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Half Yearly Report

22 Feb 2011 07:00

RNS Number : 6012B
Gleeson(M J)Group PLC
22 February 2011
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22 February 2011

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MJ GLEESON GROUP PLC

INTERIM ANNOUNCEMENT

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Gleeson (GLE.L), the urban regeneration and strategic land specialist, announces its results for the six months to 31 December 2010.

Key Points - Financial

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Β·; Revenue from Gleeson Regeneration & Homes increased by 48% to Β£20.6m (2009: Β£13.9m) due to an increase in the number of units sold.

Β·; Revenue from Gleeson Strategic Land decreased to Β£3.4m (2009: Β£9.8m). There was one land sale in the period (2009: two).

Β·; Revenue from continuing operations decreased by 12% to Β£24.0m (2009: Β£27.4m).

Β·; A pre-tax profit on continuing operations of Β£0.1m (2009: 0.1m) was made.

Β·; Net cash increased in the period by Β£0.5m to Β£19.0m.

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Key Points - Commercial

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Β·; Gleeson Regeneration & Homes sold 171 (2009: 99) units in the period, an increase of 73%.

Β·; Average selling prices decreased to Β£122,000 (2009: Β£134,000) due to a change in the mix of product sold. Like-for-like sales showed a modest increase in average selling price.

Β·; Gleeson Regeneration & Homes made an operating loss of Β£0.8m (2009: Β£1.5m), inclusive of exceptional credits of Β£0.8m (2009: Β£Nil) relating to the partial reversal of provisions.

Β·; Gleeson Strategic Land made an operating profit of Β£1.6m (2009: Β£2.4m) on the completion of one land sale (2009: two) and secured four new options adding 63 acres to the portfolio, with the acreage now totalling 3,833 acres (2009: 3,858).

Β·; Group overheads further reduced to Β£0.8m (2009: Β£1.1m)

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Current Trading and Prospects

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Dermot Gleeson, Chairman, stated: "Although conditions in the housing market remain difficult, not least as a result of a continuing dearth of mortgage finance, Gleeson Regeneration & Homes has achieved an encouraging increase in both site visitors and completions. This reflects the business unit's enhanced ability to provide first time buyers in regeneration areas with homes that represent exceptional value for money. Meanwhile, the demand from volume housebuilders for residential land in the South of England remained at the improved levels seen in the previous financial year and Gleeson Strategic Land completed one land sale and agreed terms for a second.

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The extremely cautious approach of mortgage lenders and the widespread uncertainty regarding employment prospects makes it likely that the housing market overall will remain subdued for some time. However, the action taken over the last year to reduce costs substantially without compromising quality means that the Group is now able to offer buyers at the lower end of the market homes that are very competitively priced. As a result, the Board believes it should be possible to continue to achieve steady sales growth."

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Enquiries:

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M J Gleeson Group plc 01252-360 300

Dermot Gleeson Chairman

Alan Martin Chief Operating Officer & Group Finance Director

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Notes to Editors

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1. The MJ Gleeson Group plc now operates solely in the house building sector following the sale of Powerminster Gleeson Services in 2010, which completed the Group's withdrawal from building, civil engineering and FM contracting. The Group's business units comprise: Gleeson Regeneration and Homes, which focuses on estate regeneration and housing development on brownfield land in the North of England; Gleeson Strategic Land, which purchases options over land in the South of England with the objective of enhancing the value of the site concerned by securing residential planning permission; and Gleeson Capital Solutions which manages the Group's PFI investments in social housing and takes the lead in securing new PFI opportunities.

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2. In order to signal this change of commercial focus - and also its continuing commitment to sustainable and ecologically responsible development - the Group has changed the colour of its logo from red to green. For the historically minded, green may also act as a reminder of the Group's Irish roots.

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CHAIRMAN'S STATEMENT

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Market and Business Overview

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Although conditions in the housing market remain difficult, not least as a result of a continuing dearth of mortgage finance, Gleeson Regeneration & Homes has achieved an encouraging increase in both site visitors and completions. This reflects the business unit's enhanced ability to provide first time buyers in regeneration areas with homes that represent quite exceptional value for money.

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During the period, the demand from volume housebuilders for residential land in the South of England remained at the improved levels seen in the previous financial year and Gleeson Strategic Land completed one land sale and agreed terms for a second.

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Results

Β 

Revenue from continuing operations decreased by 12% to Β£24.0m (2009: Β£27.4m). This reflected a fall in revenue from Gleeson Strategic Land and Gleeson Commercial Property Developments, mitigated by increased revenues from Gleeson Regeneration & Homes.

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Revenue from Gleeson Regeneration & Homes increased by 48% to Β£20.6m (2009: Β£13.9m) due to an increase in the number of units sold.

Β 

Gleeson Strategic Land recorded revenue of Β£3.4m (2009: Β£9.8m) resulting from one land sale in the period (2009: two).

Β 

There was no revenue from Gleeson Commercial Property Developments during the period as the disposal programme was completed in the previous financial year.

Β 

A profit before tax from continuing operations of Β£0.1m (2009: Β£0.1m) was recorded, which included exceptional credits of Β£0.8m (2009: Β£Nil) relating to the partial reversal of provisions for asset valuation write-downs and restructuring costs.

