28th Mar 2013 11:19
NORTH MIDLAND CONSTRUCTION PLC
2012 PRELIMINARY RESULTS
North Midland Construction PLC ("the Company") the UK provider of civil engineering, building, mechanical and electrical services to public and private organisations, announces preliminary results for the year ended 31 December 2012.
Highlights from the results and the Chairman's Statement:-
Year ended 31 December 2012 £'000 | Year ended 31 December 2011 £'000 | |
Revenue Operating profit/(loss) before exceptional items Exceptional items (Note 3) Profit/(loss) before tax Total comprehensive income for the year Earnings/(loss) per share Dividends per share | 168,928 775 - 710 536 4.75p 4.50p | 167,220 (706) (10) (783) (636) (7.72)p 5.50p |
·; Revenue increased by 1% to £168.9 million.
·; Profit before tax £0.71 million.
·; The E5 Joint Venture with three other framework contractors has commenced on the £200 million Severn Trent Water major capital schemes programme and is progressing well.
·; The Utilities division has experienced a difficult year due to reduced investment in the sector.
·; Problems, resulting in continuing losses, have been experienced on a major building contract.
·; Restructuring of the Building subsidiary has taken place with its incorporation into the Civil Engineering division under new management.
·; Secured workload for 2013 at £130 million.
·; The Group has numerous long term framework agreements in place.
·; Proposed final dividend of 3.0p (2011 - 3.0p) giving a full year dividend of 4.50p (2011 - 5.50p).
For further information:-
Robert Moyle, Chairman - 01623 518812
Michael Garratt, Finance Director - 01623 518816
Chairman's Statement
In spite of the continual downturn in construction activity during the year, it is gratifying to be able to report that the Group returned to profitability. A profit of £0.71 million (2011 : £0.78 million loss) was delivered on a revenue increased by 1.0% to £168.9 million. Margins remain extremely tight and tender opportunities are scarce, but the Group's diversity of capability across the whole construction sector has held it in good stead.
During the year the minority interest in the Nomenca subsidiary was purchased and this has enabled an element of restructuring to take place, which will produce a reduction in cost and more focus on key delivery areas.
A detailed breakdown of the performance of the individual Group divisions and subsidiary is provided below.
Building & Civil Engineering
Due to the losses previously incurred in the Building subsidiary and the prevailing constraints in the market, it was decided to merge the non-water civil engineering business with the Building subsidiary into one PLC division. The major building project being undertaken, which resulted in major losses for the Building subsidiary in the last financial year, unfortunately suffered further delays to the programmed completion date with consequent cost overruns. This project will not now be completed until later in 2013. A significant claim for losses incurred on this particular contract is currently being pursued, but will not be able to be concluded until after completion. This problematical contract has had a significant further impact on the results of the division, but the overall loss has been reduced to £0.19 million (2011 : £3.17 million) on revenue increased by 17.0% to £60.88 million (2011 : £52.03 million). The building market in particular continues to be very difficult and extremely tight credit conditions, coupled with poor market confidence, have restricted the number of developer promoted projects. Only building projects of discernible risk in core areas of expertise are currently being considered. However, during the year the division has been successful in securing new clients such as Mars Petcare and seven frameworks in the power sector. A major project in Sleaford for Danish company BWSC A/S for the construction of a power station generating energy from the incineration of straw is progressing well.
Highways
Cutbacks in public expenditure had a major impact on the performance of the Highways division during the year. Success, both in geographical expansion and securing new clients such as Bath and North East Somerset District Council has continued, but expenditure on existing frameworks was severely curtailed. This resulted in revenue declining by 32.5% to £12.71 million (2011 : £18.84 million) with a consequent decline in profitability of 83.0% to £0.14 million (2011 : £0.84 million). It is unlikely that public expenditure on highways will significantly increase in the foreseeable future and, therefore, for the division to prosper going forward costs must be reduced and new clients secured. Senior Executive Directors in both the Highways and Utilities divisions have indicated their desire to retire in the current financial year and, therefore, it has been decided to merge the two divisions, operating in the future as two work streams under one senior management team. This was effected from 1 January 2013. As previously mentioned, success has been achieved in securing new clients, with an award to construct car parks for Transport for Manchester being a particular example.
