TIDMGATC
RNS Number : 0329R
Gattaca PLC
24 October 2023
24 October 2023
Gattaca plc
("Gattaca" or the "Group")
Final results for the year ended 31 July 2023
"Execution of strategy"
Gattaca plc ("Gattaca" or the "Group"), the specialist staffing
business, announces its audited financial results for the year
ended 31 July 2023.
Financial Highlights
2023 2022
(restated)(3)
GBPm GBPm
Continuing operations
Revenue 385.2 403.9
Net Fee Income (NFI)(1) 43.4 44.2
EBITDA 4.0 (2.4)
Profit / (Loss) before tax
- reported 2.8 (4.7)
Profit / (Loss) before
tax - underlying(2) 2.6 0.3
Profit / (Loss) after tax 1.8 (4.3)
Losses from discontinued
operations after tax (0.5) (0.4)
Group reported profit /
(loss) after tax 1.2 (4.6)
Basic earnings per share 3.8p (14.3)p
Diluted earnings per share 3.8p (14.3)p
Ordinary dividend per share 2.5p 0.0p
Special dividend per share 2.5p 0.0p
Net cash 21.6 12.3
-- Group NFI of GBP43.4m, down 2% year-on-year ("YoY")
o UK NFI of GBP41.2m flat YoY
o Defence and Infrastructure sectors, representing 51% of Group
NFI, delivered strong 8.8% NFI growth YoY
o Gattaca Projects Statement of Work business achieved 59% YoY NFI growth
o Contract vs Perm split 74% / 26% of Group NFI (FY22: 71% / 29%)
o Contract NFI up 2% YoY, reflecting strategic priority to
become more focused on contract business alongside shift in
opportunities from employers
o Permanent NFI down -11% YoY, following a tightening of the wider economy
-- Group underlying profit before tax of GBP2.6m (2022 restated:
GBP0.3m ), reflecting ongoing focus on productivity improvements,
exiting lower margin contracts and active cost management
-- Group net cash up 76% at GBP21.6m as at 31 July 2023 (31 July 2022: GBP12.3m)
-- Full year dividend totaling 5.0 pence per share (2022: nil);
comprising a 2.5 pence per share ordinary dividend and 2.5 pence
per share special dividend. The final dividend payment date will be
15 December 2023, to shareholders on the register as at close of
business of 3 November 2023. The ex-dividend date will be 2
November 2023.
Operational Highlights
Continued emphasis on developing the four identified strategic
priorities (External focus, Culture, Operational performance and
Cost rebalancing) as the Group focus remains on building back to
sustained growth:
-- Launched our simplified Brand Architecture, with increased marketing investment
-- People engagement rose to 8.1 for FY23, up from 7.6 in FY22,
with reduced attrition of 33% at 31 July 2023, with improvement
particularly in the retention of sales people within their first
12-24 month tenure in the Group
-- Increased sales productivity by utilising enhanced Group-wide
management information, growing average NFI per sales head +8 %,
and +4% per total head
-- UK property footprint reduced from five to three, alongside other third-party cost savings
-- Moved over 80 % of our manual time sheeting contractors to
online timesheet submission, reducing administrative burden and
increasing accuracy
Outlook
We continue to remain mindful of the macro-economic headwinds,
which have impacted demand and candidate sentiment across the
recruitment sector and slowed our speed of recovery. We are seeing
permanent recruitment remaining subdued and are increasing our
focus on contractor growth, which takes longer to reflect in NFI,
as such we expect profitability will be weighted to second half of
the year.
Matthew Wragg, Chief Executive Officer of Gattaca,
commented:
"I am pleased with the performance in the year, against a
difficult market backdrop. A significant growth in underlying
profitability reflects the Group's focus on productivity
improvements and cost management, whilst a positive shift in
culture is strengthening the business as whole. Whilst our sales
progress has been impacted by the decline in the wider market, I am
pleased that we were able to continue to simplify the business this
year along with managing our cost base and continue to trade in
line with expectations for FY24."
"The sectors in which we operate and the STEM skillsets that we
provide have the right long-term fundamentals for success and we
enter FY24 as a more efficient and productive business. We are well
positioned to take advantage of the expected recovery in the market
and will look to grow our sales headcount where we see the best
opportunities for contract expansion, whilst we continue to focus
on our strategic priorities enabling us to further strengthen our
platform for growth."
The following footnotes apply, unless where otherwise indicated,
throughout these Final Results:
1. NFI is calculated as revenue less contractor payroll
costs
2. Continuing underlying results exclude the NFI and (losses)
before taxation of discontinued operations (2023: GBP(0.5)m, 2022:
GBP(0.4)m), non-underlying items within administrative expenses
relating to restructuring costs (2023: GBP(0.2)m, 2022: GBP(0.4)m),
gains associated with exiting properties (2023: gain of GBP0.6m,
2022: cost of GBP(0.2)m) and other items (2023: GBP(0.2m), 2022:
nil), amortisation of acquired intangibles (2023: GBP(0.1)m, 2022:
GBP(0.4)m), impairment of acquired intangibles and ROU leased
assets (2023: nil, 2022: GBP(4.6)m), and exchange gains from
revaluation of foreign assets and liabilities (2023: GBP0.1m, 2022:
GBP0.6m).
3. FY22 results have been restated for the correction of a
revenue cut-off error, and the subsequent reassessment of the
Group's accounting policy over how accrued revenue and accrued cost
balances have been calculated at each period end. The aggregated
impact of these items on FY22 reported results is GBP0.1m reduction
to reported profit before tax. Further details are provided in the
Group's FY23 Annual Report & Accounts.
The information contained within this announcement is deemed by
the Group to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014. Upon the publication of
this announcement via a Regulatory Information Service, this inside
information is now considered to be in the public domain.
For further information, please contact:
Gattaca plc +44 (0) 1489 898989
Matthew Wragg, Chief Executive Officer
Oliver Whittaker, Chief Financial Officer
Liberum Capital Limited (Nomad and Broker) +44 (0) 20 3100 2000
Lauren Kettle Richard Lindley
IFC Advisory (Financial PR and IR)
Tim Metcalfe
Graham Herring
Florence Chandler +44 (0) 203 934 6630
Chair's Statement
Stability in a turbulent market
The last three years have been turbulent for us all, with the
impact of the Covid-19 pandemic and the subsequent challenging
macroeconomic conditions, further exacerbated by the changing
geopolitical circumstances that we find ourselves operating in. In
addition, we have had to weather the storm through the tightening
of the UK tax legislation surrounding IR35. Despite all of those
challenges, we find the core key STEM markets that we are operating
in are recovering to their pre-pandemic levels with more of a
balance between vacancies and candidate availability.
This year, we have also seen the return of higher levels of
global inflation which has had an impact on all our clients,
contractors and staff, leading to a "cost of living" challenge for
many. We are starting to see early indications of these high levels
of inflation abating, although the economic horizon continues to be
a concern as we enter the period ahead of the next UK General
Election.
Group Continuing NFI
The start of FY23 was strong for permanent placements, with
contract soft. By Christmas the permanent market had stalled and
whilst our contract business became stronger by the end of the
year, it still has some way to go to return to our pre-pandemic
volumes. Many companies have been reluctant to add permanent
employees to their staff base from the turn of the year and whilst
there has been a continuing demand for contract it is sector
specific. Our focus on the quality of our clients and markets has
been a significant plus during the year. We remain a sales-led
business but we are also clear that we will not pursue sales which
are barely profitable. Our aim is very much to focus our efforts on
those clients who recognise that in a "talent short market" margins
need to reflect the additional effort to find such talent.
Our net cash position at the end of the year was GBP21.6m, a
significant increase on last year at GBP12.3m, as we made further
progress on debtor days (due to exiting large low margin business)
and completion in the previous year of our significant investment
in software. As at July 2023 the Group had a working capital
facility of GBP50m, reduced from GBP60m in the year.
Board Changes
Last year we accelerated the changes at Board level with the
appointment of Matt Wragg as CEO and Oliver Whittaker as CFO. Both
have settled well into their roles and are one of the main reasons
we have returned to profitability. Our four key strategic
priorities were around external focus, culture, operational
performance and cost rebalancing. We talked about the need to
operate with pace, agility and confidence. To that extent we feel
that over the last 18 months the business has embraced these four
priorities and we are further ahead in those respects than we
anticipated. As a result, we feel that now is the right time to
reshape the Board to reflect what is required for the next five to
six years. I am therefore stepping down a year early to pass the
baton to Richard Bradford who will become Chair immediately after
the AGM in December. Richard has been a NED at Gattaca in the past
and has had no involvement since he stepped down in December 2021
nor has he previously worked directly with the Executive Directors.
As such the Board have concluded that Richard should be considered
as an Independent Chair.
Equally important, George Materna, who is the founder and
largest shareholder will step down from the Board at the AGM.
George founded the business nearly 40 years ago and has made a
major contribution to the Board. During my 8-year tenure on the
Board, George has been both supportive and constructive and acted
in the interest of all shareholders. Having watched Matt and Oliver
re-establish the culture within the business and reposition
ourselves as a sales organisation, George feels this is an ideal
opportunity to step down. He will be missed by many but his legacy
lives on.
As the number of non-independent members of the Board will
reduce, we are further streamlining the Board and Ros Haith will
also step down at the AGM. Ros has demonstrated her sales
management experience and made a significant contribution to Board
discussions. We wish her well in her future endeavours.
Dividend and Share Buyback
The Board's long stated objective has been to achieve a
through-the-cycle dividend payout of approximately 50% of profits
after tax. This year the Board is recommending a 2.5 pence per
share final dividend in line with its policy and a further 2.5
pence per share special dividend, both of which will be paid in
December 2023. The addition of a special dividend, alongside the
two share repurchases, supports our intention to return value to
shareholders through different means as we return to growth.
In April 2023 we announced our intention to make a series of
share repurchases with a view to returning GBP0.5m to shareholders.
This was completed on 9 May 2023 and resulted in 447,000 shares
being purchased. In August 2023 we announced our intention to make
a further series of share repurchases with a view to returning a
further GBP0.5m to shareholders, of which GBP390,000 has been
achieved to date.
Environmental, Social and Governance
We have had a particular focus this year on developing our
approach to sustainable business and are due to publish our first
external Sustainability Report with a clear ESG strategy for the
years ahead. This has been led by our Head of Sustainability and
the Sustainability Committee which includes three members from the
Board. We are all hugely committed to doing what we believe is
right for the environment and our communities and have started
challenging our supply chain to encourage them to do more. We also
see the green economy as a growth opportunity for us, particularly
in areas such as renewable energy and mobility.
Whilst reshaping the Board as we have announced, from seven
members to five, and particularly the loss of Ros we see gender
Board representation drop to 20% from 29%. In small Boards such
changes will occur, and we fully expect this will not be the
general pattern throughout the business.
Diversity and Inclusion
Last year we appointed our first Head of Engagement, ED&I
and Talent. As a Group we remain committed to becoming a more
diverse organisation and as part of this, we continue to work
towards our targets of achieving 40% gender balance in leadership
and management roles by 2024 and 50% by 2026. We continue to
promote diversity training throughout the business and have engaged
externally with advisers to foster a better understanding across
the business. We have also started working with our clients to help
them further their understanding of how they can achieve their
equality goals by embracing equity, diversity and inclusion.
Outlook
We are conscious that the focus on our four Strategic
Priorities: External Focus, Culture, Operational Performance and
Cost Rebalancing, has made us more resilient than we were 18 months
ago, which has served us well during turbulent markets. In addition
we have market-leading software which enables us to continue
simplifying and streamlining our sales and administrative
operations. However, our true strength going forward is our people
and the Values that they live by: Trust, Professional, Ambition and
Fun. We will continue to invest in their future and in turn that
will reflect in our success. As we look to the next 12 months we
are aware of the economic challenges that we face, alongside many
other businesses who are focused on serving a diverse portfolio of
clients. We believe our core focus of STEM skills in well defined
markets should insulate us from any significant swings in
demand.
Patrick Shanley
Non-Executive Chair
Chief Executive's Statement
Highlights
-- Delivered underlying profit before tax of GBP2.6m, as a
result of executing our planned strategic initiatives for FY23
-- Achieved targeted improvements in our people engagement score and staff retention level
-- Simplified our Group brand architecture in May 2023, enabling
a clearer go-to-market sales message for the future
Overview
FY23 has been a period of significant change, as we've
implemented our strategy to rebuild the business. In the last 18
months, we've stabilised and simplified the business, increased our
focus on our customers and candidates, and designed and deployed
our culture.
We've achieved a lot and have much more to do. This is partly
about repetition, so our new way of working becomes routine and we
rebuild our corporate memory. We have invested in the development
of our leadership teams and I'm excited about what this team will
achieve in the years to come, as we continue to raise our
standards, expectations and capacity.
Performance
We've made a solid start to our rebuild and while challenging
markets have slowed our sales progress, our self-help actions
enabled us to achieve underlying profit before tax of GBP2.6m.
However, Gattaca is a sales business and despite tracking the
market this year after years of lagging behind, we didn't grow our
absolute NFI, which is key for long-term growth success within the
Group. This was partly down to prioritising higher quality
business, which saw us exit accounts with high NFI and low
profitability. Another factor - and the biggest disappointment - is
that we didn't grow our contractor base, which, representing 74% of
our NFI, is critical to achieving sustainable growth. That's a key
focus for us in FY24.
Strategy
In last year's Report, we set out four strategic priorities:
External Focus, Culture, Operational Performance and Cost
Rebalancing. These priorities are interlinked, so progress in one
area supports progress in another.
I'm pleased to say that we've delivered against our planned
actions for FY23, and have set new actions for FY24. You can find
more detail below.
External Focus
Getting our branding right is key to going to market
effectively. For example, our formidable Matchtech brand became
diluted over the years because we had too many other STEM
brands.
In May 2023, we launched a simplified brand architecture, giving
us absolute clarity about what each brand is and what it does. We
can now focus on making our brands well known to our customers,
candidates and potential colleagues. We've started this process
with activities such as sharing regular market insights, so
customers trust us to help them make real-time decisions. We'll
continue to build on this in the coming years.
Our external focus is also benefiting from our sales leadership
bedding in. Twelve months ago, almost half of our sales leaders had
new roles or responsibilities. A year on, they fully understand
their remits and have complete accountability for achieving their
business plans. As we increase our external focus, we're seeing
positive results in our client and candidate feedback, with an
average rating of 7.7 and 8.5 (out of 10) respectively.
Culture
Culture is an obsession for us. Together, our Purpose, Vision,
Mission and Values make clear where we're going and why, and ensure
everyone understands their role.
This year, we've brought our culture to life with the 12
principles that underpin our Values and a set of behaviours we
either champion or challenge. We've integrated these behaviours
into our leadership reward structure and our new quarterly
performance reviews, which assess both achievements and behaviours.
This allows us to identify and celebrate high performers and help
everyone become superstars, whether through learning and
development, mentorship or a role that better suits their
talents.
To help people feel truly connected to Gattaca, we've massively
increased communication, including; weekly performance updates on
our office screens and our intranet, increased in-person Town Hall
and open Q&A sessions in all locations, plus a weekly video
from the Senior Leadership Team. The latter typically explains what
we've done well, what we're going to do and examples of good
performance from around the business. We're also very vocal about
holding ourselves accountable and acknowledging when we need to
improve.
We're seeing our efforts reflected in lower attrition, which has
reduced to 33% (FY22: 40%) and in our engagement score, which has
increased to 8.1 (FY22: 7.6). We've also welcomed back alumni
who've seen our positive cultural shift and want to be part of
it.
Operational Performance
We want operational performance to be a fundamental cornerstone
to our culture. Better data gives us improved visibility of Group
and individual results and our improved communications and
performance reviews mean we've put performance front and
centre.
We're now reaping the benefits of our technology stack
investments, which beyond giving consistent data, also allows us to
plug in new technology to make iterative but important changes and
efficiency enhancements. These improve the experience for our
clients, candidates and colleagues, while simplifying how we work,
increasing automation and reducing manual processes. Our new
business improvement function is also working well, helping us
implement change quickly and successfully.
Major efficiency initiatives this year include almost halving
the number of contractor payroll runs each week through
consolidation and completing a corporate restructure of our legal
entities to enable us to start the project of moving from multiple
billing arrangements to one for all clients. Looking ahead, we'll
continue to digitalise where possible, leveraging our existing
technology to further reduce manual processes and overheads.
Cost Rebalancing
Cost rebalancing supports our profitability goals and frees up
funds for reinvestment. Operational improvements have a key role,
with the single pay and future single bill arrangements, simpler
legal processes and increased automation all enabling better cost
control and reduced third-party spend. We've also right-sized our
offices, so they're fit for purpose in our flexible working
environment, at a lower cost.
The new performance management reviews are also making everybody
accountable for their own performance and progression. Previously,
it was taking significant investment and time before we knew if a
new recruit was working out. Now we have a clear picture within
three or four months, meaning we can identify those unsuited to
recruitment earlier and we can invest in colleagues with
potential.
We know there's always more to do, so we'll continue to review
every area of spend and reinvest where needed, particularly in
sales capability in sectors with significant long-term growth
opportunities and good quality business.
Environmental, Social and Governance
Sustainability is part of our business from top to bottom and
helps to bring our Purpose to life. At a personal level, doing the
right thing by society and our colleagues is very important to me
and I want Gattaca to be a company I'd be proud for my daughter to
join in the future.
We've further matured our ESG approach this year, investing in a
Head of Sustainability role and creating a Sustainability
Committee, which reports to the Board. The Committee is led by our
CFO and includes the Board's Sustainability Sponsor, Ros Haith. We
are expecting to publish our first external Sustainability Report
shortly and have set out a clear ESG strategy for the years
ahead.
As a service business, we strive to do everything we should to
control our carbon emissions. The next phase will be to work with
our supply chain to encourage them do more. The green economy is
also a growth opportunity for us, meaning we can help protect the
environment by investing in our sales headcount in areas such as
renewable energy and sustainability.
Social mobility, diversity and inclusion are vitally important
to ensuring the sustainability of the STEM skills market. We've
made huge strides internally, with our first Head of Engagement,
ED&I and Talent appointed at the end of FY22. Externally, we've
created exciting partnerships with our chosen charities, to help
make STEM opportunities accessible to anyone, and continue to look
for relevant and impactful partnerships.
