Share Name Share Symbol Market Type Share ISIN Share Description
Rbg Holdings Plc LSE:RBGP London Ordinary Share GB00BFM6WL52 ORD GBP0.002
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -2.50 -2.89% 84.00 83.00 85.00 84.00 81.50 83.00 101,467 14:00:28
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Support Services 12.5 3.0 3.8 21.9 67

RBG Holdings PLC Unaudited Interim Results

25/09/2019 7:01am

UK Regulatory (RNS & others)


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RBG Holdings PLC

25 September 2019

25 September 2019

RBG Holdings plc (formerly Rosenblatt Group plc)

("Rosenblatt" or the "Group" or the "Company")

Unaudited Interim Results for the period ended 30 June 2019

RBG Holdings plc (AIM:RBGP), the professional services group (formerly Rosenblatt Group plc), is pleased to announce its unaudited results for the six months ended 30 June 2019.

Financial Highlights:

 
 --   Revenue of GBP10.2 million, up 11.7% (2018 adjusted: GBP9.13 
       million***), including first sale of a participation right 
       in a damages-based agreement (DBA) 
 --   EBITDA of GBP3.84 million, up 25.5% (2018 adjusted*: GBP3.06 
       million***) 
 --   Profit before tax of GBP3.2 million, up 12.2% (2018 adjusted: 
       GBP2.85 million***) 
 --   Profit after tax of GBP2.5 million (2018 adjusted**: GBP2.28 
       million***) 
 --   Balance sheet with net assets of GBP35.3 million, cash of 
       GBP8.7 million and no debt 
 --   Interim dividend of 2 pence per share 
 

* Adjusted EBITDA in 2018 is defined as earnings before interest, tax, share-based payment expense, non-operating exceptional IPO costs, depreciation and amortisation. From 2019, EBITDA is defined as earnings before Interest, Tax, Depreciation and Amortisation

** Adjusted profit before tax is defined as earnings before tax, share-based payment expense, and non-operating exceptional IPO costs in 2018

*** To provide a relative comparison on trading, we have taken the two months of trading in 2018 following the IPO (May and June) and pro-rated for the half year

Operational Highlights:

Operational performance

 
 --   Main practice areas, which are focused on contentious law, 
       namely Dispute Resolution and Employment, have performed 
       well in the current market 
 --   Dispute Resolution revenue was GBP6.3 million with an additional 
       GBP1.4 million of contingent work not yet recognised reflecting 
       our move into more contingent litigation. (2018 adjusted: 
       GBP6.7 million*** and GBP0.28 million of contingent work) 
 --   Corporate and Real Estate divisions have been impacted 
       by the uncertain economic environment with revenues down 
       27% to GBP1.6 million (2018 adjusted: GBP2.1 million**) 
 

Litigation Finance

 
 --   Successfully realised revenues from the sale of a partial 
       participation right in a DBA, generating income of GBP2 
       million 
 --   Cash investment of GBP1.5 million in four cases in the 
       period. In total, the Group has four cases in progress, 
       and three under consideration for finance 
 --   Conservative and prudent accounting approach - 
           1. The provision of legal services is recognised under 
            IFRS 15 when crystallised 
            2. The provision of funding for third-party legal fees 
            is recognised under IFRS 9 
            3. Income from the sale of participation in a DBA is recognised 
            in the period of sale 
 --   All Litigation Assets will be carried at fair value; The 
       judgment of management is that this is currently equal 
       to cost, with only realised gains recorded 
 --   Management will always be prudent in estimating the carrying 
       value 
 

M&A / Name Change

 
            --   Acquired Convex Capital Limited ("Convex") a specialist 
                  sell-side corporate finance boutique, based in Manchester, 
                  UK on 16 September 2019 
            --   The acquisition is in line with the Group's strategy to 
                  diversify the Group beyond legal services and create opportunities 
                  for cross-referrals 
            --   The total consideration for the acquisition, assuming all 
                  earn-out and deferred consideration payments are made is 
                  GBP22 million 
            --   The Board expects the transaction to be immediately, and 
                  materially, earnings and value enhancing. 
            --   To reflect the evolving nature of the Group, from primarily 
                  a provider of legal services, to a broader supplier of 
                  professional services, the name of the Company has been 
                  changed to RBG Holdings plc 
 

Nicola Foulston, CEO, RBG Holdings plc, commented: "The first six months have seen financial and operational progress, in what has been a challenging economic environment. We continue to see double-digit growth in our revenue, and importantly, we are maintaining high net margins on the work we do. In September, we increased the areas in which we can support our clients with the launch of our new White Collar Fraud and Financial Crime division.

"We continue to implement the strategy outlined at the time of our IPO, including growing our litigation finance arm and pursuing M&A opportunities. We have a very prudent approach to litigation finance, including adopting a conservative accounting methodology. In addition, we de-risk our investments by selling on participation rights in the case to third parties which also generates revenue. We have reported the first of such sales today.

"Earlier this month we acquired Convex, a specialist sell-side corporate finance boutique. The acquisition was in line with our approach to M&A. It helps diversify our revenue beyond legal services and creates the opportunity for cross-referrals of business.

"It is important to note that our growth prospects are not just dependant on litigation finance and M&A. We can generate traditional legal service revenues from contentious work at attractive margins. Looking ahead, we are excited by the prospects of the business, especially as the market improves, and as we grow and broaden the professional services, we can provide to clients."

