Preliminary Results
Driver Group plc
23 January 2007
23 January 2007
DRV.L
DRIVER GROUP PLC
('Driver Group' or 'the Group')
Preliminary Results
For the Year ended 30 September 2006
Driver Group provides specialist commercial and dispute resolution services to
the construction industry and was admitted to AIM in October 2005.
KEY POINTS
Trading/ Operational:
• Major period of recruitment completed
- six senior directors added as well as staff at all levels
• Drive to expand in Scotland, South-West and London
- new office opened in Bristol
- freehold office acquired in Edinburgh
- strengthening of London office in progress
• Another Top 10 UK contractor added to client list
- client base now includes 7 of the 10 largest UK contractors (by turnover)
• Overseas expansion in key markets progressing well
- Managing Director appointed to head international business
- United Arab Emirates operation moved into profit
Financial:
• Turnover on continuing operations increased by 14% to £9.20m (2005: £8.06m)
• Adjusted operating profits of £1.60m (2005: £1.65m)
• Final dividend of 1.90p recommended - making total dividend for year of
2.85p per share
• Prospects remain very encouraging
Steve Driver, Chief Executive Officer, commented,
'We are pleased with these results, which are in line with our expectations.
Over the course of the financial year, the Group has invested heavily in the
recruitment of new key personnel, creating a stronger and broader structure for
future growth.
Given the Group's increased management strength and the development of the
Company structure, together with forecast increases in construction activity
both in the UK and overseas, the Directors look forward to 2007 with
confidence.'
Enquiries:
Driver Group plc Steve Driver, CEO T: 020 7448 1000 (today)
T: 01706 244 172
WH Ireland David Youngman T: 0161 832 2174
Biddicks Katie Tzouliadis T: 020 7448 1000
DRIVER GROUP PLC
CHAIRMAN'S STATEMENT
Introduction
I am delighted to announce very encouraging results and significant progress in
our first year of trading since joining AIM in October 2005.
During the financial year to 30 September 2006, we opened two new regional
offices, in Edinburgh and Bristol, and made a number of key senior appointments
which significantly strengthen our consultancy capability. The investments we
have made both in staff and in our infrastructure, while impacting upon our
profits this year, move the business forward, and create a strong platform for
growth in 2007 and beyond.
Financial Results
The Group performed well and results are in line with expectations. Turnover
from continuing operations rose by 14% from £8.06m last year to £9.20m and gross
profit increased by 20% from £3.56m to £4.27m. The operating profit was £1.48m
against £0.03m last year. This is despite the operating profit for the year
under review being adversely impacted by one-off costs relating to the
recruitment of senior executives (totalling £0.13m). In the previous year, the
operating profit was affected by the payment of surplus profit* as bonuses and
other exceptional items (totalling £1.62m). Taking into account these factors,
adjusted operating profit was £1.60m against £1.65m last year. The same factors
are reflected in the profit before tax figure of £1.50m in 2006 and the
breakeven figure for 2005.
Earnings per share were 4.6p (2005: 0.7p). Net assets have more than doubled to
£5.88m from £2.39m. Gearing reduced from 33.5% at 30 September 2005 to 10.6% at
the end of the financial year under review.
*As a private company, the Group's historical practice was to distribute surplus
profit as bonuses. This ceased on admission to AIM.
Dividend
In view of the Group's strong balance sheet, the Board is recommending the
payment of a final dividend of 1.90p per share to be paid on 2 March 2007 to
shareholders on the register at the close of business on 9 February 2007. This
makes a total for the year of 2.85p per share.
Trading Overview
Admission to AIM in October 2005 and the associated publicity has increased the
Group's profile and brought significant benefits. In particular, it has helped
to differentiate clearly the Group from its competitors and demonstrated the
ambition of the management team.
A key aim for the Group, stated at the time of Admission to AIM, is to enlarge
the business both domestically and in certain overseas markets and to grow
market share.
We have strengthened our senior management team during the year with the
recruitment of six senior Directors and several other specialist members of
staff, including a well respected Academic Support and Knowledge Manager. These
appointments were made to support our move into new territories or to strengthen
our position in areas which offer good growth potential. In the UK, we appointed
Directors to head operations in Scotland, the South-West Region and London.
These were all newly created positions. In order to support our expansion plans
overseas, we restructured our international business and appointed a Managing
Director responsible for international development.
In early June, we acquired freehold premises in central Edinburgh and opened a
new office in Bristol. Both offices were operating profitably by the year end.
In growing market share, we continue to focus on working for larger construction
and engineering contractors. Over the year, we secured instructions from an
additional leading UK contractor. This means that the client base now includes 7
of the 10 largest contractors (by turnover) in the UK. Our relationships across
our client base remain strong and we advised on a wide variety on instructions
across many sectors, including transportation, energy, process, infrastructure,
building, water, chemical and IT, both in the UK and overseas.
