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REG - Knights Group Hldgs - Half Year Results

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RNS Number : 1667T  Knights Group Holdings PLC  14 January 2025

 

Knights Group Holdings plc

("Knights" or the "Group")

Half Year Results

Continued profitable growth and further margin enhancement

Knights, the national legal and professional services business, today
announces its half year results for the six months ended 31 October 2024.

Financial highlights

·    Strong growth in underlying PBT(1) of 25.9% to £14.6m (H1 FY24:
£11.6m); Underlying PBT(1) margin up 3.0% pts to 18.4% (H1 FY24: 15.4%)

·    Revenue up 5.4% to £79.4m (H1 FY24: £75.3m)

·    Reported profit before tax increased by 30.4% to £9.0m (H1 FY24:
£6.9m)

·    Basic underlying EPS(2) up 27.2% to 12.71p (H1 FY24: 9.99p);  Basic
reported EPS up 33.7% to 7.14p (H1 FY24: 5.34p)

·    Debtor days of 33 (H1 FY24: 31); lock up(3) of 98 days (H1 FY24: 93
days)

·    Good cash conversion(4) of 63% (H1 FY24: 69%)

·    Net debt(5) at £50.1m (1.4x bank leverage), (H1 FY24: £38.3m (1.3x
bank leverage), FY24: £35.2m (1.1x bank leverage) after a cash outlay of
c.£8.9m relating to initial and deferred consideration in respect of
acquisitions

·    Interim dividend 1.76p per share (H1 FY24: 1.61p per share)

Strategic and operational highlights

Focus on driving higher quality revenues, underpinned by strong national
reputation

·    23 senior fee earners hired in the period (H1 FY24: 20)

·    Growth in higher margin business areas of CL Medilaw, real estate and
New Homes, while strategically reducing lower margin areas such as insolvency

·    Streamlined and centralised internal business functions resulting in
an improved fee earner to non-fee earner ratio of 3.7:1 (H1 FY24: 3.6:1)

·    Maintained cost discipline and operational excellence; continued
investment in the technology platform

·    Experienced team of Client and Business Services Directors, with
average tenure of over five years

Expanded footprint and delivering organic growth from prior year acquisitions

·    Strengthened presence in West Midlands, adding offices in Worcester,
Kidderminster, Solihull and Birmingham through the acquisition of Thursfields
Legal Limited, which has integrated well and is performing in line with
expectations

·    Total revenue from recent acquisitions of Baines Wilson, St. James'
Law and Meade King is ahead of expectations and delivering good organic growth
opportunities

Current trading and outlook

·    Trading in H2 FY25 has begun in line with our full year expectations

·    Breadth and scale of offering securing significant recent client wins

·    Growing reputation driving strong recruitment and acquisition
pipeline

·    Confident of further organic growth in the second half

David Beech, CEO of Knights, commented:

"Knights has delivered a strong performance in the first half, with a
significant increase in profitability, supported by strong recruitment,
significant client wins, contributions from prior year acquisitions and
excellent cost discipline.

"The second half of the year has started in line with our expectations, with
important recent client wins, and continued recruitment momentum, underpinning
our confidence in delivering further organic growth in the second half.

"Knights' growing reputation as a quality UK legal services provider with
national scale continues to support our recruitment and acquisition pipeline
and we have a good pipeline of further hires for the second  half.

"This positive momentum, together with our continued focus on operational
excellence positions us well for delivering full year profits in line with our
expectations."

 

A presentation of the results will be made to analysts and investors at 9.00am
this morning. To register for access, or for any other enquiries, please
contact MHP Group on: Knights@mhpgroup.com.

Enquiries

 Knights
 David Beech, CEO                   Via MHP

 Kate Lewis
 Deutsche Numis (Nomad and Broker)
 Stuart Skinner, Kevin Cruickshank  020 7260 1000
 MHP (Media enquiries)
 Katie Hunt, Eleni Menikou          020 3128 8100

+44 (0)7884 494112

knights@mhpgroup.com

 

Notes to Editors

Knights is a fast-growing legal and professional services business, ranked
within the UK's top 50 largest law firms by revenue. Knights was one of the
first law firms in the UK to move from the traditional partnership model to a
corporate structure in 2012 and has since grown rapidly. Knights has
specialists in all key areas of Corporate and Commercial law and Private
Wealth services. It is focussed on key UK markets outside London and currently
operates from 26 offices located in Birmingham, Brighton, Bristol, Carlisle,
Cheltenham, Chester, Exeter, Kidderminster, Kings Hill, Leeds, Leicester,
Lincoln, Manchester, Newbury, Newcastle, Nottingham, Oxford, Portsmouth,
Sheffield, Solihull, Stoke, Teesside, Weybridge, Wilmslow, Worcester and
York.

 

Footnotes

(1      )Underlying PBT is before amortisation of acquired intangibles,
non-underlying operating expenses, and non-underlying finance costs.
Non-underlying operating expenses include transaction and onerous lease
expenses in relation to acquisitions, contingent acquisition payments,
disposal of acquired assets, along with one-off restructuring staff and
professional expenses, mainly incurred on acquisitions, through streamlining
support functions or strategic reorganisations.

Contingent acquisition payments are treated as a non-underlying expense as
this represents payments for acquisitions which are dependent on the continued
employment of certain individuals in the business for an agreed contractual
period after an acquisition of one to three years to preserve the acquired
goodwill and customer relationships. Accounting standards require such
arrangements to be treated as remuneration in the Statement of Comprehensive
Income. However, the individuals also receive market rate salaries, therefore,
if not separately identified, these payments would significantly distort the
reported results.

(2       )Underlying EPS is underlying PAT divided by the weighted
average number of ordinary shares in issue.

(3      )Lock up is calculated as the combined debtor and WIP days as at
a point in time. Debtor days are calculated on a count back basis using the
gross debtors at the period end and compared with total fees raised over prior
months. WIP days are calculated based on the gross work in progress (excluding
that relating to clinical negligence claims, insolvency, and ground rents, as
these matters operate mainly on a conditional fee arrangement and a different
profile to the rest of the business) and calculating how many days billing
this relates to, based on average fees (again excluding clinical negligence
claims, insolvency, and ground rents fees) per month for the last 3 months.
Lock up days excludes the impact of acquisitions in the last quarter of the
reporting period.

(4      )Cash conversion is calculated as the total of cash from
operations, less tax paid and underlying IFRS 16 net lease payments, divided
by underlying profit after tax.

(5     )Net debt includes cash and cash equivalents, borrowings and
acquired debt but excludes lease liabilities.

(6    ) Underlying EBITDA is operating profit before depreciation,
amortisation and non-underlying operating expenses as defined above(1)

(7    )Underlying PAT is underlying PBT less any tax in respect of
underlying items.

(8     )Underlying EBITDA post IFRS 16 is used as a metric as this reflects
the profits after deduction of rental costs which is most comparable to the
EBITDA reported at IPO, before the introduction of IFRS 16.

