Results For Year Ended 31/03/17 - Replacement

RNS Number : 7037M
Tavistock Investments PLC
01 August 2017
 

 

The Final Results announcement for Tavistock Investments released on 1 August 2017 at 7am under RNS No 6432M has been re-released to include a further link to an underlying PDF document
 
The full amended text is shown below.

 

 

1 AUGUST 2017

TAVISTOCK INVESTMENTS PLC

RESULTS FOR THE YEAR ENDED 31 MARCH 2017

Tavistock Investments Plc ("Tavistock" or "Company") today announces its financial results for the year ended 31 March 2017. 

Financial Highlights:

·      22% increase in revenue to £36.4m (2016: £29.9m)

·      421% increase in adjusted EBITDA to £537,000 (2016: £103,000)

·      104% increase in net assets to £18.2m (2016: £8.9m), including £4.6m of cash (2016: £3.4m)

Operational Highlights:

·      Significant improvement in Group financial performance

Cash generation of £497,000 in the second half

·      Reduction of 88% in loss per share from 1.10p to 0.13p

·      Strong growth in Funds Under Management (FUM)

332% increase to £769m (2016: £178m)

·      Organic and acquisitive growth

Successfully completed the acquisition and integration of Abacus Associates and PB Financial Planning Limited - both well established, profitable and cash generative advisory businesses contributing strongly to the continued growth of the Company

Organic growth via dedicated recruitment team

Post-period highlights:

·      Launch of new funds

Enhanced the ACUMEN range by launching three new funds to better equip the investment team in managing risk

·      Strengthened management team

Appointed Mark Evans as Business Development Director to oversee the Group's organic growth strategy

Brian Raven, Group Chief Executive, said: "I am very pleased with our Group performance this year. We have made significant progress across all key areas of the business and established a solid foundation for future success. This is the product of a robust business model and the hard work of a strong operational team. I am confident that this will be another successful year and look forward to the Group continuing its growth." 

For further information:

Tavistock Investments plc Tel: 01753 867000

Oliver Cooke, Chairman

Brian Raven, Group Chief Executive

 

Arden Partners Plc Tel: 020 7614 5900

William Vandyk

 

Allenby Capital Limited Tel: 020 3328 5656

Nick Naylor

Nick Athanas

 

Templars Communications Limited Tel: 020 3642 3140

Kitty Parry

Malika Shermatova

 

 

TAVISTOCK INVESTMENTS PLC

CHAIRMAN'S STATEMENT

FOR THE YEAR ENDED 31 MARCH 2017

 

Tavistock's principal objectives are to continue the growth of its investment management business and to further strengthen the profile and performance of its advisory business. I am pleased to report that the Company made strong progress during the year under review and, in particular, I would like to highlight the following achievements.

 

Investment Management

 

Strong growth in Funds Under Management (FUM)

The level of FUM increased by over 332% to £769m with £603m being managed on a discretionary basis.  This rate of growth is significantly higher than in the previous financial year when it grew by 29% from £138m at 31 March 2015 to £178m at 31 March 2016.

 

Launch of new funds

Since the year end, the Company has enhanced its range of risk progressive funds by launching the Acumen Bond Portfolio, the Acumen Equity Portfolio and the Acumen Strategic Portfolio. These additional funds better equip the Tavistock Wealth investment team in managing risk across the entire volatility curve as demonstrated in the diagram which can be found at  https://www.rns-pdf.londonstockexchange.com/rns/6432M_-2017-7-31.pdf

 

Advisory

 

Growth through Acquisition

The Company completed the acquisition of two well established, profitable and cash generative advisory businesses, Abacus Associates Financial Services Limited and PB Financial Planning Limited. Both businesses have now been integrated into the Group and are contributing strongly to our continued growth.

 

Organic Growth

Since acquisition, Abacus and PB Financial Planning have recruited 24 additional advisers, taking their total to 73. A dedicated recruitment team has now been established to build further on this organic growth.

 

Strong Relationships

The Group has self-employed advisory networks of both Registered Individuals (RIs) and Appointed Representative firms (ARs), as well as employed advisers within PB Financial Planning.

 

Within the RI operation, the Group exclusively works with advisers whose businesses it is keen to acquire when they retire.

 

Similarly, the Group has established a new AR operation during the year, The Tavistock Partnership, which works only with firms that we would welcome aboard if the principals decided to sell them. Initially, 39 firms with whom the Group has agreed to develop a closer commercial relationship have transferred out of Tavistock Financial into this new network business.

 

Group Performance

 

There is a direct relationship between the Group's profitability and the level of funds being managed within its own portfolios. In addition, the fees earned by certain third parties diminish on an incremental basis as the level of such funds rise, which in turn leads to improved margins.

 

There has been a marked improvement in the Group's financial performance as a consequence of the sharp rise in discretionary FUM that was achieved during the year under review. As the Group has a very high level of FUM retention, this positive impact will continue to be reflected in future years' results.

 

The reported level of Adjusted EBITDA has risen from £103k for the year to 31 March 2016 to £537k, and in the final quarter of the year under review the Group achieved profitability at the pre-tax level for the first time.  The loss per share fell by 88% from 1.1p per share for the previous year to 0.13p in the current year.

 

During the second half of the financial year, the Group succeeded in generating some £497k of cash from operations. Of this amount, some £96k was generated in the third quarter of the year and £401k was generated in the fourth quarter. This positive trend was in marked contrast to the first half of the year, during which period Group operations absorbed over £950k of cash. The Group has continued to generate cash from its operations, albeit at a lower rate, since the balance sheet date.

 

As the Group's investment management business has a comparatively fixed cost base and is already trading profitably, further increases in the level of FUM will have an increasingly positive impact on the Group's profitability.

 

Investing for Growth

 

Our initial focus on establishing the Group was to acquire advisory businesses that would recommend the use of Tavistock's investment management business where appropriate to the needs of their clients. Once Tavistock Wealth had achieved a successful track record, and with it a recognition for excellent investment management, we began marketing to advisory firms outside of the Group. This has required significant investment in a specialist business development team and whilst still at an early stage, results are most encouraging.

 

The introduction of funds from clients outside the Group has the benefit of increasing revenues without the risks and costs associated with acquiring additional advisory businesses and providing financial advice. We are also now investing in the creation of an international operation.

 

The Group has also strengthened its operational management team with the focus being on the achievement of greater levels of organic growth.

 

Whilst these investments are in the best long-term interests of the business, in the short term, they inevitably have an adverse impact on the level of reported performance.

 

Financial Performance

 

As stated above, the Group's financial performance showed a marked improvement in the second half of the year, reflecting the contribution made by the two acquired businesses and the sharply increased level of FUM.

 

Adjusted EBITDA is highlighted in the table below, and is considered to be the most appropriate measure of the Group's performance as it removes the distorting effect of one-off gains and losses that arise on acquisitions and the impact of non-cash items.

 

The Group's financial performance during the year can be summarised as follows:

 


6 months ended

30 Sept 2016

H1

£'000

6 months ended

31 Mar 2017

H2

£'000

Year ended

31 Mar 2017

Full Year

£'000

Gross Revenues

16,911

19,488

36,399

Adjusted EBITDA          

109

428

537

Depreciation, amortisation

& loss on fixed asset disposals

(466)

(316)

(782)

Share based payments

(214)

(92)

(306)

Acquisition related costs

(117)

(232)

(349)

Loss from Operations

(688)

(212)

(900)

 

The Group's financial performance during the past two years can be summarised as follows.

