Kellan Group Regulatory News (KLN)

23 March 2018

The Kellan Group PLC

("Kellan", the "Company" or "Group")

Audited Annual Results for the year ended 31 December 2017

Notice of Annual General Meeting

The Company is pleased to announce its annual results for the year ended 31 December 2017. Kellan is a market leading recruitment business operating across a wide range of functional disciplines and industry sectors.

The Annual General Meeting of the Company will be held at the Company's offices at 4th Floor, 27 Mortimer Street, London, W1T 3BL at 2pm on 27 April 2018.

Headline figures

Executive Chairman's Statement

Group sales have increased by 0.5% from £21.9 million in 2016 to £22.0 million in 2017, while administrative expenses have reduced by 6.7% from £6.4 million in 2016 to £5.9 million in 2017. The impairment review undertaken in 2017 resulted in no impairment charge (2016: £2.6 million impairment charge (non-cash) in relation to Quantica Group). Excluding the effect of the £2.6 million goodwill impairment in 2016, year-on-year earnings before tax increased from £0.1 million in 2016 to £0.4 million in 2017. Adjusted EBITDA for 2017 of £1.02 million compared with £0.77 million in 2016 is very encouraging.

Berkeley Scott's 2017 NFI grew by 9.7% over 2016 with both temporary and permanent operations seeing growth. The temporary operation for 2017 grew by 13.4% over 2016, and the permanent operation grew by 2.2%. The Birmingham and London offices saw the 2017 NFI grow significantly over 2016, while the Bristol office declined by 17.5% due to a reduced headcount.

NFI from the RK business declined by 32.2% from £1.35 million in 2016 to £0.91 million in 2017. However following changes in senior management in Q1 2017 and local management in H2 2017, the business returned to growth in H2 2017, with NFI increasing 8.6% over H1 2017. Although productivity remains low, the business has shifted focus to develop separate temporary and permanent operations, which positions the business well to grow in 2018 and 2019. The phrase; one step back to achieve two steps forward is relevant here.

NFI from the Quantica business declined by £0.35 million in 2017, although £0.32 million related to the closure of underperforming operations in Leeds and London. While the remaining Technology operation was broadly flat year-on-year, the Retail and Manufacturing operations underperformed. As a result, the Retail operation has been closed and the Manufacturing team was changed through Q4 2017 and Q1 2018.

The Group leveraged its back office support function to generate an added income stream by providing back-office Finance support to businesses. During 2017, the Group generated revenue of £217,000 via this model.

I am very pleased with the impact made to the business by our Managing Director Liam Humphreys, who was appointed in November 2016. Under his leadership, the operational team is demonstrating good signs of growth in Berkeley Scott and positive progress in other divisions. His hands on approach was much needed to provide a clear steer of direction. Overall Group performance to date for 2018 is ahead of Board expectation and I am confident that the changes implemented will lead the Group to increase its revenue in 2018 and beyond.

My sincerest thanks go to our staff, all our customers, and to all our loyal shareholders for their continued support.

Richard Ward

Executive Chairman

22 March 2018

Strategic report

Business Model

Kellan Group plc (the "Group" or the "Company" or "Kellan"), is a market leading recruitment business operating across a wide range of functional disciplines and industry sectors. The Company joined AIM, a market of the London Stock Exchange, in December 2004.

A review of the business and a detailed explanation of performance and key performance indicators is set out below.

Business review

The UK recruitment market is providing good opportunities with some specialist sectors doing significantly better than others, the Group has proactively taken the opportunity to ensure it is in the strongest position possible. Business operations are focussed in our core markets being Hospitality & Leisure, Technology and Accounting & Finance. While we also operate in certain other niche areas, our aim is to continue to develop our core businesses in major city centres. The diverse brands within the Group de-risk the overall impact of a potentially inconsistent market, and despite the overall decline in NFI, we saw some strong performances within various parts of our business during 2017.

