Driver Grp Regulatory News (DRV)

4 June 2019

DRIVER GROUP PLC

("Driver" or "the Group")

Interim Report

For the six months ended 31 March 2019

Key Points (for the six months ended 31 March 2019

· Revenue down by 6% to £29.7m (2018: £31.7m)

· Gross profit at 23% a £2.2m decrease to £6.7m (2018: £8.9m)

· Underlying* profit before tax at £0.8m (2018: £2.1m) resulting in an underlying* profit before tax margin of 3% (2018: 7%)

· Net cash increase year on year of £4.2m to £5.0m (2018: £0.8m)

· Fee earner headcount decreased by 32 to 355 because of reduced revenues in both APAC and Middle East.

· Overall utilisation rates of 76.1% (2018: 81.6%)

· Europe & Americas (EuAm) reported underlying* profit before tax for the period of £2.0m (2018: £1.4m) with utilisation rates at 70.3% (2018: 73.6%)

· Middle East (ME) reported underlying* profit before tax for the period of £0.4m (2018: £1.3m) with utilisation rates at 80.9% (2018: 83.5%)

· Asia Pacific (APAC) reported underlying* loss before tax for the period of £0.6m (£2018: profit £0.6m) with utilisation rates at 76.1% (2018: 91.6%)

*  Underlying figures are stated before the share-based payment costs.

**  Net cash consists of cash and cash equivalents, bank loans and finance leases.

Steve Norris, Chairman of Driver Group, said:

"Although the first half of 2019 has seen lower activity than expected in some markets we have reacted quickly to re-align the cost base of underperforming businesses in the first half and with enquiry rates at high levels the Group is well placed to record good progress for the remainder of the current financial year."

Enquiries:

INTRODUCTION

The Group's core business is in claims and dispute management and expert witness work. We are fortunate to count many industry-leading proponents among our firm's complement which gives us strong client relationships and a competitive edge whilst having a reputation for delivering a world class service. These services are offered in all three of the Group's regions being Europe & Americas (EuAm), Middle East (ME) and Asia Pacific (APAC). The Group also has a highly respected project services business in the UK.

The six months to 31 March 2019 has been a mixed period for the Group following the significant progress in the year to 30 September 2018. The EuAm region has remained strong and has performed well during the first six months of the year. I am pleased to report that revenue and profit have all increased in the period to March 2019 which is a testament to the strong management team we have in place within the region. However, for our businesses in ME and APAC it has been a time when a number of larger commissions have concluded coinciding with the delayed start of new commissions. The consequence has been that activity levels in both these regions has been lower than expected which has impacted the overall Group performance for the period. I have frequently pointed out that our visibility of new business extends to no more than six to eight weeks and we are clear that this lower than expected revenue is not a reflection of any systemic failure in our business and is more a matter of timing. That said, we have taken steps to reduce the Group's cost base in these regions to ensure that our breakeven point is lower than before and the benefit of this will be felt in the second half of the financial year.

FINANCIAL RESULTS

Group revenue for the first half of the financial year was £29.7m, a decrease of 6% on the first half of 2018 (£31.7m). Revenue in EuAm increased by 4% to £14.9m (2018: £14.3m), offsetting this was a reduction in revenue for both ME and APAC. ME reported a decrease of 14% to £10.3m (2018: £12.0m) with APAC decreasing by 17% to £4.5m (2018: £5.4m). As a result of the reduction in revenue, gross profit has reduced by £2.2m to £6.7m (2018: £8.9m). Administrative expenses decreased by £1.4m to £5.7m (2018: £7.1m). £0.6m of the reduction relates to the movement in the share based payment charge.

The Group reported an underlying* profit before tax of £0.8m (2018: £2.1m). The operating profit amounted to £1.1m (2018: £1.8m) and the pre-tax profit for the period was £1.0m (2018: £1.7m).

The Group's effective tax rate is 17% reflecting the geographic make-up of the Group, with UK profits utilising brought forward losses from prior years and with profits in the current period in overseas operations at local tax rates where there are no brought forward tax losses. Underlying* profit per share was 1.1p (2018: 3.4p). After share-based payment charges the profit per share was 1.5p (2018: 2.7p).

The Group was in a net cash** position of £5.0m at 31 March 2019 compared to £6.9m at 30 September 2018 and £0.8m at 31 March 2018.