 


Year ended

31 Mar 2016

£'000

Year ended

31 Mar 2017

£'000

Movement

Gross Revenues

29,850

36,399

22% increase

Adjusted EBITDA

103

537

421% increase

Depreciation, amortisation

& loss on fixed asset disposals

(928)

(782)

16% decrease

Share based payments

(528)

(306)

42% reduction

Acquisition related costs

(1,416)

(349)

75% reduction

Loss from Operations

(2,769)

(900)

67% reduction

Loss per share

1.10p

0.13p

88% reduction

Net assets at year end

8,898

18,181

104% increase

Cash Resources at year end

3,385

4,558

35% increase

 

Future Prospects

 

Much remains to be done, but a great deal has been achieved over the last year through the hard work and dedication of the management team, with the support of our excellent staff.  I would like to acknowledge the significant contribution that they have all made and to thank them for it.

 

Recent political events in the UK, the USA and elsewhere, as well as the uncertainties surrounding Brexit have done much to unsettle markets. However, our disciplined approach to global diversification across asset classes, our cautious approach to the UK bond market and the use of currency hedging has enabled our investment portfolios to continue to perform well.

 

The Group has now reached an inflection point, with the growth in FUM leading to increased margins, a continuing improvement in adjusted EBITDA performance and the generation of cash from operations.  This can be seen in the charts at

 

http://www.rns-pdf.londonstockexchange.com/rns/6432M_-2017-7-31.pdf

http://www.rns-pdf.londonstockexchange.com/rns/6432M_1-2017-7-31.pdf

 

The benefit of our investments in organic growth may not be seen until the 2018/19 financial year. However, even modest levels of benefit, together with continued hard work from the management team, will enable the Company to report improved results in the year to come. I look forward to updating you further.

 

 

Oliver Cooke

Chairman

31 July 2017

 

 

STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2017

 

The Company's prime objective is to continue the growth of its investment management business and to improve the profile and performance of its advisory business.

 

During the period under review, the Board's focus was on enhancing the investment management business through the achievement of significant growth in the level of FUM, the development and launch of three new Acumen funds to better equip the investment management team in managing risk across the entire volatility curve and the offering the Group's investment management services to firms outside of the Group.

 

The Board's focus was also on the development of the Group's advisory business through the acquisition of two well established, profitable, cash generative advisory businesses, Abacus Associates and PB Financial Planning, and the recruitment of additional advisors into these businesses.

 

In addition, the Board took steps to strengthen the management team and to invest in future growth. The Chairman's Statement contains further details on the progress and performance of the Group. In the current financial year, the Board's focus will be on the following areas:

·      continuing the growth in FUM,

·      continuing the provision of the Group's investment management services to firms outside of the Group,

·      developing an overseas operation,

·      continuing organic growth through the recruitment of additional advisers, and

·      potentially, through further selective acquisitions.

 

Risks and Uncertainties:

 

The principal risks facing the business are the continued growth in the level of FUM and continued recruitment within the advisory business.

 

There can be no certainty that the rapid pace at which FUM grew in the year under review will continue into the future or that the business will continue to attract new advisers at the same pace. However, a great deal has been achieved by the management team over the last year, including the strengthening of the team itself in areas of particular focus. The Board remains confident that good progress will continue.

 

Political uncertainty in the UK, as well as in Europe and in the US, together with the uncertainties surrounding BREXIT, will continue to unsettle markets. However, the Board is confident that the Group's disciplined approach to global diversification across asset classes and the use of currency hedging will continue to serve the investment business well.

 

The Company continues to face the usual risks of operating within a regulated environment, but to mitigate these risks the Board actively promotes an ethos and culture in which the client is placed at the centre of everything that the Company does.

 

The Board considers that the Company has sufficient working capital for its current needs.

 

Future Prospects:

 

The Company has reached an inflection point in its development and has begun to generate cash as well as report operating profits, which leads the Board to anticipate the reporting of improved performance over the coming year. This is a time of great opportunity for the Company and I look forward to reporting to you in the near future on the next milestones that our Company achieves.

 

Approved by the Board of Directors and signed on its behalf by

 

 

Oliver Cooke

Chairman

31 July 2017

 

 

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2017

 

The Directors are pleased to present their report on the audited financial statements of the Group for the year ended 31 March 2017.

 

Principal Activities, Review of the Business and Future Developments

 

The principal activities of the Group during the period were the provision of support services to a network of financial advisers and the provision of investment management services. The key performance indicators recognised by management are operating profit, as represented by EBITDA, and the level of funds under management by the Group.

 

An overall review of the Group's trading performance and future prospects is given in the Chairman's Statement and in the Strategic Report. The Group is not materially impacted by environmental matters and as a consequence does not offer comment on them.

 

Substantial shareholdings

 

The Company has been advised of the following interests in more than 3% of its ordinary share capital as at 24 July 2017:

 

 Name

Number of shares

% of Ordinary shares

 Brian Raven

63,219,379

11.77%

 Andrew Staley

52,294,667

9.73%

 City Financial

48,333,333

9.00%

 Christopher Peel

30,159,960

5.61%

 Kevin Mee

27,066,666

5.04%

 Paul Millott

27,000,000

5.03%

 Oliver Cooke

26,188,556

4.88%

 Malcolm Harper   

21,000,000

3.91%




Directors

The Directors of the Company during the period were:

 

Executives:

Oliver Cooke

Brian Raven

 

Non - Executives:

Roderic Rennison

Philip Young

 

Oliver Cooke

Chairman, aged 62

 

Oliver has over 35 years of financial and business development experience gained in a range of quoted and private companies including over fifteen years' experience as a public company director. He has considerable experience in the fields of strategic transformation, acquisitions, disposals and fundraisings. Oliver is a Chartered Accountant and a Fellow of the Chartered Association of Certified Accountants.

 

Brian Raven

Group Chief Executive, aged 61

 

Brian has been involved in the financial services sector since 2010. He has a wide range of business experience, having held many sales and general management posts at senior management and board level, including running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc, subsequently renamed Retail Decisions plc, a business engaged in combating the fraudulent use of plastic payment cards. He led the company until 1998 by which time it was an international group, listed on AIM, with a market capitalisation of some £100 million. As a principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.

 

Roderic Rennison

Non-Executive Director, Chairman of Remuneration Committee, aged 62

 

Roderic has more than 40 years of experience in financial services encompassing a variety of roles including sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations together with corporate affairs, risk and regulatory matters. He provides consultancy services in the sector to a range of providers, fund managers and intermediaries and particularly specialises on RDR, for which he chaired the professionalism and reputation work stream.

 

Philip Young

Non-Executive Director, Chairman of Audit Committee, aged 43

 

Philip began his career in 1996 at a small financial consultancy business specialising in complex regulatory issues, CCL, in Macclesfield. Philip moved to Bankhall Investment Associates Ltd in 1998, where he worked initially in the compliance area, then moved to become Commercial Manager for Bankhall's e-commerce department. In 2003, he co-founded threesixty services LLP and threesixty support LLP, with a number of colleagues, and became an equity partner. threesixty has grown to become one of the most significant forces in adviser support in the UK, providing professional business services to over 700 firms with more than 7,000 advisers. threesixty was acquired by Standard Life Plc in 2010, after which Philip was appointed Managing Director.

 

Corporate Governance

 

The Board confirms that the Group has had regard, throughout the accounting period, to the provisions set out in the UK Corporate Governance Code which was issued by the Financial Reporting Council in April 2016. Whilst not required to do so the Directors, as a matter of best practice, have voluntarily endeavoured to comply with those of the provisions which they consider to be relevant to a company of this size.

 

The Board does not consider the Group to be sufficiently large to warrant the establishment of a dedicated internal audit function.

 

Diversity

 

Tavistock is an equal opportunities employer and does not discriminate against staff on the basis of disability, gender, ethnicity or sexual orientation.

 

The Board of Directors

 

The Board currently comprises two executive Directors and two non-executive Directors.

