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Final Results

30th Jun 2015 07:00

RNS Number : 5827R
Sweett Group PLC
30 June 2015
 

30 June 2015

 

Sweett Group plc ("Sweett Group" or "the Group")

 

Audited final results for the year ended 31 March 2015

 

 

Sweett Group plc (AIM: CSG.L), the global provider of professional services for the construction and management of building and infrastructure projects announces its audited final results for the year ended 31 March 2015.

 

Financial

 

 

GAAP measures

2015

2014

Revenue

£88.3m

£89.4m

Operating (loss) / profit

£(0.7)m

£2.3m

(Loss) / profit before tax

£(1.1)m

£2.8m

Net assets

£25.4m

£27.4m

Net debt

£9.7m

£8.2m

Basic (loss) / earnings per share

(2.7)p

2.8p

Dividend per share

-

1.3p

 

Non GAAP measures

2015

2014

Adjusted revenue*

88.3m

87.8m

Adjusted operating profit*

£3.4m

£3.7m

Adjusted profit before tax**

£3.1m

£3.2m

Adjusted earnings per share**

2.8p

3.3p

Lockup***

110 days

106 days

 

▲Prior year net debt has been restated to reflect a change in the classification of monies held on behalf of certain customers from 'cash and cash equivalents'.

 

In presenting the Group's non GAAP measures, the following adjustments have been made:

 

* Adjusted revenue and operating profit exclude:

1. Items relating to the financial close of the Leeds Social Housing PFI project and the exiting of the Group's interest in the Hub North PFI project; revenue of £nil (2014: £1.6m); profit of £nil (2014: £1.2m). These activities no longer form part of the core activities of the Group;

2. Exceptional administrative expenses of £1.7m (2014: £1.5m);

3. Amortisation of acquired intangible assets of £0.4m (2014: £0.5m);

4. Performance Share Plan credit of £0.3m (2014: charge of £0.6m);

5. Impairment of Australian and MENA goodwill of £2.4m (2014: £nil);

 

** In addition to the adjustments made to operating profit, adjusted profit before tax and adjusted earnings per share exclude:

6. Change in fair value of derivative financial instrument of £nil (2014: profit of £1.0m).

 

In 2014 both items 1 and 6 above were included within the Group's adjusted profit before tax and adjusted earnings per share figures but the Directors believe that excluding them assists with understanding the underlying, comparable performance of the Group.

 

***Lockup is measured as the aggregate days' activity represented by debtors and work in progress - see Financial Review for further details.

 

 Operational

 

Ø Strategic review announced in April 2015, sale of APAC and India businesses ongoing

 

Ø Strong core UK business with improving profitability and increased cash generation

 

Ø Significant Board changes during the year including a new Chairman, CEO and Senior Independent Director

 

Ø The SFO investigation into matters in the Middle East is ongoing

 

Ø No recommended final dividend due to the focus on reducing debt

 

Ø Group's order book currently stands at £109m (2014: £109m)

Douglas McCormick, CEO of Sweett Group, commented:

"I joined Sweett Group in March 2015 and have spent the last four months meeting, listening to and engaging with many of our clients and colleagues. It is clear to me that Sweett Group is an excellent business, which has had a difficult time recently. The strengths of the Group are its loyal, highly skilled people, its brand, and strong market positions, all of which provide a very sound platform for growth.

 

"The strategic review, which completed in April 2015, concluded that we have solid UK and European businesses which generate cash, with positive working capital dynamics, strong market positions and these geographies will be central to our growth going forward. The sale of our APAC and Indian businesses is progressing well. Once the sale has completed, the Board intends to invest further in the UK and European businesses and explore emerging opportunities in the USA and Canada.

 

"Trading in the UK and Europe, the central pillars to our ongoing strategy is positive and we continue to build on our strong position with a number of high profile contracts recently won. I would like to thank our highly talented team and I very much look forward to working with them as we continue to grow the business with a focus on profitability, cash generation and margins."

 

 

 

ENDS

 

For further information, call:

Sweett Group plc:

+44 (0)20 7061 9000

Douglas McCormick, Chief Executive Officer

 

Patrick Sinclair, Chief Financial Officer

 

 

 

Westhouse Securities Limited:

+44 (0)20 7601 6100

Tom Griffiths

 

 

 

Camarco

+44 (0)20 3757 4980

Billy Clegg

 

Georgia Mann

 

 

About Sweett Group

Sweett Group is a global provider of professional services for the construction and management of building and infrastructure projects.

 

We have an integrated network of 58 offices in 18 countries across five continents offering cost consulting and project management. Our service supports clients through every stage of the project life cycle based upon our international expertise and local knowledge. Our strength is our people's world-class talent and expertise through which, we have time and again delivered exceptional results. The strategy builds on these key strengths.

 

A modern, progressive company, Sweett Group sets itself apart through people, culture and aptitude to change. By collaborative practices and innovative thinking - supported at all levels - our clients receive an offering that is constantly evolving and improving in response to project needs.

www.sweettgroup.com

 

 

 

 

 

Chairman' Statement

 

Summary

It has been an eventful year for Sweett Group. I joined in July 2014 and I am encouraged by what I have found. Sweett Group has good people and clients and despite facing a number of challenges has made significant progress in the year while gaining market share in key industries and geographies.

 

The results demonstrate good progress with our largest and most established businesses in the UK and Europe continuing to perform strongly. APAC and India were stable and as previously highlighted trading in MENA was challenging.

 

Financial performance

Revenue for the year was £88.3m (2014: £89.4m) and loss before tax was £1.1m (2014: profit of £2.8m). The Group's operating loss was £0.7m (2014: profit of £2.3m) and basic loss per share was 2.7p (2014: earnings of 2.8p).

 

Net debt at the year-end was slightly better than expected at £9.7m, an improvement on the £10.1m at 30 September 2014 but higher than the prior year position of £8.2m.

 

The Directors will not be recommending the payment of a final dividend for the year due to the focus on reducing debt.

 

SFO investigation

The SFO's investigation into matters in the Middle East is ongoing.

 

Strategy

In late 2014, the Board initiated a strategic review which was largely completed post year end in April 2015. As previously announced, the key output of the review was to focus on improving profitability and cash flow, and thereby reduce the Group's debt through the sale of our APAC and India businesses, a process which is ongoing. Further details on our strategy can be found in the CEO's Review.

 

Board

During the year there were a number of changes to the Board, reflective of the Group's new approach, and to help drive forward the new strategy. In July 2014, I joined the Board and was subsequently appointed Chairman. In August, Alan Lovell joined the Board as Senior Independent Director and in March 2015 we were delighted to appoint Douglas McCormick to the Board as CEO replacing Dean Webster who retired in October 2014.

 

Order book

The June order book stands at £109m, with £53m being UK and Europe, £49m APAC, £5m MENA and £2m India. This is in line with the total of £109m in June 2014.

 

Outlook

Trading in Europe remains buoyant and we continue to build on our strong position with a number of high profile contracts recently won.

 

We have excellent and committed staff, a high quality client base and a clear focus on profitability, cash generation and margins and as such, the Board looks to the future with confidence.

 

John, Dodds, Chairman

Chief Executive's Review

 

Summary

I joined Sweett Group in March 2015 and have spent the last four months meeting, listening to and engaging with many of our clients and colleagues. It is clear to me that Sweett Group is an excellent business, which has had a difficult time recently. The strengths of the Group are its loyal, highly skilled people, its brand, and strong market positions, all of which provide a very sound platform for growth.

 

Strategy

The review, which completed in April 2015, concluded that we have strong UK and European businesses, which generate cash, with positive working capital dynamics and strong market positions and these geographies will be central to Sweett Group's growth going forward. In regards to the APAC and Indian businesses, it has been decided that, in order both to reduce the Group's indebtedness, and to continue to grow these businesses, a new owner be sought, capable of investing in the working capital to expand and develop the businesses and take advantage of the clear growth opportunities available. We are pleased with the progress made to date on the sale.

 

Once the sale has completed, the Board intends to invest further in the UK and European businesses and explore emerging opportunities in the USA and Canada.

 

People

In my few months with the Group I have found highly skilled and motivated people and we are focussed on developing their talent and expertise to ensure they achieve their professional goals. We continue to attract, recruit and retain the best people.

 

To this end, we have increased our employee engagement programmes replacing the Executive Committee with a Senior Leadership Team, meeting five times a year, with attendees from the Senior Executive Team, Group Marketing and Communications, Human Resources, Group Business Systems and, Risk and Compliance to discuss the strategic direction of the business. A further new initiative includes the introduction of Staff Voice (a staff board), which allows greater engagement with our staff in the running of the business.