Net cash outflow from operations was £0.8m (2018: £1.3m cash inflow) during the first six months, including a net inflow from a decrease in trade and other receivables of £0.5m (2018: £2.1m cash outflow) and a net cash outflow from a decrease in trade and other payables of £2.4m (2018: £0.9m inflow). Tax paid totalled £0.5m (2018: £0.1m) and the acquisition of fixed assets absorbed £0.1m (2018: £0.2m). A further cash outflow during the period was the purchase of treasury shares at £0.5m (2018: £nil).

DIVIDEND

The Board was pleased to announce the reinstatement of a dividend payment in the 30 September 2018 results of 0.5p per share which was paid to shareholders in April 2019. Reflecting our confidence in the medium term prospects for the Group and the inherently cash generative nature of our business, the Board recommends the payment of an interim dividend of 0.5p per share for 2019 (2018: £nil).

TRADING PERFORMANCE 

During the six-month period to 31 March 2019 the overall headcount reduced by 5% to 435. The decrease was attributable to both a reduction in administrative staff and a reduction of underperforming fee earning staff in both the ME and APAC regions to ensure our cost base is aligned with the lower activity levels in those markets. Overall staff utilisation*** levels reduced during the period to 76.1% (2018: 81.6%).

The EuAm region delivered revenue growth of 4% to £14.9m and profit growth of 44.8% to £2.0m. Within this the Driver Trett UK business has continued its strong performance from 2018 and mainland Europe performance was excellent with revenue growth of £0.7m to £3.6m resulting in an increase in profit to £0.5m (2018: £0.1m). The UK Driver Project Services business revenue decreased by 9% to £3.0m following the conclusion of a major contract but managed to generate a profit of £0.3m.

Revenue for the ME region decreased by £1.7m to £10.3m. A significant proportion of this decrease (£1.4m) related to Kuwait where a number of significant commissions reached completion and the general manager decided to retire during the period. ME regional profit decreased by £0.9m to £0.4m due to overall lower revenues. Underperformance in UAE and Kuwait during the first half year has been addressed by actions taken to reduce the cost base and this should improve the business contribution in the second half of the year. There has been a good performance in Oman during the first half year with revenue increasing by £0.2m and Qatar continues to perform well.

In the APAC region revenues decreased by £0.9m to £4.5m with the decrease relating to Singapore and Malaysia. Revenue in Singapore has been impacted due to the completion of a number of significant commissions and delays in new commissions. The result for the region was a disappointing loss of £0.6m (2018: profit £0.6m). Action has been taken to significantly reduce the cost base within the region, the benefit of which should be seen in the second half. This resulted in non-recurring costs of £0.2m being expensed in the period up to the half year.

OUTLOOK

Although the first half of 2019 has seen lower activity than expected in some markets we have reacted quickly to re-align the cost base of underperforming businesses in the first half and with enquiry rates at high levels the Group is well placed to record good progress for the remainder of the current financial year. As a result, whilst activity levels during the fourth quarter will be critical to the outcome for the year as a whole, we currently expect to deliver underlying* profit before taxation for the year broadly in line with the guidance set out in our March trading update. The growth of the Diales expert witness and advisory brand continues to be a key objective for the Group across all regions.

On behalf of our senior leadership team of Gordon Wilkinson, Mark Wheeler and David Kilgour, I would particularly like to thank every one of our staff wherever they are in the world for their continued hard work and support for the Group. I should also like to thank all our shareholders, established and new, for their continuing support. The Group will continue to do its utmost to repay the confidence you have shown in the business.

Steven Norris

Non-Executive Chairman

3 June 2019

*  Underlying figures are stated before the share-based payment costs.

**  Net cash consists of cash and cash equivalents, bank loans and finance leases.

*** Utilisation % is calculated by dividing the total hours billed by the total working hours available for chargeable staff

Consolidated Income Statement

Interim report for the six months ended 31 March 2019

* Underlying figures are stated before the share-based payment costs.

Consolidated Statement of Comprehensive Income

Interim report for the six months ended 31 March 2019

Consolidated Statement of Financial Position

Interim report for the six months ended 31 March 2019

Consolidated Cashflow Statement

Interim report for the six months ended 31 March 2019

Consolidated Statement of Changes of Equity

Interim Report for the six months ended 31 March 2019

For the six months ended 31 March 2019 (Unaudited):

For the six months ended 31 March 2018 (Unaudited):

Consolidated Statement of Changes of Equity (continued)

Interim Report for the six months ended 31 March 2019

For the year ended 30 September 2018 (Audited):

(1)  Total equity attributable to the equity holders of the Parent

(2)  'Other reserves' combines the currency reserve and capital redemption reserve. The movement in the current and prior year relates to the translation of foreign currency equity balances and foreign currency non-monetary items.