Our business in the United Arab Emirates ('UAE'), which was established in 2005,
continued to grow and we secured appointments from a number of new clients
operating either in property development, construction or consultancy. I am
pleased to report that our UAE operation moved into profits over the year and we
are delighted with the rapid scaling of the business that we have achieved.
Prospects
The Group now has in place a management and structure which can address,
efficiently and effectively, the needs of existing and potential clients both in
the UK and internationally. With the anticipated increases in construction
activity in the UK and the UAE, and the skills, capacity and potential for
growth within the Group, the Directors look forward to 2007 with confidence.
Michael Davis
Chairman
CHIEF EXECUTIVE'S REPORT
Once again, I am delighted to deliver my report on a successful financial year.
Over the course of the financial year, the Group has invested heavily in the
recruitment of new key personnel, creating a stronger and broader structure for
future growth. Capitalising on the increased profile gained by the admission to
AIM in October 2005, the Group's principal trading company, Driver Consult
Limited, has recruited at all levels, including six high profile Directors, two
Senior Associate Directors as well as several specialists and other new staff.
This took our total staff count to 82 staff at 30 September 2006 from 57 staff
at the end of the last financial year. This investment has substantially
strengthened the Group's senior management team and is intended to accelerate
our ambitious expansion plans for the business both in the UK and overseas.
In tandem with these appointments, we acquired freehold offices in the heart of
Edinburgh and opened an office in Bristol as part of our strategy to expand
significantly in both geographical areas.
The development of the Group's structure focuses on three business streams - UK
Consultancy Services, International Consultancy Services and International
Project Services. My review of the Group's performance has therefore been set
out on this basis.
UK Consultancy Services
UK Consultancy Services, headed by David Webster, are provided through a network
of regional offices located in Scotland, the North and South of England. The
services offered include dispute avoidance, commercial, planning and
programming, risk analysis and dispute resolution services.
A particular highlight in the financial year was winning a number of
appointments from a new major new client, a leading UK contractor. The addition
of this major UK contractor to our client list means that the Group's now works
for 7 of the top 10 UK contractors. At the time of the Group's IPO in the autumn
of 2005, our client list comprised 6 of the top UK contractors.
All divisions within UK Consultancy Services operated profitably during the
financial year, with significant growth in the Northern Region in particular.
Here, turnover increased from £4.63m to £4.94m, a rise of 6%, and profit
improved from £1.08m to £1.22m, an increase of 13%. Growth in our Liverpool
office was particularly impressive with turnover increasing by 148%.
As part of our plans to develop the business, UK Consultancy Services was
strengthened by the appointment of 4 new Directors - Andrew Glover as Northern
Regional Director, Sandy Dickson as Scottish Regional Director, Mark Wheeler as
Bristol Office Director and Greg Russell as London Office Director.
Andrew Glover was appointed as Northern Regional Director in April 2006, taking
on responsibility for the Region from David Webster, following David's
appointment to the Group Board and as Managing Director (UK).
Sandy Dickson was appointed as Scottish Regional Director in May 2006 to set up
our Scottish office. This is now established in new premises and a team of 7
staff has been built up in the 5 months since opening. The Scottish office ended
the financial year operating profitably.
Mark Wheeler was appointed as Bristol Office Director in June 2006 and by the
end of the financial year, the new Bristol office was also operating profitably.
Greg Russell was appointed as London Office Director in September 2006 to take
over and develop the London office in accordance with our stated objectives at
the start of the year.
We also appointed a well respected Academic Support and Knowledge Manager, Ann
Glacki in July 2006. Ann provides research and data material both internally and
to key clients as an additional service. We believe this service gives us a
competitive edge and it is already being used extensively by a significant
number of contractors, lawyers and construction professionals throughout the UK.
International Consultancy Services
International Consultancy Services provides services to clients throughout
Europe, Eastern Europe, the Americas and the Middle East. The services provided
are substantially the same as those we provide in the UK with concentration on
high profile Expert Witness and Arbitrator appointments.
Cameron Hill was appointed as Managing Director of this division in September
2006 to drive growth of the division going forward. In addition to the
appointment of Cameron Hill, the division recruited Tim McGoldrick as Heavy
Engineering Director to focus the Group's efforts on work in the Power and
Process industries.
The division has operated very profitably in the year with significant
improvements in margins in comparison with previous years. A particular success
in the year was our appointment as Independent Quantum and Planning Expert in
relation to a multi million dollar dispute in Trinidad.
