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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Nahl Group Plc | LSE:NAH | London | Ordinary Share | GB00BM7S2W63 | ORD GBP0.0025 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.50 | 0.74% | 68.00 | 66.00 | 70.00 | 32,545 | 16:35:08 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Advertising Agencies | 41.42M | 385k | 0.0082 | 82.32 | 31.65M |
From Apr 2019 to Apr 2024
TIDMNAH
RNS Number : 0089A
NAHL Group PLC
21 March 2017
21 March 2017
NAHL Group plc
("NAHL" or the "Group")
Final Results
NAHL, the leading UK consumer marketing business focused on the UK legal services market, announces its Final Results for the year ended 31 December 2016.
Financial Highlights
-- Underlying revenue declined 2.6% to GBP49.4m (2015: GBP50.7m) -- Underlying operating profit up 15.1% to GBP18.0m (2015: GBP15.6m)
-- Underlying operating profit margin increased by 5.6 percentage points to 36.4% (2015: 30.8%)
-- Profit before tax increased 13.3% to GBP15.8m (2015: GBP14.0m) -- Cash generation of 79.7% (2015: 97.4%) -- Adjusted net debt of GBP8.2m at year end (GBP8.3m at 31 December 2015) -- Basic earnings per share of 27.0p (2015: 25.6p)
-- Recommended final dividend of 12.7p, increasing the total dividend for the year by 1.6% to 19.05p (2015: 18.75p)
Operational Highlights
-- First full year as a more strategically diversified business operating in aligned legal services markets
-- Continued focus on sourcing high quality enquiries in Personal Injury (PI) division
-- Accelerated investment in PI cases under new commercial and structural arrangements in light
of regulatory changes
-- Strong contribution from Critical Care division which has continued to trade ahead of plan
-- Solid revenue and profit growth in Residential Property division despite challenging market backdrop
Russell Atkinson, CEO of NAHL, commented:
"2016 saw the Group make continued progress as a diversified business, with all three of our operating divisions contributing meaningfully to a solid full year performance. Our Critical Care division benefited from the investment made in the business development function and management team, growing its market share. Against a challenging market backdrop, the Residential Property business also saw revenue and profits grow thanks to its broadened service offering.
In a more challenging year for our Personal Injury (PI) division, we delivered a resilient trading performance. As part of the Group's long term planning since the Government's consultation was first announced in 2015, we took the strategic decision to invest in a proportion of our enquiries through different commercial and structural arrangements. We have a clear strategy in place to develop our business model while our proven track record of responding to regulatory change and underlying brand strength leaves the PI division well positioned to succeed in the new landscape.
We have started 2017 on plan and believe that our continued evolution into aligned legal services areas, strong balance sheet and management experience will enable the Group to navigate the future with confidence."
Enquiries:
NAHL Group plc via FTI Consulting Russell Atkinson (CEO) Tel: +44 (0) 20 3727 1000 Steve Dolton (CFO) Investec Bank plc (NOMAD & Broker) Tel: +44 (0) 20 7597 5970 Garry Levin David Flin James Ireland David Anderson William Godfrey FTI Consulting (Financial PR) Tel: +44 (0) 20 3727 1000 Oliver Winters Alex Beagley James Styles
Notes to Editors
NAHL Group
NAHL Group plc is a leading UK consumer marketing business focused on the UK legal services market. The Group comprises three companies: National Accident Helpline (NAH), Fitzalan Partners (Fitzalan) and Bush & Company Rehabilitation (Bush). NAH provides outsourced marketing services in the personal injury market, Fitzalan, which includes Searches UK a leading conveyancing search provider, provides marketing services in the property market and Bush provides a range of specialist services in the catastrophic injury market.
More information is available at www.nahlgroupplc.co.uk and www.national-accident-helpline.co.uk
Strategic Report
Chairman's Statement
The Group has experienced both growth and considerable challenge during 2016 and delivered a strong performance overall.
I am pleased to report the Group's results for the year ended 31 December 2016.
Summary of Financial Performance
The Group has performed in line with expectations. Underlying revenue was broadly flat at GBP49.4m (2015: GBP50.7m), but we were successful in delivering a 15.1% increase in underlying operating profit to GBP18.0m (2015: GBP15.6m), and profit before tax up 13.3% to GBP15.8m (2015: GBP14.0m), after a net charge of GBP1.8m (2015: GBP1.5m) relating to share-based payments, amortisation of intangible assets and a surplus from one-off items. Earnings per share increased 5.5% to 27.0p (2015: 25.6p).
One-off items comprise two main elements. In anticipation of regulatory changes in our PI division during 2017 and 2018, the Board is making an exceptional investment of GBP1.7m to ensure its brand positioning and processes are aligned to the new regulatory environment. GBP0.5m of this investment has been incurred in 2016, with the remainder planned for 2017. This charge is offset by an exceptional credit of GBP1.2m related to the revision of the liability for cases covered by pre-LASPO ATE insurance, for the period prior to March 2013.
In January 2016, the Group acquired Searches UK (Searches), a conveyancing search provider, for GBP2.1m, settled in cash. This acquisition has traded to plan and contributed GBP5.4m revenue and GBP0.6m operating profit.
Division Review - Personal Injury
NAH has faced challenging market conditions during 2016, as a consequence of the long awaited consultation on the announcement made in November 2015 of, inter alia, proposals to restrict consumers' eligibility for compensation for low value whiplash injury, along with proposals to transfer certain PI claims of up to GBP5,000 to the small claims track.
Ahead of these potential changes in the final quarter of 2016 and working in close collaboration with some of our larger PLFs, NAH commenced a trial of a small proportion of enquiries through different commercial and structural arrangements to those it normally deploys. This involves NAH playing a more proactive role in the conduct and financing of a PI case.
In February 2017 the Ministry of Justice (MoJ) responded to the consultation as part of the introduction of the Prisons and Courts Bill, with RTA claims up to GBP5,000 and non-RTA claims of up to GBP2,000 being dealt with in the small claims track, scheduled for implementation in October 2018. We estimate that less than 30% of our enquiries are impacted by these proposals, although there will be wider implications for the sector with a number of law firms either withdrawing from PI or taking a more cautious approach to balance sheet management and case investment.
As announced in December 2016, we are committing further investment during 2017 resulting in a deferment of profit and cash flow, which will be realised in the future as cases settle. We plan that this will be a continuing feature of NAH's business. It is our intention to increase our investment in marketing to create additional enquiry volume so that these new arrangements run alongside our existing panel strategy.
The Group has been planning for these changes since the initial proposals were announced. Whilst there is no doubt there will be some uncertainty in the short to medium term as all market participants reflect on the proposals, we are committed to maintaining both our market leading position and our relationship with our PLFs. The Board remains encouraged about the medium and long-term opportunity that the new regulatory environment will present to our PI division.
NAH's results in 2016 reflect a creditable trading performance in difficult circumstances. Significantly lower marketing spend delivered reduced but cost-effective enquiry volumes, blended to the higher value categories our PLFs prefer. Revenue in 2016 was GBP30.0m, down 33.4%, whilst operating profit was GBP14.1m, down 9.1%.
Division Review - Critical Care
The Group's Critical Care division has performed strongly and is trading ahead of plan. Revenue of GBP10.4m has delivered operating profit of GBP3.8m. The investments we made in management and business development are progressing well.
The core Critical Care proposition, namely immediate needs assessment and case management services in catastrophic and serious injury cases, is attractive to our clients and sits well with the Group's ethical philosophy and services to law firms.
Division Review - Residential Property
The Group's Residential Property division has performed well delivering good growth in revenue and operating profit, up respectively 156.1% to GBP9.0m and 68.6% to GBP1.4m. However, the impact of taxation changes and the outcome of the EU Referendum resulted in reduced residential conveyancing volumes across the market which has meant the division has traded below management plans.
The lower margin reflects the nature of search work. In the second half, we did not experience the recovery in conveyancing volumes that we expected, although we did benefit from the integration of our conveyancing and search propositions to drive further value.
Balance Sheet and Final Dividend
The Group has historically converted operating profits into cash at over 95%. Strong cash conversion continues to be an important business focus. With the expected changes in government regulatory policy relating to PI, we have invested in 2016 in new commercial arrangements for case processing and financing. For 2016, we achieved operating cash generation of GBP14.3m, which represents a 79.7% conversion of operating profit into cash (2015: 97.4%). The second half of the year saw a conversion of 66.4% reflecting the increased investment necessary for funding cases.
Our balance sheet remains strong and at the year-end, we had adjusted net debt of GBP8.2m (2015: GBP8.3m).
The Board proposes, subject to approval of shareholders at the Annual General Meeting to be held on 25 May 2017, a final dividend of 12.7p per share payable on 31 May 2017 to ordinary shareholders registered on 28 April 2017, making a total of 19.05p per share payable for the year. Going forward we intend to maintain our dividend policy of 1.5x cover.
Outlook
We have diversified our business proposition over the last two years and generated operating profits of GBP5.2m from Critical Care and Residential Property in 2016. We intend to continue to grow these businesses and will assess appropriate acquisition opportunities as they arise.
PI remains the largest part of our business, by revenue and profit. NAH's profits have contracted during 2016 for market driven reasons, and in 2017 we expect further contraction, primarily as a result of our changing business model. 2017 and 2018 will be years of transition.
We now know much of the scope of the regulatory change in PI, which is scheduled to take effect in Q4 2018. We have planned for these changes and have a clear strategy of how to develop our business model. In the short term we will grow our volume, although profits recovery will lag because our emerging business models are based on a longer investment profile. However, we have the brand strength, market know how, leadership team and PLF relationships to deliver a market leading PI performance.
The Group has experienced both growth and considerable challenge during 2016 and delivered a strong performance overall. I would like to thank our employees for their continued excellent commitment to the Group.
Steve Halbert
Chairman
20 March 2017
Chief Executive's Review
2016 was our first full year as a broader and more diversified business and the contribution from our acquisitions enabled us to report further profitable growth which endorses our strategic approach.
