Final Results
Aukett Group PLC
27 January 2006
For Release
27 January 2006
Aukett Group PLC
2005 PRELIMINARY RESULTS ANNOUNCEMENT
Repositioning and Long Term Growth Strategy in Place
Aukett Group Plc ('Aukett'), the international group of architects, designers
and engineers announces its Preliminary Results for the 12 months ended 30
September 2005. Aukett provides creative design consultancy in a diverse range
of sectors including: commercial property, hotels, retail, interior design,
urban regeneration, residential, healthcare, leisure, transportation and
technical support facilities.
The Group's network has been rationalised and offices with delivery capability
are now situated in Berlin, Bratislava, Frankfurt, London, Moscow, Prague and
Warsaw. Glasgow has been closed, Holland sold, London consolidated into the West
End, and a new joint venture in Romania.
Financial Highlights
Year ended 30 September 2005 2005 2004
(as restated)
Turnover £12.28m £11.69m
Group work done £12.61m £11.90m
Operating profit/(loss) £236,000 (£1,223,000)
Profit/(loss) before tax £159,000 (£1,327,000)
Basic and diluted earnings/(loss) per share 0.02p (1.63p)
Dividends per share £nil £nil
Net assets £2.33m £0.28m
Net borrowings (£1.38m) (£1.46m)
Gearing 59% 521%
Key Points of Statement.
• Five month contribution from Fitzroy Robinson.
• New long term strategy in place.
• Financial position strengthened.
• Merger with Fitzroy Robinson contributed significantly to improved
balance sheet position, better trading performance.
• Stand alone Aukett operation loss-making during period, improvement
in latter months.
• IT infrastructure upgraded.
• Mixed set of results in Europe.
• Greatest potential markets in Russia, Poland and Spain.
• Proposed move to AIM from Official List.
CEO, Nicholas Thompson, said:
'Most of the shortcomings have now been addressed in the UK and throughout the
wider European network. Under performing operations have been either
rationalised or sold, with internal control systems strengthened. A new
management team is in place to ensure that the enlarged group operates and grows
from a stable base in what is a competitive market place. Our intention is to
implement a growth strategy which aims to double the size of the business within
the next five years. This strategy will combine organic growth underpinned by
greater volumes through existing business streams alongside a general increase
in the scale of projects, as demonstrated by recent project wins.'
Enquiries to:
Nicholas Thompson, Chief Executive Nicholas.thompson@aukettfitzroyrobinson.com
Gerry Deighton, Chairman
Aukett Group Plc Tel: 020 7636 8033
Peter Binns peter.binns@binnspr.co.uk
Binns & Co PR Tel: 020 7786 9600
AUKETT GROUP PLC
Results for the twelve months ended 30 September 2005
Introduction
I became the CEO role of the newly merged group in April 2005. My immediate
task was to ensure the successful integration of the two businesses following
the merger and at the same time ensuring that a new long-term strategy for the
business was developed. This involved rationalising the operations whilst
effecting a continued strengthening of our financial position. I am pleased to
report that progress has been made on both fronts, details of which are covered
in the report below.
The repositioning of the Group has involved many difficult decisions. As a
people based business, our principal fixed cost is premises and these have been
successfully reduced through relocation, substantially lowering the cost base.
Our variable costs are almost entirely staff related and reducing these has been
a painful but necessary operation. Overall, we have achieved these
restructurings whilst continuing to provide a first class product to our clients
and I am immensely grateful to our staff for their dedication and effort.
Financial overview
The Group achieved a net profit before tax for the year of £0.16m (2004: Loss
£1.33m as restated) on work done of £12.6m (2004: £11.9m as restated). We have
amended our accounting policy in line with UITF 40; the financial impact of
which is detailed in note 6 below. The merger with Fitzroy Robinson contributed
significantly to the improved balance sheet position as well as contributing to
a better trading performance, albeit for only the last 5 months of the year.
