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

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