Overview
The performance of the Group was driven by solid full year contributions from all three operating divisions. The PI and Residential Property divisions have faced challenging market conditions that have impacted demand for our products and services, however, we have adjusted and adapted to these changes.
Outstanding service lies at the very core of our business alongside the provision of the highest quality products and services and a steadfast commitment to our ethical values that underpin our leadership position.
Results
Despite challenging market conditions for two of our divisions, trading was in line with expectations. We are pleased to have delivered continuing underlying operating profit growth of 15.1% from underlying revenue of GBP49.4m (a decline of 2.6%).
The former Chancellor's Autumn Statement in November 2015 outlined a series of potential industry reforms leading to a period of instability and uncertainty in the wider PI market. Against that backdrop, NAH, the Group's PI division, continued its strategy of reducing volume and focusing on high quality enquiries. We had anticipated a period of demand uncertainty but the delay of almost a year in publishing the consultation meant that this was more pronounced than we had originally planned.
Our response was to reduce volumes by lowering TV advertising investment, thereby reducing the cost of enquiry acquisition. This approach, combined with a continued focus on quality, resulted in a controlled reduction in revenue which helped lead to sustainable margin improvements whilst simultaneously reducing the average cost of enquiries to our PLFs.
The first full year of trading for our Critical Care division saw returns on our investment in improved quality and a strengthened business development function. Market share grew as we further enhanced our leadership position and grew our service offering. The division traded well for the year and made an important contribution to the Group's overall results.
The Group's Residential Property business faced market disruption following taxation changes (Stamp Duty and Mortgage Interest Relief) in the buy-to-let market, followed by the uncertainty caused by the referendum result in June which impacted the volume of property transactions. However, the successful integration of Searches, acquired in January 2016, and further work to improve efficiency and enhance margin ensured profits from the division grew significantly year on year.
Market overview
The Group continues to operate in the large and highly fragmented consumer legal services (CLS) market and remains focused on PI, the largest of the CLS segments, and Residential Property.
The PI market remains at approximately one million claims per annum and is relatively stable with small year on year decreases across claim types. In part this is as a result of the reduction in investment in the market caused by regulatory uncertainty. The largest proportion of claims, over 75%, relates to road traffic accidents (RTA). RTA claims have historically always formed a smaller part of NAH's volume and NAH has continued to focus on broader claim types with particular strength in higher value non-RTA areas.
The Group's other PI related business, Bush & Company (Bush), provides services focused exclusively on the catastrophic injury segment of the PI market. This part of the market was valued in 2016 at cGBP86.2m which would imply an approximate share of 12.0%.
The Group's third business, Fitzalan Partners (Fitzalan), is focused on the Residential Property market which saw some significant challenges in 2016. Increases in Stamp Duty for second homes in April 2016 meant a short-term spike in activity. This, coupled with the pending changes in Mortgage Interest Relief in the buy-to-let market, together with uncertainty caused by the result of the EU Referendum held in June, resulted in a significant reduction in transactions throughout the remainder of 2016.
Regulatory developments
In February 2017 the Government published its response to the consultation it first announced in November 2015. Whilst, from a non-RTA perspective, these changes were lower than had been proposed, they still represent a fundamental change for the PI market as a whole which will lead to significant changes in the way many PI claims are processed.
The Board estimates that historically less than 30% of total enquiry volumes generated through our PI division will fall below the new thresholds and have to be processed through the small claims track. Our approach to processing these particular claims will require further refinement and a pricing adjustment for those claims that will be subject to lower settlements.
We remain in close contact with our Panel Law Firms (PLFs), as we have done since the regulatory changes were first proposed in 2015. The discussions we have had with them, as well as the results of the trials conducted on a proportion of our case volumes, lead us to conclude that we should continue with the strategic decision we took in 2016 to invest in a proportion of our enquiries through different commercial and structural arrangements to those we normally deploy. This involves us playing a more proactive role in the entire conduct and financing of a PI case. We are committing further investment through 2017 resulting in a deferment of profit and cash flow, which will be realised in the future as cases settle. We plan that this will be a continuing feature of National Accident Helpline's business. The outcome of these initial trials has proved very encouraging and we are progressing these arrangements, which are being conducted with a number of the larger law firms in the PI market, into longer-term agreements.
Going forward we will have the flexibility to handle enquiries that we generate in a number of ways:
1. Utilising our traditional panel model to provide services in support of generating and triaging enquiries
2. Offering deferred enquiry payment terms to selected PLFs to support incremental volumes 3. Investing in cases using Alternative Business Structures (ABS)
ABSs allow NAHL to have an ownership interest in a company providing legal services. This enables the Group to enter into a form of joint venture arrangement with a law firm to fund that venture and take a share of profit from work processed by the ABS.
As previously announced, given the increased investment necessary for funding cases, an element of profits will not be recognised upfront and some of the cash will not be received until cases are settled. Both profits and cash under the ABS will normalise over time as cases settle. Average case settlement times are around 18 months and when the growth we expect in volumes is taken into consideration, we anticipate that it will take some time to reach maturity for both profits and cash under this new arrangement. Along with a short term impact on operating profit, cash generation is likely to significantly reduce in 2017 and 2018 before returning to levels previously achieved.
The deployment of these structures will allow us to manage the forthcoming period of demand uncertainty whilst enabling us to grow market share through brand investment and optimise our returns.
Brand
The Group's brands continue to be a core asset. NAH remains the leading brand in PI and continues to have market leading metrics for trust, search and click through. During 2016 we reduced investment in TV advertising and focused more heavily on digital media as we sought to improve cost efficiency in a market showing reduced demand.
The work we have undertaken in preparing the business for the forthcoming regulatory changes enables us to build on our brand to grow market share going forward. We are making an exceptional investment of cGBP1.0m during 2017 to ensure our brand positioning is aligned to the requirements of the new regulatory environment. This brand relaunch will be supported by further investment in our digital platform which we launched in 2016 and allows consumers to interact directly with us online. This approach will become increasingly important in future years to optimise cost in the claims process and prepare for forthcoming developments in online courts which are a stated priority for Government.
Bush has built its brand reputation on clinical independence and quality. During 2016 we increased our investment in the brand by enhancing public relations activity, upgrading our activity on social media, and continuing our thought leadership programme - including our highly successful annual clinical conference. The strong results for the division are testament to the success of these activities.
In Residential Property our main internet brands, Homeward Legal, Fridays Move, InDeed and Surveyor Local have been supplemented by our launch of Capital Conveyancing which further underpins our strategy of highly focused organic search propositions.
Our brands and internet properties remain a core aspect of what we do and how we attract consumers so we retain a sharp focus on ensuring that they mature and develop.
Customers
The Group serves over 660 law firms in its chosen markets. This covers claimant, defendant and conveyancing law firms as well as a range of licensed conveyancers, surveyors and third party providers. This broad customer base opens further opportunities to support our markets with a wider product range and build our expertise through our close commercial relationships.
Our PI panel has evolved during the year as we continue to focus on strategic relationships with key volume players and trial new and innovative commercial arrangements that enable us to navigate the changing market landscape. This evolution in our panel will continue throughout 2017 as firms choose how to react to the new regulatory environment.
In Critical Care we have continued to demonstrate our quality and clinical independence. Through investment in marketing and business development we have added new relationships that have contributed to growth in our market share.
The addition of Searches has broadened the customer base of our Residential Property division and we now support many more customers on a national basis.
Products and services
We have seen better attachment and broader use of our products by our PI firms, particularly in the area of ATE, as a result of our more focused panel strategy.
Critical Care already provides a mature and market leading service offering but we continue to review opportunities to develop this by expanding into adjacent markets.
Within Residential Property we have added a comprehensive portfolio of search products through our acquisition of Searches. In addition we have broadened our survey offering and continue to look at new opportunities.
Operations
The Group has four offices across the UK and operates two call centres from Kettering and London. They are quite distinct in nature serving a different customer base utilising different systems and staffed by different types of individuals.
As part of our PI business re-engineering we have been implementing a programme of digitising the consumer experience. This exciting and market leading initiative will enable us to remain at the forefront of the market and help us attract and retain a broader customer base.
Our Daventry office is the operational hub of Critical Care and we continue to invest in IT.
Our Residential Property division has introduced a new call routing technology which will enable us to respond to enquiries quicker and automate the lead management process.
Continued operational improvement lies at the heart of our ability to improve efficiency and during the year we appointed an experienced Head of IT to support the divisions.
People
Our people make us who we are and they are the cornerstone of our business success. We currently employ 186 staff across the group and remain committed to developing our teams. We operate to Investors in People (IiP) standards and have continued our management development programme seeing a number of the participant's secure new roles as a result of this initiative.
We have achieved a significant reduction in staff turnover from our PI call centre by introducing targeted loyalty bonuses and improving benefits provision using a series of low cost initiatives to enhance the offering to our staff.
We have strengthened the management team in our Critical Care division, through a combination of internal promotions and external recruitment and our Residential Property division has benefitted from the addition of new talent as a result of our acquisition of Searches.
Group and employee support enabled us to contribute GBP62,000 to our chosen charity, The Paul Bush Foundation Trust (PBFT) in 2016 which reflects the caring culture of our organisation and is a great example of living our values.
Outlook
The current market conditions, particularly in PI, remain challenging given the recent announcement regarding changes in compensation for RTA and the increases to the small claims limit.
As mentioned, we will be committing further investment during 2017 and beyond which will result in an element of profits and cash being returned over future years as cases settle. It is anticipated that such investment will be a continuing feature of NAH's business model but by following this strategy we will put ourselves in a strong position to react appropriately to changes and to grow market share.
Critical Care has an established leadership position but will continue to upgrade its business development efforts and expand its product range to provide a more comprehensive offering.
The Residential Property division's strategy of broadening its range of service offerings means it is well placed to benefit from recovery in the market and we look forward to the continued growth of this business.
We have prepared well for the year ahead and have reacted proactively by developing our people, processes and commercial structures to allow us to navigate the forthcoming changes.
I look forward to the challenges and opportunities ahead.
