TIDMNBB

RNS Number : 6907N

Norman Broadbent PLC

26 September 2019

26 September 2019

Norman Broadbent plc

("Norman Broadbent" "NBB" "the Company" or "the Group")

Interim Results

The Board (the "Board") of Norman Broadbent plc (AIM: NBB) - a leading London quoted Professional Services firm offering a diversified portfolio of integrated Leadership Acquisition & Advisory Services (Board & Leadership Search, Senior Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive level Talent Solutions) - is pleased to announce the Group's unaudited interim results for the six months ended 30 June 2019

Highlights

   --      The Group posted a small profit before tax 
   --      Group revenue increased by GBP0.6m (+13%) to GBP5.2m 
   --      Net Fee Income (NFI) increased by GBP0.2m (+7%) to GBP3.5m 

-- Group Operating Profit was GBP55,000 against a Group Operating Loss of GBP234,000 in H1 2018

   --      PBT was GBP16,000 against a loss of GBP265,000 in H1 2018 

-- Interim Management NFI for H1 2019 was GBP900,000, an increase of GBP101,000 from H1 2018 (+13%)

-- Following a change in leadership, Solutions H1 2019 NFI was GBP901,000, an increase of GBP283,000 (+46%) on the prior six months, and the best ever NFI and PBT results

   --      New and enhanced Working Capital Facility agreed with Bibby Financial Services 

Mike Brennan, Norman Broadbent Group CEO, said:

"I am pleased to report that the first six months of 2019 have seen continued positive top line growth. We also recorded a small profit before tax - the first for many years. The return to profitability in H1 is an extremely important milestone for the Group. Having posted a loss of GBP0.3m in H1 2018, and a loss of GBP0.5m in H2 2018, I am pleased with the significant improvement in H1 2019 which saw the Group return to profit.

These results validate our strategy of building a more diversified business supplying high value, more relevant services to clients. As we build a disruptive, market leading Professional Services business, we continue to attract, and invest in, high--quality Talent keen to join us on our journey.

On achieving this milestone, I would like to again thank my colleagues for their continued hard work, innovation and commitment, our clients for placing their continued trust in us, and our supportive shareholders"

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

For further information please contact:

Norman Broadbent plc

Mike Brennan/Will Gerrand 020 7484 0000

WH Ireland Limited

Adrian Hadden/Darshan Patel

020 7220 1666

About Norman Broadbent plc:

Norman Broadbent plc (AIM: NBB) is a leading Professional Services firm focusing on Talent Acquisition & Advisory Services. Since its formation nearly 40 years ago, NBB has developed a portfolio of complementary service centered on Board & Leadership & Executive Search, Senior Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive level Recruitment Solutions. Unusually, NBB is one of the few businesses of its type offering clients an integrated Executive Search and Interim Management offering. This innovative approach gives clients access to business critical executive-level Talent, meeting both short and longer-term needs.

CEO Review:

In the six months to 30 June 2019, the Group posted an operating profit of GBP55,000 (2018: loss GBP234,000) on turnover of GBP5,260,000 (2018: GBP4,667,000). The achievement of operating profit for the first six months is a major landmark in our strategic journey.

The Group has changed from a predominantly single service executive search business to an enterprise providing our clients with an integrated range of complementary, progressive, and sophisticated offerings geared specifically to their needs. This not only helps us serve our clients better, but also enables us to differentiate ourselves in what is becoming an increasingly transactional/commoditised traditional executive search market. This also helps build a more balanced Group with complementary, high-quality recurring annuity type revenue streams.

The rebalancing of our service mix saw our established Executive Search business, (including Insight and Research revenue), contribute 46% of Net fee Income (56% in the year to 31 December 2018) with Interim and Solutions both growing and increasing their percentage share of Group Net Fee Income. This continued overall growth across the Group, and the introduction of new services has created a more relevant and balanced business.

Our aim is to continue strategically scaling all of the business units via the development of our existing resources and, where appropriate, the selective recruitment of high quality Talent to the Group. As we continue to grow, we will maintain our focus on innovation, client-service, enhancing our established brand, the growth of high-quality recurring revenues, and a return to profitability.

Summarised Financial Results:

The table below summarises the results for the Group.

