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| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.25 | -1.92% | 12.75 | 12.50 | 13.00 | 13.00 | 12.75 | 13.00 | 27,851 | 09:26:48 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Business Services, Nec | 54.13M | 4.2M | 0.0441 | 2.89 | 12.15M |
From Apr 2019 to Apr 2024
TIDMRBGP
RNS Number : 0393B
Rosenblatt Group PLC
18 September 2018
18 September 2018
Rosenblatt Group Plc
("Rosenblatt" or the "Group" or the "Company")
Unaudited Interim Results for the period ended 30 June 2018
Rosenblatt Group plc (AIM:RBGP), the professional legal services company, is pleased to announce its unaudited results for the eight-week period ended 30 June 2018.
Financial Highlights:
-- Revenue of GBP3.0 million (2017: GBP2.6 million***) -- Adjusted EBITDA of GBP1.0 million* (2017: GBP0.9 million***), -- Adjusted profit before tax of GBP0.95 million** (2017: GBP0.80 million***) -- Strong balance sheet with net assets of GBP32.7 million -- Cash and cash equivalents of GBP11.8 million
* Adjusted EBITDA is defined as earnings before interest, tax, share-based payment expense, non-operating exceptional costs, depreciation and amortisation
** Adjusted profit before tax is defined as earnings before tax, share-based payment expense and non-operating exceptional costs
*** To provide a relative comparison on trading, reference is made to 2/12 of the income statement (i.e. two months of trading) from the prior year of Rosenblatt Solicitors, the business and certain of the assets of which were acquired by the Company on 8 May 2018 by the Company, that was incorporated on the 6 February 2018.
Operational Highlights:
-- Group was successfully admitted to AIM on 8 May 2018, following a placing of GBP43 million -- New litigation funding subsidiary launched today - Rosenblatt Litigation Funding Ltd
Nicola Foulston, CEO, Rosenblatt Group plc, commented: "Our maiden results show that Rosenblatt has made a strong start to life as a public company. Our current caseload and pipeline of new business remain healthy and consistent with what we expected at the time of our IPO in May.
"We are progressing with the strategy we set out at IPO to deliver long-term value to shareholders. This includes using the proceeds to underwrite more of Rosenblatt's litigation portfolio by increasing the number of cases we are undertaking on either a conditional fee or damages-based agreement basis.
"To enable this, we have set up a separate subsidiary, Rosenblatt Litigation Funding Ltd, with GBP2 million of the proceeds of the float. This will give us the capability to take on more cases where there is a third-party cost element, thereby retaining the funding margin otherwise paid to an external funder. We are delighted to have already secured our first case, which is a Damages-Based Agreement, with more in the pipeline.
"Looking ahead, the market for legal services is stable, despite a cautious UK business environment, with strong demand for litigation services, dispute resolution and third-party funding. The Group remains confident that this will continue to be the case, regardless of any uncertainty caused by Brexit."
Enquiries:
Rosenblatt Group plc Via Redleaf Nicola Foulston, CEO Cenkos Securities plc (Nominated Adviser Tel: 020 7397 8900 and Broker) Stephen Keys/ Nick Wells Redleaf (for media enquiries) Tel: 020 3757 6867; Robin Tozer rosenblatt@redleafpr.com Elisabeth Cowell
About Rosenblatt Group plc
Rosenblatt Group plc is a professional legal services company, which includes one of the UK's leading dispute resolution practices. It provides a range of legal services to its diversified client base, which includes companies, banks, entrepreneurs and individuals. Complementing this is the Group's increasingly international footprint, advising on complex cross-jurisdictional cases in China, Israel, America and India. Rosenblatt's practice areas cover dispute resolution, corporate, banking and finance, insolvency and financial restructuring, construction and projects, employment, financial services, IP/technology/media, real estate, regulatory and tax.
Chief Executive's Statement
Overview
Our maiden results as a public company, show that the Company has consolidated the achievements made in 2017 and has continued to trade strongly under its new structure. We expect this to continue through the remainder of 2018 as we complete the integration of the business of Rosenblatt Solicitors into the Group.
Revenue for the period was GBP3.0 million (2017: GBP2.6 million***) with our advisory services across our Dispute Resolution, Real Estate and Employment practices delivering double-digit growth compared to the previous year. Adjusted EBITDA of GBP1.0 million (2017: GBP0.9 million***), equivalent to 33.6 per cent of total revenue, is consistent with the high margins we aim to deliver.
