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RNS
Harvey Nash Group PLC  -  HVN   

PRELIMINARY RESULTS

Released 07:00 27-Apr-2018

RNS Number : 3141M
Harvey Nash Group PLC
27 April 2018
 

27 April 2018

HARVEY NASH GROUP PLC

("Harvey Nash" or the "Group")

PRELIMINARY RESULTS

24% uplift in core profit before tax

 

Harvey Nash, the global technology recruitment and outsourcing group, announces its preliminary results for the year ended 31 January 2018, delivering a record performance.

 

 

Financial Results

 

Constant Currency

 

 

2018

2017

 

Variance

 

Variance

Revenue

 

£889.3m

£784.3m

 

13.4%

 

9.2%

Gross profit

 

£100.1m

£97.9m

 

2.2%

 

(0.6%)

Core1 operating profit

 

£11.4m

£9.3m

 

22.6%

 

16.8%

Operating profit

 

£6.0m

£9.2m

 

(34.4%)

 

(40.5%)

Core1 PBT

 

£10.8m

£8.6m

 

24.4%

 

18.2%

Profit before tax

 

£5.4m

£8.5m

 

(37.1%)

 

(43.7%)

Core1 EPS

 

11.46p

8.86p

 

29.3%

 

 

EPS

 

4.74p

8.70p

 

(45.5%)

 

 

Final dividend

 

2.652p

2.525p

 

5.0%

 

 

Net cash from operating activities

 

£0.6m

£15.1m

 

(96.3%)

 

 

Net cash at 31 January

 

(£6.8m)

£5.6m

 

(221.4%)

 

 

 

Albert Ellis, Chief Executive Officer of Harvey Nash, commented: 

"The Group delivered an excellent performance in the year to January 2018, driven by our transformation programme which saw us sharpen our focus on the buoyant demand for technology skills, streamline our operations and complete two earnings enhancing acquisitions. This combination of organic and acquisitive growth, our renewed strategy and transformed cost base resulted in a 24% uplift in Core profit before tax and an increased core conversion margin from 9.5% to 11.7%.

 

I am particularly delighted by the outstanding performance of the UK business against a backdrop of Brexit related uncertainty and an overall decline in demand reported by many others in our sector. A successful acquisition in IT solutions, increased demand in the regions and strong growth in Financial Services in London has contributed to this excellent result.

 

We are encouraged by the strong trading momentum in the second half of the year to January 2018 which has continued into the current year. As a result, the Board is confident the Group will continue to make significant progress in the year ahead."

 

Financial Highlights

•   Revenue increased by 13.4% to a record level of £889.3m

•   Core1 operating profit increased by 22.6% to £11.4m

•   Operating profit decreased 34.4% to £6.0m

•   Core1 PBT increased by 24.4% to £10.8m

•   Core1 EPS increased by 29.3% to 11.46p

•   Final dividend increased by 5.0% to 2.652p

 

Operational Highlights

•   Transformation programme on track with expected annualised savings of £2.0m. The cost of this programme impacted statutory results

•   Listing successfully moved to AIM to support growth strategy

•   Two acquisitions successfully integrated and already delivering synergies:

PAT (July 2017), a Swedish leadership consulting business 

Crimson (September 2017), a UK IT solutions and recruitment business

•   In the UK & Ireland, robust growth and market share gains achieved despite the sector being materially affected by Brexit uncertainty

Gross profit increased by 7.2% and operating profit by 7.6%

Robust organic growth across Ireland, Scotland and offices outside London

In London Financial Services division achieved revenue growth of 28%

Multiple managed service contracts won by Recruitment Solutions division

Contractor numbers up 23% year on year at 31 January 2018

•   In Europe strong organic growth was reported in Benelux and Nordics with benefits flowing from streamlining actions taken during the year in Central Europe

Excellent organic growth from the Benelux with 16.9% increase in gross profit and 20.7% increase in operating profit

Nordics gross profit up 5.3% with 47.2% increase in operating profit

Strong year on year growth in contractor numbers (up 20% at 31 January 2018) underpinning profit growth and momentum at the start of the current year

Outstanding organic growth in Finland, with gross profit up 35.4%

Turnaround in Germany achieved in second half of the year

•   In Rest of the World, although gross profit fell 11.9% the benefits from the transformation programme resulted in operating profit of £0.9m (2017: £0.2m)

Record revenues for Executive Search in the USA

Operating profit in Vietnam increased by 60.3%

 

Enquiries:

 

 

Harvey Nash

Albert Ellis (CEO) and Mark Garratt (CFO)

Tel: 020 7333 2635

Hudson Sandler

Michael Sandler and Hattie O'Reilly

Tel: 020 7796 4133

Panmure Gordon (Nominated Adviser & Broker) 

Ben Thorne, Erik Anderson, Andrew Potts

Tel: 020 7886 2500  

 

Key:    

1 Core results exclude non-recurring items and the impact of offices closed during the current financial year. The impact of these closed offices is described as 'non-core'. There were no office closures in the year ended 31 January 2017. For further details see notes 8 to the financial information.

 

Note: Alternative Performance Measures

The Group uses Alternative Performance Measures (APMs) as key performance indicators to assess underlying performance of the Group. All references to non-recurring items, core operations, or net debt throughout this report meet the definition of an APM. Descriptions of these APMs and a reconciliation to their equivalent statutory measures will be detailed on pages 89 to 90 in our Annual Report and Accounts.

 

 

CEO Review

I am delighted to report excellent results showing strong organic growth and an encouraging contribution from the two acquisitions made during the year. It is particularly pleasing that these results are ahead of expectations, which were raised four times over the course of the year.

Transformation Programme

During the year, management implemented a Transformation Programme taking action in the following key areas:

·      to focus on our key strength in the Technology and Digital Transformation markets

·      to invest in our market-leading businesses in the UK, Europe and Vietnam

·      to streamline operations by closing underperforming offices, reviewing overheads and driving efficiencies

·      to move the Company's listing to AIM, a more appropriate environment for the Group's acquisition strategy

The early results of this transformation are very positive, with accelerated profit growth in the second half. This can be clearly seen in the proportion of Group operating profit in the second half of the year, which represented 60.7% of the total. The success of the transformation is also reflected in the conversion ratio (operating profit as a proportion of gross profit) improving, on a core basis to 12.6% for the second half of the year. Full year conversion was 10.7% on a statutory basis (2017: 9.5%).

Financial Performance

The year saw record revenue of £889.3m, up 13.4%, and gross profit of £100.1m, up by 2.2%. Core profit before tax and non-recurring items increased by 24.4% to £10.8m (2017: £8.6m). On a total basis, taking account of the impact of closed offices, profit before tax and non-recurring items was £10.1m. Removing these closed offices reduced the Group's core revenue and gross profit but lifted core operating profit.

