REG - Diales PLC - PRELIMINARY RESULTS
03/12/2024 07:00
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RNS Number : 5047O Diales PLC 03 December 2024
Diales Plc
3 December 2024
DIALES Plc
("Diales", "Company" or "Group")
Preliminary Results for the year ended 30 September 2024
Diales Plc (AIM: DIAL), the global specialist dispute avoidance and dispute
resolution consultancy is pleased to announce its Preliminary Results for the
financial year ended 30 September 2024.
Year ended Year ended
30-Sep-24 30-Sep-23 Change
£m £m £m
Revenue 43.0 42.6 0.4
Gross Profit 11.0 10.8 0.2
Gross Profit % 26.6% 25.4% 0.9%
Profit before tax 0.9 0.4 0.5
Add: Non-recurring costs 0.2 0.2 -
Add: Share-based payment charge 0.1 0.4 (0.3)
Underlying* operating profit before tax 1.2 1.0 0.2
Underlying* operating profit before tax % 2.8% 2.3% 0.5%
Basic earnings per share from continuing operations 0.8p 0.2p 0.6p
Profit before tax 0.9 0.4 0.5
Loss from discontinued operations, net of tax (1.0) (0.4) (0.6)
Underlying* loss before tax (0.1) - (0.1)
Net cash 4.3 5.8 (1.5)
Net cash per share 8.1p 11.1p 3.0p
Dividend per share 1.5p 1.5p -
Financial Summary
· Revenue from continuing operations increased by 0.9% to £43.0m
(2023: £42.6m)
· Gross profit increased by 1.9% to £11.0m (2023: £10.8m) and
gross profit margin by 0.9% to 26.6% (2023: 25.4%)
· Underlying* operating profit from continuing operations before
tax increased by 20.0% to £1.2m (2023: £1.0m), a margin of 2.8% (2023: 2.3%)
· Basic earnings per share from continuing operations of 0.8p
(2023: 0.2p)
· Profit before tax increased 125.0% to £0.9m (2023: £0.4m)
· Net cash of £4.3m (2023: £5.8m), a year-on-year decrease, this
is after funding dividends of £0.8m (2023: £0.8m), share buy-back of £0.2m,
tax payments and the planned cessation of a JV agreement in Canada and the
Middle East.
· Cash returned to shareholders during the year of £1.0m via
dividends and share buyback, dividend maintained at 1.5 pence per share (2023:
1.5 pence per share)
Operational Highlights
· Overall utilisation rates stable at 72.6% (2023: 72.5%)
· Europe & Americas (EuAm) reported underlying* profit before
tax for the period of £5.2m (2023: £5.3m), utilisation 72.3% (2023: 72.2%
excluding discontinued)
· Middle East (ME) reported underlying* profit before tax for the
period of £0.3m (2023: loss £0.1m), utilisation 75.8% (2023: 73.8%)
· Asia Pacific (APAC) reported an underlying* loss before tax for
the period of £0.1m (2023: loss £0.2m), utilisation 70.5% (2023: 68.0%)
Capital Allocation
· Our approach to Capital Allocation remains focused on organic
growth, strategic acquisitions and the return of surplus cash to our
shareholders
· In June 2024, the Company initiated a £0.25 million share
buy-back programme to return surplus cash to our shareholders. This programme
continues with the Company having repurchased 810,000 shares at a cost of
£0.2m to date. The Group is actively considering a number of acquisition
opportunities and the Board will review the potential to allocate further cash
to the buyback once the current buyback programme is concluded
Outlook
· Entered FY25 with a strong pipeline of leads, giving confidence
for FY25
· Management focussed on driving improvements in utilisation levels
and margin enhancement
· Real time management information tool to be rolled out to provide
live data on utilisation and support resource planning
· Group's transformation strategy providing a route map to future
growth - brand consolidation to Diales, completed in July 2024, hub and spoke
model now fully implemented across the regions
Mark Wheeler, Chief Executive Officer of Diales, said:
'During FY24 the Group realised an increase in both revenue and profitability.
This is a result of the strategic actions taken last year and the successful
turnaround, strengthened by the delivery of the first year of the four-year
integrated transformation strategy. In particular, the brand consolidation to
Diales, completed in July 2024, has been well received by clients and staff
alike, around the world. I am pleased to report the Board has agreed to return
to market guidance signalling our confidence in the future prospects of the
Group."
* Underlying figures are stated before non-recurring costs, share-based
payment costs and finance costs
Results presentation
Diales Plc will host a presentation for investors on Wednesday 4 December 2024
at 11:00am. Questions can be submitted before and during the online event.
To register for the webinar, please visit this link:
https://www.equitydevelopment.co.uk/news-and-events/diales-investor-presentation-4december2024
(https://www.equitydevelopment.co.uk/news-and-events/diales-investor-presentation-4december2024)
A recording of the presentation will be available shortly afterwards here:
https://www.equitydevelopment.co.uk/research/tag/diales
ENDS
Enquiries:
Diales Plc
Mark Wheeler (CEO) 020 7377 0005
Charlotte Parsons (CFO)
Singer Capital Markets (Nomad & Broker) 020 7496 3000
Jen Boorer
James Todd
Acuitas Communications 020 3745 0293 / 07799 767676
Simon Nayyar simon.nayyar@acuitascomms.com (mailto:simon.nayyar@acuitascomms.com)
Jake Davis jake.davis@acuitascomms.com (mailto:jake.davis@acuitascomms.com)
Chairman's Statement
OVERVIEW
Looking back on my first full year as your Chairman, I am pleased to report
that Diales Plc has enjoyed a year of consolidation, improved underlying
profitability and efficiency gains, building on a well-executed turnaround in
FY23. In FY24, we have laid strong and dependable foundations for future
growth and taken important steps to place our business on a sustainable
footing to deliver growth over coming years. FY24 has seen an improvement in
underlying profit and the achievement of the targets we set ourselves in the
first year of the four-year integrated transformation strategy which the
Company unveiled a year ago. I believe that our shareholders can derive
reassurance from Diales' strengthened financial and operational performance
over the period.
