TIDMMRS
RNS Number : 9427A
Management Resource Solutions PLC
30 March 2017
Management Resource Solutions PLC
Annual Report
Year Ended
30 June 2016
Company number: 8046513
Management Resource Solutions PLC
Annual report
for the year ended 30 June 2016
Officers and advisers
CEO's Statement and Strategic Report
Directors' report
Statement of directors' responsibilities
Independent auditor's report
Consolidated Statement of profit and loss and other
comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flow
Notes to the consolidated financial statements
Parent company Balance Sheet
Parent company Statement of Changes in Equity
Notes to the parent company Balance Sheet
Management Resource Solutions PLC
Officers and advisers
Directors
Chris Berkefeld Chairman
Joe Clayton Chief Executive Officer
Timothy Jones Finance Director
Company secretary
Timothy Jones
Registered number
8046513
Registered office
Reading Bridge House, George Street, Reading, Berkshire, RG1
8LS
United Kingdom
Australian office
Suite 30402, 9 Lawson Street, Southport, Queensland 4215,
Australia
Nominated adviser and joint broker
Northland Capital Partners Limited, 60 Gresham Street, London,
EC2V 7BB,
United Kingdom
Joint broker
Peterhouse Corporate Finance Limited, 15-17 Eldon Street,
London, EC2M 7LD,
United Kingdom
Auditors
James Cowper Kreston, Reading Bridge House, George Street,
Reading, Berkshire, RG1 8LS
United Kingdom
Solicitors as to English Law
Memery Crystal LLP, 44 Southampton Buildings, London, WC2A
1AP,
United Kingdom
Solicitors as to Australian Law
McCullough Robertson, 66 Eagle St, Brisbane City, Queensland
4000,
Australia
Share registry
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99
6DA,
United Kingdom
Website
www.mrsplc.net
Management Resource Solutions PLC
CEO's Statement and Strategic Report
Dear shareholders,
Having started as Acting CEO on 31st October 2016 then being
installed as fulltime CEO and joining the MRS Plc Board on 19th
December 2016, I have no personal experience of the business for
FY16. The body of this report will concentrate on the business from
October 2016 onwards and the steps taken to stabilise the business
as a result of issues emanating from FY16.
Financial Results
FY16 results were extremely disappointing with a Net Loss After
Tax of A$6.9m on Revenue of A$25.2m.
Group Restructure
Significantly underperforming business units within MRS
necessitated a restructure of the group in October/November
2016:
-- The high risk underperforming contract to build aviation fuel
tanks at Jackson's International Airport in Port Moresby, Papua New
Guinea was put into dispute. MRS Guernsey Limited and MRS PNG
Limited, the MRS entities which managed the PNG contract, were put
into Voluntary Liquidation in December 2016 and February 2017
respectively to quarantine any issues that may arise from this
contract.
-- The other high risk underperforming contract to dismantle a
Polypropylene Plant at Rosehill, Sydney was put into dispute in
November 2016 and all work was ceased. MRS Pty Ltd, the company
contracted to undertake this work, was placed into Voluntary
Administration in February 2017, again to quarantine the group from
losses and potential liquidated damages claims. Bachmann Plant Hire
(BPH) and MRS Services Group (SG) were quarantined from this
process..
-- The oil and gas industry white collar labour hire business,
which had declined through the year to the point it was
unsustainable, was also closed.
-- The Southport head office, which had supported the above
sections of the business, was closed in October 2016 and the staff
were made redundant.
The resultant MRS business now has significantly changed from
the structure as at 30 June 2016. The focus has changed from oil,
gas and construction industries to a strong presence in residential
civil earthworks around Ipswich in Southern Queensland (Bachmann
Plant Hire/BPH) and coal industry support services in the Hunter
Valley of New South Wales (SubZero, now renamed MRS Services). The
business strategy is built around four distinct business "pillars"
of Civil Support (BPH), Mining Support (SZ), Maintenance Support
(SZ) and Labour Support (SZ).
Bachmann Plant Hire Pty Ltd
At the time of my appointment as CEO the BPH purchase process
was not complete with a related party loan and a "rent to own"
contract for the purchase of the BPH earthmoving equipment still to
be negotiated to a form acceptable to the MRS Board. Negotiation of
an agreement acceptable to both parties has taken significant good
faith on both sides and is now complete. I would like to thank Greg
Bachmann for his patience and understanding as we worked through
the process to finalise the contractual terms.
The Civil Support pillar of MRS (BPH) is based in Ipswich, the
centre of the Ipswich Economic Development Plan 2016 to 2031,
enacted by the Queensland Government. Based around 20 employment
and population growth areas in the vicinity of Ipswich, it is an
ambitious plan to attract 292,000 people to the area requiring an
additional 120,000 jobs. Conservatively 500 new residential
dwellings are completed every month to achieve the plan.
Our Civil Support arm is supported by an experienced workforce
of long term employees and is perfectly located to exploit the
opportunities within the fastest growing residential growth
corridor in Australia. Most contracts are based on bulk earthworks
within a small, well defined area of a residential or commercial
sub-division to a final level finish of +/- 50mm. A low risk
contracting environment.
MRS Services Group
The purchase agreement for Subzero included the vendor retaining
all receivables as at 30 September 2016. A capital raise was
undertaken by MRS to raise A$4.5m of working capital to help cover
the working capital gap for the first 3 months of operation. As
outlined in an RNS, AUD$2.1m of the capital raising was used in
other areas
Management Resource Solutions PLC
CEO's Statement and Strategic Report (continued)
of the business, which together with the bad debts from the two
consulting contracts mentioned earlier, left SG significantly low
on working capital which has significantly constrained business
performance. A debt financing facility had to be implemented with
Hermes Capital in December 2016. This was an expensive solution but
the only alternative available in a short timeframe to stabilise
cashflow.
Shareholders should be aware of the assumptions behind the going
concern basis of preparation of these accounts, set out in full on
page 16. The Board of Directors is aware, having prepared a
cashflow forecast, of the Company's working capital requirements
and the need to access additional equity funding or asset
divestment if required within the next 12 months.
Due to the lack of working capital SG has been significantly
hindered which has resulted in missed opportunities to grow the
business in an optimistic coal sector.
Towards the end of the SubZero Receivership two major contracts
were lost and the Harness Master business and the Moranbah Joint
Venture were sold separately which resulted in monthly revenue
dropping from A$5.5m per month to $3m per month at the acquisition
date. Low revenue and cash constraints has impacted the performance
of the business. SG has implemented an overhead reduction program
and is in the process of implementing operating cost savings with
installation of bulk oil, gas and fuel to the workshops and
implementing consumable kiosks with resulting savings in consumable
and inventory costs. Every facet of the business is under review to
streamline costs as we rebuild revenue
The business has underperformed on expectations to date but the
program of cost cuts, undertaking a fund raise to bolster working
capital and increasing monthly revenue will bring MRSSG back into a
sustainable position.
The acquisition of the business on 1(st) October 2016 could not
have been timed better due to the coal industry being on the verge
of a supply driven upswing in the price of coal. December 2016 was
a record month for coal exports through the Port of Newcastle, the
world's largest exporter of coal.
The Mining Council of Australia recently published: "In east
Asia alone, there are more than 725 High Energy Low Emissions
(HELE) [Coal Fired Power Station] units already in operation, with
another 1100 under construction or planned." HELE
Ultra-Supercritical coal fired power stations produce up to 40%
less GHG emissions than conventional coal fired power technology.
To achieve the best results predominantly Hunter Valley type high
energy and quality feedstock is required. Due to higher moisture
and ash and lower energy, Chinese and Indonesian coal can only make
up small portions of the feedstock for these plants. When the extra
power plants come on line it will change the dynamics of the market
to demand driven but specifically for Hunter Valley type coal.
MRS revenue in the Hunter Valley is 90% derived from blue chip
miners in Rio Tinto, BHP and Glencore. Rio Tinto has been on a
divestment drive in the Hunter Valley and last year sold its 40%
share in Bengalla Mining to New Hope, its development project, Mt
Pleasant, to the Indonesian Salim Group and most recently their Mt
Thorley Warkworth and Hunter Valley Operations to Yancoal, a
subsidiary of Yanzhou China. On the back of this deal Yancoal will
become the largest producer of coal in Australia. The A$3.5b
generated from these sales graphically shows the confidence
international mining houses have in the future of the Hunter Valley
coal industry.
The majority of MRS's work in the Hunter Valley is low risk,
derived from selling trades labour at hourly rates. The longer term
contracts in fabrication and mine rehabilitation are based on
contracts in well-established work relationships and well
understood risk profiles.
