DRIVER GROUP
PLC
Interim
Report
For the six months ended 31
March 2024
Financial Highlights - for the six months ended 31 March
2024
|
6 months
Ended
31 March
2024
£000
Unaudited
|
6 months
Ended
31 March 2023
£000
Unaudited**
|
Change
£000
|
Revenue
|
22,474
|
22,730
|
(256)
|
Gross Profit
|
6,068
|
6,246
|
(178)
|
Gross Profit %
|
27%
|
27%
|
-
|
Profit before tax
|
513
|
528
|
(15)
|
Add: Share-based payment
charge
|
49
|
202
|
(153)
|
Underlying* profit before
tax
|
562
|
730
|
(168)
|
Underlying* profit before tax %
|
3%
|
3%
|
-
|
Underlying* earnings per share from
continuing operations
|
0.9p
|
1.0p
|
(0.1)p
|
Profit before tax
|
513
|
528
|
(15)
|
Loss on discontinued operations
before tax
|
(103)
|
(20)
|
(83)
|
Underlying* profit before
tax
|
410
|
508
|
(98)
|
Net cash
|
3,569
|
5,277
|
(1,708)
|
Net cash per share
|
6.8p
|
10.1p
|
(3.3)p
|
Dividend per share
|
0.75p
|
0.75p
|
-
|
*Underlying
figures are stated before share-based payment costs
**Restated to exclude discontinued
operations
Financial Summary
· Revenue from continuing operations of £22.5m (2023:
£22.7m).
· Gross
profit margin at 27% (2023: 27%), with gross profit of £6.1m (2023:
6.2m).
· Underlying* profit before tax £0.6m (2023: £0.7m), a margin of
3% (2023: 3%).
· Profit before tax £0.5m (2023:
£0.5m).
· Net
cash of £3.6m (2023: £5.3m), a year on year decrease of £1.7m
mainly due to dividend and tax payments and the timing of the
planned cessation of a JV agreement in Canada and the Middle
East.
· Net
cash as at 31 May 2024 of £4.2m
· Dividend maintained in the period at 0.75p (2023:
0.75p)
Operational Highlights
· Overall utilisation rates improved to 79.6% (2023:
79.2%)
· Europe
& Americas (EuAm) reported underlying* profit before tax for the period of
£2.3m (2023: £2.9m)
· Middle
East (ME) returned to profit with reported
underlying* profit
before tax for the period of £0.1m (2023: loss £0.1m)
· Asia
Pacific (APAC) returned to profit with reported
underlying* profit before
tax for the period of £0.1m (2023: loss £0.1m)
Capital Allocation
· As
part of its capital allocation policy, the Group will today
commence an initial ordinary share buyback programme of £250k,
while the Board evaluates potential acquisition
opportunities. Having identified at least
£1m of surplus cash, as highlighted in December 2023, a further
amount of up to £750k will be allocated to the buyback programme,
depending on progress with potential acquisitions, in line with the
transformation strategy and to achieve the best return for
shareholders.
IT
Security
· The
Group was recently the target of a cyber incident, which sought to
encrypt the company's data. Following significant investment over
the last 3 years, including cyber essentials accreditation and
thanks to the diligence of the internal IT team, this incident was
firmly defended and has caused limited disruption to the business.
External IT experts have been appointed and their investigation is
continuing.
Outlook
· Utilisation continuing at 2023 levels
· Q3
revenue and utilisation improving with an encouraging pipeline of
new enquiries underpinning our confidence for H2 FY24
· Cost
reduction programme completed
· Real
time management information tool being tested
· Group's transformation strategy progressing
Mark Wheeler, Chief Executive
Officer of Driver Group, said:
'I am pleased to report that H1 FY 24 was profitable. The
strategic actions that management took last year have progressed
well and are starting to produce valuable and meaningful results,
and I look forward to reporting further on this progress in due
course. There is also considerable excitement in the business about
the brand transition to Diales, which will take effect from 1 July
2024. We have started H2 FY24 strongly, and we expect the business
to generate further significant momentum as the benefits of our
transformation strategy flow through to our clients and
shareholders.'
Results presentation
Management will host a hybrid
presentation for analysts at 10:00am on 12 June 2024, at Singer
Capital Markets' offices, 1 Bartholomew Lane, London, EC2N 2AX, and
virtually. Analysts who would like to attend the presentation
should register their interest with Acuitas Communications at
driver@acuitascomms.com or on 020 3745 0293.
The Group will also host a
presentation for investors on 12 June, at 12:00pm. Questions can be
submitted before and during the online event.
To register for the webinar, please
visit this link:
https://www.equitydevelopment.co.uk/news-and-events/drivergroup-investor-presentation-12june2024.