These footnotes apply throughout the RNS

 

Chief Executive's Review

Overview

The Group has delivered a strong first half performance, reflecting our
unwavering focus on profitable revenue growth and supporting our confidence in
delivering profits in line with our expectations for the full year.

Underlying PBT increased by 25.9% to c.£14.6m (H1 FY24: £11.6m), and the
Group achieved a three percentage points increase in Underlying PBT margin to
18.4% (H1 FY24: 15.4%), building on its progression from 12.6% in H1 FY23,
driven by a three percentage point increase in gross profit margin from 47.5%
to 50.5%.

This demonstrates the benefits of our focus on building higher quality
revenues by continually strengthening our team and service capability;
excellent recovery of annual rate increases; and operational excellence and
cost discipline, supported by a strong performance from recent acquisitions.

Revenue grew by 5.4% to c.£79.4m (H1 FY24: £75.3m) driven predominantly by
acquisitions. Organic revenue growth in the period was broadly flat with good
growth in our CL Medilaw business, residential housing and commercial real
estate offsetting the subdued remortgage market and corporate M&A markets,
reflecting the resilience of our diversified service offering.

Prior year acquisitions, Baines Wilson and St. James' Law are fully
integrated, with Baines Wilson, in particular, trading ahead of expectations
during the first half, and Thursfields, which we acquired In September 2024,
has integrated well and is also performing in line with our expectations.

Maintaining a disciplined approach to working capital remains fundamental to
our business, and during the period debtor days were 33 (H1 FY24: 31 days)
and lock up days were 98 (H1 FY24: 93, H1 FY23: 103).

Knights' net debt increased to £50.1m, predominantly driven by £8.9m initial
and deferred acquisition costs and we were pleased to have agreed an extended
revolving credit facility, providing the Group with significant headroom to
execute its value-accretive acquisition strategy as suitable opportunities
arise.

Higher quality revenues from a stronger team

As the breadth of Knights' offering has grown in scale, bringing in, for
example, additional capability in niche areas like IP, data, immigration,
banking and ESG, we have been increasingly well positioned to focus on higher
performing teams and areas of the business such as CL Medilaw, real estate and
New Homes, whilst strategically reducing work in lower margin areas.

We also continue to strengthen the quality of our team. Our recruitment
momentum has continued at pace, with 23 senior professionals hired in the
first half, compared with 20 in the same period the previous year.  We are
attracting high calibre talent from across the industry - from top 20 firms
and leading independents to those seeking to come back to private practice
from in-house roles - who are drawn to our corporate structure and collegiate
culture as an alternative to the financial risk and structural challenges
associated with the partnership model.  This momentum has continued into the
second half with 20 offers accepted already and a strong pipeline of
candidates.

Our overall churn was 10% for the six months, as we continue to focus on
motivating and rewarding high performance, consistent with our drive towards
more profitable revenue generation.

Driving operational excellence and cost discipline

We are seeing the benefits of having had many of our expanded leadership team,
including those who joined with acquired businesses, in place for a
substantial tenure with most having now been in the business for over 5 years.

This maturity of leadership and resulting depth of understanding of the
business has enabled us to continue to sharpen our focus on operational
excellence across the Group, driving efficiencies, innovation and
collaboration throughout the business and maximising integration synergies
from acquisitions.

The growth of margin during the first half reflects this, and our strong
ongoing cost discipline, aided by our regional footprint, has insulated us
from some of the financial pressures seen in the City, including significant
salary and property cost inflation.

During the first half, we continued to streamline and centralise several
internal business functions, which has delivered cost savings and
efficiencies, whilst delivering enhanced support and greater collaboration
across the Group.  As a result, at 3.7:1 (H1 FY24: 3.6:1), our fee earner to
non-fee earner ratio demonstrates that we are at the leading edge of our
industry in terms of operating an efficient and lean delivery platform.

We have always aimed to be at the forefront of implementing new technologies
to support and enhance our service delivery. In the first half, we have, in
partnership with leading technology providers, continued to explore the use of
the right platforms to enhance our internal and client-focused processes and
services to ensure we stay ahead of the curve. We have continued to migrate to
cloud-based from on-premise systems, reducing reliance on costly hardware, and
are adopting AI applications in a measured way to support identified needs and
opportunities, with a new AI-enabled document management system expected to go
live in our next financial year. We remain alert to the potential benefits
that emerging technologies bring in our industry, whilst recognising that a
considered approach is required.

Excellent recovery and wins reflect the value clients attribute to our
services

The strength of our brand and recognition of the value of our service is also
demonstrated by positive momentum in new client wins.

We have also fully embedded annual rate increases, communicated in November,
and effective from 1(st) May each year. Our excellent recovery of these rates,
which is a key measure of success for the Group, reflects both our commercial
focus and the recognition of Knights' value by our clients.

With Knights' reputation and national brand growing - attracting people,
clients and acquisition targets to our Group - we are now implementing a
number of marketing and brand initiatives to continue to drive increased
awareness from a broader audience, ranging from local, regional and national
business development activity through to a greater central infrastructure
focused on brand marketing.

Strong performance from recent acquisitions

During the half, the Group acquired Thursfields Legal Limited, a premium,
independent, full service legal services business, based in the West Midlands
but with a national client base. The acquisition has significantly
strengthened Knights' presence in the region, adding offices in Worcester,
Kidderminster, Solihull and Birmingham. It also adds to the Group's Private
Wealth service lines, with Thursfields' strong reputation in Private Client,
Family and Residential Property, alongside Corporate, Real Estate and Dispute
Resolution services.  The team has integrated well and is performing in line
with our expectations.

This acquisition is consistent with our well-established acquisition strategy,
which has seen us expand through selective acquisitions to become an operator
of scale, with nationwide coverage outside London. This strategy is
delivering, with the prior year acquisitions of Baines Wilson and St. James'
Law performing ahead of expectations, maintaining in excess of 100% of the
total acquired revenues.  Our previous acquisition of Meade King in February
2023 continues to demonstrate our ability to grow organically from an acquired
platform with our Bristol office now demonstrating strong revenue growth.

We continue to have a healthy pipeline of acquisition opportunities, which we
expect to pursue on a selective basis.

Dividend

The Group's progressive dividend policy seeks to maintain a balance between
retaining profits to execute our strategy, and delivering value for
shareholders as our strategy yields positive performances.

The Board is therefore proposing an interim dividend of 1.76p per share (H1
FY24: 1.61p), an increase of 9%. The dividend will be payable on 14 March 2025
to shareholders on the register at 14 February 2025.

Proven track record as a corporatised consolidator having built a national
brand of scale

When Knights changed to a corporate model, well over a decade ago, we were a
pioneer in the industry. Since then, we have proven the benefits of the
corporate model and of being a consolidator of our fragmented sector, in which
the traditional partnership model faces increasing structural pressures.

We have clear momentum in the number of professionals joining us from leading
regional and national firms, attracted to our corporate structure over the
partnership alternative and our fast-emerging national brand, and we have
established our reputation as the most compelling acquirer, of scale, in the
sector.

