Final Results
Scott Wilson Group plc
20 July 2006
For immediate release Thursday 20 July 2006
Scott Wilson Group plc
Preliminary unaudited results for the year ended 30 April 2006
"Performance exceeded the Board's expectations at flotation"
Scott Wilson Group plc, ("Scott Wilson"), the international consultancy offering
integrated professional services in the transportation, property, environmental
and natural resources sectors, today issues its maiden preliminary results as a
listed company.
Financial highlights (unaudited):
• Revenues including share of joint ventures rose by 15.0% to £197.8m
(2005: £171.9m)
• Group revenues increased by 16.2% to £185.9m (2005: £160.0m)
• Profit before tax increased to £19.3m (2005: £4.3m)
• Underlying* operating profit increased by 34.2% to £10.4m (2005: £7.8m)
• Group operating margins rose to 11.5% (2005: 4.6%) including the impact
of non-recurring items and restructuring, with underlying* operating margin
increasing to 5.6% (2005: 4.8%)
• Strong trading cash flow and financial position, principally resulting
from float proceeds - year end net cash and cash equivalents of £33.1m, of
which £16.6m was injected into the Pension Schemes on 3 May 2006, subsequent
to the year end
• Dividends as a listed company expected to commence with interim dividend
in the current financial year
Operating highlights
• Successful flotation at 158p on the Official List of the London Stock
Exchange in March 2006
• Recent contract wins with London Crossrail, Edinburgh Airport Rail Link
and Hellenic Autopistas
• Further selective acquisitions completed, building expertise and
coverage in target sectors
Prospects:
• Record order book following significant recent contract wins
• Medium term objectives to deliver trend rate of organic turnover growth
of at least 10% per annum and operating margins of at least 6%
* The Directors believe that the presentation of underlying operating profit,
underlying operating margin, underlying cash generated from operations and
underlying earnings per share assist with the understanding of the underlying
results of the Group. The underlying results are these line items within the
Group results adjusted for the impact of special pension curtailment gains and
cash payments in the year, the impact of restructuring costs, costs relating to
Admission and (loss)/profit relating to Basing View Investments Ltd. A
reconciliation of these measures to Group operating profit, operating margin,
cash flow generated from operations and basic and diluted earnings per share is
included in note 16 to this preliminary announcement.
Geoff French, Chairman of Scott Wilson commented:
"The Group is proceeding ahead of its strategic plan. With the order book
standing at a record level, prospects for growth are excellent. The UK market
for our services is very strong and international markets also offer significant
potential.
"Our flotation has removed many of the historical and financial constraints to
growth. We are now seeking a sustainable acceleration in our historical rate of
growth through both organic investment and selective acquisitions.
"The Board is confident of its ability to deliver our strategic objectives and
enhanced shareholder value."
For further information please contact:
Scott Wilson Group plc www.scottwilson.com
Geoff French, Chairman 01256 310 200
Stephen Kimmett, Finance Director
Smithfield 020 7360 4900
Katie Hunt/Reg Hoare
Print resolution images are available for the media to view and download from
www.vismedia.co.uk
Notes to editors:
Scott Wilson
Scott Wilson is an international consultancy offering integrated professional
services for civil and structural engineering projects, transportation,
environmental studies and institutional development. It was ranked as the ninth
largest UK-owned engineering consultant by fee income for the calendar year 2005
in the New Civil Engineer 2006 annual survey.
The Group earned approximately 67 per cent of its revenue over the three years
to 30 April 2006 in the UK and approximately 33 per cent overseas. The Group has
an existing network of international offices controlled through six regional
centres in Warsaw, Johannesburg, Dubai, Delhi, Bangkok and Shanghai/Hong Kong.
Scott Wilson has strong relationships with national governments,
non-governmental agencies, multinational companies and supranational funding
bodies. In the financial year ended 30 April 2006, 30 of the Company's clients
were billed over £1 million and the top 50 of the Group's clients accounted for
aggregate fees of some £100 million.