A recording of the presentation will
be available shortly afterwards here:
https://www.equitydevelopment.co.uk/research/tag/driver-group.
ENDS
Enquiries:
|
|
|
Driver Group plc
|
|
|
Mark Wheeler (CEO)
|
020 7377 0005
|
|
Charlotte Parsons (CFO)
|
020 7496 3000
|
|
|
|
|
Singer Capital Markets (Nomad & Broker)
|
|
|
Sandy Fraser
Jen Boorer
James Todd
|
|
|
|
|
|
|
|
|
Acuitas Communications
|
020 3745 0293 / 07799
767676
|
|
Simon Nayyar
|
simon.nayyar@acuitascomms.com
|
|
Arthur Dingemans
|
arthur.dingemans@acuitascomms.com
|
|
|
|
| |
INTRODUCTION
During the period, Driver Group has
continued to trade profitably, and has focused on driving
improvements in utilisation in the face of what has continued to be
challenging trading conditions across global markets. We are
pleased to report positive progress in H1 FY24 and that this
momentum has continued into Q3 FY24.
The Group's underlying* profit
before tax remained broadly constant at £0.6m (£0.7m in the
corresponding FY23 period) on revenue which has remained stable. We
have maintained the performance of FY23, and this has, in turn,
laid solid foundations for further improvements in Group
performance that are expected to drive the Group's future
profitability.
The Group continues to make good
progress on the delivery of its transformation strategy, announced
in December 2023, in line with the four-year timeframe. It is
expected that many of the key actions arising from the
transformation strategy are likely to begin to have effect during
H2 FY24. The Board looks forward to reporting further on this in
due course.
The Group has taken steps to ensure
a smooth transition to Diales, its premium professional services
brand, which will take effect from 1 July 2024. This brand
transition will consolidate the Group's services globally, allowing
a unified approach to its global clients for the first time in the
Group's history. Moving forward the Board expects this branding
platform to increase leverage between regions.
The Group has further implemented
its hub and spoke model across our global business to ensure
overseas offices continue to focus on and benefit from work winning
which is fed back to the central hub in Europe. This has
necessitated a review of our Business Development and Marketing
functions. As a result, Business Development is now represented on
the Executive Board which will further strengthen our work winning
efforts.
As announced in our transformation
strategy, we continue to review the shape and structure of our
global footprint in order to ensure that it performs optimally, and
we expect to be able to provide further updates on this pillar of
the transformation strategy in due course.
The promised benefits of our IT
investment are now feeding through, with ERP now fully operational
and already supporting improvements to the Group's performance. The
migration from manual processes to automated production of
financial information has been challenging but is now helping us
deliver closer to real time consolidated financial reporting. Our
team in Europe are currently trialling a real time management
information tool, enabling more efficient reporting on utilisation
and we anticipate a wider roll-out of this system across the global
business in due course with accompanying efficiency gains and
improved management reporting.
Following the implementation of the
new ERP system, we changed to a more accurate method of calculating
utilisation and the comparative figures are shown using the same
methodology.
The resolution of legacy issues,
particularly in relation to the Middle East, has moved into its
final phase, with a significant proportion of aged cash now
collected. The structuring of the Group's office locations and
staffing levels had been adjusted to reflect the evolving needs of
the business, promoting operational responsiveness and efficiency,
and enhancing client experience.
We are pleased to report that the
Middle East region has returned to an operational profit, following
completion of the restructuring announced in November 2022. This
region is now contributing work to the Group's central hub in
Europe, and we do not anticipate any further issues relating to
cash collection going forward.
The EuAm region, our central
business hub, has continued to perform well overall, in spite of
exceptional short-term staffing issues in North America which
materially affected H1 FY24 performance for the region. Challenges
arising from phasing of work, with a number of significant
commissions concluding coterminously, have been resolved and we do
not expect this operational issue to recur.
APAC has also returned to an
operational profit during H1 FY24 and we have seen an improvement
in trading performance as a result of actions taken following the
strategic review. Following a successful
office launch in Seoul in March last year, the Group remains well positioned to
expand its work with our South Korean clients. The Group does not
expect any further substantial non-recurring costs to arise from
the establishment of this new office and it is now meeting budget
expectations. APAC continues to source high value expert and claims
work for fulfilment across the Group, under our one business
model.
The overheads review and cost saving
measures, previously announced, have now completed. As expected,
owing to the initial overlap period of leases in London and related
moving costs, the full benefit of these savings will be realised
during H2 FY24. The Board continues to monitor its global
operations to identify opportunities to unlock further cost savings
and efficiency gains.
PEOPLE
Driver Group continues to be a
business focused on and driven by exceptionally talented and highly
skilled staff and the recruitment, development, and retention of
best-in-class team members remains our key priority.
