REG - Keller Group PLC - Results for the six months ended 30 June 2016 <Origin Href="QuoteRef">KLR.L</Origin> - Part 2
01/08/2016 07:05
- Part 2: For the preceding part double click ID:nRSA7480Fa
19.9 1.9 50.8
Contingent consideration - 6.6 - 6.6
29.0 26.5 1.9 57.4
On 17 August 2015, the Group acquired the trade and selected assets of the
GeoConstruction group ('Bencor') of Layne Christensen Company, a business
based in Dallas, USA. The fair value of the intangible assets acquired
represents the fair value of customer contracts at the date of acquisition and
the trade name. Goodwill arising on acquisition is attributable to the
knowledge and expertise of the assembled workforce, the expectation of future
contracts and customer relationships and the opportunity to expand Bencor's
diaphragm wall technology around the Group.
On 2 July 2015, the Group acquired 100% of the share capital of Austral
Construction Pty Limited ('Austral'), a business based in Melbourne,
Australia. The fair value of the intangible assets acquired represents the
fair value of customer relationships and customer contracts at the date of
acquisition. Goodwill arising on acquisition is attributable to the knowledge
and expertise of the assembled workforce, the expectation of future contracts
and customer relationships and the operating synergies that arise from the
Group's strengthened market position. Contingent consideration of up to £11.1m
(A$20.0m) is payable based on total earnings before interest, tax,
depreciation and amortisation in the three year period following acquisition.
On 17 August 2015, the Group acquired the trade and selected assets of
Ellington Cross, LLC ('Ellington Cross'), a business based in Charleston,
USA.
5. Exceptional items
Exceptional items are disclosed separately in the financial statements where
it is necessary to do so to provide further understanding of the financial
performance of the Group. They are items which are exceptional by their size
or are non-trading in nature, including those relating to acquisitions.
Exceptional items comprise the following:
Half year to 30 June 2016£m Half year to 30 June 2015£m Year to 31 December 2015£m
Goodwill impairment - - 31.2
Amortisation of acquired intangible assets 5.0 2.6 7.3
Acquisition costs 0.2 0.1 0.2
Other (0.5) - -
Exceptional items in operating costs 4.7 2.7 38.7
Exceptional finance costs 0.5 0.3 0.7
5.2 3.0 39.4
Amortisation of acquired intangible assets primarily relate to the
acquisitions of Keller Canada, Franki Africa, Austral, Bencor and Tecnogeo.
Other exceptional items relate to the rental income received for the period
following the acquisition of the freehold of a processing and warehousing
facility at Avonmouth, near Bristol on 12 May 2016 (Note 10).
Exceptional finance costs relate to the finance costs incurred to fund the
acquisition of the freehold of a processing and warehousing facility at
Avonmouth, near Bristol (Note 10) and the unwinding of discounted contingent
consideration for acquisitions.
6. Taxation
Taxation, representing management's best estimate of the average annual
effective income tax rate expected for the full year, based on the profit
before tax and exceptional items, is 34.0% (half year ended 30 June 2015:
35.0%; year ended 31 December 2015: 34.5%).
7. Dividends payable to equity holders of the parent
Ordinary dividends on equity shares:
Half year to 30 June 2016£m Half year to 30 June 2015£m Year to 31 December 2015£m
Amounts recognised as distributions to equity holders in the period:
Interim dividend for the year ended 31 December 2015 of 8.8p (2014: 8.4p) per share - - 6.3
Final dividend for the year ended 31 December 2015 of 18.3p (2014: 16.8p) per share 13.1 12.0 12.0
13.1 12.0 18.3
In addition to the above, an interim ordinary dividend of 9.25p per share
(2015: 8.8p) will be paid on 30 September 2016 to shareholders on the register
at 2 September 2016. This proposed dividend has not been included as a
liability in these financial statements and will be accounted for in the
period in which it is paid.