 

The non-executive Directors have a strong compliance background and are considered to be independent. All Directors are required to stand for re-election at least once in every three years.

 

All members of the Board are equally responsible for the management and proper stewardship of the Group. The non-executive Directors are independent of management and free from any business or other relationship with the Company or Group and are thus able to bring independent judgment to issues brought before the Board.

 

The Board meets at least ten times per year and more frequently where necessary to approve specific decisions. Directors may take independent professional advice at the Company's expense.

 

The Audit Committee

 

The Audit Committee is comprised of the Chairman, who is a Chartered Accountant and has been a partner in a public practice, and the independent non-executive Directors and determines the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Company's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company's auditors.

 

During the year under review the Audit Committee met twice.

 

The Nomination Committee

 

The Directors do not consider it necessary for a company of this size to have a separate Nomination Committee.

 

Communication with shareholders

 

The Chairman and the Chief Executive are available to meet with institutional shareholders and to answer questions from private shareholders. The Board is open to receiving constructive input from shareholders. Each shareholder receives the annual report, which contains the Chairman's Statement. The annual and interim reports, together with other corporate press releases are made available on the Company's website www.tavistockinvestments.com. The Annual General Meeting provides a forum for shareholders to raise issues with the Directors. The Notice convening the meeting is issued with 21 clear days' notice. Separate resolutions are proposed on each substantially separate issue.

 

Going concern

 

The Directors confirm that they are satisfied the Group has adequate resources to continue its business for the foreseeable future and on this basis; they continue to adopt the going concern basis in preparing the accounts.

 

Financial instruments

 

Details of the use of financial instruments by the Group are contained in Note 14 of the financial statements.

 

Share capital

 

Changes to share capital during the period are given in Note 15 to the accounts onwards.

 

Charitable and Political Donations

 

The Group did not make any political donations in the period but made charitable donations totalling £13,843 (2016: £5,000).

 

Dividends

 

The Directors do not propose a final dividend (2016: £Nil)

 

Auditors

 

A resolution reappointing haysmacintyre will be proposed at the Annual General Meeting in accordance with S489 of the Companies Act 2006.

 

Supplier payment policy

 

The Group's policy is to agree terms of payment with suppliers when entering into a transaction; ensure that those suppliers are aware of the terms of payment by including them in the terms and condition of the contract and pay in accordance with contractual obligations. Trade creditors at 31 March 2017 represented 14 days' purchases (2016: 7 days).

 

Internal control

 

The Directors are aware of the UK Corporate Governance Code which was issued by the Financial Reporting Council in April 2016. The key elements of the systems, which have regard to the size of the Group, are that the Board meets regularly and takes the decisions on all material matters, the organisational structure ensures that responsibilities are defined and authority only delegated where appropriate, and that regular management accounts are presented to the Board to enable the financial performance of the Group to be analysed.

 

The Directors acknowledge that they are responsible for the system of internal control which is established in order to safeguard the assets, maintain proper accounting records and ensure that financial information used within the business or published is reliable. Any such system of control can, however, only provide reasonable, not absolute, assurance against material misstatement or loss.

 

In preparing the financial statements, the Directors are required to:

 

·      select suitable accounting policies in accordance with IAS 8 Accounting Policies, changes in Accounting Estimates and Errors and then apply them consistently;

·      present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

·      state that the Group has complied with IFRSs, subject to any material departures disclosed and explained in the financial statements, and make judgments and estimates that are reasonable and prudent.

 

Directors' responsibilities

 

The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial period.  Under that law the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice United Kingdom Accounting Standards and applicable law.  Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. 

 

The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 

 

In preparing these financial statements, the Directors are required to:

 

·       select suitable accounting policies and then apply them consistently;

·       make judgments and estimates that are reasonable and prudent;

·       for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the European Union;

·      for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Website publication

 

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website.  Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions.  The maintenance and integrity of the Company's website is the responsibility of the Directors.  The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

 

Directors' interests

 

The Directors beneficial interests in the Ordinary Share Capital and options to purchase such shares were as follows:

 


          Ordinary shares of 1p each


31 March 2017

31 March 2016


Share options

Shares

Share options

Shares

Executive Directors:





Oliver Cooke

1,600,000

25,388,556

1,600,000

2,078,206

Brian Raven

1,600,000

62,319,379

1,600,000

16,455,295






Non-executives Directors:





Roderic Rennison

Philip Young

-

-

250,000

500,000

-

-

250,000

500,000

 

Research and Development

 

The Group is developing a software system for use by its advisers but has not undertaken any other any research and development activities

 

Directors' statement as to disclosure of information to auditors

 

The Directors have taken all of the steps required to make themselves aware of any information needed by the Group's auditors for the purposes of their audit and to establish that the auditors are aware of that information.

 

The Directors are not aware of any audit information of which the auditors are unaware.

 

Approved by the Board of Directors and signed on its behalf by

 

Oliver Cooke

Chairman

 

31 July 2017

 

 

REMUNERATION REPORT

FOR THE YEAR ENDED 31 MARCH 2017

 

Compliance

Described below are the principles that the Group has applied in relation to Directors' remuneration.

 

 

The Remuneration Committee

The Remuneration Committee comprises the non-executive Directors.  Mindful of the need to attract, retain and reward key staff, the Committee reviews the scale and structure of the executive Directors' and senior employees' remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements.

 

The remuneration of, and the terms and conditions applying to, the non-executive Directors are determined by the entire Board.

 

During the year under review, the Remuneration Committee met three times and all members attended.

 

 

Share options

The share options granted to the Directors under the Company's EMI (Enterprise Management Incentive) Share Option Scheme are as follows.

 


Number at start of period

Issued in the period

Converted in the period

Exercise price

(pence)

Number at end of period

Date from

which exercisable

Expiry

date









Executive Directors








Oliver Cooke

800,000

-

-

5.25

800,000

October 2017

October 2024

Oliver Cooke

800,000

-

-

5.25

800,000

October 2019

October 2024

Brian Raven

800,000

-

-

5.25

800,000

October 2017

October 2024

Brian Raven

800,000

-

-

5.25

800,000

October 2019

October 2024

G Ordinary Shares








Oliver Cooke

50,000

-

50,000

1.00

-

July 2016

July 2018

Brian Raven

50,000

-

50,000

1.00

-

July 2016

July 2018









 

The market price of the shares at 31 March 2017 was 2.625 pence (2016: 4.625 pence) and the range during the financial period was 2.60 pence to 7.75 pence.

 

During the year both Oliver Cooke and Brian Raven exercised the options, granted to them under the terms of the Company's EMI Scheme, over 50,000 G Ordinary Shares, which as a class were then converted with the approval of Shareholders into 45,854,034 Ordinary Shares.

 

After the balance sheet date, on 13 April 2017, the Company announced that it had inter alia, granted options over an additional 10,000,000 shares to each of Oliver Cooke and Brian Raven with an exercise price of 5.25p per share, which represented a premium of 86.2% over the Company's then share price. In each case, the vesting of 5,000,000 of the shares is conditional upon the achievement by the Group of £5 million of pre-tax profit in a single year and the vesting of the other 5,000,000 shares is conditional upon the growth of the funds managed by the group to £1.5 billion.

 

Service contracts

The term of the Directors' service contracts can be summarised as follows:

 

Executive Directors

Commencement date

Term




Oliver Cooke

3 May 2013

Fixed to 31 March 2020, terminable thereafter on twelve months' notice

Brian Raven

12 May 2014

Fixed to 31 March 2020, terminable thereafter on twelve months' notice




Non-executive Directors






Roderic Rennison

12 May 2014

Initial term 2 years, terminable at any time on three months' notice

Philip Young

12 May 2014

Initial term 2 years, terminable at any time on three months' notice

 

Directors' remuneration

 

Details of each Director's remuneration are provided in Note 5 to the financial statements entitled Staff Costs.