The Group has made good progress on
hiring key work winners and halo experts, in line with the
ambitions set out in its transformation strategy. Targeted market
analysis has yielded a pipeline of complementary acquisition
opportunities within the engineering and technical expert
disciplines which the business is actively considering.
TRADING PERFORMANCE
Group revenue for the six months to
31 March 2024 remained stable at £22.5m, compared to the same
period in 2023 (£22.7m). Overall, the Group reported underlying*
profit before tax of £0.6m (2023: £0.7m).
Revenues in the EuAm region
decreased to £18.5m (2023: £19.1m) with revenues in the Middle East
unchanged at £2.2m (2023: £2.2m) and revenues in APAC increased to
£1.8m (2023: £1.4m).
The EuAm region
delivered an
underlying* profit before tax of £2.3m (2023: £2.9m) while the Middle East
region reported an underlying*
profit before tax of £0.1m (2023: loss
£0.1m) and the APAC region reported
an underlying* profit
before tax of £0.1m (2023: loss £0.1m).
Underlying* basic earnings per share
from continuing operations were 0.9p (2023: 1.0p).
The Group's net cash balance
was £3.6m on 31 March 2024 (2023: £5.3m),
reflecting dividend and tax payments and the timing of the planned
cessation of a long-standing Joint Venture agreement in Canada and
the Middle East. The cash as at 31 March 2024 includes March's UK
payroll expenses which were omitted at the
time of the April trading update. As at 31
May 2024 the cash balance was £4.2m.
DIVIDEND
The final dividend announced at the
time of the results for the year to 30 September 2023 (0.75p per
share) in December was paid in April 2024. Reflecting our
confidence in the medium-term prospects for the Group, and with the
strong balance sheet position, the Board recommends the payment of
an interim dividend of 0.75p per share for 2024 (2023: 0.75p per
share). The interim
dividend will be paid on 25 October 2024 to shareholders who are on
the register of members at the close of business on 20 September
2024, with an ex-dividend date of 19 September
2024.
CAPITAL ALLOCATION
As part of the Group's transformation
strategy, announced on 14 December 2023, the Board will allocate
its own generated cash to achieve the best returns for
shareholders. The Group has been actively considering a number of
acquisition prospects, and accordingly the Board has kept the
timing of its capital allocation plans under constant review to
ensure sufficient cash headroom remains available for an
acquisition. This process remains ongoing. However the Group will
today commence an initial ordinary share buyback
programme of £250k. Having identified surplus cash of £1m, a
further amount of up to £750k will be allocated to the programme,
dependent on progress with potential acquisition targets, in line
with the transformation strategy.
OUTLOOK
Driver Group's business has made an
encouraging start to H2 FY24 with the UK, Middle East and, in
particular, APAC, all performing strongly. The cost-savings strategies we
implemented in FY23 have now been completed and we expect the
benefits to be felt during the remainder of H2 FY24.
Post-restructure, the Middle East and APAC are now
contributing profitably, with APAC being well positioned to
contribute further during FY24 as a consequence of work flowing
from South Korea.
The Group saw strong trading in
April this year, supported by increased utilisation, and is well
placed for H2 FY24 and beyond.
Consolidated Income Statement
Interim report for the six months
ended 31 March 2024
|
6 months
ended
31 March
2024
£000
Unaudited
|
6 months
ended
31 March
2023
£000
Unaudited**
|
Year ended
30
September
2023
£000
Audited
|
REVENUE
|
22,474
|
22,730
|
42,633
|
Cost of sales
|
(16,469)
|
(16,334)
|
(31,800)
|
Impairment movement
|
63
|
(150)
|
(55)
|
GROSS PROFIT
|
6,068
|
6,246
|
10,778
|
Administrative expenses
|
(5,585)
|
(5,737)
|
(10,452)
|
Other operating income
|
-
|
41
|
47
|
Underlying* operating
profit
|
532
|
752
|
998
|
Non-recurring operational
costs
|
-
|
-
|
(255)
|
Share-based payment charge and
associated costs
|
(49)
|
(202)
|
(370)
|
OPERATING PROFIT
|
483
|
550
|
373
|
Finance income
|
37
|
32
|
129
|
Finance costs
|
(7)
|
(54)
|
(63)
|
PROFIT BEFORE TAXATION
|
513
|
528
|
439
|
Tax expense (note 2)
|
(107)
|
(207)
|
(314)
|
PROFIT FOR THE PERIOD FROM CONTINUING
OPERATIONS
|
406
|
321
|
125
|
(Loss) for the period from discontinued
operations
|
(103)
|
(20)
|
(461)
|
PROFIT/(LOSS) FOR THE PERIOD
|
303
|
301
|
(336)
|
Profit/(loss) attributable to
non-controlling interests
|
-
|
-
|
-
|
Profit/(loss) attributable to equity
shareholders of the parent
|
303
|
301
|
(336)
|
|
303
|
301
|
(336)
|
Basic earnings/(loss) per share
attributable to equity shareholders of the parent
(pence)
|
0.6p
|
0.6p
|
(0.6)p
|
Diluted earnings/(loss) per share
attributable to equity shareholders of the parent
(pence)
|
0.6p
|
0.6p
|
(0.6)p
|
Underlying* basic earnings per share
attributable to equity shareholders of the parent (pence) from
continuing operations
|
0.9p
|
1.0p
|
1.4p
|
Basic earnings per share
attributable to equity shareholders of the parent (pence) from
continuing operations
|
0.8p
|
0.6p
|
0.2p
|
Diluted earnings per share
attributable to equity shareholders of the parent (pence) from
continuing operations
|
0.8p
|
0.6p
|
0.2p
|
|
|
|
| |
*Underlying figures are stated
before the share-based payment costs and non-recurring operational
costs (this is not a GAAP measure)
**Presentation of results restated to reflect separate disclosure
of net losses from operations discontinued in the 2023 financial
year.
