Final Results and Annual Accounts

RNS Number : 2863R

Norman Broadbent PLC

29 June 2020

 

Norman Broadbent plc

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

Final Results and Annual Accounts

The board (the "Board") of Norman Broadbent (AIM: NBB), a leading London listed 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 its final results and annual accounts for the year ended 31 December 2019.

Highlights

· Norman Broadbent Group returns to profit

· Revenue increase YOY by £2.1m (+22%)

· Net Fee Income (NFI) increased YOY by £1.0m (+14%)

· Group Profit before tax of £84k, an improvement of £0.8m from 2018

· Interim Management NFI increased by £0.8m (+51%) to £2.2m

· Solutions NFI increased by £0.6m (+53%) to £1.8m

· Executive Search NFI decreased by £0.4m (-11%) to £3.3m

· 23% of 2019 Group NFI generated via internal referrals evidencing collaborative business culture

· Further improved NFI mix evidences ongoing creation of a more balanced Group

A copy of the audited 2019 Annual Report (including the notice of Annual General Meeting ("AGM")) will be sent to shareholders today. The Annual Report will be available on the Company's website in due course, https://www.normanbroadbent.com/investor-relations

The Company's AGM will be held at 10am on the 7th Floor, Millbank Tower, 21-24 Millbank, London SW1P 4QP (and by Zoom conference software meeting) on 28th July 2020.

Mike Brennan, Group CEO of Norman Broadbent Group said:

"Having posted a positive set of 2019 Group results, we came into 2020 with good momentum and plans for further growth. We opened a new office in the North of England, relocated to better Central London offices, and were actively seeking to appoint additional team members in both centres. Then, we, like many businesses, were impacted by the Covid-19 pandemic.

Notwithstanding that, the early and decisive actions taken by us, combined with our broader portfolio of services, leaves us better placed to respond to these challenges than many. Similarly, our collaborative and innovative culture will stand us in good stead when compared to more traditional and siloed competitors.

I and the Board would like to thank our shareholders for their continuing support, and our clients for placing their trust in us. I would also like to pay tribute to our team, all of whom have made considerable sacrifices in recent months. It is an honour to be their CEO, and I am proud of their achievements, much of which is down to their hard work, dedication, and commitment."

  For further information, please contact:

Norman Broadbent plc Mike Brennan / Steve Smith	020 7484 0000
WH Ireland Limited Adrian Hadden / Darshan Patel / Matthew Chan	020 7220 1666

 

CEO's Review

RESULTS FOR THE FINANCIAL YEAR

The table below summarises the results of the Group:

	Year ended	Year ended
	31-Dec	31-Dec
	2019	2018
	£000's	£000's
CONTINUING OPERATIONS
REVENUE	11,486	9,414
Cost of sales	(3,879)	(2,770)
NET FEE INCOME (GROSS PROFIT)	7,607	6,644
Operating expenses	(7,462)	(7,308)
GROUP OPERATING PROFIT / (LOSS)	145	(664)
Net finance cost	(61)	(77)
PROFIT BEFORE TAX	84	(741)
Income tax	-	-
PROFIT / (LOSS) AFTER TAX	84	(741)

Strategic review

Since my appointment as Group CEO, our team has worked hard to build the 'new' Norman Broadbent Group. During 2019 we continued our focus on identifying client needs/future risks, leveraging synergies between our complementary service lines, increasing internal collaboration and crafting bespoke solutions. This means that irrespective of the service line clients first connect with, we always aim to deliver tailored innovative solutions drawing on our full range of resources rather than supplying a traditional, transactional, siloed service. I am pleased to report that clients are reacting positively to our approach. This has been reflected in the trajectory of our 2019 results which has seen continued Revenue/NFI growth and a return to profitability. I am delighted that after much hard work and commitment, our efforts are being rewarded and we are increasingly seen as an agile, relevant, customer focused Professional Services business.

2019 trading and business review

In 2019, Group turnover increased to £11,486,000 (2018: £9,414,000) whilst overall net revenues after associate and interim costs in the continuing businesses increased to £7,607,000 (2018: £6,644,000). Although we continued to invest in innovative entrepreneurial talent, a focus on cost management ensured that operating expenses increased only marginally to £7,462,000 (2018: £7,308,000).  Operating profit from continuing operations was £145,000 which is a very welcome positive swing from the 2018 operating loss of £664,000.

In addition to the commentary on the individual business areas set out below, note 3 of the Consolidated Financial Statements provides a detailed segmental breakdown of the 2019 Group results.

Norman Broadbent Executive Search ("NBES")

During 2019 NBES Net Fee Income decreased by 11% to £3,326,000 (2018: £3,725,000) off the back of lower headcount. The loss before tax increased to £280,000 (2018: loss £260,000).

NBES is the leading contributor of cross referrals within the Group, generating £871,000 in new business for other teams. This level of cross referral is directly linked to the positive, more collegiate, cultural change which has occurred in the Group. The increase in internal referrals contributed significantly to our 2019 results.

Norman Broadbent Interim Management ("NBIM")

NBIM is now established in our key areas of market and functional specialisations and has successfully leveraged the heritage high-end Norman Broadbent brand. As businesses are facing increasingly complex short-term challenges, much of NBIM's activity is focused on client mandates to find and place senior level, high impact Interim professionals. Unlike many Interim providers, NBIM does not focus on the transactional commoditised lower margin end of the market. NBIM generated Net Fee Income (after interim costs) of £2,235,000 (2018: £1,484,000) resulting in a profit of £248,000 (2018 £87,000).

Norman Broadbent Solutions ("NBS")

Following a change in leadership in 2018, NBS has further improved its performance and enhanced its proposition/market position. This has enabled us to successfully promote staff from within whilst attracting new talent from competitors. Net Fee Income increased to £1,830,000 (2018: £1,196,000) generating a profit before tax of £204,000 (2018 £74,000). We see significant opportunities in the market as we blend service lines within our portfolio to provide optimal client solutions ranging from single hires through to longer-term team builds.

Research and Insight ("R&I")

R&I not only supports our own internal requirements, but also provides complementary services to clients. R&I is an important strategic differentiator and an enabler of follow-on work, particularly for NBES and NBS. Clients can be provided with research, market insight and business intelligence enabling them to make more informed 'people', organisational or commercial decisions and is available across all our service areas.  The revenue arising is included within the Search business.

Norman Broadbent Leadership Consulting ("NBLC")

NBLC saw NFI (after associate costs) decrease from £239,000 in 2018 to £216,000 in 2019. This resulted in a loss before tax of £76,000 in 2019 compared with a loss before tax of £38,000 in 2018. We are committed to NBLC and have recently invested in additional leadership to help fuel growth.

Financial position

As at 31 December 2019, consolidated net assets were £1,365,000 (2018: £1,268,000) with net current liabilities of £219,000 (2018: Net Current Liabilities of £454,000). Group cash amounted to £432,000 (2018: £684,000).

Net cash outflow from operations in 2019 was (£182,000) (2018: Inflow £354,000). Net cash inflow from financing activities amounted to £21,000 (2018: outflow £103,000).

At 31 December 2019 the Group had £950,000 (2018: £776,000) of funds drawn down against the revolving invoice discounting facility against UK trade receivables of £2,733,000 (2018: £2,076,000).

The Directors continue to monitor and manage the Group's working capital carefully.

Covid-19

As concerns about Covid-19 began to emerge in March, we moved swiftly to ensure we were appropriately positioned to deal with a period of extended uncertainty. Staffing changes were made, and a small number of team members were furloughed or released from their contracts. Our remaining colleagues moved quickly to remote working.