As a result, first half underlying PBT is three times our full year equivalent
at IPO in April 2018, and we have grown from 430 to 1,335 people since IPO,
demonstrating our ability to build value through acquisitions, integration and
retaining higher performing people.

It is particularly interesting to see this approach being validated by the
considerable levels of investment from private equity in a parallel
professional service, accountancy.

Current Trading and Outlook

We have started the second half of the year in line with our expectations,
with significant recent client wins and our recruitment momentum underpinning
our confidence in delivering further organic growth in the second half.

We have a good pipeline of further hires for the second half, driven by the
ever-increasing awareness of the Knights brand and its growing reputation
across the UK legal services market. These factors, together with our ongoing
focus on operational efficiency and excellence, position us well for a good
 performance in the second half, delivering full year profits in line with
our expectations.

 

David Beech

CEO

Financial review

 

The Group has continued to deliver improvements in profits and margin with
underlying EBITDA(6) growing by 17.6% in the first half of the year to £21.4m
(H1 FY24: £18.2m), representing a 280 basis points increase in underlying
EBITDA margin to 27.0% (H1 FY24: 24.2%).  The improvement in margin reflects
our continued focus on profitable revenue growth, continued cost management
and optimisation of synergies as the Group grows.

 

                                                                            6 months ended    6 months ended    % change

31 October 2024
31 October 2023

(Unaudited)
(Unaudited)

£'000
£'000
 Revenue                                                                    79,414            75,296            5%
 Direct fee earner costs                                                    (38,970)          (39,215)          (1%)
 Other direct costs                                                         (378)             (307)             23%
 Gross profit                                                               40,066            35,774            12%
 Gross profit %                                                             50.5%             47.5%
 Other operating income                                                     4,857             5,471             (11%)
 Other staff costs                                                          (8,727)           (8,610)           1%
 Impairment of trade receivables and contract assets                        (622)             (131)             375%
 Other operating charges                                                    (14,157)          (14,312)          (1%)
 Underlying EBITDA(6)                                                       21,417            18,192            18%
 Underlying EBITDA %                                                        27.0%             24.2%
 Depreciation charges under IFRS 16                                         (2,499)           (2,854)           (12%)
 Finance charges under IFRS 16                                              (1,000)           (713)             40%
 Underlying EBITDA post IFRS 16 charges(8)                                  17,918            14,625            23%
 Depreciation and amortisation charges (excluding amortisation on acquired  (1,571)           (1,514)           4%
 intangibles)
 Underlying finance costs                                                   (1,856)           (1,535)           21%
 Underlying finance income                                                  126               -                 -
 Underlying profit before tax(1)                                            14,617            11,576            26%
 Underlying profit before tax margin                                        18.4%             15.4%
 Underlying tax charge                                                      (3,691)           (3,004)           23%
 Underlying profit after tax(7)                                             10,926            8,572             27%
 Basic underlying EPS (pence)(2)                                            12.71             9.99              27%

 

 

Revenue

Revenue for the half year is £79.4m compared to £75.3m for the same period
last year, an increase of 5%. Of this increase, £3.6m is acquisition-related
being increased income from FY24 and FY25 acquisitions, with the balance of
£0.5m relating to the net organic revenue growth.

 

Organic revenues

Organic growth in the period was 0.7%.  Organic revenue growth excludes
income growth from acquisitions in the year of acquisition and for the first
full financial year following acquisition based on the fees generated by
individuals joining the Group from the acquired business.

 

The Board is focussed on our long term commitment to positioning ourselves at
the premium end of the market by focussing on profitable revenue and reducing
less profitable revenue streams.  As part of this focus, during the second
half of FY24 we made the strategic decision to significantly reduce our
restructuring and insolvency team due to lower margins in this area.
Excluding the impact of the strategic reduction of revenues in this area,
organic growth was 1.8% for the period.

 

Our continued focus on profitable revenue streams, and moving away from less
profitable work streams, has resulted in a 5.9% increase in organic gross
profit in the period.

 

Revenue from acquisitions

At acquisition we typically budget to retain 80% of acquired revenues.  In
FY24 we acquired Baines Wilson and St James Law.  Both acquisitions are
performing well with combined revenues from these acquisitions exceeding
budget.  The acquisition of St James Law provided entry into the Newcastle
market which has proved to be an excellent base for recruitment and is
delivering strong organic growth opportunities.

 

In the period to 31 October 2024, we acquired Thursfields Legal Limited
expanding our presence in the West Midlands.  The acquired business is now
fully integrated onto the Group's systems and is performing well, having
contributed £3m of revenue in the half year in line with expectations.

 

Employee costs

Our continued focus on managing our cost base, focus on profitable revenue
growth and leveraging our investment in support staff has resulted in a
reduction in total staff costs as a percentage of revenue to 60.1% in the
period compared to 63.5% in the comparable period last year.  This reduction
has been achieved through a combination of increased gross margin with direct
staff costs reducing to 49.1% of revenue (H1 FY24: 52.1%).  We have also
started to leverage our support staff costs in the period through the
centralisation of a number of business services teams, reducing our support
staff costs to 11.0% of revenue (H1 FY24: 11.4%).

 

Other operating income

Other operating income has reduced in the period to £4.9m (H1 FY24: £5.5m)
driven by decreasing interest rates and average client balances held during
the period.

 

Other operating charges

Other operating charges have continued to reduce as a percentage of revenue to
18.3% for the period to 31 October 2024 (H1 FY24: 19.4%; H1 FY23 20.0%) as we
continue to consolidate our cost base, optimise synergies from acquisitions
and leverage our cost base through continued profitable revenue growth.

 

Underlying EBITDA(6

)

Underlying EBITDA excludes non-underlying operating expenses which consist of
transaction and onerous lease expenses in relation to acquisitions, contingent
acquisition payments and one-off restructuring and professional expenses
mainly incurred in the streamlining of support functions or strategic
reorganisations.  The Board considers this to be a key metric to measure
business performance.

 

Contingent acquisition payments are treated as a non-underlying expense as
this represents payments for acquisitions.  These are dependent on the
continued employment of certain individuals in the business for an agreed
contractual period after an acquisition of one to three years to preserve the
acquired goodwill and customer relationships. Accounting standards require
such arrangements to be treated as remuneration in the Statement of
Comprehensive Income. However, the individuals also receive market rate
salaries, therefore, if not separately identified, these payments would
significantly distort the reported results.

 

During the period, underlying EBITDA increased by 18% to £21.4m (H1 FY24:
£18.2m) representing an increase in underlying EBITDA margin to 27.0% (H1
FY24: 24.2%).  The improved margin is a result of improved gross margin to
50.5% (H1 FY24: 47.5%), leveraging support staff costs and good control of
central overheads offset by a reduction in net income received from client
balances.  Excluding the impact of income received from client interest,
underlying EBITDA margin has increased to 21.2% (H1 FY24: 17.3%) demonstrating
the improving profitability of the underlying core business.