Berkeley Scott's temporary recruitment operation grew NFI by 13.4% from £3.1 million to £3.4 million in 2017. NFI from the Leeds and Manchester offices declined by 5.3% year-on-year, while all other offices delivered good growth. The Birmingham and London businesses performed particularly well and represent significant opportunities for 2018. Our strong track record of delivery and quality saw our volumes increase in most of our large accounts. This, combined with a policy of client diversity and an increased client base, helped us grow most of our teams. A number of operational improvements were identified across the year, which resulted in a 10.4% year-on-year increase in average productivity per fee earner.

NFI from Berkeley Scott's permanent recruitment operation was flat year-on-year at £1.5 million. The management was restructured in early 2017 following the decline in NFI in 2016. As a result of this change, the average fee earners reduced by 23.2% year-on-year, while still delivering the same NFI as 2016. This led to an overall increase in productivity per fee earner of 31.6%. We pursued higher value roles where clients require a higher level of service and knowledge which saw a 5.7% rise in our average fee. We have embarked on a process of narrowing the focus of our people and therefore increasing their levels of specialisation leading to improved fill-rates.

The RK Group underperformed in 2017, with NFI declining 32.2% from £1.35 million in 2016 to £0.91 million in 2017. NFI declined significantly in H1 2017 as we implemented a number of changes within the management team. The NFI recovered in H2 2017, with RK Group delivering 8.6% NFI growth in H2 2017 compared to H1 2017.

In addition we changed the strategic focus of a number of individuals in order to develop our capability within the temporary market, moving away from a "Dual Desk" policy. This has led to a consistent growth of temporary/interim work in the second half of the year which will continue to build a secure base for the group.

Whilst the finance recruitment market is highly developed and competitive we are well positioned to continue this trend of growth across 2018

The Quantica Group's NFI declined by £0.35 million (41.2%) from £0.84 million in 2016 to £0.49 million in 2017. £0.32 million of this decline relates to the closure of the underperforming Leeds operation in 2016 and the closure of the underperforming London operation in Q1 2017. Although Quantica Group's NFI reduced £0.35 million year-on-year, Quantica's controllable contribution was flat year-on-year. This has led to several managerial changes and a refocusing on the core markets of Manufacturing and Technology. These markets remain strong and present good opportunities for growth in 2018.

Financial Review

The Group's revenue for the year ended 31 December 2017 was £22.0 million representing an increase of 0.5% (2016: £21.9 million). This produced NFI of £6.6 million for the year ended 31 December 2017, a decrease of 2.2% (2016: £6.8 million). 2017 full year adjusted EBITDA (note 2) was a profit of £1 million compared to a profit of £0.8 million in 2016.

Temporary NFI increased by 9.2% from £3.7 million in 2016 to £4.0 million in 2017, whilst permanent NFI declined by 15.8% from £3.1 million in 2016 to £2.6 million in 2017. Permanent NFI declined due to underperformance from RK Group and Quantica Group with RK Group declining by £0.34 million and Quantica Group declining by £0.18 million.

The administrative expenses have decreased to £5.9 million in the year ended 31 December 2017, from £6.4 million in 2016, which represents a reduction of 6.7% year-on-year.

Cashflow

Net cash inflow at an operating level was £0.78 million for the year ended 31 December 2017 (2016: £0.68 million). Investing activities comprised of capital expenditure of £29,000 (2016: £28,000). Net cash outflow from financing activities amounted to £676,000 (2016: £448,000) comprising movement on the invoice discounting facility balances, the servicing of loan interest and the repayment of £666,000 to the loan note holders. The net increase in cash and cash equivalents in the period was £72,000 (2016: £202,000).

On 15 September 2017, the Company announced that it had agreed terms to purchase the outstanding £523,000 loan notes which were due for repayment on 20 September 2022, for the purchase price of £366,100 (such sum being equal to 70 per cent. of the principal £523,000). This was funded by drawdown on the existing confidential invoice discounting facility provided by Barclays. The Barclays drawdown is currently at a substantially lower rate of 2% (1.5% over base) than the interest on the Loan Notes (5%) and ensures the Company uses its cheapest means of funding first.