 

Since the launch of our own Quantity Surveying Apprenticeship Programme in April 2014, in partnership with CITB and Havering College, we recruited 10 apprentices in 2014 for a two year scheme. We are in the process of recruiting a further 10 apprentices in 2015. In addition we were delighted to welcome 25 graduates in September 2014.

 

Market Overview

The UK's gross domestic product is calculated to have grown 2.8% in 2014 (according to the Office for National Statistics), the strongest expansion per year since 2006. Output in the construction sector also expanded, by over 7% in real terms in 2014, before dampening in Q1 of 2015. With the continuation of relatively low interest rates and extremely low consumer price inflation, the flow of investment into the property and construction sectors should be maintained.

 

This upturn in demand is producing a supply side re-balancing, forecast to generate construction tender price rises surpassing pre-recession peaks; reaching 6.5 % per annum in Greater London and 4% per annum average across the UK as a whole in 2015.

 

The conclusive outcome from the general election in returning a majority government has given greater certainty to a number of investment decisions. The immediate future will undoubtedly be a continuation in the programme of austerity measures with the mid-term forecasts indicating a more confident outlook, matched by a significant investment programme notably expected to include High Speed 2, Hinkley Point C and potentially, London's third runway.

 

Across the MENA region, the wake of the oil price fall in H2 2014 has softened investor sentiment to varying degrees. The UAE remains well positioned as the region's retail and leisure hub with major landmarks and anchor events continuing to drive large tourist numbers all year round. Airport expansion projects such as Dubai's $32bn Al Maktoum International Airport and the Midfield Terminal Complex in Abu Dhabi will further serve to accommodate the large tourist influx leading up to the World Expo 2020 to be held in Dubai.

 

In India, the GDP growth over the last two years has reduced to sub 5% levels. However, in the last two quarters, it has increased in excess of 5% and the World Bank projections for next year expect it to rise to 8% by 2017.

 

In 2014, the Chinese Government's continuing focus on anti-speculation and anti-corruption measures resulted in a reduction in new project starts and a continued weakening of China's gross construction output. This year, the Government's package of stimulus measures has led to a drop in interest rates and an increase in the ownership of second homes. The resulting enhanced demand has begun to push property prices up. In addition, the Central Bank's move to cut bank reserve ratios is likely to improve liquidity, which we believe will encourage developers to commence new construction projects.

 

Beijing 'One Belt, One Road' development strategy is an example of China taking a bigger role in global affairs. The 'belt' includes countries situated along the original Silk Road and the initiative calls for the integration of the region through shared investments in major infrastructure, transportation, oil and gas, power, internet networks and aviation projects. Our China capability and network places us in a strong position to participate in this major initiative.

 

The Hong Kong Government continues to support mega infrastructure projects as it looks to maintain a strong economy and establish itself as a "main hub" for contractors and construction companies in Greater China. Hong Kong's private sector residential projects remain strong in 2015 as property prices continue to rise. Public housing and Government subsidised private housing will become a focus for the Group following the roll out of the Government's Home Programme later in the year.

 

In Australia, growth in total turnover from construction work was forecast to decline by 3.9% in 2014/15, after more than a decade of sustained growth. Looking forward, the total value of construction turnover is forecast to decline at a slower rate of 1.2% in 2015/16. The value of infrastructure work, however, is expected to record overall growth of 5.0% this year with extensive road and rail construction and investment in other civil projects of 5.2%.

 

Review of operations

 

Europe

Revenue in the year from Europe, which comprises the Group's operations in the UK, Ireland and Continental Europe, was up 4.4% to £51.5m (2014: £49.3m), which accounted for 58.3% of the Group's total revenue. Segment profits before non-core PFI/PPP operating profit, exceptional administrative expenses and amortisation of acquired intangibles was £5.9m (2014: £4.5m) representing an improvement in margin on this basis from 9.4% to 11.4%. The order book in June stands at £53m (June 2014: £53m), representing 49.1% of the Group order book. Clients are now committing to long-term spending plans and giving approval to major construction projects rather than the phased commitments of recent years. The order book is reinforced by an extremely robust pipeline of potential projects and framework income yet to be formally committed.

 

The business operates across a diversified range of private, public and infrastructure sectors and our investment into the infrastructure sectors has been rewarded with our reappointment to the £6 billion Thameslink Programme and our appointment on the Wales & West Commission for Network Rail. Other notable clients within this sector include Transport for London, Merseylink Limited, NNB Generation and United Utilities.

 

The retail sector, in which the Group is a recognised market leader, has seen a further improvement in activity over the year. The Group has secured substantial retail mixed-use developments at the Whitgift Centre, Croydon; Westfield, London and Brent Cross Redevelopment projects. We currently have an involvement in over 30 mixed-use retail developments. Our retail portfolio is balanced with a number of projects directly with retailers such as Selfridges, working on their flagship stores in Manchester, Birmingham and London, and the roll-out of Primark stores in Spain, Portugal, France, UK and more recently the USA.

 

The offices sector, both for developers, investors and corporate end users, has seen an upswing in activity, extending from London into most regional cities. Significant clients in this sector include Bruntwood, M&G, Barclays, Royal Bank of Scotland and the BBC. The Group has seen an increase in the private residential sector which we are well positioned to take advantage of, due to our expertise and capabilities within our London and regional offices. We are currently working on Thames Wharf for London & Regional, The Hurlingham Estate for Royal London and the large St. John's scheme in Manchester for Allied London.

 

In the hotel and resorts sector, the Group has been very active in mainland Europe with clients Hilton and Starwood Capital and these relationships have recently extended to the UK. The prospect for this sector remains strong with growth in tourism and foreign investment being the main drivers.

 

The Group maintains a strong market position in health, education, life sciences and other public sectors with all areas seeing continued investment over the last 12 months. We are currently positioned on over 100 frameworks providing a number of services over a defined period of time to public sector clients. We continue to develop our relationships with the Ministry of Justice, London Fire Brigade, Parliamentary Estates Directorate and Crown Commercial Services.

 

We are one of the leading consultancies in the health sector supporting NHS Trusts, GPs, Clinical Commissioning Groups, SPVs, private healthcare companies and contractors, and are delighted to have won Property Consultants of the Year at the recent HealthInvestor Awards. We have now worked with 45% of Trusts and NHS Boards in the UK. Amongst others, we are currently undertaking projects with the Royal Free London NHS Foundation Trust, King's College London, York Teaching Hospital NHS Foundation Trust, University Hospital of South Manchester NHS Foundation Trust, Nottingham University Hospitals NHS Trust and Royal Devon and Exeter NHS Foundation Trust.

 

The education sector continues to present a large range of opportunities and we are currently working for 75% of the leading UK universities, with schemes at Cambridge, University College London, Warwick, Manchester and Edinburgh universities. We continue to increase our market share in schools winning several commissions with North hub, London Construction Programme framework, Cheshire East Council and East Sussex Council.

 

The working capital dynamics of our European operations are positive and we look forward to another year of growth.

 

Middle East, North Africa

Revenue in the year in MENA was £6.6m (2014: £10.0m), which accounted for 7.4% of the Group's total revenue. Segmental loss before amortisation of acquired intangibles, goodwill impairment losses and exceptional administrative expenses was £1.2m (2014: £0.1m).

 

Trading was difficult in the year in the Middle East. We are looking to stabilise the business, reduce our cost base and move to trading profitably. Due to the performance of the region we have fully impaired the goodwill during the year by £0.5m.

 

The MENA order book in June stands at £5.0m (June 2014: £6m), representing 4.6% of the Group order book.

 

India

The Group's performance in India has been satisfactory with revenue in the year of £1.9m (2014: £1.8m), which accounted for 2.1% of the Group's total revenue. Segmental profit was £0.1m (2014: £0.2m).

 

Our business in India, headquartered in Chennai with regional offices in Bangalore, Mumbai, Delhi and Kolkata, now employs over 150 people across the region. We have strengthened our position as a leading provider of Quantity Surveying services with a pan-India presence and platform to grow in the long term. Despite the recent market slow down, our business in Delhi and Chennai performed well, particularly in the commercial and IT sectors. Due to the close links of our India operations with the rest of Asia, it is likely to form part of the sale with our APAC business.

 

We continue to focus on opportunities for off-shoring measurement services from our European and Middle East businesses, taking advantage of the technical skill-set and cost effectiveness of our India business.

 

The India order book in June stands at £2m (June 2014: £3m), representing 1.5% of the Group order book.

 

Asia Pacific

It has been a stable year in APAC, with revenue of £28.4m (2014: £28.6m), which accounted for 32.2% of the Group's total revenue. Segmental profit before amortisation of acquired intangibles, goodwill impairment losses and exceptional administrative expenses was £1.1m (2014: £1.3m).