Consolidated Statement of Comprehensive
Income
Interim report for the six months
ended 31 March 2024
|
6 months
ended
31 March
2024
£000
Unaudited
|
6 months
ended
31 March
2023
£000
Unaudited
|
Year ended
30
September
2023
£000
Audited
|
PROFIT/(LOSS) FOR THE PERIOD
|
303
|
301
|
(336)
|
Other comprehensive
income/(loss):
|
|
|
|
Items that could subsequently be
reclassified to the Income Statement:
|
|
|
|
Exchange differences on translating
foreign operations
|
(112)
|
473
|
431
|
Other comprehensive income/(loss)
for the year net of tax
|
(112)
|
473
|
431
|
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
|
191
|
774
|
95
|
Total comprehensive income
attributable to:
|
|
|
|
Owners of the parent
|
191
|
774
|
95
|
Non-controlling interest
|
-
|
-
|
-
|
|
191
|
774
|
95
|
Consolidated Statement of Financial Position
Interim report for the six months
ended 31 March 2024
|
|
|
|
|
6 months
ended
31 March
2024
£000
Unaudited
|
6 months
ended
31 March
2023
£000
Unaudited
|
Year ended
30
September
2023
£000
Audited
|
NON-CURRENT ASSETS
|
|
|
|
Goodwill
|
2,969
|
2,969
|
2,969
|
Property, plant and
equipment
|
315
|
344
|
351
|
Right of use assets
|
1,094
|
400
|
1,140
|
Intangible asset
|
672
|
756
|
714
|
Deferred tax assets
|
242
|
202
|
247
|
|
5,292
|
4,671
|
5,421
|
CURRENT ASSETS
|
|
|
|
Trade and other
receivables
|
14,505
|
16,065
|
14,033
|
Current tax receivable
|
137
|
166
|
69
|
Cash and cash equivalents
|
3,569
|
5,277
|
5,833
|
|
18,211
|
21,508
|
19,935
|
TOTAL ASSETS
|
23,503
|
26,179
|
25,356
|
CURRENT LIABILITIES
|
|
|
|
Trade and other payables
|
(6,807)
|
(9,087)
|
(8,052)
|
Lease creditor
|
(587)
|
(317)
|
(539)
|
Current tax payable
|
-
|
-
|
-
|
|
(7,394)
|
(9,404)
|
(8,591)
|
NON-CURRENT LIABILITIES
|
|
|
|
Lease creditor
|
(537)
|
(110)
|
(618)
|
Deferred tax liability
|
(160)
|
(167)
|
(160)
|
|
(697)
|
(277)
|
(778)
|
TOTAL LIABILITIES
|
(8,091)
|
(9,681)
|
(9,369)
|
NET
ASSETS
|
15,412
|
16,498
|
15,987
|
SHAREHOLDERS' EQUITY
|
|
|
|
Share capital
|
216
|
216
|
216
|
Share premium
|
11,496
|
11,496
|
11,496
|
Merger reserve
|
1,055
|
1,055
|
1,055
|
Currency reserve
|
(1,062)
|
(908)
|
(950)
|
Capital redemption
reserve
|
18
|
18
|
18
|
Treasury shares
|
(1,525)
|
(1,525)
|
(1,525)
|
Retained earnings
|
5,213
|
6,145
|
5,676
|
Own shares
|
(3)
|
(3)
|
(3)
|
TOTAL SHAREHOLDERS' EQUITY
|
15,408
|
16,494
|
15,983
|
NON-CONTROLLING INTEREST
|
4
|
4
|
4
|
TOTAL EQUITY
|
15,412
|
16,498
|
15,987
|
Consolidated Cash flow Statement
Interim report for the six months
ended 31 March 2024
|
6 months
ended
31 March
2024
£000
Unaudited
|
6 months
ended
31 March
2023
£000
Unaudited
|
Year ended
30
September
2023
£000
Audited
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
Profit/(loss) for the
period
|
303
|
301
|
(336)
|
Adjustments for:
|
|
|
|
Depreciation
|
47
|
84
|
162
|
Amortisation of right to use
assets
|
298
|
375
|
611
|
Amortisation of intangible
asset
|
42
|
42
|
84
|
Exchange adjustments
|
38
|
105
|
(79)
|
Finance income
|
(37)
|
(32)
|
(129)
|
Finance expense
|
7
|
54
|
63
|
Tax expense
|
107
|
207
|
314
|
Equity settled share-based payment
charge
|
23
|
151
|
319
|
OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL AND
PROVISIONS
|
828
|
1,287
|
1,009
|
Decrease/(increase) in trade and
other receivables
|
(472)
|
4,283
|
6,246
|
(Decrease)/increase in trade and
other payables
|
(1,640)
|
(3,562)
|
(4,722)
|
CASH GENERATED/(USED) IN OPERATIONS
|
(1,284)
|
2,008
|
2,533
|
Tax paid
|
(181)
|
(139)
|
(172)
|
NET
CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES
|
(1,465)
|
1,869
|
2,361
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
Interest received
|
37
|
32
|
129
|
Acquisition of property, plant and