Β 

Profit for the period attributable to equity holders of the parent company totalled Β£0.1m (2009: Β£0.3m).

Β 

Discontinued operations recorded a post-tax loss of Β£37k (2009: profit Β£0.2m).

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Operational Review

Β 

Gleeson Regeneration & Homes

Β 

An operating loss of Β£0.8m (2009: Β£1.5m) was recorded for the period, which included exceptional credits of Β£0.8m (2009: Β£Nil) relating to the partial reversal of provisions for asset valuation write-downs and restructuring costs.

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Gleeson Regeneration & Homes completed the sale of 171 units (2009: 99) at an average selling price of Β£122,000 (2009: Β£134,000). The decrease in average selling price was primarily a result of a change in the mix of product sold, with like-for-like sales showing a modest increase in price. Of the units sold, 86 (2009: 29) were sales to Registered Social Landlords ("RSLs"). Sales to private purchasers increased by 21% to 85 units (2009: 70), with all continuing sites recording increased volume.

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Construction on sites continues to increase but remains strictly tied to sales rates. Taking advantage of low land prices in the North of England, the Group conditionally purchased five sites in the period and expects to be selling from all of these by the end of the financial year. These acquisitions will add a further 286 plots to our land bank. Further land acquisitions are anticipated during the remainder of the year.

Β 

Gleeson Strategic Land

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An operating profit of Β£1.6m (2009: Β£2.4m) was recorded for the period as a result of Gleeson Strategic Land achieving planning permission for, and then selling, a 93 plot site at Crawley Down, West Sussex. In the prior period two sites were sold.

Β 

During the period, detailed planning approval was achieved on a 152 unit scheme, making it ready for disposal and new agreements were entered into on four sites, which added 63 acres to the portfolio.

Β 

At 31 December 2010, the Group had 3,833 (2009: 3,858) acres held under 65 (2009: 68) option / development agreements or freeholds.

Β 

Gleeson Capital Solutions

Β 

An operating loss of Β£0.1m (2009: profit Β£0.3m) was recorded for the period.

Β 

The business unit remains shortlisted as one of two bidders for a social housing PFI project in the North of England.

Β 

At 31 December 2010, the business unit retained investments in four PFI projects.

Β 

Group Overheads

Β 

Group overheads totalled Β£0.8m (2009: Β£1.1m) for the period. Costs continue to be tightly controlled and the current forecast for overhead costs for the year to June 2011 is approximately Β£1.6m (2010: Β£1.9m).

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Gleeson Construction Services

Β 

The Group sold certain contracts, assets and liabilities of Gleeson Building Contracting Division to Gleeson Building Limited (now re-named GB Building Solutions Limited) in 2005. Any financial results arising from contracts, assets and liabilities retained by the Group are recorded within operating profit. A pre-tax loss of Β£27k was recorded for the period (2009: Β£46k).

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The Group sold certain contracts, assets and liabilities of Gleeson Engineering Division to Black & Veatch Ltd in 2006. Any financial results arising from contracts, assets and liabilities retained by the Group are treated as a Discontinued Operation. A post-tax loss of Β£37k was recorded for the period (2009: Β£47k).

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Balance Sheet and Cash Flow

Β 

Total shareholders' equity stood at Β£97.9m at 31 December 2010 compared to Β£97.8m at 30 June 2010. This equates to net assets per share of 185.9p (30 June 2010: 185.9p).

Β 

The Group's net cash balance at 31 December 2010 was Β£19.0m, reflecting a net cash inflow of Β£0.5m in the period.

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Dividend

Β 

The Board does not propose an interim dividend for the year ending 30 June 2011.

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Board

Β 

As announced in the 2010 Report and Accounts, on 30 September 2010 Chris Holt retired as Group Chief Executive and Alan Martin combined his role as Group Finance Director with that of Chief Operating Officer with additional responsibilities for Human Resources, Company Secretariat, Internal Audit and IT.

Β 

Accordingly, the Board comprises two Executive Directors, four Non-Executive Directors (three of whom are considered to be independent) and myself as Chairman.

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Risks and Uncertainties

Β 

The principal risks and uncertainties that have been identified as being capable of affecting the Group's performance in the second half are set out below:

Β 

Housing Demand

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Security of employment, interest rates and mortgage availability are the key determinants of house buyers' confidence. Currently employment prospects remain uncertain and although interest rates remain low, mortgage finance remains scarce, particularly for high loan-to-value mortgages. To minimise cash outflows in this difficult environment, the Group continues to build to demand in a strictly controlled manner.

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Planning consents

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The Group derives profit from the sale to other developers of land which it acquires through the exercise of option agreements when it succeeds in obtaining appropriate planning consents. Although the demand for consented land has recently increased, it is always difficult to predict with any precision the date by which planning consents can be obtained.

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Prospects

Β 

The extremely cautious approach of mortgage lenders and the widespread uncertainty regarding employment prospects makes it likely that the housing market overall will remain subdued for some time. However, the action taken over the last year to reduce costs substantially without compromising quality means that the Group is now able to offer buyers at the lower end of the market homes that are very competitively priced. As a result, the Board believes it should be possible to continue to achieve steady sales growth.

