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DRV Driver Group Plc

24.50
0.00 (0.00%)
Last Updated: 07:30:33
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Driver Group Plc LSE:DRV London Ordinary Share GB00B0L9C092 ORD 0.4P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 24.50 23.00 26.00 24.50 24.50 24.50 12,000 07:30:33
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Heavy Construction, Nec 42.63M -336k -0.0064 -38.28 12.87M

Driver Group plc Interim Report (8974F)

23/05/2017 7:01am

UK Regulatory


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TIDMDRV

RNS Number : 8974F

Driver Group plc

23 May 2017

23 May 2017

DRIVER GROUP PLC

("Driver" or "the Group")

Interim Report

For the six months ended 31 March 2017

Key Points (for the six months ended 31 March 2017)

   --      Revenue up by 18% to GBP32.84m (2016: GBP27.90m) 
   --      Gross profit up GBP2.81m to GBP7.75m (2016: GBP4.94m) 

-- Underlying(*) profit before tax of GBP1.03m (2016: Underlying(*) loss before tax of GBP1.51m). Reported profit before tax of GBP0.27m (2016: loss of GBP3.45m)

-- Successful equity raise of GBP8.5m to restore strength to the balance sheet reducing net borrowings** to GBP3.50m from GBP10.01m in September 2016.

-- Headcount reduced by 10% to 488 (2016: 541) following actions to reduce unproductive cost base; utilisation levels increased by 5 percentage points to 74% (2016: 69%)

-- Asia Pacific, Middle East & Africa "AMEA" returned to underlying* profit for the period of GBP0.76m (2016: Underlying(*) loss before tax of GBP0.76m) with utilisation levels increased to 74% (2016: 70%).

-- Europe & Americas "EuAm" reported underlying* profit for the period of GBP1.31m (2016: GBP0.01m) with utilisation levels increased to 73% (2016: 66%).

   --      Sale of South Africa business to local management team agreed post period end. 

* Underlying figures are stated before the share-based payment costs, amortisation of intangible assets and exceptional items (note 6).

** Net (borrowings) / cash consists of cash and cash equivalents, bank loans and finance leases.

Steve Norris, Chairman of Driver Group, said:

"Driver's fortunes have improved significantly. Comparison with the equivalent period last year shows a dramatic turnaround. Whilst this financial improvement is indeed encouraging we are of course far from complacent. There is much more that can be achieved and we remain focused on delivering further profit growth and debt reduction over the coming months and years. The recent successful equity raise where we were fortunate enough to be able to call on both supportive long-standing shareholders and indeed to encourage excellent quality new holders to the register, has been central to allowing us to concentrate on the execution of our strategy to deliver significantly better returns than those of more recent times.

 
 Enquiries: 
 Driver Group plc 
  Gordon Wilkinson, Group 
  Chief Executive 
  Hugh Cawley, CFO                +44 (0)20 7377 0005 
 N+1 Singer (Nominated Adviser 
  & Broker) 
  Sandy Fraser 
  James White 
  Alex Laughton-Scott             +44 (0)20 7496 3000 
 

INTRODUCTION

Over the reporting period, Driver's fortunes have improved significantly. Comparison with the equivalent period last year shows a dramatic turnaround. Whilst this financial improvement is indeed encouraging we are of course far from complacent There is much more that can be achieved and we remain focused on delivering further profit growth and debt reduction over the coming months and years. The recent successful equity raise where we were fortunate enough to be able to call on both supportive long-standing shareholders and indeed to introduce new institutional holders to the register, has been central to allowing us to concentrate on the execution of our strategy to deliver significantly better returns than in recent times. With the remedial actions we have taken to restore the business to profit for the period, and the restoration of stability in the balance sheet I am confident that the Group is now as well-placed as it has ever been to deliver consistently in its core business.

Driver Group's core business is in claims and dispute management and expert witness work where we are fortunate to count many industry-leading proponents among our firm's complement covering much of the developed world. The Group's strategy, which we clarified and articulated during the recent equity raise, is to return our business to its core values and to exploit its considerable expertise, where we have a clear competitive edge and the infrastructure and client relationships to deliver a world class service to many of the world's leading construction firms. In Europe & Americas (EuAm), where we have a relatively mature and well-recognised business, the profitability achieved during the last six months, with a segmental profit margin of just under 10% on GBP13.65m of total revenue, has borne testament to the sense of this strategy. We believe that with further work we can deliver the same performance in Asia Pacific, Middle East and Africa (AMEA), where in this period GBP17.68m of total revenue produced just GBP0.76m of segmental profit. One such imperative, consistent with the Group simplification plan set out in February in conjunction with the equity fund raise, has been the disposal of the business in South Africa where the majority of our turnover came from project management activities and which has been loss making. I am delighted to confirm that, following the period end, we concluded an agreement to dispose of the business to local management (note 7).