equipment
|
(41)
|
(44)
|
(143)
|
Proceeds from the disposal of
property, plant and equipment
|
4
|
-
|
-
|
Acquisition of intangible
asset
|
-
|
-
|
-
|
NET
CASH OUTFLOW FROM INVESTING ACTIVITIES
|
-
|
(12)
|
(14)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
Interest paid
|
(3)
|
(54)
|
(63)
|
Repayment of borrowings
|
-
|
-
|
-
|
Proceeds of borrowings
|
-
|
-
|
-
|
Repayment of lease
liabilities
|
(288)
|
(961)
|
(676)
|
Purchase of Treasury
shares
|
-
|
-
|
-
|
Dividends paid to the equity
shareholders of the parent
|
(394)
|
(391)
|
(785)
|
NET
CASH OUTFLOW FROM FINANCING ACTIVITIES
|
(685)
|
(1,406)
|
(1,524)
|
Net increase/(decrease) in cash and
cash equivalents
|
(2,150)
|
451
|
823
|
Effect of foreign exchange on cash
and cash equivalents
|
(114)
|
(105)
|
79
|
Cash and cash equivalents at start
of period
|
5,833
|
4.931
|
4,931
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
3,569
|
5,277
|
5,833
|
Consolidated Statement of Changes of Equity
Interim Report for the six months
ended 31 March 2024
For
the six months ended 31 March 2024 (Unaudited):
|
Share
capital
£000
|
Share
premium
£000
|
Treasury
shares
£000
|
Merger
reserve
£000
|
Other
reserves(2)
£000
|
Retained
earnings
£000
|
Own
shares
£000
|
Total(1)
£000
|
Non-
controlling interest
£000
|
Total
Equity
£000
|
CLOSING BALANCE AT 30 SEPTEMBER 2023
|
216
|
11,496
|
(1,525)
|
1,055
|
(932)
|
5,676
|
(3)
|
15,983
|
4
|
15,987
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
303
|
-
|
303
|
-
|
303
|
Other comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(112)
|
-
|
-
|
(112)
|
-
|
(112)
|
Total comprehensive income/(loss)
for the period
|
-
|
-
|
-
|
-
|
(112)
|
303
|
-
|
191
|
-
|
191
|
Contributions by and distributions
to owners
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
-
|
-
|
-
|
-
|
-
|
(789)
|
-
|
(789)
|
-
|
(789)
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
-
|
23
|
-
|
23
|
-
|
23
|
Purchase of Treasury
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total contributions by and
distributions to owners
|
-
|
-
|
-
|
-
|
-
|
(766)
|
-
|
(766)
|
-
|
(766)
|
CLOSING BALANCE AT 31 MARCH 2024
|
216
|
11,496
|
(1,525)
|
1,055
|
(1,044)
|
5,213
|
(3)
|
15,408
|
4
|
15,412
|
For
the six months ended 31 March 2023 (Unaudited):
|
Share
capital
£000
|
Share
premium
£000
|
Treasury
shares
£000
|
Merger
reserve
£000
|
Other
reserves(2)
£000
|
Retained
earnings
£000
|
Own
shares
£000
|
Total(1)
£000
|
Non-
controlling interest
£000
|
Total
Equity
£000
|
CLOSING BALANCE AT 30 SEPTEMBER 2022
|
216
|
11,496
|
(1,525)
|
1,055
|
(1,363)
|
6,478
|
(3)
|
16,354
|
4
|
16,358
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
301
|
-
|
301
|
-
|
301
|
Other comprehensive income for the
period
|
-
|
-
|
-
|
-
|
473
|
-
|
-
|
473
|
-
|
473
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
473
|
301
|
-
|
774
|
-
|
774
|
Contributions by and distributions
to owners
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
-
|
-
|
-
|
-
|
-
|
(785)
|
-
|
(785)
|
-
|
(785)
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
-
|
151
|
-
|
151
|
-
|
151
|
Purchase of Treasury
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total contributions by and
distributions to owners
|
-
|
-
|
-
|
-
|
-
|
(634)
|
-
|
(634)
|
-
|
(634)
|
CLOSING BALANCE AT 31 MARCH 2023
|
216
|
11,496
|
(1,525)
|
1,055
|
(890)
|
6,145
|
(3)
|
16,494
|
4
|
16,498
|
Consolidated Statement of Changes of
Equity (continued)
Interim Report for the six months
ended 31 March 2024
For
the year ended 30 September 2023 (Audited):
|
Share
capital
£000
|
Share
premium
£000
|
Treasury
shares
£000
|
Merger
reserve
£000
|
Other
reserves(2)
£000
|
Retained
earnings
£000
|
Own
shares
£000
|
