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RNS

Full Year Results

Released 07:21 06-Jun-2018

RNS Number : 4552Q
Alpha Fin Markets Consulting plc
06 June 2018
 

6 June 2018

 

Alpha Financial Markets Consulting plc

 

("Alpha", the "Company" or the "Group")

Alpha Financial Markets Consulting plc (AIM:AFM), a leading global provider of specialist consultancy services to the asset and wealth management industry, is pleased to report its audited results for the 12 months ended 31 March 2018 (FY18). This constitutes the Group's first annual results as a public company, following admission of the Group to trading on AIM on 11 October 2017.

 

 

A YEAR OF STRONG PERFORMANCE AND A CONFIDENT OUTLOOK

 

Financial Highlights

 

·      Group revenue increased by 51.5% to £66.0m (FY17: £43.6m)

·      Group adjusted EBITDA increased by 62.9% to £13.9m (FY17: £8.6m)

·      Group adjusted operating profit increased by 65.0% to £13.6m (FY17: £8.3m)

·      Strong cash generation from operating activities of £11.3m (FY17: £4.3m)

·      Recommending a final dividend per share of 3.69p, bringing total dividend for the year to 5.17p inclusive of the previously paid 1.48p interim dividend

·      Exceptional non-recurring items in the period included costs of AIM admission, costs relating to the acquisition of TrackTwo GmbH and costs related to a successful secondment programme into the Group's US offices

 

Operating Highlights

 

·      Establishment of first Alpha office in Asia, in Singapore

·      Acquisition and successful integration of TrackTwo GmbH

·      Launch of two new practice areas: Digital and Alpha Data Solutions

·      Continued investment in the highest calibre of people; number of consultants grew by 27% compared to FY17

·      Addition of five directors to reinforce the management team and further support future growth

 

  

Commenting on the results, Euan Fraser, Global Chief Executive Officer said:

 

"We are delighted to be reporting on the most successful year in Alpha's history. Alpha has continued to achieve growth in all its core markets of the UK, Europe & Asia, and the US, with revenue increasing by 51.5% to £66.0m and adjusted EBITDA by 62.9% to £13.9m, ahead of market expectations. These results reflect the exceptionally hard work of our talented team.

 

We were pleased with the success of our IPO and admission to AIM in October, and take great confidence from our first eight months of trading as a public company. We have continued to invest in geographic expansion and extending Alpha's service offering, responding to a strong pipeline and unwavering client demand.

 

Looking ahead, the structural industry drivers of cost pressure and regulatory change, along with increasing assets under management, create significant opportunities for future growth. The Group is well positioned to leverage its recent performance in the financial year ahead."

 

Enquiries:

Alpha Financial Markets Consulting plc                     

Euan Fraser, Global Chief Executive Officer

John Paton, Chief Financial Officer

 

Temple Bar Advisory (Financial Public Relations)

Alex Child-Villiers                                                           

William Barker                                                               

Sam Livingstone 

                                                            

Grant Thornton UK LLP (Nominated Adviser) 

Philip Secrett / Richard Tonthat / Harrison Clarke              

 

Berenberg (Broker)                  

Chris Bowman / Toby Flaux / Laure Fine                         

 

+44 (0)20 7796 9300

 

 

 

+44 (0)77 9542 5580

+44 (0)78 2796 0151

+44 (0)77 6965 5437

 

 

+44 (0)20 7383 5100

 

 

+44 (0)20 3207 7800

 

 

  

Analyst Presentation:

A results presentation from Alpha will take place at 9.30 a.m. on the day at Berenberg's offices, 60 Threadneedle Street London EC2R 8HP. Those wishing to attend should email alpha@templebaradvisory.com or call 0207 001 1080. A copy of the presentation slides will be available on the company website at 9.30 a.m. for those unable to attend.

 

The full year results and presentation slides can be found on Alpha's website at http://investors.alphafmc.com/reports-and-presentations.

 

 

Chairman's Report

 

Introduction

 

In my first statement to you as Chairman of the Board, it gives me great pleasure to introduce Alpha's FY18 year-end results. FY18 was a definitive year for Alpha; in October 2017, the Company was successfully admitted to trading on the AIM of the London Stock Exchange and is now able to report Alpha's best financial results since it was founded in 2003. This compelling record of financial performance, together with investment in the business from our new shareholders, positions the Group extremely well for continued future growth.

 

Overview of the Financial Year

 

Alpha has continued to perform confidently across its business areas and has delivered its first full-year results as a public company ahead of market expectations. With continuing demand for Alpha's services from within the asset and wealth management industry and a strong pipeline of new business, the Group achieved annual revenues of £66.0m. Trading progressed well during the months following Alpha's admission to trading on AIM.

 

During the period, Alpha completed an important strategic acquisition in TrackTwo GmbH ("TrackTwo"), a specialist data solutions and consulting firm based in Frankfurt. This now forms the core of a new business practice, Alpha Data Solutions. Alpha also launched another practice, Alpha Digital, thus strengthening further its platforms to fulfil business opportunities on an increasingly global basis.

 

Dividend

 

The Alpha Board is recommending a final dividend of 3.69p per share, which, if approved at the Annual General Meeting, will be payable on 12 September 2018. Together with the previously paid 2018 interim dividend of 1.48p per share, this gives a total dividend for the year of 5.17p per share, in line with the policy of paying approximately 50% of post-tax profits to shareholders, this year adjusted to reflect normalised post-AIM admission earnings.  

 

Governance

 

An important focus since Admission has been fulfilling the Group's corporate governance transition from a private to a public company. I am very pleased to be involved in Alpha's future growth journey, having worked with the Company as a client for over ten years. The Alpha Board meets regularly to oversee the Group's corporate activities and progress towards its strategic objectives.

 

 

 

Board Changes

 

Recently, we welcomed Penny Judd to the Alpha Board, as a new Non-Executive Director, and John Paton, who joined Alpha as Chief Financial Officer. Together, Penny and John bring a wealth of public markets and financial services expertise to the Alpha Board and I look forward to working with them.

 

I was delighted to be appointed as Chairman in February, following two years serving on the Alpha Board as a Non-Executive Director. This follows the decision by Timothy Trotter, Alpha's longest serving independent Non-Executive Director, to step down, as was disclosed in the AIM admission document. Tim has been an invaluable support to the Directors in the last four years; we and the entire management team would like to thank him and wish him well in the future.

 

Strategy

 

The Alpha Board works closely with the Alpha executive team to develop a successful and achievable strategy. Alpha's growth strategy remains focussed on continuing to grow in both existing and new jurisdictions. This strategy is being diligently executed through the continued strengthening of the global consulting teams, extension of Alpha's geographic footprint and investment in capabilities to expand further the service offering.

 

The Group is led by a strong executive team, with a rich range of skills and experience, and a deep understanding of the asset and wealth management industry. The Alpha Board is extremely confident that this team of people is well placed to deliver Alpha's strategic vision and objectives.

 

Outlook

 

The asset and wealth management industry is undergoing deep-rooted change, with increasing pressure on fees and regulatory focus driving the need for support with a range of complex change initiatives and projects. With its highly focussed market proposition, strong reputation in the industry and a robust platform for growth, Alpha is uniquely positioned to assist with its clients' needs. The Alpha Board is encouraged by the strong business pipeline and confident of further growth in the financial year ahead.

 

Finally, I would like to thank all Alpha's employees, clients and the wider stakeholders for their commitment, hard work and invaluable contributions.

 

Ken Fry

Chairman

 

 

Global Chief Executive Officer's Report

 

Introduction

 

I am delighted to present our full-year results, with FY18 having been a very successful year for Alpha. Following on from our AIM admission in October 2017, we have enjoyed another year of strong revenue, operating profit and adjusted EBITDA growth. This growth has been delivered across all of our core regions, through both the breadth of our service offering and a successful acquisition.

 

Summary of Financial Performance 1 2

 

The Group has demonstrated strong revenue growth, with a continued focus on operating margins resulting in revenue increasing by 51.5% to £66.0m (FY17: £43.6m), adjusted EBITDA 3 by 62.9% to £13.9m (FY17: £8.6m) and operating profit by 39.5% to £8.6m (FY17: £6.1m). Our transition from a private limited company to a public company strengthened our statement of financial position and we have also had another year of excellent cash generation from operations. The Board is pleased to propose a final dividend of 3.69p per share, bringing the total dividend to 5.17p per share for the year, ahead of expectations.

 

The Group has delivered very strong organic growth across its core business, driven by working on some of the largest and most challenging projects in the asset and wealth management industry, on an increasingly global scale. The Group also added an additional 25 new clients during the year.

 

 

 

 

Operational Review

 

Client demand for our consulting talent and expertise continues to be driven by the structural industry trends of increasing cost pressures and regulatory demand, alongside increasing assets under management. Consequently, FY18 saw strong results from across all our core geographies: the UK, the US, and Europe & Asia.

 

Alpha continued to expand its service offering with the creation of new practices, including Alpha Digital and Alpha Data Solutions, in response to demand from our clients. In addition, practices that the Group launched in FY17 such as Investment Guidelines and Regulatory Compliance performed well and made a contribution to this year's substantial growth. Well-established practices such as Front Office, Distribution, M&A Integration and Operations & Outsourcing continued to be very successful.

 

Geographical Overview

 

We are pleased to have enjoyed strong client-led demand across all of the markets in which we operate:

 

 

FY18

12 months to

31 March 2018

FY17

12 months to

31 March 2017*


Change

2017

60 weeks to

31 March 2017**

Revenue

 

 

 

 

UK

£40.0m

£28.5m

40.5%

£32.3m

US

£9.0m

£4.4m

107.1%

£4.9m

Europe & Asia

£17.0m

£10.7m

58.3%

£12.0m

 

£66.0m

£43.6m

51.5%

£49.2m

 

 

 

FY18

12 months to

31 March 2018

FY17

12 months to

31 March 2017


Change

2017

60 weeks to

31 March 2017

Gross profit

 

 

 

 

UK

£17.0m

£11.2m

52.3%

£12.5m

US

£2.7m

£0.4m

511.2%

£0.4m

Europe & Asia

£5.6m

£3.4m

62.4%

£3.8m

 

£25.3m

£15.0m

68.0%

£16.7m

* 12 months results to 31 March 2017 per Admission Document dated 6 October 2017; hereafter referred to as "FY17"

** Audited results; hereafter referred to as "2017"

 

31 March 2018

31 March 2017


Change

 

Consultant Headcount*

 

 

 

 

UK

165

138

20%

 

US

44

26

69%

 

Europe & Asia

96

76

26%

 

Year-end totals

305

240

27%

 

* Consultant Headcount refers to fee generating consultants: employed consultants plus utilised contractors

 

Each of our regional businesses grew substantially compared to the previous 12 months, both in terms of revenue and consultant headcount. Our newest offices in Singapore and Switzerland, which opened at the end of FY17, were launched in response to client requests for the Group to have a presence in these locations. I am pleased to report that both offices enjoyed profitable first years.  We are very pleased with the success of our first office in Asia and have recently hired an Executive Director in Singapore to strengthen our offering and lead our expansion in that market.