Headwinds in the global economy and continuing inflationary pressures have
been among the more systemic issues facing our management teams around the
world which, by their very nature can in part be mitigated by careful planning
and active management, but not altogether eliminated. The commercial
uncertainties resulting from elections in multiple jurisdictions, including
those in the UK and the US, have been pragmatically managed. The ambitions of
the new governments in the UK and US to invest significantly in infrastructure
may represent opportunities for the Group in future years. Similarly, if there
is to be a resolution to the conflict in Ukraine, I am confident that Diales
will be well positioned to capitalise on the opportunities that extensive
reconstruction of that country's infrastructure would undoubtedly bring.
After a year of successful consolidation and commercial achievement, the
Company is able once more to look forwards and to consider the acquisition of
relevant in-fill skills and expertise to deliver future growth, in a
systematic and disciplined way. We will only progress opportunities where we
are content that these meet all the criteria we have set. Most of all, we will
aim in everything we do to build on the improved profitability of this year,
in order to ensure successful and sustainable trading in FY25 and beyond, in
the best interests of our shareholders.
TRADING PERFORMANCE
In its FY23 results, the Board reported a return to profitable trading, and I
am pleased to report that the Company's underlying performance has improved
further in FY24. The Company's underlying operating profit improved
significantly, increasing from £1.0m in FY23 to £1.2m in FY24.
These results reflect the delivery of the promised benefits arising from the
cost reduction programme which completed at the end of Q1 FY24, and the
progress made during the first year of the four-year integrated transformation
strategy announced in December 2023.
These are respectable results and reflect continuous improvements in the
Company's performance based on its bigger pipeline, stable utilisation across
most regions and the priority we attach to extracting efficiency gains from
the global business. Accordingly, I am pleased to propose a final dividend for
the year of 0.75 pence per ordinary share which, if approved at the next
Annual General Meeting, will equate to 1.5 pence per share paid as dividends
for the full year.
The Company is well positioned for the year ahead. Our cash position at the
end of FY24 remains strong at £4.3m, after dividends and returning cash to
shareholders via a buyback, while our strategy of planned cost and risk
reductions has enabled us to deliver an improved underlying profit in FY24,
compared to the previous year. As I said last year, a key metric for the
business is cash generation and while our business is now trading profitably
on a continuous basis, we remain focused on achieving optimal operational
performance, which I am confident the next three years of fulfilment of our
integrated transformation strategy will deliver.
We said last year that we considered an efficient way of returning value to
shareholders could be through a share buy-back initiative. In June 2024, we
announced a £0.25 million share buy-back programme which has already enjoyed
considerable support and, at the time of writing, the business has acquired
810,000 shares. This programme remains ongoing. The Board will keep its
capital allocation under review and remains focused on organic growth and
strategic acquisitions along with the return of surplus cash to our
shareholders.
STRATEGY
Explained in more detail in the CEO's statement, FY24 has seen us commence the
execution of our integrated transformation strategy for the benefit of our
clients and shareholders. With our principal focus of organic growth and
acquisitions, we remain committed to returning surplus cash to our
shareholders wherever possible and the generation of long-term accretive
value. FY24 began with our objective of simplifying the businesses' branded
offering beneath the Diales name to help clients and prospects better
understand and engage with our business worldwide; implementing a hub and
spoke model for the efficient delivery of outstanding service to our clients
worldwide; resetting our relationships with and between global offices and
management teams; and, by no means least, expanding the breadth, depth and
quality of the Company's service offerings. I am pleased to be able to report
that the business has received very positive feedback on our re-branding to
our premium Diales brand from clients and staff around the world.
We continue with our mission of strengthening our global operating platform to
improve client servicing in order to fulfil our mission of maximising
shareholder value. This year's results provide the clearest possible testimony
that our strategy is working, laying strong and sustainable foundations for
further growth in FY25 and future years.
GOVERNANCE
Diales follow the Quoted Companies Alliance "Corporate Governance Guidelines
for Smaller Quoted Companies" (the QCA Code) and its ten principles. We have
reported against the 2018 version of the QCA Code and have undertaken a 2023
Code gap analysis with One Advisory (our Corporate Governance advisers) that
identified several areas where we have either started to work on or intend to
during FY25 including - corporate culture, ESG KPIs, Audit Committee reporting
and Board succession planning. We intend to report against the 2023 version of
the QCA Code in our next annual report.
PEOPLE
During the last 12 months, I have had the privilege to meet many of the
brilliant and committed people across our global network who make Diales such
a richly rewarding place in which to work and to build careers, and who
exemplify the values of integrity, professionalism, and pursuit of excellence.
We are proud that people around the world see these values as being synonymous
with our business. I would like to take this opportunity to thank all our
staff around the world for the tremendous contribution that they have made
during the period which has, in turn, delivered such positive results at the
end of FY24.
I should like to thank the Board for their continued support. Our CEO, Mark
Wheeler, leads our business with exceptional insight and professional
understanding and our CFO, Charlotte Parsons, who plays a central role in
improving our financial monitoring and forecasting, and I am grateful to each
of them for their leadership.
After 2 years of consolidation and change, the business is now well positioned
to make the most of the opportunities that lie ahead in FY25. Our integrated
transformation strategy promises to unlock significant future efficiency gains
and I am confident that these will lead to further enhancements in our return
of value to our shareholders. I am pleased to report the board has agreed to
return to market guidance signalling our confidence in the future prospects of
the Group.
Chief Executive Officer's Review
INTRODUCTION
I am pleased to report that, in FY24, Diales has continued to make good
progress that builds on the Company's prior performance in FY23. The Company
delivered revenue from continuing operations of £43.0m (2023: £42.6m) and
realised an underlying operating profit of £1.2m in FY24, compared to £1.0m
in FY23.
FY24 marked a year of consolidation and improved trading following the
turnaround that was successfully executed by our team in FY23 which has
delivered enhanced underlying operating profit. This is testimony to the
successful execution of Diales' integrated transformation strategy which is
now starting to deliver for the Company and its shareholders. Our earlier cost
reduction programme was successfully completed by the end of December 2023 and
the benefits of that programme flowed through into Q2 FY24, and as we
anticipated FY24 has seen us go further. We have made reductions in our
operational overheads - savings which have had direct and beneficial effects
on the Company's profitability. The fact that significant progress has been
made and profitability has been strengthened has been a particular achievement
during a period of elevated geopolitical risk, regional conflict and economic
headwinds. Additionally, this has been achieved in spite of operational
challenges that the Company has faced, including issues such as staffing in
the USA and the business failure of two significant clients.
