1st Dec 2010 07:00
1 December 2010
Cyril Sweett Group plc
("Cyril Sweett" or "the Group")
Interim results for the six months ended 30 September 2010
Cyril Sweett is a leading international construction and property consultancy offering expertise in cost management, project management and a comprehensive range of specialist services such as management consultancy. Cyril Sweett was founded in 1928 and employs over 1,200 people in 44 offices across Europe, the Middle East, North Africa, India, Sri Lanka, Asia Pacific and Australia.
The Group is pleased to announce its unaudited interim results for the six months ended 30 September 2010.
Highlights
·; Revenue £35.0m (2009: £32.7m);
·; Operating profit £1.5m (2009: £1.5m);
·; Profit before tax £1.3m (2009: £1.3m);
·; Basic earnings per share 1.6p (2009: 1.7p);
·; Acquisition of Asia Pacific-focused Widnell Limited in July 2010;
·; Increased international revenues offset reductions in UK and Ireland;
·; Widnell Limited and further PFI/PPP investment increase net debt to £5.0m (2009: £0.4m)
·; Interim dividend of 0.5p per share (2009: 0.8p);
·; Contracted order book stands at £78m (2009: £64m); and
·; 57% of order book from outside UK & Ireland (2009: 33%).
Chief Executive Officer Dean Webster said:
"The Group has had a successful first half to the year. We have moved to a position of strength in our international markets, significantly improving our order book. We have invested substantially in our PFI/PPP portfolio and continue to capture work across 11 different market sectors. Cyril Sweett continues to be strong, competitive and well positioned to take advantage of opportunities as they occur."
Enquiries
Cyril Sweett Group plc Dean Webster, Chief Executive Officer Chris Goscomb, Chief Financial Officer Theo Kjellberg, Group Communications Manager
| 020 7061-9000
|
Brewin Dolphin Matt Davis Sean Wyndham-Quin | 0845 213-4747 |
Financial Dynamics Billy Clegg Oliver Winters/Latika Shah | 020 7831-3113
|
CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENT
Review of Operations
The Group has delivered a robust financial performance in the first half of the financial year despite the challenging market backdrop.
Although the UK market remains under pressure, the business is capitalising on its 80 year history of trading in both good and recessive markets. The Group's substantial experience is being successfully exploited in international markets.
We continue to:
·; Consolidate our position in markets where we already lead, including the winning of further framework agreements;
·; Expand in Asia, the Middle East/North Africa and Australasia and to evaluate our North American options;
·; Diversify into sectors that present growth opportunities, including energy and transportation;
·; Develop our service mix and leverage the Group's leading competence in the provision of sustainability advice;
·; Grow our PPP Investment business across a wider sector base; and
·; Drive synergies across the Group by adopting a prudent approach to operational costs, continuing to integrate business systems and driving cross-selling opportunities.
We will deliver against these objectives through organic growth and through carefully selected acquisitions in order to accelerate our advance in new markets or locations.
We are pleased to report further progress on these targets.
In the UK, we continue to strengthen our position in existing markets and move into new growth areas. As a result of the Group's diversification across a range of sectors, we have successfully managed our exposure to public expenditure cuts to date and are encouraged by the Government's future support of new growth sectors, such as energy and transport.
We remain focused on our strategy of expanding the international business through both organic growth and acquisitions. Our strategy of internationalisation targets new fast growing territories, such as China, where we have a strong foothold following the Group's acquisition of Widnell Limited in July 2010. Now rebranded Widnell Sweett, this is the third largest quantity surveying business in the Asia Pacific region. Integration with the Group is progressing well. International business now represents 57% of our order book, up from 33% at the same time last year.
The segmental analysis at note 2 highlights the changes in both the UK and Ireland and International in terms of income and profitability, with the latter moving from loss into profit.
Our order book has increased from £64m to £78m, including £30m in Widnell Sweett, and we have a lowly-geared balance sheet. The Group has secured some important framework agreements which, in keeping with our long term treatment, are not included in the order book. The Group will continue its prudent approach to operational costs in order to protect margins and profitability. Cash collections remain an important area of focus for the Group.
Our PPP Investment business continues to go from strength to strength and we recently announced the appointment of its consortium, Alba Community Partnerships, as preferred bidder on the hub North Territory project ("hub North") in Scotland.
UK and Ireland operations
Public sector
Proportion of Group revenue | ||
H1 2011 | H1 2010 | |
Education | 11.3% | 13.9% |
Health | 13.7% | 14.7% |
Transport and infrastructure | 7.0% | 7.6% |
Prisons | 3.0% | 3.2% |
Housing | 2.9% | 3.4% |
Other | 8.4% | 3.1% |
Total | 46.3% | 45.9% |
The first half of the year saw the new Coalition Government in the UK declare an austere approach to public sector spending. The cost base of the business has been actively managed in anticipation of these results. Despite recent announcements as part of the UK Comprehensive Spending Review setting a reduced level of government spend, we anticipate that our markets will return to pre-2008 spending levels.
In the period, the Group has been successful in capturing new wins in the transportation sector, including work for Transport for London, Thales Rail and Farnborough Airport. Developing a greater presence in the transportation sector is consistent with the Group's ambition to further penetrate the UK infrastructure market.
The health sector remains a significant area of expertise for the Group and the sector continues to present opportunities for the business. We continue to win work through a number of routes: traditional framework contracts, Procure 21, P21+ and LIFT, including specific technical advice for major contractors. Typical schemes include North Middlesex Hospital, Nottingham University Hospitals and Alder Hey Children's Hospital, Liverpool.