Total(1)
£000
|
Non-
controlling interest
£000
|
Total
Equity
£000
|
|
OPENING BALANCE AT 1 OCTOBER 2022
|
216
|
11,496
|
(1,525)
|
1,055
|
(1,363)
|
6,478
|
(3)
|
16,354
|
4
|
16,358
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(336)
|
-
|
(336)
|
-
|
(336)
|
Other comprehensive income for the
year
|
-
|
-
|
-
|
-
|
431
|
-
|
-
|
431
|
-
|
431
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
431
|
(336)
|
-
|
95
|
-
|
95
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
(785)
|
-
|
(785)
|
-
|
(785)
|
Share-based payment charge and
associated costs
|
-
|
-
|
-
|
-
|
-
|
319
|
-
|
319
|
-
|
319
|
Purchase of Treasury
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
CLOSING BALANCE AT 30 SEPTEMBER 2023
|
216
|
11,496
|
(1,525)
|
1,055
|
(932)
|
5,676
|
(3)
|
15,983
|
4
|
15,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Total equity
attributable to the equity holders of the Parent
(2) 'Other reserves'
combines the currency reserve and capital redemption reserve. The
movement in the current and prior year relates to the translation
of foreign currency equity balances and foreign currency
non-monetary items.
1
BASIS OF PREPARATION
The consolidated interim financial
information has been prepared using accounting policies which are
consistent with those applied at the prior year end 30 September
2023 and that are expected to be adopted in the Group's full
financial statements for the year ending 30 September 2024. The
financial information in this interim report is in compliance with
the recognition and measurement principles of international
accounting standards but does not include all disclosures that
would be required under IFRSs and are not IAS 34 compliant. The
accounting policies have been applied consistently throughout the
Group for the purposes of preparation of this financial
information. The financial information for the half years ended 31
March 2024 and 31 March 2023 does not constitute statutory accounts
within the meaning of Section 434(3) of the Companies Act 2006 and
is unaudited but has been reviewed by our auditors.
The comparative financial
information for the year ended 30 September 2023 included within
this report does not constitute the full statutory accounts for
that period. The statutory Annual Report and Financial Statements
for 2023 have been filed with the Registrar of Companies. The
Independent Auditor's Report on that Annual Report and Financial
Statements for 2023 was unqualified, did not draw attention to any
matters by way of emphasis, and did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.
The Financial Statements have been
prepared on a going concern basis. In reaching their assessment,
the Directors have considered a period extending at least twelve
months from the date of approval of this financial
report.
The Directors have prepared cash
flow forecasts covering a period of more than 12 months from the
date of releasing these financial statements. This assessment has
included consideration of the forecast performance of the business
for the foreseeable future taking in to account the potential cost
of the proposed initial share buyback programme and the cash and
financing facilities available to the Group. At 31 March 2024 the
Group had cash reserves of £3.6m. Cash decreased by £2.3m from that
reported at 30 September 2023 mainly due to
dividend and tax payments and the timing of the planned cessation
of a JV agreement in Canada and the Middle East.
The Directors have also prepared a
stress case scenario that demonstrates the Group's ability to
continue as a going concern even with a significant drop in
revenues and limited mitigating cost reduction to re-align with the
revenue drop.