 

The UK remains the largest geography within the Alpha Group and we are delighted with the continued growth that it has enjoyed this year.

 

In Europe, Alpha continues to deliver a robust performance growing revenue and profitability, with offices in France, Luxembourg, the Netherlands and Switzerland, along with our newly acquired business in Germany. We perceive a number of growth opportunities, both in terms of geographic expansion and in the development of our existing practices.

 

We believe that the US market represents the most significant geographic opportunity for future growth. We see no other consulting firm offering the same blend of expertise, market-leading consulting and project management skills, and our proposition is resonating with both national and global clients in that market. As a result of demand, and our existing projects in the US, we now have a presence in four financial centres (Chicago, Denver, Los Angeles, San Francisco), in addition to our core offices in Boston and New York. We are pleased to report that Alpha US delivered to our growth expectations in FY18. 

 

Alpha's strong underlying adjusted EBITDA performance reflects our growing global reputation as the consulting partner of choice to support asset managers with their most critical projects, along with our strong utilisation and increased efficiency. We have continued to invest in central operational capability to support this continued global growth.

 

We were also delighted to win the Funds Europe Consultant of the Year award for the third consecutive year.

 

Our People

 

The people at Alpha are our greatest asset. We remain completely committed to hiring the very highest quality consultants at every level of the Group and increased our headcount of consultants, including contractors, by 27% to 305 globally (March 2017: 240). That relentless focus on quality ensures that we deliver exceptional results to our clients, which in turn drives client loyalty and repeat business, and helps us to retain our market-leading reputation.

 

We will continue to offer market-leading compensation to attract the very best consulting talent. Our focus on creating a unique culture that differentiates us from our competitors also helps us to retain the talent that we hire, with unmanaged attrition at 5% in the year. This, in turn, limits recruitment costs and ensures that our clients benefit from the expertise that an experienced team brings.

 

We now have two employee equity schemes in place. Offering all our people the opportunity to be shareholders in Alpha helps us not only retain staff and align interests, but also attracts a wide pool of fresh talent. All staff that were employed at the time of the AIM admission received a nominal number of shares.

 

To help achieve a consistent global culture, we have an important ongoing secondment programme, which has allowed us to second a significant number of our consultants to facilitate growth in our new offices, including Singapore and Switzerland most recently, and embed our culture globally. The globally consistent culture is very important to the Group as it plays an integral role in ensuring the same high calibre quality across our consultant team, driving a seamless client experience and market reputation.

 

We were delighted to have our culture recognised by winning a place, for the second consecutive year, in the Sunday Times' 100 Best Small Companies to Work For 2017 (2017: top 20; 2016: top 50). Culture and quality have, for many years, been the foundation of Alpha's success and will continue to shape and drive our business.

 

Growth Strategy

 

Alpha's objective is to be recognised as the leading asset management consultancy in all the geographies in which it operates, with an ongoing strategic focus to continue building scale in all markets, for which it is well positioned.

 

The Group's growth strategy is both organic and inorganic. The majority of Alpha's historic growth has been organic, with last year's acquisition of TrackTwo highlighting the role that inorganic growth can play in adding to the products and services that the Group can successfully bring to its client base.

 

The Group expects to achieve continued growth in all geographic markets, including both established and more recently opened offices. Alpha will continue to focus on building its client base of asset managers, asset owners, wealth managers and those who support the asset management industry, such as third-party administrators.

 

We will continue to invest in our service offering and will both deepen and broaden our practice structure. Through a combination of internal promotions and external hires, we will ensure that each practice has the appropriate leadership to meet client demand.

 

Alpha has built an exceptional service offering, which is heavily in demand across a wide range of asset management sponsors and geographies. That service offering is currently defined by 10 practices within Alpha. Our ongoing focus is to deepen our offering within those practices and to consistently develop that proposition across all regions. We will continue to broaden our service offering and extend the number of practices so as to meet client demand.

 

The structural drivers within the asset management industry of fee pressure, growth in assets under management and on-going regulatory change are creating significant change and opportunity within our clients, which are trends that we expect to continue.    

 

Acquisitions

 

Acquisitions are an important part of the Group's growth strategy, alongside organic growth, with a focus on acquiring businesses that offer complementary services to clients in Alpha's existing and target markets. Our objective is to extend our consulting proposition and broaden our reach into other financial services industries beyond asset and wealth management.

 

In July 2017, we successfully completed our acquisition of TrackTwo, and the integration of the business and its core product, 360 SalesVista, has been very successful. Alpha's much broader footprint allows the Group to take the product, 360 SalesVista, to a much wider market than TrackTwo as a standalone entity, offering significant opportunity for future growth.

 

The Group remains acquisitive and will continue to add to its service offering through selectively investing in new products and services that provide diversified and established revenues and, where possible, are underpinned by strong data or technology components.

 

Current Trading and Outlook

 

The Group's trading performance in the second half of FY18 was excellent and we have started FY19 with confidence. The structural drivers in the asset management industry remain very strong and continue to drive a wide range of significant change projects within our client base. We remain focused on delivering another year of growth and continuing to broaden our geographic footprint and service offering.

 

The Group is well positioned to leverage its recent accomplishments and to continue to build on its progress in the year ahead.  

 

Euan Fraser

Global Chief Executive Officer

 

1 Comparable period references ("FY17") are to the 12-month period ended 31 March 2017; see the Chief Financial Officer's Report for further disclosure

2 All rounding and percentage change calculations are from the basis of the financial statements, in £'000s

3 Adjusted EBITDA is operating profit before interest, tax, depreciation, amortisation and other adjusting non-operational costs including acquisition costs, AIM admission costs, restructuring costs, earn-out costs and share based payment charges

 

 

Chief Financial Officer's Report

 

Group Results

 

I am delighted that Alpha has delivered strong inaugural full-year results following its admission to trading on AIM in October 2017, and to be reporting my first results as Alpha's Chief Financial Officer. 

 

Alpha's accounting period represents the year to 31 March 2018 and the comparative period represents 60 weeks to 31 March 2017 from 3 February 2016, when Alpha Financial Markets Consulting plc, a new holding company, acquired the Alpha business. In order to allow better clarity to the underlying performance of the Group, constant period comparisons of selected profit and loss account and cashflow items have been included.

 

 

 

 

 

 

FY18

12 months to  

31 March 2018

FY17

12 months to

31 March 2017*

Change

2017

60 weeks to

31 March 2017**

Change

Revenue

£66.0m

£43.6m

51.5%

£49.2m

34.1%

Gross Profit

£25.3m

£15.0m

68.0%

£16.7m

51.0%

Adjusted EBITDA

£13.9m

£8.6m

62.9%

£8.2m

69.0%

Adjusted Operating Profit***

£13.6m

£8.3m

65.0%

£8.0m

71.5%

Operating Profit

£8.6m

£6.1m

39.5%

£4.0m

113.7%

Net Cashflow from Operations

£11.3m

£4.3m

161.8%

£5.9m

93.3%

* 12 months results to 31 March 2017 per Admission Document dated 6 October 2017; hereafter referred to as "FY17"

** Audited results; hereafter referred to as "2017"

*** Adjusted operating profit is operating profit before interest, tax, amortisation and other adjusting non-operational costs including acquisition costs, AIM admission costs, restructuring costs, earn-out costs and share based payment charges

 

Revenue

 

The Group has delivered another impressive year of progress. Reflective of Alpha's successful growth strategy, Group revenue for FY18 increased to £66.0m, representing a 34.1% increase on the previous accounting period (2017: £49.2m), and a 51.5% increase against the prior 12 months.

 

Alpha grew in all three of its core geographic regions with revenues in the UK, the US, and Europe & Asia, increasing by 24.0%, 82.8% and 41.1% respectively (or 40.5%, 107.1% and 58.3% respectively in comparison to the prior 12 months).  This growth has been driven by strong demand in our established practices, including Front Office, Distribution, M&A Integration and Operations & Outsourcing, supported by an increase in global consultant headcount to 305 consultants (including contractors) by the year end (March 2017: 240). Both of the newer offices in Switzerland and Singapore also traded well and made good progress. TrackTwo, acquired in July 2017, contributed £0.9m revenue whilst under Group ownership.     

 

Group Profitability

 

The Group also substantially increased its profits. Gross profit rose to £25.3m (2017: £16.7m) and gross profit margin improved 430 basis points to 38.3% (2017: 34.0%), driven mainly through improved utilisation of our consultancy staff, both in the UK and globally, as both existing and new offices developed an expanded market presence.

 

Group overhead costs, before adjusting items as detailed in note 4 of the consolidated financial statements, increased 32% in the year to £11.3m (2017: £8.7m), reflecting increased recruitment spend required to deliver consultant headcount growth, strategic investment in the Group management team to manage the global operations and anticipate future growth, other staff related costs and costs associated with being a publicly quoted company.

 

The Group also reported an adjusted EBITDA of £13.9m, representing an increase of 62.9% on the prior 12 months.  Adjusted EBITDA margin improved to 21.1% (2017: 16.7%; or FY17: 19.6%). Adjusted operating profit increased to £13.6m (FY17: £8.3m).

 

Total Group operating profit more than doubled to £8.6m (2017: £4.0m) after charging depreciation, intangible amortisation costs, one-off costs and other non-operational costs. Adjusted EBITDA excludes these expense items to give better clarity to the underlying performance of the Group. These adjustments total £5.4m of costs in FY18 (2017: £4.2m) and are detailed in note 4 of the consolidated financial statements.