 

During the year, the Hong Kong business reported progress on several commissions including the MTRC express railway link's West Kowloon Terminus, which is as an example of the cross-border work we have been able to secure, whilst the major MTR (subway railway) extensions in Kowloon and Hong Kong Island continue to provide considerable opportunities for the Group both now and in the future.

 

The Group's business in China, which comprises 511 staff in 12 offices, has held steady over the last 12 months and achieved the majority of its goals. Major wins in 2015 include Alibaba's new headquarters in Shanghai and New World Group's Wuhan Optics Valley Complex

 

In Singapore in the last year, we secured considerable, ongoing project management work with Marina Bay Sands, billed as the world's most expensive standalone casino property.

 

In addition to its project and cost management work, the Australian business has secured a number of major wins through its alternative service offerings. These include property consultancy services to the Australian Department of Finance in respect of a large portfolio of properties and working with the Department of Defence to build a state-of-art training facility for Tiger helicopter pilots in New South Wales. Despite these recent wins, we have impaired the Australian goodwill by £1.9m during the year.

 

The outlook for the APAC business remains positive, but the Board believes that it will be better placed if it was owned by a group which is able to invest in that growth, particularly in China, to enable it to deliver the considerable potential that exists.

 

The APAC order book in June stands at £49m (June 2014: £47m), representing 44.8% of the Group order book.

 

North America / Canada

The VVA Sweett joint venture in the USA made its first positive contribution to results in the year ended 31 March 2015. Work with Primark in the USA has continued, and Sweett Group has just won the contract on the new Nike store in New York.

 

Our more recent strategic alliance with Pelican Woodcliff, a Toronto based construction consulting firm, is performing well as we jointly market and deliver combined cost planning and cost management, loan monitoring and related consultancy services on select projects across Canada. Both companies continue to capitalise on cross-selling opportunities throughout both our combined global network of offices.

 

Conclusion

I would like to thank our highly talented team for their hard work and contribution and I very much look forward to working with them as we continue to build on their skills and Sweett Group's strong brand and market position.

 

 

Douglas McCormick, Chief Executive

 

 

 

 

Forward-looking statements

 

Certain statements in this audited final results statement are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Because these statements involve risk and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

 

We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

 

Financial Review Trading performanceThe Group's loss before tax of £1.1m in the year was influenced by 3 major factors being £1.7m of exceptional administrative expenses, incurred in the main in investigating the Wall Street Journal allegations and in connection with the SFO investigation, an operating loss of £1.2m in MENA prior to goodwill impairment losses and £2.4m of goodwill impairment losses consisting of a £1.9m charge in Australia and a £0.5m charge in MENA. The positive output of the strategic review with the planned sale of our APAC and India businesses, the proceeds of which will be used to strengthen the Group's balance sheet, as well as the strong and further improved financial performance within our Europe business, means that the Group should be well positioned financially for the future. 

Group revenue in the year was down 1.2% to £88.3m (2014: £89.4m). Within this decrease of £1.1m, Europe increased by £2.2m, MENA decreased by £3.2m, India increased by £0.1m and APAC decreased by £0.2m. Loss before taxation amounted to £1.1m (2014: profit of £2.8m). In 2014 this profit included the profit from non-core PFI/PPP activities of £1.2m and the credit relating to the change in fair value of the Australian derivative financial instrument of £1.0m. As outlined above, the 2015 results include a total goodwill impairment charge of £2.4m.

In presenting the Group's adjusted profit below, the following have been excluded in line with prior year methodology:

- exceptional administrative expenses;

- amortisation of acquired intangible assets;

- Performance Share Plan (PSP) credits or charges; and

- goodwill impairment losses.

In addition, in presenting the prior year adjusted numbers, the following have been excluded in order to assist understanding of the underlying performance of the Group:

- the change in fair value of the Australian dollar derivative financial instrument as this is a non-cash and non-recurring item; and

- net fee income on the financial close of Leeds Social Housing and exiting our position on hub North (non-core PFI/PPP activities) as this no longer forms part of our operations.

 

 

 

2015

£'000

2014

£'000

(Loss) / profit before taxation

(1,059)

2,826

Adjust for:

Exceptional administrative expenses

1,658

1,523

Amortisation of acquired intangibles

403

457

PSP (credit) / charge

(307)

609

Goodwill impairment losses

2,372

-

Adjusted profit before taxation including the following*

3,067

5,415

Change in fair value of derivative financial instrument

-

(970)

Profit from non-core PFI/PPP activities

-

(1,211)

Adjusted profit before taxation*

3,067

3,234

 

* In 2014, "adjusted profit before taxation" included the change in fair value of the Australian dollar derivative financial instrument as well as the profit from non-core PFI/PPP activities being the net fee income on financial close of Leeds Social Housing and exiting our position on hub North. Due to the one-off and material nature of these items these have been excluded to assist with the understanding of the underlying comparable performance of the business.

 

On an adjusted basis, Group revenue increased by 0.3% to £88.3m (2014: £88.1m). Adjusted profit before tax on this basis was £3.1m (2014: £3.2m).

The gross profit margin was 29.8% (2014: 30.7%) and excluding the effect of the adjusting items was 29.8% (2014: 29.8%) and the operating loss margin was 0.8% (2014: profit margin of 2.6%). The adjusted operating profit margin was 3.8% (2014: 4.2%).

The order book in June 2015 stands at £109m, no change from last year's reporting date (June 2014: £109m).

The primary segmental analysis in Note 3 to the financial statements details the segmental revenue and results. At the start of the year the Group made the decision to report India as a separate segment for management information purposes and as a result has reported it separately in the segmental analysis.

Details of exceptional administrative expenses are provided in Note 5 to the financial statements. Exceptional administrative expenses of £1.7m (2014: £1.5m) comprised mainly costs associated with the investigation regarding allegations made in the Wall Street Journal in June 2013 and the SFO investigation of in aggregate £1.6m (2014: £0.5m) and restructuring costs of £0.1m (2014: £1.0m).

The Group's major currencies are the Euro, Hong Kong Dollar, Chinese Renminbi, UAE Dirham, Indian Rupee and Australian Dollar. Sterling appreciated slightly during the year against the Euro and the Australian Dollar and weakened slightly against all the other currencies, resulting in a net positive impact of approximately £0.7m on revenue. The impact of this on operating profit was negligible.

Cash performance

Cash generated from operations in the year was £3.5m (2014: £5.9m). This arises largely through operating profit and working capital movements. The Group's work in progress net of fees in advance increased to £12.6m (2014: £7.8m) and net trade receivables decreased to £20.3m (2014: £21.5m) giving a total value of lockup of £32.9m (2014: £29.3m). Overdue amounts increased to £9.3m (2014: £7.8m) and there was a slight reduction in the amount of debt impaired to £1.3m (2014: £1.6m). The lockup calculation measures the number of days' activity included within work in progress and trade receivables and incorporates an annualisation of revenues based on the last three months' revenues: lockup days at year-end increased to 110 days (2014: 106 days). Management of working capital remains a key priority, particularly in the APAC region, and further steps are being taken to improve its management and reduce unnecessary utilisation of the Group's cash resources.

Goodwill impairment

Our Australia business has faced difficult trading conditions in recent years and despite last year's management changes failed to meet expectations during the year. The current order book is holding up and there have been a number of recent project wins but we have taken a prudent approach, as previously communicated, to impair the goodwill during the year. This impairment of £1.9m leaves goodwill relating to Australia of £0.6m. In addition due to the performance of our MENA business, we have fully impaired the goodwill during the year by £0.5m.

Finance income

The Group's net finance income / cost, is disclosed in Note 4 to the financial statements. This changed from a net income of £0.5m in 2014 to a net cost of £0.4m in 2015 largely due to the £1.0m credit arising on the termination of AUD11.1m derivative-based currency contract in 2014. Finance costs remained the same at £0.5m (2014: £0.5m).

Tax

The charge for the year was £0.8m, on a Group loss before tax of £1.1m (2014: tax charge of £0.9m, being 33.0% of profit before tax of £2.8m). The reasons behind this movement are analysed further in Note 6.

Earnings per share

Basic loss per share amounted to 2.7p (2014: earnings of 2.8p) and fully diluted loss per share was 2.7p (2014: earnings of 2.7p). Adjusted basic earnings per share were 2.8p (2014: 3.3p) and fully diluted adjusted earnings per share were 2.8p (2014: 3.3p), for further details refer to Note 8.

Balance sheet

The Group ended the year with:

Net borrowings of £9.7m, compared with £8.2m at 31 March 2014; the prior year £8.2m has been restated to exclude client deposits and tender deposits - see the balance sheet for further information;

Net current assets of £15.8m compared with £15.3m at 31 March 2014; and

Net assets of £25.4m, compared with £27.4m at 31 March 2014.