Enquiries:

 
 RBG Holdings plc                                Via Newgate Communications 
  Nicola Foulston, CEO 
 Stifel (Nominated Adviser and Broker)          Tel: +44 (0)20 7710 
                                                 7600 
 Gareth Hunt 
  Stewart Wallace (QE) 
  Tom Marsh 
 Newgate Communications (for media enquiries)   Tel: +44 (0)20 3757 
  Robin Tozer/Tom Carnegie                       6880; rosenblatt@newgatecomms.com 
 

About RBG Holdings plc

RBG Holdings plc is a professional services group, which includes one of the UK's leading law firms, Rosenblatt Limited, which is a leader in dispute resolution.

Rosenblatt Limited provides a range of legal services to its diversified client base, which includes companies, banks, entrepreneurs and individuals. Complementing this is the Company's increasingly international footprint, advising on complex cross-jurisdictional matters. Rosenblatt Limited's practice areas include dispute resolution, corporate, banking and finance, insolvency and financial restructuring, construction and projects, employment, financial services, IP/technology/media, real estate, regulatory and tax resolution. The Group also provides litigation finance in selected cases through a separate arm.

The Group also owns Convex Capital Limited, a specialist sell-side corporate finance boutique, based in Manchester, UK. Convex is entirely focussed on helping companies, particularly owner-managed and entrepreneurial businesses, realise their value through sales to large corporates. Convex identifies and proactively targets firms that it believes represent attractive acquisition opportunities.

Chief Executive's Statement

Overview

Overall the Group is performing well and delivering year on year growth at high net margins in line with our strategy. The Group's financial year is typically second-half weighted, and it is expected that marginally more revenue will be recognised in the second half of the year, as is traditionally the case.

Revenue for the period was GBP10.2 million (2018 adjusted: GBP9.13 million***) with gross margins of 62%. This is an exceptional performance when you consider revenue also grew in 2018.

EBITDA grew to GBP3.85 million (2018 adjusted: GBP3.06million***), with EBITDA margins of 37.5% that are above the high margins we aim to deliver. We target margins of around 35% or more.

The Group has a strong balance sheet with net assets of GBP35.3 million, cash of GBP8.7 million and no debt. Our balance sheet will support our growth plans, including acquisitions, continued investment in litigation finance opportunities, and the dividend.

Divisional performance

Our main practice areas, which are focused on contentious law, namely Dispute Resolution and Employment, have performed well in the current market. Revenue from Dispute Resolution in the period was GBP6.3 million with an additional GBP1.4 million of contingent work not yet recognised. This was compared to GBP6.7 million *** and GBP0.28 million of contingent work in 2018. Dispute Resolution is the most significant contributor to the total revenue produced by the Group, representing 62% of Group revenue, or 76% excluding the DBA litigation investment sale.

In line with our expectations and as previously highlighted, the Corporate and Real Estate divisions, which are focused on commercial transactions, have been impacted by the uncertain economic environment. The divisions have therefore experienced more difficult trading with revenues down 27% on 2018***. However, there is a good pipeline of new business. The Board is confident that once the market improves, these divisions will contribute more to the Group.

Post the period end, we launched a new White Collar Fraud and Financial Crime division. The new division will be headed by a recently appointed partner, Manraj Somal. The division will provide advice and support for individuals and companies dealing with compliance, investigations (internal and external), defending prosecutions or helping clients who are the victims of financial crime. Manraj has been tasked with building the new division, including recruiting staff and working closely with other Rosenblatt divisions and practice areas. Manraj joined Rosenblatt from KPMG LLP, where he was UK Head of Corporate Crime Legal.

The new division will be an addition to Rosenblatt's internationally renowned Dispute Resolution practice. The division will increase the areas in which Rosenblatt can support its clients. Financial crime is an increasing threat driven by the growth of cybercrimes such as identity theft and phishing, as well as more traditional forms of financial crime such as money laundering and fraud.

*** To provide a relative comparison on trading, we have taken the two months of trading in 2018 following the IPO (May and June) and pro-rated for the half year

Litigation Finance

Litigation Finance represents an incremental opportunity for us to monetise our case flow and to diversify our income streams. It allows us to retain the margin that would otherwise be paid to a third-party funder, increasing the number of cases we can take on, but also creates a revenue opportunity in terms of our ability to sell participation rights in the cases we invest in. This is in line with our strategy to de-risk our investments.

We are pleased with the progress in Litigation Finance. During the period, we have invested GBP1.5 million in external third-party costs across four litigation investments. We have also completed the first DBA sale. The sale of a 4.7% participation right has contributed GBP2 million to revenue. Currently, the Group has four cases in progress and three under consideration. Case duration is hard to predict, but the returns on investment are high.

In recent months, the litigation funding sector and its accounting practices have come under scrutiny. Our approach is conservative, considered and results from our long-standing expertise in litigation. One of our core principles is that we only finance cases where we run the litigation and have an intimate knowledge of the case. We have also adopted a very conservative approach within the requirements of the accounting standards. Put simply, we have only accounted for realised gains. We have judged the fair value of investments, to be equal to cost. We stated our intention to follow this approach in April 2019 on the publication of our final results.

We have taken this approach for several reasons. Litigation investments are often complex and unpredictable, requiring a solid understanding of the judiciary in each jurisdiction as well as excellent risk management capabilities. Also, such investments come with contingent liabilities that need to be carefully managed and fully understood. It is not possible to forecast the probability of success, and this probability has no precedent to predict the value fairly or with certainty. While we sell participation rights in the investment asset, in the Company's view, this is not a fair indication of the carrying value of the whole investment while the outcome of the litigation remains uncertain.

We believe successful management of litigation finance requires a team with strong legal capabilities and decades of experience of the judiciary. Furthermore, decisions on making investments need strong commercial principles, the ability to approach cases innovatively and the option to de-risk them.