 

Currency

 

Currency translation had a modest impact on both sales and profits in FY18, as a result of the weaker Sterling.  In the year, Sterling averaged USD1.34 (2017: USD1.32) and €1.14 (2017: €1.19). Currency translation increased FY18 sales by £0.4m (0.6%).

 

 

Net Finance Expense

 

Net finance costs decreased in the year to £7.1m (2017: £7.9m). This decrease reflects Alpha's capital restructuring and reduced indebtedness since the October equity raise at the time of admission to AIM. The Group repaid or converted to equity all of its previous private equity-related debt. As a consequence, £1.7m of amortising loan issuance costs were written off and are included in the £7.1m net finance costs for the year. Since its admission to AIM, the Group has operated with a net cash position. 

 

Taxation

 

The Group's tax charge was £1.9m (2017: £0.5m). The effective tax rate was inflated by adjusting items, including AIM admission costs, and limits on tax deductibility of interest costs under the previous capital structure. The Group's cash tax payment in the year was £1.2m (2017: £1.7m). Adjusted profit after tax is shown using a blended rate of the jurisdictions in which the Group operates to better indicate the Group's expected ongoing tax position.

 

For further taxation details, see notes 8 and 9 in the notes to the consolidated financial statements. 

 

Acquisition Activity

 

Complementary, bolt-on acquisitions to enhance the product and service offering to Alpha's clients are integral to the Group's strategy.  On 18 July 2017, the Group acquired 100% of the share capital of TrackTwo, a German based consulting and data solutions business. Since acquisition, TrackTwo continues to progress well. 

 

Earnings per Share

 

Pro forma adjusted earnings per share4 improved to 9.77p per share (2017: 7.75p) and, after including the adjusting expense items, the basic loss per share is 0.49p per share (2017: 5.52p loss). 

 

Cashflow, Statement of Financial Position and Net Funds

 

The Group has continued to see healthy cash generation with net cash generated from operating activities rising to £11.3m (2017: £5.9m). This represents an 83% adjusted cash conversion5 rate from adjusted operating profit this year, improving on the 74% adjusted cash conversion rate in 2017. 

 

On admission to trading on AIM on 11 October 2017, the Company issued 22 million shares, which raised £35.2m for the Group. This equity raising, together with existing cash reserves, was used to meet the admission expenses, and also repay all of the Group's outstanding debt facilities.

 

Net cash interest paid increased to £5.5m (2017: £1.4m) reflecting the settlement of debt facilities at the time of AIM admission. Income tax paid totalled £1.2m (2017: £1.7m). The Group also paid the initial TrackTwo consideration payment in the year and its maiden interim dividend payment of £1.5m. In the prior period, cash outflows from investing activities included the private equity acquisition of the group and associated financing. 

 

The Group maintains a £5m committed revolving debt facility expiring in October 2020, arranged at the time of admission and which has since remained undrawn. At the year end, the Group's cash position was £9.8m (2017: net debt £77.9m).

 

Dividends

 

The Board is recommending a final dividend of 3.69p per share (2017: nil). If approved at the Annual General Meeting, the final dividend will be paid on 12 September 2018 to shareholders on the register on 3 August 2018. 

 

Together with the previously paid FY18 interim dividend of 1.48p per share, this gives a total dividend for the year of 5.17p per share. This is consistent with the Group's stated policy of paying dividends of approximately 50% of profits after tax, which, this year is calculated on an adjusted basis to represent normalised post-AIM admission earnings. 

 

 

 

 

 

Total Shareholders' Funds

 

Total shareholders' funds increased to £83.0m (March 2017: £4.5m negative reserves). The changes in equity reserves reflect the Group's capital reorganisation on admission to AIM, the retained loss after tax for the year, currency movements on overseas asset values, equity settled consideration and the payment of the interim dividend. 

 

Risk Management and the Year Ahead

Risk is managed actively and closely across our geographical business operations to individual materiality. Risk management is embedded within all aspects of the organisation and any principal Group risks will be identified to, discussed and monitored at Board level. Macro-economic and end-market conditions are subject to change and are reviewed regularly. Alpha has a set of core company values, adopted internationally, which reflects the Group's ethical and responsible approach to business. The Board has considered all of the above factors in its review of going concern and has been able to conclude the review satisfactorily.  

 

The Group has delivered a strong financial performance and ends the year with a robust balance sheet which positions it well for the year ahead. 

 

John Paton

Chief Financial Officer

 

4 Pro forma adjusted earnings per share is calculated by dividing the adjusted profit after tax by the weighted average number of ordinary shares in issue since admission to trading on AIM

5 Adjusted cash conversion is net cash from operating activities divided by adjusted operating profit

 

 

 

Consolidated statement of comprehensive income

For the year ended 31 March 2018

 

 

 

 

 

Note

Year ended

31 March 2018

£'000

 

Period ended

31 March 2017

£'000

Continuing operations

 

 

 

 

 

 

 

 

 

Revenue

2

66,009

 

49,240

Cost of sales

 

 

(40,748)

 

 

(32,515)

 

 

 

 

 

Gross profit

 

25,261

 

16,725

 

 

 

 

 

Administration expenses

 

(16,703)

 

(12,721)

 

 

 

 

 

 

 

 

 

 

Operating profit

3

8,558

 

4,004

 

 

 

 

 

Depreciation

 

297

 

289

Adjusting items

4

5,078

 

3,951

Adjusted EBITDA*

4

13,933

 

8,244

 

 

 

 

 

Finance income

7

-

 

5

Finance expense

7

(7,059)

 

(7,880)

 

 

 

 

 

 

 

 

 

 

Profit/(loss) before tax

 

1,499

 

(3,871)

 

 

 

 

 

Taxation

8

(1,941)

 

(537)

 

 

 

 

 

 

 

 

 

 

Loss for the year/period

 

 

(442)

 

(4,408)

 

 

 

 

 

Exchange differences on translation of foreign operations

 

(186)

 

(224)

 

 

 

 

 

 

Total comprehensive expense for the year/period

 

 

 

(628)

 

 

(4,632)

 

 

 

 

 

 

 

 

 

 

Basic earnings/(losses) per ordinary share (p)

11

(0.49)

 

(5.52)

 

 

 

 

 

Diluted earnings/(losses) per ordinary share (p)

11

(0.49)

 

(5.52)

 

 

 

 

 

Pro forma adjusted basic earnings per ordinary share (p)**

11

9.77

 

7.75

 

 

 

 

 

Pro forma adjusted diluted earnings per ordinary share (p)**

11

9.77

 

7.75

 

 

 

 

 

 

 

* Adjusted EBITDA is operating profit before interest, tax, depreciation, amortisation and other adjusting non-operational costs including acquisition costs, AIM admission costs, restructuring costs, earn-out costs and share based payment charges.

** Pro forma adjusted earnings per share for FY18 is calculated by dividing the adjusted PAT by the weighted average number of ordinary shares in issue from AIM admission during the year. 
 

Consolidated statement of financial position

As at 31 March 2018

 

Note

Year ended

31 March 2018

£'000

 

Period ended

31 March 2017

£'000

 

Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Goodwill

12

52,626

 

51,529

 

Intangible fixed assets

12

22,913

 

23,213

 

Property, plant and equipment

 

14

397

 

451

 

 

 

 

 

 

 

Total non-current assets

 

75,936

 

75,193

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Trade and other receivables

15

21,242

 

12,087

 

Cash and cash equivalents

 

16

9,774

 

8,023

 

 

 

 

 

 

 

Total current assets

 

31,016

 

20,110

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

 

17

(20,302)

 

(10,024)

 

 

 

 

 

 

 

Total current liabilities

 

 

(20,302)

 

(10,024)

 

 

 

 

 

 

 

Net current assets

 

10,714

 

10,086

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Borrowings

18

-

 

(85,879)

 

Deferred tax provision

9

(3,401)

 

(3,946)

 

Other non-current liabilities

18

(277)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

 

(3,678)

 

(89,825)

 

 

Net assets/(liabilities)

 

 

82,972

 

 

(4,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

Issued share capital

19

77

 

-

 

Share Premium

 

89,396

 

86

 

Retained earnings

 

(6,358)

 

(4,408)

 

Other reserves

 

267

 

-

 

Foreign exchange reserve

 

(410)

 

(224)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Shareholders' equity

 

82,972

 

(4,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated statement of cash flows

For the year ended 31 March 2018

 

 

 

 

 

Year ended

31 March 2018

£'000

 

Period ended

31 March 2017

£'000

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Operating profit/(loss) for the year 

 

8,558

 

4,004

 

 

Depreciation of property, plant and equipment

 

297

 

289

 

 

Amortisation of intangible fixed assets

 

2,383

 

2,488

 

 

Share-based payment charge

 

191

 

-

 

 

Acquisition related costs

 

241

 

1,463

 

 

Costs relating to the IPO

 

1,621

 

-

 

 

 

 

 

 

 

 

 

 

Operating cashflows before movements in working capital

 

 

 

13,291

 

 

8,244

 

 

Working capital adjustments:

 

 

 

 

 

 

(Increase)/decrease in trade and other receivables

 

(8,839)

 

(1,644)

 

 

Increase/(decrease) in trade and other payables

 

8,107

 

970

 

 

 

 

 

 

 

 

 

Tax paid

 

 

(1,222)

 

(1,707)

 

 

 

 

 

 

 

 

 

Net cash generated from operating activities

 

11,337

 

5,863

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Interest received

 

-

 

5

 

 

Acquisition of subsidiary

 

(1,941)

 

(77,790)

 

 

Costs relating to the IPO

 

(892)

 

-

 

 

Costs relating to acquisitions

 

(242)

 

(1,463)

 

 

Capital expenditure

 

 

(243)

 

(199)

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(3,318)

 

(79,447)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Issue of ordinary share capital

 

34,348

 

86

 

 

Repayment of borrowings

 

(33,602)

 

(1,540)

 

 

New borrowings

 

-

 

83,829

 

 

Interest paid

Investor loan note interest

 

(5,469)

 

 

(1,431)

-

 

 

Repayment of preference shares

 

-

 

(95)

 

 

Dividends paid

 

 

(1,508)

 

-

 

 

 

 

 

 

 

 

 

Net cash used in financing activities

 

 

(6,231)

 

80,849

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

1,788

 

7,265

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

8,023

 

-

 

 

Effect of exchange rate fluctuations on cash held

 

 

(37)

 

758

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of the period

 

 

9,774

 

8,023

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated statement of changes in equity