Results from the UK & Ireland were excellent, with gross profit increasing by 7.2% and operating profit before non-recurring items and Group costs up 7.6%. The strategy to increase market share by growing the scale of the business through prudent headcount increases, an acquisition and broad geographic coverage has resulted in a strong set of results.

With the UK market materially affected by the uncertainty surrounding Brexit, the business focused on buoyant demand for technology skills in areas such as the Financial Services sector where a combination of compliance challenges and Brexit preparations are creating demand for technology skills and offices outside of London where demand was stronger.

Changes to the tax treatment of freelancers working in the Public Sector (IR35 legislation) resulted in some disruption in the first half of the year but demand and profits rebounded in the second half. While Executive Search reflected the cautious stance adopted by business with gross profit down by 10.5%, permanent placements in IT recruitment was up 13.8%. Multiple contract wins in the Recruitment Solutions division during the year lifted organic growth and the total number of contractors at the year-end was up 23.0% on the prior year. Gross profit for outsourced IT solutions and software development increased by 10.4%.

In Europe, our market leading businesses in Belgium, Netherlands, Sweden and Finland delivered strong organic growth. Contractor growth of 20% increased gross profit in the Benelux by 16.9%. Growth in Executive Search including the acquisition of PAT in Sweden increased gross profit in the Nordics by 5.3%.

Actions were taken to restructure our businesses in Norway, Switzerland and Germany, by reducing headcount and property costs. Whilst this was reflected in the 15.8% decline in Central Europe gross profit, operating profit for the second half of the year was £0.4m, more than double that of the first half.

In the Rest of the World, an operating profit of £0.9m was achieved compared to £0.2m in the prior year thanks to record results in US Executive Search and strong profit growth in Vietnam. A key part of the Transformation Programme included a number of office closures, particularly in Asia. Excluding the results of these locations, core operating profit in the Rest of the World was £1.4m.

Dividend

The Board is recommending a 5.0% increase in the final dividend to 2.652 pence per share (2017: 2.525p) in line with the Group's progressive and sustainable dividend policy. This gives a total dividend for the year of 4.30 pence per share (2017: 4.09p). Subject to approval at the Annual General Meeting on 28 June 2018, the final dividend will be paid on 6 July 2018 to shareholders on the register on 15 June 2018.

Technology

The Group generates approximately eighty percent of its gross profit in the technology and digital markets.

The Group's own 2017 global survey of IT leaders identified that four out of ten companies are increasing their investment in digital strategies and two thirds of CIOs are experiencing skills shortages, driving up demand. Latest research suggests that many jobs in administration, production, retail, logistics and sales will be replaced in the future by robotics or intelligent software automation.

Our global reach of Technology Recruitment and Outsourcing specialisation differentiates Harvey Nash. We are well placed to benefit from the increasing investment in digital and the automation and artificial intelligence and big data analytics trends identified in recent studies.

Strategy

We have a clear strategic vision. We aim to continue to be one of the market leading technology recruitment, executive search and outsourcing brands in the UK, Northern Europe and Vietnam with support from challenger brands in Australia and the USA. Investment is primarily focused in locations where we have scale, a well-recognised brand and opportunities for growth.

We offer a one-stop-shop approach to technology and digital recruitment. Our unique portfolio of services leverages the needs of our clients, from the very top of an organisation down to the operational level, from CIO to developer and offshore project manager. This model is resilient, supporting the Group throughout the business cycle.

Our growth model is founded on two core activities, acquisitions and organic growth.

In July 2017 the Group moved its stock market quotation from the Main Market to the AIM market of the London Stock Exchange. One of the purposes of this was to facilitate future acquisitions to complement organic growth in our existing businesses. Critically, owners of businesses which would fit with the Group have been attracted to our strategic platform and management culture. We have been successful over the years in attracting, integrating and retaining entrepreneurs to continue working within the Group long after their earnout is finished.

Attracting the very best employees is critical to driving growth. We invest in our people, fostering an inclusive and collegiate culture. We were the first recruitment business to be awarded the Ernst and Young National Equalities Standard, the accepted standard for inclusiveness in business across the UK and increasingly the world. Another attraction for our employees is our corporate purpose.

Board changes

Mark Garratt joined the Board in April 2017. In the course of year, he has assumed additional responsibilities to those for which he was recruited particularly to include much of the Group's IT infrastructure, including cyber security. The Board has decided formally to broaden the scope of Mark's responsibilities, effective 1 May 2018 and to change his title to Chief Financial Officer.

Outlook and Current Trading

We are encouraged by the strong trading momentum in the second half of the year to January 2018 which has continued into the current year. As a result, the Board is confident the Group will continue to make significant progress in the year ahead.

 

 

Albert Ellis

Chief Executive Officer

 

Group Finance Director's Review

Overview

I am delighted that in my first year as Group Finance Director the Group has performed so strongly whilst going through significant changes, including acquisitions and the transformation programme.

Record revenue increased by 13.4% to £889.3m (2017: £784.3m) and gross profit increased by 2.2% to £100.1m (2017: £97.9m). On a constant currency basis, revenue grew by 9.2% while gross profit decreased by 0.6%.

Closing fee earner headcount increased by 1.0% on the previous year to 619. Investment in UK and Benelux and acquisitions was offset by reductions in Germany and USA. Acquisitions accounted for 25 additional fee earners in the UK and Sweden.

The net finance charge of £0.7m was unchanged on the prior year as average net borrowings remained similar. The cost of acquisitions and the transformation programme were offset by strong trading cashflows.

Profit before tax and non-recurring items and closed offices increased by 24.4% to £10.8m (2017: £8.6m) whereas the statutory profit after tax fell by 41.6% to £3.5m (2017: £6.0m) once account is taken of the transformation programme and other non-recurring items.

The Group had a net borrowings position at 31 January 2018 of £6.8m (2017: net cash of £5.6m) which relates to the working capital required to fund higher levels of trading, and has no long-term debt. The Group is managed by geography in the main and in the cases of the UK & Ireland and the Benelux, the overall results are very similar to core performance whereas Nordics, Central Europe and the Rest of the World was impacted more by the transformation programme. 

United Kingdom and Ireland

The UK and Irish businesses performed well, growing revenue and gross profit while the market declined.