Gattaca is a well-run business, with great governance processes
and a technology stack that gives us excellent visibility of our
daily operations and performance. This helps us to stand out in a
market with many smaller players. To be the STEM talent partner of
choice, we have to be trusted by our stakeholders, and our strong
governance underpins that trust.
Board Changes
With the business stabilised and vision clear, the Board changes
come at the right time for my team and the wider Group.
I am sure succeeding into a CEO role is never simple, however
Patrick has made this smooth, given us great support and counsel,
allowing Oliver and I to find our feet and enabled the business to
make solid progress. He has also navigated the Group through some
hugely volatile market conditions and times over the years and we
thank him for this guidance and stability throughout this.
The business had been too internally focused for a few years and
Ros' appointment to the Board two years ago has helped to change
that direction. Her challenge and support have helped us to bring
back a sales culture. We thank her for her contribution and wish
her well for the future.
It is obviously a significant moment for the Group with George
stepping down. His role over the years has helped to make sure we
have maintained a great culture at our very core. Over the past 18
months we've really managed to bring that back to life and I am
pleased he now feels comfortable to step away from formal
involvement. The business he founded has helped hundreds of
thousands of clients and candidates, created amazing careers for
everyone in the Group and some great alumni, we all have a lot to
thank him for and we all wish him the very best.
Richard brings a solid understanding of the business, the
staffing sector and the STEM markets we serve. As a former NED, he
is someone who the business held in the highest regard, and I look
forward to working closely with him when he becomes Chair.
Outlook
Macroeconomic headwinds mean the market remains challenging and
the timing of any economic recovery is uncertain. At the same time,
we are focused on the quality of the work we take on and growing
sustainably.
In the meantime, we will continue to focus on our Strategic
Priorities, so we are well placed to take advantage when the
recovery arrives. This includes developing our contract business,
which takes longer to be reflected in NFI but will deliver
recurring revenues. We will also continue to invest in our people,
in the knowledge that we are still a few years away from bringing
through sales leaders who joined us under our new culture.
In summary, I'm confident about the future and that we are doing
the right things to get the best results.
Matt Wragg
Chief Executive Officer
Chief Financial Officer's Report
Highlights
-- Continuing underlying profit before tax of GBP2.6m in FY23 (2022 restated: GBP0.3m)
-- Net cash of GBP21.6m (2022: GBP12.3m)
-- Ordinary dividend reintroduced of 2.5 pence per share and
special dividend of 2.5 pence per share proposed
-- Share buyback of GBP0.5m completed in the year
-- Rationalisation of our UK property portfolio, from 5 offices down to 3
Financial Performance
On a continuing basis, revenue of GBP385.2m (2022 restated:
GBP403.9m) generated NFI of GBP43.4m (2022 restated: GBP44.2m). We
achieved contract and Statement of Work (SoW) and other NFI of
GBP32.0m (2022 restated: GBP31.3m) at a margin of 8.5% (2022
restated: 8.0%), and permanent recruitment fees of GBP11.4m (2022
restated: GBP12.9m). SoW NFI, included within contract NFI, of
GBP2.1m (2022: GBP1.3m) is all delivered though contract labour
provision on long term projects. Contract NFI was up 2% against
FY22 driven by the Group's continued its focus on quality of
earnings and margin, which saw the us exiting some low margin
contracts. The greatest impact of the market conditions on NFI was
seen in permanent recruitment, which was down 11% on the prior
year, driven by industry-wide client and candidate challenges.
Underlying profit before tax from continuing operations was
GBP2.6m (2022 restated: GBP0.3m). Statutory profit after tax for
the total Group was GBP1.2m (2022 restated: loss after tax of
GBP(4.6)m). Within underlying trading, net credits of GBP0.5m
(2022: nil) were recorded as a result of releasing aged unclaimed
contractor liabilities and customer overpayments in line with our
accounting policies.
Net cash at 31 July 2023 was GBP21.6m (31 July 2022: GBP12.3m),
an increase of GBP9.2m in net cash year-on-year. The optimisation
of the Group's working capital is a key focus and through the year
the Group benefited from a significant improvement in DSO through
improved collection performance and renegotiated trading terms.
Discontinued operations and non-underlying costs
The below table reconciles continuing underlying profit before
tax to reported statutory profit before tax for the total
Group:
Profit before
GBP'000 tax
Continuing underlying profit before tax 2,568
Restructuring costs in continuing business (249)
Net gains associated with exited properties 614
Other continuing non-underlying costs (190)
Operating loss related to discontinued operations:
Restructuring and closure costs (186)
Amortisation of acquired intangibles (68)
Net foreign exchange losses (253)
Profit before tax for the total Group 2,236
Non-underlying restructuring costs in the year in continuing
business were primarily related to employee rationalisation
programmes in our North America, South Africa and European
locations. We also enacted exit proceedings over the legacy UK
headquarter office of the RSL Rail division; the right of use asset
had been fully impaired in FY22, so the associated GBP0.7m gain
realised on release of the lease liability has also been presented
as non-underlying in FY23.
All costs associated with discontinued operations are presented
as non-underlying, as these solely relate to ongoing closure costs
of those operations treated as discontinued in prior periods,
primarily Mexico, Malaysia, Singapore, Qatar and Russia. We will
continue to incur costs associated with discontinuing legacy
operations as the legal wind down of those operations is
concluded.
During the year, amortisation of acquired intangible assets was
GBP0.1m.
We continue to co-operate with the US Department of Justice and
there have been no significant new matters in this regard during
the year. Legal fees on this matter were GBP2,000 in the year
(2022: GBP33,000). As shown in Note 27 to the financial statements,
the Group is not currently in a position to know what the outcome
of these enquiries may be and we are therefore unable to quantify
the potential financial impact, if any.
Taxation
The Group's reported effective tax rate was 45.0% (2022
restated: 9.0%), driven by overseas losses not recognised as
deferred tax assets, and non-deductible expenses arising from the
corporate restructuring and streamlining of the Group. Further
detail is set out in Note 9 of the consolidated financial
statements. The continuing underlying effective tax rate was 42.7%
(2022 restated: 51.4%).
Earnings per share
Basic earnings per share was 3.8 pence (2022 restated: (14.3)
pence loss per share), and on a fully diluted basis was 3.8 pence
(2022 restated: (14.3) pence diluted loss per share). Continuing
underlying basic earnings per share was 4.6 pence (2022 restated:
0.5 pence).
Dividends
Our long-standing objective has been to achieve a
through-the-cycle dividend payout of approximately 50% of profits
after tax. The Board has proposed a final ordinary dividend of 2.5
pence per share (2022: nil pence), accompanied by a one-off special
dividend of 2.5 pence per share, both of which will be paid in
December 2023.
Given the Group's sustained high liquidity and acknowledging the
reduced shareholder returns in previous years, the Board are now
keen to return value to shareholders through various channels, such
as special dividends and the two share buybacks undertaken this
year.
Capital expenditure
The Group incurred capital expenditure in the period of GBP0.2m
(2022: GBP0.4m), on leasehold improvements and replacement of
office furniture and fittings.
Net assets and shares in issue at 31 July 2023
The Group had net assets of GBP30.8m (2022 restated: GBP30.5m)
and had 31.9m (2022: 32.3m) fully paid ordinary shares in
issue.
In April 2023 the Group announced the launch of a GBP0.5m share
buyback programme. This share buyback concluded in May 2023 with a
total of 447,000 shares bought back, and subsequently cancelled,
returning GBP0.5m of surplus cash to shareholders. With this
achieved, on 21 August 2023 the Board announced a further share
buyback with a view to returning a further GBP0.5m to shareholders,
of which GBP0.4m has been completed to date.
Group net cash at 31 July 2023 was GBP21.6m (31 July 2022:
GBP12.3m), an increase of GBP9.2m year-on-year.
We saw a strong performance in the Group's days sales
outstanding (DSO) at 31 July 2023 of 46.6 days, being a reduction
of 8.0 days since 31 July 2022 (restated 54.6 days). This was
driven by further improvements in cash collection and an improved
payment terms mix, including the loss of certain clients with
longer payment terms, which resulted in a GBP8.0m reduction in
trade receivables and accrued income balances to GBP47.2m (31 July
2022 restated: GBP55.2m).
Net bank interest received/(paid) was GBP0.3m (2022: GBP(0.1)m)
as a result of the positive net cash balance maintained throughout
the year.
As at 31 July 2023, the Group had an invoice financing working
capital facility of GBP50m, covering both recourse and
non-recourse. Under the terms of the non-recourse facility, the
trade receivables are assigned to, and owned by, HSBC and so have
been derecognised from the Group's statement of financial position.
In addition, the non-recourse working capital facility does not
meet the definition of loans and borrowings under IFRS. At 31 July
2023, utilisation of the recourse facility was nil and utilisation
of the non-recourse facility was GBP3.8m, with unutilised facility
headroom after restrictions of GBP27.6m.
Critical accounting policies
The statement of significant accounting policies is set out in
Note 1 to the financial statements.
Whilst reviewing the Group's revenue cut-off during the FY23
year-end, management identified a revenue cut-off error affecting
the prior financial year. Identification of this led us to reassess
our accounting policy on how accrued revenue and accrued cost
balances are determined at each period end. The Group's upgraded
ERP system, implemented during FY21, and development of our
knowledge about how to use our data most effectively, has led
management to conclude that it would have been appropriate to have
extended the cut-off assessment period of the Group's revenue and
contractor cost cut-off positions, to include a greater period of
approved timesheets received late.
Changes have been applied retrospectively, as required by the
accounting standards. Prior period financial information throughout
the Annual Report and Accounts 2023 has been restated where
applicable. Full details are provided in Note 1.24 to the
consolidated Financial Statements.
Group financial risk management
The Board reviews and agrees policies for managing financial
risks. The Group's finance function is responsible for managing
investment and funding requirements including banking and cash flow
monitoring. It seeks to ensure that adequate liquidity exists at
all times, to meet its cash requirements. The Group's financial
instruments comprise borrowings, cash and various items, such as
trade receivables and trade payables that arise from its
operations. The Group does not trade in financial instruments. The
main risks arising from the Group's financial instruments are
described below.
Credit risk
The Group seeks to trade only with recognised, creditworthy
third parties. We monitor receivable and unbilled balances on an
ongoing basis and in 2023 have continued to take a conservative
approach to receivables and unbilled risk in light of the
challenges in the UK and overseas economies, tempered by an overall
reduction in trade receivables and accrued income balances,
resulting in a decrease to our loss allowance by GBP(0.6)m to
GBP2.1m.
There are no significant concentrations of credit risk within
the Group, with no single debtor accounting for more than 8% (2022:
8%) of total receivables balances at 31 July 2023.
Foreign currency risk
The Group generates 5% of its annualised NFI from continuing
business in international markets. The Group does face risks to
both its reported performance and cash position arising from the
effects of exchange rate fluctuations. The Group manages these
risks by matching sales and direct costs in the same currency and
where appropriate entering into forward exchange contracts to
effect the same where sales and costs are not in the same
currency.
Oliver Whittaker
Chief Financial Officer
Consolidated Income Statement
For the year ended 31 July 2023
Restated(1)
2023 2022
Note GBP'000 GBP'000
Continuing operations
Revenue 2 385,174 403,873
Cost of sales (341,773) (359,672)
Gross profit 2 43,401 44,201
Administrative expenses (40,967) (49,244)
Profit/(loss) from continuing operations 4 2,434 (5,043)
Finance income 6 408 570
Finance cost 7 (87) (253)
Profit/(loss) before taxation 2,755 (4,726)
Taxation 9 (1,004) 451
Profit/(loss) for the year after taxation
from continuing operations 1,751 (4,275)
Discontinued operations
Loss for the year from discontinued operations
(attributable to equity holders of the Company) 10 (522) (346)
Profit/(loss) for the year 1,229 (4,621)
Profit/(loss) for the year is wholly attributable to equity
holders of the Company. The Company has elected to take the
exemption under section 408 of the Companies Act 2006 from
presenting the parent company Income Statement.
Restated(1)
2023 2022
Total earnings per ordinary share Note pence pence
Basic earnings/(loss) per share 11 3.8 (14.3)
Diluted earnings/(loss) per share 11 3.8 (14.3)
Restated(1)
2023 2022
Earnings per ordinary share from continuing operations Note Pence pence
Basic earnings/(loss) per share 11 5.4 (13.2)
Diluted earnings/(loss) per share 11 5.4 (13.2)
(1) FY22 results have been restated as explained further in Note 1.24.
Reconciliation to adjusted profit measure
Underlying profit is the Group's key adjusted profit measure;
profit from continuing operations is adjusted to exclude
non-underlying income and expenditure as defined in the Group's
accounting policy, amortisation and impairment of goodwill and
acquired intangibles, impairment of leased right-of-use assets and
net foreign exchange gains or losses.
Restated(1)
2023 2022
GBP'000 GBP'000
Profit/(loss) from continuing operations 2,434 (5,043)
Add:
Non-underlying items included within administrative expenses (175) 558
Amortisation and impairment of goodwill and acquired
intangibles and impairment of leased right-of-use assets 68 5,051
Depreciation of property, plant and equipment, leased right-of-use
assets and amortisation of software and software licences 1,475 2,210
Underlying EBITDA 3,802 2,776
Less:
Depreciation of property, plant and equipment, leased right-of-use
assets and amortisation of software and software licences (1,475) (2,210)
Net finance income/(costs) excluding foreign exchange gains and losses 241 (249)
Underlying profit before taxation from continuing operations 2,568 317
Underlying taxation (1,096) (163)
Underlying profit after taxation from continuing operations 1,472 154
(1) FY22 results have been restated as explained further in Note 1.24.
Consolidated Statement of Comprehensive Income
For the year ended 31 July 2023
Restated(1)
2023 2022
GBP'000 GBP'000
Profit/(loss) for the year 1,229 (4,621)
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations (243) 72
Other comprehensive (loss)/income for the year (243) 72
Total comprehensive income/(loss) for the year
attributable to equity holders of the parent 986 (4,549)
Restated(1)
2023 2022
GBP'000 GBP'000
Attributable to:
Continuing operations 1,708 (3,972)
Discontinued operations (722) (577)
986 (4,549)
(1) FY22 results have been restated as explained further in Note
1.24
Consolidated and Company Statements of Financial Position
For the year ended 31 July 2023
Group Company
Restated(1)
31 July 31 July 31 July 31 July
2023 2022 2023 2022
Note GBP'000 GBP'000 GBP'000 GBP'000
Non-current assets
Goodwill and intangible assets 12 1,962 2,072 8 11
Property, plant and equipment 13 1,024 1,359 - -
Right-of-use assets 21 1,873 3,065 - -
Investments 14 - - 38,550 38,608
Deferred tax assets 15 440 595 - -
Total non-current assets 5,299 7,091 38,558 38,619
Current assets
Trade and other receivables 16 52,168 58,245 1,357 2,757
Corporation tax receivables 534 1,263 145 238
Cash and cash equivalents 23,375 17,768 8 7
Total current assets 76,077 77,276 1,510 3,002
Total assets 81,376 84,367 40,068 41,621
Non-current liabilities
Deferred tax liabilities 15 (101) (25) - -
Provisions 17 (366) (517) - -
Lease liabilities 21 (964) (2,490) - -
Total non-current liabilities (1,431) (3,032) - -
Current liabilities
Trade and other payables 18 (46,895) (46,419) (2,742) (3,006)
Provisions 17 (1,046) (1,187) - -
Current tax liabilities (330) (340) - -
Lease liabilities 21 (857) (1,135) - -
Bank loans and borrowings 19 - (1,801) - -
Total current liabilities (49,128) (50,882) (2,742) (3,006)
Total liabilities (50,559) (53,914) (2,742) (3,006)
Net assets 30,817 30,453 37,326 38,615
Equity
Share capital 22 319 323 319 323
Share premium 8,706 8,706 8,706 8,706
Capital redemption reserve 4 - 4 -
Merger reserve 224 224 - -
Share-based payment reserve 334 350 334 350
Translation reserve 696 1,137 - -
Treasury shares reserve (331) (147) (244) (107)
Retained earnings 20,865 19,860 28,207 29,343
Total equity 30,817 30,453 37,326 38,615
(1) FY22 results have been restated as explained further in Note
1.24
The amount of loss generated by the Parent Company was
GBP588,000 for the year ended 31 July 2023 (2022: profit of
GBP296,000).
The financial statements were approved by the Board of Directors
on 23 October 2023 and signed on its behalf by
Oliver Whittaker
Chief Financial Officer
Consolidated and Company Statements of Changes in Equity
For the year ended 31 July 2023
A) Consolidated
Capital Share-based Treasury Restated(1)
Share Share redemption Merger payment Translation shares Retained Restated(1)
capital premium reserve reserve reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 August
2021,
as originally
presented 323 8,706 - 28,750 454 134 (37) (3,223) 35,107
Retrospective
adjustments
to revenue
cut-off
(Note 1.24) - - - - - - - 404 404
Restated total
equity at 1
August
2021 323 8,706 - 28,750 454 134 (37) (2,819) 35,511
Loss for the
year - - - - - - - (4,621) (4,621)
Other
comprehensive
income - - - - - 72 - - 72
Total
comprehensive
loss - - - - - 72 - (4,621) (4,549)
Share-based
payments
charge (Note
22) - - - - 145 - - - 145
Share-based
payments
reserves
transfer - - - - (249) - - 249 -
Deferred tax
movement
in respect of
share
options - - - - - - - (60) (60)
Purchase of
treasury
shares - - - - - - (110) - (110)
Translation
reserve
movements on
disposal
of foreign
operations(2) - - - - - 931 - (931) -
Dividends paid
in the year - - - - - - - (484) (484)
Transfer of
merger
reserve - - - (28,526) - - - 28,526 -
Transactions
with
owners - - - (28,526) (104) 931 (110) 27,300 (509)
At 31 July
2022 323 8,706 - 224 350 1,137 (147) 19,860 30,453
At 1 August
2022 323 8,706 - 224 350 1,137 (147) 19,860 30,453
Profit for the
year - - - - - - - 1,229 1,229
Other
comprehensive
loss - - - - - (243) - - (243)
Total
comprehensive
income - - - - - (243) - 1,229 986
Share-based
payments
credit (Note
22) - - - - (64) - - - (64)
Share-based
payments
reserves
transfer - - - - 48 - - (48) -
Deferred tax
movement
in respect of
share
options - - - - - - - 126 126
Purchase of
treasury
shares - - - - - - (184) - (184)
Purchase and
cancellation
of own shares
(Note
22)(3) (4) - 4 - - - - (500) (500)
Translation
reserve
movements on
disposal
of foreign
operations(2) - - - - - (198) - 198 -
Transactions
with
owners (4) - 4 - (16) (198) (184) (224) (622)
At 31 July
2023 319 8,706 4 224 334 696 (331) 20,865 30,817
(1) FY22 results have been restated as explained further in Note 1.24
(2) The movement through the translation reserve in the year
ended 31 July 2023 is in respect of the liquidation of MSB
International GmbH and the realisation of previously unrealised
foreign exchange gains. The movement through the translation
reserve in the year ended 31 July 2022 is in respect of disposal of
foreign operations relating to the sale of the South African
recruitment operations in December 2021 and the realisation of
previously unrealised foreign exchange losses.