For the year ended 31 March 2018

 

 

 

Share

Capital

 

Share premium

 

 

 

 

 

Foreign exchange

reserves

 

 

 

Other reserves

 

 

 

Retained earnings

 

 

 

 

  Total

 

 

 

£'000

 

£'000 

 

£'000

 

£'000

 

£'000 

 

£'000

 

 

 

 

 

 

 

 

 

 

 

 

As at 22 January 2016

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

 

-

 

-

 

-

 

(4,408)

 

(4,408)

Foreign exchange differences on translation of foreign operations

 

-

 

 

-

 

 

(224)

 

 

-

 

 

-

 

 

(224)

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners

 

 

 

 

 

 

 

 

 

 

 

Shares issued (equity)

-

 

86

 

-

 

-

 

-

 

86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 March 2017

-

 

86

 

(224)

 

-

 

(4,408)

 

(4,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 1 April 2017

-

 

86

 

(224)

 

-

 

(4,408)

 

(4,546)

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

 

-

 

-

 

-

 

(442)

 

(442)

Foreign exchange differences on translation of foreign operations

-

 

-

 

(186)

 

-

 

-

 

(186)

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners

 

 

 

 

 

 

 

 

 

 

 

Shares issued (equity)

77

 

89,310

 

-

 

-

 

-

 

89,387

Share based payment reserves

-

 

-

 

-

 

191

 

-

 

191

Consideration to be settled in equity

-

 

-

 

-

 

76

 

-

 

76

Dividends

 

-

 

-

 

-

 

-

 

(1,508)

 

 

(1,508)

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 March 2018

77

 

89,396

 

(410)

 

267

 

(6,358)

 

82,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

Share capital

Share capital represents the nominal value of share capital subscribed. 

 

Share premium

Share premium represents the aggregate amount or value of premiums paid when the company's shares are issued at a premium, net of associated share issue costs.

 

Foreign exchange reserve

The foreign exchange reserve represents exchange differences which arise on consolidation from the translation of the financial statements of foreign subsidiaries.

 

Retained earnings

The retained earnings reserve represents cumulative net gains and losses recognised in the consolidated statement of comprehensive income. This makes up our distributable reserves.

 

 

 

Other reserves

The other reserves represent the cumulative fair value of the IFRS 2 share based payment charge to be recognised each year and equity-settled consideration reserves.

 

 

 

Notes to the consolidated financial statements

1. Basis of Preparation and Significant Accounting Policies

The financial information set out in this financial results announcement does not constitute statutory

accounts as defined in section 435 of the Companies Act 2006. The consolidated statement of

comprehensive profit and loss and other comprehensive income, consolidated statement of financial

position, consolidated statement of change in equity, consolidated statement of cashflows and the

associated notes have been extracted from the group's financial statements for the year ended 31 March 2018, upon which the auditor's opinion is unqualified and does not include any statement under section

498 of the Companies Act 2006. The statutory accounts for the year ended 31 March 2018 will be

delivered to the Registrar of Companies following the Annual General Meeting.

 

These condensed preliminary financial statements for the year ended 31 March 2018 have been prepared

on the basis of the accounting policies adopted by the Group upon admission to AIM. These are in

accordance with the Group's accounting policies as set out in the historical financial information included

in the AIM Admission Document.

 

The recognition and measurement requirements of all International Financial Reporting Standards

('IFRSs'), International Accounting Standards ('IAS') and interpretations currently endorsed by the

International Accounting Standards Board ('IASB') and its committees as adopted by the EU and as

required to be adopted by AIM listed companies have been applied.

 

 

2. Segment information

 

Management has determined the operating segments by considering the segment information that is reported internally to the chief operating decision-maker, the Board of Directors. For management purposes, the Group is currently organised into three geographical operating divisions: UK, US and Europe & Asia. The Group's operations are all consist of one type of operations - consultancy services to the asset/wealth management industry.

 

31 March 2018

UK

 

£'000

 

US

 

£'000

 

Europe & Asia

£'000

 

 

Total

 

£'000

 

 

 

 

 

 

 

 

 

External revenue

40,020

 

9,036

 

16,953

 

 

66,009

Cost of sales

(22,986)

 

(6,353)

 

(11,409)

 

 

(40,748)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

17,034

 

2,683

 

5,544

 

 

25,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 March 2017

UK

 

£'000

 

US

 

£'000

 

Europe & Asia

£'000

 

 

Total

 

£'000

 

 

 

 

 

 

 

 

 

External revenue

32,280

 

4,942

 

12,018

 

 

49,240

Cost of sales

(19,759)

 

(4,504)

 

(8,252)

 

 

(32,515)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

12,521

 

438

 

3,766

 

 

16,725

 

 

 

 

 

 

 

 

 

 

 

During the year the Group had one customer which comprised 10.7% of the Group's revenues. This customer is reported within both the UK and US segments.  No customer contributed more than 10% of Group revenues in 2017.

 

 

 

 

3. Operating profit

 

 

 

Operating profit for the period is stated after charging/(crediting):

 

2018

£'000

 

 

2017

£'000

 

 

 

 

Amortisation of intangible assets

2,383

 

2,488

Depreciation of plant and equipment

297

 

289

Net foreign exchange losses/(gains)

36

 

364

Operating lease rentals

673

 

642

Impairment provision recognised on trade receivables

400

 

6

Defined contribution pension scheme costs

189

 

202

Share based payments charge

191

 

-

Earn out & deferred consideration

391

 

-

Costs directly attributable to the AIM admission

1,621

 

-

Acquisition costs

241

 

1,460

Restructuring costs

251

 

-

 

 

 

 

 

 

 

 

 

 

2018

£'000

 

 

2017

£'000

Auditor's remuneration:

 

 

 

Audit fees - Parent Company

25

 

25

Audit fees - subsidiary companies

57

 

33

Tax compliance services

14

 

24

Tax advisory services

54

 

48

Other assurance services

24

 

12

 

 

4. Reconciliation of adjusted operating profit and adjusted EBITDA

 

 

 

2018

£'000

 

 

2017

£'000

Operating profit

8,558

 

4,004

 

 

 

 

Amortisation

2,383

 

2,488

Loss on disposal of fixed assets

-

 

3

Share based payments charge

191

 

-

Earn out & deferred consideration

391

 

-

Acquisition costs

241

 

1,460

Restructuring costs

251

 

-

Costs directly attributable to the AIM admission

1,621

 

-

 

 

 

 

Total adjustments

5,078

 

3,951

 

 

 

 

 

 

 

 

Adjusted operating profit

13,636

 

7,955

 

 

 

 

Depreciation of plant and equipment

297

 

289

 

 

 

 

 

 

 

 

Adjusted EBITDA

13,933

 

 

8,244

 

 

 

 

 

 

Alpha uses alternative performance measures, including Adjusted EBITDA, to allow a clearer understanding of the underlying performance of the Group. Adjusted EBITDA is a commonly-used measure in which earnings are stated before intangible asset amortisation and depreciation, used by the Board to assess performance; the Board considers that this alternative performance measure is the most appropriate measure by which users of the financial statements can assess the ongoing performance of the Group. Adjusted EBITDA also excludes the employee share-based payments charge to remove the inherent volatility in share-based payment expense calculations and more closely align to the operational activities. Note 21 sets out further details of the employee share-based payments expense calculation under IFRS2.   

As per note 13, the acquisition of TrackTwo GmbH involved deferred consideration payments in the form of an earn-out which, in accordance with IFRS3, will be expensed annually to 2021 dependent on the ongoing employment of the vendor.  This cost has been removed to calculate Adjusted EBITDA as, whilst it will recur in the short-term, it represents additional payments linked to the TrackTwo acquisition.

 

Other acquisition costs expensed in the current year, relating to the TrackTwo acquisition, and in the prior period, relating to the acquisition of Alpha FMC Group Holdings Limited, have also been excluded from Adjusted EBITDA as they are not directly attributable to the ongoing performance of the Group.   Similarly, costs directly attributable to the AIM admission in October 2017 have also been excluded.

Restructuring costs relating to realigning the US operations have been excluded from Adjusted EBITDA as they relate to a specific restructuring programme.

 

5. Reconciliation to adjusted profit after tax

 

 

2018

£'000

 

 

2017

£'000

Adjusted operating profit

13,636

 

7,955

 

 

 

 

Tax charge

(1,941)

 

(537)

Tax impact of adjusting items

(1,739)

 

(1,229)

 

 

 

 

 

 

 

 

Adjusted profit after tax

9,956

 

6,189

 

 

 

 

 

Adjusted profit after tax is also shown to allow a clearer understanding of the underlying performance of the Group. Adjusted profit after tax is stated before adjusting items and their associated tax effects.

  

 

 

6. Staff costs

 

The average number of employees employed by the group, including executive directors, was:

 

 

 

 

 

 

2018

Number

 

 

2017

Number

UK

117

 

97

US

32

 

21

Europe & Asia

73

 

47

Administration

23

 

16

 

 

 

 

 

 

 

 

 

245

 

181

 

 

 

 

 

Staff costs for the above persons were:

 

 

 

 

 

2018

£'000

 

 

2017

£'000

Wages and salaries

28,841

 

22,413

Social security costs

3,629

 

2,949

Pension costs

189

 

202

Share incentive plans

191

 

-

 

 

 

 

 

32,850

 

25,564

 

 

 

 

 

 

7. Finance costs and finance income

 

 

 

 

 

2018

£'000

 

 

2017

£'000

Bank interest receivable

-

 

5

 

 

 

 

Interest payable on bank loans and overdraft

2,858

 

2,363

Shareholder and management loan note interest

2,479

 

5,075

Amortisation of issue costs on loan notes

1,722

 

442

 

 

 

 

 

 

 

 

 

 

 

 

 

7,059

 

7,880

 

 

 

 

 

 

 

As part of the loan repayments on at the time of admission to trading on AIM, loan note issue costs amortisation of £1.7m was accelerated and expensed.

 

8. Taxation

 

 

2018

 

2017

 

£'000

 

£'000

Current tax

 

 

 

In respect of the current year

1,400

 

385

Adjustment in respect of prior periods

(29)

 

-

Foreign taxation

 

1,467

 

832

Deferred tax

 

 

 

In respect of the current year

(908)

 

(423)

Change in tax rate

Adjustment in respect of prior periods

-

11

 

 

(257)

-

 

 

Total tax expense for the year

 

1,941

 

 

537

 

 

Tax has been calculated using an estimated annual effective tax rate of 19% (2017: 20%) on profit before tax.

