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Gateley (Holdings) PLC   -  GTLY   

Preliminary Results 2019

Released 07:00 16-Jul-2019

RNS Number : 6099F
Gateley (Holdings) PLC
16 July 2019
 

16 July 2019

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

Gateley (Holdings) Plc

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

 

AUDITED PRELIMINARY RESULTS 2019

 

Strong results from an established, resilient and progressive business

 

Gateley (AIM: GTLY), the legal and professional services group, is pleased to announce its audited preliminary results for the year ended 30 April 2019.

 

Financial Highlights

 

·

Revenue increased 20.2% to £103.5m (2018: £86.1m)

·

Adjusted EBITDA* increased 15.7% to £19.1m (2018: £16.5m)

·

Profit before tax increased 8.9% to £15.9m (2018: £14.6m)

·

Profit after tax increased 10.6% to £13.0m (2018: £11.8m)

·

Basic EPS increased 7.3% to 11.83p (2018: 11.03p), adjusted fully diluted EPS increased 17.8% to 13.15p (2018: 11.16p) **

·

Proposed final dividend of 5.4p per share (2018: 4.8p), representing a full year dividend of 8.0p per share (2018: 7.0p) an increase of 14.3%

·

Robust balance sheet with net assets increased to £30.6m (2018: £23.0m) and net debt of £3.2m (2018: £0.7m)

·

Strong cash generation and continued investment for future growth

·

New financial year has started well and the Group is well positioned to make further progress

 

*

Adjusted EBITDA excludes share based payment charges, depreciation, amortisation and exceptional items

**

Adjusted fully diluted EPS excludes share based payment charges, amortisation and exceptional items. It also adjusts for the future weighted average number of expected unissued shares from granted but unexercised share option schemes in issue based on a share price at the end of the financial year

 

Operational Highlights

 

·

Record breaking revenue and staff numbers attained

·

Three acquisitions completed and fully integrated in the year:


- Strategic acquisition of housebuilder specialists GCL Solicitors in May 2018


- Complementary acquisition of non-legal Human Capital consultancy business, Kiddy & Partners, in July 2018


- Complementary acquisition of non-legal inward investment consultancy business, International Investment Services, in November 2018

·

Continued investment in fee earning staff with average numbers up 19.8% to 610 (2018: 509). Average total staff numbers up 19.8% to 907 (2018: 757)

·

Increased levels of Partner recruitment, with organic growth momentum maintained

·

Introduction of new Long Term Incentive Plan, to replace Stock Appreciation Rights Scheme and to increase clarity on dilution. LTIP to sit alongside existing CSOP and SAYE staff option schemes

·

New five year Orderly Market Agreement being finalised

 

Michael Ward, CEO of Gateley, said:

 

"I am delighted that our legal and professional services Group has broken the £100m revenues barrier for the first time, as we delivered another excellent financial performance whilst continuing to take advantage of opportunities to diversify revenue streams through complementary acquisitions.

 

"Our teamwork has, once again, enabled us to maintain strong momentum. We have continued to invest in our people, with staff numbers now approaching 1,000 employees, and had our most active year to date on strategic acquisitions, all of which have been successfully integrated.

 

"The new financial year has started very well and we continue to look to the future with confidence."

 

Enquiries:

 

Gateley (Holdings) Plc


Neil Smith, Finance Director

Tel: +44 (0) 121 234 0196

Nick Smith, Acquisitions Director and Head of Investor Relations

Tel +44 (0) 20 7653 1665

Cara Zachariou, Head of Corporate Communications

Tel +44 (0) 121 234 0074

Mob: +44 (0) 7703 684 946



finnCap - Nominated adviser and broker

Tel +44 20 7220 0575

Matt Goode / James Thompson (Corporate Finance)


Andrew Burdis (ECM)




N+1 Singer - Joint broker

Tel +44 20 7496 3000

Richard Lindley / Peter Steel (Corporate Finance)


Rachel Hayes (Corporate Broking)




Belvedere Communications Limited - Financial PR


Cat Valentine (cvalentine@belvederepr.com)

Mob: +44 (0) 7715 769 078

Keeley Clarke (kclarke@belvederepr.com)

Mob: +44 (0) 7967 816 525

 

About us

 

Gateley is a professional and legal services group.  Founded in Birmingham in 1808, we have provided commercial legal services to individuals and businesses over the last 200 years.

 

We have over 580 professional advisers and employ around 1,000 people across ten offices located in Belfast, Birmingham, Guildford, Leeds, Leicester, London, Manchester, Nottingham, Reading and Dubai.

 

In 2015, we were the first commercial UK law firm to list on the London Stock Exchange's Alternative Investment Market (AIM). Our strategy is to differentiate ourselves in a crowded market, incentivise our people to retain and attract the best talent in the industry and diversify by acquiring complementary business services. These include:

 

Gateley Legal - services span commercial and corporate law, dispute resolution, property, human resources, banking, litigation, restructuring, pensions, regulatory, private wealth and more;

 

Gateley Capitus - a leading fiscal incentives consultancy specialising in capital allowances on commercial property, land remediation relief and tax incentives;

 

Gateley Hamer - a specialist property consultancy providing straight talking advice relating to utilities and compensation, as well as compulsory purchase;

 

Entrust - a leading professional independent trustee company that helps companies run their pension scheme effectively;

 

International Investment Services - experts in international business, helping clients expand into new offshore markets in the most efficient way, and;

 

Kiddy & Partners - a global firm of experts in business psychology and trusted advisers to a range of business leaders, HR and talent directors.

 

For further details on Gateley Plc please visit www.gateleyplc.com or follow us on Twitter www.twitter.com/@GateleyPLC.



Chairman's Statement

 

We are delighted with the performance of the business in the 12 months to 30 April 2019. Revenues have increased by 20.2% to £103.5m and earnings per share rose by 7.3% from 11.03p to 11.83p. We are particularly proud of delivering this strong growth whilst at the same time enhancing our client offering and investing significantly in the business for the future. The scale, breadth and depth of our business continue to expand and our focus on leveraging our service offering, for the benefit of our clients, has been and will continue to be at the forefront of our strategic thinking and operational focus. 

 

Importantly, since we became an AIM quoted company in 2015, we have seen an increase in the interest that existing and new employees have in our plc structure, our listed status and equity participation.  During the year, we have increased our average employee numbers by 19.8% from 757 to 907, with 966 total employees at the year end. Employees from across the Group continue to benefit as shareholders, with the majority now having some form of equity stake in the business.

 

We added three strategic acquisitions to the Group during the year: GCL Solicitors ("GCL"), Kiddy & Partners ("Kiddy") and International Investment Services Limited ("IIS"). These complementary but very different businesses have excellent reputations of long-term client retention and high levels of service delivery and the Board is delighted to welcome them to the Group. Without our plc status, I do not believe that Gateley would have appealed to these businesses in the same way. I am pleased to report that these have been successfully integrated into the Group and are performing as planned. Our target pipeline remains strong for potential future acquisitions.

 

The opportunity that Gateley pioneered by being the first UK commercial law firm to float four years ago has ignited increased interest across our sector and several more law businesses have followed us onto the public markets. As a Board, we very much welcome the creation of a broader, larger listed company peer group for investors to consider. As an established investment choice, I continue to remain confident that Gateley has the right strategy for the sustainable and profitable growth of the Group and to deliver enhanced value for all our stakeholders. Our management team remains steadfast in its vision to succeed with its stated aims to differentiate (through our comprehensive service offering and service ethic), to diversify (through organic growth and acquisition of additional complementary non-legal businesses) and to incentivise (offering wider and earlier equity participation to staff).

 

The Board remains confident that the business is well placed to deliver another year of growth, whilst at the same time continuing to seek complementary service lines to enhance our customer offering further. Accordingly, the Board looks to the future with confidence and is pleased to propose an increased final dividend, subject to shareholder approval at the Annual General Meeting on 19 September 2019, of 5.4 pence per share, making a total dividend of 8.0 pence per share for the year, and representing a 14.3% increase on the prior year.

 

As announced on 10 July 2019, we are delighted that Rod Waldie has agreed to lead the business when Michael Ward stands down as CEO in April next year.  We are also delighted that Michael's commitment to the Group will continue both as an executive director and as a significant shareholder.

 

Our choice of an internal appointment to succeed Michael and our early addressing of succession allow for a smooth transition to a highly successful and respected colleague, who already knows the business, understands our collaborative culture, has excellent client relationships and is committed to the Group's growth strategy.

 

Finally, and certainly not least, I would like to pass on my thanks to Michael, as well as to the Board, to the management team and to all of the staff at Gateley for their hard work, support and fantastic contribution this year in delivering a strong set of results and making considerable further strategic progress.

 

Nigel Payne

Chairman

16 July 2019



Chief Executive Officer's Review

 

Introduction

 

I am delighted that our legal and professional services group has broken the £100m revenue barrier for the first time and delivered another excellent financial performance, whilst continuing to take advantage of further opportunities to diversify our revenue streams.  Last year was our most active year to date for acquisitions.

 

Our teamwork has once again delivered another year of strong momentum and investment as we approach 1,000 employees and continue to successfully integrate all our strategic acquisitions.  GCL Solicitors (GCL), Kiddy and Partners (Kiddy) and International Investment Services (IIS) joined our growing Gateley Group in the year under review. Our national reach, built on our already well-balanced business, creates further exciting opportunities for future expansion.

 

In the four years since the Group's IPO at 95p per share, we have delivered revenue growth of 70%, adjusted EBITDA growth of 46% and, including the proposed final dividend announced today, provided shareholders with dividend income of 27.3 pence per share. The Group has continued to achieve or exceed market forecasts, which were raised for 2018/19 following our November 2018 trading update, after a positive first half of the year performance and the acquisitions made during the year.

 

We pride ourselves on being a forward-thinking business, which provides straight talking advice to a wide range of clients and delivers profitable growth to shareholders.

 

Financial Results

 

Our financial performance continues to demonstrate growth in revenue, profit and cash generation.  Our diverse revenue streams have grown by 20.2% in the year, whilst profit after tax has grown by 10.6%.    Continued strategic investment in areas such as recruitment, information technology and branding are enabling us to meet growing client demand and provide a strong foundation upon which to expand the business. This investment also ensures that we are able to deliver on our promises to the management teams of the businesses we acquire.  We continue to strengthen and build our teams, network and service lines with a national and strategic focus to ensure we can meet client demand as we grow our market share.

 

The strength in depth of our core legal business creates appealing opportunities across many business types and sectors.  Whilst transactional activity levels across Corporate, Banking and Property segments remain significant, our long-established expertise in Restructuring and Business Services, such as dispute resolution work, has produced significant returns once again.  The strength of our connections nationally, across board rooms and intermediaries, and our reputation for quality teams with a genuine focus on client service, result in continuing instructions across many sectors, including the private equity and housebuilding sectors.

