Final Results

Tribal Group PLC 25 June 2001 Tribal Group plc Preliminary results Tribal Group plc, the UK professional support services group, today announced its preliminary results for the year ended 31 March 2001. Highlights: * Pro forma turnover increased 54% to £24.1m * Pro forma operating profit before interest, tax, amortisation of goodwill and employee benefit trust costs rose 68% to £4.8m * Pro forma adjusted earnings per share up 65% to 9.9p * Positive operating cash flow of £2.9m * Strong balance sheet * Listing on AIM in February 2001 raised net proceeds of £10.1m * £7m contract win with London Underground * 5 acquisitions during the year and 4 more completed since the year end * Short listed on several outsourcing contracts Year ended 31 Year Year March 2001 ended ended 31 March 31 March 2001 2000 Actual Pro forma Pro forma Turnover £17.5m £24.1m £15.7m Up 54% Operating profit before interest £3.1m £4.8m £2.9m Up 68% and taxation Operating margins 18.0% 20.0% 18.3% Adjusted earnings per share 7.1p 9.9p 6.0p Up 65% (Note: Operating profits and earnings per share are stated before goodwill amortisation and employee benefit trust costs) Henry Pitman, Tribal Group's Chief Executive, commented: 'We are very pleased with the results we have announced today, which demonstrate the underlying strength of our businesses. We have firmly established ourselves as a leading support services group, predominantly delivering services to the UK public sector, with a particular emphasis on education and information management.' 'We are well positioned in a buoyant and expanding sector and will continue to grow the Group organically; by winning outsourcing contracts and by acquisition.' 'We have had a good start to this year, with current levels of trading significantly ahead of the corresponding period last year.' Enquiries to: Henry Pitman, Chief Executive, Tribal Group plc: 01386 702900 Nicholas Naylor, Granville Baird Limited: 020 7488 1212 Chairman's statement I am delighted to report on the results of Tribal Group plc for the year to 31 March 2001. During this period, the Group has firmly established itself as a leading professional support services group, predominantly delivering services to the UK public sector, with a particular focus on education and information management. Tribal Group was listed on the Alternative Investment Market on 23 February 2001 and is now well positioned to move forward with the next stage of its development. Results In the year ended 31 March 2001, our first full year of trading, the Group has produced excellent results. Excluding amortisation of goodwill and the costs associated with employee benefit trusts, turnover was £17.5m and operating profit was £3.1m. Operating margins were 18 per cent. Earnings per share were 7.1p. During the year, the Group generated positive operating cash flow of £ 2.9m. The operating profit of £3.1m is ahead of the £2.9m forecast contained in our prospectus dated 23 February 2001. In our prospectus, we provided an illustrative pro forma profit forecast based on the assumption that all of the Group's subsidiaries had been acquired prior to 1 April 2000. Our results today include a non-statutory pro forma consolidated profit and loss account to aid comparison with the pro forma profit forecast made in our prospectus. Our pro forma Group turnover was £ 24.1m and pro forma operating profit was £4.8m, before goodwill amortisation costs of £1.9m and employee benefit trust costs of £0.1m. The pro forma operating profit of £4.8m is ahead of the £4.6m forecast set out in our prospectus. As stated in the prospectus, the directors are not recommending the payment of a dividend. Growth There are three strands to our growth strategy. Firstly, we are looking to increase capacity in our existing businesses and accelerate their organic growth; this is supported by our focus on delivering the benefits of cross-selling between the businesses and developing national coverage. Secondly, we are now using the skills and customer reference sites across the Group to bid for contracts that will generate high quality, recurring revenues. Thirdly, we will continue to make strategic acquisitions that add value to shareholders, strengthen the Group's position in its markets and extend our services into other target areas. The majority of the year was taken up with the implementation of the Group's buy and build strategy. We made five first-class acquisitions which, together with SfE, a company we acquired in March 2000, have given us the scale and credibility to bid for larger contracts. These companies have a strong track record and excellent growth potential. All are scaleable, profitable and cash-generative, and leaders in their niche markets. The management teams have committed to remain with the businesses and are incentivised with an earn-out structure - payable in Tribal shares - dependent on the future profitability of their companies. Since the year end, we have made four further acquisitions. Our people Tribal Group is a people business and our success is due to the hard work, professional