TIDMKLN

RNS Number : 0373B

Kellan Group (The) PLC

18 September 2018

The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

18 September 2018

The Kellan Group PLC

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

Interim results for the six months ended 30 June 2018

The Company announces its unaudited interim results for the six months ended 30 June 2018. Kellan is a market leading recruitment business operating across a wide range of functional disciplines and industry sectors.

The interim results will be available shortly on the Company's website at www.kellangroup.co.uk.

Financial Summary

-- In the six months ended 30 June 2018, the Group's year-on-year sales increased by 5% to GBP10.8 million, compared with GBP10.3 million in the same period in 2017; while Net Fee Income (NFI) remained flat at GBP3.2 million.

-- Continuous focus on overheads with administrative expenses reduced by 2% to GBP3.0 million in H1 2018, compared with GBP3.1 million during the comparable period in H1 2017.

-- Adjusted EBITDA profit (Note 2) of GBP0.2 million during H1 2018 compared with GBP0.3 million profit during H1 2017.

-- Profit after tax of GBP42,000 during H1 2018, compared with a loss after tax of GBP21,000 during the comparable period last year.

Operational summary

-- Berkeley Scott continues to be a leader in hospitality and leisure recruitment markets. The temporary business grew year-on-year, driven by an increase in our client base and a new approach to NFI delivery; the permanent business however declined by a similar amount, resulting in overall NFI being flat year-on-year. Client demand remains stable, and the business has seen a strong increase in a number of our national accounts, as well as several significant new account wins.

-- The RK business NFI was flat year on year. The change in focus in order to create a specialist temporary team in 2017 is delivering results. This has helped to offset underperformance from the permanent operation.

-- The Quantica business has seen its NFI decline, primarily due to a reduction in headcount and underperformance from the Manufacturing operation. Although NFI has declined, the overall profitability has improved.

Delisting from AIM

The Directors have conducted a review of the benefits and drawbacks to the Company and its stakeholders of continuing the Company's admission to trading on AIM. The Board is considering whether retaining the Company's admission to trading on AIM is in the best interests of the Company and its shareholders as a whole. The process for the cancellation of Company's admission to trading on AIM ("Cancellation"), if proposed, would require approval of not less than 75 per cent of shareholders voting at a general meeting. The Company will engage with shareholders to discuss the possible Cancellation and seek irrevocable undertakings to this effect, if applicable.

The Board is aware that the proposed Cancellation, should it be approved, will make it more difficult for shareholders to buy and sell the Company's ordinary shares should they wish to do so.

Further updates will be provided in due course.

ENQUIRIES:

 
 The Kellan Group PLC              Tel: 020 7268 6200 
 Rakesh Kirpalani, Group Finance 
  Director 
 
 Allenby Capital Limited           Tel: 020 3328 5656 
 David Worlidge / Asha Chotai 
 

Executive Chairman's Statement

The results for the first six months of 2018 saw Group sales increase by 5% from GBP10.3 million in H1 2017 to GBP10.8 million in H1 2018, with NFI remaining flat at GBP3.2 million, while administrative expenses have reduced by 2% from GBP3.1 million in H1 2017 to GBP3.0 million in H1 2018. Overall profit after tax for H1 2018 of GBP42,000 compared with a loss after tax of GBP21,000 in H1 2017. Adjusted EBITDA for H1 2018 of GBP226,000 compared with GBP321,000 in H1 2017. H1 2017 adjusted EBITDA benefited from GBP148,000 in add-backs which did not arise in H1 2018 (as per Note 2).

Based on the interim results and trading since, the Board is confident 2018 performance will be in line with management's expectation.

Berkeley Scott's temporary business has seen good growth in H1 2018 with NFI increasing 8% compared to H1 2017. With the exception of a decline in London, all offices have delivered double digit growth in H1 2018 compared to H1 2017, with the strongest performances coming from Birmingham and Leeds. The London Team has returned to growth in Q3 2018, and the current outlook is for the team to deliver overall growth on 2017. The temporary business has started to transition to a more collaborative approach to NFI delivery, which is helping drive growth and increase headcount. The business also successfully executed a change to its invoicing platform in Q2 2018 which will deliver operational efficiencies from H2 2018.