 

The Board is committed to maintaining a progressive dividend policy and is pleased to propose a further increase, ahead of market expectations, of 12.5% in the level of the final dividend to 5.40 pence per ordinary share (2018: 4.80 pence). The dividend will be paid in mid-October 2019 to shareholders on the register at the close of business on 20 September 2019.  The ex-dividend date will be 19 September 2019.

 

Operational Review

 

It has been another very busy year with numerous opportunities opening up for us, as a result of our different service offerings.  Our steadfast dedication towards client service continues to ensure we deliver the services clients want, time and again.  The passion of our staff shines through in the work they perform and I am proud to lead them through these exciting times.  As we grow, we continue to deliver on our promises to clients, employees and investors.

 

Four years on from our IPO, we remain focused on our vision to create an exciting professional services Group. We continue to diversify through our acquisition strategy and target non-legal revenues totalling 20% of Group revenue.  A new Long Term Incentive Plan ("LTIP") has been introduced to replace our existing Stock Appreciation Rights Scheme ("SARS"), creating greater alignment to the profit performance of the Group and clarity over the impact of dilution going forward.  Our initial SARS scheme vested on 8 June 2018, resulting in over one million additional new shares being awarded to staff.   Our wider staff share ownership participation will continue to realise rewards, as our first SAYE and CSOP schemes vest later this year.

 

The Group is currently working with employee shareholders towards a new five year orderly market agreement that will commence at the end of the current five year agreement, due to end on 8 June 2020.  We remain focused on investing in the right people to join the Gateley team and our plc status supports this by providing an attractive alternative to more traditional law firm models.  We welcomed 16 new Partner hires during the year. Average total staff numbers grew by 19.8% from 757 to 907 in the period.  We were pleased to welcome 18 trainees to the Group in the year under review and congratulate all those staff, both professional and support, who were promoted.  We have also expanded our non-legal service lines, such that our legal team now works alongside 44 other professionals, including chartered surveyors, tax consultants, business psychologists and chartered accountants.

 

With the acquisition of GCL on 23 May 2018, which created our new Guildford office, we now have a trio of southern offices to capitalise on the significant and sector diverse opportunities in this region.  Our Reading office has continued to establish wider connections and obtain greater local recognition, culminating in being named Law Firm of the Year at the Thames Valley Business Awards this year.  Our existing London base provides niche services lines, creates opportunities for synergies, such as with Kiddy, and remains a gateway for our national and international connections that we are targeting through existing connections and our newly acquired International Investment Services offering.

 

Acquisitions

 

Our acquisition strategy focuses on niche businesses which can supplement our core legal services offering.  Our plc status and established reputation attract first class professionals to enhance our core legal services.  As our wide and diverse client base continues to benefit from the added value services provided by Gateley Capitus and Gateley Hamer, we have this year focused on adding to one of our key strengths, the house building sector, which resulted in the acquisition of GCL.

 

I am delighted to welcome GCL to the Group. The acquisition further strengthened our leading position in the house building sector nationally and provide us with an expanded presence in the Southern market, which we see as critical in developing a full service offering for our clients. There is an under supply of new housing in the UK and we expect this market to remain strong. The South East, in particular, will continue to be a significant engine for housing growth for the foreseeable future. The acquisition allows us to offer a wider geographical reach to our clients in the residential development market. We can now match our national office network to our residential development clients' regions, with seven residential development teams operating across the country.  There are also many clear opportunities across the Group from this strategic acquisition, not least for Gateley Hamer and Gateley Capitus.

 

On 6 July 2018, we further expanded our suite of niche businesses with the acquisition of Kiddy, which broadens and strengthens our people services offering within our Employment, Pensions and Benefits group.  As a result, there will be clear opportunities for us to collaborate and deliver integrated advice and services to a broader set of large-scale employers across a wide range of industries.  Kiddy has made an excellent start and demonstrated growth of almost 37% ahead of original expectations, generating £3m of fees since acquisition.  Kiddy represents our first acquisition in the exciting Human Capital sector, which when placed alongside Global Mobility and our Entrust pension trustee operation, moves our business further forward, offering employers a range of high class legal and consultancy services.  This acquisition is in line with our stated plan and follows on from similar progress made in our Property group where high-value, niche, Chartered Surveying services now sit alongside and complement our core legal offering.

 

On 30 November 2018, we acquired IIS for a small initial consideration, again using an earn-out mechanism in line with the growth potential and cross selling opportunities such a business can achieve.  IIS advises overseas companies on the attractiveness of the UK as a place in which to set up and do business.

 

All our businesses complement each other in service delivery and enhance our go to market proposition.

 

Succession and Board Changes

As announced on 10 July 2019, I plan to step down from the role of Chief Executive Officer ("CEO") on 30 April 2020.  Rod Waldie, who is currently the Senior Office Partner of the Manchester office, as well as a key member of the Group's management board and head of the national property team, will succeed me as the Group's new CEO. I have full confidence in Rod who will lead a strong management team to deliver our growth aspirations going forward.  I plan to remain on the main plc Board.

 

Other changes to the management team this year included Paul Hayward, who stepped down from the Strategic Board, Richard Healey, a restructuring litigation partner, and Thomas Durrant, a corporate partner and head of UK corporate group, who were both appointed to the existing Strategic Board on 1 May 2019.

 

Current trading and outlook

 

Following our fourth year, post float, of strong trading momentum and delivery to all stakeholders in accordance with our originally stated aims and objectives, the Board is confident that the Group is well positioned to make even greater progress in the current financial year.  The Board strongly believes that the opportunity remains to broaden our offering for our clients and investors.  We therefore continue to strive to enhance our offering further for the benefit of all stakeholders and build upon a proven reputation and track record for the delivery of a quality service, strong revenue and profit growth and high levels of cash generation.

 

At the same time, we aim to continue to build resilience into our business model and feel confident that the business we have built over many decades is now even better placed to capitalise on the growing market opportunities that exist from a changing law sector.

 

Michael Ward

CEO

16 July 2019



Finance Director's Review

 

Financial Highlights

 

The Group delivered another record performance in FY19, as total reported revenues for the year increased by 20.2% to £103.5m (2018: £86.1m).  Revenue from core legal services grew organically by 9.5% and through acquisitions by 10.7%.  Revenues from acquisitions made since IPO totalled £12.8m or 12.4% of total revenue (2018: £3.3m or 3.9%).  Complementary non-legal businesses represented £7.0m or 6.7% of total revenue.  The Group continues to demonstrate annual revenue and profit growth, whilst actively seeking opportunities for greater strategic expansion.  Headcount once again increased to meet client demand and we continue to attract senior (revenue generating) hires.  The strength of our client relationships and the consistent delivery of the highest levels of commercial professional advice serve the Group well sitting at the heart of our organic growth.  EBITDA margins reduced in the short term due to continued investment in areas such as information technology and branding.  I expect margins to increase in future financial years.

 

Group revenue was well spread across a growing number of clients from many varied sectors.  Our strong performance in transactional led disciplines such as M&A and Property was complemented by exceptional growth in our previously less established service lines.  With a focus on cross selling, all our business lines have again generated growth this year.  Specialist litigation service lines continue to provide balance and resilience against our opportunity rich transactional service lines.  Our Property group grew revenue this year by 28.9% (the GCL acquisition represented 17.5% of this growth).  The UK's construction, property development and housing markets continue to need the long-term specialist legal support which Gateley offers at both a regional and national level.  Our housebuilding sector expertise demonstrates how our focus on strategically key sectors and commercially focused nationally capable teams help to maintain long standing client relationships and trust.  Our acquisition of the business and assets of GCL, which specialises in legal advice for residential development clients, has further enhanced our presence across Southern England from its Guildford location.  The Guildford office provides a good strategic fit with our established London office and Reading offices.  Our house building legal team grew revenue from £8.3m in 2018 to £15.3m in 2019.

 

Revenue and profits continue to grow across our complementary non-legal professional service lines that have increased via the acquisition of Kiddy, a leading firm of Human Capital Consultants and Business Psychologists, to work alongside Lawyers, Accountants and Chartered Surveyors, demonstrating the continued diversification of our skills and service offerings.  Kiddy was acquired for an initial consideration of £0.9m rising to a maximum £3.0m based on performance over the next three financial years ending April 2020, 2021 and 2022.  We acquired a further non-legal business, International Investment Services (IIS), in November 2018 for an initial consideration of £0.1m, rising to a maximum of £0.7m based on performance over the next two financial years.  IIS advises overseas companies on the attractiveness of the UK as a place in which to set up and do business.

 

Operating expenses rose by 22.9% to £87.9m (2018: £71.6m).  This growth in operating costs has been driven mainly by the continued expansion of staff levels organically and from acquisitions, to enable the Group to continue to meet growing client demand.  Average numbers of legal and professional staff rose by 19.8% to 610 (2018: 509).  Personnel costs, including increased share-based payment charges, rose as a result by 20.5% from £52.6m to £63.4m, thereby increasing this cost marginally to 61.3% of revenue from 61.1% in 2018. Excluding share base payment changes, staff costs increased to 60.7% of revenue from 60.3% in 2018. 

 

Despite the continued expansion of new staff numbers, overall utilisation of staff performing chargeable work remained consistent at 85% (2018: 85%).

 

Other operating expenses increased by 25.7% to £22.0m (2018: £17.5m) and (before exceptional items) increased by 21.5% to £22.0m from £18.0m.  This increase was predominately due to increased trading volumes arising from the introduction of a new office location in Guildford, the acquisition of Kiddy and greater expenditure on information technology.



 

Extract of UK statement of comprehensive income

2019

2018


£'000

£'000




Revenue

103,471

86,090

Operating profit

15,870

14,825

Operating profit margin (%)

15.34%

17.22%




Reconciliation to alternative performance measure:  Adjusted EBITDA



Operating profit

15,870

14,825




Depreciation

1,122

970




Non-underlying items



Share based payment charge

655

719

Amortisation

1,406

547




Exceptional items



One off acquisitions costs

61

-

Release of lease incentive

_

(182)

Release of contingent consideration

_

(362)




Adjusted EBITDA

19,114

16,517




Adjusted EBITDA margin (%)

18.47%

19.19%

 

Adjusted EBITDA of £19.1m is up by 15.7% from £16.5m reflecting an adjusted EBITDA margin of 18.5% (2018: 19.2%).  Operating profit before tax was up 7.0% to £15.9m (2018: £14.8m).

 

Earnings Per Share

 

Basic earnings per share increased by 7.3% to 11.83p (2018: 11.03p).  Basic earnings per share after non-underlying items increased by 15.6% to 13.39p (2018: 11.58p). Diluted earnings per share increased by 9.2% to 11.61p (2018: 10.63p).  Diluted earnings per share after non-underlying and exceptional items increased by 17.8% to 13.15p (2018: 11.16p).

 

Taxation

 

The effective rate of taxation on profit on ordinary activities was 18.2% (2018: 19.5%), below the standard rate of tax, primarily due to the inclusion of deferred tax assets arising during the year from share based payment charges on unexercised share options.  This also follows cuts in the UK corporation tax rate that continue to benefit limited companies trading in the UK. The deferred taxation liability carried forward at 30 April 2019 was £0.4m (2018: £0.1m), whilst the deferred tax asset on share-based payment charges has been recognised for the first time this year and totals £0.4m (2018: £nil).

