Aukett Swanke Regulatory News (AUK)

Embargoed until 7.00am on Thursday 28 January 2016

Aukett Swanke Group Plc

Announcement of final audited results

for the year ended 30 September 2015

Aukett Swanke Group Plc (the "Group"), the international group of architects and interior designers, announces its final audited results for the year ended 30 September 2015.

Financial Highlights

· Revenues up 8.1% to £18.7m (2014: £17.3m)

· PBT up 33.6% to £1.9m (2014: £1.4m)

· EPS up 53.8% to 1.00p (2014: 0.65p)

· Final dividend payment of 0.11p making 0.22p for the year (2014: 0.2p)

· Net funds at year end £1.9m (2014: £1.8m)

Operational Highlights

· Evolution of the business via non organic growth strategy progressing

· Positive contribution from John R Harris & Partners Limited

· UK strong performance

· Overall profit from Europe operations

· Middle East positioned for further growth

Commenting on the results CEO Nicholas Thompson said

"We are very pleased to be reporting a strong set of numbers despite a wide variety of market related issues. Considerable progress has been made in the evolution of the business. The integration of John R Harris & Partners Limited has gone well and we see further potential in the UAE. Meanwhile our other overseas operations have responded well to management actions given difficult trading conditions."

Enquiries

Aukett Swanke - 020 7843 3000

Nicholas Thompson, Chief Executive Officer

Beverley Wright, Chief Financial Officer

finnCap - 020 7220 0500

Corporate Finance: Julian Blunt / James Thompson

Corporate Broking: Stephen Norcross

Hermes Financial PR

Trevor Phillips - 07889 153628

Chris Steele - 07979 604687

Chairman's statement

I am pleased to report on another successful year for the Company to 30 September 2015 in which we achieved an improvement in each of our key financial criteria.

Revenue increased by 8.1% to £18.7m (2014: £17.3m). However, it is pleasing to report that profit before tax increased by 33.6% to £1.9m (2014: £1.4m) reflecting our success in minimising the losses in those operations where revenues were delayed. Our results also benefitted from a lower effective tax rate thereby increasing our Earnings Per Share by 53.8% to 1.00p (2014: 0.65p).

During the year we announced the acquisition of a majority interest (80%) in John R Harris & Partners Limited (JRHP) for a cash consideration of £897k which represents further progress in the evolution of our stated policy of growing the business through a non organic strategy. Following this acquisition we were still able to increase our net funds, which at the year end stood at £1.9m (2014: £1.8m). The Group remains debt free. 

We have also continued our policy of regular dividends and have declared two payments totalling 0.22 pence in the year. These dividends are covered 4.6 times by after tax profits.

During the year John Bullough, one of our non executive directors, was appointed to the Audit Committee. On 22 December 2015, we announced that David Hughes, the former CEO of Swanke Hayden Connell Europe Limited (SHC) stepped down from the Board and will be dedicating his time to expanding his portfolio of commissions as an Expert Witness for the UK business. I would like to thank David for his contribution to the Board since the acquisition of SHC in December 2013.

In 2016 we shall continue to focus on consolidating our success in the UK whilst expanding our operations in the Middle East, and more specifically in the United Arab Emirates (UAE), where we believe there is both political stability and project opportunities. In those countries where difficult conditions have prevailed we shall seek to minimise any further adverse impact on the Group's overall performance.

I am therefore comfortable that the Company will continue to progress and maintain its financial strength and I am pleased to announce that we will pay a second and final dividend in respect of the year ended 30 September 2015 of 0.11 pence per share. Subject to approval at the Annual General Meeting, this dividend will become payable on 22 April 2016 to shareholders on the register on 8 April 2016.

I would like to thank all our staff for their continuing contributions to our success and for their hard work and dedication in delivering high quality projects and these excellent results, whilst at the same time maintaining and developing our blue chip client portfolio.

I look forward to further success for your Company in 2016.

Anthony Simmonds

Non Executive Chairman

27 January 2016

Extracts from strategic and directors' reports

Overview

Revenues grew during the year to £18.7m (2014: £17.3m), 8.1% higher.