Russell Atkinson
Chief Executive Officer
20 March 2017
Chief Financial Officer's Report
The Group showed good growth in underlying operating profit with increased contribution from the Critical Care and Residential Property divisions.
The Group performed well in 2016 and benefited from a full year contribution from Fitzalan and Bush as well as a part year from the acquisition of Searches. As a result, underlying operating profit increased by 15.1% to GBP18.0m (2015: GBP15.6m). With low levels of adjusted net debt and a robust balance sheet we are well placed to continue with a good annual dividend.
Financial results
Hot Features
Premium
2016 2015
GBPm GBPm
--------------------------------------------------------------------- ------ ------
Underlying operating profit 18.0 15.6
Share based payments (1.1) (0.8)
Amortisation of intangible assets acquired on business combinations (1.3) (0.3)
One-off items 0.6 (0.4)
--------------------------------------------------------------------- ------ ------
Total operating profit 16.2 14.1
Financial income - 0.1
Financial expense (0.4) (0.2)
--------------------------------------------------------------------- ------ ------
Profit before tax 15.8 14.0
===================================================================== ====== ======
Underlying operating profit before share based payments, amortisation of intangible assets acquired on business combinations and one-off items increased GBP2.4m. The increase was driven by additional contributions from Critical Care, GBP3.8m operating profit (2015: GBP0.6m) and Residential Property, GBP1.4m operating profit (2015: GBP0.8m) offset by a decline in Personal Injury operating profit of GBP1.4m year on year.
Underlying revenue declined by 2.6% to GBP49.4m. This was mainly due to a decision to focus on a smaller number of higher value claims in our PI division which saw its revenue decline by 33.4% to GBP30.0m. However, with a full year of trading at Fitzalan and the acquisition of Searches, the Residential Property division saw its revenue increase by 156.1% to GBP9.0m. Similarly, a full year of trading at Bush saw the Critical Care revenue increase by 390.0% to GBP10.4m.
Our underlying gross margin percentage increased by 8.7 percentage points to 57.9% and with ongoing control of costs we have seen an improvement in our underlying return on sales to 36.4% (up from 30.8% in 2015).
After allowing for share based payments, amortisation of intangible assets acquired on business combinations, one-off costs and financial income and expense, the Group returned a profit before tax of GBP15.8m, a 13.3% increase on 2015.
Taxation
The Group's tax charge of GBP3.6m (2015: GBP3.2m) represents an effective tax rate of 22.6% (2015: 22.8%).
Earnings per share (EPS) and dividend
Basic EPS is calculated on the total profit of the Group and most closely relates to the ongoing cash which will be attributable to shareholders and in turn the Group's ability to fund its dividend programme. The Group also has a number of share options outstanding (see note 19 of the financial statements) which resulted in a Diluted EPS.
Basic EPS for the year was 27.0p (2015: 25.6p) and Diluted EPS was 26.5p (2015: 25.0p).
The Board has proposed a final dividend of 12.7p (2015: 12.5p) which, along with the interim dividend of 6.35p (2015: 6.25p) gives a total dividend of 19.05p which is an increase of 1.6% on 2015.
Operating cash generation
2016 2015
GBPm GBPm
------------------------------------------------------------------- ------ ------
Underlying operating profit 18.0 15.6
Depreciation and amortisation 0.2 0.2
Working capital movements (3.9) (0.6)
------------------------------------------------------------------- ------ ------
Net operating cash generated from operating activities 14.3 15.2
------------------------------------------------------------------- ------ ------
Net operating cash generated as a percentage of operating profits 79.7% 97.4%
=================================================================== ====== ======
Whilst overall operating cash generated as a percentage of operating profit decreased to 79.7% (2015: 97.4%) this still represents a good performance. The Group took the decision to fund certain cases in its PI division during the course of the second half of 2016 and this reduced the second half to 66.4% as compared to 93.7% for the first half. The level of operating cash generation is expected to reduce in future periods as the Group continues to invest in its cases in its new PI business model.
Balance sheet
2016 2015
GBPm GBPm
---------------------------------------------------------------- --------- ---------
Net assets
Goodwill and intangible assets 68.8 67.7
Adjusted net debt:
Cash and cash equivalents 4.8 10.1
Borrowings (11.1) (14.8)
Other payables relating to discontinued pre-LASPO ATE product (1.9) (3.6)
---------------------------------------------------------------- --------- ---------
Total adjusted net debt (8.2) (8.3)
Other net liabilities (0.8) (4.3)
---------------------------------------------------------------- --------- ---------
Total net assets 59.8 55.1
================================================================ ========= =========
The Group's net assets at 31 December 2016 increased by GBP4.7m to GBP59.8m (2015: GBP55.1m) which reflects the profits for the financial year, partially offset by dividends paid.
The significant balance sheet items are goodwill and intangible assets, adjusted net debt and other net liabilities.
Goodwill and intangible assets
The Group's goodwill and intangible assets of GBP68.8m (2015: GBP67.7m) arises from the various business acquisitions undertaken by the Group. Each year the Board reviews the goodwill value for impairment and, as at 31 December 2016, whilst the Directors believe there are indicators of impairment, principally in relation to the PI division, they have concluded that goodwill is not impaired. Within the total is GBP8.5m of intangible assets (2015: GBP8.5m) and this relates largely to intangible assets identified on business combinations for items such as customer contracts, brands and IT related assets.
Adjusted net debt
The Group considers that its adjusted net debt comprises cash and cash equivalents, borrowings and other payables relating to a discontinued pre-LASPO ATE product. At 31 December 2016, adjusted net debt was GBP8.2m (2015: GBP8.3m).
Cash and cash equivalents
At 31 December 2016 the Group had GBP4.8m of cash and cash equivalents (2015: GBP10.1m). All of the Group's cash is held in its trading entities and the Group takes advantage of short-term deposit rates in maximising its interest returns.
Borrowings
At 31 December 2016 the Group had GBP11.1m of other interest-bearing loans and borrowings (2015: GBP14.8m). The current level of borrowings is due for repayment as follows:
Date due GBPm ------------------ ------ 30 June 2017 1.875 29 December 2017 1.875 29 June 2018 1.875 31 December 2018 1.875 28 June 2019 1.875 31 December 2019 1.875
The reported total of GBP11.1m is net of GBP0.2m of prepaid bank arrangement fees that are to be expensed over the term of the loan. The current rate of interest payable on these borrowings is 1.65% above LIBOR.
The Group has an additional undrawn facility of GBP5.0m (2015: GBP5.0m) which can be utilised for working capital or for acquisitions. The current rate of interest payable on this undrawn facility is 0.66%. Once drawn the interest payable would be 1.65% above LIBOR.
Other payables relating to a discontinued pre-LASPO ATE product
At 31 December 2016 the Group had GBP1.9m of other payables relating to a legacy pre-LASPO ATE product (2015: GBP3.6m). This amount is payable to Allianz for previously received commissions when certain policies either fail or are abandoned. The liability is calculated using actuarial rates and during 2016 GBP1.25m was released to one-off items as a result of more favourable settlements during the year. The balance of GBP1.9m is likely to be repaid over the next three years.
Steve Dolton
Chief Financial Officer
20 March 2017
Consolidated statement of comprehensive income
for the year ended 31 December 2016
Note 2016 2015
GBP000 GBP000
Underlying revenue 1, 2 49,385 50,716
One-off items 4 1,250 -
Total revenue 50,635 50.716
--------------------------------------------------------------------- ----- --------- ------------
Cost of sales (20,809) (25,785)
Underlying gross profit 28,576 24,931
One-off items 4 1,250 -
Gross profit 29,826 24,931
--------------------------------------------------------------------- ----- --------- ------------
Administrative expenses 3 (13,665) (10,812)
--------------------------------------------------------------------- ----- --------- ------------
Underlying operating profit 17,985 15,622
Share-based payments 19 (1,052) (833)
Amortisation of intangible assets acquired on business combinations 13 (1,327) (259)
One-off items 4 555 (411)
--------------------------------------------------------------------- ----- --------- ------------
Total operating profit 2 16,161 14,119
Financial income 6 43 59
Financial expense 7 (403) (228)
--------- ------------
Profit before tax 15,801 13,950
Taxation 8 (3,577) (3,184)
--------- ------------
Profit for the year and total comprehensive income 12,224 10,766
========= ============
All profits and losses and total comprehensive income are attributable to the owners of the
Company.