integrity and commitment of our staff. Tribal Group promotes an environment in which individuals are given a high degree of autonomy and where people with ambition can build a successful business within a supportive Group framework. We are endeavouring to become a natural career choice for entrepreneurial and motivated individuals who may feel constrained in larger public or private sector organisations. A considerable strength of the Group is the depth of experienced and entrepreneurial senior management in the subsidiary businesses. A key component of our strategy to deliver sustained earnings per share growth for shareholders is the incentivisation of these individuals through equity participation. We are delighted that, on flotation, over half of our full-time staff bought shares in the company, and a number of managers have benefited from our employee share option scheme. We intend to put a Save As You Earn (SAYE) scheme in place later this year, which will give all staff the opportunity to share in our continuing success. I would like to put on record the thanks of myself and of the Board to all our employees at all levels, who have accepted the challenge to become part of this dynamic Group and who have made huge contributions during this period of rapid growth. Prospects We are very well placed to take advantage of the many opportunities in our sector and these opportunities will be enhanced as we move into new areas. We have had a good start to the year, with current trading levels ahead of the corresponding period last year. In addition, we are short-listed on several outsourcing contracts and have a pipeline of high quality potential acquisitions. Our objective is to maintain the momentum already established throughout the coming year for the benefit of all employees and shareholders. The Board views this year with confidence. David M Telling Chairman 25 June 2001 Chief Executive's review Introduction This has been a year of very significant development for Tribal Group with our establishment as an emerging force in the professional support services sector. We have now completed the first phase of our strategy: the acquisition of companies that have given the Group the base of skills, management and customer relationships required to bid for outsourced contracts and the critical mass to obtain a listing on the Alternative Investment Market. Having achieved this objective, we are now well advanced with the second phase. This involves the acceleration of organic growth, the securing of long-term contracts, and the completion of further acquisitions. Organic growth - We are concentrating on strengthening the management teams in our businesses, facilitating cross-selling between them and achieving national coverage by making full use of the Group's network of offices. Contract wins - We now have the credibility and reference sites necessary to bid for long-term public sector contracts which will significantly enhance the visibility of our earnings. We will be establishing a centralised bid team shortly to support individual businesses tendering for such work. Acquisitions - We will continue to make acquisitions that either strengthen our presence in our core markets or extend our service offerings into new areas. We will focus in particular on the education sector, where we see a real opportunity to establish a significant presence. We have rigorous criteria for acquisitions - companies must be leaders in their niche markets; deliver high margins and be cash generative; and they must be scaleable and have management teams capable of delivering future growth. We recognise that the companies we acquire are reliant on the continuing goodwill of their staff and management. All our acquisitions have been structured, either through earn-outs or by continuing share ownership at subsidiary level, to tie in senior management and to enable them to participate in the equity of the Group. This is an approach we will continue to adopt. Group strategy Our strategy is to become a leading provider of professional support services to both the public and private sector in the UK. In the short term, our primary focus will be on services that support the delivery of education. However, in parallel, we will extend our service delivery across the public sector and develop further our private sector customer base. We are very well placed to take advantage of the significant change in the Government's interpretation of the role of the private sector in the provision of public services. The declaration in the 2001 Labour Party manifesto that ' where private sector providers can support public endeavour, we should use them', confirms that the provision of services such as education and healthcare do not have to be exclusively delivered by the public sector. This shift of opinion is now gathering considerable momentum and offers significant potential to those private sector companies suitably equipped to meet this demand. The Group is actively pursuing opportunities to work in partnership with public sector providers across all our core markets. Our markets