Norman Broadb Regulatory News (NBB)

Norman Broadbent plc

("Norman Broadbent", the "Company" or the "Group")

Final Results and Annual Accounts

The board (the "Board") of Norman Broadbent (AIM: NBB) - - a leading London listed Professional Services firm offering a diversified portfolio of integrated Leadership Acquisition & Advisory Services (Board & Leadership Search, Senior Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive level Talent Solutions) - is pleased to announce its final results and annual accounts for the year ended 31 December 2018.

Highlights

· Group Revenues increased by £2.9m (+44%) to £9.4m, our highest annual revenue in over 10 years

· Group Net Fee Income ("NFI") increased by £1.6m (+32%) to £6.6m

· 2018 Group operating performance (loss of £0.7m) a significant improvement on 2017 (loss of £1.6m)

· 2018 Group operating performance includes a one off charge of £0.1m due to an increase in the provision for office dilapidations relating to our former offices

· Loss before tax reduced by £0.9m (-54%) to a 2018 loss before tax of £0.7m

· 2018 NFI mix: Search (including Research & Insight) 48%; Interim 23%; Solutions 26%; Consulting 3%. This further improved NFI mix evidences the success of our ongoing diversification strategy

· Interim Management NFI increased by £0.8m (+109%) to £1.5m

· Executive Search NFI increased by £0.7m (+22%) to £3.7m

· Solutions NFI increased by £0.4m (+45%) to £1.2m

· Phase 2 of transformation complete and significant progress made towards a return to profitability

A copy of the audited 2018 Annual Report (including the notice of Annual General Meeting ("AGM")) will be sent to shareholders today. The Annual Report will be available on the Company's website in due course, https://www.normanbroadbent.com/investor-relations

The Company's 80th AGM will be held at 10am on the 10th Floor, Portland House, Bressenden Place, London SW1E 5BH on 22 July 2019.

Mike Brennan, Group CEO of Norman Broadbent Group said:

"Our 2018 results evidence continued positive momentum. They show positive trajectory in top line growth, and a further significant reduction of losses. Our results have been driven by a strong and collegiate culture delivering high quality, impactful, and innovative solutions to clients. 

Our long stated goal has been to diversify the business offering clients a wider range of high-value services. The diversification strategy is clearly working and is evidenced by the 2018 NFI mix (see above). We have created a more balanced Group combining recurring annuity revenue, with a range of consulting, research-related and high-quality fully-retained Talent Acquisition fees. Our market proposition not only benefits clients who can now access a wider range of integrated services, but also the Company. Importantly, it also strengthens our investor proposition as a more balanced NFI mix should create greater resilience and generate higher quality revenue.

With the Group delivering a significant set of results, I would like to thank my colleagues for their hard work, innovation and commitment, our clients for placing their continued trust in us, and our supportive shareholders."

For further information, please contact:

CEO's Review

RESULTS FOR THE FINANCIAL YEAR

The table below summarises the results of the Group:

Strategic review

I am pleased to report that the considerable progress of last year has been reflected in our much improved 2018 financial results.

Our 2018 results evidence our continued positive momentum, a result of consistently delivering high quality innovative solutions for clients. There is positive trajectory in top line growth and a further significant reduction of losses.

Putting the needs of our clients first and foremost, we always seek to leverage the synergies between our complementary service lines to devise innovative solutions to drive positive outcomes. Our results reflect that clients (both current and new) are reacting positively to our approach. I'm delighted that after much hard work and commitment, our efforts are slowly being rewarded and we are increasingly seen as an agile, relevant, customer focused Professional Services business.

We completed our office move on the 30th of April 2018 and, in line with our strategy, the office reflects the "new" Norman Broadbent Group.

I would like to personally thank and acknowledge the loyalty and commitment of all of our employees during 2018. They have worked extremely hard, adapted to the changing market and embraced the "new" Norman Broadbent.

2018 trading and business review

As noted in 2017 we were (and remain) focussed on bringing in further innovative and entrepreneurial talent into the Group. As they became productive during 2018, they added to the already established team enabling the Group to continue to grow and improve our financial outlook.