 

Dividend

 

The Board has adopted a dividend policy which reflects the strong long-term cash generation and earnings potential of the Group, distributing up to 70% of profits after tax each year to shareholders.  Following the announcement of our interim dividend of 2.6p (2018: 2.2p) per share that was paid in March 2019, the Board proposes to approve a full year final dividend at the Company's Annual General Meeting on 19 September 2019 of 5.4p (2018: 4.8p) per share, which if approved, will be paid in mid-October 2019 to shareholders on the register at the close of business on 20 September 2019.  The shares will go ex-dividend on 19 September 2019.  This represents full year dividend growth in line with PAT growth of 14.3% (2018: 6.1%).

 

Balance Sheet, Cash Flows and Financing

 

The Group's net asset position has increased by 33% to £30.6m (2018: £23.0m), as a result of acquisitions being financed via a c. 50:50 split of cash (and accompanying debt) and shares. 

 

Total net debt increased to £3.2m at the year end (FY18: £0.7m), as a result of the following movements:

-

existing term loan facilities were restructured to accommodate the borrowing of a further £3m in October 2018 to fund acquisitions made during the period under review; £2.1m of repayments to total term loans were made during the year;

-

loans from former partners of GCL totalling £1.3m were acquired on the acquisition of GCL Solicitors.  £0.9m of loans were repaid during the year;

-

£1.9m of working capital resources were used to support the purchase, by our Employee Benefit Trust, of shares resulting from certain vesting SARS options; and

-

cash at bank reduced from £4.3m to £2.9m, partly as a result of funding given to the Employee Benefit Trust in order for it to purchase shares from vesting SARS options.

 

Debt at the year end comprised £5.7m of remaining term bank debt and £0.5m of loans to former partners of GCL and directors of IIS.

 

Trade receivables totalled £33.9m compared to £28.5m at the end of FY18.  The additional £5.4m in trade debtors was partially due to the expansion of legal services and the acquisitions of GCL and Kiddy, as debtor days remained consistent with the previous year.  The collection of debts remains a continued focus of management across the Group given the current economic climate. Previously, the Group assessed debts on a case-by-case basis and impairment losses against particular debts were recognised to the extent that any risk of default was identified. The Group now measures its loss allowances against trade and other receivables at an amount equal to lifetime Expected Credit Losses ("ECL"), which has resulted in the creation of a £0.1m additional ECL adjustment to trade receivables and £0.3m additional ECL adjustment to unbilled revenue.  The Group is adept at benefiting from greater operating cash generation in the second half of the year with inflows of working capital following utilisation of unbilled time built at the half year.

 

Cash generated during the year from operations was £12.1m (2018: £12.2m) which represents 92.7% (2018: 103.3 %) of profit after taxation.  Capital expenditure increased to £1.3m (2018: £0.8m) due to acquisitions in the year, which resulted in greater office expansion and information technology outlays.  The Group deliberately continues to operate with a low level of gearing and fixed term debt.

 

Capital Commitments

 

During the year, the Group signed a contract with a leading service provider in the legal technology space in order to acquire services for the deployment of a new practice management system, LexisOne.  LexisOne is an Enterprise Resource Planning (ERP) system that brings together all aspects of professional business operations.  LexisOne combines both legal expertise and the power and stability of the Microsoft Dynamics 365 platform into one single, comprehensive interface and business wide platform more suited to Gateley's growing information technology needs that can be accessed from anywhere in the world.  A dedicated internal team is working towards full installation of this new system during the calendar year of 2020.  During the 2019 financial year, we have capitalised £0.2m of development costs and incurred a further £0.1m of operational expenses.  In preparation for this change, Gateley has successfully implemented a market leading customer relationship system (CRM), Interaction, which is supplied by the same suppler and will integrate with LexisOne whilst delivering immediate benefits to the Group in facilitating cross selling and the winning of new work.

 

Neil Smith

Finance Director

16 July 2019

 



Consolidated statement of profit and loss and other comprehensive income

for the year ended 30 April 2019

 


Note

2019

2018



£'000

£'000





Revenue

2

103,471

86,090





Other operating income

3

313

357

Personnel costs

5

(63,412)

(52,621)

Depreciation and amortisation

4

(2,528)

(1,517)

Other operating expenses


(21,974)

(17,484)





Operating profit

4

15,870

14,825





Adjusted EBITDA

4

19,114

16,517





Depreciation

10

(1,122)

(970)





Non-underlying items




Share-based payment charges

5

(655)

(719)

Amortisation

11/12

(1,406)

(547)





 Exceptional items




 Acquisition costs

4

(61)

-

 Release of lease incentive

4

-

182

Release of contingent consideration

4

-

362





Net financing income/(expense)

6

75

(179)





Profit before tax


15,945

14,646





Taxation

7

(2,904)

(2,853)





Profit for the year after tax attributable to equity holders of the parent


13,041

11,793





Other comprehensive income




Items that are or may be reclassified subsequently to profit or loss




Foreign exchange translation differences




- Exchange differences on foreign branch


(25)

(58)

Profit for the financial year and total comprehensive income all attributable to equity holders of the parent


 

 

13,016

 

 

11,735

 

 

Statutory earnings per share




Basic

8

11.83p

11.03p

Diluted

8

11.61p

10.63p

 

The results for the periods presented above are derived from continuing operations.

 



Consolidated statement of financial position

at 30 April 2019

 


Note

2019

2018



£'000

£'000





Non-current assets




Property, plant and equipment

10

2,017

1,935

Investment property


164

164

Intangible assets & goodwill

11

10,430

3,295

Other intangible assets

12

289

39

Other investments


85

85





Total non-current assets


12,985

5,518





Current assets




Trade and other receivables

13

47,206

41,417

Deferred tax asset

16

428

-

Cash and cash equivalents


2,887

4,301





Total current assets


50,521

45,718





Total assets


63,506

51,236





Non-current liabilities








Other interest-bearing loans and borrowings

14

(3,076)

(2,982)

Other payables

15

(983)

(121)

Deferred tax liability

16

(388)

(128)

Provisions

17

(339)

(405)





Total non-current liabilities


(4,786)

(3,636)





Current liabilities




Other interest-bearing loans and borrowings

14

(3,044)

(1,977)

Trade and other payables

15

(23,727)

(20,978)

Provisions

17

(291)

(200)

Current tax liabilities


(1,074)

(1,457)





Total current liabilities


(28,136)

(24,612)





Total liabilities


(32,922)

(28,248)





NET ASSETS


30,584

22,988





EQUITY








 Share capital

19

11,086

10,688

 Share premium


6,755

4,576

 Merger reserve


(9,950)

(9,950)

 Other reserve


1,770

1,547

 Treasury reserve


(1,057)

(15)

 Translation reserve


(2)

23

 Retained earnings


21,982

16,119

TOTAL EQUITY


30,584

22,988



Consolidated statement of changes in equity

 


Share

capital

Share

premium

Merger

reserve

Other

reserve

Treasury reserve

Foreign currency translation reserve

Total

Equity


£'000

£'000

£'000

£'000

£'000

£'000

£'000









At 1 May 2017

10,688

4,332

(9,950)

1,547

(132)

81

17,430

 

Comprehensive income:








Profit for the year

-

-

-

-

-

-

11,793

Exchange rate difference

-

-

-

-

-

-

(58)

(58)

Total comprehensive income

-

-

-

-

-

(58)

11,735

 

Transactions with owners

recognised directly in equity:








Purchase of treasury shares

-

-

-

-

(38)

-

(38)

EBT reserves adjustment

-

-

-

-

-

-

29

Reclassification of gain on own shares

-

244

-

-

-

-

-

Sale of treasury shares

-

-

-

-

155

-

155

Dividend paid

-

-

-

-

-

-

(7,042)

Share based payment transactions

-

-

-

-

-

719

-

719

Total equity at 30 April 2018

10,688

4,576

(9,950)

1,547

(15)

16,119

23

22,988










At 1 May 2018, as previously reported

10,688

4,576

(9,950)

1,547

(15)

23

22,988

Adjustment from adoption of IFRS 9 (net of tax)

-

-

-

-

-

(353)

-

(353)

Restated balance at 1 May 2018

10,688

4,576

(9,950)

1,547

(15)

15,766

23

22,635

 

Comprehensive income:








Profit for the year

-

-

-

-

-

-

13,041

Exchange rate differences

-

-

-

-

-


(25)

(25)

Total comprehensive income

-

-

-

-

-

13,041

(25)

13,016

 

Transactions with owners

recognised directly in equity:








Issue of share capital

398

2,151

-

223

-

-

2,772

Recognition of tax benefit on gain from equity settled share options

-

-

-

-

-

-

726

Purchase of own shares at nominal value

-

-

-

-

-

-

(242)

Reclassification of gain on own shares

-

28

-

-

-

-

-

Sale of treasury shares

-

-

-

-

791

-

791

Purchase of treasury shares

-

-

-

-

(1,833)

-

(1,833)

Dividend paid

-

-

-

-

-

-

(8,118)

Share based payment transactions

-

-

-


-

-

655

Deferred tax on equity settled element of share based payment charge

-

-

-

-

-

182

-

182

Total equity at 30 April 2019

11,086

6,755

(9,950)

1,770

(1,057)

21,982

(2)

30,584

 

The following describes the nature and purpose of each reserve within equity:

 

Share premium - Amount subscribed for share capital in excess of nominal value together with gains on the sale of own shares.

 

Merger reserve - Represents the difference between the nominal value of shares acquired by the Company in the share for share exchange with the former Gateley Heritage LLP members and the nominal value of shares issued to acquire them.

 

Other reserve - Represents the difference between the actual and nominal value of shares issued by the Company in the acquisition of subsidiaries.

 

Treasury reserve - Represents the repurchase of shares for future distribution by Group's Employee Benefit Trust.

 

Retained earnings - All other net gains and losses and transactions with owners not recognised anywhere else.

 

Foreign currency translation reserve - Represents the movement in exchange rates back to the Group's functional currency of profits and losses generated in foreign currencies.