Important clients and partners include Network Rail, the Highways Agency,
Balfour Beatty, Alfred McAlpine, Cross London Rail Links, English Partnerships,
Defence Estates, tie (transport initiatives Edinburgh), Southern Water, English
Partnerships, Costain, London Underground and the Roads Service Northern
Ireland.
Notable projects on which Scott Wilson has worked in the last year include
London Crossrail, Bangkok Airport, Manchester Airport, Spinnaker Tower, the UK
West Coast Rail Route Modernisation, AsiaWorld Expo, Victoria Station and
Edinburgh Tram.
CHAIRMAN'S STATEMENT
INTRODUCTION
I am pleased to report another excellent year for the Group in this, our first
year as a public company. Our financial results show a continuing significant
improvement in revenue and operating margins. In addition, our order book also
stands at record levels.
Our performance for the year as a whole has slightly exceeded the Board's
expectations detailed at the time of the flotation.
STRATEGY
The Group has a clear strategic plan, as outlined during our flotation,
to deliver increased shareholder value through a combination of organic and
acquisitive growth and margin improvement.
A detailed rolling five year strategic plan sets out how we intend to achieve
the Group's medium term financial objectives of a trend rate of organic turnover
growth of at least 10% per annum and Group operating margins of at least 6%.
These targets will be boosted by complementary bolt on acquisitions which will
not only contribute to growth in revenue but will also enhance earnings, such
acquisitions building on our current strengths.
FLOTATION OF THE GROUP
In March 2006, the Group completed a successful flotation on the Official List
of the London Stock Exchange at a share price of 158 pence per share, valuing
the Group at £112m.
The Group undertook the flotation to remove historical constraints to growth -
having been constrained in the past by availability of working capital, bank
debt, the pension deficits and the requirement to buy out shares owned by
retiring employees. The Group's flotation removed those constraints and provided
additional working capital thus giving us the opportunity to accelerate our
growth rate and improve profitability.
RESULTS
The results for the year were significantly ahead of the prior year. Revenue,
including our share of joint ventures and associated undertakings, increased by
15.0% to £197.8m (2005: £171.9m). Group revenues increased from £160.0m to
£185.9m, a rise of 16.2%.
Group operating profit increased from £7.4m to £21.4m, including the impact of a
£13.5m curtailment gain on changes to the defined benefit pension schemes.
Before the impact of the curtailment gain, and other non-recurring items and
restructuring costs, underlying* operating profit increased by 34.2% to £10.4m
(2005: £7.8m) with underlying* operating margin improving from 4.8% to 5.6% (see
note 16).
Basic earnings per share increased to 38.90p (2005: 9.09p), with underlying*
earnings per share increasing by 45.9% to 16.06p (2005: 11.01p). Diluted
earnings per share increased from 9.09p to 37.70p with underlying* fully diluted
earnings per share rising 41.4% to 15.57p (2005: 11.01p).
There was a net cash inflow from operations of £0.6m (2005: £5.4m) after
non-recurring items and restructuring costs and the special pension payment of
£6.1m in the year. Underlying* operating cash flow continued to be strong at
111% of underlying* operating profit of £10.4m (2005: 93%)
* See note 16
DIVIDEND POLICY
The Board has adopted a progressive dividend policy balancing growth in
earnings, investment plans, dividend cover and the level of dividends paid by
the Group's peers.
As set out in the flotation prospectus, it is not proposed to pay a final
dividend for the year ended 30 April 2006 but, in the absence of unforeseen
circumstances, to commence dividend payments with an interim dividend for the
year ending 30 April 2007. A pre-float interim dividend of £667,000 was paid on
6 March 2006 (2005: Nil).
BOARD OF DIRECTORS
The Main Board was established in May 2005 and strengthened in February 2006 by
the addition of two new Non-Executive Directors, Stuart Doughty and James
Newman.