In summary, before the first refinancing and redemption transaction dated 26 October 2016, the Group had loan notes amounting to £3,206,000 outstanding, with £1,346,000 due for repayment on 14 February 2017 and the remaining £1,860,000 due for repayment on 20 September 2017. Following the transactions announced on 26 October 2016, 5 January 2017 and 15 September 2017, the Group has loan notes amounting to £1,860,000 outstanding and due for repayment on 20 September 2022.

Monitoring, risk and KPIs

Risk management is an important part of the management process throughout the Group. The composition of the Board is structured to give balance and expertise when considering governance, financial and operational recruitment issues. Meetings incorporate, amongst other agenda items, a review of monthly management accounts, operational and financial KPIs and major issues and risks facing the business.

The most important KPIs used in monitoring the business are as follows:

The principal risks faced by the Group in the current economic climate are considered to be financial, market and people related:

• Financial - The main financial risks arising from the Group's activities are liquidity risk and credit risk. These are monitored by the Board and are disclosed further in notes 1 and 16 of the financial statements.

Based on the Group's latest cash flow forecasts and current trading performance, it is not expected that any further funding will be required for the foreseeable future. The directors' consideration of the appropriateness of the going concern basis in preparing the financial statements is set out in note 1 to the financial statements.

• Market - the Group operates in a dynamic market place and constantly seeks to ensure the solutions it offers to customers are competitive. By operating in diverse sectors, the Group is, to some degree, protected from a deteriorating market. The Group is operating at a 60/40 mix of temporary and permanent recruitment fees at NFI level (2016: near 50/50), which de-risks the overall impact of a potentially inconsistent market.

• People - In a people intensive business, the resignation of key individuals (both billing consultants and influential management) and the potential for them to exit the business taking clients, candidates and other employees to their new employers is a risk. Kellan mitigates this risk through a number of methods including the application of competitive pay structures and share plans to incentivise retention. In addition the Group's employment contracts contain restrictive covenants that reduce a leaver's ability to approach Kellan clients, candidates and employees for certain periods following the end of their employment with the Group.

The Strategic Report was approved by order of the Board on 22 March 2018.

Rakesh Kirpalani Richard Ward

Group Finance Director Executive Chairman

22 March 2018

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2017

The above results relate to continuing operations.

There are no other items of comprehensive income for the year or for the comparative year.

The notes form part of these financial statements.

Consolidated statement of financial position

As at 31 December 2017

These financial statements were approved by the Board of directors on 22 March 2018 and were signed on its behalf by:

Richard Ward Rakesh Kirpalani

Director Director

The notes form part of these financial statements.

Consolidated statement of changes in equity

For the year ended 31 December 2017

The notes form part of these financial statements.

Consolidated statement of cash flows

for the year ended 31 December 2017

The notes form part of these financial statements.

Notes to the financial statements

(forming part of the financial statements)

Accounting policies

Basis of preparation

This announcement and the financial information were approved by the Board on 22 March 2018. The financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 31 December 2017 and 31 December 2016. Statutory accounts for the years ended 31 December 2017 and 31 December 2016 have been reported on by the Independent Auditors. The Independent Auditors' Reports on the Annual Report and Financial Statements for 2017 and 2016 were unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2016 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2017 will be delivered to the Registrar in due course.

Going concern

The financial statements have been prepared on a going concern basis.

Based on the Group's latest trading expectations and associated cash flow forecasts, the directors have considered the cash requirements of the Company and the Group will be able to operate within its existing facilities for at least the next twelve months following approval of these financial statements. These facilities comprise an invoice discounting facility of up to £4 million dependent on trading levels. The Directors recognise that there is a general sensitivity to the wider macro-economic environment, however, based on the ongoing support from major shareholders, current market outlook and management's trading expectations; the Directors are confident that the Group will be able to meet its liabilities as they fall due for the foreseeable future. It is on this basis that the Directors consider it appropriate to prepare the Group's financial statements on a going concern basis.