MRS Outlook
The focus for the first half of FY17 for MRS has been
consolidating the four "pillars" of the business and developing a
business strategy and framework to drive the performance of the
Group. A restructure of the business (including savings in the
Hunter Valley operations of A$1.5m in overhead salaries and $950k
from relocating two workshops and renegotiating rent on the main
workshop) will optimise the accountability and the leadership
strengths of the business and strengthen the second half
results.
When recovered from the current cash constraints the business
will be in a very good position to take advantage of the coal
industry upturn in the Hunter Valley and the residential growth in
Southern Queensland.
Management Resource Solutions PLC
CEO's Statement and Strategic Report (continued)
MRS is a mature, well established business poised to take
advantage of the recent upswings in our targeted markets. The
principal risks are described in the Director's Report.
So far this year has been a very testing time for investors with
the difficulties and challenges created as a result of the FY16
underperformance and the losses emanating from the two consulting
contracts. On behalf of the Board, I would like to thank the MRS
employees, clients, suppliers and shareholders for maintaining the
belief in the Company in difficult times.
GW (Joe) Clayton
Chief Executive Officer
Management Resource Solutions PLC
Directors' report
for the year ended 30 June 2016
The Directors present their report and the audited financial
statements for the year ended 30 June 2016.
Principal activities
The principal activities of the Group during the year were
supply of technical and strategic services to external
organisations in Project Management, HSEQ and Engineering, and
Plant Hire.
Issue of Shares
Details of Ordinary Shares issued during the year are set out in
notes 21 and 22 to the Financial Statements
Share based payments
Share based payments are detailed in note 23 to the Financial
Statements.
Results and dividends
The results for the year are set out on page 12.
The Directors do not recommend the payment of a dividend.
Business and financial review
All references to dollars or $ relate to Australian dollars, the
Group's presentational currency.
A review of the business and future developments is given in the
CEO's Statement and Strategic Report on page 2.
Revenue for the period amounted to $25.2 million (2015 - $17.1
million) and the loss before tax for the period amounted to $6.9
million (2015 - loss of $1.7 million).
At 30 June 2016, the Group had net liabilities of $5.2 million
(2015 - net assets of $1.1 million), of which cash amounted to $1.0
million (2015 - $0.9 million).
Going concern
The financial statements have been prepared on the going concern
basis as, in the opinion of the Directors, at the time of approving
the financial statements, there is a reasonable expectation that
the Group will continue in operational existence for the
foreseeable future.
In order to arrive at this opinion, the Directors have prepared
detailed cash flow forecasts for the Group, which demonstrate that
it will be able to meet its liabilities as they fall due for a
period of at least twelve months from the date of approval of the
financial statements.
Further information on the going concern assumption is provided
in note 1 to the consolidated financial statements.
Key performance indicators
The Group's current key performance indicators are building
revenue, and expanding our diverse client base. Relevant
information is reported in the CEO's Statement. Success is also
measured by the identification and acquisition of suitable
companies which will allow MRS not only to expand its services but
also to increase its profits. This is highlighted in the CEO's
Statement.
Management Resource Solutions PLC
Directors' report
for the year ended 30 June 2016 (continued)
Principal risks
There are risks associated with the Group's business. The Board
regularly reviews the risks to which the Group is exposed and has
in place a strategy to mitigate these risks as far as possible. The
following summary, which is not exhaustive, outlines some of the
risks and uncertainties facing the Group at its present stage of
development:
1 General risks
Reliance on key management
The responsibility of overseeing the day-to-day operations and
the strategic management of MRS depends substantially on its senior
management and its key personnel. There can be no assurance given
that there will be no detrimental impact on MRS if one or more of
these employees cease their employment.
2. Risks relating to MRS's Businesses
2.1 General
2.1.1 Operating risks
The Group's business planning is carried out on the basis of
expected future work. The Group is reliant upon securing new
contracts. There is a risk that expected contracts will not be won.
The directors mitigate this risk by monitoring the pipeline of
future contracts.
The operations of MRS may be affected by various factors,
including operational and technical difficulties encountered in
resources; difficulties in commissioning and operating plant and
equipment; mechanical failure or plant breakdown; adverse weather
conditions; industrial and environmental accidents; industrial
disputes; and unexpected shortages or increases in the costs of
consumables, spare parts, or plant and equipment.
2.1.2 Additional requirements for capital
MRS's capital requirements depend on numerous factors. To fully
realise its Growth Plan MRS will require further financing in
addition to amounts raised under a Prospectus. Any additional
equity financing will dilute shareholdings. Any debt financing, if
available, may involve restrictions on financing and operating
activities. If MRS is unable to obtain additional financing as
needed, it may be required to reduce the scope of its operations
and scale back projects as the case may be.
2.2 Specific
2.2.1 Personnel subject to workplace safety on client sites
The Company's personnel deliver services on site. Consequently,
personnel may be subjected to risks to their health and safety
through the actions, inactions and negligence of third parties.
Numerous losses may stem from injury or death to personnel in such
a scenario and such losses may have an adverse effect on MRS's
profits, its results, its balance sheet and its financial
position.
2.2.2 Professional services liability
Professional services liability, in a number of different forms,
attaches to the services offered by the Company. A client's
reliance on the services provided by the Consultant Business may
cause loss or damage to the client. If such losses are proved to be
in excess of the insurance policy held by the Company, or are
outside the terms of such policy,
Management Resource Solutions PLC
Directors' report
for the year ended 30 June 2016 (continued)
The Directors regularly monitor such risks and will take actions
as appropriate to mitigate them. The Group manages its risks by
seeking to ensure it is in compliance with the terms of its
agreements, and through the application of appropriate policies and
procedures, and via the recruitment and retention of a team of
skilled and experienced professionals.
Directors
The Directors of the Company during the period and the
remuneration, excluding pension contributions, they received were
as follows:
Remuneration
2016 2015
$ $
Paul Morffew 458,322 391,362
Murray D'Almeida 135,171 122,999
Timothy Jones 97,847 92,344
Chris Berkefeld (appointed 40,343 -
16 February 2016)
Paul Morffew was removed as a director on 28 October 2016.
Chris Berkefeld was not reappointed at the Annual General
Meeting on 19 December 2016. He was reappointed on 17 March
2017.
Joe Clayton was appointed as a director on 19 December 2016.
Murray d'Almeida resigned as a director on 17 March 2017.
Directors' Interests, including family interests, in Ordinary
Shares of the Company and in options and warrants to subscribe for
Ordinary Shares were as follows (see note 23 for details of share
based payment arrangements):
2016 2015
Ordinary Shares
Paul Morffew 15,170,296 15,170,296
Murray D'Almeida - -
Timothy Jones 133,333 133,333
Chris Berkefeld - -
2016 2015
Options
Paul Morffew 1,640,834 1,640,834
Murray D'Almeida 492,250 492,250
Timothy Jones 492,250 492,250
Chris Berkefeld - -
2016 2015
Warrants
Paul Morffew - -
Murray D'Almeida - -
Timothy Jones 133,333 133,333
Chris Berkefeld - -
Management Resource Solutions PLC
Directors' report
for the year ended 30 June 2016 (continued)
Substantial Shareholdings
At 27 March 2017, the Company was aware of the following
interests in 3% or more of the issued share capital of the
Company:
%
Family interests of Paul Morffew 8.9
URU Metals Limited 8.8
Macquarie Bank Limited 7.9
Daniela Athan 5.7
Karrabin Investments Pty Ltd 4.8
Financial instruments
Details regarding the Group's use of financial instruments and
their associated risks are given in note 17 to the consolidated
financial statements.
Indemnity Provision for Directors
MRS has insurances to cover Directors' and Officers' liabilities
for an amount of GBP10,000,000 which the Directors believe to be
sufficient for the business
Statement as to disclosure of information to auditors
All of the current Directors have taken all the steps that they
ought to have taken to make themselves aware of any information
needed by the Company's Auditors for the purposes of their audit
and to establish that the Auditors are aware of that information.
The Directors are not aware of any relevant audit information of
which the Auditors are unaware.
Auditors
James Cowper Kreston have expressed their willingness to
continue in office and a resolution to re--appoint them will be
proposed at the annual general meeting.
Approved by the board of Directors on 29 March 2017 and signed
on behalf of the board
Timothy Jones
Secretary
Management Resource Solutions PLC
Statement of directors' responsibilities
for the year ended 30 June 2016
The Directors are responsible for preparing the strategic
report, the directors' report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the Group financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. Under company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group and
Company for that period. The Directors are also required to prepare
financial statements in accordance with the rules of the London
Stock Exchange for companies trading securities on the Alternative
Investment Market.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether the group accounts have been prepared in
accordance with IFRSs as adopted by the European Union, subject to
any material departures disclosed and explained in the financial
statements;
-- state whether the parent company accounts have been prepared
in accordance with applicable UK accounting standards, subject to
any material departures disclosed and explained in the financial
statements.