(3) During the year ended 31 July 2023, Gattaca plc undertook a
public share buyback and a capital redemption reserve was created
as a result of the subsequent cancellation of these shares, as
discussed in Note 22.
B) Company
Capital Share-based Treasury
Share Share redemption Merger payment shares Retained
capital premium reserve reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 August 2021 323 8,706 - 28,526 454 (16) 756 38,749
Profit and total comprehensive
income for the year
(Note 8) - - - - - - 296 296
Share-based payments
charge (Note 22) - - - - 145 - - 145
Share-based payments
reserves transfer - - - - (249) - 249 -
Purchase of treasury
shares - - - - - (91) - (91)
Dividends paid in the
year - - - - - - (484) (484)
Transfer of merger
reserve - - - (28,526) - - 28,526 -
Transactions with
owners - - - (28,526) (104) (91) 28,291 (430)
At 31 July 2022 323 8,706 - - 350 (107) 29,343 38,615
At 1 August 2022 323 8,706 - - 350 (107) 29,343 38,615
Loss and total comprehensive
loss for the year (Note
8) - - - - - - (588) (588)
Share-based payments
credit (Note 22) - - - - (64) - - (64)
Share-based payments
reserves transfer - - - - 48 - (48) -
Purchase of treasury
shares - - - - - (137) - (137)
Purchase and cancellation
of own shares (Note
22)(1) (4) - 4 - - - (500) (500)
Transactions with
owners (4) - 4 - (16) (137) (548) (701)
At 31 July 2023 319 8,706 4 - 334 (244) 28,207 37,326
(1) During the year ended 31 July 2023, Gattaca plc undertook a
public share buyback and a capital redemption reserve was created
as a result of the subsequent cancellation of these shares, as
discussed in Note 22.
Consolidated and Company Cash Flow Statements
For the year ended 31 July 2023
Group Company
Restated(1)
2023 2022 2023 2022
Note GBP'000 GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Profit/(loss) for the year 1,229 (4,621) (588) 296
Adjustments for:
Depreciation of property, plant and
equipment and amortisation
of intangible assets, software and
software licences 4 591 1,078 2 2
Depreciation of leased right-of-use
assets 4 952 1,552 - -
Loss from sale of subsidiary, associate
or investment - 82 - -
Loss on disposal of property, plant
and equipment 4 17 33 - -
Loss on disposal of software and software
licences 4 8 12 - -
Impairment of goodwill and acquired
intangibles 4 - 3,780 - -
Impairment of right-of-use assets 4 - 852 - -
Profit on reassessment of lease term 21 (672) (27) - -
Profit on reassessment of dilapidation
asset 21 (58) - - -
Interest income 6 (328) (4) (93) (1)
Interest costs 7 87 253 - -
Taxation expense/(credit) recognised
in Income Statement 9 1,007 (458) (145) (235)
Decrease in trade and other receivables 6,243 8,841 1,400 582
Increase/(decrease) in trade and other
payables 476 (12,249) (531) (67)
Decrease in provisions 17 (285) (54) - -
Share-based payment (credit)/charge 22 (64) 145 - -
Dividends received - - - (1,350)
Foreign exchange gains 37 30 - -
Cash generated from /(used in) operations 9,240 (755) 45 (773)
Interest paid 7 (19) (138) - -
Interest paid on lease liabilities 7 (68) (115) - -
Interest received 6 328 4 93 1
Income taxes repaid/(paid) 61 (200) - -
Cash generated from/(used in) operating
activities 9,542 (1,204) 138 (772)
Cash flows from investing activities
Purchase of property, plant and equipment 13 (178) (370) - -
Purchase of intangible assets 12 - (29) - -
Sublease rent receipts 130 - - -
Dividends received - - - 1,350
Cash (used in)/generated from investing
activities (48) (399) - 1,350
Cash flows from financing activities
Lease liability principal repayments (1,200) (1,923) - -
Purchase of treasury shares (184) (110) (137) (91)
Purchase of own shares for cancellation 22 (500) - - -
Working capital facility repaid (1,801) (7,547) - -
Dividends paid - (484) - (484)
Cash used in financing activities (3,685) (10,064) (137) (575)
Effects of exchange rates on cash and
cash equivalents (202) 197 - -
Increase/(decrease) in cash and cash
equivalents 5,607 (11,470) 1 3
Cash and cash equivalents at the beginning
of the year 17,768 29,238 7 4
Cash and cash equivalents at end of
year(2) 26 23,375 17,768 8 7
(1) FY22 results have been restated as explained further in Note 1.24
(2) Cash and cash equivalents as at 31 July 23 and 31 July 22
includes restricted cash balances, for further details please refer
to Note 26.
Net decrease in cash and cash equivalents from discontinued
operations was GBP281,000 (2022: decrease of GBP742,000).
Notes Forming Part of the Financial Statements
1 The Group and Company Significant Accounting Policies
1.1 The Business of the Group
Gattaca plc ("the Company") and its subsidiaries (together "the
Group") is a human capital resources business providing contract
and permanent recruitment services in the private and public
sectors across the UK, Europe and North America regions. The
Company is a public limited company, which is listed on the
Alternative Investment Market (AIM) and is incorporated and
domiciled in England, United Kingdom. The Company's address is:
1450 Parkway, Solent Business Park Whiteley, Fareham, Hampshire,
PO15 7AF. The registration number is 04426322.
1.2 Basis of preparation of the financial statements
The consolidated and company financial statements of Gattaca plc
have been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act
2006 as applicable to companies reporting under those
standards.
These financial statements have been prepared under the
historical cost convention. The accounting policies have been
applied consistently to all years throughout both the Group and the
Company for the purposes of preparation of these Financial
Statements. A summary of the principal accounting policies of the
Group are set out below.
The preparation of financial statements requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements, are
disclosed in Note 1.23.
1.3 Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Strategic Report. The financial position of the
Group, its cash flows and liquidity are described in the Chief
Financial Officer's Report.
At the year end the Group reported a strong balance sheet with
statutory net cash of GBP21.6m. The Group ensures the availability
of working capital through close management of customer payment
terms. There is sufficient headroom on our working capital
facilities to absorb a level of customer payment term extensions,
but we would also manage supply to the customer if payment within
an appropriate period was not being made. Whilst there is no
evidence that it would occur, a significant deterioration in
average payment terms has the potential to impact the Group's
liquidity.
The Directors have prepared detailed cash flow forecasts,
covering a period of at least 12 months from the date of approval
of these financial statements. This base case is drawn up with
appropriate regard for the current macroeconomic environment and
the particular circumstances in which the Group operates. The base
case assumes a steady growth in the Group's NFI year on year.
Improvements in quality of earnings and gross margin during FY23
have provided a platform for contract NFI growth, with increases in
contractor numbers and average timesheet values being key focuses
for FY24. Whilst we expect customer and candidate challenges in the
permanent recruitment market to continue during FY24, strong
contract pipelines in Defence and Mobility sectors, combined with
increasing customer demand for Statement of Works contracts,
underpin the Group's NFI growth expectations in FY24 and
beyond.
A key assumption in preparing the cash flow forecasts is the
continued availability of Group's invoice financing facility
throughout the forecast period. At the year end, the unutilised
facility headroom after restrictions was GBP27.6m. The current
GBP50m facility has no contractual renewal date; the Directors
remain confident that the facility will remain available.
The output of the base case forecasting process has been used to
perform sensitivity analysis on the Group's cash flow to model the
potential effects should principal risks actually occur either
individually or in unison. The sensitivity analysis modelled
scenarios with significantly lower NFI growth rates, significantly
increased operating cost inflation and increased customer payment
terms considered. The Group has modelled the impact of a severe but
plausible scenario including nil growth in contract and permanent
NFI across FY24 to FY26, operating cost inflation of 10% and an
increase in DSO by five days.
After making appropriate enquiries and considering the
uncertainties described above, the Directors have a reasonable
expectation at the time of approving these financial statements
that the Group and the Company have adequate resources to continue
in operational existence for the foreseeable future. Following
careful consideration the Directors do not consider there to be a
material uncertainty with regards to going concern and consider it
is appropriate to adopt the going concern basis in preparing these
financial statements.
1.4 New standards and interpretations
The following are new standards or improvements to existing
standards that are mandatory for the first time in the Group's
accounting period beginning on 1 August 2022 and no new standards
have been early adopted. The Group's July 2023 consolidated
financial statements have adopted these amendments to IFRS:
-- Amendments to IAS 16 - Property, plant and equipment: proceeds before intended use
-- Amendments to IAS 37 - Onerous contracts - cost of fulfilling a contract
-- Amendments to IFRS 3 - Reference to the conceptual framework
-- Amendments to IFRS Standards 2018-2022 - Annual improvements on IFRS 9, IFRS 16 and IFRS 1
There have been no alterations made to the accounting policies
as a result of considering all of the amendments above that became
effective in the year, as these were either not material or were
not relevant to the Group or Company.
New standards in issue, not yet adopted
The Group has not yet adopted certain new standards, amendments
and interpretations to existing standards, which have been
published but which are effective for the Group accounting periods
beginning on or after 1 August 2023. These new pronouncements are
listed as follows:
-- IFRS 17, "Insurance contracts" as amended in December 2021 (effective 1 January 2023)
-- Amendments to IAS 1 - Classification of liabilities as
current or non-current (effective 1 January 2023)
-- Amendments to IAS 1 and IFRS Practice Statement 2 - Improve
accounting policy disclosures (effective 1 January 2023)
-- Amendments to IAS 8 - Clarify distinction between accounting
policies and accounting estimates (effective 1 January 2023)
-- Amendments to IAS 12 - Deferred tax relating to assets and
liabilities arising from a single transaction (effective 1 January
2023)
The Directors are currently evaluating the impact of the
adoption of all other standards, amendments and interpretations but
do not expect them to have a material impact on the Group's
operations or results.
Forthcoming requirements
The following amendments are required for application for the
Group's periods beginning after 1 August 2023 or later:
Standard Effective date (annual period beginning on or after)
IAS 1 Non-current liabilities with covenants: Clarify how conditions with which an entity must 1 January 2024
comply
within 12 months after the reporting period affect the classification of a liability
IFRS 16 Requirements for sale and leaseback transactions explaining how a seller-lessee accounts for 1 January 2024
a sale and leaseback after the date of the transaction
1.5 Basis of consolidation
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date on which that control ceases. The results of all
subsidiaries, including those with non-coterminous reporting dates,
are consolidated in line with the Group's financial reporting
period.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets transferred, the
liabilities incurred to the former owners of the acquiree, and the
equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangements. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the
acquisition date. The Group recognises any non-controlling interest
in the acquiree on an acquisition-by-acquisition basis, either at
fair value or at the non-controlling interest's proportionate share
of the recognised amounts of the acquiree's identifiable net
assets.
Acquisition-related costs are expensed as incurred.
Intercompany transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated. Where necessary, amounts reported by
subsidiaries have been adjusted to conform to the Group's
accounting policies.
1.6 Revenue
Revenue is measured by reference to the fair value of
consideration received or receivable by the Group for services
provided, excluding VAT and trade discounts.
Temporary placements
Revenue from temporary, or contract, placements is recognised at
the point in time when the candidate provides services, upon
receipt of a client-approved timesheet or equivalent proof of time
worked. Timing differences between the receipt of a client-approved
timesheet and the raising of an invoice are recognised as accrued
income. The Group has assessed its use of third party providers to
supply candidates for temporary placements under the agent or
principal criteria and has determined that it is the principal on
the grounds that it retains primary responsibility for provision of
the services.
A number of contractual rebate arrangements are in place in
respect of volume and value of sales; these are accounted for as
variable consideration reducing revenue and estimated in line with
IFRS 15.
Any consideration payable at the start of contracts to customers
is recognised as a prepayment and released to profit or loss over
the terms of the contract it relates to, as a reduction to
revenue.
Permanent placements
Revenue from permanent placements, which is based on a
percentage of the candidate's remuneration package, is recognised
when candidates commence employment which is the point at which the
performance obligation of the contract is considered met. Some
permanent placements are subject to a "claw-back" period whereby if
a candidate leaves within a set period of starting employment, the
customer is entitled to a rebate subject to the Group's terms and
conditions. Provisions as a reduction to revenue are recognised for
such arrangements if considered probable. In addition, a number of
contractual rebate arrangements are in place in respect of volume
and value of sales; these are accounted for as variable
consideration reducing revenue and estimated in line with IFRS
15.
Revenue cut-off: temporary and permanent placements
Revenue from temporary and permanent placements is recognised in
the financial year to which it relates, to the extent that the
Group has, within two months of the year-end date, received
confirmation that the contractual performance obligation has been
satisfied; either through receipt of a client-approved timesheet,
or confirmation of commencement of employment (for permanent
placements). Late timesheets and placements approved after this
period are recognised in the subsequent financial year; remaining
timesheets or placements would not be expected to be material, with
a low confidence level over any further estimate being highly
probable not to reverse as a long submission delay is highly
unusual.
Other
Other revenue streams are generated from the provision of
engineering management services through Statement of Work packages
and other fees.
Revenue from the provision of engineering management services is
recognised either over a period of time (where the customer
benefits from the services provided as the Group performs those
services) or at a point in time upon receipt of client-approved
timesheets. Where the Group determines revenue should be recognised
over time an estimate is made of progress using an input method, by
reference to the proportion of costs incurred to date compared to
total expected costs for the contract. This is considered to best
reflect the benefit the customer receives from the Group's
performance.
Other fees mainly relate to account management fees for
providing recruitment services. Revenue from other fees is
recognised following client commitment to the agreement at either a
point in time or over time in accordance with terms of each
individual agreement.
1.7 Non-underlying items
Non-underlying items are income or expenditure that are
considered unusual and separate to underlying trading results
because of their size, nature or incidence and are presented within
the consolidated income statement but highlighted through separate
disclosure. The Group's Directors consider that these items should
be separately identified within the income statement to enable a
proper understanding of the Group's business performance.
Items which are included within this category include but are
not limited to:
-- material restructuring costs, including related professional
fees and staff costs, and costs relating to disposal of
discontinued business;
-- costs of acquisitions;
-- lease exit costs; and
-- integration costs followings acquisitions.
In addition, the Group also excludes from underlying results
amortisation and impairment of goodwill and acquired intangibles,
impairment of leased right-of-use assets and net foreign exchange
gains or losses.
Specific adjusting items are included as non-underlying based on
the following rationale:
Does not reflect in-year
Distorting due to irregular Distorting due to operational performance of
Item nature year on year fluctuating nature (size) continuing business
Material restructuring costs
Lease exit costs
Amortisation and impairment
of
goodwill and acquired
intangibles
Impairment of leased
right-of-use assets
Net foreign exchange gains
and losses
Tax impact of the above
1.8 Property, plant and equipment
Property, plant and equipment is stated at cost, net of
depreciation and any provision for impairment.
Depreciation is calculated so as to write off the cost of an
asset, less its estimated residual value, over the useful economic
life of that asset in terms of annual depreciation as follows:
Fixtures, fittings and Straight
equipment 12.5% to 33.3% line
Over the period of the Straight
Leasehold improvements lease term line
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount.
1.9 Goodwill
Goodwill arises on the acquisition of subsidiaries and
represents the excess of the fair value of the consideration given
for a business over the Company's interest in the fair value of the
net identifiable assets, liabilities and contingent liabilities of
the acquiree. Goodwill is stated at cost less accumulated
impairment.
Goodwill impairment reviews are undertaken annually, or more
frequently if events or changes in circumstances indicate a
potential impairment. Goodwill is allocated to cash-generating
units, being the lowest level at which goodwill is monitored. The
carrying value of the assets of the cash-generating unit, including
goodwill, intangible and tangible assets and working capital
balances, is compared to its recoverable amount, which is the
higher of value in use and fair value less costs to sell. Any
excess in carrying value over recoverable amount is recognised
immediately as an impairment expense and is not subsequently
reversed. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
1.10 Intangible assets
Customer relationships
Customer relationships comprise principally of existing customer
relationships which may give rise to future orders (customer
relationships), and existing order books. They are recognised at
fair value at the acquisition date, and subsequently measured at
cost less accumulated amortisation and impairment. Customer
relationships are determined to have a useful life of ten years and
are amortised on a straight-line basis.
Trade names and trademarks
Trade names and trademarks have either arisen on the
consolidation of acquired businesses or have been separately
purchased and are recognised at fair value at the acquisition date.
They are subsequently measured at cost less accumulated
amortisation and impairment. Trade names and trademarks are
determined to have a useful life of ten years and are amortised on
a straight-line basis.
Software and software licences
Acquired computer software licences are capitalised on the basis
of the costs incurred to acquire and bring into use the specific
software. These costs are amortised using the straight-line method
to allocate the cost of the software licences over their useful
lives of between two and five years. Subsequent licence renewals
are expensed to profit or loss as incurred. Software licences are
stated at cost less accumulated amortisation and impairment.
