Final Results

Severfield-Rowen PLC 31 March 2004 31 March 2004 2003 Full Year Results Severfield-Rowen Plc, the market leading structural steel group, announces its full year results to 31 December 2003. Financial Headlines • Turnover up 8.1% to £170.2m (2002: £157.4m) • Group operating profit up 21.2% to £9.3m (2002: £7.7m) • Group operating margins improved to 5.48% (2002: 4.89%) • Basic earnings per share up 21.5% to 30.48p (2002: 25.08p) • Dividend increased 21.4% to 17.0p per share (2002:14.0p) • Strong financial position at year end with nil gearing and gross cash balances of £17.2m (2002: £11.4m) Operational Headlines • All core businesses performing profitably • Rowen rationalisation and re-focusing completed successfully • Significant Heathrow, Terminal 5 contract progressing well • Success of plate and paint lines continues with new second paint line built and operational during year. Outlook • Heathrow, Terminal 5 project continues through to 2006 giving a bedrock of work for the Group • Excellent order book of £180 million including the recent significant contract award for the Arsenal Football Stadium. Commenting on the results, Peter Levine, Chairman said: 'The Group's results for 2003, which are slightly ahead of the Board's expectations, demonstrate a significantly improved profitability over the previous year, all the more notable taking into account the 2003 downturn in the London commercial property market and overall uncertain economic environment. The year has begun in line with our expectations and, whilst the industry remains very competitive, the Board is looking forward to the remainder of the year with confidence'. Enquiries Severfield-Rowen plc Peter Levine, Chairman 01132 469 993 and 07802 312249 Peter Davison, Finance Director 01845 577 896 Financial Dynamics Peter Otero 020 7831 3113 CHAIRMAN'S STATEMENT Introduction The Group's results for 2003, which are slightly ahead of expectations, demonstrate a significantly improved profitability over the previous year and emphasise its market leading position. The Group's figures are all the more notable taking into account the downturn in the London commercial property market and the uncertain economic environment of 2003. The already strong financial position of the Group, further enhanced by these results, places the Group at a demonstrable advantage over its peers in its market place. This is reflected in the recent award of the major structural steel package for the new Arsenal Football Stadium. All core businesses of the Group performed profitably with the rationalisation and re-focusing of Rowen early in the year being completed smoothly. The results include £640,000 of redundancy costs at Rowen. Though the industry remains competitive, the Directors view 2004 with confidence. Overview In 2003 the Group improved operating profits to £9.3m (2002: £7.7m) on an increased turnover of £170.2m (2002: £157.4m). Profit before tax, after associated company losses, was £9.1m (2002: £7.5m) producing, after the tax charge of £3.0m (2002 £2.5m), increased earnings per share of 30.5p (2002: 25.1p). The Group's financial position goes from strength to strength. Net assets increased to £40.7m (2002: £37.7m). With strong year end cash balances of £17.2m, despite capital expenditure out of cash flow of £6.5m (2002: £8.9m), the Group has no gearing. The major contract at Heathrow, Terminal 5 played a material role in providing a bedrock of work for the Group, allowing the Group to concentrate on greater value added and higher margin work. For the industry as a whole, 2003 was a year of continued challenges and margin pressure. This was highlighted by the downturn in the London commercial property market, traditionally a significant market for the sector. It is, however, a reflection of the Group's leading market and financial position that real progress has been made over 2002. Once again each one of our core subsidiaries contributed positively to the Group results, these being Severfield-Reeve Structures based in Dalton, North Yorkshire, Rowen Structures based near Nottingham and Watson Steel Structures based near Bolton, Lancashire. Severfield-Reeve Structures continued to perform very well, further underlining its deserved reputation as the premier fabricator in the UK where its Dalton site sets the standards for the industry as a whole. The Fabsec plate line and the intumescent paint line, now supplemented by a new second paint line, give range and depth to the Group's products and contributed significantly to value added performance. Watson Steel Structures contributed to profitability ahead of expectations following the successful completion of its modernisation and upgrading programme. Rowen Structures returned profits for the year despite the rationalisation and re-focusing at the beginning of 2003 which saw redundancy costs of £640,000. It has now been successfully re-engineered as a specialist steel contractor and is performing a good service in that regard including fabrication of steel staircases for Heathrow, Terminal 5. Dividend Reflecting the Board's confidence in the future of the Group and its strong financial position, the Board is pleased to increase the full year dividend to 17.0 p per share, which is covered 1.8 times by earnings. The final dividend of 10.75p per share (2002: 8.75p) is