 
                                     Six months    Six months   Year ended 
                                     to 30 June    to 30 June       31 Dec 
                                           2019          2018         2018 
                                       GBP000's      GBP000's     GBP000's 
 Continuing operations 
 
 Revenue                                  5,260         4,667        9,414 
 Cost of sale                           (1,738)       (1,377)      (2,770) 
                                   ------------  ------------  ----------- 
 
 Gross profit / Net Fee Income            3,522         3,290        6,644 
 Operating expenses                     (3,467)       (3,524)      (7,308) 
 
 
 Group operating profit / (loss)             55         (234)        (664) 
                                   ------------  ------------  ----------- 
 
 Net finance cost                          (39)          (31)         (77) 
 
 Profit / (Loss) before tax                  16         (265)        (741) 
 Income tax                                   -             -            - 
                                   ------------  ------------  ----------- 
 
 Profit / (Loss) after tax                   16         (265)        (741) 
                                   ------------  ------------  ----------- 
 

Norman Broadbent Executive Search ("NBES")

Net Fee Income for H1 2019 was GBP1,612,000, a decrease of GBP163,000 from H1 2018 (-9%). NBES made a loss of GBP71,000 for H1 2019 compared with a loss of GBP18,000 in H1 2018.

Research & Insight ("R&I")

NBES revenues shown above include those generated by our R&I Practice where we continue to invest. The R&I Practice not only serves our own internal requirements, but also provides complementary services to our other businesses, and increasingly to external clients who buy our stand-alone Research & Insight services.

Norman Broadbent Interim Management ("NBIM")

NBIM continues to grow. Net Fee Income for H1 2019 was GBP900,000, an increase of GBP101,000 from H1 2018 (+13%), and up GBP215,000 (+31%) from the underlying H2 2018 Net Fee income. We have continued to invest into NBIM and our aim is to selectively and carefully scale as and when appropriate. Profit in H1 was GBP13,000 (GBP118,000 in H1 2018).

NB Solutions ("NBS")

NBS Net Fee Income for H1 2019 was GBP901,000, an increase of GBP283,000 from H1 2018 (+46%). NBS posted a Profit before Tax of GBP258,000 compared with a profit of GBP66,000 in H1 2018. Following a change in leadership within NBS, this part of the business posted its "best ever" results in H1 2019 and indeed NBS H1 Net Fee Income was 56% up as compared to that achieved in H2 2018.

Norman Broadbent Leadership Consulting ("NBLC")

NBLC Net Fee Income for H1 2019 was GBP108,000, an increase of GBP10,000 (+10%) from H1 2018. NBLC reported a loss of GBP30,000 for H1 2019 compared to a loss of GBP44,000 in H1 2018.

Financial Position

Equity shareholders' funds were GBP1,294,000 as at 30 June 2019 (GBP1,268,000 at 31 December 2018), with net current liabilities of (GBP418,000) (net current liabilities GBP454,000 at 31 December 2018). Cash and cash equivalents at 30 June 2019 amounted to GBP258,000 (GBP684,000 at 31 December 2018, GBP260,000 at 30 June 2018).

Net cash outflow from operations was GBP529,000 (Net cash inflow from operation was GBP354,000 at 31 December 2018) and net cash inflow from financing activities amounted to GBP160,000 (GBP103,000 outflow at 31 December 2018).

Outlook

These are positive results and evidence our progression. We remain confident that we will see continued top line and Net Fee Income growth, along with an improved bottom line for 2019. I would like to thank my colleagues for their hard work, innovation and commitment, our clients for placing their continued trust in us, and our supportive shareholders.

Michael J. Brennan

Group Chief Executive Officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six month period ended 30 June 2019

 
 
                                      Note      Six months      Six months      Year ended 
                                                  ended 30        ended 30 
                                                 June 2019       June 2018 
                                               (unaudited)     (unaudited)     31 December 
                                                                                      2018 
                                                                                 (audited) 
                                                    GBP000          GBP000          GBP000 
 Continuing operations 
 Revenue                                             5,260           4,667           9,414 
 
 Cost of Sales                                     (1,738)         (1,377)         (2,770) 
                                            --------------  --------------  -------------- 
 
 Gross profit / Net Fee Income                       3,522           3,290           6,644 
 Operating expenses                                (3,467)         (3,524)         (7,308) 
 
 Group operating Profit / (Loss)                        55           (234)           (664) 
 
 Net finance cost                                     (39)            (31)            (77) 
 
 Profit / (Loss) on ordinary 
  activities before income tax                          16           (265)           (741) 
 
 Income tax expense                                      -               -               - 
 