Note 2016 2015
p p
Basic earnings per share (p)
Group 20 27.0 25.6
===== =====
Diluted earnings per share (p)
Group 20 26.5 25.0
===== =====
Consolidated statement of financial position
At 31 December 2016
Note 2016 2015
GBP000 GBP000
Non-current assets
Goodwill 12 60,362 59,238
Intangible assets 13 8,474 8,452
Property, plant and equipment 14 327 259
Deferred tax asset 9 38 68
--------- ---------
69,201 68,017
--------- ---------
Current assets
Trade and other receivables 15 10,287 8,044
Cash and cash equivalents 4,814 10,056
--------- ---------
15,101 18,100
--------- ---------
Total assets 84,302 86,117
========= =========
Current liabilities
Other interest-bearing loans and borrowings 16 (3,693) (3,693)
Trade and other payables 17 (7,631) (8,949)
Other payables relating to legacy pre-LASPO ATE product 2 (1,912) (3,601)
Tax payable (1,937) (1,976)
Deferred tax liability 10 (1,914) (1,738)
--------- ---------
(17,087) (19,957)
--------- ---------
Non-current liabilities
Other interest-bearing loans and borrowings 16 (7,396) (11,089)
Total liabilities (24,483) (31,046)
========= =========
Net assets 59,819 55,071
========= =========
Equity
Share capital 18 113 113
Share option reserve 1,939 1,121
Share premium 14,507 14,262
Merger reserve (66,928) (66,928)
Retained earnings 110,188 106,503
Total equity 59,819 55,071
========= =========
These financial statements were approved by the Board of Directors on 20 March 2017 and were signed on its behalf by:
J R Atkinson
Director
Company registered number: 08996352
Consolidated statement of changes in equity
for the year ended 31 December 2016
Share Share option Share Merger Retained
capital reserve premium reserve earnings Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Balance at 1 January 2015 103 288 49,533 (50,000) 36,250 36,174
Total comprehensive income for
the year
Profit for the year - - - - 10,766 10,766
Total comprehensive income 103 288 49,533 (50,000) 47,016 46,940
--------- ------------- --------- --------- ---------- --------
Transactions with owners, recorded
directly in equity
Bonus issue of capital reduction
shares (note 24) 16,928 - - (16,928) - -
Capital reduction shares cancelled
(note 24) (16,928) - - - 16,928 -
Capital reduction (note 24) - - (49,533) - 49,533 -
Issue of new Ordinary Shares (note
24) 10 - 14,262 - - 14,272
Share based payments (note 19) - 833 - - - 833
Dividends paid - - - - (6,974) (6,974)
Balance at 31 December 2015 113 1,121 14,262 (66,928) 106,503 55,071
--------- ------------- --------- --------- ---------- --------
Total comprehensive income for
the year
Profit for the year - - - - 12,224 12,224
Total comprehensive income 113 1,121 14,262 (66,928) 118,727 67,295
--------- ------------- --------- --------- ---------- --------
Transactions with owners, recorded
directly in equity
Issue of new Ordinary Shares (note
24) - - 160 - - 160
Exercise of share options (note
24) - (85) 85 - - -
Share based payments (note 19) - 903 - - - 903
Dividends paid - - - - (8,539) (8,539)
Balance at 31 December 2016 113 1,939 14,507 (66,928) 110,188 59,819
========= ============= ========= ========= ========== ========
Consolidated cash flow statement
for the year ended 31 December 2016
Note 2016 2015
GBP000 GBP000
Cash flows from operating activities
Profit for the year 12,224 10,766
Adjustments for:
Depreciation 3 170 175
Amortisation 13 1,352 261
Financial income 6 (43) (59)
Financial expense 7 403 228
Share based payments 19 1,052 833
Taxation 8 3,577 3,184
--------- ---------
18,735 15,388
Increase in trade and other receivables (1,876) (813)
(Decrease)/Increase in trade and other payables (1,868) 226
Decrease in other payables relating to legacy pre-LASPO ATE product 2 (1,689) (2,910)
--------- ---------
13,302 11,891
Interest paid (346) (216)
Tax paid (3,692) (3,127)
--------- ---------
Net cash from operating activities 9,264 8,548
--------- ---------
Cash flows from investing activities
Acquisition of property, plant and equipment 14 (232) (195)
Interest received 43 59
Intangible assets acquired 13 (393) (51)
Consideration paid for the acquisition of subsidiaries 11 (2,090) (33,681)
Cash acquired from business combinations 295 5,572
--------- ---------
Net cash used in investing activities (2,377) (28,296)
--------- ---------
Cash flows from financing activities
New share issue 160 14,272
Repayment of borrowings (3,750) (5,901)
New borrowings acquired - 15,000
Bank arrangement fees for new borrowings - (230)
Dividends paid (8,539) (6,974)
--------- ---------
Net cash used in financing activities (12,129) 16,167
--------- ---------
Net decrease in cash and cash equivalents (5,242) (3,581)
Cash and cash equivalents at 1 January 10,056 13,637
--------- ---------
Cash and cash equivalents at 31 December 21 4,814 10,056
========= =========
Notes
(forming part of the financial statements)
1 Accounting policies
Basis of preparation
Consolidated Financial Statements
The preliminary financial information does not constitute statutory accounts for the Group for the financial periods ended 31 December 2016 and 31 December 2015, but has been derived from those accounts. Statutory accounts for the financial period ended 31 December 2015 have been delivered to the Registrar of Companies and those for the period ended 31 December 2016 will be delivered in due course. The auditors have reported on those accounts and their reports were unqualified, did not include reference to any matters to which the auditors drew attention by way of emphasis without qualifying their reports, and did not contain statements under section 498(2) or (3) of the Companies Act 20016.
The Consolidated Financial Statements for the year ended 31 December 2016 have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The consolidated financial information has been prepared on a going concern basis and under the historical cost convention.
The Directors have prepared cash flow forecasts for the period until 31 March 2018. Based on these, the Directors confirm that there are sufficient cash reserves to fund the business for the period under review, and believe that the Group is well placed to manage its business risk successfully. For this reason they continue to adopt the going concern basis in preparing the financial statements.
Basis of consolidation
The financial statements represent a consolidation of the Company and its subsidiary undertakings as at the Statement of Financial Position date and for the year then ended. In accordance with IFRS 10 the definition of control is such that an investor has control over an investee when: a) it has power over the investee, b) it is exposed, or has the rights, to variable returns from its involvement with the investee and c) has the ability to use its power to affect its returns. All three of these criteria must be met for an investor to have control over an investee. All subsidiary undertakings in which the Group has a greater than 50% shareholding have been consolidated in the Group's results.
The consolidated financial information incorporates the results of business combinations using the purchase method. In the Group statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Group statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases. Acquisition costs are expensed as incurred. This policy does not apply on the acquisition of Consumer Champion Group Limited for which reverse acquisition accounting has been applied.
Use of judgements and estimates
The preparation of financial statements in conformity with IFRSs requires management to make judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised and in any future years affected.
Revenue, other than pre and post-LASPO ATE income, is not considered to be a key judgement or estimate.
Judgements
In applying the Group's accounting policies, management has applied judgement in the following area that has a significant impact on the amounts recognised in the financial statements.
Intangible assets
When the Group makes an acquisition, management determines whether any intangible assets should be recognised separately from goodwill and what value to attribute to those assets.
Estimates
Discussed below are key assumptions concerning the future, and other key sources of estimation at the reporting date, that have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.
Impairment of goodwill
The Group determines, on an annual basis, whether goodwill is impaired. This requires an estimation of the future cash flows of the cash generating units (CGUs) to which the goodwill is allocated; see note 12.
Contingent consideration
When the Group acquires businesses, total consideration may consist of additional amounts payable on agreed post-completion dates. These further amounts are contingent on the acquired business meeting agreed performance targets. At the date of acquisition, the Group reviews the profit and cash forecasts for the acquired business and estimates the amount of contingent consideration that is likely to be due.
Recoverability of trade receivables
Trade receivables are reflected net of an estimated provision for impairment losses. This provision considers the past payment history and the length of time that the debt has remained unpaid; see notes 15 and 21.
New standards, interpretations and amendments not yet effective
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
-- Amendments to IAS 7: Disclosure Initiative - Effective for annual reporting periods beginning on or after 1 January 2017, with early application permitted.
-- IAS 12: Recognition of deferred tax assets for unrealised losses - Effective for annual reporting periods beginning on or after 1 January 2017.
-- IFRS 9: Financial Instruments - Effective for annual reporting periods beginning on or after 1 January 2018, with early application permitted.
-- IFRS 15: Revenue from Contracts with Customers - Effective for annual reporting periods beginning on or after 1 January 2018, with early application permitted.
-- IFRS 16: Leases - Effective for annual reporting periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15: Revenue from Contracts with Customers at or before the date of initial application of IFRS 16.
A review of IFRS 16: Leases, which is not yet endorsed and not available for early adoption, will be conducted to determine its impact on the Group. The Group has considered the impact of the other standards and revisions above and concluded that these will not have a material impact on the Group's financial statements.
Use of non-GAAP measures
The Directors believe that underlying operating profit, underlying revenue, underlying operating cash and adjusted net debt provide additional useful information for shareholders on underlying trends and performance. These measures are used for performance analysis and are considered useful as they relate to the core underlying trading activities of the Group i.e. they reflect the current ongoing activities of the Group and do not include any items that relate to significant one-off projects that are not expected to recur or any items that relate to activities that are outside the normal course of trading (e.g. acquisitions or share based costs that are not directly related to the current operating performance of the Group). Underlying operating profit, underlying revenue,
underlying operating cash and adjusted net debt are not defined by IFRS and therefore may not be directly comparable to other companies' adjusted profit, revenue, cash or debt measures. They are not intended to be a substitute for, or superior to IFRS measurements of operating profit.
The adjustments made to reported revenue are:
one-off revenues - fees related to one-off revenues in relation to release of the ATE liability that are not expected to recur and are not related to the continuing core operations of the business.
The adjustments made to reported operating profit are:
IFRS 2 Share Based Payments - non-cash Group Income Statement charge for share based payments and related National Insurance costs. IFRS 2 requires the fair value of equity instruments measured at grant date to be spread over the period during which the employees become unconditionally entitled to the options. This is a non-cash charge and has been excluded from underlying operating profit as it does not reflect the underlying core trading performance of the Group.
IFRS 3 (Revised) Business Combinations - intangible asset amortisation charges and costs arising from acquisitions. Under IFRS 3 intangible assets are required to be amortised on a straight-line basis over their useful economic life and as such this is a non-cash charge that does not reflect the underlying performance of the business acquired. Similarly, the standard requires all acquisition costs to be expensed in the Group Income Statement. Due to their nature, these costs have been excluded from underlying operating profit as they do not reflect the underlying core trading performance of the Group.
Other one-off costs/income - these relate to certain one-off costs associated with the Group's acquisition activities including any costs in relation to aborted acquisitions, reorganisation costs associated with one-off projects that are not related to the core operations of the business and one-off income for the release of previously recognised liability for pre-LASPO ATE. These have been excluded from underlying operating profit as they do not reflect the underlying core trading performance of the Group.
Going concern
The Group had cash balances of GBP4,814,000 (2015: GBP10,056,000), net assets of GBP59,819,000 (2015: GBP55,071,000) and net current liabilities of GBP1,986,000 (2015: GBP1,857,000) as at each year end.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully. As part of the normal management process, detailed forecasts of future trading, profits and cashflows on a CGU by CGU basis are prepared, which includes the impact for possible changes in market or regulatory conditions. Based on these projections, the Board remains positive about the Group's short and medium-term prospects.
Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual report and financial statements.