Measurement convention

The financial statements are prepared on the historical cost basis.

Basis of consolidation

Subsidiaries are entities controlled by the Group.

The Company controls a subsidiary if all three of the following elements are present; power over the subsidiary, exposure to variable returns from the subsidiary, and the ability of the investor to use its power to affect those variable returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The annual rates used are generally:

• Computer equipment 25%

• Office equipment 10% - 33%

• Short leasehold premises and improvements over the duration of the lease

Goodwill

Goodwill represents amounts arising on the acquisition of subsidiaries. Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the purchase method. Impairment tests on goodwill are undertaken annually at the financial year end. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from legal or contractual rights regardless of whether those rights are separable.

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment.

Externally acquired intangible assets

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements on page 22).

Amortisation is recognised in administration costs within the statement of comprehensive income on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

Intangible asset Useful economic life Valuation method

Brand name 10 years Relief from royalty method

Customer relations 10 years Means extended excess method

Cash and cash equivalents

Impairment

The carrying values of assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. Where the asset does not generate cash flows which are independent from other assets, the recoverable amount of the cash-generating unit to which the asset belongs is estimated.

The recoverable amount of a non-financial asset is the higher of its fair value less costs to sell, and its value-in-use. Value-in-use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit calculated using a suitable discount factor.

An impairment loss is recognised in the statement of comprehensive income whenever the carrying amount of an asset or cash-generating unit exceeds its recoverable amount

Goodwill is tested for impairment annually or whenever there is an indication that the asset may be impaired. Any impairment recognised on goodwill is not reversed.

The impairment review is assessed by reference to value in use, using internal forecasts and estimated growth rates to forecast future cash flows, and a suitable discount rate based on the Group's weighted average cost of capital. Any impairment is recognised immediately in the statement of comprehensive income and is not subsequently reversed.

Provisions

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax risk-free rate.

Employee benefits

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of comprehensive income as incurred.

Share-based payment transactions

The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black Scholes option valuation model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest, except where forfeiture is due only to share prices not achieving market vesting conditions.

Revenue and income recognition

Revenue, which excludes value added tax ("VAT"), constitutes the value of services undertaken by the Group as its principal activities, which are recruitment consultancy and other ancillary services. These consist of:

• Revenue from temporary placements, which represents amounts billed for the services of temporary staff including the salary cost of these staff. This is recognised when the service has been provided;

• Revenue for permanent placements, which is based on a percentage of the candidate's remuneration package, is recognised at the date at which a candidate commences employment. Provision is made for the expected cost of meeting obligations where employees do not work for the specified contractual period.

Expenses

Operating lease payments

Payments made under operating leases are recognised in the statement of comprehensive income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the statement of comprehensive income as an integral part of the total lease expense.

Taxation

Tax on the profit or loss for the period comprises current and deferred tax charge.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax

provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Financial assets

Loans and receivables

Trade and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. They are initially measured at fair value and subsequently at amortised cost less any provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. This provision represents the difference between the asset's carrying amount and the present value of estimated future cash flows. The amount of the provision is recognised in the statement of comprehensive income.

Cash and cash equivalents include cash in hand, deposits at call with banks and bank overdrafts. Bank overdrafts where there is no right of set-off are shown within borrowings in current liabilities on the statement of financial position.

Financial liabilities and equity instruments

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements. Financial liabilities are classified as either "financial liabilities at fair value through profit or loss (FVTPL)" or "other financial liabilities".

When the company issues multiple instruments in a single transaction the proceeds are allocated to each separate instrument in accordance with their respective fair values. Where convertible debt is issued the company determines the allocation of the proceeds to the debt and equity components by first of all determining the fair value of debt and then subtracting the amount of the debt from the proceeds of the instrument as a whole to determine the equity component.

Where a restructuring of debt arises the terms are reviewed to consider whether there has been a substantial modification and if so that there is an extinguishment of the existing debt and the recognition of a new financial liability based on the amended terms.

