TIDMMMC
RNS Number : 8799K
Management Consulting Group PLC
27 April 2020
27 April 2020
This announcement contains inside information
Management Consulting Group PLC
Preliminary Results
Management Consulting Group PLC ("MCG" or the "Group), the
global professional services group, today announces its preliminary
results for the year ended 31 December 2019. These results reflect
the continuing operations of the Group, comprising Proudfoot.
Key highlights
-- The impact in 2020 of the COVID-19 pandemic is expected to
bring significant challenges for the Group.
-- Reported revenues of GBP33.2m (2018: GBP28.3) up 17% for the year.
-- Adjusted* loss from operations was GBP4.6m (2018: GBP4.2m loss).
-- Further investment in sales capability and marketing at Proudfoot.
-- After non-underlying items retained net loss of GBP6.1m (2018: retained net loss GBP13.7m).
-- Cash balances at 31 December 2019 were GBP11.7m (2018:
GBP17.3m) including GBP4.0m (2018: GBP4.2m) of restricted cash
reserved for indemnity provisions.
-- The Board is of the view that the Group will be better placed
to focus on the turnaround of Proudfoot in a private company
environment.
* operating loss before non-underlying costs and credits
Nick Stagg, Chairman and Chief Executive, commented:
"The increase in revenue during 2019 by 17% was very pleasing,
however the start of 2020 has clearly been very challenging due to
the impact of the COVID-19 pandemic. We continue to work with
clients so that when the crisis abates, we will be in the best
possible position to ramp up operations, building upon the
investments made in 2019 and the solid foundation that the board
considers such investments to have given us for the future. The
board believes that the business will be best served in an unlisted
environment, especially in the aftermath of the business
interruption caused by Covid-19 and we will be writing to
shareholders further on this in the near future."
For further information please contact:
Management Consulting Group PLC
Nick Stagg Chairman and Chief Executive 020 7710 5000
Notes to Editors
Management consulting Group PLC (MMC.L) provides professional
services across a wide range of industries and sectors. For further
information, visit www.mcgplc.com
Market Abuse Regulation
The information contained within this announcement is deemed by
the Group to constitute inside information as stipulated under the
Market Abuse Regulation. Upon the publication of this announcement
via a regulatory information service, this inside information is
now considered to be in the public domain.
The person responsible for arranging for the release of this
announcement on behalf of the Group is Nick Stagg, Chairman and
Chief Executive.
Forward Looking Statements
Certain information contained in this announcement constitutes
forward looking information. This information relates to future
events or occurrences or the Company's future performance. All
information other than information of historical fact is forward
looking information. The use of any of the words "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"should", "believe", "predict" and "potential" and similar
expressions are intended to identify forward looking information.
This information involves known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ
materially from those anticipated in such forward looking
information. No assurance can be given that this information will
prove to be correct and such forward looking information included
in this announcement should not be relied upon. Forward-looking
information speaks only as of the date of this announcement.
The forward looking information included in this announcement is
expressly qualified by this cautionary statement and is made as of
the date of this announcement. The Group does not undertake any
obligation to publicly update or revise any forward looking
information except as required by applicable securities laws.
This preliminary announcement has been approved by the Board on
the basis of the audited and board approved Financial
Statements.
Chairman and Chief Executive's statement
After returning value to shareholders through the successful
building and selling of multiple consultancy brands over the past
decade, MCG is now focused on the execution of rebuilding and
transformation of Proudfoot into a profitable global player in the
operations consulting marketplace. With 2019 delivering a 17%
increase in revenues compared to 2018 and with a further planned
significant reduction in operating costs, as described below, this
now provides the Board with confidence that it is within reach. The
business interruption caused by the COVID-19 pandemic, the impact
of which is described more fully in the going concern and outlook
statements within the Operating and financial review, means that
there will be a delay in achieving the 2020 growth objectives.
The priority in 2019 was to continue the building of the
American business development team to develop a strong marketing
and sales capability, in order to tap into the world's largest
consulting market and position Proudfoot for success in 2020. The
Proudfoot brand and reputation were further enhanced with the
result of winning several key publication awards. The company has
been recognised for a second year running by Forbes as one of
America's Best Management Consulting Firms and by the Financial
Times as one of the UK's Leading Management Consultancies.
While Proudfoot continues to focus on operational transformation
as its core offering, we have made significant progress in
positioning Proudfoot as a transformation leader achieving
measurable results through people. This is evident through the
expansion of its client base, as outlined in the review of
Proudfoot on page 8. Proudfoot continued the rollout of its
sector-based go-to-market strategy in the Americas and Europe,
focused on the established Natural Resources and Industrials
sectors, as well as Maintenance & Repair Operations (MRO)
Transformation (with a focus on Transportation and Aviation). This
approach was taken to reduce the risk of dependence on any one
vertical.
Group revenues were GBP33.2m in 2019. This was an increase of
17% over 2018 (2018: GBP28.3m) and was achieved by maintaining
growth in Europe, further wins in the Natural Resource market,
continuing a flexible approach to meet client needs and alignment
with our specialist verticals. We also continued to invest in sales
capability and marketing which should drive scale in the Proudfoot
business and generate the growth required to deliver an increase in
value to shareholders.
The Group reported an adjusted operating underlying loss of
GBP4.6m for the year compared to a GBP4.2m loss in 2018. Adjusted
operating loss is operating loss before non-underlying costs and
credits. The reported loss for the year was GBP6.1m (2018:
GBP13.7m) after charging non-underlying costs of GBP0.2m (2018:
GBP2.2m). Loss from discontinued operations was GBPnil (2018:
GBP6.7m)
The Group's cash and cash equivalents fell to GBP11.7m as at 31
December 2019 (31 December 2018: GBP17.3m). This reflects operating
losses as well as restructuring costs and includes GBP4.0m (2018:
GBP4.2m) held in escrow accounts connected with the sale of parts
of the Kurt Salmon business.
The Group's only business, Proudfoot, is currently loss making
and the Board's primary focus is on taking all necessary measures
to implement the transformation strategy to return the business to
growth and profitability over the medium term, so as to maximise
value for shareholders.
The market and general economic turmoil that has been unleashed
in recent weeks by the COVID-19 pandemic is expected to bring still
further significant challenges for the Group and it is expected
that operating in this uncertain and unpredictable environment will
likely have a further negative impact on revenues.
Given the Group's financial position and prospects, the Board is
of the view that the cost savings that would come from a delisting
are worth pursuing at this point in time, as they will result in
some welcome relief from the pressure that the Group is currently
experiencing on its cash flow.
The Board, having taken advice from an international advisory
firm, expects that the savings resulting from reduced
administrative expenditure following a delisting will amount to
approximately GBP400,000 per annum. For context, with the advice of
the above mentioned international advisory firm, the Board has also
identified further areas of potential cost savings which, in
aggregate, amount to approximately GBP4m (before the costs to
achieve these savings). The delisting is just one of a number of
measures that the Board intends to take in order to significantly
reduce costs across the business.
Another consideration is the fact that the Company has a free
float below the level required by ongoing requirements set out in
Chapter 9 of the FCA's Listing Rules, with approximately 12% of the
Company's shares having been in public hands since the closing of
the placing and open offer in July 2018. The Listing Rules require
25% of the Company's shares to be in public hands, which for the
purposes of the relevant test excludes any shares held by those
with 5% or more, held by the Company's directors or held by
shareholders in non-EEA states. There has been an ongoing dialogue
with the FCA with respect to this issue, however the Board is of
the view that it has diligently investigated all possible solutions
and reached the reasonable and considered conclusion that none of
these would be in the best interests of the shareholders as a
whole, in the context of the Company's current situation.
Given the Group's current financial position and prospects, and
in particular in light of the impact of COVID-19, the Board
considers that if the impact of COVID-19 is worse or more prolonged
than the Directors' expectations even with the cost saving measures
referred to above taken into account, they may need to seek
additional liquidity support in the short term, whilst the business
interruption caused by COVID-19 continues, unless a business
interruption loan (CBIL) is made available to the Group. See
comments below regarding going concern. An issuance of new shares
to raise capital would be one option to achieve this and the Board
is of the opinion that, with the Company's current market
capitalisation and the available equity capital structures,
obtaining equity funding outside of the listed company environment
would be far more streamlined and less costly than in the context
of a premium listing. Accordingly, in the opinion of the Board the
delisting would give the Group more flexibility and agility when
raising capital.
The Board is of the considered view that the Group will be
better placed to focus on the turnaround of Proudfoot in a private
company environment. This will free up both economic and time
resources, allowing the Board and management to focus more fully on
the implementation of the transformation strategy and to spend less
time and money on the administration that comes with maintaining
the premium listing. Therefore, the Board will be writing to all
shareholders shortly with proposals to delist the Group.
Once Proudfoot has returned to profitability, the medium-term
plan is to sell the business. Similarly to the capital raising
explained above, executing a disposal outside of the listed company
environment is considered by the Board to be more streamlined,
quicker and less costly than in the context of a premium listing,
although shareholders will lose some of the governance rights that
come with a premium listing. Specifically, as exemplified by the
previous Kurt Salmon disposals, the requirements of a premium
listing to publish a shareholder circular and to hold a general
meeting extends deal timelines and creates execution risk, which
may have an adverse impact on the Group's ability to complete any
potential transaction.
Financial and operating review
During 2019 we continued to focus on the transformation of
Proudfoot, particularly in the US, with further investment in sales
capability and marketing.
The financial results contain a number of corrections to the
prior year figures. These restatements are summarised below.
-- Reclassification of expenses incurred in connection with the
issue of shares in July 2018, which were previously deducted from
the share premium account have now been reclassified against
accumulated deficit;
-- Restatement to previously disclosed balances in Other
Reserves in relation to guarantees previously provided to a
subsidiary which was disposed during the 2012 financial year. On
disposal of the subsidiary these guarantees were released and
amounts previously included within Other Reserves should have been
reclassified to accumulated deficit;
-- Amounts previously classified under accruals have been
represented under provisions and other liabilities as they are in
relation to certain claims against the Group and as such have been
included under the provisions note;
-- Reclassification of a pension liability previously held in
accruals to retirement benefit obligation and the associated
recognition under IAS19;
-- Recognition of a tax receivable and tax liability in respect
of a timing difference on withholding tax payable and the
associated refund between tax jurisdictions;
-- The Group and Parent Company statement of cash flows have
been restated to reflect balances which are held as "restricted
cash". This reclassification only has an impact on the Group and
Parent Company statement of cash flows.
Group reported revenue for 2019 was 17% higher at GBP33.2m
(2018: GBP28.3m). Given the higher revenues, and with substantial
investment in sales and marketing, the Group reported a slightly
higher operating loss of GBP4.6m (2018: loss of GBP4.2m) for the
year as a whole.
The Group has reported a net non-underlying charge of GBP0.2m
(2018: GBP2.2m) comprising a charge of GBP0.2m relating to pension
payments to a former employee and GBP0.1m additional costs relating
to prior year disposals less GBP0.1m credit relating to
restructuring costs.