Stuart, a Fellow of the Institution of Civil Engineers and a Chartered Engineer,
is hugely experienced in both construction and engineering. Previously he has
been Chief Executive of Costain PLC between 2001 and 2005, Chairman of Kennedy
Construction, Chief Executive of Hyder Consulting and has held senior positions
at Alfred McAlpine, Tarmac and John Laing.
James is a Chartered Accountant and has substantial public company experience.
He was Chairman of Waste Recycling Group plc until the Group's sale in 2003.
Prior to this, James acted as both Deputy Chief Executive and Finance Director
of Kelda Group plc. He is currently a non-executive director of a number of
public companies.
EMPLOYEES
We now have over 4,000 staff in total, up from 3,598 at 30 April 2005. They are
critical to the Group's reputation, its continuous innovation and to the
delivery of these record results.
We believe that the quality of our employees is amongst the Group's key
attributes, reflecting our core values of professionalism, responsiveness,
collaboration, diversification and ambition.
We were delighted, at the time of the flotation, to give every member of staff
options over the Group's shares - rewarding them for their past contributions,
whilst continuing to incentivise them to deliver strong performance in the
future.
We will continue to focus on the recruitment of new staff and the retention of
our existing staff to ensure that we have the resources necessary to provide our
clients with the high quality service for which Scott Wilson is renowned.
ACQUISITIONS
During the year and following the year end, we continued our policy of making
selective acquisitions to build our expertise and coverage in our target
sectors.
In June 2005, we acquired the business and certain assets of Raymond
Professional Group (Europe) enhancing the Group's capability in the worldwide
power market.
In December 2005 we purchased Pozhaskie Biuro Projektow Drog I Mostow
Transprojekt Sp. Z O.O. (TPP) in Poland making us the second largest
transportation consultant in that major East European market.
Following the year end, we have acquired:
• the minority interest in Scott Wilson Pavement Engineering Ltd in May
2006, a leading UK consultancy in the evaluation of highways, runway
pavements and rail track beds
• Roscoe Postle Associates Inc. in Canada in June 2006, significantly
enhancing our position, client base and geographical coverage in the mining
sub-sector of natural resources.
Outlook
The Group has a clear strategic plan for the period up to 2009 and is currently
ahead of that plan. With the Group's order book standing at a record level, the
prospects for growth are excellent.
In the UK, the government is continuing to improve the basic infrastructure
using a combination of public and private money, particularly in the
transportation sector and in health and education with over £10bn of funds being
committed. Network Rail, one of our key clients, has also recently released
plans to spend circa £4bn on further improvements to its infrastructure. All of
this, together with the development of Eastern Europe, the Middle East, India
and China, gives me considerable confidence for our future.
Our flotation has removed many of the historical and financial constraints to
growth. We are now seeking a sustainable acceleration in our historical rate of
growth through both organic investment and selective acquisitions.
The Board is confident of its ability to deliver our strategic objectives and
enhanced shareholder value.
Geoff French
Group Chairman
20 July 2006
REVIEW OF OPERATIONS
United Kingdom and Ireland
Performance of the UK businesses for the year was ahead of the Board's
expectations, both in terms of turnover and operating profit. We remain on
course to achieve our objective of convergence in operating performance across
the UK Divisions as set out in the Prospectus.
Overall, our markets were buoyant in all the principal sectors in which we
operate. At the year end, forward contracted income of the UK businesses stood
at record levels representing 8 months of trading. Long term procurement
arrangements (including framework contracts) represented in excess of 30% of the
order book measured on a confirmed order basis.
Further framework contracts were secured, moving this source of work closer to
achieving our long term target of 35% of revenue for the UK businesses. Skills
and resources continue to be successfully cross-sold within the Group.