Costs incurred for the development of software code that
enhances or modifies, or creates additional capability to existing
on-premise systems and meets the definition of and recognition
criteria for an intangible asset are recognised as intangible
software assets and depreciated over a useful life of between two
and ten years.
Implementation costs for cloud-based software under
Software-as-a-Service (SaaS) arrangements
SaaS arrangements are service contracts providing the Group with
the right to access the cloud provider's application software over
the contract period. In most cases, this will not meet the
definition of an intangible asset under IAS 38.
Implementation costs relating to cloud-based software under SaaS
arrangements are assessed as they are incurred. These would include
implementation support, consultancy, configuration costs,
customisation costs and testing services. If the services are
provided by the cloud supplier or a third party and are considered
to be distinct from the access to the software, then they are
either recognised as an intangible asset under IAS 38 if they meet
the relevant capitalisation criteria or, more likely, they are
expensed to the Income Statement as incurred. If the implementation
services are provided by the cloud provider but are not considered
to be distinct from access to the software, which generally is the
case for customisation costs for cloud-based software, then they
are recognised as an expense over the period of the service
contract, resulting in a prepayment asset if the services are paid
for in advance.
Internally generated intangible assets
Internal development costs that are directly attributable to the
design and testing of identifiable and unique non-cloud based
software products are capitalised as part of internally generated
software and include employee costs and professional fees
attributable to the development of the asset. Other internal
expenditure that does not meet these criteria is recognised as an
expense to profit or loss as incurred. Software development
internal costs recognised as assets are amortised on a
straight-line basis over their estimated useful lives of between
two and ten years.
Expenditure on internally generated brands and other intangible
assets is expensed to profit or loss as incurred.
Other
Other intangible assets acquired by the Group have a finite
useful life between five and ten years and are measured at cost
less accumulated amortisation and accumulated losses.
Amortisation of intangible assets and impairment losses are
recognised in profit or loss within administrative expenses.
Intangible assets are tested for impairment either as part of a
goodwill-carrying cash-generated unit, or when events arise that
indicate an impairment may be triggered. An impairment loss is
recognised for the amount by which the carrying value of intangible
assets exceeds the recoverable amount. The recoverable amount is
the higher of the assets' fair value less costs of disposal and
value in use. Impairment losses on intangible assets are recognised
in the income statement in administrative expenses.
1.11 Investments
Investments in subsidiary undertakings are initially recognised
at cost and subsequently carried at cost less accumulated
impairment.
Investments are tested for impairment at the reporting date if
events arise that indicate an impairment may be triggered. An
impairment loss is recognised for the amount by which the carrying
amount of the investment exceeds its recoverable amount. The
recoverable amount is the higher of fair value less costs of
disposal and value in use. Impairment losses on investments are
recognised in the income statement in administrative expenses.
1.12 Disposal of assets
The gain or loss arising on the disposal of an asset is
determined as the difference between the disposal proceeds and the
carrying amount of the asset and is recognised in the income
statement at the time of disposal.
1.13 Leases
The Group leases office property, motor vehicles and equipment.
Rental contracts range from monthly to five years.
At inception of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. Contracts may contain both lease and non-lease
components, and consideration is allocated in the contract to the
lease and non-lease components based on their relative stand-alone
prices.
Assets and liabilities arising from a lease are initially
measured on a present value basis at the lease commencement date.
Lease liabilities include the net present value of the fixed
payments less any lease incentives receivable, variable lease
payments that are based on an index or a rate, amounts expected to
be payable by the group under residual value guarantees, the
exercise price of any purchase option if the Group is reasonably
certain to exercise that option, and payments of penalties for
terminating the lease if that option is expected to be taken.
Lease payments to be made under reasonably certain extension
options are also included in the measurement of the liability.
Lease payments are discounted at either the interest rate
implicit in the lease or when this interest rate cannot be readily
determined, the Group's incremental borrowing rate associated with
a similar asset. When calculating lease liabilities, the Group uses
its incremental borrowing rate, being the rate it would have to pay
to borrow the funds necessary to obtain an asset of similar value
in a similar economic climate with similar terms, security and
conditions. This is estimated using publicly available data
adjusted for changes specific to the lease in financing conditions,
lease term, country and currency.
The Group does not have leases with variable lease payments
based on an index or rate.
Extension or termination options are included in a number of the
Group's leases. In determining the lease term, the Group considers
all facts and circumstances that create an economic incentive to
exercise, or not to exercise, an option. Extension options are only
included in the lease term if the lease is reasonably certain to be
extended. The lease term is reassessed if an option is actually
exercised or the Group becomes obliged to exercise (or not to
exercise) it. The assessment of reasonable certainty is only
revised if a significant event or a significant change in
circumstances occurs that is within the control of the Group.
Lease payments are allocated between principal and finance cost.
The finance cost is charged to profit or loss over the lease period
so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the
following:
-- the amount of the initial measurement of lease liability,
-- any lease payments made at or before the commencement date
less any lease incentives received,
-- any initial direct costs, and
-- restoration costs.
Right-of-use assets are depreciated on a straight-line basis
over the term of the lease with depreciation expense recognised in
the income statement.
Right-of-use assets are tested for impairment either as part of
a goodwill-carrying cash-generated unit, or when events arise that
indicate an impairment may be triggered. An impairment loss is
recognised for the amount by which the carrying value of
right-of-use assets exceeds the recoverable amount. The recoverable
amount is the higher of the asset's fair value less costs of
disposal and value in use. Impairment losses on right-of-use assets
are recognised in the income statement in administrative
expenses.
Lease modifications are a change in scope of a lease that was
not part of the original lease. Any change that is triggered by a
clause already part of the original lease contract is a
reassessment and not a modification. Changes to lease cash flows as
part of a reassessment result in a remeasurement of the lease
liability using an updated discount rate and a corresponding
adjustment to the carrying value of the right-of-use asset.
Advantage has been taken of the practical expedients for
exemptions provided for leases with less than 12 months to run, for
leases of low value, to account for leases with similar
characteristics as a portfolio with a single discount rate and to
present existing onerous lease provisions against the carrying
value of right-of-use assets. Payments associated with short-term
leases and leases of low value are recognised on a straight-line
basis as an expense in profit or loss.
Sublease of office space at certain of the Group's leased
properties is accounted for in accordance with IFRS 16; the
right-of-use asset relating to the head lease is derecognised to
the extent that control of the asset (or a portion thereof) is
transferred to the sublessee, and the net investment in the
sublease is recognised as a net finance lease receivable. The lease
liability relating to the head lease, representing future lease
payments due to the head lessor, is unaffected by the sublease
arrangement.
1.14 Taxation
The tax expense for the year comprises current and deferred tax.
Tax is recognised in the income statement, except to the extent
that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
The current tax charge is calculated on the basis of the tax
laws enacted or substantively enacted at the Statement of Financial
Position date in the countries where the Company and its
subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions, where appropriate, on
the basis of amounts expected to be paid to the tax
authorities.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. However, deferred tax is not provided on the
initial recognition of goodwill, nor on the initial recognition of
an asset or liability unless the related transaction is a business
combination or affects tax or accounting profit.
Deferred tax liabilities are provided in full, with no
discounting. Deferred tax assets are recognised to the extent that
it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income. Current
and deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the Statement of Financial Position date.
Deferred tax on temporary differences associated with shares in
subsidiaries is not provided for if these temporary differences can
be controlled by the Group and it is probable that reversal will
not occur in the foreseeable future.
Deferred tax assets and liabilities are offset only where there
is a legally enforceable right to the offset and there is an
intention to settle balances on a net basis.
Changes in deferred tax assets or liabilities are recognised as
a component of tax expense in the income statement, except where
they relate to items that are charged or credited directly to
equity (such as share-based payments) in which case the related
deferred tax is also charged or credited directly to equity.
1.15 Pension costs
The Group operates a number of country-specific defined
contribution plans for its employees. A defined contribution plan
is a pension plan under which the Group pays fixed contributions
into a separate entity. Once the contributions have been paid the
Group has no further payment obligations. The contributions are
recognised as an expense when they are due. Amounts not paid are
shown in other creditors in the Statement of Financial Position.
The assets of the plan are held separately from the Group in
independently administered funds.
1.16 Share-based payments
All share-based remuneration is ultimately recognised as an
expense in the Income Statement with a corresponding credit to the
share-based payment reserve. All goods and services received in
exchange for the grant of any share-based remuneration are measured
at their fair values. Fair values of employee services are
indirectly determined by reference to the fair value of the share
options awarded. Their value is appraised at the grant date and
excludes the impact of non-market vesting conditions (for example,
profitability and sales growth targets).
If vesting periods or other non-market vesting conditions apply,
the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest.
Estimates are subsequently revised if there is any indication that
the number of share options expected to vest differs from previous
estimates. Any cumulative adjustment prior to vesting is recognised
in the current period. No adjustment is made to any expense
recognised in prior periods if share options ultimately exercised
are different to that estimated on vesting. Upon exercise of share
options, proceeds received net of attributable transaction costs
are credited to share capital and share premium.
The Company is the granting and settling entity in the Group
share-based payment arrangement where share options are granted to
employees of its subsidiary companies. The Company recognises the
share-based payment expense as an increase in the investment in
subsidiary undertakings.
The Group operates Long-Term Incentive Plan Options which have
exercise prices above GBP0.01. Grants have been made as part of a
CSOP scheme, depending on the terms of specific grants.
The Group also operates a Share Incentive Plan ("SIP"), the
Gattaca plc Share Incentive Plan ("the Plan"), which is approved by
HMRC. The Plan is held by Gattaca plc UK Employee Benefit Trust
("the EBT"), the purpose of which is to enable employees to
purchase Company shares out of pre-tax salary. For each share
purchased the Group grants an additional share at no cost to the
employee. The expense in relation to these "free" shares is
recorded as employee remuneration and measured at fair value of the
shares issued as at the date of grant. The assets and liabilities
of the EBT are included in the Gattaca plc Consolidated Statement
of Financial Position.
1.17 Financial instruments
Financial assets
IFRS 9 contains a classification and measurement approach for
financial assets that reflects the business model in which assets
are managed and their cash flow characteristics. Under IFRS 9, all
financial assets are measured at either amortised cost, fair value
through profit and loss ("FVTPL") or fair value through other
comprehensive income ("FVOCI").
Financial assets: debt instruments
The Group classifies its debt instruments in the following
measurement categories depending on the Group's business model for
managing the asset and the cash flow characteristics of the
asset:
(i) those to be measured subsequently at fair value through
other comprehensive income (OCI): Assets that are held for
collection of contractual cash flows and for selling the financial
assets, where the assets' cash flows represent solely payments of
principal and interest, are measured at FVOCI. Movements in the
carrying amount are taken through OCI, except for the recognition
of impairment gains or losses, interest revenue and foreign
exchange gains and losses which are recognised in profit or loss.
When the financial asset is derecognised, the cumulative gain or
loss previously recognised in OCI is reclassified from equity to
profit or loss and recognised in other gains/(losses). Interest
income from these financial assets is included in finance income
using the effective interest rate method. Foreign exchange gains
and losses are presented in other gains/(losses) and impairment
expenses are presented as separate line item in the Income
Statement.
(ii) those to be measured subsequently at FVTPL: Assets that do
not meet the criteria for amortised cost or FVOCI are measured at
FVTPL. A gain or loss on a debt investment that is subsequently
measured at FVTPL is recognised in profit or loss and presented net
within other gains/(losses) in the year in which it arises.
(iii) those to be measured subsequently at amortised cost:
Assets that are held for collection of contractual cash flows where
those cash flows represent solely payments of principal and
interest are measured at amortised cost. Interest income from these
financial assets is included in finance income using the effective
interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/
(losses), together with foreign exchange gains and losses.
Impairment losses are presented as a separate line item in the
Income Statement.
The Group holds unclaimed sales ledger credits on the balance
sheet that arise in the course of normal trading operations due to
the high volume of timesheet invoices and customer receipts.
Following a review of its credit control procedures, the Group has
reinstated its policy of releasing any unclaimed sales ledger
credits to the income statement after all reasonable steps have
been taken to return funds to the customer and two years have
elapsed since release of the funds.
Financial assets: equity instruments
The Group subsequently measures all equity investments at fair
value. Where the Group's management has elected to present fair
value gains and losses on equity investments in OCI, there is no
subsequent reclassification of fair value gains and losses to
profit or loss following the derecognition of the investment.
Dividends from such investments continue to be recognised in profit
or loss as other income when the Group's right to receive payments
is established.
Impairment losses (and reversal of impairment losses) on equity
investments measured at FVOCI are not reported separately from
other changes in fair value.
Impairment of financial assets
IFRS 9 require the application of the "Expected Credit Loss"
model ("ECL"). This applies to all financial assets measured at
amortised cost or FVOCI, except equity investments.
The Group assesses on a forward looking basis the expected
credit losses associated with its debt instruments carried at
amortised cost and FVOCI.
The Group has reviewed each category of its financial assets to
assess the level of credit risk and ECL provision to apply:
-- Trade receivables: the Group has chosen to take advantage of
the practical expedient in IFRS 9 when assessing default rates over
its portfolio of trade receivables, to estimate the ECL based on
historical default rates specific to groups of customers by
industry and geography that carry similar credit risks. Separate
ECLs have been modelled for UK customers in different industries,
and customers in the Americas, Europe, Asia and Africa.
-- Accrued income is in respect of temporary placements where a
client-approved timesheet has been received or permanent placements
where a candidate has commenced employment, but no invoice has been
raised. Default rates have been determined by reference to
historical data.
-- Cash and cash equivalents are held with established financial
institutions. The Group has determined that based on the external
credit ratings of counterparties, this financial asset has a very
low credit risk and that the estimated expected credit loss
provision is not material.
At each reporting date, the expected credit loss provision will
be reviewed to reflect changes in credit risk and historical
default rates and other economic factors. Changes in the ECL
provision are recognised in profit or loss.
Financial liabilities
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Group becomes a party
to the contractual provisions of the instrument and comprise trade
and other payables and bank loans. Financial liabilities are
recorded initially at fair value, net of direct issue costs and are
subsequently measured at amortised cost using the effective
interest rate method.
A financial liability is derecognised only when the obligation
is extinguished, that is, when the obligation is discharged,
cancelled or expires.
Non-recourse receivables factoring is not recognised as a
financial liability as there is no contractual obligation to
deliver cash; subsequently, the receivables are derecognised and
any difference between the receivable value and amount received
through non-recourse factoring is recognised as a finance cost.
1.18 Cash and cash equivalents
In the Consolidated Cash Flow Statement, cash and cash
equivalents include cash in hand, deposits held at call with banks,
other short-term highly liquid investments with original maturities
of three months or less and bank overdrafts. In the Statement of
Financial Position and Cash Flow Statement, bank overdrafts are
netted against cash and cash equivalents where the offsetting
criteria are met.
Cash in transit inbound from, or outbound to, a third party is
recognised when the transaction is no longer reversible by the
party making the payment. This is determined to be in respect of
all electronic payments and receipt transactions that commence
before or on the reporting date and complete within one business
day after the reporting date.
Restricted cash and cash equivalent balances are those which
meet the definition of cash and cash equivalents but are not
available for wider use by the Group. These balances arise from the
Group's non-recourse working capital arrangements as well as from
balances for which the Group can no longer access the accounts and
hence cannot withdraw or control funds, but is still the legal
owner.
1.19 Provisions
Provisions are recognised where the Group has a present legal or
constructive obligation as a result of past events; it is probable
that an outflow of resources will be required to settle the
obligation; and the amount has been reliably estimated. Provisions
are not recognised for future operating losses.
1.20 Dividends
Dividend distributions payable to equity shareholders are
included in "other short term financial liabilities" when the
dividends are approved in a general meeting prior to the reporting
date.
1.21 Foreign currencies
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which each entity operates ("the functional
currency"). The consolidated financial statements are presented in
Pounds Sterling (GBPGBP), which is the Group's presentation
currency.
Transactions in foreign currencies are translated at the
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities in foreign currencies are translated at the
rates of exchange ruling at the reporting date. Non-monetary items
that are measured at historical cost in a foreign currency are
translated at the exchange rate at the date of the transaction.
Non-monetary items that are measured at fair value in a foreign
currency are translated using the exchange rates at the date when
the fair value was determined. Income and expenses are translated
at the actual rate.
Any exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from
those at which they were initially recorded are recognised in the
Income Statement in the year in which they arise.
The assets and liabilities in the financial statements of
foreign subsidiaries are translated at the rate of exchange ruling
at the reporting date.
The individual financial statements of each Group company are
presented in its functional currency. On consolidation, the assets
and liabilities of overseas subsidiaries, including any related
goodwill, are translated to Sterling at the rate of exchange at the
reporting date. The results and cash flows of overseas subsidiaries
are translated to Sterling using the average rates of exchange
during the period. Exchange adjustments arising from retranslation
of the opening net investment and the results for the period to the
period end rate are accounted for in the translation reserve in the
Statement of Comprehensive Income. On divestment, these exchange
differences are reclassified from the translation reserve to the
income statement.
1.22 Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of equity shares.
-- "Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue.
-- "Merger reserve" represents the equity balance arising on the
merger of Matchtech Engineering and Matchmaker Personnel and,
previously, to record the excess fair value above the nominal value
of the share consideration on the acquisition of Networkers
International plc, less any amounts realised and reclassified to
distributable reserves. During the year to 31 July 2022, the
realised merger reserve created in 2015 in Gattaca plc under
section 612 of the Companies Act 2006, relating to the acquisition
of Networkers plc, was transferred to retained earnings to present
all distributable reserves in one place. The balance retained in
the Group's merger reserve relates to the merger of Matchtech
Engineering and Matchmaker Personnel.
-- "Share-based payment reserve" represents equity-settled
share-based employee remuneration until such share options are
exercised or lapse.
-- "Translation reserve" represents the foreign currency
differences arising on translating foreign operations into the
presentational currency of the Group.
-- "Treasury shares reserve" represents Company shares purchased
directly by the Group to satisfy obligations under the employee
share plan.
-- "Retained earnings" represents retained profits.