The Group has a strong balance sheet, with net assets of GBP32.7 million, and cash and cash equivalents of GBP11.8 million, which will support our growth plans.
Divisional performance
Our main practise areas, which are focused on contentious law, namely Dispute Resolution and Employment have performed well. In total, these are up 53.5% on 2017*** with strong gross margins of 73% and 66% respectively.
In line with our expectations, the Corporate division which is focused on commercial transactions has not performed as strongly as last year. Like other sub-sectors of the legal market, it has been impacted by the cautious business environment in part caused by Brexit uncertainty. However, there is a good pipeline of new business in both this and our real estate division which has performed well.
Litigation Funding
The Company is pleased to announce that, ahead of the timetable set out at Admission, it has established Rosenblatt Litigation Funding Ltd ("RLFL"), a separate subsidiary to fund external litigation cost. Initially, GBP2.0 million of the proceeds of the float will be used by RLFL and will enable the Group to take on more cases where there is a third-party cost element and retain the funding margin that would otherwise be paid to an external funder.
The Company is delighted that RLFL has secured its first case under a Damages-Based Agreement and is in the process of on-boarding two further cases.
Board Changes and personnel
On 12 July 2018, non-Executive Chairman, Brook Land resigned and was succeeded by non-Executive Director, Stephen Davidson, while on 31 August 2018, Finance Director, Patrick Firebrace stood down for personal reasons. The Group has appointed an experienced interim Finance Director, Robert Parker until a permanent replacement is named.
On 3 September 2018, Victoria Hull joined the Board as a non-Executive Director. She is a highly experienced director and has had an extensive legal career. Victoria is currently a non-executive director of Ultra Electronics plc and is a former Executive Director and General Counsel of Invensys plc and Telewest Communications plc. The Group is currently seeking an additional non-Executive Director to join the Board.
Equity ownership is now a crucial part of the Company's culture and the Directors have been encouraged by the enhanced levels of productivity and focus across the Company since the IPO.
Outlook
In the Company's Admission Document, the Directors stated that the business, which at the time was part of Rosenblatt Solicitors, had traded strongly since the beginning of the year. For the first three months of 2018, Rosenblatt Solicitors, the business and certain assets of which were acquired by the Company, delivered turnover of GBP3.5 million****. Since Admission, the Directors have been pleased with the progress that has continued to be made, both in terms of the trading of the core business and the implementation of management's strategy.
The overall outlook for the broader legal sector is mixed due to the uncertainty caused by Brexit, which is impacting general business confidence. However, we believe that there is increasing demand for litigation services and the funding to support such actions which provide significant opportunities for the Group. We remain confident that Rosenblatt is ideally placed to capitalise on the cases and commercial opportunities that have already come to us since IPO and which we expect to continue as our profile and track record are enhanced further as a public company.
The Company has been encouraged by the level of inbound enquiries it has received regarding potential acquisition opportunities, whether they be at the individual, team or firm level. The Board will pursue those that meet its strategic and valuation criteria. The Directors are confident about the outcome for the rest of the year.
****taken from the unaudited management accounts of Rosenblatt Solicitors for the three months ended 31 March 2018.
Nicola Foulston
Chief Executive Officer
Rosenblatt Group plc
18 September 2018
Finance Director's Review
Revenue for the 8-week period to 30 June 2018 was GBP3.0 million (2017: GBP2.6 million***), an increase of 15.4% over a comparison of last year. Advisory activity services across our Dispute Resolution, Real Estate and Employment lines have delivered double-digit revenue growth while, as expected, Corporate activity was down on the comparative period due to uncertainty caused by Brexit impacting business confidence.
Adjusted EBITDA* for the 8 weeks was GBP1.0 million (2017: GBP0.9 million***) representing 33.6% of total income, demonstrating a maintenance of a healthy margin as revenue grows.
Operating costs adjusted for exceptional costs relating to the IPO were GBP2.1 million (2017: GBP1.7 million***), including a GBP0.3 million increase in personnel costs, the majority of which arose from new recruitment and PLC management costs.
The loss before tax for the Period of GBP0.02 million includes GBP1.0 million of costs related to the IPO, resulting in a loss after tax of GBP0.016 million. Adjusted Profit before Tax** was GBP1.0 million (2017: GBP0.8 million***). This has been achieved through continuing tight control of Group operating expenses as the business continues to expand.
