Staffing 360 Solutions
Annual Report 2015

Plain-text annual report

PEOPLE | SKILLS | JOBS ANNUAL REPORT 2015 For the year ended 31 December 2015 02 Staffline Group plc • Annual Report 2015 Company details Contents Strategic Report Group Overview Group Strategy Chairman’s and Chief Executive’s Statement Finance Director’s Statement Principal risks and uncertainties Governance Corporate Governance Statement Report on Remuneration Report of the Directors Independent Auditor’s Report Consolidated Financial Statements Consolidated Statements 04-05 06-07 08-13 14-17 18-21 22-24 25 26-27 28-29 30-33 Notes to the Consolidated Financial Statements 34-59 Company Statutory Financial Statements Independent Auditor’s Report Company Statements Notes to the Company Financial Statements 60-61 62-64 65-73 Company registration number: 05268636 Registered office: 19 – 20 The Triangle NG2 Business Park Nottingham NG2 1AE Directors: Andy Hogarth (Group Chief Executive) Dame Christine Braddock (Non-Executive Director) Diane Martyn (Group Managing Director) Ed Barker (Non-Executive Director) John Crabtree (Non-Executive Chairman) Phil Ledgard (Group Finance Director) Secretary: Phil Ledgard Nominated advisor and joint broker: Liberum Capital Ropemaker Place 25 Ropemaker Street London EC2Y 9LY Joint broker: Berenberg 60 Threadneedle Street London EC2R 8HP Registrars: Computershare Investor Services plc PO Box 859 The Pavilions Bridgewater Road Bristol BS99 1XZ Bankers: Lloyds Bank plc 33 Old Broad Street London BX2 1LB HSBC Bank plc Grove Park Penman Way Enderby LE19 1SY Solicitors: Browne Jacobson LLP Mowbray House Castle Meadow Road Nottingham NG2 1BJ Brabners Chaffe Street LLP 55 King Street Manchester M2 4LQ Wragge & Co LLP 55 Colmore Row Birmingham B3 2AS Statutory Auditors: PricewaterhouseCoopers LLP Chartered accountants and statutory auditors 19 Cornwall Street Birmingham B3 2DT Financial and trade PR: Buchanan Communications 107 Cheapside London EC2V 6DN Staffline Group plc • Annual Report 2015 03 S t r a t e g i c R e p o r t Visit our website to stay up to date with our latest news: www.staffline.co.uk 04 Staffline Group plc • Annual Report 2015 Strategic Report Group overview for the year ended 31 December 2015 Staffline Group plc • Annual Report 2015 05 S t r a t e g i c R e p o r t Welcome to Staffline Group plc’s Annual Report 2015 The Staffline Group was established in 1986 and since then has grown into a national organisation specialising in the provision of managed workforces to the logistics, e-retail, manufacturing, driving, agriculture, food processing and support services sectors. We use training and business improvement techniques to ensure increased levels of efficiency to give our clients a significant commercial advantage. The acquisitions of EOS in 2012, Avanta in 2014, and A4e in 2015 being key suppliers in the welfare to work, employability and skills sectors, have created further robust business streams to complement our Staffing business. This has created a holistic group encompassing the entire work lifecycle, and has been rebranded PeoplePlus. This is encapsulated in our brand message of People Skills Jobs. Highlights Financial • Revenues up 40% to £702.2 million (2014: £503.2 million) • Group gross profit up 34% to £86.8 million (2014: £64.8 million) • Underlying* profit before tax up 52% to £28.3 million (2014: £18.6 million) • Underlying diluted earnings per share up 55% to 92.4p (2014: 59.7p) • Final dividend of 12.5p; total dividend for the year of 20p (2014: 13.5p), an increase of 47% About Staffline Staffline is a leading outsourcing organisation providing Staffing services to industry, supplying up to 45,000 workers every day to more than 1,300 clients. In the last five years the Group has also grown to become a leading provider of services in to the Government funded Employability (Welfare to Work), Justice and Skills arena. The business comprises two key areas: Staffing Services Specialising in providing complete labour solutions in agriculture, food processing, manufacturing, e-retail, driving, and the logistics sectors, the recruitment business operates from well over 300 locations in the UK, Eire and Poland. The Staffing brands include: * Underlying figures are stated before amortisation of acquired intangible assets, acquisition and exceptional re-organisation costs in PeoplePlus and the non-cash charge for share based payment costs (“SBPC”) • Staffline OnSite, based on clients’ premises and providing both blue and white collar, out-sourced, temporary workforces Operational • Select Appointments, a high street branch-based operation providing white collar office staff, • On track to meet five year growth ambition of £1bn in sales • Staffline Express, a high street branch based operation by 2017 • Record organic growth of the OnSite business - Increased by net 70 sites during the reporting period to 305 (2014: 235) - Strategic initiatives to support growth and customers through industry trends, including HGV driver shortage • Successful integration of three acquisitions - Employability division: A4e in May 2015, now integrated and rebranded as PeoplePlus - Staffing division: Milestone Operations in September 2015 (HGV drivers) and Diamond Recruitment in October 2015 (in Northern Ireland) • PeoplePlus benefiting from significantly enhanced position in Employability arena - 15 new government contracts won and extended during the year - Successful franchise of Avanta Saudi Arabia operations - Well placed to grow within current