Banking facilities

The Group funds its activities through cash generated from operations and supplemented, where necessary and appropriate, with bank borrowings.

The Group's principal banker is Bank of Scotland plc, part of the Lloyds Banking Group, which provides Sweett Group with overdraft, term loan and guarantee facilities.

At 31 March 2015, the amount undrawn under the Group's credit lines was £1.9m (2014: £2.3m). Amounts drawn under the term loan are shown as non-current liabilities to the extent that repayments are due after 31 March 2016. All other liabilities to Bank of Scotland plc and overseas banks are shown as current liabilities. Under the terms of its principal banking facilities the Group is required to operate within certain financial covenants. In line with market practice these are related to net assets, net debt, EBITDA, cash flow cover and interest cover. All banking covenants were met during the financial year and at 31 March 2015.

Since the period end, the Group has renewed its banking facilities which include the existing term loan and a £6.5m working capital facility with Bank of Scotland. The renewed facilities run to 30 June 2016.

During the previous year facilities were negotiated with HSBC in China and Hong Kong. These comprise a receivables facility in Hong Kong of £1.4m and a loan facility in Hong Kong secured against Renminbi deposits in China of £0.8m.

 

Going concern

A detailed examination of the Group's cash flow and trading forecasts has been undertaken to enable the Board to conclude that the Group can operate within its banking covenants, such that it could be established that the Group should continue to prepare its financial statements on the going concern basis. The Group has recently signed up to revised facilities to 30 June 2016.

The material considerations in a forward look at covenant compliance primarily revolve around revenue, profitability and working capital sensitivities and the covenants forecasts have been stress tested around these metrics. Other items that have been considered in looking at compliance with the terms of our banking facilities are the timely sale of our APAC and India businesses and the current SFO investigation.

Internal controls

There has been significant emphasis on our internal control environment during the financial year with the creation of a Risk and Compliance Director role and the roll-out of new financial policies and procedures across the Group. In addition we introduced Agresso, our Group ERP into our China business during the year meaning the whole Group now operates under one system. The corporate governance section of this report outlines further aspects of internal control within the Group.

Treasury

Treasury matters and banking arrangements are overseen by a treasury committee, which is chaired by Alan Lovell, Senior Independent Director.

Dividends

No interim dividend for the year to 31 March 2015 was paid (2014: 0.5p per share at a cost of £342,000). The Directors are not recommending the payment of a final dividend (2014: 0.8p at a cost of £549,000).

Key Performance Indicators

A number of metrics are used to monitor financial performance. These include turnover, operating profit, cash collection, pre- exceptional administrative expenses, earnings per share and lockup.

Summary

The year to 31 March 2015 was challenging for Sweett Group with difficult trading conditions in the Middle East as well as a high level of exceptional administrative expenses mainly as a result of the SFO investigation. The European business remains strong and the sale of our APAC and Indian businesses, when completed, will strengthen the balance sheet and leave the Group in a stronger position for the future.

 

Patrick Sinclair, Chief Financial Officer

 

Consolidated Income Statement for the year ended 31 March 2015

 

 

 

31 March 2015

 

31 March 2014

 

 

Before

adjusted items

 

Adjusted items

 

 

Total

 

Before adjusted items

 

 Adjusted items ▲

 

 

Total

 

Note

£'000

£'000

£'000

 

£'000

£'000

£'000

 

 

 

 

 

 

 

 

 

Revenue

3

88,318

-

88,318

 

87,847

* 1,551

89,398

Cost of sales

 

(61,993)

-

(61,993)

 

(61,628)

* (308)

(61,936)

Gross profit

 

26,325

-

26,325

 

26,219

* 1,243

27,462

Administrative expenses before the following:

 

(22,941)

-

(22,941)

 

(22,531)

* (32)

(22,563)

Exceptional administrative expenses **

5

-

(1,658)

(1,658)

 

-

(1,523)

(1,523)

Amortisation of acquired

Intangibles **

 

-

(403)

(403)

 

-

(457)

(457)

Performance Share Plan credit/(charge) **

5

-

307

307

 

-

(609)

(609)

Total administrative expenses

 

(22,941)

(1,754)

(24,695)

 

(22,531)

(2,621)

(25,152)

 

 

 

 

 

 

 

 

 

Goodwill impairment losses

9

-

(2,372)

(2,372)

 

-

-

-

 

 

 

 

 

 

 

 

 

Operating profit/(loss)

 

3,384

(4,126)

(742)

 

3,688

(1,378)

2,310

Finance costs

4

(509)

-

(509)

 

(491)

-

(491)

Finance income

4

64

-

64

 

37

*** 970

1,007

Share of profit in joint venture

 

128

-

128

 

-

-

-

Profit/(loss) profit before taxation

 

3,067

(4,126)

(1,059)

 

3,234

(408)

2,826

Income tax expense

6

(1,130)

348

(782)

 

(964)

32

(932)

Profit/(loss) for the year attributable to owners of the parent

 

1,937

(3,778)

(1,841)

 

2,270

(376)

1,894

 

 

 

 

 

 

 

 

 

(Loss)/earnings per share (p)

 

 

 

 

 

 

 

 

Basic

8

 

 

(2.7)

 

 

 

2.8

Diluted

8

 

 

(2.7)

 

 

 

2.7

Adjusted basic

8

2.8

 

 

 

3.3

 

 

Adjusted diluted

8

2.8

 

 

 

3.3

 

 

 

In presenting the Group's adjusted results, the following have been excluded as the directors believe that this assists with understanding the underlying performance of the Group.

*

Items relating to the net income earned on the financial close of the Leeds Social Housing PFI project and the exiting of the Group's interest in the Hub North PFI project, activities which no longer form part of the core activities of the Group.

**

Exceptional administrative expenses, amortisation of acquired intangible assets, Performance Share Plan credit/(charge) and goodwill impairment losses.

***

Change in fair value of derivative financial instrument.

Further information on exceptional administrative expenses is included at Note 5.

 

 

Consolidated Statement of Comprehensive Income for the year ended 31 March 2015

 

 

 

 

Note

2015

£'000

2014

£'000

(Loss)/profit for the year

 

(1,841)

1,894

Other comprehensive income/(expense)

Items that will not be reclassified to profit or loss:

Actuarial (loss) / gain on pension scheme

 

(1,025)

839

Tax on actuarial gain / (loss) on pension scheme

6

190

(271)

 

 

(835)

568

Items that may be reclassified to profit or loss:

Exchange differences on translation of foreign operations

 

1,207

(2,553)

 

 

1,207

(2,553)

Total other comprehensive income/(expense)

 

372

(1,985)

Total comprehensive expense attributable to owners of the parent

 

(1,469)

(91)

 

 

 

Consolidated Balance Sheet as at 31 March 2015

 

 

 

Note

 

2015

£'000

* 2014

restated

£'000

* 2013

restated

£'000

Non-current assets

 

Goodwill

9

12,579

15,228

16,348

Other intangible assets

 

1,843

2,502

2,729

Property, plant and equipment

 

1,558

1,618

1,779

Investment in associates and joint venture entities

 

156

-

-

Financial assets available for sale

 

87

87

87

Loans and other receivables

 

279

91

567

Deferred income tax asset

 

1,180

1,355

1,616

Total non-current assets

 

17,682

20,881

23,126

Current assets

 

Trade and other receivables

 

37,055

34,123

34,654

Other current assets *

10

1,146

1,545

780

Cash and cash equivalents

11

3,082

4,664

2,715

Total current assets

 

41,283

40,332

38,149

Total assets

 

58,965

61,213

61,275

Current liabilities

 

Borrowings

 

(8,563)

(7,222)

(8,710)

Derivative financial instrument

 

-

-

(1,359)

Trade and other payables

12

(15,572)

(16,214)

(15,538)

Current income tax liabilities

 

(1,377)

(1,590)

(1,375)

Total current liabilities

 

(25,512)

(25,026)

(26,982)

Non-current liabilities

 

Borrowings

 

(4,211)

(5,633)

(2,265)

Deferred income tax liability

 

(76)

(107)

(152)

Provisions

14

(518)

(793)

(742)

Retirement benefit obligations

 

(3,252)

(2,301)

(3,180)

Total non-current liabilities

 

(8,057)

(8,834)

(6,339)

Total liabilities

 

(33,569)

(33,860)

(33,321)

Net assets

 

25,396

27,353

27,954

Equity

 

Share capital

 

6,868

6,865

6,769

Share premium account

 

13,838

13,833

13,658

Treasury shares

 

-

(17)

(10)

Share option reserve

 

682

647

640

Other reserves

 

(103)

(1,310)

1,243

Retained earnings

 

4,111

7,335

5,654

Total equity attributable to owners of the parent

 

25,396

27,353

27,954

 

* The 2014 and 2013 comparative amounts have been restated to reflect a change in the classification of monies held on behalf of certain customers from 'Cash and cash equivalents', with no effect on net assets. Further details are provided at Note 10 and Note 17. Additionally 'Provisions' which were previously classified within 'Other payables' have been separately identified; further details are provided at Notes 13 and 14.