The average number of employees during the period was 70, of which five were Directors. Personnel costs were GBP1.4 million (2017: GBP1.1 million***).
Balance sheet, cash flow and financing
The net proceeds of the Placing received by the Company was GBP31.8 million. The balance of the proceeds, having acquired the business and assets of Rosenblatt Solicitors, was GBP11.8 million, with approximately GBP5.0 to GBP7.0 million intended to be used for the in-house funding of litigation and working capital; and approximately GBP5.0 to GBP7.0 million for acquisitions of complementary businesses, investment in IT and AI systems.
The Group has a strong balance sheet with net assets of GBP32.7 million of which cash and cash equivalents was GBP11.8 million at 30 June 2018.
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 68 days at the end of the period, an improvement over the average for 2017. This will be a continued focus in the second half of the year.
Robert Parker
Interim Finance Director
18 September 2018
Consolidated statement of profit and loss and other comprehensive income
for the period from 6th February to 30 June 2018
Hot Features
Premium
Unaudited Period
for the 8 weeks
to 30th June
2018
Note GBP
Revenue 4 3,043,908
Personnel costs (1,362,926)
Depreciation and amortisation (72,934)
Other operating expenses (1,631,435)
Operating profit (23,387)
Adjusted EBITDA 1,021,491
Depreciation and amortisation (72,934)
Non-recurring charges
Admission Costs (971,944)
Financial income 3,260
Financial expenses (1,663)
Net financing (expense) / income 1,598
Loss before tax (21,790)
Taxation 6,154
Loss for the period after taxation (15,636)
=============================
Statutory Earnings per share
Basic and diluted earnings per
ordinary shares 5 (0.02)
Basic and diluted earnings after
non-recurring items per ordinary
shares 5 1.19p
=============================
The results for the periods presented above are derived
from continuing operations.
There were no elements of other comprehensive income for
the financial period other than those included in the
income statement and therefore no statement of comprehensive
income has been prepared.
Consolidated statement of financial position at 30 June
2018
Unaudited at
30 June
2018
Note GBP
Non-current assets
Property, plant and equipment 283,579
Intangible assets & goodwill 6 17,737,610
Non-current assets 18,021,189
Current assets
Trade and other receivables 5,204,330
Cash and cash equivalents 11,791,978
Current assets 16,996,308
Total assets 35,017,497
Non-current liabilities
Deferred tax liabilities (168,193)
Non-current liabilities (168,193)
Current liabilities
Trade and other payables (2,191,802)
Current tax liabilities 4,249
Current liabilities (2,187,553)
Total liabilities (2,355,746)
NET ASSETS 32,661,751
=======================================
EQUITY
Share Capital 160,184
Share Premium 32,517,203
Retained Earnings (15,636)
---------------------------------------
Total Equity 32,661,751
=======================================
Consolidated cashflow statement for the period from 6 February 2018 to 30 June 2018
Unaudited Period for the
8 weeks to
30 June 2018
Operating activities
Loss for the period after tax (15,636)
Adjustments for:
Depreciation 16,656
Amortisation of intangible assets 56,278
Financial income (3,260)
Financial expense 1,663
Admission costs relating to IPO 971,944
1,027,645
(Increase) in trade and other receivables (2,635,966)
Increase in trade and other payables 1,693,693
Cash generated from operations 85,372
Interest paid -
Net cash from operating activities 85,372
Cashflows from investing activities
Purchase of tangible fixed assets (435)
Sale of tangible fixed assets -
Acquisition of trade and assets of Rosenblatt
solicitors (20,000,000)
Interest received 3,260
Interest paid (1,663)
Net cash from investing activities (19,998,838)
Cashflows from financing activities
Issuing of new shares 31,705,444
Net cash from financing activities 31,705,444
Increase in cash and cash equivalents 11,791,978
Cash and cash equivalents at the beginning
of the year -
Cash and cash equivalents
at the end of the year 11,791,978
Consolidated statement of changes in equity for period ended 30 June 2018
Retained
Share Capital Share Premium Earnings Total Equity
At 6 February 2018 0.002 - - 0.002
Comprehensive income;
Loss for the year - - (15,636) (15,636)
Transactions with owners
recognised directly in
equity
Issue of shares 160,184 34,926,216 35,086,400
Share issue costs - (2,409,013) (2,409,013)
------------- ------------- --------- ------------
Balance at 30 June 2018 160,184 32,517,203 (15,636) 32,661,751
Notes for the period from 6 February to 30 June 2018
1. STATUTORY INFORMATION
Rosenblatt Group Plc and its sole subsidiary, Rosenblatt Limited, are limited companies based at 9-13 St Andrew Street, London, EC4A 3AF.