Our markets in education, local government, central government and the private sector continue to offer significant opportunities. The Group's core local authority market - including education - is a substantial sector, employing 2.2 million people (England and Wales only - Employers' Organisation). The signs for outsourcing to the private sector are positive, with government departments developing a range of procurement models to involve private contractors in the delivery of public services, particularly in education, local government and health. Clearly, the increasing requirement for the public sector to secure optimum value for money and quality of provision is opening up more opportunities for external providers. Education The Government's education budget is now over £40bn per annum and is set to grow by 5.6 per cent per year. Only £2.5bn is currently outsourced to the private sector; we expect this figure to increase to over £5bn in the next three years (Capital Strategies, 2000), of which £1.75bn will be in business areas in which Tribal operates. In addition, the Government now expects Local Education Authorities (LEAs) to delegate at least 90 per cent of all funding to schools. With schools as increasingly active purchasers, there are opportunities to provide a whole range of back-office and consultancy services. This market is relatively undeveloped and offers significant potential for private sector suppliers. The Group is well positioned to take advantage of these developments. We have enhanced our capability through the recruitment of senior staff from LEAs, the Office for standards in education (Ofsted) and other organisations in the education sector. The Group is currently working with over 20 local authorities. During the year, we also became a Department for Education and Skills (DfES) approved supplier of services to LEAs nationwide through the Ensign consortium, and we have found that, increasingly, LEAs are proactively looking to work in partnership with private sector providers. This market is gathering momentum and presents very good opportunities for the Group over the coming year. In the schools market, we are now the leading school inspection company for Ofsted, and deliver a range of educational support, advisory and managed services. We are the leading provider of in-service training (INSET) to secondary schools, delivering 30,000 training days annually to staff in 80 per cent of secondary schools. In addition, we are delivering Information and Communications Technology (ICT) training, through the £230m New Opportunities Fund, to 12.5 per cent of secondary schools in England. This initiative was developed to help equip teachers with the necessary knowledge, understanding and skills to decide how and when to use ICT in teaching and learning. Our provision has received grade A ratings from the Teacher Training Agency for every aspect of its delivery. We are now established as a leading consultancy business in the Further Education (FE) sector, delivering management consultancy services to over 100 colleges. The formation of the 47 regional Learning and Skills Councils (LSCs) presents new opportunities, as colleges face further change within their sector. We are the largest provider of staff development training to FE lecturers and support staff, delivering 15,000 training days annually. The Group has developed a range of distance learning products for use by FE colleges and these are accredited by nationally recognised awarding bodies. Our property services business - offering architectural, project management and health and safety services - is now a leading practice in the FE market, and is increasingly taking on work in Higher Education and schools. With the Government announcing £8bn of expenditure on capital projects in education over the next three years, there are considerable opportunities for growth. Finally, the Group's library and information management division is acting as consultant to an ever increasing number of FE colleges who are seeking assistance with the development of their library and information management strategies. Local government Local authorities are under increasing pressure to improve and modernise their services. Best Value reviews became a statutory responsibility for all local authorities in April 2000 and many are now actively choosing to use the private sector in the delivery of their services. New models of procurement are being developed across the sector and a number of strategic partnership opportunities are currently being taken forward by the Group. Although it is early days for Tribal Group in this sector, we are seeing good progress and a number of interesting projects are underway. For example, we are currently developing a management development programme for Leeds City Council, providing housing management consultancy for Milton Keynes Council and reviewing the Asylum Seekers Service in the London Borough of Waltham Forest. Local authorities spend £1.3bn annually on library provision, spending which must now be assessed by the Best Value regime. Our library