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Dermot Gleeson

Chairman

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Β 

Β 

Β 

Condensed Consolidated Statement of Comprehensive Income

for the six months to 31 December 2010

Β 

Β UnauditedSix months to 31 December 2010

UnauditedSix months to 31 December 2009

AuditedYear to 30 June 2010

Β Beforeexceptionalitems

Β ExceptionalitemsNote 7

Note 7

Β Beforeexceptionalitems

ExceptionalitemsNote 7

Β£000

Β£000

Β£000

Β£000

Β Β£000

Β Β£000

Β£000

Restated

Note 11

Continuing operations

Revenue

24,018Β 

-Β 

24,018Β 

Β 27,391Β 

46,534Β 

-Β 

Β 46,534Β 

Cost of sales

(21,345)

576Β 

Β (20,769)

Β (24,098)

Β (43,507)

Β 2,803Β 

(40,704)

Gross profit

Β 2,673Β 

576Β 

Β 3,249Β 

3,293Β 

Β 3,027Β 

Β 2,803Β 

Β 5,830Β 

Administrative expenses

(3,742)

248Β 

Β (3,494)

Β (3,702)

Β (7,281)

710Β 

(6,571)

Profit on sale of investment and owner-occupied properties

-Β 

-Β 

-Β 

Β 15Β 

57Β 

-Β 

57Β 

Share of profit of joint ventures (net of tax)

67Β 

-Β 

67Β 

Β 312Β 

361Β 

-Β 

361Β 

Operating (loss)/profit

(1,002)

824Β 

(178)

(82)

Β (3,836)

Β 3,513Β 

Β (323)

Financial income

378Β 

-Β 

378Β 

Β 338Β 

Β 1,086Β 

-Β 

Β 1,086Β 

Financial expenses

Β (77)

-Β 

(77)

(128)

(316)

-Β 

Β (316)

Profit/(loss) before tax

Β (701)

824Β 

123Β 

Β 128Β 

Β (3,066)

Β 3,513Β 

447Β 

Tax

-Β 

-Β 

-Β 

-Β 

235Β 

-Β 

235Β 

Profit/(loss) for the period from continuing operations

Β (701)

824Β 

123Β 

Β 128Β 

Β (2,831)

Β 3,513Β 

682Β 

Discontinued operations

(Loss)/profit for the period from discontinued operations (net of tax) and gain from sale of discontinued operation

(37)

Β 182Β 

Β 2,455Β 

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

86Β 

Β 310Β 

Β 3,137Β 

Other comprehensive income

Cash flow hedges

(12)

(17)

Β (75)

Total comprehensive income for the period

74Β 

Β 293Β 

Β 3,062Β 

Β NoteΒ 

Earnings per share attributable to equity holders of parent company

Basic and diluted

Β 10Β 

Β 0.16Β 

0.59Β 

Β 6.00Β 

Earnings per share from continuing operations

Β 10Β 

Basic and diluted

Β 0.23Β 

0.24Β 

Β 1.30Β 

Β 

Β 

Β 

Condensed Consolidated Statement of Financial Position

as at 31 December 2010

Β Unaudited

Β Unaudited

Β Audited

Β 31 December 2010

Β 31 December 2009

Β 30 June2010

Β Β£000

Β Β£000

Β Β£000

Β Restated

Β Note 11

Non-current assets

Property, plant and equipment

217Β 

1,684Β 

150Β 

Investment properties

859Β 

1,033Β 

873Β 

Investments in joint ventures

2,179Β 

2,184Β 

2,124Β 

Loans and other investments

9,341Β 

13,428Β 

9,380Β 

Trade and other receivables

3,439Β 

7,376Β 

3,012Β 

Deferred tax assets

1,047Β 

852Β 

1,053Β 

17,082Β 

26,557Β 

16,592Β 

Current assets

Inventories

67,733Β 

64,471Β 

76,077Β 

Trade and other receivables

14,924Β 

29,588Β 

20,266Β 

UK corporation tax

3Β 

Β -Β 

22Β 

Cash and cash equivalents

18,967Β 

20,400Β 

18,423Β 

101,627Β 

114,459Β 

114,788Β 

Total assets

118,709Β 

141,016Β 

131,380Β 

Non-current liabilities

Provisions

Β (2,496)

Β (3,347)

Β (3,063)

Deferred tax liabilities

Β -Β 

Β (291)

Β -Β 

Β (2,496)

Β (3,638)

Β (3,063)

Current liabilities

Trade and other payables

Β (17,225)

Β (33,151)

Β (28,898)

Provisions

Β (1,040)

Β (1,313)

Β (1,571)

UK corporation tax

Β -Β 

Β (6)

Β (5)

Β (18,265)

Β (34,470)

Β (30,474)

Total liabilities

Β (20,761)

Β (38,108)

Β (33,537)