 

 

Consolidated statement of changes in equity for the year ended 31 March 2015

 

 

 

 

Group

 

 

 

Note

 

Share capital

£'000

Share premium account

£'000

 

Treasury shares

£'000

Share option reserves

£'000

 

Other reserves

£'000

 

Retained earnings

£'000

 

Total equity

£'000

At 1 April 2013

 

6,769

13,658

(10)

640

1,243

5,654

27,954

Comprehensive income / (expense)

Profit for the year

 

-

-

-

-

-

1,894

1,894

Other comprehensive (expense) / income:

Exchange differences on translation of foreign operations

 

 

-

-

-

-

 

(2,553)

-

 

(2,553)

Actuarial gain on pension scheme

 

 

-

-

-

-

-

 

839

839

Deferred tax on items taken directly to equity

6

 

-

-

-

-

-

 

(271)

 

(271)

Change in fair value of derivative financial instrument

 

 

-

-

-

-

-

-

-

Total other comprehensive (expense) / income

 

 

-

-

-

-

 

(2,553)

 

568

 

(1,985)

Total comprehensive (expense) / income

 

 

-

-

-

-

 

(2,553)

 

2,462

 

(91)

Transactions with owners:

Dividends

 

-

-

-

-

-

(816)

(816)

Employee share option scheme

- value of services provided

 

-

-

-

42

-

-

42

- exercise of awards

 

-

-

-

(35)

-

35

-

Net acquisition of shares during the year

 

 

-

-

 

(7)

-

-

-

 

(7)

New shares issued during the year

 

 

96

 

175

-

-

-

-

 

271

Transactions with owners

 

96

175

(7)

7

-

(781)

(510)

At 31 March 2014

 

6,865

13,833

(17)

647

(1,310)

7,335

27,353

Comprehensive (expense)/ income:

Loss for the year

 

-

-

-

-

-

(1,841)

(1,841)

Other comprehensive income / (expense):

Exchange differences on translation of foreign operations

 

-

-

-

-

1,207

-

1,207

Actuarial loss on pension scheme

 

-

-

-

-

-

(1,025)

(1,025)

Deferred tax on items taken directly to equity

6

-

-

-

-

-

190

190

Total other comprehensive income / (expense)

 

-

-

-

-

1,207

(835)

372

 

 

 

 

 

 

 

 

Group

 

 

 

Note

 

Share capital

£'000

Share premium account

£'000

 

Treasury shares

£'000

Share option reserves

£'000

 

Other reserves

£'000

 

Retained earnings

£'000

 

Total equity

£'000

Total comprehensive income / (expense)

 

 

-

 

-

 

-

 

-

 

1,207

 

(2,676)

 

(1,469)

Transactions with owners:

Dividends

 

-

-

-

-

-

(549)

(549)

Employee share option scheme

- value of services provided

 

-

-

-

36

-

-

36

- exercise of awards

 

-

-

-

(1)

-

1

-

Net disposal of shares during the year

 

 

-

 

-

 

17

 

-

 

-

 

-

 

17

New shares issued during the year

 

 

3

 

5

 

-

 

-

 

-

 

-

 

8

Transactions with owners

 

3

5

17

35

-

(548)

(488)

At 31 March 2015

 

6,868

13,838

-

682

(103)

4,111

25,396

 

 

 

Consolidated Statement of Cash Flows for the year ended 31 March 2015

 

 

 

 

 

Note

2015

Group

£'000

* 2014 Group restated

£'000

Cash flows from operating activities

 

 

 

Cash flows from operations*

15

3,456

5,934

Payments in respect of the Performance Share Plan*

 

(109)

-

Payments in respect of exceptional administrative costs*

 

(1,960)

(980)

Interest paid

 

(509)

(491)

Income taxes paid

 

(621)

(237)

Net cash generated from operating activities

 

257

4,226

Cash flows from investing activities

 

 

 

Interest received

 

64

52

Payments to acquire goodwill

9

-

(144)

Purchase of property, plant and equipment

 

(641)

(760)

Purchase of intangible assets

 

(204)

(277)

Decrease in financial assets

 

-

302

Increase in investment in joint venture

 

(79)

-

Settlement of deferred consideration

 

-

(467)

Settlement of vendor liabilities

 

-

(1,526)

Net cash used in investing activities

 

(860)

(2,820)

Cash flows from financing activities

 

 

 

Dividends paid

7

(549)

(816)

Repayments of borrowings

 

(2,012)

(6,375)

Repayments of obligations under finance leases

 

(32)

(7)

Proceeds on issue of ordinary shares

 

8

189

Cash settlement of derivative financial instrument

 

-

(390)

Decrease/(increase) in treasury shares

 

17

(7)

Proceeds from borrowings

 

-

8,083

Net cash (used in) / generated from financing activities

 

(2,568)

677

Net (decrease)/increase in cash and cash equivalents*

 

(3,171)

2,083

Cash, cash equivalents and bank overdrafts at the beginning of the year*

 

987

 

(783)

Exchange losses/(gains) on cash, cash equivalents and bank overdrafts

 

12

 

(313)

Cash, cash equivalents and bank overdrafts at the end of the year*

11

(2,172)

 

987

 

* The 2014 comparative amounts have been restated to reflect a change in the classification of monies held on behalf of certain customers from 'Cash and cash equivalents', further details are provided at Note 10 and Note 17. In addition, in order to assist the understanding of the statement of cash flows, payments in respect of the Performance Share Plan and payments in respect of exceptional administrative expenses have been separately identified from cash flows from operations.

 

 

 

1. General information

This preliminary announcement does not constitute the Group's full financial statements for the year ended 31 March 2015. The financial information for the year ended 31 March 2015, set out in this announcement does not constitute statutory accounts as defined in section 434 of the Companies Act 2006 and has been extracted from the Annual Report and Financial Statements for the year ended 31 March 2015. Statutory accounts for the year ended 31 March 2014 have been delivered to the Registrar of Companies and those for the year ended 31 March 2015 will be available to shareholders by 17 August 2015 for approval at the Annual General Meeting to be held on 11 September 2015. Those accounts have not yet been delivered to the Registrar. The auditors have reported on these accounts; their report was unqualified.

 

Sweett Group plc is a public limited company with shares listed on the Alternative Investment Market and is incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is 60 Gray's Inn Road, London, WC1X 8AQ. The Company is the parent company of a group of international companies and the principal activities of the Group include the provision of construction cost consultancy, project management and other specialised consultancy services, including building surveying. These activities are carried out in Europe, Middle East and North Africa (MENA), India and Asia Pacific, the Group's operating segments.

Basis of preparation

The accounting policies applied by the group were published in the Annual Report and Financial Statements for the year ended 31 March 2014, which is available on the Group's website atwww.sweettgroup.com, and they will also be included in the Annual Report and Financial Statements for the year ended 31 March 2015. There have been no significant changes to the Group's accounting policies during the year.

Going concern

The Group's activities are funded by a combination of long-term equity funds, a reducing loan and overdraft facilities from the principal banker, Bank of Scotland plc, and other facilities overseas.

In considering the ability of the Group to meet its financial obligations as they fall due, the Board has considered the expected trading performance of the Group, including pressures on margins, working capital requirements, the level of overheads and interest to be funded and loan repayments.

 

The Board has modelled a range of scenarios in respect of each of these variables with particular regard to future compliance with the financial covenants to Bank of Scotland plc and any other contractual events of default.

The Directors believe that the principal sensitivities and actions which can have the greatest impact on the headroom and covenant compliance include trading performance and managing working capital requirements across the Group. Other items that have been considered in looking at compliance with the terms of our banking facilities are the timely completion of the sale of the APAC and India businesses and the current SFO investigation.

The Directors are confident that they have the right strategy and action plan to operate within the requirements of the bank covenants and, on this basis, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Group's financial statements.

 

2. Significant accounting policies

The principal accounting policies in the preparation of this financial information are set out below. These policies have been consistently applied to financial statements for the years ended 31 March 2015 and 31 March 2014, unless otherwise stated.

 

3. Segmental analysis

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as being the Board.

The Board considers Sweett Group's business and internal reporting by geography, being Europe, the Middle East and Africa, India and Asia Pacific. All four categories generate revenues from the provision of quantity surveying, project management and specialist services/management consultancy with the exception of India which generates revenue from the provision of quantity surveying and project management consultancy only.