FINANCIAL RESULTS

Revenue for the first half of the financial year was GBP32.84m, an increase of 18% on the first half of 2016 (GBP27.90m). The 21% growth in Europe and Americas to GBP13.21m and 27% growth in AMEA to GBP17.65m was offset by the shrinking of the Initiate business by 37% to GBP1.98m. Gross profit grew by GBP2.81m to GBP7.75m when compared to the first half of 2016 (GBP4.94m). Administrative expenses (excluding cost of share options, exceptional items (note 6) and amortisation of intangible assets) increased by GBP0.17m to GBP6.64m when compared to the first half of 2016 (GBP6.47m).

The Group reported an underlying* profit before tax of GBP1.03m (2016: loss of GBP1.51m). After the cost of share options, exceptional items (note 6) and amortisation of intangible assets of GBP0.76m (2016: GBP1.94m) the pre-tax profit for the period was GBP0.27m (2016: loss of GBP3.45m).

The Group's effective tax rate from continuing operations is 7% (2016: 2%) reflecting the geographic make-up of the Group, with UK profits utilising brought forward losses from prior years and with profits in the current period from overseas operations attracting lower tax rates than that prevailing in the UK. Underlying* profit per share was 3.0p (2016: loss per share of 4.7p). After share option costs, exceptional items and amortisation of intangible assets the profit per share was 0.7p (2016: loss of 10.9p). Net assets increased, after the GBP8.5 million equity raise and associated costs to GBP15.91m (2016: GBP8.64m).

Significantly, during the period, the Group raised GBP8.5m via the issue of some 21.2 million shares at 40 pence each in order to restore strength to the balance sheet and which in turn has provided the breathing space to drive through the necessary changes. By the end of March the Group's net borrowing** position had decreased by GBP6.51 million from September 2016, and by GBP3.31 million from March 2016 to GBP3.50 million.

Net cash outflow from operations was GBP1.39m (2016: GBP3.30m), including a net outflow from an increase in trade and other receivables of GBP2.11m (2016: GBP0.23m) and a net cash outflow from a decrease in trade and other payables of GBP0.17m (2016: GBP0.76m). The acquisition of fixed assets absorbed just GBP0.13m (2016: GBP0.50m).

DIVID

The Board does not recommend the payment of an interim dividend (2016: GBPnil).

TRADING PERFORMANCE

By the end of March the actions taken to reduce the unproductive cost base and to focus on the core business meant that headcount was reduced by 10% from the equivalent time last year to 488 (2016: 541) while Group revenue increased by 18%. The change in headcount clearly had the intended impact on utilisation levels which rose 5 percentage points in comparison with the equivalent period last year to 74% (2016: 69%).

Across the Group, the half year saw the turnaround from an underlying* loss in the equivalent period last year of GBP1.51m to an underlying* profit of GBP1.03m. This GBP2.54m improvement was achieved through a combination of revenue increasing from GBP27.90m to GBP32.84m, with gross profit margins improving by 5.9% to 23.6%, with only a small increase in recurring administrative expenses from GBP6.47m to GBP6.64m.

In the Asia Pacific, Middle East and Africa region (AMEA) revenue increased by GBP3.79m to GBP17.65m (2016: GBP13.85m) capitalising on the earlier investment into the region, whilst containing cost increases, resulting in an increase in regional utilisation to 74% (2016: 70%). AMEA reported an underlying profit of GBP0.76m compared to an underlying loss of GBP0.76m in 2016.

In Europe and Americas (EuAm) revenue also increased by GBP2.33m to GBP13.21m (2016: GBP10.89m). With costs managed appropriately in the period and utilisation at 73% (2016: 66%), underlying* profit for the period increased by GBP1.22m to GBP1.31m.

The Initiate project management business acquired in December 2014 reported revenue of GBP1.98m compared to GBP3.16m for the equivalent period last year, with staff utilisation at 80% (2016: 79%). It broke even in the 2017 half year, versus a loss of GBP0.11m in 2016.

Importantly, in addition to growing revenue, the collection of cash from debtors has also received significant attention. We will continue to focus on this issue. As at the end of March 2017 there was GBP1.84m of un-provided debt over twelve months old (2016: GBP1.94m), much of which is sitting in the Middle East.