Berkeley Scott's permanent business underperformed compared to H1 2017, with NFI declining 13% year-on-year. The Leeds permanent NFI has increased 43% year-on-year, but all other locations have declined, despite an increase in headcount.

The RK business NFI was flat year-on-year at GBP0.4 million. The changes made in 2017 to create a specialist temporary team is delivering results, with temp NFI increasing 40% year-on-year. The temp/perm NFI mix has also improved from approximately 20:80 in H1 2017 to 30:70 in H1 2018. The Preston team moved to a new office in July 2018, and now have better facilities and an improved working environment.

The Quantica business has seen its NFI decline by GBP0.1 million; a third of which relates to the closure of the Quantica Retail operation in early 2018, while the remaining decline came from the Manufacturing operation.

On 2 July 2018, the Company announced that it had agreed terms to purchase loan notes with a nominal value of GBP360,000 which were due for repayment on 20 September 2022, for the purchase price of GBP300,000. This was funded by drawdown on the existing confidential invoice discounting facility provided by Barclays. The Barclays drawdown is at a substantially lower rate of 1.5% over base (2.0%) than the interest on the Loan Notes (5%) and ensures the Company uses its cheapest means of funding first.

Following the purchase of the GBP360,000 nominal of Loan Notes, the Group has loan notes outstanding to BMN Commercial amounting to GBP1,500,000 and due for repayment on 20 September 2022. In summary, in October 2016 the Group had loan notes amounting to GBP3,206,000, and our improving trading coupled with strong cost controls has enabled us to reduce this to GBP1,500,000.

The Board has conducted a review of the benefits and drawbacks to the Company and its stakeholders of continuing the Company's admission to trading on AIM. The Board is considering whether retaining the Company's admission to trading on AIM is in the best interests of the Company and its shareholders as a whole. Further updates will be provided in due course.

My sincerest thanks goes to our staff, all of our customers, and to all our loyal shareholders for their continued support.

Richard Ward

Executive Chairman

17 September 2018

Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2018

 
 
                                         Unaudited   Unaudited       Audited 
                                          6 months    6 months     12 months 
                                             ended       ended         ended 
                                           30 June     30 June   31 December 
                                              2018        2017          2017 
                                  Note      GBP000      GBP000        GBP000 
 Revenue                                    10,830      10,310        22,037 
 Cost of sales                             (7,653)     (7,119)      (15,401) 
-------------------------------  -----  ----------  ----------  ------------ 
 Net Fee Income                              3,177       3,191         6,636 
 Administrative expenses                   (3,007)     (3,080)       (5,944) 
-------------------------------  -----  ----------  ----------  ------------ 
 Operating profit                    2         170         111           692 
 Financial expenses                          (105)       (132)         (235) 
-------------------------------  -----  ----------  ----------  ------------ 
 Profit/(loss) before tax                       65        (21)           457 
 Taxation                                     (23)           -          (70) 
-------------------------------  -----  ----------  ----------  ------------ 
 Profit/(loss) for the period                   42        (21)           387 
-------------------------------  -----  ----------  ----------  ------------ 
 Attributable to: 
 Equity holders of the parent                   42        (21)           387 
-------------------------------  -----  ----------  ----------  ------------ 
 Profit/(loss) per share 
  in pence 
 Basic                               3        0.01      (0.01)          0.13 
 Diluted                             3        0.01      (0.01)          0.13 
-------------------------------  -----  ----------  ----------  ------------ 
 
 

The above results relate to continuing operations.

There are no other items of comprehensive income for the period or for the comparative periods.

Consolidated Statement of Financial Position

As at 30 June 2018

 
                                                          Unaudited   Unaudited       Audited 
                                                            30 June     30 June   31 December 
                                                               2018        2017          2017 
                                                   Note      GBP000      GBP000        GBP000 
 Non-current assets 
 
