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2023 Report&annual report accounts 2019 A U K E T T S WA N K E G R O U P P L C Aukett Swanke provides design services, focusing on architecture, master planning, and interior design with specialisms in executive architecture and associated engineering services. The practice designs and delivers the commercial projects United Kingdom, Continental Europe and the Middle East. throughout We are an award-winning architecture and interior design practice. Our talented and international teams act as custodians for a sustainable built environment, working on grand heritage projects as well as bold new additions to urban and rural landscapes. With over 60 years of professional experience, we have a network of more than 400 staff in 13 studios across 6 countries: UK, Germany, Russia, Turkey, the UAE and the Czech Republic. The studios’ expertise includes work in mixed-use, commercial office, hotel, retail, residential, education and healthcare sectors as well as workplace consulting. Cover: No2 Forbury Place, Reading WInner of BCO Regional Award for Best Commercial Workplace 2019 Key international people GROUP MANAGEMENT LUKE SCHUBERTH Managing Director - UK ‡ SUZETTE VELA BURKETT Managing Director - UK ‡ STEPHEN EMBLEY Managing Director - Middle East ‡ BEVERLEY WRIGHT Director of Corporate Finance & Strategy UNITED KINGDOM GORDON MCQUADE Director Veretec JAMES ATHA Director Veretec KEITH MORGAN Managing Director Veretec NICK PELL Interior Design Director - International TOM ALEXANDER Director Aukett Swanke MIDDLE EAST OMID ROUHANI Director Aukett Swanke Architectural Design PAULA MCKEON Finance Director Middle East SUBRAYA KALKURA Director John R Harris & Partners YOUSSEF FAKACH Director Shankland Cox CONTINENTAL EUROPE A I S S U R BURÇU SENPARLAK General Manager Istanbul ZEYNEP ORBERK Director Istanbul LARISA LIGAY General Director Moscow MAXIM NERETIN Director - Aurora Moscow TOM NUGENT Director Moscow JV PARTNERS C I L B U P E R H C E Z C LUTZ HEESE Managing Director - Aukett + Heese ANDREW HENNING JONES Director Aukett + Heese MARCUS DIETZSCH Director Aukett + Heese Frankfurt JANA LEHOTSKA Director Aukett sro TOMAS VOREL Director Aukett sro Y E K R U T Y N A M R E G london abu dhabi al ain berlin dubai frankfurt istanbul moscow prague ras al khaimah 10 Bonhill Street LONDON EC2A 4PE United Kingdom T +44 (0) 20 7843 3000 london@aukettswanke.com Al Salman Tower, Office No 1402 Hamdan Street PO Box 38764 ABU DHABI United Arab Emirates T +971 (0) 2 622 6788 abudhabi@aukettswanke.com Al Salman Tower, Office No 1407 Hamdan Street PO Box 44936 ABU DHABI United Arab Emirates T +971 (0) 671 5411 abudhabi@shanklandcox.com ADNIC Building, Office No M03 Zayed Bin Sultan Street PO Box 80670 AL AIN United Arab Emirates T +971 (0)3 766 9334 abudhabi@shanklandcox.com Sidra Tower, Office No 1301 Sheik Zayed Road PO Box 37133 DUBAI United Arab Emirates T +971 (0)4 338 0144 dubai@shanklandcox.com Sidra Tower, Office No 1308 Sheik Zayed Road PO Box 31043 DUBAI United Arab Emirates T +971 (0) 4 286 2831 dubai@johnrharris.com Sidra Tower, Office No 1405 Sheikh Zayed Road PO Box 616 DUBAI United Arab Emirates T +971 (0) 4 3697197 dubai@aukettswanke.com Esentepe Mahallesi Kore Şehitleri Caddesi 34/6 Deniz Is Hani 34394 Zincirlikuyu ISTANBUL Turkey T +90 212 318 0400 istanbul@aukettswanke.com 1st Floor, Mohd Hasan Abdulla Omran Bld. PO Box 36800 RAS AL KHAIMAH United Arab Emirates T +970 (0)4 671 5411 dubai@shanklandcox.com Our studios Budapester Strasse 43 10787 BERLIN Germany T +49 30 230994 0 mail@aukett-heese.de Gutleutstrasse 163 60327 FRANKFURT AM MAIN Germany T +49 (0) 69 76806 0 mail@aukett-heese-frankfurt.de Janackovo Nabrezi 471/49 150 00 PRAGUE 5 Czech Republic T +420 224 220 025 aukett@aukett.cz 3 Malaya Polyanka Street MOSCOW 119180 Russia T +7 (499) 238 37 29 moscow@aukettswanke.ru 2 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 3 AB Development / Aberdeen Standard / Absolut Development / Abu Dhabi Tourism and Culture Authority / Acred / ADNH (Abu Dhabi National Hotels) / ADNOC (Abu Dhabi National Oil Corporation) / ADWEA / AEG Europe / Ahred Real Estate / Alarko Real Estate / Al Ain Museum / ALDAR / Al-Futtaim Group Real Estate / Al Hamra Real Estate Development / Allen & Overy / Allianz Insurance / Allied World Assurance / Al Qudra Broadcasting / Arup / Ascot Underwriting / Avgur Estate / Aviva / AXA / Azzedine Alaia Baker McKenzie / Bank of America Merrill Lynch / Bank of Moscow Our clients include . . . / BAT-Russia C+T Group / Batıkent Yapi Sanayi ve Ticaret / Bautek A.S / BCM McAlpine / Bell Hammer / BioIstanbul / BioMed Realty / Birmingham City University / Blackstone Group / Bloomberg / BNP Paribas / BNY Mellon / Bovis Lendlease / Bristows / Bundesdruckerei / Buro Happold / Buwog Cambridge University Hospitals NHS Trust / Canadian Embassy, Moscow / Candy & Candy / CAPCO / CBRE / Cedar Capital / Cengiz Holding / Central Properties / Chrome Hearts / CIN LaSalle / Cisco / City of London Academy / Cofunds / Comstrin / CEG / Commerzbank / Corinthia Hotel Group / Corporation of London / Cornerstone Investment & Real Estate / Costain / Countryside Properties / CPI / CR City / CR Office / Credit Suisse / Crowne Plaza Hotels Dacorum Borough Council / Daimler Chrysler / Damac / Danfoss / DB Schenker / Decathlon / Deloitte / Deutsche Bank / Dimension Data / DGV Consulting / Doğuş GYO / Donstroy / DTC de Beers / du / Dunhill Eastman Group / Ede & Ravenscroft / Emaar Hospitality Group LLC / Emlak Konut / Endurance Estates / EO Engineers Office (Dubai) / Equa Bank / Ernst & Young / Er Yatırım / Ethical Property Company / Etisalat / Eurofinance Bank / Extensa / Exxon Mobil F&C Reit / Fenwick / Fiba Gayrimenkul / FIM Group / Firoka / First Bank / Freight 1 Gazprom / Gazpromstroyinvest / GD Investments / GE Capital / Generali / Gertler / GLAV UPDK / Glavstroy / Global Stream / GMO Group / Goldman Sachs / Goodman / Google / Great Portland Estates / GroupM / Grosvenor / GSK / GTN Global Properties / Güneri Insaat A.S Halk GYO / Hammer AG / Helical Bar / Henderson Global Investors / Henderson Land / Heptares / Hexal / Hilton International / Hochtief / Homerton University Hospital / Honeywell / HOWOGE / HSBC / Huishan Zhang ICAP / ICKM / ICT Istroconti / IFFCO / IKEA / Imperial College / Ince & Co / Infosys / ING Bank / ING Real Estate / Intellectcom / Intercontinental Hotels Group / Investa / Irausa UK / ISG / IşGYO / Italian Embassy, Czech Republic / ITAR TASS News Agency J&T Global / Jarrold & Son / Jesus College, Cambridge / John Martin Gallery / Johnson Controls / Jones Lang LaSalle / JP Morgan / JTI Russia KaDeWe / Kalinka Realty / KfW Bank / Khansaheb / Kier Build / Kiler Holding / Knight Frank / Knight Harwood / Koray Inşaat / Korine Property Partners / KORTROS / KPMG / KR Properties / KSA / Kuznetsky Most Development Laing O’Rourke Middle East Holdings / Lakhta Centre St.Petersburg / La Meridien / Landsec / LaSalle Investment / Legion Development / Lendlease / Lenovo / Lesso / Lidl / L’Oréal / Loughborough University M&G Investments / Macquarie Bank / MAN Group / Marks & Spencer / Mars, Wrigley, Royal Canin / Marsan AS / Marriott / McLaren / Mercury / Merkur Development / MFI / MICEX / Microsoft / Millhouse Capital / Miral / Mirax Group / Mobile TeleSystems (MTS) / Moody’s / Molson Coors / Morgans Hotel Group / Mott Macdonald / Mouchel / MR Group / Multiplex Napp Pharmaceuticals / National Grid / Nations Bank / Native Land / NATS / NDA / Network Rail / Nextra / New York University / Nicholson Estates / NIDA Insaat / Nike / Novartis / Nurol GYO Oceanic Estates / Open University / Opin Group / Optima Corporation / Oracle / Orchard Homes / Orchard Street Investments / Oxford Properties Palestra / Panavto / Park City / Pera Gayrimenkul / Peresvet Region Kuban / Pfizer / Phillips / Phoenix Development / Pilsner Urquel / PIK / PPF Real Estate / Premier Inn / Procter & Gamble / Princeton Holdings / Prologis / Protos / PwC Quantum Homes / Qatar Foundation / Quintain RAK Properties / R&R Industrial SAS / Radisson Edwardian / Radisson Blu / Railway Pension Nominees / Ramboll / Red Engineering / Redevco / Reignwood Investment UK / Renaissance Capital / Renova Stroy Group / Reuters / Rezidor / Richemont / Rio Tinto / Robin Oil / Rocco Forte Hotels / Rodrigo Hidalgo / Rönesans Gayrimenkul Yatırım / Rovner Investment Group / Royal Bank of Scotland / Royal Exchange / Royal London / Rublevo-Arkhangelskoye / Rushydro / RWE npower SAB Miller / Safestore / SAP / Savills / Sberbank / Second Watch Factory Slava / Servotel / Schlumberger / Scottish Development Agency / Scottish Widows / Segro / Sellar Group / Seniats / Shell / Sibneft / Sibneftegaz / Siemens / Sir Robert McAlpine / Sistema Hals / Skanska / Skype / Sotheby’s / Southampton Solent University / South Cambridgeshire District Council / Soyak Inşaat / Sparda Bank / Standard Life Investments / St John’s College, Cambridge / Staropramen Breweries / Stephenson Harwood / Stolny Grad Development / Stone Brewing / Strelka / Sumitomo Mitsui Banking Corporation (SMBC) / Sun Microsystems / Suse Linux / Swan Operations / Symantec / Syngenta International Tahincioğlu Gayrimenkul / Talan / Takeda / TAT Immobilen / Taylor Wimpey / TDIC / TechInvest / Tekar / Tekfen Emlak / Tenkhoff Properties / The London Clinic / The Mercers’ Company / The Royal College of Surgeons of England / The Royal St George’s Golf Club / Tiffany s.r.o. / Tishman Speyer / Tonstate / Transport for London / Trinity College, Cambridge / Trinity Hall / Türkiye Finans Katılım Bankasi UGMK Holding / U+I / UK Expo Pavilion 2020 / University of Cambridge / University of Sheffield Vakifbank / Vesper / Vestas / Vinci Construction / VMWare / Vodafone / Voreda / VTB Capital Bank / Vysota Wates / Welbeck Land / Westminster City Council / White & Case / Willis Group / WPP Zamania / Züblin / Zurich Insurance Group Chairman’s statement and corporate governance Directors Five year summary Corporate information Strategic report Directors’ report Statement of directors’ responsibilities Independent auditor’s report FINANCIAL STATEMENTS Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Company statement of financial position Consolidated statement of cash flows Company statement of cash flows Consolidated statement of changes in equity Company statement of changes in equity Notes to the financial statements SHAREHOLDER INFORMATION 27 28 - 29 30 30 31 - 40 41 - 44 45 46 - 50 51 52 53 54 55 56 57 58 59 - 99 100 4 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 5 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 CHANGES TO PLC BOARD This year has seen some changes to the Plc Board. Tony Simmonds has retired as non-Executive Chairman, a position he held from 2012-2019 through some very challenging conditions. Raúl Curiel, a former director of the practice and a former Plc Board Member, has now been appointed non- Executive Chairman. Antony Barkwith joined the practice, and the Plc Board, in 2019 as Group Finance Director & Company Secretary; Beverley Wright has stepped down from the Plc Board and has taken the role of Director of Corporate Finance & Strategy. Clive Carver has joined the Board as non-Executive Director. We thank Tony and Beverley for their hard work and welcome Raúl, Antony and Clive to the Board. Details of the current Plc Board can be seen on pages 28-29. News and highlights p18 BCO AWARD FOR NO2 FORBURY PLACE We are delighted that No2 Forbury Place, Reading was announced winner of the BCO (British Council for Offices) Regional Award for Best Commercial Workplace (South of England & South Wales) in May 2019. The 230,000sqft building, for owners M&G and development manager Bell Hammer, is the final part of our award-winning new landmark office development in the Thames Valley that brings Central London quality to Reading. Tom Alexander and the studio have been progressing our R+D into hybrid industrial and residential developments, with projects across London and the south east creating opportunities for employment, homes and value, and gaining support from a range of landowners, developers and local authorities . . . see page 18 HERITAGE AWARD FOR TEN TRINITY SQUARE In July 2019, our project at Ten Trinity Square, developed by the Reignwood Group, was announced as the winner of London’s prestigious annual City Heritage Award. The award, jointly nominated by the City Heritage Society and The Worshipful Company of Painter-Stainers is given to the best Conservation or Refurbishment project in the City of London. Aukett Swanke has won the City Heritage Award on three previous occasions, making the practice the most awarded since the scheme started in 1978. In 1980, for the Union Discount Company on Cornhill and in 1992 for the restoration of the Royal Exchange (to which we are still architect today) - on both occasions as Fitzroy Robinson and Partners, one of our founding practices. In 2002 Swanke Hayden Connell’s (also a founding practice) new headquarters for Merrill Lynch on Newgate Street was the recipient. We are proud that our approach to active conservation and the custodianship of a number of significant heritage sites and projects in London and beyond has been recognised in this way yet again. Aukett Swanke have been placed 64th in the Building Design 2020 World Architecture 100 League Table, up three places from 2019. This also places us as the sixth largest UK registered practice on the table. Aukett Swanke were placed in 59th position in the 2019 Architect’s Journal AJ100 League Table, based on UK staffing levels. This demonstrates the studio’s resilience and creativity in navigating challenging market conditions, and we look forward to improving on this position in the years to come! p14 In October 2019, Aukett Swanke Moscow was sold to Maxim Neretin, a Russian national and owner of Aurora Group (another Moscow based architectural practice), and with whom the Group has previously co-operated on design projects. The sale will result in inter-company loans being repaid to the Group and, under the terms of a licence arrangement, enables AS Moscow to continue to trade as Aukett Swanke. Robert Fry, Managing Director - International explains how this will allow the Group’s brand to endure in this important market . . . see page 14 6 7 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 AM TACHELES MASTERPLAN, BERLIN On September 19th pwr development and guests including the past mayor of Berlin, Klaus Wowereit, celebrated laying the foundation stone for the new Am Tacheles city quarter with apartments, offices, shops, restaurants and a place for art and culture, which is due for completion by the end of 2022. AUKETT + HEESE and Herzog & de Meuron are partner architects. The heritage listed Kunsthaus Tacheles building is being renovated and rebuilt for cultural uses by AUKETT + HEESE as general planner, with Herzog & de Meuron. Owner is Aermont Capital. Successful planning consents have been achieved for the refurbishment and extension to the Asticus Building in London SW1, for AXA Investments; the STEAMhouse project for Birmingham City University - a hub for creative start-ups, and for a new Village Hotel at Cambridge Science Park. This year, Aukett Swanke was ranked 87th in Building’s 2019 Top 150 Consultants, and at 29th in the Top 50 Architects list A HAT TRICK OF AWARDS FOR VERETEC PROJECTS Three of Veretec’s projects, for which they were Executive Architects, have won prestigious awards recently. In November 2019, their project with Hopkins Architects for the new King’s College Music School, Wimbledon was announced winner at the 2019 AJ Architecture Awards for the Best School Project; two days earlier, their refurbishment of the Grade II Listed Langley Park Hotel & Spa, Buckinghamshire (with Dennis Irvine Studio) was awarded Best Hotel Conversion at the AHEAD Europe Hospitality Awards. In September, The Green House, London E2 scooped the AJ Retrofit Award for Offices (5,000sqm and over). Veretec worked alongside Waugh Thistleton Architects for the redevelopment of a 1960s office building for the Ethical Property Company. The building is part refurbishment and part mass timber extension, built in line with the Ethical Properties’ sustainability policy. It was designed and delivered to reduce negative impact upon the environment by maximising the use of natural resources and renewable energies. ALAIA SHORTLISTED IN INTERNATIONAL INTERIORS AWARDS Our flagship store for Azzadine Alaia at 139 New Bond Street, London W1 was shortlisted in the 2019 FX International Interior Design Awards in the Retail Space category. The store, for client Richemont, is designed as a showcase for the renowned couturier’s fashion and merchandise. An elegant new timber shopfront is set into the retained and restored granite arch on the New Bond Street facade, and the restrained and minimal interior is populated by a series of bold sculptural interventions including a dramatic steel spiral staircase with a clear glass balustrade which links all three principal retail levels and is the primary visual focus as you enter the store. p22 Nicholas de Klerk, one of our hotel specialists, was recently invited by New London Architecture (NLA) to contribute to their annual research report on London’s hotels, ‘London Hotels : Expanding Social Spaces’, which looks at current trends and challenges that the industry faces, concentrating on public spaces within hotels and how they ‘contribute to the city as a whole’. His article deals with the conversion of heritage properties into hotels, focusing on our work at the Four Seasons Hotel at Ten Trinity Square . . . see page 22 ANDREW MURDOCH RETIRES A long serving director of the practice retired in 2019. Andrew Murdoch joined the practice in 1984, first working in our Cambridge studio which he later came to lead, and then moving to the London studio where he became Chairman of Fitzroy Robinson in 1993. He was an Executive Director of the Plc Board from 2013-2017. He had extensive experience in retail and heritage design of all types and contexts, and a passion for large, mixed-use urban regeneration projects, working on a number of significant buildings in London’s West End and the UK regions, including the flagship Fenwick store in Bond Street, Alfred Dunhill in Mayfair, and the refurbishment of the Grade I Listed Royal Exchange in the City of London. His considerable experience in negotiating valuable planning consents in sensitive locations made for some very successful outcomes. During his career, he had a strong and enduring client following, many of whom he had known and worked with for decades, and was known for operating as an in-house champion of the clients’ interests, understanding their commercial needs. Andrew sat on the board of management of the British Council of Offices for 12 years. We wish him a long and happy retirement! 8 9 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Recent and current UK projects 1 2 3 4 5 6 10 7 8 9 10 12 13 11 14 Baltic Wharf, Paddington Basin, London 1 The Featherstone Building, London EC1 (Veretec) 2 Village Hotel, Cambridge Science Park 3 CRL Building, Brighton (Veretec) 4 5 The Green House, London E2 (Veretec) 6 Mixed use Masterplan, Thames Valley 7 Social Hub, West London 8 Office Development, Bristol 9 Science Park Reinvention 10 Forbury Place, Reading 11 STEAMhouse, Eastside Locks, Birmingham 12 Reception Study, London SW1 13 Residential / Industrial Hybrid 14 Edward Street Quarter, Brighton (Veretec) 11 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Residential Development, Middle East Verti Music Hall, Mercedes Platz, Berlin 1 2 Umspannwerk, Kreuzberg 3 4 OC Repy Retail Centre, Prague Gropius Passagen, Berlin 5 6 Residential Development ‘Klokovo’, Moscow 7 Hotel, Mercedes Platz, Berlin 8 Samanea Mall, Dubai 9 Hilton DoubleTree Hotel, Omsk 10 Quartier 52o Nord, Berlin-Grűnau 11 Shindagha Museum, Dubai 12 Living Lyon Residential, Frankfurt 13 Sanofi, Istanbul 14 VMWare, Sofia 2 1 3 4 5 6 7 8 Recent and current international projects 9 12 10 11 13 14 12 13 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 A Russian Epic: 1989-2019 BY ROBERT FRY MANAGING DIRECTOR - INTERNATIONAL The first thirty years of our history of working in the Russian Federation contain all the elements of a Tolstoy epic; a meeting of political leaders in 1989 that began the practice, turbulent ‘Wild East’ years of the 1990s, a boom then a bust in the noughties followed in the last decade by a merger of two great companies amidst an economic collapse, oil price crash and US / EU sanctions. The end of the decade finally saw a period of relative stability, through which our survival in this important market has enabled us to plan and secure a long term future for our Russian operation in the next chapter of this story BEGINNINGS AND LANDMARKS The unbuilt British & Soviet Trade Centre, the brainchild of Mikhail Gorbachov and Mrs Thatcher, designed by Mikhail Mandrigin in 1989 led to the setting up of our first studio in Moscow in 1994. This office completed landmark projects such as the refurbishment of the historic GUM department store in Moscow and the award winning Corinthia Nevsky Palace Hotel in St Petersburg, after which time the studio became Aukett Fitzroy Vostok (AFV). BRITISH & SOVIET TRADE CENTRE ARCUS III, MOSCOW On a parallel track Swanke Hayden Connell International (SHCIL) began designing apartments and remodeling country houses for the new wealthy Russian elite both in Moscow and the UK from the mid-1990s setting up its first office in Moscow in late 2004. Many award winning commercial architecture and interiors projects followed including the Arcus III Business Centre, the exclusive ‘Mone’ Residential tower and ground breaking fit-outs for British American Tobacco, Renaissance Capital and RusHydro, the state water company. The Aukett Fitzroy Robinson and Swanke Hayden Connell International (AFR/SHCIL) merger in December 2013 was swiftly followed by the Crimea crisis in 2014 and led to huge exchange rate fluctuations, US / EU economic sanctions and a recession in the economy compounded later by the unexpected worldwide collapse of the oil price. During these turbulent years we launched the ‘Aukett Swanke’ brand in 2015 culminating in the creation of ‘Aukett Swanke OOO’, a fully Russian entity superseding both the AFV ZAO and SHCIL branch entities in 2016. RUSHYDRO, MOSCOW MONE RESIDENTIAL TOWER, MOSCOW 1989 BRITISH & SOVIET TRADE CENTRE - FITZROY ROBINSON 1994 FITZROY ROBINSON OPENS STUDIO IN MOSCOW 2004 SWANKE HAYDEN CONNELL INTERNATIONAL OPENS STUDIO IN MOSCOW 2013 MERGER OF AUKETT FITZROY ROBINSON AND SWANKE HAYDEN CONNELL INTERNATIONAL 2015 LAUNCH OF AUKETT SWANKE OOO - KNOWN AS AUKETT SWANKE MOSCOW 2019 SALE OF AUKETT SWANKE MOSCOW TO AURORA GUM, MOSCOW CORINTHIA NEVSKY PALACE HOTEL, ST PETERSBURG 14 15 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The next chapter of this epic endeavour therefore sprang into existence on 11th October 2019 when ASG sold AS Moscow to Maxim Neretin under the terms of a licence arrangement. This enabled AS Moscow to continue to trade as a leading international architectural design firm whilst being co-located within Aurora Group’s premises alongside their professional teams. This transition also safeguarded our senior management and design team including Tom Nugent and Larisa Ligay with whom our UK business is collaborating on several current enquiries. Current projects undertaken by both Aurora and AS Moscow include the master plan and design of a science and technology campus in Surgut and a commercial office park in Klokovo in south west Moscow. The fulfilment of this strategy has enabled us to endure in this important market and provide a means of offering our clientele in the Russia Federation a full range of project design and delivery services in future, a model that ASG has successfully developed and offered in the UK, UAE and Europe over many years. ROBERT FRY AND MAXIM NERETIN, WITH TOM NUGENT AND LARISA LIGAY TECHNOLOGY CAMPUS, SURGUT ITAR-TASS, MOSCOW ‘. . . combined the potential of an established international brand in Aukett Swanke with Aurora’s successful 100 strong multi-disciplinary architecture, engineering and project management platform . . .’ JTI, MOSCOW Even in such an adverse economic environment the new studio completed the master planning and design of the ‘Azimut’ 5000 room resort hotel development in Sochi in time for the 2014 Winter Olympics, the Vavilova 4 residential complex and the JTI HQ interiors at the Moscow City development. As international investment stalled until the end of the decade our strategy turned to establishing our international profile in regional cities and through collaborations with other architects. Projects for a major residential tower project in Perm, Siberia, master planning and design concepts for projects in Omsk, Toblosk, Tumen and Sakhalin Island raised our presence in the local market and significant collaborations included the refurbishment of parts of the historic 1970s Russian News Agency’s ITAR-TASS building with the Aurora Group and the completion of the exclusive Kosygina luxury apartment complex with Mikhail Belov. AZIMUT HOTEL, SOCHI 2020 - A NEW FUTURE As the new decade beckoned and with Russia experiencing a period of relative stability and slowly improving economic fortunes our strategy during 2019 turned to finding a more certain future for AS Moscow and the local team. Our Board was of the view that the operation would perform better under local ownership and so we sought a suitable partner. Having previously co-operated successfully on design projects with Maxim Neretin, a Russian national and owner of the Aurora Group, we entered into discussion regarding a new collaborative future and both found what we believed to be a perfect opportunity. This combined the potential of an established international brand in Aukett Swanke with Aurora’s successful 100 strong multi-disciplinary architecture, engineering and project management platform which proved irresistible. 