 

On behalf of the Board

 

Oliver Cooke

Chairman

 

31 July 2017

 

 

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF

TAVISTOCK INVESTMENTS PLC

 

We have audited the financial statements of Tavistock Investments Plc for the year ended 31 March 2017 which comprise the consolidated statement of comprehensive income, the Group and parent company statements of financial position, the Group and parent company statements of changes in equity, the Group and parent company cash flow statements and the related notes. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, UK Generally Accepted Accounting Principles ("UK GAAP") including Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland and the provisions of the Companies Act 2006.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report 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 this report, or for the opinions we have formed.

 

Respective responsibilities of Directors and auditors

 

As explained more fully in the statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

Scope of the audit of the financial statements

 

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

 

Opinion on financial statements

 

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and the parent company's affairs as at 31 March 2017 and of the Group's loss for the year then ended;

• the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

Opinion on other matters prescribed by the Companies Act 2006

 

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements and such reports have been prepared in accordance with applicable legal requirements.

 

In light of our knowledge and understanding of the Group parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

 

Simon Wilks (Senior Statutory Auditor)

For and on behalf of haysmacintyre

26 Red Lion Square

London

WC1R 4AG

 

31st July 2017

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2017

 



Year ended

Year ended



31 March

31 March



2017

2016


Note

£'000

£'000





Revenue - continuing operations

3

36,399

29,850





Cost of sales - continuing operations


(28,635)

(24,175)



------------

------------

Gross profit


7,764

5,675




Administrative expenses- continuing operations


(8,664)

(8,444)



--------------

--------------

Loss from Operations

4

(900)

(2,769)





Memorandum:

Adjusted EBITDA


 

537

 

103

Depreciation & amortisation


(782)

(736)

Intangible impairment & loss on disposals


-

(192)

Share based payments


(306)

(528)

Acquisition related costs


(349)

(1,416)



--------------

--------------

Loss from Operations


(900)

(2,769)









Finance costs


(205)

(31)

Finance income


1

8



------------

------------

Loss before taxation and attributable to equity holders of the parent

 

 

(1,104)

(2,792)





Taxation

6

528

375



------------

------------

Loss from continuing operations

 

Discontinued operations (net of tax)

 

Loss after taxation and attributable to equity holders of the parent and total comprehensive income for the period

 

 

 

(576)

 

-

------------

 

(576)

(2,417)

 

(766)

------------

 

(3,183)



======

======

Loss per share (continuing operations)




Basic

7

(0.13)p

(1.10)p



======

=======

 

The notes below form part of the group financial statements.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2017

 



31 March 2017

31 March 2016



£'000

£'000

£'000

£'000

ASSETS

 

 

 

 

 

Non-current assets

 

 

 

 

 

Property, plant and equipment

8


381


257

Intangible assets

9


19,954


11,969




-----------------


-----------------

Total non-current assets

 

 

20,335

 

12,226

 

 

 

 

 

 

Current assets

 

 

 

 

 

Trade and other receivables

10

2,149


3,705


Cash and cash equivalents


4,558


3,385




-----------------


-----------------


Total current assets



6,707


7,090




-----------------


-----------------

Total assets



27,042


19,316







LIABILITIES












Current liabilities

11


(5,319)


(7,826)







Non-current liabilities






Other payables

11


(3,100)


(250)

Provisions

12


(46)


(1,640)

Deferred taxation

13


(396)


(702)




------------------


------------------

Total liabilities



(8,861)


(10,418)




------------------


------------------

Total net assets



18,181


8,898




=========


=========

Capital and reserves attributable to owners






of the parent






Share capital

15


12,685


10,262

Share premium



27,818


20,688

Retained deficit



(22,322)


(22,052)




------------------


------------------

Total equity



18,181


8,898




=========


=========

 

The financial statements were approved by the Board and authorised for issue on 31st July 2017.

 

Oliver Cooke

Chairman

 

The notes below form part of the group financial statements.

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2017

 


Share capital

Share premium

Retained deficit

Total equity


£'000

£'000

£'000

£'000






31 March 2015

10,245

20,576

(19,397)

11,424


--------------

--------------

--------------

--------------

Issue of shares

17

112

-

129






Loss after tax and total comprehensive income

-

-

(3,183)

(3,183)

 

Equity settled share based payments

-

-

528

528


--------------

--------------

--------------

--------------

31 March 2016

10,262

20,688

(22,052)

8,898


--------------

--------------

--------------

--------------






Issue of shares

2,423

7,130

-

9,553






Loss after tax and total comprehensive income

-

-

(576)

(576)






Equity settled share based payments

-

-

306

306


--------------

--------------

--------------

--------------

31 March 2017

12,685

27,818

(22,322)

18,181


--------------

--------------

--------------

--------------

 

 

The notes below form part of the group financial statements.

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2017

 



Year ended

31 March 2017

Year ended

31 March 2016



£'000

£'000

£'000

£'000

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Loss before tax

 

Adjustments for:

 



(1,104)


(3,558)

Share based payments



306


528

Depreciation on property plant and equipment



93


48

Amortisation of intangible assets



689


688

Disposal of intangible assets



-


192

Deferred consideration adjustment



-


1,263

Net Finance costs



204


23




-----------------


-----------------

Cash flows from operating activities before changes






in working capital



188


(816)







Decrease/(increase) in trade and other receivables



2,068


739

Decrease in trade and other payables



(2,589)


(1,316)

Corporation tax paid



(160)


(87)




-----------------


-----------------

Cash used in operations



(493)


(1,480)







Investing activities






Finance income


1


8


Development of intangible assets


(199)


(275)


Purchase of property, plant and equipment


(180)


(230)


Proceeds on disposals


50


489


Cash on acquisition


2,009


256


Acquisition of subsidiaries


(4,839)


(220)




-----------------


-----------------


Net cash (absorbed)/generated from investing activities



(3,158)


28







Financing activities






Finance costs


(205)


(31)


New loan


2,000


-


Issue of new share capital (net of costs)


3,029


129




-----------------


-----------------


Net cash from financing activities



4,824


98




-----------------


-----------------

Net increase/(decrease) in cash and cash equivalents



1,173


(1,354)







Cash and cash equivalents at beginning of the period



3,385


4,739




------------------


------------------

Cash and cash equivalents at end of the period



4,558


3,385




=========


=========

 

The notes below form part of the group financial statements.

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2017

 

1.            ACCOUNTING POLICIES

 

Principal accounting policies

The Company is a public company incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs.

 

Changes in accounting policies

Standards issued but not yet effective at the date of issuance of the Group's financial statements are listed below:

 

IFRS 15 Revenue from Contracts with Customers (effective from 1 April 2018)

 

The implementation of this standard is not expected to have any material effect on the Group's financial statements.

Basis of Consolidation

The Group comprises a holding company and a number of individual subsidiaries and all of these have been included in the consolidated financial statements in accordance with the principles of acquisition accounting as laid out by IFRS 3 Business Combinations.

 

               Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. All such revenue is reported net of discounts and Value Added Tax. Revenue represents either gross Independent Financial Adviser ("IFA") income or investment management fees receivable in respect of the period. This revenue is recognised as and when it is earned and is calculated on a monthly basis.

 

Intangible assets

Intangible assets include goodwill arising on the acquisition of subsidiaries and represents the difference between the fair value of the consideration payable and the fair value of the net assets that have been acquired. The residual element of Goodwill is not being amortised but is subject to an annual impairment review.