The Board assesses performance based on a measure of earnings before interest, tax depreciation and amortisation (EBITDA). This measurement is net of intra-group trading balances and this basis excludes the effects of corporate and central costs. Interest income and expenditure are not included in the results for each operating segment that is reviewed by the Board.

 

2015

Europe

£'000

Middle East and North Africa £'000

India

£'000

 

Asia

Pacific

£'000

 

Total

£'000

Gross revenue

51,470

6,555

1,868

28,425

88,318

Inter-segment revenue

2

4

(6)

-

-

External revenue

51,472

6,559

1,862

28,425

88,318

Segment results before the following:

5,871

(1,179)

80

1,077

5,849

Amortisation of acquired intangibles

(100)

(33)

-

(270)

(403)

Goodwill impairment losses

-

(472)

-

(1,900)

(2,372)

Exceptional administrative expenses

(87)

-

-

-

(87)

Segment results

5,684

(1,684)

80

(1,093)

2,987

Share of profit in joint venture

 

 

 

 

128

Unallocated corporate costs*

 

 

 

 

(2,465)

Unallocated exceptional administrative expenses *

 

 

 

 

(1,571)

Unallocated Performance Share Plan credit *

 

 

 

 

307

Finance income

 

 

 

 

64

Finance expense

 

 

 

 

(509)

Loss before taxation

 

 

 

 

(1,059)

Income tax expense

 

 

 

 

(782)

Loss for the year

 

 

 

 

(1,841)

 

Other profit and loss disclosures

Europe

£'000

Middle East and North Africa

£'000

India

£'000

 

Asia

Pacific

£'000

 

 

Total

£'000

External revenue by service provided

Cost consultancy/quantity surveying

32,813

3,309

163

21,875

58,160

Project management

11,441

2,830

1,699

5,378

21,348

Specialist services/management consultancy

7,218

420

-

1,172

8,810

 

51,472

6,559

1,862

28,425

88,318

Depreciation of property, plant and equipment

344

41

50

508

943

Amortisation of computer software

338

19

-

84

441

Amortisation of acquired intangibles

100

33

-

270

403

Goodwill impairment losses

-

472

-

1,900

2,372

 

* Unallocated corporate costs comprise Directors' remuneration, advertising, public relations, corporate financing costs, legal and professional fees incurred by Sweett Group plc. The unallocated exceptional administrative expenses and Performance Share Plan credit are those relating specifically to Sweett Group plc.

 

 

 

 

3. Segmental analysis continued

 

Balance sheet disclosures

Europe

£'000

Middle East and North Africa

£'000

India

£'000

Asia Pacific

£'000

Total

£'000

Segmental assets

27,242

3,087

1,895

26,741

58,965

Segmental liabilities

22,545

1,410

639

8,975

33,569

Capital additions

465

17

44

494

1,020

 

The Group is domiciled in the UK. Its revenue from external customers in the UK is £48.4m (2014: £47.4m) and from external customers from other countries is £39.9m (2014: £42.0m).

Capital additions comprise the acquisition of property, plant and equipment and other intangible assets.

The assets of the segments include intangible assets, property, plant and equipment, assets from finance leases, financial assets, trade and other receivables, deferred tax assets and cash and cash equivalents. The liabilities comprise trade and other payables, current tax liabilities, financial liabilities, deferred tax liabilities, provisions and retirement benefit obligations.

The total of non-current assets other than financial instruments and deferred taxation located in the UK is £13.7m (2014: £13.5m) and the total of such non-current assets in other countries is £3.0m (2014: £5.9m).

Sales between segments are transacted at arm's length. External revenue reported to the Board is measured in a manner consistent with that in the income statement.

 

2014

Europe

£'000

Middle East

and Africa

£'000

India

£'000

Asia

Pacific

£'000

Total

£'000

Gross revenue before non-core PFI/PPP revenue

49,280

10,011

1,752

28,568

89,611

Non-core PFI/PPP revenue

(1,551)

-

-

-

(1,551)

Gross revenue after non-core PFI/PPP revenue

47,729

10,011

1,752

28,568

88,060

Inter-segment revenue

-

(213)

-

-

(213)

External revenue

47,729

9,798

1,752

28,568

87,847

Segment results before the following:

4,475

(87)

202

1,299

5,889

Non-core PFI/PPP operating profit

1,211

-

-

-

1,211

Amortisation of acquired intangibles

(100)

(33)

-

(324)

(457)

Exceptional administrative expenses

(392)

(81)

-

(282)

(755)

Segment results

5,194

(201)

202

693

5,888

Unallocated corporate costs*

 

 

 

 

(2,201)

Unallocated exceptional administrative expenses *

 

 

 

 

(768)

Unallocated Performance Share Plan charge *

 

 

 

 

(609)

Finance income

 

 

 

 

1,007

Finance expense

 

 

 

 

(491)

Profit before taxation

 

 

 

 

2,826

Income tax expense

 

 

 

 

(932)

Profit for the year

 

 

 

 

1,894

 

 

* Unallocated corporate costs comprise Directors' remuneration, advertising, public relations, corporate financing costs, legal and professional fees incurred by Sweett Group plc. The unallocated exceptional administrative expenses and Performance Share Plan charge are those relating specifically to Sweett Group plc.

 

 

 

 

3. Segmental analysis continued

 

 

 

 

 

Other profit and loss disclosures

Europe

£'000

Middle East

and Africa

£'000

India

£'000

Asia

Pacific

£'000

Total

£'000

 

External revenue by service provided

 

 

 

 

 

 

Cost consultancy/quantity surveying

29,333

3,651

1,723

24,610

59,317

 

Project management

10,998

5,901

29

2,859

19,787

 

Specialist services/management consultancy

8,949

246

-

1,099

10,294

 

 

49,280

9,798

1,752

28,568

89,398

 

Depreciation of property, plant and equipment

342

66

22

428

858

 

Amortisation of computer software

324

22

-

56

402

 

Amortisation of acquired intangibles

100

33

-

324

457

Balance sheet disclosures

Europe

£'000

Middle East

and Africa

£'000

India

£'000

Asia

Pacific

£'000

Total

£'000

Segmental assets

27,307

5,486

1,579

26,841

61,213

Segmental liabilities

21,895

1,728

567

9,670

33,860

Capital additions

375

124

32

506

1,037

       

 

4. Net finance income/(costs)

 

 

2015

£'000

2014

£'000

Finance income

Interest receivable on bank deposits

39

3

Interest receivable on loan notes

-

34

Change in fair value of derivative financial instrument

-

970

Dividend income on available for sale financial assets

16

-

Other interest receivable

9

-

 

64

1,007

Finance costs

Interest payable on bank and other borrowings

(481)

(486)

Finance leases

(7)

(1)

Other interest payable

(21)

(4)

 

(509)

(491)

Net finance (costs)/ income

(445)

516

 

The 2014 change in fair value of derivative financial instrument relates to a forward foreign exchange contract to hedge advances in Australian dollars to a subsidiary company, the bulk of which were capitalised in September 2011. This was rolled into a replacement instrument on maturity in March 2012 and subsequently in March 2013. In September 2013 the contract was fully exited, resulting in the positive fair value adjustment of £970,000 in finance income above.

 

5. (Loss)/profit before taxation

 

(Loss)/profit before taxation is stated after charging/(crediting):

 

2015

£'000

2014

£'000

Employee benefit expense

56,209

55,670

Depreciation of property, plant and equipment

943

858

Amortisation of intangible assets

844

859

Loss on disposal of property, plant and equipment

24

-

Impairment loss recognised on trade receivables

266

443

Operating lease rentals

3,211

3,151

Auditors' remuneration

268

254

Exchange loss

170

408

 

 

5. (Loss)/profit before taxation continued

In presenting the Group's results the income statement separately identifies the following items within administrative expenses:

 

 

2015

£'000

2014

£'000

Exceptional administrative expenses comprise the following:

 

 

 

 

 

Restructuring costs

87

978

Interest on vendor liabilities

-

55

Costs associated with investigating the Wall Street Journal allegations

1,571

490

 

1,658

1,523

 

Exceptional administrative expenses are those that the Directors consider are of such unusual size or nature that they are required to be separately disclosed to allow the user of the financial statements to understand the underlying performance of the Group, notwithstanding that such items may be recurring in nature.

Restructuring costs comprise redundancy costs of £nil (2014: £0.3m) and other restructuring costs of £0.1m (2014: £0.7m). Interest on vendor liabilities comprises interest on late-paid sums to the vendors of Widnell Limited, now fully settled.

The Performance Share Plan credit of £0.3m (2014: charge of £0.6m) represents management's best estimate of the accrued cost of the live schemes at the balance sheet date.