As the business embraced technology to assist in remote working and continued candidate and client interaction, trading continued uninterrupted as staff seamlessly adapted to the new working environment.

This not only highlights the agility of the Norman Broadbent team, but also evidences the strength of our 40-year old brand and how the Group's more diverse portfolio of services are particularly relevant in today's markets. Building on those strengths and our investment in digital marketing, both Interim and Solutions have seen continued business opportunities from existing and new clients.

With a slowdown in the market (particularly in Search) there has been some reduction in revenues to date. These however have been offset by the sensible and prudent cost measures taken. Additional emphasis has been placed on cash collections and we have subsequently seen a reduction in debtor days during 2020. This, combined with modest positive EBITDA in March, April, and May, helped protect cashflow and the Group's cash position.

Prior to lockdown, the Group successfully relocated its London office to Millbank Tower, SW1 while also opening new operations in the North of England. A full risk assessment of the Group's office accommodation has now taken place and, while those staff looking to restart office-based working can return to a compliant and safe working environment, we anticipate operating flexibility (office and working from home) for some time.

Arrangements for AGM

The AGM will take place on July 28^th, 2020 at 10 AM.  In light of Covid-19, shareholder attendance at the meeting will be primarily via Zoom conferencing software. Shareholders attending via Zoom who wish to vote on the AGM's resolutions will need to do so by proxy. Full details on how to gain access to the meeting and vote by proxy are provided in the notice of Annual General Meeting sent to Shareholders.

Board Changes

Steve Smith joined the Company and the Board as CFO and COO on 30 March 2020 replacing Will Gerrand who has left the Group. The Board would like to thank Will for his contributions over the past two and a half years and we wish him well for the future. Steve, along with our senior leadership team, has already proven exceptional in helping us deal with the challenges presented by Covid-19.

There is currently a process underway to recruit and appoint a new Non-Executive Chair to the board. Brian Stephens is due to retire from the Board by rotation. Brian has indicated that, while he will be offering himself for re-election at the upcoming AGM, having been a Director for 10 years, he is intending to stand down from the Board following a period of hand over to the new Non-Executive Chair.

Outlook

Having posted a positive set of 2019 Group results, we came into 2020 with good momentum and plans for further growth. We opened a new office in the North of England, relocated to better Central London offices, and were actively seeking to appoint additional team members in both centres. Then, we, like many businesses, have been impacted by the Covid-19 pandemic.

While the likely duration and overall severity of Covid-19's economic impact is not yet known, we assume it will take some time for the overall UK search and recruitment market to recover. Accordingly, it is too early to have a definitive view on its ultimate impact on the outcome for the year to December 2020.

Notwithstanding that, the early and decisive actions taken by us, combined with our broader portfolio of services, leaves us better placed to respond to these challenges than many. Similarly, our collaborative and innovative culture will stand us in good stead when compared to more traditional and siloed competitors.

I and the Board would like to thank our shareholders for their continuing support, and our clients for placing their trust in us. I would also like to pay tribute to our team. who have made considerable sacrifices during the Covid-19 crisis. It is an honour to be their CEO, and I am proud of their achievements, much of which is down to their hard work, dedication, and commitment.

Mike Brennan

Group Chief Executive

26 June 2020

 

Strategic Report

THE BUSINESS MODEL

The Norman Broadbent Group is a leading Professional Services firm focussing on Talent Acquisition & Advisory Services. Since our formation nearly 40 years ago we have developed a range of complementary services consisting of Board & Leadership Search, Senior Interim Management, Research & Insight, Leadership Consulting, and Solutions. With a range of services designed to meet customer needs at different stages in their growth or the economic cycle, our innovative and flexible approach enables us to help clients in a creative and bespoke way. By operating within sector 'hubs' as opposed to siloed service lines, we are able to service clients better and more collaboratively. As a result of this collaboration, c.23% of 2019 NFI was generated via internal cross-referrals.

STRATEGY AND OBJECTIVES

The Group's strategy is to further develop, strengthen and scale our complementary portfolio of Talent Acquisition & Advisory services.  This could be achieved via further selective hires, new partnerships and greater innovation. Ultimately our aim is to help clients make better informed, more effective buying decisions to ensure successful outcomes.

RESULTS FOR THE FINANCIAL YEAR

Group revenue from continued operations increased in the year by 22% to £11,486,000 (2018: £9,414,000), with gross profit of £7,607,000 (2018: £6,644,000). NBES NFI decreased by 11% to £3,326,000 (2018: £3,725,000) off the back of lower headcount. NFI from NBLC, NBS and NBIM was £4,281,000 (2018: £2,919,000), reflecting the significant development of NBI and NBS during 2019.

Operating expenditure increased to £7,462,000 (2018: £7,308,000), reflecting the increased sales related bonuses payable in relation to 2019.

The Group reported an operating profit from continued operations in 2019 of £145,000 (2018: operating loss £664,000) and a retained profit of £84,000 (2018: retained loss £741,000).

CASH FLOW AND BALANCE SHEET

Net cash outflow from operations in 2019 was £182,000 (2018: net cash inflow from operations £354,000). Net trade receivables at the year-end were £2,733,000 (2018: £2,076,000).

Net cash inflow from financing activities was £21,000 (2018: net cash outflow of £103,000). At 31 December 2019, the Group had £950,000 (2018: £776,000) of funds drawn down against the revolving invoice discounting facility against UK trade receivables of £2,733,000 (2018: £2,076,000).

EARNINGS PER SHARE

The retained profit for 2019 has resulted in a reported profit per share of 0.04 pence (2018: loss per share 1.42 pence). After adding back the cost of share based payments, the adjusted profit per share was 0.06 pence (2018: loss per share 1.38 pence).

GOING CONCERN

In light of the current financial position of the Group and on consideration of the business' forecasts and projections, taking account of possible changes in trading performance, the Directors have a reasonable expectation that the Group has adequate available resources to continue as a going concern for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing their annual report and financial statements.

DIRECTORS' DUTIES

The Directors of the Company, as those of all UK companies must act in accordance with a set of general duties.  These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows :

'A Director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to :

· the likely consequences of any decisions in the long-term;

· the interests of the company's employees;

· the need to foster the company's business relationships with suppliers, clients and others;

· the impact of the company's operations on the community and environment;

· the desirability of the company maintaining a reputation for high standards of business conduct, and

· the need to act fairly as between shareholders of the Company'

As part of their induction, a Director is briefed on their duties and they can access professional advice on these, from the Company Secretary, Nomad, or if they judge it necessary, from an independent advisor.  The following paragraphs summarise how the Directors' fulfil their duties:

MONITORING, RISK AND KPIs

The Directors have a responsibility for identifying risks facing each of the businesses and for putting in place procedures to mitigate and monitor risks. Board meetings incorporate, amongst other agenda items, a review of monthly management accounts, operational and financial KPIs and major issues and risks facing the business.

The most important KPIs used in monitoring the business are set out in the following table:

Key performance indicators	2019	2018
Revenue (continued operations)	£11,486,000	£9,414,000
Operating profit / (loss)	£145,000	(£664,000)
Debtor days	72 days	61 days

The Directors monitor revenue against annual targets, which are adjusted each year to ensure the Group remains on target to achieve its strategic growth plan. Further, given the significant restructuring and refocus of the group in the recent past, the Directors expect Group revenues and operating profits to improve over the next few years.

The principal risks faced by the Group in the current economic climate are considered to be financial, business environment and people related.

Financial - The main financial risks arising from the Group's operations are the adequacy of working capital, interest rate, liquidity and credit risk. These are monitored regularly by the Board and are disclosed further in notes 2 and 17 of the financial statements.

