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PremiSys Group PLC (ASE)

  Print      Mail a friend       Annual reports

Wednesday 26 April, 2000

PremiSys Group PLC

Final Results - Year Ended 31 December 1999

PremiSys Group PLC
26 April 2000

                              PremiSys Group plc                              
                             Chairman's Statement                             

Results and dividends
Pre-tax profits before exceptional costs for the year to 31st December 1999
were £1.01 million on turnover of £8.0 million. Earnings per share were 2.4 p
before the exceptional costs, details of which are given below.

Operating profits rose in our architectural and property management divisions.
However, these additional profits were offset, as reported in our interim
statement, by the under-performance of our mechanical and electrical division
in the first half of the year.

In line with the dividend policy set out in the prospectus dated 16th February
1998, the board is not recommending a dividend this year.

Development of the group
As reported in the Interim Statement, discussions relating to the potential
acquisition of R C (Holdings) Limited were terminated in July 1999 following a
protracted due diligence exercise. The abortive costs of £276,000 have been
identified in the profit and loss account as exceptional. 

In May 1999, CHKM Architects Limited was acquired by our architectural
subsidiary Whinney Mackay-Lewis Limited ('WML'). Whilst this transaction was
relatively small, it has usefully extended the range and diversity of
architectural work carried out by WML, adding names such as British Airways,
together with a number of airport authorities, hotels and leisure companies to
its already impressive client list.

In September 1999, the mechanical and electrical engineering consultancy of F
C Foreman & Partners was acquired by the group for £2.47 million. Our existing
engineering consultancy M & E Design (Holdings) Limited ('MEDS') has now been
merged with this business, which now trades as Foremans and is one of the
leading UK consultancies in its field. Richard Kennedy, who had been managing
director of MEDS, stepped down from both MEDS' and the group board, and the
contractual costs associated with his departure have also been treated as

Since the end of the financial year we have embarked upon a major new venture
in the e-commerce field. In February 2000, we concluded agreements with
Stanhope plc and Aurora Investments LLC which resulted in an initial
investment in the Company of £2.4 million to fund the development of a
business-to-business internet portal. This will offer a wide range of
construction related services including on-line procurement of materials for
the UK and European building industry. The portal is currently under
construction with major technology advisors, branding specialists and
recruitment consultants appointed and working to an aggressive timetable. In
addition to their cash investments, both Stanhope and Aurora continue to
provide substantial additional expertise, resource and assistance in
progressing the venture. We anticipate the launch of our initial portal site
within the next 3 - 4 months.

Operational review 
The architectural business (Whinney Mackay-Lewis) has significantly broadened
its client base this year, completing amongst other projects the 250,000 sq ft
London headquarters for ABN AMRO, British Airways' new human resources centre
at Heathrow and Hampshire Constabulary's command and control centre as well as
masterplanning seven international airports

New appointments include a ferry terminal at Hull for P & O, a command and
control centre for Wiltshire Combined Emergency Services, Bologna Airport air
cargo village and a 318 bedroom hotel at Bedfont Lakes. The company has also
been appointed, after winning an international design competition, to join the
team designing and masterplanning the Buddhist statue and park to be built at
Maitreya in India. This will be the largest statue in the world at 152 metres
high, set in a 40,000 acre park with prayer halls, learning centre, shrines,
adjoining hotel, monastery and visitor facilities.

Our acquisition of F C Foreman & Partners and its subsequent merger with MEDS
has addressed management issues in this division, and has enabled increased
efficiencies to be realised within the combined business.

Foremans had a very strong end to the year, gaining new appointments to a
number of high value projects across a broad range of project types. Current
work includes several large projects with Heron International, term contracts
with the Palace of Westminster, the Science Museum and Brent Council and
ongoing projects at Pfizers Pharmaceuticals, with three large projects for the
Church Commissioners. Shopping centre projects are being undertaken in
Folkestone, Northampton, Sunderland and High Wycombe and work is also
progressing on the 'Great Northern Experience' in Manchester for Merlin
Developments, which is a themed leisure scheme incorporating shopping, dining
and cinemas. Further afield there are several hotel projects with Marriott in
Asia and the Middle East and a project for Exxon/Mobil. Recently awarded
projects include fit-outs at Windsor House, Bath House and St Botolph's House
in central London and the City, and a 170,000 sq ft office development in King
William Street. In the leisure sector, Foremans has been appointed for two new
ski and leisure projects in the North of England and mainland Europe, and a
large hotel and residential project in Docklands.

It has been particularly gratifying to see the success achieved by Whinney
Mackay-Lewis and Foremans in winning a number of combined architectural and M
& E appointments since the acquisition.

Cash flow has been affected by the payment in cash of part of the purchase
consideration for Foremans, as well as taking on existing borrowings within
the acquired business.

Property management activities (Prime Estates) have expanded during the year,
and we are currently managing a portfolio of 184 commercial properties owned
by Rotch Property Group. This is an increase of 25 properties since our
interim statement. Prime Estates has also gained a number of new management
contracts for clients outside Rotch Property Group which is encouraging.