Consolidated cash flow statement

for the year ended 30 April 2019

 


Note

2019

2018



£'000

£'000

Cash flows from operating activities




Profit for the year after tax


13,041

11,793

Adjustments for:




Depreciation and amortisation

10/11/12

2,528

1,517

Financial income

6

(523)

(233)

Financial expense

6

448

412

Release of contingent consideration


-

(362)

Equity settled share-based payments


655

719

Profit on disposal of property, plant and equipment

4

(3)

-

Tax expense

7

2,904

2,853



19,050

16,699

  Increase in trade and other receivables


(3,946)

(2,330)

  Increase in trade and other payables


37

851

  Increase in provisions


25

14

Cash generated from operations


15,166

15,234

Tax paid


(3,075)

(3,051)

Net cash flows from operating activities


12,091

12,183

Investing activities








Acquisition of property, plant and equipment

10

(1,010)

(745)

Acquisition of other intangible assets

12

(276)

(46)

Cash received on disposal of property, plant and equipment


3

-

Consideration paid on acquisition of Kiddy & Partners

21

(426)

-

Consideration paid on acquisition of GCL Solicitors, net of cash acquired

 

21

 

(2,016)

 

-

Consideration paid on acquisition of IIS, net of cash acquired

21

(84)

-

Deferred consideration paid - acquisition of subsidiary


(236)

(179)





Net cash used in investing activities


(4,045)

(970)

Financing activities




Interest receivable

6

523

233

Interest and other financial income paid

6

(448)

(412)

Receipt of new bank loan


2,970


Repayment of term bank loans

14

(2,278)

(1,980)

Repayment of loans from former members of Gateley Heritage LLP

 

14

 

-

 

(551)

Repayment of loans from former members of GCL Solicitors & Directors of IIS


 

(904)

 

-

Funding by EBT of SARS shares


(1,863)

-

Proceeds from sale of own shares


767

361

Acquisition of own shares


(109)

(217)

Dividends paid

9

(8,118)

(7,042)





Net cash used in financing activities


(9,460)

(9,608)





Net increase in cash and cash equivalents


(1,414)

1,605

Cash and cash equivalents at beginning of year


4,301

2,696





Cash and cash equivalents at end of year

18

2,887

4,301



 

Notes to the financial statements

 

1        Basis of preparation and significant accounting policies

 

1.1          Corporate information and legal status

 

Gateley (Holdings) Plc ("the Company") was incorporated in England and Wales on 13 November 2014. On 29 May 2015 the Company acquired 100 per cent of the issued share capital of Gateley Plc which had, on the same day, acquired the business assets and liabilities of Gateley Heritage LLP, formerly the partnership of Gateley LLP.  Following this Group reorganisation, the financial statements have been prepared on a merger accounting basis as though this Group structure had always been in place and a full twelve month set of results (for both the current and prior year) is therefore presented.  The first day of trading of the Group included in this statement was 1 May 2015.

 

On 8 June 2015, Gateley (Holdings) Plc was admitted to the Alternative Investment Market ("AIM") of London Stock Exchange Plc.

 

1.2        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 30 April 2019, 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 30 April 2019 will be delivered to the Registrar of Companies following the Annual General Meeting.

 

These condensed preliminary financial statements for the year ended 30 April 2019 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

 

1.3        Going concern

 

The Group financial statements are prepared on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group remains cash generative, with a positive ongoing trading performance.  The Group is funded through two unsecured term loans for £3.5m each repayable quarterly at £0.65m until March 2020 then £0.15m per quarter until September 2023 together with unsecured overdraft facilities of up to £8m (2018: £8m). All the Group's overdraft facilities are 12 months in duration. The Group's forecasts and projections show that the new facility provides adequate headroom for its current and future anticipated cash requirements.

 

1.4        Statement of Directors' responsibilities

 

The Directors confirm that, to the best of their knowledge, this condensed set of consolidated financial statements have been prepared in accordance with the AIM Rules.

 

1.5        Cautionary statement

 

This document contains certain forward-looking statements with respect of the financial condition, results, operations and business of the Group.  Whilst these statements are made in good faith based on information available at the time of approval, these statements and forecasts inherently involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause the actual results of developments to differ materially from those expressed or implied by these forward-looking statements and forecasts.  Nothing in this document should be construed as a profit forecast.

 

1.6        Classification of financial instruments issued by the Group

 

The Group has adopted IFRS 9 'Financial Instruments'. The standard specifies how an entity should classify and measure financial assets including some hybrid contracts. Financial assets are to be classified on principle-based requirements dependent on the assets contractual cash flow characteristics and the Group business model for managing those assets.

 

The standard also introduces an impairment model that is to be applied to debt instruments measured at amortised cost or fair value through other comprehensive income, as well as trade receivables and contract assets. Under the model, expected credit losses are to be recognised against financial assets. Expected credit losses have been calculated for the next 12 months in relation to debt securities and over the lifetime of trade and other receivables in line with the general approach provided within the standard. The Group have based the assessment of the expected credit losses on a number of factors including the credit risk of the asset upon initial recognition as well as observed actual losses against classes of financial assets and specific client and industry knowledge held by fee earners. In adopting IFRS 9, the Group has applied transitional relief and opted not to restate the prior period.

 

Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:

(a)      they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and

(b)      where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the financial instruments (including members' capital) are classified as a financial liability. Profit distributions relating to equity instruments are debited direct to equity.   

 

 1.7       Non derivative financial instruments

 

Financial Assets

 

The Group's financial assets include cash and cash equivalents and trade and other receivables. All financial assets are recognised when the Group becomes party to the contractual provisions of the instrument.

i)       Investments

Other investments in debt and equity securities held by the Group that were previously classified as being available-for-sale and are stated at fair value under IAS 39, have been classified as equity investments measured at fair value through other comprehensive income under IFRS 9.

ii)      Trade and other receivables

Trade and other receivables (except unbilled amounts for client work) are recognised and carried at amortised cost under IFRS 9.

In line with the newly adopted IFRS 9, the Group recognises as disclosed in note 15 an expected credit loss against trade receivables in order to recognise the inherent risk that the Group may not be able to collect all amounts due according to the original terms of the receivable. The amount of the provision recorded is based on a combination of historically observed collection rates and the difference between the asset's carrying amount and the present value of estimated future cash flows, and is recognised in the statement of profit and loss in other operating expenses.

iii)     Unbilled amounts for client work (unbilled revenue)

Services provided to clients, which at the year-end date have not been billed, are recognised as unbilled revenue and included in trade and other receivables measured at amortised cost.

Unbilled revenue is valued at selling price less provision for any foreseeable under recovery when the outcome of the matter can be assessed with reasonable certainty. In respect of conditional or contingent fee engagements unbilled revenue is only recognised once the conditional or contingent event occurs.

iv)      Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the consolidated cash flow statement, cash and cash equivalents includes bank overdrafts in addition to the definition above.

v)       Treasury shares

The Group operates an Employee Benefit Trust ("EBT") under which ordinary shares have been issued and are held by the EBT.  These are treated as treasury shares and are added to the Treasury Share Reserve.

Financial Liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its liabilities.

The Group's financial liabilities comprise trade and other payables, borrowings, contingent consideration, members' capital and amounts due to members. All financial liabilities are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method with the exception of contingent consideration that is measured at fair value through profit or loss

i)       Bank borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received net of issue costs associated with the borrowing. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of profit and loss over the period of the borrowings using the effective interest method

Financial expenses comprise interest expense on borrowings.

ii)      Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

The Group completed a number of complimentary acquisitions in the year, as a result of these the Group now holds various loans from former Partners or members of the acquired businesses. These loans are measured and held at fair value.

1.8        Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Where land and buildings are held under leases, the accounting treatment of the land is considered separately from that of the buildings. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and less accumulated impairment losses.

Depreciation is charged to the consolidated statement of profit and loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:

 

Leasehold improvements

over the term of the lease

Equipment

33.3% straight line

Fixtures and fittings

20% straight line

 

Depreciation methods, useful lives and residual values are reviewed at each statement of financial position date.

 

1.9        Business combinations

Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the acquisition method. Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.

Acquisitions on or after 1 January 2010

 

·

For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:

·

the fair value of the consideration transferred; plus

·

the recognised amount of any non-controlling interests in the acquiree; plus

·

the fair value of the existing equity interest in the acquiree; less

·

the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.

On a transaction-by-transaction basis, the Group elects to measure non-controlling interests, which have both present ownership interests and are entitled to a proportionate share of net assets of the acquiree in the event of liquidation, either at its fair value or at its proportionate interest in the recognised amount of the identifiable net assets of the acquiree at the acquisition date. All other non-controlling interests are measured at their fair value at the acquisition date.

1.10      Intangible assets and goodwill

Goodwill

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment in the investee.

Other intangible assets

Other intangible assets, including software licences, expenditure on internally generated goodwill, brands and software, customer contracts and relationships are capitalised at cost and amortised on a straight-line basis over their estimated useful economic lives through operating expenses.

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses.

 

Customer lists

Customer lists that are acquired by the Group as part of a business combination are stated at cost less accumulated amortisation and impairment losses (see accounting policy 'Impairment of assets'). Cost reflects management's judgement of the fair value of the individual intangible asset calculated by reference to the net present value of future benefits accruing to the Group from the utilisation of the asset, discounted at an appropriate discount rate.

 

Internally generated IT software

Costs associated with maintaining computer software programs are recognised as an expense when incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets where the following criteria are met:

 

- it is technically feasible to complete the software product so that it will be available for use;

- management intends to complete the software product and use or sell it;

- there is an ability to sell or use the software product;

- it can be demonstrated how the software product will generate probable future economic benefits;

- adequate technical, financial and other resources to complete the development and to use or sell software product are available; and

- the expenditure attributable to the software product during its development can be reliably measured.

 

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

 

Computer software development costs recognised as assets are amortised over their estimated useful lives, which does not exceed five years. Computer software under development is not amortised. Amortisation starts from the date on which the software is available for use. If a decision is made to halt development then the cost is immediately expensed.

Amortisation 

Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each statement of financial position date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

 

Customer lists

3 years

Computer software

3 years

1.11      Investment property

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.  Investment properties are stated at fair value.  Any gain or loss arising from a change in fair value is recognised in profit or loss.

1.12      Impairment excluding investment properties

Financial assets (including receivables)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event has a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Intangibles and property, plant and equipment

The carrying amount of the Group's assets including property, plant and equipment and intangibles other than goodwill is reviewed at each year end date to determine whether there is any indication of impairment.  If any such indication exists, the asset's recoverable amount is estimated.

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.  Impairment losses are recognised in profit or loss.  Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years.  A reversal of an impairment loss is recognised in profit or loss where it relates to an amount charged to profit or loss.

Goodwill

Goodwill is capitalised as an intangible asset and is not amortised but tested for impairment annually and when there are any indications that its carrying value is not recoverable. As such, goodwill is stated at cost less any provision for impairment in value. For impairment testing purposes, goodwill is allocated to cash-generating units. If a subsidiary undertaking is subsequently sold, goodwill arising on acquisition is taken into account in determining the profit or loss on sale.

1.13      Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of profit and loss in the periods during which services are rendered by employees.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Share-based payment transactions

The Group operates an equity settled share based compensation plan.

The grant date fair value of share-based payment awards made to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the options granted is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted.

The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date, measured at the grant date fair value of the award.

At each reporting date, the group revises its estimates of the number of share incentives which are expected to vest. The impact of the revision of original estimates is recognised in the income statement with a corresponding adjustment to equity.

1.14      Own shares held by EBT trust (treasury reserve)

Transactions of the group-sponsored EBT trust are included in the Group financial statements. In particular, the trust's purchases and sales of shares in the Company are recognised directly within equity.