Our profit before tax was much improved at £1.9m (2014: £1.4m) showing a 34% growth rate. We had, however, hoped to report a better result but this became progressively unattainable following the negative events in both Russia and Turkey. After tax and the non controlling interests there is dividend cover of 4.6 times on an EPS of 1.00 pence per share (2014: 0.65 pence per share).

Our balance sheet, including non controlling interests of £0.1m, has grown by over £1.2m to £6.3m (2014: £5.1m). Within this, net funds at £1.9m (2014: £1.8m) were slightly higher than the prior year and achieved after paying £897,000 in cash for JRHP (2014: £209k cash element for SHC).

In June 2015 we acquired an 80% holding in JRHP, a practice established in 1949 and carrying out the majority of its services in the Middle East. This brought an immediate return to the Group through a net profit achieved in the last quarter. Given that our continuing operation, even with the addition JRHP, remains under sized in its market, we do not expect any synergy cost savings to emerge in the short term.

The strategy of the Group is to become a major player in the professional services sector through the provision of architectural and design services both in the United Kingdom and the wider international market place. In following this M&A strategy we have acquired two practices operating in the United Kingdom, Russia, Turkey and the Middle East over the past two years. These acquisitions have resulted in Aukett Swanke Group Plc climbing twenty two places in the recently published WA100 2016 rankings to 51st making us the sixth largest UK practice by international measurement.

On the design front we won four awards this year: two in Russia, and one in each of the United Kingdom and Germany. Our London and Moscow offices jointly achieved Winner of Golden Brick Award (CBRE awards) and Winner Best Lobby (Best office awards) for Arcus III in Moscow. Our retail store for M&S at Cheshire Oaks won its 14th award - this time the 'Test of Time' at the Buildings award ceremony. Finally our fit out for BNP in Frankfurt won a LEED Gold (the third for this office). We also had project representation at numerous other award ceremonies.

United Kingdom

The UK maintained its financial performance during the year but saw a slow down in the second half with costs catching up with previous revenue advances and one major project being temporarily suspended in the second half. As a result of these factors, whilst revenue increased by 12.4% compared to 2014, the profit before tax result of £2.0m (2014: £1.8m) grew more modestly at 9.8%. A combination of more FTE technical staff and higher productivity saw revenue per FTE technical staff improve from £98k per person to £106k.

During the year we completed the integration of Aukett Fitzroy Robinson Limited and Swanke Hayden Connell International Limited and rebranded the business Aukett Swanke Limited (ASL). ASL and Veretec, our Executive architecture business, represent our UK trading companies.

The UK workload in 2015 was underpinned by projects progressing to the construction site phase. This was well illustrated by the practice heading Building's Top Architects by Project Value in December 2014 with 15 projects valued at £924m.

There were numerous projects being constructed 'on site' in London including a major hotel at Ten Trinity Square in the City, a further academic building for Imperial College and two major office refurbishments - one for Tishman Speyer in Victoria and another for Blackstone near The Strand.

2015 also saw Veretec maintain its premium market position with a number of large residential schemes in progress including Lillie Square and De Vere Gardens for Sir Robert McAlpine along with schemes in Hanover Terrace, Charlotte Street and a single dwelling in Chelsea.

Significantly, a higher proportion of our offices' portfolio in the year has been outside London, including Eastside Locks in Birmingham for Goodman; Aspire, a redevelopment in Bristol; Forbury Place in Reading for M&G; the Bradfield Centre in Cambridge for Gilead; Gade Zone in Hemel Hempstead and a mixed use development, Staines Central. We also commenced work on a mid tech office park in Alconbury for Urban&Civic plc.

The interiors business gained momentum in the year evidenced by project wins from Zurich ReInsurance, JP Morgan Chase, Ince & Co, Merrill Lynch, Sumitomo Mitsui Banking Corporation and Richemont.

We have seen a significant increase in on site work during the year as we move through the development cycle. However, we now see the market having less momentum in the future and this will be further tempered by higher construction costs being evidenced in the market.