The net interest expense from continuing operations was
marginally higher at GBP1.0m (2018: GBP0.7m). In accordance with
IAS 19, the reported net interest charge for 2019 includes an
imputed charge in relation to defined benefit pensions of GBP0.8m
(2018: GBP0.6m). In addition, following the adoption of IFRS16,
interest expense of GBP0.1m (2018 GBPnil) was recognised in respect
of lease liabilities.
The loss before tax on continuing operations was GBP5.7m (2018:
loss of GBP6.9m). The tax charge on continuing operations was
GBP0.4m (2018: GBP0.1m) which reflects corporate taxes arising in
profit-making jurisdictions without the availability of brought
forward losses and the impact of project specific withholding taxes
and a tax charge relating to prior year adjustments with regard to
submitted 2018 tax returns.
Loss for the Year
The reported Group loss for the year attributable to
shareholders was GBP6.1m (2018: GBP13.7m loss).
The adjusted loss per share attributable to continuing
operations was 0.4p (2018: loss of 0.5p) and the basic loss per
share attributable to continuing operations was 0.4p (2018: loss of
0.7p).
The total comprehensive expense for the year attributable to
owners of the Group is GBP4.8m (2018 restated : GBP10.2m), after
recognising actuarial gains on defined benefit post retirement
obligations of GBP1.0m (2018 restated: loss of GBP1.1m), tax on
items directly to comprehensive income of GBP0.1m (2018 : GBPnil)
and exchange gains on translation of foreign operations of GBP0.3m,
(2018: GBP0.3m loss).
Balance sheet
Right of use Assets
Following the adoption of IFRS 16, a right-of-use asset of
GBP0.8m was recognised as at 1 January 2019. This represents
property leases in London and some small plant and equipment items.
The Group entered into a new office lease in Atlanta in February
2019 and further assets of GBP0.7m have been recognised. The
right-of-use assets are depreciated over the life of the leases and
GBP0.3m of depreciation has been recognised in the income
statement. The closing right-of-use asset at 31 December 2019 was
GBP1.2m. In accordance with the standard, related lease liabilities
are brought onto the balance sheet. At 31 December 2019 the closing
lease liability was GBP1.7m.
Net Cash
At 31 December 2019, the Group reported cash and cash
equivalents of GBP11.7m (2018: GBP17.3m).
Reported cash balances at 31 December 2019 include GBP4.0m
(2018: GBP4.2m) of cash required to be retained to support certain
contingent creditors of the Group. In particular, EUR1.5m was held
in an escrow account and in addition a further EUR1.6m was held at
HSBC to secure further indemnity obligations to Wavestone, the
acquirer of the French and related operations of Kurt Salmon. The
HSBC security has been extended to 17 September 2020. The total
held in respect of potential Wavestone claims amounts to EUR3.1m.
Although a substantial proportion of this cash is expected to
become available to the Group for general corporate purposes as the
contingent obligations fall away over time, the exact amount and
timing is still subject to uncertainty.
Pensions
The retirement benefits obligation reflected in the Group
balance sheet at 31 December 2019 relates to the net liability
under a part-funded US defined benefit pension scheme of GBP8.3m,
an unfunded French retirement obligation of GBP0.4m, a German
defined benefit scheme of GBP1.1m and a legacy Kurt Salmon UK
defined benefit pension scheme which shows a closing asset position
of GBP0.1m. The US defined benefit pension scheme is not open to
new employees and existing members are not accruing further
benefits. The net post-retirement obligation for defined benefit
schemes decreased from GBP10.3m (restated) at 31 December 2018 to
GBP9.7m at 31 December 2019. This is principally as a result of the
actuarial changes in respect of the US scheme liabilities together
with a rise in market value of the investments held to support this
liability. During 2019 the fund was managed on a basis to reduce
(as far as possible) the deficit between liabilities and assets
whilst maintaining an appropriate risk profile. This was achieved
by having 35% of the fund in equities and 65% in bonds. In
addition, we have now recognised a German defined benefit pension
liability of GBP1.1m. Prior to 2019, this liability was stated on
the balance sheet within trade and other payables, however the
liability should be correctly disclosed as part of the Group's
pension obligations.
Provisions
Provisions relate to residual obligations arising from the
servicing for the transitional service agreements in relation to
the Kurt Salmon disposal and litigation provisions relating to a
number of legal disputes in connection to former employees of the
Group and in relation to the Kurt Salmon disposal plus Group entity
restructuring. These have decreased from GBP4.5m (restated) at 31
December 2018 to GBP3.5m at 31 December 2019. The reduction
principally relates to the utilisation of the provisions set up to
cover the transitional service agreements and derecognition of the
onerous lease in San Francisco due to the adoption of IFRS 16.
Net Assets
The net assets of the Group decreased from GBP0.5m (restated) at
31 December 2018 to a net liability of GBP4.3m at 31 December 2019,
primarily due to the retained loss for the year.
Dividends
The Board does not intend to declare a dividend for 2019 (2018:
nil).
Alternative Performance Measures
We have adopted the use of certain alternative performance
measures and therefore have adjusted profit/loss to reflect the
exclusion of material non-underlying costs. The non-underlying
costs relate to items which are not related to the normal operating
costs of the business and therefore have been removed from
operating profit/loss to ensure more clarity around the trading
operations of the business. Each of the non-underlying costs have
been assessed to determine its nature and that the class of cost
would not be expected to recur.
Going Concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report. The Group prepares regular
business forecasts which are reviewed by the Board. Forecasts are
adjusted for sensitivities, which address the principal risks to
which the Group is exposed, and consideration is given to actions
open to management to mitigate the impact of these
sensitivities.
In assessing sensitivities, the Board took into account the
previous slower than expected pace of change at Proudfoot and the
disappointing results in past periods. The Board has, in
particular, considered risks related to revenue and looked at
assumptions both consistent with the recent past and the long-term
changes in revenue. In addition, we have considered the risks
related to the Kurt Salmon escrow funds (being an amount of GBP4.0m
as of the date of this report) and have made assumptions on a worst
case that these are not resolved during the period of review. The
Board has carried out a review of operating costs, with the
assistance of an international advisory firm and had identified
further cost savings amounting to approximately GBP4m. GBP2.8m of
savings have been factored into the next twelve months forecast and
are assumed to take effect from April 2020. In order to crystallise
these savings we note an initial outlay of GBP0.4m over the next
three to four months. Further savings from the GBP4m have yet to be
planned and are therefore not included in the forecast period to 30
April 2021.
The global COVID-19 pandemic has resulted in the Board revising
its initial forecasts in light of the Group beginning to suffer
from the implications of the pandemic, and at the date of this
report, the Group has seen the majority of its projects suspended
or put on hold. This is due to the fact that the consultants
engaged on projects have to travel to client premises, this travel
is of an international nature and the majority of countries are not
allowing anything other than essential travel. Therefore, we are
broadly unable to travel to clients to service their needs. Hence
COVID-19 has introduced a significant, but temporary, business
interruption.
In light of the global pandemic, the Board has increased the
regularity of its review to operate as a going concern. The normal
13-week cash flow model reviewed by the Board to manage the
business, has now been extended to cover a 26-week period, this is
more likely to cover the period of business interruption created by
COVID-19. This extended forecast is based on current known revenue,
as adjusted for the impact of COVID-19 and all forecast expenditure
falling due within this period on a week by week basis. We have
made a key assumption that this business interruption caused by the
pandemic will ease over the summer with a resumption of work from
September onwards, albeit at a slow rate. We have extended this
cash flow to cover the next twelve months on a prudent basis so
that the Directors can form a valid assessment of going concern -
this forecast to April 2021 is based on committed cash receipts to
August 2020, a slow ramp up of projects reopening and known
expenditure.
We have implemented a number of key mitigations in order to
preserve liquidity. These include staff restructuring which will
result in GBP2.8m of savings over the next twelve months, a
temporary salary reduction of all employees by 25%, and the
implementation of tax (VAT, PAYE and equivalent taxes) deferments,
furlough of employees, and other government initiatives that have
been introduced in the various geographies where we are based. This
also includes the postponement of pension contributions for 2020,
due in the USA, amounting to GBP1.5m (as provided under the US
CARES Act 2020), with the payment being deferred until January
2021.
We have applied for access to the CBILS business interruption
loan scheme as announced by the UK Government as well as similar
schemes, where available, in other jurisdictions. Currently it is
not clear if we will qualify for these loans and have therefore not
included them in our forecasts.
The Group continues to manage the liabilities related to the
disposals made in 2015 and 2016 and, in particular, to negotiate
the release of funds held under the escrow arrangements which
guarantee certain contingent liabilities relating to the disposal
of parts of the Kurt Salmon business in 2016.
The Directors have prepared a number of scenarios and have
considered a twelve month cash flow forecast with a worst case
sensitivity which has been prepared using only known cash receipts
(reduced by 30% from May to mid-July) and forecast revenue deferred
three months longer than anticipated and reduced by a factor of
approximately 45% compared to the pre COVID-19 working capital
model, with cash expenditure adjusted for the mitigating actions
that have been agreed and implemented following review of the
Group's operating cost base. The benefit of any governmental loan
schemes have not been included at this point in time as their
receipt is still uncertain, however actions such as furloughing
staff and reducing all non-essential expenditure have been
implemented as well as an temporary employee pay reduction of
25%.
The Board had concluded that both the revised cash forecast and
the worst case forecast up to April 2021, indicate that the Group
has adequate resources to be able to operate for the foreseeable
future.
However, if the impacts of COVID-19 are worse or more prolonged
than the Directors' expectations, the Group may need to seek
additional liquidity support. Given the lack of certainty that
COVID-19 will have on the Group's ability to deliver its services
to its customers and the markets in which it operates, and the
availability of support from liquidity providers that may be
required of which there is no guarantee, these conditions indicate
the existence of a material uncertainty which may cast significant
doubt on the Group's and the Company's ability to continue as a
going concern.
Notwithstanding the impact of COVID-19 identified above, the
Directors have a reasonable expectation that the Group will have
sufficient cash flow and available resources and if necessary will
be able to raise additional funds to continue operating for at
least twelve months from the approval date of these Financial
Statements. Accordingly, the Directors continue to adopt the going
concern basis in preparing the Group and the Company its Financial
Statements.
Outlook
The start of 2020 was positive and the Group was well placed to
reap the benefits of the investment in people that was undertaken
in 2019. The Group has, unconnected to COVID-19, undertaken a
detailed review of its cost base with the assistance of an
international advisory firm and had identified further cost savings
amounting to approximately GBP4m per annum. On implementation of
the cost savings, the Group would have been close to or at break
even with no further growth in revenues, before the impact of
COVID-19.
During February the Group began to suffer from the implications
of the COVID-19 pandemic with a number of projects in its Asian
business deferred or temporarily put on hold, although Asia only
represents a modest proportion of Group revenues. During March the
pandemic spread to a significant number of other countries and this
has resulted in the majority of its projects being suspended or put
on hold. In order for Proudfoot to carry out its services the
consulting workforce needs to travel to its clients' premises. This
often requires international travel which is severely restricted at
present. Very little of Proudfoot's client work can be performed
off site.