Utilities
Activity in the telecommunications sector suffered a serious decline during the year and this had a major impact on the Utilities division. This coupled with price erosion on the existing term contracts and extremely tight margins resulted in the division becoming loss-making for the year. Revenue declined by 49.5% to £16.25 million (2011 : £32.20 million) and a loss of £0.50 million (2011 : £0.60 million profit) was recorded.
Activity in the sector remains low and the division has been restructured and merged with the Highways division to realign the cost base to the current prevailing market. The existing term contract with Cable & Wireless Worldwide has recently been renewed and a term contract for Vodafone secured, alongwith utility work on the Nottingham Tram Extension. Existing term contracts are being undertaken for B.T., Carillion/Telent, Electricity North West and KCom.
NMCNomenca
The division delivered an enhanced performance over the previous year on increased revenue. Both the revenue and profit have been incorporated equally into the Nomenca subsidiary and the Building & Civil Engineering division. As the minority shareholding in Nomenca has now been purchased, effected from 1 January 2013, NMCNomenca will operate as an individual division with both profit and revenue being reported as a separate segment. The existing framework for Severn Trent Water continues to deliver successfully and the division has recently been awarded further opportunities in the Southern Area, which will result in increased revenues of between £6 - £10 million per annum. The E5 consortium continues to make headway on the £200 million programme of major projects for Severn Trent Water and although there is still a long way to completion, the projected outturn is encouraging. The original concept of an integrated water business providing clients with a full turnkey capability has delivered exceptional service. To expand on this capability the existing frameworks for Anglian Water previously undertaken individually by both Nomenca and the Building & Civil Engineering division have now been transferred into NMCNomenca.
Nomenca
The mechanical and electrical subsidiary continues to benefit from escalating expenditure by the water industry on the AMP5 programme. Revenue increased 23.3% to a record £79.09 million (2011 : £64.16 million) with profitability climbing by 28.4% to £1.32 million (2011 : £1.03 million). The outlook for the business is encouraging with 32 No. frameworks currently being serviced from the regional office network.
As the company grows, higher value and more technically complex projects are being successfully undertaken. A particular example of this is the £20 million contract for J Murphy & Sons Ltd at Deephams, a Thames Water plant in London, where complex large capacity pipework and pumping equipment is being installed into deep structures.
The company has recently been successful in winning capital maintenance frameworks for United Utilities in the North West for a potential duration of ten years with a projected total expenditure of £300 million.
Mr D Bleakley
Doug Bleakley has expressed his desire to retire from both the chairmanship of Nomenca Ltd and from the Board, to be effective from 21 March 2013. He is to be replaced by Andy Langman, the current Managing Director of Nomenca Ltd, who has worked for the Group for 15 years.
Doug Bleakley was one of the founder members of Nomenca and it is testament to his hard work and strategic vision that Nomenca has grown to be a significant presence in the water industry. He has also made a major contribution to the Board.
We all wish him a long, happy and well deserved retirement.
Non-Financial Performance
In the prevailing increasingly competitive environment with every tender opportunity being pursued by numerous companies, it is essential that non-financial performance is maintained at the highest level.
A vigorous Health & Safety culture is a pre-requisite and it is gratifying to report that the British Safety Council 4 star rating has been retained, alongwith the ROSPA Gold standard throughout the Group. The overall accident rate continues to be considerably below the national average and a major point of focus for the last year, has been collaboration with the supply chain to harmonize its performance. The Group was also the recipient of six national awards for environmental performance during the year.