Russia

Despite the challenges presented by the fall in the oil price and the devaluation of the Rouble, our Russian business only reported a small loss in the year. This creditable performance was achieved by the dedication and perseverance of our team who worked hard in difficult circumstances to deliver projects, maintain client relationships and to ensure that we did not incur bad debts.

During the year we also invested considerable effort in constantly ensuring that appropriate staff levels were maintained and overhead costs were reduced as far as possible, whilst working to combine the SHC branch and the pre acquisition Russian operation, ZAO Aukett Fitzroy Vostok, into one self supporting business.

The results in Sterling, compared to previous years, show a decrease in revenue less sub consultant costs. However taking account of the average devaluation in the value of the Rouble of 49% during the year, 2015 was in fact a stronger result in local currency than in prior years with revenue less subcontractor costs 24% higher than in 2014 and revenue per FTE up 78%. At a local level the operation was profitable before central cost allocations.

Russia remains an important market for the Group, but the Board does not underestimate the difficulties in winning and delivering successful projects in a market which is equally challenging and unpredictable for our clients. 2016 will therefore be a year of further rigorous focus on cost control to ensure that our business model best suits the market circumstances.

Turkey

In contrast to last year's performance and the outlook this time last year, 2015 has been a difficult year for our business in Turkey. This is almost exclusively attributable to external political factors, where the absence of an elected government, and the impasse associated with that, created a hiatus in the market, such that even contracted projects did not proceed.

This hiatus is highlighted by delays in planning submissions due to project zoning issues that created uncertainties in development volumes and property uses for our clients.

As a result of this, we considerably downsized our operation and posted a small net loss before tax of £133k which compares to a profit before tax of £90k for the previous year.

We have however maintained a sustainable presence with a highly capable team that is now well positioned to work on many opportunities that are re-emerging and coming to market, particularly from our retained, blue chip customer base which includes FIBA, Cengiz and Tahincioglu.

Middle East

With the acquisition of JRHP in June 2015, we moved a step towards achieving our growth strategy in the Middle East. The results for the year reflect both JRHP's contribution and that of our existing business Aukett Fitzroy Robinson International Limited (AFRI) and show a 165% increase in revenue less sub consultant costs.

In the 3 months of ownership, JRHP performed in line with our expectation and contributed a positive result. During the year, AFRI continued to work on our key project with Majid Al Futtaim, which is now coming to a successful close. In addition, we have bid for and secured future work, also in conjunction with JRHP, thereby confirming our acquisition strategy.

It has become clear, even in the short period ownership of JRHP, that our bidding success has improved as a result of our increased scale. However, we remain undersized in the market and as we wish to continue our expansion in the Middle East we will pursue growth options as well as invest in additional management capacity.

Berlin

The Berlin joint venture is again the star of our portfolio. Notwithstanding a weakening of the Euro compared to Sterling, revenues less sub consultant costs increased by 27% to £5.5m and the average number of technical staff increased to 79 compared to 51 last year. Profit before tax also rose, but by less than the revenue growth due to investment costs incurred in expanding the office. Our share of post tax profits amounted to £264k compared to £254k in the previous year. The comparable contribution of revenue per FTE technical staff was also impacted by exchange rate movements.

Projects worked on were for a mix of local and large international clients, in Berlin as well as other German cities, including the Berlin Entertainment District at the Mercedes Platz, the 30 storey WinX office tower working drawings in Frankfurt for BAM, the Barcelό Hotel in Berlin, the working drawings of a mixed use development in Berlin for Hines and the interior design of the five star Fontenay Hotel in Hamburg.

Frankfurt

After an exceptional result in 2014, the Frankfurt office reported a fall in revenues to £592k and profit before tax of £38k representing a more sustainable level of gradual improvement. The studio has continued to carry out planning, design and fit out work for local businesses as well as international clients such as Tishman Speyer and Microsoft. In addition the office has also been commissioned to provide construction drawing services for a large office and laboratory for Hochtief.

Prague

This was another difficult year for the Prague joint venture, where the local market remained very flat. Creditably the team again achieved break even and applied its high levels of skill and expertise supporting both the Berlin and UK studios as well as working with their own portfolio of clients including SAB Miller, the Riverside School, CPI and Moolson Coors.