OUTLOOK

It is the inherent nature of our business that forecasting with any accuracy much beyond twelve weeks ahead is notoriously difficult. That said, your board remains confident of the Group's ability to deliver the market's expectations for the current year. Utilisation levels are steady overall at around 74%, costs are much better controlled and progress is being made in the collection of aged debt.

Ours is very much a people business and on behalf of our senior leadership team of Gordon Wilkinson, Mark Wheeler and Hugh Cawley, I would particularly like to thank every one of our staff, wherever they are in the world, for their hard work and support in what has been a tough but invigorating turnaround in our fortunes. I should also like to thank all our shareholders, established and new, for their continuing support throughout the period. The Group will continue to do its utmost to repay the confidence you have shown in the business.

Steven Norris

Non-Executive Chairman

22 May 2017

Consolidated Income Statement

Interim report for the six months ended 31 March 2017

 
                                                                  6 months ended   6 months ended                 Year 
                                                                   31 March 2017    31 March 2016                ended 
                                                                          GBP000           GBP000    30 September 2016 
                                                                       Unaudited        Unaudited               GBP000 
                                                                                                               Audited 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
 REVENUE                                                                  32,840           27,901               58,261 
 Cost of sales                                                          (25,090)         (22,960)             (46,579) 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
 
   GROSS PROFIT                                                            7,750            4,941               11,682 
 Administrative expenses                                                 (7,399)          (8,411)             (17,010) 
 Other operating income                                                       74              119                  197 
 
 Underlying* operating profit/(loss)                                       1,184          (1,414)                (208) 
 Share-based payment charge and associated costs                           (117)            (730)              (1,141) 
 Exceptional items (note 6)                                                (544)          (1,086)              (3,559) 
 Amortisation of intangible assets                                          (98)            (121)                (223) 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
 OPERATING PROFIT/(LOSS)                                                     425          (3,351)              (5,131) 
 Finance income                                                                1                7                   14 
 Finance costs                                                             (157)            (103)                (231) 
 
 
   PROFIT/(LOSS) BEFORE TAXATION                                             269          (3,447)              (5,348) 
 Tax (expense)/credit (note 2)                                              (20)               63                  115 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
 
   PROFIT/(LOSS) FOR THE PERIOD                                              249          (3,384)              (5,233) 
 
 Profit/(loss) attributable to non-controlling interests                       1              (1)                  (3) 
 Profit/(loss) attributable to equity shareholders of the 
  parent                                                                     248          (3,383)              (5,230) 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
                                                                             249          (3,384)              (5,233) 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
 Basic and diluted earnings/(loss) per share attributable to 
  equity shareholders of the parent 
  (pence) (note 5)                                                          0.7p          (10.9)p              (16.8)p 
---------------------------------------------------------------  ---------------  ---------------  ------------------- 
 

Consolidated Statement of Comprehensive Income

Interim report for the six months ended 31 March 2017

 
                                                                                                                  Year 
                                                                       6 months ended   6 months ended           ended 
                                                                             31 March         31 March    30 September 
                                                                                 2017             2016            2016 
                                                                               GBP000           GBP000          GBP000 
                                                                            Unaudited        Unaudited         Audited 
                                                                      ---------------  ---------------  -------------- 
 PROFIT/(LOSS) FOR THE PERIOD                                                     249          (3,384)         (5,233) 
                                                                      ---------------  ---------------  -------------- 
 Other comprehensive income: 
 Items that could subsequently be reclassified to the Income 
 Statement: 
 Exchange differences on translating foreign operations                          (85)             (72)            (49) 
                                                                      ===============  ===============  ============== 
 Other comprehensive income for the year net of tax                              (85)             (72)            (49) 
                                                                      ---------------  ---------------  -------------- 
 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD                                 164          (3,456)         (5,282) 
                                                                      ---------------  ---------------  -------------- 
 Total comprehensive income attributable to: 
 Owners of the parent                                                             163          (3,455)         (5,279) 
 Non-controlling interest                                                           1              (1)             (3) 
                                                                      ---------------  ---------------  -------------- 
                                                                                  164          (3,456)         (5,282) 
                                                                      ---------------  ---------------  -------------- 
 
 

Consolidated Statement of Financial Position

At 31 March 2017

 
                                                  *Restated 
                                      31 March     31 March     30 September 
                                          2017         2016             2016 
                                        GBP000       GBP000           GBP000 
                                     Unaudited    Unaudited          Audited 
--------------------------------  ------------  -----------  --------------- 
 