The business is in the later stages of the turnaround process and is budgeted to be self-funding. In turnarounds there is always a risk that the process could take longer than anticipated which could lead to short term working capital pressures. In the event of such an occurrence the Company anticipates working closely with its supportive shareholders to access short term working capital funding.

Business Environment - Demand for services is affected by global and UK specific economic conditions and the level of economic activity in the regions and industries in which the Group operates. When conditions in the economy deteriorate or economic activity slows, many companies hire fewer permanent employees or rely on internal human resource departments to recruit staff.

The Group attempts to mitigate this risk by operating across various diverse sectors where demand for such services is stronger.

Covid-19 Pandemic - on 23 March 2020 the UK economy was placed in a state of lockdown as part of the Government's response to the emerging pandemic. The Group has reacted by making staffing changes with a small number of individuals furloughed or released from their contracts with the remaining team members moving to remote working. As the lockdown is lifted, the Group's offices have reopened with the majority of staff continuing to work remotely.

Despite reduced revenue as a result of the crisis, trading in March, April and May has been EBITDA positive reflecting the action taken by management. The Board anticipates, market conditions permitting, a staged return of furloughed employees during 2020.

However if the impact of the pandemic were to lead to further reductions in the size of the UK recruitment and search markets or continue over an extended period with reductions in or the removal of the government support measures this could have an adverse impact on the group's trading and liquidity.

The Group anticipates that the Government's support measures are likely to continue and that schemes such as the Coronavirus Business Interruption Loan Scheme (CBILS) packages (currently unavailable to the Group) may see a change in criteria.

People - The Group's most vital resource remains its employees and the Directors remain committed to retaining and recruiting quality staff who share the Group's culture and values. In a people intensive business, the resignation of key staff, which could lead to them taking clients, candidates and colleagues to another employer, is a significant risk. The Group aims to mitigate this risk by offering competitive remuneration structures, whilst also insisting on employment contracts that contain restrictive covenants that limit a leaver's ability to approach existing clients, candidates and employees.

CAUTIONARY STATEMENT

The Group's Strategic Report has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed.

The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

The Directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006. The Strategic Report has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to Norman Broadbent plc and its subsidiary undertakings when viewed as a whole.

Mike Brennan  Steve Smith

Director                                                           Director

26 June 2020   26 June 2020

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2019

		2019	2018
	Note	£'000	£'000
CONTINUING OPERATIONS
Revenue	1	11,486	9,414
Cost of sales		(3,879)	(2,770)
Gross profit	3	7,607	6,644
Operating expenses		(7,462)	(7,308)
Operating profit /(loss) from continued operations		145	(664)
Net finance cost	7	(61)	(77)
PROFIT / (LOSS) ON ORDINARY ACTIVITIES BEFORE INCOME TAX	4	84	(741)
Income tax expense	6	-	-
PROFIT / (LOSS) FROM CONTINUING OPERATIONS		84	(741)
PROFIT / (LOSS) FOR THE PERIOD		84	(741)
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE YEAR		84	(741)
Profit attributable to:
- Owners of the Company		22	(763)
- Non-controlling interests		62	22
Profit / (loss) for the year		84	(741)
Total comprehensive income / (loss) attributable to:
- Owners of the Company		22	(763)
- Non-controlling interests		62	22
		84	(741)
Total comprehensive income / (loss) for the year
Profit / (loss) per share
- Basic	8	0.04p	(1.42)p
- Diluted		0.04p	(1.42)p
Adjusted profit / (loss) per share
- Basic	8	0.06p	(1.38)p
- Diluted		0.06p	(1.38)p
profit / (loss) per share - continuing operations
- Basic	8	0.04p	(1.42)p
- Diluted		0.04p	(1.42)p

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2019

		2019	2018
	Notes	£'000	£'000
Non-Current Assets
Intangible assets	10	1,363	1,363
Property, plant and equipment	11	87	155
Prepayments and accrued income	13	65	135
Deferred tax assets	6	69	69
TOTAL NON-CURRENT ASSETS		1,584	1,722
Current Assets
Trade and other receivables	13	2,948	2,175
Cash and cash equivalents	14	432	684
TOTAL CURRENT ASSETS		3,380	2,859
TOTAL ASSETS		4,964	4,581
Current Liabilities
Trade and other payables	15	2,315	2,025
Loan notes	16	119	272
Bank overdraft and interest bearing loans	16	950	776
Provisions	21	215	240
Corporation tax liability		-	-
TOTAL CURRENT LIABILITIES		3,599	3,313
NET CURRENT LIABILITES		(219)	(454)
TOTAL LIABILITIES		3,599	3,313
TOTAL ASSETS LESS TOTAL LIABILITIES		1,365	1,268
EQUITY
Issued share capital	18	6,266	6,266
Share premium account	18	13,706	13,706
Retained earnings		(18,632)	(18,667)
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY		1,340	1,305
Non-controlling interests		25	(37)
TOTAL EQUITY		1,365	1,268

These financial statements were approved by the Board of Directors on 26 June 2020

Signed on behalf of the Board of Directors 

M Brennan  S Smith

Director  Director

Company No 00318267

 

COMPANY STATEMENT OF FINANCIAL POSITION

As at 31 December 2019

	Notes	2019	2018
		£'000	£'000
Non-Current Assets
Investments	12	1,643	1,643
Prepayments and accrued income	13	65	135
TOTAL NON-CURRENT ASSETS		1,708	1,778
Current Assets
Trade and other receivables	13	5,391	5,123
Cash and cash equivalents	14	14	280
TOTAL CURRENT ASSETS		5,405	5,403
TOTAL ASSETS		7,113	7,181
Current Liabilities
Loan notes	16	119	272
Trade and other payables	15	1,646	1,562
TOTAL CURRENT LIABILITIES		1,765	1,834
NET CURRENT ASSETS		3,640	3,569
TOTAL LIABILITIES		1,765	1,834
TOTAL ASSETS LESS TOTAL LIABILITIES		5,348	5,347
EQUITY
Issued share capital	18	6,266	6,266
Share premium account	18	13,706	13,706
Retained earnings		(14,624)	(14,625)
TOTAL EQUITY		5,348	5,347

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2019

CONSOLIDATED GROUP

	Attributable to owners of the Company
	Share Capital	Share Premium	Retained Earnings	Total Equity	Non-controlling interests	Total Equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1st January 2018	6,266	13,706	(17,923)	2,049	(59)	1,990
Loss for the year	-	-	(763)	(763)	22	(741)
Total comprehensive income for the year			(763)	(763)	(22)	(741)
Transactions with owners of the Company, recognised directly in equity:
Issue of ordinary shares	-	-	-	-	-	-
Credit to equity for share based payments	-	-	19	19	-	19
Total transactions with owners of the Company, recognised directly in equity	-	-	19	19	-	19
Total transactions with owners of the Company	-	-	19	19	-	19
Balance at 31st December 2018	6,266	13,706	(18,667)	1,305	(37)	1,268
Balance at 1st January 2019	6,266	13,706	(18,667)	1,305	(37)	1,268
Profit for the year			22	22	62	84
Total comprehensive income for the year			22	22	62	84
Transactions with owners of the Company, recognised directly in equity:
Issue of ordinary shares	-	-	-	-	-	-
Credit to equity for share based payments			13	13		13
Total transactions with owners of the Company, recognised directly in equity	-	-	13	13	-	13
Total transaction with owners of the Company	-	-	13	13	-	13
Balance at 31st December 2019	6,266	13,706	(18,632)	1,340	25	1,365

Share Capital 

This represents the nominal value of shares that have been issued by the Company.