1.15      Professional indemnity provisions

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation.  Where material, the impact of the time value of money is taken into account by discounting the expected future cash flow at a pre-tax rate, which reflects risks specific to the liability.

Insurance cover is maintained in respect of professional negligence claims.  This cover is principally written through insurance companies with coverage of up to £150 million for each claim.  Premiums are expensed as they fall due with prepayments or accruals being recognised accordingly.

In the event the insurance companies cannot settle the full liability, the liability will revert to the Group.

1.16      Revenue recognition

Revenue represents the fair value of the consideration receivable in respect of professional services provided during the year, inclusive of recoverable expenses incurred on client assignments, but excluding value added tax. Where the outcome of a transaction can be estimated reliably, revenue associated with the transaction is recognised in the income statement by reference to the stage of completion at the year end, provided that a right to consideration has been obtained through performance. Consideration accrues as contract activity progresses by reference to the value of work performed.

 

Where the outcome of a transaction cannot be estimated reliably, revenue is recognised only to the extent that the costs of providing the service are recoverable. No revenue is recognised where there are significant uncertainties regarding recovery of the consideration due or where the right to receive payment is contingent on events outside the control of the group.   Amounts deemed to be recoverable on the engagement (on the basis above) are recognised in unbilled revenue and form part of Trade and other receivables.

The Group has adopted IFRS 15 Revenue from contracts with customers. Under the standard, revenue is to be recognised either over time or at a point in time. The model uses a contract based five-step analysis of transactions to determine when, and how much, revenue is recognised; this includes the matching of stand-alone process for services provided to the satisfaction of performance obligations.

The Group considers that there are two contract types in issue in the performance of professional services, being non-contingent and contingent contracts. Non-contingent work is typically recognised over the duration of the contract in line with the number of hours charged to the engagement at a pre-established rate. Under IFRS 15 the hours worked on these engagements are considered to be the satisfaction of the performance obligation, therefore where collection of revenue is considered probable, it is recognised in line with the hours performed. Contingent work is typically recognised at a point in time, once the pre-agreed stages of the contract performance are reached or concluded as a result of an event linked to each work type performance. In line with IFRS 15 the Group recognises revenue on these contracts at a point in time once the uncertainty over the contingent event has been satisfied. In some cases, though the contingent event is satisfied, there may a delay or continued doubt over the collection of revenue. In these cases, revenue is billed at the point of conclusion; where there is considerable cause to doubt the recoverability of the revenue an appropriate provision is recognised.

The adoption of the standard has also resulted in both contract assets and liabilities being recognised. Under IFRS 15, unbilled revenue recognised by the Group meets the qualifying criteria for a contract asset as the amounts are derived from the existence of a contract, however have not yet been billed and therefore are not included within trade receivables. The Group have also recognised a contract liability under the standard that represents the amount of income that has been invoiced in advance of the service being performed.

IFRS 15 includes a choice of transitional adjustments on initial application. As the impact of the new standard is not considered to be significant to the Groups revenue recognition policy, Management have elected to use the 'modified retrospective adoption', which is to retrospectively apply the standard with the cumulative effect of application being made to the opening balance of retained earnings on 1 May 2018. Implementation of this standard has therefore not resulted in a restatement of comparative period results.

Recoverable expenses and disbursements represent charges from other professional service firms, sub-contractors and out of pocket expenses incurred in respect of assignments and expected to be recovered from clients.

Rental income is recognised on a straight line basis over the lease term.

1.17      Operating lease payments

Payments made under operating leases are recognised in the statement of profit and loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in the statement of profit and loss over the term of the lease as an integral part of the total lease expense.         

1.18      Financial income and expenses

Financial expenses comprise interest payable and exchange losses that are recognised in the statement of profit and loss. Financial income comprises interest receivable on funds invested and exchange gains.

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method.

1.19      Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

1.20      Non-underlying and exceptional items

 

Non-underlying items

 

Non-underlying items are non-trading and or non-cash items disclosed separately in the Consolidated Income Statement where the quantum, nature or volatility of such items would otherwise distort the underlying trading performance of the Group. The following are included by the Group in its assessment of non-underlying items:

 

·      Share based payment charges: such charges are treated as non-underlying as the gain realised on the options granted is settled in shares not cash and therefore does not impact the income statement. The IFRS 2 charge is taken to the income statement, as this is not a true cash expense it is treated as non-underlying as it may distort the true performance of the Group.

·      Amortisation and Impairment charges in respect of intangible fixed assets: these costs are treated and non-underlying as they are non-cash items.

The tax effect of the above is also included if considered significant.

 

Exceptional items

 

Exceptional items are one off transactions, unrelated to the underlying trading performance of the Group disclosed separately in the Consolidated Income Statement where the quantum, nature or volatility of such items would otherwise distort the underlying trading performance of the Group.

 

The following are included by the Group in its assessment of exceptional items:

 

·      Gains or losses arising on disposal, closure, restructuring or reorganisation of businesses that do not meet the definition of discontinued operations.

·      Non-typical expenses associated with acquisitions.

·      Costs incurred as part of significant refinancing activities.

The tax effect of the above is also included if considered significant.

Details in respect of the non-underlying items recognised in the current and prior year are set out in note 4 to the Financial Statements.

1.21      Ordinary dividends

Dividends are recognised as a liability in the period in which they are approved by the Company's shareholders.

1.22      Adopted IFRS not yet applied

At the date of authorisation of these financial statements, a number of new standards, amendments and interpretations to existing standards have been published by the IASB that are not yet effective and have not been applied early by the Group. The Group anticipates that the following pronouncements relevant to the Group's operations will be adopted in the Group's accounting policies for the first period beginning on or after the effective date, once adopted by the EU:

 

·

IFRS 16 Leases (IASB effective 1 January 2019, EU endorsed)

·

Amendments to IFRS 9 Prepayment features with negative compensation (IASB effective 1 January 2019, EU endorsed) Prepayment features with negative compensation (amendments to IFRS 9)

·

Annual Improvement to IFRS 2014-2016 Cycle relating to IFRS 12 Disclosure of interests in other entities (IASB effective 1 January 2017, not yet EU endorsed)

·

Annual Improvements to IFRS 2015-2017 Cycle (IASB effective 1 January 2019, not yet EU endorsed)

·

Amendments to IAS 19 Plan Amendment, Curtailment or Settlement (IASB effective 1 January 2019, not yet EU endorsed)

·

Amendments to IFRS 3 Business Combinations (IASB effective 1 January 2019, not yet EU endorsed)

·

Amendments to IAS 28 Long term interests in associates and joint ventures (IASB effective 1 January 2019, not yet EU endorsed)

·

Amendments to references to the conceptual framework in IFRS standards (IASB effective 1 January 2020, not yet EU endorsed)

With the exception of IFRS 16, the Group does not expect the adoption of any of these standards to have a material effect on the financial statements.

New standards and interpretations not yet applied

 

IFRS 16 'Leases'

 

IFRS 16 replaces the existing leasing accounting guidance, which includes IAS 17 'Leases' and IFRIC 4 'Determining Whether an Arrangement Contains a Lease'. The standard is effective for periods beginning on or after 1 January 2019.

 

The standard requires lessees to account for most contracts using an on-balance sheet model, with the distinction between operating and finance leases being removed. There is no change to the revenue recognition methodology for lessor operating leases.  The standard provides certain exemptions from recognising leases on the balance sheet, including where the asset is of low value or the lease term is twelve months or less. In addition, the standard makes changes to the definition of a lease to focus on, amongst other things, which party has the right to direct the use of the asset.

 

Under the new standard, the Group will be required to recognise right of use lease assets and lease liabilities on the balance sheet. The right of use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less accumulated depreciation and impairment losses, adjusted for any re-measurement of the lease liability. Liabilities are measured based on the present value of future lease payments over the lease term. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others.

 

The recognition of the depreciation of right of use lease assets and interest on lease liabilities over the lease term will have no overall impact on profit before tax over the life of the lease; however, the result in any individual year will be impacted and the change in presentation of costs will likely be material to the Group's key financial metrics. Under IAS 17, the charge is booked in full to operating profit. Metrics which will therefore be affected will include operating profit and operating margin, interest and interest cover, EBITDA and operating cash flow.

 

Furthermore, the principal amount of cash paid and interest in the cash flow statement will be presented separately as a financing activity.  Operating lease payments under IAS 17 would have been presented as operating cash flows.  There will be no overall net cash flow impact.

 

The Group has performed work to assess the impact of the new standard.  Such work  has included a detailed review of all lease contracts to establish lease classification, assessment of transition options, the quantification of financial impacts, design of future processes and the related systems changes, the assessment of the related impacts on the Group's regulatory and commercial reporting requirements, and the impact on the Group's long-term incentive schemes.  The Group continues to assess the impact and implementation of the new standard, ensuring the correct treatment of leases going through a process of renegotiation.

 

Information on the undiscounted amount of the Group's operating lease commitments under IAS 17 'Leases', the current leasing standard, is disclosed in the Group's annual financial statements. The leases substantially relate to property leases used to perform professional activities as an operating lease lessor.

2        Revenue and operating segments

The Chief Operating Decision Maker ("CODM") is the Strategic Board. The Group have the following five strategic divisions, which are its reportable segments.  These divisions offer different products and services and are managed separately because they report different specialisms from the legal teams in those divisions.

 

The following summary describes the operations of each reportable segment:

 

Reportable segment

Operations

Banking and Financial Services

Provision of legal advice in respect of asset finance, banking and restructuring services

Corporate

Provision of legal advice in respect of corporate, family, private client and taxation services

Business Services

Provision of legal advice in respect of commercial, commercial dispute resolution, litigation, regulatory, shipping, transport and insurance services

Employees, Pensions and Benefits

Provision of legal advice in respect of employment and pension services, including Entrust Pension Limited's trustee services and global mobility consultancy. Also includes Kiddy & Partners Human Capital consultancy, providing assessment, talent management and leadership development and International Investment Services Limited, providing consultancy services to potential UK investors.

Property

Provision of legal advice in respect of construction, planning, real estate and residential development services.  Also includes Gateley Capitus Limited's property related tax incentive services together with Gateley Hamer Limited's easement and wayleave and compulsory purchase order services.

 



The revenue and operating profit are attributable to the principal activities of the Group.  A geographical analysis of revenue is given below:

 


2019

2018


£'000

£'000




United Kingdom

95,319

80,515

Europe

3,351

3,149

Middle East

547

670

North and South America

3,457

1,258

Asia

206

138

Other

591

360


103,471

86,090

The Group's assets and costs are predominately located in the UK save for those assets and costs located in the United Arab Emirates (UAE) via its Dubai subsidiary.  Net assets of £0.20m (2018: £0.46m) together with costs of £0.9m (2018: £0.8m) are located in the Group's Dubai subsidiary.  Revenue generated by the Group's Dubai subsidiary to customers in the UAE totalled £0.7m (2018: £0.9m) as disclosed above as due from the customers in the Middle East.

The Group has no individual customers that represent more than 10% of revenue in either the 2019 or 2018 financial year.