payable on 8 June 2004 to shareholders on the register on 14 May 2004. Directors Remuneration, Proposed new Share Strategy Plan and Annual Bonus Scheme Following a thorough review of remuneration for the Executive Directors undertaken with the benefit of independent expert advice, the Remuneration Committee has concluded that a Share Matching Plan combined with a new Annual Bonus Scheme should replace the existing Scheme. The new proposals will be put forward for approval by the Shareholders at the forthcoming Annual General Meeting to be held on 4 June 2004 and whilst fuller details will be set out in the Remuneration Report in the Annual Report, the proposals are in line with best practice and, in particular, the Combined Code requirements as well as the guidelines set out by the Association of British Insurers. Nomination Committee To complement the existing Audit and Remuneration Committees of the Group, the Company has constituted a Nomination Committee, the majority of whose members are independent non-executive directors. The principal task of the Committee will be to deal with key appointments and related employment issues. Outlook The Group's current expectations are for a year of continual progress underpinned by the outstanding order book of £180 million. The Board is resolved to continue its policy of carefully managed growth and prudent use of resources combined with focused capital investment with a particular emphasis on new value added areas of the business to enhance Group margins. It is particularly gratifying to recognise the strength, expertise and loyalty of the Group's management and workforce. Without them the Group could not achieve the Board's aim of maintaining the reputation of Severfield-Rowen as a centre of excellence for the industry. The year has begun in line with our expectations and whilst the industry remains very competitive, the Board is looking forward to the remainder of the year with confidence. Peter Levine Chairman OPERATIONAL REVIEW Core Business Overview The core businesses of the Group in 2003, Severfield-Reeve Structures, Watson Steel Structures and Rowen Structures, continued to trade profitably despite the challenging market conditions. When viewed in the context of the industry as a whole, and the downturn in the London commercial property market, the results are particularly noteworthy. Severfield-Reeve Structures The business continued to enhance its reputation with a number of contracts undertaken in a wide variety of areas and on a number of projects, including: • Rolls-Royce building in Glasgow for the manufacture of turbine blades • Two large office developments in Manchester - Hardman Boulevard and Spinningfields • Power station in Spalding, Lincolnshire • Office development in Belgravia • New waste treatment facility at Arsenal, North London • State-of -the-art music, performing arts and media centre at Newcastle College • New Sainsbury in Belfast, Northern Ireland • New warehouse for Pirelli tyres, Carlisle • Multi storey car park at the world famous Addenbrookes Hospital, Cambridge • Two storey office development for the Inland Revenue at Longbenton, Newcastle • Retail and car park development at Fremlin Walk, Maidstone The current year has commenced in line with expectations. Apart from the Heathrow, Terminal 5 project for BAA where the work is divided as appropriate between our Group companies, new contracts for Severfield-Reeve Structures include: • Twelve storey commercial development on the old Spitalfields market site, London • Three super hangars for the Integrated Aircraft Maintenance Facility at RAF St. Athan, Vale of Glamorgan near Cardiff • New Withington Diagnostic and Treatment Centre Hospital, for the NHS, South Manchester • Six storey retail development and transport interchange in Doncaster city centre, South Yorkshire • Specialist development of oil pipeline carrying racks on Sakhalin Island, Russian Federation • New Hospital development at Blackburn Hospital, Lancashire • Redevelopment of the Oval cricket ground's Vauxhall End stand , South London • Three storey retail development in the centre of Hemel Hempstead During the year a second intumescent paint line was constructed and contributed to profitability. Focused capital investment and constant monitoring of overheads continue to be made to ensure that our market leadership and production efficiencies are maintained and that the business is kept cost efficient and competitive. Yet again the plate and intumescent paint lines continued to exceed the Board's expectations and are representative of the Group's market innovation. The fire engineered beam is continuing to be developed. Rowen Structures The year saw Rowen re-engineered and re-focused as a specialist steelworker capable of manufacturing value added products for the Group. However, importantly for the Group, the valuable expertise that Rowen's employees have developed in key areas such as airport work has been retained and this specialist expertise is vital to the Heathrow, Terminal 5 contract and other work for BAA. The contracts undertaken by Rowen in 2003 included: • Redevelopment of the old Westminster Hospital into luxury flats • Heathrow Terminal 1 eastern extension baggage hall • Heathrow Terminal 3 Pier 5 segregation • Gatwick Pier 2 South Terminal segregation • Gatwick pier