Share Premium

This reserve records the amount above the nominal value received for shares issued by the Company. Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.

Retained Earnings

This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the Company's shareholders.

 

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2019

	Attributable to owners of the Company
	Share Capital	Share Premium	Retained Earnings	Total Equity
COMPANY	£'000	£'000	£'000	£'000
Balance at 1st January 2018	6,266	13,706	(14,039)	5,933
Loss for the year	-	-	(605)	(605)
Total comprehensive income for the year	-	-	(605)	(605)
Transactions with owners of the Company, recognised directly in equity:
Credit to equity for share based payments			19	19
Issue of ordinary shares			-	-
Balance at 31st December 2018	6,266	13,706	(14,625)	5,347
Balance at 1st January 2019
Loss for the year			(12)	(12)
Total comprehensive income for the year			(12)	(12)
Transactions with owners of the Company, recognised directly in equity:
Credit to equity for share based payments	-	-	13	13
Issue of ordinary shares	-	-	-	-
Balance at 31st December 2019	6,266	13,706	(14,624)	5,348

Share Capital

This represents the nominal value of shares that have been issued by the Company.

Share Premium

This reserve records the amount above the nominal value received for shares issued by the Company. Share premium may only be utilised to write-off any expenses incurred, or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.

Retained Earnings

This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the Company's shareholders.

 

CONSOLIDATED STATEMENT OF CASH FLOW

For the year ended 31 December 2019

		2019	2018
	Notes	£'000	£'000
Net cash used in operating activities	(i)	(182)	354
Cash flows from investing activities and servicing of finance
Net finance cost		(61)	(77)
Payments to acquire tangible fixed assets	11	(30)	(168)
Net cash used in investing activities		(91)	(245)
Cash flows from financing activities
Proceeds/(Repayment) of borrowings	16	(153)	(28)
Net cash inflows from equity placing	18	-	-
Increase/(Repayment) in invoice discounting	16	174	(75)
Net cash from financing activities		21	(103)
Net (decrease)/increase in cash and cash equivalents		(252)	6
Net cash and cash equivalents at beginning of period		684	678
Effects of exchange rate changes on cash balances held in foreign currencies		-	-
Net cash and cash equivalents at end of period		432	684
Analysis of net funds
Cash and cash equivalents		432	684
Borrowings due within one year		(1,069)	(1,048)
Borrowings due within more than one year		-	-
(Net debt)/cash	(ii)	(637)	(364)

Note (i)

Reconciliation of operating profit / (loss) to net cash from operating activities

	2019	2018
	£'000	£'000
Operating profit /(loss) from continued operations	145	(664)
Depreciation/impairment of property, plant and equipment	93	60
Share based payment charge	13	19
Fixed Asset Write Off	5	-
Decrease/(Increase) in trade and other receivables	(703)	(22)
(Decrease)/Increase in trade and other payables	290	846
(Decrease)/Increase Provisions	(25)	115
Taxation paid	-	-
Net cash generated from operating activities	(182)	354

Note (ii)

Reconciliation of movement of debt

	2019	2018
	£'000	£'000
Net (decrease)/increase in cash and cash equivalents	(252)	6
New Borrowings	-	-
Repayment of Borrowings	153	28
(Increase)/Repayment in invoice discounting	(174)	75
Exchange difference on cash and cash equivalents	-	-
Movement in Borrowings for the Period	(273)	109
Net Borrowings at the Start of the Period	(364)	(473)
Net Borrowings at the end of the Period	(637)	(364)

 

COMPANY STATEMENT OF CASH FLOW

For the year ended 31 December 2019

		2019	2018
	Notes	£'000	£'000
Net cash used in operating activities	(i)	(93)	(244)
Cash flows from investing activities and servicing of finance
Interest paid		(20)	(36)
Net cash used in investing activities		(20)	(36)
Cash flows from financing activities
Proceeds/(Repayment) of borrowings	16	(153)	(28)
Net cash inflows from equity placing	18	-	-
Net cash from financing activities		(153)	(28)
Net (decrease) in cash and cash equivalents		(266)	(308)
Net cash and cash equivalents at beginning of period		280	588
Net cash and cash equivalents at end of period		14	280
Analysis of net funds
Cash and cash equivalents		14	280
Borrowings due within one year		(119)	(272)
Net funds	(ii)	(105)	8

Note (i)

Reconciliation of operating profit / (loss) to net cash from operating activities

	2019	2018
	£'000	£'000
Operating profit/(loss)	8	(569)
Share based payment charge	13	19
Decrease/(Increase) in trade and other receivables	(198)	374
(Decrease)/Increase in trade and other payables	84	(68)
Net cash used operating activities	(93)	(244)

Note (ii)

Reconciliation of movement of debt

	2019	2018
	£'000	£'000
Net (decrease)/increase in cash and cash equivalents	(266)	(308)
New Borrowings	-	-
Repayment of Borrowings	153	28
Movement in Borrowings for the Period	(113)	(280)
Net Borrowings at the Start of the Period	8	288
Net Borrowings at the end of the Period	(105)	8

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2019

1.   SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to both years presented unless otherwise stated.

1.1   Basis of preparation

The consolidated financial statements of Norman Broadbent plc ("Norman Broadbent" ,"the Company" or "the Group") have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU), IFRIC interpretations and the Companies Act 2006 applicable to Companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through profit or loss. The consolidated financial statements are presented in pounds and all values are rounded to the nearest thousand (£000), except when otherwise indicated.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 1.21.

1.1.1 Going concern

The Group reported an operating profit from continued operations in the year to 31 December 2019 of £0.1m compared with an operating loss of £0.7m in 2018.

The Consolidated Statement of Financial Position shows a net asset position at 31 December 2019 of £1.4m (2018: £1.3m) with cash at bank of £0.4m (2018: £0.7m). At the date that these financial statements were approved the Group had no overdraft facility, and secured loan notes of £0.1m and its receivable finance (Bibby Financial Services) which is 100% secured by the Group's trade receivables.

Early 2020 saw the outbreak of the Covid-19 pandemic. This has already resulted in significant global economic disruption and as the pandemic develops this disruption will continue over the months to come.

In light of the current financial position of the Group and on consideration of the business' forecasts and projections which have taken account of the impact of Covid-19 and of possible changes in trading performance, the Directors have a reasonable expectation that the Group has adequate available resources to continue as a going concern for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing their annual report and financial statements.

1.1.2 Changes in accounting policy and disclosures

a)   New standards, interpretations and amendments effective

The following have been applied for the first time from 1 January 2019 but did not have a material impact on the financial statements:

·   IFRS 3 (amendment) Business Combinations

·   IFRS 9 (amendment) Financial Instruments

·   IFRS 11 (amendment) Joint Arrangements

·   IFRS16 - Leases

·   IFRIC 22 - Foreign Currency Transactions and Advance Consideration

·   IFRIC 23 - Uncertainty over Income Tax Treatments

b)  Standards, amendments and interpretations to existing standards that are not yet effective

The following newly issued but not yet effective standards, interpretations and amendments, Mandatory for accounting periods commencing on or after 1 January 2020:

· IFRS 3 (amendment) Business Combinations

· IFRS 7 (amendment) Financial Instruments

· IFRS 17 - Insurance Contracts

· IAS 1 - Presentation of Financial Statements

· IAS 8 (amendments) - Accounting Policies, Changing in Accounting Estimates and Errors

Under the IFRS 17, insurance contract liabilities will be calculated as the present value of future insurance cash flows with a provision for risk

The Directors do not expect that the adoption of the Standards and amendments listed above will have a material impact on the financial statements of the Company in future periods. Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these Standards until a detailed review has been completed.