2. ACCOUNTING POLICIES
Basis of preparation and significant accounting policies
These interim unaudited financial statements for the period from incorporation of Rosenblatt Group Plc on 6 February 2018 to 30 June 2018 have been prepared in accordance with the accounting policies set out in the Admission Document of the Group dated 8th May 2018.
The recognition and measurement requirements of all International Financial Reporting Standards ('IFRSs'), International Accounting Standards ('IAS') and interpretations currently endorsed by the International Accounting Standards Board ('IASB') and its committees as adopted by the EU and as required to be adopted by AIM listed companies have been applied.
The financial information contained in this interim report does not constitute statutory accounts for the period ended 30 June 2018. The business was Incorporated on the 6th February 2018 and admitted to AIM on the 8th May 2018 when it commenced trading.
The condensed unaudited financial statements for the period to 30 June 2018 have not been audited or reviewed by auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.
The accounting policies set out below have been applied consistently to the period presented in this financial information.
Judgements made by the directors in the application of these accounting policies that have a significant effect on the financial information and estimates with a significant risk of material adjustment in the next year are discussed further in note 2 ("Accounting Estimates and Judgements").
Business Combinations
The Group applies the acquisition method of accounting to account for business combinations in accordance with IFRS 3, 'Business Combinations'. The consideration paid for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred at the date of acquisition. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. The excess of the consideration transferred over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. All transaction related costs are expensed in the period they are incurred as operating expenses. If the consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in the income statement.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 in the income statement.
Going concern
These interim accounts 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. On 8 May 2018 the Group was admitted to AIM and acquired, through its subsidiary, Rosenblatt Limited, the trade and certain assets of Rosenblatt Solicitors. Rosenblatt Limited, and the Group, are cash generative on an underlying basis, with a strong trading performance since the acquisition.
Accounting estimates and judgements
Revenue from service contracts
Where fees are contractually able to be rendered by reference to time charged at agreed rates, the revenue is recognised to the extent that it is not considered likely to be reversed.
Where revenue is subject to contingent fee arrangements, the Group estimates the amount of variable consideration to which it will be entitled and constrains the revenue recognised to the amount considered highly probable that there will be no significant reversal of. 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. Factors the Group considers when determining whether revenue should be constrained are whether:
i. The amount of consideration receivable is highly susceptible to factors outside the Group's influence.
ii. The uncertainty is not expected to be resolved for a long time.
iii. The Group has limited previous experience (or limited other evidence) with similar contracts.
iv. The range of possible consideration amounts is broad with a large number of possible outcomes.
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.
Trade and other receivables
Provision levels in relation to trade and other receivables are determined after consideration of the likelihood of the clients to pay the amounts considered due and hence an estimation of expected credit losses that may arise. A different assessment of the recoverability of either balance with reference to either the ability or willingness of the client to pay, may result in different values being determined.
When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.
Significant management judgements
IFRS 15 'Revenue from Contracts with Customers'
IFRS 15 'Revenue from Contracts with Customers' On 1 January 2018, IFRS 15 replaces the existing revenue recognition accounting standards - IAS 18 Revenue' and IAS 11 'Construction Contracts'. This standard introduces a new revenue recognition model that recognises revenue either at a point in time or over time. The model features a contract based five-step analysis of transactions to determine whether, how much and when revenue is recognised; this includes the matching of stand-alone prices for services provided to the satisfaction of performance obligations.
Under IFRS 15, revenue must be accounted for at the individual contract level. Therefore, the contracts will be disaggregated, and the assessment of revenue will depend on the performance obligations under the contract. The Group considers that there are typically two revenue contract types used in performing professional services advice, being non-contingent and contingent contract types. Non-contingent work is typically recognised at a fixed value or based upon the value of time incurred to complete the work. It is recognised over the duration of the contract. Contingent work is typically recognised once pre-agreed stages of the contracts performance are reached or concluded as a result of an event linked to each work type performance. Contingent work can contain a profit premium mark up as a result of the risks associated with offering this type of contractual arrangement to clients. Management believe that the performance of the Group's legal and complementary services can be categorised within these two category types. The group only recognises revenues that are contracted.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised us based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.