The Group has implemented a series of actions to protect the
health and safety of its employees In line with advice from local
authorities and governments in all the jurisdictions in which the
group operates. These are monitored and reviewed on a regular basis
and communicated to our employees and clients.
The duration of the current restrictions in the majority of
geographies in which the Group operates is currently undefined and
therefore the length of this period of interruption cannot be
estimated with any reasonable certainty. During this business
interruption the business is using all available governmental
grants and assistance in all its geographies to maximise liquidity
and minimise net cash outflow.
The Group is therefore managing its liquidity and its cost base
very tightly including the deferral of any non-essential
expenditure and where appropriate temporary salary reductions with
the deferral of variable pay and bonus payments.
Notwithstanding this period of business interruption, caused by
COVID-19, the Group is still in contact with clients and
prospective clients and further projects have been won , however
the start dates are deferred until the current crisis abates. Our
focus, in this time of crisis, is to continue to support our
clients as they navigate through this uncertainty, while ensuring
our business is well-prepared for the "new-normal" of what will
emerge post COVID-19, a time where every organisation will need to
transform itself. Clients will continue to look for the outside
support we provide: the implementation of transformational change
and delivery of measurable results. With the current book of
projects, Proudfoot's strong positioning in the operational
transformation market, the Group should be well placed to take
advantage of the expected upturn in activity with a significantly
more efficient cost base once the economic and operational backdrop
improves.
Proudfoot
While overall revenue growth was below Board expectations, a 17%
revenue growth year on year was achieved. This was generated by a
sales input growth of 22% over 2018.
However, as we go to print, the world is entering a period of
unprecedented business disruption with the exact impact of the
COVID-19 pandemic remaining unclear. Our focus, in this time of
crisis, is to continue to support our clients as they navigate
through this uncertainty, while ensuring our business is
well-prepared for the "new normal" of what will emerge post
COVID-19, a time where every organisation will need to transform
itself. The progress we made in 2019 will stand us in good stead.
Clients will continue to look for the outside support we provide;
the implementation of transformational change and delivery of
measurable results.
Our strategic transition to a global vertical based business
started in 2018, and is now complete. We remain focused on Natural
Resources, Industrials, MRO and Digital Transformation. A truly
global delivery model, has enabled us to compete effectively with
our much larger competitors.
We successfully secured new clients with strong brand
recognition in all our verticals. We expect these clients to need
consulting support during and post COVID-19. They will also act as
our champions for future prospects.
We continued to outperform the industry average in 2019. Source
Global Research, one of the consulting industry's most respected
commentators, published research stating once again that most
buyers of consulting services do not get a return on their
investment. Our strategy is to continue to address this through
publishing our client audited performance data where we continue to
deliver well in excess of a 4:1 return on consulting spend.
Our investment in marketing is paying off, especially with
clients and prospects within the Natural Resources sector. We have
made great headway online with a new website and increased online
and social media presence. In 2019, we became a platinum sponsor of
Future of Mining (FOM) globally, contributing thought leadership
and regularly sharing our best practices through FOM events,
including Sydney, London and Denver.
2019 saw the launch of #HeadsUp, a collaborative global movement
that is dedicated to encouraging better leadership at every level
to grow a culture where people are more actively engaged in the
world around them, leveraging human connection, technology and data
to drive better outcomes. It's about developing better leaders who
prioritize connecting with people and human interaction in order to
build extraordinary business results. Great leaders know great
things happen at the intersection of people and technology. We
expect this movement to reinforce our value proposition - driving
change through people - and enable Proudfoot to bring that social
messaging to a commercial setting.
We have further strengthened our global talent in Private
Equity, Natural Resources and Supply Chain, with the addition of
key executives in both sales and delivery, whom we have no doubt
will help us secure new business.
In addition, 2019 saw Proudfoot continue to win awards. The
company has been recognised for a second year running by Forbes as
one of America's Best Management Consulting Firms and by the
Financial Times as one of the UK's Leading Management
Consultancies.
Business Overview
Our work in the Natural Resources sector remains strong and
represented 49% of revenues in 2019 (2018: 51%), with a significant
number of new clients across all regions for both large and
mid-sized mining houses as well as leading building material
companies, including in digital transformation. A number of
projects were focused on recovering lost time and budget on large
CAPEX projects, a likely source of demand for future consulting
work post COVID-19.
Outside of Natural Resources, our business finished the year
geographically and sector diverse. In North America, our projects
with clients in the Aerospace and Aviation sectors, initially
focused on MRO challenges, have expanded to address supply chain
and logistics transformation. New client wins have helped establish
Proudfoot as a key player in the transportation sector more
generally.
In Europe we saw success in Industrials across UK, France and
DACH markets, especially within the Chemicals sector with a number
of consulting projects focused on asset management, plant shutdowns
and turnarounds. Our success with Supply Chain and Procurement
projects in the Automotive sector for leading Tier 1 suppliers led
to the Financial Times recognition in their list of Leading
Management Consultants.
In Asia, we continued to work as a trusted partner for clients
in Insurance, Transportation, Hospitality and Aerospace MRO, while
winning new work in Digital Transformation.
In 2019 we continued to focus our efforts on scaling the
business, increasing our investment in marketing and recruiting new
business development and leadership talent. In addition, we
established partnerships with several innovative technology
companies, providing us with complementary skills and capabilities
to better address the transformation challenges of our clients. We
also entered into a strategic alliance with Strategia Worldwide, a
provider of Risk Management Services. We expect this partnership to
be well timed as the business world adjusts and focuses on
developing more robust responses to global disruption.
The business's KPI's are revenue, sales input, new work and
repeat work, revenue and sales input by sector.
Revenues
Revenues from clients based in EMEA represented approximately
64% of total revenues in 2019 (2018: 66%). Europe continued to
strengthen with growth from GBP18.8m in 2018 to GBP21.2m largely as
a result of continued confidence from strong client relationships
in Natural Resources. 87% of revenues came from existing clients
(2018: 77%). New business development in European Industrials was
strong with 70% of revenues coming from new clients (2018: 43%).
The shortfall in European Industrials formed the majority of the
budget shortfall in global revenues.
Americas had a strong H1 in Industrials and MRO but flattened
during H2 leaving the business under performing overall with 31% of
global revenues. America revenues for the year stood at GBP10.4m
(2018: GBP7.1m). The remaining revenue shortfall against budget
came from US Industrials market, which was a result of poor team
performance. While 60% of Industrials revenues came from new
business development (2018: 45%), only 8% of revenues came from new
business development in MRO (2018: 72%). Natural Resources Americas
reflects Proudfoot's traditional new business versus repeat
business ratio of 30% versus 70% respectively.
Asia represented 5% of global revenues, falling short against
expectations and making up the remaining shortfall in global
revenues.
Our client conversion rates for submitted proposals have
continued to remain strong and above industry average across 2019.
Average win rate is 46% and this ranges from 25% to 58% depending
on geography - in short, when we make a proposal we continue to
have a good chance of success. We see this as a core competence,
and see new business development as the continued focus - the
ability to scale the volume of opportunities to submit
proposals.
At the time of writing we are submerged in a global pandemic and
economic crisis. Our efforts are focused on the health and safety
of our teams - employee and client; the reshaping of the business
to emerge strong at the conclusion of the crisis; and the continued
development of relevant services to deliver to our clients. Even
though these are difficult times, we continue to win new business
although the start of those projects are deferred until the
abatement of the pandemic and travel restrictions begin to
lift.
Principal risks and uncertainties
Identifying key areas
The Board has carried out a robust assessment of the Group's
emerging and principal risks and the disclosures in the annual
report that describe the principal risks and the procedures in
place to identify emerging risks and explain how they are being
managed or mitigated.
Risk management process
The risk management process can be summarised as follows:
Identify risk, then assess, develop mitigation plans, reassess
and report to the Board
1. Demand for services provided by Proudfoot in the markets and
sectors in which it operates
Description
Proudfoot operates in several geographies and industry sectors
and demand for its services can be affected by global, regional or
national macro-economic conditions and conditions within individual
industry sectors. Proudfoot operates in a competitive environment,
where other consulting firms seek to provide similar services to
its clients. Changes in demand for Proudfoot's services can
significantly impact revenues and profits.
Mitigation
In response to anticipated changes in demand and competitive
pressures, the Group made changes in 2019 to Proudfoot's offering
to exploit opportunities for business in geographies and sectors
where demand is increasing. Proudfoot operates a flexible model and
can deploy staff to areas of higher demand to optimise utilisation.
Part of the total remuneration paid to senior employees is in the
form of variable pay related to financial performance, which
provides some profit mitigation in the event of a decline in
revenues.
Increasing
Market conditions in 2019 varied between the key sectors and
geographies in which Proudfoot operates, in some cases showing
positive trends, in others negative ones. Demand from Natural
Resources clients, a key sector for Proudfoot's services, improved
in 2019, however the COVID-19 pandemic has significantly impacted
the demand for services as we enter 2020, due to the inability to
travel internationally to client sites to deliver our services.
2 Development and retention of key client relationships
Description
Proudfoot typically contracts with clients for the delivery of
project-related consulting services over relatively short periods.
These individual projects can lead to repeat business or form part
of a longer-term series of related projects. However, individual
clients may change their preferred suppliers or may change the
quantity of such services or the price at which they buy such
services. Failure by Proudfoot to develop and retain client
relationships could result in a significant reduction in the
Group's revenues. Potential unforeseen contractual liabilities may
arise from client engagements that are not completed
satisfactorily.
Mitigation
The changes made to Proudfoot's business processes in 2019 were
designed to promote and enhance client relationships, and to
generate revenues over longer periods than those of a typical
single project. This includes different contracting models as well
as a continued focus on the delivery of high-quality work that
meets clients' expectations. Our human resources management
policies emphasise the importance of maintaining and developing
client relationships. Potential contractual liabilities arising
from client engagements are managed through the control of
contractual conditions and insurance arrangements.
Level
Proudfoot has retained key client relationships and continued to
work to develop new long-term relationships. Repeat work for
clients in 2019 rose to 69 % from 63% in 2018.
3 Recruitment and retention of talented employees
Description
The Group is dependent on the recruitment and retention of key
personnel to develop and maintain relationships with clients and to
deliver high quality services. Any failure to attract and retain
such personnel, or which results in their unforeseen departure from
the business, may have detrimental consequences on the Group's
financial performance.
Mitigation
The Group has remuneration policies and structures that reward
good performance consistent with prevailing market levels of
remuneration. For senior employees, a significant element of total
remuneration is variable and linked to financial and other
performance measures, which provides opportunities for enhanced
rewards. The Group is actively looking to hire from as broad a pool
of talent as possible.
Increasing
Staff retention has been managed effectively and we have
recruited in areas of the business which are being developed as the
business returns to growth. Further skilled consultants will need
to be recruited.