  Intangible assets                                   6       3,172       3,226         3,172 
  Property, plant and equipment                                 153         244           199 
                                                              3,325       3,470         3,371 
 -------------------------------------------      -----  ----------  ----------  ------------ 
 Current assets 
  Trade and other receivables                         4       4,640       3,863         4,362 
  Cash and cash equivalents                                     341         147         1,982 
 -------------------------------------------      -----  ----------  ----------  ------------ 
                                                              4,981       4,010         6,344 
------------------------------  ----------------  -----  ----------  ----------  ------------ 
 Total assets                                                 8,306       7,480         9,715 
------------------------------  ----------------  -----  ----------  ----------  ------------ 
 Current liabilities 
  Loans and borrowings                                        1,867         919         3,230 
  Trade and other payables                            5       2,697       2,978         2,829 
  Provisions                                                     52          16            15 
 -------------------------------------------      -----  ----------  ----------  ------------ 
                                                              4,616       3,913         6,074 
-------------------  ---------------------------  -----  ----------  ----------  ------------ 
 Net current 
  assets                                                        365          97           270 
-------------------  ---------------------------  -----  ----------  ----------  ------------ 
 Non-current liabilities 
  Loans and borrowings                                        1,577       1,921         1,543 
  Provisions                                                     43          68            70 
                                                              1,620       1,989         1,613 
 -------------------------------------------      -----  ----------  ----------  ------------ 
 Total liabilities                                            6,236       5,902         7,687 
------------------------------------  ----------  -----  ----------  ----------  ------------ 
 Net assets                                                   2,070       1,578         2,028 
------------------------------------  ----------  -----  ----------  ----------  ------------ 
 Equity attributable to equity 
  holders of the parent 
  Share capital                                               4,274       4,274         4,274 
  Share premium                                              14,746      14,746        14,746 
  Capital contribution reserve                                  810         768           810 
  Capital redemption reserve                                      2           2             2 
  Retained earnings                                        (17,762)    (18,212)      (17,804) 
 -------------------------------------------      -----  ----------  ----------  ------------ 
 Total equity                                                 2,070       1,578         2,028 
------------------------------------  ----------  -----  ----------  ----------  ------------ 
 
 

Consolidated Statement of Changes in Equity

For the six months ended 30 June 2018

 
                                                        Unaudited 
                              Unaudited   Unaudited       Capital    Unaudited   Unaudited   Unaudited 
                                  Share       Share   Convertible   Redemption    Retained       Total 
                                capital     premium       Reserve      Reserve    earnings      equity 
                                 GBP000      GBP000        GBP000       GBP000      GBP000      GBP000 
 Balance at 31 December 
  2016                            4,274      14,746           768            2    (18,191)       1,599 
---------------------------  ----------  ----------  ------------  -----------  ----------  ---------- 
 Total comprehensive 
  loss for the 6 month 
  period ended 30 June 
  2017                                -           -             -            -        (21)        (21) 
 Balance at 30 June 
  2017                            4,274      14,746           768            2    (18,212)       1,578 
---------------------------  ----------  ----------  ------------  -----------  ----------  ---------- 
 Total comprehensive 
  profit for the 6 month 
  period ended 31 December 
  2017                                -           -             -            -         408         408 
 Capital contribution                 -           -            42            -           -          42 
 Balance at 31 December 
  2017                            4,274      14,746           810            2    (17,804)       2,028 
---------------------------  ----------  ----------  ------------  -----------  ----------  ---------- 
 Total comprehensive 
  profit for the 6 month 
  period ended 30 June 
  2018                                -           -             -            -          42          42 
 Balance at 30 June 
  2018                            4,274    14,746             810            2    (17,762)       2,070 
---------------------------  ----------  ----------  ------------  -----------  ----------  ---------- 
 