   NON-CURRENT ASSETS 
 Goodwill                                3,456        4,856            3,456 
 Intangible assets                         523          722              621 
 Property, plant and equipment           2,764        2,959            2,927 
 Deferred tax asset                         22           18               21 
================================  ============  ===========  =============== 
                                         6,765        8,555            7,025 
--------------------------------  ------------  -----------  --------------- 
 
   CURRENT ASSETS 
 Trade and other receivables            22,747       16,760           20,346 
 Derivative financial asset                165            -              454 
 Cash and cash equivalents               3,081        1,085              555 
 Current tax receivable                      -           78                - 
--------------------------------  ------------  -----------  --------------- 
                                        25,993       17,923           21,355 
--------------------------------  ------------  -----------  --------------- 
 
 TOTAL ASSETS                           32,758       26,478           28,380 
--------------------------------  ------------  -----------  --------------- 
 
   CURRENT LIABILITIES 
 Borrowings                              (128)        (780)          (3,352) 
 Trade and other payables              (8,685)      (9,490)          (8,593) 
 Derivative financial liability        (1,220)            -          (1,395) 
 Current tax payable                     (109)        (127)             (49) 
--------------------------------  ------------  -----------  --------------- 
                                      (10,142)     (10,397)         (13,389) 
--------------------------------  ------------  -----------  --------------- 
 
   NON-CURRENT LIABILITIES 
 Borrowings                            (6,454)      (7,115)          (7,110) 
 Deferred tax liabilities                (256)        (331)            (301) 
--------------------------------  ------------  -----------  --------------- 
                                       (6,710)      (7,446)          (7,411) 
--------------------------------  ------------  -----------  --------------- 
 
 TOTAL LIABILITIES                    (16,852)     (17,843)         (20,800) 
--------------------------------  ------------  -----------  --------------- 
 
 NET ASSETS                             15,906        8,635            7,580 
 
 SHAREHOLDERS' EQUITY 
 Share capital                             213          125              127 
 Share premium                          11,412        3,095            3,453 
 Merger reserve                          1,702        3,102            1,702 
 Currency reserve                        (526)        (464)            (441) 
 Capital redemption reserve                 18           18               18 
 Retained earnings                       3,194        2,865            2,829 
 Own shares                              (107)        (107)            (107) 
--------------------------------  ------------  -----------  --------------- 
 
   TOTAL SHAREHOLDERS' EQUITY           15,906        8,634            7,581 
 
 NON-CONTROLLING INTEREST                    -            1              (1) 
--------------------------------  ------------  -----------  --------------- 
 
 TOTAL EQUITY                           15,906        8,635            7,580 
--------------------------------  ------------  -----------  --------------- 
 

*Restated to reflect the reallocation of GBP1,609,000 from the share premium account to the merger reserve in relation to shares issued as part of the consideration for the purchase of initiate Consulting Ltd in December 2014. The amount is equal to the difference between the fair value on issue and the nominal value.

Consolidated Cashflow Statement

Interim report for the six months ended 31 March 2017

 
                                             6 months          6 months            Year 
                                                ended             ended           ended 
                                             31 March          31 March    30 September 
                                                 2017              2016            2016 
                                               GBP000            GBP000          GBP000 
                                            Unaudited         Unaudited         Audited 
----------------------------------------  -----------  ----------------  -------------- 
 
   CASH FLOWS FROM OPERATING ACTIVITIES 
 Profit/(loss) after taxation                     249           (3,384)         (5,233) 
----------------------------------------  -----------  ----------------  -------------- 
 
   Adjustments for: 
 Depreciation                                     295               230             503 
 Amortisation                                      98               121             223 
 Impairment of goodwill                             -                 -           1,400 
 Exchange adjustments                            (34)                67             249 
 Finance income                                   (1)               (7)            (14) 
 Finance expense                                  157               103             231 
 Tax expense/(credit)                              20              (63)           (115) 
 Equity settled share-based 
  payment cost                                    117               730           1,141 
 
 OPERATING CASH FLOW BEFORE 
  CHANGES IN WORKING 
  CAPITAL AND PROVISIONS                          901           (2,203)         (1,615) 
 Increase in trade and other 
  receivables                                 (2,110)             (225)         (4,184) 
 (Decrease)/increase in trade 
  and other payables                            (171)             (760)             434 
----------------------------------------  -----------  ----------------  -------------- 
 