Other financial liabilities

Trade and other payables are recognised on the trade date of the related transactions. Trade payables are not interest bearing and are stated at the amount payable which is fair value on initial recognition.

Interest bearing loans are recognised initially at fair value, net of direct issue costs incurred, and are subsequently carried at amortised cost using the effective interest method.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Adoption of new and revised standards

The new standards, interpretations and amendments, effective from 1 January 2017, have not had a material effect on the financial statements.

The amendments and interpretations to published standards that have an effective date on or after 1 January 2018 or later periods have not been adopted early by the Group and are not expected to materially affect the Group when they do come in to effect, with the exception of IFRS 16 which at the date of transition, would add an asset of £0.70 million and a liability of £0.70 million. There would be no material change on the profit for the period.

Use of estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included below:

(a) Impairment of intangibles

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment and other assets where there has been an indication of impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary particularly in light of the current volatility of the recruitment sector to changes in the wider macro-economic environment. More information including carrying values is included in note 10.

(b) Useful lives of intangible assets and property, plant and equipment

Intangible assets excluding goodwill and property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are based on the management's estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the carrying value and amounts charged to the consolidated income statement in specific periods. More details including carrying values are included in notes 9 and 10.

(c) Share-based payments

Employee services received are measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non-market vesting conditions. The fair value of share options is estimated by using the Black Scholes valuation model on the date of grant based on certain assumptions. The charge also depends on estimates of the number of options that will ultimately vest based on the satisfaction of non-market and service vesting conditions. No options were granted in the current or the prior year.

(d) Onerous leases and dilapidations

There are inherent uncertainties in estimates of rents that will be received in the future on vacant property when determining the onerous lease obligation and estimating the cost of returning the properties to their original state at the end of the lease.

2 Reconciliation of operating profit/(loss) to Adjusted EBITDA and EBITA

Adjusted EBITDA is earnings before interest, taxes, depreciation and amortisation adjusted for any one off or non-cash administrative expenses.

3 Expenses and auditors' remuneration

Included in profit/(loss) before tax are the following:

Auditors' remuneration:

Amounts payable to Moore Stephens LLP (2016: BDO LLP) in respect of both audit and non-audit services are set out below:

4 Staff numbers and costs

The weighted average number of persons employed by the Group (including directors) during the period, analysed by category, was as follows:

The aggregate payroll costs of these persons were as follows:

Directors' and key management personnel remuneration:

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. During the period these were considered to be the directors of the Company as disclosed on page 8.

There were 4 directors in defined contribution pension schemes during the period (2016: 4).

The total amount payable to the highest paid director in respect of emoluments was £162,004 (2016: £192,427). Company pension contributions of £13,336 (2016: £13,336) were made to a money purchase scheme on his behalf.

No options were exercised by directors during the current or prior periods.

5 Finance expense

6 Taxation

Reconciliation of effective tax rate

A reduction in the UK corporation tax rate from 20% to 19% took effect from 1 April 2017, therefore the effective tax rate for 2017 is 19.25%. A further reduction in the UK corporation tax rate to 17% from 1 April 2020 was substantively enacted on 6 September 2016.

7 Profit/(Loss) per share

Basic and diluted profit/(loss) per share

The calculation of basic profit/(loss) per share for the year ended 31 December 2017 was based on the profit attributable to ordinary shareholders of £384,000 (2016: loss of £2,486,000) and a weighted average number of ordinary shares outstanding of 339,401,134 (2016: 339,401,134) calculated as follows:

There was no dilution in the prior period due to the loss in the period.

8 Operating segments

Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("Executive Chairman") in deciding how to allocate resources and in assessing performance.

The Group identifies its reportable operating segments by divisions, each of which is run by a business leader. Each identifiable business division operates in a different market of recruitment, has its own brand, engages in business activities from which it may earn revenues and incur expenses, discrete financial information is readily available and its operating results are regularly reviewed by the Executive Chairman. Operating segment results are reviewed to controllable contribution level which is gross profit less employee costs and marketing costs directly controlled by the business leader of that division.