and information management division has already won its first contracts in this area - working with the London Borough of Ealing and Manchester City Council. We are also working on various projects such as the purchasing of electronic data with Derbyshire Libraries and a records management programme with Brent Council. Our library recruitment business provides temporary and permanent staff for public library authorities. We also run library and information policy seminars which examine key issues facing libraries, archives and museums. Central government and the public sector There are significant opportunities for increasing private sector involvement in the delivery of services across central government and the public sector. In May 2001, our information management division won a £7m two year contract with London Underground Limited (LUL) to provide document management, computer aided design (CAD) and reprographic services to the LUL engineering directorate. This contract has involved the TUPE transfer of staff to Tribal Group; we now have over 50 staff working within LUL. We expect this contract to lead to other opportunities within the transport sector, in which we have a strong track record and also within new industry sectors, where we have the potential to market our expertise in CAD and reprographics as well as the traditional skills in document management. The Group is involved with a number of consultancy projects in central government. One example is the research project 'Handling workforce matters in procurement' which we are currently managing for the Department for Transport, Local government and the Regions (DTLR). Increasingly, there are opportunities to work on neighbourhood renewal and community projects. We have recently supported the local community in Clapham Park to bid successfully for a New Deal grant. The Government has made it clear that it expects increasing private sector involvement in the delivery of services in support of the health sector. Our information management division is working with several health trusts, providing consultancy services such as library and IT reviews, information audits, development of electronic library services and library design work. We have recently developed a patient document management software product which has already been successfully installed for the Pinderfields and Pontefract Hospitals NHS Trust. Private sector While the private sector only accounts for 20 per cent of our revenue, we have identified significant opportunities here, particularly through our information management division which has historically had strong relationships in the oil, transport, pharmaceutical, accountancy and leisure sectors. The Group has some major blue chip customers in this area including BOC, Rank, TNT, 3M and Hays. We are finding that these customers are increasingly looking to outsource part of their information management and IT requirements. Outlook Tribal Group is well positioned in a buoyant and expanding sector. There has never been a better opportunity to develop a professional support services business. Our core education and public sector markets are poised for substantial growth over the next few years and we now have the skills, management and reputation to benefit from this favourable environment. We look forward to this next stage of our development. Henry Pitman Chief Executive 25 June 2001 Pro forma Consolidated Profit and Loss Account for the year ended 31 March 2001 Unaudited Unaudited 2001 2000 £'000 £'000 Turnover: Group operations 24,088 15,648 Cost of sales (11,422) (8,103) -------- ------- Gross profit 12,666 7,545 Administrative expenses excluding goodwill and employee benefit costs (7,855) (4,682) -------- ------- Operating profit before Group interest, goodwill and employee benefit costs 4,811 2,863 Amortisation of goodwill (1,876) (1,876) Amortisation of shares held by employee benefit trust (75) - Contribution to employee benefit trust (30) - -------- ------- Operating profit 2,830 987 Group interest 11 59 -------- ------- Profit before taxation 2,841 1,046 Taxation (1,448) (886) -------- ------- Profit / (loss) for the financial year 1,393 160 ===== ===== Earnings per share Basic 4.1p 0.5p Diluted 4.0p 0.5p Basic before amortisation of goodwill and employee benefit trust costs 9.9p 6.0p The basis of preparation is set out in Note 1. Consolidated Profit and Loss Account for the year ended 31 March 2001 2001 2000 £'000 £'000 Turnover (Note 3) Continuing operations 7,431 - Acquisitions 10,034 - -------- ------- 17,465 - Cost of sales (8,477) - -------- ------- Gross profit 8,988 - Administrative expenses Amortisation of goodwill (1,156) - Other administrative expenses (5,907) (115) -------- ------- Operating profit / (loss) Continuing operations 716 (115) Acquisitions 1,209 - -------- ------- 1,925 (115) Net interest payable (1,226) - -------- ------- Profit / (loss) on ordinary activities before taxation 699 (115) Taxation (648) - -------- ------- Profit / (loss) for the financial year 51 (115) ===== ===== Earnings per share (Note 4) Basic 0.3p (77.3)p