There has been further focus on building the profile and values of the Scott
Wilson brand amongst customers and stakeholders. An independent survey of
stakeholders has confirmed that our differentiators are the people we employ and
our culture of adding value and exceeding expectations. This, combined with
realigned governance and management, will enable us to sustain performance and
ensure that high levels of repeat business are maintained.
Managing risk is also fundamental to our business. This has been further
addressed through our strategy of diversifying the business to achieve a good
balance between the contribution made by market sector, geography and public/
private clients.
UK Central Division continued to confirm its dominant position in the UK roads
market and to increase penetration into its main sectors. The joint venture with
Alfred McAlpine established to deliver the Managed Agency Contract for the
Highways Agency in Area 7 performed to the Board's expectations with the
contract being extended to 2009.
UK South Division delivered significantly improved margin performance, closing
the gap with the other UK divisions, in part assisted by a programme of
rationalisation. Markets remain buoyant in the South East and the Division has
been successful in transportation, property and related sectors and is
particularly active in the housing renewal markets.
Scotland & Ireland Division opened an office in Northern Ireland to service
significant levels of public and private investment in infrastructure in the
province, particularly in Belfast. The Division also strengthened its presence
in the Republic of Ireland, mainly in the roads market. In Scotland strategic
management appointments were made as part of increasing diversification into the
property sector.
Railways Division has completed another outstanding year with revenue growth
exceeding 33%. The Division continues to excel within its key strength of
delivering major, complex, multidisciplinary projects on behalf of a range of
clients. During the year the Division has followed a strategy of diversification
away from its previous reliance on Railtrack/Network Rail and now has a much
wider range of clients including infrastructure owners and operators, train
operating companies, contractors and local authorities. Network Rail remains an
extremely important customer, still representing around 25% of the Division's
forward order book, which currently stands at around £60m, more than a year's
turnover. About 10% of fee income is now being generated outside the UK. Growth
to date has been entirely organic and the Division continues to recruit a range
of senior technical and management specialists to lead its considerable internal
expansion plans.
Overall the outlook in the UK markets is encouraging with good levels of
investment continuing in our principal sectors.
International
The International Division went through a year of transition and reorganisation
both in its UK based operation and in a number of its regional businesses, with
the objective of introducing a new and more effective business model.
Historically, the majority of the Group's international activity was based on
providing expatriate experts into aid-funded projects. Whilst this is no longer
a viable business model, it has left a legacy of widespread brand recognition,
market penetration, understanding and suitably qualified staff.
We plan to capitalise on this position by developing an integrated global
business operating from our six regional centres outside the UK, based in Hong
Kong/Shanghai, Bangkok, Delhi, Dubai, Warsaw and Johannesburg.
Key clients include a range of national governments, multinational companies
focused on property, logistics, power and mining, and major foreign contractors.
The challenge for the International Division is to increase operating margins
and the new business model now established is expected to produce a gradual
improvement.
Our strategy will include making selective bolt-on acquisitions to strengthen
our position in our selected markets and to provide technical staff to resource
the global business.
HUGH BLACKWOOD / RON WALL
JOINT CHIEF EXECUTIVES
20 JULY 2006
FINANCIAL REVIEW
INTRODUCTION
This is the Group's first set of results as a listed company and the first year
that the Group has prepared its financial statements under International
Financial Reporting Standards (IFRS).
THE FLOTATION
The flotation was undertaken primarily to establish a more appropriate capital
structure for the next phase of the Group's growth strategy. The Directors also
believe that it will raise the profile of the Group within its commercial
environment, incentivise staff at all levels and provide liquidity for existing
shareholders.
The restructuring of the Group included the creation of a new holding company,
Scott Wilson Group plc. Prior to flotation Scott Wilson Group plc acquired the
shares in Scott Wilson Holdings Ltd not held by Basing View Investments Ltd.