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to
ensure that the financial statements comply with the requirements
of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and
the financial statements are made available on a website. Financial
statements are published on the Company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the Company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Management Resource Solutions PLC
Independent auditor's report
to the members of Management Resource Solutions PLC
We were engaged to audit the financial statements of Management
Resource Solutions plc for the year ended 30 June 2016 which
comprise the group statement of comprehensive income, the group and
parent company balance sheets, the group and parent company
statements of changes in equity, the group cash flow statement and
the related notes.
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union. The financial reporting framework applied in
preparing the parent company financial statements is applicable law
and United Kingdom Accounting Standards including Financial
Reporting Standard 102 (United Kingdom Generally Accepted
Accounting Principles).
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 8, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements in accordance
with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Financial
Reporting Council's Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/apb/scope/private.cfm
Basis for disclaimer of audit opinion
The audit evidence available to us was limited because
significant elements of the group's accounting and other records
have been lost or destroyed and management have, to date, been
unable to recover or reproduce those records. Accordingly, we were
unable to obtain sufficient appropriate audit evidence over
multiple material elements of the financial statements including
revenues and costs (and therefore the loss for the year),
receivables, payables, provisions, taxation, and certain
disclosures as reported in the financial statements.
Further, the directors have concluded that it remains
appropriate to prepare the financial statements on a going concern
basis, despite the reported losses, net liabilities and the fact
that the group requires ongoing support from its existing funders
as well additional equity or debt funding, in order to continue to
trade and meet its liabilities as they fall due for the foreseeable
future. We have been unable to obtain sufficient, appropriate
evidence on which to base an opinion as to whether or not that
conclusion is reasonable in the circumstances.
Disclaimer of opinion
Because of the significance of the matters described in the
basis for disclaimer of audit opinion paragraphs above, we have not
been able to obtain sufficient appropriate audit evidence to
provide a basis for an audit opinion. Accordingly, we do not
express an opinion on the financial statements.
Management Resource Solutions PLC
Independent auditor's report
to the members of Management Resource Solutions PLC
(continued)
Disagreement regarding accounting treatment
Notwithstanding the above disclaimer of audit opinion, we report
that the consolidated balance sheet includes a provision for future
maintenance costs amounting to $890,000 which, in our opinion,
ought not to be included.
Opinion on other matter prescribed by the Companies Act 2006
Notwithstanding our disclaimer of an opinion on the financial
statements, in our opinion the information given in the strategic
report and the directors' report is consistent with the financial
statements.
Matters on which we are required to report by exception
As explained in the basis for disclaimer of audit opinion
paragraph above, we have not received all the information and
explanations we require for our audit.
Aside from that, we have nothing to report in respect of the
following matters where the Companies Act 2006 requires us to
report to you, if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made.
Alan Poole BA (Hons) FCA (senior statutory auditor)
For and on behalf of James Cowper Kreston, statutory auditor
Reading, UK
29 March 2017
Management Resource Solutions PLC
Consolidated Statement of profit and loss and other
comprehensive Income
for the year ended 30 June 2016
Note 2016 2015
$'000 $'000
Revenue 3 25,231 17,089
Cost of sales (19,536) (14,231)
---------- -----------------------------
Gross profit 5,695 2,858
Recurring administrative
expenses (5,336) (2,634)
---------- -----------------------------
Profit before non-recurring
costs and finance
charges 359 224
Non-recurring administrative
expenses:
Acquisition expenses 5 (876) (1,421)
Amounts written off
on terminated contracts 5 (6,588) -
Share based payment
charges 5 - (490)
Gain on acquisition
of subsidiary 15 808 -
---------- -----------------------------
Operating loss 6 (6,297) (1,687)
Finance costs - interest 10 (260) -
Loss before tax (6,557) (1,687)
Tax (expense)/credit 11 (305) 39
(Loss) for the year
attributable to equity
holders of the parent
company (6,862) (1,648)
(Loss) per share
attributable to equity
holders of the parent
company
Basic and diluted 13 (20.7)c (5.19)c
---------- -----------------------------
There was no other comprehensive income for the year
(2015-nil).
Management Resource Solutions PLC
Consolidated Balance Sheet
at 30 June 2016
2016 2015
Note $'000 $'000
Assets
Non-current assets
Property, plant and equipment 14 13,382 260
Deferred tax 16 367 194
13,749 454
Current assets
Trade and other receivables 17 6,483 1,121
Cash and cash equivalents 951 920
Inventories 234 -
7,668 2,041
Total assets 21,417 2,495
======== ======
Liabilities
Current liabilities
Trade and other payables 18 12,762 1,343
Borrowings 19 4,802 -
17,564 1,343
Non-current liabilities
Borrowings 19 5,257 18
Deferred tax 16 6 5
Provision 1,080 -
Other non-current liabilities 2,666 -
9,009 23
Total liabilities 26,573 1,366
Net (liabilities)/assets (5,156) 1,129
Equity attributable to
equity holders of the parent
Share capital 21 36,677 36,623
Share premium 24 1,744 1,221
Issue costs reserve 24 (332) (332)
Reorganisation reserve 24 (36,032) (36,032)
Retained earnings 24 (7,213) (351)
Total equity attributable
to equity holders of the
parent (5,156) 1,129
--------- ---------
The financial statements were approved by the board of Directors
and authorised for issue on 29 March 2017
and were signed on its behalf by:
Joe Clayton Timothy Jones
Director Director
Management Resource Solutions PLC
Consolidated Statement of Changes in Equity
for the year ended 30 June 2016
Share Share Issue Reorganisation Retained Total
Capital Premium costs reserve earnings equity
reserve
$'000 $'000 $'000 $'000 $'000 $'000
At 1 July
2014 36,586 - (332) (36,032) 1,029 1,251
Loss for
the year - - - - (1,648) (1,648)
---------- ----------
Total comprehensive
income - - - - (1,648) (1,648)
---------- ---------- ---------- ----------------- ----------- ---------
Other movements
Issue of
Shares 37 1,342 - - - 1,379
Expenses
of issue - (121) - (121)
Dividends - - - - (222) (222)
Share based
payments
charge - - - - 490 490
------- ------ ------ --------- --------- --------
Total other
movements 37 1,221 - - 268 1,526
------- ------ ------ --------- --------- --------
At 1 July
2015 36,623 1,221 (332) (36,032) (351) 1,129
Loss for
the Year - - - - (6,862) (6,862)
------- ------ ------ --------- --------- --------
Total comprehensive
income - - - - (6,862) (6,862)
------- ------ ------ --------- --------- --------
Other Movements
Issue of
Shares 54 523 - - - 577
Expenses
of issue - - - - - -
------- ------ ------ --------- --------- --------
Total other
movements 54 523 - - - 577
------- ------ ------ --------- --------- --------
At 30 June
2016 36,677 1,744 (332) (36,032) (7,213) (5,156)
======= ====== ====== ========= ========= ========
The following describes the nature and purpose of each reserve
within owners' equity.
Share capital - amount subscribed for share capital at nominal
value.
Share premium - amount subscribed for share capital in excess of
nominal value.
Issue costs reserve - directly attributable share issue
costs
Reorganisation reserve - amounts resulting from acquisitions
under common control.
Retained earnings - cumulative net gains and losses, share
option charges and distributions made.
Management Resource Solutions PLC
Consolidated Statement of Cash Flow
for the year ended 30 June 2016
2016 2015
$'000 $'000
Cash flow from operating
activities
Receipts from customers 21,653 18,606
Payments to suppliers and
employees (20,863) (19,592)
Interest received 8 13
Finance costs (260) (72)
Tax paid (322) -
Net cash flow from operating
activities 216 (1,045)
Cash flow from investing
activities
Purchase of non-current
assets (37) (105)
Acquisition of subsidiary
BPH, net of cash acquired (10,675) -
Net cash flow from investing
activities (10,712) (105)
Cash flow from financing
activities
Proceeds from/(Repayment)
of borrowings 9,950 (27)
Dividends paid - (222)
Proceeds from issue of
shares net of costs 577 1,257
Net cash flow from financing
activities 10,527 1,008
Net increase/(decrease)
in cash held 31 (143)
Cash and cash equivalents
at 1 July 2015 920 1,063
Cash and cash equivalents
at 30 June 2016 951 920
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
1 Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of
the financial statements are set out below. The policies have been
consistently applied to the periods presented, unless otherwise
stated.