Diluted 0.3p (77.3)p Basic before amortisation of goodwill and employee benefit trust costs 7.1p (77.3)p Consolidated Balance Sheet at 31 March 2001 2001 2000 £'000 £'000 Fixed assets Intangible assets 36,235 9,172 Tangible assets 601 153 -------- ------- 36,836 9,325 Current assets Stocks 130 - Debtors 5,872 835 Cash at bank and in hand (Note 6) 12,649 706 -------- ------- 18,651 1,541 Creditors: amounts falling due after more than one year (6,069) (1,825) Net current assets / (liabilities) Due within one year 2,202 (284) Cash collateralised beyond one year 10,380 - -------- ------- 12,582 (284) -------- ------- Total assets less current liabilities 49,418 9,041 Creditors: amounts falling due after more than one year (11,353) (7,898) -------- ------- Net assets 38,065 1,143 ===== ===== Capital and reserves Called up share capital 1,707 792 Share premium account 9,748 - Capital reserve 9,545 466 Profit and loss account (34) (115) Shares to be issued 17,099 - -------- ------- Shareholders' funds (equity) 38,065 1,143 ===== ===== Consolidated Cash Flow Statement for the year ended 31 March 2001 2001 2000 £'000 £'000 Cash inflow from operating activities (Note 5) 2,937 105 Returns on investments and servicing of finance Interest paid (1,349) - Interest element of finance lease payments (2) - Debt issue costs (139) - Interest received 207 - -------- ------- Net cash outflow from returns on investments and servicing of finance (1,283) - Taxation (210) - Capital expenditure and financial investment (325) (10) Acquisitions Purchase of subsidiary undertakings (4,951) (2,930) Net cash acquired with subsidiary 725 535 -------- ------- Net cash outflow before financing (3,107) (2,300) Financing Issue of ordinary share capital less issue costs 10,097 1,258 Proceeds from loan conversions into ordinary share capital 5,362 - Proceeds from exercise of share warrants into ordinary share capital 217 - Repayments of borrowings (11,700) 200 New secured loans less issue costs 11,331 1,300 Capital element of finance lease rental payments (4) (5) Creation of collateralised cash (10,380) - -------- ------- 4,923 2,753 -------- ------- Increase in cash in period 1,816 453 ===== ===== Notes to the preliminary announcement for the year ended 31 March 2001 1. Basis of Preparation The financial information contained in this statement has been prepared in accordance with the audited statutory accounts for the year ended 31 March 2001. The unaudited pro forma consolidated profit and loss account has been included to assist users of these financial statements in comparing the results of the Group with the profit forecast set out in the Company's published prospectus dated 23 February 2001. Financial information included in the prospectus and the pro forma profit illustrates how the results would have appeared if all of the company's subsidiaries had been acquired prior to 1 April 1999. The financial information has been prepared by aggregating the results of each subsidiary company for the 12 months ended 31 March 2000 and 31 March 2001 respectively. Where individual companies have accounting periods ending on dates other than 31 March, the audited accounts have been adjusted, based on management information, in order to present the pro forma results for each period from 1 April. Adjustments have also been made to the amortisation charges for goodwill and the shares held by employee benefit trusts, interest and taxation to give an indicative picture of the underlying Group's financial results. The adjustments result in the pro forma consolidated profit and loss account showing the estimate of a complete year's charge for amortisation, interest and taxation and the relevant pro rated charge for employee benefit trusts calculated from the date the Trust was created. 2. Opening Balances Tribal Group plc was incorporated on 15 December 2000 and did not trade prior to 23 February 2001 when it acquired Tribal Holdings Limited by way of a share for share exchange. The acquisition by the company of Tribal Holdings Limited has been accounted for in accordance with the principles of merger accounting set out in Financial Reporting Standard No. 6 'Acquisitions and Mergers' and schedule 4 (A) of the Companies Act 1985. This means that the consolidated accounts are presented as if the acquisition by the Company of Tribal Holdings Limited took place prior to 1 April 1999. 3. Segmental Information 2001 2001 2001 Consultancy Managed Total Services Services £'000 £'000 £'000 Turnover 15,587 1,878 17,465 Profit before taxation Segment profit / (loss) 3,970 (210) 3,760 Amortisation of goodwill - (1,078) (33) (1,111) element arising on consolidation --------- --------- --------- 2,892 (243) 2,649 Common costs (724) --------- --------- --------- Operating profit 1,925 Net interest (1,226) --------- --------- --------- Group profit before taxation 699 ====== ====== ====== Net assets Segment net assets 2,264 189 2,453 Goodwill - element arising 33,359 1,393 34,752 on consolidation --------- --------- --------- 35,263 1,582 37,205 Unallocated assets 860 --------- --------- --------- Total net assets 38,065 ====== ====== ====== As permitted by SSAP 25 'Segmental Reporting', comparative information has not been provided as this is the first year in which the Group has been required to comply with that standard, and the comparative information is not readily available. All turnover, both by source and by destination, arises in the United Kingdom. 