This has been accounted for as a reverse acquisition. Immediately following
Admission to the Official List, Scott Wilson Group plc acquired Basing View
Investments Ltd. As the shareholders of Basing View Investments Ltd held their
interests for the benefit of the pre-Admission shareholders of Scott Wilson
Group plc, under the terms of a trust deed, this has been accounted for as part
of the reverse acquisition. These financial statements consolidate Basing View
Investments Ltd and its subsidiaries for both 2005 and 2006 despite the
acquisition taking place on 15 March 2006.
The total amount raised at the flotation was £68.0m (gross of expenses).
These funds were used as follows:
£m
--------------------------------------- ------
Repayment of bank debt 11.9
--------------------------------------- ------
Settlement of Pre-Incorporation Liabilities* 12.7
--------------------------------------- ------
Top-up contribution to the Scott Wilson Pension Schemes 23.4
--------------------------------------- ------
Cash resources to provide additional working capital financing 14.1
--------------------------------------- ------
Payment of the flotation expenses 5.9
--------------------------------------- ------
*For further details and a description of the Group's pre incorporation
liabilities please refer to the Prospectus produced for the purpose of the
Group's admission to the London Stock Exchange on 7 March 2006, available on our
website.
FINANCIAL PERFORMANCE
Revenue plus our share of joint venture revenue increased by 15.0% to £197.8m
(2005: £171.9m). Group revenue increased by 16.2% to £185.9m (2005: £160.0m).
Gross profit increased by 14% to £68.0m (2005: £59.6m). Operating profit
increased to £21.4m (2005: £7.4m) with underlying* operating profit increasing
by 34.2% to £10.4m (2005: £7.8m). The underlying* operating profit margin
increased to 5.6% (2005: 4.8%). In December 2005 we acquired TPP at a cost of
£1.7m which contributed £598,000 to revenue and £43,000 to operating profit.
A summary of the financial performance of the Divisions is shown in the
following table. The highlights of the year were the continued excellent growth
in Railways and the improvement in margins in the UK South, Scotland & Ireland
and Railways Divisions.
During the year there were exceptional restructuring costs of £0.7m
(2005: £1.0m) incurred in refocusing under-performing units in UK South and
International Divisions. Costs relating to flotation of £1.1m were charged to
profit & loss with a further £4.8m charged against share premium. Net finance
costs fell by 32.4% to £2.1m. The latter should continue to improve as a
significant proportion of bank debt has been repaid and the pension deficit has
been substantially reduced. There was a curtailment gain on retirement benefit
changes of £13.5m (2005: nil).
Under IFRS, goodwill is no longer amortised but is, however, subject to an
annual impairment test. The Directors are satisfied that there has been no
impairment to the carrying value of goodwill during the financial year.
Divisional Performances
UK UK Scotland & Railways International Total
Central South Ireland
£m £m £m £m £m £m
2006
Group 41.4 46.5 13.3 35.2 49.5 185.9
revenue
Underlying*
operating 3.8 2.1 1.1 2.8 0.6 10.4
Profit
Underlying*
margin 9.3% 4.4% 8.1% 8.0% 1.1% 5.6%
2005
Group 36.1 42.6 11.3 26.3 43.7 160.0
revenue
Underlying*
operating 3.7 1.5 0.6 1.3 0.7 7.8
profit
Underlying*
margin 10.2% 3.6% 5.3% 4.9% 1.5% 4.8%
SHARE OPTIONS
Prior to flotation, the Group granted 3,725,000 options under an All Employee
Share Option Scheme and 900,000 under an Executive Share Option Scheme. Post
flotation, 1,625,000 options were granted under an SAYE Share Option Scheme.
CASH FLOW
There was a net cash inflow from operations of £0.6m (2005: £5.4m) from
operations after non-recurring items, restructuring costs and special pension
payment of £6.1m. Underlying* operating cash inflow continued to be strong at
£9.1m, which equates to an underlying* cash conversion ratio (underlying*
operating cash from operations as a percentage of underlying* operating profit)
of 111% (2005: 93%). Capital expenditure in the year totalled £7.9m including
£3.3m for the purchase of purpose built premises in Nottingham to replace
existing offices in Nottingham and Derby. A reconciliation of underlying* cash
generated from operations to Group cash generated from operations is shown in
note 16.