4 Optimisation of the Group's intellectual capital
Description
The intellectual capital of the Proudfoot business, including
its methodologies and its track record of successful sale and
delivery of assignments to clients, is a key asset which must be
maintained, continually developed and protected, so that its
offerings remain distinctive and attractive to clients. It is
possible that employees who exit the business may appropriate this
intellectual capital for use by themselves or by the Group's
competitors.
Mitigation
The Group maintains a comprehensive knowledge management system
to record its methodologies and track record of client assignments.
It develops and refreshes these continually in response to, and in
anticipation of, market demand. The Group protects its intellectual
property through appropriate contractual arrangements with
employees and others, and through legal action where necessary.
Level
We have continued to invest to develop new offerings and to
build our intellectual capital.
5 Fluctuations in foreign currency exchange rates
Description
The Group reports its results and financial position in Pounds
Sterling but operates in and provides services to clients in many
countries around the world, conducting most of its business in
other currencies. In particular, a significant proportion of the
Group's business is conducted in US Dollars and Euros. Fluctuations
in prevailing exchange rates may have a significant impact on
reported revenues.
Mitigation
Where appropriate, the Group will undertake hedging to mitigate
currency risk. This is rarely undertaken since the Group's cost
base is, in broad terms, located in those countries in which the
Group generates revenues. The currencies in which costs and
revenues are denominated are therefore, to a great extent, matched
and this tends to reduce the impact of exchange rate fluctuations
on reported profits.
Level
Currency volatility has not had a significant impact on reported
revenues and operating results in 2019.
6. Management of residual liabilities
Description
In 2016, the Group completed three major disposals. As part of
these disposals, the Group agreed to provide certain transitional
services and also retained responsibility for certain contingent
liabilities relating to the businesses sold. It placed certain of
its cash balances in escrow as guarantees for these potential
liabilities. The amount of actual costs and the timing and amount
of the release of cash from escrow could vary from our initial
assumptions, thereby reducing the amount of liquidity available for
the Group's continuing operations.
Mitigation
The initial contractual arrangements were structured to limit in
amount and time the overall potential liabilities of the Group and
management monitors the actual costs and potential liabilities.
Level
Whilst transition services agreements have been effectively
managed and have now been completed, there remains risk to the
effective timing of release from liabilities (including of cash
reserved to cover them) arising from existing warranty claims from
the acquirers.
7. Pension liabilities
Description
The Group has a number of retirement plans covering both current
and former employees, including defined benefit plans notably in
the US and the UK. The US defined benefit pension scheme is not
open to new employees and existing members are not accruing further
benefits. The net post-retirement obligation for defined benefit
schemes decreased from GBP10.3m at 31 December 2018 to GBP9.7m at
31 December 2019, principally as a result of the actuarial changes
in respect of the US scheme liabilities together with a rise in
market value of the investments held to support this liability.
There is a risk that the amount of the liability changes depending
on the actuarial value and investment return in the schemes. In
addition, there is a risk that if the funding ratio in the US drops
significantly there would be a requirement for additional
contributions into the fund thereby decreasing the Group's cash
resources. During 2019 the fund was managed on a basis to reduce
(as far as possible) the deficit between liabilities and assets
whilst maintaining an appropriate risk profile. This was achieved
by having 65% of the fund in bonds and 35% in equities. In
addition, we have now recognised a German defined benefit pension
liability of GBP1.1m. Prior to 2019, this liability was stated on
the balance sheet within trade and other payables, however the
liability should be correctly disclosed as part of the Group's
pension obligations.
Mitigation
The Group maintains an active dialogue with the Trustees of the
plans. In addition, the Group continues to explore exit plans for
the remaining plan members of the Kurt Salmon UK pension
scheme.
Level
During 2019, the liability for the US defined pension scheme
decreased due to stock market increases in the period. These market
gains were reversed in early 2020 due to the impact of COVID-19 and
the deficit has subsequently increased, however market volatility
is high at present, and once the pandemic has subsided it is
thought the stock market will improve and reverse these early
losses. As noted in post balance sheet events, the 2020 pension
contribution has been deferred to January 2021.
8. Liquidity
Description
The Group has a series of complex entities in different
jurisdictions, with varying ability to transfer funds between
geographies. This together with a broadly fixed cost base, means
that the group has to monitor liquidity by entity and as a group on
a regular basis.
Mitigation
The Group maintains a comprehensive treasury function, which
enable to group to swiftly react to shortfalls in liquidity at an
entity level. In addition, the Group plans ahead with regular cash
forecasts, and explores where appropriate additional funding as and
when required.
Increasing
The 2019 losses have reduced liquidity within the Group, and
therefore the Group is investigating alternative methods of
improving liquidity including cost reductions and alternative
funding routes. The impact of COVID-19 has accelerated the urgency
for these actions.
Viability statement
Prior to the COVID-19 pandemic the Directors have assessed the
Group's prospects, taking into account its current position and the
principal risks to the business, over a two-year time period. The
Directors considered this to be the appropriate time horizon given
the Group's continuing operations, retained obligations after the
2015 and 2016 disposals, its financial position and the industry
segments to which it provides services. Furthermore, the use of a
two-year review period is considered appropriate due to the nature
of short term nature of the order book. This is consistent with the
period which has been used for planning purposes and with the
approach taken in 2018.
Following the disposals, the Group's continuing business only
comprises Proudfoot, and is materially smaller, less diverse and
has reduced global reach and scale. The Board remains committed to
improving the performance of Proudfoot and restoring that business
to profitable growth. Proudfoot has a long-established brand and a
historically successful business model. The Board has in place a
plan to restore revenue growth and profitability in the Proudfoot
business. The Board has prepared an operating budget and financial
projections for the Group covering 2020 and 2021 as part of its
strategic planning process. The Directors have assessed the
financial impact of potential downside financial scenarios, taking
into account the principal risks to the business, and the actions
that the Board can take to mitigate those risks and reduce costs.
The Board has, in particular, considered risks related to revenue
and looked at assumptions consistent with both the recent and the
long-term changes in revenue, including no growth in revenue and
decreasing revenue in line with historic long-term trends. In
addition, the Board has considered the risks related to the Kurt
Salmon escrow funds (being an amount of GBP4.0m as of the date of
this report) and have made assumptions on a worst case that these
are not resolved during the period of review. The Board has
considered mitigating actions that could be taken if these
scenarios become likely and these have been reflected in the
Group's sensitised forecasts. The Board has concluded, prior to the
COVID 19 pandemic, that even in the reasonable worse case, the
Group had sufficient cash resources.
During February the Group began to suffer from the implications
of the COVID-19 pandemic with a number of projects in its Asian
business deferred or temporarily put on hold. During March the
pandemic spread to a significant number of other countries
resulting in the majority of its projects being suspended or put on
hold.
The Group has implemented a series of actions to protect the
health and safety of its employees In line with advice from local
authorities and governments in all the jurisdictions in which the
Group operates. These are monitored and reviewed on a regular basis
and communicated to our employees and clients. Further details of
the actions taken are disclosed under the going concern
disclosures.
In order for Proudfoot to carry out its services the consulting
workforce needs to travel to its client's premises. This often
requires international travel which is severely restricted at
present. Very little of our client work can be performed off site
and it is inevitable that COVID-19 will adversely affect our
business in the short term. The Directors have prepared a number of
scenarios and have considered a twelve month cash flow forecast
with a worst case sensitivity which has been prepared using only
known cash receipts (reduced by 30% from May to mid-July) and
forecast revenue deferred three months longer than anticipated and
reduced by a factor of approximately 45% compared to the pre
COVID-19 working capital model, with cash expenditure adjusted for
the mitigating actions that have been agreed and implemented
following review of the Group's operating cost base. The benefit of
any governmental loan schemes have not been included at this point
in time as their receipt is still uncertain, however actions such
as furloughing staff and reducing all non-essential expenditure
have been implemented as well as an temporary employee pay
reduction of 25%.
The duration of the current restrictions in the majority of
geographies in which the Group operates is currently undefined and
therefore the length of this period of interruption cannot be
estimated with any reasonable certainty. The directors have
forecasted client work to commence in September 2020, but albeit at
a slower rate than previously anticipated.
During this business interruption the business is using all
available governmental aid and assistance in all its geographies to
maximise liquidity and minimise net cash outflow.
The Group is therefore managing its liquidity and its cost base
in a very aggressive manner including the deferral of any
non-essential expenditure and where appropriate temporary salary
reductions with the deferral of variable pay and bonus payments
Given the Company's current financial position and prospects,
and in particular in light of the impact of COVID-19, the Board
considers that if the impact of COVID-19 is worse or more prolonged
than the Directors' expectations, even with the cost saving
measures referred to above taken into account, they may need to
seek additional liquidity support in the short term. An issuance of
new shares to raise capital would be one option to achieve this and
the Board is of the opinion that, with the Company's current market
capitalisation and the available equity capital structures,
obtaining equity funding outside of the listed company environment
would be far more streamlined and less costly than in the context
of a premium listing. Accordingly, in the opinion of the Board the
delisting would give the Company more flexibility and the ability
to be agile when raising capital.
In conclusion, prior to the COVID-19 pandemic, the Directors
assessed the Group's prospects and viability over a two-year time
period. However, COVID-19 has had a significant impact on the
Group's operating environment resulting in an alignment of the
Group's going concern assessment and viability assessment performed
by the Directors given the material uncertainty in the Group's
ability to generate revenue in the normal course of business. The
Directors conclude that due to the COVID-19 pandemic the business
will be able to continue in operation and meet its liabilities as
they fall due over the period of their assessment for a period of
twelve months based on the measures noted above.