Each division derives its revenues from supplying one or more of contingent permanent, contract, temporary and retained search recruitment services. Assets and liabilities are reviewed at a Group level and are not reviewed by the Executive Chairman on a segmental basis.

The total of the reportable segments' Adjusted EBITDA for the year agrees to the reconciliation to Group operating loss (see note 2).

9 Property, plant and equipment

10 Intangible assets

Goodwill

The recoverable amounts of all the above CGUs have been determined from value in use calculations based on cash flow projections from budgets covering a five year period to 31 December 2022. The major assumptions are as follows:

A discount rate of 6.29% (2016: 8.90%) has been applied to the CGUs listed above. Discount rates are based on management's assessment of specific risks related to the CGUs, which approximates to the Group's pre-tax weighted average cost of capital.

NFI and operating margins have been based on past performance and future expectations in the light of anticipated economic and market conditions. Cash flows for 2018 to 2022 are based on the forecast figures of each CGU for 2018 to 2022 based on a conservative approach whilst considering the anticipated economic conditions, corporate strategy and the related risk, market intelligence/sentiment and specific knowledge of the individual CGUs. NFI growth has been restricted to 2% for cash flows extending beyond five years.

NFI assumptions for the cash flows for 2018 to 2022 are as follows: 5% per annum for Berkeley Scott Regional (Formerly Gold Helm Roche) branch network, 5% per annum for Berkeley Scott London (Formerly Sherwoods) branch network, 8% average per annum for RK Group. If the following changes were made to the above key assumptions, the carrying amount and recoverable amount would be equal. RK Group NFI growth reduced from 8% to 5%, Berkeley Scott London NFI growth reduced from 5% to a decline of 30% and Berkeley Scott Regional NFI growth reduced from 5% to a decline of 14%.

An adjustment to reduce the forecast net cash flows by 5% would not result in an impairment. An increase in the discount rate of 1% would not result in an impairment.

11 Deferred tax assets and liabilities

At 31 December 2017 the amount of deductible temporary differences, unused tax losses and unused tax credits are as follows:

There is also a temporary difference in respect of the fair value adjustments for intangible assets on previous acquisitions of £274,000 (2016: £274,000) for which a corresponding deferred tax liability has been recognised and offset against an equivalent deferred tax asset in respect of unused tax losses, resulting in a net position of £nil. In respect of the excess balances from the table above, a deferred tax asset has not been recognised as there is insufficient evidence that future taxable profits will be material enough to reliably recognise a deferred tax asset.

12 Trade and other receivables

Days sales outstanding for 2017 was 39 days (2016: 38 days) presenting a delay in cash collection of 1 day. An analysis of the allowance against accounts receivable and details of trade receivables past due and not impaired is included in note 16.

13 Cash and cash equivalents

14 Loans and borrowings

The carrying value and face value of loans and borrowings are as follows:

Terms and debt repayment schedule

The invoice discounting facility balance utilised of £3,230,000 (2016: £3,075,000) is secured through deeds of composite guarantees and mortgage debentures on Group companies. The invoice discounting facility has an interest rate of 1.5% above Barclays base rate.

In September 2017 the Company agreed terms to purchase from BMN Commercial Limited ("BMN Commercial") all of the outstanding Secured Fixed Rate Secured Loan Notes 2022 (the "Loan Notes") that were issued to BMN Commercial pursuant to the terms of a Fixed Rate Secured Loan Note Instrument dated 26 October 2016 ("2016 Loan Note Instrument") and which Loan Notes were outstanding in the principal sum of £523,000. The purchase price for all the Loan Notes is £366,100 (such sum being equal to 70 per cent. of the aggregate principal amount ("Purchase Price").

The Purchase Price was funded by drawdown on the existing confidential invoice discounting facility provided to the Company by Barclays. The Barclays drawdown is at a substantially lower rate of 1.5% over base (2%), than the interest on the Loan Notes (5%) and ensures the Company uses its cheapest means of funding first. In addition, the purchase of the Loan Notes improved the balance sheet to the extent of the discount obtained.