Rosenblatt has all these requisite skills and a track record of minimising financial risk. The Group has more than 30 years of experience in undertaking litigation on behalf of clients, and within the last ten years, some cases have been on a risk basis. In these cases, Rosenblatt Limited conducted them based on either a Conditional Fee Arrangement, providing time for free, or at partial cost recovery. Before decided to undertake work on a contingent basis, Rosenblatt Limited follows a set of core principles:

 
 --   To limit the revenue exposure - the Group can only commit 
       up to 25% of the revenue of Rosenblatt Limited, limiting 
       the contingent time fee-earners can spend on contingent 
       case. 
 --   To limit the Group's cash exposure - total investment in 
       cases (such as spend on third party resource) is limited 
       to 25% of the net assets of the Group. In any one case 
       the maximum cash exposure is 50% of the cash liability, 
       with the rest to be provided by external investors or other 
       funders. 
 

Our business, and growth prospects are not just dependant on litigation finance or working at risk. Given our business model, we are able to generate traditional legal service revenues at attractive margins from contentious law. This is in the event the case dynamics or risk profile do not meet our selective criteria for investment. We have a diversified legal offering, including services across a range of disciplines. Our litigation practice also involves defence work. In these cases, there is no contingent fee element and we are paid by clients for the work we do as the case proceeds.

M&A

On 16 September 2019, we announced the acquisition of Convex, a specialist sell-side M&A corporate finance boutique based in Manchester, UK. The purchase is in line with the Group's M&A strategy. This strategy aims to diversify the Group beyond legal services, focusing on high-margin professional services companies like Convex, which will also create opportunities for the cross-referral of business.

Convex is entirely focussed on helping companies, particularly owner-managed and entrepreneurial businesses, realise their value through sales to large corporates. Convex identifies and proactively targets firms that it believes represent attractive acquisition opportunities.

The Board expects the transaction to be immediately and materially earnings and value-enhancing for the Group. For the financial year ended[1] 30 June 2019, Convex generated revenues of GBP8.7 million and profit before tax of GBP4.3 million. As of 30 June 2019, Convex had net assets of GBP3.7 million and no net debt. Convex was owned by its directors. All directors and employees of Convex are remaining with the business.

Like Rosenblatt, Convex is an entrepreneurial, high-margin and cash generative business in the professional services sector, with a strong network of clients and partners across the UK and Europe. Convex was established in 2011 by Chairman, Mike Driver. It has completed over GBP1 billion in transactions over the last four years and completed 13 deals in the last year alone, with EBITDA margins of more than 50 per cent.

The acquisition of Convex is expected to help generate a regular flow of fee-based work for Rosenblatt's corporate division, which is focused on commercial transactions. The Group believes that by working closely together, there will be an opportunity to cross-sell services to the client bases of both companies.

Rosenblatt also intends to use Convex's Manchester base to create a new regional business hub. The Group will market its expanded professional services offering from the hub, which will also create the opportunity for further cost savings on back-office functions.

The acquisition has been structured in accordance with the Board's M&A strategy. This strategy means that the majority of the consideration is to be paid in shares, with a maximum of 40% to be paid in cash. A significant proportion of the consideration is deferred, to lock in the new business and the talent being acquired. This approach ensures the acquisition value is protected, and that the management of Convex are appropriately incentivised to deliver returns for Rosenblatt shareholders as well as themselves.

The total consideration for the acquisition, assuming all earn-out and deferred consideration payments are made, is GBP22 million. The consideration is structured as follows:

 
            --   An initial consideration, payable on completion of GBP13.6 
                  million. Of this GBP13.6 million, GBP7 million will be 
                  paid in cash from the Company's existing resources and 
                  GBP6.6 million will be satisfied by the issue of 5.5 million 
                  new Rosenblatt shares (the "Initial Consideration Shares") 
                  based on an issue price of 120 pence per share (a premium 
                  of 35.6% to the closing price on 13 September 2019). 
            --   A deferred consideration, payable after one year, of GBP8.4 
                  million. Of this GBP8.4 million, GBP1.8m million will 
                  be paid in cash, and GBP6.6 million will be satisfied 
                  by the issue of 4.7 million new Rosenblatt shares (the 
                  "Deferred Consideration Shares"), at a minimum price of 
                  140 pence per share (a premium of 58.2% to the closing 
                  price on 13 September 2019) or, if higher, the market 
                  value of the shares at the time. The Deferred Consideration 
                  Shares will only be issued if Convex exceeds a threshold 
                  EBITDA of GBP6 million for the period from 16 September 
                  2019 to 16 September 2020. 
 

Key management and employees of Convex have agreed to a long-term lock-in for the Group's shares and agreed to non-compete clauses. The Initial Consideration Shares and the Deferred Consideration Shares will be subject to a lock-in of three years from their respective issuance dates. Management and employees of Convex will also join the Rosenblatt performance bonus scheme to ensure close alignment with the interests of shareholders.

We continue to see many other M&A opportunities in the professional services sector. We are committed to pursuing the right opportunities, which meet our investment criteria and provide shareholders with an appropriate return on investment.

Dividend

The Board has a progressive dividend policy. It expects to pay out at least 60 per cent of retained earnings in any financial year by way of dividend. The Company will pay an interim dividend for the six months to 30 June 2019 of 2p per share. This sum will be paid to shareholders on the register as at 4 October 2019.

Furthermore, as a result of opportunities in Litigation Finance, if successful, the Board may pay special dividends in addition to the interim and final dividends. Due to the unpredictable nature of this type of work, it is not possible to forecast when cash from a successful case will be received. If appropriate, special dividends will be announced at the time of the Group's half year and final results.