Consolidated Statement of Cash Flows

For the six months ended 30 June 2018

 
                                                              Unaudited           Unaudited              Audited 
                                                               6 months            6 months            12 months 
                                                                  ended               ended                ended 
                                                                30 June             30 June          31 December 
                                                                   2018                2017                 2017 
                                                                 GBP000              GBP000               GBP000 
 Cash flows from operating activities 
 Profit/(loss) for the period                                        42                (21)                  387 
       Adjustments for: 
  Depreciation and amortisation                                      56                 170                  283 
  Interest paid                                                     105                 132                  235 
                                                                    203                 281                  905 
  (Increase)/decrease in trade and 
   other receivables                                              (278)                 496                  (3) 
  (Decrease)/increase in trade and 
   other payables                                                 (132)                  22                (127) 
  Increase in provisions                                             10                   1                    2 
 -----------------------------------------------  ---------  ----------  ------------------  ------------------- 
 Net cash (outflow)/inflow from 
  operating activities                                            (197)                 800                  777 
---------------------------------------------   -----------  ----------  ------------------  ------------------- 
 Cash flows from investing activities 
  Acquisition of property, plant 
   and equipment                                                    (9)                (15)                 (29) 
 -----------------------------------------------  ---------  ----------  ------------------  ------------------- 
 Net cash outflow from investing 
  activities                                                        (9)                (15)                 (29) 
---------------------------------------------   -----------  ----------  ------------------  ------------------- 
 Cash flows from financing activities 
  (Decrease)/Increase of invoice 
   discounting facility balances                                (1,363)             (2,156)                  155 
  Interest paid and loan costs                                     (72)                (92)                (165) 
  Repayment of loan borrowings                                        -               (300)                (666) 
 -----------------------------------------------  ---------  ----------  ------------------  ------------------- 
 Net cash outflow from financing activities                     (1,435)             (2,548)                (676) 
-----------------------------------------------------  ----  ----------  ------------------  ------------------- 
  Net (decrease)/increase in cash 
   and cash equivalents                                         (1,641)             (1,763)                   72 
  Cash and cash equivalents at the 
   beginning of the period                                        1,982               1,910                1,910 
 -----------------------------------------------  ---------  ----------  ------------------  ------------------- 
 Cash and cash equivalents at the end 
  of the period                                                     341                 147                1,982 
-----------------------------------------------------------  ----------  ------------------  ------------------- 
 
 

Notes forming part of the financial statements

1 Accounting policies

Accounting periods

The accounting reference date of the Group is 31 December. The current half year interim results are for the six months ended 30 June 2018. The comparative half year interim results are for the six months ended 30 June 2017. The comparative year's results are for the twelve months ended 31 December 2017.

The interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2017 annual report.

Adoption of new and revised standards

New standards, interpretations and amendments, effective from 1 January 2018, have not had a material effect on the financial statements.

The amendments and interpretations to published standards that have an effective date on or after 1 July 2018 or later periods have not been adopted early by the Group and assessment of the impact of these standards is currently under review.

 
                                                    Effective 
 International Accounting Standards (IAS/IFRS)           date 
 IFRS 9    Financial Instruments                   01/01/2018 
 IFRS 15   Revenue from Contracts with Customers   01/01/2018 
--------  --------------------------------------  ----------- 
 IFRS 16   Leases                                  01/01/2019 
--------  --------------------------------------  ----------- 
 

Financial information

The financial information for the six months ended 30 June 2018 and the six months ended 30 June 2017 are unaudited and un-reviewed and do not constitute the Group's statutory financial statements for those periods. The comparative financial information for the full year ended 31 December 2017 has, however, been derived from the audited statutory financial statements for that period. A copy of those statutory accounts for that period has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified and did not contain statements under Chapter 3 of Part 16 of the Companies Act 2006.

Basis of preparation

The half year interim financial statements have been prepared on a going concern basis using the recognition and measurement principles of IFRS as endorsed for use in the European Union. The accounting policies used in the preparation of these condensed financial statements are set out in the statutory financial statements for the period ended 31 December 2017 which are also the policies that are expected to be applicable at 31 December 2018.

Based on the Group's latest trading expectations and associated cash flow forecasts, the directors have considered the cash requirements of the Company and have concluded that the Group will be able to operate within its existing facilities for the next twelve months. These facilities comprise an invoice discounting facility of up to GBP4 million dependent on trading levels. The Directors also recognise that there is a general sensitivity to the wider macro-economic environment, however, based on the ongoing support from major shareholders and management's trading expectations; the Directors are confident that the Group will be able to meet its liabilities as they fall due for the foreseeable future. It is on this basis that the Directors consider it appropriate to prepare the Group's financial statements on a going concern basis.

2 Reconciliation of operating loss to adjusted EBITA and adjusted EBITDA

Adjusted EBITDA is earnings before interest, taxes, depreciation and amortisation adjusted for any one off or non-cash administrative expenses.