The attraction, development and retention of high quality employees are of paramount importance to the Group. The Staff Stability Index of 87.40% is impressive. In spite of the difficult economic conditions, the focus has to be to the future and both the graduate and apprenticeship programmes have been maintained, alongwith the levels of training. 2940 training days were undertaken during the year, equating to an average of 2.92 days per employee (2011 : 2.19).
The Board is committed to improving the Group's performance year on year and takes its responsibility very seriously. The Group is a member of the Business In The Community. Last year's performance and data are detailed in the CSR report.
Financing
The Group's credit facilities continue to remain adequate for the foreseeable future. Cash at the year end stands at £5.07 million (2011 : £9.23 million), which is an outflow from the previous year of £4.16 million. This is largely due to the cash outflow on the major problematical building contract.
Outlook
The secured order book for the current financial year is circa £130 million and this excludes the recent capital maintenance framework that has been awarded to Nomenca by United Utilities. This coupled with the restructuring and cost reduction programme already implemented, gives the Board the confidence to recommend the final dividend at 3.0 pence per share, making a total of 4.5 pence for the year.
Condensed Group statement of comprehensive income for the year ended 31 December 2012
| Year Ended |
| Year Ended |
| 31 December 2012 |
| 31 December 2011 |
| £'000 |
| £'000 |
Revenue | 168,928 |
| 167,220 |
Operating profit/(loss) before exceptional items |
775 |
|
(706) |
Exceptional items (Note 3) | - |
| (10) |
Operating profit/(loss) | 775 |
| (716) |
Interest received | 12 |
| 24 |
Finance costs | (77) |
| (91) |
Profit/(loss) before tax | 710 |
| (783) |
Tax | (174) |
| 147 |
Profit/(loss) for the year | 536 |
| (636) |
Other comprehensive income | - |
| - |
Total comprehensive income for the year | 536 |
| (636) |
Attributable to:- |
|
|
|
Non-controlling interests | 63 |
| 121 |
Equity holders of the Company | 473 |
| (757) |
Earnings/(loss) per share (basic and diluted) |
4.75p |
|
(7.72)p |
|
|
|
|
Amount of actual final dividend on ordinary shares proposed to the shareholders on the register at the close of business on 26 April 2013, which will be paid on 23 May 2013. |
3.00p |
|
3.00p |
The calculation of earnings per share is based on the weighted average of 9,959,699 shares (2011 : 9,800,000) in issue during the year and on a profit attributable to the equity shareholders of the parent of £473,000 (2011 : loss £757,000).
Group statement of changes in equity
Share Capital
£'000 | Merger Reserve
£'000 | Capital Redemption Reserve £'000 | Retained Earnings
£'000 | Non- Controlling Interest £'000 | Total
£'000 | ||||||
Balance at 1 January 2011 | 980 | - | 20 | 18,858 | 499 | 20,357 | |||||
- | |||||||||||
(Loss)/profit and total comprehensive income for the year |
- |
- |
- |
(757) |
121 |
(636) | |||||
Dividends paid (note 6) | - | - | - | (833) | - | (833) | |||||
Dividend paid to non-controlling interests |
- |
- |
- |
- |
(47) |
(47) | |||||
Balance at 31 December 2011 | 980 | - | 20 | 17,268 | 573 | 18,841 | |||||
Profit and total comprehensive income for the year |
- |
- |
- |
473 |
63 |
536 | |||||
Dividend paid (Note 6) | - | - | - | (446) | - | (446) | |||||
Dividends paid to non controlling interests |
- |
- |
- |
- |
(43) |
(43) | |||||
Acquisition of non-controlling interest | - | - | - | (520) | (593) | (1,113) | |||||
Shares issued | 35 | 455 | - | - | - | 490 | |||||
Balance at 31 December 2012 | 1,015 | 455 | 20 | 16,775 | - | 18,265 |
Group balance sheet as at 31 December 2012
|
| 2012 £'000 |
| 2011 £'000 |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
| 10,622 |
| 10,573 |
Deferred tax asset |
| 77 |
| 140 |
|
| 10,699 |
| 10,713 |
Current assets |
|
|
|
|
Inventories |
| 1,496 |
| 1,551 |