Revenue
Personal Injury - Revenue is from the provision of enquiries to the Panel Law Firms, based on a cost plus margin model, on provision of the lead, plus commissions received from providers for the sale of additional products by them to the Panel Law Firms on sale of that product. Revenue recognised is equal to the cash received with no further clawback or commitments except where solicitor income gives rise to variable consideration, in which case the revenue recognised is equal to managements' best estimate of the future expected cash flows discounted for the time value of money. Where a contract contains elements of variable consideration, the turnover recognised is the amount that is probable and can be reliably estimated, discounted for the time value of money.
Pre-LASPO ATE - Revenue from commissions received from the insurance provider for the use of after the event policies by Panel Law Firms. From 1 April 2013, this product was no longer available as a result of LASPO regulatory changes.
Critical Care - Revenue from the provision of expert witness reports and case management support within the medico-legal framework for multi-track cases. Revenue is recognised on the completion and delivery of reports and provision of case management services.
Residential Property - Revenue from the provision of online marketing services to target home buyers and sellers in England and Wales and offering lead generation services to Panel Law Firms and surveyors in the conveyancing sector. Revenue is recognised on a fixed-fee basis on the transfer of instruction to Panel Law Firms. Search revenue is recognised as revenue in the period in which the search is delivered.
All revenue is stated net of Value Added Tax. The entire revenue arose in the United Kingdom.
Goodwill
Goodwill represents the excess of the fair value of the consideration given over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised but is tested for impairment annually and again whenever indicators of impairment are detected and is carried at cost less any provision for impairment. Any impairment is recognised in the statement of comprehensive income.
Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Intangible assets are amortised on a straight-line basis over their estimated useful lives as follows:
-- Technology related intangibles - 5 to 10 years -- Contract related intangibles - 3 to 10 years -- Brand names - 3 to 10 years -- Other intangible assets - 3 years
No amortisation is charged on assets under construction as these are not yet in use.
Depreciation
Depreciation is calculated to write off the cost, less estimated residual value, of property, plant and equipment by equal instalments over their estimated useful economic lives as follows:
Fixtures and fittings including:
-- Office equipment - 3 to 5 years -- Computers - 3 years
Operating leases
Operating lease rentals are charged to the income statement on a straight-line basis over the period of the lease.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances.
Taxation
Tax on the income statement for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
Classification of financial instruments issued by the Group
Financial instruments issued by the Group are treated as equity (i.e. forming part of equity) only to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company (or Group); and
b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated with financial instruments that are classified as part of shareholders' funds are dealt with as appropriations in the reconciliation of movements in equity.
Employee share schemes
The share option plans allow employees of the Group to acquire shares of the Company. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting.
Impairment
The carrying amounts of the Group's non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the CGU). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to CGUs. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
2 Operating segments
Personal Pre-LASPO Critical Residential Other One-off Total
Injury ATE Care Property segments items
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------------- --------- ----------- ------------ ------------ ----------- ------------ ------------
Year ended 31 December
2016
Revenue 30,011 1,250 10,353 9,021 - - 50,635
Depreciation and
amortisation (89) - (44) (147) - (1,242) (1,522)
Operating profit/(loss) 14,112 1,155 3,786 1,391 (1,304) (2,979) 16,161
Financial income 14 - 19 - 10 - 43
Financial expenses (1) - (5) - (397) - (403)
Profit/(Loss) before tax 14,125 1,155 3,800 1,391 (1,691) (2,979) 15,801
Trade receivables 1,935 - 3,929 343 - - 6,207
Segment liabilities (5,227) (1,982)* (1,035) (765) (503) (31) (9,543)
Capital expenditure
(including intangibles) 608 - 96 46 - - 750
------------------------- --------- ----------- ------------ ------------ ----------- ------------ ------------
Year ended 31 December
2015
Revenue 45,081 - 2,113 3,522 - - 50,716
Depreciation and
amortisation (160) - (5) (22) (249) - (436)
Operating profit/(loss) 15,528 - 644 825 (1,375) (1,503) 14,119
Financial income 49 - - - 10 - 59
Financial expenses - - - (2) (226) - (228)
Profit/(Loss) before tax 15,577 - 644 823 (1,591) (1,503) 13,950
Trade receivables 2,646 - 3,351 215 - - 6,212
Segment liabilities (6,960) (3,601) (884) (298) (807) - (12,550)
Capital expenditure
(including intangibles) 82 - - 113 - - 195
------------------------- --------- ----------- ------------ ------------ ----------- ------------ ------------
*Pre-LASPO ATE liabilities include the balance of commissions received in advance that are due to be paid back to the insurance provider of GBP1,912,000 and accruals for associated costs of GBP70,000.
Geographic information
All revenue and assets of the Group are based in the UK.
Operating segments
The expansion of the Group in the prior year resulted in a change to the way the segments are reviewed by the entity's Chief Operating Decision Maker (CODM) being the Board, for performance assessment and resource allocation decisions. The segments used in reporting by the CODM, and considered relevant to the business are segmented on a product basis. These segments are:
Personal Injury - Revenue from the provision of enquiries to the Panel Law Firms, based on a cost plus margin model, plus commissions received from providers for the sale of additional products by them to the Panel Law Firms.
Pre-LASPO ATE - Revenue is commissions received from the insurance provider for the use of after the event policies by panel law firms. From 1 April 2013, this product was no longer available as a result of LASPO regulatory changes. Included in the balance sheet is a liability that has been separately identified due to its material value. This balance is commissions received in advance that are due to be paid back to the insurance provider. No interest is due on this liability.
Critical Care - Revenue from the provision of expert witness reports and case management support within the medico-legal framework for multi-track cases.
Residential Property (previously Conveyancing) - Revenue from the provision of online marketing services to target home buyers and sellers in England and Wales, offering lead generation services to Panel Law Firms and surveyors in the conveyancing sector and the provision of conveyancing searches for solicitors and licensed conveyancers.
Other segments - Costs that are incurred in managing Group activities or not specifically related to a product.
One-off items - Costs associated with the acquisition of subsidiary undertakings, reorganisation costs associated with one-off projects that are not related to the core operations of the business, release of ATE liability and including share based payments and amortisation charges on intangible assets recognised as part of business combinations.
Cash flows from operating activities
A reconciliation of operating profit to cash generation from operations has been presented below separately identifying net cash flows relating to underlying operations (comprising cash flows associated with Personal Injury, Critical Care, Residential Property and other segments), the Pre- LASPO ATE product segment and one-off items.
Reconciliation of operating profit to net cash flows from operating activities
12 months ended 31 December 2016 Underlying operations Pre-LASPO ATE Sub-total One-off items Total
GBP000 GBP000 GBP000 GBP000 GBP000
Operating profit 15,606 1,155 16,761 (600) 16,161
Amortisation of intangible assets
acquired on business combinations 1,327 - 1,327 - 1,327
Equity-settled share based payments 1,052 - 1,052 - 1,052
---------------------- -------------- ---------- -------------- --------
Underlying operating profit 17,985 1,155 19,140 (600) 18,540
Depreciation and amortisation 195 - 195 - 195
Increase in trade/other receivables (1,876) - (1,876) - (1,876)
(Decrease)/Increase in trade/other
payables (1,969) 70 (1,899) 31 (1,868)
Decrease in liabilities relating to
pre-LASPO ATE product - (1,689) (1,689) - (1,689)
Net cash flows from operating
activities before interest and tax 14,335 (464) 13,871 (569) 13,302
Interest paid (346) - (346) - (346)
Tax paid (3,692) - (3,692) - (3,692)
---------------------- -------------- ---------- -------------- --------
Net cash from operating activities 10,297 (464) 9,833 (569) 9,264
====================== ============== ========== ============== ========
12 months ended 31 December 2015 Underlying operations Pre-LASPO ATE Sub-total One-off items Total
GBP000 GBP000 GBP000 GBP000 GBP000
Operating profit 14,530 - 14,530 (411) 14,119
Amortisation of intangible assets
acquired on business combinations 259 - 259 - 259
Equity-settled share based payments 833 - 833 - 833
---------------------- -------------- ---------- -------------- --------
Underlying operating profit 15,622 - 15,622 (411) 15,211
Depreciation 177 - 177 - 177
Increase in trade/other receivables (813) - (813) - (813)
Increase in trade/other payables 226 - 226 - 226
Decrease in liabilities relating to
pre-LASPO ATE product - (2,910) (2,910) - (2,910)
Net cash flows from operating
activities before interest and tax 15,212 (2,910) 12,302 (411) 11,891
Interest Paid (216) - (216) - (216)
Tax Paid (3,127) - (3,127) - (3,127)
---------------------- -------------- ---------- -------------- --------
Net cash from operating activities 11,869 (2,910) 8,959 (411) 8,548
====================== ============== ========== ============== ========
3 Administrative expenses and auditor's remuneration
Included in the consolidated statement of comprehensive income are the following:
2016 2015
GBP000 GBP000
Depreciation of property, plant and equipment 170 175
Amortisation of intangible assets (not relating to business combinations) 25 2
Amortisation of intangible assets relating to business combinations 1,327 259
Operating leases - land and buildings 361 220
Operating leases - other 63 50
Auditor's remuneration 95 169
======= =======
The analysis of auditor's remuneration is as follows: 2016 2015
GBP000 GBP000
Audit services - statutory audit 77 69
======= =======
Other assurance services - 9
Taxation compliance 18 11
Taxation advisory services - 6
Corporate finance services - 74
Total non-audit remuneration 18 100
======= =======
4 One-off items
One-off items included in the income statement are summarised below:
2016 2015
GBP000 GBP000
Legal and professional fees relating to acquisitions (1) 78 570
Release of pre-LASPO ATE liability and associated costs(2) (1,155) -
Personal Injury reorganisation costs(3) 522 -
IPO related costs (4) - (183)
Vendors' consultancy fees on Fitzalan acquisition (5) - 24
(555) 411
======== =======
1. Legal and professional fees paid in relation to the acquisitions of Searches UK Limited (2016) and Fitzalan, BVC and Bush (2015), including due diligence costs and Stamp Duty.