1.23 Critical accounting judgements and key sources of
estimation uncertainty
Critical accounting judgements
The Directors are of the opinion there are no critical
accounting judgements.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources
of estimation uncertainty at the Statement of Financial Position
date that carry a risk of causing a material adjustment within the
next 12 months are discussed below:
ECL provisions in respect of trade receivables
The Group's policy for default risk over receivables is based on
the ongoing evaluation of the credit risk of its trade receivables.
Estimation is used in assessing the ultimate realisation of these
receivables, including reviewing the potential likelihood of
default, the past collection history of each customer, any
insurance coverage in place and the current economic conditions. As
a result, expected credit loss provisions for impairment of trade
receivables have been recognised, as discussed in Note 16.
Valuation of investments
The Parent Company's investments in subsidiary undertakings are
tested for impairment at the reporting date if events arise that
indicate an impairment may be triggered. This requires an estimate
to be made of the recoverable amount of the investments, including
forecasting future cash flows of the asset and forming assumptions
over the discount rate and long-term growth rate applied. More
detail of the assumptions used can be found in Note 14.
1.24 Prior period restatement
Whilst reviewing the Group's revenue cut-off policy during the
FY23 year-end, management identified a revenue cut-off error
affecting the prior financial year. Data relating to late timesheet
approvals and permanent placements was, due to human error,
incorrectly extracted during the FY22 year end close process from
the Group's ERP system. This resulted in an immaterial
understatement in the FY22 Income Statement of Net Fee Income
(NFI), the primary trading KPI for the Group, of GBP204,000.
However, whilst the net impact of this error on the FY22 reported
profits and net assets is considered immaterial to those accounts
as a whole, this net understatement was comprised of a material
understatement of FY22 reported revenue in the Income Statement,
and accrued income in the Statement of Financial Position, of
GBP1,668,000, and of an understatement of associated costs of sales
in the Income Statement, and contractor wages liabilities in the
Statement of Financial Position, of GBP1,464,000 for the same
period. The Group's financial position at 31 July 2022, and the
results and cash flows for the year then ended, have been restated
for correction of this error. The Parent Company's results and
financial position as reported are unaffected.
Identification of this error led management to reassess how
accrued revenue and accrued cost balances have been calculated at
each period end. The Group's upgraded ERP system, implemented
during FY21 allowed for a more accurate assessment of the Group's
revenue and contractor cost cut-off position. On this basis,
management concluded that it would have been appropriate to have
extended the cut-off period for late receipt of approved
timesheets. This has resulted in an adjustment to FY22 opening
reserves and FY22 revenue, cost of sales, accrued income and
contractor wages payable as quantified below.
In line with the treatment prescribed in IAS 8 and IAS 1, this
change has been applied retrospectively, restating the Group's
opening reserves at 1 August 2021, its financial position as at 31
July 2022, and the results and cash flows of the Group for the year
then ended. The impact of the change as at 1 August 2021 is to
increase Group net assets and retained earnings by GBP404,000,
increase accrued income (trade and other receivables) by
GBP2,951,000 and increase contractor wages payable (trade and other
payables) by GBP2,547,000.
The combined impact of these changes is detailed below:
Condensed Consolidated Income Statement
For the year ended 31 July 2022
Adjustment due
Extension of cut-off to incorrect FY22 cut-off
As previously reported assessment period data As restated
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 403,346 (1,141) 1,668 403,873
Cost of sales (359,206) 998 (1,464) (359,672)
Gross profit 44,140 (143) 204 44,201
Loss before taxation from
continuing operations (4,787) (143) 204 (4,726)
Taxation 460 22 (31) 451
Loss after taxation from
continuing operations (4,327) (121) 173 (4,275)
Loss for the year (4,673) (121) 173 (4,621)
Condensed Consolidated Statement of Changes in Equity
Adjustment
Extension due
of cut-off to incorrect
As previously assessment FY22 cut-off
reported period data As restated
GBP'000 GBP'000 GBP'000 GBP'000
Total equity at 1
August 2021 35,107 404 - 35,511
Loss for the period (4,673) (121) 173 (4,621)
Balance at 31 July
2022 29,997 283 173 30,453
Condensed Consolidated Statement of Financial Position
Adjustment
As previously Extension due
reported as of cut-off to incorrect As restated
at 31 July assessment FY22 cut-off as at 31 July
2022 period data 2022
GBP'000 GBP'000 GBP'000 GBP'000
Non-current assets
Deferred tax assets 604 22 (31) 595
Total non-current
assets 7,100 22 (31) 7,091
Current assets
Trade and other receivables 54,767 1,810 1,668 58,245
Total current assets 73,798 1,810 1,668 77,276
Total assets 80,898 1,832 1,637 84,367
Current liabilities
Trade and other payables (43,406) (1,549) (1,464) (46,419)
Total current liabilities (47,869) (1,549) (1,464) (50,882)
Total liabilities (50,901) (1,549) (1,464) (53,914)
Net assets 29,997 283 173 30,453
Equity
Retained earnings 19,404 283 173 19,860
Total equity 29,997 283 173 30,453
2 Segmental Information
An operating segment, as defined by IFRS 8 'Operating segments',
is a component of the Group that engages in business activities
from which it may earn revenues and incur expenses.
The Gattaca plc group defines its operating segments by
reference to the sectors in which it operates. Segmentation of the
Group's activities by sector is consistent with the segmentation of
information provided internally to the chief operating decision
maker, being the Board of Directors of Gattaca plc.
Reportable segments are identified by reference to quantitative
and qualitative thresholds prescribed in IFRS 8. There were no
operating segments that met the criteria for aggregation with other
operating segments.
Year ended 31 July 2023
Non-recurring
items
Technology, and
Media Continuing amortisation
All amounts and Gattaca underlying of acquired Total
in GBP'000 Mobility Energy Defence Telecoms Infrastructure Projects International(2) Other operations intangibles Discontinued Group
Revenue 40,387 40,605 80,652 27,660 148,843 5,512 6,543 34,972 385,174 - - 385,174
Gross
profit 4,536 4,119 8,003 2,569 14,094 2,091 2,165 5,824 43,401 - - 43,401
Operating
contribution 2,227 2,624 4,768 580 5,776 1,364 (994) 1,580 17,925 - - 17,925
Depreciation,
impairment,
and
amortisation (155) (155) (309) (106) (570) (21) (25) (134) (1,475) (68) - (1,543)
Central
overheads (1,588) (685) (2,018) (1,160) (4,473) (346) (1,424) (2,429) (14,123) 175 (186) (14,134)
Profit/(loss)
from operations 484 1,784 2,441 (686) 733 997 (2,443) (983) 2,327 107 (186) 2,248
Finance
income/(costs),
net 241 80 (333) (12)
Profit/(loss)
before
tax 2,568 187 (519) 2,236
Year ended 31 July 2022 restated(1)
Non-recurring
items
Technology, and
Media Restated(3) Continuing amortisation
All amounts and Gattaca Restated(3) underlying of acquired Total
in GBP'000 Mobility Energy Defence Telecoms Infrastructure Projects International(2) Other operations intangibles Discontinued Group
Revenue 47,828 40,832 69,902 41,714 140,607 5,324 7,979 49,687 403,873 - 781 404,654
Gross
profit 4,577 3,889 6,729 4,252 13,580 1,315 2,783 7,076 44,201 - 238 44,439
Operating
contribution
restated(4) 2,157 2,180 3,287 1,844 5,653 727 (577) 1,838 17,109 - (440) 16,669
Depreciation,
impairment,
and
amortisation
restated(4) (262) (223) (383) (228) (769) (29) (44) (272) (2,210) (5,051) (31) (7,292)
Central
overheads (1,128) (774) (2,753) (992) (4,418) (329) (1,609) (2,330) (14,333) (558) (100) (14,991)
Profit/(loss)
from operations 767 1,183 151 624 466 369 (2,230) (764) 566 (5,609) (571) (5,614)
Finance
(costs)/income,
net (249) 566 218 535
Profit/(loss)
before
tax 317 (5,043) (353) (5,079)
A segmental analysis of total assets has not been included as
this information is not used by the Board; the majority of assets
are centrally held and are not allocated across the reportable
segments.
(1) FY22 results have been restated as explained further in Note 1.24.
(2) International segment revenue and gross profit is generated
from the location of the commission-earning sales consultant, as
opposed to the domicile of the respective subsidiary by which they
are employed.
(3) The Gattaca Projects operating segment met the quantitative
thresholds to be reported separately for the first time in the year
ended 31 July 2023. In line with the requirements of IFRS 8, the
comparative period has been restated to present the Gattaca
Projects segment separately from the "Other" segment in which it
had previously been presented.
(4) Operating contribution and depreciation, impairment and
amortisation has been restated for the year ended 31 July 2022 to
present depreciation of right-of-use assets in the depreciation
line.
Geographical information
Total Group revenue Non-current assets
Restated(1) Restated(1)
All amounts in GBP'000 2023 2022 2023 2022
UK 375,436 391,359 5,173 6,717
Rest of Europe 775 691 2 1
Middle East and Africa - 781 24 59
Americas 8,963 11,823 100 314
Total 385,174 404,654 5,299 7,091
(1) FY22 results have been restated as explained further in Note 1.24.
Revenue and non-current assets are allocated to the geographical
market based on the domicile of the respective subsidiary.
3 Revenue from Contracts with Customers
Revenue from contracts with customers is disaggregated by major
service line and operating segment, as well as timing of revenue
recognition as follows:
Major service lines - continuing underlying operations
Technology,
Media Continuing
and Gattaca underlying
Mobility Energy Defence Telecoms Infrastructure Projects International Other operations
2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Temporary
placements 38,426 40,155 77,916 26,660 146,584 2,572 5,353 31,896 369,562
Permanent
placements 1,771 268 2,427 778 1,978 - 1,190 3,037 11,449
Other 190 182 309 222 281 2,940 - 39 4,163
Total 40,387 40,605 80,652 27,660 148,843 5,512 6,543 34,972 385,174
Technology,
Media Restated(2) Continuing
and Gattaca Restated(2) underlying
2022 Mobility Energy Defence Telecoms Infrastructure Projects International Other operations
restated(1) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Temporary
placements 46,302 40,657 67,729 40,539 138,184 2,821 5,871 45,969 388,072
Permanent
placements 1,492 166 1,923 1,123 2,391 - 2,108 3,662 12,865
Other 34 9 250 52 32 2,503 - 56 2,936
Total 47,828 40,832 69,902 41,714 140,607 5,324 7,979 49,687 403,873
(1) FY22 results have been restated as explained further in Note 1.24.
(2) The Gattaca Projects operating segment met the quantitative
thresholds to be reported separately for the first time in the year
ended 31 July 2023. In line with the requirements of IFRS 8, the
comparative period has been restated to present the Gattaca
Projects segment separately from the "Other" segment in which it
had previously been presented.
Timing of revenue recognition - continuing operations
Technology,
Media Continuing
and Gattaca underlying
Mobility Energy Defence Telecoms Infrastructure Projects International Other operations
2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Point in
time 40,387 40,605 80,652 27,660 148,843 2,572 6,543 34,972 382,234
Over time - - - - - 2,940 - - 2,940
Total 40,387 40,605 80,652 27,660 148,843 5,512 6,543 34,972 385,174
Technology,
Media Restated(2) Continuing
and Gattaca Restated(2) underlying
2022 Mobility Energy Defence Telecoms Infrastructure Projects International Other operations
restated(1) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Point in
time 47,828 40,832 69,902 41,714 140,607 2,821 7,979 49,687 401,370
Over time - - - - - 2,503 - - 2,503
Total 47,828 40,832 69,902 41,714 140,607 5,324 7,979 49,687 403,873
No single customer contributed more than 10% of the Group's
revenues (2022: none). Revenue recognised over time is recognised
based on costs incurred to date as a proportion of total forecast
costs.
The Group has determined that its contract assets from contracts
with customers are trade receivables and accrued income, and its
contract liabilities are deferred income, which are set out
below:
Restated(1)
31 July 2023 31 July 2022
GBP'000 GBP'000
Trade receivables (Note 16) 31,905 36,367
Accrued income (Note 16) 15,309 18,805
Deferred income (129) (330)
Accrued income relates to the Group's right to consideration for
temporary and permanent placements made but not billed by the year
end. These transfer to trade receivables once billing occurs. All
accrued income at a given reporting date is billed within the
following financial year and is classified in current assets.
Deferred income at a given reporting date is recognised as revenue
in the following financial year once performance obligations are
satisfied and is classified in current liabilities.
(1) FY22 results have been restated as explained further in Note 1.24.
(2) The Gattaca Projects operating segment met the quantitative
thresholds to be reported separately for the first time in the year
ended 31 July 2023. In line with the requirements of IFRS 8, the
comparative period has been restated to present the Gattaca
Projects segment separately from the "Other" segment in which it
had previously been presented.
4 Profit from Total Operations
2023 2022
GBP'000 GBP'000
Profit from total operations is stated after charging/(crediting):
Depreciation of property, plant and equipment (Note 13) 489 570
Depreciation of right-of-use leased assets (Note 21) 952 1,552
Amortisation of acquired intangibles (Note 12) 68 420
Amortisation of software and software licences (Note 12) 34 88
Impairment of goodwill and acquired intangibles (Note 12) - 3,780
Impairment of right-of-use leased assets (Note 21) - 852
Release of sales ledger credits(1) (538) (6)
Gain on reassessment of lease term(2) (672) -
Net impairment release on trade receivables
and accrued income (Note 16) (334) (295)
Loss on disposal of property, plant and equipment 17 33
Loss on disposal of software and software licences 8 12
Plant and machinery rental expenses for leases out-of-scope of IFRS 16 59 17
Non-recourse working capital facility bank charges 515 323
Share-based payment (credits)/charges(3) (Note 22) (64) 114
(1) The Group holds unclaimed aged sales ledger credits on the
balance sheet that arise in the course of normal trading operations
due to the high volume of timesheet invoices and customer receipts.
Releases of unclaimed sales ledger credits to the Income Statement
are made in accordance with the Group's accounting policy,
discussed further in Note 1.17.
(2) The profit on reassessment of lease term resulted from the
exercise of a break clause on a property that was fully impaired in
the prior year, as discussed further in Note 21, and is presented
in non-underlying items.
(3) The share-based payment credit in the current year arises
from the reversal of charges accrued in prior years as a result of
a change in expectation of vesting outcomes of LTIP share
options.
The aggregate auditors' remuneration was as follows:
2023 2022
GBP'000 GBP'000
Fees payable for the audit of the Parent Company financial statements 12 11
Fees payable for the audit of the Group's financial statements 367 345
Total auditors' remuneration 379 356
The auditors do not provide any non-audit services.
Non-underlying items included within administrative expenses
were as follows:
2023 2022
Continuing operations GBP'000 GBP'000
Restructuring costs(1) 249 405
Net (income)/costs associated with exiting
properties(2) (614) 153
Write down of acquired working capital balances(3) 190 -
Impairment of goodwill, acquired intangibles
and right-of-use leased assets(4) - 4,632
Non-underlying items included in profit from
continuing operations (175) 5,190
2023 2022
Discontinued operations GBP'000 GBP'000
Advisory fees(5) 2 33
Costs relating to discontinuation of
group undertakings(6) 184 5
Costs associated with properties previously
exited - 57
Non-underlying items included in loss from
discontinued operations 186 95
Total non-underlying items 11 5,285
(1) Restructuring costs of GBP249,000 (2022: GBP405,000) were
recognised in 2023 as a result of personnel re-organisations and
changes in the Board and Senior Leadership Team.
(2) Net gains of GBP614,000 (2022: net costs of GBP153,000) have
been recognised in relation to the exit of a number of UK office
buildings that are no longer in use by the business. The gain in
2023 includes a GBP672,000 credit associated with the exercise of a
break clause for an office that was fully impaired in the prior
year, as discussed in more detail in Note 21.
(3) Write down of unsupportable and uncollectable working
capital balances in subsidiaries acquired during previous years'
business combinations.
(4) Impairment losses were recognised in 2022 with respect to
the "Infrastructure - RSL Rail" CGU, as discussed in further detail
in Note 12.
(5) Legal fees incurred relating to the Group's co-operation
with certain voluntary enquiries from the US Department of Justice,
as discussed in further detail in Note 27.
(6) Ongoing costs relating to closure of entities affected by
the cessation of the contract Telecoms Infrastructure business in
2018 as well as the ongoing closure costs of the Group's operations
in Russia, Mexico and Germany, including the write off of certain
working capital balances.
5 Particulars of Employees
The monthly average number of staff employed by the Group,
including executive directors, during the financial year amounted
to:
2023 2022
Total operations No. No.
Sales 347 381
Administration 148 146
Directors 7 7
Total 502 534
UK employees are directly contracted with the ultimate parent
company, Gattaca plc, and staff costs are paid by the Matchtech
Group (UK) Limited, then recharged to fellow UK subsidiaries.
The aggregate payroll costs of the above were:
2023 2022
Total operations GBP'000 GBP'000
Wages and salaries 24,877 26,215
Social security costs 2,978 3,166
Other pension costs 915 911
Share-based payments (Note 22)(1) (64) 114
Total 28,706 30,406
(1) The share-based payments credit in the current year arises
from the reversal of costs accrued in prior years as a result of a
change in expectation of vesting outcomes of LTIP share
options.
Amounts due to defined contribution pension providers at 31 July
2023 were GBP158,000 (2022: GBP149,000).