These financial statements have been prepared on the historical
cost basis, on the basis of going concern and in line with
International Financial Reporting Standards (IFRS) and IFRIC
interpretations issued by the International Accounting Standards
Board (IASB) adopted by the European Union and in accordance with
applicable UK law.
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision only
affects that period or in the period of revision and future periods
if the revision affects both current and future periods.
Going concern
The financial statements have been prepared on the going concern
basis as, in the opinion of the Directors, at the time of approving
the financial statements, there is a reasonable expectation that
the Group will continue in operational existence for the
foreseeable future.
Closure of the former consulting business has brought major cost
savings and the Group has recently secured further finance
facilities. Based on these developments and on the Company's
ability to modify expenditure outlays further if required, and to
source additional funds, the Directors consider there are
reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable, and therefore
the going concern basis of preparation is considered to be
appropriate for the financial report for the year ended 30 June
2016. The Board of Directors are aware, having prepared a cashflow
forecast, of the Company's working capital requirements and the
need to access additional equity funding or asset divestment if
required within the next 12 months.
In the event that the Company is not able to continue as a going
concern, it may be required to realise assets and extinguish
liabilities other than in the normal course of business and perhaps
at amounts different to those stated in its financial report.
Basis of consolidation
Where the Group has control over an investee, it is classified
as a subsidiary. The Group controls an investee if all three of the
following elements are present: power over an investee, exposure to
variable returns from the investee, and the ability of the investor
to use its power of affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may
be a change in any of these elements of control. Subsidiaries are
fully consolidated from the date that control commences until the
date that control ceases. The consolidated financial statements
present the results of the Company and its subsidiaries ("the
Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore
eliminated in full.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
Business combinations
The consolidated financial statements incorporate the results of
business combinations using the purchase method. In the
consolidated balance sheet, the acquiree's identifiable assets,
liabilities and contingent liabilities are initially recognised at
their fair value at the acquisition date. The results of acquired
operations are included in the consolidated income statement from
the date on which control is obtained.
The Company was incorporated on 26 April 2012 for the purpose of
acquiring the entire issued share capital of Management Resource
Solutions Pty Ltd, which was previously the ultimate parent company
of the Group. This acquisition took place on 24 August 2012 by the
issue of the entire ordinary share capital of the Company to the
shareholders of Management Resource Solutions Pty Ltd in exchange
for their shareholdings in the Company.
This reconstruction is accounted for as an acquisition under
common control. Accordingly, the financial statements present the
Group results as a continuation of the results of the Group
previously headed by Management Resource Solutions Pty Ltd.
Corporate Income Tax
The income tax expense (income) for the year comprises current
income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to the profit or loss is the
tax payable on taxable income. Current tax liabilities (assets) are
measured at the amounts expected to be paid to (recovered from) the
relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax
asset and deferred tax liability balances during the year as well
as unused tax losses.
Current and deferred income tax expense (income) is charged or
credited outside the profit and loss when the tax relates to items
that are recognised outside the profit and loss.
Except for business combinations, no deferred income tax is
recognised from the initial recognition of an asset or liability,
excluding a business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax
rates that are expected to apply to the period when the asset is
realised or the liability is settled and their measurement also
reflects the manner in which management expects to recover or
settle the carrying amount of the related asset or liability. With
respect to non-depreciable items of property, plant and equipment
measured at fair value and items of investment property measured at
fair value, the related deferred tax liability or deferred tax
asset is measured on the basis that the carrying amount of the
asset will be recovered entirely through sale. When an investment
property that is depreciable is held by the Company in a business
model whose objective is to consume substantially all of the
economic benefits embodies in the property through use over time
(rather than through sale), the related deferred tax liability or
deferred tax asset is measured on the basis that the carrying
amount of such property will be recovered entirely through use.
Deferred tax assets relating to temporary differences and unused
tax losses are recognised only to the extent that it is probable
that future taxable profit will be available against which the
benefits of the deferred tax asset can be utilised.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
Where temporary differences exist in relation to investments in
subsidiaries, branches, associates, and joint ventures, deferred
tax assets and liabilities are not recognised where the timing of
the reversal of the temporary difference can be controlled and it
is not probable that the reversal will occur in the foreseeable
future.
Current tax assets and liabilities are offset where a legally
enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the
respective asset and liability will occur. Deferred tax assets and
liabilities are offset where: (a) a legally enforceable right of
set-off exists; and (b) the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities, where
it is intended that net settlement or simultaneous realisation and
settlement of the respective asset and liability will occur in
future periods in which significant amounts of deferred tax assets
or liabilities are expected to be recovered or settled.
Property, Plant and Equipment
Property, plant and equipment are measured on the cost basis and
are therefore carried at cost less accumulated depreciation and any
accumulated impairment losses. In the event the carrying amount of
plant and equipment is greater than its estimated recoverable
amount, the carrying amount is written down immediately to its
estimated recoverable amount and impairment losses recognised
either in profit or loss or as a revaluation decrease if the
impairment losses relate to a revalued asset.
Goodwill
Goodwill arising on the acquisition of a subsidiary represents
the excess of the fair value of the consideration given over the
fair value of the identifiable net assets acquired. Goodwill is
initially recognised as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses. Goodwill
impairment reviews are undertaken annually, or more frequently if
events or changes in circumstances indicate potential impairment.
The carrying value of goodwill is compared with the recoverable
amount, which is the higher of the value in use and the fair value
less costs to sell. Any impairment is recognised immediately as an
expense, separately disclosed in the intangible fixed asset note to
the financial statements, and is not subsequently reversed.
Where the fair value of the identifiable net assets acquired
exceeds the fair value of the consideration given, the excess is
recognised as a gain in the Consolidated Statement of Profit &
Loss.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
Depreciation
The depreciable amount of all fixed assets including
buildings and capitalised lease assets is depreciated
on a straight line basis over the asset's useful
life to the consolidated group commencing from the
time the asset is held ready for use. Leasehold improvements
are depreciated over the shorter of either the unexpired
period of the lease or the estimated useful lives
of the improvements.
The depreciation rates used for each class of depreciable
assets are:
Depreciation
Class of Fixed Asset Rate
Leasehold improvements 5% straight line
Plant and equipment
for hire 15 - 37.5% reducing balance
Leased plant and
equipment 40% straight line
Office equipment 15 - 37.5% straight 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.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These gains or
losses are included in the statement of comprehensive
income. When revalued assets are sold, amounts included
in the revaluation surplus relating to that asset
are transferred to retained earnings.
Leases
Leases of fixed assets, where substantially all the
risks and benefits incidental to the ownership of
the asset - but not the legal ownership - are transferred
to entities in the consolidated group, are classified
as finance leases.
Finance leases are capitalised by recording an asset
and a liability at the lower of the amounts equal
to the fair value of the leased property or the present
value of the minimum lease payments, including any
guaranteed residual values. Lease payments are allocated
between the reduction of the lease liability and
the lease interest expense for the period.
Leased assets are depreciated on a straight-line
basis over the shorter of their estimated useful
lives or the lease term.
Lease payments for operating leases, where substantially
all the risks and benefits remain with the lessor,
are recognised as expenses on a straight-line basis
over the lease term.
Lease incentives under operating leases are recognised
as a liability and amortised on a straight-line basis
over the life of the lease term.
Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised
when the company becomes a party to the contractual
provisions of the instrument. For financial assets
this is equivalent to the date that the company commits
itself to either purchase or sell the asset (i.e.
trade date accounting is adopted). Financial instruments
are initially measured at fair value plus transaction
costs, except where the
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
instrument is classified 'at fair value through profit
or loss' in which case transaction costs are expensed
to profit or loss immediately.
Impairment
At the end of each reporting period, the Group assesses
whether there is objective evidence that a financial
asset has been impaired. Impairment losses are recognised
in profit or loss immediately.
Impairment of non-financial assets
At the end of each reporting period, the Group assesses
whether there is any indication that an asset may
be impaired. The assessment will include considering
external sources of information and internal sources
of information. If such an indication exists, an
impairment test is carried out on the asset by comparing
the recoverable amount of the asset, being the higher
of the asset's fair value less costs to sell and
value in use to the asset's carrying amount. Any
excess of the asset's carrying amount over its recoverable
amount is recognised immediately in profit or loss
Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each group entity is measured
using the currency of the primary economic environment
in which that entity operates. The consolidated financial
statements are presented in Australian dollars which
is the parent entity's functional and presentation
currency.