1.2   Basis of consolidation and business combinations

1.2.1 Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date - i.e. when control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

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

-  if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less

-  the net 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. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

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

The subsidiaries financial statements were not prepared under IFRS but adjustments were made to bring all the accounting policies in line with IFRS.

1.2.2 Non-controlling interests

For each business combination, the Group elects to measure any non-controlling interests in the acquiree either at fair value or at their proportionate share of the acquiree's identifiable net assets, which are generally at fair value.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognised in profit or loss.

1.2.3 Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing if the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated.

1.3   Goodwill

Goodwill arising on acquisition of subsidiaries is included in the Consolidated Statement of Financial Position as an asset at cost less impairment. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently where there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

1.4   Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

1.5   Financial assets and liabilities

Financial assets and liabilities are recognised initially at their fair value and are subsequently measured at amortised cost. For trade receivables, trade payables and other short-term financial liabilities this generally equates to original transaction value.

1.6   Property, plant and equipment

The cost of property, plant and equipment is their purchase cost, together with any incidental costs of acquisition.

Depreciation is calculated so as to write off the cost of the assets, less their estimated residual values, over the expected useful economic lives of the assets concerned. The principal annual rates used for this purpose are:

Office and computer equipment   -  25% - 50% per annum on cost

Fixtures and fittings   - 25% - 33% per annum on cost (or over the life of the lease

    whichever is shorter)

Land and buildings leasehold   -   over 3 - 5 years straight line

1.7   Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

1.8   Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

1.9   Investments

Investments in subsidiary undertakings are stated at cost less provision for any impairment in value. Investments are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable an impairment loss is recognised immediately for the amount by which the investment's carrying amount exceeds its recoverable value.

1.10   Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is recognised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

1.11   Invoice discounting facility

The terms of this arrangement are judged to be such that the risk and rewards of ownership of the trade receivables do not pass to the finance provider. As such the receivables are not derecognised on draw-down of funds against this facility. This facility is recognised as a liability for the amount drawn.

1.12   Trade payables

Trade payables are non-interest bearing and are initially recognised at fair value and then subsequently measured at amortised cost.

1.13   Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Executive Committee that makes strategic decisions.

1.14   Foreign currency translation

(a)  Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in sterling, which is the Company's functional and the Group's presentation currency.

(b)  Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'net finance income'. All other foreign exchange gains and losses are presented in the income statement within 'operating expenses'.

1.15   Taxation

Taxation currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all material taxable timing differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary difference arises from an initial recognition of goodwill or from the initial recognition (other than in the business combination) of other assets and liabilities in the transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated using the tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited to the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

1.16   Revenue Recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below.

a)  Executive search services (NBES, NBS)

Executive Search services are provided on a retained basis and the Group generally invoices the client at pre-specified milestones agreed in advance. Typically, this will be in three stages; retainer, shortlist and completion fee. Revenue is recognised on completion of defined stages of work during the recruitment process including the completion of a candidate shortlist and placement of a candidate. NBS is a more flexible model and on occasions will invoice in two stages, initiation and completion. Revenue is deferred for any invoices raised but unearned at the year end.

b)   Short-term contract and interim business

Revenue is recognised as services are rendered, validated by receipt of a client approved timesheet or equivalent. Fixed Term Contracts or Candidate conversions are recognised on client approval and invoice date.

c)   Assessment, career coaching and talent management

Revenue is recognised in line with delivery. Where revenue is generated by contracts covering a number of sessions then revenue is recognised over the contract term based on the average number of sessions taken up.

d)   Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

1.17   Pensions

The Group operates a number of defined contribution funded pension schemes for the benefit of certain employees. The costs of the pension schemes are charged to the income statement as incurred.

1.18   Leases

Costs in respect of operating leases are charged on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased assets.

1.19   Profit or loss from discontinued operations

A discontinued operation is a component of the Group that either has been disposed of, or is classified as held for sale, and represents a separate major line of business or geographical area of operations. Profit or loss from discontinued operations, including prior year components of profit or loss, is presented in a single amount in the income statement. This amount comprises the post-tax profit or loss of discontinued operations. The disclosures for discontinued operations in the prior year relate to all operations that have been discontinued by the reporting date of the latest period presented.

1.20   Share Option Schemes

For equity-settled share-based payment transactions the Group, in accordance with IFRS 2, measures their value and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The fair value of those equity instruments is measured at grant date, using the trinomial method. The expense is apportioned over the vesting period of the financial instrument and is based on the numbers which are expected to vest and the fair value of those financial instruments at the date of grant. If the equity instruments granted vest immediately, the expense is recognised in full.

1.21   Critical accounting judgements and estimates

a)  Impairment of goodwill - determining whether goodwill is impaired requires an estimation of the value in use of cash-generating units (CGUs) to which goodwill has been allocated. The value in use calculation requires an estimation of the future profitability expected to arise from the CGU and a suitable discount rate in order to calculate present value.

b)  Share Options - fair value of options granted is determined using the trinomial valuation model. The significant inputs into the model are share price at grant date, expected price, expected option life and risk free rate.

c)  Revenue recognition - revenue is recognised based on estimated timing of delivery of services based on the assignment structure and historical experience. Were these estimates to change then the amount of revenue recognised would vary.

2   FINANCIAL RISK MANAGEMENT

The financial risks that the Group is exposed to through its operations are interest rate risk, liquidity risk and credit risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

There have been no substantive changes in the Group's exposure to financial risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods, unless otherwise stated in this note.

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's Executive Committee.

The Board receives monthly reports from the Group Chief Financial Officer, through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies that seek to reduce risk as far as possible, without unduly affecting the Group's competitiveness and flexibility. Further details regarding specific policies are set out below:

2.1   Interest rate risk

The Group's interest rate risk arises from short term borrowings issued at a variable interest rate. At 31 December 2019 the balance outstanding on the invoice discounting facility was £0.9 million (2018: £0.8 million) and this balance increases and decreases in line with the outstanding trade receivables.

2.2  Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Group monitors its requirements on a rolling monthly basis. The Board receives cash flow projections as well as monthly information regarding cash balances. At the balance sheet date, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under reasonably expected circumstances.

2.3   Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, to assess the credit risk of new customers before entering contracts.

Each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The Board determines concentrations of credit risk by reviewing the trade receivables' ageing analysis.

The Board monitors the ageing of credit sales regularly and at the reporting date does not expect any losses from non-performance by the counterparties other than those specifically provided for (see Note 13). The Directors are confident about the recoverability of receivables based on the blue chip nature of its customers, their credit ratings and the very low levels of default in the past.