 

Also included within intangible assets are various assets separately identified in business combinations (such as FCA permissions, established systems and processes, adviser and client relationships and brand value) to which the Directors have ascribed a commercial value and a useful economic life. The ascribed value of these intangible assets is being amortised on a straight-line basis over their estimated useful economic life, which is considered to be between 5 and 10 years.

 

Internally generated intangible assets

Internally generated assets are capitalised when the technical feasibility of completing the asset so that it will be available for use is confirmed, there is a demonstrable ability to use the asset and probable future economic benefits will flow from it.  Internally generated intangible assets are measured at cost and amortised over a useful life of 5 years.

 

Financial assets

Loans and receivables: These assets are deemed to be non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are carried at amortised cost using the effective interest rate method.

 

Cash and cash equivalents: These include cash in hand and deposits held at call with UK banks.

 

Financial liabilities

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

 

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight-line basis over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

 

Fair value is calculated using the Black-Scholes model, details of which are given in Note 16.

 

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

 

The method of depreciation for each class of depreciable asset is:

 

Computer equipment                                          -     3 - 4 years straight line

Office fixtures, fittings & equipment                -     4 - 7 years straight line

 

Impairment of Assets

Impairment tests on goodwill are undertaken annually at the balance sheet date. The recoverable value of goodwill is estimated on the basis of value in use, defined as the present value of the cash generating units with which the goodwill is associated. When value in use is less than the book value, an impairment is recorded and is irreversible.

 

Other non-financial assets are subject to impairment tests whenever circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its estimated recoverable value (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable value of an individual asset, the impairment test is carried out on the asset's cash-generating unit. The carrying value of property, plant and equipment is assessed in order to determine if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income. Impairment charges are included under administrative expenses within the consolidated statement of comprehensive income. 

 

Taxation and deferred taxation

               Corporation tax payable is provided on taxable profits at prevailing rates.

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

·      the initial recognition of goodwill; and

·      the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit.

 

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the asset can be utilised. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

 

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

 

·      the same taxable Group company; or

·      different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

 

2.        CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

 

The preparation of these financial statements has required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgments and estimations is contained below, as well as in the accounting policies and accompanying notes to the financial statements.

 

Impairment of goodwill and intangible assets

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. Other intangible assets are tested whenever circumstances indicate that their carrying value may not be recoverable. The recoverable amount is determined based on value in use calculations. The Group has not impaired any goodwill or intangible assets during the year (2016: £Nil).

 

3.         SEGMENTAL INFORMATION

 

A segmental analysis of revenue and expenditure for the period is:

 



Investment Management

Advisory

Support

2017

2016



£'000

£'000

£'000

£'000

REVENUE






Fees and Commissions


1,660

34,739

36,399

29,505

Other


-

-

-

345



------------

---------------

-------------

-------------

TOTAL REVENUE


1,660

34,739

36,399

29,850



------------

---------------

-------------

-------------

Cost of Sales


(278)

(28,357)

(28,635)

(24,175)







Administrative Expenses


(909)

(4,952)

(5,861)

(4,885)







Group costs




(2,803)

(3,559)





-------------

-------------

Loss from operations




(900)

(2,769)





======

======

 

The segmental analysis above reflects the parameters applied by the Board when considering the Group's monthly management accounts. The Directors do not consider a division of the balance sheet to be appropriate or useful for the purposes of understanding the financial performance and position of the Group.

 

During the period under review the Group operated, and earned revenue exclusively within the UK.

 

4.

LOSS FROM OPERATIONS





2017

2016



£'000

£'000


This is arrived at after charging:








Staff costs (see note 5)

4,164

3,155


Depreciation

93

48


Amortisation of intangible fixed assets

689

688


Loss on adjustments to deferred consideration

-

1,297


Operating lease expense - property

254

199














Auditors' remuneration in respect of the Company

8

8


Audit of the Group and subsidiary undertakings

62

60


Auditors' remuneration - non-audit services -interim

2

4


Auditors' remuneration - non-audit services -taxation

13

  10



------------

-----------



85

82



=======

======

 

5.

STAFF COSTS





2017

2016



£'000

£'000


Staff costs for all employees, including directors and development




staff consist of:




Wages, fees and salaries

3,358

2,361


Social security costs

356

242


Pensions

144

24



-----------

-----------



3,858

2,627


Share based payment charge

306

528



-----------

-----------



4,164

3,155



=====

=====











2017

2016


The average number of employees of the group during the year

Number

Number


was as follows:




Directors and key management

7

6


Operations and administration

89

60



-----------

-----------



96

66



======

======





The remuneration of the highest paid director was £192,391 (2016: £151,325). The total remuneration of key management personnel was £933,259 (2016: £828,766).

 

Directors' Detailed Emoluments

 

Details of individual Directors' emoluments for the year are as follows:

 


Salary & fees

Benefits in kind & allowances

Pension contributions

Total

2017

Total

2016


£

£

£

£

£







O Cooke

146,667

18,457

14,664

179,788

148,942

B Raven

156,667

20,060

15,664

192,391

151,325

P Young*

25,000

-

-

25,000

25,000

R Rennison*

25,000

-

-

25,000

25,000


----------------

----------------

--------------

----------------

----------------


353,334

38,517

30,328

422,179

350,267


========

=======

=======

=======

=======

 

*Denotes non-executive Director

 

All pension contributions represent payments into defined contribution schemes.

 

6.

TAXATION ON LOSS FROM ORDINARY ACTIVITIES





2017

2016



£'000

£'000






Current tax credit

(19)

(6)


Deferred tax credit

(509)

(369)



------------

------------


Tax credit for the year

(528)

(375)



======

======

















The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to loss before tax.

 



2017

2016



£'000

£'000






Loss on ordinary activities before tax

(1,104)

(2,792)



======

======


Loss on ordinary activities at the standard rate of corporation tax in




the UK of 20% (2016: 20%)

(221)

(558)






Effects of:




Unutilised losses

100

-


Expenses not deductible for tax purposes

107

289


Other timing differences

(456)

(88)


Differences between capital allowances and depreciation

10

23


Capital gains

-

54


Non-taxable income

(27)

(24)


Adjust closing deferred tax to average rate of tax

(41)

(85)


Deferred tax not recognised

-

14



---------------

---------------

Tax credit for the year

(528)

(375)


======

======

 

The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to loss before tax.

 

7.

LOSS PER SHARE





2017

2016



£'000

£'000


Loss per share has been calculated using the following:




Loss (£'000)

(576)

(3,183)


Weighted average number of shares ('000s)

418,662

289,631



--------------

--------------


Basic loss per ordinary share

(0.13)p

 (1.10)p



=======

=======

 

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share. For a loss-making company with outstanding share options, net loss per share would be decreased by the exercise of options. Therefore, as per IAS33 the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS. 

 

 

 

8.

TANGIBLE FIXED ASSETS













 

Motor

 

Computer

Office fixtures fittings and




Vehicles

equipment

equipment

Total



£'000

£'000

£'000

£'000


Cost






Balance at 1 April 2016

-

219

379

598


Additions

-

80

100

180


Acquisitions

28

-

105

133



---------

---------

--------------

---------------


Balance at 31 March 2017

28

299

584

911



---------

---------

--------------

---------------


Accumulated depreciation






Balance at 1 April 2016

-

178

163

341


Depreciation charge

4

29

60

93


Acquisitions

11

-

85

96



---------

---------

--------------

---------------


Balance at 31 March 2017

15

207

308

530



---------

---------

--------------

---------------


Net Book Value






At 31 March 2017

13

92

276

381



=====

=====

=====

=====


At 31 March 2016

-

41

216

257



=====

=====

=====

======







 

9.