Group income statement
for the year ended 31 December 2019
2019 2018
GBP'000 GBP'000
-------------------------------------------------- --------- ---------
Continuing operations
Revenue 33,200 28,285
Cost of sales (17,186) (13,975)
--------------------------------------------------- --------- ---------
Gross profit 16,014 14,310
Total administrative expenses (20,851) (20,677)
--------------------------------------------------- --------- ---------
Administrative expenses - non-underlying
other (847) (2,568)
Administrative expenses - non-underlying
credit 632 412
Loss from operations - underlying* (4,622) (4,211)
--------------------------------------------------- --------- ---------
Loss from operations (4,837) (6,367)
Investment revenues 113 89
Finance costs (963) (670)
--------------------------------------------------- --------- ---------
Loss before tax (5,687) (6,948)
Tax (375) (112)
--------------------------------------------------- --------- ---------
Loss for the period from continuing operations (6,062) (7,060)
Loss for the period from discontinued operations - (6,670)
--------------------------------------------------- --------- ---------
Loss for the year (6,062) (13,730)
--------------------------------------------------- --------- ---------
Loss per share - pence
From loss from continuing operations for
the year attributable to owners of the
Company
Basic (0.4) (0.7)
Diluted (0.4) (0.7)
Basic - adjusted (0.4) (0.5)
Diluted - adjusted (0.4) (0.5)
--------------------------------------------------- --------- ---------
From the loss for the period:
Basic (0.4) (1.4)
Diluted (0.4) (1.4)
Basic - adjusted (0.4) (0.6)
Diluted - adjusted (0.4) (0.6)
--------------------------------------------------- --------- ---------
*operating loss before non-underlying costs and credits
Group statement of comprehensive income
for the year ended 31 December 2019
2019 2018
GBP'000 GBP'000
restated
------------------------------------------------------- --------- ----------
Loss for the year (6,062) (13,730)
-------------------------------------------------------- --------- ----------
Items that will not be reclassified subsequently
to profit and loss
Actuarial gains/(losses) on defined benefit
post-retirement obligations 973 (1,050)
Tax items taken directly to comprehensive
income (84) 6
Exchange differences recycled through loss
for the year as part of the Brazil disposal - 4,931
-------------------------------------------------------- --------- ----------
889 3,887
Items that may be reclassified subsequently
to profit and loss
Exchange differences on translation of
foreign operations 331 (342)
-------------------------------------------------------- --------- ----------
331 (342)
------------------------------------------------------- --------- ----------
Total comprehensive expense for the year attributable
to owners of the Company (4,842) (10,185)
-------------------------------------------------------- --------- ----------
Group statement of changes in equity
for the year ended 31 December 2019
Shares
held
by
Share employee Capital
Share Share compensation benefit Translation redemption Accumulated
Note capital premium reserve trust reserve reserve deficit Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Audited balance
as at
31 December
2017 as
previously
stated 5,111 8,023 158 (103) (2,733) 7,064 (15,376) 2,144
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Impact of
transition
to IFRS 9 - - - - - - (153) (153)
Reclassification
of historical
reserve 25 - - - - - (5,878) 5,878 -
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Balance at 1
January
2018 restated 5,111 8,023 158 (103) (2,733) 1,186 (9,651) 1,991
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Comprehensive
expense
for the period
Loss for the
period - - - - - - (13,730) (13,730)
Other
comprehensive
expense
- restated - - - - 4,589 - (1,044) 3,545
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Total
comprehensive
expense
for the period - - - - 4,589 - (14,774) (10,185)
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Contributions by
and
distributions to
owners
Share based
payments - - 74 - - - - 74
Issue of new
shares -
restated 25 10,054 - - - - - (1,409) 8,645
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Total
transactions
with
owners 10,054 - 74 - - - (1,409) 8,719
Restated balance
at 31 December
2018 15,165 8,023 232 (103) 1,856 1,186 (25,834) 525
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Impact of
transition
to IFRS 16 - - - - - - 22 22
Balance at 1
January
2019 restated 15,165 8,023 232 (103) 1,856 1,186 (25,812) 547
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Comprehensive
expense
for the period
Loss for the
period - - - - - - (6,062) (6,062)
Other
comprehensive
expense - - - - 331 - 889 1,220
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Total
comprehensive
expense
for the period - - - - 331 - (5,173) (4,842)
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Contributions by
and
distributions to
owners
Shares
transferred to
ESOP - - - (26) - - - (26)
Share awards
lapsed - - (9) - - - 9 -
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Total
transactions
with
owners - - (9) (26) - - 9 (26)
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Balance at 31
December
2019 15,165 8,023 223 (129) 2,187 1,186 (30,976) (4,321)
----------------- ---- -------- -------- ------------ -------- ------------ ----------- ------------ --------
Group balance sheet
as at 31 December 2019
2018
2019 GBP'000
GBP'000 (restated)
Non-current assets
Intangible assets and goodwill 15 40
Property, plant and equipment 116 108
Right-of-use assets 1,181 -
Financial assets - 420
Deferred tax assets - 86
---------------------------------------------------- ---------- -------------
Total non-current assets 1,312 654
---------------------------------------------------- ---------- -------------
Current assets
Trade and other receivables 5,466 6,304
Lease receivable 413 -
Current tax receivables 463 597
Cash and cash equivalents 11,667 17,263
Total current assets 18,009 24,164
---------------------------------------------------- ---------- -------------
Total assets 19,321 24,818
---------------------------------------------------- ---------- -------------
Current liabilities
Trade and other payables (7,066) (7,938)
Lease liabilities (750) -
Current tax liabilities (1,637) (1,586)
Total current liabilities (9,453) (9,524)
---------------------------------------------------- ---------- -------------
Net current assets 8,556 14,640
---------------------------------------------------- ---------- -------------
Non-current liabilities
Retirement benefit obligations (9,691) (10,256)
Deferred tax liabilities (4) (4)
Lease liabilities (965) -
Long-term provisions (3,529) (4,509)
---------------------------------------------------- ---------- -------------
Total non-current liabilities (14,189) (14,769)
---------------------------------------------------- ---------- -------------
Total liabilities (23,642) (24,293)
---------------------------------------------------- ---------- -------------
Net (liabilities)/assets (4,321) 525
---------------------------------------------------- ---------- -------------
Equity
Share capital 15,165 15,165
Share premium account 8,023 8,023
Share compensation reserve 223 232
Shares held by employee benefit trusts (129) (103)
Translation reserve 2,187 1,856
Other reserves 1,186 1,186
Accumulated deficit (30,976) (25,834)
---------------------------------------------------- ---------- -------------
Equity attributable to owners of the Company (4,321) 525
---------------------------------------------------- ---------- -------------
Group cash flow statement
for the year ended 31 December 2019
Group
-----------------------
2019 2018
GBP'000 GBP'000
(restated)
-------------------------------------------- ----- ---- --------- ------------
Operating loss from continuing
operations (4,837) (6,367)
Operating loss from discontinued
operations - (612)
--------------------------------------------------------- --------- ------------
Operating loss (4,837) (6,979)
Adjustments for:
Depreciation of property, plant
and equipment and right-of-use
asset 382 126
Amortisation of intangible assets 24 114
Loss on disposal of fixed assets 3 117
Adjustment for the cost of share
awards - 78
Increase in provisions (147) (1,883)
Unrealised foreign exchange losses 285 58
--------------------------------------------------------- --------- ------------
Operating cash flows before movements
in working capital (4,290) (8,369)
Decrease/(increase) in receivables 420 (2,141)
Decrease in payables (1,545) (1,033)
--------------------------------------------------------- --------- ------------
Cash used by operations (5,415) (11,543)
Income taxes paid (163) (287)
Interest paid (6) (37)
--------------------------------------------------------- --------- ------------
Net cash outflow from operating activities (5,584) (11,867)
Investing activities
Interest received 70 89
Rental income received 564 -
Purchases of property, plant and
equipment (74) (4)
Movement in restricted cash 138 4,049
Net cost of disposal - (804)
--------------------------------------------------------- --------- ------------
Net cash generated from investing
activities 698 3,330
--------------------------------------------------------- --------- ------------
Financing activities
Lease payments (1,010) -
Proceeds of issue of new shares - 10,054
Transaction costs associated with
issue of new shares - (1,409)
--------------------------------------------------------- --------- ------------
Net cash (used in) / generated
from financing activities (1,010) 8,645
--------------------------------------------------------- --------- ------------
Net decrease in cash and cash
equivalents (5,896) 108
Cash and cash equivalents at beginning
of year 12,970 12,467
Effect of foreign exchange rate
changes on cash 598 395
--------------------------------------------------------- --------- ------------
Cash and cash equivalents at end
of year 7,672 12,970
--------------------------------------------------------- --------- ------------
Included within the 31 December 2019 cash balance of GBP11.7m
(2018 restated: GBP17.3m) is GBP4.0m (2018: GBP4.2m) of cash which
is not available for use by the Group. This represents cash held in
restricted bank accounts which is required to be retained to
support indemnity obligations to Wavestone, the acquirer of the
French and related operations of Kurt Salmon and in support of the
Kurt Salmon UK Pension scheme, which remained a Group obligation
following the sale of the Kurt Salmon retail and consumer goods
operations.
Notes
1. Basis of preparation
The financial information included in this statement does not
constitute the Company's statutory accounts for the years ended 31
December 2019 or 2018 but is derived from those accounts. Statutory
accounts for 2018 have been delivered to the Registrar of Companies
and those for 2019 will be delivered following the Company's annual
general meeting. An unqualified audit report including a material
uncertainty related to going concern was issued on the 2019
financial statements and did not contain statements under section
498 Companies Act 2006. A condensed version is attached to this
preliminary announcement.
While the financial information included in this preliminary
announcement has been computed in accordance with International
Financial Reporting Standards (IFRS), this announcement does not
itself contain sufficient information to comply with IFRS.
The Group's Annual Report and Accounts and notice of Annual
General Meeting will be sent to shareholders and will be available
at the Company's registered office at St Paul's House, 4(th) Floor,
10 Warwick Lane, London, EC4M 7BP, United Kingdom and on our
website: www.mcgplc.com .
2. Significant accounting policies
The financial information has been prepared in accordance with
IFRS. These financial statements have been prepared in accordance
with those IFRS standards and IFRIC interpretations issued and
effective or issued and early adopted as at the time of preparing
these statements (as at 31 December 2018). The policies have been
consistently applied to all the periods presented.
Full details of the Group's accounting policies can be found in
note 2 to the 2018 Annual Report which is available on our website:
www.mcgplc.com The following accounting policies have been applied
consistently in the current and preceding year in dealing with
items which are considered material in relation to the financial
statements.
3. Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report. The Group prepares regular
business forecasts which are reviewed by the Board. Forecasts are
adjusted for sensitivities, which address the principal risks to
which the Group is exposed, and consideration is given to actions
open to management to mitigate the impact of these
sensitivities.
In assessing sensitivities, the Board took into account the
previous slower than expected pace of change at Proudfoot and the
disappointing results in past periods. The Board has, in
particular, considered risks related to revenue and looked at
assumptions both consistent with the recent past and the long-term
changes in revenue. In addition, we have considered the risks
related to the Kurt Salmon escrow funds (being an amount of GBP4.0m
as of the date of this report) and have made assumptions on a worst
case that these are not resolved during the period of review. The
Board has carried out a review of operating costs, with the
assistance of an international advisory firm and had identified
further cost savings amounting to approximately GBP4m. GBP2.8m of
savings have been factored into the next 12 months forecast and are
assumed to take effect from April 2020. In order to crystallise
these savings we note an initial outlay of GBP0.4m over the next
three to four months. Further savings from the GBP4m have yet to be
planned and are therefore not included in the forecast period to 30
April 2021.
The global COVID-19 pandemic has resulted in the Board revising
its initial forecasts in light of the Group beginning to suffer
from the implications of the pandemic, and at the date of this
report, the Group has seen the majority of its projects suspended
or put on hold. This is due to the fact that the consultants
engaged on projects have to travel to client premises, this travel
is of an international nature and the majority of countries are not
allowing anything other than essential travel. Therefore, we are
broadly unable to travel to clients to service their needs. Hence
COVID-19 has introduced a significant, but temporary, business
interruption.