The stand alone Aukett operation continued to make losses during the period now
reported but an improvement was achieved in the latter months. Our cash
position also started to improve with inroads made into our debtor collection
rate on the basis of improved appointment and invoicing methodology along with a
more focused recovery programme. There are a small number of significant
project claims, totalling approximately £2.8m gross, where the Company is in
negotiations with clients for additional fees which are not included in the
reported result; some of which may be resolved during 2006. Of this sum,
approximately 50% relates to a Planning Consent success fee and the remainder
relates to time related costs for the extended scope of services on various
projects.
Review of Operations
During the financial year, the original London based Aukett operation has been
rationalised to reflect the needs of the on-going business. This process was
managed to ensure that each Sector in which we operate retained the level of
skill and critical mass for it to be able to contribute under our future
strategy. As part of this review, the Board took the decision to close our
Glasgow office. Existing contracts are therefore being run out and no new
commissions taken on.
In order to ensure that our business is fully able to operate in a competitive
environment, a significant upgrade programme has been undertaken to renew our IT
infrastructure including the rolling out of the latest AutoCad software system
throughout our UK and European operations. This enabled us to maximise our
buying power and achieve significant volume discounts.
In December 2005 we completed our move from Battersea to new premises in the
West End at a one-off cost of £390,000 for penalties and dilapidations, thus
relocating all of our staff within walking distance of each other. Going
forwards, this move will result in a rental saving of in excess of £300,000 per
annum plus associated office running costs. Additionally, we are now
outsourcing administrative tasks wherever possible, including IT management,
archiving and payroll to ensure that we only retain necessary and strategically
appropriate administrative backup.
In Europe we have had a mixed set of results. Our Russian operation continues
to gain new, significant enquiries but is hampered by a skills shortage. Poland
has returned to profitability but remains dependent on projects in Russia. The
Czech office has continued to expand its operations in central Europe with a
joint venture being formed in Romania on the back of projects secured there. The
German operations are maintaining income in what continues to be a very
difficult market. Despite a number of initiatives including a local alliance,
our Dutch operation has continued to under perform and the operation was
therefore sold in December 2005 to our alliance partners who have assumed all
liabilities.
Corporate strategy
Having returned the UK operations to profit, my principal aim for the
forthcoming year is to continue to improve commercial performance by increasing
the number of high quality, high value projects which the practice undertakes
coupled with sound financial management. It is pleasing to note that in the
immediate post merger period we have been invited to bid or have been short
listed on a number of significant projects, of which a small number are in
excess of £100m construction value. This reflects our status as one of the few
significant UK based architectural practices with a track record of delivering
large scale projects from conceptual design to practical completion.
Our intention is to implement a growth strategy which aims to double the size of
the business within the next five years. This strategy will combine organic
growth underpinned by greater volumes through existing business streams
alongside a general increase in the scale of projects, as demonstrated by recent
project wins. To deliver this strategy and to ensure that ultimate succession
can be properly managed, the Board has adopted an active strategy of giving
greater responsibility to key staff below director level.
We believe that looking beyond the UK our greatest potential markets are
situated in Russia, Poland and Spain and consider our operations in these
countries complementary to those in London in terms of likely commercial growth
over the ensuing period. In Spain, we are looking to forge a strategic alliance
with an appropriate partner so long as it is on the right commercial terms.
A factor within this growth strategy is the greater potential to enhance
earnings by better utilisation of the expertise and the lower cost base that our
European network can deliver whilst maintaining overall quality. We are
commencing a programme of investment into our Central and East European offices
to ensure that they have state-of-the-art technology providing all offices with
the capability to work with each other on significant projects.
We have reviewed our current positioning on the stockmarket as a 'small cap'
company on the Official list. With the evolution and greater acceptability of
AIM and its attractions to investors as well as its growing reputation, the
Board has decided that the future of the Company would be better served if it
were to be quoted on an exchange with companies of a similar size and outlook.
As such, a resolution will be put to shareholders to approve the Company's
proposed move to AIM under the fast track procedures of the London Stock
Exchange.
Gerry Deighton has assumed the role of Chairman and Jose Luis Ripoll has stepped
down from the Board with immediate effect having fulfilled the objectives set
out by him last year. On behalf of the Board I would like to thank him for his
contribution over the last 18 months.