 

The difference between the total tax expense shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:

 

 

2018

 

2017

 

£'000

 

£'000

Profit/(loss) before taxation

1,499

 

 

Tax on profit on ordinary activities at standard UK corporation tax rate of 19% (2017: 20%)

 

 

285

 

 

 

(774)

Effects of:

 

 

 

Fixed asset differences

4

 

-

Expenses not deductible for taxation

902

 

1,493

Income not taxable for tax purposes

(81)

 

-

Differences due to overseas tax rates

757

 

499

Adjustments in respect of prior periods

(29)

 

-

Adjustments in respect of prior periods - deferred tax

11

 

-

Change in deferred tax rate

106

 

(681)

Deferred tax not recognised

(14)

 

-

 

 

 

 

 

Total tax expense for the year

 

1,941

 

 

537

 

 

9. Deferred tax

 

2018

 

2017

 

£'000

 

£'000

At 1 April

3,946

 

4,627

Arising on business combinations

352

 

-

Charged to the statement of profit or loss

(897)

 

(681)

Charged directly to other comprehensive income

-

 

-

Charged directly to equity

-

 

-

 

At 31 March

 

3,401

 

 

3,946

 

 

 

The UK Government has announced future tax changes to the corporation tax rate. These changes resulted in a decrease in the standard rate of corporation tax to 20% for the 2016/17 tax year, falling to a rate of 19% for the 2017/18, 2018/19 and 2019/20 tax years and eventually culminating in a rate of 17% by 2020/21.

 

As at 31 March 2018 all such changes have been substantively enacted and have therefore been reflected in the calculation of deferred tax for the year ended 31 March 2018.

 

Movements in deferred tax during the year

 1 April 2017

 

Recognised in income

 

Amount arising on acquisition

 

31 March 2018

 

£'000

 

£'000

 

£'000

 

£'000

Accelerated capital allowances

-

 

20

 

-

 

20

Arising on business combinations

3,946

 

(917)

 

352

 

3,381

 

 

 

 

 

 

 

 

 

 

 

3,946

 

(897)

 

 

352

 

 

3,401

 

 

 

 

10. Dividends

 

Amounts recognised as distributions to equity holders:

2018

 

2017

 

£'000

 

£'000

Interim dividend for the year ended 31 March 2018 of 1.48p (2017: 0p) per share

1,508

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Proposed final dividend for the year ended 31 March 2018 of 3.69p (2017: 0p) per share

3,757

 

-

 

The proposed final dividend is subject to approval by the shareholders at the AGM and has not been included as a liability in these financial statements.

 

 

 

11.  Earnings/(loss) per share

 

The Group presents basic and diluted earnings per share ('EPS') data, both adjusted and non-adjusted for its ordinary shares. Basic EPS is calculated by dividing the profit or loss for the period attributable to ordinary shareholders by the weighted normalised average number of ordinary shares outstanding during the period.  Potential ordinary shares are only treated as dilutive when their conversion to ordinary shares would decrease EPS (or increase loss per share). 

 

In order to reconcile to the adjusted profit for the financial period, the same adjustments as in notes 4 and 5  have been made to the Group's loss for the financial period. The profits/(losses) and weighted average number of shares used in the calculations are set out below:

                                               

Basic & diluted EPS

Year ended

31 March 2018

 

Period ended

31 March 2017

 

 

 

 

(Loss) for the financial year/period used in calculating basic and diluted EPS (£'000)

(442)

 

(4,408)

 

 

 

 

Weighted average number of ordinary shares in issue

90,185

 

79,842

 

 

 

 

Basic EPS (p)

(0.49)

 

(5.52)

 

 

 

 

Diluted EPS (p)

(0.49)

 

(5.52)

 

 

 

 

 

Pro Forma Adjusted EPS

 

 

 

 

 

 

 

 

Adjusted profit for the financial year/period used in calculating adjusted basic and diluted EPS (note 5) (£'000)

9,956

 

6,189

 

 

 

 

Weighted average number of ordinary shares in issue

101,860

 

79,842

 

 

 

 

Proforma adjusted EPS (p)

9.77

 

7.75

 

 

 

 

Proforma adjusted diluted EPS (p)

9.77

 

7.75

 

Loss per share is calculated based on the share capital of Company and the earnings of the Group.

 

As explained, the Group's consolidated financial statements reflect the continuation of the pre-existing group previously headed by Alpha FMC Topco Limited. To aid comparability following the Group's reconstruction and share reorganisation, the 79,841,931 ordinary shares held by original Shareholders immediately before the AIM admission has been used to best indicate the share capital in existence before the AIM admission and provide earnings information on a consistent basis. Similarly, in the pro forma adjusted EPS and pro forma adjusted diluted EPS calculations, to allow comparability between periods, the weighted average number of shares in issue only considers the shares in issue at and since admission to trading on AIM and 2017 considers the shares in issue immediately prior to the AIM admission.

 

There were no potentially dilutive ordinary shares for the period ended 31 March 2017. No dilution has been applied in accordance with accounting standards in 2017.

 

 

 

 

12.  Goodwill and Intangible fixed assets

 

Goodwill                                                           

 

31 March 2018

 

31 March 2017

 

 

£'000

 

£'000

 

 

 

 

 

 

Cost at beginning of the year/period

51,529

 

-

 

Additions

1,097

 

51,529

 

 

 

 

 

 

Cost at end of the year/period

 

52,626

 

 

51,529

 

 

 

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill was recognised upon the acquisition of Alpha FMC Group Holdings Limited by Alpha Financial Markets Consulting plc on 3 February 2016 and is the difference between the consideration paid and the fair value of assets acquired and liabilities assumed. During the current year goodwill increased reflecting the acquired goodwill arising on the acquisition of TrackTwo. Goodwill acquired and liabilities assumed represent the potential synergy benefits of combining the Alpha and TrackTwo intellectual property and talents of the team into the Group. In line with IAS 36, the carrying value of goodwill is not subject to systematic amortisation but is reviewed at least annually for impairment. The review assesses each cash-generating unit ('CGU') to which goodwill has been allocated for impairment by comparing the carrying amount of the unit, including the goodwill, with the recoverable amount of the unit. The impairment reviews completed have calculated the recoverable amount of goodwill through a Value in Use calculation.

 

The cash generating units that have been considered are UK, US and Europe & Asia, in line with our operating segments and the goodwill allocated to the CGU's as follows:

 

Goodwill by cash-generating unit

31 March 2018

 

31 March 2017

 

 

 

 

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

 

 

UK

31,241

 

31,241

 

 

 

 

USA

7,054

 

7,054

 

 

 

 

Europe & Asia

14,331

 

13,234

 

 

 

 

 

 

 

 

 

 

 

 

At end of the year/period

 

52,626

 

 

51,529

 

 

 

 

 

In considering this position, the estimated adjusted weighted average cost of capital ('WACC') for the Group was determined to be 11.6% (2017: 12.5%). This discount rate has been applied to the Group's future cash flow forecasts in order to make this assessment at each balance sheet date.

 

Revenues and gross margins have continued at the rate projected, with limited customer attrition, no significant change in the competitor landscape, no negative events impacting on the Group's brand or reputation and no legal or regulatory changes impacting the Group's offering. There are no other aspects of the key business objectives that have not been met.  The recoverable amounts of all CGUs are based on the same key assumptions. 

 

The Directors do not therefore believe there to be any impairment indicators.

 

As in the prior period, the base actuals have been inflated by 10% up to year 3 and by 1% then onwards, for each cash generating unit, which management believe does not exceed the long-term average growth rate for the industry, with a terminal value calculated on a perpetuity basis.

 

 

 

 

 

These cash flows are discounted at a post-tax discount rate of 11.6% and adjusted for specific risk factors that take into account the sensitivities of the projection. The Group has conducted a sensitivity analysis on the impairment test for all cash generating units individually. If the assumed growth rate was reduced to 0%, the receivable amount for each cash generating unit would remain greater than their carrying values. Further

increasing the post-tax discount rate to 13.5% resulted in positive headroom remaining for all cash generating units compared to the carrying value of goodwill.

 

 

Intangible fixed assets

 

 

 

 

 

 

 

 

 

As at 31 March 2018

 

 

 

 

 

 

 

 

 

Customer relationships

 

Intellectual property

 

Trade name

 

Total

 

 

£'000

 

£'000

 

£'000

 

£'000

 

Cost

 

 

 

 

 

 

 

 

At the start of the year

18,650

 

1,421

 

5,630

 

25,701

 

Recognised on acquisitions (see note 13)

1,418

 

665

 

-

 

2,083

 

At the end of the year - total

20,068

 

2,086

 

5,630

 

27,784

 

 

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

 

At the start of the year

(1,813)

 

(237)

 

(438)

 

(2,488)

 

Charge for the year

(1,629)

 

(262)

 

(492)

 

(2,383)

 

At the end of the year - total

(3,442)

 

(499)

 

(930)

 

(4,871)

 

 

 

 

 

 

 

 

 

 

Net book value

16,626

 

1,587

 

4,700

 

22,913

 

 

 

 

 

 

 

 

 

 

 

As at 31 March 2017

 

 

 

 

 

 

 

 

 

Customer relationships

 

Intellectual property

 

Trade name

 

Total

 

 

£'000

 

£'000

 

£'000

 

£'000

 

Cost

 

 

 

 

 

 

 

 

At the start of the period

-

 

-

 

-

 

-

 

Recognised on acquisitions

18,650

 

1,421

 

5,630

 

25,701

 

At the end of the period - total

18,650

 

1,421

 

5,630

 

25,701

 

 

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

 

At the start of the period

-

 

-

 

-

 

-

 

Charge for the period

(1,813)

 

(237)

 

(438)

 

(2,488)

 

At the end of the period - total

(1,813)

 

(237)

 

(438)

 

(2,488)

 

 

 

 

 

 

 

 

 

 

Net book value

16,837

 

1,184

 

5,192

 

23,213

 

 

 

Customer relationships

 

Customer relationships represent the fair value at the 3 February 2016 acquisition date of the customer relationships which were owned by, but not previously recognised as assets of, Alpha FMC Group Holdings Limited.  The fair value has been determined by applying the 'multi-period excess earnings' method to the cash flows expected to be earned from customer relationships. The key management assumptions are around forecast revenues, operating margins, discount factors and contributory asset charges used.