 

 

 

2018

2018

2017

Variance

 

Core

Total

Restated*

Core

Total

 

£m

£m

£m

%

%

Gross profit

39.4

39.7

37.0

6.5%

7.2%

Operating profit

6.8

6.7

6.2

9.0%

7.6%

 

 

 

 

 

 

Group and central service costs

 

(5.7)

(4.8)

 

18.1%

Total Operating Profit

 

1.0

1.4

 

(28.2%)

 

* In the current year, Group and central service costs are presented separately to show underlying trading performance in each segment. The 2017 results have been restated on the same basis.

 

The UK & Ireland represented 39.7% of the Group's gross profit in 2018 (2017: 37.8%). The business employs 280 fee earners in ten offices and is recognised as a leading market specialist in executive and specialist technology talent provision. On a core basis, the UK & Ireland represented 40.1% (2017: 38.7%). Executive Search and interim revenue accounted for 10% of gross profit, Technology Recruitment 75% and Outsourcing 15% (2017: 12%, 74% and 14% respectively).

 

Gross profit of £39.7m was up 7.2% year-on-year, up 6.6% on a constant currency basis. Core operating profit was £6.8m, up 9.0% on the prior year (8.2% on a constant currency basis). Taking account of the closed office in Cork, total operating profit grew 7.6% to £6.7m.

 

Demand was more robust for IT recruitment outside London, with Scotland, Ireland, the Midlands and Northern England reporting strong growth. Total gross profit from the UK businesses outside London grew by 18.2% albeit £1.7m related to the Crimson acquisition. London was mixed with strong growth with financial services clients held back by reduced demand for executive and interim roles.

 

Group and central service costs include the Group marketing, IT and finance functions as well as listing and Board costs. The Group transformation yielded cost savings of £0.3m in the second half of the year, offset by £1.1m of variable pay accrued on the improved results (2017: £nil).

 

Mainland Europe

Mainland Europe accounts for 41.2% of the Group's total gross profit (2017: 39.9%). The Group employs 230 fee earners in 17 offices in nine countries and benefits from leading market positions.

 

 

 

2018

2018

2017

Variance

 

Core

Total

Restated*

Core

Total

 

£m

£m

£m

%

%

Benelux

19.1

19.1

16.3

16.9%

16.9%

Central Europe

7.2

7.4

8.8

(17.9%)

(15.8%)

Nordics

14.7

14.7

14.0

5.3%

5.3%

Gross profit

41.0

41.2

39.1

4.9%

5.4%

 

 

 

 

 

 

Benelux

7.2

7.2

6.0

20.7%

20.7%

Central Europe

0.6

0.5

0.9

(33.4%)

(42.0%)

Nordics

1.2

1.2

0.8

47.2%

47.2%

Operating profit

9.0

8.9

7.7

16.8%

15.7%

* In the current year, central costs have been separated out to show underlying trading performance in each segment. The 2017 results have been restated on the same basis.

 

Revenue in Mainland Europe increased by 14.0% to £529.3m (2017: £464.4m) and gross profit increased by 5.4% to £41.2m (2017: £39.1m). On a constant currency basis, growth was 7.8% and 0.3% respectively. Operating profit increased by 15.7% to £8.9m (2017: £7.7m), up 9.8% on a constant currency basis. Across the region, Technology Recruitment placements accounted for 64.2% of gross profit and leadership services placements accounted for 35.8%.

 

Benelux

Results from the Netherlands and Belgium were excellent, with gross profit increasing by 16.9% to £19.1m (10.5% on a constant currency basis). Operating profit increased to £7.2m (2017: £6.0m) up 20.7% (14.1% on a constant currency basis). This was supported by investment in fee earner headcount, which rose from 82 to 88 over the year.

 

The Netherlands performed very well year on year, growing gross profit by 16.7% (10.3% on a constant currency basis) and operating profit by 15.4% (up 9.3% on a constant currency basis) driven by growing contractor numbers. In addition, an accounting estimate for aged accrued liabilities in the Netherlands was re-assessed following a detailed review resulting in a non-recurring credit to the income statement. In Belgium, the Group continued to make very good progress, with gross profit increasing by 17.0% (10.5% on a constant currency basis) with both the Harvey Nash and Talent IT brands showing double digit growth in both gross profit and operating profit.

 

Nordics

The Nordics region comprising Sweden, Norway, Finland and Denmark also reported encouraging growth. Revenue and gross profit increased by 4.5% and 5.3% respectively (0.2% and 1.1% on a constant currency basis). Operating profit grew by 47.2% to £1.2m (41.6% at constant currency) mainly as a result of transformation actions taken during the year to reduce the cost base in Oslo and Copenhagen. Sweden accounts for 84.7% of gross profit, reported strong financial results, supported by the acquisition of PAT in July 2017. Operating profit grew by 65.7% (62.0% constant currency) and 26.0% excluding the impact of PAT. Norway gross profit was 11.5% lower (16.1% constant currency). Over the year, the management team was strengthened, the office was relocated and performance is improving. Record gross profit was achieved in Finland with an increase of 35.4% (28.8% constant currency) due to growth in Executive Search and Board Services. This resulted in an operating profit compared to a small loss in the prior year.

 

Central Europe

The Group's Central Europe region comprises Germany, Switzerland and Poland. Both our German and Swiss operations have been through a period of restructure and transformation including reductions in management, fee earners and property overheads. As a result of this restructure, fee earners were reduced by 28% in Germany and 29% in Switzerland. As a result, overall revenue fell in this region by 13.6% (17.9% on a constant currency basis), while gross profit fell by 15.8% (20.0% on a constant currency basis) to £7.4m. Although operating profit fell for the year by 42.0% (43.7% on a constant currency basis) the second half reflected the progress made from the actions taken. In Germany gross profit was 12.8% lower (17.6% on a constant currency basis). In Switzerland, gross profit was 26.1% lower (28.4% on a constant currency basis). Poland saw strong growth, with gross profit increasing by 23.6% (14.0% on a constant currency basis). The in-country Technology Recruitment business has achieved strong growth and provides nearshore recruiting support for other European  IT recruitment businesses. 

 

Rest of World

Results from the rest of the world were mixed, with strong performances from the remaining offices in Asia Pacific following the effects of the transformation programme.

 

 

2018

2018

2017

Variance

 

Core

Total

Restated*

Core

Total

 

£m

£m

£m

%

%

USA

13.8

13.9

16.6

(16.7%)

(16.4%)

Asia Pacific

3.8

5.3

5.2

(26.9%)

2.7%

Gross profit

17.6

19.2

21.8

(19.1%)

(11.9%)

 

 

 

 

 

 

USA

0.4

0.1

0.7

(51.1%)

(80.8%)

Asia Pacific

1.0

0.7

(0.5)

(295.4%)

(239.5%)

Operating profit

1.4

0.8

0.2

487.0%

268.9%

* In the current year, central costs have been separated out to show underlying trading performance in each segment. The 2017 results have been restated on the same basis.