Construction contracts |
| 16,768 |
| 12,187 |
Trade and other receivables |
| 32,403 |
| 32,064 |
Cash and cash equivalents |
| 5,065 |
| 9,229 |
|
| 55,732 |
| 55,031 |
Total assets |
| 66,431 |
| 65,744 |
|
|
|
|
|
Equity and liabilities |
|
|
|
|
Capital and reserves attributable to equity holders of the Parent |
|
|
|
|
Share capital |
| 1,015 |
| 980 |
Merger reserve |
| 455 |
| - |
Capital redemption reserve |
| 20 |
| 20 |
Retained earnings |
| 16,775 |
| 17,268 |
|
| 18,265 |
| 18,268 |
Non-controlling interests |
| - |
| 573 |
Total equity |
| 18,265 |
| 18,841 |
|
|
|
|
|
Liabilities |
|
|
|
|
Non-current liabilities |
|
|
|
|
Obligations under finance leases |
| 877 |
| 895 |
Provisions |
| 350 |
| 579 |
|
| 1,227 |
| 1,474 |
Current liabilities |
|
|
|
|
Trade and other payables |
| 45,898 |
| 44,579 |
Current income tax payable |
| 115 |
| 4 |
Obligations under finance leases |
| 926 |
| 846 |
|
| 46,939 |
| 45,429 |
Total liabilities |
| 48,166 |
| 46,903 |
Total equity and liabilities |
| 66,431 |
| 65,744 |
Group statement of cash flows for the year ended 31 December 2012
| 2012 £'000 |
| 2011 £'000 |
Cash flows from operating activities |
|
|
|
Operating profit/(loss) | 775 |
| (716) |
Adjustment for:- |
|
|
|
Depreciation of property, plant and equipment | 1,627 |
| 1,645 |
Gain on disposal of property, plant and equipment | (77) |
| (219) |
(Decrease)/increase in reinstatement reserve | (229) |
| 19 |
Goodwill impairment | - |
| 1,267 |
Operating cash flows before movement in working capital | 2,096 |
| 1,996 |
Decrease in inventories | 55 |
| 388 |
(Increase)/decrease in construction contracts | (4,581) |
| 106 |
(Increase) in receivables | (339) |
| (3,329) |
Increase in payables | 1,319 |
| 4,818 |
Cash (used in)/generated from operations | (1,450) |
| 3,979 |
Income tax (paid) | - |
| (1,092) |
Interest received | 12 |
| 24 |
Interest paid | (77) |
| (91) |
Net cash (used in)/generated from operating activities | (1,515) |
| 2,820 |
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment | (634) |
| (1,021) |
Proceeds on disposal of property, plant and equipment |
99 |
|
257 |
Purchase of non-controlling interests (Note 8) | (623) |
| - |
Net cash (used in) investing activities | (1,158) |
| (764) |
Cash flows from financing activities |
|
|
|
Equity dividends paid | (446) |
| (833) |
Dividends paid to non-controlling interests | (43) |
| (47) |
Repayment of obligations under finance leases | (1,002) |
| (858) |
Net cash (used in) financing activities | (1,491) |
| (1,738) |
Net (decrease)/increase in cash and cash equivalents | (4,164) |
| 318 |
Cash and cash equivalents at 1 January 2012 | 9,229 |
| 8,911 |
Cash and cash equivalents at 31 December 2012 | 5,065 |
| 9,229 |
|
|
|
|
Cash and cash equivalents comprise funds held at the bank which are immediately accessible. |
1. | Basis of preparation |
The condensed Group financial statements for the year ended 31 December 2012 included in this report do not constitute the Group's statutory accounts for the year ended 31 December 2012, but are derived from those accounts. The auditor has reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006 or equivalent preceding legislation. | |
While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS's), this announcement does not itself contain sufficient information to comply with IFRS's. | |
| |
The condensed Group financial statements have been prepared on a basis consistent with that adopted in the previous years published financial statements and in accordance with IFRSs. | |
The Group expects to publish full financial statements that comply with both IFRS's as adopted for use in the European Union and IFRS's as compliant with the Companies Act 2006 and Article 4 of the EU IAS Regulations. | |
The condensed financial statements were approved by the Board on 28 March 2013. | |
2. | Segment reporting |
The business segment reporting format reflects the Group's management and internal reporting structure.