2. Previously recognised liabilities for pre-LASPO ATE commissions received in advance of GBP1,250,000 have been released in the year as a result of more favorable settlements. These have been offset by associated costs of GBP95,000.
3. Personal Injury reorganisation costs relate to costs associated with one-off projects that are not related to the core operations of the business.
4. Previously recognised accruals in respect of the IPO of GBP183,000 were released in the prior year.
5. Fees paid to former senior management of Fitzalan for consultancy services provided in the business post-acquisition.
5 Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of Employees
2016 2015
Directors 5 4
Others 195 154
200 158
========== ==========
The aggregate payroll costs of these persons were as follows:
2016 2015
GBP000 GBP000
Wages and salaries 6,821 5,969
Share based payments (see note 19) 1,052 833
Social security costs 723 597
Pension costs 65 31
8,661 7,430
========== ==========
6 Financial income
2016 2015
GBP000 GBP000
Bank interest income 25 59
Investment income 18 -
43 59
======= =======
7 Financial expense
2016 2015
GBP000 GBP000
On bank loans 340 216
Bank charges 63 12
Total finance expense 403 228
======= =======
8 Taxation
Recognised in the consolidated statement of comprehensive income 2016 2015
GBP000 GBP000
Current tax expense
Current tax on income for the year 3,582 3,175
Adjustments in respect of prior years (35) -
Total current tax 3,547 3,175
------- -------
Deferred tax expense
Origination and reversal of timing differences 30 9
Total deferred tax 30 9
------- -------
Tax expense in income statement 3,577 3,184
------- -------
Total tax charge 3,577 3,184
======= =======
The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretation of tax law and prior experience.
Reconciliation of effective tax rate 2016 2015
GBP000 GBP000
Profit for the year 12,224 10,766
Total tax expense 3,577 3,184
------- -------
Profit before taxation 15,801 13,950
Tax using the UK corporation tax rate of 20.0% (2015: 20.25%) 3,160 2,825
Income disallowable for tax purposes (3) -
Non-deductible expenses 455 345
Adjustments in respect of prior years (35) -
Short-term timing differences for which no deferred tax is recognised - 14
Total tax charge 3,577 3,184
======= =======
Changes in tax rates and factors affecting the future tax charge
A reduction in the UK corporation tax rate from 21.0% to 20.0% (effective from 1 April 2015) was substantively enacted on 2 July 2013. Further reductions to 19.0% (effective from 1 April 2017) and to 18.0% (effective from 1 April 2020) was substantively enacted on 26 October 2015 and an additional reduction to 17.0% (effective from 1 April 2020) was substantively enacted on 6 September 2016. This will reduce the Group's future current tax charge accordingly. The deferred tax assets and liabilities at 31 December 2016 have been calculated based on these rates.
9 Deferred tax asset
2016 2015
GBP000 GBP000
At beginning of year 68 77
Recognised in profit and loss (see note 8) (30) (9)
Deferred tax asset at end of year 38 68
======= =======
The asset for deferred taxation consists of the tax effect of temporary differences in respect of:
Property, plant & equipment Bad debt provisions Total
GBP000 GBP000 GBP000
At 1 January 2015 63 14 77
Recognised in profit and loss (19) 10 (9)
At 31 December 2015 44 24 68
Recognised in profit and loss (23) (7) (30)
At 31 December 2016 21 17 38
============================ ==================== =======
10 Deferred tax liability
2016 2015
GBP000 GBP000
At beginning of year 1,738 -
Arising on business combination (see note 11) 176 1,738
Deferred tax liability at end of year 1,914 1,738
======= =======
11 Acquisitions
Acquisition of Searches UK Limited
On 11 January 2016 the Group acquired the entire share capital of Searches UK Limited (Searches). Searches is a conveyancing search provider in England and Wales predominantly for residential property transactions.
Acquisition of Bush & Company Rehabilitation Limited
On 14 October 2015 the Group acquired the entire share capital of Bush & Company Rehabilitation Limited (Bush). Bush is a leading provider of expert witness reports and case management support within the medico-legal framework for multi-track cases.
Acquisition of Best Value Conveyancing
On 30 June 2015, Fitzalan Partners Limited (Fitzalan) acquired the trading assets of Best Value Conveyancing (BVC). BVC provides lead generation services to law firms in the conveyancing sector.
Acquisition of Fitzalan Partners Limited
On 17 February 2015 the Group acquired the entire share capital of Fitzalan. Fitzalan is an online marketing specialist servicing home buyers and sellers in England and Wales.
Fair values
The acquisitions had the following effect on the Group's assets and liabilities:
Searches Total 2016 Fitzalan BVC Bush Total 2015
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Intangible assets 881 881 352 199 8,111 8,662
Revaluation of intangible assets - - - (25) - (25)
Tangible assets 6 6 - - 53 53
Trade and other receivables 369 369 141 - 3,362 3,503
Cash and cash equivalents 295 295 626 - 4,946 5,572
Trade and other payables (419) (419) (445) - (1,231) (1,676)
Deferred tax liability (176) (176) (71) (40) (1,627) (1,738)
------------------- ----------- --------- ------- -------- -----------
Net assets acquired 956 956 603 134 13,614 14,351
Goodwill arising on acquisition 1,124 1,124 3,709 40 15,592 19,341
Fair value of net assets acquired and
goodwill arising 2,080 2,080 4,312 174 29,206 33,692
=================== =========== ========= ======= ======== ===========
Cash consideration 2,080 2,080 3,512 163 28,599 32,274
Fair value of deferred consideration - - 800 11 607 1,418
Fair value of net assets acquired and
goodwill arising 2,080 2,080 4,312 174 29,206 33,692
=================== =========== ========= ======= ======== ===========
The Group incurred acquisition related costs of GBP78,000 (2015: GBP570,000) related to professional fees paid for due diligence, general professional fees and legal related costs. These costs have been included in one-off items in the Group's consolidated statement of comprehensive income.
At 31 December 2016 GBPnil (2015: GBP36,000) deferred consideration remained outstanding in respect of the BVC acquisition. During 2016 the final amount was settled at GBP11,000 with the resulting GBP25,000 of the deferred consideration being released.
For all acquisitions made in the year, fair values remain provisional, but will be finalised within 12 months of acquisition.
12 Goodwill
Critical
Personal Injury Care Residential Property Total
GBP000 GBP000 GBP000 GBP000
Cost
At 1 January 2015 39,897 - - 39,897
Acquired through business combinations - 15,592 3,749 19,341
At 31 December 2015 39,897 15,592 3,749 59,238
---------------- --------- --------------------- -------
Acquired through business combinations - - 1,124 1,124
At 31 December 2016 39,897 15,592 4,873 60,362
---------------- --------- --------------------- -------
Impairment
At 1 January 2015 - - - -
At 31 December 2015 - - - -
At 31 December 2016 - - - -
---------------- --------- --------------------- -------
Net book value
At 31 December 2015 39,897 15,592 3,749 59,238
At 31 December 2016 39,897 15,592 4,873 60,362
================ ========= ===================== =======
Where goodwill arose as part of a business acquisition, it forms part of the CGUs asset carrying value which is tested for impairment annually. The Group reassessed the CGUs in the prior year in light of the expansion to the Group and the changes to operating segments and has determined that for the purposes of impairment testing, each segment i.e. Personal Injury, Critical Care and Residential Property, is the appropriate level at which to test. Due to the discontinued nature of the pre-LASPO ATE product, no goodwill has been allocated to it.
The recoverable amounts for the CGUs are predominantly based on value in use which is calculated on the cash flows expected to be generated by the division using the latest budget data for the coming year, extrapolated at an annual growth rate for four years and no growth into perpetuity, discounted at a range of pre-tax WACCs of between 10.1% - 12.7% (2015: 8.6%). The range of WACCs represents the different risk profiles of each CGU. For the current year review we have extended the cash flows of Personal Injury for a further three years to take into account the effects of cash flows from deferred term contracts which artificially deflate the cash flows for the first five years of the forecasts. The extended three year period considers cash flows from profits and WIP generated in the initial five year forecast period only and does not include cash flows from further instructions taking place after the initial five years considered. The key assumptions in the value in use calculation are the discount rate and growth rate. The discount rates are based on the Group's pre-tax cost of capital and estimated cost of equity, which the Directors consider equated to market participants rate. The movement in the discount rates compared to the prior year is the result of the increased perceived risk due to the uncertainty over regulatory changes. In preparing the formal budget for the next financial period, expected EBITDA is based on past experience of the performance of the CGUs adjusted for known changes.
The Government has signalled its intention to increase the small claims limit. As some increase is likely in the small claims limit, it is believed that there is as much opportunity as there is risk as to the impact this could have on the profitability of the Personal Injury CGU. The best estimate of the impact of these changes has been factored into the five year forecasts.
Based on the operating performance of the CGUs, no impairment loss was identified in any of the CGUs and for Critical Care and Residential Property there is sufficient headroom to indicate that no reasonable change to key assumptions would result in an impairment of this goodwill. The key average growth assumptions for years one to five were as follows:
2016 2015
Personal Injury (9.2)% 0.0%
Critical Care 10.0% 10.0%
Residential Property 10.0% 10.0%
======= ======
A decrease has been applied to personal injury to factor in the uncertainty over the small claims consultation.
The following table shows the percentage to which the discount rate would need to increase and the percentage by which the budgeted operating cash flows would need to decrease in order for the estimated recoverable amount of the CGUs to be equal to the carrying amount:
Discount Rate Cashflows
2016 2015 2016 2015
Personal Injury 14.1% 45.0% (4.0%) (49.2%)
Critical Care 19.3% 14.3% (15.4%) (10.3)%
Residential Property 88.6% 252.3% (58.6%) (75.3%)
======= ======= ======== =========
The available headroom for each CGU is as follows:
2016 2015
Personal Injury 1,638 22,672
Critical Care 2,580 1,637
Residential Property 5,742 9,511
====== =======
There is limited headroom in the assessment of Personal Injury goodwill impairment. We have considered the effects of this limited headroom and note that:
-- A much higher discount rate has been applied than in prior years to take into account the volatility and the regulatory uncertainty that existed at the year end. Following the regulatory announcement the volatility and risk premium is expected to reduce and stabilise. It is, therefore, felt that this is a time of peak uncertainty and hence the WACC used currently is considered to be at a maximum. Once the risk and uncertainty begin to stabilise and the WACC reduces then the current limited headroom will begin to improve.