 

IFRS 16 depreciation and finance charges

The IFRS 16 depreciation and finance charges reflect the accounting charge in
respect of all leases with a term of over one year.  The costs in the period
have reduced to 4.4% of revenue (H1 FY24 : 4.7%) as we continue to right size
our property portfolio through downsizing and subletting of excess space
together with organic and acquisitive growth in revenues enabling us to
further leverage our property costs.

 

Depreciation and amortisation charges

 

The charge in the half year has increased marginally from £1.5m to £1.6m,
remaining at 2% of revenue as we continue to invest in our IT and property
refurbishments to support the growth of the Group.

 

Finance charges

 

Finance charges, excluding lease interest, increased by £0.4m in the period
to £1.9m (H1 FY24: £1.5m) as a result of higher average interest rates on
our RCF facility over the period together with increased average net debt
balances due to cash outflows in relation to acquisitions.

 

 

Underlying finance income

 

This income relates primarily to income recognised from the sub leases of
parts of our property portfolio where there was excess space.

 

Underlying Profit Before Tax (PBT)(1)

 

Underlying profit before tax excludes amortisation of acquired intangibles,
transaction and onerous lease expenses in relation to acquisitions, contingent
acquisition payments, disposals of acquired assets, and one off restructuring
and professional costs mainly incurred in the streamlining of support
functions or strategic reorganisations.

 

Underlying PBT has been calculated as an alternative performance measure to
provide a more meaningful performance measure and to aid year on year
comparison of the profitability of the underlying business.

 

 

                                                           6 months ended    6 months ended

31 October 2024
31 October 2023

(Unaudited)
(Unaudited)

£'000
£'000
 Profit before tax                                        8,974             6,892
 Amortisation on acquired intangibles                     1,869             1,794
 Contingent acquisition payments treated as remuneration  1,447             1,548
 Other non-underlying costs                               2,327             1,342
 Underlying profit before tax                             14,617            11,576

 

The Group's underlying PBT has increased by 26% to £14.6m (H1 FY24: £11.6m).

 

The underlying profit before tax margin has increased to 18.4% compared to
15.4% in the prior period as a result of the increase in EBITDA margin and the
leveraging of IFRS 16 property lease costs, offset by increased finance costs.

 

Reported profit before tax

 

The reported profit before tax in the period has increased by 30% to £9.0m
(H1 FY24: £6.9m) driven by an increase in underlying profit before tax of
£3.0m offset by increased amortisation on acquired intangibles and
non-underlying costs of £0.9m.

 

Taxation

 

The corporation tax charge for the period was £2.8m (H1 FY24: £2.3m)
reflecting a reduced effective rate of tax of 32% (H1 FY24 34%) due to lower
disallowable expenditure in this half year relative to the comparable period
last year.

 

The effective rate of tax on the underlying profit of the business was 25% (H1
FY24: 26%) in line with current corporation tax rates.

 

Earnings per Share (EPS)

 

Basic EPS in the period increased by 34% to 7.14p (H1 FY24: 5.34p) per
share.  Taking account of the dilutive impact of potential share options, the
basic Diluted EPS has increased by 32% to 6.87p (H1 FY24: 5.21p) per share.

 

To enable a comparison of year-on-year underlying performance, excluding any
one off items, the underlying EPS has also been calculated.  The basic
underlying EPS(2)  has increased by 27% to 12.71p (H1 FY24: 9.99p) per
share.   The weighted average number of shares used to calculate the
undiluted EPS for the half year was 85,934,299 (H1 FY24: 85,816,798).

 

Dividend

 

In line with the Group's progressive dividend policy, reflecting the improved
performance of the Group balanced with the Board's strategy to continue to
reinvest profits of the Group to fund future growth plans, the Board has
declared an interim dividend of 1.76p per share (H1 FY24: 1.61p per share).

 

This will be a cash only dividend, payable on 14 March 2025 to all
shareholders on the register on 14 February 2025.

 

Balance Sheet

 

                                             31 October 2024                             31 October 2023                             30 April

                                             (Unaudited)                                 (Unaudited)                                 2024

£'000
£'000

                                                                                                                                     (Audited)

£'000
 Intangible assets and goodwill              90,877                                      88,615                                      86,900
 Right-of-use assets                         37,287                                      35,770                                      34,034
 Investments                                 50                                          -                                           50
 Loan to joint venture                       2,500                                       -                                           2,523
 Property, plant and equipment               19,895                                      11,750                                      14,896
 Assets held for sale                        171                                         -                                           -
 Working capital                                              63,709                                      57,185                     53,125
 Other provisions and deferred tax           (15,476)                                    (14,541)                                    (14,590)
 Lease liabilities net of lease receivables  (42,103)                                    (40,394)                                    (38,573)
                                             156,910                                     138,385                                     138,365
 Cash and cash equivalents                                      4,075                                       6,333                    5,453
 Borrowings                                  (54,139)                                    (44,620)                                    (40,617)
 Net debt(5)                                 (50,064)                                    (38,287)                                    (35,164)
 Deferred consideration                      (2,399)                                     (3,997)                                     (2,941)
 Net assets                                  104,447                                     96,101                                      100,260

 

 

The Group's net assets increased by £4.1m from £100.3m as at 30 April 2024
to £104.4m as at 31 October 2024.  This increase was primarily due to
profits generated in the half year to 31 October 2024 less the final dividend
paid in respect of the year ended 30 April 2024 of £2.4m.  Assets held for
resale relate to investments acquired as part of the Thursfields acquisition
that will be realised post period end.

 

Working capital and cash management

 

                              31 October 2024  31 October 2023  30 April 2024

£'000
£'000
£'000
 Contract assets              48,857           43,587           40,191
 Trade and other receivables  33,009           30,516           32,753
 Corporation tax asset        915              1,239            304
 Total current assets         82,781           75,342           73,248
 Trade and other payables     (18,901)         (17,949)         (19,935)
 Contract liabilities         (171)            (208)            (188)
 Total current liabilities    (19,072)         (18,157)         (20,123)
 Net working capital          63,709           57,185           53,125

 

Net working capital has increased by £6.5m to £63.7m as at 31 October 2024
(31 October 2023: £57.2m).  Of this increase £1.1m related to working
capital acquired on the acquisition of Thursfields.  The remaining increase
relates to increased contract assets, net of acquisitions, of £3.3m primarily
in our CL Medilaw business due to continued strong growth in this area along
with an increase in trade and other receivables, net of acquired balances,
primarily driven by timing of bills and an increase in debtor days from 31
days as at 31 October 2023 to 33 days as at 31 October 2024. This increase in
working capital from contract assets and trade and other receivables is offset
by a decrease in the corporation tax asset of £0.3m and a decrease in trade
and other payables, net of acquired balances, of £0.7m due to timing of
payments.