 

Additions during the period represent the fair value of the customer relationships acquired with Track Two GmbH. Refer to note 13 for details.

 

A useful economic life of 12 years has been deemed appropriate based on the average realisation rate of cumulative cash flows and benchmarked data and projected cash flows have been discounted over this period. The amortisation charge is recognised in administrative expenses within the statement of comprehensive income. There are 9.8 years and 10.3 years remaining to be amortised for the customer relationships in relation to Alpha FMC Group Holdings Limited and TrackTwo respectively.

 

 

 

 

 

 

 

Intellectual property

 

Opening intellectual property represents the fair value at the 3 February 2016 acquisition date of the intellectual property which was owned by, but not previously recognised as assets of, Alpha FMC Group Holdings Limited.

 

The fair value has been determined by applying the 'relief from royalty' method to the cash flows earned from the intellectual property. The key management assumptions are around growth forecasts, discount factors and royalty percentage utilised. A useful economic life of 7 years has been deemed appropriate based on previous acquisitions and benchmarking data and projected cash flows have been discounted over this period.

 

Additions during the period represent the fair value of the intellectual property acquired from Track Two GmbH. Refer to note 13 for details.

 

The amortisation charge is recognised in administrative expenses within the statement of comprehensive income. There are 4.8 years and 6.3 years remaining to be amortised for the intellectual property in relation to Alpha FMC Group Holdings Limited and TrackTwo respectively.

 

Trade name

 

Trade name represents the fair value at the 3 February 2016 acquisition date of the trade name which was owned by, but not previously recognised as assets of, Alpha FMC Group Holdings Limited.

 

The fair value has been determined by applying the 'relief from royalty' method to the cash flows earned from the trade name. The key management assumptions are around growth forecasts, discount factors and royalty percentage utilised. A useful economic life of 15 years has been deemed appropriate based on benchmarking reviews and projected cash flows have been discounted over this period.

 

Additions during the period represent the fair value of the trade name acquired from Track Two GmbH. Refer to note 13 for details.

 

The amortisation charge is recognised in administrative expenses within the statement of comprehensive income. There are 12.8 years and 14.3 years remaining to be amortised for the trade name in relation to Alpha FMC Group Holdings Limited and TrackTwo respectively.

 

 

 

 

13. Acquisitions and disposal of business

 

Acquisitions in the current year

 

On 18 July 2017, the Group acquired 100% of the share capital and voting interest of TrackTwo GmbH for an upfront cash consideration of EUR 2,331,610, deferred consideration EUR 1,166,200 payable in January 2019 and 695 consideration shares in the Company with a fair value of £1 per share.

 

This acquisition has been accounted for under the acquisition method of accounting. The fair value adjustments relate to the identification of separately identifiable intangibles and associated deferred tax liabilities. For the remaining assets and liabilities acquired no fair value adjustments were identified. The table below sets out the book and fair values of the identifiable assets and liabilities acquired. Goodwill represents the excess of the cost of the acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. 

 

 

 

Book values

 

 

£'000

Fair value

Adjustments

 

 

£'000

Values

on acquisition

 

£'000

 

 

 

TrackTwo net assets at the acquisition date:

 

 

 

Tangible fixed assets

9

-

9

Customer relationships

-

1,418

1,418

Intellectual property

-

665

665

Trade and other debtors

316

-

316

Cash

108

-

108

Trade and other creditors

(195)

-

(195)

Deferred tax liability

-

(352)

(352)

 

 

 

 

 

Net identifiable assets and liabilities acquired

 

238

 

1,731

 

1,969

 

Cash consideration relating to business combination

 

 

 

3,066

 

Goodwill on acquisition (see note 12)

 

 

 

1,097

 

 

In addition, as part of the purchase negotiations, the Company has put in place an annual earn-out arrangement and a final ownership consideration based on the financial performance of the TrackTwo over the three year period to July 2020 subject to continuous employment of vendor until July 2020.

 

The earn-out and final ownership consideration payments have been estimated by the Directors based on anticipated future earnings and discounted to current values. An expense of £391,000 has been recognised in the current year and presented as an adjusted expense (see note 4). This consists of £38,000 payable within one year, £277,000 to be settled after one year and £76,000 to be settled in equity.

 

If the acquisition of TrackTwo had been completed on 1 April 2017, Group revenues for the period would have been £66,263,000 and Group profits before tax would have been £2,202,000. TrackTwo contributed £926,000 to the Group's revenue and £377,000 to the Group's profit before tax for the period from the date of acquisition to the year-end date.

 

 

Acquisitions in the prior period

 

On 3 February 2016, the Group acquired 100% of the ordinary shares in Alpha FMC Group Holdings Limited for £85,669,000. This amount included £48,914,000 satisfied by cash, settlement of existing debt of £33,045,000, the issue of equity of £86,000, and acquisition costs of £3,624,000 (of which £1,460,000 were directly related to the business combination and £2,164,000 were related to the raising of loan financing). Consequently, the cashflow associated with the acquisition, net of cash acquired of £5,905,000, was £79,764,000. This acquisition has been accounted for under the acquisition method of accounting. The

resulting goodwill of £51,529,000 was capitalised. The table below sets out the book and fair values of the identifiable assets and liabilities acquired.

 

Effect of acquisition

 

The acquisition had the following effect on the Group's assets and liabilities:

 

 

 

Book values

Fair value

adjustments

Values

on acquisition

 

 

£000

Acquiree's net assets at the acquisition date:

 

 

 

Goodwill

24,765

(24,765)

-

Tangible fixed assets

541

-

541

Intangible assets

-

25,701

25,701

Trade and other debtors

10,443

-

10,443

Cash

5,905

-

5,905

Interest-bearing loans and borrowings

(33,045)

-

(33,045)

Trade and other creditors

(7,448)

-

(7,448)

Deferred tax liabilities

-

(5,140)

(5,140)

 

Net identifiable assets and liabilities acquired

 

1,161

 

(4,204)

 

(3,043)

 

lnternal cash consideration relating to business combination

 

 

 

48,914

Equity instruments issued

 

 

86

 

 

 

 

IFRS adjustments            

 

 

(514)

 

 

 

 

 

Total consideration

 

 

 

48,486

 

Goodwill on acquisition (see note 12)

 

 

 

51,529

 

 

The fair value adjustments relate to the identification of separately identifiable intangibles, the reversal of the goodwill already recognised in the acquired group on consolidation and deferred tax on the fair values of the intangibles. For the remaining assets and liabilities acquired no fair value adjustments were identified.

 

The IFRS adjustment relates to the revaluation of the deferred tax liability to fair value, based on the revised expected future tax rate at the end of the period.

 

The settlement of debt of £33,045,000 has been included in cash flows from investing activities in the cash flow statement as part of the acquisition of subsidiaries.

 

 

 

 

14. Tangible fixed assets

 

 

 

 

 

 

 

 

As at 31 March 2018

 

 

 

 

 

 

 

 

Leasehold improvements

 

Fixtures, fittings and equipment

 

Computer equipment

 

Total

 

£'000

 

£'000

 

£'000

 

£'000

Cost

 

 

 

 

 

 

 

At 22 January 2016

-

 

-

 

-

 

-

Acquired through business combinations

208

 

126

 

678

 

1,012

Additions

-

 

66

 

101

 

167

Disposals

 

-

 

 

-

 

(9)

 

(9)

 

At 31 March 2017

 

208

 

 

192

 

 

770

 

 

1,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired through business combinations

-

 

7

 

7

 

14

Additions

-

 

57

 

197

 

254

Disposals

-

 

-

 

(20)

 

(20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 March 2018

208

 

256

 

954

 

1,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

At 22 January 2016

-

 

-

 

-

 

-

Acquired through business combinations

(81)

 

(56)

 

(293)

 

(430)

Charge for the period

(34)

 

(122)

 

(140)

 

(296)

Disposals

-

 

-

 

7

 

7

 

 

 

 

 

 

 

 

 

At 31 March 2017

 

(115)

 

 

(178)

 

 

(426)

 

 

(719)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired through business combinations

-

 

(2)

 

(3)

 

(5)

Charge for the period

(37)

 

(43)

 

(221)

 

(301)

Disposals

-

 

-

 

4

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 March 2018

(152)

 

(223)

 

(646)

 

(1,021)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 31 March 2018

56

 

33

 

308

 

397

 

 

 

 

 

 

 

 

Net book value at 31 March 2017

93

 

14

 

344

 

451

 

 

There are no assets held on finance leases.

 

 

 

15. Trade and other receivables

 

 

Amounts due within one year:

2018

 

2017

£'000

 

£'000

Trade receivables

18,297

 

9,490

Less: provision for impairment

(446)

 

(46)

 

 

 

 

Trade receivables - net

17,851

 

9,444

 

 

 

 

Other debtors

55

 

454

Prepayments and accrued income

3,336

 

2,189

 

Total amounts due within one year:

 

 

21,242

 

 

12,087

 

 

Trade receivables are non-interest bearing and generally have a 30 - 90 day term. Due to their short maturities, the carrying amount of trade and other receivables is a reasonable approximation of their fair value.

 

A provision for impairment of trade receivables is established when there is objective evidence that the group will be unable to collect all amounts due according to the original terms. The Group considers factors such as default or delinquency in payment, significant financial difficulties of the receivable and the probability that the debtor will enter bankruptcy in deciding whether the trade receivable is impaired.

 

 

Provision for impairment of trade debtors

 

2018

 

2017

£'000

 

£'000

 

 

 

 

At 1 April

46

 

40

Charge for the period

400

 

6

Uncollected amounts written off, net of recoveries

-

 

-

 

 

 

 

 

As at 31 March

 

 

446

 

 

46

 

 

At the year end the following trade receivables were overdue but not impaired:

 

2018

 

2017

£'000

 

£'000

 

 

 

 

Not yet due

14,873

 

8,839

Between 1 and 3 months

1,343

 

457

Over 3 months

1,635

 

148

 

 

 

 

 

As at 31 March

 

 

17,851

 

 

 

 

9,444

 

 

 

16. Cash and cash equivalents

 

2018

 

2017

£'000

 

£'000

 

Cash in bank and at hand

 

9,774

 

 

8,023

 

 

 

 

 

Cash and cash equivalents per cash flow statement

 

 

9,774

 

 

8,023

 

 

17. Trade and other payables

 

2018

 

2017

£'000

 

£'000

 

 

 

 

Secured bank loans

-

 

1,245

Trade creditors

2,361 

 

1,334

Accruals and deferred income

11,404

 

5,433

Taxation and social security

2,428

 

1,607

Corporation tax

1,826

 

209

Other creditors

2,245

 

196

Earn out provision (note 13)

38

 

-

 

 

 

 

 

Total amounts owed within one year:

 

 

20,302

 

 

10,024

 

 

Trade payables comprise amounts outstanding for trade purchases and on-going costs. The average credit period taken for trade purchases is 30 days (2017: 30 days). No interest is charged on the outstanding balance.