In light of the global pandemic, the Board has increased the
regularity of its review to operate as a going concern. The normal
13-week cash flow model reviewed by the Board to manage the
business, has now been extended to cover a 26-week period, this is
more likely to cover the period of business interruption created by
COVID-19. This extended forecast is based on current known revenue,
as adjusted for the impact of COVID-19 and all forecast expenditure
falling due within this period on a week by week basis. We have
made a key assumption that this business interruption caused by the
pandemic will ease over the summer with a resumption of work from
September onwards, albeit at a slow rate. We have extended this
cash flow to cover the next twelve months on a prudent basis so
that the Directors can form a valid assessment of going concern -
this forecast to April 2021 is based on committed cash receipts to
August 2020, a slow ramp up of projects reopening and known
expenditure.
We have implemented a number of key mitigations in order to
preserve liquidity. These include staff restructuring which will
result in GBP2.8m of savings over the next twelve months, a
temporary salary reduction of all employees by 25%, and the
implementation of tax (VAT, PAYE and equivalent taxes) deferments,
furlough of employees, and other government initiatives that have
been introduced in the various geographies where we are based. This
also includes the postponement of pension contributions for 2020,
due in the USA, amounting to GBP1.5m (as provided under the US
CARES Act 2020), with the payment being deferred until January
2021.
We have applied for access to the CBILS business interruption
loan scheme as announced by the UK Government as well as similar
schemes, where available, in other jurisdictions. Currently it is
not clear if we will qualify for these loans and have therefore not
included them in our forecasts.
The Group continues to manage the liabilities related to the
disposals made in 2015 and 2016 and, in particular, to negotiate
the release of funds held under the escrow arrangements which
guarantee certain contingent liabilities relating to the disposal
of parts of the Kurt Salmon business in 2016.
The Directors have prepared a number of scenarios and have
considered a twelve month cash flow forecast with a worst case
sensitivity which has been prepared using only known cash receipts
(reduced by 30% from May to mid-July) and forecast revenue deferred
three months longer than anticipated and reduced by a factor of
approximately 45% compared to the pre COVID-19 working capital
model, with cash expenditure adjusted for the mitigating actions
that have been agreed and implemented following review of the
Group's operating cost base. The benefit of any governmental loan
schemes have not been included at this point in time as their
receipt is still uncertain, however actions such as furloughing
staff and reducing all non-essential expenditure have been
implemented as well as an temporary employee pay reduction of
25%.
The Board had concluded that both the revised cash forecast and
the worst case forecast up to April 2021, indicate that the Group
has adequate resources to be able to operate for the foreseeable
future.
However, if the impacts of COVID-19 are worse or more prolonged
than the Directors' expectations, the Group may need to seek
additional liquidity support. Given the lack of certainty that
COVID-19 will have on the Group's ability to deliver its services
to its customers and the markets in which it operates, and the
availability of support from liquidity providers that may be
required of which there is no guarantee, , these conditions
indicate the existence of a material uncertainty which may cast
significant doubt on the Group's and the Company's ability to
continue as a going concern.
Notwithstanding the impact of COVID-19 identified above, the
Directors have a reasonable expectation that the Group will have
sufficient cash flow and available resources and if necessary will
be able to raise additional funds to continue operating for at
least twelve months from the approval date of these Financial
Statements. Accordingly, the Directors continue to adopt the going
concern basis in preparing the Group and the Company its Financial
Statements.
The financial statements do not include any adjustments should
the going concern basis of preparation be inappropriate.
4. Alternative performance measures
The Group has adopted a number of alternative performance
measures to provide additional information to understand underlying
trends and the performance of the Group. These alternative
performance measures are not defined by IFRS and therefore may not
be directly comparable to other companies' alternative performance
measures. The definition of alternative performance measures are
described below
Adjusted profit/loss from operations
The Group's operating results are split between adjusted and
non-underlying to better understand the performance of the group
without distortion by items of income and expense that are of
non-underlying in nature. The definition of non-underlying is
referred to below. Adjusted profit/loss is used by management
internally to evaluate performance and to establish and measure
strategic goals. Adjusted profit/loss is arrived at by removing
non-underlying items from operating profit/loss as seen on the face
of the income statement reconciled to gross and operating profit.
Adjusted loss per share is reconciled to loss per share by removing
non-underlying items from operating profit/loss.
Non-underlying
Non-underlying items are those significant charges or credits
which, in the opinion of the directors, should be disclosed
separately by virtue of their size or incidence to enable a full
understanding of the Group's financial performance. Transactions
that may give rise to non-underlying items include charges for
impairment, restructuring costs, employee severance, acquisition
costs and profits/losses on disposals of subsidiaries. The Group
exercises judgement in assessing whether items should be classified
as non-underlying. This assessment covers the nature of the item
and the material impact of that item on reported performance.
Reversals of previous items are assessed based on the same
criteria. Items charged to non- underlying are one-off in nature
and typically comprise restructuring, impairments, disposals and
acquisitions. None of these items form part of the ongoing
operational costs of the business.
5. Restatements
The 2018 comparative numbers have been restated for the
following corrections:
-- Reclassification of expenses incurred in connection with the
issue of shares in July 2018, which were previously deducted from
the share premium account have now been reclassified against
accumulated deficit;
-- Restatement to previously disclosed balances in Other
Reserves in relation to guarantees previously provided to a
subsidiary which was disposed during the 2012 financial year. On
disposal of the subsidiary these guarantees were released and
amounts previously included within Other Reserves should have been
reclassified to accumulated deficit;
-- Amounts previously classified under accruals have been
represented under provisions and other liabilities as they are in
relation to certain claims against the Group and as such have been
included under the provisions note;
-- Reclassification of a pension liability previously held in
accruals to retirement benefit obligation and the associated
recognition under IAS19;
-- Recognition of a tax receivable and tax liability in respect
of a timing difference on withholding tax payable and the
associated refund between tax jurisdictions;
-- The Group and Parent Company statement of cash flows have
been restated to reflect balances which are held as "restricted
cash". This reclassification only has an impact on the Group and
Parent Company statement of cash flows.
6. Operating segments
The Group's continuing operating segment is one professional
services practice, Proudfoot. This is the basis on which
information is provided to the Board of Directors for the purposes
of allocating certain resources within the Group and assessing the
performance of the business. All revenues are derived from the
provision of professional services.
(a) Geographical analysis
The Group operates in three geographical areas: the Americas,
Europe and the Rest of the World. The following is an analysis of
financial information by geographic area:
(i) Revenue and adjusted operating loss by geography
Rest of
Americas Europe the World Group
Year ended 31 December 2019 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- --------- --------- ----------- ---------
Revenue - continuing operations 10,376 21,205 1,619 33,200
---------------------------------------- --------- --------- ----------- ---------
Adjusted (Loss)/profit from operations (4,289) 546 (879) (4,622)
Non-underlying (expenses)/income (341) 142 (16) (215)
Loss from operations (4,630) 688 (895) (4,837)
---------------------------------------- --------- --------- ----------- ---------
Investment revenue 113
Finance costs (963)
---------------------------------------- --------- --------- ----------- ---------
Loss before tax (5,687)
---------------------------------------- --------- --------- ----------- ---------
Included in revenues arising from Europe are revenues of
approximately GBP8.0m (2018: GBP3.7m) which arose from sales in
2019 to the Group's largest customer. The Group's largest customer
contributed 24% (2018: 13%) of total Group revenues.
Rest of
Americas Europe the World Group
Year ended 31 December 2018 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- --------- --------- ----------- ---------
Revenue - continuing operations 7,101 18,751 2,433 28,285
---------------------------------------- --------- --------- ----------- ---------
Adjusted (Loss)/profit from operations (4,249) 696 (658) (4,211)
Non-underlying expenses (608) (1,409) (139) (2,156)
Loss from operations (4,857) (713) (797) (6,367)
---------------------------------------- --------- --------- ----------- ---------
Investment revenue 89
Finance costs (670)
---------------------------------------- --------- --------- ----------- ---------
Loss before tax (6,948)
---------------------------------------- --------- --------- ----------- ---------
(ii) Net (liabilities)/assets by geography
Rest of
Americas Europe the World Group
At 31 December 2019 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ --------- --------- ----------- ---------
Assets
Intangibles 15 15
Other segment assets 2,873 7,248 481 10,602
------------------------------------ --------- --------- ----------- ---------
Total assets allocated to segments 2,888 7,248 481 10,617
Unallocated corporate assets 8,704
------------------------------------ --------- --------- ----------- ---------
Consolidated total assets 19,321
------------------------------------ --------- --------- ----------- ---------
Liabilities
Segment liabilities (11,656) (7,458) (526) (19,640)
Unallocated corporate liabilities (4,002)
------------------------------------ --------- --------- ----------- ---------
Consolidated total liabilities (11,652) (7,458) (526) (23,642)
------------------------------------ --------- --------- ----------- ---------
Net liabilities (4,321)
------------------------------------ --------- --------- ----------- ---------
Rest of
Americas Europe the World Group
At 31 December 2018 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ --------- --------- ----------- ---------
Assets
Intangibles 40 - - 40
Other segment assets 3,353 5,414 105 8,872
------------------------------------ --------- --------- ----------- ---------
Total assets allocated to segments 3,393 5,414 105 8,912
Unallocated corporate assets 15,473
------------------------------------ --------- --------- ----------- ---------
Consolidated total assets 24,481
------------------------------------ --------- --------- ----------- ---------
Liabilities
Segment liabilities (11,194) (6,687) (1,038) (18,919)
Unallocated corporate liabilities (4,941)
------------------------------------ --------- --------- ----------- ---------
Consolidated total liabilities (23,860)
------------------------------------ --------- --------- ----------- ---------
Net assets 525
------------------------------------ --------- --------- ----------- ---------
7. Loss before tax
Loss before tax has been arrived at after charging/(crediting)
the following:
2018
2019 GBP'000
GBP'000 re-presented
----------------------------------------------- --------- --------------
Net foreign exchange losses 148 58
Amortisation of intangible assets 24 114
Depreciation of property, plant and equipment 60 126
Depreciation of right-of-use assets 321 -
Loss on disposal of fixed assets 60 117
Non-underlying expense - other 847 2,568
Non-underlying income (632) (412)
Staff costs 21,686 20,456
Auditors remuneration 283 602
------------------------------------------------ --------- --------------
A detailed analysis of the auditors remuneration on a worldwide
basis is provided below:
2019 2018
Auditor's remuneration GBP'000 GBP'000
---------------------------------------------------------- --------- ---------
Fees payable to the Company's auditor for the audit
of the Company's annual accounts 198 50
Fees payable to the Company's auditor and its associates
for the audit of the Company's subsidiaries 44 182
---------------------------------------------------------- --------- ---------
Total audit fees 242 232
---------------------------------------------------------- --------- ---------
Taxation compliance services - 71
Audit related assurance services 26 38
Taxation advisory services 15 11
Other non-audit services - 250
---------------------------------------------------------- --------- ---------
Total non-audit fees 41 370
---------------------------------------------------------- --------- ---------
Total auditors remuneration 283 602
---------------------------------------------------------- --------- ---------
During 2019 BDO were appointed Group auditors and are in charge
of the audit for the year ending 2019. BDO were appointed following
an audit tender process. The 2018 comparatives correspond to the
fees incurred by the previous auditor.