16 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 17 The Rise of the Hybrids “Could you have a think about mixing industrial and residential?” we were asked by a development contact of ours. As an innovative and entrepreneurial studio we were immediately curious and naturally challenged by the concept, and put our minds to the question and started to sketch out the issues to be addressed. Noise, pollution, access and perception emerged quickly and obviously; but so too did the realisation that the idea could create multi levels of real estate, new aerial plots over existing ones - essentially to address the growing needs to save a city’s service buildings whilst adding to its provision of places to live. This opportunity therefore aligns exactly with London’s ambitions at both central government and council level, whilst also revealing new levels of value to existing urban sites. The industrial sector is booming in the UK and internationally in its traditional forms, by adding multi level industrial buildings to the market, and with a keen interest in urban sites which are either saved or made available by a Hybrid approach. So for the last three years, we have been exploring and developing urban intensification master plans and mixed use buildings across London and beyond, starting with existing industrial sites and redesigning them to retain the same type of employment businesses, but then adding residential and other commercial uses. These different typologies are blended through careful public realm design, with rigorous infrastructure strategies to keep conflicting elements apart. Key to the innovative approach we have developed is not to compromise on the industrial design facilities or the residential experience, both needing to be as good as if not better than general market standards, with the public realm integrating the mixed inhabitants with the wider local community. This design process takes the form of a three-dimensional and intellectually rigorous exploration of the site, brief and multi use multi level ideas testing. BY TOM ALEXANDER DIRECTOR MID TECH, ALCONBURY The reason we were asked the initial question about mixing uses came from the market’s knowledge of our experience of both industrial and residential architectural design. Our residential experience is extensive both in the UK and internationally, and our industrial projects include the highly sustainable reinvention of the retail shed for M&S in Cheshire, and a Distribution Centre for Adnams in Suffolk with the largest green roof in the UK on completion. ADNAMS DISTRIBUTION CENTRE, SOUTHWOLD M&S FLAGSHIP STORE, CHESHIRE OAKS Refreshing the traditional shed into a Mid Tech was a highly significant design experience for us when looking at urban industrial sites to integrate them into newly blended areas that include residential communities. The process ignited our passion, expertise and insights into the industrial building sector and its significant potential. The question of mixing residential and industrial led to an invitation to work with Segro on the concepts of urban hybrids, including multi level industrial and combinations of both at master planning and building scales. Our approach not to compromise on the industrial or residential designs but rather to blend their best market attributes with existing and new public realms, appealed to Segro and potential residential stakeholders. This phase of work included developing strategies and designs on a number of large existing industrial sites, including one with Network Rail in Battersea, exploring and unlocking railway sidings, arches, bus depots, relocating batching plants and creating multi level industrial additions, and ultimately integrating new residential clusters with vital public realm routes and amenities at ground floor and podium levels. We call this 3D master planning. “ . . . integrating this agile and more outward looking industrial building type into urban communities becomes positively feasible” Following these projects we were asked to refresh the traditional industrial shed typology by Urban + Civic in Alconbury, Cambridgeshire. We did this by retaining the primary and highly efficient building elements of a shed and strictly adhering to the industrial tenant’s specifications, whilst improving the people experience inside and around them, integrating them more with the wider community. Often hidden behind screens and landscape forms, we opened up the front facades to the communal spaces, putting their front doors onto the village green, whilst segregating their service routes and yards away and out of sight. An enhanced industrial building today is like a biosphere, able to accommodate most building typologies and planning classifications. We have designed them for high and mid tech industrial uses, contemporary workplaces, education institutions, a fire department HQ and a multi use 3D Village, always providing visibility of parts of the activities inside and views out for the tenants, directly connecting the business with its community. So integrating this agile, and more outward looking, industrial building type into urban communities becomes positively feasible. 18 RESIDENTIAL / INDUSTRIAL HYBRID AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 19 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 RESIDENTIAL / INDUSTRIAL HYBRID As our hybrid design experience in London has grown we have also been invited to consider out of town sites for co-location of industrial and residential, the reinvention of science parks to include labs, workplace, industrial uses and residential provision, and recently a self-powering hydroport in Wales with vast public recreational water facilities and a landscape driven industrial region. We believe that our design approach is exemplary and uniquely advanced for this new area of urban intensification, supported by many of London’s key stakeholders. So the answer to the question was a resounding yes, we will consider Hybrid Design, we did and we keep exploring and developing the designs in London and the UK. The design approach is also naturally exportable so we are open to exploring the value and enhancement of previously unseen potential on international sites. MULTI USE EXPLORATIONS : PADDINGTON BASIN We have now explored hybrid or intensification designs for over 20 sites across north, south, east and west London, each with different scales, characteristics and requirements, but all retaining the equivalent industrial employment levels whilst adding considerable levels of living, hotel, retail, workplace and / or additional multi level industrial accommodation. Again this is driven and blended with the public realm. One of our more innovative project wins, near Heathrow Airport, is designing a hybrid of three million square feet of industrial use below ground with a public park above. These two communities, industrial and recreational, will be integrated to enhance and inspire each other, creating a new type of urban landscape and subterranean dwelling. We have also been working on Wharf sites to retain their safeguarded status as working river served businesses, and are currently the Hybrid Architect on Orchard Wharf in Tower Hamlets. Our clients for these industrial intensification hybrids include Segro, Marcol/Isec, Royal London Asset Management, London Borough of Southwark, Network Rail, LBS, Regal London, Freshwater, Formal Investments, CBRE Global Investment, Iron Mountain, GMI, Travis Perkins and Safestore, along with a range of independent landowners. We have also worked with a range of highly specialist consultants and contractors to challenge and test the thinking, in turn refining the design approach for key developers and landowners of both industrial and residential property. 20 INDUSTRIAL AND RECREATIONAL PARK HYBRID PUBLIC REALM BLENDING HYBRID FRONT DOORS AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 A living heritage: Ten Trinity Square Broadly speaking, there are two approaches to working with historic buildings. That which embraces John Ruskin’s thinking on conservation - the ‘stabilised ruin’ - which brooks no interference with the remains of a structure that might alter its inherent tectonic or material qualities, and that which his French contemporary Eugène Viollet-le-Duc argued for; the full restoration of a structure to a putative and idealised state of completion that may never have existed at any point in the building’s existence until then. Our conversion of the Grade-II Listed former Port of London Authority building at Ten Trinity Square into a new Four Seasons luxury hotel falls firmly into the latter category. The original building was designed by Sir Edwin Cooper and completed in 1922, and is, according to the Historic England listing citation, a ‘large, detached monumental building of Portland stone’ with an imposing four columned entrance portico overlooking Trinity Square Gardens and addressing the Tower Hill World Heritage Site directly opposite. Prior to the recent development, the building had already been substantially altered in its lifetime. It was subject to significant bomb damage during the Second World War in which the courtyard rotunda - formerly a grand rates hall - was completely destroyed, while a main stair core had to be rebuilt after the war. Despite this, the building retains its grandeur and several of the fine interior spaces survive, such as the UN Ballroom - so named as it hosted the reception following the inaugural meeting of that organisation in 1946 - and two wings of timber panelled management suites which were all restored as part of the redevelopment. ‘The building retains its grandeur and several of the fine interior spaces survive’ 22 BY NICHOLAS DE KLERK ASSOCIATE ARCHITECT This article was an invited contribution to the NLA (New London Architecture) Hotels Insight Study - ‘London Hotels : Expanding Social Spaces’ - published in December 2019. In it, Nicholas explains our approach to creating a new hotel, fit for the desires of the 21st century traveller, within the walls of a heritage building. The paper forms part of NLA’s year-round Hotels programme which explores London’s most innovative responses within the sector. When we were appointed to the project in early 2014, shell and core works had already been substantially completed for a previous owner to create new guestroom accommodation lining the original courtyard, four levels of rooftop apartments designed for modular construction, as well as a new structure in the courtyard that would eventually house the rotunda lobby bar with a new function room above. We redesigned the hotel for our client Reignwood within the building as we found it but went through a process of auditing and reconsidering previous assumptions. We reduced the number of guestrooms that had previously been provided for, restoring those within the five metre high ground floor spaces to their original proportions. This enabled us to deliver spaces and accommodation much more in keeping with the historic building. The individual aspirations and requirements of a complex stakeholder body, including client, developer and hotel operator have to be carefully balanced in a project such as this. Undertaking this task in the context of a Grade II listed building brings a whole set of other constraints that need to be addressed. The wide variety of uses that hotels tend to accommodate - sleeping accommodation, restaurants, workspace and leisure environments - tends to demand large and sometimes unwieldy consultant teams which brings a particular dynamic to a project. Clear leadership and sensitive diplomacy might seem to contradict one another, but deployed hand in hand, are fundamental to the successful design and delivery of a project such as this. page 24 > AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 < page 22 GUESTROOM VIEW UP FROM NEW PANORAMIC LIFT Interior design is a crucial element of a hotel scheme, given how fundamental it is to the guest experience. This can be a double handed issue in hotels converted from historic buildings, which routinely have space of a character and a quality that can be challenging to replicate today. This character lends the sought-after quality of authenticity prized by landmark hotels, but is one which comes with attendant risks for the hotel interior. If the scheme is too timid, it risks being underwhelming and insipid viewed alongside its host building; too strong and it risks competing with the historic space and devaluing both. The approach to interior design here is best understood as one of emphasis, of light and shade, understanding the spaces in which the design needs to work harder and where it needs to hold back. Ten Trinity Square had six international interior designers working on different areas of the building and in addition to acting as lead architect; Aukett Swanke also delivered the interior schemes. This enabled us to ensure parity with Four Seasons operational and design standards across the hotel, carefully integrating them with the architecture and the required services, in careful cooperation with City of London planners and conservation officers. 24 ‘Clear leadership and sensitive diplomacy . . . are fundamental to the successful design and delivery of a project such as this’ ROTUNDA LOBBY BAR Standout spaces include the rotunda lobby bar with its plaster frieze, handcrafted in one-metre-wide sections in a Paris garret, and the Latour Room in the club which blends the atmosphere of the historic panelled interior with the sparse drama which characterises the wine cellars of its namesake. The conversion of the former Port of London Authority building into a new Four Seasons Hotel is a large and complex project which has successfully extended the useful life of what was essentially a commercial office building. This was only achieved with the support of a committed client, a skilled and experienced design team working alongside equally skilled specialist and general contractors, artisans and suppliers. Dialogue and collaboration have enabled the evolution of a dramatic and historic building from one that owes its existence to London’s historic trade links into one that speaks to how those links have evolved in twenty first century London. MEI UME RESTAURANT THE LATOUR ROOM 25 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 ‘These results are a testament to the positive attitude of all our staff as we have emerged from a difficult trading environment; the Board is grateful to all concerned for their resilience. The strong second half performance augurs well for the next financial year, particularly so, given the recent resolution of electoral and Brexit related uncertainty. With a leaner and more stream-lined group now in place, after last year’s focus on costs and the disposal of the loss-making Moscow operation, we look forward to improving fortunes for the Group in 2020’ Nicholas Thompson Chief Executive Officer Financial highlights • Major financial turnaround • Profit before tax restored at £292,000 (2018: Loss £2.54m) • Introduction of new segmental reporting • All three geographic hubs in profit before central cost allocation • Revenue up 7.7% to £15.49m (2018: £14.38m) • Net funds grew to £820,000 (2018: £157,000) • Profit after tax rose to £332,000 (2018: loss £2.37m) • EPS returned to positive at 0.21p (2018: loss 1.42p) Operational highlights • BCO award for Best Commercial Workplace • Veretec projects’ win: Best School project (King’s College Music School), Best Hotel conversion (Langley Park Hotel & Spa) at AHEAD Europe awards, AJ100 Retrofit Award (‘The Green House’, E2) • Flagship store ‘Alaia’ in New Bond Street for Richemont shortlisted 2019 FX Interior Design Awards • Return to continuing instructions in the UK office market • Successful sale of Moscow operations - post year end Chairman’s Statement & Corporate Governance Raúl Curiel Chairman 29 January 2020 I am delighted to report to you in my first year as Non-Executive Chairman, particularly as I believe the results set out in this report mark a turning point in our recent fortunes. For the benefit of shareholders not familiar with me I am by training and inclination an architect, having spent 40 years in the profession of which 36 were with our Company. I also hold 5.6% of the Company’s equity. I am therefore focused not only in maintaining the high quality of the services that we provide to our clients but also, to have that quality reflected in the Company’s share price; something I do not believe is the case today. As you will see as you read through the Report, our management team led by Nicholas Thompson, has performed strongly in difficult market conditions to restore the Group to profitability. I am confident of further positive progress under his leadership. In addition to a turnaround in profitability from a loss of £2.54m in 2018 to a profit of £0.29m this year, we have also improved our cash management, ending the year with a healthy balance of £0.82m in net funds. While it is too soon to restore dividend payments, this remains a high priority for the Board. Since the last Annual Report there have been several Board changes in addition to mine. The first was the retirement of my predecessor, Anthony Simmonds and, I would like to take this opportunity to pay tribute to his many years of service. Secondly, I wish to welcome our new Group Finance Director Antony Barkwith to the Board. Tony has been with the Company for 15 months now and I am pleased to report that he has made a strong start. Finally, I also welcome Clive Carver, who joined the Board in May 2019, as a Non-Executive Director. The prime focus of the new Board is to work to make sure the Company’s many positive attributes are reflected in its valuation. While our fortunes will always be subject to market conditions, I look forward to the remainder of 2020 and beyond with renewed confidence. ‘ . . . our management team led by Nicholas Thompson, has performed strongly in difficult market conditions to restore the Group to profitability’ 26 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 27 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Board of Directors Raúl Curiel Non Executive Chairman *+ # BA(Hons) MArch Aged 73 Nicholas Thompson Chief Executive Officer # BSc(Hons) MBA Aged 65 Antony Barkwith Group Finance Director & Company Secretary ^ ACA MPhys(Hons) Aged 39 retirement Raúl’s extensive career as a professional architect spanned some 40 years before his from Aukett Fitzroy Robinson in 2015. During this period, he delivered over 300,000sqm of space in Central London, throughout the rest of UK and internationally, specialising in the design of large-scale Corporate Offices, Business Parks and Master Planning. As well as a practising architect, he has been Chairman of Fitzroy Robinson, its European Managing Director of successor Aukett Fitzroy Robinson, and subsequently a non-executive director of the Group until 2010. Nicholas became Group CEO in 2005 and has 35 years of experience in property and consulting organisations; twenty-five of these with Aukett Swanke. During his career with Aukett Swanke he has held the position of Finance Director moving on to become Managing Director in 2002. He holds a master’s degree in Business Administration from City University and currently sits on the Cass MBA Advisory Board. He is also a qualified accountant. In 2015 he became a non- executive director of the Wren Insurance Association Limited, a mutual Insurer for architectural practices. He was appointed Non-executive Group Chairman in 2019. Nicholas is responsible for the Group’s strategic direction. Tony is the Group Finance Director of Aukett Swanke Group Plc. He joined the Group in November 2018 as Group Financial Controller, was promoted to Group Finance Director (non-Board) in April 2019, and was subsequently appointed to the Board on 9th July 2019. Tony is a Chartered Accountant, having qualified with BDO LLP, and has a master’s degree from the University of Warwick. He was previously Group Financial for Advanced Power, an Controller international generation power developer, owner and asset manager, working there from 2010 until 2018. Robert Fry Executive Director & Managing Director - International ^ BA(Hons) DipArch MA RIBA Int’l AIA Aged 63 Robert was appointed to the Aukett Swanke Group Plc Board in March 2018, retaining the role of Managing Director – International. He graduated with a Diploma in Architecture from Sheffield University becoming a qualified Architect during his 6 year career with Milton Keynes Development Corporation. In 1987 Robert became a founding member of Swanke Hayden Connell’s London office joining its Board in 2002, becoming Managing Director of the UK and Europe group in 2005. His 35 years of property and construction experience covers many sectors in the disciplines of master planning, architecture, interior design and workplace consulting. In recent years he has participated in the evaluation of the ASG businesses and senior management teams, mergers and acquisitions and corporate governance initiatives geographic locations. across all 28 He currently has a strategic role working closely with the CEO and GFD in the development of the Group’s operational strategy. John Bullough Non Executive Director +*# FRICS Aged 69 Clive Carver Non Executive Director +*#^ FCA FCT Aged 59 John joined Aukett Swanke as a non- executive director in June 2014. He has over 45 years of international experience in property development and investment. Following 18 years with Grosvenor, John joined ALDAR Properties PJSC in Abu Dhabi and was their Chief Executive until November 2010. He is a Fellow of the Royal Institution of Chartered Surveyors and is a past president of the British Council of Shopping Centres. Clive joined the board in May 2019. He is the Executive Chairman of AIM listed Caspian Sunrise PLC and non-executive chairman of unlisted Airnow PLC. He is an experienced AIM non-executive director who spent 15 years as a Qualified Executive with a number of City broking firms and was until 2011 Head of Corporate Finance at finnCap. He qualified as a Chartered Accountant with Coopers & Lybrand and has worked in the corporate finance departments of Kleinwort Benson, Price Waterhouse, Williams de Broe and Seymour Pierce. He is also a qualified Corporate Treasurer. BOARD COMMITTEES * Member of the Audit Committee chaired by Clive Carver + Member of the Remuneration Committee chaired by John Bullough # Member of the Nomination Committee chaired by Raúl Curiel ^ Member of the Internal Controls and Risk Committee chaired by Clive Carver 29 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Five year summary Strategic report The Directors present their Strategic Report on the Group for the year ended 30 September 2019. Years ending 30 September 2019 £’000 2018 £’000 2017 £’000 2016 £’000 2015 £’000 Total revenues under management1 31,505 31,950 34,583 30,379 27,553 Revenue 15,492 14,380 18,395 20,841 18,668 Revenue less sub consultant costs1 13,711 13,094 16,070 18,410 16,886 Profit / (loss) before tax Basic earnings / (losses) per share (p) Dividends per share (p) Net assets (as restated) Cash and cash equivalents2 Secured bank loans Net funds3 292 0.21 - 4,514 1,145 (325) 820 (2,544) (1.42) - 4,136 710 (553) 157 (325) (0.20) - 6,761 960 927 0.47 0.18 7,189 1,839 (776) (1,049) 1,870 1.00 0.22 6,251 1,873 - 184 790 1,873 1 Alternative performance measures, refer to page 37 for definition 2 Cash and cash equivalents includes cash at bank and in hand less bank overdrafts 3 Net funds includes cash at bank and in hand less bank loans and overdrafts (see note 21) Corporate information Company secretary Antony Barkwith cosec@aukettswanke.com Registered number England & Wales 2155571 Share registrars Equiniti www.equiniti.com 0121 415 7047 Auditors BDO LLP www.bdo.co.uk Investor / Media enquiries Chris Steele 07979 604687 30 Registered office 10 Bonhill Street London EC2A 4PE Website www.aukettswanke.com Nominated adviser and broker finnCap www.finncap.com Bankers Coutts & Co www.coutts.com Solicitors Fox Williams www.foxwilliams.com t Strategy We are a professional services group that principally provides architectural design services along with specialisms in master planning, interior design, executive architecture and associated engineering services. Our strategic objective is to provide a range of high quality design orientated solutions to our clients that allow us to create shareholder value over the longer term. At the same time we aim to provide an enjoyable and rewarding working environment for our staff. The cyclical nature of the markets in which we operate gives rise to peaks and troughs in our financial performance. Management is cognisant that our business model needs to reflect this variable factor in both its decision- making and expectation of future performance. In both 2017 and 2018, the markets in which we operate were subject to some significant challenges, including: the onset of Brexit and the uncertainty created around decision-making; a number of competition losses; a one-off property cost due to our UK office move and; finally significant bad debt provisions in our Middle East operation the effect of which resulted in losses in both years. Consequentially our strategy in the short term has been to mitigate the impact of such challenges and not to pursue any new acquisitions which, in part, had contributed to some of the losses previously sustained. The strategy in the next period is to consolidate the improvements that we have made to our operations and optimise our current platform with consideration being given to the value added by each entity. t Business Model We operate through a three hub geographical structure covering: the United Kingdom with our head office in London; the Middle East (United Arab Emirates) with offices in Dubai, Abu Dhabi, Al Ain and Ras Al Khaimah; and Continental Europe with four offices in Berlin, Frankfurt, Istanbul and Prague. Our former operation in Moscow was sold after the year end. UK Continental Europe Middle East We are primarily focused in the mixed-use commercial property markets including offices, hotels, retail shops and malls, specialist industrial and larger residential schemes. Our Clients, therefore, are: Institutional Investors such as large insurance companies and finance houses; private development companies who are the upper tier in the markets in which we operate and; construction companies who require our services during the site phases of project delivery. The United Kingdom hub comprises three principal service offers: comprehensive architectural design including master planning; along with interior design and fit-out capability and; an executive architectural delivery service operating under the ‘Veretec’ brand. Our Middle East business comprises a number of registered companies which are now marketed under a common brand ‘Aukett Swanke’. The service offers within the region include architectural and interior design, post contract delivery services including architect of record and engineering design and site services. Increasingly these separate activities are being combined as a single multidisciplinary service as demanded by this market and we are now well placed to offer such a ‘one-stop shop’ service. Additionally, we can tailor our services to different pricing points as a result of our varied staff profile, offering services from high design through to site inspection. The Continental European operations are all separately managed by local directors (with main board oversight), operating through wholly owned subsidiaries, associates, joint ventures and, a Licensee structure. The services offered are consistent with the other two hubs. Entities within this hub provide additional drawing services to the larger operations in order to optimise both local and group resources. All operations cover new buildings, refurbishments and historical properties for conversion or repurposing. As a Group we now have a total average full time equivalent (“FTE”) staff contingent of 305 (2018: 330). We are ranked by professional staff in the 2020 World Architecture 100 at number 64 (2018: 67). In order to provide greater transparency of our underlying trading performance the new segmental analysis separates out Central Costs from operating subsidiary results to show underlying trading pre management charges and, to highlight the full cost of running the Group. Under the previous disclosure Central Costs were weighted towards wholly owned operations, with smaller management charges borne by joint ventures and associates and on whom the Group relied for their contribution in the form of dividend income to cover their associated central cost. The Board believes that this revised approach to segmental reporting provides shareholders with greater understanding of the relative performances of the geographies that make up the Group and removes inconsistencies in overhead reporting and recovery from each operation. Therefore all profits figures referred to under Group activities reflect operating profit before management charges, except where noted and not, profit before or after tax. 3131 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Group Activities and performance Performance in the period shows revenue growing by 7.7% to £15.49m (2018: £14.38m) and revenue before sub consultants rising by £613k to £13.71m (2018: £13.09m). However, costs fell significantly and we achieved a profit of £292k following the loss in 2018 of £2.54m. The segmental analysis shows that each geographic hub either reversed a loss or increased a profit with Central Costs falling in the same period. A financial success all round. Cost reductions were achieved across expenditure lines. A reduction in our headcount saved £600k during the year and our property costs fell by nearly £500k much of which was due to one-off property relocation costs in the UK in 2018. Finally, we saw a large reduction in other operating expenses following a £440k reduction in bad debt provisions plus £80k of favourable exchange rate gains primarily due to the movement of the GBP:AED exchange rate on intercompany loan balances denominated in AED. Post tax profit has benefited from a £218k tax credit arising from an R&D tax claim for the two previous years (2016/17 and 2017/18) in the United Kingdom; with the resulting cash being received after the year end. Whilst future tax credits have yet to be established we believe that similar tax credits should be available in the future. As such our EPS has returned 0.21 pence per share compared to a loss in 2018 of 1.42. As mentioned earlier, cash improved dramatically by the year end and stood at £1.15m (2018: £710k) which, with the reduction in the long term acquisition loan of a further £228k, resulted in net funds standing at an impressive improvement of £820k (2018: £157k). A large portion of this improvement came from our more systematic collection regime in the Middle East and from general cost savings around the Group. Total revenues under management were £31.50m (which includes 100% of our joint ventures and associate’s revenue) (2018: £31.95m). Of the 305 FTE staff (2018: 330) some 115 FTE staff (2018: 126) are employed by our joint ventures and associate so the income and costs attributable to them are not reflected in the consolidated revenue or expense lines. More detailed financial information is given on page 35. t United Kingdom For the first time in three years revenues rose and ended the year 10.5% higher at £7.45m (2018: £6.74m). This reflects a fairly difficult opening six months but then a gradual improvement as we progressed through the year; with our client portfolio beginning to become more active again. Interestingly, many developers started to shrug off the uncertainty of Brexit and returned to the speculative development market as underlying demand once again outstripped supply, especially in Grade A office space. This trend augurs well for the current year and, of course, represents a good commercial decision with the benefit of hindsight given the UK election result in December 2019. This point is exemplified by the first of our projects to be cancelled (on Friday 17 June 2016) which has now been fully re-instructed as a £50m regional office HQ with planning submitted in early December, before the UK election. This revenue improvement has been mirrored at the bottom line with the hub’s contribution to Group profit reversing a 2018 loss of £965k to a profit of £451k – a £1.42m turnaround in one year. This turnaround figure comprises not only an increase in revenue of £710k but also cost reductions of £706k and reflects our expectation, as reported in the 2018 results, that the lower operating base would only require a small amount of revenue improvement to achieve a profit. 