 

Operating segments 2019

 


Banking and Financial Services

Corporate

Business
Services

Employee
Pensions and
Benefits

Property

Total
segments

Other expense

and movement

in unbilled revenue

Total


£'000

£'000

£'000

£'000

£'000

£'000

 £'000

£'000

Segment revenue

16,979

16,912

13,436

11,092

43,425

101,844

1,627

103,471

Segment contribution (as reported internally)

6,447

4,994

5,987

3,994

19,810

41,232

1,627

42,859

Costs not allocated to segments:









  Other operating income








313

  Personnel costs








(7,006)

  Depreciation and amortisation








(2,528)

  Other operating expenses








(17,048)

Net financial expense








75

Exceptional costs








(61)

Share based payment charge








(655)

Profit for the financial year before taxation

 








15,949

Timing of revenue recognition

Services transferred at a point in time

Services transferred over time

 








 

32,326

71,145









103,471

 



Operating segments 2018


Banking and
Financial
 Services

Corporate

Business
Services

Employee
Pensions and
Benefits

Property

Total
segments

Other expenses

 and movement

 in unbilled revenue

Total


£'000

£'000

£'000

£'000

£'000

£'000

 £'000

£'000

Segment revenue

15,489

16,019

12,225

7,516

33,694

84,943

1,147

86,090

Segment contribution (as reported internally)

5,755

4,338

5,062

2,819

15,769

33,743

1,147

34,890

Costs not allocated to segments:









  Other operating income








719

  Personnel costs








(5,209)

  Depreciation and amortisation








(1,517)

  Other operating expenses








(14,058)

Net financial expense








(179)

Profit for the financial year before taxation

 








14,646

Timing of revenue recognition

Services transferred at a point in time

Services transferred over time

 








 

23,883

62,207









86,090

 

Group entities may be engaged on a contingent basis; in such cases the Group consider the satisfaction of the contingent event as the sole performance obligation within the contract. Fees are only billed once the contingent event has been satisfied. The initial financing of these engagements types is met by the Group. Due to the nature and timing of the billing, such engagements influence the contract asset balance held in the balance sheet at year end. In the majority of cases the contingent event is expected to be concluded within one year of the engagement date. The Group operates standard payment terms of 30 days. £11.7 million of the current period revenue is derived from services satisfied, in part, in the previous period.

Services transferred over time

For non-contingent engagements, fee earners hourly rates are determined at the point of engagement with all hours attributed to the engagement fully and accurately recorded. The recorded hours are then translated into fees to be billed and invoiced on a monthly basis. The Group typically operates on 30 days credit terms, in line with IFRS 15 the performance obligations are fulfilled over time with revenue being recognised in line with the hours worked.

 

Contract assets

Under IFRS 15 the Group is required to recognise contract assets based on the costs incurred in delivering the performance obligations stipulated in the contracts held with customers. These assets differ from accounts receivables. Accounts receivable are the amounts that have been billed to the client and the revenue recognised, whereas these contract assets are amounts of work in progress where work has been performed, yet the revenue has not been recognised and the amounts not yet billed to the client. Due to the nature of the services delivered by the Group the significant component of the cost of delivery is staff costs. As a result, there is little to no judgement exercised in determining the costs incurred as they are driven by the time recorded by fee earners.

 

No other financial information has been disclosed as it is not provided to the CODM on a regular basis.

 

Contract Liabilities

Under IFRS 15 the Group is required to recognise contract liabilities based on those amounts recognised against contracts for which the satisfaction of performance obligations has not yet been met. These liabilities relate to the deferred income recognised within Kiddy & Partners as a result of their billing structure. The amounts recognised by Kiddy & Partners reflect the agreed cost of the services to be performed and are realised in line with the ongoing cost of delivery. Due to the nature of the services provided by Kiddy & Partners, the main component of this cost of delivery is staff costs, as a result there is little to no judgement exercised in determining the value of the liability held at year end.

3        Other operating income


2019

2018


£'000

£'000




Rental and service charge income

313

357




4        Expenses and auditor's remuneration

Included in profit are the following:


2019

2018


£'000

£'000




Depreciation on tangible assets

1,122

970

Amortisation of intangible assets

1,406

547

Operating lease costs

116

132

Operating lease costs on property

3,313

2,981

Other operating income - rent received

(258)

(295)

Foreign exchange losses

25

66

Profit on sale of fixed assets

(3)

-




Exceptional items


2019

2018


£'000

£'000




Release of lease incentive income

-

(182)

Release of contingent consideration income

-

(362)

Corporate finance structured expense paid on acquisition

61

-


61

(544)

Exceptional items represent the acquisition cost in respect of the acquisition of GCL Solicitors LLP.

Auditor's remuneration


2019

2018


£'000

£'000




Fees payable to the Companies Auditors in respect of audit services:

  Audit of these financial statements

 

68

 

52

  Audit of financial statements of subsidiaries of the Company

22

19


90

71




Amounts receivable by the Company's auditor and its associates in respect of:



  Other assurance services

33

27

  Tax compliance services

11

11


44

38

5        Employees

The average number of persons employed by the Group during the year, analysed by category, was as follows:


Number of employees


2019

2018




Legal and professional staff

610

509

Administrative staff

297

248


907

757




The aggregate payroll costs of these persons were as follows:


2019

2018


£'000

£'000




Wages and salaries

54,341

45,825

Share based payment expense

655

719

Social security costs

7,289

5,283

Pension costs

1,127

794


63,412

52,621




6        Financial income and expense

Recognised in profit and loss

 


2019

2018


£'000

£'000

Financial income



Interest income

523

233

Total finance income

523

233




Financial expense



Interest expense on bank borrowings measured at amortised cost

(448)

(412)

Total financial expense

(448)

(412)




Net financial income/(expense)

75

(179)

7        Taxation


2019

2018


£'000

£'000




Current tax expense



Current tax on profits for the year

3,297

2,926

Under provision of taxation in previous period

121

38

Total current tax

3,418

2,964




Deferred tax expense



Origination and reversal of temporary differences

(268)

(111)

Under provision on share-based payment charges

(246)

-

Total deferred tax expense

(514)

(111)




Total tax expense

2,904

2,853




The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:


2019

2018


£'000

£'000




 Profit for the year (subject to corporation tax)

15,945

14,646




 Tax using the Company's domestic tax rate of 19%

3,030

2,783

 Expenses not deductible for tax purposes

(1)

32

Under provision of taxation in previous period

121

38

Deferred tax expense

(246)

-

 Total tax expense

2,904

2,853

 

On 26 October 2015 the UK corporation tax rate was reduced to 19% (effective from 1 April 2017) and then further to 18% (effective 1 April 2020). The deferred tax liability at 30 April 2019 has been calculated based on these rates.  An additional reduction to 17% (effective from 1 April 2020) was announced in the Budget on 16 March 2016. This will reduce the Company's future current tax charge accordingly.

8        Earnings per share

Statutory earnings per share




2019

2018


Number

Number

 




Weighted average number of ordinary shares in issue, being weighted average number of shares for calculating basic earnings per share

110,207,707

106,881,953

Shares deemed to be issued for no consideration in respect of share based payments

2,072,862

4,074,859




Weighted average number of ordinary shares for calculating diluted earnings per share

112,280,569

110,956,812





2019

2018


£'000

£'000




Profit for the year and basic earnings attributable to ordinary equity shareholders

13,041

11,793




Non-underlying and exceptional items (see note 4)



Operating expenses

2,122

722

Tax on non-underlying and exceptional items

(403)

(137)

Underlying earnings before non-underlying and exceptional items

14,760

12,378




Earnings per share is calculated as follows:




2019

2018


Pence

Pence




Basic earnings per ordinary share

11.83

11.03

Diluted earnings per ordinary share

11.61

10.63




Basic earnings per ordinary share after non-underlying and exceptional items

13.39

11.58

Diluted earnings per ordinary share after non-underlying and exceptional items

13.15

11.16

 

For the year ended 30 April 2019 the Group has elected to calculate earnings per share before non-underlying and exceptional items based after taxation thereof. This election has been made to provide a more reflective representation of adjusted profits. The prior year corresponding values have been presented on the same basis above (underlying earnings per the 30 April 2018 accounts were £11.35m).

Prior year earnings per share have been further amended to reflect the recalculation of shares deemed to be issued for no consideration.

Shares issued for no consideration

Under IAS 8, the Group has re-calculated the shares deemed to be issued for no consideration in respect of share based payments it anticipates will vest under the various SARS schemes.  This has resulted in an increase in 2018 weighted average number of ordinary shares from 110,830,394 to 110,956,812.

The impact of the recalculation above has reduced diluted earnings per share from 10.64p to 10.63p in 2018.

9        Dividends


2019

2018



£'000

£'000


Equity shares:




Final dividend in respect of 2017 (4.4p per share) - 4 October 2017

-

4,691


Interim dividend in respect of 2018 (2.2p per share) - 16 March 2018

-

2,351


Final dividend in respect of 2018 (4.8p per share) - 3 October 2018

5,264

-


Interim dividend in respect of 2019 (2.6p per share) - 15 March 2019

2,854

-







8,118

7,042


The Board proposes to recommend a final dividend of 5.4p (2018: 4.8p) per share at the AGM.  If approved, this dividend will be paid in mid-October 2018 to shareholders on the register at the close of business on 20 September 2019.  The shares will go ex-dividend on 19 September 2019.  This dividend has not been recognised as a liability in these final statements.