A description of the work of the Audit and Risk Committee is set
out in the Report of the Audit and Risk Committee and includes an
explanation of how auditor objectivity and independence are
safeguarded when non-audit services are provided by the
auditor.
7a. Non underlying items
2019 2018
Expenses GBP'000 GBP'000
--------------------------------------------------- --------- ---------
Restructuring 276 1,797
Employee provision 184 -
Additional costs relating to prior year disposals 387 771
--------------------------------------------------- --------- ---------
847 2,568
--------------------------------------------------- --------- ---------
2019 2018
Income GBP'000 GBP'000
--------------------------------------------------- --------- ---------
Restructuring (392) (170)
Defined medical benefit scheme closure - (74)
Additional costs relating to prior year disposals (240) (168)
--------------------------------------------------- --------- ---------
(632) (412)
--------------------------------------------------- --------- ---------
Items charged to non-underlying are one off in nature and
typically comprise restructuring, impairments, disposals and
acquisitions. None of these items form part of the ongoing
operational costs of the business.
-- GBP0.1m credit of restructuring costs of which GBP0.4m
relates to releases of prior year employee provisions offset by
GBP0.2m costs relating to employee severance and associated
advisory payments and GBP0.1m in relation to entity
restructuring.
-- GBP0.2m of costs relating to pension payments to a former employee.
-- GBP0.1m of additional costs relating to prior year disposals.
These are split by a GBP0.4m charge in relation to the Kurt Salmon
retirement benefit scheme obligation and revaluation losses on the
restricted cash held in a euro denominated escrow offset by
provision releases in relation to the disposed Kurt Salmon
business.
The GBP2.2m of non-underlying expenses in 2018 comprise GBP0.9m
of restructuring related redundancy costs and employee severance,
GBP0.7m in relation to advisory fees incurred for restructuring,
and GBP0.6m provision relating to additional costs from prior years
disposals. The GBP0.1m credit is in relation to the release of a
provision in relation to the closure of the Proudfoot Defined
Benefit Medical Scheme in December 2016.
8. Staff numbers and costs
The average number of persons employed by the Group (including
executive directors) during the year, analysed by category, was as
follows:
2019 2018
Number Number
--------------------- -------- --------
Sales and marketing 35 42
Consultants 90 79
Support staff 34 33
--------------------- -------- --------
Total 159 154
--------------------- -------- --------
The number of Group employees at the year-end was 154 (2018:
147).
The aggregate payroll costs were as follows:
2018
2019 GBP'000
GBP'000 restated
------------------------------- --------- ----------
Wages and salaries 19,500 18,063
Social security costs 1,506 1,693
Other including pension costs 680 700
-------------------------------- --------- ----------
21,686 20,456
------------------------------- --------- ----------
The average number of Company employees for the year was 8
(2018: 9). The payroll costs of the Company were GBP868,000 (2018:
GBP1,605,000) for wages and salaries, GBP118,000 (2018: GBP140,000)
for social security costs and GBP66,000 (2018: GBP77,000) for
pension costs. Disclosures in respect of directors' emoluments are
included in the Directors' Remuneration Report.
9a. Investment revenues
2019 2018
GBP'000 GBP'000
-------------------------------------------- --------- ---------
Interest receivable on bank deposits and
similar income 66 89
Finance income on retirement benefit plans 4 -
Finance income on rent receivable 43 -
113 89
-------------------------------------------- --------- ---------
9 b . Finance costs
2018
GBP'000
------------------------------------------- ------ ---------
Interest payable on bank overdrafts and
loans and similar charges (11) (37)
Finance costs on lease liabilities (126) -
Finance costs on retirement benefit plans (826) (633)
-------------------------------------------- ------ ---------
(963) (670)
------------------------------------------- ------ ---------
10. Tax
Before
Before non-
non- underlying
Recognised in the income statement: underlying items Total
Income tax expense on continuing items Total GBP'000 GBP'000
operations GBP'000 GBP'000 restated restated
------------------------------------- ------------ --------- ------------ ----------
Current tax
Current year 575 575 380 380
Adjustment in respect of prior
years (200) (200) (249) (249)
--------------------------------------- ------------ --------- ------------ ----------
Current tax expense 375 375 131 131
--------------------------------------- ------------ --------- ------------ ----------
Deferred tax
Current year - - (19) (19)
Deferred tax (credit)/expense - - (19) (19)
--------------------------------------- ------------ --------- ------------ ----------
Total income tax
Income tax expense on continuing
activities 375 375 112 112
--------------------------------------- ------------ --------- ------------ ----------
The income tax expense for the year is based on the effective
United Kingdom statutory rate of corporation tax for the period
of
19% (2018: 19%). Overseas tax is calculated at the rates
prevailing in the respective jurisdictions.
The tax charge for the year can be reconciled to the pre-tax
loss from continuing operations per the income statement as
follows:
2019 2018
------------------------------------- --------------------------------------
Before
Before non- Non-
non- Non- underlying underlying
underlying underlying items items Total
items items Total GBP'000 GBP'000 GBP'000
GBP'000 GBP'000 GBP'000 restated restated restated
---------------------------------- ------------ ------------ --------- ------------ ------------ ----------
Loss before tax from continuing
operations (5,472) (215) (5,687) (4,792) (2,156) (6,948)
---------------------------------- ------------ ------------ --------- ------------ ------------ ----------
Notional income tax credit at
the effective UK tax rate of
19.00% (2018: 19.0%) (1,039) (41) (1,086) (910) (424) (1,334)
Unrelieved current year tax
losses 2,040 36 2,076 1,925 266 2,191
Irrecoverable withholding tax 30 - 30 153 - 153
Effects of different tax rates
of subsidiaries operating in
other jurisdictions (224) - (224) (293) - (293)
Profits offset by losses not
previously recognised (526) - (526) (452) - (452)
Other temporary differences
not previously recognised 137 - 137 (573) - (573)
Permanent differences 157 5 162 511 158 669
Relating to prior years (200) - (200) (249) - (249)
---------------------------------- ------------ ------------ --------- ------------ ------------ ----------
Income tax expense on continuing
operations 375 - 375 112 - 112
---------------------------------- ------------ ------------ --------- ------------ ------------ ----------
Effective tax rate for the year (7%) (7%) (2%) (2%)
---------------------------------- ------------ ------------ --------- ------------ ------------ ----------
Permanent differences reflect tax adjustments for intercompany
transactions where taxable income in one territory is not mirrored
by a taxable deduction in the other territory, and other non-tax
deductible items such as client entertaining, fines and penalties,
and costs of a capital nature.
2019 2018
GBP'000 GBP'000
-------------------------------------------------------- --------- ---------
Tax credited to other comprehensive income
Deferred tax credits on actuarial and other movements
on post-employment benefits 84 (6)
-------------------------------------------------------- --------- ---------
Tax charged on items recognised in other comprehensive
income 84 (6)
-------------------------------------------------------- --------- ---------
11. Loss per share
The calculation of the basic and diluted loss per share is based
on the following data:
2018
2019 All Continuing Discontinued
Loss GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ --------- --------- ----------- -------------
Loss for the period (6,062) (13,730) (7,060) (6,670)
Add back: non-underlying items 215 2,156 2,156 -
Adjustment for profit on disposals - 5,287 - 5,287
Reduction in tax charge due - - - -
to add backs
------------------------------------ --------- --------- ----------- -------------
Adjusted loss for the period (5,847) (6,287) (4,904) (1,383)
-------------------------------------- --------- --------- ----------- -------------
2019 2018
Number Number
Number of shares million million
----------------------------------------------- ----- --- -------- -------- ----------- ---------------
Weighted average number of ordinary shares
for the purposes of basic earnings per share,
and basic excluding non-underlying items and
amortisation of acquired intangibles 1,517 930
Effect of dilutive potential ordinary shares:
Restricted share plan 0 0
------------------------------------------------------------ -------- -------- ----------- ---------------
Weighted average number of ordinary shares
for the purposes of diluted earnings per share 1,517 930
------------------------------------------------------------ -------- -------- ----------- ---------------
2019 2018
------------ -------- ----------- -------------
All Continuing Discontinued
Loss per share GBP'000 GBP'000 GBP'000 GBP'000
Basic loss per share for the year
attributable to the owners of the
Company (0.4) (1.4) (0.7) (0.7)
Diluted loss per share for the
year attributable to the owners
of the Company (0.4) (1.4) (0.7) (0.7)
Basic loss per share - excluding
non-underlying items (0.4) (0.6) (0.5) (0.1)
Diluted loss per share - excluding
non-underlying items (0.4) (0.6) (0.5) (0.1)
------------------------------------------------
The average share price for the year ended 31 December 2019 was
1.8p (2018: 3.4p).
The weighted average number of the Company's ordinary shares
used in the calculation of diluted loss per share in 2019 includes
rights over 2,986,341 ordinary shares (2018: 364,890).
12. Restatement of prior year
The 2018 comparatives have been restated in these financial
statements to include the effect of the adjustments as noted in
Note 4 Under paragraph 10(f) of IAS 1 Presentation of financial
statements, this restatement would ordinarily require the
presentation of a third consolidated statement of financial
position as at 1 January 2018. However, as the restatement of the
items noted below have no net asset impact on the statement of
financial position as at that date (with the exception of point (i)
which is discussed further below), the Directors do not consider
that this would provide useful additional information and, in
consequence, have not presented a third consolidated statement of
financial position.
The following table presents the impact of the restatements:
31 December 1 January
2018 Adjustments 2019
As originally
presented (i) (ii) (iii) (iv) (vi) Restated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------------- -------- -------- -------- -------- -------- ----------
Current assets
Trade and other
receivables 6,400 (96) 6,304
Current tax receivable 164 433 597
Current liabilities
Trade and other
payables (9,548) 805 805 (7,938)
Current tax liabilities (1,153) (433) (1,586)
Non-current liabilities
Retirement benefit
obligations (9,286) (970) (10,256)
Long term provisions (3,704) (805) (4,509)
Equity
Share premium account 6,614 1,409 8,023
Other reserves 7,064 (5,878) 1,186
Accumulated deficit (30,042) (261) (1,409) 5,878 (25,834)
(i) Reclassification of a pension liability previously held in
accruals to retirement benefit obligation and the associated
recognition under IAS19 which had previously not been revalued in
line with the requirement of the standards. The adjustment reduced
trade and other receivables by GBP96,000, reduced trade and other
payables by GBP805,000, increased the retirement benefit
obligations by GBP970,000 and increased the accumulated deficit by
GBP261,000 and recognised in the Group statement of comprehensive
income, to provide a charge to reflect the cumulative losses on
revaluation of the pension liability. The Directors are unable to
complete a revaluation as at 31 December 2017 and thus are of the
opinion as the liability is correctly stated as at 31 December 2018
would not provide any useful additional information and as a result
the third balance sheet is not prepared.
(ii) Amounts previously classified under accruals have been
represented under provisions and other liabilities as they are in
relation to certain claims against the Group and as such have been
included under the provisions note. The adjustments decreased trade
and other payables by GBP805,000 and increased long term provisions
by GBP805,000.