   Profit / (Loss) for the period                       16           (265)           (741) 
                                            ==============  ==============  ============== 
 
 Other comprehensive income                              -               -               - 
 
 
 Total comprehensive Profit 
  / (Loss)                                              16           (265)           (741) 
                                            ==============  ==============  ============== 
 
 Profit / (Loss) attributable 
  to: 
 
 Owners of the Company                                  13           (294)           (763) 
 Non-controlling interests                               3              29              22 
                                            --------------  --------------  -------------- 
 Profit / (Loss) for the period                         16           (265)           (741) 
                                            ==============  ==============  ============== 
 
 Total comprehensive profit 
  / (loss) attributable to: 
 
 Owners of the Company                                  13           (294)           (763) 
 Non-controlling interests                               3              29              22 
                                            --------------  --------------  -------------- 
 Total comprehensive profit 
  / (loss) for the period                               16           (265)           (741) 
                                            ==============  ==============  ============== 
 
 Profit /(Loss) per share              4 
  - Basic                                            0.02p         (0.55p)         (1.42)p 
  - Diluted                                          0.02p         (0.55p)         (1.42)p 
 
 Adjusted profit/ (loss) per 
  share 
  - Basic                                            0.04p         (0.53p)         (1.38)p 
  - Diluted                                          0.04p         (0.53p)         (1.38)p 
 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2019

 
                                        Note         As at         As at          As at 
                                                   30 June       30 June    31 December 
                                                      2019          2018           2018 
                                               (unaudited)   (unaudited)        (audited) 
                                                    GBP000        GBP000           GBP000 
 
 Non-current assets 
 Intangible assets                                   1,363         1,363            1,363 
 Property, plant and equipment                         127           174              155 
 Trade and other receivables                           153           168              135 
 Deferred tax                                           69            69               69 
 Total non-current assets                            1,712         1,774            1,722 
 
 Current assets 
 Trade and other receivables                         2,732         2,597            2,175 
 Cash and cash equivalents                             258           260              684 
                                              ------------  ------------  --------------- 
 Total current assets                                2,990         2,857            2,859 
 
 Total assets                                        4,702         4,631            4,581 
                                              ------------  ------------  --------------- 
 
 Current Liabilities 
 Trade and other payables                          (1,959)       (1,599)          (2,025) 
 Provisions                                5         (240)         (125)            (240) 
 Loan Note                                           (233)         (300)            (272) 
 Bank overdraft and interest 
  bearing loans                                      (976)         (872)            (776) 
 Total current liabilities                         (3,408)       (2,896)          (3,313) 
 
 Net current assets / (liabilities)                  (418)          (39)            (454) 
 
 Total liabilities                                 (3,408)       (2,896)          (3,313) 
                                              ------------  ------------  --------------- 
 
 Total assets less total liabilities                 1,294         1,735            1,268 
                                              ------------  ------------  --------------- 
 
 Equity 
 Issued share capital                                6,266         6,266            6,266 
 Share premium account                              13,706        13,706           13,706 
 Retained earnings                                (18,644)      (18,207)         (18,667) 
 Equity attributable to owners 
  of the Company                                     1,328         1,765            1,305 
 
 Non-controlling interests                            (34)          (30)             (37) 
 
 Total equity                                        1,294         1,735            1,268 
                                              ------------  ------------  --------------- 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six month period ended 30 June 2019

 
                                                  Attributable to owners of 
                                                         the Company 
                                      ------------------------------------------------ 
 CONSOLIDATED GROUP 
                                       Share Capital      Share    Retained      Total   Non-controlling     Total 
                                                        Premium    Earnings     Equity         interests    Equity 
                                              GBP000     GBP000      GBP000     GBP000            GBP000    GBP000 
 
 Balance at 1 January 2018                     6,266     13,706    (17,923)      2,049              (59)     1.990 
 Loss for the period                               -          -       (294)      (294)                29     (265) 
 Adjustment for discontinued                       -          -           -          -                 -         - 
  operation 
 Total other comprehensive                         -          -           -          -                 -         - 
  income 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Total comprehensive income 
  for the period                                   -          -       (294)      (294)              (29)     (265) 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Transactions with owners of the Company, 
  recognised directly in equity: 
 Issue of ordinary shares                          -          -           -          -                 -         - 
 Credit to equity for share 
  based payments                                   -          -          10         10                 -        10 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Total transactions with                           -          -           -          -                 -         - 
  owners of the Company, recognised 
  directly in equity 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Balance at 30 June 2018                       6,266     13,706    (18,207)      1,765              (30)     1,735 
                                      ==============  =========  ==========  =========  ================  ======== 
 