In summary, before the first refinancing and redemption transaction dated 26 October 2016, the Group had loan notes amounting to £3,206,000 outstanding with £1,346,000 due for repayment on 14 February 2017 and the remaining £1,860,000 due for repayment on 20 September 2017. Following the transactions announced on 26 October 2016, 5 January 2017 and 15 September 2017, the Group has loan notes amounting to £1,860,000 outstanding and due for repayment on 20 September 2022.

Additionally, the Company also has a revolving secured facility of £516,100 from BMN Commercial (ranking behind Barclays) capable of drawdown at any time up to 20 August 2022, carrying an interest rate of 5% per annum and repayable on 20 September 2022 ("the Revolving Facility").

15 Trade and other payables

Trade payables are non-interest bearing and are normally settled within 45 day terms.

16 Financial instruments

Financial risk management

The Group is exposed through its operations to the following financial risks:

• Liquidity risk;

• Interest rate risk;

• Credit risk;

• Market risk;

• Foreign currency risk and

• Capital risk management

Liquidity risk

Liquidity risk is managed centrally on a Group basis. The Group's policy in respect of liquidity risk is to maintain a mixture of long term and short term debt finance, including an invoice discounting facility, to ensure the Group has sufficient funds for operations for the foreseeable future. Budgets and forecasts are agreed and set by the Board in advance to enable the Group's cash requirements to be anticipated.

Interest rate risk

Debt is maintained at bank variable rates which inherently bring interest rate risk. Related party loans are maintained at the fair value of interest rates on issue. The Group maintains detailed cash flow forecasts enabling it to factor incremental changes in interest rates into its risk profile and liquidity and react accordingly.

Credit risk

The Group's principal financial assets are bank balances and cash and trade and other receivables. The Group's credit risk is primarily attributable to its trade receivables.

The Group's policy in respect of trade receivables credit risk requires appropriate credit checks on potential customers before sales are made, the appropriate limiting of credit to each customer and the close monitoring of KPI trending such as days' sales outstanding and debtor ageing. The Group records impairment losses on its trade receivables separately from the gross receivable and calculates the allowance based on evidence of its likely recovery. At the balance sheet date there were no significant concentrations of credit risk.

The Group's credit risk on liquid funds is limited due to the Group's policy of monitoring counter party exposures and only transacting with high credit-quality financial institutions.

Market risk

The Group operates in a dynamic market place and constantly seeks to ensure the solutions it offers to customers are competitive. By operating in diverse sectors, the Group is, to some degree, protected from a deteriorating market. The Group aims to operate a 50/50 mix of temporary and permanent recruitment fees at NFI level, which de-risks the overall impact of a potentially inconsistent market.

Foreign currency risk

The Group's foreign currency denominated activity is not significant and the impact of foreign exchange movements on reported profits, net assets and gearing are not significant. The day-to-day transactions of overseas revenues are carried out in local currency and Group exposure to currency risk at a transactional level is minimal.

The Group does not enter into speculative treasury arrangements and there are no significant balances or exposures denominated in foreign currencies.

Capital risk management

The Group manages its capital to ensure that entities within the Group will be able to continue as a going concern whilst optimising the debt and equity balance.

In managing its capital, the Group's primary objective is to ensure its ability to provide a return for its equity shareholders through capital growth. In order to achieve this objective, the Group seeks to maintain a gearing ratio that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs. In making decisions to adjust its capital structure to achieve these aims, the Group considers not only its short-term position but also its long-term operational and strategic objectives. The Group's gearing profile, being the carrying amount of loans and borrowings of £4,773,000 (2016: £5,256,000) as a percentage of total equity £2,025,000 (2016: £1,599,000) decreased to 236% from 329% during the year.

Trade receivables impairment

Movement on trade receivables impairment provision:

The trade receivables past due and not impaired at the balance sheet date amounted to £2,054,000 (2016: £1,770,000) and comprised £1,365,000 (2016: £1,299,000) overdue by up to 30 days, £499,000 (2016: £402,000) overdue by 30-60 days and £190,000 (2016: £69,000) overdue by more than 60 days.