6. Income tax expense

(a) Analysis of charge in the year

 

 

2015

£'000

2014

£'000

Current tax:

UK corporation tax

187

571

Overseas tax

349

708

Adjustments in respect of previous years

(77)

(229)

 

459

1,050

Deferred taxation:

Origination and reversal of temporary differences

327

(331)

Adjustments in respect of previous years

(4)

213

Income tax expense - Note 6 (b)

782

932

 

 

 

6. Income tax expense (continued)

 

(b) Factors affecting the tax charge for the year:

The tax on the Group's (loss)/profit before taxation differs from the UK statutory rate as follows:

 

 

2015

£'000

2014

£'000

(Loss)/profit before taxation

(1,059)

2,826

Tax calculated at domestic tax rates applicable to profits in the respective entities at 21% (2014: 23%)

(222)

 

650

Tax effect of:

Expenses not deductible for tax purposes

178

304

Effect of goodwill impairment losses

498

-

Different tax rates on overseas earnings

(45)

14

Prior year adjustments (other than changes in provisions)

(81)

(16)

Current year charge for deferred tax not recognised

306

-

Tax losses not utilised

155

-

Impact on deferred tax of changes in tax rates

(7)

(20)

Total taxation - Note 6(a)

782

932

 

Since the Group is reporting a loss before taxation with a charge to taxation, there is no weighted average applicable tax rate (2014: 33.0%).

Changes to the UK Corporation tax rates were enacted as part of the Finance Act 2013 on 2 July 2013. These include reductions to the main rate to reduce the rate to 21% from 1 April 2014 and to 20% from 1 April 2015. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

The income tax credited/(charged) to equity during the year was as follows:

 

 

2015

£'000

2014

£'000

Deferred taxation:

Fair value reserves in equity:

Tax on actuarial (loss)/gain on retirement benefit scheme

190

(271)

 

7. Dividends

 

 

2015

£'000

 

2014

£'000

Interim dividend paid of nil p per share in respect of the year ended 31 March 2015 (2014: interim dividend paid of 0.50 p per share in respect of the year ended 31 March 2014)

-

 

342

Final dividend paid of 0.80 p per share in respect of the year ended 31 March 2014 (2014: final dividend paid of 0.70 p per share in respect of the year ended 31 March 2013)

549

 

474

 

549

 

816

Dividend per share in respect of the financial year:

Interim dividend per share paid during the year

-

 

0.5p

Final dividend per share declared for the year

-

 

0.8p

 

The Board has not declared a final dividend in respect of the year ended 31 March 2015 (2014: 0.8p per share) amounting to nil p for the year (2014: 1.3p for the year).

 

 

8. Earnings per share

 

(a) Number of shares

2015

 

2014

 

Number

 

Number

Weighted average shares in issue

68,677,326

 

67,977,092

Effect of dilution

512,201

 

1,403,215

Weighted average shares (diluted)

69,189,527

 

69,380,307

 

 

 

 

(b) Earnings used in the calculation of earnings per share

2015

 

2014

 

£'000

 

£'000

 

 

 

 

(Loss)/profit attributable to equity shareholders

(1,841)

 

1,894

Add back/(deduct):

 

 

 

Non-core PFI/PPP profit

-

 

(1,211)

Exceptional administrative expenses

1,658

 

1,523

Amortisation of acquired intangibles

403

 

457

Performance Share Plan credit/(charge)

(307)

 

609

Goodwill impairment losses

2,372

 

-

Change in fair value of derivative financial instrument

-

 

(970)

Tax on adjusted items

(348)

 

(32)

Adjusted earnings

1,937

 

2,270

 

 

(c) Earnings per share

2015

 

2014

 

Pence

 

Pence

Basic (loss)/earnings per share

(2.7)

 

2.8

Add back:

 

 

 

Non-core PFI/PPP profit

-

 

(1.8)

Exceptional administrative expenses

2.4

 

2.2

Amortisation of acquired intangibles

0.6

 

0.7

Performance Share Plan credit/(charge)

(0.4)

 

0.9

Goodwill impairment losses

3.4

 

-

Change in fair value of derivative financial instrument

-

 

(1.5)

Tax on adjusted items

(0.5)

 

-

Adjusted basic earnings per share

2.8

 

3.3

 

 

2015

 

2014

 

Pence

 

Pence

Diluted earnings per share

(2.7)

 

2.7

Add back/(deduct):

 

 

 

Non-core PFI/PPP profit

-

 

(1.7)

Exceptional administrative expenses

2.4

 

2.2

Amortisation of acquired intangibles

0.6

 

0.7

Performance Share Plan credit/(charge)

(0.4)

 

0.9

Goodwill impairment losses

3.4

 

-

Change in fair value of derivative financial instrument

-

 

(1.5)

Tax on adjusted items

(0.5)

 

-

Adjusted diluted earnings per share

2.8

 

3.3

 

Performance Share Plan (PSP) earnings per share

 

The calculation of PSP earnings per share, being one of the performance criteria of the PSP, is set out below in accordance with the PSP rules. The PSP rules do not require the calculation of diluted earnings per share.

 

 

 

8. Earnings per share continued

 

 

(a) Number of shares

2015

 

2014

 

Number

 

Number

Weighted average shares in issue

68,677,326

 

67,977,092

 

 

 

 

(b) Earnings used in the calculation of earnings per share

2015

 

2014

 

£'000

 

£'000

 

 

 

 

(Loss)/profit attributable to equity shareholders

(1,841)

 

1,894

Add back/(deduct):

 

 

 

Exceptional administrative expenses

1,658

 

1,523

Performance Share Plan credit/(charge)

(307)

 

609

Goodwill impairment losses

2,372

 

-

Tax on adjusted items

(348)

 

(630)

Adjusted earnings for PSP purposes

1,534

 

3,396

 

 

 

 

 

(c) Earnings per share

2015

 

2014

 

Pence

 

Pence

 

 

 

 

Basic (loss)/earnings per share

(2.7)

 

2.8

Add back:

 

 

 

Exceptional administrative expenses

2.4

 

2.2

Performance Share Plan credit/(charge)

(0.4)

 

0.9

Goodwill impairment losses

3.4

 

 

Tax on adjusted items

(0.5)

 

(0.9)

Adjusted basic earnings per share for PSP purposes

2.2

 

5.0

 

Basic

Basic earnings per share is calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares. The weighted number of shares also excludes shares held by employee trusts.

 

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company's dilutive potential ordinary shares are share options. A calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

 

 

 

9. Goodwill

 

 

Group

Goodwill

£'000

Cost

 

At 1 April 2013

16,643

Exchange differences

(875)

Reclassification as other intangible assets

(424)

Other adjustments

179

At 31 March 2014

15,523

Exchange differences

(277)

At 31 March 2015

15,246

 

Accumulated impairment

 

At 1 April 2013 and 1 April 2014

295

Charge for the year

2,372

At 31 March 2015

2,667

 

Net book amount

 

At 31 March 2015

12,579

At 31 March 2014

15,228

At 31 March 2013

16,348

 

There were no acquisitions during the years to 31 March 2015 or 2014.

The Group's goodwill arose predominantly on the acquisitions of Cyril Sweett Limited, Nisbet LLP, BurnsBridge Holdings Pty Limited and Widnell Limited and the Company's goodwill arose on the acquisitions of Cyril Sweett Limited

Goodwill is allocated to the Group's cash-generating units ("CGUs"), which are generally the smallest operating level at which the Directors believe that they can prepare appropriate cash flow forecasts, these are UK, Ireland, MENA, India, China and Hong Kong combined, Singapore and Australia. The recoverable amount, which approximates to the Net Book Value, of all CGUs was determined based on value in use calculations. The calculations used were based on short-term financial projections approved by management. The short-term projections indicated that the value in use of each CGU exceeded the goodwill carrying values, with the exception of Australia where the value in use was £1.9m in excess carrying value and MENA where the value in use did not support the £0.5m goodwill. As a consequence, the goodwill has been impaired by these values.

The financial projections used in these calculations were based on the following key data and assumptions with the exception of Australia:

1. Budgeted revenue and profit after taxation for 2016, as agreed by the Board, is used for the basis of determining projected net profit margins and hence anticipated future cash flows. The Group budget is based on a combination of past performance, the order book and an assessment of future market conditions.

2. Net profit margins were projected forward for each CGU having regard to their relative markets and risk profiles. A growth factor of 2.5% was applied for each CGU. These cash flows were projected forward for a total of five years plus a discounted terminal value at five years, with 0% growth rate.

3. Maintaining gross profit margins and net profit margins at 2016 budgeted levels.

4. Applying the pre-tax discount rate of 12% (the Group's pre-tax weighted average cost of capital (WACC)). The WACC is calculated using the capital asset pricing model according to market data and the level of debt to equity in existence.