Board Changes and personnel

The Board has continued to strengthen. Robert Parker was named as permanent CFO in January 2019 after a successful period as interim since August of last year. Also, in January 2019, Marianne Ismail joined the Board as a Non-Executive Director. She is a highly experienced director with extensive experience in fund management.

Since the IPO, we have been able to retain and attract new talent to the business to support our growth plans. Our entrepreneurial culture and approach to remuneration have proved popular. Equity ownership for all fee-earners is both a crucial part of the Company's culture and attractive to potential recruits from major players in the legal sector.

We are proud of the fact that our revenue per fee earner is GBP441,000 per annum. This is among the highest of our listed peers and consistent with the levels seen in Magic Circle Firms. Recruits are expected to deliver three times their cost of employment.

We remain encouraged by the enhanced levels of productivity and focus across the Group since the IPO.

Name Change

To reflect the evolving nature of the Group from one which was primarily a provider of legal services, to a broader supplier of professional services, the Board has changed the name of the Company to RBG Holdings plc. RBG Holdings plc is comprised of a number of subsidiaries including the law firm Rosenblatt Limited (acquired at the time of IPO), Convex Capital Limited, and the Group's litigation finance arm.

Outlook

The Group has traded well since the beginning of the year in difficult market circumstances. We have been pleased with the progress that has continued to be made. Progress is both in terms of the trading of the core business and implementation of the Board's strategy, especially in litigation finance. We are targeting further participation right realisations however, the exact timing of these will depend on several factors. Litigation finance is a long-term investment, and we have no control on when the cases will complete,

The overall outlook for the broader legal sector is mixed. This outlook is due to the uncertain economic environment. However, we believe that there is an increasing demand for litigation services and the finance to support such services which provide significant opportunities for the Group.

We are encouraged by the sales of our litigation finance investments so far, and the growth of the legal business. We have invested in key hires to drive our core business and have expanded into new areas identified at the float, including White Collar Fraud and Financial Crime. Our approach to remuneration, which creates significant equity participation for fee-earners, is proving attractive in terms of recruitment, and importantly aligns employees' interests with that of shareholders.

We are confident about the outcome for the rest of the year. The Group's financial year is typically second-half weighted and it is expected, as is traditional, that marginally more revenue will be recognised in the second half.

Nicola Foulston

Chief Executive Officer

RBG Holdings plc

25 September 2019

Chief Financial Officer's Review

Revenue for the six months to 30 June 2019 was GBP10.2 million (2018: GBP 9.13 million***), an increase of 11.7% year-on-year, which includes GBP2 million of DBA income during the period. Advisory activity services have remained strong in difficult environments, Corporate and Real Estate activity was down significantly 27%*** on the comparative period due to uncertainty caused by Brexit impacting business confidence.

EBITDA* for the period was GBP3.84 million (2018: GBP 3.06 million***) representing a healthy margin of 37.5%.

Operating costs were GBP6.94 million (2018: GBP 6.15 million***), including a GBP1 million increase in personnel costs, the majority of which arose from new recruitment and PLC management costs.

The profit before tax** for the period is GBP3.2 million (2018: GBP2.85 million***, which excludes GBP1.0 million of costs related to the IPO). This has resulted in a 12.3% growth against adjusted profit through continuing tight control of Group operating expenses as the business continues to expand.

Profit after tax of GBP2.56 million is 25% of revenue for the period.(2018: GBP2.28m***)

The average number of employees during the period was 75, of which five were Directors. Personnel costs were GBP5.2 million (2018: GBP4.1 million***).

Balance sheet, cash flow and financing

The Group has a balance sheet with net assets of GBP35.3 million at 30 June 2019 of which cash and cash equivalents was GBP8.7 million and investments in Litigation Investments was GBP1.86 million.

Collection of debts and the lock up of work in progress ("WIP") remains a key focus for the Group, with total lock up (Debtor and WIP days) being 134 days at the end of the period. This will be a continued focus in the second half of the year.

Robert Parker

Chief Financial Officer

RBG Holdings plc

25 September 2019

* Adjusted EBITDA in 2018 is defined as earnings before interest, tax, share-based payment expense, non-operating exceptional IPO costs, depreciation and amortisation. From 2019, EBITDA is defined as earnings before Interest, Tax, Depreciation and Amortisation

** Adjusted profit before tax is defined as earnings before tax, share-based payment expense, and non-operating exceptional IPO costs in 2018

*** To provide a relative comparison on trading, we have taken the two months of trading in 2018 following the IPO (May and June) and pro-rated for the half year

Unaudited consolidated statement of comprehensive income for the period ended 30 June 2019

 
                                               Note     1 January   6 February to 
                                                       to 30 June    30 June 2018 
                                                             2019 
                                                              GBP             GBP 
 
 Revenue                                          4    10,235,314       3,043,908 
 
 Personnel Costs                                  5   (5,167,352)     (1,362,926) 
 Depreciation and amortisation expense                  (545,785)        (72,934) 
 Other expenses                                       (1,226,737)     (1,631,435) 
                                                          _______         _______ 
 
 Profit from operations                                 3,295,440        (23,387) 
 
 Adjusted EBITDA                                        3,841,225       1,021,491 
 
 Depreciation and amortisation expense                  (545,785)        (72,934) 
 
 Non-underlying items 
 Admission costs                                                -       (971,944) 
--------------------------------------------  -----  ------------  -------------- 
 
 Finance expense                                        (113,886)         (1,663) 
 Finance income                                            15,312           3,260 
                                                          _______         _______ 
 
 Profit before tax                                4     3,196,866        (21,790) 
 
 Tax expense                                            (642,394)           6,154 
                                                          _______         _______ 
 
 Profit attributable to the ordinary equity 
  holders of the parent                                 2,554,472        (15,636) 
                                                          _______         _______ 
 