Group turnover increased to £9,414,000 (2017: £6,523,000) whilst overall net revenues after associate and interim costs in the continuing businesses increased to £6,644,000 (2017: £5,039,000). Operating expenses increased to £7,308,000 (2017: £6,599,000), and operating losses from continuing operations decreased to £664,000 (2017: £1,560,000).

In addition to the commentary below note 2 of the Consolidated Financial Statements provides a detailed segmental breakdown of the 2018 Group results.

Norman Broadbent Executive Search ("NBES")

NBES remains the most significant part of the group and has undergone the most change in the past two years. During 2018 revenue increased by 22% to £3,737,000 (2017: £3,061,000), and the loss before tax reduced by 74% to £260,000 (2017: loss £1,005,000). The process of change in NBES, subject to scale, is now complete and the foundations for a return to profit have been laid with increased activity evidenced by 2018's Q4 being the best performance for a number of years. NBES is the leading contributor of cross referrals in the Group. Our continued drive to move it away from being a traditional and siloed business unit helped it contribute significantly to this year's results.

Norman Broadbent Interim Management ("NBIM")

NBIM is now established in our key areas of market and functional specialisations. Unlike many Interim providers NBIM is increasingly operating in the less transactional/commoditised and higher margin markets. As businesses are facing increasingly complex short term challenges, NBIM is frequently mandated to find and place senior level, high impact Interim professionals.

NBIM generated net revenues (after interim costs) of £1,484,000 (2017: £711,000) resulting in a profit of £87,000 (2017: loss £237,000). We anticipate seeing continued growth in this part of the business.

Norman Broadbent Solutions ("NBS")

Having been significantly restructured, repositioned and rebranded in 2016, NBS continues to successfully promote staff from within and attract new talent from competitors. Revenue increased to £1,196,000 (2017: £842,000) and NBS returned to a profit before tax of £74,000 (2017: loss before tax of £14,000).

As with NBES, we see significant opportunities in this part of the market as we blend service lines within our portfolio to provide optimal client solutions ranging from single hires through to longer-term team builds.

Research and Insight ("R&I")

During 2017 we began to invest in R&I, which, in addition to serving our own internal requirements, has started to provide complementary services to clients. R&I is an important strategic differentiator and an enabler of follow-on work, particularly Executive Search. Clients can be provided with research, market insight and business intelligence enabling them to make more informed 'people', organisational or commercial decisions. We see this as an exciting addition to our portfolio and it is a service we are increasingly offering to clients as part of our overall Advisory offering. The revenue arising is included within the Search business.

Norman Broadbent Leadership Consulting ("NBLC")

NBLC was not able to replicate the success of 2017, turnover (after associate costs) reduced from £516,000 in 2017 to £239,000 in 2018, resulting in a loss before tax of £38,000 in 2018 compared with a profit before tax of £294,000 in 2017. This reflected a pause in the assessment and development programmes of some of our larger customers.

Financial position

As at 31 December 2018, consolidated net assets were £1,268,000 (2017: £1,990,000) with net current liabilities of £454,000 (2017: Net Current Assets of £316,000). Group cash amounted to £684,000 (2017: £678,000).

Net cash inflow from operations in 2018 was £354,000 (2017: Outflow of £2,079,000). Net cash outflow from financing activities amounted to (£103,000) (2017: Inflow of £1,851,000). The 2017 inflow related primarily to the net funds received from the 2017 Subscription and Secured Loan Notes.

At 31 December 2018 the Group had £776,000 of funds drawn down against the revolving invoice discounting facility (2017: £851,000) against UK trade receivables of £2,076,000 (2017: £1,371,000).

The Directors continue to monitor and manage the Group's working capital carefully.

Current trading

The ongoing reinvention of Norman Broadbent Group is progressing. Our broader, more integrated service proposition is landing well with clients, the business is increasingly competitive, and culturally we are more innovative and collegiate. In summary, the Group is now more relevant and competitive in terms of pricing, proposition and people.

I am pleased to report that the Board is satisfied with the trading performance of the Group against plan at the date of these accounts. On behalf of the Board I would like to thank our shareholders for their continuing support, our clients for placing their trust in us, and finally our team. We are quite rightly proud of what we are achieving, much of which is down to the hard work, dedication and commitment of my colleagues.