32 MIXED USE MASTERPLAN, THAMES VALLEY VILLAGE HOTEL, CAMBRIDGE SCIENCE PARK Given the back drop of a decline in revenue in 2018 the projects in 2019 reflected a recovery through much increased levels of new enquiries and an accelerated activity on continuing instructions. Continuing instructions included projects such as Statesman House in Maidenhead for Royal London, a mixed use masterplan; 111 Victoria Street in Bristol for CEG, a 250,000 sq ft speculative office; a number of projects at Cambridge Science Park for Trinity College and a hotel for Village Hotels; Steamhouse at Eastside Locks in Birmingham for Goodman, a faculty building for Birmingham City University, that combines undergraduates, post graduates, entrepreneur start-ups and SME businesses. Newer commissions included the refurbishment of Asticus building in London’s Mayfair for AXA; strategic building studies for Astrea around Berkeley Square in London; Orchard Wharf in East London, a Hybrid architect role for Regal London, a large number of Hybrid feasibilities including studies for Royal London, Travis Perkins, Freshwater, CBRE Global Investment, and others - “beds on sheds” by another name, all around the London boroughs. Interiors enjoyed a number of wins across the capital, including a major West End occupier commercial fit- out shortly after the year end. Elsewhere our Veretec service offer to other architects and contractors continued to grow with commissions from Multiplex, Skanska, Sir Robert MacAlpine, and the delivery of designs by Stiff & Trevellion, Buckley Grey Yeoman, DSDHA and EDS Avantgarde. In addition we were commissioned by Land Securities, Derwent, and Native Land. Lastly and, perhaps the most novel and exciting, was a commission by Miral to design and deliver a new ‘Viewing Walkway and Zipwire ride’ that will traverse the Ferrari World site on Yas Island Abu Dhabi at over 25m above ground and pass thrillingly through the roller coaster – this project will be completed by Spring 2020. In a more stable market environment, with electoral related uncertainty now resolved, and the Brexit process progressing, we expect the UK market to enter a new development cycle from which we’d expect to benefit. t Middle East Revenue rose in the Middle East by £700k (10%) from £6.82m to £7.52m in the period, and costs fell by £410k resulting in an operating profit of £525k (2018: loss £585k). The cost reductions came from all expenditure lines reflecting a concerted effort to streamline the operations, remove duplicate overhead costs and proactively manage the debtor book. This has all been very successful. The three operations (Aukett Swanke, John R Harris and Shankland Cox) all had a good order book positions at the outset of the year but they were all impacted by project delays of one sort or another throughout the year. Only when the very large new Samanea Mall in Dubai was finally given the green light was the operation able to start to recover the losses that it incurred in the first half as this project’s services of architecture and engineering were spread across all operations. Major contributors to revenue this year were varied in their type, geographical spread and scale, reflecting the expertise and diverse nature of our Middle Eastern business. Retail sector commissions included the design and delivery of the 110,000 sq m new build Samanea Market concept for home furnishings in Dubai for the Chinese conglomerate Lesso and, the delivery of a 75,000 sq m Sports Society Mall in Dubai which will be the largest sports mall in the world on completion for Leader. We are continuing the refurbishment of the Al Ain Mall and the extension of another major Shopping Mall in Ras Al Khaimah. Our specialist Hotel skills were further utilised on the refurbishment of the Mercure hotel Dubai - the largest of its brand in the Middle East; continuing work on the 1,555 guestrooms, signature suites and Imperial Club Lounge at Atlantis, The Palm; as well as completing a major refurbishment of the Kempinski Hotel ‘Mall of the Emirates’ Dubai for Majid Al Futtaim. Under Client Frameworks were included a number data, technical and retail projects for Du telecom & Etisalat. The Group has held a long association with cultural and heritage projects in the UAE, such as the World Trade Centre Dubai, and has continued with involvement in the preservation of Sheikh Mohamed Bin Khalifa House and Al Ain Museum in Al Ain and, in Abu Dhabi with the Sir Bani Yas Island Pavilion gateway to the unique nature-based destination alive with wildlife and adventure activities. We have undertaken detailed design, Architect of Record and delivery Services on Shindagha Perfume House a recent addition to the 25 hectare Shindagha Historic District beside Dubai Creek, originally the historic centre of Dubai where the ruling Sheikhs & famous traders lived. Aldar also commissioned the concept designs for several buildings in Abu Dhabi on a site flanked by the Zayed National Museum, Guggenheim and the Louvre. We have been active in varied aspects of design, delivery, Architect of Record and technical evaluation for several pavilions including the UK, USA, KSA and Australia as well as other support facilities for the Expo Dubai 2020. With the Middle East market experiencing a tightening of the purse strings we can foresee 2020 being more competitive than 2019, albeit many consultants have shifted their emphasis to Saudi Arabia where there are a number of mega projects. This shift of resources should dilute the price competition that might otherwise ensue. The outlook for this region remains cautious but we are budgeting an increase in our revenue in the year ahead. Cost management will remain a key focus. t Continental Europe This operation comprises one wholly owned subsidiary, two joint ventures and an associate plus a former wholly owned subsidiary in Russia which was wholly owned throughout the year, and post year end operates under a licensee arrangement following its disposal to a local shareholder. Revenue and costs for the partly-owned entities are not included in revenue or costs in the Consolidated Income Statement; in line with the use of the equity method of accounting only the after-tax result is included in Group income statement. Revenue for the hub (i.e. the Russian and Turkish wholly owned subsidiaries only), declined again, this time by 37% to £516k (2018: £817k). However, the region benefits from total revenues under management of £16.529m (2018: £18.387m) and the hub has built on this greater sum by increasing profitability and making an increased contribution to the Group in the year of £495k (2018: profit £284k). Whilst staff numbers reduced from 132 to 116 the net revenue per FTE technical staff increased by 14.5% to £87k (2018: £76k). SAMANEA MALL, DUBAI 33 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Project completions this year by the Berlin office included the refurbishment and conversion of the Kaufhaus Jandorf in Berlin-Mitte to offices for Mercedes-Benz R&D, the Zoom mixed-use building next to Berlin-Zoo, the Allianz HQ in Berlin-Adlershof and the WinX office tower in Frankfurt, where we were the Executive Architect on all four projects. Other completions include a Premier Inn Hotel in Hamburg and in August 2019 the Campus in a listed heritage electrical sub-station building in Berlin-Kreuzberg sponsored by Google. In Frankfurt the first phases of the refurbishment of the iconic Messeturm building were completed including some tenant fit-outs, along with a banking sector data centre and the Living Lyon residential building. Other completions include a major insurance group fit-out in Cologne and a rollout of branch offices for Commerzbank in Korbach. In Prague significant projects are under way including the refurbishment of the Trikaya OC Repy shopping centre, the first phases of the WPP Bubenska HQ and a logistics building extension for DB Schenker which will continue into 2020. New projects are in early design stages for a shopping centre and major office fit-out in Prague, a logistics centre in Ostrava and data centre projects in Romania. In Turkey a large number of fit-out completions occurred in Istanbul this year for Sanofi, Credit Suisse, Nike, 3M, KPMG and for VM Ware’s HQ Project in Sofia, Bulgaria where further expansion phases continue into 2020. Work also started on an architectural project for a large private house in Istanbul. The Moscow office completed a 20,000 sq m luxury Kosygina residential development, interiors projects for a luxury apartment in Moscow, a Training Centre for Sibur in Tobolsk and a residential complex masterplan for a 40 ha site near Tyumen for Embaevo. The Moscow operation was co-located and transferred into new ownership in October to a Russian National who also owns the Aurora Group, a significant and renowned 100 person strong project management, architecture and engineering practice. t Group Expenditure The Group continued to carefully manage the operational costs of the Plc Company during the current year and, as a result, saved around £100k year on year. £80k of this saving came from an advantageous foreign exchange gain, due to the movement of the GBP:AED exchange rate on intercompany loan balances denominated in AED. t Shareholder base For a small cap company our shareholder register is large with around 2,200 individual shareholders, many with extremely small holdings. This results in disproportionate costs whenever we need to convene shareholder meetings. Around 50% (1,100) of the shareholder register, by number, hold, in aggregate, under 2% (c.3m shares) of the total equity which, at the current market price of 1.95 pence per share has a value of c. £65,000, an average value of just £59 each. For some time the Board has been considering a capital reorganisation to make the register more manageable and to rebase the share price at new level. At an appropriate moment the Board will put proposals to shareholders to implement such action. CREDIT SUISSE, ISTANBUL INSURANCE GROUP, COLOGNE t Summary, Group Prospects and Shareholder Value The action we have taken over the past two years to reduce costs and focus on known income streams in each operation has borne fruit in this set of results. This has especially been the case in the Middle East and the UK. As a result 2019 was a far better year than 2018. Looking forward we can see greater stability in all of our operations, despite the vagaries of both the political and economic environment in which we operate. We hope to build on our current recovery and expect to grow our profit level in 2020. On behalf of the Board Nicholas Thompson Chief Executive Officer 29 January 2020 The headline financial results of the Group were: Total revenues under management1 Revenue Revenue less sub consultant costs1 Net operating expenses (as restated) Other operating income Net finance costs (as restated) Share of results of associate and joint ventures Profit / (loss) before tax Tax credit Profit / (loss) for the year Financial review 2019 £’000 31,505 15,492 13,711 2018 £’000 31,950 14,380 13,094 (14,130) (16,006) 371 (42) 382 292 40 332 287 (40) 121 (2,544) 171 (2,373) 1 Alternative performance measures, refer to page 37 for definition Revenues for the year were £15.49m, an increase of 7.7% on the previous year (2018: £14.38m), marking an improvement in performance in both the Group’s major hubs, the UK and the Middle East. Similarly, revenues less sub consultants increased to £13.71m (2018: £13.09m), a 4.7% increase. Subconsultant costs increased from £1.29m last year to £1.78m. Most of the increase was in the Middle East. Operating expenses in the year were also reduced by £1.87m, of which £0.6m related to technical staff, which was almost entirely within the UAE reflecting the reduction in technical staff to right size with the volume of work. £0.5m related to property costs primarily in the UK following a full year in the new London office, with the prior year including moving costs, overlap of rent across two sites, and final dilapidation settlement. Other operating expenses reduced £0.9m mainly due to a reduction in bad debt provisions in the UAE, supported by further cost reductions in the UK. The result before tax was a profit of £292k (2018: £2,544k loss). This reflected significant improvements in the result from Continental Europe driven primarily by an improvement in the performance of the associate in Berlin, and the turnaround in the UK and Middle East which both report significant profits before tax (excluding Group management charges) and reduced their losses before tax (including Group management charges) down to almost breakeven in the current year. Taking account of a £40k tax credit, our profit after tax at £332k gives an EPS profit of 0.21 pence per share (2018: 1.42 pence per share (loss)). t United Kingdom Revenue Revenue less sub consultant costs1 FTE technical staff1 Net revenue per FTE technical staff1 Profit/(loss) before tax (excluding Group management charges) Loss before tax (including Group management charges) 1 Alternative performance measures, refer to page 37 for definition 2019 £’000 7,454 7,379 73 101 451 (89) 2018 £’000 6,744 6,610 72 91 (965) (1,505) The UK’s revenue increased 10.5% year on year driven by growth in the Veretec executive architecture offering. Staff numbers were maintained, and productivity improved (net revenue per FTE) on the back of a more continuous stream of fee earning work and reduced speculative bid and competition work. Property costs were significantly reduced, as the prior year included one-off costs of £375k. The combined effects of these improvements and cost reductions resulted in a year on year improvement on the result before tax of over £1.4m. 34 35 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Middle East Revenue Revenue less sub consultant costs1 FTE technical staff1 Net revenue per FTE technical staff1 Profit/(loss) before tax (excluding Group management charges) Loss before tax (including Group management charges) 1 Alternative performance measures, refer to page 37 for definition 2019 £’000 7,522 5,900 70 84 525 (69) 2018 £’000 6,819 5,852 83 70 (585) (1,209) Revenues increased 10.3% from £6.82m to £7.52m in the year, due to the effect of a start up of some of the large projects which had been delayed from the prior year, combined with new work won, however further delays and projects put on hold restricted further improvements in the performance of the region. Profit/(loss) before tax (excluding Group management charges) improved by £1.1m to £525k, whilst the first half loss (excluding management charges) of £141k was largely negated by an improved profit of £666k in the second half. Staff numbers were reduced further to align with the forecast order book, resulting in an significant improvement in productivity at £84k net revenue per FTE technical staff. t Continental Europe Revenue Revenue less sub consultant costs1 FTE technical staff1 Net revenue per FTE technical staff1 Profit before tax (excluding Group management charges) Profit before tax (including Group management charges) Including 100% of associate & joint ventures Total revenues under management1 Revenue less sub consultant costs1 FTE technical staff1 Net revenue per FTE technical staff1 1 Alternative performance measures, refer to page 37 for definition 2019 £’000 516 432 13 33 495 351 16,529 10,140 116 87 2018 £’000 817 632 15 42 284 131 18,387 9,990 132 76 Reported revenues, comprising the two Continental European subsidiaries, Russia and Turkey, were at £516k, 36.8% lower than the prior year (£817k). The result before tax (excluding Group management charges), also including the joint venture and associate in Germany and the joint venture in the Czech Republic, was a profit of £495k (2018: £284k). Continental Europe’s result is driven through the investments in Berlin and Frankfurt, which remain strong and profitable, together contributing £382k profit (including Group management charges), to the Continental Europe result. Turkey suffered from reduced earnings, however still managed to achieve a small profit. Russia and the Czech Republic both reported small negative results. While revenues less sub consultant costs (including 100% of the associate and joint ventures) increased marginally year on year, total revenues under management decreased by £1,858k. The movement was primarily due to the changing mix of requirements for sub-consultants on a variety of projects, however it was dominated in 2018 by one project in which the concept architect is contracted to our Berlin associate as a sub-consultant. The concept architect fee on this project alone was £4.15m in the prior year, reducing down to £1.63m in the current year. Staff numbers reduced to 116 from 132 due to moderate down-sizing in Berlin, which enabled this associate to operate significantly more efficiently and profitably. As a result, earnings per FTE technical staff were significantly improved at £87k (2018: £76k). t Financing Taking account of the year’s result, total equity is now £4.51m (2018: as restated £4.14m). Net funds (see note 21) at year end were significantly improved, being £820k (2018: £157k), comprising cash of £1,145k (2018: £710k), and the loan taken out in respect of the acquisition of Shankland Cox Limited (“SCL”), which now stands at £325k (2018: £553k). The loan set out in note 20 to acquire SCL was taken out in February 2016 for the principal sum of USD 1.6m representing AED 6m. It is being repaid in equal quarterly instalments of USD 80k over five years. This facility is also used by the Group to hedge foreign exchange exposures. The Group’s overdraft facility from its bankers Coutts & Co was maintained at £500k throughout the year, continuing to provide working capital flexibility and to support the UK business. This is renewable annually and currently remains in place until November 2020, with a review in May 2020. As further explained in note 35, Management identified that 3 finance leases taken out by Aukett Swanke Limited to fund the purchase of fit out costs of the new London office in June 2018, should have been capitalised as a tangible fixed asset and finance lease liabilities, and have restated the prior year balances to reflect this. A further lease in November 2018 was also taken out in the current year. The lease liability as at 30 September 2019 was £278k (2018: £314k). Throughout the year there has continued to be a very strong focus on cash management, liquidity forecasts and covenant compliance. Although nothing was drawn at year end, use was made of the overdraft throughout the year. Going forward and from the second half of the 2020 financial year, utilisation of the facility is expected to reduce. The Plc continues to act as the Group’s central banker and it has sought to optimise the Group’s position by maximising cash flows and flexibility across geographies. The overdraft is effectively assigned to the UK businesses. All other businesses are required to be cash generative or as a minimum cash neutral. Subject to formal approval, short term working capital advances or small funding loans may be made. t Future work Tracking and keeping an accurate record of the pipeline of future work is key to understanding the business and managing its future shape and portfolio. It is also essential in order to afford the directors time to react to any changes. With the distribution of the business across the three hubs, there are differing profiles: • • • The UK trades as 2 businesses: Veretec and Aukett Swanke Limited. Veretec is continuing to grow and increasing revenues and commensurately staff numbers. Following prior year reductions in staffing levels Aukett Swanke Limited maintained a core stable team through much of the year with a small growth in Q4 as work levels improved. The Middle East continues the strategy of Aukett Swanke Architectural Design Limited winning larger, longer-term projects which underpin its workload and in part that of SCL. John R Harris & Partners Limited (“JRHP”) and SCL also pursue and win smaller projects which they deliver individually. Continental Europe remains mixed across the portfolio. The German businesses are strongest and Berlin and Frankfurt have strong forward order books continuing their levels of profitability. Turkey and the Czech Republic continue to try and build strength, with both enhancing their capability to support other businesses in the Group. The Russian business was sold after the year end. t Key Performance Indicators (“KPIs”) The key performance indicators used within the Group for assessing financial performance are: • • • • • Total revenues under management. This includes 100% of the revenues generated by our joint ventures in Prague and Frankfurt and associate in Berlin. This is used as a measurement of the overall size and reach of the Group and to track performance against the strategic objective of creating a diversified and balanced business across the three regional hubs, and is disclosed on pages 35 and 36. As total revenues under management includes revenue derived from subconsultants, this figure can vary significantly year on year depending on the nature of external expertise required on individual projects as described on page 36. Consolidated Group revenue can be reconciled to total revenues under management by adding i) the revenue of the associate disclosed in note 16; and ii) double the share of revenue in joint ventures disclosed in note 17; Revenue less sub consultant costs which reflects the revenue generated by our own technical staff but excludes the revenue attributable to sub consultants, which are mainly passed through at cost. This is the key driver of profitability for our business, and is discussed by segment on pages 35 and 36; Revenue less sub consultant costs being generated per full time equivalent (FTE) technical member of staff (‘net revenue per FTE technical staff’). For our larger operations this provides a barometer of near term efficiency and financial health. This figure when compared to the movement in total costs provides an insight into the likely direction of profitability and is a key measure of productivity. This KPI is only analysed on a segmental basis and calculations for each segment can be found on pages 35 and 36; Result before taxation (excluding Group management charges), and result before taxation (including Group management charges), which are further assessed on pages 35 and 36; Cash at bank and in hand and net funds / (debt), which is assessed further on page 32. 