 

The management of lock up(3) continues to be an important KPI for the Group.
As at 31 October 2024 lock up was 98 days (31 October 2023: 93 days) being 33
debtor days and 65 WIP days (31 October 2023: 31 debtor days and 62 WIP
days).  These calculations exclude the WIP on CL Medilaw and Insolvency
matters as generally the amount of time it takes to conclude these matters is
significantly longer than for other work types in the Group.  To include the
WIP on these matters in our KPI reporting would significantly distort the
reported figures and therefore could distract the majority of the business
from focussing on continuing to maintain its excellent lock up discipline.
If the WIP were to be included in the lock up calculations for all matters
this would give total lock up days, with no exclusions, of 144 days as at 31
October 2024 (31 October 2023: 136 days) reflecting an increase in the level
of WIP in our CL Medilaw business as this work type continues to grow.

 

Cash Flow

 

 Cash Flow                                                6 months ended    6 months ended

31 October 2024
31 October 2023

(Unaudited)
(Unaudited)

£'000
£'000
 Underlying EBITDA                                        21,417            18,192
 Change in working capital                                (8,388)           (6,074)
 Cash outflow for IFRS 16 leases                          (2,957)           (3,303)
 Movement in underlying share-based payment charge        445               852
 Cash generated from underlying operations (pre-tax)      10,517            9,667
 Tax paid                                                 (3,617)           (3,754)
 Net cash generated from underlying operating activities  6,900             5,913
 Underlying profit after tax(7)                           10,926            8,572

 Underlying cash conversion(4)                            63%               69%

 

Cash generation remains a key focus for the Board and management team.  This
continued focus and management of lock up generated underlying operating
cashflows of £6.9m in the period being a conversion rate of 63% on underlying
profits.  This good cash generation in the period has resulted in net debt of
£50.1m as at 31 October 2024 (31 October 2023: £38.3m) after a cash outlay
of £8.9m relating to acquisition consideration in the period and a £6.2m
outlay on capital expenditure in the period.

 

The table below shows a reconciliation of the key cash flow movements
impacting the movement in net debt from 30 April 2024.

 

Net debt(5)

                                                                                 £'000
 Net debt 30 April 2024                                                          35,164
 Other net cash (inflows) from operating activities                              (6,900)
 Deferred and contingent acquisition payments                                    2,488
 Consideration paid for acquisitions in the period (including acquired debt and  6,387
 cash)
 Non-underlying costs paid                                                       2,468
 Interest on borrowings                                                          1,882
 Dividends paid                                                                  2,396
 Capital expenditure (net of landlord contributions)                             6,179
 Net debt as at 31 October 2024                                                  50,064

 

At £50.1m, this level of debt was in line with internal budgets as at 31
October 2024 with leverage for bank covenant purposes at 1.4 times EBITDA (as
defined for covenant purposes) which is well within our banking covenants.

 

On 19 November 2024 we extended our existing revolving credit facility with
HSBC UK, AIB (GB) and NatWest to provide total committed funding of £100m
until November 2027.  Terms and interest margins remain the same with
applicable margins over SONIA of between 1.65% and 2.55% depending on
leverage.

 

With these extended facilities the Group is in a strong financial position
with sufficient headroom and flexibility within our financing arrangements to
enable us to continue to execute our growth strategy.

 

Kate Lewis

CFO

 

Knights Group Holdings plc

Consolidated Statement of Comprehensive Income

For the 6 month period ended 31 October 2024

 

                                                                              Note  6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                                                                                    (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                                                                                    £'000                           £'000                           £'000
 Revenue                                                                            79,414                          75,296                          149,957
 Other operating income                                                             4,857                           5,471                           10,439
 Staff costs*                                                                 3     (47,697)                        (47,825)                        (93,007)
 Depreciation and amortisation charges*                                       4     (4,070)                         (4,368)                         (8,510)
 Impairment of trade receivables and contract assets                                (622)                           (131)                           (489)
 Other operating charges*                                                     5     (14,535)                        (14,619)                        (28,218)
 Operating profit before non-underlying costs and amortisation on acquired          17,347                          13,824                          30,172
 intangibles
 Amortisation on acquired intangibles                                         4     (1,869)                         (1,794)                         (3,580)
 Non-underlying operating costs                                               6     (3,711)                         (2,818)                         (6,630)
 Operating profit                                                                   11,767                          9,212                           19,962
 Finance costs*                                                               7     (2,898)                         (2,280)                         (4,939)
 Finance income                                                               8     168                             32                              89
 Non-underlying finance costs                                                 6     (63)                            (72)                            (281)
 Net finance costs                                                                  (2,793)                         (2,320)                         (5,131)
 Profit before tax                                                                  8,974                           6,892                           14,831
 Taxation - underlying*                                                             (3,691)                         (3,004)                         (6,598)
 Tax impact of non-underlying costs                                                 852                             691                             1,614
 Taxation                                                                           (2,839)                         (2,313)                         (4,984)
 Profit and total comprehensive income for the period attributable to equity        6,135                           4,579                           9,847
 owners of the parent
 Earnings per share                                                                 Pence                           Pence                           Pence
 Basic earnings per share                                                     9     7.14                            5.34                            11.47
 Diluted earnings per share                                                   9     6.87                            5.21                            11.11

 

 

* Excluding non underlying items and amortisation on acquired intangibles

Knights Group Holdings plc

Consolidated Statement of Financial Position

As at 31 October 2024

                                              31 October 2024  31 October 2023  30 April 2024

                                               (Unaudited)      (Unaudited)     (Audited)

                                              £'000            £'000            £'000
 Assets
 Non-current assets
 Intangible assets and goodwill               90,877           88,615           86,900
 Investments                                  50               -                50
 Property, plant and equipment                19,895           11,750           14,896
 Right-of-use assets                          37,287           35,770           34,034
 Finance lease receivables                    1,486            1,509            1,633
 Trade and other receivables                  2,500            -                2,523
                                              152,095          137,644          140,036
 Current assets
 Assets held for sale                         171              -                -
 Contract assets                              48,857           43,587           40,191
 Trade and other receivables                  33,009           30,516           32,753
 Finance lease receivables                    366              320              364
 Corporation tax asset                        915              1,239            304
 Cash and cash equivalents                    4,075            6,333            5,453
                                              87,393           81,995           79,065
 Total assets                                 239,488          219,639          219,101

 Equity and liabilities
 Equity
 Share capital                                171              171              171
 Share premium                                75,262           75,262           75,262
 Merger reserve                               (3,506)          (3,506)          (3,506)
 Retained earnings                            32,520           24,174           28,333
 Equity attributable to owners of the parent  104,447          96,101           100,260

 Non-current liabilities
 Lease liabilities                            38,926           36,917           35,389
 Borrowings                                   53,808           394              40,149
 Deferred consideration                       550              1,502            350
 Deferred tax                                 8,923            8,101            8,288
 Provisions                                   3,686            4,141            3,968
                                              105,893          51,055           88,144
 Current liabilities
 Lease liabilities                            5,029            5,306            5,181
 Borrowings                                   331              44,226           468
 Trade and other payables                     18,901           17,949           19,935
 Deferred consideration                       1,849            2,495            2,591
 Contract liabilities                         171              208              188
 Provisions                                   2,867            2,299            2,334
                                              29,148           72,483           30,697
 Total liabilities                            135,041          123,538          118,841
 Total equity and liabilities                 239,488          219,639          219,101