MIKE BRENNAN

Group Chief Executive

27 June 2019

Strategic Report

THE BUSINESS MODEL

Norman Broadbent plc is a leading Professional Services firm with a specific focus on Talent Acquisition & Advisory Services. Since our formation nearly 40 years ago, we have developed a range of complementary service lines consisting of Board & Leadership/Executive Search, Senior Interim Management, Research & Insight, Leadership Consulting & Assessment, and executive level Recruitment Solutions.

The Group operates through independently managed service lines which collaborate and go to market both separately and together, and which share a set of core behavioural and brand values.

STRATEGY AND OBJECTIVES

The Group's strategy is focussed on further developing and strengthening its complementary portfolio of Talent Acquisition and Advisory services via further selective hires and concentrating on driving synergies via cross selling.

RESULTS FOR THE FINANCIAL YEAR

Group revenue from continued operations increased in the year by 44% to £9,414,000 (2017: £6,523,000), with gross profit of £6,644,000 (2017: £5,039,000). NBES fees increased by 22% to £3,737,000 (2017: £3,061,000) reflecting the tenure increase of fee earners. Net revenues from NBLC, NBS and NBIM were £2,919,000 (2017: £2,044,000), reflecting the significant development of NBI and NBS brands during 2017.

Operating expenditure increased to £7,308,000 (2017: £6,599,000), reflecting the increased cost of sales related bonuses paid in 2018 and an increase in the dilapidation provision for St James Square of £115,000.

The Group reported an operating loss from continued operations in 2018 of £664,000 (2017: £1,560,000) and a retained loss of £741,000 (2017: £1,602,000).

CASH FLOW AND BALANCE SHEET

Net cash inflow from operations in 2018 was £354,000 (2017: £2,079,000 outflow). The inflow reflects improved revenues. Net trade receivables at the year-end were £2,076,000 (2017: £1,371,000).

Net cash outflow from financing activities was £103,000 (2017: inflow of £1,851,000). The 2017 inflow related primarily to the net funds received from the fundraising in September 2017. At 31 December 2018, the Group had £776,000 of funds drawn down against the revolving invoice discounting facility (2017: £851,000) against UK trade receivables of £2,076,000 (2017: £1,371,000).

EARNINGS PER SHARE

The retained loss for 2018 has resulted in a reported loss per share of 1.42 pence (2017: loss per share 3.52 pence). After adding back the cost of share based payments the adjusted loss per share was 1.38 pence (2017: loss per share 3.48 pence).

GOING CONCERN

In light of the current financial position of the Group and on consideration of the business' forecasts and projections, taking account of possible changes in trading performance, the directors have a reasonable expectation that the Group has adequate available resources to continue as a going concern for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing their annual report and financial statements.

MONITORING, RISK AND KPIs

The directors have a responsibility for identifying risks facing each of the businesses and for putting in place procedures to mitigate and monitor risks. Board 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 set out in the following table:

The directors monitor revenue against annual targets, which are adjusted each year to ensure the Group remains on target to achieve its strategic growth plan. Further, given the significant restructuring and refocus of the group, the directors expect Group revenues and operating profits to improve over the next few years.

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

Financial - The main financial risks arising from the Group's operations are the adequacy of working capital, interest rate, liquidity and credit risk. These are monitored regularly by the Board and are disclosed further in notes 2 and 17 of the financial statements.

The business is in the later stages of the turnaround process and is budgeted to be self-funding. In turnarounds there is always a risk that the process could take longer than anticipated which could lead to short term working capital pressures. In the event of such an occurrence the company anticipates working closely with its supportive shareholders to access short term working capital funding.

Business Environment - Demand for services is affected by global and UK specific economic conditions and the level of economic activity in the regions and industries in which the Group operates. When conditions in the economy deteriorate or economic activity slows, many companies hire fewer permanent employees or rely on internal human resource departments to recruit staff. Whilst it appears that the global economy is still growing and the impact of Brexit on the UK economy is lower than expected, should conditions deteriorate in the future then demand for the services offered by the Group could weaken resulting in lower cash flows.

The Group attempts to mitigate this risk by operating across various diverse sectors where demand for such services is stronger.