 

USA

The USA represented 13.9% of the Group's gross profit in 2018 (2017: 17.0%). The USA is the largest market for technology recruitment in the world, and though fragmented, it offers strong growth potential. The Group has five offices in the USA, with 65 fee earners and 45 offshore recruiters based in Vietnam supporting well-known multinational clients. During the year the loss-making office in Denver was closed. The US Technology Recruitment business has faced acute skills shortages particularly on the West Coast, which reduced conversion rates from vacancies into placements reducing contractor numbers and the level of permanent placements compared  to the prior year. Gross profit declined by 16.4% to £13.9m, (down 18.9% on a constant currency basis). In the current year, 24% of gross profit related to Executive Search, with 54% Technology Recruitment and 22% Outsourcing (2017: 17%, 59% and 24% respectively). Excluding the impact of the Denver office closure, core operating profit fell to £0.4m, down 51.1% (59.6% constant currency). On a total basis, operating profit was £0.1m (2017: £0.7m).

 

Asia Pacific

Management have taken a number of actions in Asia to improve performance in FY19, including the closure of the Hong Kong office and the Executive Search businesses in Japan and Singapore. The focus in the region is on IT outsourcing from Vietnam and the Australian recruitment and offshore business. Led by a strong performance from Vietnam, Asia Pacific gross profit increased by 2.7% to £5.3m (2017: £5.2m), with an operating profit of £0.7m compared to a loss of £0.5m in the prior year. On a core basis, stripping out these closed offices operating profit increased to £1.0m (2017: loss of £0.5m).

 

 

 

Service Line

 

 

2018

2018

2017

Variance

 

Core

Total

Restated*

Core

Total

 

£m

£m

£m

%

%

Executive Search

21.9

23.5

23.7

(7.4%)

(1.0%)

Technology Recruitment

64.1

64.5

63.1

1.5%

2.3%

Outsourcing

12.1

12.1

11.1

8.8%

8.8%

Total Gross Profit

98.1

100.1

97.9

0.2%

2.2%

Executive Search

2.3

2.0

0.8

177.0%

143.0%

Technology Recruitment

12.9

12.5

11.4

12.7%

9.3%

Outsourcing

1.9

1.9

1.9

2.3%

2.3%

Total Operating Profit

17.1

16.4

14.1

21.1%

16.3%

Central Costs

(5.7)

(5.7)

(4.8)

18.1%

18.1%

Total Operating Profit

11.4

10.8

9.3

22.6%

15.4%

 

* In the current year, central costs have been separated out to show underlying trading performance in each segment. The 2017 results have been restated on the same basis.

 

Operating profit in all service lines grew, with IT Solutions and Outsourcing showing the strongest growth in gross profit with operating profit improved in the UK and Asia offset weaker lower results from the USA. On a total basis, growth was similar in both the Technology Recruitment and Outsourcing service lines. Executive Search's growth was strong in the USA, stable in the UK & Europe and reduced in Asia due to headcount reductions in offices subject to closure. Excluding the impact of closed offices, Group operating profit before non-recurring items increased by 22.6% to £11.4m (2017: £9.3m). On a statutory basis, Group operating profit before non-recurring items was £10.8m, an increase of 15.4% (9.9% on a constant currency basis). Central costs are discussed above in the UK & Ireland segment.

Taxation

The overall effective rate of tax is a function of the mix of profits between the various countries in which the Group operates, with higher rates in the USA, Belgium and Germany, offset by lower rates elsewhere.

The tax charge for core operations for the year before non-recurring items was £2.4m (2017: £2.2m) giving an effective rate of tax on core operations of 22.6% (2017: 25.5%). The full charge for the year was £1.9m (2017: £2.2m) yielding an effective rate of tax of 34.9% (2017: 25.9%) this is higher due to the impact of office closures and the accrual release in the Netherlands which have a higher tax rate than the Group average.

The deferred tax asset of £3.8m (2017: £2.8m) relates primarily to accrued Group interest charges payable by the USA business and tax losses.

Earnings per Share

Basic earnings per share decreased to 4.80p (2017: 8.70p). EPS for core operations, before non-recurring items increased to £11.46p (2017: 8.86p).

Balance Sheet

Total net assets at the year-end were £60.8m (2017: £62.0m). Property, plant and equipment decreased by £0.6m to £2.6m (2017: £3.2m) with depreciation exceeding new capital spending. Intangible assets increased by £7.3m to £62.4m due to the two acquisitions. Offsetting this was the £0.8m impairment in Japan. An increase in net trade receivables to £120.9m (2017: £102.9m) was due to higher levels of trading in the quarter preceding the year end. Debtor days were 39.5 days at 31 January 2018 compared to (2017: 38.0 days. Accrued income increased by £6.0m, a result of timing of the weekly invoicing cycle. Trade payables increased by £10.1m to £78.5m in line with higher trading and timings of contractor payrolls. Accruals increased to £56.2m (2017: £52.5m) due mainly to the timing of contractor payments in Benelux.  Deferred consideration increased to £4.1m (2017: £0.2m), as a result of the two acquisitions during the year.

Cash Flow

Net cash generated from operating activities was £0.5m (2016: £15.1m). The decrease is due to increased working capital as a result of the higher levels of trading, the costs of transformation (£4.5m) and acquisitions (£8.0m). The overall net debt position at 31 January 2018 was £6.8m (2017: net cash of £5.6m). Other significant cash outflows in the year included dividend payments of £3.0m (2017: £2.8m) and tax payments of £3.3m (2017: £2.9m). Capital expenditure was lower at £0.8m (2017: £1.0m). 

Banking Facilities

The Group maintains adequate headroom in its banking facilities. During the year its invoice discounting facilities were increased from £60.0m to £70.0m. The facilities are available in the UK & Ireland, Benelux and the USA. A facility of £2.75m with Close Finance was added to the Group's existing facilities through the UK acquisition of Crimson.