Group costs

Group costs at £258k were lower than in the previous year (£398k) as corporate finance and legal costs were lower and there were no recruitment fees.

Dividends

We have continued our policy of regular dividends and have declared two payments totalling 0.22 pence in the year. These dividends are covered 4.6 times by after tax profits.

Summary

With the practice achieving its existing sustainable growth targets in architectural and design services we shall also be pursuing an alternative acquisition strategy that encompasses less transactional revenues and broader services in order to move our overall performance to higher levels and ensure that the Group as a whole has less exposure to cyclical income.

27 January 2016

Consolidated income statement

For the year ended 30 September 2015

Consolidated statement of comprehensive income

For the year ended 30 September 2015

Consolidated statement of financial position

At 30 September 2015

Consolidated statement of cash flows

For the year ended 30 September 2015

Consolidated statement of changes in equity

For the year ended 30 September 2015

Notes to the audited final results

1 Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Companies Act 2006 as applicable to companies reporting under IFRSs.

The financial statements have been prepared under the historical cost convention and on a going concern basis.

2 Operating segments

The Group comprises a single business segment and five separately reportable geographical segments (together with a Group costs segment). Geographical segments are based on the location of the operation undertaking each project.

The Group's associate and joint ventures are all based in Continental Europe.

The geographical split of revenue based on the location of project sites was:

Segment result

3 Earnings per share

The calculations of basic and diluted earnings per share are based on the following data:

4 Cash generated from operations

5 Analysis of net funds

6 Business Combination

On 15 June 2015 the Group acquired 80% of the issued share capital of John R Harris & Partners Limited (JRHP), a well-established firm of architects, interior designers, engineers and master planners incorporated in Cyprus and operating in the Middle East.

The total consideration for the acquisition was £897,000 satisfied in cash.

The acquisition considerably improves our market position and offer in the Middle East. The acquisition will further provide the opportunity for some overhead cost savings. The goodwill acquired on the acquisition represents the knowledge and experience of the assembled workforce in addition to expected integration savings and economies of scale. The goodwill is not considered deductible for income tax purposes.

The table below summarises the consideration paid for JRHP, the fair value of assets acquired and liabilities assumed at the acquisition date.

Acquisition costs of £57,000 have been included in other operating charges in the consolidated income statement for the year ended 30 September 2015.

The fair value of trade and other receivables is £887,000 and includes trade receivables with a fair value of £845,000. The gross contractual amount for trade receivables due is £1,166,000, of which £321,000 is expected to be uncollectable. The fair value of trade and other receivables is provisional pending future receipts.

The fair values of the acquired identifiable intangibles are based on finalised valuations.

The revenue included in the consolidated income statement since 15 June 2015 contributed by JRHP was £865,000. The revenue less sub consultant costs contributed by JRHP over the same period was £618,000. The profit before tax and amortisation contributed over the same period was £42,000.

Had JRHP been consolidated from 1 October 2014 the consolidated income statement would show pro-forma revenue of £21,000,000 and profit before tax of £2,162,000.

7 Status of final audited results

This announcement of final audited results was approved by the Board of Directors on 27 January 2016.

The financial information presented in this announcement has been extracted from the Group's audited statutory accounts for the year ended 30 September 2015 which will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The auditor's report on these accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498 of the Companies Act 2006.

Statutory accounts for the year ended 30 September 2014 have been delivered to the registrar of companies and the auditors' report on these accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498 of the Companies Act 2006.

The financial information presented in this announcement of final audited results does not constitute the Group's statutory accounts for the year ended 30 September 2015.

8 Annual General Meeting

The Annual General Meeting of the Company will be held at 10:00am on Wednesday 30 March 2016 at 25 Christopher Street, London, EC2A 2BS.

9 Annual report and accounts

Copies of the 2015 audited accounts will be available today on the Company's website (www.aukettswanke.com) for the purposes of AIM rule 26 and will be posted to shareholders who have elected to receive a printed version in due course.