8. Earnings per share
Earnings attributable to equity holders of the parent before exceptional items Earnings attributable to equity holders of the parent
30 June 2016 30 June 2015 31 December 2015 30 June 2016 30 June 2015 31 December 2015
Basic and diluted earnings (£m) 19.7 22.3 61.9 15.7 20.0 25.5
Number of shares (million)
Basic number of ordinary shares outstanding 71.8 71.6 71.7 71.8 71.6 71.7
Effect of dilutive potential ordinary shares:
Share options and awards 1.1 0.8 0.8 1.1 0.8 0.8
Diluted number of ordinary shares 72.9 72.4 72.5 72.9 72.4 72.5
Earnings per share
Basic earnings per share (pence) 27.4 31.1 86.4 21.9 27.9 35.5
Diluted earnings per share (pence) 27.0 30.7 85.4 21.5 27.6 35.1
9. Analysis of closing net debt
As at 30 June 2016£m As at30 June 2015£m As at31 December 2015£m
Bank balances 73.9 53.1 56.3
Short-term deposits 1.4 2.2 6.8
Cash and cash equivalents in the balance sheet 75.3 55.3 63.1
Bank overdrafts (1.5) (2.2) (0.2)
Cash and cash equivalents in the cash flow statement 73.8 53.1 62.9
Bank and other loans (409.1) (221.5) (242.7)
Finance leases (4.4) (3.1) (3.2)
Closing net debt (339.7) (171.5) (183.0)
10. Non-current assets held for sale
On 12 May 2016, the Group acquired the freehold of a processing and
warehousing facility at Avonmouth, near Bristol, for a consideration of £62m.
As set out in the 2015 Annual Report & Accounts, the Group's final liability
with regards to the historic contract dispute involving the property is in
part dependent on the value of the property after some remedial works. In
order to maximize this value, the Group decided to acquire the property with a
view to marketing it to third parties.
In accordance with IFRS 5, the property is being held at the lower of carrying
amount and fair value less costs to sell. As the Group previously held a
provision for the diminution in value of the property as part of the overall
contract dispute provision, no additional impairment charge has been
recognised.
11. Share capital and reserves
As at 30 June 2016£m As at30 June 2015£m As at31 December 2015£m
Allotted, called up and fully paidEquity share capital:73,099,735 ordinary shares of 10p each (30 June 2015: 73,099,735; 31 December 2015: 73,099,735) 7.3 7.3 7.3
The Company has one class of ordinary shares, which carries no rights to fixed
income. There are no restrictions on the transfer of these shares. The total
number of shares held in Treasury was 1.3m (30 June 2015: 1.3m; 31 December
2015: 1.3m).
12. Related party transactions
Transactions between the parent, its subsidiaries and jointly controlled
operations, which are related parties, have been eliminated on consolidation.
13. Post balance sheet events
There were no material post balance sheet events between the balance sheet
date and the date of this report.
Responsibility Statement
The half yearly financial report is the responsibility of the Directors who
confirm that to the best of their knowledge:
(a) the condensed set of financial statements has been prepared in
accordance with IAS34 - Interim Financial Reporting;
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R - indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R - disclosure of related party transactions
and changes therein.
The directors of Keller Group plc are listed in the Keller annual report for
2015; however, since the publication of the annual report, Roy Franklin has
retired from the Board and Peter Hill CBE has been appointed as Non-Executive
Chairman.
Approved by the Board of Keller Group plc and signed on its behalf by:
Alain Michaelis
Chief Executive
James Hind
Finance Director
1 August 2016
This information is provided by RNS
The company news service from the London Stock ExchangeRecent news on Keller
See all newsREG-Keller Group Plc: Director/PDMR Shareholding
AnnouncementREG - Keller Group PLC - Transaction in Own Shares
AnnouncementREG - Keller Group PLC - Transaction in Own Shares
AnnouncementREG-Keller Group Plc: Director/PDMR Shareholding
AnnouncementREG-Keller Group Plc: Director Declaration
Announcement