 Balance at 1 July 2018                        6,266     13,706    (18.207)      1,765              (30)     1,735 
 Loss for the period                               -          -       (469)      (469)               (7)     (476) 
 Total other comprehensive                         -          -           -          -                 -         - 
  income 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Total comprehensive income 
  for the period                                   -          -       (469)      (469)               (7)     (476) 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Transactions with owners 
  of the Company, recognised 
  directly in equity: 
 
 Issue of ordinary shares                          -          -           -          -                 -         - 
 Credit to equity for share 
  based payments                                   -          -           9          9                 -         9 
 
 Total transactions with 
  owners of the Company, recognised 
  directly in equity                               -          -           9          9                 -         9 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Changes in ownership interest                     -          -           -          -                 -         - 
  in subsidiaries 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Total transactions with                           -          -           -          -                 -         - 
  owners of the Company 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Balance at 31 December 2018                   6,266     13,706    (18,667)      1,305              (37)     1,268 
                                      ==============  =========  ==========  =========  ================  ======== 
 
 Balance at 1 January 2019                     6,266     13,706    (18,667)      1,305              (37)     1,268 
 Profit for the period                             -          -          13         13                 3        16 
 Total other comprehensive                         -          -           -          -                 -         - 
  income 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Total comprehensive income 
  for the period                                   -          -          13         13                 3        16 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 Transactions with owners 
  of the Company, recognised 
  directly in equity: 
 Credit to equity for share 
  based payments                                   -          -          10         10                 -        10 
 Balance at 30 June 2019                       6,266     13,706    (18,644)      1,328              (34)     1,294 
                                      --------------  ---------  ----------  ---------  ----------------  -------- 
 
 
 

CONSOLIDATED STATEMENT OF CASH FLOW

For the six month period ended 30 June 2019

 
 
                                                                             Notes    Six months ended 30 June 2019 (unaudited)   Six months ended 30 June 2018 (unaudited)        Year ended 31 December 2018 
                                                                                                                                                                                                     (audited) 
                                                                                                                         GBP000                                      GBP000                             GBP000 
 
   Net cash generated / (used) in operating activities                         (i)                                        (528)                                       (255)                                354 
 
 Cash flows from investing activities and servicing of finance 
 Net finance cost                                                                                                          (39)                                        (31)                               (77) 
 Payments to acquire tangible fixed assets                                                                                 (20)                                       (152)                              (168) 
 
   Net cash used in investing activities                                                                                   (59)                                       (183)                              (245) 
                                                                                     ------------------------------------------  ------------------------------------------  --------------------------------- 
 
 Cash flows from financing activities 
 Repayment of borrowings                                                                                                   (39)                                           -                               (28) 
 Net cash inflows from equity placing                                                                                         -                                           -                                  - 
 Increase / (decrease) in invoice discounting                                                                               200                                          20                               (75) 
 
   Net cash from financing activities                                                                                       161                                          20                              (103) 
                                                                                     ------------------------------------------  ------------------------------------------  --------------------------------- 
 
 Net (decrease)/increase in cash and cash equivalents                                                                     (426)                                       (418)                                  6 
 Net cash and cash equivalents at beginning of period                                                                       684                                         678                                678 
 Effects of exchange rate changes on cash balances held in foreign                                                            -                                           -                                  - 
 currencies 
                                                                                     ------------------------------------------  ------------------------------------------  --------------------------------- 
 
   Net cash and cash equivalents at end of period                                                                           258                                         260                                684 
                                                                                     ==========================================  ==========================================  ================================= 
 
 Analysis of net funds 
 Cash and cash equivalents                                                                                                  258                                         260                                684 
 Borrowings due within one year                                                                                         (1,209)                                     (1,171)                            (1,048) 
 
 
   Net funds                                                                                                              (951)                                       (911)                              (364) 
                                                                                     ==========================================  ==========================================  ================================= 
 
 Note (i) 
 Reconciliation of operating profit to net cash from operating activities             Six months ended 30 June 2019 (unaudited)   Six months ended 30 June 2018 (unaudited)        Year ended 31 December 2018 
                                                                                                                                                                                                     (audited) 
                                                                                     ------------------------------------------  ------------------------------------------  --------------------------------- 
 