The Group's key management personnel are defined as the Board
and Senior Leadership Team. Disclosure of the remuneration of
Group's key management personnel, as required by IAS 24, is
detailed below:
2023 2022
Key management personnel remuneration GBP'000 GBP'000
Short-term employee benefits 1,739 2,009
Contributions to defined contribution
pension schemes 77 133
Share-based payments (5) 34
Total 1,811 2,176
6 Finance Income
2023 2022
Continuing operations GBP'000 GBP'000
Interest income 328 4
Net gains on foreign currency translation 80 566
Total 408 570
7 Finance Costs
2023 2022
Continuing operations GBP'000 GBP'000
Bank interest expense 19 138
Interest expense on lease liabilities 68 115
Total 87 253
8 Parent Company (Loss)/Profit
2023 2022
GBP'000 GBP'000
The amount of (loss)/profit generated
by the Parent Company was: (588) 296
9 Taxation
Restated(1)
Continuing Discontinued Continuing Discontinued
2023 2023 2022 2022
Analysis of charge in the year GBP'000 GBP'000 GBP'000 GBP'000
Current tax:
UK corporation tax 641 - (654) (33)
Overseas corporation tax (1) 3 26 26
Adjustments in respect of prior years 5 - (138) -
645 3 (766) (7)
Deferred tax (Note 15):
Origination and reversal of temporary differences 421 - 454 -
Adjustments in respect of prior years (46) - (56) -
Changes in tax rate (16) - (83) -
359 - 315 -
Income tax charge/(credit) for the year 1,004 3 (451) (7)
UK corporation tax has been charged at 21% (2022: 19%).
The charge for the year can be reconciled to the profit/(loss)
as per the Income Statement as follows:
Restated(1)
Continuing Discontinued Continuing Discontinued
2023 2023 2022 2022
GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) before tax 2,755 (519) (4,726) (353)
Profit/(loss) before tax multiplied by the standard rate of
corporation tax in the UK of 21%
(2022: 19%) 579 (109) (898) (67)
Expenses not deductible for tax purposes 145 112 15 (11)
Income not taxable (182) - - -
Effect of goodwill impairment loss - - 502 -
Effect of share-based payments (1) - 60 -
Irrecoverable withholding tax 2 - 3 -
Overseas losses not recognised as deferred tax assets 563 - 152 47
Difference between UK and overseas tax rates (45) - (8) 24
Adjustment to tax charge in respect of prior years (41) - (194) -
Changes in tax rate (16) - (83) -
Total taxation charge/(credit) for the year 1,004 3 (451) (7)
Tax charge recognised in equity:
2023 2022
GBP'000 GBP'000
Deferred tax (credit)/charge recognised
directly in equity (126) 60
Total tax (credit)/charge recognised
directly in equity (126) 60
Reconciliation of statutory continuing tax charge to continuing
underlying tax charge:
Restated(1)
2023 2022
GBP'000 GBP'000
Income tax expense 1,004 (451)
Impairment and amortisation of goodwill,
acquired intangibles and leased right-of-use
assets - 517
Non-underlying items 75 106
Foreign currency exchanges differences 17 (9)
Underlying income tax expense 1,096 163
(1) FY22 results have been restated as explained further in Note 1.24.
Future tax rate changes
The main UK corporation tax rate of 19% increased to 25% from 1
April 2023. Deferred tax has been valued based on the substantively
enacted rates at each balance sheet date at which the deferred tax
is expected to reverse.
10 Discontinued Operations
Losses from discontinued operations during the current and prior
year include closure costs in connection with the closed operations
in Germany, Malaysia, Singapore, Qatar, Mexico and South Africa. In
addition, discontinued operations in 2022 also included trading
results from the Group's South African recruitment operations up
until its sale as part of a management buy-out in December 2021 and
the net loss on disposal of the business.
Financial performance and cash flow information
2023 2022
GBP'000 GBP'000
Revenue - 781
Cost of sales - (543)
Gross profit - 238
Administrative expenses(1) (186) (809)
Loss from operations (186) (571)
Finance income - -
Finance costs - -
Exchange (loss)/gain (333) 218
Loss before taxation (519) (353)
Taxation (3) 7
Loss for the year after taxation from
discontinued operations (522) (346)
Exchange differences on translation
of discontinued operations (200) (231)
Total comprehensive loss from discontinued
operations (722) (577)
2023 2022
GBP'000 GBP'000
Net cash outflow from operating activities (281) (650)
Net cash outflow from investing activities - -
Net cash outflow from financing activities - (92)
Effect of exchange rates on cash and
cash equivalents - -
Net cash used by discontinued operations (281) (742)
(1) Included in administrative expenses are GBP186,000 (2022:
GBP95,000) of non-underlying items, as detailed in Note 4.
11 Earnings Per Share
Earnings per share (EPS) has been calculated by dividing the
consolidated profit or loss after taxation attributable to ordinary
shareholders by the weighted average number of ordinary shares in
issue during the period.
Diluted earnings per share has been calculated on the same basis
as above, except that the weighted average number of ordinary
shares that would be issued on the conversion of all the dilutive
potential ordinary shares into ordinary shares has been added to
the denominator. The Group's potential ordinary shares, being the
Long Term Incentive Plan Options, are deemed outstanding and
included in the dilution assessment when, at the reporting date,
they would be issuable had the performance period ended at that
date.
The effect of potential ordinary shares are reflected in diluted
EPS only when they are dilutive. Potential ordinary shares are
considered to be dilutive when the monetary value of the
subscription rights attached to the outstanding share options is
less than the average market share price of the Company's shares
during the period. Furthermore, potential ordinary shares are only
considered dilutive when their inclusion in the calculation would
decrease earnings per share, or increase loss per share, in
accordance with IAS 33. There are no changes to the profit
numerator as a result of the dilution calculation.
The earnings per share information has been calculated as
follows:
Restated(1)
2023 2022
GBP'000 GBP'000
Total profit/(loss) attributable to
ordinary shareholders 1,229 (4,621)
2023 2022
Number of shares '000 '000
Basic weighted average number of ordinary
shares in issue 32,196 32,290
Dilutive potential ordinary
shares 487 210
Diluted weighted average number of
shares 32,683 32,500
Restated(1)
2023 2022
Total earnings per share pence pence
Earnings/(loss) per ordinary
share Basic 3.8 (14.3)
Diluted 3.8 (14.3)
Restated(1)
2023 2022
Earnings from continuing operations GBP'000 GBP'000
Total profit/(loss) for the year 1,751 (4,275)
Restated(1)
2023 2022
Total earnings per share for continuing
operations pence pence
Earnings/(loss) per ordinary
share
from continuing operations Basic 5.4 (13.2)
Diluted 5.4 (13.2)
2023 2022
Earnings from discontinued operations GBP'000 GBP'000
Total loss for the year (522) (346)
Total earnings per share 2023 2022
for discontinued operations pence pence
Loss per ordinary share
from
discontinuing operations Basic (1.6) (1.1)
Diluted (1.6) (1.1)
Restated(1)
2023 2022
Earnings from continuing underlying
operations GBP'000 GBP'000
Total profit for the year 1,472 154
Restated(1)
2023 2022
Total earnings per share from continuing
underlying operations pence pence
Earnings per ordinary share
from
continuing underlying operations Basic 4.6 0.5
Diluted 4.5 0.5
(1) FY22 results have been restated as explained further in Note 1.24
12 Goodwill and Intangible Assets
Software and
Customer software
Goodwill relationships Trade names licences Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost At 1 August 2021 28,739 22,245 5,346 2,602 3,809 62,741
Additions - - - 29 - 29
Disposals - - - (70) - (70)
At 31 July 2022 28,739 22,245 5,346 2,561 3,809 62,700
Disposals(1) - - - (1,956) - (1,956)
At 31 July 2023 28,739 22,245 5,346 605 3,809 60,744
Amortisation and
impairment At 1 August 2021 24,382 20,862 5,102 2,354 3,698 56,398
Amortisation for the period - 269 43 88 108 508
Impairment 2,645 946 189 - - 3,780
Released on disposal - - - (58) - (58)
At 31 July 2022 27,027 22,077 5,334 2,384 3,806 60,628
Amortisation for the period - 62 3 34 3 102
Released on disposal(1) - - - (1,948) - (1,948)
At 31 July 2023 27,027 22,139 5,337 470 3,809 58,782
Net book value At 31 July 2022 1,712 168 12 177 3 2,072
At 31 July 2023 1,712 106 9 135 - 1,962
(1) Assets in relation to legacy systems no longer in use with a
cost of GBP1,956,000 and net book value of GBPnil were disposed in
the year.
The carrying amount of goodwill allocated to Cash Generating
Units (CGUs) is as follows:
2023 2022
GBP'000 GBP'000
Energy 1,712 1,712
Total 1,712 1,712
Goodwill and acquired intangibles within the Energy CGU relate
to the Networkers acquisition.
Impairment testing
Goodwill and intangible assets are reviewed and tested for
impairment on an annual basis or more frequently to determine if
there is an indication of impairment.
If any indication of impairment exists, then the recoverable
amount of the CGU, including goodwill, intangible assets and
right-of-use assets, is determined as the higher of its value in
use or fair value less costs to sell.
As a result of the impairment testing completed, no impairments
have been recorded in either 2023 or 2022 in relation to the Energy
CGU. In 2022, impairment charges of GBP3,780,000 were recorded to
fully impair the goodwill, acquired intangibles and right-of-use
assets associated with the "Infrastructure - RSL Rail" CGU due to
the ongoing challenges of the UK rail industry combined with the
sustained post-pandemic loss of a substantial number of legacy
temporary workers with some of the UK rail industry's core
customers, management undertook a substantial review of the
long-term expectations of the sector and reduced the long-term
growth forecasts further in FY22 resulting in a material reduction
to the VIU terminal value which could not sustain the CGU's asset
base.
Amounts recognised in the Income Statement with respect to
impairment of acquired intangible assets:
Intangible Intangible
Goodwill assets Total Goodwill assets Total
2023 2023 2023 2022 2022 2022
Impairment expenses GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Infrastructure
-
RSL Rail - - - 2,645 1,135 3,780
Total - - - 2,645 1,135 3,780
The key assumptions and estimates used when calculating a CGU's
value-in-use, are as follows:
Cash flows from operations
Discounted cash flows from operations have been prepared based
on the Group's Board-approved three-year business plan, starting
with the FY24 budget and applying overarching NFI and cost growth
rates in FY27 and FY28. The Group prepares cash flow forecasts
adjusted for allocations of group overhead costs, and extrapolates
cash flows into perpetuity based on long-term growth rates. The
Group's working capital requirement, assessed at 2.2% of revenue
for FY23, is expected to increase proportionally with revenue
growth.
Discount rates
The pre-tax rate used to discount the forecast cash flows was
18.7% (2022: a range from 13.9% to 14.4%) reflecting the Group's
weighted average cost of capital, adjusted for specific risks
associated with the asset's estimated cash flows. The nominal
discount rate is based on the weighted average cost of capital
(WACC). The risk-free rate, based on UK Government bond rates, is
adjusted for equity and industry risk premiums, reflecting the
increased risk compared to an investor who is investing the market
as a whole. Net present values are calculated using pre-tax
discount rates derived from the Group's post-tax WACC of 14.1%
(2022: 13.8%) for all CGUs assessed.
Growth rates
The medium-term growth rates are based on management forecasts,
reflecting past experience and economic environment. Long-term
growth rates are based on external sources of an average estimated
growth rate of 2.0% (2022: 2.0%), using a weighted average of
operating country real growth expectations.
13 Property, Plant and Equipment
Fixtures, fittings &
Leasehold improvements equipment Total
Group GBP'000 GBP'000 GBP'000
Cost At 1 August 2021 3,001 4,948 7,949
Additions - 370 370
Disposals (41) (586) (627)
Effects of movements in exchange rates 26 10 36
At 31 July 2022 2,986 4,742 7,728
Additions 61 117 178
Disposals (800) (3,790) (4,590)
Effects of movements in exchange rates (7) (16) (23)
At 31 July 2023 2,240 1,053 3,293
Depreciation and impairment At 1 August 2021 1,879 4,492 6,371
Charge for the year - 570 570
Released on disposal (41) (553) (594)
Effects of movements in exchange rates 18 4 22
At 31 July 2022 1,856 4,513 6,369
Recategorisation of accumulated depreciation 207 (207) -
Charge for the year 290 199 489
Released on disposal (800) (3,773) (4,573)
Effects of movements in exchange rates (6) (10) (16)
At 31 July 2023 1,547 722 2,269
Net book value At 31 July 2022 1,130 229 1,359
At 31 July 2023 693 331 1,024
During the year, management have rationalised the Group's
property, plant and equipment registers and have recorded disposals
of assets that are fully depreciated and are no longer in use by
the business.
There were no capital commitments as at 31 July 2023 or 31 July
2022.
14 Investments in Subsidiary Undertakings
Company
2023 2022
Cost and carrying value: GBP'000 GBP'000
Balance at 1 August 38,608 38,463
Capital contributions to subsidiaries/(reversal
of capital contributions) (58) 145
Balance at 31 July 38,550 38,608
The movement in investments in the parent Company represents
capital contributions made relating to share-based payments.
Impairment testing
The Directors have assessed that the carrying amount of
investments exceeding the Group's market capitalisation at the
year-end, and the Group's financial performance, in terms of NFI,
falling below its budget for the year ended 31 July 2023, to be
indicators of impairment of the Parent Company's investments in
subsidiary undertakings and as a result have performed an
impairment review in accordance with IAS 36.
The recoverable amount of investments in subsidiaries has been
determined based on value-in-use calculations, which require the
use of estimates. Discounted cash flows from operations have been
prepared based on the Group's Board-approved 3 year business plan,
starting with the FY24 budget and applying over-arching NFI and
cost growth rates in FY27 and FY28. A pre-tax discount rate of
18.7% has been used, reflecting the Group's post-tax weighted
average cost of capital, adjusted for specific risks associated
with the asset's estimated cash flows. Medium-term growth rates
modelled are based on management forecasts, reflecting past
experience and the economic environment. Long-term growth rates,
based on external sources of information, are an average estimated
growth rate of 2.0%. The Group's working capital requirement,
assessed at 2.2% of revenue for FY23, is expected to increase
proportionately with revenue growth.
At 31 July 2023, the recoverable amount of investments was
GBP46,233,000, an excess of GBP7,683,000 above the carrying amount.
The Directors have therefore concluded that the Parent Company's
investment in subsidiary undertakings is not impaired.
The Directors have considered and assessed reasonably possible
changes in the key assumptions and have performed sensitivity
analysis on the estimates of recoverable amount. The following
changes, when considered individually or in aggregate, do not
result in a material impairment of the Parent Company's investments
in subsidiary undertakings:
-- 100 basis points increase in the pre-tax discount rate;
-- 200 basis points increase in the Group's working capital
requirement, from 2.2% to 4.2% of revenue;
-- 30% reduction in medium-term (FY27 to FY28) NFI growth rates,
with no corresponding costs reduction.
The Directors do not consider that these changes would have a
consequential effect on other key assumptions.
Details of the Group's subsidiary undertakings are provided in
Note 30.
15 Deferred Tax
Credited/ Credited/
(charged) (charged) Foreign
2023 Asset Liability Net to profit to equity exchange
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Share-based payments 172 - 172 3 126 -
Accelerated capital allowances 126 (92) 34 16 - -
Acquired intangibles 17 (23) (6) 12 - -
Tax losses - - - (418) - -
Other temporary and deductible
differences 139 - 139 28 - 2
Gross deferred tax assets/(liabilities) 454 (115) 339 (359) 126 2
Amounts available for offset (14) 14 -
Net deferred tax assets/(liabilities) 440 (101) 339
Credited/
(charged) Credited Foreign
2022 restated(1) Asset Liability Net to profit to equity Disposal of subsidiaries exchange
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Share-based payments 43 - 43 (41) (60) - -
Accelerated capital
allowances 22 (4) 18 53 - - -
Internally generated
intangibles - - - (1,050) - - -
Acquired intangibles - (18) (18) 351 - - -
Tax losses 418 - 418 418 - - -
Other temporary and
deductible differences 109 - 109 (46) - (16) (5)
Gross deferred tax
assets/(liabilities) 592 (22) 570 (315) (60) (16) (5)
Amounts available for
offset 3 (3) -
Net deferred tax
assets/(liabilities) 595 (25) 570
The movement on the net deferred tax is shown below:
Group
Restated(1)
2023 2022
GBP'000 GBP'000
At 1 August 570 957
Recognised in income (Note 9) (359) (315)
Recognised in equity 126 (60)
Disposal of subsidiaries - (16)
Foreign exchange 2 (5)
Reclassification to assets held for
sale - 9
At end of year 339 570
Restated(1)
2023 2022
GBP'000 GBP'000
Deferred tax assets reversing within
1 year 188 463
Deferred tax liabilities reversing within
1 year (90) (18)
At end of year 98 445
2023 2022
GBP'000 GBP'000
Deferred tax assets reversing after
1 year 252 132
Deferred tax liabilities reversing after
1 year (11) (7)
At end of year 241 125
Deferred tax has been valued based on the substantively enacted
rates at each reporting date at which the deferred tax is expected
to reverse.
(1) FY22 results have been restated as explained further in Note 1.24
Unrecognised deferred tax assets
Group
Restated(1)
2023 2022
GBP'000 GBP'000
Tax losses carried forward against profits
of future years 2,347 2,396
Net deferred tax assets 2,347 2,396
Of the unused tax losses GBP5,465,000 (2022 restated:
GBP5,595,000) can be carried forward indefinitely, GBP887,000
(2022: GBP1,257,000) expires within 10 years and GBP3,763,000
(2022: GBP3,649,000) expires within 20 years. GBP139,000 (2022
restated: GBP133,000) of the unused tax losses carried forward
indefinitely relate to unrecognised capital losses which may be
offset against future chargeable (capital) gains only.
No deferred tax is recognised on unremitted earnings of overseas
subsidiaries as the Group is in a position to control the timing of
the reversal of temporary differences and it is probable that such
differences will not reverse in the foreseeable future. The
temporary differences associated with the investments in
subsidiaries for which a deferred tax liability has not been
recognised aggregate to GBP902,000 (2022: GBP2,345,000). If the
earnings were remitted, tax of GBPnil (2022: GBP2,000) would be
payable.
(1) FY22 results have been restated as explained further in Note 1.24
16 Trade and Other Receivables
Group Company
Restated(1)
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Trade receivables from
contracts with customers,
net of loss allowance 31,905 36,367 - -
Amounts owed by group
undertakings - - 1,357 2,757
Other receivables(2) 3,809 1,701 - -
Prepayments 1,145 1,372 - -
Accrued income 15,309 18,805 - -
Total 52,168 58,245 1,357 2,757
(1) FY22 results have been restated as explained further in Note 1.24
(2) Other receivables includes retentions of GBP2,838,000 (2022:
GBP1,181,000) on trade receivable balances assigned to HSBC under
the non-recourse invoice factoring facility, discussed further in
Note 19.
