Preliminary Results
Driver Group plc
12 January 2006
DRIVER GROUP PLC
('Driver Group' or 'the Group')
Maiden Preliminary Results
For the Year ended 30 September 2005
Driver Group provides specialist commercial and dispute resolution services to
the construction industry and was admitted to AIM in October 2005.
HIGHLIGHTS
• Admitted to AIM in October 2005
• Record results for the Group
• Turnover on continuing operations up 6% from £7.60m to £8.06m
• Operating profit before tax and exceptional items increased by 28% from
£1.29m to £1.65m
• Earnings per share before exceptional items up by 48% to 7.4p (2004:
5.0p)
• Expansion into major market of United Arab Emirates
- first offices in Abu Dhabi and Dubai opened
• Outlook very encouraging with major consultancy contract secured in UAE -
see announcement issued today
Enquiries:
Driver Group plc Steve Driver, CEO T: 01706 244 172
WH Ireland David Youngman T: 0161 832 2174
Biddicks Katie Tzouliadis T: 020 7448 1000
CHAIRMAN'S STATEMENT
Introduction
Having joined the Board as part of the preparations for the admission of the
Driver Group's share capital to trading on AIM (a market operated by the London
Stock Exchange plc), this is my first Chairman's report for the Group as well as
the Group's maiden financial statement and I am delighted to announce excellent
results.
During the financial year ending 30 September 2005, Driver Group was privately
owned, converting to PLC status in September 2005 and gaining admission to AIM
on 13 October 2005.
At the same time as the Group's shares were admitted to AIM, the Company raised
£2.0m before expenses in an institutional Placing at 73p per share. The proceeds
will be used to provide additional working capital and to fund the Group's
further expansion.
Financial Results
The performance of the Group has exceeded our expectations and has delivered an
operating profit from continuing operations before exceptional items of £1.65
million and earnings per share before exceptional items of 7.4p. These represent
increases respectively of 27% and 48% on the same period last year. Turnover on
continuing operations rose by 6% to £8.1m from £7.6m last year.
The exceptional items relate principally to the Group's historical practice as a
private company of paying surplus profits as bonuses. As a result, profit on
ordinary activities after exceptional items and before taxation was
approximately break-even, as anticipated in the Admission Document.
Following admission to AIM, surplus profit bonuses will not be paid and the
Directors have committed to a progressive dividend policy consistent with
maintaining an appropriate level of dividend cover.
Trading Overview
During the year, the Group continued to focus on working with larger
construction contractors. The Group has carried out work for six out of the 10
largest construction companies in the UK by turnover according to statistics
published in the Building Magazine in 2004. Our appointments related to major
civil and heavy engineering projects, multi-storey buildings and Private Finance
Initiative/Design Build and Operate assignments. I am pleased to record that
over 80% of Driver Group's turnover during the year was derived from repeat
business and/or continuing projects, testimony to the high quality of service we
deliver to our clients.
A major initiative during the year was the opening of our first offices in the
United Arab Emirates. Supporting one of the most active construction sectors in
the world, the region offers exciting growth opportunities and today, we are
delighted to announce that we have signed a significant agreement in Abu Dhabi
with an international Engineering Consultancy to provide commercial and project
planning services on one of the largest construction projects in the world. The
contract is for an initial three years and will support a minimum of six
consultants, potentially increasing to fifteen consultants over the term of the
agreement. With the minimum resource level of six consultants, this project
should make a significant contribution to securing Driver Group's forecast
profitfor its operations in the United Arab Emirates for the financial year to
30 September 2006. This contract and other opportunities we have identified make
the UAE an important area for growth for us in 2006.
In September 2005, the Group launched Adjudication Toolkit in which it has a 51%
interest. The toolkit is an online programme aimed at enabling users to run
minor or less complex disputes (where it would not be cost effective to engage
external solicitors or consultants) to adjudication. The product is still in the
early stage of marketing.
Prospects
The Group's profile has increased significantly following its admission to AIM
in October 2005. Our enhanced profile is already providing benefits in
attracting additional clients and staff. The prospects for growth in the UK and
European divisions are good and, in the UAE, there are significant opportunities
emerging, not least those associated with today's major contract announcement.
The Directors believe that we are embarking upon an exciting period in the
Driver Group's development and view the financial year ending 30 September 2006
with confidence.
Michael Davis
Chairman
CHIEF EXECUTIVE'S REPORT
The operations of the Group's principal subsidiary company, Driver Consult
Limited, are divided into four geographic regions:
•Northern UK
•Southern UK
•Europe
•UAE
It is on this basis that the Group's performance has been reviewed.