connector between Pier 3 and existing terminal Contracts ongoing for 2004 include several projects for BAA at various UK airports. Watson Steel Structures During 2003 a further £900,000 was invested in buildings and plant and machinery to improve the production process. Results for the second full year of ownership of Watson were excellent in the context that the business, together with its valuable freehold land and buildings, had been purchased for a total of £2.5 million in late 2001. The expertise of its workforce is renowned in the industry and Watson is invariably in contention where complex and heavily engineered structures are required. Contracts performed in 2003 included: • Extension to St. Pancras station roof - for the Channel Tunnel Rail Link • Elevated roadway - new access roadway for Dover docks • Cheltenham Racecourse - multi-functional arena building • Gogaburn Bridge, Edinburgh - access to new Royal Bank of Scotland HQ New contracts for 2004 include: • Channel Tunnel rail link works at St. Pancras station, London • Arsenal Football Club Stadium and link bridges • BAE fuel test facility at Filton, Bristol • Gatwick Airport, Pier 6 connector, the world's longest over airport pedestrian bridge • Stratford and Ebbsfleet railway stations, London - for the Channel Tunnel rail link • Ongoing works at Heathrow Airport, Terminal 5 for BAA plc. With a full workload for 2004 Watson is on course for another successful year. Steelcraft Erection Services During 2003 Steelcraft continued to provide invaluable support to the Group and remains an integral part of the Group's success. Whilst dedicated to providing services only to the Group, Steelcraft is believed to be the largest single structural steel erection business in the UK. Severfield-Reeve Projects Although the results in 2003 for this non-core subsidiary, by its previous high standards, proved slightly disappointing principally due to the volume of work actually performed, indications are that work already secured for 2004 will enable it to have a substantially better year. Organisational changes have recently been made to give added responsibility to the company's senior management with the intention of increasing motivation, personal performance and profitability. The directors of Severfield-Rowen Projects are optimistic about the coming year and are confident that the company will continue to provide the Group with an ongoing profitable and reliable service. Severfield-Reeve International Our International subsidiary, which also looks after our Power and Petrochemical projects, both at home and overseas, continues to progress. We have successfully completed two projects in the year, these being a Power Plant in Spalding and a Chemical Process Plant in Hull. We were also awarded a significant Oil and Gas project for Sakhalin Island, the Russian Federation, which will be completed in the coming year. Whilst the international market remains difficult given the continued strength of sterling, we are confident that further opportunities will arise in the near future. Conclusion The Group remains the clear market leader, with each of our three core subsidiaries and their range of expertise and production being highly regarded within the industry. The Group has put in place a solid platform for success in the medium to long term and this is demonstrated by these results. The excellent order book of the Group, including the ongoing Heathrow, Terminal 5 contract, reinforces its unrivalled position in an industry which overall is expected to continue to face competitive pressures over the short to medium term. As ever, our efforts for 2004 remain focused on providing the best returns for our shareholders. This includes continuing with our efforts to ensure effective management control and efficiencies within our Group, whilst delivering to our customers the level of quality, service and commitment which they expect from the industry's market leader. John Severs Managing Director Financial Review Overview The Group's results for the year ended 31 December 2003 show a profit before tax of £9.12 million on turnover of £170.15 million, increases of 21.3% and 8.1% respectively over that achieved in the previous year. This is an exceptional result in view of the uncertain conditions affecting our market place and is slightly ahead of market and management expectations. The Group has continued to strengthen its position as the market leader in terms of financial efficiency and productivity performance. The basic earnings per share are 30.48p, an increase of 21.5% over 2002. Consequently, it is recommended that the total dividend for the year be increased by 21.4% to 17.0p per share, giving a dividend cover of 1.8 times. It is particularly pleasing that the year ended with the Group having a gross cash balance of almost £17.2 million and with no gearing. Net assets increased by 7.7% to £40.7 million. Operating Profit The Group's operating profit increased by 21.2% to £9.32 million with operating margins increasing to 5.48% from the 4.89% achieved in 2002. In 2002 the Group's results first incorporated those of its two associated companies, Kennedy Watts Partnership Limited and Fabsec Limited, of which the Group owns 25.1% and 25% respectively. In 2003 the Group's share of these two companies' results amounted to a net