The Group is well placed to take advantage of opportunities in the social infrastructure sector. In the UK education sector, the Group has diversified away from the Building Schools for the Future ("BSF") programme and into University projects. Despite reductions to the education sector capital budget, it is anticipated that capital spend will return to more traditional levels. The Group is well placed to take advantage of this market.
In the period the Group was selected as a framework consultant for refurbishment work at the Houses of Parliament, testament to the Group's ability to capture work of a refurbishment nature which we see as a strategic priority for government departments under austere conditions.
Private sector
Proportion of Group revenue | ||
H1 2011 | H1 2010 | |
Retail | 8.2% | 9.4% |
Commercial | 6.1% | 17.3% |
Hotels and leisure | 2.2% | 4.4% |
Total | 16.5% | 31.1% |
The Group continues to be a market leader in the provision of services to the UK retail sector including prestige schemes such as Land Securities' £350m Trinity Leeds retail project. Also in the retail sector, Tesco remains a key client for the business, where we continue to provide professional services for the Tesco estate.
In the commercial market, the business has benefitted from the banking sector's strategic review of its office portfolio resulting in commissions to improve and / or consolidate the banking estate. The Group is further developing its capability in health and safety and Construction Design and Management services and is attracting more work from clients including those in the banking sector. Banking sector clients include Barclays Capital and UBS. Our experience of the UK banking sector is proving a valuable asset in exploiting commercial opportunities overseas.
In the hotels & leisure sector, the Group is delivering work for Hilton across Europe under a framework agreement, has been appointed to advise on the Hyatt Hotel at Heathrow, and is supporting Merlin Entertainments in its development work at Blackpool Tower.
Investment activity
The Group's Investment business continues to gain increasing exposure with revenues for consultancy activities accounting for 0.9% of Group revenues. We are delighted to be part of the consortium Alba Community Partnerships, which was announced as preferred bidder on hub North in Scotland. The hub initiative is led by the Scottish Futures Trust on behalf of the Scottish Government and reflects a national approach to the delivery of new community infrastructure across Scotland. hub North expects to deliver projects with an estimated value of £435 million over the next 10 years and construction is expected to start on the first projects in 2011. Through the consortium, we will work with 18 public sector organisations, delivering community facilities and services that provide a real benefit to the communities of northern Scotland.
As well as the consulting income stream attaching to this part of our business, there are generally fees arising at financial close, interest receivable on subordinated debt subscriptions, typically with a coupon of 11% to 12% per annum, dividend income from the equity subscription and a potential future uplift in the value of capital deployed. At the balance sheet date, the Group's equity and subordinated debt subscribed totalled £2.3m and had a carrying value of £3.7m. The projects and the Group's equity participation percentage comprise Plymouth LIFT (19%), South Ayrshire Schools (5%), Dumfries & Galloway Schools (15%), Inverclyde Schools (19%) and Express LIFT Cumbria (20%). The subordinated debt requirement on Inverclyde Schools is £1.4m and will be subscribed in the next financial year. The subordinated debt for Express LIFT Cumbria, and for hub North in Scotland, which is scheduled to reach financial close in the next two months, will be subscribed in line with project programmes.
We will continue to develop our Investment business and are working on a pipeline of new projects at the competition stage.
International operations
The first half of the year saw the Group strategically enter the Asian market, most notably China, with the acquisition of Widnell Limited in July 2010 for HK$63.5m (approximately £5.2m). The acquisition in March 2010 of Padgham & Partners Pty Limited also provided the Group with a Quantity Surveying operation in Australia and a five-office presence in India. The Group now benefits from an extended client list, including Taj hotels, The Mingly Corporation and Fortune 500 businesses such as IBM, whilst also benefitting from a deeper pool of project experiences to call upon, such as with the Hong Kong MTR Corporation.
International activity levels
Proportion of Group revenue | ||
H1 2011 | H1 2010 | |
Australia | 9.5% | 3.5% |
Asia | 10.0% | 2.5% |
Europe | 0.9% | 1.3% |
Middle East, Africa and India (MEAI) | 15.9% | 14.0% |
Total | 36.3% | 21.3% |
Proportion of Group revenue | ||
H1 2011 | H1 2010 | |
Retail | 4.0% | 2.5% |
Commercial | 10.5% | 5.7% |
Hotels and leisure | 4.5% | 6.4% |
Education | 0.5% | 0.3% |
Health | 9.0% | 2.8% |
Transport and infrastructure | 1.9% | 1.5% |
Housing | 4.8% | 0.6% |
Other public sector | 1.1% | 1.5% |
Total | 36.3% | 21.3% |
In Australia, we have seen a creditable order book build. The acquisition of Padgham & Partners Pty Limited in March 2010 is proving an excellent addition to the Group's capability and a stronger foundation from which to grow. The Group continues to win work in the health market, including projects at the St George Hospital, Sutherland Hospital and Royal North Shore Hospital in Sydney and the Northern Hospital, Victoria.
In Asia, the Group is now well positioned to take advantage of fast growing markets with a network of 16 offices throughout the continent. The business is winning work in China, India, Singapore and Thailand, servicing some of this demand via its Sri Lankan business unit at world-class competitive levels.
With an expanding international presence come more opportunities for the Group's non-UK clients to invest in UK opportunities, with our assistance. The period has seen the Group work with the Khalifa Bin Zayed Foundation in developing the Oxford Centre for Islamic Studies, a flagship project between Europe and the Middle East regions. In the Middle East and North Africa region, the Group is delivering professional services to the transportation sector in Dubai and Oman, in the hospital sector in Abu Dhabi and Morocco, and is project managing work at Saudi Arabia's tallest tower under construction, the CMA Tower. The business is rapidly developing a world-class capability in the delivery of professional services to the world's tall tower market, including projects in the Middle East, China and Australia.