People - The Group's most vital resource remains its employees and the directors remain committed to retaining and recruiting quality staff who share the Group's culture and values. In a people intensive business, the resignation of key staff, which could lead to them taking clients, candidates and colleagues to another employer, is a significant risk. The Group aims to mitigate this risk by offering competitive remuneration structures, whilst also insisting on employment contracts that contain restrictive covenants that limit a leaver's ability to approach existing clients, candidates and employees.

CAUTIONARY STATEMENT

The Group's Strategic Report has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed.

The Strategic Report contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

The directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006. The Strategic Report has been prepared for the Group as a whole and therefore gives greater emphasis to those matters which are significant to Norman Broadbent plc and its subsidiary undertakings when viewed as a whole.

Mike Brennan Will Gerrand

Director Director

27 June 2019 27 June 2019

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the year ended 31 December 2018

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2018

These financial statements were approved by the Board of Directors on 27 June 2019

Signed on behalf of the Board of Directors

M Brennan W Gerrand

Director Director

Company No 00318267

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2018

CONSOLIDATED GROUP

Share Capital

This represents the nominal value of shares that have been issued by the Company.

Share Premium

This reserve records the amount above the nominal value received for shares issued by the Company. Share premium may only be utilised to write-off any expenses incurred or commissions paid on the issue of those shares, or to pay up new shares to be allotted to members as fully paid bonus shares.

Retained Earnings

This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to the Company's shareholders.

CONSOLIDATED STATEMENT OF CASH FLOWFor the year ended 31 December 2018

Note (i)

Reconciliation of operating loss to net cash from operating activities

Note (ii)

Reconciliation of movement of debt

NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 December 2018

1. SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to both years presented unless otherwise stated.

1.1 Basis of preparation

The consolidated financial statements of Norman Broadbent plc ("Norman Broadbent" or "the Company") have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU), IFRIC interpretations and the Companies Act 2006 applicable to Companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through profit or loss. The consolidated financial statements are presented in pounds and all values are rounded to the nearest thousand (£000), except when otherwise indicated.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 1.21 of the published annual accounts.

1.1.1 Going concern

The Group reported an operating loss from continued operations in the year to 31 December 2018 of £0.7m compared with an operating loss of £1.6m in 2017. In September 2017 the Group raised £1.2m of new equity (before expenses) from existing institutional shareholders which has enabled the business to restructure further, to hire additional fee generating staff across the Group and to provide a more stable working capital position.

The Consolidated Statement of Financial Position shows a net asset position at 31 December 2018 of £1.3m (2017: £2m) with cash at bank of £0.7m (2017: £0.7m). At the date that these financial statements were approved the Group had no overdraft facility, and secured loan notes of £0.3m and its receivable finance (Leumi ABL) which is 100% secured by the Group's trade receivables.

In light of the current financial position of the Group and on consideration of the business' forecasts and projections, taking account of possible changes in trading performance, the directors have a reasonable expectation that the Group has adequate available resources to continue as a going concern for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing their annual report and financial statements.

2 SEGMENTAL ANALYSIS

Management has determined the operating segments based on the reports reviewed regularly by the Board for use in deciding how to allocate resources and in assessing performance. The Board considers Group operations from both a class of business and geographic perspective. Each class of business derives its revenues from the supply of a particular recruitment related service, from retained executive search through to executive assessment and coaching. Business segment results are reviewed primarily to operating profit level, which includes employee costs, marketing, office and accommodation costs and appropriate recharges for management time.

Group revenues are primarily driven from UK operations, however when revenue is derived from overseas business the results are presented to the Board by geographic region to identify potential areas for growth or those posing potential risks to the Group.

i) Class of Business:

The analysis by class of business of the Group's turnover and profit before taxation is set out below:

2018

2017

ii) Revenue and gross profit by geography

3 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

The Company audit fee in the year was £47,000 (2017: £45,000).

4 STAFF COSTS

The average number of full time equivalent persons (including directors) employed by the Group during the period was as follows:

Staff costs (for the above persons):

The emoluments of the directors are disclosed as required by the Companies Act 2006 in the Published accounts in the Directors' Remuneration Report. The table of directors' emoluments has been audited and forms part of these financial statements. This also includes details of the highest paid director.