 Earnings per share attributable to the 
  ordinary equity holders of the parent           6 
 
 Profit 
 Basic (pence)                                               3.19          (0.02) 
 Diluted (pence)                                             3.19          (0.02) 
                                                          _______         _______ 
 

Unaudited consolidated statement of financial position as at 30 June 2019

 
 Company registered number: 11189598         Note         2019         2018 
                                                           GBP          GBP 
 Assets 
 Current assets 
 Trade and other receivables                         9,239,787    5,204,330 
 Cash and cash equivalents                           8,673,109   11,791,978 
                                                       _______      _______ 
 
                                                    17,912,896   16,996,308 
 Non-current assets 
 Property, plant and equipment                  8    7,436,188      283,579 
 Intangible assets                              9   17,966,471   17,737,610 
 Litigation investments                        10    1,735,822            - 
                                                        ______      _______ 
 
                                                    27,138,481   18,021,189 
                                                       _______      _______ 
 
 Total assets                                       45,051,377   35,017,497 
                                                       _______      _______ 
 Liabilities 
 Current liabilities 
 Trade and other payables                            1,383,437    2,191,802 
 Current tax liabilities                             1,399,202      (4,249) 
 Provisions                                             56,904            - 
 Leases                                        11      887,683            - 
                                                       _______      _______ 
 
                                                     3,727,226    2,187,553 
 Non-current liabilities 
 Deferred tax liability                                140,781      168,193 
 Leases                                        11    5,872,520            - 
                                                       _______      _______ 
 
                                                     6,013,301      168,193 
                                                       _______      _______ 
 
 Total liabilities                                   9,740,527    2,355,746 
                                                       _______      _______ 
 
 NET ASSETS                                         35,310,850   32,661,751 
                                                       _______      _______ 
 Issued capital and reserves attributable 
  to 
  owners of the parent 
 Share capital                                         160,184      160,184 
 Share premium reserve                              32,516,129   32,517,203 
 Retained earnings                                   2,634,537     (15,636) 
                                                       _______      _______ 
 
 TOTAL EQUITY                                       35,310,850   32,661,751 
                                                       _______      _______ 
 

The interim statements were approved by the Board of Directors and authorised for issue on 24 September 2019.

Unaudited consolidated statement of cash flows for the period ended 30 June 2019

 
                                               Note          2019           2018 
                                                              GBP            GBP 
 
 Cash flows from operating activities 
 Profit for the period before tax                       3,196,866       (21,790) 
 Adjustments for: 
 Depreciation of property, plant and 
  equipment                                       8       527,035         16,656 
 Amortisation of intangible fixed assets          9        18,750         56,278 
 Finance income                                          (15,312)        (3,260) 
 Finance expense                                          113,886          1,663 
                                                          _______        _______ 
 
                                                        3,841,225         49,547 
 
 Increase in trade and other receivables              (3,486,096)    (2,888,963) 
 Increase in trade and other payables                   (514,726)      1,952,846 
 Increase in provisions                                    21,640              - 
                                                          _______        _______ 
 
 Cash generated from operations                         (137,957)      (886,570) 
 
 Tax paid                                                       -              - 
                                                          _______        _______ 
 
 Net cash flows from operating activities               (137,957)      (886,570) 
                                                          _______        _______ 
   Investing activities 
 Purchases of property, plant and equipment             (347,379)          (435) 
 Purchase of business                                           -   (20,000,000) 
 Interest received                                         15,312          3,260 
                                                          _______        _______ 
 
 Net cash used in investing activities                  (332,067)   (19,997,175) 
                                                          _______        _______ 
 Financing activities 
 Issue of ordinary shares                                       -     32,677,386 
 Dividends paid to holders of the parent          7   (2,228,300)              - 
 Repayments of leases                            11     (444,081)              - 
 Interest paid on loans and borrowings                          -        (1,663) 
 Investment in cases                                  (1,534,953)              - 
                                                          _______        _______ 
 
 Net cash from financing activities                   (4,207,334)     32,675,723 
                                                          _______        _______ 
 
 Net increase in cash and cash equivalents            (4,677,358)     11,791,978 
 Cash and cash equivalents at beginning                13,350,467              - 
  of period 
                                                          _______        _______ 
 
 Cash and cash equivalents at end of 
  period                                                8,673,109     11,791,978 
                                                          _______        _______ 
 

Unaudited consolidated statement of changes in equity for period ended 30 June 2019

 
                                Share   Share Premium      Retained   Total Equity 
                              Capital                      Earnings 
                                  GBP             GBP           GBP            GBP 
 At 6 February 2018                 -               -             -              - 
 Comprehensive income; 
 Loss for the period                -               -      (15,636)       (15,636) 
 
 Transactions with owners 
  recognised directly in 
  equity 
 Issue of share capital       160,184      34,926,316             -     35,086,500 
 Share issue costs                  -    (2,409,113)-             -    (2,409,113) 
 
 
 Balance at 30 June 2018 
  (unaudited)                 160,184      32,517,203      (15,636)     32,661,751 
 
 At 1 July 2018               160,184      32,517,203      (15,636)     32,661,751 
 Comprehensive income; 
 Profit for the period              -               -     2,324,001      2,324,001 
 
 Transactions with owners 
  recognised directly in 
  equity 
 Share issue costs                  -         (1,074)                      (1,074) 
 
 
 Balance at 31 December 
  2018 (audited)              160,184      32,516,129     2,308,365     34,984,678 
 
 At 1 January 2019            160,184      32,516,129     2,308,365     34,984,678 
 Comprehensive income; 
 Profit for the period              -               -    2,554,472       2,554,472 
 
 Transactions with owners 
  recognised directly in 
  equity 
 
 Dividends                          -               -   (2,228,300)    (2,228,300) 
 
 
 
 Balance at 30 June 2019 
  (unaudited)                 160,184      32,516,129     2,634,537     35,310,850 
 

Unaudited notes to the financial statements for the period ended 30 June 2019

 
 1   Basis of preparation 
 

RBG Holdings plc (formerly Rosenblatt Group plc) is a public limited company domiciled in the United Kingdom and its registered office is 9-13 St Andrew Street, London, EC4A 3AF. The Company was incorporated on 6(th) February 2018, shares in the company were admitted to trading on AIM on 8(th) May 2018 and it commenced trading on this date.

