Final Results

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