m
Earnings before taxation
28.6
25.2
57.6
Deduct: taxation expense per income statement
(7.5)
(7.9)
(18.2)
Earnings for the purpose of basic and dilutive earnings per share being net profit attributable to equity holders of the parent company
 
21.1
 
17.3
 
39.4
Add back: amortisation expense
4.5
-
4.5
Earnings for the purposes of basic and dilutive earnings per share adjusted for amortisation expense
 
25.6
 
17.3
 
43.9
 
 

 
Unaudited
six months to 30 June
 
Year ended
Number of shares
2008
No.
000s
2007
No. ’000s
31 December 2007
No. ’000s
Weighted average number of ordinary shares for the purposes of basic earnings per share
 
42,095
 
42,003
 
41,989
Effect of dilutive potential ordinary shares:
 
 
 
Share options
355
867
720
Conditional shares not vested
196
179
239
Weighted average number of ordinary shares for the purposes of diluted earnings per share
42,646
43,049
42,948
 
 

 
Unaudited
six months to 30 June
Year ended
 
2008
pence
2007
pence
31 December 2007
pence
Basic and diluted earnings per share
 
 
 
Basic earnings per share
50.1p
41.1p
93.8p
Diluted earnings per share
49.4p
40.1p
91.7p
Basic and diluted earnings per share adjusted for amortisation
 
 
 
Basic earnings per share
60.9p
41.1p
104.5p
Diluted earnings per share
60.1p
40.1p
102.2p


 
8                    Statement of changes in total equity
 

 
Unaudited
six months to 30 June
Year ended
 
2008
£m
2007
£m
31 December 2007
£m
 
 
 
 
Balance at beginning of the period
165.7
141.9
141.9
Total recognised income and expense
23.8
20.7
37.4
Final dividend for 2007
(11.9)
(8.4)
(8.4)
Interim dividend
-
-
(4.2)
Share-based payments
1.1
1.2
1.7
Issue of shares at a premium
0.3
-
0.1
Exercise of share options
0.4
-
-
Deferred tax on share based payments
0.3
-
(0.7)
Own shares acquired
(1.7)
(1.3)
(2.1)
Share award under long term incentive plan
(1.2)
-
-
Balance at end of the period
176.8
154.1
165.7
 
 
9       Reconciliation of profit from operations to net cash from operating activities
 

 
Unaudited
six months to 30 June
Year ended
 
2008
£m
2007
£m
31 December 2007
£m
Cash flows from operating activities
 
 
 
Profit from operations for the period
26.3
23.7
53.5
Adjusted for:
 
 
 
Amortisation of intangible assets
4.5
-
4.5
Share of results of joint ventures
(3.5)
0.4
(4.7)
Depreciation of property, plant and equipment
3.5
2.8
6.3
Expense in respect of share options
0.3
1.2
1.7
Defined benefit pension payment
(0.3)
(0.1)
(0.2)
Defined benefit pension charge
0.1
0.1
0.1
(Gain)/loss on disposal of property, plant and equipment
(0.1)
0.4
1.2
Operating cash flows before movements in working capital
30.8
28.5
62.4
Increase in inventories
(47.6)
(5.7)
(10.4)
Increase in receivables
(97.2)
(79.8)
(33.3)
Increase in payables
23.7
46.8
159.2
Cash (absorbed by)/generated by operations
(90.3)
(10.2)
177.9
Income taxes paid
(11.0)
(7.6)
(15.8)
Interest paid
(2.0)
(1.4)
(4.0)
Net cash (outflow)/inflow from operating activities
(103.3)
(19.2)
158.1
 
During the period, the Group acquired property, plant and equipment with an aggregate cost of £5.3m of which £1.2m was acquired by means of finance leases. Cash payments of £4.1m were made to purchase property, plant and equipment.
 
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with a maturity of three months or less.


 

 
10     Final acquisition balance sheet
 
On 27 July 2007 the Group acquired Amec Developments Limited and certain assets and business carried on by Amec Investments Limited and the assets, liabilities and contracts relating to the Design and Project Services (‘DPS’) division of Amec plc, save for certain excluded assets and liabilities.
 