The principal activity of the Group is the provision of legal and professional services, including management and financing of litigation projects.

The condensed consolidated financial statements of the Group, which have been prepared for the period from 1 January 2019 to 30 June 2019, do not constitute statutory accounts for the period and should be read in conjunction with the Group's annual consolidated financial statements as of 31 December 2018. The comparatives relate to the period from incorporation on 6(th) February 2018 to 30 June 2018.

The consolidated financial statements have not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.

The principal accounting policies adopted in the preparation of the unaudited consolidated financial statements are set out in Note 2. The policies have been consistently applied to the periods presented, unless otherwise stated.

The unaudited consolidated financial statements of the Group have been prepared in accordance with IFRS as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in Note 3.

Going concern

The Group financial statements are prepared on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

Changes in accounting policies

a) New standards, interpretations and amendments effective from 1 January 2019

The Group adopted IFRS 16 Leases (IFRS 16) with a transition date of 1 January 2019. The group has applied modified retrospective adoption and has therefore not restated comparatives but recognised the leases on the balance sheet at the date of initial application (i.e. 1 January 2019). Right-of-use assets have been measured by reference to the measurement of lease liability at the date of application and so there is no impact on net assets at this date

On adoption of IFRS 16, the Group recognised lease liabilities of GBP7.1m in relation to property and equipment leases, which had previously been classified as operating leases in accordance with IAS 17. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2019. The weighted average incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 3.25%. Lease liabilities are included within payables in the consolidated statement of financial position. The associated right-of-use assets are measured at the amount of the lease liability adjusted for prepaid lease payments recognised in the 31 December 2018 balance sheet and are included within property, plant and equipment in the consolidated statement of financial position.

 
 2   Significant accounting policies 
 

Revenue

Revenue comprises the fair value of consideration receivable in respect of services provided or assets sold during the period, inclusive of recoverable expenses incurred but excluding value added tax.

Revenue is recognised when the Group has performed services in accordance with the agreement with the relevant client and has obtained a right to consideration for those services. Where such income has not been billed at the balance sheet date, it is included as contract assets and forms part of Trade and other receivables.

Where the Group enters into contingent fee arrangements, including where services are provided under Damage Based Agreements (DBA), no revenue is recognised until the contingent event has occurred, as the Directors consider to do so would give rise to the risk of significant reversals.

Where the Group sells a share of its entitlement to any award under a DBA to a third party, the income is recognised in the period of the sale.

Financial assets

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity.

Fair value through profit or loss

Litigation investments relate to the provision of funding of litigation projects and they are held at fair value through the profit and loss.

Amortised cost

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables). They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Financial liabilities

The Group classifies its financial liabilities depending on the purpose for which the liability was acquired.

Other financial liabilities

All the Group's financial liabilities are classified as other financial liabilities, which include the following items:

- Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

   -     Leases are measured as described above. 

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when the dividend is paid. In the case of final dividends, this is when approved by the shareholders at the AGM.

 
 3   Critical accounting estimates and judgements 
 

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on actual experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

Estimates and assumptions

   -     Revenue recognition 

Where fees are contractually able to be rendered by reference to time charged at agreed rates, the revenue is recognised over time, based on time worked charged at agreed rates, to the extent that it is not considered likely to be reversed.

Where revenue is subject to contingent fee arrangements including DBAs, the Group estimates the amount of variable consideration to which it will be entitled and constrains the revenue recognised to the amount for which it is considered highly probable that there will be no significant reversal. Due to the nature of the work being performed, this typically means that contingent revenues are not recognised until such time as the outcome of the matter being worked on is certain.

Different views being determined for the amount of revenue to be constrained in relation to each contingent fee arrangement may result in a different value being determined for revenue and also a different carrying value being determined for unbilled amounts for client work.

In calculating revenue from fixed price contracts, the Group makes certain estimates as to the stage of completion of those contracts. In doing so, the Group estimates the remaining time and external costs to be incurred in completing contracts and the clients' willingness to pay for the services provided. A different assessment of the outturn of the contract may result in a different value being determined for the revenue and also a different carrying value being determined for unbilled amounts for client work.

   -     Fair value of litigation investments 

The most significant estimates relate to the valuation of litigation investments at fair value through profit or loss which are determined by the Group. Fair values are determined on the specifics of each investment and will typically change upon an investment having a return entitlement or progressing in a manner that, in the Group's judgement, would result in a third party being prepared to pay an amount different from the original sum invested for the Group's rights in connection with the investment.

The estimation of fair value is inherently uncertain. Awards and settlements are hard to predict and often have a wide range of possible outcomes. Furthermore, there is much unpredictability in the actions of courts, litigants and defendants because of the large number of variables involved and consequent difficulty of predictive analysis. In addition, there is little activity in transacting investments and hence little relevant data for benchmarking the effect of investment progression on fair value, although the existence of secondary market transactions is a valuation input.