Transactions and balances
Foreign currency transactions are translated into
functional currency using the exchange rates prevailing
at the date of the transaction. Foreign currency
monetary items are translated at the year-end exchange
rate. Non-monetary items are translated at the year
- end exchange rate. Non-monetary items measured
at historical cost continue to be carried at the
exchange rate at the date of the transaction. Non-monetary
items measured at fair value are reported at the
exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of
monetary items are recognised in profit or loss,
except where deferred in equity as a qualifying cash
flow or net investment hedge.
Exchange differences arising on the translation of
non-monetary items are recognised directly in other
comprehensive income to the extent that the underlying
gain or loss is directly recognised in other comprehensive
income; otherwise the exchange difference is recognised
in profit or loss.
Employee Benefits
An accrual is made for the Company's liability for
employee benefits in relation to the Company's unpaid
contribution to defined contribution benefit schemes.
The Company's obligations in respect of defined contribution
pension schemes are recognised as a cost in the income
statement.
Provisions
Provisions are recognised when the Group has a legal
or constructive obligation, as a result of past events,
for which it is probable that an outflow of economic
benefits will result and that outflow can be reliably
measured.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
Provisions are measured using the best estimate of
the amounts required to settle the obligation at
the end of the reporting period.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits
held at call with banks, other short-term highly
liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts
are shown within short-term borrowings in current
liabilities on the statement of financial position.
Revenue and Other Income
Revenue recognition relating to the provision of
services is determined with reference to the stage
of completion of the transaction at the end of the
reporting period and where outcome of the contract
can be estimated reliably. Stage of completion is
determined with reference to the services performed
to date as a percentage of total anticipated services
to be performed, based on surveys of work performed.
Where the outcome cannot be estimated reliably, revenue
is recognised only to the extent that related expenditure
is recoverable.
All revenue is stated net of VAT and similar taxes.
Trade and other receivables
Trade and other receivables include amounts due from
customers for goods sold and services performed in
the ordinary course of business. Receivables expected
to be collected within 12 months of the end of the
reporting period are classified as current assets.
All other receivables are classified as non-current
assets.
Trade and other receivables are initially recognised
at fair value and subsequently measured at amortised
cost using the effective interest method, less any
provision for impairment. Refer to Note 1(h) for
further discussion on the determination of impairment
losses.
Trade and Other Payables
Trade and other payables represent the liabilities
for goods and services received by the Group that
remain unpaid at the end of the reporting period.
Borrowing Costs
Borrowing costs are recognised in the statement of
consolidated income for the period in which they
are incurred.
Value Added Tax (VAT) and equivalent taxes
Revenues, expenses and assets are recognised net
of the amount of VAT, except where the amount of
VAT incurred is not recoverable VAT.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
Recent accounting developments, new standards, amendments
and Interpretations
(a) Standards, amendments and interpretations effective
in 2016 and applied by the Group:
The Company has adopted the following revisions and
amendments to IFRS issued by the International Accounting
Standards Board, which are relevant to and effective
for the Group's financial statements for the period
beginning 1 July 2015.
* IFRS 2 Share-based Payment - Definitions of vesting
conditions
* IFRS 3 Business Combinations - Accounting for
contingent consideration in a business Combination
* IFRS 8 Operating Segments - Aggregation of operating
segments
* IFRS 8 Operating Segments - Reconciliation of the
total of the reportable segments' assets to the
* entity's assets
* IAS 16 Property, Plant and Equipment and IAS 38
Intangible Assets - Revaluation method -
proportionate restatement of accumulated
depreciation/amortisation
* IAS 24 Related Party Disclosures - Key management
personnel
The Directors have assessed that the adoption of
these revisions and amendments did not have an impact
on the financial position or performance of the Company.
(b) Standards, amendments and interpretations that
are not yet effective and have not been early adopted:
At the date of authorisation of these financial statements,
the following Standards and Interpretations which
have not been applied in these financial statements
were in issue but not yet effective:
Effective date - periods beginning on or after 1
January 2016
* IFRS 10 and IAS 28 Sale or Contribution of Assets
between an Investor and its Associate or Joint
* Venture - Amendments to IFRS 10 and IAS 28
* IFRS 10, IFRS 12 and IAS 28 Investment Entities:
Applying the Consolidation Exception - Amendments to
IFRS 10, IFRS 12 and IAS 28
* IFRS 11 Accounting for Acquisitions of Interests in
Joint Operations - Amendments to IFRS 11
* IFRS 14 Regulatory Deferral Accounts
* IAS 1 Disclosure Initiative - Amendments to IAS 1
* IAS 16 and IAS 38 - Clarification of Acceptable
Methods of Depreciation and Amortisation - Amendments
to IAS 16 and IAS 38
* IAS 16 and IAS 41 Agriculture - Bearer Plants -
Amendments to IAS 16 and IAS 41
* IAS 27 - Equity Method in Separate Financial
Statements - Amendments to IAS 27
* IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations - Changes in methods of
* disposal
* IFRS 7 Financial Instruments: Disclosures - Servicing
contracts
* IFRS 7 Financial Instruments: Disclosures -
Applicability of the offsetting disclosures to
condensed interim financial statements
* IAS 34 Interim Financial Reporting - Disclosure of
information 'elsewhere in the interim financial
* report'
* IAS 19 Employee Benefits - Discount rate: regional
market issue
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
1 Accounting policies (continued)
Effective date -periods beginning on or after 1 January
2017
- IAS 7 Disclosure Initiatives - Amendments to IAS
7
- IAS 12 Recognition of Deferred Tax Assets for Unrealised
Losses - Amendments to IAS 12
Effective date - periods beginning on or after 1
January 2018
- IFRS 15 Revenue from Contracts with Customers
- IFRS 9 Financial Instruments
Effective date - periods beginning on or after 1
January 2018
- IFRS 16 Leases
The Directors do not consider that the implementation
of any of these new standards will have a material
impact upon reported income or reported net assets.
-----------------------------------------------------------------------------------------
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
2 Critical Accounting Estimates and Judgements
The Directors evaluate estimates and judgments incorporated into
the financial statements based on historical knowledge and best
available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and
economic data, obtained both externally and within the Group.
Key estimates and judgements
(i) Impairment
The Group assesses impairment at the end of each reporting
period by evaluation of conditions and events specific to the Group
that may be indicative of impairment triggers. Recoverable amounts
of relevant assets are reassessed using value-in-use calculations,
which incorporate various key assumptions.
(ii) Revenue recognition
Revenue on long-term contracts requires estimates to be made of
the degree of completion and accordingly the amount of revenue and
direct costs to recognise at accounting dates.
(iii) Purchase consideration - Bachmann Plant Hire Pty Ltd
('BPH')
Under the term of the acquisition, deferred payments will become
due to the vendors computed by reference to earnings achieved by
BPH in future periods. The total consideration has been computed on
the assumption that the earnings targets specified will be achieved
but not exceeded.
(iv) Losses on termination of contracts
Following the decision to terminate these contracts, full
provision has been made for all contract costs incurred and it has
been assumed that no further amounts will be received in respect of
the outstanding sales invoices at 30 June 2016.
(v) Going concern
As explained in the accounting policy set out in note 1, the
financial statements have been prepared on the going concern basis
which assumes that the Group will continue in operational existence
for the foreseeable future.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
3 Revenue
Revenue represents amounts invoices to customers for services
provided, exclusive of Value Added Tax and similar taxes.
4 Operating segments
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker has been identified as the Board
of Directors.