Estimation uncertainty
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software and IT equipment.
Business combinations
Management uses valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination.
3. Acquisitions and disposals
Acquisition of Rosenblatt Partnership
On the 8th May 2018, the Group acquired the trade and specific assets and liabilities of Rosenblatt Partnership. The acquisition was made in line with the business strategy to acquire legal services businesses and Rosenblatt is an established business in our target market.
Amount settled in cash 20,000,000
-----------------------
Property, plant and equipment 299,800
Brand Value 750,000
Customer contracts 200,111
Deferred Tax (170,098)
Total non-current assets 1,079,813
-----------------------
Trade and other receivables 2,315,367
Total current assets 2,315,367
-----------------------
Trade and other payables (238,956)
Total Current liabilities (238,956)
-----------------------
Identifiable net assets 3,156,224
=======================
Goodwill on acquisition 16,843,776
=======================
Net Cash outflow on acquisition 20,000,000.0
=======================
The details of the business combination are as follows:
The acquisition of the trade, certain assets and liabilities was settled with cash amounting to GBP20,000,000. The fair value of the acquired assets is deemed to be equal to that of the book value.
All receivables acquired are expected to be collected in full.
The fair value of the WIP was calculated by assessing the terms of each individual contract in accordance with IFRS 15.
4. OPERATING SEGMENTS
The Chief Operating Decision Makers ("CODM") are the Board of directors of Rosenblatt Group Plc and its subsidiary, Rosenblatt Limited. The Group has the following four 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:
Reportable segment Operations
Real Estate Provision of legal advice in respect
of construction, planning, real estate
and residential property development
services. These revenue streams are
often time and materials or fixed fee
arrangements, with a minority-based
success fee.
Employment Provision of legal advice in respect
of employment and pension services.
These revenue streams are often time
and materials or fixed fee arrangements
with a minority-based success fee.
Corporate Provision of legal advice in respect
of corporate, family, private client
and taxation services. These revenue
streams are often time and materials
or fixed fee arrangements with a minority-based
success fee.
Dispute Resolution Provision of legal advice in respect
of commercial dispute resolution. The
dispute resolution revenue stream is
often long-term projects with a significant
element of reward weighted to a successful
outcome.
Segment revenue:
2018 (GBP)
Dispute Resolution 2,228,894
Corporate 372,187
Real Estate 336,024
Employment 106,803
-----------
3,043,908
Segment contribution:
Real Employment Corporate Dispute Total
Estate Resolution
GBP GBP GBP GBP GBP
Period ended 30
June 2018
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 - - - -
Other operating
income - - - - 3,260
Depreciation and
amortisation - - - - (72,933)
Personnel
costs - - - - (262,113)
Other operating
expense - - - - (588,156)
Net financial
costs - - - - (1,663)
Adjusted Profit
for the
period after
taxation - - - - 1,021,491
5. EARNINGS PER SHARE
2018
Number
Weighted average number of ordinary shares in issue,
being weighted average number of shares for calculating
basic earnings per share 80,092,106
GBP
Loss for the period and basic earnings attributable
to ordinary equity shareholders (15,636)
Admission Costs 971,944
Underlying earnings before non-underlying items 956,308
Earnings per share is calculated as follows: Pence
Basic and diluted earnings per ordinary share (0.02)
Basic and diluted earnings per ordinary share after
non-recurring items 1.19p
6. INTANGIBLES
Cost Goodwill Customer Brand Total
Contracts
As at 6 February
2018
Acquired through business
combination 16,843,776 200,111 750,000 17,793,887
Adjustments in the
period
Disposals - - - -
As at 30 June
2018 16,843,776 200,111 750,000 17,793,887
Accumulated Amortisation
As at 6 February
2018 - - - -
Charge for period - 50,028 6,250 56,278
As at 30 June
2018 - 50,028 6,250 56,278
Net book value
As at 2 February
2018 - - - -
As at 30 June
2018 16,843,776 150,083 743,750 17,737,609
Details of the Intangibles are provided in Note 3 Acquisitions
These financial statements were approved by the directors on 18th September 2018 and were signed and authorised for issue on their behalf by:
Nicola Foulston
Chief Executive Officer
Company registered number: 11189598
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
IR VDLFFVKFLBBD
(END) Dow Jones Newswires
September 18, 2018 02:00 ET (06:00 GMT)
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