International Project Services
International Project Services is based in the UAE, with potential opportunities
to develop business elsewhere in the world. The services provided by this
division differ from the other divisions in that it provides commercial,
planning and project controls services to property development companies looking
to construct multi-million dollar and sometimes multi-billion dollar, mixed-use
developments incorporating houses, apartments, offices, schools, hospitals,
roads, etc. Our role often begins with the inception of a property development
and lasts until its completion as we monitor budget, cost and time in all phases
of development.
This has been a profitable financial year for International Project Services
with an increase in the number of employees over the year in the UAE to 10
staff, working on a variety of projects.
Outlook
Given the Group's increased management strength and the development of the
Company structure, together with forecast increases in construction activity
both in the UK and overseas, the Directors look forward to 2007 with confidence.
Stephen Driver
Chief Executive Officer
DRIVER GROUP PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 30 September 2006
2006 2005
(Restated
- Note 1)
£ £
----------------------
Turnover 9,203,260 8,059,128
Cost of sales (including exceptional items) 4,928,385 4,495,767
----------------------
Gross profit 4,274,875 3,563,361
Administrative expenses (including
exceptional items) 2,799,592 3,533,388
----------------------
Operating profit before exceptional items 1,475,283 1,649,858
Exceptional items - 1,619,885
----------------------
Operating profit 1,475,283 29,973
(Loss)/profit on sale of tangible fixed
assets (10) 3,805
Profit on sale of fixed asset investments - 4,615
----------------------
1,475,273 38,393
Interest receivable and similar income 70,221 22,812
Interest payable and similar charges (44,381) (61,131)
----------------------
Profit on ordinary activities before
taxation 1,501,113 74
Tax on profit on ordinary activities (454,574) 103,047
----------------------
Profit on ordinary activities after
taxation 1,046,539 103,121
Minority interests - equity 7,331 9,958
----------------------
Profit for the financial year 1,053,870 113,079
----------------------
Basic earnings per share before
exceptional items (pence) 4.6 7.4
----------------------
Basic earnings per share after
exceptional items (pence) 4.6 0.7
----------------------
Diluted earnings per share (pence) 4.6 0.6
======================
DRIVER GROUP PLC
CONSOLIDATED BALANCE SHEET
30 September 2006
2006 2005
£ £ £ £
-------------------------------------------
Fixed assets
Tangible assets 2,620,193 1,734,235
Investments 1,242,206 -
---------- ---------
3,862,399 1,734,235
Current assets
Debtors 2,750,283 1,996,863
Cash at bank and in hand 1,316,504 427,995
---------- ----------
4,066,787 2,424,858
Creditors
Amounts falling due
within one year 1,668,997 1,190,790
---------- ----------
Net current assets 2,397,790 1,234,068
---------- ---------
Total assets less
current liabilities 6,260,189 2,968,303
Creditors
Amounts falling due
after more than one year (371,117) (574,293)
Provisions for
liabilities and charges
(6,457) (4,844)
---------- ---------
Net assets 5,882,615 2,389,166
---------- ---------
Capital and reserves
Called up share capital 98,932 81,863
Share premium 2,648,647 -
Revaluation reserve 722,954 722,954
Capital redemption reserve 18,137 18,137
Profit and loss account 2,411,185 1,576,121
Equity shareholders' funds 5,899,855 2,399,075
---------- ----------
Minority interests (17,240) (9,909)
---------- ----------
5,882,615 2,389,166
========== ==========
DRIVER GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 September 2006
2006 2005
£ £ £ £
--------------------------------------
Net cash inflow from
operating activities 761,353 138,604
Returns on investments
and servicing of finance
Interest received 70,221 22,812
Interest paid (44,381) (61,131)
-------- --------
Net cash inflow/
(outflow) for returns on
investment and servicing
of finance 25,840 (38,319)
Taxation 52,920 (139,973)
Capital expenditure and
financial investment
Purchase of tangible
fixed assets (981,110) (62,296)
Purchase of fixed asset
investments (1,242,206) -
Sale of tangible fixed
assets 1,929 9,701
Sale of fixed asset
investments - 399,061
--------- --------
Net cash (outflow)/
inflow for capital
expenditure and
financial investment (2,221,387) 346,466
Acquisitions and
disposals
Demerger of subsidiary
undertaking - (112,820)
--------- ---------
Net cash outflow for
acquisitions and
disposals - (112,820)
Equity dividends paid (218,806) -
--------- --------
Net cash (outflow)/
inflow before financing (1,600,080) 193,958
Financing
Loan repayments (190,834) (177,814)
Issue of ordinary share
capital 3,115,000 -
Issue costs (449,284) -
---------- --------
Net cash inflow/
(outflow) from financing 2,474,882 (177,814)
--------- --------
Increase in cash 874,802 16,144
========= ========
DRIVER GROUP PLC
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 2006 under UK GAAP
for the year ended 30 September 2006 which will be delivered to the Registrar of
Companies following the Company's Annual General Meeting.