   Operating profit / (loss) from continued operations                                                                       55                                       (234)                              (664) 
 Depreciation/ impairment of property, plant and equipment                                                                   46                                          23                                 60 
 Share based payment charge                                                                                                  10                                          10                                 19 
 Increase in trade and other receivables                                                                                  (573)                                       (477)                               (22) 
 Increase/(decrease) in trade and other payables                                                                           (66)                                         423                                846 
 Increase/(decrease) in Provisions                                                                                            -                                           -                                115 
 
   Net cash generated / (used) in operating activities                                                                    (528)                                       (255)                                354 
                                                                                     ==========================================  ==========================================  ================================= 
 
 

NOTES TO THE FINANCIAL STATEMENTS

   1.         ACCOUNTING POLICIES 
   1.1       Basis of preparation 

The financial information set out in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 December 2018, prepared under International Financial Reporting Standards (IFRS), have been filed with the Registrar of Companies. The auditor's report on those statements was unqualified.

The interim financial information for the six months ended 30 June 2019, has been prepared in accordance with the AIM Rules for Companies. The Group has not elected to apply IAS 34 'Interim Financial Reporting'. The principal accounting policies used in preparing the interim results are those the Group expects to apply in its financial statements for the year ending 31 December 2019 and are unchanged from those disclosed in the Group's Annual Report for the year ended 31 December 2018. The interim financial statements have not been audited.

   1.2       Basis of consolidation and business combinations 

Group financial statements consolidate those of the Company and of the following subsidiary undertakings:

 
Principal Group investments:    Country of incorporation or 
                                 registration and operation                                 Description and proportion 
                                                                                                 of shares held by the 
                                                                     Principal activities                      Company 
----------------------------    ---------------------------  ----------------------------  --------------------------- 
 
  Norman Broadbent Executive              England and Wales              Executive Search        100 per cent ordinary 
  Search Ltd                                                                                                    shares 
  Norman Broadbent Overseas               England and Wales              Executive Search        100 per cent ordinary 
  Ltd                                                                                                           shares 
  Norman Broadbent                        England and Wales      Assessment, coaching and        100 per cent ordinary 
  Leadership Consulting Ltd                                                  Talent Mgmt.                       shares 
  Norman Broadbent Solutions              England and Wales        Mezzanine Level Search        100 per cent ordinary 
  Ltd                                                                                                           shares 
  Norman Broadbent Interim                England and Wales            Interim Management  75 per cent ordinary shares 
  Management Ltd 
  Norman Broadbent (Ireland)            Republic of Ireland                       Dormant        100 per cent ordinary 
  Ltd *                                                                                                         shares 
  Bancomm Ltd                             England and Wales                       Dormant        100 per cent ordinary 
                                                                                                                shares 
 
 

* 100 per cent of the issued share capital of this company is owned by Norman Broadbent Overseas Ltd.

   2.         copies of the unaudited interim report 

Copies of this report are available on request from the Company's registered office at 10(th) Floor, Portland House, Bressenden Place, London, SW1E 5BH and are also available on the Company's website at www.normanbroadbent.com.

   3.         SEGMENTAL ANALYSIS 

Management has determined the operating segments based on the reports reviewed regularly by the Board for use in deciding how to allocate resources and in assessing performance. The Board considers Group operations from both a class of business and geographic perspective.

Each class of business derives its revenues from the supply of a particular recruitment related service, from retained executive search through to executive assessment and coaching. Business segment results are reviewed primarily to operating profit level, which includes employee costs, marketing, office and accommodation costs and appropriate recharges for management time.

Group revenues are primarily driven from UK operations, however when revenue is derived from overseas business the results are presented to the Board by geographic region to identify potential areas for growth or those posing potential risks to the Group.

   i)          Class of Business: 

The analysis by class of business of the Group's turnover and profit before taxation is set out below:

 
                                                                   BUSINESS SEGMENTS 
 
  Six months                                                                   Un 
  ended                       NBES      NBLC       NBS      NBIM        allocated     Total 
  30 June 2019              GBP000    GBP000    GBP000    GBP000           GBP000    GBP000 
 ---------------  ----------------  --------  --------  --------  ---------------  -------- 
 
    Revenue                  1,617       130       901     2,611                -     5,259 
  Cost of sales                (5)      (22)         -   (1,711)                -   (1,738) 
 ---------------  ----------------  --------  --------  --------  ---------------  -------- 
  Gross profit / 
   Net Fee 
   Income                    1,612       108       901       900                -     3,521 
 