FY24 has witnessed the transitioning of our corporate branding to our premium
Diales brand, making our branding and service lines to clients, introducers
and the market as a whole, simpler, easier to understand and to engage with. I
am pleased to be able to report that the brand consolidation to Diales,
completed in July 2024, has been well received by clients and staff alike,
around the world.
In June 2024, the Company announced its intention to undertake a new share
buy-back programme to give tangible form to the commitment we made last year
to return surplus cash to our shareholders in a cost-efficient way that
delivers long-term benefits to the Group. To date, the business has acquired
810,000 shares at a cost of £0.2m, funded from its existing surplus cash, in
order to return value to our shareholders. The £0.25 million programme has
already achieved a significant measure of success; the programme remains
ongoing and will be subject to board review when the first tranche is
concluded.
As a business working on some of the world's largest and most important
projects, we have made over the past 3 years a significant investment in cyber
security including cyber essentials accreditation to ensure the business and
its clients are properly protected from the continuously evolving threats
posed by a challenging virtual world. We have strengthened our IT systems
considerably during the year and will continue to invest in this area in
future years.
I want to thank our staff whose work has played a critically important role in
taking forward our business and turning in a performance that, besides being
highly conscientious and professional, has also proven that the integrated
transformation strategy which Diales initiated a year ago is beginning to
deliver significant, tangible and continuing improvements in our commercial
performance. It has not only delivered improved profitability but, also,
valuable incremental operational efficiency gains across the Company's global
platform. Last and by no means least, it has earned the enthusiastic support
of our team.
We pride ourselves on having an upfront and inclusive global culture that is
respectful, engaged and focused on client fulfilment and, during FY24, we have
gone further to strengthen and celebrate those key Diales values in order to
support our overall mission of maximising shareholder value.
I should like to thank Shaun Smith for his guidance, encouragement and support
throughout FY24 in his first full year as our Chairman. I should also like to
commend Charlotte Parsons, our Chief Financial Officer, whose seasoned
scrutiny of our financial performance through our now fully integrated ERP IT,
has improved our ability to appraise our operational performance to help drive
improvements in future financial performance.
At the end of FY23 we referred to the significant investments made in
infrastructure projects globally. We remain focused on the opportunities that
the Kingdom of Saudi Arabia, South American and APAC clients can offer our
business and shareholders in FY25 and beyond. We continue to identify and
assess opportunities of strategic interest, but only where we are confident
that there is an appropriate and synergistic fit in terms of value and
management and will only proceed further in circumstances where we consider
all our key criteria are met.
OVERALL TRADING ENVIRONMENT
FY24 has witnessed a period of geopolitical change as a consequence of over 70
elections worldwide, including in territories in which Diales operates or
provides service to clients. Elections have included both the UK and US which
have each witnessed substantial political change, as well as European
Parliamentary elections that have taken place over our footprint of EU
offices. Dynamic public policy and regulatory change inevitably has the
potential to have a bearing on our overall operational performance and the
future environment in which our business trades.
The recent change of government in the UK and its first Budget has also
created challenges with increased National Insurance costs materially
affecting our UK operations through increased payroll costs. The Company is
now putting in place the necessary steps ahead of the implementation of the
Budget measures from April 2025 in order to ensure the business can mitigate
the additional costs as far as possible. Management do, however see
significant opportunities from the UK government's commitment to spending on
hospitals, schools and infrastructure, which are expected to benefit the core
UK business over the medium to longer term.
Similarly, we anticipate that the change of administration in the US in
January 2025 is set to unlock significant medium term opportunities for
structural infrastructure upgrade, particularly in the energy sector.
An early stabilisation of the conflict in the Ukraine region in HY FY25 would
bring with it significant requirements for reconstruction and a potential need
for our services.
REGIONAL BREAKDOWN
EUROPE AND AMERICAS
As a consequence of in-market operational issues, the Company has decided to
retrench from its New York office. Diales' Canada business and footprint
remains unaffected by this short-term resource-based issue. For the time
being, future opportunities in Latin America will be managed from the
Company's office in Madrid.
The cost of doing business in New York is high and some staffing issues early
in FY24 had a negative impact on the Group. Accordingly, staff are expected to
exit with local management in an agreed and orderly way, in order to ensure
efficient cash collection for the Group and effective and timely fulfilment of
existing local client requirements. The Group considers that this early and
decisive action reflects the business's ability and willingness to take
proactive steps in the way envisioned in the integrated transformation
strategy and guided by more accurate and timely financial data and reporting.
FY24 has witnessed a period of satisfactory trading and consolidation across
European markets, with our businesses in Germany, France and the Netherlands
returning a decent trading performance in spite of economic headwinds
affecting the Eurozone. In addition, there has been some commendable growth
achieved in Spain. We expect to see further sustained growth in FY25 with
additional hires planned in Germany, the Netherlands, France and Spain in
order to strengthen further our offering and our ability to service clients
and pipeline.
Retrenching our presence in New York will bring more growth to Spain in view
of the language opportunities that come from the Latin American market, to
which we continue to attach importance. This will involve the addition of some
Portuguese speaking staff to work on projects in Brazil.
Our Driver Project Services business in the UK has enjoyed another year of
notable achievement, with further growth that has exceeded what was originally
forecast.
Industrial clients in the North-East continue to require high quality
project-related support and the business is, therefore, now uniquely
differentiated from the wider Group by continuing to operate under the trading
name of Driver Project Services, while the rest of the global platform now
trades as Diales.
The UK business performed in line with expectations in the year; but it is a
testimony to the business' continuing strength, vitality and resolution that
it would have been significantly further ahead, had it not been for two
disappointing client insolvencies which occurred in Q4 FY24.These were
well-publicised large entities in the construction sector and, whilst advance
warning was not available to us, quick thinking and decisive early action by
management enabled the impact of the two business failures to be substantially
mitigated.