 
                                      Unaudited   Unaudited        Audited 
                                        6 month     6 month       12 month 
                                         period      period 
                                          ended       ended   period ended 
                                        30 June     30 June    31 December 
                                           2018        2017           2017 
                                         GBP000      GBP000         GBP000 
 Operating profit as per accounts           170         111            692 
 
 Add back 
 Amortisation of intangible assets            -         108            163 
 Restructuring costs                          -          40             40 
-----------------------------------  ----------  ----------  ------------- 
 Adjusted EBITA                             170         259            895 
 Depreciation                                56          62            120 
-----------------------------------  ----------  ----------  ------------- 
 Adjusted EBITDA                            226         321          1,015 
-----------------------------------  ----------  ----------  ------------- 
 

3 Profit/(loss) per share

Basic profit/(loss) per share

The calculation of basic loss per share is as follows:

 
                                           Unaudited      Unaudited       Audited 
                                             6 month        6 month      12 month 
                                                                           period 
                                        period ended   period ended         ended 
                                             30 June        30 June   31 December 
                                                2018           2017          2017 
 Weighted average number of shares 
-------------------------------------  -------------  -------------  ------------ 
 Issued ordinary shares at beginning 
  of period                              339,645,061    339,645,061   339,645,061 
 Effect of shares issued                           -              -             - 
 Weighted average number of shares 
  at end of period                       339,645,061    339,645,061   339,645,061 
 Profit/(loss) for the period                 42,000       (21,000)       387,000 
-------------------------------------  -------------  -------------  ------------ 
 
 Basic loss per share in pence                  0.01         (0.01)          0.13 
-------------------------------------  -------------  -------------  ------------ 
 Diluted loss per share in pence                0.01         (0.01)          0.13 
-------------------------------------  -------------  -------------  ------------ 
 

There was no dilution in the current period due to the loss in the period.

The effect of the outstanding Employee options has been determined as non-dilutive. As such they have been excluded from the diluted earnings per share calculation.

4 Trade and other receivables

 
                                   Unaudited   Unaudited       Audited 
                                     30 June     30 June   31 December 
                                        2018        2017          2017 
                                      GBP000      GBP000        GBP000 
--------------------------------  ----------  ----------  ------------ 
 Trade receivables                     4,407       3,385         4,056 
 Other receivables                         6         215            69 
 Prepayments and accrued income          227         263           237 
--------------------------------  ----------  ----------  ------------ 
                                       4,640       3,863         4,362 
--------------------------------  ----------  ----------  ------------ 
 

5 Trade and other payables

 
                                    Unaudited   Unaudited       Audited 
                                      30 June     30 June   31 December 
                                         2018        2017          2017 
                                       GBP000      GBP000        GBP000 
---------------------------------  ----------  ----------  ------------ 
 Trade payables                            66          71            58 
 Other creditors                          702         505           666 
 Social security and other taxes          972       1,030         1,081 
 Accruals and deferred income             957       1,372         1,024 
---------------------------------  ----------  ----------  ------------ 
                                        2,697       2,978         2,829 
---------------------------------  ----------  ----------  ------------ 
 

6 Intangible Assets

The intangible assets balance at 30 June 2018 of GBP3,172,000 includes an amount of GBP3,172,000 relating to goodwill acquired through business combinations. The carrying value of goodwill was reviewed for impairment as at 31 December 2017 and will continue to be reassessed on an annual basis.

7 Post balance sheet events

On 2 July 2018, the Company announced that it had agreed terms to purchase loan notes with a nominal value of GBP360,000 that were issued to BMN Commercial Limited and were due for repayment on 20 September 2022, for the purchase price of GBP300,000. This was funded by drawdown on the existing confidential invoice discounting facility provided by Barclays. The Barclays drawdown is at a substantially lower rate of 1.5% over base (2.0%) than the interest on the Loan Notes (5%) and ensures the Company uses its cheapest means of funding first.

Following the purchase of the GBP360,000 nominal of Loan Notes, the Group has loan notes outstanding to BMN Commercial amounting to GBP1,500,000 and due for repayment on 20 September 2022. In summary, in October 2016 the Group had loan notes amounting to GBP3,206,000, and our improving trading coupled with strong cost controls has enabled us to reduce this to GBP1,500,000.

8 Availability of Interim Results

The half year results for the six months to 30 June 2018 will not be posted to shareholders but will be available on the Company's website, www.kellangroup.co.uk.

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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