  Operating 
   expenses                (1,631)     (136)     (640)     (879)            (134)   (3,420) 
  Other                          -         -         -         -                -         - 
  operating 
  income 
  Finance costs                (8)       (2)       (2)       (7)             (20)      (39) 
  Depreciation 
   and 
   amort.                     (44)                 (1)       (1)                -      (46) 
  Profit/(Loss) 
   before tax                 (71)      (30)       258        13            (154)        16 
 ---------------  ----------------  --------  --------  --------  ---------------  -------- 
 
 
  Six months                                                                   Un 
  ended                       NBES      NBLC       NBS      NBIM        allocated     Total 
  30 June 2018              GBP000    GBP000    GBP000    GBP000           GBP000    GBP000 
 ---------------  ----------------  --------  --------  --------  ---------------  -------- 
 
    Revenue                  1,778       161       618     2,110                -     4,667 
  Cost of sales                (3)      (63)         -   (1,311                 -   (1,377) 
 ---------------  ----------------  --------  --------  --------  ---------------  -------- 
  Gross profit / 
   Net Fee 
   Income                    1,775        98       618       799                -     3,290 
 
  Operating 
   expenses                (1,760)     (139)     (548)     (675)            (379)   (3,501) 
  Other                          -         -         -         -                -         - 
  operating 
  income 
  Finance costs               (11)       (3)       (3)       (6)              (8)      (31) 
  Depreciation 
   and 
   amort.                     (22)                 (1)         -                -      (23) 
  Profit/(Loss) 
   before tax                 (18)      (44)        66       118            (387)     (265) 
 ---------------  ----------------  --------  --------  --------  ---------------  -------- 
 
 
 Year ended                                                                    Un 
  31 December                 NBES      NBLC       NBS      NBIM        allocated     Total 
  2018                      GBP000    GBP000    GBP000    GBP000           GBP000    GBP000 
----------------  ----------------  --------  --------  --------  ---------------  -------- 
 
   Revenue                   3,737       345     1,196     4,136                -     9,414 
 Cost of sales                (12)     (106)         -   (2,652)                -   (2,770) 
----------------  ----------------  --------  --------  --------  ---------------  -------- 
 Gross profit / 
  Net Fee Income   3,725       239     1,196               1,484                -     6,644 
 
 Operating 
  expenses                 (3,908)     (272)   (1,115)   (1,384)            (569)   (7,248) 
 Other operating                 -         -         -         -                -         - 
  income 
 Finance costs                (57)         -       (2)       (1)             (35)      (60) 
 Depreciation 
  and amort.                  (20)       (5)       (5)      (12)                -      (77) 
 Profit/(Loss) 
  before tax                 (260)      (38)        74        87            (604)     (741) 
----------------  ----------------  --------  --------  --------  ---------------  -------- 
 
 
 
   ii)         Revenue and gross profit by geography: 
 
                            Revenue GBP'000                Gross Profit GBP'000 
                     Six Months Ended    Year Ended    Six Months Ended    Year Ended 
                     30 June   30 June       31 Dec    30 June   30 June       31 Dec 
                        2018      2018         2018       2018      2018         2018 
----------------   ---------  --------  -----------  ---------  --------  ----------- 
 United Kingdom        4,902     4,486        8,671      3,165     3,119        5,901 
 Rest of 
  the World              357       181          743        356       171          743 
 Total                 5,259     4,667        9,414      3,521     3,290        6,644 
-----------------  ---------  --------  -----------  ---------  --------  ----------- 
 
   4.         earnings PER ORDINARY SHARE 
   i)          Basic earnings per share: 

This is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period:

 
                                                                             Six months                   Year ended 
                                                                                  ended                  31 December 
                                    Six months ended 30 June 2019          30 June 2018                         2018 
                                                      (unaudited)           (unaudited)                    (audited) 
                                   ------------------------------  --------------------  --------------------------- 
 
 Profit / (loss) attributable to 
  shareholders                                             13,000             (294,000)                    (763,000) 
                                   ------------------------------  --------------------  --------------------------- 
 
 Weighted average number of 
  ordinary shares                                      53,885,570            53,885,570                   53,885,570 
                                   ==============================  ====================  =========================== 
 
   ii)             Diluted earnings per share: 