2.4   Capital risk management

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

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

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:

2019

	NBES	NBLC	NBS	NBIM		Unallocated	Total
	£'000	£'000	£'000	£'000		£'000	£'000
Revenue	3,335	278	1,830	6,043		-	11,486
Cost of sales	(9)	(62)	-	(3,808)		-	(3,879)
Gross profit	3,326	216	1,830	2,235		-	7,607
Operating expenses	(3,502)	(286)	(1,618)	(1,971)		8	(7,369)
Depreciation and amort.	(89)	-	(2)	(2)		-	(93)
Finance costs	(15)	(6)	(6)	(14)		(20)	(61)
Profit/(Loss) before tax	(280)	(76)	204	248		(12)	84

2018

	NBES	NBLC	NBS	NBIM		Unallocated	Total
	£'000	£'000	£'000	£'000		£'000	£'000
Revenue	3,737	345	1,196	4,136		-	9,414
Cost of sales	(12)	(106)	-	(2,652)		-	(2,770)
Gross profit	3,725	239	1,196	1,484		-	6,644
Operating expenses	(3,908)	(272)	(1,115)	(1,384)		(569)	(7,248)
Depreciation and amort.	(57)	-	(2)	(1)		-	(60)
Finance costs	(20)	(5)	(5)	(12)		(35)	(77)
Profit/(Loss) before tax	(260)	(38)	74	87		(604)	(741)

ii)   Revenue and gross profit by geography

	2019	2018	2019	2018
	Revenue	Revenue	Gross Profit	Gross Profit
United Kingdom	10,804	8,671	6,925	5,901
Rest of the world	682	743	682	743
Total	11,486	9,414	7,607	6,644

4   PROFIT / (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION

	2019	2018
	£'000	£'000
Profit / (Loss) on ordinary activities before taxation is stated after charging:
Depreciation and impairment of property, plant and equipment	93	60
Gain on foreign currency exchange	-	-
Staff costs (see note 5)	5,725	5,474
Operating lease rentals:
Land and buildings	187	270
Auditors' remuneration:
Audit work	49	47
Non-audit work	-	-

The Company audit fee in the year was £49,000 (2018: £47,000).

 

5   STAFF COSTS

The average number of full time equivalent persons (including Directors) employed by the Group during the period was as follows:

	2019	2018
	No.	No.
Sales and related services	36	37
Administration	16	18
	52	55

Staff costs (for the above persons):

	£'000	£'000
Wages and salaries	4,933	4,746
Social security costs	626	567
Defined contribution pension cost	153	142
Share based payment expense	13	19
	5,725	5,474

The emoluments of the Directors are disclosed as required by the Companies Act 2006  in the Directors' Remuneration Report in the Annual Report. The table of Directors' emoluments has been audited and forms part of these financial statements. This also includes details of the highest paid Director.

6   TAX EXPENSE

(a)   Tax charged in the income statement

Taxation is based on the loss for the year and comprises:

	2019	2018
	£'000	£'000
Current tax:
United Kingdom corporation tax at 19% (2018: 19%) based on loss for the year	-	-
Foreign Tax	-	-
Total current tax	-	-
Deferred tax:
Origination and reversal of temporary differences	-	-
Tax charge/(credit)	-	-

(b)  Reconciliation of the total tax charge

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

	2019	2018
	£'000	£'000
Profit / (Loss) on ordinary activities before taxation	22	(763)
Tax on profit / (loss) on ordinary activities at standard UK corporation tax rate of 19% (2018: 19%)	5	(145)
Effects of:
Expenses not deductible	16	17
Substantial shareholding exemption
Capital allowances in excess of depreciation	12	6
Provision Movement		1
Pension accrual movement		(2)
Losses bought forward utilised	(73)	(30)
Adjustment to losses carried forward	40	153
Current tax charge for the year	-	-

(c)   Deferred tax

	Tax losses	Total
	£'000	£'000
At 1 January 2019	(69)	(69)
At 31 December 2019	(69)	(69)
Credited to the income statement in 2019	-	-
At 31 December 2019	(69)	(69)

At 31 December 2019 the Group had capital losses carried forward of £8,130,000 (2018: £8,130,000). A deferred tax asset has not been recognised for the capital losses as the recoverability in the near future is uncertain. The Group also has £13,974,127 (2018: £14,133,106) trading losses carried forward, which includes £8,987,000 losses transferred from BNB Recruitment Consultancy Ltd in 2011. A deferred tax asset of £1,281,415 (2017: £1,285,075) has not been recognised in the financial statements due to the inherent uncertainty as to the quantum and timing of its utilisation.

The analysis of deferred tax in the consolidated balance sheet is as follows:

	2019	2018
	£'000	£'000
Deferred tax assets: Tax losses carried forward	69	69
Total	69	69

7   NET FINANCE COST

	2019	2018
	£'000	£'000
Interest payable on Loan Notes and Invoicing facility	61	77
Total	61	77

8   EARNINGS PER 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:

	2019	2018
Profit/(Loss) attributable to owners of the company	22,000	(763,000)
Weighted average number of ordinary shares	53,885,570	53,885,570
Total	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 one category of dilutive potential ordinary shares in the form of employee share options. For these options 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.

The grants of options in 2019 and 2018 have both profitability and share price exercise criteria.

	2019	2018
Profit/(Loss) attributable to owners of the company	22,000	(763,000)
Weighted average number of ordinary shares	53,885,570	53,885,570
Total	53,885,570	53,885,570

iii)   Adjusted earnings per share

An 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 the effects of charges for share based payments. It has been calculated to allow shareholders to gain a clearer understanding of the trading performance of the Group.

	2019	2019	2019	2018	2018	2018
	£'000	Basic pence per share	Diluted pence per share	£'000	Basic pence per share	Diluted pence per share
Basic earnings
Profit/(Loss) after tax	22	0.04	0.04	(763)	(1.42)	(1.42)
Adjustments
Share based payment charge	13	0.02	0.02	19	0.04	0.04
Adjusted earnings	35	0.06	0.06	(744)	(1.38)	(1.38)

9   PROFIT OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these accounts. The parent company's loss for the year amounted to £12,000 (2018: £605,000).

10   INTANGIBLE ASSETS

	Goodwill arising on consolidation
	£'000
Group Balance at 1 January 2018	3,690
Balance at 31 December 2018	3,690
Balance at 31 December 2019	3,690
Provision for impairment
Balance at 1 January 2018	2,327
Balance at 31 December 2018	2,327
Balance at 31 December 2019	2,327
Net book value
At 1 January 2018	1,363
At 31 December 2018	1,363
At 31 December 2019	1,363

Goodwill acquired through business combinations is allocated to cash-generating units (CGU) identified at entity level. The carrying value of intangibles allocated by CGU is shown below:

	Norman Broadbent	Norman Broadbent Leadership Consulting	Total
	£'000	£'000	£'000
At 1 January 2018	1,303	60	1,363
At 31 December 2018	1,303	60	1,363
At 31 December 2019	1,303	60	1,363

In line with International Financial Reporting Standards, goodwill has not been amortised from the transition date, but has instead been subject to an impairment review by the Directors of the Group. As set out in accounting policy note 1, the Directors test the goodwill for impairment annually. The recoverable amount of the Group's CGUs are calculated on the present value of their respective expected future cash flows, applying a weighted average cost of capital in line with businesses in the same sector. Pre-tax future cash flows for the next five years are derived from the approved forecasts for the 2019 financial year.

The key assumption applied to the forecasts for the business is that return on sales for Norman Broadbent is expected to be a minimum of 5% per annum for the foreseeable future (2018: 10%) and 20% for Norman Broadbent Leadership Consulting (2018: 19%). Return on sales defined as the expected profit before tax on net revenue. There are only minimal non cash flows included in profit before tax. The rate used to discount the forecast cash flows is 8% (2018: 9%).

The five year forecasts have been prepared using conservative revenue growth rates to reflect the uncertainty that is still present in the economy. Based on the above assumptions, at 31 December 2019 the recoverable value of the Norman Broadbent CGU is £1,440,000 and the Norman Broadbent Leadership Consulting CGU is £1,906,000.