Parliament and beyond • Record new business pipeline continued into the new financial year with additional contracts due to start in Q1 2016 • Driving Plus, providing HGV drivers to the driving industry • Staffline Agriculture, providing workers to the UK farming and growing sectors Employability Comprising the PeoplePlus brand, Government contracts include: • Work Programme, prime contractor in nine regions and sub-contracts in five regions in England • Steps to Success, prime contractor in Northern Ireland • Youth Guarantee (MyGo Centre), supporting youth employment in the Ipswich area • Ministry of Justice Transforming Rehabilitation in Warwickshire and West Mercia, helping to transform rehabilitation and probation services • OLASS, delivery of training to prisoners in nine prisons in the East of England • Building Employment through Education, working in Schools in Northern Ireland Training services: • Elpis, a national training consultancy, • Learning Plus, an e-learning platform • Skillspoint, a procurement consultancy specialising in helping employers benefit from government-funded, work-based training Support services: • The Money Advice Service, • Independent Living Services • Northern Ireland Prison Services, Visitor Centres 06 Staffline Group plc • Annual Report 2015 Group strategy Growth Our continuing Group strategy is: • To grow the employability sector to be as strong as the OnSite recruitment services business • To continue to be the largest provider of people in the UK blue collar market, with specialist knowledge of the food, logistics and manufacturing sectors, supported by added value services • To develop reputation and capability and be seen as a leading organisation in the employability, skills and justice sectors • To develop new sectors in white collar, agriculture and driving and to extend to new geographical areas by “following the client” • To grow Select Appointments (the franchise network) to be over 100 locations • To continue to champion and implement best practices and be actively involved with our governing bodies to help us serve our customers better • To attract and retain the greatest talent • To BURST THE BILLION and create stakeholder value through profitable growth We are making significant progress in our journey through our five year growth strategy: • 2013: a year of investing in people, new start up divisions and infrastructure; • 2014: a year of strong growth, investment in our Welfare and Training division, and significant operational progress; • 2015: our 10th year as a member of AiM and a transformational year of organic and acquisitive growth; • 2016 to 2017: we’re on track to achieve our goal of £1 billion revenues via organic growth supported by an ongoing appetite Our principles To achieve our vision, deliver our strategy and live our values, we follow a set of guiding principles in all that we do: Our team • To provide a great place to work • To create lots of opportunities to develop and progress • To offer fast-paced and rewarding work • To have an ever-changing environment. Every day brings something new • To recognise success Growth and profitability • To operate ethical, commercial practices • To implement efficiency-driven cost models • To create profit through building long term relationships • To support sustainable growth • To deliver returns for our shareholders People • To protect people and their interests by acting responsibly at work and in the community • To find lots of job opportunities, every day of the week • To provide jobs on the door step • To offer training, apprenticeships and guidance • To work with reputable companies Employer partner • To fill every job with the right person, at the right time • To listen, understand, respond and get results • To do things the right way, for the right reason • To improve performance for our customers through our added value services • To get the job done Our vision and values Our Group vision is to build and develop the most reliable integrated workforce in the country and be the leading creator of opportunities, jobs and new ideas in the employability, skills and justice sectors. We do this through our brand values of: • Teamwork: working together across the business to achieve more for our customers • Respect: taking time to understand, trust and support each other to achieve shared success • Commitment: demonstrating a relentless and driven ambition to exceed expectations • Reliability: fulfilling all our customer requirements, getting the job done • Creativity: solving problems and suggesting new ideas and insights • Integrity: doing things the right way, for the right reason, ethically, honestly, every time These values are driven by the Board and are at the heart of all our processes and decisions. Our CSR focus • We shall strive to improve our environmental performance by fostering and encouraging initiatives that reduce waste • We shall provide, and strive to maintain, a clean, healthy and safe working environment • We shall support and encourage our employees to help local community organisations and activities • We shall operate an equal opportunities policy for all present and potential future employees and flexible workers • We will offer our employees clear and fair terms of employment and provide resources to enable their continual development • We shall provide safeguards to ensure that all employees are treated with respect and without sexual, physical or mental harassment • We shall uphold the values of honesty, integrity