Results
Revenue for the period was £35.0m (H1 2010: £32.7m). Operating profit was £1.5m (H1 2010: £1.5m) and operating profit margin was 4.2% (H1 2010: 4.5%). Profit before tax was £1.3m (H1 2010: £1.3m) and basic earnings per share were 1.6p (H1 2010: 1.7p). At the period end the Group had net borrowings of £5.0m (H1 2010: £0.4m), the increase being due principally to the acquisition of Widnell Limited and investment in Dumfries & Galloway Schools PPP. The Group has recently negotiated enhanced committed banking facilities, including a line for acquisition finance.
Dividend
The Board has declared an interim dividend of 0.5 pence per share (H1 2010: 0.8 pence per share) payable on 10 January 2011 to shareholders on the register at 10 December 2010. This adjustment is reflective of the Board's wish to invest in the business in the longer-term interests of the shareholders whilst re-balancing the shorter-term dividend return.
Principal risks and uncertainties
The Group operates a structured risk management and internal audit process which seeks to identify, evaluate and prioritise risk, review mitigation activities, and audit compliance with the Group's procedures. The principal risks and uncertainties facing the Group relate to reputation, changes in government policy and spending, retention of key employees, health, safety and the environment, foreign currency, professional negligence, business continuity, closed defined benefit pension scheme and contract pricing. The assessment of these risks and uncertainties has not altered since 31 March 2010 and they are described in more detail in the Annual Report for the year ended 31 March 2010. The impact of more recent risks such as might arise following the UK Government's Comprehensive Spending Review is being assimilated.
Management and staff
The success of the Group is down to its people, who continue to rise to the challenge of the market and make exceptional contributions. The Board wishes to express its deep appreciation of the management and staff for their tremendous work and sustained effort.
In terms of changes to the composition of the Board, Jeffrey Hewitt was appointed as a Non-Executive Director in August 2010. Jeff's background and business expertise will be invaluable as the Group continues to develop its business strategy and grow its brand internationally. It is intended that Jeff will succeed Michael Henderson as chairman of the Audit Committee in January 2011. Furthermore, Michael Henderson was appointed Non-Executive Chairman in September 2010. Mike has been a Non-Executive Director at Cyril Sweett since 1998 and has an in-depth understanding of both the business and its market challenges. In addition, Nick Woollacott, Non-Executive Director since 2007, assumed the role of Senior Independent Director with effect from November 2010.
Outlook
The Group has made a significant entry into Asian markets and has further capitalised on its presence in the Middle East, North Africa, India and Australia. International outlook for the business has never been stronger.
Public sector spend in the UK is forecast to return to pre Global Financial Crisis levels in 2011. We expect greater detail on UK public sector spending plans through the second half of the year. There are early signs that key clients in the commercial sector are promoting a limited but foreseeable development programme. Trading since the end of September continues to be in line with management expectations.
We are a broadly-based business with increasing international presence and a strong team capable of leveraging opportunities wherever they occur.
The financial information contained in this announcement has not been audited. Certain statements made in this announcement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in forward-looking statements.
Cyril Sweett Group plc
Consolidated Income Statement (unaudited)
for the six months ended 30 September 2010
| Notes | 6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | ||
£'000 | £'000 | £'000 | ||||
Revenue | 2 | 34,959 | 32,713 | 65,618 | ||
Cost of sales | (23,941) | (22,108) | (44,650) | |||
Gross profit | 11,018 | 10,605 | 20,968 | |||
Administrative expenses before the following: | (9,396) | (8,629) | (17,818) | |||
Exceptional administrative expenses | 2 | - | (391) | (668) | ||
Amortisation of acquired intangibles | (160) | (103) | (213) | |||
Total administrative expenses | (9,556) | (9,123) | (18,699) | |||
Operating profit before the following: | 1,622 | 1,976 | 3,150 | |||
Exceptional administrative expenses | 2 | - | (391) | (668) | ||
Amortisation of acquired intangibles | (160) | (103) | (213) | |||
Operating profit | 1,462 | 1,482 | 2,269 | |||
Finance income | 62 | 12 | 93 | |||
Finance cost | (177) | (189) | (241) | |||
Net finance expense | (115) | (177) | (148) | |||
Profit before taxation | 1,347 | 1,305 | 2,121 | |||
Income tax expense | 3 | (353) | (352) | (668) | ||
Profit for the period from continuing operations attributable to owners of the parent | 994 | 953 | 1,453 |
Earnings per share: | ||||||
Basic earnings per share (pence) | 5 | 1.6 | 1.7 | 2.5 | ||
Diluted earnings per share (pence) | 5 | 1.6 | 1.7 | 2.5 |
Cyril Sweett Group plc
Consolidated Statement of Comprehensive Income (unaudited)
for the six months ended 30 September 2010
6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | ||||
£'000 | £'000 | £'000 | ||||
Profit for the year | 994 | 953 | 1,453 | |||
Other comprehensive (expense) / income: | ||||||
Exchange differences on translation of foreign operations | (431) | (238) | (141) | |||