11.   PROPERTY, PLANT AND EQUIPMENT

	Land and buildings - leasehold	Office and computer equipment	Fixtures and fittings	Total
	£'000	£'000	£'000	£'000
Group Cost
Balance at 1 January 2018	84	162	57	303
Additions	-	14	154	168
Disposals	-	-	-	-
Balance at 31 December 2018	84	176	211	471
Additions	-	30	-	30
Disposals	-	-	(5)	(5)
Balance at 31 December 2019	84	206	206	496
Accumulated depreciation
Balance at 1 January 2018	78	128	50	256
Charge for the year	5	14	41	60
Disposals	-	-	-	-
Balance at 31 December 2018	83	142	91	316
Charge for the year	-	17	76	93
Disposals	-	-	-	-
Balance at 31 December 2019	83	159	167	409
Net book value
At 1 January 2018	6	34	7	47
At 31 December 2018	1	34	120	155
At 31 December 2019	1	47	39	87

The Group had no capital commitments as at 31 December 2019 (2018: £Nil).

The above assets are owned by Group companies; the Company has no fixed assets.

12   INVESTMENTS

	Shares in subsidiary undertakings
	£'000
Company Cost
Balance at 1 January 2018	5,796
Balance at 31 December 2018	5,796
Balance at 31 December 2019	5,796
Provision for impairment
Balance at 1 January 2018	4,153
Impairment for the year	-
Balance at 31 December 2018	4,153
Impairment for the year	-
Balance at 31 December 2019	4,153
Net book value
At 1 January 2018	1,643
At 31 December 2018	1,643
At 31 December 2019	1,643

At 31 December 2019 the Company held the following ownership interests:

Principal Group investments:	Country of incorporation or registration and operation	Principal activities	Description and proportion of shares held by the Company
Norman Broadbent Executive Search Ltd	England and Wales	Executive search	100% ordinary shares
Norman Broadbent Overseas Ltd	England and Wales	Executive search	100% ordinary shares
Norman Broadbent Leadership Consulting Limited	England and Wales	Assessment, coaching and talent mgmt.	100% ordinary shares
Norman Broadbent Solutions Ltd	England and Wales	Mezzanine level search	100% ordinary shares
Bancomm Ltd **	England and Wales	Dormant	100% ordinary shares
Norman Broadbent Ireland Ltd*  **	Republic of Ireland	Dormant	100% ordinary shares
Norman Broadbent Interim Management Ltd	England and Wales	Interim Management	75% ordinary shares

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

**   These companies are exempt from audit by virtue of provisions in the Companies Act 2006. Where required limited assurance procedures have been completed.

The registered office for the subsidiaries are Millbank Tower, 21-24 Millbank London SW1P 4QPP with the exception of Norman Broadbent Ireland Limited.

13   TRADE AND OTHER RECEIVABLES

	Group		Company
	2019	2018	2019	2018
	£'000	£'000	£'000	£'000
Trade receivables	2,782	2,076	-	-
Less: provision for impairment	(49)	-	-	-
Trade receivables - net	2,733	2,076	-	-
Other debtors	180	98	125	-
Prepayments and accrued income	100	136	14	208
Due from Group undertakings	-	-	5,317	5,050
Total	3,013	2,310	5,456	5,258
Non-Current	65	135	65	135
Current	2,948	2,175	5,391	5,123
	3,013	2,310	5,456	5,258

Non-current trade receivables are in relation to the cash consideration due from the sale of SMS in 2016.

As at 31 December 2019, Group trade receivables of £1,408,000 (2018: £1,885,000), were past their due date but not impaired, save as referred to below. They relate to customers with no default history. The aging profile of these receivables is as follows:

	Group		Company
	2019	2018	2019		2018
	£'000	£'000	£'000		£'000
Up to 3 months	1,120	1,747	-		-
3 to 6 months	197	120	-		-
6 to 12 months	91	18	-	-
Total	1,408	1,885	-		-

The largest amount due from a single trade debtor at 31 December 2019 represents 7% (2018: 8%) of the total trade receivables balance outstanding.

As at 31 December 2019, £49,000 of group trade receivables (2018: no group trade receivables) were considered impaired. A provision for impairment has been recognised in the financial statements. Movements on the Group's provision for impairment of trade receivables are as follows:

	2019	2018
	£'000	£'000
At 1 January	-	-
Provision for receivable impairment	49	-
Receivables written-off as uncollectable	-	-
At 31 December	49	-

There are no material difference between the carrying value and the fair value of the Group's and parent Company's trade and other receivables.

14   CASH AND CASH EQUIVALENTS

	Group		Company
	2019	2018	2019	2018
	£'000	£'000	£'000	£'000
Cash at bank and in hand	432	684	14	280
Total	432	684	14	280

There is no material difference between the carrying value and the fair value of the Group's and parent Company's cash at bank and in hand.

15   TRADE AND OTHER PAYABLES

	Group		Company
	2019	2018	2019	2018
	£'000	£'000	£'000	£'000
Trade payables	588	650	79	80
Due to Group undertakings	-	-	1,481	1,437
Other taxation and social security	649	765	-	-
Other payables	33	35	-	-
Accruals	1,045	575	86	45
Total	2,315	2,025	1,646	1,562

There is no material difference between the carrying value and the fair value of the Group's and parent company's trade and other payables.

16   BORROWINGS

	Group		Company
	2019	2018	2019	2018
	£'000	£'000	£'000	£'000
Maturity profile of borrowings Current
Bank overdrafts and interest bearing loans:
Invoice discounting facility (see note (a) below)	950	776	-	-
Secured loan notes	119	272	119	272
Total	1,069	1,048	119	272

The carrying amounts and fair value of the Group's borrowings, which are all denominated in sterling, are as follows:

	Carrying amount		Fair value
	2019	2018	2019	2017
	£'000	£'000	£'000	£'000
Bank overdrafts and interest bearing loans:
Invoice discounting facility	950	776	950	776
Secured loan notes	119	272	119	272
Total	1,069	1,048	1,069	1,048

a)   Invoice discounting facilities:

Norman Broadbent Executive Search Limited, NBS, NBIM and NBLC operate independent invoice discounting facilities, provided by Bibby Financial Services Limited. Bibby Financial Services Limited holds all assets debentures for each company (fixed and floating charges) and also a cross-corporate guarantee and indemnity deed dated 20 August 2019. The financial terms of the facilities are outlined below:

Norman Broadbent Executive Search Limited:

Funds are available to be drawn down at an advance rate of 80% against trade receivables of Norman Broadbent Executive Search Limited that are aged less than 120 days, with the facility capped at £2,000,000. At 31 December 2019, the outstanding balance on the facility of £217,679 (2018: £369,969) was secured by trade receivables of £717,619 (2018: £860,137). Interest is charged on the drawn down funds at a rate of 2.50% (2018: 2.40%) above the bank base rate.

Norman Broadbent Solutions Limited:

Funds are available to be drawn down at an advance rate of 80% against trade receivables of Norman Broadbent Solutions Limited that are aged less than 120 days, with the facility capped at £2,000,000. At 31 December 2019, the outstanding balance on the facility of £227,997 (2018: £139,813) was secured by trade receivables of £592,863 (2018: £263,604). Interest is charged on the drawn down funds at a rate of 2.50% (2018: 2.40%) above the bank base rate.

Norman Broadbent Interim Management Limited:

Funds are available to be drawn down at an advance rate of 90% against trade receivables of Norman Broadbent Interim Management Limited that are aged less than 120 days, with the facility capped at £2,000,000. At 31 December 2019, the outstanding balance on the facility of £453,086 (2018: £246,441) was secured by trade receivables of £1,300,602 (2018: £701,821). Interest is charged on the drawn down funds at a rate of 2.50% (2018: 2.40%) above the bank base rate.