Business segments The group is comprised of the following business segments:-
- 'PLC' - comprising building and civil engineering, highways and utilities divisions - Nomenca - mechanical and electrical engineering products and services
Segment revenue and profit |
Year Ended 31 December 2012 | |||||||||
Building & Civil Engineering | Highways | Utilities | Nomenca | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||
Revenue | |||||||||
External sales | 60,884 | 12,706 | 16,251 | 79,087 | 168,928 | ||||
Result before corporate expenses |
1,596 |
779 |
(32) |
4,889 |
7,232 | ||||
Corporate expenses | (1,783) | (637) | (469) | (3,568) | (6,457) | ||||
Operating profit/(loss) before exceptional items |
(187) |
142 |
(501) |
1,321 |
775 | ||||
Exceptional items (Note 3) | - | ||||||||
Operating profit | 775 | ||||||||
Interest received | 12 | ||||||||
Interest paid | (77) | ||||||||
Profit before tax | 710 | ||||||||
Tax | (174) | ||||||||
Profit for the year | 536 |
Year Ended 31 December 2011 | |||||||||
Building & Civil Engineering | Highways | Utilities | Nomenca | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||
Revenue | |||||||||
External sales | 52,031 | 18,835 | 32,195 | 64,159 | 167,220 | ||||
Result before corporate expenses |
(629) |
1,236 |
942 |
4,021 |
5,570 | ||||
Corporate expenses | (2,542) | (401) | (341) | (2,992) | (6,276) | ||||
Operating profit/(loss) before exceptional items |
(3,171) |
835 |
601 |
1,029 |
(706) | ||||
Exceptional item (Note 3) | (10) | ||||||||
Operating loss | (716) | ||||||||
Interest received | 24 | ||||||||
Interest paid | (91) | ||||||||
(Loss) before tax | (783) | ||||||||
Tax | 147 | ||||||||
(Loss) for the year | (636) |
Segment assets | |||
2012 | 2011 | ||
£'000 | £'000 | ||
Building & Civil Engineering | 35,745 | 26,850 | |
Highways | 9,541 | 10,447 | |
Utilities | 7,460 | 17,857 | |
Nomenca | 13,685 | 10,590 | |
Total segment assets and consolidated total assets | 66,431 | 65,744 |
For the purpose of monitoring segment performance and allocating resources between segments, the Group's Chief Executive monitors the tangible and financial assets attributable to each segment. Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments. |
Other segment information | ||||||||
Depreciation and | Additions to |
| ||||||
amortisation | non-current assets |
| ||||||
2012 | 2011 | 2012 | 2011 |
| ||||
£'000 | £'000 | £'000 | £'000 |
| ||||
Building & Civil Engineering | 1,085 | 677 | 1,132 | 825 |
| |||
Highways | 226 | 347 | 236 | 439 |
| |||
Utilities | 290 | 593 | 302 | 752 |
| |||
Nomenca | 26 | 28 | 28 | 6 |
| |||
1,627 | 1,645 | 1,698 | 2,022 |
|
There were no impairment losses recognised in respect of property, plant and equipment. |
All of the above relate to continuing operations and arose in the United Kingdom. |
Information about major customer Revenues of approximately £40,400,000 (2011 : £52,415,000) were derived from a single external customer. These revenues are attributable to the Building and Civil Engineering and Nomenca segments. |
3. | Exceptional items | |||||
The exceptional items relate to | ||||||
2012 | 2011 | |||||
£'000 | £'000 | |||||
Release of provision previously made in respect of fine levied by the Office of Fair Trading following the successful appeal |
- |
1,257 | ||||
Impairment of goodwill relating to the Building subsidiary | - | (1,267) | ||||
- | (10) | |||||