There is now underlying strength to the business, providing secure foundations
for future performance gains in FY25. It is with this in mind, therefore, that
the business has hired two new testifying experts in the Project Management
and Mechanical engineering departments in the expectation of economic growth
and contingent demand for consulting services, and it continues to seek to
acquire the best talent in the marketplace, confident of its ability to
compete effectively, support further organic growth next year and deliver for
our shareholders.
ASIA PACIFIC
Our presence in APAC is now streamlined through a regional footprint of
offices in Singapore, Seoul and in Australia (ie Perth, Sydney, Brisbane). The
wider region is served from these spokes within the hub and spoke model that
was a central feature of our integrated transformation strategy announced in
FY23 and which is now delivering for the Group. Australia has had a reasonable
year despite some regional headwinds and I am pleased to report that Singapore
has now turned around and returned a very creditable year of profitable
trading. Seoul has rapidly developed into a strategically important new
business spoke for the region and, in addition, continues to be used to win
work in the Middle East and APAC regions for our Korean clients. In order to
service this pipeline of valuable leads and converting business, some of our
staff are based in Seoul and utilise further support from other areas of our
global business.
MIDDLE EAST
Diales' Middle East business is now structured around regional hubs in Dubai /
Abu Dhabi, Qatar and the Kingdom of Saudi Arabia (KSA). The legacy operations
in Oman and Kuwait are going through an orderly process of winding down,
leading to eventual closure. I am pleased to report that the region as a whole
has continued to trade profitably and work has been shared around the region's
offices in an efficient and seamless way. KSA continues to act as a regional
magnet for infrastructure spend with recent reports suggesting that contracts
awarded in the construction, industrial and transport sectors now approaches
USD 150 billion. Our Qatar office is winning international work all over the
globe.
Through intelligent planning and a lean team which we currently have no plans
to increase, we are well positioned to make the most of continuing growth in
and from the region. Our careful monitoring of work and pipeline emanating
from, in particular, KSA requires the precise matching of resources to local
opportunities, which I am pleased to report that we are well positioned to
develop strongly and sustainably in FY25.
Full integration through the offices, effectively acting as one Middle East
business has now been achieved, and I am grateful to the excellent management
team we have in place.
CURRENT TRADING
The Group has delivered a significant improvement in underlying* operating
profit of £1.2m, compared to £1.0m in FY23. In the face of significant
geopolitical, commercial, fiscal and operational risk, I believe we have
delivered a highly respectable set of full year numbers.
Staff retention levels have continued to be strong. More efficient servicing
of clients delivered through the integrated transformation strategy across our
global platform has improved the competitiveness of our offering and the
effectiveness of our client servicing and client retention in a way that
positions us well for FY25.
Continued vigilance on cash collection, assisted by improved financial
reporting, has ensured that our cash position has strengthened significantly
to £4.3m compared to £3.6m at the FY24 Interim Results. Whilst this is a
decrease year on year of £1.5m (2023: £5.8m), this is after funding dividend
payments of £0.8m (2023: £0.8m), share buy-back of £0.2m, tax payments and
the planned cessation of a JV agreement in Canada and the Middle East.
DIVIDEND
I am pleased to report a proposed final dividend to shareholders at 0.75 pence
per share, which if approved at the forthcoming Annual General Meeting will
make 1.5 pence per share paid as dividends for the year.
CAPITAL ALLOCATION
The business's framework objective continues to be to generate growing levels
of cash each year, predicated on trading profitably, which we do year on year.
Our approach to Capital Allocation remains focused on organic growth,
strategic acquisitions and the return of surplus cash to our shareholders.
In June 2024, the Company initiated a new £0.25 million share buy-back
programme that delivered on its promise to repatriate surplus cash to our
shareholders and this programme continues. The Group is actively considering a
number of acquisition opportunities and the Board will review the potential to
allocate further cash to the buyback once the first tranche is concluded.
OUTLOOK
We have entered FY25 with a strong pipeline of leads, a more stable trading
environment and a clear direction of travel in terms of public policy in the
UK and the USA. Both incoming governments have publicly stated their
commitment to investment in infrastructure and, in the US, to energy. In these
markets and other adjacent ones, there are opportunities for the advisory
services provided by Diales.
Following a successful turnaround, and strengthened by the delivery of the
first year of the four-year integrated transformation strategy that was
announced last year, Diales is now exceptionally well positioned to meet the
challenges and exploit the opportunities of FY25.
The executive team is focused on extracting continuous efficiency gains for
the business and our shareholders; refining our strategy to keep the business
highly competitive over coming years; and implementing an ongoing process of
incremental improvements in utilisation levels and margin enhancement. We
believe that running our global business with continuously improving levels of
cost-effectiveness and accountability whilst simultaneously providing our
clients with exceptional levels of client servicing is a winning formula for
growing our business and pipeline. This will ensure that our integrated
transformation strategy not only meets the objectives that we have set
ourselves over the coming three years, but also provides a route map to even
greater success and achievement.
We see prospects for the business and our clients in FY25 and the longer term
as very promising for Diales. I am pleased to report the Board has agreed to
return to market guidance, signalling our confidence in the future prospects
of the Group.
Chief Financial Officer's Review
INCOME STATEMENT 2024 2023
£m £m
Revenue 43.0 42.6
Cost of sales (31.4) (31.8)
Impairment movement (0.6) -
Gross Profit 11.0 10.8
Administrative expenses (10.1) (10.4)
Other operating income - -
Underlying* operating profit 1.2 1.0
Non-recurring costs (0.2) (0.2)
Share-based payment charges and associated costs (0.1) (0.4)
Operating profit 0.9 0.4
Finance income - 0.1
Finance costs - (0.1)
Profit before Taxation 0.9 0.4
Tax expense (0.5) (0.3)
Profit from continuing operations 0.4 0.1
Loss from discontinued operations (1.0) (0.4)
Loss for the year (0.6) (0.3)
The key financial metrics are as follows:
KEY METRICS 2024 2023
Revenue £43.0m £42.6m
Gross Margin % 26.6% 25.4%
Underlying* operating £1.2m £1.0m
profit
Loss for the year £(0.6)m £(0.3)m
Cash balance £4.3m £5.8m
Utilisation Rates*** 72.6% 72.5%
Basic profit per share 0.8p 0.2p
from continuing operations
Net cash per share** 8.1p 11.1p
* Underlying figures are stated before the share-based payment costs and
non-recurring costs
**Net cash consists of cash and cash equivalents
***Utilisation % is calculated by dividing the total hours billed by the total
working hours available for chargeable staff
Revenue from continuing operations increased by 0.9% to £43.0m (2023:
£42.6m). Gross profit margin increased by 0.9% to 26.6% (2023: 25.4%), a
£0.2m increase to £11.0m (2023: £10.8m). This resulted in an increase in
underlying operating profit of 20.0% to £1.2m (2023: £1.0m). There was a
decrease in net cash year on year to £4.3m (2023: £5.8m), after funding
dividend payments of £0.8m (2023: £0.8m), share buy-back, tax payments and
the planned cessation of a JV agreement in Canada and the Middle East.