Based on the cash flow forecasts
prepared including appropriate stress testing, the Directors are
confident that any funding needs required by the business will be
sufficiently covered by the existing cash reserves. As such these
Financial Statements have been prepared on a going concern
basis.
2
TAXATION
The tax charge for the half-year
ended 31 March 2024 is based on the estimated tax rates in the
jurisdictions in which the Group operates, for the year ending 30
September 2024.
3
DIVIDEND
In view of the medium-term prospects
for the Group along with the strong balance sheet position, the
Board recommends the payment of an interim dividend of 0.75p per
share for 2024 (2023: 0.75p per share).
During the period, the Group paid an
interim dividend for 2024 of 0.75p per share (2023: 0.75p per
share) and approved a final dividend for 2023 of 0.75p per share
which was paid in April 2024.
4
POST BALANCE SHEET EVENT
There have been no significant
events requiring disclosure since 31 March 2024.
5
SUMMARY SEGMENTAL
ANALYSIS
REPORTABLE SEGMENTS
For management purposes, the Group
is organised into three operating divisions: Europe & Americas
(EuAm), Middle East (ME) and Asia Pacific (APAC). These
divisions are the basis on which the Group is structured and
managed, based on its geographic structure. The following key
service provisions are provided across all three operating
divisions: quantity surveying, planning / programming, quantum and
planning experts, dispute avoidance / resolution, litigation
support, contract administration and commercial advice /
management. Segment information about these reportable segments is
presented below.
Six
months ended 31 March 2024 (Unaudited)
|
Europe & Americas
£000
|
Middle East
£000
|
Asia Pacific
£000
|
Eliminations
£000
|
Unallocated
£000
|
Continued
£000
|
Discontinued
£000
|
Total external revenue
|
18,467
|
2,247
|
1,760
|
-
|
-
|
22,474
|
-
|
Total inter-segment
revenue
|
453
|
452
|
207
|
(1,112)
|
-
|
-
|
-
|
Total revenue
|
18,920
|
2,699
|
1,967
|
(1,112)
|
-
|
22,474
|
-
|
Segmental
profit/(loss) (2)
|
2,346
|
138
|
99
|
-
|
-
|
2,583
|
(103)
|
Unallocated corporate
expenses (1)(2)
|
-
|
-
|
-
|
-
|
(2,051)
|
(2,051)
|
-
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
(49)
|
(49)
|
-
|
Operating profit/(loss)
|
2,346
|
138
|
99
|
-
|
(2,100)
|
483
|
(103)
|
Finance income
|
-
|
-
|
-
|
-
|
37
|
37
|
-
|
Finance expense
|
-
|
-
|
-
|
-
|
(7)
|
(7)
|
-
|
Profit/(loss) before
taxation
|
2,346
|
138
|
99
|
-
|
(2,070)
|
513
|
(103)
|
Taxation
|
-
|
-
|
-
|
-
|
(107)
|
(107)
|
-
|
Profit/(loss) for the
period
|
2,346
|
138
|
99
|
-
|
(2,177)
|
406
|
(103)
|
(1) Unallocated costs represent
Directors' remuneration, administration staff, corporate head
office costs and expenses associated with AIM.
(2) Unallocated corporate expenses
are stated before the central recharge
Six
months ended 31 March 2023 (Unaudited)
|
Europe & Americas
£000
|
Middle East
£000
|
Asia Pacific
£000
|
Eliminations
£000
|
Unallocated
£000
|
Continued
£000
|
Discontinued
|
Total external revenue
|
19,128
|
2,185
|
1,417
|
-
|
-
|
22,730
|
1,489
|
Total inter-segment
revenue
|
760
|
237
|
318
|
(1,315)
|
-
|
-
|
-
|
Total revenue
|
19,888
|
2,422
|
1,735
|
(1,315)
|
-
|
22,730
|
1,1489
|
Segmental profit/(loss)
(2)
|
2,939
|
(78)
|
(138)
|
-
|
-
|
2,723
|
(20)
|
Unallocated corporate
expenses (1)(2)
|
-
|
-
|
-
|
-
|
(1,971)
|
(1,971)
|
-
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
(202)
|
(202)
|
-
|
Operating profit/(loss)
|
2,939
|
(78)
|
(138)
|
-
|
(2,173)
|
550
|
(20)
|
Finance income
|
-
|
-
|
-
|
-
|
32
|
32
|
-
|
Finance expense
|
-
|
-
|
-
|
-
|
(54)
|
(54)
|
-
|
Profit/(loss) before
taxation
|
2,939
|
(78)
|
(138)
|
-
|
(2,195)
|
528
|
(20)
|
Taxation
|
-
|
-
|
-
|
-
|
(207)
|
(207)
|
-
|
Profit/(loss) for the
period
|
2,939
|
(78)
|
(138)
|
-
|
(2,402)
|
321
|
(20)
|
(1) Unallocated costs
represent Directors' remuneration, administration staff, corporate
head office costs and expenses associated with AIM.