36 37 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The numbers of full time equivalent technical members of staff differs from the employee numbers disclosed in note 7 as, at times, the Group uses some non-employed workers through agencies and freelance contracts. Staff working on a part time basis, or on long term leave, are also pro-rated in the number of full time equivalent staff number, which differs from the method of calculating the average number of employees for the year under the Companies Act 2006 as disclosed in note 7. Full time equivalent technical members of staff are given for each hub on pages 35 and 36. t Principal Risks and Uncertainties The directors consider the principal risks and uncertainties facing the business are as follows: Levels of property development activity Changes in development activity levels have a direct impact on the number of projects that are available. These changes can be identified by rises and falls in overall GDP, construction output, planning application submissions, construction tenders and starts, investment in the property sector and numbers of new clients. Not all of this information is available in each market place and so we have to adapt to the information flow that is available. In addressing this risk the Group considers which markets and which clients to focus upon based on the strength of their financial covenant so that there is clear ability to provide both project seed capital and geared funding to complete the delivery process. This avoids the dual risk of delays between stages and deferrals of projects. Geo-political factors Political events and decisions, or the lack thereof, can seriously affect the markets and economies in which the Group operates, leading to a lack of decisions by government bodies and also by clients. In turn this directly impacts workload and can even delay committed projects. Whilst we now appear to have progress in the Brexit process, there still remains uncertainty in predicting the end result, and therefore quantifying its impact for the UK business, albeit as we note on page 32 we expect the UK market to enter a new development cycle from which we’d expect to benefit. Diversification of operations in multiple unrelated geographies, as well as the ability to transfer between sectors, provides the Group greater resilience in respect of this risk. Maintaining a flexible workforce, subject to working practices in local markets, additionally affords greater ability to react quickly to such events. Share price volatility A strong share price and higher market capitalisation attract new investors and provide the Group with greater flexibility when considering M&A activity. Conversely a weaker share price affords the Group less flexibility. Operational gearing and funding In common with other professional services’ businesses, the Group has a relatively high level of operational gearing, through staffing, IT and property costs, which makes it difficult to reduce costs sufficiently quickly to immediately avoid losses and associated cash outflows when faced with sharp and unpredicted falls in revenue. The UK continues to benefit from a rent free period which expires in May 2020, however includes the option to further extend the rent free period a further 4 months subject to landlord approved installation of specific property improvements. Action was taken to reduce property costs in the UAE through a process of property rationalisation which has now been completed. The UK has also rebalanced the mix of permanent vs. contract and agency staff to give improved flexibility to respond to falls in revenue. The project payment arrangements under which the Group operates vary significantly by geographical location. Payment terms by jurisdiction are typically: • • • in the United Kingdom it is usual to agree in advance with the client at the start of a project a monthly billing schedule which generally leads to relatively low levels of amounts due from customers for contract work; in Turkey it is usual to either agree in advance with the client a monthly billing schedule or to agree a billing schedule based on deliverable work stages; and in the Middle East it is usual to bill clients monthly, but the value of the monthly invoices raised is dependent upon demonstrating specific progress from the work performed, which generally leads to higher levels of amounts due from customers for contract work. Payment also tends to take longer in the Middle East. Growth in revenue in the UK and the Middle East in the year, combined with improved cash collection in the Middle East improved the free cash available to be remitted to the Plc in the year. The Directors seek to ensure that the Group retains appropriate funding arrangements and regularly and stringently monitor expected future requirements through the Group’s annual budgeting, quarterly forecasting, monthly cash flow and weekly and daily cash reporting processes in order to react immediately to a required change with maximum flexibility. Covenant compliance is also strictly monitored. The Group’s principal bankers remain supportive and in December 2019 renewed the Group’s overdraft facility until November 2020, at the existing £500k level. In February 2016 a USD 1.6m loan was also offered and drawn down with respect to the acquisition of Shankland Cox Limited, the current value as at 29 January 2020 of which is USD 320k. 38 Where possible, the Group deploys four strategies to help reduce operational gearing: First, the Group has a well-developed staffing plan which flexes the total number of staff using a combination of permanent employees, temporary employees, agency staff and freelance staff as applicable to each legal jurisdiction; and in doing so matches resources to fee paying work as closely as possible, sometimes linking staff retention directly to specific projects; Second, the Group can sub-let or licence occupation of part of its property space to other professional services businesses to offset some of the total occupancy cost; Third, the Group maximises the benefit of different payment terms in varying geographies, mainly the UK and UAE, to take advantage of the flexibility between the businesses; and Lastly the Group seeks flexible contract terms with major suppliers such that certain costs can be suspended during times of economic difficulty. Staff skills and retention Our business model relies upon a certain standard and number of skilled individuals based on qualifications and project track record. Failure to retain such skills makes the strategies of the Group difficult to achieve. The Group aims to ensure that knowledge is shared and that particular skills are not unique to just one individual. The Group conducts external surveys to ensure that salaries and benefits are appropriate and comparable to market levels and endeavours to provide a pleasant working environment for staff. Staff training programmes, career appraisals and education assistance are provided, including helping our professionally qualified staff comply with their continuing professional development obligations. Training programmes take various forms including external courses and external speakers. Quality of technical delivery In common with other firms providing professional services, the Group is subject to the risk of claims of professional negligence from clients. The Group seeks to minimise these risks by retaining skilled professionals at all levels and operating quality assurance systems which have many facets. These systems include identifying specific individuals whose roles include focusing on maintaining quality assurance standards and spreading best practice. The Group’s UK operation is registered under ISO 9001 which reflects the quality of the internal systems under which we work. As part of these registrations an external assessor undertakes regular compliance reviews. In addition, as part of its service to members, the Mutual, which provides professional indemnity insurance to the UK and part of the Middle East operations, undertakes annual quality control assessments. The Group maintains professional in respect of professional negligence claims but is exposed to the cost of excess deductibles on any successful claims. indemnity insurance Contract pricing All mature markets are subject to downward pricing pressures as a result of the wide spectrum of available suppliers to each project. This pressure is increased if activity levels are low such as in the economic downturns and global recession. Additionally architects may be under pressure to work without fees (for a time) in order to win a project or retain sufficient qualified staff to complete the project if won. The Group mitigates this risk by focusing on markets where it has clear skills that are well above average, or avoids it by not lowering prices, thus risking the loss of such work. FORBURY PLACE, READING 39 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Directors’ report The Directors present their report for the year ended 30 September 2019. t Corporate governance In accordance with AIM Rule 26 the Company is required to apply a recognised corporate code. The Board continued to adopt the QCA Corporate Governance Code (2018) published by the Quoted Companies Alliance. The QCA Corporate Governance Code (2018) comprises 10 Principles. We set out our compliance with these Principles on the Group’s website. This includes a matrix (‘the QCA Matrix’). This lists the Principles as well as related considerations and requirements, all of which have been assigned a sub- number within each Principle. t Board of Directors The Group is headed by a Board of Directors which leads and controls the Group and which is accountable to shareholders for good corporate governance of the Group. The Board currently comprises three executive directors and three independent non-executive directors who bring a wide range of experience and skills to the Company. The Board considers John Bullough, Clive Carver and Raúl Curiel to be independent non-executive directors. The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of matters that are reserved as responsibilities of the Board. The Board has delegated certain authorities to Board committees, each with formal terms of reference. t Audit Committee The main role and responsibility of the Audit Committee is to monitor the integrity of the information published by the Group about its financial performance and position. It does this keeping under review the adequacy and effectiveness of the internal financial controls and by reviewing and challenging the selection and application of important accounting policies, the key judgements and estimates made in the preparation of the financial information and the adequacy of the accompanying narrative reporting. The Audit Committee is also responsible for overseeing the relationship with the external auditor which includes considering its selection, independence, terms of engagement, remuneration and performance. A formal statement of independence is received from the external auditor each year. It meets at least twice a year with the external auditor to discuss audit planning and the audit findings, with certain executive directors attending by invitation. If appropriate, the external auditor attends part of each committee meeting without the presence of any executive directors. The Audit Committee currently comprises Clive Carver, as Chairman, John Bullough and Raúl Curiel, and they report to the Board on matters discussed at the Committee meetings. During the year the Committee met on three occasions to review, in addition to the above, budgets, monthly management accounts and working capital requirements by reference to the Company’s financial strategy. It also reviewed through a sub-committee the management of risk inherent in the business. t Remuneration Committee The Remuneration Committee convenes not less than twice a year, ordinarily on a six monthly basis, and during the year it met on two occasions. The Committee comprises John Bullough, Clive Carver and Raúl Curiel with John Bullough as Chairman. It is responsible for determining remuneration policy and all aspects of the Executive Directors’ remuneration and incentive packages including pension arrangements, bonus provisions, discretionary share options, relevant performance targets and the broader terms and conditions of their service contracts. In fulfilling its duties the Committee initiates research as appropriate into market remuneration comparables, appointing third party advisors as required. In liaison with the Nomination Committee it has regard to succession planning and makes recommendations to the Board in relation to proposed remuneration packages for any proposed new executive and non-executive appointments. Where appropriate the Committee consults the Chief Executive Officer regarding its proposals. No Director plays a part in any discussion regarding his or her own remuneration. All fee proposals to clients are prepared by experienced practice directors who will be responsible for the delivery of the projects. Fee proposals are based on appropriate due diligence regarding the scope and nature of the project, knowledge of similar projects previously undertaken by the Group and estimates of the resources necessary to deliver the project. Fee proposals for larger projects are subject to review and approval by senior Group management and caveats are included where appropriate. When acting as general designer for projects located outside the UK, the Group is usually exposed to the risk of actual sub consultant costs varying from those anticipated when the overall fee was agreed with the client. To mitigate this risk, fee proposals are usually sought from sub consultants covering the major design disciplines as part of the process of preparing the overall fee proposal. Poor acquisitions The acquisition of businesses for too high a price or which do not trade as expected can have a material negative impact on the Group, affecting results and cash, as well as absorbing excessive management time. The Group invests senior management time and Group resources into both pre and post-acquisition work. Pre-acquisition there is a due diligence process and price modelling based on several criteria. Agreements entered into are subject to commercial and legal review. Post-acquisition there is structured implementation planning and ongoing monitoring and review. Overseas diversification The Group continues to derive an increasing proportion of its revenues from projects located outside the UK. This offers some protection for the Group by providing diversification but in turn exposes the Group to the economic environments and currencies of those locations. Building regulations, working practices and contractual arrangements often differ in these overseas businesses when compared to the UK and these may significantly increase the risks to the Group. To mitigate these risks: • • • • • the overseas operations are managed by nationals or highly experienced expatriates, with oversight from senior Group management. All offices are regularly visited by senior Group management to monitor and review the businesses. There is regular, comprehensive reporting and KPIs are used extensively; the Group seeks to work for multinational or the larger and more established domestic clients who themselves often have significant international experience; when acting as general designer for projects located outside the UK the Group always seeks to appoint sub consultants with an established and successful track record on similar projects; within the boundaries imposed by local laws and commercial constraints, the Group seeks to structure contractual arrangements with clients and sub consultants to minimise the significant contractual risks which can arise; and as far as possible foreign currency flows are matched to minimise any impact of exchange rate movements and significant exposures are hedged. The Strategic Report was approved by the Board on 29 January 2020 and signed on its behalf by Antony Barkwith Group Finance Director 40 41 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Nomination Committee The Nomination Committee is responsible for keeping under regular review the size, structure and composition (including the skills, knowledge, experience and diversity) of the Board. This includes considering succession planning for the senior management of the Group, taking into account the skills and expertise expected to be needed in the future. It is responsible for nominating new candidates for the Board, for which selection criteria are agreed in advance of any new appointment. The Nomination Committee is chaired by Raúl Curiel with the other members being Nicholas Thompson, John Bullough and Clive Carver. During the year the Committee made recommendations with respect to succession planning and evaluation of the board effectiveness, the appointment of additional non-executive directors and an executive director and met on four separate occasions. t Internal Controls and Risk Committee The Directors acknowledge that they are responsible for the Group’s system of internal controls and for reviewing its effectiveness (excluding joint ventures and associate). The Directors, supported by the Risk Committee, review all controls including operational, compliance and risk management, as well as financial controls. Risk management and internal control are considered by the Directors at Board meetings. Any such system of internal control is designed to manage risk and can only provide reasonable and not absolute assurance against material misstatement or loss. The Internal Controls and Risk Committee is chaired by Clive Carver. Antony Barkwith and Robert Fry are also members. t Directors John Bullough, Nicholas Thompson and Robert Fry served as Directors of the Company throughout the year ended 30 September 2019. On 12 February 2019 Raúl Curiel was appointed as a Director of the Company. On 28 March 2019 Beverley Wright and Anthony Simmonds resigned as Directors of the Company. Raúl Curiel was appointed as Chairman of the Company following the departure of Anthony Simmonds. On 10 May 2019 Clive Carver was appointed and on the 9 July 2019 Antony Barkwith was appointed as Directors of the Company. Biographical details of the current Directors are set out on pages 28 and 29. The Company maintains directors’ and officers’ liability insurance. Attendance at board meetings by members of the Board were as follows: Number of meetings while in office Number of meetings attended Executive Directors Nicholas Thompson Beverley Wright Robert Fry Antony Barkwith Non-executive Directors Anthony Simmonds John Bullough Raúl Curiel Clive Carver 14 7 14 3 7 14 9 6 14 7 14 3 7 13 9 6 t Directors’ interests Directors’ interests in the shares of the Company were as follows: Number of ordinary shares 30 September 2019 30 September 2018 Anthony Simmonds Nicholas Thompson Beverley Wright John Bullough Raúl Curiel Clive Carver Antony Barkwith Robert Fry 42 1,000,000 16,802,411 100,000 500,000 9,240,018 - - 2,150,000 1,000,000 16,802,411 100,000 500,000 9,240,018 - - 2,150,000 t Directors’ service contracts The Company’s policy is to offer service agreements to executive directors with notice periods of not more than twelve months. Nicholas Thompson has a rolling service contract with the Company which is subject to twelve months’ notice of termination by either party. Antony Barkwith and Robert Fry have rolling service contracts with the Company which are subject to six months’ notice of termination by either party. The remuneration packages of executive directors comprise basic salary, contributions to defined contribution pension arrangements, discretionary annual bonus, discretionary share options and benefits in kind such as medical expenses insurance. Non-executive directors do not have service contracts with the Company, but the appointment of each is recorded in writing. Their remuneration is determined by the Board. Non-executive directors do not receive any benefits in kind and are not eligible for bonuses or participation in either the share option schemes or pension arrangements. t Substantial shareholdings At 29 January 2020 the Company had been informed of the following notifiable interests of three per cent or more in its share capital: Shareholder Notes Number of ordinary shares Nicholas Thompson Jeremy Blake Andrew Murdoch Begonia 365 SL Raúl Curiel Stephen Atkinson John Vincent Broadwalk Asset Management Director of the Company Former employee of the Group Former director of the Company Controlled by a former director of the Company Non-Executive Director of the Company Former employee of the Group Former director of the Company Fund Manager 16,802,411 13,030,638 12,478,486 9,515,192 9,240,018 7,638,913 5,791,394 5,317,000 Percentage of ordinary shares 10.17% 7.89% 7.56% 5.76% 5.59% 4.62% 3.51% 3.22% t Share price The mid-market closing price of the shares of the Company at 30 September 2019 was 1.475 pence and the range of mid-market closing prices of the shares during the year was between 1.09 pence and 1.90 pence. t Share capital The Board is seeking from shareholders at the Annual General Meeting renewal of its authority to allot equity securities. The authority would allow the Board to allot securities up to a maximum aggregate nominal value of £826,068 representing 50% of the issued share capital of the Company. A resolution will also be put to the Annual General Meeting in respect of the issue of equity securities for cash up to an aggregate nominal amount of £165,214 representing 10% of the issued share capital, without first offering such shares to shareholders. The directors consider this authority desirable as it will give them the flexibility to make small issues of ordinary shares for cash if suitable opportunities arise without the necessity of first seeking shareholders’ approval. The renewed authorities will expire at the conclusion of the subsequent Annual General Meeting of the Company when it is intended that the Directors will again seek their renewal. t Environmental policy The Group promotes wherever possible a ‘green’ and ecologically sound policy in all its work, but always takes into account the considerable pressures of budget, commercial constraints and client preferences. Sustainability is essential to our design philosophy and studio ethos. It is an attitude of mind that is embedded within our thinking from the start of any project. We design innovative solutions and focus on: • • • • • incorporating passive design principles that mitigate solar gain and heat loss from the outset; reducing energy demand through active and passive renewable energy sources; the use of energy and resource efficient materials, methods and forms; the re-use of existing buildings and materials and flexibility for future change; and importantly the careful consideration of the experience and wellbeing of the end user in our buildings. We believe ourselves to be at the forefront of sustainability amongst our peers which is demonstrated by our track record in achieving 72 ‘Excellent’ or ‘Very Good’ BREEAM (Building Research Establishment Environmental Assessment Method) ratings awarded to buildings designed by the Group. We have also achieved 1 Ska ‘Gold’ and 2 Ska ‘Silver’ environmental assessment ratings and 9 LEED (Leadership in Energy and Environmental Design) ‘Gold’ award and 5 ‘Silver’ awards. 43 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Employees As a professional services business, the Group’s ability to achieve its commercial objectives and to service the needs of its clients in a profitable and effective manner depends upon the contribution of its employees. The Group seeks to keep its employees informed on all material aspects of the business affecting them through the operation of a structured management system, staff presentations and an intranet site. The Group’s employment policies do not discriminate between employees, or potential employees, on the grounds of age, gender, sexual orientation, ethnic origin or religious belief. The sole criterion for selection or promotion is the suitability of any applicant for the job. It is the policy of the Group to encourage and facilitate the continuing professional development of our employees to ensure that they are equipped to undertake the tasks for which they are employed, and to provide the opportunity for career development equally and without discrimination. Training and development is provided and is available to all levels and categories of staff. It is the Group’s policy to give fair consideration to application for employment for disabled persons wherever practicable and, where existing employees become disabled, efforts are made to find suitable positions for them. t Health and safety The Group seeks to promote all aspects of health and safety at work throughout its operations in the interests of employees and visitors. The Group has a Health and Safety Steering Committee, chaired by Robert Fry, to guide the Group’s health and safety policies and activities. Health and safety is included on the agenda of each board meeting. Antony Barkwith is also a member of the Committee, and Beverley Wright was a member of the Committee for the period up to 28 March 2019. Group policies on health and safety are regularly reviewed and revised, and are made available on the intranet site. Appropriate training for employees is provided on a periodic basis. t Disclosure of information to auditor Each of the Directors who were in office at the date of approval of these financial statements has confirmed that: • • so far as they are aware, there is no relevant audit information of which the auditor is unaware; and they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. t Future developments An indication of likely future developments in the business of the Group is contained in the Strategic Report. t Financial instruments Information concerning the use of financial instruments by the Group is given in notes 27 to 31 of the financial statements. t Dividends Given the uncertainty with respect to near-term trading, the Board will review the position regarding dividend payments in the second half of the 2020 financial year. t Annual General Meeting Notice of the annual general meeting will be issued in due course and no later than 21 days before the Meeting is due to be held. The Directors’ report was approved by the Board on 29 January 2020 and signed on its behalf by Antony Barkwith Company Secretary Aukett Swanke Group Plc Registered number 2155571 44 Statement of directors’ responsibilities t Directors’ responsibilities The Directors are responsible for preparing the annual report and financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and accounting estimates that are reasonable and prudent; • • state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. t Website publication The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the directors. The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein. VERTI MUSIC HALL, BERLIN 45 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Independent auditor’s report to the members of Aukett Swanke Group Plc t Opinion We have audited the financial statements of Aukett Swanke Group Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 30 September 2019 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of cash flows, the consolidated and company statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. In our opinion: • • • • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 September 2019 and of the Group’s profit for the year then ended; the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. t Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. t Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: • • the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the Parent Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. t Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Matter How we addressed the matter in our audit t Recognition of contractual revenue, margin and related receivables and liabilities Refer to the revenue recognition accounting policies on pages 62-63 and the accounting estimates and judgements recognition of contractual revenue policy on page 64 for a description of how the Group recognises its revenue under IFRS 15. The stage of completion of contracts for services is calculated by reference to the proportion of costs incurred to the statement of financial position date compared with the estimated final costs of the contract at completion. Variations to expected revenue are assessed and recognised on a contract-by-contract basis when the Group believes it is probable they will result in revenue and they are capable of being measured reliably. A high degree of judgement therefore exists in the Directors’ assessment in the stage of completion of individual contracts for services at the statement of financial position date and the completeness of total cost and revenues to be included within individual contracts. Changes to the total contract cost and / or revenue estimates could give rise to material variances in the amount of revenue and margin to be recognised in the reporting period. We considered the design and implementation of controls to monitor amounts recorded as revenue at the statement of financial position date and performed testing over the approval of sales invoices. This included review of the processes and controls under which information flows from key revenue documents (contracts, timecards, resourcing budgets and sales invoices) into the revenue model and ultimately the accounting system. We, or where appropriate the component auditors, selected a sample of contracts to test, from a population of all contracts. The following procedures were performed in respect of the sample selected: - We traced total anticipated revenue on the sampled projects (as listed on the revenue recognition spreadsheet) to supporting documentation including the original contract and/or amendments to contracts (where applicable e.g. due to agreed variations). - We agreed the chargeable time costs incurred to date for our sample of projects noted in the stage of the completion calculations to reports from the timekeeping system and tested a sample back to submitted time cards, including checking of the core charge out rate applied to ensure consistency with the firm’s charge out rates on the given individuals. - For the UK entities, the accuracy of sales invoices raised to date against the sampled projects and the completeness of the information source with regard to bills raised against those projects were audited by testing the underlying controls. The component auditor’s work in this area involved agreeing the bills recorded to the physical sales invoices. - We assessed the key judgements adopted by management in relation to the revenue recognition, in particular, judgements with respect to the percentage of completion by obtaining an understanding from the project managers of how they estimated the final expected project costs. This involved challenging assumptions made around expected ongoing team costs and the timing of future events against post-year-end time costs and the occurrence of those events, evaluating the outturn of the projects against budget since inception and agreeing the actual costs incurred after the year-end to the forecasted costs for the project as at the year-end to determine the accuracy with which the project was proceeding by reference to its budget. - The underlying calculations for each of the sampled projects was checked on the basis of the above information to check its compliance with the relevant accounting standard. - Further to this, we traced a sample of year-end trade receivables to invoices and subsequent post year-end cash receipt. − We considered management’s judgements around the recognition (or non-recognition) of material fee claims as at the statement of financial position date to determine the validity of the circumstances the revenue recognised on such claims and surrounding challenged management through review of key documentation and consideration of the underlying facts. Key observation: - Based on our procedures performed, we consider that the as- sumptions made in recognition of revenue on part-completed contracts are reasonable. 