and fairness on our relationships with stakeholders • We will ensure that flexible workers engaged by the company are not subject to exploitation and are provided with work opportunities in a healthy and safe working environment fully compliant with UK legislation Phil Ledgard Company Secretary 2015 Staffline Group plc • Annual Report 2015 07 S t r a t e g i c R e p o r t Corporate Social Responsibility At Staffline we place great importance on the role we play in helping to support local communities and the environment surrounding us. We understand the importance of integrating our business values and operations to meet the expectations of our stakeholders. These include clients, employees, flexible workers, regulators, investors, suppliers, the community and the environment. We recognise that our social, economic and environmental responsibilities to our stakeholders are integral to our business. We aim to demonstrate these responsibilities through our actions and within our corporate policies. The Group has implemented a robust Environmental and Sustainability Management system, “One Planet”, which is supported by the following policies, strategies and commitments: • One Planet Strategy • One Planet Development Plan • Company Impact Register • Legislation Register This system is continually reviewed to ensure it remains aligned to business objectives. The main objective for the Group within 2015 was to ensure the business complied with legislation recently introduced by the Government and Environmental Agency called the Energy Saving Opportunity Scheme (ESOS). Staffline Group plc carried out extensive building audits and 100% Energy audits in order to identify areas for improvement and reduce our CO2 footprint. The Chief Executive Officer is responsible for the implementation of this policy and will make the necessary resources available to realise our corporate responsibilities. The responsibility for our performance rests with all employees. We continue to be independently assessed and certified by EcoVadis, an international body with the aim of improving environmental and social practices of companies by leveraging the influence of global supply chains. 08 Staffline Group plc • Annual Report 2015 Overall, profitability in the Group has increased in line with our expectations. Strategic Report Combined Chairman’s and Chief Executive’s statement for the year ended 31 December 2015 Andy Hogarth Chief Executive John Crabtree OBE Non-Executive Chairman 2015 marked our 10th anniversary since being admitted to trading on AiM and proved to be another year of significant growth and opportunity for Staffline. This was the third year of our five year target to ‘Burst the Billion’, to grow Group revenues to over £1 billion in 2017, and the performance this year helped our plans to achieve this. Total sales in 2015 grew 40% to £702.2m (2014: £503.2m). Underlying profit before tax, amortisation, acquisition and exceptional re-organisation costs in PeoplePlus and the non-cash charge for share based payment costs (“SBPC”) increased by 52% to £28.3m (2014: £18.6m). Our Staffing business has continued to go from strength to strength, achieving considerable organic growth and ending the year with a record 305 OnSites (2014: 235). This performance was underpinned by our investment in a number of recent start-up opportunities as well as our existing divisions to expand our operational reach and bring in new talent, extending our highly scalable platform. Two complementary bolt- on acquisitions, Diamond Recruitment and Milestone Operations, were also completed later in the second half. Our Employability division has also undergone a significant expansion following the acquisition of A4e in April 2015. The A4e acquisition positions Staffline as the largest provider of Work Programme contracts in the UK, and the eight-month contribution from the business has supported continued organic growth within the division, which has now been rebranded “PeoplePlus”. The Transforming Rehabilitation contract, awarded by the Ministry of Justice, commenced in February 2015 and has had an excellent start with us achieving all our contractual milestones. We also announce today that we have successfully transferred our previous Avanta Employability operations in the Kingdom of Saudi Arabia to a franchise arrangement to be operated by our existing joint venture partner in the country. The Arabian Education and Training Group will continue to operate this business under an initial 10 year franchise agreement and this agreement will allow us to focus on Staffline Group plc • Annual Report 2015 09 S t r a t e g i c R e p o r t UK operations where PeoplePlus has such expertise. Overall, we are pleased to report that sales and profitability in the Group have increased in line with our and the market’s expectations. During 2015, we were also the first company quoted on AIM and the first recruitment company to be awarded the Fair Tax Mark, for ensuring that we are open and honest in ensuring we pay the amount of tax due on our profits. Financial review Sales in 2015 grew by 40% to £702.2m (2014: £503.2m) with gross profit increasing by £22m, or 34.0% to £86.8m (2014: £64.8m). This increase has come from a mixture of strong organic growth and the part-year contribution of the PeoplePlus, Diamond Recruitment and Milestone Operations acquisitions. Underlying profit before tax, amortisation, acquisition and exceptional re-organisation costs in A4e and the non-cash charge for share based payment