(2) Unallocated corporate
expenses are stated before the central recharge
Year ended 30 September 2023 (Audited)
|
Europe & Americas
£000
|
Middle East
£000
|
Asia Pacific
£000
|
Eliminations
£000
|
Unallocated
£000
|
Continued
£000
|
Discontinued
£000
|
Total external revenue
|
35,574
|
4,220
|
2,927
|
(88)
|
-
|
42,633
|
1,893
|
Total inter-segment
revenue
|
998
|
388
|
473
|
(1,859)
|
-
|
-
|
-
|
Total revenue
|
36,572
|
4,608
|
3,400
|
(1,947)
|
-
|
42,633
|
1,893
|
Segmental profit/(loss) pre central
cost charge
|
5,285
|
(88)
|
(239)
|
-
|
(3,685)
|
1,273
|
(325)
|
Central cost charge
|
(3,057)
|
(288)
|
(204)
|
|
3685
|
136
|
(136)
|
Segmental profit/(loss)
|
2,228
|
(376)
|
(443)
|
-
|
-
|
1,409
|
(461)
|
Unallocated corporate
expenses (1)
|
-
|
-
|
-
|
-
|
(411)
|
(411)
|
-
|
Share-based payments charge and
associated costs
|
-
|
-
|
-
|
-
|
(370)
|
(370)
|
-
|
Exceptional costs
|
(76)
|
(179)
|
-
|
-
|
-
|
(255)
|
-
|
Operating profit/(loss)
|
2,152
|
(555)
|
(443)
|
-
|
(781)
|
373
|
(461)
|
Finance income
|
-
|
-
|
-
|
-
|
129
|
129
|
-
|
Finance expense
|
-
|
-
|
-
|
-
|
(63)
|
(63)
|
-
|
Profit/(loss) before
taxation
|
2,152
|
(555)
|
(443)
|
-
|
(715)
|
439
|
(461)
|
Taxation
|
-
|
-
|
-
|
-
|
(314)
|
(314)
|
-
|
Profit/(loss) for the
period
|
2,152
|
(555)
|
(443)
|
-
|
(1,029)
|
125
|
(461)
|
(1) Unallocated costs represent
Directors' remuneration, administration staff, corporate head
office costs and expenses associated with AIM.
6 EARNINGS PER
SHARE
|
6 months
ended
31 March
2024
£000
Unaudited
|
6 months
ended
31 March
2023
£000
Unaudited
|
Year ended
30
September
2023
£000
Audited
|
Profit/(loss) for the financial
period attributable to equity shareholders
|
303
|
301
|
(336)
|
Non-recurring operational
costs
|
-
|
-
|
255
|
Share-based payments cost and
associated costs
|
49
|
202
|
370
|
Loss from discontinued
operations
|
103
|
20
|
461
|
Underlying* profit/(loss) for the
financial period
|
455
|
523
|
750
|
Weighted average number of
shares:
|
|
|
|
- Ordinary shares in
issue
|
53,962,868
|
53,962,868
|
53,962,868
|
- Shares held by
EBT
|
(3,677)
|
(3,677)
|
(3,677)
|
- Treasury
shares
|
(1,352,140)
|
(1,642,543)
|
(1,520,488)
|
Basic weighted average number of
shares
|
52,607,051
|
52,316,648
|
52,438,703
|
Effect of employee share
options
|
1,506,011
|
1,618,097
|
1,625,179
|
Diluted weighted average number of
shares
|
54,113,062
|
53,934,745
|
54,063,882
|
Basic earnings/(loss) per share
attributable to equity shareholders of the Parent
(pence)
|
0.6p
|
0.6p
|
(0.6)p
|
Diluted earnings/(loss) per share
attributable to equity shareholders of the Parent
(pence)
|
0.6p
|
0.6p
|
(0.6)p
|
Underlying* basic earnings per share
attributable to equity shareholders of the parent (pence) from
continuing operations
|
0.9p
|
1.0p
|
1.4p
|
Basic earnings per share
attributable to equity shareholders of the parent (pence) from
continuing operations
|
0.8p
|
0.6p
|
0.2p
|
Diluted earnings per share
attributable to equity shareholders of the parent (pence) from
continuing operations
|
0.8p
|
0.6p
|
0.2p
|
*Underlying figures are stated
before the share-based payment costs and non-recurring operational
costs (this is not a GAAP measure)