46 47 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Matter How we addressed the matter in our audit t Goodwill impairment assessment of the UK and Middle East CGUs As explained in the Group Goodwill accounting policy on page 61 and assumptions included within value in use calculations on pages 72-73 (note 12), the Group’s balance sheet includes goodwill, principally arising from past acquisitions totalling £2.4m as at 30 September 2019. This comprising primarily of £1.7m within the UK Cash Generating Unit (‘CGU’) and £0.6m within the Middle East CGUs. There is a risk that goodwill allocated to each CGU is not recoverable and should be impaired. An impairment assessment has therefore been carried out by management at the balance sheet date. This assessment includes a number of estimates and assumptions for future performance that determine the net present value of future cash flows, including but not limited to, the discount rate, long term growth rate, and operating profitability of the group. Due to the inherent uncertainty involved in forecasting and discounting future cash flows, notably revenue less sub consultant costs which are the basis of the assessment of recoverability, this is one of the key judgemental areas affecting the level of direction and strategy of our audit and the use of our resources. Our procedures included critically assessing the key assumptions applied by the Group in determining the recoverable amounts of each CGU. In particular, we: - considered the consistency and appropriateness of the allocation of businesses and related goodwill balances into CGUs; - audited the Value in Use schedules of the Group to check that they were mathematically accurate (agreeing the input net assets of the CGU to the audited consolidation and agreeing the accuracy of cash flow measures included by reference to the relevant accounting standards); - reviewed the revenue less sub consultant costs budgeted for the year ended 30 September 2020 in the context of the degree of work secured, including examination of supporting contracts and consideration of the pipeline activity given the sensitivity of the value in use models to the revenue less sub consultant costs assumption; - considered the underlying assumptions in determining the cash flows and growth assumptions applied with reference to historical forecasting accuracy and wider macro environment conditions; - challenged the assumptions used in the calculation of the discount rates used by the Group, including comparisons with external data sources; - assessed whether the Group’s disclosures about the sensitivity of the outcome of the impairment assessment to changes in key assumptions appropriately reflected the risks inherent in the possible impairment of CGUs; and - performed our own sensitivity analysis, notably on net earnings which included consideration of the effect of a possible reduction in assumed growth rates and cash flows, given reasonably possible variations in operating cash flows (such as net earnings shortfall against budget) in the context of the above work. Key observation: - Based on our audit work performed, we are satisfied that management’s assumptions used in preparing the value in use calculations are reasonable and supportive of the fact that no impairment has been recorded in the year. t Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. Materiality for the Group financial statements as a whole was set at £205,000 (2018: £210,000) which represents approximately 1.5% of revenue less sub-consultant costs for the year. This benchmark was considered to be most appropriate as the level of revenue less sub-consultant costs reflects the activity of the Group and its presence in the market as a whole. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. The performance materiality level applied to the Group was £143,000 (2018: £157,000). We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £7,000 (2018: £10,000) in addition to other misstatements that warranted reporting on qualitative grounds. The audit of the company-only financial statements of Aukett Swanke Group Plc was performed at a level of £141,000 (2018: £129,000) which represents approximately 3% of net assets at the year-end. This benchmark was considered to be most appropriate as it represents the principal purpose of the company as a holding entity to the subsidiaries of the Group. The performance materiality level applied to the company-only audit was £98,700 (2018: £96,000). Component materiality ranged from £14,000 to £66,000, based on 1.5% of revenue less sub-consultant costs as noted above. In the audit of each component, we further applied performance materiality levels of 70% of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated. t An overview of the scope of our audit We planned our audit by undertaking an evaluation of the systems and controls in place on the group’s core transactional cycles and the controls in place designed to capture and record information for financial statement disclosures. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement due to fraud. Our testing was performed using a combination of tests of operating effectiveness of controls and for those areas where this would be perceived as being ineffective, substantive analytical procedures and other substantive procedures such as verification of transactions or samples from populations to underlying evidence. The audit of the Group financial statements comprised full scope audits performed on the consolidated group headed up by Aukett Swanke Group Plc, the standalone parent entity financial statements and its seven UK-domiciled subsidiaries as required by statutory regulations in the UK. The significant components to the Group were determined to be Aukett Swanke Limited, Veretec Limited, John R Harris & Partners and Shankland Cox Limited. The full scope audit of Aukett Swanke Limited and Veretec Limited was conducted by the group audit team, while the full scope audits of John R Harris & Partners and Shankland Cox Limited were performed by the non-BDO component audit firm in Dubai. . The component auditor’s work resulted in them auditing the following percentages of the Group (the balance being audited by BDO UK): • • • Revenue less sub-consultant costs: 43% Result before taxation (normalised): 49% Gross assets: 53% For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the group financial statements as a whole. The level of involvement by BDO UK in the component audit work performed was as follows: • • • • • Direction of planning activities and expected areas of audit focus including the materiality, anticipated risk areas and approach to audit work to be adopted; Planning meeting between component auditor and BDO UK to establish understanding of terms and instructions; Detailed onsite review of audit files produced by UAE component auditor by the Group Engagement Partner; Attendance at the clearance meeting between UAE local management and UAE component auditor; and Direction and supervision of clearance of core audit areas relevant to the Group. Whilst not considered significant components, specific procedures were performed around certain elements of the Berlin Associate and Frankfurt joint venture due to their contribution to the Group’s result before tax. All entities within the group not subject to a full scope audit were reviewed analytically by reference to their expected financial performance and position. These procedures were performed by the group audit team. t Other information The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 48 49 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • • the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. t Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • • • • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or the Parent Company financial statements are not in agreement with the accounting records and returns; or certain disclosures of Directors’ remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. t Responsibilities of directors As explained more fully in the statement of Directors’ responsibilities set out on page 45, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. t Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc. org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Revenue Sub consultant costs Revenue less sub consultant costs Personnel related costs Property related costs Other operating expenses Other operating income Operating loss Finance costs Loss after finance costs Share of results of associate and joint ventures Profit / (loss) before tax Tax credit Profit / (loss) for the year Profit / (loss) attributable to: Owners of Aukett Swanke Group Plc Non-controlling interests t Use of our report This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Basic and diluted earnings per share for loss attributable to the ordinary equity holders of the Company: From continuing operations Total profit / (loss) per share Tim Neathercoat (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London United Kingdom Date: 29 January 2020 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Consolidated income statement For the year ended 30 September 2019 Note 3 3 4 5 10 11 2019 £’000 15,492 (1,781) 13,711 (11,294) (1,542) (1,294) 371 (48) (42) (90) 382 292 40 332 346 (14) 332 0.21p 0.21p As restated (note 35) 2018 £’000 14,380 (1,286) 13,094 (11,915) (2,029) (2,062) 287 (2,625) (40) (2,665) 121 (2,544) 171 (2,373) (2,345) (28) (2,373) (1.42)p (1.42)p 50 51 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Consolidated statement of comprehensive income For the year ended 30 September 2019 Profit / (loss) for the year Currency translation differences Other comprehensive profit /(loss) for the year Total comprehensive profit/(loss) for the year Total comprehensive profit/(loss) for the year is attributable to: Owners of Aukett Swanke Group Plc Non-controlling interests 2019 £’000 332 46 46 378 392 (14) 378 2018 £’000 (2,373) (31) (31) (2,404) (2,370) (34) (2,404) The prior period misstatement noted on page 99 (note 35) has no net impact on the consolidated statement of comprehensive income. Consolidated statement of financial position Note 12 13 14 16 17 22 18 3 19 3 20 20 22 23 24 Non current assets Goodwill Other intangible assets Property, plant and equipment Investment in associate Investments in joint ventures Deferred tax Total non current assets Current assets Trade and other receivables Contract assets (2018: IAS 18 accrued income) Cash at bank and in hand Total current assets Total assets Current liabilities Trade and other payables Contract liabilities (2018: IAS 18 deferred income) Current tax Borrowings Total current liabilities Non current liabilities Borrowings Deferred tax Provisions Total non current liabilities Total liabilities Net assets Capital and reserves Share capital Merger reserve Foreign currency translation reserve Retained earnings Other distributable reserve Total equity attributable to equity holders of the Company Non-controlling interests Total equity At 30 September 2019 As restated (note 35) 2018 £’000 2,372 810 434 545 248 377 4,786 4,554 1,220 710 6,484 11,270 (4,392) (886) (1) (308) (5,587) (559) (61) (927) (1,547) (7,134) 4,136 1,652 1,176 (24) (309) 1,494 3,989 147 4,136 2019 £’000 2,412 762 590 711 277 193 4,945 4,904 663 1,145 6,712 11,657 (4,528) (836) - (331) (5,695) (272) (53) (1,123) (1,448) (7,143) 4,514 1,652 1,176 22 37 1,494 4,381 133 4,514 52 The financial statements on pages 51 to 99 were approved and authorised for issue by the Board of Directors on 29 January 2020 and were signed on its behalf by: Nicholas Thompson Chief Executive Officer Antony Barkwith Group Financial Director 53 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Company statement of financial position At 30 September 2019 Consolidated statement of cash flows For the year ended 30 September 2019 Note 15 18 18 19 20 20 24 Non current assets Investments Trade and other receivables Total non current assets Current assets Trade and other receivables Cash at bank and in hand Total current assets Total assets Current liabilities Trade and other payables Borrowings Total current liabilities Non current liabilities Borrowings Total non current liabilities Total liabilities Net assets Capital and reserves Share capital Retained earnings Merger reserve Other distributable reserve Total equity attributable to equity holders of the Company 2019 £’000 5,514 27 5,541 2,096 88 2,184 7,725 (2,692) (260) (2,952) (65) (65) (3,017) 4,708 1,652 386 1,176 1,494 4,708 2018 £’000 5,514 27 5,541 1,475 166 1,641 7,182 (2,256) (246) (2,502) (307) (307) (2,809) 4,373 1,652 51 1,176 1,494 4,373 The result for the year contained within the parent company’s income statement is £335,000 (2018: £211,000). The financial statements on pages 51 to 99 were approved and authorised for issue by the Board of Directors on 29 January 2020 and were signed on its behalf by: Nicholas Thompson Chief Executive Officer Antony Barkwith Group Financial Director Note 26 Cash flows from operating activities Cash generated from operations Interest paid Income taxes paid Net cash inflow / (outflow) from operating activities Cash flows from investing activities Purchase of property, plant and equipment Sale of property, plant and equipment Dividends received Net cash received in investing activities Net cash inflow before financing activities Cash flows from financing activities Payments of lease liabilities Repayment of bank loans Net cash outflow from financing activities Net change in cash and cash equivalents Cash and cash equivalents at start of year Currency translation differences Cash and cash equivalents at end of year 21 Cash and cash equivalents are comprised of: Cash at bank and in hand Cash and cash equivalents at end of year 2019 £’000 647 (42) (1) 604 (90) 2 186 98 702 (36) (250) (286) 416 710 19 1,145 1,145 1,145 As restated (note 35) 2018 £’000 10 (40) - (30) (79) 26 99 46 16 (17) (236) (253) (237) 960 (13) 710 710 710 54 55 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Company statement of cash flows For the year ended 30 September 2019 Consolidated statement of changes in equity For the year ended 30 September 2019 Cash flows from operating activities Cash generated from / (expended by) operations Interest paid Net cash outflow from operating activities Cash flows from investing activities Dividends received Net cash generated from investing activities Net cash inflow / (outflow) before financing activities Cash flows from financing activities Repayment of bank loans Net cash outflow from financing activities Net change in cash and cash equivalents Cash and cash equivalents at start of year Cash and cash equivalents at end of year Cash and cash equivalents are comprised of: Cash at bank and in hand Cash and cash equivalents at end of year EXPO PAVILION 2020, DUBAI Note 26 2019 £’000 10 (24) (14) 186 186 172 (250) (250) (78) 166 88 88 88 2018 £’000 (292) (28) (320) 99 99 (221) (236) (236) (457) 623 166 166 166 Foreign currency translation reserve £’000 8 - Share capital £’000 1,652 - - - Retained earnings £’000 Other distributable reserve £’000 2,250 1,494 Merger reserve £’000 1,176 (2,345) (25) - (25) (2,345) - - - - - - Non- controlling interests £’000 181 (28) (6) Total £’000 6,580 (2,345) (25) Total equity £’000 6,761 (2,373) (31) (2,370) (34) (2,404) 1,652 (17) (95) 1,494 1,176 4,210 147 4,357 - (7) (214) - - (221) - (221) 1,652 (24) (309) 1,494 1,176 3,989 147 4,136 - - - - 46 46 22 346 - 346 37 - - - - - - 346 46 392 (14) - (14) 332 46 378 1,494 1,176 4,381 133 4,514 At 30 September 2017 Loss for the year Other comprehensive income Total comprehensive income Balance at 30 September 2018 as originally presented Changes in accounting policy (note 34) Restated total equity at 1 October 2018 Profit for the year Other comprehensive income Total comprehensive income At 30 September 2019 1,652 The other distributable reserve was created in September 2007 during a court and shareholder approved process to reduce the capital of the Company. The merger reserve was created through a business combination in December 2013 representing the issue of 19,594,959 new ordinary shares at a price of 7.00 pence per share. The prior period misstatement noted on page 99 (note 35) has no net impact on the consolidated statement of comprehensive income, and so no effect is shown here. 56 57 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Company statement of changes in equity For the year ended 30 September 2019 At 30 September 2017 Profit and total comprehensive income for the year At 30 September 2018 Profit and total comprehensive income for the year At 30 September 2019 Share capital £’000 1,652 - 1,652 - 1,652 Retained earnings £’000 (160) 211 51 335 386 Other distributable reserve £’000 1,494 - Merger reserve £’000 1,176 - 1,494 1,176 - - 1,494 1,176 Total Equity £’000 4,162 211 4,373 335 4,708 The other distributable reserve was created in September 2007 during a court and shareholder approved process to reduce the capital of the Company. The merger reserve was created through a business combination in December 2013 representing the issue of 19,594,959 new ordinary shares at a price of 7.00 pence per share. Notes to the financial statements 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these financial statements are set out below. t Basis of preparation The financial statements for the Group and parent have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Companies Act 2006 as applicable to companies reporting under IFRSs. t New accounting standards, amendments and interpretations applied For the year ended 30 September 2019, a number of new or amended standards became applicable and the Group had to change its accounting policies to correctly reflect the requirements of the following standards: - - IFRS 9 Financial Instruments, and IFRS 15 Revenue from Contracts with Customers. The impact of the adoption of these standards and the new accounting policies are disclosed in note 34. t New accounting standards, amendments and interpretations not yet applied A review has been undertaken of new accounting standards, amendments and interpretations to existing standards which have been issued but have an effective date making them applicable to future financial statements. The following standards are effective for accounting periods beginning on or after 1 January 2019 and have not yet been adopted by the Group: i) IFRS 16 ‘Leases’ The standard will require almost all leases to be on the balance sheet of lessees and introduces a single income statement model which effectively brings the majority of leases onto the balance sheet. This standard is effective for accounting periods beginning on or after 1 January 2019 and the Group expects to adopt this standard for its accounting period beginning on 1 October 2019. The Group presently plan to adopt the full retrospective approach to IFRS 16. Given the concentration of the long-term property lease arrangements in the UK, and the short-term rolling annual contracts within the UAE, it is envisaged that the material impact of adopting IFRS 16 will be within the UK figures and will lead to the creation of a material “right of use asset” within the property, plant and equipment note, in addition to a material lease liability reflecting the present value of the future operating costs on the statement of financial position. Since no specific transition work has yet been performed on this new standard by the Group, it is not possible to presently identify the financial impact but the Group will present this in the 31 March 2020 interim financial statements. ii) IFRIC 23 ‘Uncertainty over income tax treatments’ requires an entity to determine whether any of its tax treatments would be accepted, or not accepted, by the relevant tax authorities. At present the Group has not analysed the impact of IFRIC 23 on the financial statements, but will provide an assessment of the estimated impact in the 31 March 2020 financial statements There are no other IFRSs or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact on the Group. t Going concern The Group’s business activities, the principal risks and uncertainties facing the Group, and the financial position of the Group are described in the Strategic Report. The liquidity risks faced by the Group are further described in note 31. These factors are all considered when assessing the Group’s ability to operate as a going concern. The Group currently meets its day to day working capital requirements through its cash balances. It maintains its overdraft facility for additional financial flexibility and foreign currency hedging purposes. This overdraft facility is renewed annually and was renewed for a further 12 months in December 2019, with a review in May 2020. The processes the directors have undertaken, and the reasons for the conclusions they have reached, regarding the applicability of a going concern basis are explained below. In undertaking their assessment the directors have followed the guidance issued in 2016 by the Financial Reporting Council entitled ‘Guidance on the going concern basis of accounting and reporting on solvency and liquidity risks’. Forecasts for the Group have been prepared on a monthly basis which comprise detailed income statements, statements of financial position and cash flow statements for each of the Group’s operations, as well as an assessment of covenant tests. At times, the flows rely on receipt of specific large amounts, but by managing balances across geographies the forecasts and projections show the Group should be able to operate within its currently available facilities and the directors believe this to be the case. 58 59 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The Group’s principal banker is Coutts & Co with whom the Group has an excellent long term relationship extending through previous business cycles. Coutts & Co has again renewed the Group’s overdraft facility as described in note 31 and above. All the directors, and most members of the Group’s senior management, have experience of managing businesses through challenging economic circumstances, in most cases over a number of business cycles. The Board, after applying the processes and making the enquiries described above, has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason the Board considers it appropriate to prepare the financial statements on a going concern basis. t Basis of consolidation and equity accounting The consolidated financial statements incorporate those of the Company and its subsidiaries. Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to variable returns from the investee, in addition to the ability to direct the investee and affect those returns through exercising its power. Intra group transactions, balances and any unrealised gains and losses on transactions between Group companies are eliminated on consolidation. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, statement of changes in equity and balance sheet respectively. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given and equity instruments issued. Identifiable assets acquired and liabilities assumed in an acquisition are measured initially at their fair values at the acquisition date, irrespective of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. The consolidated financial statements also include the Group’s share of the results and reserves of its associate and joint ventures. Associates The associate in Berlin is the entity for which the Group has significant influence but not control or joint control. This is presumed to be the case where the Group holds between 20% and 50% of the voting rights, but consideration is given to the substance of the contractual governance agreements in place. Investments in associates are accounted for under the equity method. Joint ventures The Group has joint ventures in Frankfurt and the Czech Republic where ownership is contractual and the agreements require unanimous consent from all parties for relevant activities. The entities are considered joint ventures. Joint ventures are accounted for under the equity method. t Borrowings Borrowings are initially recognised at fair value, net of any transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of any transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. t Cash and cash equivalents Cash and cash equivalents includes cash in hand, bank current accounts held at call, bank deposits with very short maturity terms and bank overdrafts where these form an integral part of the group’s cash management process, for the purposes of the statement of cash flows. t Company income statement The Company has taken advantage of the exemption provided by section 408 of the Companies Act 2006 not to present its income statement for the year. The Company’s result is disclosed at the foot of the Company’s statement of financial position. t Current Taxation Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date. t Deferred taxation Deferred income tax is provided in full, using the statement of financial position liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amount in the financial statements, and measured at an undiscounted basis. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the date of the statement of financial position and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be generated against which the temporary differences can be utilised. t Dividends Dividend payments are recognised as liabilities once they are no longer at the discretion of the Company. Dividend income from investments is recognised in the income statement when the shareholders’ rights to receive payment have been established. t Equity instruments Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs. t Foreign currency Transactions in currencies other than the functional currency of each operation are recorded at the rates of exchange prevailing on the dates of the transactions. At the date of each statement of financial position, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at the date of the statement of financial position. Gains and losses arising on retranslation are included in the consolidated income statement for the year. On consolidation, the assets and liabilities of the Group’s overseas operations are translated from their functional currencies at exchange rates prevailing at the date of the statement of financial position. Income and expense items are translated from their functional currencies at the average exchange rates for the year, which are materially consistent with the spot rates observed in the year for those entities. Exchange differences arising are recognised directly in equity and transferred to the Group’s foreign currency translation reserve. If an overseas operation is disposed of then the cumulative translation differences are recognised as realised income or an expense in the year disposal occurs. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rate. The Group has elected to treat goodwill and fair value adjustments arising on acquisitions before the date of transition to IFRS as sterling denominated assets and liabilities. t Goodwill Goodwill arising on acquisitions represents the excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired. Where the net fair value of the identifiable assets and liabilities of the acquiree is in excess of the consideration paid, negative goodwill is recognised immediately in the income statement. Goodwill is tested annually for impairment and an impairment loss would be recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. t Impairment At the date of each statement of financial position, a review of property, plant and equipment and intangible assets (excluding goodwill) is carried out to determine whether there is any indication that those assets have suffered any impairment. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of any impairment. Where the asset does not generate cash flows that are independent from other assets, the recoverable amount of the cash generating unit to which the asset belongs is estimated. t Other intangible assets Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Subsequently the intangible assets are carried at cost less accumulated amortisation and accumulated impairment. Amortisation is charged on a straight line basis with the useful economic lives attributed as follows: Trade name – 25 years Trade licence – 10 years Customer relationships – 7 to 10 years Order book – Over the life of the contracts Amortisation is charged to other operating expenses within the consolidated income statement. t Investments Investments in subsidiaries, associates and joint ventures are held in the statement of financial position of the Company at historical cost less any allowance for impairment. t Leases and asset finance arrangements Where asset finance arrangements result in substantially all the risks and rewards of ownership resting with the Group, the arrangement is treated as a finance lease with the assets included in the statement of financial position. All other lease arrangements are treated as operating leases and the annual rentals are charged to the income statement on a straight line basis over the lease term. 60 61 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Where a rent free period is received in respect of a property lease the incentive is considered an integral part of the agreement, and the cost of the lease net of the incentive is charged to the income statement on a straight line basis over the lease term. t Operating segments The Group’s reportable operating segments are based on the geographical areas in which its studios are located. Internally the Group prepares discrete financial information for each of its geographical segments. Each reportable operating segment provides the same type of service to clients, namely integrated professional design services for the built environment and internally the Group does not sub divide its business by type of service. t Other operating expenses Other operating expenses include legal and professional costs, professional indemnity insurance premiums, marketing expenses and other general expenses. t Property, plant and equipment All property, plant and equipment is stated at historical cost of acquisition less depreciation and any impairment provisions. Historical cost of acquisition includes expenditure that is directly attributable to the acquisition of the items. Depreciation of property, plant and equipment is calculated to write off the cost of acquisition over the expected useful economic lives using the straight line method and over the following number of years: Leasehold improvements – Unexpired term of lease Office furniture – 4 years Office equipment – 4 years Computer equipment – 2 years t Provisions Provisions are recognised when a present obligation has arisen as a result of a past event which is probable will result in an outflow of economic benefits that can be reliably estimated. Where the effect of the time value of money is material, the provision is based on the present value of future outflows, discounted at the pre-tax discount rate that reflects the risks specific to the liability. Employee benefits In those geographies where it is a legal requirement, provision is also made for end of service benefit (‘EOSB’), being amounts payable to employees when their contract with the group ends (see note 23). The charge to the income statement comprises the service cost and the interest on the liability and is included in personnel related expenses. The obligation has been measured at the reporting date using the projected unit credit method in accordance with IAS 19 and is funded from working capital. t Post retirement benefits Costs in respect of defined contribution pension arrangements are charged to the income statement on an accruals basis in line with the amounts payable in respect of the accounting period. The Group has no defined benefit pension arrangements. t Revenue recognition Revenue represents the value of services performed for customers under contract (excluding value added taxes). Revenue from contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using each performance obligation within the contract and the proportion of total time expected to be required to undertake each performance obligation which had been or is being performed. Step 1) Identification of the contract Contracts with clients are mostly on a fixed basis with the consideration generally being stipulated based on a percentage of the build cost. Contract variations are treated as variations to a specific performance obligation, with any additional fees associated with that variation, and the time and cost required to fulfil the variations, included within the overall assessment to time required to complete the overall performance obligation. This is on the basis that those variations are normally not distinct in themselves (modifications to existing elements of the obligations) and therefore are repriced as if they were part of the original contract. Step 2) Identification of performance obligations Whilst the nature of performance obligations may vary from project to project, they are generally split by identification of Royal Institute of British Architects (‘RIBA’) work stages (delivered as either an individual work stage or a group of work stages depending on the exact nature of the contract). which constitute individual and distinctive promises within the contract. These are capable of being delivered independently. Local equivalents of RIBA apply depending on the jurisdiction of the contract, and may be identified. Step 3) Identify the consideration Consideration is generally fixed and agreed within the contract for services between Aukett Swanke Group Plc and the client, subject to modifications as noted above in step 1. Step 4) Allocate the transaction price The performance obligations within the contract are billed on the basis of a fee allocated to each element of the project, however revenue is allocated to the performance obligations based on the total expected time cost and contract cost expected to be required to undertake each performance obligation within the contract. This leads to recognition of revenue being reallocated between work stages where Management assess that the billing milestones associated to specific stages as stated in the contract do not fairly reflect the total time and cost required to complete those tasks. Estimates of the total time expected to be required to undertake the contracts are made on a regular basis and subject to management review. These estimates may differ from the actual results due to a variety of factors such as efficiency of working, accuracy of assessment of progress to date and client decision making. Step 5) Recognition of revenue For all contracts undertaken by Management, the measurement of revenues follows an “over time” pattern, and therefore is no different in nature to the previous recognition pattern under IAS 18. The basis on which this is the case is that the work performed by the Group has no alternative use and the contracts contain provisions by which consideration can be recovered for part-performance of obligations in the event that a contract is terminated. The revenue recoverable in such an instance would approximate to compensating the Group for the selling price of the services rendered to date. The amount by which revenue exceeds progress billings is classified as amounts due from customers for contract work and included in contract assets. To the extent progress billings exceed relevant revenue, the excess is classified as advances received from customers for contract work and included in contract liabilities. The impact of adoption of IFRS 15 ‘revenue from contracts with customers’, and the methodology applied under this standard are detailed further in note 34. t Trade receivables Trade receivables are amounts due from clients for services provided in the ordinary course of business and are stated net of any provision for impairment. Following the adoption of IFRS 9, the Group followed the simplified approach and so makes an expected credit loss allowance using lifetime expected credit losses for all trade receivables and contract assets. The estimates and judgements applied are detailed further in notes 18 and 34. The Group endeavours to undertake work only for clients who have the financial strength to complete projects but even so, much property development is financed by funds not unconditionally committed at the commencement of the project. Problems with financing can on occasion unfortunately lead to clients being unable to pay their debts either on a temporary or more permanent basis. The Group monitors receipts from clients closely and undertakes a range of actions if there are indications a client is experiencing funding problems. The Group makes further loss allowances if it is considered that there is a significant risk of non-payment. The factors assessed when considering a loss allowance include the ownership of the development site, the general financial strength and financial difficulties of the client, likely use / demand for the completed project, and the length of time likely to be necessary to resolve the funding problems. The Group strives to maintain good relations with clients, but on occasions disputes do arise with clients requiring litigation to recover outstanding monies. In such circumstances, the directors carefully consider the individual facts relating to each case (such as strength of the legal arguments and financial strength of the client) when deciding the level of any further impairment allowance. 2 ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. ACCOUNTING ESTIMATES In preparing the financial statements, the directors make estimates and assumptions concerning the future. The resulting accounting estimates, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are considered to be: 62 63 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Impairment of trade receivables The Group provides architectural, interior design and related services to a wide variety of clients including property developers, owner occupiers and governmental organisations, both in the United Kingdom and overseas. An increase of 6% (2018: 5%) as a percentage of total trade receivables would lead to a material bad debt exposure. Based on the combination of credit loss allowances and specifically identified further provisions, there is a £1.0m, (2018: £1.1m) trade receivables provision primarily against Middle East trade receivables. Given the nature of these, there remains the potential to collect these in future years. Further quantitative information concerning trade receivables is shown in notes 18, 29 and 34. t Impairment of goodwill Details of the impairment reviews undertaken in respect of the carrying value of goodwill are given in note 12. t Impairment of investments in subsidiaries, associate and joint ventures The company’s investment in subsidiaries, associate and joint ventures is reviewed annually for impairment. The recoverable amount is determined based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets and forecasts covering a five year period. Cash flows beyond the five year period are extrapolated using long term average growth rates. The key assumptions made in these projections are the same as those given in relation to impairment of goodwill in note 12. CRITICAL ACCOUNTING JUDGEMENTS Critical judgements represent key decisions made by management in the application of the Group’s accounting policies. Where a significant risk of materially different outcomes exists due to management assumptions, this will represent a critical accounting judgement. Accounting judgements are continually reviewed in light of new information and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are considered to be: t Recognition of fee claim revenue The nature of the project work undertaken by the Group means sometimes the scale and scope of a project increases after work has commenced. Subsequent changes to the scale and scope of the work may require negotiation with the clients for variations. Advance agreement of the quantum of variation fees is not always possible, in particular when the timescale for project completion is changing or where the cost of variations cannot be determined until the work has been undertaken. The Group have limited numbers of situations where we are entitled to a fee claim, on which estimation of the amount we would be entitled to in such a claim is considered on a case by case basis, and only recognised when it is highly probable that there will not be a subsequent reversal of the estimated revenues of a probable outcome under the requirements of IFRS 15 for variable consideration. In the current year and at the transitional date to IFRS 15, no material fee claim revenue has been recognised at 30 September 2019. 3 OPERATING SEGMENTS The Group comprises three separately reportable geographical segments (‘hubs’), together with a group costs segment. Geographical segments are based on the location of the operation undertaking each project. The Group’s operating segments consist of the United Kingdom, the Middle East and Continental Europe. Turkey and Russia are included within Continental Europe together with Germany and the Czech Republic. t Income statement segment information Segment revenue United Kingdom Middle East Continental Europe Revenue 64 2019 £’000 7,454 7,522 516 15,492 2018 £’000 6,744 6,819 817 14,380 Segment revenue less sub consultant costs United Kingdom Middle East Continental Europe Revenue less sub consultant costs 2019 £’000 7,379 5,900 432 13,711 2018 £’000 6,610 5,852 632 13,094 All of the Group’s revenue relates to the value of services performed for customers under construction type contracts. These contracts are generally fixed price and take place over a long term basis. No segmentation of timing of revenue recognition is provided as all services continue to be provided on an ‘over time’ basis. All impairment losses recognised in note 18 are in respect of the Group’s contracts with customers. Segment net finance expense United Kingdom Middle East Continental Europe Group costs Net finance expense Segment depreciation United Kingdom Middle East Continental Europe Depreciation Segment amortisation United Kingdom Middle East Continental Europe Amortisation 2019 Segment result United Kingdom Middle East Continental Europe Group costs Profit before tax 2019 £’000 (18) - - (24) (42) 2019 £’000 101 48 1 150 2019 £’000 27 43 11 81 Before goodwill and acquisition adjustments £’000 Fair value gains on deferred consideration and acquisition settlement £’000 (89) (123) 351 99 238 - 54 - - 54 Reallocation of group management charges £’000 540 594 144 (1,278) - Sub-total £’000 (89) (69) 351 99 292 As restated (note 35) 2018 £’000 (12) - - (28) (40) As restated (note 35) 2018 £’000 98 61 19 178 2018 £’000 27 40 13 80 Total £’000 451 525 495 (1,179) 292 65 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 2018 Segment result United Kingdom Middle East Continental Europe Group costs Loss before tax Before goodwill and acquisition adjustments £’000 (1,505) (1,336) 131 39 (2,671) Fair value gains on deferred consideration and acquisition settlement £’000 - 127 - - 127 Reallocation of group management charges £’000 540 624 153 (1,317) - Sub-total £’000 (1,505) (1,209) 131 39 (2,544) Total £’000 (965) (585) 284 (1,278) (2,544) The Group’s share of results from associate and joint ventures included within the Continental Europe segment result are shown in notes 16 and 17. t Revenue from contracts with customers Assets and liabilities related to contracts with customers The group has recognised the following assets and liabilities related to contracts with customers: Current contract assets relating to professional services contracts Loss allowance Total contract assets Contract liabilities relating to professional services contracts Total contract liabilities 2019 £’000 680 (17) 663 836 836 As restated 2018 £’000 1,261 (41) 1,220 886 886 Significant changes in contract asset and liabilities Contract assets have decreased as the Group has provided fewer services ahead of the agreed payment schedules for contracts. Most of the contract assets are derived from contracts in the Middle East operating segment. The Group also recognised a loss allowance for contract assets following the adoption of IFRS 9, see note 34 for further information. There were no significant changes in Contract liabilities as the timing of invoicing for services ahead of providing services remained largely unchanged. Contract liabilities are derived primarily from contracts in the UK operating segment. Revenue recognised in relation to contract liabilities The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract liabilities and how much relates to performance obligations that were satisfied in a prior year: Total contract liabilities as at 1 October 2018 (as restated) Revenue recognised that was included in the contract liability balance at the beginning of the period Credits issued relating to the contract liability balance at the beginning of the year, previously invoiced but not recognised as revenue. Cash received in advance of performance and not recognised as revenue in the period Total contract liabilities as at 30 September 2019 £’000 (886) 797 89 (836) (836) The Group did not recognise any revenue in the reporting period from performance obligations satisfied (or partially satisfied) in previous periods. t Statement of financial position segment information Segment assets United Kingdom Middle East Continental Europe Trade receivables and contract assets Other current assets Non current assets* Total assets *Non current assets include investments in associate and joint ventures. Segment liabilities United Kingdom Middle East Continental Europe Trade payables, contract liabilities and accruals Other current liabilities Non current liabilities Total liabilities t Geographical areas Revenue United Kingdom Country of domicile Russia Turkey United Arab Emirates Foreign countries Revenue 2019 £’000 1,488 2,565 91 4,144 2,568 4,945 11,657 2019 £’000 2,989 1,594 85 4,668 1,027 1,448 7,143 2019 £’000 7,454 7,454 254 262 7,522 8,038 As restated (note 35) 2018 £’000 1,798 2,821 84 4,703 1,781 4,786 11,270 As restated (note 35) 2018 £’000 2,776 1,577 90 4,443 1,144 1,547 7,134 2018 £’000 6,744 6,744 311 506 6,819 7,636 15,492 14,380 66 67 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 As restated (note 35) 2018 £’000 Non current assets United Kingdom Country of domicile Russia Germany Turkey United Arab Emirates Foreign countries Non current assets excluding deferred tax Deferred tax Non current assets 2019 £’000 2,479 2,479 - 988 75 1,210 2,273 4,752 193 4,945 t Major clients During the year ended 30 September 2019, the Group did not derive 10% or more of its revenues from any client (2018: no client). Largest client revenues 2019 £’000 940 The largest client revenues for 2019 relate to the Middle East operating segment (2018: Middle East operating segment). t Revenue by project site The geographical split of revenue based on the location of project sites was: United Kingdom Middle East Continental Europe Rest of the world Revenue 4 OTHER OPERATING INCOME Property rental income Management charges to joint ventures and associates Other sundry income Fair value gain on the reduction of deferred consideration Total other operating income 68 2019 £’000 6,900 7,827 589 176 15,492 2019 £’000 170 114 33 54 371 2,351 2,351 1 793 75 1,189 2,058 4,409 377 4,786 2018 £’000 1,219 2018 £’000 6,200 6,954 998 228 14,380 2018 £’000 28 115 17 127 287 As restated (note 35) 2018 £’000 5 FINANCE COSTS Payable on bank loans and overdrafts Finance lease interest payable Total finance costs 6 AUDITOR REMUNERATION 2019 £’000 28 14 42 During the year the Group incurred the following costs in relation to the Company’s auditor and associates of the Company’s auditor: Fees payable to the Company’s auditor for the audit of the Company’s annual accounts Fees payable to the Company’s auditor and its associates for other services Audit of the Company’s subsidiaries pursuant to legislation Non-audit services - tax compliance services Non-audit services - audit related assurance services 2019 £’000 42 65 - - 36 4 40 2018 £’000 42 58 - - The figures presented above are for Aukett Swanke Group Plc and its subsidiaries as if they were a single entity. Aukett Swanke Group Plc has taken the exemption permitted by United Kingdom Statutory Instrument 2008/489 to omit information about its individual accounts. 7 EMPLOYEE INFORMATION The average number of persons employed by the Group and Company during the year was as follows: Technical Administrative Total Group 2019 Number 152 36 188 2018 Number 174 39 213 Company 2019 Number 2018 Number - 7 7 - 7 7 In addition to the number of staff disclosed above, the Group’s associate and joint ventures employed an average of 126 persons (2018: 122 persons). The costs of the persons employed by the Group and Company during the year were: Wages and salaries Social security costs Contributions to defined contribution pension arrangements Total Group Company 2019 £’000 8,254 517 259 9,030 2018 £’000 9,447 594 308 10,349 2019 £’000 647 75 38 760 2018 £’000 630 84 79 793 The Group contributes to defined contribution pension arrangements for its employees both in the UK and overseas. The assets of these arrangements are held by financial institutions entirely separately from those of the Group. 69 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The Group’s Turkish subsidiary is required to pay termination benefits to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity payments. 10 TAX CHARGE The Group’s Middle East subsidiaries are required to pay termination benefits to each employee who completes one year of service as stipulated by UAE labour laws. Further details of this can be found in note 23. 8 OPERATING LEASES The operating lease payments recognised as an expense during the year were: Property Plant & equipment Total 9 DIRECTORS’ EMOLUMENTS 2019 £’000 600 14 614 2018 £’000 830 40 870 Current tax Adjustment in respect of previous years Total current tax Origination and reversal of temporary differences Changes in tax rates Total deferred tax (note 22) Total tax credit Directors with operational roles in the UK business, and The Executive Directors of Aukett Swanke Group (“ASG”) Plc, waived part of their emoluments in the prior year to reflect difficult trading conditions. The total amounts waived were 2019: £nil (2018: £14,000). 2019 Anthony Simmonds Nicholas Thompson Beverley Wright John Bullough Robert Fry Clive Carver Raúl Curiel Antony Barkwith Total 2018 Anthony Simmonds Nicholas Thompson Beverley Wright John Bullough Andrew Murdoch Nick Pell Robert Fry Total Aggregate emoluments £’000 Pension contributions £’000 Total received £’000 23 210 81 30 123 12 19 25 523 - 21 17 - 17 - - 3 58 23 231 98 30 140 12 19 28 581 Aggregate emoluments £’000 Pension contributions £’000 Total received £’000 45 198 156 30 60 57 61 607 - 24 18 - 9 2 7 60 45 222 174 30 69 59 68 667 Waived £’000 - 7 5 - - - 2 14 Total entitlement £’000 23 231 98 30 140 12 19 28 581 Total entitlement £’000 45 229 179 30 69 59 70 681 Raúl Curiel was appointed as a Director on 12 February 2019. Beverley Wright and Anthony Simmonds resigned as Directors on 28 March 2019. Clive Carver was appointed as a Director on 10 May 2019. Antony Barkwith was appointed as a Director on 9 July 2019. Benefits were accruing to five Directors (2018: five Directors) under defined contribution pension arrangements. The aggregate emoluments of the highest paid Director were £210,000 (2018: £198,000) together with pension contributions of £21,000 (2018: £24,000). 70 2019 £’000 1 (218) (217) 83 94 177 (40) 2018 £’000 1 - 1 (172) - (172) (171) 2018 £’000 (2,544) (483) 59 (23) 279 - (3) (171) 2018 £’000 (2,345) (2,345) 2018 Number - The standard rate of corporation tax in the United Kingdom is applicable for the financial year was 19% (2018: 19%) The tax assessed for the year differs from the United Kingdom standard rate as explained below: Profit/(loss) before tax Profit/(loss) before tax multiplied by the standard rate of corporation tax in the United Kingdom of 19% (2018: 19%) Effects of: Other non tax deductible expenses Associate and joint ventures reported net of tax Tax losses not recognised Current tax adjustment in respect of previous years Deferred tax adjustment in respect of previous years Income not taxable Total tax credit 11 EARNINGS PER SHARE The calculations of basic and diluted earnings per share are based on the following data: Earnings Continuing operations Profit / (loss) for the year Number of shares 2019 £’000 292 55 8 (73) 105 (218) 94 (11) (40) 2019 £’000 346 346 2019 Number Weighted average of ordinary shares in issue Effect of dilutive options 165,213,652 165,213,652 - - Diluted weighted average of ordinary shares in issue 165,213,652 165,213,652 71 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 As explained in note 25 the Company has granted options over 500,000 of its ordinary shares. These have not been included above as the average share price was below the exercise price in 2019 and they therefore do not have a dilutive effect. 