 

 

 

Mark Garratt

Group Finance Director

 

Consolidated Income Statement

for the year ended 31 January 2018

 

 

Notes

 

2018

Core*

£'000

2018

Non-core*

£'000

2018

Total

£'000

2017

£'000

Continuing operations

 

 

 

 

 

 

Revenue

 

 

885,651

3,608

889,259

784,328

Cost of sales

 

 

(787,585)

(1,600)

(789,185)

(686,449)

Gross profit

4

 

98,066

2,008

100,074

97,879

Administrative expenses

 

 

(86,637)

(2,685)

(89,322)

(88,559)

Operating profit before non-recurring items

 

 

11,429

(677)

10,752

9,320

Non-recurring items

8

 

(2,958)

(1,762)

(4,720)

(119)

Operating profit

4

 

8,471

(2,439)

6,032

9,201

Finance costs

 

 

(671)

-

(671)

(676)

Profit before tax

 

 

7,800

(2,439)

5,361

8,525

Income tax expense

5

 

(1,992)

123

(1,869)

(2,206)

Profit for the year from continuing operations

 

 

5,808

(2,316)

3,492

6,319

Discontinued operations

 

 

 

 

 

 

Loss from discontinued operations

 

 

-

-

-

(340)

Profit for the year attributable to owners of the Company

 

5,808

(2,316)

3,492

5,979

 

 

 

 

 

 

 

Earnings per share from continuing operations

 

 

 

 

 

 

 - Basic  

7

 

7.99p

 

4.80p

8.70p

 - Diluted

7

 

7.81p

 

4.70p

8.70p

 

 

 

 

 

 

 

               

 

*Core results exclude the impact of offices closed during the current financial year. These excluded items are described as 'non-core'. There were no office closures in the year ended 31 January 2017. See note 8 for further details on Alternative Performance Measures.

 

 

Consolidated Statement of Comprehensive Income

for the year ended 31 January 2018

 

 

2018

£'000

Profit for the year

 

3,492

Foreign currency translation differences (1)

 

(2,095)

4,669

Disposal of net investment (1)

 

(5)

Other comprehensive (loss) / income for the year

 

(2,100)

Total comprehensive income for the year attributable to owners of Company

1,392

         

(1) These differences may be recycled into the Consolidated Income Statement if specific conditions are met.

 

Consolidated Balance Sheet

as at 31 January 2018

 

Notes

2018

£'000

2017

£'000

ASSETS

 

 

 

Non-current assets

 

 

 

Intangible assets

 

62,381

55,074

Property, plant and equipment

 

2,623

3,201

Investments

 

234

264

Deferred tax assets

5

1,483

2,167

Loans receivable

 

2,015

1,976

 

 

68,736

62,682

Current assets

 

 

 

Trade and other receivables

 

152,664

128,926

Deferred tax assets

5

2,270

794

Cash and cash equivalents

 

10,487

20,250

 

 

165,421

149,970

Total assets

 

234,157

212,652

LIABILITIES

 

 

 

Current liabilities

 

 

 

Trade and other payables

 

(148,294)

(133,186)

Current income tax liabilities

 

(1,575)

(2,307)

Borrowings

 

(17,261)

(14,694)

Deferred consideration

 

(1,000)

(171)

Provisions

 

(1,991)

(96)

 

 

(170,121)

(150,454)

Net current liabilities

 

(4,700)

(484)

Non-current liabilities       

 

 

 

Deferred consideration

 

(3,060)

-

Long-term provisions

 

(321)

-

Deferred tax liabilities

5

-

(159)

 

 

(3,381)

(159)

Total liabilities

 

(173,502)

(150,613)

Net assets

 

60,655

62,039

EQUITY

 

 

 

Ordinary shares

 

3,673

3,673

Share premium

 

8,425

8,425

Fair value and other reserves

 

15,079

15,079

Own shares held

 

(811)

(910)

Cumulative translation reserve

 

4,540

6,640

Retained earnings

 

29,749

29,132

Total equity

 

60,655

62,039

 

 

 

Consolidated Statement of Changes in Equity

for the year ended 31 January 2018

 

 

Share

capital

Share

premium

Fair value and other reserves

Own shares

held

Cumulative translation reserve

Retained

earnings

 

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

1 February 2016

3,673

8,425

15,079

(1,032)

1,971

26,002

54,118

Profit for the year

-

-

-

-

-

5,979

5,979

Currency translation adjustments

-

-

-

-

4,669

-

4,669

Total comprehensive income for the year

-

-

-

-

4,669

5,979

10,648

Movement in own shares

-

-

-

122

-

-

122

Dividends paid

-

-

-

-

-

(2,849)

(2,849)

31 January 2017

3,673

8,425

15,079

(910)

6,640

29,132

62,039

 

1 February 2017

3,673

8,425

15,079

(910)

6,640

29,132

62,039

Profit for the year

-

-

-

-

-

3,492

3,492

Currency translation adjustments

-

-

-

-

(2,100)

-

(2,100)

Total comprehensive income for the year

-

-

-

-

(2,100)

3,492

1,392

Employee share option and bonus plan

-

-

-

-

-

187

187

Movement in own shares

-

-

-

99

-

(33)

66

Dividends paid (note 6)

-

-

-

-

-

(3,029)

(3,029)

31 January 2018

3,673

8,425

15,079

(811)

4,540

29,749

60,655

 

 

Consolidated Cash Flow Statement

for the year ended 31 January 2018

 

Notes

2018

£'000

2017

£'000

Profit before tax

5,361

8,525

Non-recurring items

 

4,720

119

Profit before tax and non-recurring items

 

10,081

8,644

Adjustments for:

 

 

 

-     depreciation

 

1,341

1,284

-     amortisation

 

69

70

-     loss on disposal of property, plant and equipment

 

7

101

-     finance costs

 

671

676

-     share based employee settlement and share option charge

 

253

-

Operating cash flows before changes in working capital

 

12,422

10,775

Changes in working capital:

 

 

 

-     decrease / (increase) in trade and other receivables

 

(22,516)

9,633

-     increase / (decrease) in trade and other payables

 

15,994

(2,239)

-     increase / (decrease) in provisions

 

2,191

(35)

Cash flows from operating activities

 

8,091

18,134

Non-recurring items

 

(4,453)

(119)

Income tax paid

 

(3,098)

(2,935)

Net cash generated from operating activities

 

540

15,080

 

 

 

 

Cash flows from investing activities

 

 

 

Purchases of property, plant and equipment

 

(834)

(1,049)

Capitalised software development costs

 

(71)

-

Disposal of subsidiary

 

-

(6,166)

Cash acquired with acquisitions

 

75

-

Purchase of subsidiary undertakings

 

(7,757)

-

Settlement of deferred consideration

 

(250)

(439)

Net cash used in investing activities

 

(8,837)

(7,654)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from employee share option exercise

 

-

60

Dividends paid to group shareholders

6

(3,029)

(2,849)

Interest paid

 

(671)

(676)

Increase / (decrease) in borrowings

 

2,260

(4,104)

Net cash used in financing activities

 

(1,440)

(7,569)

 

 

 

 

Decrease in cash and cash equivalents

 

(9,737)

(143)

Cash and cash equivalents at the beginning of the year

 

20,250

18,506

Exchange movements on cash and cash equivalents

 

(26)

1,887

Cash and cash equivalents at the end of the year

 

10,487

20,250

 

Notes to the Preliminary Results

1.    Publication of non-statutory accounts

The financial information set out in this preliminary announcement does not constitute statutory accounts for the years ended 31 January 2018 or 2017, for the purpose of the Companies Act 2006, but is derived from those accounts.