5 TAX EXPENSE

(a) Tax charged in the income statement

Taxation is based on the loss for the year and comprises:

(b) Reconciliation of the total tax charge

The difference between the current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax is as follows:

(c) Deferred tax

At 31 December 2018 the Group had capital losses carried forward of £8,130,000 (2017: £8,130,000). A deferred tax asset has not been recognised for the capital losses as the recoverability in the near future is uncertain. The Group also has £14,133,106 (2017: £13,510,042 ) trading losses carried forward, which includes £8,987,000 losses transferred from BNB Recruitment Consultancy Ltd in 2011. A deferred tax asset of £1,285,075 (2017: £1,288,061) has not been recognised in the financial statements due to the inherent uncertainty as to the quantum and timing of its utilisation.

The analysis of deferred tax in the consolidated balance sheet is as follows:

6 NET FINANCE COST

7 EARNINGS PER SHARE

i) Basic earnings per share

This is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period:

ii) Diluted earnings per share

This is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares in the form of employee share options. For these options a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

The grants of options in 2018 and 2017 have both profitability and share price exercise criteria.

iii) Adjusted earnings per share

An adjusted earnings per share has also been calculated in addition to the basic and diluted earnings per share and is based on earnings adjusted to eliminate the effects of charges for share based payments. It has been calculated to allow shareholders to gain a clearer understanding of the trading performance of the Group.

8 PROFIT OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these accounts. The parent company's loss for the year amounted to £605,000 (2017: £875,000).

9 INTANGIBLE ASSETS

Goodwill acquired through business combinations is allocated to cash-generating units (CGU) identified at entity level. The carrying value of intangibles allocated by CGU is shown below:

In line with International Financial Reporting Standards, goodwill has not been amortised from the transition date, but has instead been subject to an impairment review by the directors of the Group. As set out in accounting policy note 1, the directors test the goodwill for impairment annually. The recoverable amount of the Group's CGUs are calculated on the present value of their respective expected future cash flows, applying a weighted average cost of capital in line with businesses in the same sector. Pre-tax future cash flows for the next five years are derived from the approved forecasts for the 2018 financial year.

The key assumption applied to the forecasts for the business is that return on sales for Norman Broadbent is expected to be a minimum of 10% per annum for the foreseeable future (2017: 10%) and 19% for Norman Broadbent Leadership Consulting (2017: 19%). Return on sales defined as the expected profit before tax on net revenue. There are only minimal non cash flows included in profit before tax. The rate used to discount the forecast cash flows is 9% (2017: 9%).

The five year forecasts have been prepared using conservative revenue growth rates to reflect the uncertainty that is still present in the economy. Based on the above assumptions, at 31 December 2018 the recoverable value of the Norman Broadbent CGU is £1,563,000 and the Norman Broadbent Leadership Consulting CGU is £299,000.

10. PROPERTY, PLANT AND EQUIPMENT

The Group had no capital commitments as at 31 December 2018 (2017: £Nil).

The above assets are owned by Group companies; the Company has no fixed assets.

11 INVESTMENTS

In 2017, the Company wrote off the value of dormant overseas subsidiaries.

At 31 December 2018 the Company held the following ownership interests:

* 100 % of the issued share capital of this company is owned by Norman Broadbent Overseas Ltd.

** These companies are exempt from audit by virtue of provisions in the Companies Act 2006. Where required limited assurance procedures have been completed.

The registered office for the subsidiaries are Portland House, Bressenden Place London SW1E 5BH with the exception of Norman Broadbent Ireland Limited.

12 TRADE AND OTHER RECEIVABLES

Non-current trade receivables is in relation to the cash consideration due from the sale of SMS in 2016.

As at 31 December 2018, Group trade receivables of £1,885,000 (2017: £838,000), were past their due date but not impaired. They relate to customers with no default history. The aging profile of these receivables is as follows:

The largest amount due from a single trade debtor at 31 December 2018 represents 8% (2017: 14%) of the total trade receivables balance outstanding.