Segmental information is as follows:
2016 Papua Australia Australia Corporate Adjustments Total
New Contracting Plant
Guinea Hire
$'000 $'000 $'000 $'000 $'000 $'000
Revenue 8,355 4,801 12,075 - - 25,231
Cost of sales (4,869) (5,314) (9,353) - - (19,536)
Administration
expenses (4,916) (3,883) (2,212) (861) - (11,872)
Depreciation (39) (32) (1,117) (1,188)
Gain on acquisition
of subsidiary - - - - 808 808
-------- ------------- ---------- ---------- ------------ ---------
Operating profit/(loss) (1,469) (4,428) (607) (861) 808 (6,557)
======== ============= ========== ========== ============ =========
Segment assets 183 831 20,164 142 - 21,417
Segment liabilities (1,570) (14,458) (10,083) (463) - (26,573)
======== ============= ========== ========== ============ =========
2015 Papua Australia Australia Corporate Adjustments Total
New Contracting Plant
Guinea Hire
$'000 $'000 $'000 $'000 $'000 $'000
Revenue 9,793 7,296 - - - 17,089
Cost of sales (8,297) (5,934) - - - (14,231)
Administration
expenses (93) (2,519) - (1,933) - (4,545)
Operating (loss) 1,403 (1,157) - (1,933) - (1,687)
======== ============= ========== ========== ============ =========
Segment assets 603 877 - 1,015 - 2,495
Segment liabilities (720) (212) - (411) - (1,343)
======== ============= ========== ========== ============ =========
Revenues from transactions with customers exceeding 10% of total
revenue were as follows:
2016 2015
$'000 $'000
Customer A 981 6,845
Customer B 10,236 10,244
Customer C 5,970 -
Others 8,044 -
------- -------
25,231 17,089
Management Resource Solutions PLC
Notes to the consolidated Balance Sheet
for the year ended 30 June 2016
(continued)
5 Administrative expenses
Acquisition expenses of $876,000 (2015-$1,421,000) represent the
professional fees and other associated costs incurred in the
acquisition of Bachmann Plant Hire Pty. Ltd. and, in 2015, in the
listing of the Company's share capital on AIM together with fees
and other costs incurred in the abortive pursuit of a corporate
acquisition.
Amounts written off on terminated contracts of $6,588,000
(2015-Nil) represent accounts receivable at 30 June 2016 relating
to two terminated contracts within the former consulting business,
now considered uncollectible and accordingly written off.
Details of the share based payments charge are set out in note
23.
6 Operating profit 2016 2015
$'000 $'000
This is stated after charging
the following:
Depreciation and amortisation 1,136 227
Lease payments 56 89
Impairment losses 6,588 -
Foreign exchange differences 35 11
Employee benefit expenses 712 601
7 Auditors' remuneration 2016 2015
$'000 $'000
Fees payable to the Group's
auditors for audit of the
annual accounts
Audit of the Company and
the consolidation 50 40
Audit of subsidiaries by
Group auditors - 16
Audit of subsidiaries by
other auditors 62 11
Fees payable to the Group's
auditors for other services
report for listing - 140
tax services - 35
112 242
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
8 Staff costs and directors' 2016 2015
emoluments
$'000 $'000
Staff costs (including
directors) Group
Wages and salaries 6,712 5,233
Pension costs 195 425
Social security costs 71 314
6,978 5,972
2016 2015
$'000 $'000
Directors' emoluments Group
Fees and salaries 732 606
Social security costs 41 38
773 644
The remuneration, of the highest paid director was $458,322
(2015 - $391,362).
The key management personnel of the Group are considered to be
the Directors
9 Staff numbers
The average monthly number of employees (including directors)
during the year was as follows:
2016 2015
Number Number
Group
Technical 99 32
Administrative 15 13
------- -------
114 45
======= =======
Company
Administrative 1 1
10 Finance costs 2016 2015
$'000 $'000
Interest expense 260 -
260 -
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
11 Taxation
Group
(a) The tax charge/(credit)
comprises
2016 2015
$'000 $'000
Current tax 398 -
Deferred tax (93) (39)
Under provision in respect - -
of prior years
------ ------
305 (39)
(b) Reconciliation of
total tax charge:
2016 2015
$'000 $'000
Accounting loss before
tax (6,557) (1,687)
Tax at Australian statutory income tax
rate of 30% (2015 - 30%) (1,967) (506)
Effects of:
* unrelieved losses of the parent company 1,497 537
- -
* under-provision for income tax in prior years
* depreciation and amortisation 153 (13)
12 -
* other non-allowable items
* profits taxable at lower rates - (57)
Tax (credit)/charge 305 (39)
12 Dividend Paid
2016 2015
$'000 $'000
Interim dividend of 0.35p per
share paid on 10 April 2015 - 222
- 222
13 (Loss)/earnings per share
The calculation of basic (loss)/earnings per ordinary share
attributable to equity holders of the parent company is based on a
loss of $6,862,110 (2015 - loss of $1,648,000) and on 33,173,480
(2015-31,730,837) ordinary shares, being the weighted average
number of ordinary shares in issue during the year.
There is no difference between basic earnings per share and
diluted earnings per share as the Group reported a loss for the
year.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
14 Property, plant and equipment
Leasehold Plant Leased Total
Improvements & plant &
equipment equipment
$'000 $'000 $'000 $'000
Cost
At 1 July 2014 6 248 32 286
Additions - 95 122 217
Disposals - (17) - (17)
Reallocation - (167) 167 -
-------------- ----------- ----------- -------
At 1 July 2015 6 159 321 486
Additions - 37 - 37
Acquired with
Subsidiary - 14,245 - 14,245
Disposals - - (61) (61)
Reallocation - - - -
-------------- ----------- ----------- -------
At 30 June 2016 6 14,441 260 14,707
-------------- ----------- ----------- -------
Depreciation
At 1 July 2014 6 107 18 131
Charge for the
year 76 19 95
Eliminated on
disposals - - - -
Reallocation - (108) 108 -
-------------- ----------- ----------- -------
At 1 July 2015 6 75 145 226
Change for the
year - 1,100 36 1,136
Eliminated on
disposals - - (37) (37)
Reallocation - - - -
At 30 June 2016 6 1,175 144 1,325
-------------- ----------- ----------- -------
Net book value
At 30 June 2016 - 13,266 116 13,382
-------------- ----------- ----------- -------
At 30 June 2015 - 84 176 260
-------------- ----------- ----------- -------
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
15 Subsidiaries
The consolidated financial statements include the financial
statements of Management Resource Solution PLC and the following
subsidiaries:
Proportion of
voting rights
and of equity
interest
2016 2015
Management Resource Solutions
Pty Ltd Australia 100% 100%
MRS PNG Limited UK 100% 100%
MRS Guernsey Limited Guernsey 100% 100%
Bachmann Plant Hire Pty. Australia 100% -
Ltd.
The principal activity of Management Resource Solutions Pty Ltd
and MRS Guernsey Limited is the supply of technical and strategic
services. The principal activity of Bachmann Plan Hire Pty. Ltd is
plant hire.
The other subsidiaries are dormant. Subsequent to year end three
of these entities entered some form of Administration (refer Note
28).
On 28 January 2016, the company's wholly-owned subsidiary,
Management Resource Solutions Pty Ltd, acquired the entire issued
share capital of Bachmann Plant Hire Pty Ltd ("BPH").
The acquisition had the following estimated effect on the
group's assets and liabilities.
Book value Fair value Fair
adjustments value
$'000 $'000 $'000
Fair value of net assets
of entity acquired:
Plant and equipment 8,000 6,245 14,245
Inventories 241 - 241
Trade and other receivables 8,852 - 8,852
Cash 185 - 185
Trade and other payables (4,397) - (4,397)
Deferred tax assets 355 - 355
12,526 6,245 18,771
Under the acquisition agreement, the purchase consideration of
$17,962,601 was to be satisfied as follows:
$'000
Basic consideration 8,200
Payment for net current
assets at completion 5,763
Liabilities assumed -
Deferred consideration 4,000
17,963
The gain on acquisition of $807,610 has been recognised in the
consolidated income statement.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
15 Subsidiaries (continued)
The deferred consideration is payable in three equal instalments
in October 2016, 2017 and 2018. Each instalment is adjustable
upwards or downwards should the earnings before interest, tax and
depreciation of BPH for the year ended on 30 June in the relevant
year fall outside a specified range. The directors believe that it
is likely that the earnings will fall within the specified range
and that the deferred payments will accordingly prove to be the
basic amounts; the total purchase consideration has been computed
on that assumption. The deferred consideration can be paid in cash
or ordinary shares in the Company, or a mixture of both, at the
option of the Company.
The first instalment of the deferred consideration will be
settled by the issue of new ordinary shares in the company, upon
resumption of trading in the company's ordinary shares on AIM.
During the period following acquisition, BPH contributed
$608,179 to the loss before taxation. Had BPH been a member of the
Group throughout the year ended 30 June 2016 it is estimated that
its contribution to earnings would have been a pre-tax profit of
$2,169,983.
16 Deferred tax
Opening (Charged)/ (Charged)/ Closing
Balance Credited Credited Balance
to Profit/Loss to Directly
to Equity
$'000 $'000 $'000 $'000
Deferred tax assets
Accruals - employee
benefits 39 21 - 60
Other 125 9 - 134
Balance at 30 June 2015 168 30 - 194
Accrual - employee benefits 60 131 - 191
Other 134 42 - 176
Balance at 30 June 2016 194 173 - 367
Deferred tax liability
Timing differences 15 (10) - 5
Balance at 30 June 2015 15 (10) - 5
Timing differences 5 1 - 6
Balance at 30 June 2016 5 1 - 6
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
16 Deferred tax (continued)
There is an unrecognised deferred tax asset in the Group of
approximately $426,000 (2014 - $68,000) in respect of tax losses
which has not been included in the balance sheet owing to
uncertainty that it will prove recoverable.