Knights Group Holdings plc

Consolidated Statement of Changes in Equity

For the 6 month period ended 31 October 2024

 

                                                           Attributable to equity holders of the Parent
                                                           Share capital  Share premium   Merger reserve   Retained earnings £'000   Total

£'000
£'000

£'000
                                                                                           £'000

 Balance at 1 May 2023 (audited)                           171            75,262         (3,506)           20,880                    92,807
 Profit for the period and total comprehensive income      -              -              -                 4,579                     4,579
 Transactions with owners in their capacity as owners:
 Credit to equity for equity-settled share-based payments  -              -              -                 859                       859
 Dividends                                                 -              -              -                 (2,144)                   (2,144)
 Balance at 31 October 2023 (unaudited)                    171            75,262         (3,506)           24,174                    96,101
 Profit for the period and total comprehensive income      -              -              -                 5,268                     5,268
 Transactions with owners in their capacity as owners:
 Credit to equity for equity-settled share-based payments  -              -              -                 272                       272
 Dividends                                                 -              -              -                 (1,381)                   (1,381)
 Balance at 30 April 2024 (audited)                        171            75,262         (3,506)           28,333                    100,260
 Profit for the period and total comprehensive income      -              -              -                 6,135                     6,135
 Transactions with owners in their capacity as owners:
 Credit to equity for equity-settled share-based payments  -              -              -                 448                       448
 Dividends                                                 -              -              -                 (2,396)                   (2,396)
 Balance at 31 October 2024 (unaudited)                    171            75,262         (3,506)           32,520                    104,447

 

 

Knights Group Holdings plc

Consolidated Statement of Cash Flows

For the 6 month period ended 31 October 2024

                                                            Note  6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                                                                  (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                                                                  £'000                           £'000                           £'000
 Operating activities
 Cash generated from operations                             11    13,474                          12,970                          36,254
 Non-underlying operating costs paid                        6     (2,468)                         (2,053)                         (4,246)
 Tax paid                                                         (3,617)                         (3,754)                         (5,432)
 Contingent acquisition payments                                  (1,123)                         (2,229)                         (3,745)
 Net cash from operating activities                               6,266                           4,934                           22,831

 Investing activities
 Acquisition of subsidiaries (net of cash acquired)               (6,424)                         (1,888)                         (1,888)
 Disposal of assets held for sale                                 37                              -                               -
 Other loans made                                                 -                               -                               (2,500)
 Investment in joint venture                                      -                               -                               (50)
 Purchase of intangible fixed assets                              (24)                            (25)                            (40)
 Purchase of property, plant and equipment                        (6,117)                         (2,835)                         (8,165)
 Proceeds from lease receivables                                  230                             188                             405
 Payment of deferred consideration                                (1,365)                         (1,167)                         (2,417)
 Net cash used in investing activities                            (13,663)                        (5,727)                         (14,655)

 Financing activities
 Proceeds of borrowings                                           21,500                          15,450                          23,200
 Repayment of borrowings                                          (7,550)                         (4,650)                         (16,325)
 Repayment of debt acquired with current year subsidiaries        -                               (661)                           (661)
 Repayment of debt acquired with prior year subsidiaries          (428)                           (86)                            (166)
 Landlord capital contribution                                    40                              225                             396
 Associated lease costs                                           (78)                            (26)                            (72)
 Repayment of lease liabilities                                   (2,271)                         (2,747)                         (5,113)
 Interest and other finance costs paid                            (2,798)                         (2,280)                         (4,502)
 Dividends paid                                                   (2,396)                         (2,144)                         (3,525)
 Net cash from/(used in) financing activities                     6,019                           3,081                           (6,768)
 Net (decrease)/increase in cash and cash equivalents             (1,378)                         2,288                           1,408
 Cash and cash equivalents at the beginning of the period         5,453                           4,045                           4,045
 Total cash and cash equivalents at end of period                 4,075                           6,333                           5,453

 

Knights Group Holdings plc

Notes to the Consolidated Interim Financial Statements

For the 6 month period ended 31 October 2024

 

1.      General Information

Knights Group Holdings plc ("the Company") is a public company limited by
shares and is registered, domiciled and incorporated in England (registration
no. 11290101).

The Group consists of Knights Group Holdings plc and all of its subsidiaries.

The principal activity and nature of operations of the Group is the provision
of legal and professional services. The address of its registered office is:

The Brampton

Newcastle-under-Lyme

Staffordshire

ST5 0QW

2.      Accounting policies

2.1 Basis of preparation

The accounting policies used in the preparation of the interim financial
information for the six months ended 31 October 2024 are in accordance with
the recognition and measurement criteria of UK-Adopted International
Accounting Standards and are consistent with those which will be adopted in
the annual statutory financial statements for the year ending 30 April 2025.

The Group's statutory financial statements for the year ended 30 April 2024,
prepared under UK-adopted International Accounting Standards, have been filed
with the Registrar of Companies. The auditor's report on those financial
statements was unqualified and did not contain a statement under Section
498(2) or (3) of the Companies Act 2006. This interim financial information
was approved by the board on 13 January 2025.

 

The financial statements contained in this interim report do not constitute
statutory accounts as defined in section 434 of the Companies Act 2006.

The interim report has not been audited or reviewed in accordance with the
International Standard on Review Engagements (UK) 2410 issued by the Financial
Reporting Council.

Monetary amounts are presented in sterling, being the functional currency of
the Group, rounded to the nearest thousand except where otherwise indicated.

 

2.2 Going concern

 

The interim financial information has been prepared on a going concern basis
as the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future. The
Group has a strong trading performance, generates strong operating cashflows
and has banking facilities of £100,000,000, available until November 2027.
The Group's forecasts show sufficient cash generation and headroom in banking
facilities and covenants by comparison to anticipated future requirements to
support the Directors' conclusions that the assumption of the going concern
basis of accounting in preparing the interim financial information is
appropriate.

 

The Group continues to trade profitably and cash generation at an operating
cashflow level has remained strong and in line with expectation. In order to
satisfy the validity of the going concern assumption, a number of different
trading scenarios including a reduction in revenues and costs and an increase
in interest rates and lock up have been modelled and reviewed. Some of these
scenarios forecast a significantly more negative trading performance than is
expected. In all of these scenarios the Group remained profitable and with
significant headroom in its cash resources for the 12 months from the date of
approval of this interim financial information.

 

2.3 Accounting developments

 

There have been no new standards or interpretations relevant to the Group's
operations applied in the interim financial information for the first time.