   CASH USED BY OPERATIONS                    (1,380)           (3,188)         (5,365) 
 Tax paid                                         (5)             (109)            (98) 
 
   NET CASH OUTFLOW 
   FROM OPERATING ACTIVITIES                  (1,385)           (3,297)         (5,463) 
----------------------------------------  -----------  ----------------  -------------- 
 
   CASH FLOWS FROM INVESTING ACTIVITIES 
 Interest received                                  1                 7              14 
 Acquisition of property, plant 
  and equipment                                 (132)             (501)           (728) 
========================================  ===========  ================  ============== 
 NET CASH OUTFLOW FROM INVESTING 
  ACTIVITIES                                    (131)             (494)           (714) 
----------------------------------------  -----------  ----------------  -------------- 
 
   CASH FLOWS FROM FINANCING ACTIVITIES 
 Interest paid                                  (157)             (103)           (231) 
 Repayment of borrowings                      (7,051)              (41)            (91) 
 Proceeds of borrowings                         6,400             4,089           4,162 
 Repurchase of share options                        -             (381)           (462) 
 Proceeds from issue of new                     8,495                 -               - 
  shares 
 Costs directly attributable                    (450)                 -               - 
  to the issue of new shares 
 Dividends paid to equity shareholders 
  of the parent                                     -                 -           (320) 
========================================  ===========  ================  ============== 
 NET CASH INFLOW 
  FROM FINANCING ACTIVITIES                     7,237             3,564           3,058 
----------------------------------------  -----------  ----------------  -------------- 
 Net increase/(decrease) in 
  cash and cash equivalents                     5,721             (227)         (3,119) 
 Effect of foreign exchange 
  on cash and cash equivalents                     34              (67)           (249) 
 Cash and cash equivalents at 
  start of period                             (2,674)               694             694 
----------------------------------------  -----------  ----------------  -------------- 
 
   CASH AND CASH EQUIVALENTS AT OF PERIOD                                3,081               400         (2,674) 
----------------------------------------  -----------  ----------------  -------------- 
 

Consolidated Statement of Changes in Equity

Interim report for the six months ended 31 March 2017

For the six months ended 31 March 2017 (Unaudited):

 
                                                                                                    Non-controlling 
                     Share      Share     Merger          Other    Retained       Own                      interest        Total 
                   capital    premium    reserve    reserves(2)    earnings    shares    Total(1)            GBP000       Equity 
                    GBP000     GBP000     GBP000         GBP000      GBP000    GBP000      GBP000                         GBP000 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 
   At 1 October 
   2016                127      3,453      1,702          (423)       2,829     (107)       7,581               (1)        7,580 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 Profit for the 
  period                 -          -          -              -         248         -         248                 1          249 
 Other 
  comprehensive 
  income for 
  the period             -          -          -           (85)           -         -        (85)                 -         (85) 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 Total 
  comprehensive 
  income for 
  the period             -          -          -           (85)         248         -         163                 1          164 
 Issue of new 
  shares                86      8,409          -              -           -         -       8,495                 -        8,495 
 Costs directly 
  attributable 
  to the issue 
  of new shares          -      (450)          -              -           -         -       (450)                 -        (450) 
 Share-based 
  payment                -          -          -              -         117         -         117                 -          117 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 AT 31 MARCH 
  2017                 213     11,412      1,702          (508)       3,194     (107)      15,906                 -       15,906 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 
 For the six months ended 31 March 2016 (Unaudited): 
                                                                                                                       *Restated 
                                                                                                    Non-controlling 
                     Share      Share     Merger          Other    Retained       Own                      interest        Total 
                   capital    premium    reserve    reserves(2)    earnings    shares    Total(1)            GBP000       Equity 
                    GBP000     GBP000     GBP000         GBP000      GBP000    GBP000      GBP000                         GBP000 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 
   At 1 October 
   2015                125      3,095      3,102          (374)       6,219     (107)      12,060                 2       12,062 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 Loss for the 
  period                 -          -          -              -     (3,383)         -     (3,383)               (1)      (3,384) 
 Other 
  comprehensive 
  income for 
  the period             -          -          -           (72)           -         -        (72)                 -         (72) 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 Total 
  comprehensive 
  income for 
  the period             -          -          -           (72)     (3,383)         -     (3,455)               (1)      (3,456) 
 Dividends               -          -          -              -       (320)         -       (320)                 -        (320) 
 Share-based 
  payment                -          -          -              -         730         -         730                 -          730 
 Repurchase of 
  share options          -          -          -              -       (381)         -       (381)                 -        (381) 
===============  =========  =========  =========  =============  ==========  ========  ==========  ================  =========== 
 AT 31 MARCH 
  2016                 125      3,095      3,102          (446)       2,865     (107)       8,634                 1        8,635 
---------------  ---------  ---------  ---------  -------------  ----------  --------  ----------  ----------------  ----------- 
 