operating loss of £142,000 thereby reducing the total profit before tax of the Group, after a net interest charge for the Group of £56,000, to £9.12 million, an increase of 21.3% over the previous year. These results are also affected by a one-off charge in the first half of the year of £640,000 in relation to redundancy costs at Rowen Structures Limited as a consequence of its rationalisation and re-focusing at that time. Taxation The tax charge of £2.96 million represents an effective tax rate of 32.45% on pre-tax profits for the year compared with 33.20% in the previous year. These effective rates are higher than the prevailing rate of 30% due to the adjustments made in respect of disallowable expenditure incurred during the year. In addition, no tax relief has been recognised in respect of the continuing losses incurred by Fabsec Limited. Earnings Per Share Basic earnings per share is 30.48p, an increase of 21.5% over the previous year. This calculation is based on the profit after taxation of £6,161,000 and 20,210,711 ordinary shares, being the weighted average of the number of shares in issue during the year. The diluted earnings per share figure of 30.47p is not materially different from the basic calculation. This is calculated using the same profit figure and 20,219,657 ordinary shares, being the weighted average of the number of shares in issue during the year, allowing for the full exercise of any outstanding dilutive share options. Dividend The Board is recommending a final dividend of 10.75p per share (2002: 8.75p) bringing the total dividend for the year to 17.0p per share. This total dividend represents a 21.4% increase over the dividend of 14.0p per share paid for 2002. This is in line with the basic earnings per share increase and maintains the total dividend cover at 1.8 times earnings, a level at which the Board remains comfortable and which it is confident of maintaining in the future. The final dividend is payable on 8 June 2004 to shareholders on the register on 14 May 2004. The ex-dividend date will be 12 May 2004. Balance Sheet The Group's balance sheet continues to strengthen with shareholders' funds increasing by £2.9 million to £40.7 million. This equates to a net asset value per share at 31 December 2003 of 200.6p, compared with 186.9p at the end of 2002. The Group's balance sheet now has fixed assets totalling almost £32 million. Depreciation charged in the year amounted to over £2 million. As in previous years we have continued to invest in our business. Whilst lower than the level of recent years, capital expenditure during 2003 still amounted to almost £6.5 million. This included the building of a second intumescent paint line at Severfield-Reeve Structures Limited's production facility at Dalton at a cost of £1.2 million. A valuation of the Group's land and buildings has recently been carried out, the result of which was materially in line with the carrying value of the assets in the balance sheet. Associated Companies During 2001 the Company acquired a 25% shareholding in Fabsec Limited, a company involved in the development of a bespoke and fire engineered beam made out of plate. This company holds the master intellectual property rights for these and the other Fabsec family of beams the world over. It also carries out marketing and promotion. The Group benefits from these functions whilst only contributing 25% towards overheads. Fabsec Limited is not to be confused with the Group's successful and profitable plate and intumescent paint lines at Dalton which produce the Fabsec and fire engineered beams under a perpetual, no royalty licence from Fabsec Limited. Investment in Fabsec Limited has continued by way of further loans to that company in 2003. The total investment by the Group as at 31 December 2003 amounted to £491,000. At the moment, Fabsec is heavily involved in technical and market development and, therefore, the results for the year to 31 December 2003 show a loss for the period. The Group's 25% share of this loss amounted to £150,000. The Group also owns a 25.1% shareholding in Kennedy Watts Partnership Ltd, a company involved in CAD/CAM steelwork design. The Group's share of the operating profit of Kennedy Watts reduces the net operating loss arising from associated companies to £142,000. Cash Flow Management of the Group's cash continues to be of prime importance and is tightly controlled. It is therefore particularly pleasing to report that the Group ended the year with a record positive cash balance of £17.18 million. During the year £17.64 million was generated from operating activities. Outflows of cash during the year included dividends paid of £3.01 million, corporation tax paid of £2.20 million and the purchase of fixed assets, net of sale proceeds received, of £5.79million. As a result the cash balance increased from the end of 2002 by £5.77 million. Borrowings, represented primarily by amounts due on hire-purchase contracts, amounted to £1.42 million. Consequently, the Group had net funds available at the year end of £15.77 million, an increase of £6.61 million from the end of 2002. Treasury Group treasury activities are managed and controlled centrally. Risks to assets and potential liabilities to customers, employees and the public continue to be insured. The Group maintains its low risk financial management