The UK and Europe region revenue increased to £34.1m (2023: £32.7m) with a
slightly reduced segmental underlying operating profit pre-central cost
recharge of £5.2m (2023: £5.4m). This was driven by increased revenues in
the UK of 8.3% to £26.0m (2023: £24.0m) and a decrease in revenues in
mainland Europe of 8.0% to £8.1m (2023: 8.8m).
Revenue in Canada decreased by 25.0% to £0.6m (2023: £0.8m). The segmental
underlying operating loss pre-central cost recharge was £0.2m, due to some
exceptional staffing issues (2023: £Nil).
The ME region saw revenue increase during the year by 14.3% to £4.8m (2023:
£4.2m). The segmental underlying operating profit pre-central cost recharge
for the region was a turnaround of £0.4m to a profit of £0.3m (2023: loss
£0.1m).
The APAC region saw revenues increase by 20.7% to £3.5m (2023: £2.9m). The
segmental underlying operating loss pre-central cost recharge for the region
was £0.1m, due to market challenges (2023: loss £0.2m).
The profit before tax increased 125.0% to £0.9m (2023: £0.4m) after
non-recurring costs of £0.2m (2023: £0.2m), charge for share-based payments
of £0.1m (2023: £0.4m) and net finance income of £Nil (2023: £0.1m).
There was a loss from discontinued operations of £1.0m (2023: £0.4m)
relating mainly to the USA (£0.5m), Oman (£0.2m), Kuwait (£0.3m)
The utilisation*** rate of chargeable staff across the continuing business as
a whole for the year remained stable at 72.6% (2023: 72.5%). Across the
regions this was 72.3% in EuAm (2023: 72.2%), 75.8% in the Middle East (2023:
73.8%) and 70.5% in APAC (2023: 68.0%).
NET WORKING CAPITAL
Net cash** decreased, closing the year at £4.3m (2023: £5.8m) with a
decrease in net working capital following a decrease in outstanding debtors
and a decrease in creditors.
TAXATION
The Group incurred a tax charge of £0.5m (2023: £0.3m). The tax charge
includes the effects of expenses not deductible for tax purposes and is
calculated at the prevailing rates for the jurisdictions in which the Group
operates.
EARNINGS PER SHARE
The basic loss per share was 1.2p (2023: loss 0.6p).
Underlying* basic earnings per share was 1.4p (2023: 1.4p).
CASH FLOW
There was a net cash inflow from operating activities before changes in
working capital of £1.0m (2023: £1.0m), including the current year benefit
of £0.6m (2023: £0.6m) from the amortisation of right of use assets under
IFRS16. The movement also reflects the reported loss for the year of £0.6m
(2023: loss £0.3m) after depreciation of £0.2m (2023: £0.2m). There was a
decrease of £0.2m in trade and other receivables (2023: decrease of £6.2m)
reflecting the continuing strong debt collection, and a decrease in trade and
other payables of £0.4m (2023: decrease £4.7m) resulting in a net cash
inflow from operating activities of £0.4m (2023: £2.4m). Net tax paid in the
year was £0.4m (2023: £0.2m).
There was a net cash outflow from investing activities of £0.1m (2023: £Nil)
which relates to office relocations and IT spend.
CASH FLOW £m
Net cash** at 30 September 2023 5.8
Operating cash flow before changes in working capital 1.0
Decrease in Trade and other receivables 0.2
Decrease in Trade and other payables (0.4)
Tax paid (0.4)
Net cash inflow from operating activities 0.4
Net interest received 0.0
Net Capital spend (0.1)
Dividends paid (0.8)
Purchase of Treasury shares (0.1)
Repayment of leases (0.6)
Effects of Foreign Exchange (0.3)
Net cash** at 30 September 2024 4.3
Net cash flow from financing activities was an outflow of £1.5m (2023:
£1.5m) with the current year reflecting the dividends paid of £0.8m (2023:
£0.8m), purchase of treasury shares £0.1m (2023: Nil) and lease repayments
under IFRS 16 of £0.6m (2023: £0.7m).
LIQUIDITY AND GOING CONCERN
The Group continues to be in a strong financial position. At the year-end the
Group had net cash balances of £4.3m (2023: £5.8m) which is appropriate for
the Group's operating requirements going forward. During the year management
agreed a £1m overdraft facility with Barclays and will be transitioning the
UK banking across over the coming months.
The Directors have completed a review of the Group's financial forecasts for a
period of twelve months from the date of approving these financial statements.
This review included sensitivity analysis and stress tests which took account
of reasonable and foreseeable scenarios. Under all scenarios modelled, the
Directors anticipate that any funding needs required would be sufficiently
covered by the existing cash reserves. As such the Directors have a reasonable
expectation that the Group has sufficient resources to meet its obligations
when they fall due for at least twelve months from the date of signing this
report and hence these financial statements include information prepared on a
going concern basis.
DIVIDENDS
The Directors propose a final dividend for 2024 of 0.75p per share (2023:
0.75p per share) in addition to the interim dividend paid in October 2024 of
0.75p per share (2023: 0.75p). This will be paid on 10 April 2025 to
shareholders who are on the register of members at the close of business on 28
February 2025, with an ex-dividend date of 27 February 2025, subject to
approval at the Group's Annual General Meeting.