Norman Broadbent Leadership Consulting

Funds are available to be drawn down at an advance rate of 90% against trade receivables of Norman Broadbent Leadership Consulting Limited that are aged less than 120 days, with the facility capped at £2,000,000. At 31 December 2019 the outstanding balance on the facility of £52,220 (2018: £19,861) was secured by trade receivables of £61,883 (2018: £50,474). Interest is charged on the drawn down funds at a rate of 2.50% above the bank base rate.

b)   Secured Loan Notes

The £300,000 loan note was issued in August 2017 with an interest rate of 12%.

The loan note was repaid in full after the year end

17   FINANCIAL INSTRUMENTS

The principal financial instruments used by the Group, from which financial instrument risk arises, are summarised below. All financial assets and liabilities are measured at amortised cost which is not considered to be materially different to fair value.

	Amortised Cost
	2019	2018
	£'000	£'000
Group Financial Assets
Trade and other receivables	2,913	2,204
Financial Liabilities
Trade and other payables	2,315	2,027
Secured loan notes	119	272
Invoice discounting facility	950	776

	Amortised Cost
	2019	2018
	£'000	£'000
Company Financial Assets
Trade and other receivables	5,317	5,058
Financial Liabilities
Trade and other payables	1,644	1,562
Secured loan notes	119	272

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. Details on these risks and the policies set out by the Board to reduce them can be found in Note 2.

18   SHARE CAPITAL AND PREMIUM

	2019	2018
	£'000	£'000
Allotted and fully paid: Ordinary Shares:
53,885,570 Ordinary shares of 1.0p each (2018: 53,885,570)	539	539
Deferred Shares:
23,342,400 Deferred A shares of 4.0p each (2018: 23,342,400)	934	934
907,118,360 Deferred shares of 0.4p each (2018: 907,118,360)	3,628	3,628
1,043,566 Deferred B shares of 42.0p each (2018: 1,043,566)	438	438
2,504,610 Deferred C shares of 29.0p each (2018: 2,504,610)	727	727
	5,727	5,727
Total	6,266	6,266

Deferred A Shares of 4.0p each

The Deferred A Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry a right to repayment only after the holders of Ordinary Shares have received a payment of £10,000 per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking pari passu with or in priority to the Deferred A Shares.

Deferred Shares of 0.4p each

The Deferred Shares carry no right to dividends, distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry a right to repayment only after payment of capital paid up on Ordinary Shares plus a payment of £10,000 per Ordinary Share. The Company retains the right to transfer or cancel the shares without payment to the holders thereof.

Deferred B Shares of 42.0p each

The Deferred B Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking pari passu with or in priority to the Deferred B Shares.

Deferred C Shares of 29.0p each

The Deferred Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10,000 per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof.

A reconciliation of the movement in share capital and share premium is presented below:

	No. of ordinary shares (000s)	Ordinary shares (000s)	Deferred shares (000s)	Share premium (000s)	Total (000s)
At 1 January 2018	53,885	539	5,727	13,706	19,972
At 31 December 2018	53,885	539	5,727	13,706	19,972
At 31 December 2019	53,885	539	5,727	13,706	19,972

19   SHARE BASED PAYMENTS

19.1   Share Options

The Company has an approved EMI share option scheme for full time employees and Directors. The exercise price of the granted options is equal to the market price of the shares on the date of the grant. The Company has no legal or constructive obligation to repurchase or settle the options or warrants in cash.

Options under the Company EMI scheme are conditional on the employee completing three years' service (the vesting period). The EMI options vest in three equal tranches on the first, second and third anniversary of the grant. The options have a contractual option term of either seven or ten years.

Movements in the number of share options and their related weighted average exercise prices are as follows:

	Approved EMI  share option scheme
	Avg. exercise price per share (p)	Number of options
At 1 January 2018	14.54	3,098,511
Granted	13.50	1,054,191
Forfeited	13.50	(603,555)
At 31 December 2018	14.41	3,549,147
Granted	-	-
Forfeited	-	-
At 31 December 2019	14.41	3,549,147

Share options outstanding at the end of the year have the following expiry date and exercise prices:

	Exercise price per share (p)	Share options
Expiry date		2019	2018
2021	65.5	62,153	62,153
2023	13.5	2,051,852	3,036,358
2024	13.5	380,951	-
2025	13.5	1,054,191	-
Total		3,549,147	3,098,511

Out of the 3,549,147 outstanding options (2018: 3,549,147), no options were exercisable at the year-end (2018: None) as they were all 'underwater'.

The significant inputs into the model in valuing the 2019 option grant were weighted average share price of 12 pence at the grant date, exercise price of 13.5p, volatility of 28%, dividend yield of 0% (2018 and 2017: 0%), an expected option life of 10 years (2018 and 2017: 10 years) and an annual risk-free interest rate of 0.652%. The expected volatility was estimated by reference to the historical volatility of the Company's share price and those of UK quoted companies in a similar business sector. The risk-free interest rate is estimated as the yield on zero coupon UK government bonds of a term consistent with the contractual life of the options granted. No share options were granted during 2019, therefore the same assumptions were used as per the prior year. There was no significant change in the company or shareholding during 2019.

20   LEASES

Operating leases

The Group leases its premises and the lease is tenant repairing.

As at 31 December 2019, the total future value of minimum lease payments due are as follows:

	Land and Buildings
	2019	2018
	£'000	£'000
Within one year	28	160
Later than one year and not later than five years	-	32
Total	28	192
The Group has subsequently signed a two year lease for its London Head Office in Millbank Tower, London SW1P 4QP

21   PROVISIONS

	Group
	2019	2018
	£'000	£'000
At 1 January	240	125
Provisions made during the year	-	115
Provisions Utilised during the year	(25)	-
At 31 December	215	240
Current liability	215	240
Non-current liability	-	-
At 31 December	215	240

The Company moved its head office in April 2018. The Company has agreed a final dilapidations figure of £215,000 for its previous head office in St James Square. The amount is repayable at £20,000 per month with a final payment of £15,000, commencing 1 January 2020.

22   PENSION COSTS

The Group operated several defined contribution pension schemes for the business. The assets of the schemes were held separately from those of the Group in independently administered funds. The pension cost represents contributions payable by the Group to the funds and amounts to £155,000 (2018: £142,000). At the year-end £16,000 of contributions were outstanding (2018: £19,000).

23  RELATED PARTY TRANSACTIONS

The following transactions were carried out with related parties:

(a)   Purchase of services:

	2019	2018
	£000	£000
Brian Stephens & Company Ltd	20	20
Total	20	20

Brian Stephens & Company Ltd invoiced the Group for the provision of services of B Stephens of £20,000 (2018 total: £20,000). B Stephens is a director of Brian Stephens & Company Ltd.

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

 (b)   Key management compensation:

Key management includes Executive and Non-Executive Directors. The compensation paid or payable to the directors can be found in the Directors' Remuneration Report in the Annual Report.

(c)   Year-end payables arising from the purchases of services:

	2019	2018
	£000	£000
Brian Stephens & Company Ltd	-	2
Total	-	2

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

24   CONTINGENT LIABILITY

The Company is a member of the Norman Broadbent plc Group VAT scheme. As such it is jointly accountable for the combined VAT liability of the Group. The total VAT outstanding in the Group at the year-end was £481,000 (2018: £377,000).

25   POST BALANCE SHEET EVENT

Early 2020 saw the outbreak of the Covid-19 pandemic. This has already resulted in significant global economic disruption and as the pandemic develops this disruption will continue over the months to come. This is considered to be a non-adjusting event affecting the Group since year end, disclosure of the Board's consideration on going concern has been made in note 1 of these financial statements.

 

END

 

 

FR SEDFWMESSELM