Summary
It was clear upon concluding the Merger that a number of significant
shortcomings still existed in the previous operations, both in the UK and
throughout the wider European network. Most have now been addressed and
underperforming operations have either been rationalised or sold and a strategy
put in place to better position the business longer term. Having strengthened
the internal control systems, the new management team will continue to exercise
diligent control over operations to ensure that we can operate and grow from a
stable base in what is a competitive marketplace.
Finally, I would like to thank the Directors and staff for their commitment and
dedication to making the merged entity a success, both in the few months we have
been together and in the many years of future success to which we can look
forward.
J N E Thompson
Chief Executive Officer
27 January 2006
Consolidated profit and loss account
For the year ended 30 September 2005
Notes 2005 2004
£000 (as restated)
£000
Group turnover 1 12,284 11,690
Movement in amounts
Recoverable on contracts 1 327 214
Group work done 1 12,611 11,904
Existing Operations 10,158 11,904
Acquisitions 2,453 -
Group Work Done 12,611 11,904
Group operating profit/(loss) 2 236 (1,223)
Existing Operations (114) (1,223)
Acquisitions 350 -
Operating profit/(loss) 236 (1,223)
Share of operating profit/(loss) in joint 25 31
ventures and associate
Exceptional items:
Profit on disposal of joint 3 23 -
ventures
Profit/(loss) on ordinary activities before 284 (1,192)
interest and tax
Net interest payable (125) (135)
Profit/(loss) on ordinary activities before 4 159 (1,327)
tax
Tax (charge)/credit on profit/(loss) on (136) 143
ordinary activities
Profit/(loss) on ordinary activities after 23 (1,184)
tax
Dividends - -
Retained profit/(loss) for the year 23 (1,184)
Basic and diluted earnings/(loss) per share 5 0.02p (1.63p)
There is no difference between the profit/(loss) on ordinary activities before
taxation and the retained profit/(loss) for the Group stated above and their
historical cost equivalents.
The operating profit for the year arises from the Group's continuing operations
Consolidated Balance Sheet
At 30 September 2005
2005 2004
(as restated)
£000 £000 £000 £000
Fixed assets
Intangible assets 1,647 204
Tangible assets 350 363
Investments in joint ventures:
Share of gross assets - 357
Share of gross liabilities - (308)
- 49
Investment in associate 31 29
2,028 645
Current assets
Debtors 6,064 5,271
Cash at bank and in hand 1,158 404
7,222 5,675
Creditors falling due within one year (5,400) (5,989)
Net current assets/(liabilities) 1,822 (314)
Total assets less current liabilities 3,850 331
Creditors falling due after one year (1,520) (53)
Net assets 2,330 278
Capital and reserves
Called up share capital 1,448 724
Share premium account 1,385 1,794
Merger reserve 1,542 -
Profit and loss account (2,045) (2,240)
Equity shareholders' funds 2,330 278
Statement of total recognised gains and losses
For the year ended 30 September 2005
2005 2004
(as
restated)
£000
£000
Profit/(loss) for the financial year 23 (1,184)
Foreign exchange differences (28) 41
Total gains and losses recognised in the year (5) (1,143)
Prior period adjustment (note 6) (243)
Total gains and losses recognised since the last annual report (248)
Reconciliation of movements in equity shareholders' funds
For the year ended 30 September 2005
2005 2004
£000 £000
Opening shareholders' funds as originally presented 521 1,493
Prior Period Adjustments (note 6) (243) (72)
Opening shareholders' funds as restated 278 1,421
Exchange movement (28) 41
New shares issued 2,266 -
Share issue costs offset against share premium account (209) -
Profit/(loss) attributable to shareholders 23 (1,184)
Shareholders' funds at 30 September 2,330 278
Consolidated Cash Flow Statement
For the year ended 30 September 2005
2005 2004
(as restated)
£000 £000 £000 £000
Net cash inflow from operating activities 426 523
Returns on investments and servicing of (125) (135)
finance
Tax paid (46) 73
Capital expenditure