Consolidated Income Statement
For the year ended 30 September 2024
2024 2023
£000 £000
REVENUE 42,966 42,633
Cost of sales (31,449) (31,800)
Impairment movement (553) (55)
GROSS PROFIT 10,964 10,778
Administrative expenses (10,084) (10,452)
Other operating income - 47
Underlying* operating profit 1,183 998
Non-recurring operational costs (171) (255)
Share-based payment charges and associated costs (132) (370)
OPERATING PROFIT 880 373
Finance income 45 129
Finance costs (9) (63)
PROFIT BEFORE TAXATION 916 439
Tax expense (490) (314)
PROFIT FROM CONTINUING 426 125
OPERATIONS
Loss from discontinued operations, net of (1,043) (461)
tax
LOSS FOR THE YEAR (617) (336)
Loss attributable to non-controlling interest from continuing operations - -
Loss attributable to non-controlling interest from discontinued operations - -
Profit attributable to equity shareholders of the Parent from continuing 426 125
operations
Loss attributable to equity shareholders of the Parent from discontinued (1,043) (461)
operations
(617) (336)
Basic loss per share attributable to equity shareholders of the Parent (pence) (1.2)p (0.6)p
Diluted loss per share attributable to equity shareholders of the Parent (1.2)p (0.6)p
(pence)
Basic earnings per share attributable to equity shareholders of the Parent 0.8p 0.2p
(pence) from continuing operations
Diluted earnings per share attributable to equity shareholders of the Parent 0.8p 0.2p
(pence) from continuing operations
* Underlying figures are stated before the share-based payment costs and
non-recurring operational costs.
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2024
2024 2023
£000 £000
LOSS FOR THE YEAR (617) (336)
Other comprehensive income: (292)
Items that could subsequently be reclassified to the Income Statement:
Exchange differences on translating foreign operations
431
OTHER COMPREHENSIVE (LOSS)/PROFIT FOR THE YEAR NET OF TAX (292) 431
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (909) 95
Total comprehensive income attributable to: (909)
Owners of the Parent - 95
Non-controlling interest -
(909) 95
Consolidated Statement of Financial Position
As at 30 September 2024
2024 2023
£000 £000 £000 £000
NON-CURRENT ASSETS
Goodwill 2,969 2,969
Property, plant and equipment 318 351
Intangible asset 630 714
Right of use asset 752 1,140
Deferred tax asset 165 247
4,834 5,421
CURRENT ASSETS
Trade and other receivables 13,878 14,033
Current tax receivable - 69
Cash and cash equivalents 4,254 5,833
18,132 19,935
TOTAL ASSETS 22,966 25,356
CURRENT LIABILITIES
Lease creditor (492) (539)
Trade and other payables (7,715) (8,052)
Current tax payable (186) -
(8,393) (8,591)
NON-CURRENT LIABILITIES
Lease creditor (238) (618)
Deferred tax liabilities (167) (160)
(405) (778)
TOTAL LIABILITIES (8,798) (9,369)
NET ASSETS 14,168 15,987
SHAREHOLDERS' EQUITY
Share capital 216 216
Share premium 11,496 11,496
Merger reserve 1,055 1,055
Currency reserve (1,242) (950)
Capital redemption reserve 18 18
Treasury shares (1,661) (1,525)
Retained earnings 4,285 5,676
Own shares (3) (3)
TOTAL SHAREHOLDERS' EQUITY 14,164 15,983
NON-CONTROLLING INTEREST 4 4
TOTAL EQUITY 14,168 15,987
Consolidated Cash Flow Statement
For the year ended 30 September 2024
2024 2023
£000 £000
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) for the year (617) (336)
Adjustments for:
Depreciation 142 162
Exchange adjustments 58 (79)
Amortisation of right of use asset 604 611
Amortisation of intangible asset 84 84
Finance expense (36) (66)
Tax expense 671 314
Equity settled share-based payment charge(1) 15 319
OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL AND PROVISIONS 921 1,009
Decrease/(increase) in trade and other receivables 155 6,246
Increase/(decrease) in trade and other payables (340) (4,722)
CASH GENERATED IN OPERATIONS 736 2,533
Tax paid (380) (172)
NET CASH INFLOW FROM OPERATING ACTIVITIES 356 2,361
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received 45 129
Acquisition of property, plant and equipment (123) (143)
Proceeds from the disposal of property, plant and equipment (23) -
Acquisition of intangible assets - -
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (101) (14)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid (3) (63)
Repayment of borrowings - -
Proceeds of borrowings - -
Repayment of lease liabilities (621) (676)
Purchase of Treasury shares (136) -
Dividends paid to equity shareholders of the Parent (789) (785)
NET CASH OUTFLOW FROM FINANCING ACTIVITIES (1,549) (1,524)
Net (decrease)/increase in cash and cash equivalents (1,294) 823
Effect of foreign exchange on cash and cash equivalents (285) 79
Cash and cash equivalents at start of period 5,833 4,931
CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,254 5,833
Consolidated Statement of Changes in Equity
For the year ended 30 September 2024
Share capital Share premium Treasury shares Merger reserve Other reserves((2)) Retained earnings Own shares((3)) Non- controlling interest Total Equity
Total((1))
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000
OPENING BALANCE AT 1 OCTOBER 2022 216 11,496 (1,525) 1,055 (1,363) 6,478 (3) 16,354 4 16,358
(Loss) for the year - - - - - (336) - (336) - (336)
Other comprehensive loss for the year - - - - 431 - - 431 - 431
Total comprehensive loss for the year - - - - 431 (336) - 95 - 95
Dividends - - - - - (785) - (785) - (785)
Share-based payment((4)) - - - - - 319 - 319 - 319
Purchase of Treasury shares - - - - - - - - - -
CLOSING BALANCE AT 30 SEPTEMBER 2023 216 11,496 (1,525) 1,055 (932) 5,676 (3) 15,983 4 15,987
OPENING BALANCE AT 1 OCTOBER 2023 216 11,496 (1,525) 1,055 (932) 5,676 (3) 15,983 4 15,987
(Loss) for the year - - - - - (617) - (617) - (617)
Other comprehensive income for the year - - - - (292) - - (292) - (292)
Total comprehensive loss for the year - - - - (292) (617) - (909) - (909)
Dividends - - - - - (789) - (789) - (789)
Share-based payment((4)) - - - - - 15 - 15 - 15
Purchase of Treasury shares - - (136) - - - - (136) - (136)
CLOSING BALANCE AT 30 SEPTEMBER 2024 216 11,496 (1,661) 1,055 (1,224) 4,285 (3) 14,164 4 14,168
(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. Explanatory details for these reserves are disclosed in
note 22.