12 GOODWILL Group Cost At 1 October 2017 Exchange differences At 30 September 2018 Exchange differences At 30 September 2019 Impairment At 1 October 2017 Exchange differences At 30 September 2018 Exchange differences At 30 September 2019 Net book value At 30 September 2019 At 30 September 2018 At 30 September 2017 The net book value of goodwill is allocated to the Group’s cash generating units (“CGU”) as follows: At 30 September 2017 Exchange differences At 30 September 2018 Exchange differences At 30 September 2019 United Kingdom £’000 1,740 - 1,740 - 1,740 Turkey £’000 54 (22) 32 5 37 Middle East £’000 583 17 600 35 635 £’000 2,648 (7) 2,641 42 2,683 271 (2) 269 2 271 2,412 2,372 2,377 Total £’000 2,377 (5) 2,372 40 2,412 The key assumptions in the discounted cash flow projections for the United Kingdom operation are: • • • the future level of revenue, set at a compound growth rate of 5.5% over the next five years - which is based on knowledge of past property development cycles and external forecasts such as the construction forecasts published by Experian. Historically the property development market has both declined more swiftly and recovered more sharply than the economy as a whole. Management also considers the level of future secured revenues at the point of drawing up these calculations; long term growth rate - which has been assumed to be 2.1% (2018: 2.3%) per annum based on the average historical growth in gross domestic product in the United Kingdom over the past fifty years; and the discount rate - which is the UK segment’s pre-tax weighted average cost of capital and has been assessed at 13.3% (2018: 13.1%). Based on the discounted cash flow projections, the recoverable amount of the UK CGU is estimated to exceed carrying values by £6,318k (460%). An 8% fall in all future forecast revenues without a corresponding reduction in costs in the UK CGU, or an increase in the discount rate to over 49%, would result in carrying amounts exceeding their recoverable amount. A decrease in the effective compound growth rate of revenue to 4.2% instead of the 5.5% noted above, without a corresponding reduction in costs in the UK CGU, would result in carrying amounts exceeding their recoverable amount. Management believes that the carrying value of goodwill remains recoverable despite this sensitivity given the conservative nature of the underlying forecasts prepared. The key assumptions in the discounted cash flow projections for the Middle East operation are: • • • • the future level of revenue, set at a compound growth rate of 6.1% over the next five years - which is based on knowledge of the current and expected level of construction activity in the Middle East; working capital requirements - which is based on management’s best in a geography where it is common to have high levels of trade receivables; long term growth rate - which has been assumed to be 3.5% per annum based on the average historical growth in gross domestic product in the Middle East over the past forty years; and the discount rate – which is the Middle East segment’s pre-tax weighted average cost of capital has been assessed at 11.9% (2018: 11.6%). Based on the discounted cash flow projections, the recoverable amount of the Middle East CGU is estimated to exceed carrying values by at least £3.6m (150%). A decrease in the effective compound growth rate of revenue to 4.9% instead of the 6.1% noted above, without a corresponding reduction in costs in the Middle Eastern CGU, would result in carrying amounts exceeding their recoverable amount. A 5% fall in all future forecast revenues without a corresponding reduction in costs in the Middle East CGU, or an increase in the discount rate to 25.9%, would result in carrying amounts exceeding their recoverable amount. Management believe that the carrying value of goodwill remains recoverable despite this sensitivity given the conservative nature of the underlying forecasts prepared. UMSPANNWERK, KREUZBERG The goodwill allocated to each cash generating unit is tested annually for impairment. The recoverable amount of a cash generating unit is determined based on value in use calculations. These calculations use pre-tax cash flow projections based on financial budgets and forecasts covering a five year period. Cash flows beyond the five year period are extrapolated using long term average growth rates. The carrying value of goodwill allocated to the United Kingdom and the Middle East is material. The total carrying value of goodwill allocated to Turkey is not. 72 73 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 13 OTHER INTANGIBLE ASSETS 14 PROPERTY, PLANT & EQUIPMENT Group Cost At 30 September 2017 Exchange differences At 30 September 2018 Disposal Exchange differences At 30 September 2019 Amortisation At 30 September 2017 Charge Exchange differences At 30 September 2018 Disposal Charge Exchange differences At 30 September 2019 Net book value At 30 September 2019 At 30 September 2018 At 30 September 2017 Trade name £’000 Customer relationships £’000 Order book £’000 Trade licence £’000 689 (12) 677 - 24 701 100 26 (5) 121 - 26 5 152 549 556 589 417 (34) 383 - 21 404 155 47 (22) 180 - 47 10 237 167 203 262 164 (7) 157 (157) - - 164 - (7) 157 (157) - - - - - - 73 2 75 - 5 80 16 7 1 24 - 8 2 34 46 51 57 Total £’000 1,343 (51) 1,292 (157) 50 1,185 435 80 (33) 482 (157) 81 17 423 762 810 908 Amortisation is included in other operating expenses in the consolidated income statement. t Trade name The trade name was acquired as part of the acquisition of Swanke Hayden Connell Europe Limited (“SHC”) in December 2013 and also on the acquisition of Shankland Cox Limited (“SCL”) in February 2016. The SHC trade name reflects the inclusion of the Swanke name in the enlarged Group. Trade names are amortised on a straight line basis over a 25 year period from the acquisition date and have remaining amortisation periods of 19 and 21 years, respectively. t Customer relationships The customer relationships were acquired as part of the acquisition of SHC in December 2013, on the acquisition of John R Harris & Partners Limited (“JRHP”) in June 2015 and on the acquisition of SCL in February 2016. This represents the value attributed to clients who provided repeat business to the Group on the strength of these relationships. Customer relationships are amortised on a straight line basis over a 7-10 year period from the acquisition dates. The customer relationships acquired in December 2013 have a remaining amortisation period of 1 year. The customer relationships acquired in June 2015 and February 2016 both have remaining amortisation periods of 6 years. t Trade licence The trade licence was acquired as part of the acquisition of JRHP in June 2015. This represents the value of licences granted to JRHP for architectural activities in the regions in which it operates. The licence is amortised on a straight line basis over a 10 year period from the acquisition date and has a remaining amortisation period of 6 years. Group Cost At 30 September 2017 Additions (as restated) Disposals Exchange differences At 30 September 2018 (as restated) Additions Disposals Exchange differences At 30 September 2019 Depreciation At 30 September 2017 Charge (as restated) Disposals Exchange differences At 30 September 2018 (as restated) Charge Disposals Exchange differences At 30 September 2019 Net book value At 30 September 2019 At 30 September 2018 (as restated) At 30 September 2017 15 INVESTMENTS Company Cost At 30 September 2017, 2018 and 2019 Provisions At 30 September 2017, 2018 and 2019 Net book value At 30 September 2017, 2018 and 2019 Leasehold improvements £’000 Furniture & equipment £’000 346 337 - (12) 671 241 (317) 2 597 316 45 - (10) 351 95 (317) 2 131 466 320 30 1,456 79 (86) (23) 1,426 59 (35) 23 1,473 1,276 133 (75) (22) 1,312 55 (35) 17 1,349 124 114 180 Subsidiaries £’000 Joint ventures £’000 Associate £’000 10,077 4,596 5,481 21 - 21 12 - 12 Total £’000 1,802 416 (86) (35) 2,097 300 (352) 25 2,070 1,592 178 (75) (32) 1,663 150 (352) 19 1,480 590 434 210 Total £’000 10,110 4,596 5,514 74 75 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The current net book values of the investments in subsidiaries is £5,481k, which is larger than the net assets of the consolidated statement of financial position of £4,514k (2018: £4,136k). The net book values are supported by the value in use calculations detailed further in note 12. t Subsidiary operations The following are the subsidiary undertakings at 30 September 2019: Name Subsidiaries Aukett Swanke Limited Aukett Fitzroy Robinson International Limited Veretec Limited Aukett Swanke OOO Swanke Hayden Connell International Limited Swanke Hayden Connell Mimarlik AS John R Harris & Partners Limited Shankland Cox Limited Aukett Swanke Architectural Design Limited Swanke Hayden Connell Europe Limited Fitzroy Robinson Limited Swanke Limited John R Harris & Partners Limited Aukett Fitzroy Robinson Limited Thomas Nugent Architects Limited Aukett Fitzroy Robinson Europe Limited Aukett Limited Aukett (UK) Limited Aukett Group Limited Fitzroy Robinson West & Midlands Limited Country of incorporation and registered office address (see table below) Proportion of ordinary equity held 2019 2018 Nature of business (A) (A) (A) (B) (A) (C) (D) (A) (A) (A) (A) (A) (A) (A) (A) (A) (A) (A) (A) (A) 100% 100% 100% 100% 100% 100% 80% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 80% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Architecture & design Architecture & design Architecture & design Architecture & design Architecture & design Architecture & design Architecture & design Architecture & Engineering Architecture & design Non-trading Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Aukett Fitzroy Robinson International Limited is incorporated in England & Wales, but operates principally through its Middle East branch which is registered in the Abu Dhabi emirate of the United Arab Emirates. John R Harris & Partners Limited is incorporated in Cyprus and operates principally in the Middle East. It is also the only subsidiary for which there is a non-controlling interest. The proportion of equity and voting rights held by the non-controlling interests is 20%. Shankland Cox Limited is incorporated in England & Wales, but operates principally through its Middle East branches registered in emirates of the United Arab Emirates including Abu Dhabi, Dubai, Al Ain and Ras Al Khaimah. Aukett Swanke Architectural Design Limited is incorporated in England & Wales, but operates principally in the United Arab Emirates. The UAE domiciled branches are consolidated in to the Group principally based on profit sharing agreements in place. 76 t Interest in associate and joint ventures Set out below are the associate and joint ventures of the Group as at 30 September 2019. The entities listed below have share capital consisting solely of ordinary shares, held directly by the Group. The country of incorporation is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. Name of entity Country of incorporation and registered office address (see below) Aukett + Heese Frankfurt GmbH Aukett sro Aukett + Heese GmbH (E) (F) (G) Proportion of ordinary equity held Nature of relationship Measurement method 2019 50% 50% 25% 2018 50% 50% 25% Joint venture Joint venture Associate Equity Equity Equity All joint venture and associate entities provide architectural and design services. There are no contingent liabilities or commitments in relation to the joint ventures or associates. Country of incorporation and registered office addresses Ref (A) (B) (C) (D) (E) (F) (G) Country of Incorporation Registered office address England & Wales 10 Bonhill Street, London, EC2A 4PE, United Kingdom Russia Turkey Cyprus Germany 18 Prospekt Andropova, bld.7, office E 11 POM XVI K 1 O 5, Moscow, 115432, Russia Esentepe Mahallesi Kore Şehitleri Caddesi 34, Deniz İş Hanı K.6 34394 Zincirlikuyu, Istanbul, Turkey 17-19 Themistokli Dervi street, The City House, 1066 Nicosia, Cyprus Gutleutstrasse 163, 60327 Frankfurt am Main, Germany Czech Republic Janackovo Nabrezi 471/49, 150 00 Prague 5 , Czech Republic Germany Budapester Strasse 43, 10787 Berlin, Germany 16 INVESTMENT IN ASSOCIATE As disclosed in note 15, the Group owns 25% of Aukett + Heese GmbH which is based in Berlin, Germany. The table below provides summarised financial information for Aukett + Heese GmbH as it is material to the Group. The information disclosed reflects Aukett + Heese GmbH’s relevant financial statements and not the Group’s share of those amounts. They have been amended to reflect adjustments made by the Group when using the equity method. Summarised balance sheet Assets Non current assets Current assets Total assets Liabilities Current liabilities Total liabilities Net assets 2019 £’000 170 4,568 4,738 (1,896) (1,896) 2,842 2018 £’000 146 3,151 3,297 (1,118) (1,118) 2,179 77 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Reconciliation to carrying amounts: Opening net assets at 1 October Profit for the period Other comprehensive income Dividends paid Closing net assets Group’s share in % Group’s share in £’000 Carrying amount Summarised statement of comprehensive income Revenue Sub consultant costs Revenue less sub consultant costs Operating costs Profit before tax Taxation Profit for the period from continuing operations Other comprehensive income Total comprehensive income 2019 £’000 2,179 1,065 (4) (398) 2,842 25% 711 711 2019 £’000 13,425 (5,372) 8,053 (6,525) 1,528 (463) 1,065 (4) 1,061 2018 £’000 2,121 170 21 (133) 2,179 25% 545 545 2018 £’000 15,729 (7,773) 7,956 (7,712) 244 (74) 170 21 191 The Group received dividends of £100,000 (2018: £33,000) from Aukett + Heese GmbH. The principal risks and uncertainties associated with Aukett + Heese GmbH are the same as those detailed within the Group’s Strategic Report. 17 INVESTMENTS IN JOINT VENTURES t Frankfurt As disclosed in note 15, the Group owns 50% of Aukett + Heese Frankfurt GmbH which is based in Frankfurt, Germany. At 30 September 2017 Share of profits Dividends paid Exchange differences At 30 September 2018 Share of profits Dividends paid Exchange differences At 30 September 2019 £’000 216 96 (66) 2 248 117 (86) (2) 277 The Group received dividends of £86,000 (2018: £66,000) from Aukett + Heese Frankfurt GmbH. The following amounts represent the Group’s 50% share of the assets and liabilities, and revenue and expenses of Aukett + Heese Frankfurt GmbH. Assets Non current assets Current assets Total assets Liabilities Current liabilities Total liabilities Net assets Revenue Sub consultant costs Revenue less sub consultant costs Operating costs Profit before tax Taxation Profit after tax 2019 £’000 12 580 592 (315) (315) 277 2019 £’000 1,030 (343) 687 (516) 171 (54) 117 2018 £’000 14 444 458 (210) (210) 248 2018 £’000 754 (186) 568 (428) 140 (44) 96 78 2 - 4 C I T Y R O A D 0 1 2 3 4 5 79 The principal risks and uncertainties associated with Aukett + Heese Frankfurt GmbH are the same as those detailed within the Group’s Strategic Report. AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Prague As disclosed in note 15, the Group owns 50% of Aukett sro which is based in Prague, Czech Republic. At 30 September 2017 Share of losses Exchange differences At 30 September 2018 Share of losses Exchange differences At 30 September 2019 The following amounts represent the Group’s 50% share of the assets and liabilities of Aukett sro. Assets Current assets Total assets Liabilities Current liabilities Total liabilities Net (liabilities) / assets £’000 17 (17) - - - - - 2018 £’000 46 46 (46) (46) - 2019 £’000 88 88 (93) (95) (5) Aukett sro has net liabilities as at the balance sheet date, however the Group’s share of losses is limited to the share in the Group’s investment as no shareholder is required to make good those losses on winding up. Revenue Sub consultant costs Revenue less sub consultant costs Operating costs Loss before tax Loss after tax 2019 £’000 265 (124) 141 (146) (5) (5) 2018 £’000 166 (33) 133 (150) (17) (17) The principal risks and uncertainties associated with Aukett sro are the same as those detailed within the Group’s Strategic Report. 18 TRADE AND OTHER RECEIVABLES Group Gross trade receivables Impairment allowances Net trade receivables Other financial assets at amortised cost Amounts owed by associates and joint ventures Corporate tax asset Other current assets Total Company Amounts due after more than one year Amounts owed by associate and joint ventures Total amounts due after more than one year Amounts due within one year Amounts owed by subsidiaries Amounts owed by associate and joint ventures Other financial assets at amortised cost Other current assets Total amounts due within one year Total 2019 £’000 4,503 (1,022) 3,481 510 37 218 658 4,904 2019 £’000 - 27 27 2,045 10 4 37 2,096 2,123 2018 £’000 4,578 (1,095) 3,483 233 27 - 811 4,554 2018 £’000 - 27 27 1,422 - 9 44 1,475 1,502 The amounts owed by subsidiaries were secured in January 2013 by debentures over all the assets of the relevant subsidiaries. These debentures rank after the debentures securing the bank loan and overdraft. t Impairment allowances The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and project retentions, and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The Group engages with clients who are creditworthy, liquid developers. Management identified that the loss allowances should be calculated and applied separately based on geographic segments of the Group, and more specifically to each country in which the Group has operations. Whilst the specific terms each contract the Group engages in may be different, certain common characteristics can be applied. Provisions on bad and doubtful debts in the UK, Turkey and Russia have been immaterial in the historical period reviewed in order to establish the expected loss rate at 30 September 2019. In the UK and Russia the Group generally builds up advances for contract work recognised as a credit to the balance sheet which reduces the impact of potential bad debts. Amounts due for contract work not yet billed are generally not material. No loss allowance provision has been made for trade receivables and contracts assets owed to Group entities operating in these countries. Amounts due for contract work in the Middle East segment are material, with contracts in the Middle East often billed in arrears. Sizeable write offs in prior years have informed the overall rate calculated for the provisioning matrix. 80 81 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The loss allowance for the Middle East operating segment as at 30 September 2019 (excluding additional loss allowances measured on a case by case basis) was determined as follows for both trade receivables and contract assets: The movement on impairment allowances for trade receivables was as follows: 30 September 2019 Expected loss rate (%) Gross carrying amount (£’000) Loss allowance (£’000) through CSOFP Current 3% 1,955 67 1-30 days past due More than 30 days past due More than 60 days past due More than 90 days past due 4% 100 4 8% 193 16 15% 105 15 20% 399 78 Total 2,752 180 The loss allowance for the Middle East operating segment as at 30 September 2019 was determined as follows for both trade receivables and contract assets: The loss allowance was initially calculated in United Arab Emirate Dirhams (AED) being the functional currency of the Group entities in the Middle East operating segment. On conversion to GBP in the Group consolidation, the carried forward loss allowance is converted at the balance sheet rate, whereas the movement in the loss allowance in the year is converted at the average rate in the statement of comprehensive income. A foreign exchange difference of £10k arises which is taken through the foreign currency translation reserve. The reconciliation of loss allowances for trade receivables and contract assets as at 30 September 2018 to the opening loss allowances on 1 October 2018 are provided in note 34: Opening loss allowance provision as at 1 October 2018 Loss allowance provision Amounts restated through opening Foreign Currency translation reserve Loss allowance calculated based on ECL loss matrices Additional provisions identified on a case by case basis Total loss allowance as at 30 September 2019 - calculated under IFRS 9 Contract assets £’000 Trade receivables £’000 41 (26) 2 17 - 17 180 (25) 8 163 859 1,022 The loss allowances decreased by £17k to £163k for trade receivables and by £24k to £17k for contract assets during the year to 30 September 2019. A further allowance for impairment of trade receivables and contract assets is established on a case by case basis (amounting to £859k at 30 September 2019 and £915k at 30 September 2018 when there are indicators suggesting that the specific debtor balance in question has experienced a significant deterioration in credit worthiness. Known significant financial difficulties of the client and lengthy delinquency in receipt of payments are considered indicators that a trade receivable may be impaired. Where a trade receivable or contract asset is considered impaired the carrying amount is reduced using an allowance and the amount of the loss is recognised in the income statement within other operating expenses. At 30 September 2017 Charged to the income statement based on additional case by case provisions Allowance utilised Exchange differences At 30 September 2018 as originally presented On adoption of IFRS 9 At 30 September 2018 as restated Loss allowance provision Charged to the income statement based on additional case by case provisions Allowance utilised Exchange differences At 30 September 2019 19 TRADE AND OTHER PAYABLES Group Trade payables Other taxation and social security Other payables* Accruals Total Company Trade payables Amounts owed to subsidiaries Other payables Accruals Total * See note 35 for further detail on the prior period adjustment to other payables. See note 33 for further details of the amounts due to subsidiaries. £’000 685 374 (169) 25 915 180 1,095 (25) 137 (243) 58 1,022 2018 £’000 1,493 525 310 2,064 4,392 2018 £’000 44 1,910 11 291 2,256 2019 £’000 1,760 573 123 2,072 4,528 2019 £’000 26 2,389 4 273 2,692 82 83 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 20 BORROWINGS Group Secured bank loan Finance lease liabilities Total borrowings Amounts due for settlement within 12 months Current liability Amounts due for settlement between one and two years Amounts due for settlement between two and five years Non current liability Total borrowings Company Secured bank loan Total borrowings Instalments due within 12 months Current liability Instalments due between one and two years Instalments due between two and five years Non current liability Total borrowings 2019 £’000 325 278 603 331 331 136 136 272 603 2019 £’000 325 325 260 260 65 - 65 325 As restated (note 35) 2018 £’000 553 314 867 308 308 308 251 559 867 2018 £’000 553 553 246 246 246 61 307 553 The bank loan and overdraft are secured by debentures over all the assets of the Company and certain of its United Kingdom subsidiaries. The bank loan and overdraft carry interest at 2.5% above the London Interbank Offer Rate (LIBOR) for the relevant currency. 21 ANALYSIS OF NET FUNDS Group Cash at bank and in hand Cash and cash equivalents Secured bank loan (note 20) Net funds 84 2019 £’000 1,145 1,145 (325) 820 2018 £’000 710 710 (553) 157 22 DEFERRED TAX Group At 30 September 2017 Income statement Exchange differences At 30 September 2018 Income statement Exchange differences At 30 September 2019 Group Deferred tax assets Deferred tax liabilities Net deferred tax balance Tax depreciation on plant and equipment £’000 Trading losses £’000 Other temporary differences £’000 89 - - 89 (5) - 84 115 165 - 280 (163) - 117 (62) 7 2 (53) (9) 1 (61) 2019 £’000 193 (53) 140 Total £’000 142 172 2 316 (177) 1 140 2018 £’000 377 (61) 316 Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group has not recognised deferred income tax in respect of losses that can be carried forward against future taxable income in its Russian operation. The Group also did not recognise deferred income tax in respect of taxable losses carried forward against future taxable income of certain of its subsidiaries which are incorporated in the UK but operate wholly through permanent establishments in the Middle East and future profits are therefore anticipated to be non-taxable. 23 PROVISIONS Group At 30 September 2017 Utilised Charged to the income statement Exchange differences At 30 September 2018 Utilised Recorded in property, plant and equipment (note 15) Charged to the income statement Exchange differences At 30 September 2019 Property lease provision £’000 Employee benefit obligations £’000 151 (151) - - - - 210 - - 210 880 (156) 191 12 927 (232) - 163 55 913 Total £’000 1,031 (307) 191 12 927 (232) 210 163 55 1,123 85 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Property lease provision The provision arose from lease obligations in respect of the Company’s leased London premises. There are uncertainties around the provision due to the fact that costs may increase over the period to maturity and the eventual outturn will be dependent on the level of negotiation over settlement of proposals with the Company’s landlord. The provision payable in greater than five years reflects the future estimated cost of work to be performed. The effect of time value is not considered material, having been assessed by Management as a risk free rate of 10 year UK government bonds. Employee benefit obligations The Group’s Middle East subsidiaries are required to pay termination indemnities to each employee who completes one year of service as stipulated by UAE labour laws. The applicable labour laws currently require a percentage of final salary to be paid upon resignation or termination. The percentage is determined by reference to the number of years of continuous employment and cannot exceed two years’ salary. The key actuarial assumptions used in the calculation are detailed below: Combined average length of service Discount rate Salary growth rate 2019 5 years 1.98% 1.2% 2018 5 years 3.09% 4.2% The Group determined discount rates on the basis of current yields on 5 year high quality corporate bonds in the same currency as the liabilities. Forecast consumer price inflation (“CPI”) in the region has been used as a proxy for forecast salary growth. The sensitivity of the employee benefit obligation to changes in assumptions is set out below. The effects of a change in assumption are weighted proportionally to the total plan obligations to determine the total impact for each assumption presented. Combined average length of service Salary growth rate Discount rate Impact on employee benefit obligation Change in assumption Increase in assumption Decrease in assumption 1 year 1% 1% 1.56% 0.37% (0.36)% (6.6)% (0.36)% 0.37% The Group’s Turkish subsidiary is required to pay termination indemnities to each employee who completes one year of service and whose employment is terminated upon causes that qualify the employee to receive termination indemnity. The liability has been measured in line with IAS 19 and is funded from working capital. 24 SHARE CAPITAL Group and Company Allocated, called up and fully paid 165,213,652 (2018: 165,213,652) ordinary shares of 1p each At 1 October 2017 No changes At 30 September 2018 No changes At 30 September 2019 2019 £’000 1,652 2018 £’000 1,652 Number 165,213,652 - 165,213,652 - 165,213,652 The Company’s issued ordinary share capital comprises a single class of ordinary share. Each share carries the right to one vote at general meetings of the Company. The objectives, policies and processes for managing capital are outlined in the strategic report. 86 25 SHARE OPTIONS The Company has granted options over its Ordinary Shares to Group employees as follows: At 1 October 2018 Number - - Granted Number 500,000 500,000 Lapsed Number - - Granted 6 March 2017 Total At 30 September 2019 Number 500,000 500,000 Exercise price Pence Earliest exercisable date Latest exercisable date 4.25 6 March 2019 6 March 2023 The 500,000 share options granted on 6 March 2017 relate to Beverley Wright, a former Director of the Company. These share options vested after 2 years’ service and are exercisable between 2 and 6 years after grant. The fair value of these options is not considered to be material. Further details of transactions with related parties can be found in note 33. 26 CASH GENERATED FROM OPERATIONS Group Profit / (loss) before tax – continuing operations Finance costs Share of results of associate and joint ventures Intangible amortisation Depreciation Profit on disposal of property, plant & equipment Decrease in trade and other receivables Increase in trade and other payables Change in provisions Unrealised foreign exchange differences Net cash generated from operations Company Profit before income tax Dividends receivable Finance costs Increase in trade and other receivables Increase / (decrease) in trade and other payables Unrealised foreign exchange differences Net cash generated from / (expended by) operations 2019 £’000 292 42 (382) 81 150 (3) 425 86 (68) 24 647 2019 £’000 335 (186) 24 (580) 395 22 10 As restated (note 35) 2018 £’000 (2,544) 40 (121) 80 178 (14) 1,952 586 (117) (30) 10 2018 £’000 211 (99) 28 (164) (280) 12 (292) 87 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Changes in liabilities arising from financing activities including changes arising from cash flows and non-cash changes 27 FINANCIAL INSTRUMENTS Group At 1 October 2018 (as restated) Cash flows - Repayment of borrowings - Payment of interest Non-cash flows - Effects of foreign exchange - Loans and borrowings classified as non-current at 30 September 2019 - Interest accrued in period At 30 September 2019 Company At 1 October 2018 Cash flows - Repayment of borrowings - Payment of interest Non-cash flows - Effects of foreign exchange - Loans and borrowings classified as non-current at 30 September 2019 - Interest accrued in period At 30 September 2019 Non- current loans and borrowings £’000 Current loans and borrowings £’000 559 - - 18 (305) - 272 308 (286) (38) 4 305 38 331 Non- current loans and borrowings £’000 Current loans and borrowings £’000 307 - - 18 (260) - 65 246 (250) (24) 4 260 24 260 Total £’000 867 (286) (38) 22 - 38 603 Total £’000 553 (250) (24) 22 - 24 325 t Risk management The Company and the Group hold financial instruments principally to finance their operations or as a direct consequence of their business activities. The principal risks considered to arise from financial instruments are foreign currency risk and interest rate risk (market risks), counterparty risk (credit risk) and liquidity risk. Neither the Company nor the Group trade in financial instruments. t Categories of financial assets and liabilities Group Net trade receivables Contract assets Other financial assets at amortised cost Amounts owed by associate and joint ventures Cash at bank and in hand Loans and receivables measured at amortised cost Trade payables Other payables Accruals Finance lease liabilities Secured bank loans and overdrafts Financial liabilities measured at amortised cost Net financial instruments Company Amounts owed by subsidiaries Amount owed by associate and joint ventures Other receivables Cash at bank and in hand Loans and receivables measured at amortised cost Trade payables Amounts owed to subsidiaries Other payables Accruals Secured bank loan Financial liabilities measured at amortised cost Net financial instruments 2019 £’000 3,481 663 510 37 1,145 5,836 (1,760) (123) (2,072) (278) (325) (4,558) 1,278 2019 £’000 2,045 37 4 88 2,174 (26) (2,389) (4) (273) (325) (3,017) (843) As restated (note 35) 2018 £’000 3,483 1,220 233 27 710 5,673 (1,493) (310) (2,064) (314) (553) (4,734) 939 2018 £’000 1,422 27 9 166 1,624 (44) (1,910) (11) (291) (553) (2,809) (1,185) 88 89 The Directors consider that there were no material differences between the carrying values and the fair values of all the Company’s and all the Group’s financial assets and financial liabilities at each year end based on the expected future cash flows. AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 t Collateral As disclosed in note 20 the bank loan and overdraft (undrawn at 2018 and 2019 year ends) are secured by a debenture over all the present and future assets of the Company and certain of its United Kingdom subsidiaries. The carrying amount of the financial assets covered by this debenture were: Group Company 2019 £’000 3,464 1,044 2018 £’000 1,941 745 Other receivables in the consolidated statement of financial position include a £279k rent security deposit (2018: £nil) in respect of the Group’s London studio premises. 