The Directors consider that the carrying amount of trade and
other receivables approximates to their fair value.
Amounts owed to the Company by group undertakings includes an
intercompany loan receivable totalling GBP1,350,000, upon which
interest is charged at a variable rate of 3-month GBP LIBOR plus
2.5%. Amounts owed by group undertakings are unsecured, repayable
on demand and accrue no interest, with the exception of the loan
receivable noted above, and are considered to approximate fair
value.
Accrued income relates to the Group's right to consideration for
temporary and permanent placements made but not billed at the year
end. These transfer to trade receivables once billing occurs.
Impairment of trade receivables from contracts with
customers
Group
2023 2022
GBP'000 GBP'000
Trade receivables from contracts with customers,
gross amounts 33,538 38,444
Loss allowance (1,633) (2,077)
Trade receivables from contracts with customers,
net of loss allowance 31,905 36,367
Trade receivables are amounts due from customers for services
performed in the ordinary course of business. They are generally
settled within 30-60 days and are therefore all classified as
current.
The Group uses a third party credit scoring system to assess the
creditworthiness of potential new customers before accepting them.
Credit limits are defined by customer based on this information.
All customer accounts are subject to review on a regular basis by
senior management and actions are taken to address debt ageing
issues.
Trade receivables are subject to the expected credit loss model.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss
allowance for all trade receivables.
To measure the expected credit losses, trade receivables have
been grouped based on shared credit risk characteristics by
geographical region or customer industry.
The expected loss rates are based on the payment profiles of
sales over a period of 36 months before the relevant period end and
the corresponding historical credit losses experienced within this
period. The historic loss rates are adjusted to reflect any
relevant current and forward-looking information expected to affect
the ability of customers to settle the receivables. Additionally,
external economic forecasts and scenario analysis has been taken
into account along with other macroeconomic factors when assessing
the credit risk profiles for specific industries and
geographies.
The loss allowance for trade receivables can be analysed as:
More than More than More than
30 days 60 days 90 days
31 July 2023 Current past past past Total
Weighted expected
loss rate (%) 3.6% 3.7% 15.4% 69.5%
Gross carrying amount
-
trade receivables
(GBP'000) 31,973 903 13 649 33,538
Loss allowance (GBP'000) 1,147 33 2 451 1,633
More than More than More than
30 days 60 days 90 days
31 July 2022 Current past past past Total
Weighted expected
loss rate (%) 4.0% 8.0% 15.9% 48.0%
Gross carrying amount
-
trade receivables
(GBP'000) 35,817 1,241 327 1,059 38,444
Loss allowance (GBP'000) 1,418 99 52 508 2,077
The loss allowance for trade receivables at year end reconciles
to the opening loss allowance as per below:
Group
2023 2022
GBP'000 GBP'000
Opening loss allowance at 1 August 2,077 3,449
(Decrease)/increase in loss allowance
recognised in the year (156) 136
Receivables written off during the year
as uncollectable (288) (1,508)
Closing loss allowance at 31 July 1,633 2,077
Impairment of accrued income
Group
Restated(1)
2023 2022
GBP'000 GBP'000
Gross accrued income 15,813 19,487
Loss allowance (504) (682)
Accrued income, net of loss allowance 15,309 18,805
The loss allowance for accrued income can be analysed as:
More than More than More than
30 days 60 days 90 days
31 July 2023 Current past past past Total
Weighted expected
loss rate (%) 2.3% 2.8% 18.3% 98.5%
Gross carrying amount
-
accrued income (GBP'000) 15,476 143 60 134 15,813
Loss allowance (GBP'000) 357 4 11 132 504
More than More than More than
30 days 60 days 90 days
31 July 2022 restated(1) Current past past past Total
Weighted expected
loss rate (%) 2.0% 2.5% 2.5% 30.6%
Gross carrying amount
-
accrued income (GBP'000) 16,747 1,090 649 1,001 19,487
Loss allowance (GBP'000) 333 27 16 306 682
(1) FY22 results have been restated as explained further in Note 1.24
The loss allowance for accrued income at year reconciles to the
opening loss allowance as per below:
Group
2023 2022
GBP'000 GBP'000
Opening loss allowance at 1 August 682 1,065
Decrease in loss allowance recognised
in
profit and loss during the year (178) (383)
Closing loss allowance at 31 July 504 682
17 Provisions
2023 2022
Other Other
Dilapidations provisions Total Dilapidations provisions Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
August 880 824 1,704 1,680 53 1,733
Provisions made
in
the year 187 194 381 18 824 842
Provisions utilised (353) (79) (432) (145) (40) (185)
Provisions released (35) (199) (234) (698) (13) (711)
Effect of movements
in exchange rates (2) (5) (7) 25 - 25
Balance at 31
July 677 735 1,412 880 824 1,704
2023 2022
Other Other
Dilapidations provisions Total Dilapidations provisions Total
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Non-current 347 19 366 517 - 517
Current 330 716 1,046 363 824 1,187
Total 677 735 1,412 880 824 1,704
Dilapidation provisions are held in respect of the Group's
office properties where lease obligations include contractual
obligations to return the property to its original condition at the
end of the lease term, ranging between one and five years. During
the year the Group agreed dilapidation settlements for two office
properties which were both exited in the prior year. Remaining
dilapidation provisions have been reassessed reflecting new
information available, including the cost of settlements in the
year.
Other provisions held at 31 July 2023 are primarily in relation
to claims for legal and tax matters, relating to both UK and
operations and certain discontinued operations.
No provisions are held by the Parent Company (2022: GBPnil).
18 Trade and Other Payables
Group Company
Restated(1)
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 5,048 3,753 - -
Amounts owed to group
undertakings - - 2,742 3,006
Taxation and social security 7,139 6,672 - -
Contractor wages payable 27,146 28,854 - -
Accruals and deferred
income 4,256 3,828 - -
Other payables 3,306 3,312 - -
Total 46,895 46,419 2,742 3,006
(1) FY22 results have been restated as explained further in Note 1.24
Amounts owed to group undertakings are unsecured, repayable on
demand and accrue no interest. The Directors consider that the
carrying amount of trade and other payables approximates to their
fair value.
19 Loans and Borrowings
Group
2023 2022
GBP'000 GBP'000
Recourse working capital facility - 1,801
Total bank loans and borrowings - 1,801
The Group holds both recourse and non-recourse working capital
facilities. Under the terms of the non-recourse facility, the trade
receivables assigned to the facility are owned by HSBC and so have
been derecognised from the Group's statement of financial position;
in addition, the non-recourse working capital facility does not
meet the definition of loans and borrowings under IFRS. The Group
continues to collect cash from trade receivables assigned to the
non-recourse facility on behalf of HSBC which is then transferred
to them periodically each month. Any cash collected from trade
receivables under the non-recourse facility at the end of the
reporting period that had not been transferred to HSBC, is
presented as restricted cash included within the Group's cash
balance. At 31 July 2023, the Group had agreed invoice financing
working capital facilities with HSBC totalling GBP50m (31 July
2022: GBP60m) (covering both recourse and non-recourse).
The Group's working capital facilities are secured by way of an
all assets debenture, which contains fixed and floating charges
over the assets of the Group. This facility allows certain
companies within the Group to borrow up to 90% of invoiced or
accrued income up to a maximum of GBP50m (31 July 2022: GBP60m).
Interest is charged on the recourse borrowings at a rate of 1.90%
(31 July 2022: 1.90%) over the Bank of England base rate of 5.00%
(2022: 1.25%).
The Company did not have any loans or borrowings during 2023 or
2022.
20 Financial Assets and Liabilities Statement of Financial
Position Clarification
The carrying amount of the Group's financial assets and
liabilities at the reporting date may also be categorised as
follows:
Financial assets are included in the Statement of Financial
Position within the following headings:
Group Company
Restated(1)
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Trade and other receivables
(Note 16)
- Financial assets recorded
at amortised cost 51,023 56,873 1,357 2,757
Cash and cash equivalents
- Financial assets recorded
at amortised cost 23,375 17,768 8 7
Total 74,398 74,641 1,365 2,764
Financial liabilities are included in the Statement of Financial
Position within the following headings:
Group Company
Restated(1)
2023 2022 2023 2022
GBP'000 GBP'000 GBP'000 GBP'000
Borrowings (Note 19)
- Financial liabilities recorded
at amortised cost - 1,801 - -
Leases (Note 21)
- Financial liabilities recorded
at amortised cost 1,821 3,625 - -
Trade and other payables (Note
18)
- Financial liabilities recorded
at amortised cost 39,756 39,747 2,742 3,006
Total 41,577 45,173 2,742 3,006
(1) FY22 results have been restated as explained further in Note 1.24
21 Leases
The Statement of Financial Position reports the following
amounts related to leases where the Group is a lessee:
Buildings Vehicles Other Total
Right-of-use assets GBP'000 GBP'000 GBP'000 GBP'000
Cost At 1 August 2021 10,245 348 8 10,601
Additions 183 44 - 227
Effect of reassessment of dilapidation assets (412) - - (412)
Effect of reassessment of lease terms (965) - - (965)
Effect of change in lease consideration 440 - - 440
Effect of movement in exchange rates 64 - - 64
At 31 July 2022 9,555 392 8 9,955
At 1 August 2022 9,555 392 8 9,955
Additions - 20 - 20
Disposals (1,905) (352) - (2,257)
Effect of reassessment of dilapidation assets 161 - - 161
Derecognition of assets
sub-let to third parties(1) (740) - - (740)
Effect of movement
in exchange rates (34) - - (34)
At 31 July 2023 7,037 60 8 7,105
Accumulated depreciation
and impairment At 1 August 2021 4,629 295 3 4,927
Depreciation charge 1,491 59 2 1,552
Impairment(2) 827 25 - 852
Effect of reassessment
of dilapidation assets (481) - - (481)
Effect of movement
in exchange rates 40 - - 40
At 31 July 2022 6,506 379 5 6,890
At 1 August 2022 6,506 379 5 6,890
Depreciation charge 937 13 2 952
Disposals (1,904) (352) - (2,256)
Effect of reassessment
of dilapidation assets 103 - - 103
Derecognition of assets sub-let to third parties(1) (444) - - (444)
Effect of movement
in exchange rates (13) - - (13)
At 31 July 2023 5,185 40 7 5,232
Net book value At 1 August 2022 3,049 13 3 3,065
At 31 July 2023 1,852 20 1 1,873
(1) During the year the Group entered into sublease agreements
with third parties to sublet a portion of the office space within
the London and Toronto offices. The right-of-use assets
corresponding to the sublet portion of the offices have been
derecognised in line with the requirements of IFRS 16. Finance
lease receivables of GBP275,000 were recognised in other
receivables.
(2) An impairment was recognised in 2022 in relation to
right-of-use assets belonging to the "Infrastructure - RSL Rail"
CGU, as discussed in more detail in Note 12.
At 31 July 2023, included within property right-of-use assets is
costs of GBP677,000 (2022: GBP854,000) and net book value of
GBP198,000 (2022: GBP248,000) relating to dilapidation assets.
During the year, management have rationalised the Group's
right-of-use asset registers and have recorded disposals of assets
that are fully depreciated and are no longer in use by the
business.
Lease liabilities
2023 2022
Buildings Vehicles Other Total Buildings Vehicles Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Current 840 15 2 857 1,112 21 2 1,135
Non-current 945 18 1 964 2,470 17 3 2,490
Total 1,785 33 3 1,821 3,582 38 5 3,625
Lease liabilities for properties have lease terms of between one
and five years.
The discount rates used to measure the lease liabilities at 31
July 2023 range between 2.0% to 6.15% for properties (2022: 2.0% to
7.5%), 4.7% to 6.0% for vehicles (2022: 4.7%) and 10.1% for other
leases (2022: 10.1%).
Reconciliation of lease liabilities movement in the year
Buildings Vehicles Other Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 August 2021 5,691 64 6 5,761
Additions 165 40 - 205
Lease payments (1,968) (68) (2) (2,038)
Interest expense of lease
liabilities 112 2 1 115
Effect of changes in lease
consideration 440 - - 440
Effect of reassessment of
lease terms (892) - - (892)
Effect of movement in exchange
rates 34 - - 34
At 31 July 2022 3,582 38 5 3,625
At 1 August 2022 3,582 38 5 3,625
Additions - 20 - 20
Lease payments (1,171) (27) (2) (1,200)
Interest expense of lease
liabilities 66 2 - 68
Effect of reassessment
of lease terms (672) - - (672)
Effect of movement in exchange
rates (20) - - (20)
At 31 July 2023 1,785 33 3 1,821
Amounts in respect of leases recognised in the Income
Statement
2023 2022
GBP'000 GBP'000
Depreciation expense of right-of-use
assets 952 1,552
Impairment of right-of-use assets - 852
Interest expense on lease liabilities 68 115
Expense relating to leases of low-value
assets and
short-term leases (included in administrative
expenses) 59 17
22 Share Capital
Authorised share capital:
2023 2022
GBP'000 GBP'000
40,000,000 (2022: 40,000,000) ordinary
shares of GBP0.01 each 400 400
Allotted, called up and fully paid:
2023 2022
GBP'000 GBP'000
31,856,612 (2022: 32,290,400) ordinary
shares of GBP0.01 each 319 323
The number of shares in issue in the Company is shown below:
2023 2022
'000 '000
In issue at 1 August 32,290 32,290
Exercise of LTIP share options 14 -
Shares cancelled (447) -
In issue at 31 July 31, 857 32,290
The Company has one class of ordinary shares. Each share is
entitled to one vote in the event of a poll at a general meeting of
the Company. Each share is entitled to participate in dividend
distributions.
Share buyback and cancellation
During April and May 2023 the Company made market purchases of
and subsequently cancelled 447,000 of its own ordinary shares as
part of a public share buyback. The buyback and cancellation was
approved by shareholders at the Annual General Meeting held in
December 2022. The shares were acquired at an average price per
share of GBP1.11, with prices ranging from GBP0.94 to GBP1.16. The
total cost of the share buyback, financed from the Group's cash
reserves, was GBP500,000 which has been deducted from retained
earnings. On cancellation of the shares, the aggregate nominal
value of shares was transferred out of share capital to a capital
redemption reserve.
Share Options
Share option arrangements exist over the Company's shares,
awarded under the Long-Term Incentive Plan ("LTIP") to maximise the
Group's medium- and long-term performance and therefore drive
higher returns for shareholders.
Under the LTIP, participants are granted options which vest if
certain performance conditions are met over the vesting period,
typically three years. Performance conditions upon which option
vesting is assessed in current live grants include total
shareholder return ("TSR") ranking, growth in adjusted earnings per
share ("EPS"), growth in underlying profit before tax ("PBT") and
reduction in people attrition.
Once vested, each option may be converted into one ordinary
share of the Company for consideration of GBP0.01 or above. The
options remain exercisable for a period of up to 10 years from the
grant date.
Participation in the LTIP and the quantum and timing of awards
is at the Board's discretion, and no individual has a contractual
right to receive any guaranteed benefits.
The movement in share options is shown below:
2023 2022
Weighted average Weighted average Weighted average Weighted average
Number exercise price share price Number exercise price share price
'000 (pence) (pence) '000 (pence) (pence)
Outstanding at 1
August 1,103 1.0 1,456 1.2
Granted 864 1.0 1,026 1.0
Forfeited/lapsed (230) 1.0 (1,379) 1.3
Exercised (13) 1.0 73.5 - - -
Expired (7) 1.0 - -
Outstanding at 31
July 1,717 1.0 1,103 1.0
Exercisable at 31
July 102 1.0 171 1.0
The numbers and weighted average exercise prices of share
options vesting in the future are shown below.
2023 2022
Weighted average Weighted average Weighted average Weighted average
remaining contract Number exercise price remaining contract Number exercise price
Exercisable from life (months) '000 (pence) life (months) '000 (pence)
20 January 2023 - - - 6 162 1.0
1 December 2023 4 160 1.0 16 160 1.0
16 December 2024 17 461 1.0 29 480 1.0
9 May 2025 22 130 1.0 33 130 1.0
6 December 2025 29 864 1.0 - - -
Outstanding at 31
July 1,615 932
Fair value of options granted
For share options granted during the year, the fair value at
grant date was independently determined with the valuation method
depending on the performance condition:
-- Fair values of EPS, PBT and people attrition awards are
determined with reference to the share price at grant date,
discounted to exclude any expected dividends.
-- Fair value of TSR awards is determined using a Monte Carlo
simulation model that takes into account the probability of
achieving the performance conditions, based on the expected
volatility of the Company and the comparator companies.
The model inputs and associated fair values determined for
options granted during the year are as follows:
2023 2022
EPS, PBT EPS and PBT TSR EPS and PBT TSR
and people attrition TSR (Dec) (Dec) (May) (May)
Exercise price (GBP) 0.01 0.01 0.01 0.01 0.01 0.01
Grant date 06/12/2022 06/12/2022 16/12/2021 16/12/2021 11/05/2022 11/05/2022
Expiry date 06/12/2032 06/12/2032 16/12/2031 16/12/2031 11/05/2032 11/05/2032
Share price at grant date (GBP) 0.74 0.74 1.29 1.29 0.66 0.66
Expected volatility of the
Company's shares(1) 66.06% 60.41% 59.20% 62.39% 66.94% 67.60%
Expected dividend yield 6.00% 6.00% 3.00% 3.00% 2.83% 2.83%
Risk-free rate 3.22% 3.22% 0.51% 0.51% 1.36% 1.38%
Fair value per option at grant
date (GBP) 0.61 0.44 1.18 0.63 0.60 0.37
(1) Expected volatility was calculated independently, by using
the historical daily share price of the Company over a term
commensurate with the expected life of the award.
At 31 July 2023, liabilities arising from share-based payment
transactions total GBP33,000 (31 July 2022: GBPnil). This relates
to a provision for employer's National Insurance contributions that
would be payable on exercise of LTIP share options.