INTANGIBLE ASSETS

Customer

Regulatory

Goodwill

Other




& Adviser

Approvals

Arising on

Intangible




Relationships

& Systems

Consolidation

Assets

Total



£'000

£'000

£'000

£'000

£'000


Cost







Balance at 1 April 2016

4,010

1,350

7,848

275

13,483


Additions

-

-

-

199

199


Acquisitions

1,455

465

6,903

-

8,823


Disposals

(50)

-

-

-

(50)



-------------

-------------

-------------

------------

---------------


Balance at 31 March 2017

5,415

1,815

14,751

474

22,455



-------------

-------------

------------

------------

---------------


Accumulated amortisation







Balance at 1 April 2016

879

430

205

-

1,514


Impairment charges

-

-

-

-

-


Acquisitions

298

-

-

-

298


Amortisation

553

136

-

-

689



------------

-----------

-----------

------------

---------------


Balance at 31 March 2017

1,730

566

205

-

2,501



-----------

------------

------------

------------

---------------


Net Book Value







At 31 March 2017

3,685

1,249

14,546

474

19,954



======

======

======

======

=======


At 31 March 2016

3,131

920

7,643

275

11,969



======

======

======

======

=======

 

Customer and Adviser Relationships relate to identifiable relationships between acquired companies, their adviser network and the associated client bases.

 

Regulatory Approvals and Systems relate to the estimated costs incurred by acquired companies in obtaining authorisations to carry on their relevant business and in putting in place the appropriate staffing and information structures.

 

Amortisation is charged over a period between 5 and 10 years.

 

 

GOODWILL AND IMPAIRMENT






 







 

The carrying value of goodwill in respect of each cash generating unit is as follows:

 







 





31 March

2017

31 March 2016

 





£'000

£'000

 







 

Financial Advisory business


12,631

   5,728

Investment Management business




1,915

1,915

 





  -------------

-------------

 





14,546

7,643

 





 ======

=======

 







 

In assessing the carrying value of goodwill the Directors have given consideration to the anticipated performance of each of these cash generating units as part of a value in use calculation. This consideration included reference to a generally accepted future medium term (three year) growth rate of 10%, followed by a long-term rate of 3%. It is also assumed a discount rate of 15%. It is considered that any reasonably possible changes in the key assumptions would not result in an impairment of the present carrying value of the goodwill.

 

 

ACQUISITIONS DURING THE PERIOD

 

Abacus Associates Financial Services Limited

 

In April 2016, the Group acquired 100% of the issued share capital of Abacus Associates Financial Services Limited, an independent financial advisory company, for a fixed initial consideration of £5.165m, of which £2.535m was settled at completion in cash, £0.13m through the adoption of a debt obligation, £1.5m through the issue to the vendor of 20m new ordinary shares of 1p each at an issue price of 7.5p per share and a further £1 million to be settled in cash on the first anniversary. In addition, the vendor is also entitled to potentially receive a performance-related deferred consideration, payable in cash in July 2018 subject also to certain other conditions relating to quality of service and customer satisfaction. The fair value of this consideration has been estimated to be £1.4m.


Book

Fair value

Fair value


value

adjustments

to Group


£'000

£'000

£'000

Cost




Tangible fixed assets

36

-

36

Intangible fixed assets

342

815

1,157

Debtors

391

-

391

Cash at bank and in hand

1,341

-

1,341

Creditors due within one year

(366)

-

(366)

Deferred tax

-

(139)

(139)


---------

--------------

---------

Net assets on acquisition

1,744

676

2,420


---------

--------------

---------

Included in the Consolidated Statement of Comprehensive Income is gross revenue of £5,873,000 and profit of £557,000 arising from Abacus Associates Financial Services Limited. The primary reason for the acquisition was to increase the scale of the advisory business.

 

Price Bailey Financial Services Limited

 

In November 2016, the Group acquired 100% of the issued share capital of Price Bailey Financial Services Limited, an independent financial advisory company, for an initial consideration of £2.95m, of which £2.0m was settled at completion in cash and £0.95m through the issue to the vendor of 21,263,462 new Ordinary Shares of 1p each at an issue price of 4.4678p per share. In addition, a second fixed payment in cash is due upon the first anniversary of completion of £150,000 together with a variable payment of up to £500,000 in cash which will be reduced in the event of upheld complaints during the intervening period and so the total fair value of the consideration payable at the acquisition date was assessed as £3.6m.  A final deferred payment will be made upon the third anniversary of completion of the acquisition if the highest average closing price per Ordinary Share over any five-consecutive business day period in the three months prior to the third anniversary date is below 7.5 pence per share. In such an event the payment may be made either in cash or through the issue of additional Ordinary Shares. The adjustment payment is only applicable to 16 million of the consideration shares and accordingly the maximum adjustment will be £440,000.

 


Book

Fair value

Fair value


value

adjustments

to group


£'000

£'000

£'000

Cost




Intangible assets

-

465

465

Debtors

202

-

203

Cash at bank and in hand

667

-

666

Deferred tax

-

(79)

(79)

Creditors due within one year

(412)

-

(412)


---------

--------------

-----------

Net assets on acquisition

457

386

843


---------

--------------

   ------------  

 

Included in the Consolidated Statement of Comprehensive Income is gross revenue of £731,000 and profit of £103,000 arising from Price Bailey Financial Services Limited. The primary reason for the acquisition was to increase the scale and capability of the advisory business.

 

 

10.

TRADE AND OTHER RECEIVABLES



31 March 2017

31 March 2016





£'000

£'000








Trade receivables



748

498


Prepayments and accrued income



942

589


Amounts recoverable in respect of claims and complaints

-

1,418


Other receivables



459

1,200





-------------

-------------





2,149

3,705


 

 



======

======

 

11.

LIABILITIES



31 March 2017

31 March 2016





£'000

£'000


Current liabilities






Trade payables



1,095

495


VAT and social security liabilities

250

106


Accruals



803

938


Deferred consideration on acquisitions



2,002

4,476


Other payables



870

1,810


Corporation tax payable



49

1


Loans



250

-





---------------

---------------





5,319

7,826





======

======


Non-current liabilities






Loans



2,000

250


Deferred consideration



1,100

-





-------------

--------------





 3,100

250





======

======

 

Novia Financial plc and Cocoon Investment Holdings Ltd have provided the Company with a three year, unsecured, convertible loan facility of up to an aggregate of £750,000, for business development and working capital purposes of which £250,000 had been drawn down at the balance sheet date.  Interest on amounts drawn down under the facility accrue at the rate of 1 per cent per annum over the base rate and are payable quarterly.  Any funds drawn down under the Loan Facility fall due for repayment at the end of the term, being 27 August 2017.  The principal sum outstanding under the Loan Facility may be converted, at a share price of 7.5 pence per share, into new ordinary shares in the capital of the Company at any time prior to the end of the term at the discretion of the Lenders.

 

The Company entered into a three-year, £2 million debt facility with Assetz SME Capital Ltd which is secured by a charge in favour of Assetz SME Capital Ltd over the Group's shares in Abacus Associates Financial Services Limited. Interest on the facility, at the rate of 9% per annum, is paid monthly and repayment of the principal sum is due in April 2019.  The facility can be extended at the Company's discretion for a further period of up to two years.

                                                                                                                                      

12.

PROVISIONS




Total



£'000





Balance at 1 April 2016

1,640


Payments to settle claims

(953)


Provisions utilised/released

(641)



-------------


Balance at 31 March 2017

46



=======

 

The amounts paid predominantly relate to claims arising from the conduct of thematic past business reviews and from specific complaints received from clients of Financial Limited's network members, a company that has now been liquidated.

 

 

13.