Northern Region
The Northern Region provides its services through a network of offices in
Glasgow, Teesside, Rossendale and Liverpool. The provision of commercial and
dispute resolution services to major contractors during the year has included
involvement in several high profile building and civil engineering projects. The
overall performance of the Northern Region was good and in line with
expectations.
Southern Region
The Southern Region is covered through our offices in Northampton and London.
Results for this Region were very strong and substantially higher than budget.
In addition to providing commercial and dispute resolution services to
contractors, we were engaged to provide expert witness services on major
international arbitrations on behalf of Government departments and this
accounted for the stronger than expected performance from this Region. Over the
coming year, we have plans to strengthen the London office and open offices in
the South West to service existing contractor clients.
European Region
The European Region is serviced from the company's Northampton office. This
division has traditionally provided seconded personnel to international
contractors throughout Europe however during the year, we refocused the business
onto the provision of highermargin commercial and dispute resolution services.
The change in strategy has seen increased margins in the second half of the
financial year.
United Arab Emirates
As planned, during the year there was significant investment in developing
business opportunities in this region and we opened offices in the UAE. In
establishing our presence in the UAE, we are focusing on providing commercial
and planning management services for major projects, with a view to offering our
dispute resolutions services as we become more established and as construction
projects mature.
We have announced today that we have concluded a significant agreement with an
international Engineering Consultancy to provide commercial and planning
services on a US$14.7bn property development in Abu Dhabi. The contract is for
an initial three years and we anticipate further appointments in the UAE. Given
this major win, we expect our UAE operations to make a significant contribution
to revenues in the current financial year and beyond.
Steve Driver
Chief Executive Officer
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2005
NOTE 2005 2004 2004
Continuing Continuing Discontinued 2004
operations operations operations Total
(Note 2)
£ £ £ £
TURNOVER 4 8,059,128 7,596,248 5,041,082 12,637,330
Cost of sales (including
exceptional items) 3,953,493 3,662,355 4,440,980 8,103,335
_________ _________ _________ _________
GROSS PROFIT 4,105,635 3,933,893 600,102 4,533,995
Administrative expenses
(including exceptional items) 4,075,662 3,563,585 504,093 4,067,678
_________ _________ _________ _________
OPERATING PROFIT BEFORE
EXCEPTIONAL ITEMS 1,649,858 1,290,311 96,009 1,386,320
Exceptional items 1,619,885 920,003 - 920,003
_________ _________ _________ _________
OPERATING PROFIT 29,973 370,308 96,009 466,317
Profit/(loss) on sale of
tangible fixed assets 3,805 (6,112) - (6,112)
Profit on sale of fixed
asset investments 4,615 11,577 - 11,577
_________ _________ _________ _________
38,393 375,773 96,009 471,782
========= =========
Interest receivable and
similar income 22,812 2,923
Amounts written off investments - (895)
Interest payable and similar
charges (61,131) (49,467)
_________ _________
PROFIT ON ORDINARY ACTIVITIES
BEFORE TAXATION 74 424,343
Tax on profit on ordinary
activities 103,047 (166,990)
__________ _________
PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION 103,121 257,353
Minority interests - equity 9,958 -
_________ _________
PROFIT FOR THE FINANCIAL YEAR 113,079 257,353
Dividends 2 (195,022) -
_________ _________
RETAINED (LOSS)/PROFIT FOR
THE YEAR (81,943) 257,353
========= =========
Basic earnings per share
before exceptional items (pence) 3 7.4 5.0
========= =========
Basic earnings per share
after exceptional items (pence) 0.7 1.4
========= =========
Diluted earnings per share after
exceptional items (pence) 0.6 1.3
========= =========
CONSOLIDATED BALANCE SHEET
30 SEPTEMBER 2005
NOTE 2005 2004
£ £ £ £
FIXED ASSETS
Tangible assets 1,734,235 1,759,251
Investments - 394,446
---------- ---------
1,734,235 2,153,697
CURRENT ASSETS
Debtors 1,996,863 2,908,961
Cash at bank and in hand 427,995 555,105
---------- ---------
2,424,858 3,464,066
CREDITORS
Amounts falling due within
one year 1,190,790 2,358,523
---------- ---------
NET CURRENT ASSETS 1,234,068 1,105,543
--------- ---------
TOTAL ASSETS LESS CURRENT
LIABILITIES 2,968,303 3,259,240
CREDITORS
Amounts falling due after more
than one year (574,293) (764,447)
PROVISIONS FOR LIABILITIES
AND CHARGES (4,844) (13,775)
--------- ---------
NET ASSETS 2,389,166 2,481,018
========= =========
CAPITAL AND RESERVES
Called up share capital 81,863 100,000