Strengthened by the acquisition of F C Foreman & Partners, our existing
businesses continue to trade satisfactorily.

With the construction of our internet portal, the group is clearly entering a
new phase of development, and we are very enthusiastic about the potential
impact of this initiative on the group's future growth.

Walter Goldsmith

25th April, 2000 

                     Consolidated Profit & Loss Account                      
                    for the Year ended 31st December 1999                     

                                          1999                   1998
                                  -------------------    -------------------
                                  Before         After   Before        After
                             exceptional   exceptional exceptional exceptional
                                      Exceptional           Exceptional
                                  costs  costs  costs   costs  costs  costs
                                  £'000  £'000  £'000   £'000  £'000  £'000

Continuing operations
  excluding acquisitions:
Fees for professional services    5,719    -    5,719    6,889    -    6,889 
Contracting income                  592    -      592    1,879    -    1,879
                                  -----  -----  -----    -----  -----  -----
                                  6,311    -    6,311    8,768    -    8,768
Fees for professional services    1,691    -    1,691      -      -      -
                                  -----  -----  -----    -----  -----  -----
                                  8,002    -    8,002    8,768    -    8,768
Change in work in progress          148    -      148     (337)   -     (337)
                                  -----  -----  -----    -----  -----  -----
                                  8,150    -    8,150    8,431    -    8,431
                                  -----  -----  -----    -----  -----  -----
Staff costs                       4,659     79  4,738    3,400    -    3,400
Sub-contracting costs               564    -      564    1,831    -    1,831
Depreciation and amortisation       114    -      114       86    -       86
Other operating charges           1,777    326  2,103    2,057    111  2,168
                                  -----  -----  -----    -----  -----  -----
                                  7,114    405  7,519    7,374    111  7,485
                                  -----  -----  -----    -----  -----  -----

Operating profit / (loss):
Continuing operations
  excluding acquisitions          1,046   (405)   641    1,057   (111)   946
Acquisitions                        (10)   -      (10)     -      -      -
                                  -----  -----  -----    -----  -----  -----
                                  1,036   (405)   631    1,057   (111)   946
Exceptional items:
  Restructuring costs               -      -      -        -     (632)  (632)
                                  -----  -----  -----    -----  -----  -----
Profit on ordinary activities
  before interest                 1,036   (405)   631    1,057   (743)   314

Interest payable less
  receivable                        (22)   -      (22)      25    -       25
                                  -----  -----  -----    -----  -----  -----
Profit on ordinary activities
  before tax                      1,014   (405)   609    1,082   (743)   339

Taxation                           (292)    39   (253)    (290)    72   (218)
                                  -----  -----  -----    -----  -----  -----
Profit retained                     722   (366)   356      792   (671)   121
                                  =====  =====  =====    =====  =====  =====

Earnings per share  - basic         2.4p  (1.2p)  1.2p     2.8p  (2.4p)  0.4p
                    - diluted       2.4p  (1.2p)  1.2p     2.8p  (2.4p)  0.4p

                          Consolidated Balance Sheet                          
                            at 31st December 1999

                                           1999       1998
                                           £'000      £'000                   
Fixed assets:
Goodwill                                  2,187        -
Tangible assets                             851        277
                                          -----      -----
                                          3,038        277
                                          -----      -----

Current assets:
Work in progress                            318         38
Debtors                                   4,450      2,278
Cash at bank                                 84        781
                                          -----      -----
                                          4,852      3,097
Creditors: amounts falling
  due within one year                     3,780      1,648
                                          -----      -----
Net current assets                        1,072      1,449
                                          -----      -----
Total assets less current liabilities     4,110      1,726

Creditors: amounts falling
  due after more than one year            1,032         33
                                          -----      -----
Net assets                                3,078      1,693
                                          =====      =====

Capital and reserves:
Called up share capital                   3,146      2,871
Share premium account                     1,196        442
Merger reserve                           (1,871)    (1,871)
Profit and loss account                     607        251
                                          -----      -----
Shareholders funds                        3,078      1,693
                                          =====      =====


1.  The directors do not recommend payment of a final dividend

2.  Earnings per share is based on the profit after taxation of £722,000 (1998
- £792,000) before exceptional items and £356,000 (1998 - £121,000) after
exceptional items, and the weighted average number of ordinary shares
outstanding during the year of 29,525,445 (1998 - 28,062,988) on the basic
measure, and 29,543,330 (1998 - 28,080,873) on the diluted measure.

3.  The financial information set out above does not comprise the Company's
full statutory accounts for the purpose of Section 240 of the Companies Act
1985 ('the Act'). The consolidated statutory accounts for the Company for the
year ended 31st December 1999, on which the auditors are expected to issue an
unqualified report, will be delivered to the Registrar in due course. Audited
accounts for the year to 31st December 1998, on which the auditors issued an
unqualified report and which did not contain a statement under section 237 (2)
or (4) of the Act, have been delivered to the Registrar of Companies.


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