The directors consider that all receivables are fully recoverable.

Categories of financial instruments

Financial assets

The financial assets of the Group comprised:

Financial liabilities

The financial liabilities of the Group comprised:

The invoice discounting balance amounted to £3,230,000 (2016: £3,075,000) and is secured by cross guarantees and mortgage debentures on certain Group companies. The loan from BMN Commercial Limited for £1,860,000 (2016: £2,383,000) is subordinated to the invoice discounting facility and overdraft under the terms of an inter-creditor deed. The carrying amount of these loans at the balance sheet date is £1,543,000 (2016: 1,881,000).

The directors consider that the carrying amounts of financial assets and liabilities recorded at amortised cost in the financial statements approximate their fair values. The fair value of the items classified as loans and borrowings is classified as Level 3 in the fair value hierarchy: The fair value for disclosure purposes has been determined using discounted cash flow pricing models. Significant inputs include the discount rate used to reflect the associated credit risk.

Effective interest rates - Group

In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the periods in which they mature. The following financial liabilities are stated at face value.

The above table is based on the balances at the balance sheet date. The effect of future interest cash flows and sensitivities applied thereon can be determined from the above effective interest rates. With the exception of the invoice discounting facility, all interest rates are fixed.

17 Employee benefits

Defined contribution plans

The Group operates a number of defined contribution pension plans. The total expense relating to these plans in the current period was £99,000 (2016: £76,000). £11,000 of pension contributions remained outstanding at the period end (2016: £10,000).

Share-based payments

The Group has 1 share option scheme with options remaining unexercised at 31 December 2017:

2004 Approved EMI Scheme - 2,000,000 vested options remain unexercised at 31 December 2017

The ability of a company to utilise EMI options is governed by conditions, including those of size, that are prescribed by HMRC.

The number and weighted average exercise prices of share options - are as follows:

The exercise price of options outstanding at the end of the period was £0.026 (2016: ranged between £0.02 and £0.03) and their weighted residual contractual life was 3 years (2016: 4 years). All options currently in issue have vested as at 31 December 2017. There were no options exercised during the current or prior period. The weighted average fair value of each option granted during the period was nil as no options were granted (2016: £nil).

The fair value of employee share options is measured using the Black Scholes model. No options were granted in 2017.

18 Provisions

Onerous contracts and dilapidations predominantly relate to the costs payable on properties which have been vacated and incremental costs that will be incurred on exiting existing properties where a commitment to do so exists at the balance sheet date.

19 Capital

Share capital

The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at meetings of the Company The deferred shares do not carry any dividend and voting rights and have limited rights in a winding up of the company.

20 Reserves

Share premium

The share premium account represents the excess of the proceeds from the issue of shares over the nominal value of shares issued less related issue costs.

Capital redemption reserve

The capital redemption reserve relates to the cancellation of the Company's own shares.

Capital contribution reserve

The capital contribution reserve represents contributions from shareholders.

21 Operating leases

The total future minimum lease payments of non-cancellable operating lease rentals are payable as follows:

During the period £350,186 was recognised as an expense in the income statement in respect of operating leases (2016: £348,893), excluding amounts charged in respect of onerous contracts.

22 Related party transactions

The Company has Loan Notes amounting to £1,860,000 with BMN Commercial Limited, which are due for repayment in September 2022. Under the AIM Rules, BMN Commercial Limited is deemed to be a related party as the owners of BMN Commercial Limited are relatives of a substantial shareholder.

There was interest of £99,165 paid to BMN Commercial Limited for the year ended 31 December 2017 (2016: £60,947).

Clement May Limited

Support on the Spot Limited

The ultimate controlling party of the Company is Mr PA Bell.

23 Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at the Company's offices at 4th Floor, 27 Mortimer Street, London, W1T 3BL at 2pm on 27 April 2018. The annual report will be posted to shareholders shortly and is available from the Company's website www.kellangroup.co.uk.