-- The current assessment takes no account of cash flows from profits from instructions generated after the five year forecast period. In reality, there is no reason to believe that Personal Injury will not continue trading for the foreseeable future after this 5 year forecast period and hence the cashflows it would generate over its useful economic life would be much higher than those considered by the forecast period even after the effects of discounting.
-- Given the above considerations then the Directors are satisfied that it is appropriate to recognise no impairment against the Personal Injury goodwill.
13 Intangibles assets
Assets under
Technology related Contract related Brand names Other construction Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 31 December 2015 167 7,746 749 47 4 8,713
Revaluation - - (25) - - (25)
Additions - - - 502 16 518
Additions through
business
combinations - 720 161 - - 881
------------------- ----------------- ------------ ------- ---------------------- -------
At 31 December 2016 167 8,466 885 549 20 10,087
=================== ================= ============ ======= ====================== =======
Amortisation
At 31 December 2015 22 214 23 2 - 261
Amortisation charge
for the year - - - 25 - 25
Amortisation charge
on business
combinations 20 1,072 235 - - 1,327
------------------- ----------------- ------------ ------- ---------------------- -------
At 31 December 2016 42 1,286 258 27 - 1,613
=================== ================= ============ ======= ====================== =======
Net book value
At 31 December 2015 145 7,532 726 45 4 8,452
------------------- ----------------- ------------ ------- ---------------------- -------
At 31 December 2016 125 7,180 627 522 20 8,474
=================== ================= ============ ======= ====================== =======
The intangible assets recognised on business combinations were acquired as part of the acquisition of Searches UK Limited.
Assets under
Technology related Contract related Brand names Other construction Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 31 December 2014 - - - - - -
Additions - - - 47 4 51
Additions through
business
combinations 167 7,746 749 - - 8,662
------------------- ----------------- ------------ ------- ---------------------- -------
At 31 December 2015 167 7,746 749 47 4 8,713
=================== ================= ============ ======= ====================== =======
Amortisation
At 31 December 2014 - - - - - -
Amortisation charge
for the year - - - 2 - 2
Amortisation charge
on business
combinations 22 214 23 - - 259
------------------- ----------------- ------------ ------- ---------------------- -------
At 31 December 2015 22 214 23 2 - 261
=================== ================= ============ ======= ====================== =======
Net book value
At 31 December 2014 - - - - - -
------------------- ----------------- ------------ ------- ---------------------- -------
At 31 December 2015 145 7,532 726 45 4 8,452
=================== ================= ============ ======= ====================== =======
14 Property, plant and equipment
Fixtures & fittings & total
GBP000
Cost
At 1 January 2016 1,434
Additions 232
Additions through business combinations 6
At 31 December 2016 1,672
============================
Depreciation and impairment
At 1 January 2016 1,175
Depreciation charge for the year 170
At 31 December 2016 1,345
============================
Net book value
At 31 December 2015 259
At 31 December 2016 327
============================
Fixtures & fittings & total
GBP000
Cost
At 1 January 2015 1,072
Additions 195
Additions through business combinations 167
At 31 December 2015 1,434
============================
Depreciation and impairment
At 1 January 2015 886
Additions through business combinations 114
Depreciation charge for the year 175
At 31 December 2015 1,175
============================
Net book value
At 31 December 2014 186
At 31 December 2015 259
============================
15 Trade and other receivables
2016 2015
GBP000 GBP000
Trade receivables: due in less than one year 5,382 5,526
Trade receivables: due in more than one year 825 686
Accrued income 3,572 361
Other receivables 140 1,140
------- -------
9,919 7,713
Prepayments 368 331
10,287 8,044
======= =======
16 Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's other interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the Group's exposure to interest rate risk, see note 21.
2016 2015
GBP000 GBP000
Current liabilities
Current portion of secured bank loans 3,750 3,750
Less future finance charges (57) (57)
------- -------
3,693 3,693
------- -------
Non-current liabilities
Secured bank loans 7,500 11,250
Less future finance charges (104) (161)
------- -------
7,396 11,089
------- -------
Total other interest-bearing loans and borrowings 11,089 14,782
======= =======
Terms and debt repayment schedule
Nominal Year of Carrying Carrying
Currency interest rate maturity Face value amount Face value amount
2016 2016 2015 2015
GBP000 GBP000 GBP000 GBP000
1.65% above
Bank loan(1) GBP Libor 2019 11,250 11,250 15,000 15,000
11,250 11,250 15,000 15,000
=========== ============== =========== ==============
1. The remaining loan of GBP11,250,000 is repayable over six instalments of GBP1,875,000 every six months starting on 30 June 2017. Interest is payable at 1.65% above LIBOR.
17 Trade and other payables
2016 2015
GBP000 GBP000
Trade payables 2,755 3,434
Other taxation and social security 823 517
Other payables, accruals and deferred revenue 2,740 3,455
Customer deposits 1,313 1,543
7,631 8,949
======= =======
18 Share capital
2016 2015
Number of shares
'A' Ordinary Shares of GBP0.0025 each 45,349,629 45,265,000
45,329,629 45,265,000
=========== ===========
GBP000 GBP000
Allotted, called up and fully paid
45,349,629 (2015: 45,265,000) 'A' Ordinary Shares of GBP0.0025 each 113 113
113 113
=========== ===========
Shares classified in equity 113 113
113 113
=========== ===========
19 Share based payments
The Group operates three employee share plans as follows:
SAYE plan
Options may be satisfied by newly issued Ordinary Shares, Ordinary Shares purchased in the market by an employees' trust or by the transfer of Ordinary Shares held in treasury.
EMI Scheme
The EMI Plan provides for the grant, to selected employees of the Group, of rights to acquire (whether by subscription or market purchase) Ordinary Shares in the Company (Options). Options may be granted as tax-favoured enterprise management incentive options (EMI Options) or non-tax favoured Options.
LTIP
The LTIP will enable selected employees (including Executive Directors) to be granted awards in respect of Ordinary Shares. Awards may be granted in the form of nil or nominal cost options to acquire Ordinary Shares; or contingent rights to receive Ordinary Shares. Awards may be satisfied by newly issued Ordinary Shares, Ordinary Shares purchased in the market by an employees' trust or by the transfer of Ordinary Shares held in treasury.
The terms and conditions of grants of share options to employees of the Group, in the shares of NAHL Group plc are as follows:
Grant date/employees entitled/nature of scheme Number of instruments Vesting conditions Contractual life of options SAYE Equity-settled award to 35 employees granted by the parent Third anniversary of Date of company on 29 May 2014 179,436 ordinary shares Performance -based Grant LTIP Equity-settled award to 4 employees granted by the parent Third anniversary of Date of company on 29 May 2014 763,962 ordinary shares Performance - based Grant EMI Equity-settled award to 7 employees granted by the parent company on 11 December 2014 708,330 ordinary shares Performance -based Announcement of 2016 results EMI Equity-settled award to 4 employees granted by the parent Third anniversary of Date of company on 13 April 2015 257,156 ordinary shares Performance -based Grant EMI Equity-settled award to 2 employees granted by the parent Third anniversary of Date of company on 9 October 2015 135,886 ordinary shares Performance -based Grant
EMI Equity-settled award to 1 employee granted by the parent Third anniversary of Date of company on 2 December 2015 120,689 ordinary shares Performance -based Grant EMI Equity-settled award to 1 employee granted by the parent Third anniversary of Date of company on 28 October 2016 20,964 ordinary shares Performance -based Grant EMI Equity-settled award to 1 employee granted by the parent Third anniversary of Date of company on 31 October 2016 61,506 ordinary shares Performance -based Grant EMI Equity-settled award to 1 employee granted by the parent Third anniversary of Date of company on 31 October 2016 62,893 ordinary shares Performance -based Grant
The number and weighted average exercise prices of share options are as follows:
2016 2016 2015 2015
Weighted average Number of options Weighted average Number of options
exercise price exercise price
GBP No. GBP No.
Outstanding at the
beginning of the year 1.69 2,621,842 1.13 1,939,748
Exercised during the
year (1.90) (84,629) - -
Granted during the year 1.38 145,363 3.59 709,656
Cancelled during the
year (1.75) (141,813) - -
Forfeited during the
year (2.89) (229,941) (1.60) (27,562)
Outstanding at the end
of the year 1.53 2,310,822 1.69 2,621,842
Exercisable at the end
of the year 2.00 83,333 - -
A charge of GBP903,000 (2015: GBP833,000) has been made through profit and loss in the current year in relation to the IFRS 2 share option charge and a further GBP149,000 (2015: GBPnil) has been charged to the profit and loss account in respect of a provision for Employer's National Insurance contributions that are expected to arise on the exercise of the LTIP options. The fair value of each employee share option has been measured using the Black-Scholes formula where an expected volatility of 65.0% (2015: 65.0%) has been used as well as a risk-free interest rate (based on government bonds) of 1.0% (2015: 1.0%). Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.
Expected volatility has been based on evaluation of historical volatility of the Company's share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.
20 Earnings per share The calculation of basic earnings per share at 31 December 2016 is based on profit attributable to ordinary shareholders of GBP12,224,000 (2015: GBP10,766,000) and a weighted average number of Ordinary Shares outstanding of 45,294,877 (2015: 42,040,643).
Profit attributable to ordinary shareholders (basic)
GBP000 2016 2015 ---------------------------------- ------- ------- Profit for the year attributable to the shareholders 12,224 10,766
Weighted average number of ordinary shares (basic)
Number Note 2016 2015 -------------------------------------------- ----- ----------- ----------- Issued Ordinary Shares at 1 January 18 45,265,000 41,150,000 Weighted average number of Ordinary Shares at 31 December 45,294,877 42,040,643 -------------------------------------------- ----- ----------- -----------
Basic Earnings per share (p)
2016 2015
------- ----- -----
Group 27.0 25.6
The Group has in place share based payment schemes to reward employees. At 31 December 2016, there were potentially dilutive share options under the Group's share option schemes. The total number of options available for these schemes included in the diluted earnings per share calculation is 775,746 (2015: 938,719). There are no other diluting items.