The comparative figures have been adjusted to reflect a reclassification from
administrative expenses to cost of sales of £542,274, inclusive of exceptional
items of £77,816, to include in the calculation of gross profit the costs of the
proportion of senior management time directly attributable to turnover.
2 Earnings per share
The calculation of earnings per share before and after exceptional items is
based on earnings of £1,053,870 and the basic and diluted weighted average
number of shares in issue for the period of 22,932,498 and 23,090,900
respectively (2005: £1,246,999 and £113,079, and 16,760,832 and 18,667,602).
3 Segmental analysis
The table below sets out turnover for each geographic area of operation by
origin.
2006 2005
£ £
United Kingdom 8,055,951 7,584,644
Overseas 1,147,309 474,484
--------------------------
9,203,260 8,059,128
--------------------------
Turnover by geographical destination is significantly different from turnover by
origin and is as follows:
2006 2005
£ £
United Kingdom 6,400,887 5,864,970
Overseas 2,802,373 2,194,158
--------------------------
9,203,260 8,059,128
--------------------------
4 Reconciliation of movement in shareholders' funds
2006 2005
£ £
Profit for the financial year 1,053,870 113,079
Dividends (218,806) (195,022)
Proceeds from issue of shares 2,665,716 -
-----------------------
Net addition/(reduction) to shareholders'
funds 3,500,780 (81,943)
Opening shareholders' funds - equity 2,399,075 2,481,018
-----------------------
Closing shareholders' funds - equity 5,899,855 2,399,075
-----------------------
5 Consolidated cash flow statement
a) Reconciliation of operating profit to net cash inflow from operating
activities
2006 2005
£ £
Operating profit 1,475,283 29,973
Depreciation charges 93,213 81,416
Increase in debtors (806,340) (187,967)
(Decrease)/increase in creditors (803) 215,182
---------------------------
Net cash inflow from operating activities 761,353 138,604
---------------------------
b) Reconciliation of net cash flow to movement in net debt
2006 2005
£ £
Increase in cash in the year 874,802 16,144
Cash outflow from decrease in debt 190,834 177,814
-----------------------------
Movement in net debt in the year 1,065,636 193,958
Net debt at 1 October (374,458) (568,416)
-----------------------------
Net funds/(debt) at 30 September 691,178 (374,458)
-----------------------------
6 Pensions
Driver Group plc and Driver Consult Limited participated in the Baker Wilkins &
Smith Retirement Benefits Scheme, a final salary scheme that commenced in 1973
(the 'Scheme'). The assets of the Scheme are administered by trustees in a fund
independent from those of the companies. In accordance with Financial Reporting
Standard 17, contributions to the Scheme have been accounted for as if it were a
defined contribution scheme as it has not been possible to identify the
companies' share of the underlying assets and liabilities. Contributions to the
Scheme ceased on 31 May 2002.
The Scheme is currently in the process of being wound up which means that the
Group may be required to pay a debt to the Scheme if the assets of the Scheme
are less that its liabilities.
The liabilities of the Scheme can be calculated on a minimum funding requirement
basis or a full buy out basis depending on the date when the winding-up of the
Scheme commenced. The Group has obtained legal advice that the liabilities are
likely to be calculated on a minimum funding requirement basis.
As referred to in the Group's Admission Document, the Group received
approximations in August 2005 which suggested that, at that time, on a gilt
matching minimum funding requirement basis there may be a debt due to the Scheme
of approximately £500,000. The approximations also suggest that the Group's
share of any such liability may be approximately 30 per cent of any Scheme
deficit. A quotation obtained in August 2004, suggested a total funding
shortfall on a full buy out basis of £2.87 million which would approximate to an
aggregate Group liability of approximately £860,000 assuming a 30 per cent Group
contribution.
These are approximations only and the actual amount of any Scheme deficit and
the Group's contribution can only be calculated when the Trustees of the Scheme
formally confirm the date upon which they wish to establish the debt and the
method of valuation. The liabilities of the Scheme are also likely to have
increased as a result of the time taken to wind up the Scheme.
The Trustees of the Scheme wrote to the members of the Scheme on 9 November 2006
confirming that they were looking at the basis upon which the liabilities of the
Scheme should be valued, had appointed independent lawyers to assist them with
this process and that they could not therefore give any definite estimate as to
when winding up of the Scheme would be completed.
7 Copies of the annual report and financial statements
The Annual Report and Financial Statements will be sent to shareholders in due
course. Further copies will be available to the public, free of charge at the
company's registered office, Driver House, 4 St Crispin Way, Rossendale,
Lancashire, BB4 4PW.
This information is provided by RNS
The company news service from the London Stock Exchange