17 Trade and other receivables 2016 2015
(current)
$'000 $'000
Trade receivables 6,332 1,034
Prepayments 8 11
Other receivables 143 76
6,483 1,121
Included within trade receivables were retentions of $431,820
(2015 - $431,820).
.
The Company's ageing of trade receivables
is as follows:
Current 5,010 206
1 - 30 days 1,099 614
31 - 60 days 2,170 123
61 - 90 days 3,115 111
> 90 days 1,717 189
Provision for bad and doubtful
debts (6,780) (209)
-------- --------
6,332 1,034
18 Trade and other payables 2016 2015
(current)
$'000 $'000
Trade creditors and accruals 6,910 318
Other creditors 595 336
Corporate income tax 41 -
Employee benefits provision 457 275
Owing to a former Director 323 323
Current Liabilities - BPH 4,436 -
Earnout Payments
12,762 1,343
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
19 Borrowings 2016 2015
$'000 $'000
Current
Lease liability secured 45 91
Loan from EFIC 187 -
Bank loans 4,570 -
Total current borrowings 4,802 91
Non-Current
Lease liability secured 27 18
Bank loans 5,230 -
Total non-current borrowings 5,257 18
Total Borrowings 10,059 109
Assets pledged as security
are:
Plant and equipment - -
Leased plant and equipment 10,059 109
10,059 109
Analysis of borrowings by
maturity is as follows
0 - 6 months 3,722 45
6 - 12 months 1,106 46
1 - 2 years 3,525 18
2 - 5 years 1,705 -
20 Financial instruments
The Group's financial instruments consist of deposits with
banks, money market instruments, short-term investments, accounts
receivable and payable, and borrowings. The totals for each
category of financial instrument, measured in accordance with IAS
39 as detailed in the accounting policies to these financial
statements, are as follows:
2016 2015
$'000 $'000
Financial assets
Cash and cash equivalents 951 920
Receivables 6,475 1,110
Total Financial Assets 7,426 2,030
======= ======
Financial liabilities
Trade and other payables 15,429 1,252
Borrowings 10,059 109
Total Financial Liabilities 25,488 1,361
======= ======
In the opinion of the Directors, the fair value of the financial
assets and financial liabilities is the same as the amount stated
above.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
20 Financial instruments (continued)
Financial Risk Management/Capital Management Policies
The Directors' overall risk management strategy seeks to assist
the Company in meeting its financial targets, whilst minimising
potential adverse effects on financial performance. Risk management
policies are approved and reviewed by the Board of Directors on a
regular basis. These include the credit risk policies and future
cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial
instruments are credit risk and liquidity risk. There have been no
substantive changes in the types of risks the Company is exposed
to, how these risks arise, or the Board's objectives, policies and
processes for managing or measuring the risks from the previous
period.
a. Credit risk
Exposure to credit risk relating to financial assets arises from
the potential non-performance by counterparties of contract
obligations that could lead to a financial loss to the Group. The
Group is also exposed by virtue of its concentration on a small
number of major clients. The Group's maximum exposure to credit
risk is its total receivables.
Credit risk is managed through maintaining procedures ensuring,
to the extent possible, that customers and counterparties to
transactions are of sound credit worthiness and includes the
utilisation of systems for the approval, granting and renewal of
credit limits, the regular monitoring of exposures against such
limits and the monitoring of the financial stability of significant
customers and counterparties. Such monitoring is used in assessing
receivables for impairment. Depending on the division within the
Group, credit terms are generally 15 to 30 days from the date of
invoice.
Risk is also minimised through investing surplus funds in
financial institutions that maintain a high credit rating or in
entities that the finance committee has otherwise assessed as being
financially sound. Where the Group is unable to ascertain a
satisfactory credit risk profile in relation to a customer or
counterparty, the risk may be further managed through title
retention clauses over goods or obtaining security by way of
personal or commercial guarantees over assets of sufficient value
which can be claimed against in the event of any default.
b. Liquidity risk
Liquidity risk arises from the possibility that the Group might
encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages
this risk through the following mechanisms:
3/4 preparing forward-looking cash flow analyses in relation to
its operational, investing and financing activities;
3/4 managing credit risk related to financial assets;
3/4 only investing surplus cash with major financial institutions; and
3/4 comparing the maturity profile of financial liabilities with
the realisation profile of financial assets.
At the balance sheet date the Group's only borrowings were those
set out in note 19 and all cash resources were available on
demand.
Management Resource Solutions PLC
Notes to the consolidated financial statements
for the year ended 30 June 2016
(continued)
21 Share capital
Authorised, issued and Ordinary Shares Deferred Shares
fully paid
Number $'000 Number $'000
At 1 July 2015 32,816,682 403 30,400,015 36,220
24 May 2016 Issue of shares
for cash 3,529,411 54 - -
At 30 June 2016 36,346,093 457 30,400,015 36,220
On 24 May 2016, the Company issued 3,529,411 new Ordinary Shares
by way of a placing for cash at 8.5p per share to raise GBP300,000
(approximately $0.6 million) before expenses.
22 Warrants
In connection with its admission to listing on AIM on 11
December 2014, the Company issued 2,566,667 warrants to subscribe
for new Ordinary Shares, at 30p per share, to investors and
advisors. The Warrants are exercisable in whole or in part until
the third anniversary of the admission to listing (11 December
2017) and are non-transferable. No warrants were exercised during
the year and all remained outstanding at 30 June 2016. No
application has been made or will be made for the Warrants to be
admitted to trading on AIM.
23 Share based payment arrangements
Grant of Options
On 11 December 2014, in connection with the admission to listing
of the Company's Share Capital, the following options over ordinary
shares of EUR0.01 in the capital of the Company ("Ordinary Shares")
were granted to directors and employees of the company.
No of Exercise
Options Price
Paul Morffew (former
director) 1,640,834 30p
Murray D'Almeida (director) 492,250 30p
Timothy Jones (director) 492,250 30p
Employees 239,083 30p
Employees 400,000 EUR0.01
----------
3,264,417
Management Resource Solutions PLC
Notes to the consolidated Balance Sheet
for the year ended 30 June 2015
(continued)
23 Share based payment arrangements (continued)
Grant of Options (continued)
The options are exercisable (in whole or in part) at any time up
to the seventh anniversary of the date of the grant after which
they will lapse.
The Group recognised a share based payment charge of $nil (2015
$216,813) being 0.5p and 25.2p per share in respect of the options
exercisable at 30p and EUR0.01 respectively (calculated using the
Black-Scholes Model).
The inputs to the Black-Scholes Model were as follows:
Share Price 30p
Exercise price 30p or EUR0.01 as applicable
Expected volatility 30%
Risk free rate of interest 0.5%
Expected life 2 years
All 3,264,417 options, representing 9.9% of the Company's issued
share capital, were outstanding at 30 June 2016.
No options over ordinary shares were granted during the year
ended 30 June 2016.
24 Reserves
Reserve Description and purpose
Share capital Amount subscribed for share capital at nominal value.
Share premium Amount subscribed for share capital in excess of
minimal value, net of allowable expenses.
Issue costs reserve Costs associated with the reorganisation described under "Business combinations: in note 1.
Reorganisation reserve Excess of the nominal value of shares
issued in exchange for the shares in Management Resource Solutions
Pty Ltd.
Retained earnings Cumulative net gains and losses recognised in the statement of comprehensive income.
Details of movements in each reserve are set out in the
Consolidated Statement of Changes in Equity.
Management Resource Solutions PLC
Notes to the consolidated Balance Sheet
for the year ended 30 June 2016
(continued)
25 Leasing commitments
2016 2015
$'000 $'000
Finance lease commitments
Payable - minimum lease
payments
no later than 12 months 45 91
between 12 months and
two years 27 18
between two and five years - -
Minimum lease payments 72 109
Less future finance charges - -
Present value of minimum
lease payment 72 109
There are seven finance leases on motor vehicles. Two commenced
in 2012, which have a five year term with an option to refinance at
the end. Five commenced during 2013, which have a three year term.
Of these four have an option to refinance at the end of the
term.
Operating lease commitments
Non-cancellable operating leases
contracted for but not recognised
in the financial statements
Payable - minimum lease
payments
no later than 12 months - 56
The Company had no leasing
commitments. - 56
26 Related party transactions
Disclosure regarding remuneration of the Directors is given in
note 8, and the Directors' Report. Details of the Group's
subsidiaries, which are considered to be related parties, are given
in note 15.