Net assets

97,948Β 

102,908Β 

97,843Β 

Equity

Share capital

1,054Β 

1,053Β 

1,053Β 

Share premium account

6,037Β 

5,943Β 

5,969Β 

Capital redemption reserve

120Β 

120Β 

120Β 

Retained earnings

90,737Β 

95,792Β 

90,701Β 

Total equity

97,948Β 

102,908Β 

97,843Β 

Β 

Condensed Consolidated Statement of Changes in Equity

for the six months to 31 December 2010

Β 

Share capital

Share premium account

Capital redemption reserve

Retained earnings

Total

Β£000

Β£000

Β£000

Β£000

Β£000

Restated

Restated

Note 11

Note 11

At 1 July 2009

Β 1,052Β 

Β 5,861Β 

120Β 

Β 95,399Β 

Β 102,432Β 

Total comprehensive income for the period

Profit for the period

-Β 

-Β 

-Β 

310Β 

310Β 

Other comprehensive income

Cash flow hedges

-Β 

-Β 

-Β 

(17)

(17)

Total comprehensive income for the period

-Β 

-Β 

-Β 

293Β 

293Β 

Transactions with owners, recorded directly in equity

Contributions and distributions to owners

Share issue

Β 1Β 

Β 82Β 

-Β 

-Β 

Β 83Β 

Purchase of own shares

-Β 

-Β 

-Β 

(52)

(52)

Share-based payments

-Β 

-Β 

-Β 

152Β 

152Β 

Transactions with owners, recorded directly in equity

Β 1Β 

Β 82Β 

-Β 

100Β 

183Β 

At 31 December 2009

Β 1,053Β 

Β 5,943Β 

120Β 

Β 95,792Β 

Β 102,908Β 

Total comprehensive income for the period

Profit for the period

-Β 

-Β 

-Β 

Β 2,827Β 

Β 2,827Β 

Other comprehensive income

Cash flow hedges

-Β 

-Β 

-Β 

(58)

(58)

Total comprehensive income for the period

-Β 

-Β 

-Β 

Β 2,769Β 

Β 2,769Β 

Transactions with owners, recorded directly in equity

Contributions and distributions to owners

Share issue

-Β 

Β 26Β 

-Β 

-Β 

Β 26Β 

Purchase of own shares

-Β 

-Β 

-Β 

(56)

(56)

Share-based payments

-Β 

-Β 

-Β 

Β 68Β 

Β 68Β 

Dividends

-Β 

-Β 

-Β 

(7,872)

(7,872)

Transactions with owners, recorded directly in equity

-Β 

Β 26Β 

-Β 

(7,860)

(7,834)

At 30 June 2010

Β 1,053Β 

Β 5,969Β 

120Β 

Β 90,701Β 

Β 97,843Β 

Total comprehensive income for the period

Profit for the period

-Β 

-Β 

-Β 

Β 86Β 

Β 86Β 

Other comprehensive income

Cash flow hedges

-Β 

-Β 

-Β 

(12)

(12)

Total comprehensive income for the period

-Β 

-Β 

-Β 

Β 74Β 

Β 74Β 

Transactions with owners, recorded directly in equity

Contributions and distributions to owners

Share issue

Β 1Β 

Β 68Β 

-Β 

-Β 

Β 69Β 

Purchase of own shares

-Β 

-Β 

-Β 

(75)

(75)

Share-based payments

-Β 

-Β 

-Β 

Β 37Β 

Β 37Β 

Transactions with owners, recorded directly in equity

Β 1Β 

Β 68Β 

-Β 

(38)

Β 31Β 

At 31 December 2010

Β 1,054Β 

Β 6,037Β 

120Β 

Β 90,737Β 

Β 97,948Β 

Β 

Β 

Condensed Consolidated Statement of Cash flow

for the six months to 31 December 2010

Β Unaudited

Β Unaudited

Β Audited

Β SixΒ monthsΒ to31 December2010

Β Six months toΒ 31 December2009

Β Year to30 June2010

Β Β£000

Β Β£000

Β Β£000

Β Restated

Β Note 11

Operating activities

Profit before tax from continuing operations

123Β 

128Β 

447Β 

(Loss)/profit before tax from discontinued operations

(37)

182Β 

Β 2,455Β 

Β 86Β 

310Β 

Β 2,902Β 

Depreciation of property, plant and equipment

Β 43Β 

125Β 

251Β 

Goodwill on acquisition of subsidiaries

-Β 

-Β 

(50)

Restatement of loans to joint ventures

-Β 

-Β 

Β (710)

Share-based payments

Β 37Β 

152Β 

220Β 

Profit on sale of investment and owner occupied properties

-Β 

(15)

(57)

Profit on disposal of investment in subsidiary

-Β 

-Β 

(1,936)

Share of profit of joint ventures (net of tax)

(67)

Β (312)

Β (361)

Financial income

Β (393)

Β (338)

(1,086)

Financial expenses

Β 77Β 

128Β 

316Β 

Operating cash flows before movements in working capital

Β (217)

Β 50Β 

Β (511)

Decrease in inventories

Β 8,345Β 

Β 9,231Β 

Β 7,026Β 

Decrease/(increase) in receivables

Β 4,977Β 

(1,643)

Β 9,233Β 

(Decrease)/increase in payables

(12,801)

472Β 

(1,569)

Cash generated by operating activities

304Β 

Β 8,110Β 

Β 14,179Β 

Tax received

Β 21Β 

-Β 

-Β 

Tax paid

-Β 

-Β 

(2)

Interest paid

(45)

Β (118)

Β (237)