*Restated to reflect the reallocation of GBP1,609,000 from the share premium account to the merger reserve in relation to shares issued as part of the consideration for the purchase of initiate Consulting Ltd in December 2014. The amount is equal to the difference between the fair value on issue and the nominal value.

Consolidated Statement of Changes in Equity (continued)

Interim report for the six months ended 31 March 2017

For the year ended 30 September 2016 (Audited):

 
                                                                                                     Non-controlling 
                     Share      Share      Merger          Other    Retained       Own                      interest       Total 
                   capital    premium     reserve    reserves(2)    earnings    shares    Total(1)            GBP000      Equity 
                    GBP000     GBP000      GBP000         GBP000      GBP000    GBP000      GBP000                        GBP000 
---------------  ---------  ---------  ----------  -------------  ----------  --------  ----------  ----------------  ---------- 
 
   At 1 October 
   2015                125      3,095       3,102          (374)       6,219     (107)      12,060                 2      12,062 
---------------  ---------  ---------  ----------  -------------  ----------  --------  ----------  ----------------  ---------- 
 Loss for the 
  year                   -          -           -              -     (5,230)         -     (5,230)               (3)     (5,233) 
 Other 
  comprehensive 
  income for 
  the year               -          -           -           (49)           -         -        (49)                 -        (49) 
---------------  ---------  ---------  ----------  -------------  ----------  --------  ----------  ----------------  ---------- 
 Total 
  comprehensive 
  income for 
  the year               -          -           -           (49)     (5,230)         -     (5,279)               (3)     (5,282) 
 Dividends               -          -           -              -       (320)         -       (320)                 -       (320) 
 Share-based 
  payment                -          -           -              -       1,141         -       1,141                 -       1,141 
 Transfer on 
  impairment of 
  goodwill               -          -     (1,400)              -       1,400         -           -                 -           - 
 Issue of share 
  capital                2        358           -              -           -         -         360                 -         360 
 Repurchase of 
  share options          -          -           -              -       (381)         -       (381)                 -       (381) 
---------------  ---------  ---------  ----------  -------------  ----------  --------  ----------  ----------------  ---------- 
 AT 30 
  SEPTEMBER 
  2016                 127      3,453       1,702          (423)       2,829     (107)       7,581               (1)       7,580 
---------------  ---------  ---------  ----------  -------------  ----------  --------  ----------  ----------------  ---------- 
 

(1) Total equity attributable to the equity shareholders of the parent

(2) 'Other reserves' combines the currency reserve and capital redemption reserve.

   1    BASIS OF PREPARATION 

The consolidated interim financial information has been prepared in accordance with the accounting policies that are expected to be adopted in the Group's full financial statements for the year ending 30 September 2017 which are not expected to be significantly different to those set out in note 1 of the Group's audited financial statements for the year ended 30 September 2016. The financial information in this interim report is in compliance with the recognition and measurement principles of IFRS as adopted by the European Union (EU) but does not include all disclosures that would be required under IFRSs. 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 2017 and 31 March 2016 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 2016 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2016 have been filed with the Registrar of Companies. The Independent Auditor's Report on that Annual Report and Financial Statements for 2016 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.

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the interim consolidated financial statements.

   2    TAXATION 

The tax charge on the profit for the half-year ended 31 March 2017 is based on the estimated tax rates in the jurisdictions in which the Group operates, for the year ending 30 September 2017.

   3    DIVID 

In view of the current trading position, the directors do not propose an interim dividend for the half-year ended 31 March 2017 (2016: nil pence per share).

   4   SUMMARY SEGMENTAL ANALYSIS 

REPORTABLE SEGMENTS

For management purposes, the Group is organised into three operating divisions: EuAm (Europe & Americas), AMEA (APAC, Middle East & Africa) and Initiate. These divisions are the basis on which the Group is structured and managed, based on its geographic structure. In EuAm and AMEA the key service provisions are: quantity surveying, planning / programming, quantum and planning experts, dispute avoidance / resolution, litigation support, contract administration and commercial advice / management. In Initiate the key service provisions are capital investment consultancy providing development, project and contracting management services to the infrastructure market in the UK.