policy by insuring all significant trade debtors. The treasury function seeks to reduce the Group's exposure to any interest rate, foreign exchange and other financial risks, to ensure that adequate and cost effective funding arrangements are maintained to finance current and planned future activities and to invest cash assets safely and profitably. The Group remains committed to strong financial controls, cash management and prudent treasury policies. Summary The Group has had a very successful year with significant increases in turnover, profit before tax and the year end cash balance. It continues to improve its very healthy financial position and is well placed for future growth and cash generation. Peter Davison Finance Director Consolidated Profit and Loss Account For the year ended 31 December 2003 2003 2002 Total Total £000 £000 Turnover - continuing operations 170,152 157,418 Cost of sales (157,353) (146,030) Gross profit 12,799 11,388 Distribution costs (610) (580) Administration expenses (2,948) (3,196) 9,241 7,612 Other operating income 78 78 Group operating profit - continuing operations 9,319 7,690 Share of associates' operating loss (142) (164) 9,177 7,526 Interest payable and similar charges (56) (7) Profit on ordinary activities before tax 9,121 7,519 Tax on profit on ordinary activities (2,960) (2,496) Profit on ordinary activities after tax for the financial year 6,161 5,023 Dividends payable to equity shareholders (3,429) (2,817) Profit retained, transferred to reserves 2,732 2,206 Earnings per share Basic 30.48p 25.08p Diluted 30.47p 25.05p Dividends per share Paid 6.25p 5.25p Proposed 10.75p 8.75p Total 17.00p 14.00p Consolidated Balance Sheet 31 December 2003 2003 2002 £000 £000 Fixed assets Intangible assets 170 180 Tangible assets 31,148 28,069 Investments 636 629 31,954 28,878 Current assets Stocks 3,316 5,742 Debtors 35,223 32,571 Cash at bank and in hand 17,184 11,417 55,723 49,730 Creditors - amounts falling due within one year (44,120) (37,613) Net current assets 11,603 12,117 Total assets less current 43,557 40,995 liabilities Creditors - amounts falling due after more than one year (623) (1,240) Provisions for liabilities and charges (2,279) (2,021) 40,655 37,734 Capital and reserves Called up share capital 2,027 2,018 Share premium account 9,411 9,231 Merger reserve 114 114 Capital redemption reserve 25 25 Profit and loss account 29,078 26,346 Equity and total shareholders' funds 40,655 37,734 Consolidated Cash Flow Statement For the year ended 31 December 2003 2003 2002 £000 £000 Net cash inflow from operating activities 17,635 16,304 Returns on investments and servicing of finance (70) 6 Taxation (2,196) (2,467) Capital expenditure and financial investment (5,785) (8,141) Acquisitions and disposals (157) (647) Equity dividends paid (3,007) (2,784) Cash inflow before use of liquid resources and financing 6,420 2,271 Financing (653) (4,272) Increase/(decrease) in cash in the year 5,767 (2,001) Reconciliation of net cash flow to movement in net funds 2003 2002 £000 £000 Increase/(decrease) in cash in the year 5,767 (2,001) Cash flow from movement in loans and hire-purchase contracts 842 4,994 Change in net funds from cash flows 6,609 2,993 Loan acquired with subsidiary - (107) New borrowings - (288) New hire-purchase contracts - (313) Movement in net funds in the year 6,609 2,285 Net funds at 1 January 9,159 6,874 Net funds at 31 December 15,768 9,159 Supplementary Statements For the year ended 31 December 2003 Statement of Total Recognised Gains and Losses There are no recognised gains or losses in either period other than the profit attributable to members of the Group Reconciliation of Movements in Shareholders' Funds 2003 2002 £000 £000 Profit for the financial year 6,161 5,023 Dividends (3,429) (2,817) Issues of shares 189 722 Net addition to shareholders' funds 2,921 2,928 Opening shareholders' funds 37,734 34,806 Closing shareholders' funds 40,655 37,734 Notes: 1) The above financial information does not amount to full accounts within the meaning of section 240 of the Companies Act 1985. Full accounts for the year ended 31 December 2003 have not yet been audited or delivered to the Registrar of Companies. The Annual Report is due to be posted to shareholders on or around 12 May 2004. A copy of the statutory accounts for the year ended 31 December 2002 has been delivered to the Registrar of Companies. The Auditor's Report on those accounts was not qualified and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985. 2) The basic earnings per share figure for the year ended 31 December 2003 is based on the profit after taxation of £6,161,000 (2002: £5,023,000) and 20,210,711 (2002: 20,024,284) ordinary shares, being the weighted average of the number of shares in issue during the period. 3) The calculation of diluted earnings per share is based on the profit after taxation of £6,161,000 (2002: £5,023,000) and 20,219,657 (2002: 20,050,587) ordinary shares, being the weighted average of the number of shares in issue during the period, allowing for the dilutive effect of share options. 4) The results have been prepared on the basis of the accounting policies set out in the 2002 Annual Report. This information is provided by RNS The company news service from the London Stock Exchange

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