Valuation gain on available for sale financial assets | 784 | - | 253 | |||
Actuarial loss on pension scheme | (269) | (1,223) | (1,593) | |||
Deferred tax on items taken directly to equity | (205) | 342 | 161 | |||
Other comprehensive expense for the period, net of tax | (121) | (1,119) | (1,320) | |||
Total comprehensive profit / (loss) for the period attributable to owners of the parent | 873 | (166) | 133 |
Cyril Sweett Group plc
Consolidated balance sheet (unaudited)
Notes | 30 September 2010 (unaudited) | 30 September 2009 (unaudited) | 31 March 2010 (audited) | ||||
£'000 | £'000 | £'000 | |||||
Non-current assets | |||||||
Goodwill | 8 | 16,161 | 11,113 | 12,124 | |||
Other intangible assets | 9 | 3,496 | 1,845 | 2,087 | |||
Property, plant and equipment | 1,785 | 1,568 | 1,741 | ||||
Financial assets | 10 | 3,686 | 962 | 1,311 | |||
Deferred income tax asset | 1,495 | 1,173 | 1,475 | ||||
Total non-current assets | 26,623 |
16,661 | 18,738 | ||||
Current assets | |||||||
Trade and other receivables | 28,135 | 24,389 | 24,000 | ||||
Cash and cash equivalents | 1,671 | 3,451 | 3,924 | ||||
29,806 | 27,840 | 27,924 | |||||
Total assets | 56,429 | 44,501 | 46,662 | ||||
Current liabilities | |||||||
Financial liabilities | (1,507) | (202) | (749) | ||||
Trade and other payables | (15,016) | (11,099) | (10,629) | ||||
Current income tax liabilities | (450) | - | (306) | ||||
Total current liabilities | (16,973) | (11,301) | (11,684) | ||||
Non-current liabilities | |||||||
Financial liabilities | (5,135) | (3,609) | (3,719) | ||||
Trade and other payables | (1,474) | - | (278) | ||||
Deferred income tax liability | (369) | (77) | (149) | ||||
Provisions for other liabilities and charges | (175) | - | (480) | ||||
Retirement benefit obligations | (2,612) | (2,349) | (2,556) | ||||
Total non-current liabilities | (9,765) | (6,035) | (7,182) | ||||
Total liabilities | (26,738) | (17,336) | (18,866) | ||||
Net assets | 29,691 | 27,165 | 27,796 | ||||
Equity | |||||||
Share capital | 11 | 6,455 | 5,759 | 5,860 | |||
Share premium | 11 | 13,049 | 11,955 | 12,142 | |||
Treasury shares | 12 | (12) | (349) | (11) | |||
Share option reserve | 444 | 312 | 369 | ||||
Retained earnings | 8,566 | 8,711 | 8,380 | ||||
Other reserves | 1,189 | 777 | 1,056 | ||||
Total equity shareholders' funds | 29,691 | 27,165 | 27,796 |
Cyril Sweett Group plc
Consolidated Statement of Changes in Equity (unaudited)
|
Share capital £'000 |
Share premium £'000 |
Treasury shares £'000 |
Share option reserves £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total Equity £'000 |
At 1 April 2009 | 5,759 | 11,955 | (118) | 249 | 1,015 | 9,482 | 28,342 |
Comprehensive income: | |||||||
Profit for the period | - | - | - | - | - | 953 | 953 |
Other comprehensive income / (expense): | |||||||
Exchange differences on translation of foreign operations | - | - | - | - | (238) | - | (238) |
Actuarial loss on pension scheme | - | - | - | - | - | (1,223) | (1,223) |
Deferred tax on items taken directly to equity | - | - | - | - | - | 342 | 342 |
Total other comprehensive income / (expense) | - | - | - | - | (238) | (881) | (1,119) |
Total comprehensive income / (expense) | (238) | 72 | (166) | ||||
Transactions with owners: | |||||||
Dividends | - | - | - | - | - | (830) | (830) |
Employee share option scheme - value of services provided | - | - | - | 63 | - | - | 63 |
Revaluation of treasury shares acquired for acquisition consideration | - | - | - | - | - | (13) | (13) |
Acquisition of shares during the period | - | - | (231) | - | - | - | (231) |
Transactions with owners | - | - | (231) | 63 | - | (843) | (1,011) |
At 30 September 2009 | 5,759 | 11,955 | (349) | 312 | 777 | 8,711 | 27,165 |
Comprehensive income: | |||||||
Profit for the period | - | - | - | - | - | 500 | 500 |
Other comprehensive income / (expense): | |||||||
Exchange differences on translation of foreign operations | - | - | - | - | 97 | - | 97 |
Valuation gain on available for sale financial assets | - | - | - | - | 253 | - | 253 |
Actuarial loss on pension scheme | - | - | - | - | - | (370) | (370) |
Deferred tax on items taken directly to equity | - | - | - | - | (71) | (110) | (181) |
Total other comprehensive income / (expense) | - | - | - | - | 279 | (480) | (201) |
Total comprehensive income | - | - | - | - | 279 | 20 | 299 |
Transactions with owners: | |||||||
Dividends | - | - | - | - | - | (455) | (455) |
Employee share option scheme - value of services provided | - | - | - | 57 | - | - | 57 |
Revaluation of treasury shares acquired for acquisition consideration | - | - | - | - | - | 104 | 104 |
Disposal of shares during the period | - | - | 338 | - | - | - | 338 |
New shares issued during the period | 101 | 187 | - | - | - | - | 288 |
Transactions with owners | 101 | 187 | 338 | 57 | - | (351) | 332 |
Cyril Sweett Group plc
Consolidated Statement of Changes in Equity (unaudited)
Share capital £'000 | Share premium £'000 | Treasury shares £'000 | Share option reserves £'000 | Other reserves £'000 | Retained earnings £'000 | Total Equity £'000 | |
At 31 March 2010 | 5,860 | 12,142 | (11) | 369 | 1,056 | 8,380 | 27,796 |
Comprehensive income: | |||||||
Profit for the period | - | - | - | - | - | 994 | 994 |
Other comprehensive income / (expense): | |||||||
Exchange differences on translation of foreign operations | - | - | - | - | (431) | - | (431) |
Valuation gain on available for sale financial assets | 784 | - | 784 | ||||
Actuarial loss on pension scheme | - | - | - | - | - | (269) | (269) |