Segment information about these reportable segments is presented below.

Six months ended 31 March 2017

 
 
 
                                           APAC, Middle 
                            Europe &      East & Africa 
                            Americas             GBP000     Initiate     Eliminations     Unallocated     Consolidated 
                              GBP000                          GBP000           GBP000          GBP000           GBP000 
-----------------  -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Total external 
  revenue                     13,214             17,647        1,979                -               -           32,840 
 Total 
  inter-segment 
  revenue                        433                 31            5            (469)               -                - 
-----------------  -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Total revenue                13,647             17,678        1,984            (469)               -           32,840 
-----------------  -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Segmental 
  profit/(loss)                1,312                755          (6)                -               -            2,061 
 Unallocated 
  corporate 
  expenses(1)                      -                  -            -                -           (877)            (877) 
 Share-based 
  payment cost                     -                  -            -                -           (117)            (117) 
 Exceptional 
  items (note 6)                   -                  -         (63)                -           (481)            (544) 
 Amortisation of 
  intangible 
  assets                           -                  -         (98)                -               -             (98) 
=================  =================  =================  ===========  ===============  ==============  =============== 
 Operating 
  profit/(loss)                1,312                755        (167)                -         (1,475)              425 
 Finance income                    -                  -            -                -               1                1 
 Finance expense                   -                  -            -                -           (157)            (157) 
-----------------  -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 
   Profit/(loss) 
   before tax                  1,312                755        (167)                -         (1,631)              269 
 Taxation                          -                  -            -                -            (20)             (20) 
-----------------  -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 
   Profit/(loss) 
   for the period              1,312                755        (167)                -         (1,651)              249 
-----------------  -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 

(1) Unallocated costs represent Directors' remuneration, administrative staff, corporate head office costs and expenses associated with AIM.

   4   SUMMARY SEGMENTAL ANALYSIS - continued 

Six months ended 31 March 2016

 
 
 
                                           APAC, Middle 
                            Europe &      East & Africa 
                            Americas             GBP000     Initiate     Eliminations     Unallocated     Consolidated 
                              GBP000                          GBP000           GBP000          GBP000           GBP000 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Total external 
  revenue                     10,886             13,853        3,162                -               -           27,901 
 Total 
  inter-segment 
  revenue                        198                 77            -            (275)               -                - 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Total revenue                11,084             13,930        3,162            (275)               -           27,901 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Segmental 
  profit/(loss)                   90              (755)        (110)                -               -            (775) 
 Unallocated 
  corporate 
  expenses(1)                      -                  -            -                -           (639)            (639) 
 Share-based 
  payment cost                     -                  -            -                -           (730)            (730) 
 Exceptional 
  items (note 6)                (70)                  -        (428)                -           (588)          (1,086) 
 Amortisation of 
  intangible 
  assets                           -               (23)         (98)                -               -            (121) 
                   =================  =================  ===========  ===============  ==============  =============== 
 Operating 
  profit/(loss)                   20              (778)        (636)                -         (1,957)          (3,351) 
 Finance income                    -                  -            -                -               7                7 
 Finance expense                   -                  -            -                -           (103)            (103) 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 
   Profit/(loss) 
   before tax                     20              (778)        (636)                -         (2,053)          (3,447) 
 Taxation                          -                  -            -                -              63               63 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 
   Profit/(loss) 
   for the period                 20              (778)        (636)                -         (1,990)          (3,384) 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 

Year ended 30 September 2016

 
 
 
                                           APAC, Middle 
                            Europe &      East & Africa 
                            Americas             GBP000     Initiate     Eliminations     Unallocated     Consolidated 
                              GBP000                          GBP000           GBP000          GBP000           GBP000 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Total external 
  revenue                     22,945             29,440        5,876                -               -           58,261 
 Total 
  inter-segment 
  revenue                        532                 80            -            (612)               -                - 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Total revenue                23,477             29,520        5,876            (612)               -           58,261 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 Segmental 
  profit/(loss)                1,916            (1,089)         (52)                -               -              775 
 Unallocated 
  corporate 
  expenses(1)                      -                  -            -                -           (983)            (983) 
 Share-based 
  payment cost                     -                  -            -                -         (1,141)          (1,141) 
 Exceptional 
  items (note 6)               (535)              (504)      (1,600)                -           (920)          (3,559) 
 Amortisation of 
  intangible 
  assets                           -               (27)        (196)                -               -            (223) 
                   =================  =================  ===========  ===============  ==============  =============== 
 Operating 
  profit/(loss)                1,381            (1,620)      (1,848)                -         (3,044)          (5,131) 
 Finance income                    -                  -            -                -              14               14 
 Finance expense                   -                  -            -                -           (231)            (231) 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 
   Profit/(loss) 
   before tax                  1,381            (1,620)      (1,848)                -         (3,261)          (5,348) 
 Taxation                          -                  -            -                -             115              115 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 
   Profit/(loss) 
   for the period              1,381            (1,620)      (1,848)                -         (3,146)          (5,233) 
                   -----------------  -----------------  -----------  ---------------  --------------  --------------- 
 