 

 

 

3.      Staff costs

                                                                              6 months ended    6 months ended    Year ended

                                                                              31 October 2024   31 October 2023   30 April 2024 (Audited)

                                                                              (Unaudited)       (Unaudited)       £'000

                                                                              £'000             £'000
 Employee costs                                                               47,694            47,291            93,221
 Share-based payment charge                                                   448               859               1,131
 Aggregate remuneration of employees                                          48,142            48,150            94,352
 Redundancy costs and share-based payment charges analysed as non-underlying  (445)             (325)             (1,345)
 costs (note 6)
 Underlying staff costs in Consolidated Statement of Comprehensive Income     47,697            47,825            93,007

 

4.      Depreciation and amortisation charges

                                                                                6 months ended    6 months ended    Year ended

                                                                                31 October 2024   31 October 2023   30 April 2024 (Audited)

                                                                                (Unaudited)       (Unaudited)       £'000

                                                                                £'000             £'000
 Depreciation                                                                   1,457             1,294             2,656
 Depreciation of right-of-use assets                                            2,499             2,854             5,607
 Amortisation on computer software                                              54                51                103
 Loss on disposal of property, plant and equipment                              60                169               144
 Underlying depreciation and amortisation charges in Consolidated Statement of  4,070             4,368             8,510
 Comprehensive Income
 Amortisation on acquired intangibles                                           1,869             1,794             3,580
                                                                                5,939             6,162             12,090

Amortisation on acquired intangibles has been separately identified within
overall depreciation and amortisation charges as it is deemed to be a
non-underlying cost, on the basis that it relates to acquisitions. As such for
the period ended 31 October 2023 it has been reclassified to enable clearer
presentation of the non-underlying items included within operating profit.
This has not resulted in any change to reported operating profit.

 

5.      Other operating charges

                                       6 months ended    6 months ended    Year ended

                                       31 October 2024   31 October 2023   30 April 2024 (Audited)

                                       (Unaudited)       (Unaudited)       £'000

                                       £'000             £'000
 Establishment costs                   4,065             3,900             7,775
 Short term and low value lease costs  113               147               247
 Other overhead expenses               10,357            10,572            20,196
                                       14,535            14,619            28,218

 

 

6.      Non-underlying costs

                                                          6 months ended    6 months ended    Year ended

                                                          31 October 2024   31 October 2023   30 April 2024 (Audited)

                                                          (Unaudited)       (Unaudited)       £'000

                                                          £'000             £'000
 Redundancy and reorganisation staff costs                442               318               1,335
 Share-based payment charges                              3                 7                 10
 Contingent acquisition payments treated as remuneration  1,447             1,548             2,824
 Impairment of right-of-use assets                        -                 153               153
 Loss/(Profit) on disposal of right-of-use assets         137               (54)              (125)
 Loss on disposal of property, plant and equipment        149               84                930
 Transaction costs                                        1,533             762               1,503
 Non-underlying operating costs                           3,711             2,818             6,630
 Non-underlying finance costs                             63                72                281
                                                          3,774             2,890             6,911

 

 

Non-underlying costs cash movement

                                                      6 months ended    6 months ended    Year ended

                                                      31 October 2024   31 October 2023   30 April 2024 (Audited)

                                                      (Unaudited)       (Unaudited)       £'000

                                                      £'000             £'000
 Non-underlying costs                                 3,774             2,890             6,911
 Adjustments for:
 Contingent acquisition payments shown separately     (1,447)           (1,548)           (2,824)
 Non-cash movements:
 Share-based payment charge                           (3)               (7)               (10)
 Impairment of right-of-use assets                    -                 (153)             (153)
 (Loss)/Profit on disposal of right-of-use assets     (10)              54                449
 (Loss) on disposal of property, plant and equipment  (149)             (84)              (930)
 Transaction costs                                    (63)              -                 (443)
 Non-underlying finance costs                         (63)              (72)              (281)
 Additional cash movements:
 Rental payments on onerous leases                    193               335               605
 Service charge payments on onerous leases            56                48                104
 Dilapidation payments                                180               590               818
                                                      2,468             2,053             4,246

 

 

Non-underlying costs relate to redundancy costs to streamline the support
function of the Group following acquisitions or strategic reorganisations,
transaction costs in respect of acquisitions, onerous lease costs in respect
of acquisitions, disposals of acquired assets and share-based payment charges
relating to one off share schemes offered to employees as part of the IPO and
on acquisitions.

 

Contingent acquisition payments are included in non-underlying costs as it
represents payments which are contingent on the continued employment of those
individuals with the Group, agreed under the terms of the sale and purchase
agreements with vendors of certain businesses acquired. The payments extend
over periods of one to three years and are designed to preserve the value of
goodwill and customer relationships acquired in the business combinations.
IFRS requires such arrangements to be treated as remuneration and charged to
the Consolidated Statement of Comprehensive Income. The individuals also
receive market rate salaries for their work, in line with other similar
members of staff in the Group. The contingent earnout payments are
significantly in excess of these market salaries and would distort the Group's
results if not separately identified.

 

 

7.      Finance costs

                         6 months ended    6 months ended    Year ended

                         31 October 2024   31 October 2023   30 April 2024 (Audited)

                         (Unaudited)       (Unaudited)       £'000

                         £'000             £'000
 Interest on borrowings  1,856             1,535             3,402
 Interest on leases      1,042             745               1,537
                         2,898             2,280             4,939

 

8.      Finance income

                            6 months ended    6 months ended    Year ended

                            31 October 2024   31 October 2023   30 April 2024 (Audited)

                            (Unaudited)       (Unaudited)       £'000

                            £'000             £'000
 Loan interest receivable   126               -                 23
 Lease interest receivable  42                32                66
                            168               32                89

 

9.      Earnings per share

Basic and diluted earnings per share have been calculated using profit after
tax and the weighted average number of ordinary shares in issue during the
period.

                                                                                6 months ended    6 months ended    Year ended

                                                                                31 October 2024   31 October 2023   30 April 2024 (Audited)

                                                                                (Unaudited)       (Unaudited)       Number

                                                                                Number            Number
 Weighted average number of ordinary shares for the purposes of basic earnings  85,934,299        85,816,798        85,840,067
 per share
 Effect of dilutive potential ordinary shares:
 Share options                                                                  3,300,000         2,075,973         2,778,654
 Weighted average number of ordinary shares for the purposes of diluted         89,234,299        87,892,771        88,618,721
 earnings per share
                                                                                £'000             £'000             £'000
 Profit after tax                                                               6,135             4,579             9,847
 Earnings per share                                                             Pence             Pence             Pence
 Basic earnings per share                                                       7.14              5.34              11.47
 Diluted earnings per share                                                     6.87              5.21              11.11

 

Underlying profit after tax (PAT) and adjusted per share (EPS)

Underlying PAT and EPS are presented as alternative performance measures to
show the underlying performance of the Group excluding the effects of
amortisation of intangible assets, share-based payments and non-underlying
items.

                                        6 months ended    6 months ended    Year ended

                                        31 October 2024   31 October 2023   30 April 2024

                                        (Unaudited)       (Unaudited)       (Audited)

                                        £'000             £'000             £'000
 Profit after tax                       6,135             4,579             9,847
 Amortisation on acquired intangibles   1,869             1,794             3,580
 Non-underlying costs                   3,774             2,890             6,911
 Tax impact of non-underlying costs     (852)             (691)             (1,614)
 Underlying profit after tax            10,926            8,572             18,724
 Underlying earnings per share          Pence             Pence             Pence
 Basic underlying earnings per share    12.71             9.99              21.81
 Diluted underlying earnings per share  12.24             9.75              21.13

 

10.    Acquisitions

Thursfields Legal Limited ('Thursfields')

On 25 July 2024 the Group exchanged contracts to acquire Thursfields by
purchasing the shares of the entity. This acquisition completed on 14
September 2024. Thursfields is a law firm which will significantly strengthen
Knights' presence in the West Midlands.