28 FOREIGN CURRENCY RISK The Group’s operations seek to contract with customers and suppliers in their own functional currencies to minimise exposure to foreign currency risk, however, for commercial reasons contracts are occasionally entered into in foreign currencies. Where contracts are denominated in other currencies the Group usually seeks to minimise net foreign currency exposure from recognised project related assets and liabilities by using foreign currency denominated overdrafts. The Group does not hedge future revenues from contracts denominated in other currencies due to the rights of clients to suspend or cancel projects. The Board has taken a decision not to hedge the net assets of the Group’s overseas operations. Financial instruments which are denominated in a currency other than the functional currency of the entity by which they are held are as follows: Group Czech Koruna EU Euro Russian Rouble UAE Dirham UK Sterling US Dollar Net financial instruments held in foreign currencies Company Czech Koruna EU Euro Russian Rouble US Dollar UAE Dirham Net financial instruments held in foreign currencies 2019 £’000 37 18 719 1,993 (46) (252) 2,469 2019 £’000 37 18 40 (252) 945 788 2018 £’000 27 32 642 1,220 (51) (547) 1,323 2018 £’000 27 32 13 (547) 373 (102) A 10% percent weakening of UK Sterling against all currencies at 30 September would have increased / (decreased) equity by the amounts shown below. This analysis is applied currency by currency in isolation (i.e. ignoring the impact of currency correlation and assumes that all other variables, in particular interest rates, remain consistent). A 10% strengthening of UK Sterling against all currencies would have an equal but opposite effect. The following foreign exchange gains / (losses) arising from financial assets and financial liabilities have been recognised in the income statement: Group Company 29 COUNTERPARTY RISK 2019 £’000 (17) 18 2018 £’000 2 (25) t Group No collateral is held in respect of any financial assets and therefore the maximum exposure to credit risk at the date of the statement of financial position is the carrying value of financial assets shown in note 27. Counterparty risk is only considered significant in relation to trade receivables, amounts due from customers for contract work, other receivables and cash and cash equivalents. The ageing of trade receivables against which an impairment loss allowance following adoption of IFRS 9 has been made, as the directors consider their recovery is probable, was: Not overdue Between 0 and 30 days overdue Between 30 and 60 days overdue Greater than 60 days overdue Total Not overdue Between 0 and 30 days overdue Between 30 and 60 days overdue Greater than 60 days overdue Total Receivables pre-allowance 2019 £’000 2,206 508 336 594 3,644 Receivables pre-allowance 2018 £’000 1,555 635 332 1,141 3,663 Loss allowance £’000 (49) (5) (16) (93) (163) Loss allowance £’000 (30) (24) (9) (117) (180) Receivables post-allowance 2019 £’000 2,157 503 320 501 3,481 Receivables post-allowance 2018 £’000 1,525 611 323 1,024 3,483 The processes undertaken when considering whether a trade receivable may be impaired are set out in notes 2, 18 and 34. All amounts overdue have been individually considered for any indications of impairment and specific provision for impairment made where considered appropriate. All of the trade receivables specifically considered to be impaired were greater than 90 days overdue. An additional expected loss allowance provision has then been applied to the residual trade receivables as detailed in note 34. The concentration of counterparty risk within the £4,139,000 (2018: £4,854,000) of trade receivables and amounts due from customers for contract work is illustrated in the table below showing the three largest exposures to individual clients at 30 September. Group Company 90 2019 Profit £’000 1 79 Equity £’000 203 - 2018 Profit £’000 (28) (10) Equity £’000 168 - Largest exposure Second largest exposure Third largest exposure 2019 £’000 759 304 203 2018 £’000 637 332 286 91 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 The Group’s principal banker is Coutts & Co, a member of the Royal Bank of Scotland group. At 30 September 2019 the largest exposure to a single financial institution represented 73% of the Group’s cash and cash equivalents held by Shankland Cox Limited with Emirates NBD Bank PJSC, a Dubai government-owned bank (2018: 50% held with Coutts & Co.). 31 LIQUIDITY RISK The Group’s cash balances are held at call or in deposits with very short maturity terms. t Company The Company does not have any trade receivables or amounts due from customers for contract work. The amounts owed by United Kingdom subsidiaries were secured in January 2013 by debentures over all the assets of the relevant subsidiaries. These debentures rank after the debentures securing the bank loan and overdraft. Prior to this all amounts owed by United Kingdom subsidiaries and by associate and joint ventures were unsecured. The amounts owed by associate and joint ventures remain unsecured. All of the Company’s cash and cash equivalents are held by Coutts & Co. The Company is exposed to counterparty risk though the guarantees set out in note 32. 30 INTEREST RATE RISK Group Rent deposit Secured bank loans Secured bank overdrafts Interest bearing financial instruments Company Secured bank loans Interest bearing financial instruments 2019 £’000 278 (325) - (47) 2019 £’000 (325) (325) 2018 £’000 - (553) - (553) 2018 £’000 (553) (553) The property rent deposit earns variable rates of interest based on short-term interbank lending rates. Due to the current low levels of worldwide interest rates, and Group treasury management requirements, the cash and cash equivalents are in practice currently not interest bearing, and therefore have not been included in interest bearing financial instruments disclosures. The bank loan and overdraft carry interest at 2.5% above the London Interbank Offer Rate (LIBOR) of the relevant currency. A 1% rise in worldwide interest rates would have the following impact on profit, assuming that all other variables, in particular the interest bearing balance, remain constant. A 1% fall in worldwide interest rates would have an equal but opposite effect. 2019 £’000 - (3) 2018 £’000 (6) (6) Group Company 92 At 30 September 2019 the Group had £850,000 (2018: £850,000) of gross borrowing facility and £500,000 net borrowing facility (2018: £500,000) under its United Kingdom bank overdraft facility. In December 2019 Coutts & Co renewed the overdraft facility, maintaining it at £500,000, which is now next due for review in November 2020, with an interim review in May 2020. The maturity analysis of financial liabilities, including expected future charges through the Income Statement is as shown below. Group Timing of cashflows Within one year Between one and two years Between two and five years Expected future charges through the income statement Financial liabilities at 30 September 2018 Timing of cashflows Within one year Between one and two years Between two and five years Expected future charges through the income statement Financial liabilities at 30 September 2019 Company Timing of cashflows Within one year Between one and two years Between two and five years Expected future charges through the income statement Financial liabilities at 30 September 2018 Timing of cashflows Within one year Between one and two years Between two and five years Expected future charges through the income statement Financial liabilities at 30 September 2019 As restated Borrowings £’000 Other financial liabilities £’000 As restated Total £’000 353 344 273 970 (65) 905 362 160 141 663 (34) 629 3,861 - - 3,861 - 3,861 3,955 - - 3,955 - 3,955 Borrowings £’000 Other financial liabilities £’000 265 256 62 583 (30) 553 2,256 - - 2,256 - 2,256 Borrowings £’000 Other financial liabilities £’000 268 66 - 334 (9) 325 2,692 - - 2,692 - 2,692 4,214 344 273 4,831 (65) 4,766 4,317 160 141 4,618 (34) 4,584 Total £’000 2,521 256 62 2,839 (30) 2,809 Total £’000 2,960 66 - 3,026 (9) 3,017 93 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 32 GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS A cross guarantee and offset agreement is in place between the Company and certain of its United Kingdom subsidiaries in respect of the United Kingdom bank loan and overdraft facility. Details of the UK bank loan are disclosed in note 20. At 30 September 2019 the overdrafts of its United Kingdom subsidiaries guaranteed by the Company totalled £75,000 (2018: £nil). The Company and certain of its United Kingdom subsidiaries are members of a group for Value Added Tax (VAT) purposes. At 30 September 2019 the net VAT payable balance of those subsidiaries was £251,000 (2018: £243,000). At the year end, one of the Group’s Middle East subsidiaries had outstanding letters of guarantee totalling £95,000 (2018: £108,000). These guarantees are secured by matching cash on deposit, which is included within trade and other receivables. In common with other firms providing professional services, the Group is subject to the risk of claims of professional negligence from clients. The Group maintains professional indemnity insurance in respect of these risks but is exposed to the cost of excess deductibles on any successful claims. The directors assess each claim and make accruals for excess deductibles where, on the basis of professional advice received, it is considered that a liability is probable. The Group had the following aggregate commitments under operating leases. Not later than one year Later than one year and not later than five years Later than five years Total 2019 £’000 110 1,863 1,664 3,637 2018 £’000 131 1,406 2,129 3,666 The Group’s most significant lease relates to its London studio premises which comprises £3,522,000 (2018: £3,522,000) of the amounts shown in the table above. The lease of its Bonhill Street studio includes an upward rent review after 5 years, does not contain any break clauses and expires in May 2028. The lease of its York Way studio was concluded during the prior year. The Group has contractual commitments totalling £40,000 (2018: £150,000) per annum in respect of software maintenance plans, expiring in December 2019. The total future commitments arising under these contracts as at the balance sheet date amount to £40,000 (2018: £190,000). The Group has contractual commitments totalling £3,000 (2018: £nil) per annum in respect of an IT hardware plan, expiring in December 2021. The total future commitments arising under this contract as at the balance sheet date amount to £7,000 (2018: £nil). The Group acts as a lessor through the sub-let of part of the third floor at its Bonhill Street studio. The following is the aggregate minimum future receivables under these operating leases. Not later than one year Later than one year and not later than five years Later than five years Total 94 2019 £’000 68 - - 68 2018 £’000 149 68 - 217 33 RELATED PARTY TRANSACTIONS t Key management personnel compensation The key management personnel of the Group comprises the Directors of the Company together with the managing and financial directors of the United Kingdom and international operations. Group Short term employee benefits Post employment benefits Total The key management personnel of the Company comprises its Directors. Company Short term employee benefits Post employment benefits Total 2019 £’000 1,349 120 1,469 2019 £’000 589 58 647 2018 £’000 1,513 104 1,617 2018 £’000 690 60 750 t Transactions and balances with associate and joint ventures The Group makes management charges to Aukett + Heese Frankfurt GmbH. The amount charged during the year in respect of these services amounted to £48,000 (2018: £48,000). Aukett + Heese Frankfurt GmbH charged the Group £nil (2018: £4,000) for architectural services. Dividends of £86,000 (2018: £66,000) were received from Aukett + Heese Frankfurt GmbH during the year. The amount owed to the Group by Aukett + Heese Frankfurt GmbH at the balance sheet date was £nil (2018: £nil). The Group makes management charges to Aukett + Heese GmbH. The amount charged by the Group during the year in respect of these services amounted to £64,000 (2018: £64,000). Dividends of £100,000 (2018: £33,000) were received from Aukett + Heese GmbH during the year. The amount owed to the Group by Aukett + Heese GmbH at 30 September 2019 was £nil (2018: £nil). As disclosed in note 15, the Group owns 50% of Aukett + Heese Frankfurt GmbH and 25% of Aukett + Heese GmbH. The remaining 50% of Aukett + Heese Frankfurt GmbH and 75% of Aukett + Heese GmbH are owned by Lutz Heese, a former director of the Company. The Group charges name licence fees and management fees to Aukett sro, a joint venture in which the Group has a 50% interest. During the year, charges of £5,000 (2018: £3,000) were made to Aukett sro in respect of these services. The Group was also charged £2,000 (2018: £32,000) for architectural services provided by Aukett sro during the year, of which £nil (2018: £14,000) was owed by the Group at the balance sheet date. Separately, Aukett sro owed the Group and the Company £37,000 as at 30 September 2019 (2018: £27,000) relating to previously declared but not yet paid dividends and name licence charges. None of the balances with the associate or joint ventures are secured. t Transactions and balances with subsidiaries The names of the Company’s subsidiaries are set out in note 15. The Company made management charges to its subsidiaries for management services of £1,164,000 (2018: £1,315,000) and paid charges to its subsidiaries for office accommodation and other related services of £90,000 (2018: £90,000). At 30 September 2019 the Company was owed £2,045,000 (2018: £1,421,000) by its subsidiaries and owed £2,389,000 (2018: £1,910,000) to its subsidiaries. These balances arose through various past transactions including working capital advances, treasury management and management charges. The amounts owed at the year-end are non interest bearing and repayable on demand. Under IFRS9, the Company has recorded no allowance for expected credit losses, as all subsidiaries owing funds to the Company are in a position to repay the amounts owed in line with the payment terms stipulated by the Company. The amounts owed by United Kingdom subsidiaries were secured in January 2013 by debentures over all the assets of the relevant subsidiaries. These debentures rank after the debentures securing the bank loan and overdraft. Prior to this all amounts owed by subsidiaries were unsecured. 95 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 34 CHANGES IN ACCOUNTING POLICIES This note explains the impact of the adoption of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers on the Group’s financial statements and also discloses the new accounting policies that have been applied from 1 October 2018, where they are different to those applied in prior periods. t Impact on the financial Statements The following table shows the adjustments recognised for each individual line item. Line items that were not affected by the changes have not been included. As a result, the sub-totals and totals disclosed cannot be recalculated from the numbers provided. 30 Sep 2018 as originally presented £’000 5,995 - 6,705 11,491 (5,278) - 4,357 (17) (95) 4,210 4,357 1 October 2018 as restated (before IFRS 9) £’000 IFRS 9 £’000 1 October 2018 as restated £’000 4,734 1,261 6,705 11,491 (4,392) (886) 4,357 (17) (95) 4,210 4,357 (180) (41) (221) (221) - - (221) (7) (214) (221) (221) 4,554 1,220 6,484 11,270 (4,392) (886) 4,136 (24) (309) 3,989 4,136 IFRS 15 £’000 (1,261) 1,261 - - 886 (886) - - - - - Current assets Trade (and other) receivables Contract assets Total current assets Total assets * Current liabilities Trade and other payables Contract liabilities Net assets Foreign currency translation reserve Retained Earnings Total equity attributable to equity holders of the Company Total equity * After restatement of the prior year figures for the adjustments made in note 35. t IRFS 9 Financial Instruments – Impact of adoption IFRS 9 replaces the provisions of IAS 39 that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting. The adoption of IFRS 9 Financial Instruments from 1 October 2018 resulted in changes in accounting policies and adjustments to the amounts recognised in the financial statements. The new accounting policies are set out in below. In accordance with the transitional provisions in IFRS 9 7.2.15) and (7.2.26), comparative figures have not been restated. Closing retained earnings 30 September 2018 – IAS 39/IAS 18 Increase in provision for trade receivables and contract assets Adjustment to retained earnings from adoption of IFRS 9 on 1 October 2018 Opening retained earnings 1 October 2018 – IFRS 9 £’000 (95) (214) (214) (309) t Impairment of financial assets The Group has identified the following types of financial assets that are subject to IFRS 9’s new expected credit loss model: - - - Trade receivables; Contract assets relating to unbilled work in progress and project retentions; and Other financial assets at amortised cost. Trade receivables and contract assets The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and project retentions, and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets. The Group engages with clients who are creditworthy, liquid developers. Management identified that the loss allowances should be calculated and applied separately based on geographic segments of the Group, and more specifically to each country in which the Group has operations. Whilst the specific terms each contract the Group engages in may be different, certain common characteristics can be applied. Provisions on bad and doubtful debts in the UK, Turkey and Russia have been immaterial in the historical period reviewed in order to establish the expected loss rate at 1 October 2018. In the UK and Russia the Group generally builds up advances for contract work recognised as a credit to the balance sheet which reduces the impact of potential bad debts. Amounts due for contract work not yet billed are generally not material. No material expected loss provision has been recognised for trade receivables and contracts assets owed to Group entities operating in these countries. Amounts due for contract work in the Middle East segment are material, with contracts in the Middle East often billed in arrears. Sizeable write offs in prior years have informed the overall rate calculated for the provisioning matrix. The loss allowance for the Middle East operating segment as at 1 October 2018 was determined as follows for both trade receivables and contract assets: 1 October 2018 Expected loss rate (%) Gross carrying amount (£’000) Loss allowance (£’000) through CSOFP Loss allowance (£’000) through retained earnings Current 4% 1,590 71 69 1-30 days past due More than 30 days past due More than 60 days past due More than 90 days past due 5% 463 24 23 8% 115 9 9 13% 180 23 22 17% 566 94 91 Total 2,914 221 214 The loss allowance was initially calculated in United Arab Emirate Dirhams (AED) being the functional currency of the Group entities in the Middle East operating segment. On conversion to GBP in the Group consolidation a foreign exchange difference of £7k arises which is taken through the foreign currency translation reserve. The loss allowances for trade receivables and contract assets as at 30 September 2018 reconcile to the opening loss allowances on 1 October 2018 as follows: At 30 September 2018 – calculated under IAS 39 Amounts restated through opening retained earnings Amounts restated through opening foreign currency translation reserve Opening total loss allowance as at 1 October 2018 - calculated under IFRS 9 Contract assets £’000 Trade receivables £’000 - 40 1 41 915 174 6 1,095 A further allowance for impairment of trade receivables and contract assets is established on a case by case basis when there are indicators suggesting that the specific debtor balance in question has experienced a significant deterioration in credit worthiness. Known significant financial difficulties of the client and lengthy delinquency in receipt of payments are considered indicators that a trade receivable may be impaired. Where a trade receivable or contract asset is considered impaired the carrying amount is reduced using an allowance and the amount of the loss is recognised in the income statement within other operating expenses. 96 97 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Other financial assets at amortised cost Other financial assets at amortised cost include rent deposits, letters of guarantee secured by matching cash on deposit and other receivables. No material expected credit loss provision has been applied to these balances as the Group has concluded that this risk is not material. t IFRS 15 Revenue from Contracts with Customers – Impact of adoption IFRS 15 is the new revenue standard which replaces existing standards and guidance including IAS 18 Revenue and IAS 11 Construction Contracts. Applying IFRS 15, an entity recognises revenue to depict the transfer of promised goods or services to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A full description of the 5 step approach to adoption of IFRS 15 has been given on pages 62 to 63. The Group has applied the new standard using the modified retrospective method, with the cumulative effect of applying the standard recorded as an adjustment to retained earnings on the date of initial application, being the 1 October 2018. Our decision to adopt this method rather than retrospectively restate prior periods depends on a number of factors including time, cost and available resources compared to the benefits to the users of the financial statements. Management has performed a review of the impact of adopting IFRS 15 to the Group’s financial statements. The review demonstrated that the measurement of revenues for contracts still follows an “over time” pattern as previously recognised under IAS 18, for the reasons given under step 5 of the accounting policy given on pages 62 to 63. 35 PRIOR YEAR RESTATEMENT However management believes that the financial impact of adjustments to revenue recognition following the adoption of IFRS 15 cumulatively as at 30 September 2018 are immaterial, and has therefore not made an adjustment to the opening reserves for the period commencing 1 October 2018. In preparing this year’s financial statements, Management identified 3 finance leases which had been taken out to fund the purchase of fit out costs on the new lease at the office in London, in June 2018. These leases were taken out by Aukett Swanke Limited, the Group’s wholly owned subsidiary. Presentation of contract assets and contract liabilities Aukett Swanke Group Plc has voluntarily changed the presentation of certain amounts in the balance sheet to reflect the terminology of IFRS 15 and IFRS 9: Contract assets recognised in relation to amounts due on contract work and project retentions were previously presented as part of trade and other receivables. Contract liabilities in relation to advances from contract work were previously included in trade and other payables. The net cost of discharging these finance leases was previously accounted for as an expense to the consolidated statement of comprehensive income, the impact of which was not material to these financial statements. However, Management have noted that the omitted tangible fixed assets (note 14) and the omitted finance lease liabilities (note 20) are material to the financial prior period financial statements and have posted a prior year adjustment to reflect this. Consolidated income statement No net impact has been recorded on the statement of profit and loss and other comprehensive income since this is immaterial, however reclassification of costs within the statement of profit and loss and other comprehensive income have been made as follows: Other operating expenses Interest payable Consolidated statement of financial position Property, plant and equipment Borrowings (current) Borrowings (non-current) Other payables 2018 As originally stated £’000 (2,066) (36) Restatement for finance leases £’000 4 (4) 2018 As originally stated £’000 Restatement for finance leases £’000 114 (246) (307) (304) 320 (62) (252) (6) 2018 As restated £’000 (2,062) (40) 2018 As restated £’000 434 (308) (559) (310) Based on the above, there is not considered to be any impact on the consolidated statement of changes in equity. There is also no material change to the consolidated statement of cash flows since the finance lease and asset purchase transactions are non-cash. 36 CORPORATE INFORMATION General corporate information regarding the Company is shown on page 30. The addresses of the Group’s principal operations are shown on page 3. A description of the Group’s operations and principal activities is given within the Strategic Report. 98 99 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 Shareholder information t Listing information The shares of Aukett Swanke Group Plc are listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Tradable Instrument Display Mnemonic (TIDM formerly EPIC): AUK Stock Exchange Daily Official List (SEDOL) code: 0061795 International Securities Identification Number (ISIN): GB0000617950 t Share price The Company’s share price is available from the website of the London Stock Exchange (www.londonstockexchange.co.uk). The Company’s mid-market share price is published daily in The Times and The Financial Times newspapers. t Registrars Enquiries relating to matters such as loss of a share certificate, dividend payments or notification of a change of address should be directed to Equiniti who are the Company’s Registrars at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA - 0371 384 2030 (lines are open 8.30am to 5.30pm, Monday to Friday excluding public holidays in England and Wales). Callers from outside the UK should dial +44 (0)121 415 7047. The website is www. equiniti.com Equiniti also provides a website which enables shareholders to view up to date information about their shareholding in the Company at www.shareview. co.uk t Investor relations In accordance with AIM Rule 26 regarding company information disclosure, various investor orientated information is available on our web site at www. aukettswanke.com The Company Secretary can be contacted by email at cosec@aukettswanke.com t Donate your shares The Company supports ShareGift, the charity share donation scheme administered by The Orr Mackintosh Foundation (registered charity number 1052686). Through ShareGift, shareholders who have only a very small number of shares which might be considered uneconomic to sell are able to donate them to charity. Donated shares are aggregated and sold by ShareGift, the proceeds being passed onto a wide range of UK charities. Donating shares to charity gives rise neither to a gain or loss for UK capital gains tax purposes and UK taxpayers may also be able to claim income tax relief on such gifts of shares. Further details about ShareGift can be obtained from ShareGift, 67/68 Jermyn Street, London, SW1Y 6NY - 020 7930 3737 - www.sharegift.org 100 AUKETT SWANKE GROUP PLC / ANNUAL REPORT AND ACCOUNTS 2019 NO2 FORBURY PLACE, READING for M&G / Bell Hammer www.aukettswanke.com Designed and produced by Aukett Swanke Graphics © Copyright 2020 / Aukett Swanke Group Plc
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