costs (SBPC) increased by 52%, from £18.6m in 2014 to £28.3m. On this basis adjusted diluted EPS rose to 92.4p (2014: 59.7p). As previously indicated, as a result of the high levels of organic growth and acquisitions in 2015, net debt (inclusive of transaction costs) peaked at £63.1m at the year end, up from £49.8m at the half year. With improving free cash flow levels, this is expected to fall quickly in the coming year to below c.0.75 x EBITDA and continue to reduce through to 2018 and beyond. Our larger OnSite clients particularly appreciate our robust financial position and strong cash generation since they can be absolutely certain of our ability to supply their temporary workers who are essential to ensure continued production. It is also essential to supporting the growth ambitions of PeoplePlus, where financial strength is a key criterion in the contract bidding processes. Operational review Staffing services All of our Staffing businesses saw growth during 2015, supported by a generally improving economy. Sales rose by 26.7% to £554.5m, driven by organic growth and also by the acquisitions of both Diamond Recruitment in Northern Ireland and Milestone Operations towards the end of the year. Our gross profit margin has marginally declined by 0.3% to 8.5%. This reverses the trend last year which saw an improvement of 0.2% and has been driven by the on-boarding costs of such a significant number of new OnSite locations and the impact of the rise in National Minimum Wage (“NMW”) increasing our sales but keeping the gross profit the same. The segmental underlying operating profit rose by 14.1% to £13.2m. We continue to generate significant opportunities for the Group to build market share in our core business, underpinned by our ethical and reliable reputation in the industry, despite the broader UK economy remaining a highly competitive environment for many of our clients in the food processing and production sectors and therefore for our business. We have benefited from the trend towards further consolidation within the recruitment industry, which has enabled us to increase the net number of OnSites from which we operate by a record total of 70, ending the year with a total of 305 locations. This increase has resulted from a number of new clients choosing Staffline as well as extensions to current contracts. Our new OnSites in 2016 also include the first two white-collar OnSites. This is an encouraging development, although somewhat later than we had originally hoped, and the growth of this division is a priority for 2016 and beyond. We have also expanded our presence in both new and existing sectors including Manufacturing, Logistics & Distribution, Food Processing, Agriculture and Driving Plus. Having established a number of new divisions within Staffing Services during 2013 as part of our five year growth strategy, including Driving Plus, Ireland and Agriculture, we continued to invest during the period under review. As anticipated, all three new divisions made a positive contribution during the year. HGV driver shortages remain a well- documented problem in the industry, fuelled by changes to driver education regulations, and we expect resource will become even scarcer in this area in the coming years. We believe significant opportunities exist within the driving recruitment sector and we will continue to support the exciting organic growth of this division with acquisitive bolt-on opportunities, such as the acquisition of Milestone Operations. Building on our success in Ireland, which has demonstrated that we can better grow our business by having one responsible individual in a geographic area, in 2015 we appointed a Country Director for Scotland to support further growth. We have continued to see the strengthening of the UK economy lead to a tightening of the labour market with shortages particularly pronounced in the driving and other skilled areas but also in the unskilled sector in certain 10 Staffline Group plc • Annual Report 2015 Combined Chairman’s and Chief Executive’s statement continued... parts of the UK. We have been able to fulfil all of our customer requirements in 2015 and we have contingent plans to ensure that we continue to do so in 2016. However the tightening labour market is likely to lead to greater wage inflation and hence a greater cost of recruitment in 2016, supporting demand for our flexible labour services. The introduction of the National Living Wage (“NLW”), which will increase the minimum wage from the current £6.70 to £7.20 in April 2016, will no doubt start to encourage more people to enter the labour market. The further increases due to be introduced in the period until 2020 when it is set to be at least £9 per hour are also likely to further encourage not only current UK residents to enter work but also to further encourage people from Eastern Europe to come to the UK, supporting our growth and increasing the supply of labour. Current levels of NMW for unskilled workers vary across Europe, from £7.11 in France, £6.29 in Germany, £6.09 in Austria, £3.38 in Greece, £1.84 in Poland and £1.42 in Lithuania. Whilst this significant increase in UK wages may encourage an increase in migration from Europe it is likely to further widen the supply pool of labour, thus helping Staffline to continue to grow. Employability The completion of the A4e acquisition for an effective consideration of £34.5m on 27th April 2015 further significantly enhanced our position in the Employability arena. Since it has only contributed