As at 31 December 2018, no group trade receivables (2017: no group trade receivables) were considered impaired. No provision for impairment has been recognised in the financial statements. Movements on the Group's provision for impairment of trade receivables are as follows:

There are no material difference between the carrying value and the fair value of the Group's and parent Company's trade and other receivables.

13 CASH AND CASH EQUIVALENTS

There is no material difference between the carrying value and the fair value of the Group's and parent Company's cash at bank and in hand.

14 TRADE AND OTHER PAYABLES

There is no material difference between the carrying value and the fair value of the Group's and parent company's trade and other payables.

15 BORROWINGS

The carrying amounts and fair value of the Group's borrowings, which are all denominated in sterling, are as follows:

a) Invoice discounting facilities:

Norman Broadbent Executive Search Limited, NBS, NBIM and NBLC operate independent invoice discounting facilities, provided by Leumi ABL Limited. Leumi ABL Ltd holds all assets debentures for each company (fixed and floating charges) and also a cross corporate guarantee and indemnity deed dated 20 July 2011. The financial terms of the facilities are outlined below:

Norman Broadbent Executive Search Limited:

Funds are available to be drawn down at an advance rate of 75% against trade receivables of Norman Broadbent Executive Search Limited that are aged less than 120 days, with the facility capped at £1,500,000. At 31 December 2018, the outstanding balance on the facility of £369,969 (2017: £456,291) was secured by trade receivables of £860,137 (2017: £555,244). Interest is charged on the drawn down funds at a rate of 2.40% (2017: 2.40%) above the bank base rate.

Norman Broadbent Solutions Limited:

Funds are available to be drawn down at an advance rate of 75% against trade receivables of Norman Broadbent Solutions Limited that are aged less than 120 days, with the facility capped at £750,000. At 31 December 2018, the outstanding balance on the facility of £139,813 (2017: £136,271) was secured by trade receivables of £263,604 (2017: £166,500). Interest is charged on the drawn down funds at a rate of 2.40% (2016: 2.40%) above the bank base rate.

Norman Broadbent Interim Management Limited:

Funds are available to be drawn down at an advance rate of 75% against trade receivables of Norman Broadbent Interim Management Limited that are aged less than 120 days, with the facility capped at £750,000. At 31 December 2018, the outstanding balance on the facility of £246,441 (2017: £225,454) was secured by trade receivables of £701,821 (2017: £251,076). Interest is charged on the drawn down funds at a rate of 2.40% (2016: 2.40%) above the bank base rate.

Norman Broadbent Leadership Consulting

Funds are available to be drawn down at an advance rate of 75% against trade receivables of Norman Broadbent Leadership Consulting Limited that are aged less than 120 days, with the facility capped at £500,000. At 31 December 2018 the outstanding balance on the facility of £19,861 (2017: £33,113) was secured by trade receivables of £50,474 (2017: £38,659). Interest is charged on the drawn down funds at a rate of 2.40% above the bank base rate.

b) Secured Loan Notes

The £300,000 loan note was issued in August 2017 with an interest rate of 12% up to its 31 October 2018 redemption date. With effect from 1 November 2018 the interest rate is 20%

16 FINANCIAL INSTRUMENTS

The principal financial instruments used by the Group, from which financial instrument risk arises, are summarised below. All financial assets and liabilities are measured at amortised cost which is not considered to be materially different to fair value.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. Details on these risks and the policies set out by the Board to reduce them can be found in the published annual accounts.

17 SHARE CAPITAL AND PREMIUM

Deferred A Shares of 4.0p each

The Deferred A Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry a right to repayment only after the holders of Ordinary Shares have received a payment of £10,000 per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking parri passu with or in priority to the Deferred A Shares.

Deferred Shares of 4.0p each

The Deferred Shares carry no right to dividends, distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry a right to repayment only after payment of capital paid up on Ordinary Shares plus a payment of £10,000 per Ordinary Share. The Company retains the right to transfer or cancel the shares without payment to the holders thereof.

Deferred B Shares of 42.0p each

The Deferred B Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10 million per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof. The rights attaching to the shares shall not be varied by the creation or issue of shares ranking parri passu with or in priority to the Deferred B Shares.