Net cash flows from operating activities

280Β 

Β 7,992Β 

Β 13,940Β 

Investing activities

Proceeds from disposal of subsidiary undertakings, net of cash disposed

-Β 

-Β 

Β 3,816Β 

Proceeds from disposal of investment and other owner-occupied properties

Β 14Β 

121Β 

324Β 

Proceeds from disposal of other property, plant and equipment

-Β 

-Β 

Β 1Β 

Interest received

244Β 

252Β 

291Β 

Purchase of property, plant and equipment

Β (111)

Β (160)

Β (195)

Net increase in loans to joint ventures and other investments

123Β 

Β 1,239Β 

(2,809)

Net cash flows from investing activities

270Β 

Β 1,452Β 

Β 1,428Β 

Financing activities

Proceeds from issue of shares

Β 69Β 

Β 82Β 

109Β 

Purchase of own shares

(75)

(52)

Β (108)

Dividends paid

-Β 

-Β 

(7,872)

Net cash flows from financing activities

(6)

Β 30Β 

(7,871)

Net increase in cash and cash equivalents

544Β 

Β 9,474Β 

Β 7,497Β 

Cash and cash equivalents at beginning of period

Β 18,423Β 

Β 10,926Β 

Β 10,926Β 

Cash and cash equivalents at end of period

Β 18,967Β 

Β 20,400Β 

Β 18,423Β 

Β 

NOTES TO THE FINANCIAL STATEMENTS

Β 

1. Basis of preparation

Β 

The Interim Report of the Group for the six months ended 31 December 2010 has been prepared in accordance with IAS 34 "Interim Financial Reporting" and International Financial Reporting Standards ('IFRS') as adopted for use in the European Union ('EU') and in accordance with the Disclosure and Transparency Rules of the Financial Services Authority.

Β 

The Interim Report does not constitute financial statements as defined in Section 434 of the Companies Act 2006 and does not include all of the information and disclosures required for full annual statements. It should be read in conjunction with the Report and Accounts for the year ended 30 June 2010, which is available either on request from the Group's registered office, Integration House, Rye Close, Ancells Business Park, Fleet, Hampshire, GU51 2QG or can be downloaded from the corporate website www.mjgleeson.com.

Β 

The comparative figures for the financial year ended 30 June 2010 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters which the auditors drew attention to by way of emphasis without qualifying their report and (iii) did not contain statements under Section 498 (2) or (3) of the Companies Act 2006.

Β 

Change in accounting policy

As of 1 July 2009, the Group has changed the accounting treatment for one of its regeneration sites from complying with IAS 11 "Long Term Contract Accounting" to complying with the sale of goods within the scope of IAS 18 "Revenue". The change in accounting policy is due to the issuance of IFRIC 15 "Agreements for the Construction of Real Estate", which provides guidance on how certain agreements should be accounted for.

Β 

Following the change in policy, revenue from the Grove Village project is now recognised when contracts to sell the property are completed and title has passed. Previously, revenue was based upon costs incurred plus sales margin. The change in policy has been implemented in accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", with comparative figures for the 6 months to 31 December 2009 being restated. The 30 June 2010 figures were reported in line with the current policy and are not restated. The detail of the changes in accounting policy are set out in note 11.

Β 

Going concern

In determining the appropriate basis of preparation of the Interim Report, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future.

Β 

The Group's business activities, together with factors that are likely to affect its future development, financial performance and financial position are set out in the Chairman's Statement along with the principal risks and uncertainties that have been identified as being capable of affecting the Group's performance in the second half of the financial year.

Β 

The Group meets its day-to-day working capital requirements through its cash resources. The current economic conditions create uncertainty, particularly over the level of demand for the Group's goods and services and the availability of bank finance.

Β 

The Group's forecasts and projections show that the Group is able to operate without the need for debt finance for the foreseeable future.

Β 

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Interim Report.

Β 

Β 

This Interim Report was approved for issue by the Board of Directors on 21 February 2011.

Β 

2. Accounting policies

Β 

The accounting policies adopted are consistent with those of the Report and Accounts for the year ended 30 June 2010, as described in those financial statements.

Β 

Β 

3. Responsibility statement

Β 

The Directors confirm that this Interim Report has been prepared in accordance with IAS 34 and that the Chairman's Statement and the notes to the financial statements herein 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 DTR 4.2.8R (disclosure of related party transactions and changes therein).

Β 

Β 

4. Cautionary statement

Β 

This Interim Report contains certain forward looking statements with respect to the financial condition, results, operations and business of MJ Gleeson Group PLC. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Nothing in this Interim Report should be construed as a profit forecast.

Β 

Β 

5. Directors' liability

Β 

Neither the Company nor the Directors accept any liability to any person in relation to this Interim Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with Section 90A of the Financial Services and Marketing Act 2000.

Β 

Β 

6. Segmental analysis

Β 

For management purposes, the Group is organised into the following five operating divisions:

Β 

β€’ Gleeson Regeneration & Homes focuses on estate regeneration and housing development on brownfield land in the North of England.

β€’ Gleeson Strategic Land focuses on the purchase of options over land in the South of England.

β€’ Gleeson Capital Solutions manages the Group's Private Financing Initiative investments in social housing.

β€’ Gleeson Commercial Property Developments was engaged in commercial property development in the UK. The disposal programme for this division was completed in the year to 30 June 2010.