DEFERRED TAX




Total



£'000





Balance at 1 April 2016

702


Deferred tax credit in the year

(509)


Arising on acquisitions

203



-------------


Balance at 31 March 2017

(396)



=======

 


The deferred tax provision comprises:

31 March 2017

31 March 2016



£'000

£'000






Accelerated capital allowances

 (17)

-


Unutilised tax losses

 (419)

-


Deferred tax on intangibles

832

702



-------------

-------------



396

702

 

 


======

======

 

 

14.       FINANCIAL RISK MANAGEMENT

 

The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are within the current assets and current liabilities shown on the face of the statement of financial position and comprise the following:

 

Credit risk

The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of Investment platforms and advisers. Receivables are broken down as follows:

 



31 March 2017

31 March 2016



£'000

£'000


Loans and receivables




Trade receivables

748

498


Cash and cash equivalents

4,558

3,385









 

The table below illustrates the due date of trade receivables:



31 March 2017

31 March 2016



£'000

£'000






Current

697

407


31 - 60 days

-

-


61 - 90 days

-

-


91 - 120 days

-

3


121 and over

51

88



-------------

 -----------



748

498



======

======

         Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and repayments of its liabilities.

 

The Group's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due and so cash holdings may be high during certain periods throughout the period.

 

Other than the loans referred to in Note 11, the Group currently has no bank borrowing or overdraft facilities.              

 

The Group's policy in respect of cash and cash equivalents is to limit its exposure by reducing cash holding in the operating units and investing amounts that are not immediately required in funds that have low risk and are placed with a reputable bank.

 

Cash at bank and cash equivalents



31 March 2017

31 March 2016



£'000

£'000






  At the year end the Group had the following cash balances:

4,558

3,385



======

======





Cash at bank comprises Sterling cash deposits held within a number of banks. At 31 March 2017, £252,000 (2016: £1,470,000) of cash is held on deposit in special interest bearing accounts to maximise returns.

 

All monetary assets and liabilities within the group are denominated in the functional currency of the operating unit in which they are held. All amounts stated at carrying value equate to fair value.

 





Financial liabilities at amortised cost




Trade payables


1,095

495

Accruals


803

938



======

======

 

 

The table below illustrates the ageing of trade payables:





31 March 2017

31 March 2016





£'000

£'000








Current

1092

487


31 - 60 days

3

-


61 - 90 days

-

-


91 - 120 days

-

-


121 and over

-

8





----------------

                     ---------------  





1,095

495





========

                    ========

        

         Capital Disclosures and Risk Management

 

The Group's management define capital as the Group's equity share capital and reserves.

 

The Group's objective when maintaining capital is to safeguard the it's ability to continue as a going concern, so that in due course it can provide returns for shareholders and benefits for other stakeholders.

 

The Group manages its capital structure and makes adjustments to it in the light of changes in the business and in economic conditions. In order to maintain or adjust the capital structure, the Group may from time to time issue new shares, based on working capital and product development requirements and current and future expectations of the Company's share price.

 

Share capital is used to raise cash and as direct payments to third parties for assets or services acquired.

 

Market risk

 

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group considers the interest rates available when deciding where to place cash balances. The Group has no material exposure to interest rate risk.

 

15.

SHARE CAPITAL   

31 March 2017

31 March 2016



£'000

£'000


Called up share capital








Allotted, called up and fully paid








533,614,920 Ordinary shares of 1 pence each




(2016: 291,348,638 shares of 1 pence each)

5,336

2,913






          10,000,000 "A" Ordinary shares of 0.01 pence each

-

1






          Nil (2016: 100,000 "G" Ordinary shares of 1 pence each)

-

-






         30,450,078 Deferred shares of 9p each

2,742

2,741






          465,344,739 Deferred "A" shares of 0.99 pence each

4,607

4,607



------------

------------



12,685

10,262



======

======

 

During the period, the Company issued options within its EMI (Enterprise Management Incentive) Share Option Scheme to employees over a total of 7,720,000 ordinary shares of 1p each with an exercise price of 5.25p per share.  These options are capable of exercise between February 2017 and March 2022.

 

On 1 April 2016, 20,000,000 new Ordinary shares of 1p were issued at an issue price of 7.5p per share and a further 24,615,385 new ordinary shares of 1p were issued at an issue price of 3.25p in connection with acquisition of Abacus Associates Financial Services Limited.

 

On 14 April 2016, 84,746 new ordinary shares of 1p were issued at an issue price of 5.9p per share in satisfaction of an historical obligation.

 

On 28 April 2016, 10,057,938 new Ordinary shares of 1p were issued at an issue price of 4.315p in connection with the acquisition of Standard Financial Group Limited.

 

On 13 June 2016, 10,000,000 A shares of 0.01 p each were converted into 100,000 Ordinary shares of 1p each.

 

On 22 June 2016, 49,523,975 new Ordinary shares of 1p were issued at a price of 7.5p per share in satisfaction of the deferred consideration for Blacksquare Limited.

 

On 4 July 2016, 155,631 new Ordinary shares of 1p were issued at a price of 6.4p per share in satisfaction of historical obligations.

 

On 30 November 2016, 70,000,000 new ordinary shares of 1p were issued at a price of 3.0p per share and a further 21,263,462 new ordinary shares of 1p were issued at a price of 4.5p per share in connection with the acquisition of Price Bailey Financial Services Limited.

 

On 19 January 2017, 166,666 new ordinary shares of 1p were issued at an issue price of 3.0p per share and 444,444 new ordinary shares of 1p were issued at a price of 7.5p per share in satisfaction of historical obligations.

 

On 23 February 2017, with the consent of the Company's shareholders, the 100,000 G Ordinary shares were converted into 45,854,034 ordinary shares of 1p. The conversion took the form of a bonus issue of shares which was funded out of the Company's share premium account.

 

The following describes the nature and purpose of each of the Company's reserves:

 

Reserve                                    Description and purpose

 

Share capital                            Amount subscribed for share capital at nominal value.

Share premium                         Amount subscribed for share capital in excess of nominal value.

Retained deficit                       Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

 

 

16.

SHARE BASED PAYMENTS








During the period the Company issued options over 7,720,000 Ordinary shares under the terms of its EMI Share Option Scheme.

 

These options have been valued using the Black- Scholes pricing model. The weighted average of the assumptions used in the model are:

 


Share price at grant

3.32p


Exercise price

5.25p


Expected volatility

112%


Expected life

7.08 years


Risk free rate

1.2%





Expected volatility has been determined by reference to the fluctuations in the Company's share price between the formation of its current group structure and the grant date of the share options.






Ordinary shares





Weighted






average price






(pence)

Number










Outstanding at the beginning of the year

4.84

18,450,000




Granted during the year

Lapsed during the year

5.25

4.08

7,720,000 (4,950,000)






-------------------




Outstanding at the end of the period

5.18

21,220,000






=========



 

The exercise price of options outstanding at the end of the year, 1,500,000 of which had vested and were exercisable, was 5.18p and their weighted contractual life was 8.64 years.

 

There were no options over Ordinary shares exercised in the period. The weighted average fair value of each option granted during the current period was assessed as being 2.78p and their weighted average contractual life was 7.08 years.

 

The Company had previously also issued EMI options over 100,000 G Ordinary Shares for which the performance criteria has now been met and these options were exercised in the year. These options were valued by reference to an assessment of the Company's future market capitalisation.

 

17.

LEASING COMMITMENTS   

31 March 2017

31 March 2016



£'000

£'000


The Group's future minimum lease payments fall due as follows:








Within one year

252

170


Between one and two years

171

116


Between two and five years

153

129



-------------

-------------



576

415



=====

=====

 

18.    RELATED PARTY TRANSACTIONS

 

Payments of £56,232 (2016: 14,825) were made to threesixty Support LLP, a firm in which Philip Young is Managing Director, in relation to compliance services.

 

During the period, Tavistock Wealth Limited received fees of £1,162,530 (2016: £567,744) under the terms of an agreement entered into with Investment Fund Services Limited ("IFSL"). IFSL is a company of which Andrew Staley, a significant shareholder in Tavistock Investments Plc, is a director.