On page 76 of the 2007 annual report and accounts, the provisional fair values of the net assets and goodwill acquired were reported. The Group has since completed the fair value exercise as announced on 1 July 2008. This has lead to further adjustments of £60.5m. The final fair values are as follows:
 

 
 
 
£m
Purchase consideration:
 
 
 
Cash paid
 
 
23.7
Costs directly attributable to the acquisition
 
 
1.8
Total purchase consideration
 
 
25.5
Net liabilities acquired
 
 
(85.1)
Goodwill
 
 
110.6
 
 

 
Acquiree's carrying amount
£m
Provisional fair value adjustments made 31 December 2007
£m
Final fair value adjustments made 30 June 2008
£m
Fair value
30 June 2008
£m
Cash and cash equivalents
14.2
-
-
14.2
Intangible fixed assets:
 
 
 
 
Secured customer contracts
-
3.1
1.1
4.2
Other contracts and related relationships
-
30.7
(3.8)
26.9
Software
-
0.9
-
0.9
Non-compete agreement
-
5.0
-
5.0
Tangible fixed assets
2.0
0.2
(0.2)
2.0
Investments in joint ventures and associates
28.7
(4.2)
-
24.5
Working capital
(68.2)
(37.0)
(57.6)
(162.8)
Net liabilities acquired
(23.3)
(1.3)
(60.5)
(85.1)
 
 
 
 
 
Purchase consideration settled in cash
 
 
 
23.7
Directly attributable acquisition costs
 
 
 
1.8
Cash and cash equivalents acquired
 
 
 
(14.2)
Cash outflow on acquisition
 
 
 
11.3


 

 
11     Related party transactions
 
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its joint ventures are disclosed below and are unsecured and will be paid in cash. Other than construction related performance guarantees given in the ordinary course of business, no guarantees have been given or received and there is no provision for impairment in respect of the amounts owed by related parties.
 
Trading transactions
During the period, Group companies entered into the following significant transactions with related parties. Transactions and amounts owed in the period are as follows:

Six months to 30 June 2008
Provision of goods and services
£m
Amounts owed by/(owing to) related parties
£m
Community Solutions for Primary Care (Holdings) Limited
26.3
5.4
Lingley Mere Business Park Development Company Limited
13.6
(4.5)
Ician Developments Limited
13.2
-
PFF Dorset Limited
12.3
1.4
 
 

Six months to 30 June 2007
Provision of goods and services
£m
Amounts owed by/(owing to) related parties
£m
Community Solutions for Primary Care (Holdings) Limited
5.0
0.5
Morgan Sindall Investments (3PD) Limited
1.7
0.1
 
 

Year ended 31 December 2007
Provision of goods and services
£m
Amounts owed by/(owing to) related parties
£m
Community Solutions for Primary Care (Holdings) Limited
7.7
0.8
The Compendium Group Limited
2.2
-
Eurocentral Partnership Limited
11.3
-
Lingley Mere Business Park Development Company Limited
2.6
(6.5)
Bromley Park Limited
8.2
(5.9)
PFF Dorset Limited
9.5
2.4
 
 
 
12     Contingent liabilities
 
Group banking facilities and surety bond facilities are supported by cross guarantees given by the Company and participating companies in the Group. There are contingent liabilities in respect of bonds, guarantees and claims under contracting and other arrangements, including joint arrangements and joint ventures entered into in the normal course of business.
 
On 17 April 2008 the Office of Fair Trading (OFT) issued a Statement of Objections to the Company together with a number of construction companies in England in connection with its investigation into alleged infringements of UK Competition law in the sector. The Company has co-operated with the OFT's investigation under the OFT's leniency policy and, as a result, has been provisionally granted a reduction in any penalty which the OFT might ultimately impose, however, the directors remain unable to estimate the size of any potential liability and as a result no provision has been made in these interim financial statements.
 
 
 
 
Responsibility statement
 
The directors confirm that the interim report includes a fair review of the information required by FSA Disclosure and Transparency Rules 4.2.7 and 4.2.8.
 
The directors also confirm that the condensed set of financial statements for the six months to 30 June 2008 have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as adopted by the European Union.
By order of the Board
 
Paul Smith                                                                                                                                  David Mulligan
Chief Executive                                                                                                                         Finance Director
 
4 August 2008
 
 
 

 

 


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