(1) Unallocated costs represent Directors' remuneration, administrative staff, corporate head office costs and expenses associated with AIM.

   5   EARNINGS PER SHARE 
 
                                                                                 6 months     6 months            Year 
                                                                                    ended        ended           ended 
                                                                                 31 March     31 March    30 September 
                                                                                     2017         2016            2016 
                                                                                   GBP000       GBP000          GBP000 
                                                                              -----------  -----------  -------------- 
 
 Profit/(loss) for the financial period attributable to equity shareholders           248      (3,383)         (5,230) 
 Share-based payments cost and associated costs                                       117          730           1,141 
 Exceptional items (note 6)                                                           544        1,086           3,559 
 Amortisation of intangible assets                                                     98          121             223 
 Adjusted profit/(loss) for the financial period before share-based payments 
  costs, amortisation 
  of intangible assets and exceptional items                                        1,007      (1,446)           (307) 
----------------------------------------------------------------------------  -----------  -----------  -------------- 
 Weighted average number of shares: 
 
        *    Ordinary shares in issue                                          33,896,845   31,101,190      31,251,190 
 
        *    Shares held by EBT                                                 (576,844)    (596,677)       (596,677) 
 
        *    Vested options with minimal consideration                                  -      409,602         426,017 
----------------------------------------------------------------------------  -----------  -----------  -------------- 
 Basic weighted average number of shares                                       33,320,001   30,914,115      31,080,530 
 Effect of employee share options                                               2,204,656    1,797,545       1,590,610 
 Diluted weighted average number of shares                                     35,524,657   32,711,660      32,671,140 
============================================================================  ===========  ===========  ============== 
 Basic and diluted profit/(loss) per share                                           0.7p      (10.9)p         (16.8)p 
 Adjusted profit/(loss) per share before share-based payment cost, 
  amortisation of intangible 
  assets and exceptional items                                                       3.0p       (4.7)p          (1.0)p 
 
   6   EXCEPTIONAL ITEMS 

Exceptional items are operating costs that are not expected to be incurred every year and due to their nature and amount are disclosed separately.

 
                                          6 months    6 months            Year 
                                             ended       ended           ended 
                                          31 March    31 March    30 September 
                                              2017        2016            2016 
                                            GBP000      GBP000          GBP000 
--------------------------------------  ----------  ----------  -------------- 
 Severance costs(1)                              -         652           1,385 
 Acquisition and integration costs(2)           63         434             620 
 Restructuring costs(3)                        481           -             154 
 Impairment of Goodwill                          -           -           1,400 
======================================  ==========  ==========  ============== 
                                               544       1,086           3,559 
--------------------------------------  ----------  ----------  -------------- 
 

(1) Severance costs include redundancy, payment in lieu of notice, ex-gratia, other discretionary payments and associated legal costs.

(2) Acquisition costs include legal and professional fees, office and restructuring costs and post combination employment costs relating to the Initiate acquisition in December 2014.

(3) Restructuring costs include bank charges and legal and professional fees in relation to the requirement of the revised banking facility.

   7   POST BALANCE SHEET EVENT 

Following the period end, the Group agreed to sell its wholly owned subsidiary in South Africa, Driver Trett South Africa Pty Ltd "DTSA" to the local management team.

In consideration for the disposal, Driver will become entitled to receive the net proceeds from the sale of 300,000 Driver ordinary shares currently owned by the "DTSA" management which must be sold by the 30 June 2017. The total consideration and loss on disposal is not yet fully known as this is dependent on the market price of the shares on the day they are sold, however, Driver has agreed to write-off an inter-company balance due from "DTSA" totalling GBP0.63m. Cash proceeds received from the sale will be utilised for working capital purposes. This disposal has not been reflected in these financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

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May 23, 2017 02:01 ET (06:01 GMT)

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