This is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has issued share options which are potentially dilutive. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

 
                                  Six months ended 30 June     Six months ended 30 June       Year ended 31 December 
                                                      2019                         2018                         2018 
                                               (unaudited)                  (unaudited)                    (audited) 
                               ---------------------------  ---------------------------  --------------------------- 
 
 Profit / (loss) attributable 
  to shareholders                                   13,000                    (294,000)                    (763,000) 
                               ---------------------------  ---------------------------  --------------------------- 
 
 Weighted average no. of 
  ordinary shares                               53,885,570                   53,885,570                   53,885,570 
 - assumed conversion of 
 share options                                           -                            -                            - 
 
 Weighted average number of 
  ordinary shares for diluted 
  earnings per share                            53,885,570                   53,885,570                   53,885,570 
                               ===========================  ===========================  =========================== 
 
   iii)        Adjusted earnings per share 

Adjusted earnings per share has also been calculated in addition to the basic and diluted earnings per share and is based on earnings adjusted to eliminate charges for share based payments. It has been calculated to allow shareholders to gain a clearer understanding of the trading performance of the Group.

 
                    Six months ended 30 June       Six months ended 30 June 2018      Year ended 31 December 2018 
                               2019 
 
                                Basic    Diluted                 Basic     Diluted                 Basic     Diluted 
                            pence per  pence per             pence per   pence per             pence per   pence per 
                                share      share                 share       share                 share       share 
                   GBP000                           GBP000                            GBP000 
                 --------  ----------  ---------  --------  ----------  ----------  --------  ----------  ---------- 
 Basic earnings 
 (Loss)/Profit 
  after tax            13        0.02       0.03     (294)      (0.55)      (0.55)     (763)      (1.42)      (1.42) 
                 --------  ----------  ---------  --------  ----------  ----------  --------  ----------  ---------- 
 Adjustment 
                                                  ========                                    ========== 
 Share based 
  payment 
  charge               10        0.02       0.02        10        0.02        0.02        19        0.04        0.04 
 
 Adjusted 
  earnings             23        0.04       0.05     (284)      (0.53)      (0.53)     (744)      (1.38)      (1.38) 
 
 
 
   5.            PROVISIONS 
 
                                   Six months ended 30 June      Six months ended 30 June  Year ended 31 December 2018 
                                                       2019                          2018                       GBP000 
                                                     GBP000                        GBP000 
                               ----------------------------  ----------------------------  --------------------------- 
 
  Balance at beginning of 
   period                                               240                           125                          125 
  Provisions made during the 
   period                                                 -                             -                          115 
 
  Balance at end of period                              240                           125                          240 
                               ============================  ============================  =========================== 
 
    Non-Current                                           -                             -                            - 
  Current                                               240                           125              240 
                               ----------------------------  ----------------------------  --------------------------- 
                                                        240                           125              240 
                               ============================  ============================  =========================== 
 

The Company moved offices on the 30(th) of April 2018. Discussions are underway with the Landlord of St James Square to finalise the dilapidation position, The Group expects to have all negotiations concluded shortly.

   6.            RELATED PARTY TRANSACTIONS 
 
i) Purchase of services:           Six months ended 30 June      Six months ended 30 June  Year ended 31 December 2018 
                                                       2019                          2018                       GBP000 
                                                     GBP000                        GBP000 
                               ----------------------------  ----------------------------  --------------------------- 
 
  Brian Stephens & Company 
   Limited                                               12                            12                           20 
 
  Total                                                  12                            12                           20 
                               ============================  ============================  =========================== 
 

Brian Stephens & Company Limited invoiced the Group for the directors' fees and corporate finance services of B Stephens (GBP12,000) and business related travel costs of GBP2,000. B Stephens is a director of Brian Stephens & Company Limited.

All related party expenditure took place via "arms-length" transactions.

 
  ii) Period-end payables          Six months ended 30 June      Six months ended 30 June  Year ended 31 December 2018 
  arising from the purchases                           2019                          2018                       GBP000 
  of services:                                       GBP000                        GBP000 
                               ----------------------------  ----------------------------  --------------------------- 
 
  Brian Stephens & Company 
   Limited                                                2                             4                            2 
 
  Total                                                   2                             4                            2 
                               ============================  ============================  =========================== 
 

The payables to related parties arise from purchase transactions and are due one month after date of purchase. The payables bear no interest.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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September 26, 2019 02:00 ET (06:00 GMT)

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