 

10      Property, plant and equipment

 


Leasehold

improvements

Equipment

Fixtures and

Fittings

Total


£'000

£'000

£'000

£'000

Cost





Balance at 1 May 2017

226

3,798

4,186

8,210

Additions

-

634

111

745

Balance at 30 April 2018

226

4,432

4,297

8,955






Balance at 1 May 2018

226

4,432

4,297

8,955

Additions

5

643

362

1,010

Arising on acquisition

-

325

334

659

Fair value adjustment on acquisition

-

(117)

(9)

(126)

Disposal

-

(8)

-

(8)

Balance at 30 April 2019

231

5,275

4,984

10,490






Depreciation and impairment





Balance at 1 May 2017

59

2,842

3,149

6,050

Depreciation charge for the year

23

596

351

970

Balance at 30 April 2018

82

3,438

3,500

7,020






Balance at 1 May 2018

82

3,438

3,500

7,020

Depreciation charge for the year

22

728

372

1,122

Arising on acquisition

-

200

174

374

Fair value adjustment on acquisition


(27)

(8)

(35)

Eliminated on disposal

-

(8)

-

(8)

Balance at 30 April 2019

104

4,331

4,038

8,473






Net book value





At 30 April 2018

144

994

797

1,935






At 30 April 2019

127

944

946

2,017

11      Intangible assets and goodwill


Goodwill

Customer

lists

Total


£'000

£'000

£'000

Deemed cost




At 1 May 2017 and 30 April 2018

2,676

1,638

4,314

Acquisitions through business combinations

5,729

2,786

8,515

At 30 April 2019

8,405

4,424

12,829





Amortisation




At 1 May 2017

-

472

472

Charge for the year

-

547

547

At 30 April 2018

-

1,019

1,019

Charge for the year

-

1,380

1,380

At 30 April 2019

-

2,399

2,399

 

Carrying amounts




At 30 April 2018

2,676

619

3,295

At 30 April 2019

8,405

2,025

10,430

Sensitivities

The Group attributes a monetary value to the acquired customer lists based primarily on the anticipated future cash flows generated by the customers. Whilst the Group accounts for customer attrition and direct costs the main driver of this value is the estimated revenue resulting from the customers on the list. Management have estimated a year on year growth rate which has been applied to the model. The below table shows the Group's sensitivity to growth rates on the customer list valuation:

 


Increase/(decrease) in value of customer list


£'000



+1 % movement in growth rates

80

-1 % movement in growth rates

(80)

Impairment testing

The Group tests goodwill annually for impairment. The impairment test involves determining the recoverable amount of the cash generating unit (CGU) to which the goodwill has been allocated.  The Directors believe that each operating segment represents a cash generating unit for the business and as a result, impairment is tested for each segment, and all the assets of each segment are considered.  Of the goodwill balance held £7.13m is attributable to the property CGU and £3.30m is attributable to the employee benefits and pensions CGU. The recoverable amount is based on the present value of expected future cash flows (value in use) which was determined to be higher than the carrying amount of goodwill so no impairment loss was recognised. Value in use was determined by discounting the future cash flows generated from the continuing operation of the Group and was based on the following key assumptions:

·      A pre-tax discount rate of 10% was applied in determining the recoverable amount. The discount rate is based on the Group's average weighted cost of capital

·      The values assigned to the key assumptions represent management's estimate of expected future trends and are based on both external (industry experience, historic market performance) and internal sources (existing management knowledge, track record and an in-depth understanding of the work types being performed). 

Growth rates of between 10-20% are based on management's understanding of the market opportunities for services provided pertaining to the industry concerned. 

Increases in costs are based on current inflation rates and expected levels of recruitment needed to generate predicted revenue growth.

Attrition rates are based on the expected level of fees from existing clients as a percentage of total forecast fees

Cash flows have been assessed over a five-year period which management consider to be the correct average life of clients' relationships

·      The Group has conducted a sensitivity analysis on the impairment test of the CGU carrying value.  The Directors believe that any reasonably possible change in the key assumptions on which the recoverable amount of goodwill is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU. The analysis performed by management indicates that the discounted forecasts for the Property CGU would need to decrease by 47% and 41% within the Employee benefits and pension CGU in order to trigger an impairment charge.

12      Other intangible assets


IT Development costs

£'000

Computer

software

£'000

Computer

software
£'000


Cost





Balance at 1 May 2017

-

-

-


Additions

-

46

46


At 30 April 2018

-

46

46


Additions

237

39

276


At 30 April 2019

237

85

322







Amortisation





Balance at 1 May 2017

-

-

-


Charge for the year

-

7

7


At 30 April 2018

-

7

7


Charge for the year

-

26

26


At 30 April 2019

-

33

33







Net book amount at 30 April 2018

-

39

39


Net book amount at 30 April 2019

237

52

289


13      Trade and other receivables

Impact of IFRS 9 Transition

IFRS 9 specifies the classification and measurement of financial assets and liabilities. the adoption of the standard has principally impacted how the Group measures the following financial assets: trade receivables and unbilled revenue.

Under IAS 39 the Group held debts at selling price less any specific provision. Such provision was assessed on a debt-by-debt basis, representing the extent of any risk of default identified. Under IFRS 9, the Group now measures debts at selling price less any lifetime expected credit losses (ECL's). The Group have applied these calculated ECL's to all debts held.

The Group have applied ECL's to unbilled revenue in order to account for the potential default on amounts not yet billed to the client. The ECL's have been calculated on the same basis as those applied to trade receivables.

On adoption of IFRS 9 the Group has applied transitional relief and opted not to restate prior periods and has calculated an opening adjustment to reserves at 1 May 2018.

The adoption of the standard has not impacted the recoverability of the Group's debts.

 


£'000

Recognition of lifetime expected credit losses on trade receivables

58

Recognition of lifetime expected credit losses on unbilled revenue

295

Impact of IFRS 9 Transition

353

The impact of the transition to IFRS 9 has been recognised within the opening reserves.

 


2019

2018


£'000 

£'000 




Trade receivables

33,909

28,512

Unbilled revenue

10,671

10,672

Prepayments

2,584

2,233

Other receivables

42

-


47,206

41,417

 

All trade receivables are repayable within one year.

Movement in the allowance for doubtful receivables


2019

2018


£'000

£'000




Brought forward provision

(2,212)

(2,011)

Brought forward on acquisition

(14)

-

Provision utilised

450

264

Charged to income

(1,147)

(1,296)

Provisions released

196

831

IFRS 9 Provision

(58)

-


(2,785)

(2,212)

Receivables not impaired, past due


2019

2018


£'000

£'000




Not past due

21,250

18,220

Past due 0-30 days

4,120

3,246

Past due 31-120 days

4,030

4,363

Past due greater than 120 days

7,294

4,895


36,694

30,724

The carrying amount of financial assets recorded in the financial statements, which is net of any impairment losses, represents the Group's maximum exposure to credit risk.  Financial assets include client and other receivables and cash.  The Group does not hold collateral over these balances.

All the Group's trade and other receivables have been reviewed for indicators of impairment.  The impaired trade receivables are mostly due from customers experiencing financial difficulties.

Contract assets recognised under IFRS 15

Under IFRS 15 the Group is required to recognise contract assets, as detailed in note 2.


2019


£'000

Contract asset value at 1 May 2018

10,672

Contract assets arising on acquisition

152

Contract asset value added in the year

32,185

Contract asset value realised in the year

(32,338)

Contract asset value at 30 April 2019

10,671

14      Other interest-bearing loans and borrowings

The contractual terms of the Group's interest-bearing loans and borrowings, which are measured at amortised cost, are described below. For more information about the Group's exposure to interest rate and foreign currency risk, see note 22.


2019


2018



Fair

value

Carrying
amount

Fair

value

Carrying
amount


£'000

£'000

£'000

£'000

Non-Current liabilities





Unsecured bank loan

3,076

3,076

2,982

2,982






Current liabilities





Unsecured bank loan

2,574

2,574

1,977

1,977

Loans from former members of GCL Solicitors LLP

425

425

-

-

Loans from director of IIS

45

45

-

-


3,044

3,044

1,977

1,977

The unsecured overdraft facilities totalling £8m (2018: £8m) are repayable on demand.

On 8 June 2015, Gateley Plc entered into two new loan agreements of £5m each, £10m in total.  On 28 October 2018 these existing loans were re-negotiated and an additional £3 million of new loans were entered into.  The new total term loans are repayable quarterly at £0.65m per quarter until March 2020 followed by quarterly repayments of £0.15m until September 2023.  Interest is chargeable at 2.25% over LIBOR.  On the acquisition of GCL Solicitors LLP £1.28m of amounts relating to individual members capital classified as a liability together with amounts due to members were converted into Loans from former members.  Loans were repayable quarterly over a period of not less than two years subject to adequate working capital facilities, in the opinion of the board of directors, within the Group being available to accommodate such payments.  Repayment of these liabilities are forecast to be made in full by December 2019.  On the acquisition of IIS £0.09m of amounts relating to an individual IIS directors' loan was repayable in monthly instalments commencing December 2018 and concluding in April 2020.

15      Trade and other payables


2019

2018


£'000

£'000

Current



Trade payables

4,769

5,204

Other taxation and social security payable

6,437

6,355

Other payables

167

188

Contingent consideration

1,428

470

Accruals

10,779

8,761

Deferred income

147

-





23,727

20,978

 

Contingent consideration relates to estimated earn out payments due to the vendors of Kiddy and Partners LLP (2018: Gateley Hamer Limited) that will be settled 50:50 in cash and shares.

 

Non-current

£'000

£'000

Other payables

128

121

Contingent consideration

855

-


983

121

 

During the year £0.239m was paid to Gateley Hamer Limited in accordance with the term of the acquisition. Contingent consideration of £0.72m relates to estimated earn out payments due to the vendors of Kiddy and Partners LLP that will be settled 50:50 in cash and shares together with £0.14m relating to estimated earn out payments due to the vendor of IIS that will be settled 15% in cash and 85% in shares.

 

Contract liabilities recognised under IFRS 15

Under IFRS 15 the Group is required to recognise contract assets, as detailed in note 2.

 


2019


£'000

Contract liabilities at 1 May 2018

-

Contract liabilities arising on acquisition

294

Contract liabilities gained in the year

2,757

Contract liabilities credited to P&L in year

(2,904)

Contract liabilities at 30 April 2019

147

16      Deferred tax

Deferred tax assets and liabilities are summarised below:

Deferred tax asset

The deferred tax asset recognised in the Consolidated accounts represents the future tax impact of issued share based payments schemes that are yet to vest.

 


Share-based payments

 


£'000

At 1 May 2017 and 1 May 2018

-

Credited during the year to retained earnings

182

Credited during the year in the Consolidated income statement

246

At 30 April 2019

428

Deferred tax liability

The deferred tax liability recognised in the Consolidation represents the future tax impact of the Group's benefit from customer lists obtained through acquisitions.

 


Customer lists

 


£'000



At 1 May 2017

239

Credited during the year in the Consolidated income statement

(111)

At 30 April 2018

128

Arising through business combinations - Kiddy & Partners and GCL Solicitors

529

Credited during the year in the Consolidated income statement

(269)

At 30 April 2019

388

17      Provisions

Professional indemnity

 


2019

2018


£'000

£'000




Brought forward

605

591

Provisions made during the year

100

210

Provisions released during the year

(75)

4

Provisions reversed during the year

-

(200)

At end of year

630

605




Non-current

339

405

Current

291

200


630

605

The professional indemnity provision represents amounts equal to the insurance excesses payable on outstanding claims against the Group which are covered by the Company's professional indemnity insurance policy.  The amount or timing of amounts payable in these cases is uncertain as the resolution of the cases are unknown at the year end.

18      Net debt


2019

2018


£'000

£'000




Cash and cash equivalents

2,887

4,301

Debt



Total loans brought forward

(4,959)

(7,489)

Loans from former members

(469)

-

Extension to term loans in the year

(2,970)

-

Repayment of loans from former members

171

-

Repayment of term loans

2,107

2,530

Total loan carried forward

(6,120)

(4,959)




Net debt

(3,233)

(658)

 


As at 1

May 2018

On acquisition

New loans taken out during year

Cash flows

As at 30

April

2019


£'000

£'000

£'000

£'000

£'000







Term loans

(4,959)

-

(2,970)

2,279

(5,650)

Loans from former members of GCL

-

(1,280)

-

855

(425)

Loans from former director of IIS

-

(94)

-

49

(45)


(4,959)

(1,374)

(2,970)

3,183

(6,120)

 

19      Share capital

Authorised, issued and fully paid


2019

2019

2018

2018


Number

£

Number

£

Ordinary shares of 10p each





Brought forward

106,881,953

10,688,195

106,881,953

10,688,195

Issued on acquisition of GCL solicitors

1,164,276

116,428

-

-

Issued on acquisition of Kiddy & Partners

251,207

25,121

-

-

Issued on vesting of SARS

2,425,024

242,502

-

-

Issued as part of deferred consideration of Gateley Hamer Limited

138,330

13,833

-

-

At 30 April 2019

110,860,790

11,086,079

106,881,953

10,688,195






On 22 May 2018 Gateley Plc acquired the business and assets of GCL Solicitors LLP in part for the issue of 1,164,276 10p ordinary shares.