 

The statutory accounts for 2017 have been filed with the Registrar of Companies. The statutory accounts for 2018 will be filed with the Registrar of Companies following the Group's next Annual General Meeting. The Group's auditors have reported on the 2018 and 2017 statutory accounts; their reports were unqualified and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

 

2.    Basis of preparation

Whilst the financial information included in this preliminary announcement has been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted for use in the European Union and as issued by the International Accounting Standards Board, this announcement does not itself contain sufficient information to comply with IFRS. The accounting policies applied in preparing this financial information are consistent with the Group's financial statements for the year ended January 2017 with the exception of the following new accounting standards and amendments which were mandatory for accounting periods beginning on or after 1 February 2017, none of which had any material impact on the Group's results or financial position:

 In the current year, the following new and revised Standards and Interpretations have been adopted:

·      Amendments to IAS 7 'Statement of Cash Flows'

·      Amendments to IAS 12 'Income Taxes'

·      Amendments to IFRS 2 'Share-Based Payments'

·      Annual Improvements to IFRSs 2014-2016 Cycle

 

The main factors that could affect the business and the financial results are described in the Principal Risks section of the 31 January 2017 Annual Report.

3.    Going concern

The Group's business activities for the year are described in the CEO Review and FD Review and the financial statements within this preliminary announcement. The Directors have reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. As a result they continue to adopt the going concern basis of accounting in the preparation of the financial statements.

 

The Directors have assessed the Group's viability over a longer period than the twelve months required by the 'Going Concern' statement in accordance with the 2014 UK Corporate Governance Code. The Directors have assessed the Group's viability over the three year period ending 31 January 2021 which aligns with the Group's planning process. This period is considered an appropriate balance between the need to provide a longer term outlook, and the need for a reasonable degree of confidence in that outlook in a fast-moving industry.

 

 

4.    Segment information

IFRS 8 "Operating Segments" requires disclosure of information about the Group's operating segments. It requires a management approach under which segment information is presented on a similar basis to that used for internal reporting purposes. The chief operating decision maker in the business has been identified as the Group Board. Services provided by each reportable segment are Executive Search, Technology Recruitment and Outsourcing.

 

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 2.

 

The Group Board analyses segmental information as follows:

 

Gross profit

 

 

 

 

2018

£'000

2018

£'000

2018

£'000

2017

£'000

Geographical

 

 

Core

Non-core

Total

Restated*

United Kingdom & Ireland

 

 

39,442

252

39,694

37,024

Mainland Europe

 

 

 

41,019

179

41,198

39,086

 

Benelux

 

 

19,062

-

19,062

16,306

 

Nordics

 

 

14,743

-

14,743

13,996

 

Central Europe

 

 

7,214

179

7,393

8,784

Rest of World

 

 

 

17,605

1,577

19,182

21,769

 

United States

 

 

13,829

52

13,881

16,607

 

Asia Pacific

 

 

3,776

1,525

5,301

5,162

Total Gross profit

 

 

98,066

2,008

100,074

97,879

 

 

 

 

 

 

 

Service Line

 

 

 

 

 

 

 

Executive Search

 

21,947

1,525

23,472

23,700

 

Technology Recruitment

 

64,066

483

64,549

63,096

 

Outsourcing

 

12,053

-

12,053

11,083

Total Gross profit

 

 

98,066

2,008

100,074

97,879

                   

 

 

 

Operating profit

 

 

 

 

2018

£'000

2018

£'000

2018

£'000

2017

£'000

Geographical

 

 

Core

Non-core

Total

Restated*

United Kingdom & Ireland

 

 

6,787

(88)

6,699

6,227

Mainland Europe

 

 

 

8,958

(81)

8,877

7,670

 

Benelux

 

 

7,162

-

7,162

5,935

 

Nordics

 

 

1,169

-

1,169

794

 

Central Europe

 

 

627

(81)

546

941

Rest of World

 

 

 

1,365

(508)

857

233

 

United States

 

 

364

(221)

143

745

 

Asia Pacific

 

 

1,001

(287)

714

(512)

Total

 

 

17,110

(677)

16,433

14,130

 

 

 

 

 

 

 

Service Line

 

 

 

 

 

 

 

 

Executive Search

2,332

(287)

2,045

842

 

 

Technology Recruitment

12,865

(390)

12,475

11,417

 

 

Outsourcing

1,913

-

1,913

1,871

Total

 

 

17,110

(677)

16,433

14,130

 

 

 

 

 

 

Group and central service costs

 

 

(5,680)

-

(5,680)

(4,810)

 

 

 

 

 

 

 

Total Operating Profit before non-recurring items

11,429

(677)

10,752

9,320

 

 

 

 

 

 

 

Non-recurring items (see note 9)

 

 

 

 

(4,720)

(119)

Total Operating Profit

 

 

 

 

6,032

9,201

 

 

 

 

 

 

 

Finance costs

 

 

 

 

(671)

(676)

Profit before tax

 

 

 

 

5,361

8,524

                     

 

*In the current year, Group and central service costs are separately disclosed to reflect the management information provided to the chief operating decision maker. The 2017 results have been restated on the same basis.

 

There were no discontinued operations during the year.

 

5.    Tax

 

 

2018

Core

£'000

2018

Non-core

£'000

2018

Total

£'000

2017

£'000

Corporation tax on profits in the year - UK

-

-

-

-

Corporation tax on profits in the year - overseas

2,868

(41)

2,827

2,742

Adjustments in respect of prior years

(4)

-

(4)

82

Total current tax

2,864

(41)

2,823

2,824

Deferred tax

(872)

(82)

(954)

(618)

Total tax charge from continuing operations

1,992

(123)

1,869

2,206

Discontinued operations

 

 

 

 

Adjustments in respect of prior years

-

-

-

340

Total tax charge from discontinuing operations

-

-

-

340

 

Total tax charge

 

1,992

(123)

    1,869

2,546

 

 

 

 

 

 

 

The tax for the year is higher (2017: higher) than the standard UK corporation tax rate applied to pre-tax profit. The standard rate of corporation tax in the UK changed from 20% to 19% with effect from 1 April 2017. The Group's profits for this accounting period are therefore taxed at an effective standard rate of 19.17% (2017: 20.17%).