Deferred tax on items taken directly to equity | - | - | - | - | (220) | 15 | (205) |
Total other comprehensive income / (expense) | - | - | - | - | 133 | (254) | (121) |
Total comprehensive income | - | - | - | - | 133 | 740 | 873 |
Transactions with owners: | |||||||
Dividends | - | - | - | - | - | (516) | (516) |
Employee share option scheme - value of services provided | - | - | - | 75 | - | - | 75 |
Purchase of shares by the EBT less cost of shares appropriated under employee share schemes | - | - | - | - | - | (38) | (38) |
Acquisition of shares during the period | - | - | (1) | - | - | - | (1) |
New shares issued during the period | 595 | 907 | - | - | - | - | 1,502 |
Transactions with owners | 595 | 907 | (1) | 75 | - | (554) | 1,022 |
At 30 September 2010 | 6,455 | 13,049 | (12) | 444 | 1,189 | 8,566 | 29,691 |
Cyril Sweett Group plc
Consolidated Statement of Cash Flows (unaudited)
Notes | 6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | ||||
£'000 | £'000 | £'000 | |||||
Cash flows from operating activities | |||||||
Cash flows from operations | 7a | (58) | 2,537 | 5,426 | |||
Interest received | 62 | 12 | 56 | ||||
Interest paid | (122) | (133) | (182) | ||||
Income taxes paid | (380) | (216) | (700) | ||||
Net cash (used in) / generated from operating activities | (498) | 2,200 | 4,600 | ||||
Cash flows from investing activities | |||||||
Proceeds on disposal of property, plant and equipment | - | - | 11 | ||||
Purchase of property, plant and equipment | (182) | (200) | (472) | ||||
Purchase of computer software | (212) | (13) | (330) | ||||
Increase in financial assets | (1,591) | (335) | (394) | ||||
Settlement of deferred consideration | (785) | (681) | (1,174) | ||||
Acquisition of subsidiaries, net of cash acquired | (598) | - | (752) | ||||
Net cash used in investing activities | (3,368) | (1,229) | (3,111) | ||||
Cash flows from financing activities | |||||||
Dividends paid | 4 | (516) | (830) | (1,285) | |||
Repayments of borrowings | (91) | (164) | (270) | ||||
Repayments of obligations under finance leases | (7) | (4) | (7) | ||||
Proceeds on issue of Ordinary shares | 72 | - | - | ||||
Purchase of own shares in satisfaction of acquisition consideration | - | - | (425) | ||||
Purchase of own shares in satisfaction of employee share schemes | (38) | (13) | - | ||||
(Increase) / decrease in treasury shares | (1) | (231) | 107 | ||||
New bank loans raised | 1,474 | - | - | ||||
Net cash generated from / (used in) financing activities | 893 | (1,242) | (1,880) | ||||
Net decrease in cash, cash equivalents and bank overdraft | 7b | (2,973) | (271) | (391) | |||
Cash and cash equivalents at beginning of period | 3,364 | 3,818 | 3,818 | ||||
Exchange losses on cash and cash equivalents | (45) | (96) | (63) | ||||
Cash and cash equivalents at end of period | 346 | 3,451 | 3,364 |
Cyril Sweett Group plc
Notes to the Financial Information
1. Basis of preparation
General information
Cyril Sweett Group plc is a company incorporated and domiciled in the United Kingdom. The address of the registered office is 60 Gray's Inn Road, London, WC1X 8AQ. The principal activities of the Group include the provision of construction cost consultancy, project management and other specialised consultancy services, including building surveying.
This financial information is presented in pounds sterling, the currency of the primary economic environment in which the group operates. The group comprises the company and entities controlled by the company (its subsidiaries).
Basis of preparation
The condensed consolidated financial information presented is for the six month periods to 30 September 2010 and 2009 and the full year to 31 March 2010.
The most recent statutory accounts of the Group, prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, are for the year ended 31 March 2010 which have been delivered to the Registrar of Companies and on which the auditors gave an unqualified opinion.
This condensed interim consolidated financial information has been prepared in accordance with the requirements of the AIM Rules and in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union and is presented on a basis consistent with the accounting policies adopted in the consolidated financial information of Cyril Sweett Group plc for the year ending on 31 March 2010. It does not constitute accounts as defined by section 434 of the Companies Act 2006. This condensed interim consolidated financial information has not been reviewed or audited.
Estimates and judgements
The preparation of accounts in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reported period. These estimates are based on historical experience and various other assumptions that management and directors believe are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Areas comprising critical judgements that may significantly affect the Group's earnings and financial position are revenue recognition, valuation of intangibles including goodwill, restructuring activities, provisions for pensions, income taxes, and share-based payments.
Accounting policies
The accounting policies and methods of calculation adopted are consistent with those of the annual financial statements for the year ended 31 March 2010, as described in those annual financial statements. See the Annual Report and Accounts for the year ended 31 March 2010 for disclosures of new standards, amendments and interpretations which have been adopted, none of which have had a significant effect on the reported results or financial position of the Group for the six months ended 30 September 2010.