Environmental Auditors Australia Pty Ltd, a company controlled
by Paul Morffew, a director, and his wife, provided office space at
a charge of $62,000 (2015 - $56,000).
At the balance sheet date there was an interest free loan to the
Company of $323,000 (2015 - $323,000) from Paul Morffew, a
director. The loan has no specified repayment terms.
27 Contingent asset
The Directors have formed a view that the Company may have a
negligence claim against a former employee or employees.
Accordingly, the Company has engaged forensic accountants to
investigate documents and transactions relating to representations
made to external parties critical to the continued operation of the
Company. At the date of this report, the investigation is
ongoing.
Management Resource Solutions PLC
Notes to the consolidated Balance Sheet
for the year ended 30 June 2016
(continued)
28 Subsequent events
-- On 28 October 2016 Paul Morffew was removed as director. Paul
Morffew was also removed as Chief Executive Officer. The day to day
operations of the company have remained otherwise unchanged.
-- On 21 November 2016 Aiotec GmbH gave notice of immediate
termination of the Rosehill polypropylene plant dismantling
project. Unpaid receivables owed to the Company by Aiotec GmbH have
been impaired due to doubts as to recoverability.
-- On 29 November 2016 Aiotec GmbH called their bank guarantee
in the amount of $600,000 resulting in an increase in the Group's
financial liabilities of a similar amount.
-- On 15 December 2016 MRS Guernsey Limited, a wholly owned
subsidiary, was placed into Voluntary Liquidation.
-- On 17 February 2017 MRS PNG Limited, a wholly owned
subsidiary, was placed into Voluntary Liquidation.
-- On 7 February 2017 Management Resource Solutions Pty Ltd was
placed into Voluntary Administration.
-- On 17 March 2017 Murray d'Almeida resigned as a director and
Chris Berkefeld was reappointed as director and chairman.
Acquisition of business
On 30 September 2016 the Company, through an Australian
subsidiary, acquired the business and various assets of SubZero
Group Limited ("SZG") for a total consideration of $6.12 million
(comprising a cash payment of $1 million on settlement, a deferred
payment of $500,000 payable in cash 12 months after the date of
completion and the issue of 7,596,967 new ordinary shares of
EUR0.01 each in Management Resource Solutions plc).
The acquisition had the following estimated effect on the
group's assets and liabilities.
Fair
value
$'000
Fair value of net assets
acquired:
Plant and equipment 4,200
Inventories 600
Work in Progress 800
Prepayments 400
Annual and other employee
entitlements (1,043)
4,957
Issue of shares
On 30 August 2016, 26,666,667 new ordinary shares in the Company
were issued by way of a placing for cash to raise GBP2.8 million
(approximately $4.9 million) before expenses.
On 20 October 2016, 228,571 new ordinary shares in the Company
were issued in settlement of a liability of GBP24,000
($38,414).
On 20 October 2016, 7,596,967 new ordinary shares in the Company
were issued as part consideration for the acquisition of the
business and various assets of SubZero Group Limited ($4.62
million).
Details of ordinary shares issued in connection with the
acquisition of BPH are given in note 15.
Management Resource Solutions PLC
Parent company Balance Sheet
at 30 June 2016
2016 2015
Notes $'000 $'000
Fixed assets
Investments in subsidiaries 4 - 1,245
Current assets
Trade and other receivables 5 53 815
Cash assets 60 753
113 1,568
--------- ---------
Total assets 113 2,813
========= =========
Current liabilities
Amounts falling due within
one year 6 (4,080) (2,367)
Net assets (3,967) 446
Capital and reserves
Share capital 7 36,677 36,623
Share premium 1,744 1,221
Issue costs reserve 8 (193) (193)
Reorganisation reserve (35,341) (35,341)
Retained earnings 8 (6,854) (1,864)
Shareholders' funds (3,967) 446
The financial statements were approved by the board of Directors
and authorised for issue on 29 March 2017 and were signed on its
behalf by:
Joe Clayton Timothy Jones
Director Director
Management Resource Solutions PLC
Parent company Statement of Changes in Equity
at 30 June 2016
Share Capital Share Issue Reorganisation Retained Total
Premium costs reserve earnings equity
reserve
$'000 $'000 $'000 $'000 $'000 $'000
At 1 July 2014 36,586 - (193) (35,341) (341) 711
Loss for the year - - - - (1,791) (1,791)
---------------- ----------
Total comprehensive income - - - - (2,132) (1,080)
---------------- ---------- ---------- ----------------- ----------- ---------
Other movements
Issue of Shares 37 1,342 - - - 1,379
Expenses of
issue - (121) - (121)
Dividends - - - - (222) (222)
Share based
payments charge - - - - 490 490
------- ------ ------ --------- ----------- --------
Total other
movements 37 1,221 - - 268 1,526
------- ------ ------ --------- ----------- --------
At 1 July 2015 36,623 1,221 (193) (35,341) (1,864) 446
Loss for the
Year - - - - (4,990) (4,990)
------- ------ ------ --------- ----------- --------
Total comprehensive
income - - - - (6,862) (6,544)
------- ------ ------ --------- ----------- --------
Other Movements
Issue of Shares 54 523 - - - 577
Expenses of
issue - - - - - -
------- ------ ------ --------- ----------- --------
Total other
movements 54 523 - - - 577
------- ------ ------ --------- ----------- --------
At 30 June 2016 36,677 1,744 (193) (35,341) (6,854) (3,967)
======= ====== ====== ========= =========== ========
Management Resource Solutions PLC
Notes to the parent company Balance Sheet for the year ended
June 2015
The separate financial statements of the Company are presented
as required by the Companies Act 2006
1 Accounting policies
Basis of preparation
The accounts are prepared under the historical cost convention
and in accordance with applicable UK accounting standards. FRS 102
has been adopted with no consequential effect on the reported
information.
Going concern
The financial statements have been prepared on the going concern
basis as, in the opinion of the Directors, at the time of approving
the financial statements, there is a reasonable expectation that
the Group will continue in operational existence for the
foreseeable future.
Closure of the former consulting business has brought major cost
savings and the company has recently secured further finance
facilities. Based on these developments and on the Company's
ability to modify expenditure outlays further if required, and to
source additional funds, the Directors consider there are
reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable, and therefore
the going concern basis of preparation is considered to be
appropriate for the financial report for the year ended 30 June
2016. The Board of Directors are aware, having prepared a cashflow
forecast, of the Company's working capital requirements and the
need to access additional equity funding or asset divestment if
required within the next 12 months.
In the event that the Company is not able to continue as a going
concern, it may be required to realise assets and extinguish
liabilities other than in the normal course of business and perhaps
at amounts different to those stated in its financial report.
Investments
Investments are stated at cost less provision for any permanent
diminution in value. Amounts receivable from subsidiary
undertakings are assessed for impairment and provisions made where
appropriate.
2 Loss attributable to members of the parent company
The loss dealt with in the financial statements of the parent
company is $4,990,000 (2015 - $1,791,000). As permitted by s408 of
the Companies Act 2006, the Company has elected not to present its
own profit and loss account for the year.
3 Staff costs and directors' emoluments
These are disclosed in note 8 & 9 to the consolidated
financial statements.
4 Investments in subsidiaries 2016 2015
$'000 $'000
Cost
At 1 July 2015 1,245 1,245
Impairment (1,245) -
At 30 June 2016 - 1,245
Details of holdings in subsidiary companies are set out in note
15 to the consolidated financial statement. The value of
investments in subsidiaries that have been placed into
administration subsequent to year end has been impaired.
Management Resource Solutions PLC
Notes to the parent company Balance Sheet for the year ended
June 2015
(continued)
5 Trade and other receivables 2016 2015
$'000 $'000
Prepayments - -
Other debtors 53 204
Amounts owing by group undertakings - 611
53 815
Impairment losses on the loans to subsidiary companies
were made with reference to the net asset value of
those companies and their ability to repay the loans.
Where this resulted in the loan having a fair value
lower than its carrying value, the loans were impaired.
Loans do not bear interest, are unsecured and have
no fixed terms of repayment.
Intercompany loans totalling $2,951,717 have been
impaired.
6 Creditors: amounts falling due
within one year
$'000 $'000
Trade creditors and accruals 140 107
Other creditors - 88
Amounts owed to group undertakings 3,617 1,849
Amount owing to a former
Director 323 323
4,080 2,367
7 Share capital
Details of the share capital are set out in note 21 to the
consolidated financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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