4. Earnings per share (a) actual EPS 2001 2000 £'000 £'000 Basic Earnings for year 51 (115) Weighted average number of shares outstanding 17,702,995 148,834 Basic earnings per share 0.3 p (77.3)p Diluted Earnings for year 51 (115) Weighted average number of shares in issue including dilutive shares: Basic weighted average number 17,702,995 148,834 Employee share options 171,298 - Shares to be issued in respect of deferred consideration 683,838 - ------------ ------------ Adjusted number of shares outstanding 18,558,131 148,834 ------------ ----------- Diluted earnings per share 0.3 p (77.3)p Adjusted basic before goodwill amortisation and EBT costs Earnings for year 51 (115) Goodwill amortisation 1,156 - EBT costs net of tax 58 - ------------ ------------ Adjusted earnings before goodwill amortisation and EBT costs 1,265 (115) ------------ ------------ Weighted average number of shares in issue 17,702,995 148,834 Adjusted basic earnings per share 7.1 p (77.3)p The adjusted basic earnings per share figure shown in the profit and loss account is included as the directors believe that it provides a better understanding of the underlying trading performance of the Group. In accordance with FRS 14 the weighted average number of shares in issue in the comparative earnings per share figures is calculated by adding the one founder share since the company commenced trading (211 days) to the new shares issued on 30 March 2000 following a business acquisition on that day (2 days) divided by the accounting period (213 days). (b) Pro forma EPS 2001 2000 £'000 £'000 Basic Earnings 1,393 160 for year Weighted average number of shares 34,133,521 34,133,521 outstanding Basic earnings per 4.1p 0.5p share Diluted Earnings 1,393 160 for year Weighted average number of shares in issue including dilutive shares: Basic weighted average 34,133,521 34,133,521 number Employee share options 171,298 - Shares to be issued in respect of deferred 683,838 - consideration ------------ ----------- Adjusted number of shares 34,988,657 34,133,521 outstanding ------------ ----------- Diluted earnings 4.0 p 0.5p per share Adjusted basic before goodwill amortisation and EBT costs Earnings for 1,393 160 year Goodwill 1,876 1,876 amortisation EBT costs net 105 - of tax ------------ --------- Adjusted earnings before goodwill 3,374 2,036 amortisation and EBT costs ------------ ---------- Weighted average number of shares in 34,133,521 34,133,521 issue Adjusted basic earnings per 9.9 p 6.0p share The adjusted basic earnings per share figure shown in the pro forma consolidated profit and loss account is included as the directors believe that it provides a better understanding of the underlying trading performance of the Group. 5. Reconciliation of operating/(loss) to operating cash flows 2001 2000 £'000 £'000 Operating profit/(loss) 1,925 (115) Depreciation 251 1 Amortisation of goodwill 1,156 - Amortisation of employee benefit trust 37 - (Increase) in debtors (2,388) - Increase in creditors 2,006 219 (Increase) in stocks (50) - Net cash inflow from operating activities 2,937 105 6. Analysis of Net debt At Cash Other non-cash At end of beginning flow changes year of year £'000 £'000 £'000 £'000 Cash in hand, at 706 11,943 - 12,649 bank Overdrafts (253) 253 - - Cash collateralised - (10,380) - (10,380) 453 1,816 - 2,269 Debt due after one (7,887) (9,831) 6,387 (11,331) year Debt due within one (250) - 250 - year Finance leases (14) 6 (28) (36) Cash collateralised - 10,380 - 10,380 Total (7,698) 2,371 6,609 1,282 Included within cash at bank and in hand is £10,380,000 of cash collateralised representing committed facilities that are specifically allocated to repay loan liabilities in respect of non-convertible loan notes issued to the previous owners of certain entities acquired. This cash is not available to Tribal Group plc for any other use and is not sufficiently liquid to meet the definition of cash and cash equivalents set out in FRS 1 'Cash Flow Statements.' 7. Preliminary Announcement A duly appointed and authorised committee of the Board of Directors approved the preliminary announcement on 22 June 2001. The announcement represents non statutory accounts within the meaning of section 240 of the Companies Act 1985. The statutory Annual Accounts for the year ended 31 March 2001, upon which an unqualified audit opinion has been given and which did not contain a statement under section 230 of the Companies Act 1985, will be sent to the Registrar of Companies. It is intended that the Annual Report will be posted to shareholders on 5th July 2001 and will be available from the Company's registered office at: 165 Queen Victoria Street, London EC4V 4DD. 25 June 2001 ENDS

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