2. 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 responsible for allocating resources and assessing performance of the operating segments has been identified as the Board, which implements agreed strategic decisions and runs the day-to-day operations of the Cyril Sweett Group. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on the reports used by the Board. The Board considers Cyril Sweett's business by geography, being UK and Ireland and International. Both categories generate revenues from the provision of quantity surveying, project management and specialist services / management consultancy. The Board assesses performance based on a measure of earnings before interest and tax (EBIT). 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 result for each operating segment that is reviewed by the Board.
6 months | 6 months | ||||||||||
to 30 | to 30 | Year to | |||||||||
September | September | 31 March | |||||||||
2010 | 2009 | 2010 | |||||||||
(unaudited) | (unaudited) | (audited) | |||||||||
UK and Ireland | International | Total | UK and Ireland | International | Total | UK and Ireland | International | Total | |||
£'000 | £'000 | £'000 |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Revenue by geographical regions | |||||||||||
External sales | 22,267 | 12,692 | 34,959 | 25,661 | 7,052 | 32,713 | 50,804 | 14,814 | 65,618 | ||
Gross profit | 6,888 | 4,130 | 11,018 | 8,576 | 2,029 | 10,605 | 16,731 | 4,237 | 20,968 | ||
Administrative expenses before exceptional expenses | (5,546) | (3,089) | (8,635) | (6,087) | (2,277) | (8,364) | (12,522) | (4,138) | (16,660) | ||
Exceptional administrative expenses | - | - | - | (391) | - | (391) | (668) | - | (668) | ||
Amortisation of acquired intangibles | (75) | (85) | (160) | (48) | (55) | (103) | (96) | (117) | (213) | ||
Total administrative expenses | (5,621) | (3,174) | (8,795) | (6,526) | (2,332) | (8,858) | (13,286) | (4,255) | (17,541) | ||
Segment results | 1,267 | 956 | 2,223 | 2,050 | (303) | 1,747 | 3,445 | (18) | 3,427 | ||
Unallocated corporate costs | (761) | (265) | (1,158) | ||||||||
Finance income | 62 | 12 | 93 | ||||||||
Finance costs | (177) | (189) | (241) | ||||||||
Profit before tax | 1,347 | 1,305 | 2,121 | ||||||||
Taxation | (353) | (352) | (668) | ||||||||
Profit for the period | 994 | 953 | 1,453 |
2. Segmental analysis (continued)
| 6 months | 6 months | Year | ||||||||
to 30 | to 30 | ended | |||||||||
September | September | 31 March | |||||||||
2010 | 2009 | 2010 | |||||||||
(unaudited) | (unaudited) | (audited) | |||||||||
UK and Ireland | International | Total | UK and Ireland | International | Total | UK and Ireland | International | Total | |||
£'000 | £'000 | £'000 |
£'000 | £'000 |
£'000 | £'000 | £'000 |
£'000 | |||
Other information | |||||||||||
Capital additions | 427 | 1,406 | 1,833 | 37 | 176 | 213 | 591 | 423 | 1,014 | ||
Depreciation and amortisation | 369 | 235 | 604 | 365 | 217 | 582 | 819 | 303 | 1,122 | ||
Balance sheet | |||||||||||
Assets | |||||||||||
Segmental assets | 36,369 | 20,060 | 56,429 | 33,346 | 11,155 | 44,501 | 31,676 | 14,986 | 46,662 | ||
Liabilities | |||||||||||
Segmental liabilities | 15,200 | 11,538 | 26,738 |
11,637 | 5,699 | 17,336 | 12,580 | 6,286 | 18,866 |
The assets of the segments include intangible assets, property, plant and equipment, assets from finance leases, financial assets, trade receivables and other receivables and cash and cash equivalents. The liabilities comprise trade and other payables and retirement benefit obligations.
3. Income taxes
Income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year. This is expected to be 26% for the full year on continuing operations (30 September 2009 27% and 31 March 2010: 31.5%) representing the increased proportion of the Group's profits earned in lower tax jurisdictions.
4. Dividends
| 6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | |||
£'000 | £'000 | £'000 | ||||
Interim dividend paid | - | - | 455 | |||
Final dividend paid | 516 | 830 | 830 | |||
516 | 830 | 1,285 |
The board has declared an interim dividend in respect of the half year of 0.5p per share (2009: 0.8p), which is not reflected in this financial information. The interim dividend is payable on 10 January 2011 to ordinary shareholders on the register at the close of business on 10 December 2010 and will be recorded in the financial statements for the year ending 31 March 2011. During the period the final dividend of 0.80p per share (2009: 1.50p per share) in respect of the year ended 31 March 2010 was paid. This amounted to £516,268 (2009: £863,735). Dividends in respect of shares held in treasury amounted to £nil (2009 £33,487).