4. | Earnings per share | |||||
The basic and diluted earnings per share are the same and have been calculated on profit attributable to the holders of equity in the parent company of £473,000 (2011 : loss £757,000) and the weighted average of 9,959,699 (2011 : 9,800,000) shares in issue. | ||||||
5. | Taxation | |||||
In respect of the year ended 31 December 2012, corporation tax has been provided at 24.5% (2011 : 26.5%) of the taxable profit. | ||||||
6. | Dividends | |||||
Amounts recognised as distributions to equity holders in the year:- | ||||||
2012 | 2011 | |||||
£'000 | £'000 | |||||
Final dividend for the year ended 31 December 2011 of 3p (2010 : 6p) per share | 294 | 588 | ||||
Interim dividend for the year ended 31 December 2012 of 1.5p (2011 : 2.5p) per share | 152 | 245 | ||||
446 | 833 | |||||
The directors propose a final dividend of 3p per share (2011 : 3p per share), totalling £304,500 (2011 : £294,000). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. |
7. | Related parties and joint operations | ||||||
The Group's related parties are key management personnel who are the executive directors, non-executive directors and divisional managers. The only transactions with these individuals comprise remuneration under service contracts. | |||||||
Additionally, the Group has a 50% interest in a joint operation with MWH Treatment Limited and a 25% interest in a joint operation with MWH Treatment Limited, Mott MacDonald Bentley Limited and Costain Limited. | |||||||
The condensed Group financial statements for the year ended 31 December 2012 incorporate the following relating to the joint operations:- | |||||||
Year ended | Year ended | ||||||
31 December 2012 | 31 December 2011 | ||||||
£'000 | £'000 | ||||||
Revenue | 12,483 | 6,312 | |||||
Expenses | 11,828 | 5,907 | |||||
Assets | 266 | 296 | |||||
Liabilities | 266 | 296 | |||||
8. | Share capital | ||||||
2012 | 2011 | ||||||
£'000 | £'000 | ||||||
Authorised:- | |||||||
12,500,000 ordinary shares of 10p each | 1,250 | 1,250 | |||||
Allotted, issued and fully paid:- | |||||||
10,150,000 (2011 - 9,800,000) ordinary shares of 10p | 1,015 | 980 | |||||
On 17 July 2012 it was agreed to purchase 16.66% of Nomenca Limited from Mr A.D. Langman and Mr R.A.J. Culshaw for £1,113,000 in accordance with the Articles of Association of Nomenca Limited. The consideration comprised:- | |||||||
£,000 | |||||||
Issue of 350,000 ordinary shares of 10p each at the mid market value on 17 July 2012 of £1.40 | 490 | ||||||
Payment in cash | 590 | ||||||
Costs incurred | 33 | ||||||
1,113 | |||||||
The purchase price was supported by an independent valuation. | |||||||
9. | Contingent liabilities | ||||||
Aviva Insurance Limited, Lloyds TSB Bank PLC, Euler Hermes Europe S.A. (N.V.) and HCC International Insurance Company Plc have given Performance Bonds to a value of £5,592,000 (2011 : £4,878,000) on the Group's behalf. These bonds have been made with recourse to the Group. | |||||||
10. | The Annual Report and Accounts for the year ended 31 December 2012 will be despatched to shareholders on 29 April 2013 and will be available on the Company's website - www.northmid.co.uk. | ||||||
11. | The Annual General Meeting will be held on Thursday 23 May 2013 at 12.00 noon at the Group's Head Office at Nunn Close, The County Estate, Huthwaite, Sutton-in-Ashfield, Nottinghamshire NG17 2HW. | ||||||
Related Shares:
NMCN.L