Other share-based payment arrangements
In addition to the share option schemes the Group operated a
Share Incentive Plan ("SIP"), which is a HMRC approved plan
available to all employees enabling them to purchase shares out of
pre-tax salary. For each share purchased the Company grants an
additional share at no cost to the employee which vests after a
three-year period of employment. During the year the Company
purchased 75,809 shares (2022: 25,711) under this scheme.
The Group's Share Incentive Plan is held by an Employee Benefit
Trust ("the SIP EBT") for tax purposes. The SIP EBT buys Company
shares at market value with funds from the Group and employees, and
shares held by the SIP EBT are distributed to employees once
vesting conditions are satisfied. The Group has control over the
SIP EBT and therefore it has been consolidated at 31 July 2023 and
31 July 2022.
A second EBT ('the Apex EBT') exists as a branch of Gattaca plc
to purchase Company shares to be used to settle LTIP share-based
payment arrangements that are due to vest in the future. Apex
Financial Services Limited is appointed as the Trustee and the
administrator to this EBT.
As at 31 July 2023, excess funds of GBP13,000 (2022: GBP27,000)
were held by the SIP EBT and the Apex EBT, which has been included
in cash and cash equivalents.
Expenses arising from equity-settled share-based payment
transactions
The following expenses or credits were recognised in the Income
Statement in relation to equity-settled share-based payment
transactions:
2023 2022
GBP'000 GBP'000
Long-term Incentive Plan options (81) 106
Share Incentive Plan 17 39
Total (64) 145
23 Transactions with Directors and Related Parties
There were no related party transactions with entities outside
of the Group.
During the year Matchtech Group (UK) Limited charged the Company
GBP607,000 (2022: GBP1,028,000) for provision of management
services.
At the reporting date the Company had advanced a loan of
GBP1,350,000 to Matchtech Group (UK) Limited (2022: GBP1,350,000),
upon which interest has accrued at a rate of 3-month GBP LIBOR plus
2.5%.
The remuneration of key management personnel is disclosed in
Note 5.
24 Financial Instruments
The financial risk management policies and objectives including
those related to financial instruments and the qualitative risk
exposure details, comprising credit and other applicable risks, are
included within the Chief Financial Officer's Report under the
heading "Group financial risk management".
Maturity of financial liabilities
The following table sets out the contractual maturities of
financial liabilities, including interest payments. This analysis
assumes that interest rates prevailing at the reporting date remain
constant:
0 to 1 to 2 to 5 years Contractual
< 1 years < 2 years < 5 years and over cash flows
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2023
Invoice financing working
capital facility - - - - -
Lease liabilities 1,002 444 611 - 2,057
Trade and other payables 35,500 - - - 35,500
Total 36,502 444 611 - 37,557
0 to 1 to 2 to 5 years Contractual
< 1 years < 2 years < 5 years and over cash flows
Group restated(1) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2022
Invoice financing working
capital facility 1,801 - - - 1,801
Lease liabilities 1,271 1,093 1,616 48 4,028
Trade and other payables 35,919 - - - 35,919
Total 38,991 1,093 1,616 48 41,748
(1) FY22 results have been restated as explained further in Note 1.24
Company
The Company had no financial liabilities at the reporting date
(2022: GBPnil) other than amounts due to group undertakings, which
are unsecured and repayable on demand.
Interest rate sensitivity
The Group's exposure to fluctuations in interest rates on
borrowing is limited to its recourse working capital facility, as
explained in Note 19. The Directors have considered the potential
increase in finance costs and reduction in pre-tax profits due to
increases in the Bank of England's base rate over a range of
possible scenarios. Having performed sensitivity analysis, based
upon the actual utilisation of the facility during the year ended
31 July 2023, the effect of a 100 basis point increase in interest
rates would be an increase to the 2023 net interest expense of
GBP1,000 (2022: GBP68,000).
Borrowing facilities
The Group makes use of working capital facilities, details of
which can be found in Note 19. The undrawn working capital
facilities available at year end in respect of which all conditions
precedent had been met was as follows:
Group
2023 2022
GBP'000 GBP'000
Undrawn working capital facility 27,565 33,051
Liquidity risk
Liquidity risk is the risk that the Group will encounter
difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another
financial asset. The Group has a robust approach to forecasting
both net cash/debt and trading results on a monthly basis, looking
forward to at least the next 12 months. At 31 July 2023, the Group
had agreed banking facilities with HSBC totalling GBP50m (2022:
GBP60m) comprised solely of a GBP50m invoice financing working
capital facility (2022: GBP60m invoice financing working capital
facility). The Directors consider that the available financing
facilities in place are sufficient to meet the Group's forecast
cash flows.
Foreign currency risk
The Group's principal foreign currency risk is the short-term
risk associated with the trade receivables denominated in US
Dollars and Euros relating to the UK operations whose functional
currency is Sterling. The risk arises on the difference between
exchange rates at the time the invoice is raised to when the
invoice is settled by the client. For sales denominated in foreign
currency, the Group ensures that direct costs associated with the
sale are also denominated in the same currency. Further foreign
exchange risk arises where there is a gap in the amount of assets
and liabilities of the Group denominated in foreign currencies that
are required to be translated into Sterling at the year end rates
of exchange. Where the risk to the Group is considered to be
significant, the Group will enter into a matching forward foreign
exchange contract with a reputable bank. No such contracts existed
at 31 July 2023.
Net foreign currency monetary assets are shown below:
Group
2023 2022
GBP'000 GBP'000
US Dollar 4,968 5,696
Euro 1,142 2,119
The Directors have considered the effect of a change in the
Sterling exchange rate with the US Dollar and Euro on the balances
of cash, aged receivables and aged payables held at the reporting
date, assuming no other variables have changed. The effect of a 10%
(2022: 10%) strengthening and weakening of Sterling against the US
Dollar and Euro is set out below. The Group's exposure to other
foreign currencies is not material.
Group
2023 2022
GBP'000 GBP'000
USD / EUR exchange rate - increase 10%
(2022: 10%) 527 704
USD / EUR exchange rate - decrease 10%
(2022: 10%) (449) (596)
The Company only holds balances denominated in its functional
currency and so is not exposed to foreign currency risk.
25 Capital Management Policies and Procedures
Gattaca plc's capital management objectives are:
-- to ensure the Group's ability to continue as a going concern;
-- to provide an adequate return to shareholders; and
-- by pricing products and services commensurately with the level of risk.
The Group monitors capital on the basis of the carrying amount
of equity as presented in the Statement of Financial Position.
The Group sets the amount of capital in proportion to its
overall financing structure, i.e. equity and financial liabilities.
The Group manages the capital structure and makes adjustments in
the light of changes in economic conditions and risk
characteristics of the underlying assets. Capital for the reporting
year under review is summarised as follows:
Group
Restated(1)
2023 2022
GBP'000 GBP'000
Total equity 30,817 30,453
Cash and cash equivalents (23,375) (17,768)
Capital 7,442 12,685
Total equity 30,817 30,453
Borrowings - 1,801
Lease liabilities 1,821 3,625
Overall financing 32,638 35,879
Capital to overall financing ratio 23% 35%
(1) FY22 results have been restated as explained further in Note 1.24
26 Net Cash
Net cash is the total amount of cash and cash equivalents less
interest-bearing loans and borrowings, including finance lease
liabilities.
Net cash flows include the net drawdown of loans and borrowings
and cash interest paid relating to loans and borrowings.
1 August Net cash Non-cash 31 July
2022 flows movements 2023
2023 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 17,768 5,809 (202) 23,375
Working capital facilities (1,801) 1,801 - -
Lease liabilities (3,625) 1,200 604 (1,821)
Total net cash 12,342 8,810 402 21,554
1 August Net cash Non-cash 31 July
2021 flows movements 2022
2022 GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents 29,238 (11,667) 197 17,768
Working capital facilities (9,348) 7,547 - (1,801)
Lease liabilities (5,761) 2,038 98 (3,625)
Total net cash 14,129 (2,082) 295 12,342
Restricted cash
Included in cash and cash equivalents is the following
restricted cash which meets the definition of cash and cash
equivalents but is not available for use by the Group:
2023 2022
GBP'000 GBP'000
Balances arising from the Group's non-recourse
working capital arrangements 253 615
Cash on deposit in accounts controlled
by the Group but not available for immediate
drawdown 1,101 1,662
Total restricted cash 1,354 2,277
Included within restricted cash is GBP391,000 (2022: GBP698,000)
held on deposit in a Russian bank account, to which the Group
currently has no access. Following legal consultation, the
Directors have implemented a plan to regain access to this account
with a view to repatriating the cash to the UK at the earliest
opportunity.
27 Contingent Liabilities
We continue our cooperation with the United States Department of
Justice and in the year ended 31 July 2023 have incurred GBP2,000
(2022: GBP33,000) in advisory fees on this matter. The Group is not
currently in a position to know what the outcome of these enquiries
may be and therefore we are unable to quantify the likely outcome
for the Group.
The Directors are aware of other potential claims against the
Group from a client which may result in a future liability. The
Group considers that at the date of approval of these financial
statements, the likelihood of a future material economic outflow is
not probable and an estimate of any future economic outflow cannot
be measured reliably, therefore no provision is being made.
28 Dividends
2023 2022
GBP'000 GBP'000
Equity dividends proposed after the
year end (not recognised
as a liability) at 5.0 pence per share
(2022: nil pence per share) 1,580 -
On 16 August 2023, the Board announced its intentions to
recommend a full year dividend in line with its policy of 2.5 pence
per share, accompanied by a one-off special dividend of 2.5 pence
per share, both of which are expected to be paid in December
2023.
29 Events After the Reporting Date
During August and September 2023, the Company made market
purchases and subsequently cancelled 313,941 of its own ordinary
shares as part of another public share buyback. The buyback and
cancellation was approved by shareholders at the Annual General
Meeting held in December 2022. The shares were acquired at an
average price per share of GBP1.11, with prices ranging from
GBP0.94 to GBP1.16. The total cost of the share buyback, financed
from the Group's cash reserves, was GBP390,000.
On 22 September 2023 the Company issued and allotted 82,844
ordinary shares upon the exercise of LTIP share options.
On 3 October 2023, Matchtech Group (Holdings) Limited purchased
1 ordinary share of Matchtech Group (UK) Limited, being the entire
minority interest in the subsidiary, from George Materna, a
director of Gattaca plc. The share purchase was made at market
value.
The Group has not identified any subsequent events in addition
to those detailed above.
30 Subsidiary Undertakings
The subsidiary undertakings at the year end are as follows:
Registered Office Country of
Note Incorporation Share Class % Held 2023 % Held 2022 Main Activities
Provision of
Alderwood Education recruitment
Ltd (1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Provision of
Barclay Meade Ltd recruitment
(1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Cappo Group Limited
(1,6) 1 United Kingdom Ordinary 100% 100% Holding
Provision of
Cappo International recruitment
Limited (1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Provision of
CommsResources recruitment
Limited (1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Connectus Provision of
Technology Limited recruitment
(1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Elite Computer
Staff Ltd (5) 1 United Kingdom Ordinary 100% 100% Non-trading
Gattaca Projects
Limited (1) 1 United Kingdom Ordinary 100% 100% Non-trading
Gattaca Recruitment
Limited (5) 1 United Kingdom Ordinary 100% 100% Non-trading
Provision of
Gattaca Solutions recruitment
Limited (1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Matchtech
Engineering
Limited (5) 1 United Kingdom Ordinary 100% 100% Non-trading
Matchtech Group
(Holdings) Limited
(1) 1 United Kingdom Ordinary 100% 99.7% Holding
Provision of
Matchtech Group recruitment
(UK) Limited (1,7) 1 United Kingdom Ordinary 99.998% 99.998% consultancy
Matchtech Group
Management Company
Limited (1,6) 1 United Kingdom Ordinary 100% 100% Non-trading
MSB Consulting
Services Limited
(2,5) 1 United Kingdom Ordinary 100% 100% Non-trading
Networkers Provision of
International (UK) recruitment
Limited (1,6) 1 United Kingdom Ordinary 100% 100% consultancy
Networkers
International
Limited (1,6) 1 United Kingdom Ordinary 100% 100% Holding
Networkers
International
Trustees Limited
(3) 1 United Kingdom Ordinary 0% 100% Non-trading
Networkers
Recruitment
Services Limited
(1,6) 1 United Kingdom Ordinary 100% 100% Non-trading
Resourcing Provision of
Solutions Limited recruitment
(1) 1 United Kingdom Ordinary 100% 100% consultancy
The Comms Group
Limited (1,6) 1 United Kingdom Ordinary 100% 100% Holding
Provision of
recruitment
Gattaca BV 1 Netherlands Ordinary 100% 100% consultancy
Provision of
recruitment
Gattaca GmbH 2 Germany Ordinary 100% 100% consultancy
MSB International Non-trading
GmbH (3) 3 Germany Ordinary 0% 100% (dissolved)
Gattaca Information Provision of
Technology recruitment
Services SLU 4 Spain Ordinary 100% 100% consultancy
Gattaca Recruitment Non-trading
ETT, SLU (3) 4 Spain Ordinary 0% 100% (dissolved)
Cappo Inc. 5 United States Ordinary 100% 100% Non-trading
Provision of
recruitment
Networkers Inc. 5 United States Ordinary 100% 100% consultancy
Networkers
International LLC 6 United States Ordinary 100% 100% Non-trading
Networkers Provision of
International recruitment
(Canada) Inc. 7 Canada Ordinary 100% 100% consultancy
Gattaca Mexico
Services, S.A. de
C.V 8 Mexico Ordinary 100% 100% Non-trading
NWI Mexico, S. de
R.L. de C.V. 8 Mexico Ordinary 100% 100% Non-trading
Gattaca Services
South Africa Pty Provision of
Limited 9 South Africa Ordinary 100% 100% support services
Networkers
International
(China) Co.
Limited 10 China Ordinary 100% 100% Non-trading
CommsResources Sdn
Bhd 11 Malaysia Ordinary 100% 100% Non-trading
Networkers
International
(Malaysia) Sdn Bhd 11 Malaysia Ordinary 100% 100% Non-trading
Cappo Qatar LLC (4) 12 Qatar Ordinary 49% 49% Non-trading
Networkers
Consultancy
(Singapore) PTE.
Limited 13 Singapore Ordinary 100% 100% Non-trading
(1) For the year ended 31 July 2023, Gattaca plc has provided a
legal guarantee dated 23 October 2023 under s479a-s479c of the
Companies Act 2006 to these subsidiaries for audit exemption.
(2) These dormant companies are exempt from preparing audited
individual financial statements by virtue of s480 of Companies Act
2006.
(3) These companies were disposed of or liquidated in the year,
with the shareholding remaining the same as per the year ended 31
July 2022 up to the date of disposal or liquidation.
(4) Gattaca plc controls 95% of the beneficial interest in Cappo
Qatar LLC and consolidates the entity as a subsidiary in line with
IFRS 10.
(5) These entities were liquidated post year-end on 19 August
2023, with the exception of MSB Consulting Services Limited which
was liquidated on 5 September 2023. The shareholding remained the
same as per the year ended 31 July 2023 up to the date of
liquidation.
(6) The trade and assets of these subsidiaries were transferred
to Matchtech Group (UK) Limited on 31 July 2023 as part of the
legal entity rationalisation project, discussed further below.
(7) The minority interest of this subsidiary was purchased by
Matchtech Group (Holdings) Limited on 3 October 2023, see Note 29
for more details.
All holdings by Gattaca plc are indirect except for Matchtech
Group (Holdings) Limited, Gattaca GmbH and Matchtech Group
Management Company Limited.
Networkers International (UK) Limited had a branch in Russia,
which is consolidated into the Group's result. The branch ceased
trading in FY20 and was deregistered by the Federal Tax Services of
Russia in December 2022.
The Group's Share Incentive Plan (SIP) is held by Gattaca plc UK
EBT ("the SIP EBT"). The Group has control over the SIP EBT and
therefore it has been consolidated in the Group's results.
Gattaca plc has a branch for an Employee Benefit Trust ("the
Apex EBT"). Apex Financial Services Limited is the Trustee and the
administrator to this EBT. The Group and Company has control over
the Apex EBT and therefore it has been consolidated in the Group
and Company's results.
During the year, the Group began a legal entity rationalisation
project with the aim to simplify the group structure. On 31 July
2023, as part of the rationalisation project, the trade and assets
of a number of UK subsidiaries were transferred to the largest UK
trading subsidiary, Matchtech Group (UK) Limited, with the
intention that the transferring entities become non-trading from 1
August 2023, to enable liquidation or strike off processes to
commence once all required regulatory filings are complete. There
is no income statement, balance sheet or cash flow impact to the
Group or Company as a result of the rationalisation steps
undertaken during the financial year.
Registered office addresses
1 1450 Parkway, Solent Business Park, Whiteley, Fareham, Hampshire, PO15 7AF, United Kingdom
2 c/o ETL Breiler & Schnabl GmbH, Steuerberatungsgesellschaft, Bahnhofstraße, 55-57, 65185
Wiesbaden, Germany
3 c/o ETL Breiler & Schnabl GmbH, Franklinstraße 48, 60486, Frankfurt am Main, Germany
4 Calle General, Moscardo 6. Espaco Office, Madrid 28020, Spain
5 18333 Preston Road, Suite 260 TX 75252, USA
6 2041 Rosecrans Ave Ste 320, El Segundo, CA, 90245, USA
7 1 Richmond Street West, Suite 902, Toronto, Ontario, M5H 3W4, Canada
8 Avenida Paseo de la Reforma No. 296 Piso 15 Oficina A, Colonia Juárez, Delegación
Cuauhtémoc, Código Postal 06600. Ciudad de México, Mexico
9 201 Heritage House, 20 Dreyer Street, Claremont, 7735, South Africa
10 B-2701, Di San Zhi Ye Building, No. A1 Shuguang Xili, Chao Yang District, Beijing, China
11 6th Floor, Menara Boustead, 69, Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia
12 Suite #204, Office #40 Al Rawabi Street, Muntazah, Doha, State of Qatar, PO Box 8306
13 3 Phillip Street #14-05 , Royal Group Building, Singapore 048693
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END
FR DDBDGIBDDGXX
(END) Dow Jones Newswires
October 24, 2023 02:05 ET (06:05 GMT)
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