Purchase of tangible fixed assets (117) (14)
Acquisitions and disposals
Disposal of joint venture 44 -
Cash acquired with subsidiary 508 -
Costs of acquisition of subsidiary (409) -
Net cash inflow before financing 281 447
Financing
Repayment of loans - (40)
Principal repayments under hire purchase
contracts and finance leases (92) (147)
Net cash outflow from financing (92) (187)
Increase in cash 189 260
Reconciliation of net cash flow to movement in net
debt
Increase in cash for the year 189 260
New loans forming part of consideration for
acquisition of subsidiary (200) -
Cash outflow from decrease in debt 92 187
New finance leases - -
Movement in net debt during the year 81 447
Net debt at 1 October 2004 (1,464) (1,911)
Net debt at 30 September 2005 (note 9) (1,383) (1,464)
NOTES
1 Turnover and work done
An analysis of turnover and work done by geographical area of destination is as
follows:
2005 2004
(as restated)
United Rest of United Rest of
Kingdom Europe Total Kingdom Europe Total
£000 £000 £000 £000 £000 £000
Turnover
Gross turnover 9,969 2,728 12,697 9,790 2,655 12,445
Less: Share of joint - (210) (210) - (498) (498)
ventures
Share of associate - (203) (203) - (257) (257)
Group turnover 9,969 2,315 12,284 9,790 1,900 11,690
Movement in amounts
recoverable on contracts
Gross movement 311 76 387 282 (138) 144
Less: Share of joint - 3 3 - 63 63
ventures
Share of associate - (63) (63) - 7 7
Group movement in amounts
recoverable on contracts 311 16 327 282 (68) 214
Work done
Gross work done 10,280 2,804 13,084 10,072 2,517 12,589
Less: Share of joint - (207) (207) - (435) (435)
ventures
Share of associate - (266) (266) - (250) (250)
Group work done 10,280 2,331 12,611 10,072 1,832 11,904
2 Group operating profit/(loss)
2005 2004
Existing Acquisition Total (as restated)
£'000 £'000 £'000 £'000
Turnover 9,586 2,698 12,284 11,690
Movement in work in progress 572 (245) 327 214
Group work done 10,158 2,453 12,611 11,904
Other operating income 49 - 49 172
Staff costs (5,446) (978) (6,424) (6,927)
Amortisation of goodwill (52) - (52) (63)
Depreciation (233) (65) (298) (336)
Other operating charges (4,200) (1,060) (5,260) (5,327)
Exceptional operating charges (390) - (390) (646)
Group operating profit/(loss) (114) 350 236 (1,223)
The exceptional operating charge of £390,000 comprises provisions for the
£230,000 exit penalty on early termination of the lease of the Group's Battersea
offices and £160,000 for associated dilapidation costs.
The 2004 exceptional operating charges related to an impairment provision of
£236,000 to fully amortise goodwill carried on the balance sheet in respect to
Aukett BV, costs relating to 2004 EGM of £210,000 mainly comprise professional
adviser fees in respect to issuing the circulars to shareholders and holding the
subsequent EGM in March 2004, and adviser costs relating to the Acquisition (see
note 7).
3 Exceptional item
The exceptional item relates to the profit on disposal of the Group's
non-strategic interest in Aukett & Garretti Srl in December 2004.
4 Profit/(loss) on ordinary activities before taxation
An analysis of profit/(loss) on ordinary activities before taxation by
geographical area is as follows:
2005 2004
(as restated)
United Rest of United Rest of
Kingdom
Kingdom Europe Total Europe Total
£000 £000 £000 £000 £000 £000
Company and subsidiaries 519 5 524 (318) (392) (710)
Share of joint ventures - 23 23 - 28 28
Share of associate - 2 2 - 1 1
519 30 549 (318) (363) (681)
Impairment of goodwill - (236)
Costs relating to 2004 EGM - (210)
Costs relating to the - (200)
Acquisition
Lease penalty & dilapidations (390) -
Group total 159 (1,327)
5 Earnings/(loss) per share
The earnings per share is calculated on the profit attributable to shareholders
of £23,000 for the year ended 30 September 2005 (2004: loss £1,184,000 as
restated) and on 105,940,081 (2004: 72,421,394) ordinary shares, being the
weighted average number of shares in issue during the year. There is no
additional dilution to the report in either year in accordance with FRS 14,
Earnings per Share.