Revaluation reserve 722,954 722,954
Capital redemption reserve 18,137 -
Profit and loss account 1,576,121 1,658,064
--------- ---------
EQUITY SHAREHOLDERS' FUNDS 5 2,399,075 2,481,018
MINORITY INTERESTS (9,909) -
--------- ---------
2,389,166 2,481,018
========= =========
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2005
2005 2004
£ £ £ £
Net cash inflow from operating 138,604 536,422
activities
Returns on investment and servicing
of finance
Interest received 22,812 2,923
Interest paid (61,131) (49,467)
-------- --------
Net cash outflow from returns on
investment and
servicing of finance (38,319) (46,544)
Taxation (139,973) (49,237)
Capital expenditure and financial
investment
Purchase of tangible fixed assets (62,296) (244,317)
Purchase of fixed asset investments - (77,600)
Sale of tangible fixed assets 9,701 -
Sale of fixed asset investments 399,061 96,352
------- -------
Net cash inflow / (outflow) for
capital expenditure and financial
investment 346,466 (225,565)
Acquisitions and disposals
Demerger of subsidiary undertaking (112,820) -
--------- -------
Net cash outflow from acquisitions
and disposals (112,820) -
--------- ---------
Net cash inflow before financing 193,958 215,076
Financing
New loans - 600,000
Loan repayments (177,814) (130,568)
--------- ---------
Net cash (outflow) / inflow from
financing (177,814) 469,432
--------- --------
Increase in cash 16,144 684,508
========= ========
NOTES
1. The financial information set out above does not constitute statutory
accounts as defined in s.240 of the Companies Act 1985. The auditors have issued
an unqualified opinion on the statutory financial statements for 2005 under UK
GAAP for the year ended 30 September 2005, which will be delivered to the
Registrar of Companies following the Company's Annual General Meeting.
2. Discontinued Activities
On 1 October 2004 the entire share capital of the Group's investment in a wholly
owned subsidiary, BWS International Limited, was distributed in specie by way of
dividend, effectively in exchange for 18.137% of the Group's issued share
capital.
The discontinued activities relate to the trading activities of BWS
International Limited and its wholly owned subsidiary BWS International (USA)
Inc.
The amount of the distribution in specie has been accounted for as an amount
equal to the book value of the assets transferred. In the group accounts this
amounts to £195,022, being the group's share of the subsidiary's net assets at
the date of demerger.
3. Earnings per share
The calculation of earnings per share before and after exceptional items is
based on the earnings of £1,246,999 and £113,079 respectively and the basic and
diluted weighted average number of shares in issue for the period of 16,760,832
and 18,667,602 respectively (2004: £901,355 and £257,353, and 18,175,758 and
19,151,918).
4. Segmental analysis
The table below sets out turnover for each geographic area of operation by
origin.
2005 2004
£ £
United Kingdom 7,584,644 12,266,315
Overseas 474,484 371,015
_________ __________
8,059,128 12,637,330
Turnover by geographical destination is significantly different from turnover by
origin and is as follows:
2005 2004
£ £
United Kingdom 5,864,970 6,054,345
Overseas 2,194,158 6,582,985
_________ __________
8,059,128 12,637,330
5. Reconciliation of movement in shareholders' funds
2005 2004
£ £
Profit for the financial
year 113,079 257,353
Dividends (195,022) -
------- -------
(81,943) 257,353
Other recognised gains and
losses relating to the year - 722,954
------- -------
Net (reduction)/addition to
Shareholders' funds (81,943) 980,307
Opening shareholders'
funds - equity 2,481,018 1,500,711
--------- ---------
Closing shareholders'
funds - equity 2,399,075 2,481,018
========= =========
6. Consolidated cash flow statement
a) Reconciliation of operating profit to net cash inflow from operating
activities
2005 2004
£ £
Operating profit 29,973 466,317
Amount written off investments - (895)
Depreciation charges 81,416 67,827
Increase in debtors (187,967) (570,952)
Increase/(decrease) in
creditors 215,182 574,125
_______ _______
Net cash inflow/(outflow) from
operating activities 138,604 536,422
b) Reconciliation of net cash flow to movement in net funds / (debt)
2005 2004
£ £
Increase in cash in the period 16,144 684,508
Cash outflow (inflow) from decrease / (increase) in
debt 177,814 (469,432)
-------- --------
Movement in net debt in the period 193,958 215,076
Net debt at 1 October (568,416) (783,492)
Net debt at 30 September (374,458) (568,416)
7. Copies of annual report and financial statements
The Annual Report and Financial Statements will be sent to shareholders in early
February. Further copies will be available to the public, free of charge at the
company's registered office, Driver House, 4 St Crispin Way, Haslingden,
Rossendale, Lancashire, BB4 4PW.
This information is provided by RNS
The company news service from the London Stock Exchange