 

 

TAVISTOCK INVESTMENTS PLC                                                                                 Company number 05066489

COMPANY BALANCE SHEET

AS AT 31 MARCH 2017 - PREPARED UNDER UK GAAP

 

 



At 31 March 2017

At 31 March 2016



£'000

£'000

£'000

£'000

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

Investments

III


22,360


11,697

Tangible fixed assets

IV


281


216

Intangible fixed assets

V


474


275




-----------------


-----------------

 

 

 

23,115

 

12,188

 

 

 

 

 

 

Current assets

 

 

 

 

 

Debtors

VI

1,377

 

1,450

 

Cash at bank and in hand

VIII

1,089


591




-----------------


-----------------




2,466


2,041


Creditors: amounts falling due within






one year

IX

(4,738)


(6,069)




----------------


----------------


Net current  liabilities



(2,272)


(4,028)

 

Debtors: amounts falling due after one year

 

 

VII


 

299


 

-

Creditors: amounts falling due after one year

 

X


 

(3,100)


 

-




---------------


---------------

Total assets less total liabilities



18,042


8,160




=======


=======







Capital and reserves






Called up share capital

XI


12,685


10,262

Share premium account



27,818


20,688

Retained losses



(22,461)


(22,790)




------------------


------------------

Shareholders' funds



18,042


8,160




=========


=========

   

   

The Company's loss for the year is £671,000 (2016: Loss of £2,206,000).

 

    The financial statements were approved by the Board and authorised for issue on 31 July 2017.

 

 

    Oliver Cooke

Chairman

 

The notes below form part of the Company financial statements.

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2017 - PREPARED UNDER UK GAAP

 

 

 


Share

Capital

Share

Premium

Retained deficit

Shareholder

funds


£'000

£'000

£'000

£'000






31 March 2015

10,245

20,576

(20,584)

10,237






Issue of shares

17

112

-

129






Loss before and after tax

-

-

(2,206)

(2,206)







-------------

--------------

---------------

--------------

31 March 2016

10,262

20,688

(22,790)

8,160


-------------

--------------

--------------

-------------






Issue of shares

2,423

7,130

-

9,553






Loss after tax

-

-

(671)

(671)






Dividends received

-

-

1,000

1,000







-------------

--------------

---------------

--------------

31 March 2017

12,685

27,818

(22,461)

18,042


-------------

 --------------

--------------

-------------

 

I.             ACCOUNTING POLICIES

 

The principal accounting policies applied are summarised below.

 

Basis of preparation

The financial statements have been prepared under the historical cost convention as modified by the revaluation of Tangible Assets and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland and the Companies Act 2006.

 

FRS 102 is mandatory for accounting periods beginning on or after 1 January 2015.

 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 2 in the Group financial statements).

 

These accounts do not include a Cashflow Statement or a Financial Instruments note as these are disclosed in the Group financial statements.

 

All accounting policies that are not unique to the company are listed on pages 19 -21. All additional accounting policies have been applied as follows:

 

Going concern

The Directors' are of the opinion that the Company has sufficient working capital for the foreseeable future and on this basis, consider it appropriate that the accounts have been prepared on a going concern basis.

 

               Valuation of investments

Investments held as fixed assets are stated at cost less any provision for impairment in value.

 

II.            LOSS FOR THE FINANCIAL PERIOD

 

The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.  The Company's loss for the year was £671,000 (2016: Loss of £2,206,000). 

 

The average number of employees of the company during the year was 8 (2016: 4) and total staff costs were £1,209,000 (2016: £603,000).

 

III.

FIXED ASSET INVESTMENTS


31 March 2017

31 March 2016

 

 



£'000

£'000

 

 

Subsidiary undertakings




 

 





 

 

Cost




 

 

Balance at 1 April 2016


12,024

11,034

 

 

Additions


10,663

990

 

 



--------------

--------------

 

 

Balance at 31 March 2017


22,687

12,024

 

 





 

 

Provisions




 

 

Balance at 1 April 2016


(327)

(100)

 

 

Provision for impairment


-

(227)

 

 



--------------

--------------

 

 

Balance at 31 March 2017


(327)

(327)

 

 



--------------

--------------

 

 

Carrying value of investments


22,360

11,697

 

 

 


=======

=======

 

 

 




 

 

 



Name

Holding

Registered Office Address




Tavistock Wealth Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Tavistock Partners Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Sterling McCall Limited

Indirect

1, The Cornerstone Market Place, Kegworth, Derby DE74 2EE

Tavistock Financial Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Cornerstone Asset Holdings Limited

Direct

1, The Cornerstone Market Place, Kegworth, Derby DE74 2EE

Duchy Independent Financial Advisers Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Abacus Associates Financial Services Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Price Bailey Financial Services Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

PB Financial Planning Limited

Indirect

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Cheviot Financial Planning Limited

Indirect

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

The Tavistock Partnership Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

Tavistock Direct Limited

Direct

1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW

 

IV.

TANGIBLE FIXED ASSETS



Office fixtures





Computer

fittings and





equipment

equipment

Total




£'000

£'000

£'000


Cost






Balance at 1 April 2016


56

199

255


Additions


44

80

124




---------

--------------

---------------


Balance at 31 March 2017


100

279

379




---------

--------------

---------------


Accumulated depreciation






Balance at 1 April 2016


32

7

39


Depreciation charge


13

46

59




---------

--------------

---------------


Balance at 31 March 2017


45

53

98




---------

--------------

---------------


Net Book Value






At 31 March 2017


55

226

281




=====

=====

=====


At 31 March 2016


24

192

216




=====

=====

======

 

V.        INTANGIBLE FIXED ASSETS

 

Intangible fixed assets relate to the capitalisation of software, amounting to £199,000 (2016: £275,000) during the year ended 31 March 2017, there has been no amortisation in the year.

 

VI.

DEBTORS: due within one year



31 March 2017

31 March 2016





£'000

£'000








Amounts owed by subsidiary undertakings



1,150

610


Trade debtors



74

48


Other debtors



52

683


Prepayments



101

109





------------

------------





1,377

1,450





=====

=====

 

VII.

DEBTORS: due after one year



31 March 2017

31 March 2016





£'000

£'000








Deferred tax asset



299

-





------------

------------





299

-





=====

=====

 

VIII.     CASH AND CASH EQUIVALENTS

 




31 March 2017

31 March 2016




£'000

£'000







Cash at bank and in hand


1,089

591




-------------

-------------




1,089

591

 


 

======

======

 

IX.

CREDITORS: amounts falling due within one year





 




31 March 2017

31 March 2016

 




£'000

£'000

 






 

Term loan



250

250

 

Trade creditors



202

245

 

Accruals



167

172

 

Other tax and social security



76

37

 

Other creditors



233

1,022

 

Deferred consideration



2,002

4,343

 

Amounts owed to subsidiary undertakings



1,808

-

 




------------

------------





4,738

6,069





======

======













X.

CREDITORS: amounts falling due after one year









31 March 2017

31 March 2016





£'000

£'000








Term loans

Deferred consideration



2,000

1,100

-

-





------------

------------





3,100

-





======

======







XI.         SHARE CAPITAL

              

    Details of the Company's share capital and the movements in the period can be found in Note 15 to the consolidated financial statements.

 

 

XII.        SHARE OPTIONS

         

EMI Share Option Scheme

 

Details of the share options outstanding at 31 March 2017 can be found in Note 16.

 

XIII. RELATED PARTY TRANSACTIONS

 

Advantage has been taken by the Company of the exemptions provided by Section 33.1A of FRS102 not to disclose group transactions in respect of wholly owned subsidiaries.

 


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