6 Summary of effects of change in accounting policy
The change in accounting policy has been introduced in response to the
accounting Abstract relating to revenue recognition and service contracts which
was issued in March 2005 and is applicable to all accounting periods ending
after 22 June 2005. The abstract, inter alia, restricts the recognition of
income when the consideration is conditional on a specified future event the
occurrence of which is outside the control of the seller. As a result the work
in progress valuation at 31 March 2005 was £302,000 lower than it would have
been under the previous policy. Of this, £59,000 relates to the current year,
reducing both work done and profit accordingly and £243,000 relates to prior
years and has therefore been taken as an adjustment to reserves.
7 Movement in Reserves
Following the completion of the Acquisition, a total of £409,000 of costs
relating to the issue of shares has been written off against the share premium
account in accordance with s130(2) of the Companies Act 1985. Consequently,
there is a transfer of £200,000 between the profit & loss and share premium
accounts representing share issue costs expensed through the 2004 accounts.
8 Acquisition of a subsidiary undertaking
On 15 April 2005, the Company acquired 100% of the issued share capital of
Fitzroy Robinson Limited for consideration comprising the issue of 72,392,431
new ordinary shares of £0.01 each in the Company and a £200,000 loan note. The
fair value of the consideration was £2,465,883. In accordance with sections 131
and 133 of the Companies Act 1985, the Company has taken no account of any
premium on the shares issued and has recorded the cost of the investment at the
nominal value of the shares issued plus the fair value of the other
consideration. The resulting difference arising on consolidation has been
credited to other reserves.
The following table sets out the book value of the identifiable assets and
liabilities acquired and their fair value to the Group:
Book and
Fair value
£'000
Fixed assets 169
Current assets
Debtors 1,561
Cash 508
Total assets 2,069
Creditors
Fees in Advance 514
Trade creditors 277
Accruals 217
Other creditors 258
Total liabilities 1,266
Net assets 972
Goodwill 1,494
2,466
Satisfied by:
Shares issued 2,266
Loan note 200
2,466
Net cash inflows in respect of the acquisition comprised:
£'000
Cash consideration -
Cash at bank and in hand acquired 508
Bank overdrafts acquired -
508
9 Analysis of net debt
At 1 October Cash flow Non-cash At 30
September
2004 movements 2005
£'000 £'000 £'000 £'000
Cash at bank and in hand 404 754 - 1,158
Overdrafts repayable on (1,729) (565) 1,350 (944)
demand
(1,325) 189 1,350 214
Bank and other loans
repayable in:
Less than one year - - (38) (38)
More than one year - - (1,512) (1,512)
Finance leases and Hire
Purchase contracts (139) 92 - (47)
(139) 92 (1,550) (1,597)
Net Debt (1,464) 281 (200) (1,383)
10 Post Balance Sheet Events
On 16 December 2005 the Company entered into an agreement to sell for €1 100% of
its shares of Aukett BV, a subsidiary based in the Netherlands, to Group A BV -
a team of designers based in Rotterdam with whom the Group had been working. At
the date of disposal, the net liabilities included in the books of the Group
amounted to £20,000.
11 Statutory accounts
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 30 September 2005 or 2004 but is derived
from those accounts. Statutory accounts for 2004 have been delivered to the
Registrar of Companies and those for 2005 will be delivered following the
Company's annual general meeting. The auditors have reported on the 2004
accounts; their reports was unqualified and did not contain statements under
section 237(2) or (3) of the Companies Act 1985.
12 Annual Report
The Annual Report and Accounts is expected to be mailed to
shareholders on or before 28 February 2006. Further copies will be available
from the registered office of the Company, 14 Devonshire Street, London W1G 7AE,
or will be accessible via the Company's website at
www.aukettfitzroyrobinson.com.
This information is provided by RNS
The company news service from the London Stock Exchange