 

The Directors consider that the carrying amount of trade and other payables is a reasonable approximation of their fair value.

 

Included within other creditors is an amount of EUR1,166,200 of deferred consideration relating to the acquisition of TrackTwo (see note 13). 

 

 

18. Non-current liabilities

 

 

 

 

 

 

 

 

 

31 March 2018

 

31 March 2017

 

 

 

 

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

Dunedin loan notes

 

 

-

 

44,911

 

 

Bank loans and overdrafts

 

 

-

 

24,815

 

 

Management loan notes

 

 

-

 

14,806

 

 

Management preference shares

 

 

-

 

1,347

 

 

Deferred tax provision (note 9)

 

 

3,401

 

3,946

 

 

Other non-current liabilities

 

 

277

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,678

 

89,825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dunedin loan notes

 

Dunedin Buyout LLP invested £41,137,000 of ordinary 'A' loan notes in Alpha FMC Midco Limited on 3 February 2016. The loan notes were converted to ordinary equity shares on at the time of the AIM admission for 29,241,568 shares.

 

Bank loans and overdrafts

 

As at 31 March 2017, Alpha FMC Bidco Limited had a Mezzanine Facility of £7,317,000 with Beechbrook Capital LLP. In addition, Alpha FMC Bidco Limited had a loan 'A' of £9,460,000 and a loan 'B' of £11,000,000 both with Lloyds Bank Plc.

 

The bank loans were repaid on 12 October 2017 from the proceeds of The AIM admission

 

In October 2017 the Group entered into a committed revolving credit facility of £5,000,000 with Lloyds Bank Plc.  Interest on drawings is based on LIBOR plus 2.25%. As at 31 March 2018 the facility remained undrawn.

 

Management loan notes

 

UK, French and US management invested £12,362,087 of ordinary 'B1', 'B2', 'C1', 'C2' and 'D' loan notes in Alpha FMC Topco Limited on 3 February 2016. The loan notes were converted to ordinary equity shares at the time of the AIM admission for 4,383,585 shares.

 

Preference shares

 

On 3 February 2016, management invested £1,322,000 of preference shares in Alpha FMC Topco Limited.

The preference shares were converted to ordinary equity shares at the time of the AIM admission for 784,461 shares.

 

Other non-current liabilities

 

Included within trade and other payables is £277,000 of costs associated with the earn-out payments associated with the acquisition of TrackTwo (see note 13). 

 

 

 

 

19. Called up share capital

 

 

2018

 

2017

Number

 

Number

Alloted, called up and fully paid

 

 

 

Class

 

 

 

Ordinary 'A' £0.00001 shares (1 vote per share capped at 55%)

-

 

58,898

Ordinary 'B1' £0.00001 shares (no voting rights)

-

 

9,564

Ordinary 'B2' £0.00001 shares (no voting rights)

-

 

7,120

Ordinary 'C1' £0.00001 shares (no voting rights)

-

 

5,390

Ordinary 'C2' £0.00001 shares (no voting rights)

-

 

5,155

Ordinary 'D' £0.00001 shares (5% per share)

-

 

9

Ordinary 0.00075 shares (1 vote per share)

101,859,583

 

 

 

 

 

 

 

101,859,583

 

86,136

 

 

 

 

 

 

2018

 

2017

£

 

£

Alloted, called up and fully paid

 

 

 

Class

 

 

 

Ordinary 'A' £0.00001 shares (1 vote per share capped at 55%)

-

 

0.58

Ordinary 'B1' £0.00001 shares (no voting rights)

-

 

0.09

Ordinary 'B2' £0.00001 shares (no voting rights)

-

 

0.07

Ordinary 'C1' £0.00001 shares (no voting rights)

-

 

0.05

Ordinary 'C2' £0.00001 shares (no voting rights)

-

 

0.05

Ordinary 'D' £0.1 shares (5% per share)

-

 

0.90

Ordinary £ 0.00075 shares (1 vote per share)

76,394.69

 

-

 

 

 

 

 

76,394.69

 

1.74

 

 

 

 

Movements in share capital during the year ended 31 March 2018:

 

 

 

 

 

 

 

 

Balance at 1 April 2017

86,136 ordinary shares of £0.00001 each

 

 

2

 

 

 

 

Issue of shares

(i)

 

1

Bonus issue

(ii)

 

4,995

Balance prior to reorganisation

 

 

4,998

 

 

 

 

Share capital reorganisation

(iii)

 

54,884

Issue of shares

(iv)

 

16,513

JSOP share award

(v)

 

281

 

 

 

 

Balance at 31 March 2018

 

 

76,676

 

 

 

 

 

 

 

 

(i)         Prior to the AIM admission, a series of small share issues were made, totalling 13,810 shares of £0.00001 each, ahead of the larger capital reorganisation on admission to trading on AIM. Additionally, shares were issued as part settlement of the TrackTwo acquisition.  

(ii)         On 2 October 2017, each holder of equity shares in the capital of the Company was issued 4,999 bonus shares (credited as fully paid) for each existing share held, resulting in the issue of 499,530,108 shares.

(iii)        Immediately prior to the AIM admission, on 11 October 2017, all classes of ordinary equity share capital in issue (including shares issued on conversion of loan notes and preference shares, A shares, B1 shares, B2 shares, C1 shares, C2 shares, and D shares) were consolidated and converted to ordinary shares of £0.00075 each as part of the capital reorganisation on admission to trading on AIM. The issued share capital of the Company after this capital restructuring was £59,881.45 comprising of 79,841,931 ordinary shares.

(iv)        On admission to trading on AIM, the Company issued a further 22,017,652 ordinary shares which were allotted in connection with the placing. Immediately following Admission, the Company's issued share capital was £76,394.69, comprising of 101,859,583 ordinary shares of £0.00075 each (all of which is fully paid or credited as fully paid).

(v)         Since the AIM admission, 375,000 shares have been issued as JSOP awards to management. At 31 March 2018, the total number of shares in issue was 102,234,583.

 

 

 

20. Reconciliation of liabilities arising from financing activities

 

 

 

2017

Cashflows

Non-cash changes

2018

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Dunedin loan notes

44,911

-

(44,911)

-

Secured bank loans

1,245

(1,245)

-

 

Bank loans and overdrafts

24,815

(24,815)

-

-

Management loan notes

14,806

(7,542)

(7,264)

-

Management preference shares

1,347

 

-

(1,347)

-

 

 

 

 

 

 

 

 

 

 

 

87,124

(33,602)

(53,522)

-

 

 

 

 

 

 

 

As part of the capital restructuring immediately prior to the AIM admission, the loan notes and preference shares outstanding were partly converted into equity comprising 34,409,614 ordinary shares.  The remaining loan notes, preference shares and bank loans were repaid from the proceeds of the AIM admission.    

 

21. Share based payments

 

The Management Incentive Plan ('MIP')

The Group has a MIP designed to retain and incentivise the Executive Directors and selected key employees. The MIP consists of four parts, part A of which will enable the granting of enterprise management incentive and non-tax advantaged options to acquire Shares, part B of which will enable the awarding of joint ownership interests in Shares ('JSOP'), and part C of which will enable the awarding of restricted stock units for participants in the US, and Part D of which will enable the awarding of RSUs in France (together the 'Options'). 

 

Options granted to the Executive Directors are subject to the fulfilment of performance conditions including (a) the Group to achieve its initial IPO market consensus estimate for adjusted earnings per share ("EPS") for the financial year ending 31 March 2018, (b) the Group to achieve a total shareholder return for the three years from Admission in excess of the average total shareholder return of a peer group of comparable companies, and (c) the Group to achieve between 10 or 15 percent EPS growth for the financial year ending 31 March 2019.  Assuming conditions (a) and (b) are met 100 percent of the Options or Awards will vest, if EPS for the financial year ending 31 March 2019 exceeds the EPS for the year ending 31 March 2018 by 15 percent; 66 percent will vest if EPS for the financial year ending 31 March 2019 exceeds the EPS for the year ending 31 March 2018 by 10 percent.  There will be a straight line of vesting if EPS for the year ending 31 March 2019 exceeds the EPS for the year ending 31 March 2018 by between 10 percent and 15 percent.

 

Options granted to selected senior management and employees on Admission will be subject to performance condition (b) above and such conditions determined by the Remuneration Committee as being appropriate to their personal role and objectives. 

 

MIP awards have either nil exercise price payable (or there shall be no more than a nominal purchase price payable) in order to acquire Shares pursuant to Options. MIP awards have either 3 or 4 year vesting periods from the date of grant and can be equity settled only. 

 

The Employee Incentive Plan ('EIP')

In addition to the MIP, as stated in the AIM Admission Document, the Board intends to put in place a medium term Employee Incentive Plan ("EIP"). Under the EIP, a broad base of the Group's employees will be granted share options or share awards over a small number of shares. The EIP will be structured as is most appropriate under the local tax, legal and regulatory rules in the key jurisdictions and therefore may vary between those jurisdictions.

 

At 31 March 2018 a total of 2,977,775 share option and award grants had been made to employees (2017: nil). 

 

 

 

Details of the share based payments made are as follows:

 

 

 

 

2018

 

 

 

 

Number of share options

Weighted average exercise price

 

 

 

 

 

Outstanding at the beginning of the year

 

 

 

-


-

Granted during the year

 

 

2,977,775

-

Exercised during the year

 

 

-

-

Forfeited during the year

 

 

-

-

Expired during the year

 

 

-

-

Outstanding at the year end

 

 

2,977,775

-

 

 

 

 

 

Exercisable at the year end

 

 

-

-

 

 

 

 

 

 

No shares were exercisable in the year.