   -     Accounting for business combinations and fair value 

Business combinations are accounted for at fair value. Valuation of acquired intangibles requires estimates of future growth rates, profitability, remaining useful lives and discount rates for input to the business combination valuation methodology. A difference in the estimated future growth rates, profitability, the use of a different discount rate, or the selection of a different valuation method may result in a different assessment of fair value of the asset or liability acquired as part of the business combination.

   -     Estimated impairment of intangible assets including goodwill 

Determining whether an intangible asset is impaired requires an estimation of the value in use of the cash generating units to which the intangible has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from each cash generating unit and determine a suitable discount rate. A difference in the estimated future cash flows or the use of a different discount rate may result in a different estimated impairment of intangible assets.

   -     Impairment of trade receivables 

Receivables are held at cost less provisions for impairment. Impairment provisions are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. A different assessment of the impairment provision with reference to the probability of the non-payment of trade debtors or the expected loss arising from default, may result in different values being determined.

   -     Claims and regulatory matters 

The Group from time to time receives claims in respect of professional service matters. The Group defends such claims where appropriate but makes provision for the possible amounts considered likely to be payable. A different assessment of the likely outcome of each case or of the possible cost involved may result in a different provision or cost.

 
 4   Segment revenue and results 
 

The chief operating decision makers (CODMs) are the Board of Directors of Rosenblatt Group plc. The Group has the following five strategic business groups, which are its reportable segments. These business groups offer different services and are reported separately because of the different specialisms from the legal teams in those business groups.

The following summary describes the operations of each reportable segment:

-- Real Estate - Provision of legal advice in respect of construction, planning, real estate and residential property development services.

   --     Employment - Provision of legal advice in respect of employment and pension services. 

-- Corporate - Provision of legal advice in respect of corporate, private client and taxation services.

   --     Dispute Resolution - Provision of legal advice in respect of commercial dispute resolution. 
   --     DBA Income - Sale of entitlement of awards under DBAs 
 
  2019                     Real Estate   Employment   Corporate       Dispute   DBA Income         Total 
                                                                   Resolution 
                                   GBP          GBP         GBP           GBP          GBP           GBP 
 
  Segment revenue              803,211    381,321       754,246     6,296,536    2,000,000    10,235,314 
                               _______      _______     _______       _______      _______       _______ 
 
  Segment contribution       357,690      230,693     (315,023)    4,087,375    1,994,058     6,354,793 
                               _______      _______     _______       _______      _______ 
 
   Costs not allocated to segments 
   Personnel costs                                                                           (1,298,806) 
   Depreciation and amortisation                                                               (545,785) 
   Other operating expense                                                                   (1,214,762) 
   Net financial expenses                                                                       (98,574) 
                                                                                                 _______ 
 
   Group profit for the period before tax                                                      3,196,866 
                                                                                                 _______ 
 
 
 
  2018                     Real Estate   Employment   Corporate       Dispute   DBA Income       Total 
                                                                   Resolution 
                                   GBP          GBP         GBP           GBP          GBP         GBP 
 
  Segment revenue              336,024      106,803     372,187     2,228,894            -   3,043,908 
                               _______      _______     _______       _______      _______     _______ 
 
  Segment contribution       186,819       71,254      57,620      1,627,403        -        1,943,096 
                               _______      _______     _______       _______      _______ 
 
   Costs not allocated to segments 
   Personnel costs                                                                           (262,113) 
   Depreciation and amortisation                                                              (72,934) 
   Other operating expense                                                                   (659,492) 
   Admission costs                                                                           (971,944) 
   Net financial income                                                                          1,597 
                                                                                               _______ 
 
   Group profit for the period before tax                                                     (21,790) 
                                                                                               _______ 
 
 
 
 5    Employees 
                                                  2019        2018 
      Group                                        GBP 
 
      Staff costs (including directors) 
       consist of: 
 
  Wages and salaries                         3,748,821   1,110,302 
  Short-term non-monetary benefits              46,218       8,072 
  Social security costs                        439,431     134,741 
  Cost of defined contribution scheme          134,449      32,134 
                                               _______     _______ 
 
                                             4,368,919   1,285,249 
                                               _______     _______ 
 

Personnel Costs stated in the Consolidated statement of comprehensive income includes the costs of contractors who are not employees.

The average number of employees (including directors) during the period was as follows:

 
                                     2019      2018 
                                   Number    Number 
 
  Legal and professional staff         44        44 
  Administrative staff                 31        26 
                                  _______   _______ 
 
                                       75        70 
                                  _______   _______ 
 

A defined contribution pension scheme is operated by the group on behalf of the employees of one of the subsidiary undertakings. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension charge represents contributions payable by the group to the fund and amounted to GBP134,449 (2018:GBP32,134). Contributions amounting to GBP66,907 (2018:GBP50,443) were payable to the fund at period end and are included in Trade and other payables.

 
 6   Earnings per share 
 
 
                                              2019         2018 
  Numerator                                    GBP          GBP 
 
  Profit for the period and earnings 
   used in basic and diluted EPS         2,554,472     (15,636) 
 
            Add Non Underlying items 
              *    Admission costs               -      971,944 
                                           _______      _______ 
 
  Profit for the period adjusted for 
   Non Underlying items                  2,554,472      956,308 
                                           _______      _______ 
 
  Denominator                               Number       Number 
 
  Weighted average number of shares 
   used in basic and diluted EPS        80,092,106   80,092,106 
                                           _______      _______ 
 

Earnings per share is calculated as follows:

 
                                                    2019     2018 
                                                   Pence    Pence 
 
       Basic and diluted earnings per ordinary 
        share                                       3.19   (0.02) 
 
       Basic and diluted earnings per ordinary 
        share adjusted for Non Underlying items     3.19     1.19 
 

Clawback arrangements over certain shares of Cascades Ltd would have an anti-dilutive effect on earnings per share and therefore no impact on diluted earnings per share.