(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.
(4) The amount stated reflects only the share-based payment charge and
does not include the associated costs that are included within the amount
stated on the consolidated Income Statement.
BASIS OF PREPARATION
The Financial Statements have been prepared under the historical cost
convention, as modified by the revaluation of certain assets, and in
accordance with Applicable Accounting Standards.
The Financial Statements have been prepared on a going concern basis. In
reaching their assessment, the Directors have considered a period extending at
least twelve months from the date of approval of this financial report.
The Directors have prepared cash flow forecasts covering a period of more than
12 months from the date of releasing these financial statements. This
assessment has included consideration of the forecast performance of the
business for the foreseeable future, the cash and financing facilities
available to the Group. At 30 September 2024 the Group had cash reserves of
£5.3m. The strong cash position was after a year of turnaround within the
Group. The group reported a loss of £0.6m, however, profit from continuing
operations was £0.4m.
The Directors have also prepared a stress case scenario that demonstrates the
Group's ability to continue as a going concern even with a significant drop in
revenues and limited mitigating cost reduction to re-align with the revenue
drop.
Based on the cash flow forecasts prepared including appropriate stress
testing, the Directors are confident that any funding needs for at least 12
months from the date of signing the report required by the business will be
sufficiently covered by the existing cash reserves. As such these Financial
Statements have been prepared on a going concern basis.
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). This has remained unchanged from the previous year. 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.
Europe & Americas Middle East Asia Pacific Eliminations Unallocated Continuing Discontinued
YEAR ENDED 30 SEPTEMBER 2024 £000 £000 £000 £000 £000 £000 £000
Total external revenue 34,644 4,848 3,474 - - 42,966 1,619
Total inter-segment revenue 1,513 1,525 68 (3,106) - - -
Total revenue 36,157 6,373 3,542 (3,106) - 42,966 1,619
Segmental profit/(loss) pre central cost charge 5,176 326 (119) - (4,324) 1,059 (693)
Central cost charge (3,704) (364) (281) - 4,473 124 (124)
Segmental profit/(loss) 1,472 (38) (400) - 149 1,183 (817)
Unallocated corporate expenses((1)) - - - - - - -
Share-based payments charge and associated costs - - - - (132) (132) -
Non-recurring operational costs - - - - (171) (171) -
Operating profit/(loss) 1,472 (38) (400) - (154) 880 (817)
Finance income - - - - 45 45 -
Finance expense - - - - (9) (9) -
Profit/(loss) before taxation 1,472 (38) (400) - (118) 916 (817)
Taxation - - - - (490) (490) (226)
Profit/(loss) for the period 1,472 (38) (400) - (608) 426 (1,043)
OTHER INFORMATION
Non current assets 3,207 50 21 - 1,402 4,680 154
Reportable segment assets 14,398 3,118 2,282 - 2,111 21,909 1,057
Capital additions((2)) 495 2 14 - - 511 -
Depreciation and amortisation 710 24 8 - - 742 4
(1) Unallocated costs represent Directors' remuneration (the audited
Directors' remuneration report can be found on page 42 of these financial
statements), administration staff, corporate head office costs and expenses
associated with AIM. (2) Capital additions comprise additions to property,
plant and equipment and intangible assets. No client had revenue exceeding 10%
of the Group's revenue in the year to 30 September 2024.
Europe & Americas Middle East Asia Pacific Eliminations Unallocated Continuing Discontinued
YEAR ENDED 30 SEPTEMBER 2023 £000 £000 £000 £000 £000 £000 £000
Total external revenue 35,574 4,220 2,927 (88) - 42,633 1,893
Total inter-segment revenue 998 388 473 (1,859) - - -
-Total revenue 36,572 4,608 3,400 (1,947) - 42,633 1,893
Segmental profit/(loss) pre central cost charge 5,285 (88) (239) - (3,685) 1,273 (325)
Central cost charge (3,057) (288) (204) - 3,685 136 (136)
Segmental profit/(loss) 2,228 (376) (443) - - 1,409 (461)
Unallocated corporate expenses((1)) - - - - (411) (411) -
Share-based payments charge and associated costs - - - - (370) (370) -
Non-recurring operational costs (76) (179) - - - (255) -
Operating profit/(loss) 2,152 (555) (443) - (781) 373 (461)
Finance income - - - - 129 129 -
Finance expense - - - - (63) (63) -
Profit/(loss) before taxation 2,152 (555) (443) - (715) 439 (461)
Taxation - - - - (314) (314) -
Profit/(loss) for the period 2,152 (555) (443) - (1,029) 125 (461)
OTHER INFORMATION
Non current assets 3,285 78 16 - 1,888 5,267 155
Reportable segment assets 17,867 3,495 1,715 - 1,307 24,384 1,379
Capital additions((2)) 1,173 14 8 - - 1,195 -
Depreciation and amortisation 570 30 8 - - 608 4
(1) Unallocated costs represent Directors' remuneration (the audited
Directors' remuneration report can be found on page 42 of these financial
statements), administration staff, corporate head office costs and expenses
associated with AIM. (2) Capital additions comprise additions to property,
plant and equipment and intangible assets. No client had revenue exceeding 10%
of the Group's revenue in the year to 30 September 2023.