 

The differences are explained below for 2018 and 2017 using the UK standard rate of corporation tax: 

 

2018

Core

£'000

2018

Non-core

£'000

2018

Total

£'000

2017

£'000

Profit before tax from continuing operations

7,800

(2,439)

5,361

8,525

Tax at standard UK corporation tax rate of 19.13% (2017: 20.00%)

1,495

(467)

1,028

1,705

Effects of:

 

 

 

 

Expenses not deductible for tax purposes

465

-

465

487

Income not taxable

(125)

-

(125)

(441)

Utilisation of brought forward tax losses not previously recognised

(185)

-

(185)

(31)

Tax losses for which no deferred tax asset is recognised

42

315

357

121

Tax losses now recognised for deferred tax

(64)

-

(64)

(201)

Adjustments to tax in respect of prior year

(4)

-

(4)

82

Effect of changes in tax rates on deferred tax balances

(16)

44

28

61

Profits taxed at overseas rates

370

(15)

355

411

Other

14

-

14

12

Total taxation

1,992

(123)

1,869

2,206

Current tax:

 

 

 

 

Tax on profit in the year

2,868

(41)

2,827

2,742

Adjustments in respect of prior years

(4)

-

(4)

82

Total current tax

2,864

(41)

2,823

2,824

Deferred tax:

 

 

 

 

Origination and reversal of timing differences

(1,320)

(82)

(1,402)

(679)

Effect of changes in tax rates on deferred tax balances

448

-

448

61

Total deferred tax credit

(872)

(82)

(954)

(618)

Total tax charge

1,992

(123)

1,869

2,206

 

Deferred tax

2018

£'000

2017

£'000

Deferred tax assets:

 

 

Deferred tax asset to be settled after more than 12 months

1,483

2,167

Deferred tax asset to be settled within 12 months

2,270

794

 

3,753

2,961

 

 

 

Deferred tax liabilities:

 

 

Deferred tax liability to be settled after more than 12 months

-

(159)

Deferred tax liability to be settled within 12 months

-

-

 

-

(159)

 

 

 

Net deferred tax asset

3,753

2,802

 

The deferred tax position is analysed below:

Asset

Share-based payments

Accelerated capital allowances

Tax losses

Accrued interest charges

Loan waiver

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

1 February 2017

10

-

1,521

1,006

424

2,961

Movement

34

(29)

1,212

-

(424)

793

31 January 2018

44

(29)

2,733

1,006

-

3,754

 

The deferred tax asset recognised for accrued interest charges relates to Group interest charges payable by the US business.

 

Deferred tax assets arising from deductible temporary differences are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences, and they are expected to reverse in the foreseeable future.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods in which they are realised. The rates enacted or substantively enacted by the UK government for the relevant periods of reversal are 19% from 1 April 2017 and then 17% from 1 April 2020.  The rates enacted by the US government for the relevant periods of reversal was 26% from 22 December 2017.

 

Due to the uncertainty of recoverability, deferred tax assets in respect of tax losses, depreciation in excess of accelerated capital allowance and deductible temporary differences of £3.6m (2017: £4.6m) have not been recognised. Future tax charges may be reduced as a result of tax losses for which a deferred tax asset is currently not recognised.

Liability

 

 

 

 

Unremitted

 earnings

Total

 

 

 

 

 

£'000

£'000

1 February 2017

 

 

 

(159)

(159)

Reversed

 

 

 

159

159

31 January 2018

 

 

 

-

-

 

The deferred tax liability relates to unremitted earnings in Switzerland.

 

 

6.    Dividends

The dividends paid in the year were £3.0m (2017: £2.8m).

 

The proposed final dividend of £1.9m (2.652p per share) is subject to approval by shareholders at the AGM on 28 June 2018 (2017: 2.525p per share amounting to £1.8m) and has not been included as a liability at 31 January 2018.

 

 

2018

£'000

Final dividend for year ended 31 January 2017 of 2.525p per share

 

1,834

Interim dividend for year ended 31 January 2018 of 1.643p per share

 

1,195

Total

 

3,029

 

 

 

Proposed final dividend for year ended 31 January 2018 of 2.652p per share

 

1,929

 

 

 

 

2017

£'000

Final dividend for year ended 31 January 2016 of 2.360p per share

 

1,712

Interim dividend for year ended 31 January 2017 of 1.565p per share

 

1,137

Total

 

2,849

 

 

 

Proposed final dividend for year ended 31 January 2017 of 2.525p per share

 

1,835

 

7.    Earnings per share

 

2018

Core

£'000

2018

Non-core

£'000

2018

Total

£'000

2017

£'000

Earnings

 

 

 

 

Profit before non-recurring items

10,758

(677)

10,081

8,644

Non-recurring items

(2,958)

(1,762)

(4,720)

(119)

Profit before tax

7,800

(2,439)

5,361

8,525

 

 

 

 

 

Tax on profit before non-recurring items

(2,427)

34

(2,393)

(2,206)

Tax on non-recurring items

435

89

524

-

Total tax

(1,992)

123

(1,869)

(2,206)

 

 

 

 

 

Profit after tax

5,808

(2,316)

3,492

6,319

 

 

 

 

 

Number of shares

 

 

 

 

Weighted average number of shares

 

 

72,683,400

72,621,076

Dilutive effect of share plans

 

 

1,635,660

-

Diluted weighted average number of shares

 

 

74,319,060

72,621,076

 

 

 

 

 

Earnings per share

 

 

 

 

Basic EPS

7.99p

 

4.80p

8.70p

Basic EPS before non-recurring items

11.46p

 

10.58p

8.86p

 

 

 

 

 

Diluted EPS

7.81p

 

4.70p

8.70p

Diluted EPS before non-recurring items

11.21p

 

10.34p

8.86p

 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year, excluding those held in the employee benefit trust, which are treated as cancelled.

 

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.

 

8.    Alternative performance measures and non-recurring items

Alternative performance measures

In the reporting of financial information, the Group uses certain measures that are not required under IFRS. We consider that these additional measures (commonly referred to as 'alternative performance measures' or 'APMs') provide shareholders with valuable additional information on the performance of the business. These measures are consistent with those used internally, and are considered critical to understanding the financial performance of the Group. APMs are also used to enhance the comparability of information between reporting periods, by adjusting for non-recurring or items considered to be distortive to trading performance which may affect IFRS measures, to aid shareholders in understanding the Group's performance. These APMs are not intended to be a substitute for, or superior to, IFRS measures.