5. Earnings per share
6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | |||
£'000 | £'000 | £'000 | |||
Profit for the financial period attributable to equity shareholders | 994 | 953 | 1,453 | ||
Number | Number | Number | |||
Weighted average number of shares in issue | 61,268,227 | 56,240,116 | 57,628,848 | ||
Basic earnings per share (pence) | 1.6 | 1.7 | 2.5 | ||
Weighted average number of shares in issue | 61,268,227 | 56,240,116 | 57,628,848 | ||
Dilutive effect of share options | 1,227,660 | 1,184,933 | 430,555 | ||
62,495,887 | 57,425,049 | 58,059,403 | |||
Diluted earnings per share (pence) | 1.6 | 1.7 | 2.5 |
6. Business combinations
On 9 July 2010, the Company announced the acquisition by Cyril Sweett International (Holdings) Limited of the entire share capital of Hong Kong-registered Widnell Limited, the third largest quantity surveying business in the Asia Pacific region, employing nearly 400 people in Hong Kong, mainland China and Macau. The maximum consideration, a mixture of cash and shares, is £5.2m, of which 60% was settled at completion on 9 July with the balance due with regard to post-acquisition performance on the first and second anniversaries of completion. Net tangible assets at completion in excess of the minimum HKD15m (approximately £1.3m) in the contract are scheduled for distribution to the vendors by 1 April 2011. This excess is HKD42m and is included in trade and other payables. The vendors also retain entitlement to 40% of the post-acquisition profits for the current year and 20% for next.
The book value of assets and liabilities acquired amounted to £1.25m. A fair value exercise has not yet been undertaken but will be concluded for incorporation in the accounts for the year to 31 March 2011.
The consideration is to be satisfied as follows:
£'000 | |
Shares issued | 1,429 |
Initial cash consideration | 1,773 |
Deferred consideration - cash | 1,224 |
Deferred consideration - shares | 817 |
5,243 | |
Vendors' share of post acquisition profits | 1,250 |
6,493 |
Elements of the deferred consideration are contingent upon the satisfactory outcome of certain financial performance criteria.
7a. Cash flow from operations
6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | ||||
| £'000 | £'000 | £'000 | |||
| ||||||
| Operating profit | 1,462 | 1,482 | 2,269 | ||
| ||||||
| Adjustments for: | |||||
| Depreciation of property, plant and equipment | 351 | 469 | 742 | ||
| Amortisation of intangible assets (including software) | 253 | 113 | 380 | ||
| Loss on disposal of property, plant and equipment | - | - | 50 | ||
| Defined benefit pension scheme - excess of interest cost over expected returns on plan assets | 27 | - | 153 | ||
| Share based payments | 75 | 63 | 120 | ||
| Operating cash flows before movements in working capital | 2,168 | 2,127 | 3,714 | ||
| ||||||
| (Increase) / decrease in receivables | (37) | 3,205 | 3,949 | ||
| Decrease in payables (excluding the effect of payables in respect of acquisitions) | (1,949) | (2,555) | (1,757) | ||
| Payment to fund the defined benefit pension scheme deficit | (240) | (240) | (480) | ||
| Cash (outflow) / inflow from operations | (58) | 2,537 | 5,426 | ||
7b. Reconciliation of net cash flow to
movement in net debt
Group | 6 months to 30 September 2010 (unaudited) | 6 months to 30 September 2009 (unaudited) | Year ended 31 March 2010 (audited) | ||
£'000 | £'000 | £'000 | |||
Net decrease in cash, cash equivalents and bank overdraft | (2,973) | (271) | (391) | ||
New bank loans raised | (1,474) | - | - | ||
Repayment of bank loans | 91 | 164 | 270 | ||
Redemption of finance leases | 7 | 4 | 7 | ||
Foreign exchange revaluation of bank loans | (33) | (271) | (477) | ||
Exchange losses on cash, cash equivalents and bank overdrafts | (45) | (96) | (63) | ||
Change in net debt | (4,427) | (470) | (654) | ||
Net (debt) / funds at the beginning of the period | (544) | 110 | 110 | ||
Net debt at the end of the period | (4,971) | (360) | (544) |
8. Goodwill
Group | Goodwill |
£'000 | |
Cost | |
At 1 April 2009 | 10,867 |
Foreign exchange | 460 |
Adjustment to deferred consideration | 81 |
At 30 September 2009 | 11,408 |
Foreign exchange | 280 |
Additions | 1,000 |
Adjustment to deferred consideration | (269) |
At 31 March 2010 | 12,419 |
Foreign exchange | 73 |
Additions (provisional) | 4,217 |
Reclassification as other intangibles (provisional) (see note 9) | (253) |
At 30 September 2010 | 16,456 |
Impairment | |
At 1 April 2009, 30 September 2009, 1 April 2010 and at 30 September 2010 | (295 ) |
Net book amount | |
At 30 September 2010 | 16,161 |
At 31 March 2010 | 12,124 |
At 30 September 2009 | 11,113 |
9. Other intangible assets
Group | Order book and customer relationships |
Asset under the course of construction | Externally acquired computer software | Total |
£'000 | £'000 | £'000 | £'000 | |
Cost | ||||
At 1 April 2009 | 1,692 | - | 1,157 | 2,849 |
Exchange differences | 88 | - | 8 | 96 |
Additions | - | - | 83 | 83 |
At 30 September 2009 | 1,780 | - | 1,248 | 3,028 |
Exchange differences | 101 | - | 9 | 110 |
Additions | - | 322 | - | 322 |
Disposals | - | - | (169) | (169) |
At 31 March 2010 | 1,881 | 322 | 1,088 | 3,291 |
Exchange differences | 14 | - | 1 | 15 |
Additions | - | 314 | 84 | 398 |
Acquired on business combinations (provisional - see *) | 1,253 | - | - | 1,253 |
At 30 September 2010 | 3,148 | 636 | 1,173 | 4,957 |
Accumulated amortisation and impairment | ||||
At 1 April 2009 | 201 | - | 728 | 929 |
Exchange differences | 20 | - | 4 | 24 |
Charge for the period | 103 | - | 127 | 230 |
At 30 September 2009 | 324 | - | 859 | 1,183 |
Exchange differences | 23 | - | 8 | 31 |
Charge for the period | 110 | - | 40 | 150 |
Disposals | - | - | (160) | (160) |
At 31 March 2010 | 457 | - | 747 | 1,204 |
Exchange differences | 4 | - | - | 4 |
Charge for the period | 160 | - | 93 | 253 |
At 30 September 2010 | 621 | - | 840 | 1,461 |
Net book amount | ||||
At 30 September 2010 | 2,527 | 636 | 333 | 3,496 |
At 31 March 2010 | 1,424 | 322 | 341 | 2,087 |
At 31 March 2009 | 1,491 | - | 429 | 1,920 |
* This comprises £1.0m in relation to the acquisition of Widnell Limited on 9 July 2010 and £0.253m in relation to the acquisition of Padgham & Partners Pty Limited on 4 March 2010. A fair value exercise will be concluded for incorporation in the accounts for the year to 31 March 2011.