GEOGRAPHICAL INFORMATION
2024 2023
EXTERNAL REVENUE BY LOCATION OF CUSTOMERS (CONTINUED AND DISCONTINUED £000 £000
OPERATIONS)
United Kingdom 20,823 20,975
United Arab Emirates 4,139 1,532
Netherlands 3,332 4,221
Germany 3,067 2,987
Australia 2,371 2,464
France 1,861 1,509
United States 1,803 1,937
Singapore 1,213 1,321
South Korea 953 124
Italy 777 830
Saudi Arabia 709 1,700
Spain 573 433
Canada 526 801
Turkey 454 -
Sweden 376 8
Chile 372 54
Qatar 247 129
Ireland 178 7
South Africa 106 195
Oman 59 1,948
Ecuador 56 52
Peru 47 70
Belgium 40 284
Libya 19 42
Norway - 99
Serbia - 87
Indonesia - 31
Malaysia - 116
Kuwait - 68
Hong Kong - 67
Other countries 484 435
44,585 44,526
GEOGRAPHICAL INFORMATION OF NON-CURRENT ASSETS
2024 2023
£000 £000
UK 4,543 5,019
Oman 113 124
UAE 28 49
Singapore 10 6
Qatar 21 29
Malaysia 32 31
Kuwait - -
Hong Kong - 32 - 91
Netherlands - 3
France 10 10
Australia 2 3
Canada 8 13
USA 8 7
Spain 26 37
Germany - -
Saudi Arabia 1 -
South Korea
4,834 5,422
ANALYSIS OF THE TAX CHARGE
The tax charge on the profit for the year is as follows:
2024 2023
£000 £000
Current tax:
UK corporation tax on profit for the year 290 153
Non-UK corporation tax 102 335
Adjustments to the prior period estimates 22 (110)
414 378
Deferred tax:
Origination and reversal of temporary differences (note 17) 76 (64)
Tax charge for the year 490 314
FACTORS AFFECTING THE TAX CHARGE
The tax assessed for the year varies from the standard rate of corporation tax
in the UK. The difference is explained below:
2024 2023
£000 £000
Profit/(loss) before tax 98 (22)
Expected tax charge based on the standard average rate of corporation tax in 229 (5)
the UK of 25% (2023: 22%)
Effects of:
Expenses not deductible 61 2,475
Deferred tax - other differences (note 17) 76 (65)
Share options exercised (64) 59
Foreign tax rate differences 2 (1,240)
Adjustment to prior period estimates 22 (110)
Utilisation of losses (80) (865)
Unprovided losses 244 65
Tax charge for the year 490 314
FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
The Corporation tax rate for the year ended 30 September 2024 was 25%. No
factors noted that would impact future charges.
EARNINGS PER SHARE
2024 2023
£000 £000
Profit/(loss) for the financial year attributable to equity shareholders (617) (336)
Non-recurring operational costs 171 255
Share-based payment charges and associated costs (note 18) 132 370
Loss from discontinued operations 1,043 461
Underlying profit for the year before share-based payments, non-recurring 729 750
operational costs and loss from discontinued operations
Weighted average number of shares:
- Ordinary shares in issue 53,962,868 53,962,868
- Shares held by EBT (3,677) (3,677)
- Treasury shares (1,169,536) (1,520,488)
Basic weighted average number of shares 52,789,655 52,438,703
Effect of Employee share options 866,671 1,625,179
Diluted weighted average number of shares 53,656,326 54,063,882
Basic (loss)/earnings per share (1.2)p (0.6)p
Diluted (loss)/earnings per share (1.2)p (0.6)p
Underlying basic earnings per share before share-based payments, non-recurring 1.4p 1.4p
operational costs and loss from discontinued
operations
Basic earnings per share attributable to equity shareholders of the parent 0.8p 0.2p
(pence) from continuing operations
Diluted earnings per share attributable to equity shareholders of the parent 0.8p 0.2p
(pence) from continuing operations
NON-RECURRING ITEMS
2024 2023
£000 £000
Onerous lease (release)/provision on Haslingden office - (40)
Severance payments 104 91
Legacy Middle East debt collection legal costs 39 121
Legacy work in progress write off - 58
Employment claim legal costs 28 25
171 255
TRADE AND OTHER RECEIVABLES
2024 2023
£000 £000
Trade receivables 11,952 12,222
Other receivables 637 292
Prepayments 1,168 1,356
Accrued income 121 163
13,878 14,033
TRADE AND OTHER PAYABLES
2024 2023
£000 £000
Trade payables 1,747 2,390
Social security and other taxes 1,252 1,667
Other payables 1,958 966
Accrued expenses 2,758 3,029
7,715 8,052
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Some asset and liability amounts reported in the Consolidated Financial
Statements contain a degree of management estimation and assumptions. There is
therefore a risk of significant changes to the carrying amounts for these
assets and liabilities within the next financial year. The estimates and
assumptions are made on the basis of information and conditions that exist at
the time of the valuation.
The following are considered to be key accounting estimates:
IMPAIRMENT REVIEWS
Determining whether intangible assets including goodwill are impaired requires
an estimation of the value in use of the cash generating units to which the
intangible asset or goodwill has been allocated. The value in use calculation
requires an entity to estimate the future cash flows expected to arise from
the cash generating unit and a suitable discount rate in order to calculate
present value. An impairment review test has been performed at the reporting
date and no impairment is required. Further details can be found in note 12.
RECEIVABLES IMPAIRMENT PROVISIONS
The amounts presented in the Consolidated Statement of Financial Position are
net of allowances for doubtful receivables, estimated by the Group's
management based on the expected credit loss within IFRS 9. This is calculated
using a simplified model of recognising lifetime expected losses based on the
geographical location of the Group's entities and considers historical default
rates, projecting these forward taking into account any specific debtors and
forecasts relating to local economies. At the Statement of Financial Position
date, a £1,793,000 (2023: £2,960,000) provision was required. If
management's estimates changed in relation to the recoverability of specific
trade receivables the provision could increase or decrease. Any future
increase to the provision would lead to a corresponding increase in reported
losses and a reduction in reported total assets.
REVENUE RECOGNITION ON FIXED FEE PROJECTS
Where the Group enters into a formal fixed fee arrangement revenue is
recognised by reference to the stage of completion of the project. The stage
of completion will be estimated by the Group's management based on the Project
Manager's assessment of the contract terms, the time incurred and the
performance obligations achieved and remaining.
POST BALANCE SHEET EVENTS
There have been no significant events requiring disclosure since 30 September
2024.
END
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