Deferred Shares of 29.0p each

The Deferred Shares carry no right to dividends or distributions or to receive notice of or attend general meetings of the Company. In the event of a winding up, the shares carry the right to repayment only after the holders of Ordinary Shares have received a payment of £10,000 per Ordinary Share. The Company retains the right to cancel the shares without payment to the holders thereof.

A reconciliation of the movement in share capital and share premium is presented below:

a) Share placing September 2017

On 29 September 2017, the Company issued 12,252,250 new ordinary 1.0p shares for a total cash consideration of £1,225,225. Transaction costs of £81,444 were incurred resulting in net cash proceeds of £1,143,781.

18 SHARE BASED PAYMENTS

18.1 Share Options

The Company has an approved EMI share option scheme for full time employees and directors. The exercise price of the granted options is equal to the market price of the shares on the date of the grant. The Company has no legal or constructive obligation to repurchase or settle the options or warrants in cash.

Options under the Company EMI scheme are conditional on the employee completing three years' service (the vesting period). The EMI options vest in three equal tranches on the first, second and third anniversary of the grant. The options have a contractual option term of either seven or ten years.

Movements in the number of share options and their related weighted average exercise prices are as follows:

Share options outstanding at the end of the year have the following expiry date and exercise prices:

Out of the 3,549,147 outstanding options (2017: 3,098,511), no options were exercisable at the year end (2017: None) as they were all 'underwater'.

The significant inputs into the model in valuing the 2018 option grant were weighted average share price of 12 pence at the grant date, exercise price of 13.5p, volatility of 28%, dividend yield of 0% (2017 and 2016: 0%), an expected option life of 10 years (2017 and 2016: 10 years) and an annual risk-free interest rate of 0.652%. The expected volatility was estimated by reference to the historical volatility of the Company's share price and those of UK quoted companies in a similar business sector. The risk-free interest rate is estimated as the yield on zero coupon UK government bonds of a term consistent with the contractual life of the options granted. Minimal share options were granted during 2018, therefore the same assumptions were used as per the prior year. There was no significant change in the company or shareholding during 2018.

19 LEASES

Operating leases

The Group leases its premises and the lease is tenant repairing.

As at 31 December 2018, the total future value of minimum lease payments due are as follows:

20 PROVISIONS

The Company moved its head office in April 2018. Under the terms of the previous lease the Company is obliged to return vacant possession to the landlord with the office returned to its original state. The Company is currently in negotiations with the Landlord as to the value of a settlement.

21 PENSION COSTS

The Group operated several defined contribution pension schemes for the business. The assets of the schemes were held separately from those of the Group in independently administered funds. The pension cost represents contributions payable by the Group to the funds and amounts to £141,000 (2017: £142,000). At the year end £19,000 of contributions were outstanding (2017: £10,000).

22 RELATED PARTY TRANSACTIONS

The following transactions were carried out with related parties:

(a) Purchase of services:

Brian Stephens & Company Ltd invoiced the Group for the provision of services of B Stephens of £20,000 (2017 total: £24,000). B Stephens is a director of Brian Stephens & Company Ltd.

All related party expenditure took place via "arms-length" transactions.

 (b) Key management compensation:

Key management includes Executive and Non-Executive Directors. The compensation paid or payable to the directors can be found in the Directors' Remuneration Report.

(c) Year-end payables arising from the purchases of services:

Payables to related parties arise from purchase transactions and are due one month after date of purchase. Payables bear no interest.

23 CONTINGENT LIABILITY

The Company is a member of the Norman Broadbent plc Group VAT scheme. As such it is jointly accountable for the combined VAT liability of the Group. The total VAT outstanding in the Group at the year-end was £377,000 (2017: £122,000).

24 AVAILIABILITY OF ACCOUNS AND NOTICE OF ANNUAL GENERAL MEETING

Copies of the Final Report and Annual Accounts (including the notice of Annual General Meeting) will be posted to shareholders on 28th of June 2019 and will shortly be available to view on the Company's website (www.normanbroadbent.com/information/investor-relations).

Notice is hereby given that the 80th Annual General Meeting ("AGM") of Norman Broadbent plc will be held at 10am on the 10th Floor, Portland House, Bressenden Place, London SW1E 5BH on 22 July 2019.