 

On 22 June 2018 138,329 10p ordinary shares were issued as deferred consideration to Gateley Hamer Limited.

 

On 9 July 2018 the Group acquired the business and assets of Kiddy & Partners LLP in part for the issue of 251,207 10p ordinary shares.

 

On 18 July 2018 2,425,024 10p ordinary shares were issues upon vesting of the 2015 SARS scheme to participants.

 

20      Share based payments

Group

At the year end the Group has three share based payment scheme in operation.

Stock Appreciation Rights Scheme ('SARS')

This SARS is a discretionary executive reward plan which allows the Group to grant conditional share awards or nil cost options to selected executives at the discretion of the Remuneration Committee.

The awards vest after a three year performance period. On exercise, participants will receive an award of shares equal to the growth in value of the option between the date of grant and the date of exercise in excess of the hurdle rate calculated by reference to the number of reference options granted to each option holder.  The hurdle rate is currently set at 115.765% of the market value of the underlying shares on the date of the grant.

During the year the first issue of SARS vested. Of the 7.2 million reference shares issued in 2015, 6.7 million were held at the exercise date, the resultant number of shares granted is detailed below:


Reference shares in issue at exercise date

Number

Price at grant date

£

Price at exercise date

£

Growth

£

Growth value

£'000

Number of shares at exercise price

Number

SARS 15/16

6,650,000

1.10

1.72

0.62

4,123

2,397,093

The below table shows the estimated number of shares to be issued under the further two SARS scheme in issue based on the Company's share price at the balance sheet date of £1.60:


Reference shares in issue at 30 April 2019

Number

Share price at 30 April 2019

£

Price at 30 April 2019

£

Estimated growth

£

Estimated growth value

£'000

Number of shares at exercise price

Number

SARS 16/17

10,275,000

£1.39

£1.60

£0.21

2,158

1,348,594

SARS 17/18

6,750,000

£1.83

£1.60

(£0.23)

-

-

 


Weighted average remaining contractual life

Weighted

average

exercise

price

Originally granted

Lapsed at 30 April 2018

At 1 May

20187

Granted

during

the year

Lapsed during year

At 30 April 2019




Number

Number

Number

Number


Number

SARS









SARS 16/17 - 7 October 2016

0.4 years

£1.39

10,850,000

(425,000)

10,425,000

-

(150,000)

10,275,000

SARS 17/18 - 3 October 2017

1.4 years

£1.83

7,050,000

(175,000)

6,875,000

-

(125000)

6,750,000




17,900,000

(600,000)

17,300,000

-

(275,000)

17,025,000

Save As You Earn scheme ('SAYE')

The Group operates a HMRC approved SAYE scheme for all staff.  Options under this scheme will vest if the participant remains employed for the agreed vesting period of three years.  Upon vesting, each option allows the holder to purchase the allocated ordinary shares at a discount of 20% of the market price determined at the grant date.

Company Share Option Plan ('CSOP')

The Group operates an HMRC approved CSOP scheme for associates, senior associates, legal directors, equivalent positions in Gateley Group subsidiary companies and senior management positions in our support teams.  Options under this scheme will vest if the participant remains employed for the agreed vesting period of three years.  Upon vesting, each option allows the holder to purchase the allocated ordinary shares at the price on the date of grant.

The annual awards granted under SAYE and CSOP schemes are summarised below:

SAYE









SAYE 16/17- 1 September 2016

0.3 years

£0.95

1,166,779

(216,947)

949,832

-

(39,865)

909,967

SAYE 17/18- 15 September 2017

1.4 years

£1.33

556,296

(24,361)

531,935

-

(36,271)

495,664

SAYE 18/19 - 21 September 2018

2.4 years

£1.35

-

-

-

620,335

(19,874)

600,461




1,723,075

(241308)

1,481,767

620,335

(96,010)

2,006,092








CSOPS









CSOPS 16/17 - 20 December 2016

0.6 years

£1.31

940,685

(151,737)

788,948

-

(68,205)

720,743

CSOPS 17/18 - 3 October 2017

1.4 years

£1.65

581,162

(39,390)

541,772

-

(52,724)

489,048

CSOPS 18/19 - 24 October 2018

2.5 years

£1.44

-

-

-

812,131

(22,916)

789,215




1,521,847

(191,127)

1,330,720

812,131

(143,845)

1,999,006

Fair value calculations

The award is accounted for as equity-settled under IFRS 2.  The fair value of awards which are subject to non-market based performance conditions is calculated using the Black Scholes option pricing model.  This model has been used as an approximation of the binomial model for valuing the SARS granted, the Directors consider the difference to be immaterial. The inputs to this model for awards granted during the financial year are detailed below:


CSOP

CSOP

SAYE

SAYE

SARS

SARS

SARS









Grant date

15/9/17

20/12/16

3/10/17

1/10/16

3/10/17

7/10/16

8/6/15

Share price at date of grant

£1.65p

£1.305p

£1.66p

£1.18p

£1.58p

£1.20p

£0.95p

Exercise price

£1.65p

£1.305p

£1.33p

£0.95p

£1.83p

£1.39p

£1.10p

Volatility

24%

24%

24%

24%

24%

24%

24%

Expected life (years)

3.3

3.3

3.3

3.3

3.3

3.3

3.3

Risk free rate

1%

1%

1%

1%

1%

1%

1%

Dividend yield

4%

4%

4%

4%

4%

4%

6%









Fair value per share








Market based performance condition

£0.19p

£0.15p

£0.33p

£0.25p

£0.12p

£0.06p

£0.05p

Non-market based performance

condition/no performance condition

-

-

-

-

-

-

-

 

As the Group had only limited share price history at the date of grant, expected volatility was based on a proxy volatility determined from the median volatility of a group of appropriate comparator companies. For the same reason, a similar approach was followed to derive the dividend yield. Expected life has been taken to be between the minimum and maximum exercise period of three and three and a half years, respectively.

The total charge to the income statement for all schemes now in place, included within personnel costs, is £655,000 (2018: £719,000).

21      Business combinations

Acquisition of GCL Solicitors LLP

On 23 May 2018 Gateley Plc acquired the business and assets of GCL Solicitors LLP, a specialist in legal advice on residential developments. GCL works with some of the UK's top housebuilders as well as promotors and landowners. GCL is also one of the leading law firms who act for overseas private investors buying new build residential properties in the UK, primarily in and around London:

 


Pre-acquisition carrying amount

£'000

Policy alignment and fair value adjustments

£'000

Total

£'000

Property, plant and equipment

278

(91)

187

Work in progress

522

(370)

152

Intangible asset relating to customer list and brand

-

2,120

2,120

Cash and short term deposits

266

-

266

Trade receivables

981

-

981

Prepayments and accrued income

284

-

284

Total assets

2,331

1,659

3,990





Loans from former Partners - Partners current and tax liabilities

(1,280)

-

(1,280)

Trade payables

(534)

-

(534)

Accruals and other payables

(517)

(17)

(534)

Deferred tax

-

(403)

(403)

Total liabilities

(2,331)

(420)

(2,751)





Total identifiable net assets at fair value

-

1,239

1,239

Goodwill arising on acquisition



2,900

Total acquisition cost



4,139





Analysed as follows:




Initial cash consideration paid



2,282

Issue of new 10p ordinary shares in Gateley (Holdings) Plc



1,857




4,139





Cash outflow on acquisition




Cash paid



(2,282)

Acquisition costs



-

Net cash acquired with subsidiary (included in cash flows from investing activities)



266

Net cash outflow



(2,016)

 

From the date of acquisition GCL has contributed £5.9 million to revenue and £0.8m million to Group profit for the period after taxation.

 

Acquisition of Kiddy & Partners Limited ('Kiddy')

On 9 July 2018 the Company acquired the business and assets of Kiddy, a leader in its field delivering a comprehensive set of Human Capital consultancy services to businesses looking to improve the performance of their leaders and senior managers:

 


Pre-acquisition carrying amount

£'000

Policy alignment and fair value adjustments

£'000

Total

£'000

Property, plant and equipment

7

-

7

Intangible asset relating to customer list and brand

-

666

666

Trade receivables

340

-

340

Prepayments and accrued income

78

-

78

Total assets

425

666

1091





Trade payables

(66)

-

(66)

Other taxation & social security payable

(22)

-

(22)

Accruals and other payables

(368)

-

(368)

Deferred tax

-

(126)

(126)

Total liabilities

(456)

(126)

(582)





Total identifiable net liabilities at fair value

(31)

540

509

Goodwill arising on acquisition



2,491

Total acquisition cost



3,000





Analysed as follows:




Initial cash consideration paid



426

Issue of new 10p ordinary shares in Gateley (Holdings) Plc



424

Deferred cash consideration payable



1,428

Deferred share consideration payable



722




3,000





Cash outflow on acquisition




Cash paid



(426)

Acquisition costs



-

Net cash acquired with subsidiary (included in cash flows from investing activities)



-

Net cash outflow



(426)

 

From the date of acquisition, Kiddy has contributed £3.1 million to revenue and £0.8 million to Group profit for the period after taxation.

 

Acquisition of International Investment Services Limited ('IIS)

On 30 November 2018 Gateley (Holdings) Plc acquired all issued share capital in International Investments Services Limited (formerly Sirius London Limited) a specialist in supporting businesses expanding internationally, advising companies investing in the UK on all aspects of the UK finance landscape and developing a competitive business environment.


Pre-acquisition carrying amount

£'000

Policy alignment and fair value adjustments

£'000

Total

£'000





Cash and short term deposits

2

-

2

Tax receivable

6

-

6

Total assets

8

-

8




Other taxation & social security payable

(2)

-

(2)

Directors loan

(94)

-

(94)


(96)

-

(96)


`







Total identifiable net liabilities at fair value

(88)

-

(88)

Goodwill arising on acquisition



338

Total acquisition costs



250





Analysed as follows




Initial cash consideration paid



86

Shares issued as consideration



30

Deferred consideration payable



134




250





Cash outflow on acquisition




Cash paid



(86)

Acquisition costs



-

Net cash acquired on subsidiary



2

(Included in cash flows from investing activities)



-

Net cash outflow



(84)





From the date of acquisition, IIS has contributed £0.1 million to revenue and £nil to Group profit for the period.


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Preliminary Results 2019 - RNS