β€’ Gleeson Construction Services includes constructions services in the UK.

Β 

Powerminster Gleeson Services was considered to be an operating division up until it was sold on 30Β June 2010. This division is now reported as a discontinued activity.

Β 

Segment information about the Group's operations, including joint ventures, is presented below:

Β 

Note

Unaudited

Unaudited

Audited

SixΒ monthsΒ toΒ 31Β December2010

SixΒ months to31 December2009

Year to30 June2010

Β Β£000

Β Β£000

Β Β£000

Β Restated

Β Note 11

Revenue

Continuing activities:

Gleeson Regeneration & Homes

20,641Β 

Β 13,919Β 

22,741Β 

Gleeson Strategic Land

3,395Β 

Β 9,832Β 

10,490Β 

Gleeson Capital Solutions

Β -Β 

-Β 

Β -Β 

Gleeson Commercial Property Developments

Β -Β 

Β 3,573Β 

13,231Β 

Gleeson Construction Services

Β (18)

Β 67Β 

72Β 

24,018Β 

Β 27,391Β 

46,534Β 

Discontinued activities:

Gleeson Construction Services

8

120Β 

Β 196Β 

666Β 

Powerminster Gleeson Services

8

Β -Β 

Β 8,925Β 

17,419Β 

120Β 

Β 9,121Β 

18,085Β 

Total revenue

24,138Β 

Β 36,512Β 

64,619Β 

Profit/(loss) on activities

Gleeson Regeneration & Homes

Β (812)

(1,461)

Β (1,307)

Gleeson Strategic Land

1,593Β 

Β 2,379Β 

2,191Β 

Gleeson Capital Solutions

Β (95)

Β 298Β 

282Β 

Gleeson Commercial Property Developments

Β (30)

(105)

480Β 

Gleeson Construction Services

Β (27)

(46)

Β (68)

629Β 

Β 1,065Β 

1,578Β 

Group Activities

Β (807)

(1,147)

Β (1,901)

Financial income

378Β 

Β 338Β 

1,086Β 

Financial expenses

Β (77)

(128)

Β (316)

Profit before tax

123Β 

Β 128Β 

447Β 

Tax

Β -Β 

-Β 

235Β 

Profit for the period from continuing operations

123Β 

Β 128Β 

Β 682Β 

(Loss)/profit for the period from discontinued operations (net of tax) and gain from sale of discontinued operation

8

Β (37)

Β 182Β 

2,455Β 

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

86Β 

Β 310Β 

3,137Β 

Β 

Β 

7. Exceptional items

Β 

Impairment of inventories and contract provisions

At 31 December 2010, the Group conducted a review of the net realisable value of the land and work in progress carrying values of its sites in light of the condition of the UK housing market. In prior periods, where the estimated net present realisable value was less than its carrying value within the balance sheet, the Group impaired the carrying value. In the period to 31 December 2010, where the estimated net present realisable value is greater than the carrying value within the balance sheet, the Group has partially reversed the impairment previously made.

Β 

Impairment of loans to joint ventures

At 31 December 2010, the Group conducted a review of the net realisable value of loans to joint ventures in light of the condition of the UK commercial property market. In prior periods, where the estimated net present realisable value of a previously impaired loan was more than its carrying value within the balance sheet, the Group has reversed the impairment previously made.

Β 

Restructuring costs

During prior periods, the Group incurred significant costs in relation to reorganising and restructuring the business. In the period to 31 December 2010, the Group has reviewed the level of provision and has released excess provisions.

Β 

Exceptional income may be summarised as follows:

Β 

Unaudited

Unaudited

Audited

Six months to31 December2010

Six months to31 December2009

Year to30 June2010

Β Β£000

Β Β£000

Β Β£000

Impairment of inventories and contract provisions

Β 576

-

2,803

Impairment of loans to joint ventures

Β -

-

710

Restructuring costs

Β 248

-

-

Β 824

-

3,513

Gleeson Regeneration & Homes

Β 824

-

Β 2,803

Gleeson Commercial Property Developments

-

-

Β 710

Β 824

-

Β 3,513

Β 

Β 

8. Discontinued operations

Β 

The Group disposed of certain assets and liabilities of the Gleeson Engineering Division of Gleeson Construction Services to Black and Veatch Limited ('B&V') in a prior period and treated this as a Discontinued Operation. A small number of contracts were legally retained but the operations were taken over by B&V on the Group's behalf on a cost plus basis. Consequently, the Group has no involvement in the day to day running of these contracts and acts as an intermediary. At the time of the sale, the remaining costs to complete the contracts were considered insignificant in relation to the separately identifiable division as a whole.

Β 

On 30 June 2010, the Group disposed of the Powerminster Gleeson Services division to Morgan Sindall Group Plc. The results for the 6 months to 31 December 2009 have been restated to reflect the discontinued nature of this division.