 

The options outstanding at 31 March 2018 had a weighted average remaining contractual life of 3 years and a nil or nominal exercise price.

 

During the year ended 31 March 2018, options were granted on 11 October 2017, 2 March 2018 and 27 March 2018 to certain senior management. The weighted average of the estimated fair values of the options outstanding is £0.69 per share. No options were granted in previous years.

 

The value of the options has been measured by the use of the Monte Carlo Option Pricing Model. The model simulates a variety of possible results, across 10,000 iterations for each of the options, by substituting a range of values for any factor that has inherent uncertainty over a number of scenarios using a different set of random values from the probability functions. The model takes any market-based performance conditions into account and adjusts the fair value of the options based on the likelihood of meeting the stated vesting conditions.

 

The inputs into the model were as follows:

 

 

 

 

 

2018

 

 

 

 

£'000

 

 

 

 

 

Weighted average share price at grant date

 

 

 

1.60

Exercise price

 

 

 

-

Volatility

 

 

 

30%

Weighted average vesting period

 

 

 

3

Risk free rate

 

 

 

0.53%

Expected dividend yield

 

 

 

3.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expected volatility was determined by calculating the historic volatility of the market the Group operates in. The expected expense calculated in the model has been adjusted, based on management's best estimate, for the effects of non-market based performance conditions and employee attrition.

 

The options outstanding which have time vesting criteria only were valued using a Black-Scholes model using the same inputs as above.

 

The Group recognised a total expense of £191,000 related to equity-settled share-based payment transactions in the current year (2017: £nil).

 

 

 

22. Operating lease commitments

 

At 31 March 2018, the Group has lease agreements in respect of properties and equipment for which the payments extend over a number of years. The future minimum lease payments under non-cancellable leases are as follows:

 

 

 

Due:

2018

 

2017

£'000

 

£'000

 

Within one year

 

452

 

 

498

Within two to five years

1,621

 

1,377

After five years

751

 

891

 

 

 

2,824

 

 

2,766

 

 

 

23. Financial instruments

 

Carrying amount of financial instruments

 

The carrying amounts of the financial assets and liabilities include:

 

 

2018

 

2017

£'000

 

£'000

Assets measured at amortised cost

27,625

 

17,467

Liabilities measured at amortised cost

(3,326)

 

(88,458)

 

 

 

 

 

The book value of the financial instruments is deemed to be approximate to fair value.

 

The Group's financial instruments comprise cash and cash equivalents, items such as trade payables and trade receivables which arise directly from its operations and in prior years bank borrowings. These financial instruments arise in the ordinary course of business and their main purpose is to provide finance for the Group's operations.

 

The Group's operations expose it to a variety of financial risks including credit risk, liquidity risk, interest rate risk, and foreign currency exchange rate risk. Given the size of the Group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the Company's finance department.

 

Credit risk

The Group's credit risk is primarily attributable to its trade receivables. The Group has implemented policies that require appropriate credit checks on potential customers before sales are made.

 

Interest rate risk

The Group has interest-bearing assets and previously interest-bearing liabilities. Interest-bearing assets comprise only cash and cash equivalents which earn interest at a variable rate. The Group historically had a policy of maintaining debt at fixed rates to ensure certainty of future interest cash flows and will reconsider were the Group to re-incur indebtedness. The directors will revisit the appropriateness of this policy should the Group's operations change in size or nature. The Group has no derivative transactions outstanding at 31 March 2018. As at 31 March 2018, given the low levels of interest earned on these balances, if LIBOR had increased or decreased by 0.5% the effect on post-tax profit and equity would have been minimal.

 

The Group's cash and cash equivalents earned interest at a variable rate during the year.

 

Details of the terms of the Group's prior borrowings are disclosed in notes 17 and 18.

 

 

 

 

Liquidity risk

The Group maintains a committed RCF alongside its cash balances designed to ensure it has sufficient available funds for operations and planned expansions. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due.

 

Foreign currency exchange rate risk

The Group is exposed to foreign currency exchange rate risk mainly as a result of trade receivables and payables which will be settled in Euros and US Dollars. During the year the Group did not enter into any arrangements to hedge this risk, as the Directors did not consider the exposure to be significant given the short-term nature of the balances. The Group will review this policy as appropriate in the future.

 

 

 

 

GBP

'000

Euro

'000

USD

'000

CHF

'000

SGD

'000

HKD

'000

 

 

 

 

 

 

 

 

 

Receivables

12,368

3,033

3,016

565

434

-

 

 

 

 

 

 

 

 

 

Cash

4,736

3,858

1,513

81

921

26

 

 

 

 

 

 

 

 

 

Payables

(1,700)

(472)

(308)

(35)

(2)

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

15,404

6,419

4,221

611

1,353

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

 

 

24. Capital risk management

 

The Group defines capital as being share capital plus all reserves, which amounted to £82,972,000 as at 31 March 2018 (2017: £(4,546,000)). The Group currently holds net cash balances. The Board of Directors monitors the level of capital as compared to the Group's requirements. The Group is not subject to any externally imposed capital requirements.

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and maintain an optimal capital structure to reduce the cost of capital.

 

The Group defines capital as being share capital plus all reserves, which amounted to £82,972,000 as at 31 March 2018 (2017: £(4,546,000)). The Board of Directors monitors the level of capital as compared to the Group's long term debt commitments and adjusts the ratio of debt to capital as is determined to be necessary, by issuing new shares, reducing or increasing debt, paying dividends and returning capital to shareholders.

 

 

25.  Related party disclosures

 

Transactions with directors

 

Transactions with directors, or entities in which a director is also a director or partner:

 

 

 

 

Year ended

31 March 2018

 

Year ended

31 March 2017

 

 

 

£'000

 

£'000

 

 

 

 

 

 

Consultancy services provided by a director - Mr T Trotter

 

 

23

 

20

 

 

 

 

 

 

 

 

 

Key management, being the Board of Directors, held both loan notes and preference shares in the Group. At 31 March 2018, management loan notes totalled £nil (2017: £14,806,000) and management preference shares totalled £nil (2017: £1,347,000). Further details are provided in note 20.

 

Transactions with shareholders

 

In the period ended 31 March 2018, the Group paid monitoring fees of £nil (2017: £261,000) to Dunedin LLP, a major shareholder of the Company prior to the AIM admission. At 31 March 2018, loan notes due to Dunedin totalled £nil (2017: £44,911,000). Further details around the nature of these instruments are provided in note 20.

 

26. Ultimate controlling party

 

At the year end there is no ultimate controlling party.

 

27. First time adoption of IFRS

 

As stated in note 1, these are the Group and Company's first financial statements prepared in accordance with IFRS.

 

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for  the period ended 31 March 2017.  The Company was incorporated on 22 January 2016 and therefore preparation of an opening IFRS Statement of Financial Position (the Company's date of transition) has been performed retrospectively.

 

In preparing its opening IFRS Statement of Financial Position, the Group and Company has adjusted amounts reported previously in financial statements prepared in accordance with UK GAAP (previous GAAP). An explanation of how the transition from previous GAAP to IFRSs has affected the Group and Company's financial position and financial performance is set out below in the tables and associated notes. There has been no impact on the Company's financial position and financial performance in the period ended 31 March 2017.

 

 

 

As previously presented

 

Effect of transition 

 

IFRS (as represented) 

 

Assets

31 March 2017

£'000 

 

31 March 2017

£'000 

 

31 March 2017

£'000 

 

Non-current assets

 

 

 

 

 

 

Goodwill                                                         (a)

47,261

 

4,268

 

51,529

 

Intangible assets

23,213

 

 

 

23,213

 

Property, plant and equipment

 

451

 

 

 

451

 

 

 

 

 

 

 

 

Total non-current assets

70,925

 

4,268

 

75,193

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Trade and other receivables

12,087

 

 

 

12,087

 

Cash and cash equivalents

 

8,023

 

 

 

8,023

 

 

 

 

 

 

 

 

Total current assets

20,110

 

 

 

20,110

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade and other payables

 

(10,024)

 

 

 

(10,024)

 

 

 

 

 

 

 

 

Total current liabilities

 

(10,024)

 

 

 

(10,024)

 

 

 

 

 

 

 

 

Net current assets

10,086

 

 

 

10,086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

Borrowings

(85,879)

 

 

 

(85,879)

 

Deferred tax provision

(3,946)

 

 

 

(3,946)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-current liabilities

 

(89,825)

 

 

 

(89,825)

 

 

Net assets/(liabilities)

 

(8,814)

 

 

4,268

 

 

(4,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Issued share capital

86

 

 

 

86

 

Share premium

 

 

 

 

 

 

Retained earnings

(8,676)

 

4,268

 

(4,408)

 

Foreign exchange reserve

(224)

 

 

 

(224)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,814)

 

4,268

 

(4,546)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As previously reported

 

Effect of transition 

 

IFRS (as represented) 

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

Revenue

49,240

 

 

 

49,240

Cost of sales

 

(32,515)

 

 

 

 

(32,515)

 

 

 

 

 

 

Gross profit

16,725

 

 

 

16,725

 

 

 

 

 

 

Administration expenses (a)

(17,503)

 

4,782

 

(12,721)

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

(778)

 

4,782

 

4,004

 

 

 

 

 

 

Finance income

5

 

 

 

5

Finance expense

(7,880)

 

 

 

(7,880)

 

 

 

 

 

 

 

 

 

 

 

 

Profit/(loss) before income tax

(8,653)

 

4,782

 

(3,871)

 

 

 

 

 

 

Taxation (a)

(23)

 

(514)

 

(537)

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

(8,676)

 

4,268

 

(4,408)

 

 

 

 

 

 

Exchange differences on translation of foreign operations

(224)

 

 

 

(224)

 

 

 

 

 

 

 

Total comprehensive expense for the period

 

 

(8,900)

 

 

4,268

 

 

(4,632)

 

 

 

 

 

 

The previously reported goodwill was being amortised under previous GAAP; however is not amortised under IFRS and an annual impairment review is undertaken, with the associated deferred tax movement. In addition the previously capitalised acquisition costs of £1,460,000 can no longer be capitalised under IFRS and has, therefore, been recognised as an expense within the Consolidated Statement of Comprehensive Income.

 

The policies applied under the entity's previous accounting framework are not materially different to IFRS and have not impacted equity or profit or loss.

  

 


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