 
 7   Dividends 
 

On 24 May 2019, Rosenblatt Group plc paid a dividend of GBP2,228,300 in respect of 2018 (2.8p per share).

On 24 July 2019, Rosenblatt Ltd declared an interim dividend for 2019 resulting in a distribution to Rosenblatt Group plc of GBP2,900,000. The Company will pay an interim Dividend for the 6 months to 30 June 2019 of 2p per share. This dividend has not been accrued in the consolidated statement of financial position as it has been proposed after the reporting period.

 
 8   Property, plant and equipment 
 
 
  Group                        Land and       Plant       Fixtures    Computer 
                                                and 
                              Buildings   Machinery   and fittings   Equipment       Total 
                                    GBP         GBP            GBP         GBP         GBP 
  Cost 
 
  At 1 January 2019           7,294,194     309,568            435      82,714   7,686,911 
  Additions                           -       2,239      26,511        318,629     347,379 
  Acquired through 
   business combinations              -           -              -           -           - 
  Disposals                           -           -              -           -           - 
                                _______     _______        _______     _______     _______ 
 
  At 30 June 2019             7,294,194     311,807         26,946     401,343   8,034,290 
                                _______     _______        _______     _______     _______ 
 
  Accumulated Depreciation 
   and Impairment 
 
  At 1 January 2019                   -      67,436             63       3,568      71,067 
  Charge for the period         429,070      51,595            307      46,063     527,035 
  Disposals                           -           -              -           -           - 
                                _______     _______        _______     _______     _______ 
 
  At 30 June 2019               429,070     119,031            370      49,631     598,102 
                                _______     _______        _______     _______     _______ 
 
  Net book value 
 
  At 1 January 2019           7,294,194     242,132            372      79,146   7,615,844 
 
  At 30 June 2019             6,865,124     192,776         26,576     351,712   7,436,188 
                                _______     _______        _______     _______     _______ 
 
 
 9    Intangible assets 
      Group                         Goodwill    Customer     Brand        Total 
                                               Contracts 
                                         GBP         GBP       GBP          GBP 
      Cost 
 
  At 1 January 2019               17,260,221     200,111   750,000   18,210,332 
      Acquired through 
       business combinations               -           -         -            - 
                                     _______     _______   _______      _______ 
 
  At 30 June 2019                 17,260,221     200,111   750,000   18,210,332 
                                     _______     _______   _______      _______ 
 
      Accumulated amortisation 
       and impairment 
 
  At 1 January 2019                        -     200,111    25,000      225,111 
  Amortisation charge                      -           -    18,750       18,750 
      Impairment losses                    -           -         -            - 
                                     _______     _______   _______      _______ 
 
  At 30 June 2019                          -     200,111    43,750      243,861 
                                     _______     _______   _______      _______ 
 
      Net book value 
 
  At 1 January 2019               17,260,221           -   725,000   17,985,221 
 
  At 30 June 2019                 17,260,221           -   706,250   17,966,471 
 
                                     _______     _______   _______      _______ 
 

The intangible assets arose on the acquisition of the trade and specific assets and liabilities of Rosenblatt Partnership, by Rosenblatt Limited on 8 May 2018.

 
 10   Litigation investments 
 

Litigation Investments comprise the funding provided to Litigation projects. Assets are fair valued at each balance sheet date and any movement in fair value from previous balance sheet date is recognised in the profit or loss (see Note 3).

 
                                                2019                2018 
                                                 GBP                 GBP 
 
   At 1 January 2019                         200,869                   - 
   Additions                               1,534,953                   - 
   Fair value movement (net of transfers           -                   - 
    to realisations) 
                                             _______             _______ 
 
   At 30 June 2019                         1,735,822                   - 
                                             _______             _______ 
 
 
 11   Leases 
 

The Group leases its business premises and the lease provides for annual increases in the periodic rent payments linked to inflation, within a band of a 2-4% increase per annum. The Group also leases an item of office equipment, with fixed payments over the lease term.

Right-of-Use Assets

 
                                         Land and   Computer equipment     Total 
                                        buildings 
                                              GBP                  GBP         GBP 
 
  At 1 January 2019                     7,294,194               17,094   7,311,288 
  Additions                                     -                    -           - 
  Amortisation                          (429,070)              (3,419)   (432,489) 
  Variable lease payment adjustment             -                    -           - 
                                          _______              _______     _______ 
 
  At 30 June 2019                       6,865,124               13,675   6,878,799 
                                          _______              _______     _______ 
 

Lease liabilities

 
                                         Land and   Computer equipment     Total 
                                        buildings 
                                              GBP                  GBP         GBP 
 
  At 1 January 2019                     7,073,880               16,518   7,090,398 
  Additions                                     -                    -           - 
  Interest expense                        113,631                  255     113,886 
  Variable lease payment adjustment             -                    -           - 
  Lease payments                        (440,628)              (3,453)   (444,081) 
                                          _______              _______     _______ 
 
  At 30 June 2019                       6,746,883               13,320   6,760,203 
                                          _______              _______     _______ 
 

At 30 June 2019, lease liabilities were falling due as follows:

 
 Group                Up to 3     Between    Between      Between 2      Over 5       Total 
                       months    3 and 12    1 and 2    and 5 years       years 
                                   months      years 
                          GBP         GBP        GBP            GBP         GBP 
 Lease liabilities    224,622     663,061    876,466      2,545,106   2,450,948   6,760,203 
 

[1] Represents the eleven months from when Convex converted from a partnership to a limited company - 1 August 2018 to 30 June 2019

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

END

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