Diluted Earnings per share (p)
2016 2015
------- ------ -----
Group 26.5 25.0
21 Financial instruments
(a) Fair values of financial instruments
The Group's principal financial instruments comprise interest-bearing borrowings, cash and short-term deposits. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various other financial instruments such as trade and other receivables and trade and other payables that arise directly from its operations.
The main risks arising from the Group's financial instruments are interest rate risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. There have been no substantive changes in the Group's exposure to financial instrument risks or its objectives, policies and processes for managing and measuring those risks during the periods in this report unless otherwise stated.
Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the balance sheet date.
Interest-bearing borrowings
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the balance sheet date.
The interest rate used to discount estimated cash flows of 12.7% (2015: 8.6%) is based on market rates.
The fair values of all financial assets and financial liabilities by class, which approximate to their carrying values, shown in the balance sheet are as follows:
Fair value hierarchy Carrying amount Fair value Carrying amount Fair value
2016 2016 2015 2015
GBP000 GBP000 GBP000 GBP000
Cash and receivables
Cash and cash equivalents 4,814 4,814 10,056 10,056
---------------- ----------- ---------------- -----------
4,814 4,814 10,056 10,056
Trade and other receivables (note 15) 9,919 9,919 7,713 7,713
Total financial assets 14,733 14,733 17,769 17,769
================ =========== ================ ===========
Financial liabilities measured
at amortised cost
Other interest-bearing loans
and borrowings (note 16) Level 2 11,250 11,250 15,000 15,000
Trade payables (note 17) 2,755 2,755 3,434 3,434
---------------- ----------- ---------------- -----------
Total financial liabilities measured at amortised cost 14,005 14,005 18,434 18,434
================ =========== ================ ===========
Fair value hierarchy
IFRS 7 requires fair value measurements to be recognised using a fair value hierarchy that reflects the significance of the inputs used in the value measurements:
Level 1 - inputs are quoted prices in active markets;
Level 2 - a valuation that uses observable inputs for the asset or liability other than quoted prices in active markets; and
Level 3 - a valuation using unobservable inputs, i.e. a valuation technique.
There were no transfers between levels throughout the periods under review.
(b) Credit risk
Financial risk management
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, and arises principally from the Group's receivables from customers and investment securities.
Management consider the credit risk to be low as a result of the deposits held for all significant customers. As at 31 December 2016 these deposits reflect 21.2% (2015: 24.8%) of the balance of trade receivables.
Exposure to credit risk
The maximum exposure to credit risk at the balance sheet date by class of financial instrument was:
2016 2015
GBP000 GBP000
Trade receivables 6,207 6,212
======= =======
Deposits with key customers are held to mitigate the potential credit risk. At each balance sheet date, the amount of deposit held was:
2016 2015
GBP000 GBP000
Customer deposits 1,313 1,543
======= =======
Credit quality of financial assets and impairment losses
The aging of trade receivables at the balance sheet date was:
Gross: Gross: Impair-ment Total Gross: Gross: Impair-ment Total
Standard Deferred Standard Deferred
Terms Terms Terms Terms
2016 2016 2016 2016 2015 2015 2015 2015
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Not past due 2,111 1,916 (48) 3,979 2,789 906 (56) 3,639
Past due (1-30
days) 679 41 - 720 1,140 4 - 1,144
Past due (30-120
days) 862 18 - 880 929 26 (11) 944
Past due (over
120 days) 675 9 (56) 628 584 - (99) 485
4,327 1,984 (104) 6,207 5,442 936 (166) 6,212
=========== ============ ============ ======= ============ ============ ============ =======
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
2016 2015
GBP000 GBP000
Balance at 1 January 166 71
Allowance (released)/recognised (62) 95
Balance at 31 December 104 166
======= =======
The allowance account for trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the trade receivables directly.
(c) Liquidity risk
Financial risk management
Liquidity risk arises from the Group's management of working capital and the finance charges on its debt instruments and repayments of principal. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of overdrafts and loans to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the effects of netting agreements:
2016 Secured bank loans Trade and Total
other payables
GBP000 GBP000 GBP000
Non-derivative financial instruments
Carrying amount (11,250) (2,755) (14,005)
Contractual cash flows:
1 year or less (3,977) (2,755) (6,732)
1 to 2 years (3,895) - (3,895)
2 to 5 years (3,812) - (3,812)
(11,684) (2,755) (14,439)
========================================================== ================ =========
2015 Secured bank loans Trade and Total
other payables
GBP000 GBP000 GBP000
Non-derivative financial instruments
Carrying amount (15,000) (3,434) (18,434)
Contractual cash flows:
1 year or less (4,061) (3,434) (7,495)
1 to 2 years (3,977) - (3,977)
2 to 5 years (7,707) - (7,707)
(15,745) (3,434) (19,179)
=================== ================ =========
(d) Market risk
Financial risk management
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments.
Market risk - foreign currency risk
The Group has no foreign currency risk as all transactions are in Sterling.
Market risk - interest rate risk
Profile
The Group is exposed to interest rate risk from its use of interest-bearing financial instruments. This is a market risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates.
At the balance sheet dates, there were no interest-bearing financial assets; however, the interest rate profile of the Group's interest-bearing financial liabilities was:
2016 2015
GBP000 GBP000
Variable rate instruments
Financial liabilities 11,250 15,000
Total interest-bearing financial instruments 11,250 15,000
======= =======
Sensitivity analysis
A change of 0.5% in interest rates at the balance sheet date would increase/(decrease) profit or loss in the following year by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date.
This analysis assumes that all other variables remain constant and considers the effect of financial instruments with variable interest rates. The analysis is performed on the same basis for the comparative periods.
2016 2015
GBP000 GBP000
Profit for the year
Increase (56) (75)
Decrease 56 75
======= =======
Market risk - equity price risk
The Group does not have an exposure to equity price risk as it holds no investment in equity securities which are classified as available for sale financial assets or designated at fair value through profit or loss.
(e) Capital management
Group
The Group's objectives when maintaining capital are to safeguard the entity's ability to continue as a going concern and to provide an adequate return to shareholders. Capital comprises the Group's equity, i.e. share capital including preference shares, share premium, own shares and retained earnings, as well as bank loans.
22 Operating leases
Non-cancellable operating lease rentals are payable as follows:
2016 2015
GBP000 GBP000
Less than one year 420 182
Between one and five years 936 1,321
1,356 1,503
======= =======
The Group leases a number of office buildings under operating leases. During the year GBP424,000 was recognised as an expense in the income statement in respect of operating leases (2015: GBP270,000).
23 Commitments
Capital commitments
At 31 December 2016 the Group had no capital commitments (2015: GBPnil).
24 Transactions with owners, recorded directly in equity
On 18 June 2015, NAHL Group plc carried out a capital reduction exercise. The steps required to complete the capital reduction have been included within the consolidated statement of changes in equity and have been further explained below:
Bonus issue of capital reduction shares
The amount standing to the credit of the Group's merger reserve in the sum of GBP16,928,000 was capitalised by way of a bonus issue of newly created capital reduction shares with a nominal value of GBP0.41 each.
Capital reduction shares cancelled
The newly created capital reduction shares were cancelled; the amount standing to the credit of the Group's share capital account in the sum of GBP16,928,000 was cancelled and recognised in retained earnings.
Capital reduction
The amount standing to the credit of the Group's share premium account in the sum of GBP49,532,649 was cancelled in full and the amount was recognised in retained earnings.
Following the approval by the Group's shareholders of the resolutions in the capital reduction and the subsequent approval by the Court, the Group's distributable reserves were increased by GBP66,460,649.
Issue of new Ordinary Shares
On the 14 October 2015, 4,115,000 new Ordinary Shares with a par value of GBP0.0025 were issued. These raised an additional GBP14,608,250 funds for the Group. The fees relating to this transaction totalled GBP336,600. These costs have been charged as a reduction to share premium resulting in a net increase to share premium of GBP14,261,363 and share capital of GBP10,287.
Exercise of share options
During the year 84,629 share options were exercised which resulted in the issue of 84,629 new Ordinary Shares with a par value of GBP0.0025. The exercising of these options raised funds of GBP160,508 for the Group. A charge of GBP85,093 has been reclassified from the share option reserve to share premium to reflect the crystalisation of previous charges in respect of these options.
25 Related parties
Transactions with key management personnel
Key management personnel in situ at the 31 December 2016 and their immediate relatives control 4.4% (2015: 4.8%) of the voting shares of the Company.
Key management personnel are considered to be the Directors of the Company as well as those of National Accident Helpline Limited, Fitzalan Partners Limited and Bush & Company Rehabilitation Limited and any other management serving as part of the executive team. Detailed below is the total value of transactions with these individuals.
2016 2015
GBP000 GBP000
Short-term employment benefits 2,241 1,794
Termination benefits 56 -
2,297 1,794
======= =======
26 Net debt
Net debt includes cash and cash equivalents, secured bank loans, loan notes and preference shares.
2016 2015
GBP000 GBP000
Cash and cash equivalents 4,814 10,056
Other interest-bearing loans and loan notes (11,089) (14,782)
Net debt (6,275) (4,726)
========= =========
Set out below is a reconciliation of movements in net debt during the year.
2016 2015
GBP000 GBP000
Net decrease in cash and cash equivalents (5,242) (3,581)
Cash and cash equivalents net outflow/(inflow) from decrease/(increase) in debt and debt
financing 3,693 (8,881)
-------- ---------
Movement in net borrowings resulting from cash flows (1,549) (12,462)
Net (debt)/cash at beginning of year (4,726) 7,736
Net debt at end of year (6,275) (4,726)
======== =========
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ZMGZFLGKGNZM
(END) Dow Jones Newswires
March 21, 2017 03:00 ET (07:00 GMT)
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