The amounts recognised in respect of the identifiable assets acquired and
liabilities assumed are as set out in the table below. These figures are
provisional as the purchase accounting is not yet finalised:

                                            Carrying amount £'000   Fair value adjustment £'000   Total

                                                                                                       £'000
 Identifiable assets
 Identifiable intangible assets             -                       1,627                         1,627
 Property, plant and equipment              552                     (3)                           549
 Assets held for sale                       208                     -                             208
 Right-of-use assets                        -                       602                           602
 Contract assets                            1,947                   -                             1,947
 Trade and other receivables                776                     -                             776
 Cash and cash equivalents                  3,899                   -                             3,899
 Liabilities
 Trade and other payables                   (1,662)                 -                             (1,662)
 Lease liabilities                          -                       (602)                         (602)
 Provisions                                 (222)                   5                             (217)
 Deferred tax                               (4)                     (407)                         (411)
 Total identifiable assets and liabilities  5,494                   1,222                         6,716
 Goodwill                                                                                         4,406
 Total consideration                                                                              11,122

 Satisfied by:
 Cash                                                                                             10,323
 Deferred consideration                                                                           799
 Total consideration transferred                                                                  11,122

 Net cash outflow arising on acquisition:
 Cash consideration (net of cash acquired)                                                        6,424
 Net cash outflow arising on acquisition                                                          6,424

 

Intangibles relating to customer relationships of £1,627,000 has been arrived
at using the excess earnings method. The goodwill of £4,406,000 represents
the assembled workforce, with the acquisition bringing a number of new fee
earners and expected synergies. None of the goodwill is expected to be
deductible for income tax purposes.

 

A contingent consideration arrangement was entered into as part of the
acquisition. This is contingent on the sellers remaining in employment with
the Group therefore it has been excluded from the consideration and will be
recognised in the Consolidated Statement of Comprehensive Income on a
straight-line basis as a remuneration expense over the 3 years
post-acquisition period. This is recognised within non-underlying operating
costs.

 

The maximum undiscounted amount of all potential future payments under the
contingent consideration arrangement is £4,117,000 and is payable in equal
instalments on the first, second and third anniversary of completion.

 

There are also undiscounted deferred consideration payments totalling
£883,000 outstanding.  This is payable in instalments on the first, second
and third anniversaries of completion.

 

Thursfields contributed £3,044,000 of revenue to the Group's Statement of
Comprehensive Income for the period from 1 May 2024 to 31 October 2024. The
profit contributed is not separately identifiable due to the hive-up of its
trade and assets being incorporated into Knights Professional Services Limited
from 14 September 2024.

11.    Reconciliation of profit to net cash generated from operations

                                                           6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                                                           (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                                                           £'000                           £'000                           £'000
 Profit before taxation                                    8,974                           6,892                           14,831
 Adjustments for:
 Amortisation on computer software                         54                              51                              103
 Amortisation on acquired intangibles                      1,869                           1,794                           3,580
 Depreciation - property, plant and equipment              1,457                           1,294                           2,656
 Depreciation - right-of-use assets                        2,499                           2,854                           5,607
 Loss on disposal of property, plant and equipment         60                              169                             144
 Contingent acquisition payments                           1,447                           1,548                           2,824
 Other non-underlying operating costs                      2,264                           1,270                           3,806
 Non-underlying finance costs                              63                              72                              281
 Share-based payment charge                                445                             852                             1,121
 Finance income                                            (168)                           (32)                            (89)
 Finance costs                                             2,898                           2,280                           4,939
 Operating cash flows before movements in working capital  21,862                          19,044                          39,803
 (Increase) in contract assets                             (6,719)                         (5,028)                         (1,632)
 Decrease/(increase) in trade and other receivables        648                             1,420                           (767)
 Increase in provisions                                    325                             170                             29
 (Decrease) in contract liabilities                        (17)                            (11)                            (29)
 (Decrease) in trade and other payables                    (2,625)                         (2,625)                         (1,150)
 Cash generated from operations                            13,474                          12,970                          36,254

 

 

12.    Alternative performance measures

Underlying EBITDA is calculated as follows:

 

                                                 6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                                                 (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                                                 £'000                           £'000                           £'000
 Operating profit                                11,767                          9,212                           19,962
 Depreciation and amortisation charges (note 4)  5,939                           6,162                           12,090
 Non-underlying operating costs (note 6)         3,711                           2,818                           6,630
 Underlying EBITDA                               21,417                          18,192                          38,682
 Depreciation of right-of-use assets (note 4)    (2,499)                         (2,854)                         (5,607)
 Interest on leases (note 7)                     (1,042)                         (745)                           (1,537)
 Lease interest receivable (note 8)              42                              32                              66
 Underlying EBITDA post IFRS 16                  17,918                          14,625                          31,604

 

Underlying PBT (Profit Before Tax) is calculated as follows:

 

                                                6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                                                (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                                                £'000                           £'000                           £'000
 Profit before tax                              8,974                           6,892                           14,831
 Amortisation on acquired intangibles (note 4)  1,869                           1,794                           3,580
 Non-underlying operating costs (note 6)        3,711                           2,818                           6,630
 Non-underlying finance costs (note 6)          63                              72                              281
 Underlying profit before tax                   14,617                          11,576                          25,322

 

Net debt is calculated as follows:

 

                            6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                            (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                            £'000                           £'000                           £'000
 Borrowings                 54,139                          44,620                          40,617
 Cash and cash equivalents  (4,075)                         (6,333)                         (5,453)
 Net debt                   50,064                          38,287                          35,164

 

 

13.    Free cash flow and cash conversion %

Free cash flow measures the Group's underlying cash generation. Cash
conversion % measures the Group's conversion of its underlying PAT (Profit
After Tax) into free cash flows. Free cash flow is calculated as the total of
net cash from operating activities after adjusting for tax paid and the impact
of IFRS 16. Cash conversion % is calculated by dividing free cash flow by
underlying PAT, which is reconciled to profit after tax (note 9).

 

                                                 6 months ended 31 October 2024  6 months ended 31 October 2023  Year ended

                                                 (Unaudited)                     (Unaudited)                     30 April 2024 (Audited)

                                                 £'000                           £'000                           £'000
 Cash generated from operations (note 11)        13,474                          12,970                          36,254
 Tax paid                                        (3,617)                         (3,754)                         (5,432)
 Net underlying cash outflow for IFRS 16 leases  (2,957)                         (3,303)                         (6,245)
 Free cash flow                                  6,900                           5,913                           24,577
 Underlying profit after tax (note 9)            10,926                          8,572                           18,724
 Cash conversion (%)                             63%                             69%                             131%

 

 

 

 

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