5. Sensitivity analysis on the pre-tax discount rate and growth rates was performed to identify the level of headroom in the calculation for each CGU. A range of changes to assumptions was tested including: an increase of two percentage-points being applied to the pre-tax discount rate; reducing growth rates by one percentage-point; and assuming zero growth. Previous operating performance was also considered in the context of determining the forecast profits used in the calculations.

In Australia, due to historical budget shortfalls, an assumption has been made to reduce the budget revenue in the impairment calculation by 12.5%. With these exceptions the assumptions outlined above have been applied.

With the exception of Australia, where an impairment of £1.9m has been made, and MENA where an impairment of £0.5m has been made, the impairment tests showed a high degree of tolerance to increases in the pre-tax discount rates being used. If these discount rates had been increased by 2% or the growth rate reduced to zero, there would still have been no impairment in any of the CGUs. In addition, a decrease of at least 71% in profit before tax in any of the individual CGUs would be necessary for any further goodwill impairment to become a consideration.

9. Goodwill continued

The adjustment to goodwill in the year to 31 March 2014 represents an adjustment in respect of deferred consideration relating to the acquisition of Padgham & Partners Pty Limited on 4 March 2010. On 28 February 2014 the Company issued 314,387 ordinary shares of 10p each at a premium of 16.15p per share, in part satisfaction of the acquisition of Padgham & Partners Pty Limited and its subsidiary company, Padgham Cost Management Private Limited. These shares were issued on behalf of the Company's wholly owned subsidiary Sweett Group (Australia) Pty Limited which acquired Padgham & Partners Pty Limited. In addition, Sweett Group (Australia) Pty Limited paid cash of £144,000 against which there were accrued liabilities of £47,000.

The carrying value of goodwill by segment is as follows:

 

 

 

Reclassification

At 31

 

At 1 April

Exchange

 

Other

as other

March

 

2014

differences

Impairment

adjustments

intangibles

2015

Group 2015

£'000

£'000

£'000

£'000

£'000

£'000

Europe

7,315

-

-

-

-

7,315

Middle East and Africa

485

(13)

(472)

-

-

-

India

72

(5)

-

-

-

67

Asia Pacific

7,356

(259)

(1,900)

-

-

5,197

Total

15,228

(277)

(2,372)

-

-

12,579

 

 

 

Group 2014

At 1 April

2013

£'000

Exchange differences

£'000

Impairment

£'000

Other adjustments

£'000

Reclassification

as other

intangibles

£'000

At 31March

2014

£'000

Europe

7,315

-

-

-

-

7,315

Middle East and Africa

534

(49)

-

-

-

485

India

83

(11)

-

-

-

72

Asia Pacific

8,416

(815)

-

179

(424)

7,356

Total

16,348

(875)

-

179

(424)

15,228

 

 

10. Other current assets (restated)

 

 

2015

£'000

Group

2014

£'000

Group

Tender deposits

1,146

1,545

 

Tender deposits consist of amounts from contractors tendering for construction contracts, collected on behalf of developer clients which are normally returned to the contractor within 6 months.

In the 2014 and 2013 balance sheets the above assets were classified as cash and cash equivalents and these have been reclassified as other current assets based on these assets not being readily available for use.

In the unaudited interim results for the 6 months ended 30 September 2014, the above assets were set against the respective other payables balance.

 

 

11. Cash and cash equivalents (restated)

 

 

 

2015

£'000

Group

2014

£'000

Group

Cash at bank and in hand

3,082

4,664

 

See Notes 10 and 17 for details of the restatement.

Cash and cash equivalents include the following for the purpose of the Statement of Cash Flows:

 

 

2015

£'000

Group

2014

£'000

Group

Cash at bank and in hand

3,082

4,664

Bank overdrafts

(5,254)

(3,677)

Cash, cash equivalents and bank overdrafts at the end of the year

(2,172)

987

 

As a result of the Group's cash cycles and low market interest rates, the effective interest rate on cash balances was minimal (2014: minimal).

 

12. Trade and other payables (restated)

 

Current

2015

£'000

Group

2014

£'000

Group

Amounts due to customers on long-term contracts

646

847

Trade payables

3,814

2,547

Amounts due to Group undertakings

-

-

Taxes and social security costs

2,876

3,015

Other payables - Note 13

4,683

5,303

Accruals and deferred income

3,553

4,502

 

15,572

16,214

 

Amounts due to Group undertakings are unsecured, interest free and repayable on demand.

Certain categories of 'Other payables' and 'Accruals and deferred income' have been reclassified as 'Provisions'. Additionally, as explained at Note 17, client monies of £0.3m have been reclassified from 'Other payables'.

13. Other payables (restated)

 

 

 

Other payables

2015

£'000

Group

2014

£'000

Group

Profit sharing

691

1,026

Performance Share Plan

193

609

Customer deposits

1,146

1,545

Other payables

2,653

2,123

 

4,683

5,303

 

The carrying amount of trade and other payables approximates to their fair value.

See Note 12 for details of the restatement. 

 

14. Provisions (restated)

 

Group

Employee

Long

Service

Payments

£'000

Restructuring

 costs

£'000

Property dilapidations

£'000

Total

£'000

At 1 April 2013

419

291

32

742

Exchange differences

(61)

-

-

(61)

(Credited)/charged to the income statement

(16)

698

30

712

Payments

(39)

(561)

-

(600)

At 31 March 2014

303

428

62

793

Exchange differences

(5)

-

-

(5)

Charged to the income statement

69

87

87

243

Payments

(49)

(464)

-

(513)

At 31 March 2015

318

51

149

518

 

The provision for long service payment is based on the best estimate of the probable future payments which have been earned by the Group's employees from their service to the Group. No discounting has been carried out as, in the opinion of the directors, the effect is unlikely to be material given current low interest rates.

 

The carrying amount of provisions approximates to their fair value.

 

Previously 'Provisions' were included within 'Trade and other payables'.

 

15. Cash flows from operations

 

 

2015

Group

£'000

2014

Group

£'000

(Loss)/profit before taxation

(1,059)

2,826

Adjustment for:

 

 

Performance Share Plan

(307)

609

Exceptional costs

1,658

1,523

Finance income

(64)

(1,007)

Finance cost

509

491

Share of profit in joint venture

(128)

-

Depreciation of property, plant and equipment

943

858

Loss on disposal of property, plant and equipment

24

-

Amortisation of intangible assets

844

859

Goodwill impairment losses

2,372

-

Defined benefit pension scheme costs

202

236

Share based payments

36

42

Operating cash flows before movements in working capital

5,030

6,437

(Increase)/decrease in receivables

(2,166)

(678)

Increase in payables

868

451

Payment to fund the defined benefit pension scheme deficit

(276)

(276)

Cash inflow from operations

3,456

5,934

    

 

 

 

 

16. Reconciliation of movement in net debt

 

 

2015

Group

£'000

2014

Group

£'000

Net (decrease)/ increase in cash, cash equivalents and bank overdraft

(3,171)

2,083

New bank loans raised

-

(8,083)

Repayment of bank loans

2,012

6,375

Foreign exchange revaluation of bank loans

(211)

-

New finance leases

(175)

-

Redemption of finance leases

32

7

Exchange gains/(losses) on cash, cash equivalents and bank overdrafts

12

(313)

Change in net debt

(1,501)

69

Net debt at the beginning of the year

(8,191)

(8,260)

Net debt at the end of the year

(9,692)

(8,191)

 

17. Contingent liabilities

The Group and the Company have contingent liabilities in respect of bonds and guarantees issued to third parties in the normal course of business. At 31 March 2015 the contingent liability amounted to £1.4m (2014: £0.6m).

The Company has guaranteed the overdraft facility of Sweett (UK) Limited amounting to £4.8m (2014: £4.9m).

The Group is holding customer deposits of £0.3m (2014: £0.4m) representing funds held on behalf of a client for settlement of consultant charges. In the 2014 and 2013 balance sheets these amounts were classified as cash and cash equivalents and have been restated to reflect the fact that the Company has neither control of these assets nor any economic benefit that may arise.

There exists a threatened High Court action by a former employee for breach of contract. The Directors are of the view that there is little evidence to support the merit of this possible litigation, in respect of which no provision has therefore been made in these financial statements.

The Directors have provided for all known tax related liabilities which are reasonably estimable. It is in the nature of an international group, operating in numerous jurisdictions, that other contingent liabilities exist, but the Directors do not believe it likely that they will crystallise and accordingly have made no further provisions within the accounts.

With respect to the investigation into allegations contained in the Wall Street Journal in 2013 and the subsequent SFO investigation, at present, the Directors believe that there is not sufficient information to form a view as to the likelihood or quantum of any potential fines or other financial consequences. Accordingly no provision has been included within these financial statements.

18. Post balance sheet events

There have been no significant post balance sheet events.

 

ENDS

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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