Β 

Unaudited

Unaudited

Audited

Six months to31 December2010

Six months to31 December2009

Year to30 June2010

Β£000

Β£000

Β£000

Β Restated

Β Note 11

Revenue

120Β 

Β 9,121Β 

Β 18,085Β 

Cost of sales

Β (128)

(7,732)

(15,514)

Gross (loss)/profit

(8)

Β 1,389Β 

Β 2,571Β 

Administrative expenses

(44)

(1,207)

(2,052)

Operating (loss)/profit

(52)

182Β 

519Β 

Gain on disposal of discontinued operations

-Β 

-Β 

Β 1,936Β 

Financial income

Β 15Β 

-Β 

-Β 

(Loss)/profit before tax

(37)

182Β 

Β 2,455Β 

Tax

-Β 

-Β 

-Β 

(Loss)/profit for the period from discontinued operations

(37)

182Β 

Β 2,455Β 

Β 

9. Tax

Β 

The accounts for the 6 months to 31 December 2010 include a tax charge of 0.0% of profit before tax (31 December 2009 0.0%; 30 June 2010 credit 3.0%). The Group's effective tax rate continues at a lower level than the underlying UK tax rate of 28.0% (31 December 2009 28.0%; 30 June 2010 28.0%) as the Group benefits from the utilisation of tax losses.

Β 

Β 

10. Earnings per share

Β 

From continuing and discontinued operations

The calculation of the basic and diluted earnings per share is based on the following data:

Β 

Earnings

Β UnauditedΒ 

Β UnauditedΒ 

Β AuditedΒ 

Β SixΒ monthsΒ to31Β DecemberΒ 2010Β 

Β SixΒ monthsΒ toΒ 31Β DecemberΒ 2009Β 

Β YearΒ toΒ 30Β JuneΒ 2010Β 

Β Β£000Β 

Β Β£000Β 

Β Β£000Β 

Β RestatedΒ 

Β NoteΒ 11Β 

Earnings for the purposes of basic earnings per share, being net

profit/(loss) attributable to equity holders of the parent company

Profit from continuing operations

123Β 

128Β 

682Β 

(Loss)/profit from discontinued operations

Β (37)

182Β 

Β 2,455Β 

Earnings for the purposes of basic and diluted earnings per share

86Β 

310Β 

Β 3,137Β 

Number of shares

Β 31Β DecemberΒ 2010Β 

Β 31Β DecemberΒ 2009Β 

Β 30Β JuneΒ 2010Β 

No.Β 000

No.Β 000

No.Β 000

Weighted average number of ordinary shares for the purposes of

basic earnings per share

52,394Β 

52,248Β 

52,260Β 

Effect of dilutive potential ordinary shares:

Share options

Β -Β 

-Β 

-Β 

Weighted average number of ordinary shares for the purposes of

diluted earnings per share

52,394Β 

52,248

52,260Β 

From continuing operations

Β 31Β DecemberΒ 2010Β 

Β 31Β DecemberΒ 2009Β 

Β 30Β JuneΒ 2010Β 

p

p

p

Basic and diluted

Β 0.23Β 

Β 0.24Β 

Β 1.30Β 

From discontinued operations

Β 31Β DecemberΒ 2010Β 

Β 31Β DecemberΒ 2009Β 

Β 30Β JuneΒ 2010Β 

p

p

p

Basic and diluted

(0.07)

Β 0.35Β 

Β 4.70Β 

From continuing and discontinued operations

Β 31Β DecemberΒ 2010Β 

Β 31Β DecemberΒ 2009Β 

Β 30Β JuneΒ 2010Β 

p

p

p

Basic and diluted

Β 0.16Β 

Β 0.59Β 

Β 6.00Β 

Β 

Β 

11. Restatement of comparatives

Β 

IFRIC 15 'Agreements for the construction of real estate'

IFRIC 15 'Agreements for the construction of real estate' was issued on 3 July 2008 and is mandatory for periods beginning on or after 1 January 2010. The Group has taken up the option for the early adoption of IFRIC 15 in the accounts to 30 June 2010. Following the clarification contained within IFRIC 15, the Group has revised the revenue recognition on the Grove Village regeneration project from that of a long term contract to that of unit sales.

Β 

The Group has reported both the current period results and the prior period comparatives in line with IFRIC 15 and restated the comparatives for the 6 months ended 31 December 2009. The prior year comparatives were reported in line with the new policy, details of which were reported in the Group's audited Report and Accounts for the year ended 30 June 2010.

Β 

Disposal of Powerminster Gleeson Services and subsidiaries

On 30 June 2010, the Group disposed of Powerminster Gleeson Services Ltd. The Group has reclassified results in the prior periods as discontinued, resulting in the restatement of the consolidated statement of comprehensive income. The comparatives for the year ended 30 June 2010 were restated in the Group's audited Report and Accounts for the year ended 30 June 2010.