(iii) Recognition of a tax receivable and tax liability in
respect of a timing difference on withholding tax payable and the
associated refund between tax jurisdictions. Previously these were
recognised on a net basis but during the year have been grossed up
to reflect the correct position as they are unable to be settled on
a net basis. The adjustment increased current tax receivable by
GBP433,000 and increased current tax liabilities by GBP433,000.
(iv) Reclassification of expenses incurred in connection with
the issue of shares in July 2018, which were previously deducted
from the share premium account have now been reclassified against
retained earnings. This adjustment reduces share premium by
GBP1,409,000 and increased retained losses by GBP1,409,000.
(v) Group and Parent Company statement of Cash Flows has been
restated to reflect balances which are held as "restricted cash".
This reclassification only has an impact on the Group and Parent
Company statement of Cash Flows and thus is not reflected
above.
(vi) Restatement to previously disclosed balances in Other
Reserves in relation to guarantees previously provided to a
subsidiary which was disposed during the 2012 financial year. On
disposal of the subsidiary these guarantees were released and
amounts totalling GBP5,878,000 previously included within Other
Reserves should have been reclassified to accumulated deficit.
13. Events after the reporting date
On 27 March 2020, the Coronavirus Aid, Relief and Economic
Security Act (CARES) was passed by the US government. Included in
this Act is funding relief provisions for single employer defined
benefits plans. This has resulted in the deferment of the
anticipated 2020 pension payment of GBP1.5m until 1 January
2021.
INDEPENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF
MANAGEMENT CONSULTING GROUP PLC ON THE PRELIMINARY STATEMENT OF
ANNUAL RESULTS
As the independent auditor of Management Consulting Group Plc.
we are required by UK Listing Rules to agree to the publication of
the company's preliminary statement of annual results for the year
ended 31 December 2019 which includes Chairman and Chief
Executive's statement, Principal risk and uncertainties, Group
income statement, Group statement of comprehensive income, Group
statement of changes in equity, Group balance sheet, Group cash
flow statement and notes to the announcement.
Use of our report
This report and our auditor's report on the company's financial
statements are made solely to the company's members, as a body, in
accordance with Chapter 3 of part 16 of the Companies Act 2006 and
the terms of our engagement. Our audit work has been undertaken so
that we might state to the company's members those matters we have
agreed to state to them and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a
body, for our audit work, for our auditor's report on the financial
statements or this report, or for the opinions we have formed.
Responsibilities of directors and auditor
The directors of the company are responsible for the
preparation, presentation and publication of the preliminary
statement of annual results in accordance with the UK Listing
Rules. We are responsible for agreeing to the publication of the
preliminary statement of annual results, having regard to the
Financial Reporting Council's Bulletin "The Auditor's Association
with Preliminary Announcements made in accordance with the
requirements of UK Listing Rules".
Status of our audit of the financial statements
Our audit of the annual financial statements of the company is
complete and we signed our auditor's report on 23 April 2020. Our
auditor's report is not modified and includes a material
uncertainty related to going concern.
Our auditor's report on the full financial statements contained
the following information regarding key audit matters and how they
were addressed by us in the audit, our application of materiality
and the scope of our audit.
Material uncertainty related to going concern
We draw attention to note 2 to the financial statements which
indicates that the Group may need to raise further funds should the
impact of COVID-19 be worse or more prolonged than the Directors'
expectations. As stated in note 2, these events or conditions
indicate that a material uncertainty exists that may cast
significant doubt on the Group's and the Company's ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
We have highlighted going concern as a key audit matter as a
result of the uncertainty created by the Covid-19 pandemic and the
resulting potential impact of the risk and the effect on our audit
strategy.
Our audit procedures in response to this key audit matter
included:
-- Tested the arithmetical accuracy;
-- Tested the accuracy of management forecast's for the year
ended 31 December 2019 compared to the actual results for the year
to 31 December 2019 to assess the reliability of forecasts
provided;
-- Considered and evaluated the key assumptions within
management's going concern forecasts, with particular focus on the
assessment of forecast cash flows to April 2021 against historic
actual cash flows, the impact of management cost restructuring
initiatives and Government initiatives in response to the COVID-19
pandemic;
-- Challenged the Board approved going concern forecasts specifically in relation to;
- the accuracy of contractually committed immediate to short
term cash receipts by assessing the underlying assumptions of cash
collections compared to actual collections as at 22 April 2020;
- the expected but uncommitted cash receipts through September
2020 to April 2021 based on a gradual return of turnover from
September 2020 onwards; and
- the completeness of expected cash outflows through the going
concern review period to April 2021 by challenging committed costs
being deferred or reduced, based on the assumptions impact to the
business of Covid-19.
-- Sensitised the Board approved forecast to April 2021 to
understand the impact of reduced uncommitted cash receipts through
the period September 2020 to April 2021. The 12 month cash flow
forecast include a worst case sensitivity which has been prepared
using only known cash receipts (reduced by 30% from May to
mid-July) and forecast revenue deferred three months longer than
anticipated and reduced by a factor of approximately 45% with cash
expenditure adjusted for the mitigating actions that have been
agreed and implemented following review of the Group's operating
cost base.
Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
* Going concern (see material uncertainty relating to
going concern section);
* Revenue recognition;
* Completeness of provisions; and
* Taxation compliance
Materiality We determined materiality for the Group
financial statements as a whole to be GBP270,000
which represents approximately 0.8% of
revenue.
Scoping We identified 4 significant components
representing represent 82% of the group's
revenue and 92% of loss before tax
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources
in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty
related to going concern section, we have determined the matters
described below to be the key audit matters to be communicated in
our report.
Key Audit Matter How we addressed the key audit matter
in our audit
Revenue recognition Our work included the following procedures:
The related accounting
policies are described * Assessed the Group's revenue recognition policies
in note 2, with related with reference to the requirements of applicable
disclosures in notes 3. accounting standards. Examined a sample of contracts
to ensure revenue recognised is in line the
Revenue is recognised applicable accounting standards
by reference to the stage
of completion of the contract
with a customer, which
requires judgements and * Tested the operating effectiveness of relevant
estimates in order to internal controls that have been designed to provide
determine the recoverability assurance over the recognition of revenue during the
of unbilled revenue and year.
the completeness of revenue
and deferred revenue at
year end.
To determine the timing * Controls tested including the approval of engagement
of the recognition of scope, approval employee timesheets and
revenue and the value reconciliation of revenue invoiced to clients.
of contract assets to
be recognised in the Balance
Sheet an estimate has
to be made of the stage * Examined a sample of open projects at year end to
of completion of a performance check the existence of related contract asset
obligation and the right balances by agreeing the balances to approved
to consideration at the timesheets
year-end for each individual
engagement.
This can involve complex * For a sample of balances agreed the recoverability of
and highly subjective contract assets through agreement to post year end
judgements in determining billing and cash receipts.
the stage of completion
of performance obligations
and the value of consideration
receivable. * Examined a sample of invoices raised before and after
year end and agreed to approved timesheets to check
Due to the high level that revenue was recognised in the correct period
of judgement involved,
we consider this to be
an area of focus for our
audit. * Examined a sample of credit notes issued post year
Other related disclosures end to check that where these related to revenue for
are presented in notes the current year, revenue was appropriately adjusted.
3 and 13.
Key observations Based on the work performed we consider
that revenue has been materially
recognised appropriately and is
in accordance with the group's revenue
recognition accounting policies.
Completeness of provisions Our work included the following
procedures:
The related accounting
policies are described * Inquired with management to determine the current
in note 2 with related status of ongoing litigations and inspected internal
disclosures in note 17. and third party documentation such as correspondence
with legal teams and relevant authorities where
A provision is made for rulings have been issued to assess the
claims for alleged negligence appropriateness of expected cash outflows.
and regulatory matters
when there is a present
obligation as a result
of a past event that gives * Assessed the accuracy of claims settled during the
arise to a probable payment year to amounts previously provided
and when the probability
of the payment can be
reliably estimated. The
provision is based on * Obtained direct confirmation from the lawyers or
the estimated cost of other relevant third party organisations in respect
defending and settling to the current status of ongoing claims and actions
claims and regulatory against the Group to determine the completeness of
matters. management's assessment.
Determining whether to
provide, and if so, the
amount to provide involves * Challenged the judgements and estimates used to
a high degree of judgement calculate the provisions with reference to supporting
and estimation uncertainty. documentation and considered management's ability to
Therefore this was considered exercise bias by challenging estimates against
to be an area of focus supporting external evidence where applicable.
for our audit.
Key observations Based on our audit nothing material
came to our attention regarding
the judgements and estimates made
by management in determining the
provisions and regulatory matters
to not be appropriate.
Taxation compliance Our work included the following:
The related accounting * Obtained an understanding of the control environment,
policies are described through discussion with management, relating to tax
in note 2 with related compliance and how the Group identifies taxation
disclosures in notes 4 risks in respect of delivering projects in countries
and 15. that differ from the billing country.
The Group operates internationally
across a number of jurisdictions
that are subject to direct * Selected a sample of ongoing projects overlapping the
and indirect taxes. The current and prior year to determine where the group
changing regulatory environment operates for a period greater than a certain
affecting all jurisdictions threshold thus triggering tax implications and
increases the estimation discussed with management on compliance with local
uncertainty associated requirements in these jurisdictions.
with calculating the Group's
tax position.
The Group estimates and * Obtained an understanding of the transfer pricing
recognises liabilities policies and assessed the compliance of the rate
of whether additional applied across the group with those policies.
taxes will be due based
on management's interpretation
of country specific tax
law, external advice and * Utilising our internal tax specialists, we audited
the likelihood of settlement. the group corporate tax calculations and challenged
management on assumptions made in the tax
We considered this to computations by agreeing amounts to the underlying
be an area of focus for accounting records and the requirements of applicable
our audit due to the level accounting standards and tax legislation.
of judgements and estimates
required in determining
the Group's tax position.
* Discussed with management the impact of any ongoing
investigations by tax authorities globally and
challenged management on the impact of these
investigations on the group tax position and where
available inspected this correspondence.
* Considered the impact of unremitted overseas earnings
and if there were any potential liabilities that
required recognition
* Considered the appropriateness of no deferred tax
assets being recognised for operating losses incurred
across the group
* Assessed the disclosures in the financial statements
for consistency with the estimates used in the tax
calculations.
Key observations Based on the work performed, nothing
material came to our attention noting
the Groups provision for taxation
is not appropriately recognised
and disclosed.
Procedures performed to agree to the preliminary statement of
annual results
In order to agree to the publication of the preliminary
statement of annual results of the company we:
-- checked the accuracy of extraction of the financial
information in the preliminary statement from the audited financial
statements of the company;
-- considered whether any "alternative performance measures" and
associated narrative explanations may be misleading; and
-- read the management commentary and considered whether it is
in conflict with the information that we have obtained in the
course of our audit.
Tim Neathercoat (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London
United Kingdom
24 April 2020
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
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
FR KKABBNBKDPQB
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