(3)  The shortfall in the market value of the shares held by the EBT and the outstanding loan is transferred from own shares to retained earnings.

1 BASIS OF PREPARATION

The consolidated interim financial information has been prepared in accordance with the accounting policies that are expected to be adopted in the Group's full financial statements for the year ending 30 September 2019. The Group has adopted the new IFRS 9 and IFRS 15 accounting standards from 1 October 2018.

NEW STANDARDS ADOPTED

IFRS 15 Revenue from Contracts with Customers: replaces IAS 18 Revenue and IAS 11 Construction contracts. The standard establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Revenue is recognised when a customer obtains control of a service and thus, has the ability, to direct the use and obtain the benefits from the goods or service. While this represents significant new guidance, the implementation of this new guidance has not impacted the timing or amount of revenue recognised by the Group. Much of the Group's revenue is based upon defined hourly or daily charge out rates and the work carried out is specific to the customer and project in question. There is a continual flow of benefits to the customer from the services performed and the Group does not operate on a stage payment or key milestone basis. For fixed fee projects, the fee is determined by an estimated amount of hours x the standard rate for the required level of staff for the project. Any expected under recovery from a project's original costing are recognised over the life of the project. The principle of the continual transfer of benefit to the customer remains whether a project is a fixed or variable fee. Revenue recognition is based on a contract by contract basis and the new standard has not significantly affected business practice and management judgements in respect of revenue recognition.

IFRS 9 Financial Instruments: replaces IAS 39 Financial Instruments and covers 3 different areas of potential impact. Part 1 contains new requirements for the classification and measurement of financial assets and liabilities. Part 2 relates to the impairment of financial assets and requires the calculation of impairment on an expected loss basis rather than the current incurred loss basis. Part 3 relates to less stringent requirements for general hedge accounting. Management have conducted a review of the new standard and part 1 and 3 have not impacted the Group on Transition. In part 2, under the "expected credit loss", the Group has adopted a simplified model of recognising lifetime expected credit losses to trade receivables. Due to the forward-looking nature of this new standard, which contrasts with that of IAS 39 where provisions are based on an incurred loss basis, there has been an increase in the provision for trade receivables of £0.95m. This new provision matrix has been calculated based on geographical location of the Group's entities using historical default rates and projecting this forward considering any specific forecasts relating to local economies. When adopting IFRS 9, the Group has applied transitional relief and opted not to restate prior periods with the difference on transition being recognised in retained earnings.

The financial information in this interim report is in compliance with the recognition and measurement principles of IFRS as adopted by the European Union (EU) but does not include all disclosures that would be required under IFRSs. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of this financial information. The financial information for the half years ended 31 March 2019 and 31 March 2018 does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and is unaudited but has been reviewed by our auditors.

The comparative financial information for the year ended 30 September 2018 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2018 have been filed with the Registrar of Companies. The Independent Auditor's Report on that Annual Report and Financial Statements for 2018 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the interim consolidated financial statements.

2 TAXATION

The tax charge on the profit for the half-year ended 31 March 2019 is based on the estimated tax rates in the jurisdictions in which the Group operates, for the year ending 30 September 2019.

3 DIVIDEND

In view of the current trading position, the board recommends the payment of an interim dividend of 0.5p per share for 2019 (2018: £nil).

4 SUMMARY SEGMENTAL ANALYSIS

REPORTABLE SEGMENTS

For management purposes, the Group is organised into three operating divisions: Europe & Americas (EuAm), Middle East (ME) and Asia Pacific (APAC). These divisions are the basis on which the Group is structured and managed, based on its geographic structure. The following key service provisions are provided across all three operating divisions: quantity surveying, planning / programming, quantum and planning experts, dispute avoidance / resolution, litigation support, contract administration and commercial advice / management. Segment information about these reportable segments is presented

below.

(1) Unallocated costs represent Directors' remuneration, administration staff, corporate head office costs and expenses associated with AIM.

5 EARNINGS PER SHARE

6 POST BALANCE SHEET EVENT

There has been no significant event requiring disclosure since 31 March 2019.