Β 

Β 

Restatement of consolidated statement of comprehensive income for the 6 months ended 31 December 2009

Β 

Β Previously

Β IFRIC 15

Β Powerminster

Β Restated

Β reported

Β restatement

Β disposal

Β Β£000

Β Β£000

Β Β£000

Β Β£000

Continuing operations

Revenue

Β 35,971Β 

345Β 

(8,925)

Β 27,391Β 

Cost of sales

(31,321)

Β (313)

Β 7,536Β 

(24,098)

Gross profit/(loss)

Β 4,650Β 

Β 32Β 

(1,389)

Β 3,293Β 

Administrative expenses

(4,862)

-Β 

Β 1,160Β 

(3,702)

Profit on sale of investment and owner-occupied properties

Β 15Β 

-Β 

-Β 

Β 15Β 

Share of profit of joint ventures (net of tax)

312Β 

-Β 

-Β 

312Β 

Operating profit/(loss)

115Β 

Β 32Β 

Β (229)

(82)

Financial income

338Β 

-Β 

-Β 

338Β 

Financial expenses

Β (128)

-Β 

-Β 

Β (128)

Profit/(loss) before tax

325Β 

Β 32Β 

Β (229)

128Β 

Tax

-Β 

-Β 

-Β 

-Β 

Profit/(loss) for the year from continuing operations

325Β 

Β 32Β 

Β (229)

128Β 

Discontinued operations

Profit for the year from discontinued operations (net of tax) and gain from sale of discontinued operation

(47)

-Β 

229Β 

182Β 

Profit/(loss) for the year attributable to

equity holders of the parent company

278Β 

Β 32Β 

-Β 

310Β 

Earnings per share attributable to equity holders of parent company

Basic and diluted

Β 0.53Β 

Β 0.06Β 

-Β 

Β 0.59Β 

Earnings per share from continuing operations

Basic and diluted

Β 0.62Β 

Β 0.06Β 

(0.44)

Β 0.24Β 

Β 

Β 

Restatement of consolidated statement of financial position as at 31 December 2009

Β 

Previously

IFRIC 15

Restated

reported

restatement

Β Β£000

Β Β£000

Β Β£000

Non-current assets

Β 26,557Β 

-Β 

Β 26,557Β 

Current assets

Inventories

Β 40,556Β 

Β 23,915Β 

Β 64,471Β 

Trade and other receivables

Β 54,405Β 

(24,817)

Β 29,588Β 

Cash and cash equivalents

Β 20,400Β 

-Β 

Β 20,400Β 

Β 115,361Β 

(902)

Β 114,459Β 

Total assets

Β 141,918Β 

(902)

Β 141,016Β 

Total liabilities

(38,108)

-Β 

(38,108)

Net assets

Β 103,810Β 

(902)

Β 102,908Β 

Equity

Share capital

Β 1,053Β 

-Β 

Β 1,053Β 

Share premium account

Β 5,943Β 

-Β 

Β 5,943Β 

Capital redemption reserve

Β 120Β 

-Β 

Β 120Β 

Retained earnings

Β 96,694Β 

(902)

Β 95,792Β 

Total equity

Β 103,810Β 

(902)

Β 102,908Β 

Β 

Β 

12. Related party transactions

Β 

Identity of related parties

The Group has a related party relationship with its joint ventures and key management personnel.

Β 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Β 

Transactions with key management personnel

At 31 December 2010, the Group owed Β£1,000 (31 December 2009 Β£Nil; 30 June 2010 Β£1,000) in relation to contract retentions to JD Plastics & Rooflines Ltd, a company in which Jolyon Harrison is a director. The Group has made no purchases from the company in the period (31 December 2009 Β£Nil; 30 June 2010 Β£17,000). The comparative figure is for the supply and fitting of cladding materials.

Β 

Provision of goods and services to joint ventures

Β 

Unaudited

Unaudited

Audited

Six months to31 December2010

Six months to31 December2009

Year to30 June2010

Β£000

Β£000

Β£000

Gleeson Capital Solutions

Β 387

262

800

387

262

800

Β 

Sales to related parties were made at market rates.

Β 

Amounts owed by and owed to joint ventures are analysed below:

Β 

The amounts owed by joint ventures are shown below:

Β 

Unaudited

Unaudited

Audited

Six months to31 December2010

Six months to31 December2009

Year to30 June2010

Β£000

Β£000

Β£000

Restated

Note 11

Loans and other investments

Β 4,445

Β 8,532

Β 4,484

Prepayments and accrued income

Β 83

Β 49

Β 61

Β 4,528

Β 8,581

Β 4,545

Β 

The comparatives for 31 December 2009 have been restated due to the change in treatment of the Grove Village regeneration project from long term contract to sale of goods as a result of a review of the contract in light of IFRIC 15.

Β 

The amounts owed to joint ventures at 31 December 2010 totalled Β£Nil (31 December 2009 Β£Nil; 30Β June 2010 Β£13,000). These are shown as trade payables.

Β 

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. In the prior periods, Β£5,950,000 was provided for doubtful debts in respect of amounts owed by related parties. In the current year Β£Nil (31 December 2009 Β£Nil; 30 June 2010 Β£710,000) of this provision has been released.

Β 

Group pension scheme

The Group operates a defined contribution pension plan. The assets of the pension plan are held separately from those of the Group in funds under the control of the trustees.

Β 

The total pension cost charged to the income statement in the 6 months to 31 December 2010 of Β£150,000 (6 months to 31 December 2009: Β£206,000; year to 30 June 2009: Β£559,000) represents contributions payable to the defined contribution pension plan by the Group at rates specified in the plan rules. At 31 December 2010, contributions of Β£36,000 (31 December 2009: Β£53,000; 30 June 2010 Β£57,000) due in respect of the current reporting period had not been paid over to the pension plan. Since the year end, this amount has been paid.

Β 

Β 

This information is provided by RNS
The company news service from the London Stock Exchange
Β 
END
Β 
Β 
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