In the current year, a decision was taken to close a number of underperforming offices. Trading results from offices closed in the current year are disclosed as an APM on the face of the income statement. Results from the underlying business are referred to as 'core results' and the impact of closed offices referred to as 'non-core results'.

For this reason, the Group presents a number alternative performance measures including:

Core operating profit

Core profit before tax

Core earnings per share

 

The Consolidated Income Statement shows the reconciliation of these APMs to the most directly comparable IFRS equivalents.

The Group also presents two further APMs:

Net debt - defined as cash and cash equivalents less borrowings, disclosed in note 19

Non-recurring items - defined in accounting policy note (v)

 

The non-core operating loss before non-recurring items of £0.7k arose from the following offices closures during the current year: Denver (USA) £0.2m, Japan £0.2m, Singapore £0.1m, Cork £0.1m and Geneva £0.1m.

Office closure costs of £1.8m are included in the table of non-recurring items below and arose as follows: Hong Kong £0.7m, Japan £0.5m, Singapore £0.2m, Denver (USA) £0.2m, Cork £0.1m and Geneva £0.1m.

There were no office closures in the prior year.

Non-recurring items

 

2018

Core

£'000

2018

Non-core

£'000

2018

Total

£'000

2017

£'000

Group transformation

4,189

1,762

5,951

-

Release of aged accruals

(2,871)

-

(2,871)

(539)

Impairment of goodwill

798

-

798

99

Acquisition costs

377

-

377

-

Re-listing on AIM

245

-

245

-

Excess deferred consideration payable

220

-

220

-

Bad debt write-off

-

-

-

559

Total non-recurring items

2,958

1,762

4,720

119

 

In the year, the Executive Directors commenced a review of the Group's operations and cost base, implementing a transformation programme to review underperforming offices, streamline the business and reduce central overheads.

Office closure costs totalling £1.8m are discussed in the APM section above. The remaining £4.2m comprises:

-     Recruitment of a new Group Finance Director and consequent overlapping costs totalling £0.4m, considered the first step of this transformation and are accordingly treated as a non-recurring item.

-     Streamlining businesses in the UK, Nordics and Central Europe at a cost of £0.8m, £0.7m and £1.3m respectively.

-     Restructure and simplification of Group and central services totalling £1.0m.

The accounting estimate for aged accrued liabilities in Netherlands was re-assessed following a detailed review. This estimate is now in line with the rest of the business and resulted in a release of aged accrued liabilities totalling £3.0m.

 

As a result of the decision to close the Group's executive search business in Japan, the goodwill recognised on the acquisition of Beaumont KK was fully impaired, leading to a non-recurring cost of £798k.

 

The Group's policy is to recognise acquisition-related costs as non-recurring items in profit or loss as incurred.

 

On 28 July 2017, the Group's shares were admitted to AIM and its listing on the London Stock Exchange's Main Market was cancelled. The cost of this re-listing was £0.2m.

 

The final deferred consideration payable for the Beaumont KK acquisition in Japan exceeded initial estimates and the

£0.2m shortfall was booked as a non-recurring item.

 

In the prior year, a review of the USA trade receivable ledger led to the discovery of uncollected historical invoices totalling $0.7m which were no longer contractually enforceable.

 

9.    Business combinations

PAT Management AB

On 3 July 2017, the Group acquired 100% of the share capital of PAT Management AB, a recruitment business in Lund, Sweden, for an initial cash consideration of SEK 17.6m (£1.6m) and contingent consideration of SEK 11.8m (£1.1m). The contingent consideration arrangements require the Group to pay the selling company, PAT Invest AB, based on a multiple of earnings before interest and tax ('EBIT'), over threshold performance, for the three years ending January 2020.

 

The provisional fair value of the net assets acquired is approximately equal to the acquiree's carrying amount. The excess of consideration above net asset values has been attributed in full to goodwill as no other intangible assets have been identified.

 

Details of the net assets acquired and the goodwill recognised were as follows:

 

 

£'000

Cash consideration

 

1,602

Deferred consideration

 

1,077

Fair value of net identifiable assets acquired

 

(227)

Goodwill recognised at date of acquisition

 

2,452

Foreign exchange movements

 

(70)

Goodwill at 31 January 2018

 

2,382

Acquisition-related costs amounted to £0.1m.

 

The assets and liabilities arising at the date of acquisition were as follows:

 

 

£'000

Tangible fixed assets

 

11

Cash

 

148

Receivables

 

289

Payables

 

(221)

Net identifiable assets acquired

 

227

 

 

 

The outflow of cash to acquire the business, net of cash acquired, was:

 

 

£'000

Cash consideration

 

1,602

Cash and cash equivalents in subsidiary acquired

 

(148)

Acquisition costs

 

75

Cash outflow on acquisition

 

1,529

 

The company recorded revenue of £1.3m and gross profit of £1.3m for the 12 months ending 31 January 2018.

 

Crimson Limited

 

On 11 September 2018, the Group acquired 100% of the share capital of Crimson Limited, a UK IT solutions and recruitment company based in Birmingham, from its management for an initial cash and cash equivalent consideration of £6.1m and deferred cash consideration of up to £9m. The contingent consideration arrangements require the Group to pay a guaranteed £2m over two years and then on a multiple of earnings before interest and tax ('EBIT'), over threshold performance, for the three years ending September 2020.

 

The provisional fair value of the net assets acquired is approximately equal to the acquiree's carrying amount. The excess of consideration above net asset values has been attributed in full to goodwill as no other intangible assets have been identified.

 

Details of the net assets acquired and the goodwill recognised were as follows:

 

 

 

£'000

Cash and cash equivalent consideration

 

6,124

Deferred consideration

 

3,000

Fair value of net identifiable assets acquired

 

(1,666)

Goodwill recognised at date of acquisition

 

7,458

Movement in deferred consideration

 

-

Goodwill at 31 January 2018

 

7,458

Acquisition-related costs amounted to £0.3m.

 

The assets and liabilities arising at the date of acquisition were as follows:

 

 

£'000

Tangible fixed assets

 

133

Receivables

 

3,659

Overdraft

 

(73)

Payables

 

(2,053)

Net identifiable assets acquired

 

1,666

 

 

 

 

The outflow of cash to acquire the business, net of cash acquired, was:

 

 

£'000

Cash consideration

 

5,851

Cash and cash equivalents in subsidiary acquired

 

73

Acquisition costs

 

302

Cash outflow on acquisition

 

6,226

 

The company recorded revenue of £21.8m and gross profit of £4.6m for the 12 months ending 31 January 2018.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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