10. Financial assets
Group | Available for sale assets | Loans and receivables | Total |
£'000 | £'000 | £'000 | |
Cost or fair value | |||
At 1 April 2009 | 287 | 340 | 627 |
Additions | - | 335 | 335 |
At 30 September 2009 | 287 | 675 | 962 |
Additions | - | 96 | 96 |
Fair value adjustment taken to equity | 253 | - | 253 |
At 31 March 2010 | 540 | 771 | 1,311 |
Additions | - | 1,591 | 1,591 |
Fair value adjustment taken to equity | 784 | - | 784 |
At 30 September 2010 | 1,324 | 2,362 | 3,686 |
Financial assets available for sale primarily relate to the capital cost of 19% of the issued share capital of Lift Investments Limited, a company incorporated in England and Wales, 5% of the issued share capital of Education 4 Ayrshire (Holdings) Limited, a company incorporated in Scotland and 15% of E4D&G Hold Co Limited, a company incorporated in England and Wales. The Group also owns 19% of e4i Holdings Limited, a company incorporated in Scotland, and 20% of Express Lift Investments Limited, a company incorporated in England and Wales at a cost of £190 and £200 respectively. The Directors do not believe that the Group is able to exert significant influence over Express Lift Investments Limited.
These assets are special purpose vehicles involved in the construction of health and educational facilities under PFI/PPP schemes. The balance of risks and rewards derived from the underlying assets is not borne by the Group, and therefore its interest in the equity and subordinated debt is accounted for as a financial asset and is classified as available-for-sale. Once the construction of these facilities is complete and they are in the operational phase, the fair value of the Group's financial asset is measured at each balance sheet date by computing the forecast project cash flows relevant to the Group's interest, discounted at current market discount rate. The rate currently used is 9% which the directors believe best represents the current secondary market position. The movement in the fair value of the financial asset since the previous balance sheet date is taken to equity.
Loans and receivables comprise subordinated loans to Lift Investments Limited, Education 4 Ayrshire (Holdings) Limited and E4D&G Hold Co Limited, together with accrued interest. The additions for the period comprise accrued interest less interest received of £0.02m and £1.57m advanced to E4D&G Hold Co Limited in the form of a subordinated loan note on which interest accrues at 12.5% per annum.
11. Share capital
| Number of shares (thousands) | Ordinary shares £'000 | Share premium £'000 |
Total £'000 | ||
Opening balance at 1 April 2009 and at 30 September 2009 |
57,582 |
5,759 |
11,955 |
17,714 | ||
New shares issued during the period |
1,014 |
101 |
187 |
288 | ||
At 31 March 2010 |
58,596 |
5,860 |
12,142 |
18,002 | ||
New shares issued during the period | 5,950 | 595 | 907 | 1,502 | ||
Balance at 30 September 2010 | 64,546 | 6,455 | 13,049 | 19,504 |
On 9 July 2010 the company issued 5,626,558 ordinary shares of 10 pence each at a premium of 15.4 pence per share, in part satisfaction of the acquisition of Widnell Limited. These shares were issued on behalf of the Company's wholly owned subsidiary Cyril Sweett Australia Pty Limited, which acquired Widnell Limited.
On 9 July 2010 the company issued 75,000 ordinary shares of 10 pence each at a premium of 3.6 pence per share, in part satisfaction of the exercise of share options.
On 27 July 2010 the company issued 248,010 ordinary shares of 10 pence each at a premium of 15 pence per share, in part satisfaction of the appropriation of 'Dividend shares' to employees, in accordance with the terms of the Cyril Sweett All Employee Share Ownership Plan (SIP). The shares were issued to Cyril Sweett Trustee Company Limited, the corporate trustee of the SIP.
12. Treasury shares
| Number of shares (thousands) | Treasury shares £'000 |
Opening balance as at 1 April 2009 | 369 | 118 |
Treasury shares purchased | 2,370 | 667 |
Disposal of shares during the period | (1,397) | (436) |
At 30 September 2009 | 1,342 | 349 |
Treasury shares purchased | 288 | 105 |
Disposal of shares during the period | (1,599) | (443) |
At 31 March 2010 | 31 | 11 |
Treasury shares purchased | 290 | 99 |
Disposal of shares during the period | (287) | (98) |
At 30 September 2010 | 34 | 12 |
During the period the Group acquired 290,000 of its own shares on the market through purchases by the Group's EBT. The total amount paid to acquire these shares was £0.1m. During the period the Group disposed of 287,000 of these shares in satisfaction of its share schemes. These shares are held as 'Treasury shares' and are shown as a deduction from shareholders' equity.
Related Shares:
CSG.L