At the year end the Group had net cash and cash equivalents of £33.1m (2005: £
(4.2m)), of which £16.6m was paid into the Pension Schemes on 3 May. In January
2006 the Group's bank overdrafts and loans were refinanced by The Royal Bank of
Scotland which made available to the Group a composite £35m facility.
TAXATION
The tax charge in the year amounted to £6.3m (2005: £1.9m). This represents an
effective tax charge on profit before tax of 32.8% (2005: 44.4%). This is higher
than the UK statutory rate of 30%. The most significant factor affecting the
rate is the effect of non-deductible expenses. Tax paid in the year increased to
£2.5m (2005: £2.0m). However, this should significantly reduce as a result of
the special pension payments.
PENSIONS
The Group took several actions during the year to reduce the current and future
financial deficit in the two main Schemes. This included breaking the salary
link within the Scott Wilson Pension Scheme and limiting pensionable pay
increases for the Railways Pension Scheme. The gross deficit at April 2006 was
£33.6m (2005: £49.4m). This improvement is despite using the latest 'short
cohort' mortality assumptions to reflect longer life expectancy which increased
the deficit by £6.3m.
The further injection made on 3 May 2006 reduced the gross deficit to £17m
(based on the 30 April 2006 reported deficit) which is £6.6m lower than
estimated at flotation. In addition contributions to the pension scheme have
been agreed with the trustees at the current level until the later of the next
triennial valuation or 36 months after Admission.
EARNINGS PER SHARE
Basic and fully diluted earnings per share were 38.90p and 37.70p respectively.
Underlying* fully diluted earnings per share, excluding the non-recurring items,
were 15.57p (2005: 11.01p). As the calculation excludes the shares held by
Basing View Investments Ltd throughout the period as a consequence of the
reverse acquisition it is higher than would be anticipated in a normal year.
DIVIDENDS
The Group paid an interim dividend of 2.5 pence per share at a total cost of
£667,000 on 6 March 2006, prior to flotation (2005: Nil). As set out in the
prospectus the Board is not recommending the payment of a final dividend for the
year ended 30 April 2006 but expects to commence declaration of dividends as a
quoted company with an interim dividend for the year ending 30 April 2007.
POST BALANCE SHEET EVENTS
With effect from 1 May 2006, the Group acquired the 30% minority shareholding in
Scott Wilson Pavement Engineering Ltd for a cash consideration of £630,000.
On 3 May 2006, the Group made contributions totalling £16,610,000 to the Scott
Wilson Pension Scheme and to the Scott Wilson Shared Cost section of the
Railways Pension Scheme.
On 1 June 2006 the Group acquired the entire share capital of Roscoe Postle
Associates Inc., a Toronto-based mining consultancy business, for a total
potential consideration of C$5.0m (£2.4m).
OUTLOOK
The continued improvement in our financial performance reflects the actions that
have been taken to focus the Group. These include targeting the convergence of
operating margins particularly through improved margins in the UK South and
International Divisions. Measures have also been taken by the Board to ensure
high levels of commercial competence exist across the Group, that best practice
continues to be shared and that appropriate business metrics including key
performance indicators are applied at Divisional level.
Cash management and control of working capital are central to our financial
strategy. Furthermore, the Group's financial position has been significantly
strengthened following the flotation. We intend to continue with niche
acquisitions that improve our skills or widen our geographic base, the majority
of which will be funded from cash flow and from the new banking facilities put
in place in January this year.
*See note 16
STEPHEN KIMMETT
FINANCE DIRECTOR
20 JULY 2006
FULL TABLES AND NOTES TO FOLLOW
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