to the results for eight months during the year, we will see the full benefits of this transaction in 2016 and beyond. Post-acquisition, we have now fully completed the integration of A4e with our existing businesses quicker than expected although at a slightly higher cost and re-named the division PeoplePlus. PeoplePlus benefits from significant scale within the Department of Work and Pensions (“DWP”) main contracts, the Work Programme. With nine prime contracts and five sub-contracts we are the largest provider by both the number of contracts and referrals. In addition, A4e brought us a number of other contracts, including OLASS 4, delivering training for prisoners in nine prisons in the East of England, The Money Advice Service and Independent Living Services. Revenues in the division grew by 124.8% to £147.7m reflecting the first full year effect of the Avanta acquisition (acquired in June 2014) and a number of contract wins, with gross profit increasing by 52.0% to £39.9m. Underlying segmental operating profitability rose by 119.4% to £17.1m. Profitability of the enlarged PeoplePlus division has been in line with our initial expectations although due to the improving economy referrals, and therefore revenues, were lower in the year. The number of referrals we receive on the Work Programme has steadily declined over the last two years and revenues for the remaining 15 months of the contract and the follow-on 24 months’ run-off will be lower than originally expected. Nevertheless, the operational efficiencies gained from the integration of our three brands will ensure that predicted profitability will be maintained. The decision by Government to extend the Work Programme by one year provides an added benefit. PeoplePlus remains well placed to capitalise on its existing Work Programme contracts over the course of the current parliament and going forwards into the next contract round. We are also pleased to announce that we won or extended 15 contracts during the year, all working for either local or central government. Whilst all were of relatively small value, the largest being £0.8m over 12 months we are confident that the delay caused by the General Staffline Group plc • Annual Report 2015 11 S t r a t e g i c R e p o r t This year’s highlights Continued expansion of the OnSite model, increased by 70 sites during the period. Which takes the total to 305 Acquired Milestone Operations and Diamond Recruitment Group, making us dominant in the UK Driving sector and in Ireland Supplied 55,001,985 hours of temporary labour to more than 1,600 clients 45,001 temporary workers placed at ‘peak’ 1,779,300 timesheets processed; an increase of 40.4% over 2014 Checked the ID’s of 122,320 candidates Election will be cleared during 2016 and that these wins demonstrate our unique positioning in the market which should lead to further opportunities becoming available to us. ISO 9001 and Investors in People (“IIP”) Our organisation has grown significantly over the last couple of years, both organically and through acquisition. We are currently in the final stages of our assessment for Staffline to achieve IIP accreditation for our Shared Services. We have worked tirelessly to ensure we have consistent and robust processes and procedures across all the divisions to meet the new IIP standards. The introduction of new HR software will also enable automation and create efficiencies across the business delivering a self-service approach to managing data, all of which will support our ability to provide accurate management information reporting. In addition to the above, we have achieved the Recruitment and Employment Confederation’s accreditation for the Group for 2015 and continue to be Patrons of the Institute of Employment Professionals. We will continue in our mission to gain further accreditation and increase levels of professionalism within our business sector. People With the Group further expanding, we have seen an increase to 847 employees in our Staffing business and related shared services with an additional 2,447 people employed by the PeoplePlus business, bringing the Group’s total workforce at 31 December to 3,294. The number of contractors paid each week grew steadily during the year peaking at just over 45,000 in the lead-up to Christmas. Our ability to support the ever-growing business with limited additional central resource is testament to the quality and commitment of our employees. Our residential management development programme has been delivered to 103 delegates through the Leadership Camp since its launch in 2013 and has been further complemented with one to one Coaching sessions. An additional suite of management workshops have been delivered to 107 managers last year which has incorporated: • Self-Awareness together with Coaching and Motivating a Winning Team; • Driving Sales through Customer Care; • Effective Time Management; • Advanced Communication; and • Commercial Awareness & Strategic Planning. 12 Staffline Group plc • Annual Report 2015 Combined Chairman’s and Chief Executive’s statement continued... Additional programmes are being rolled out in early 2016 to be delivered by subject matter experts, with 28 days scheduled in the first six months of the year dedicated to management training. We have introduced 360 degree feedback amongst our leadership and talent pool population and continue to progress with succession and talent planning for the Group. In addition to our management development offering, a number of eLearning training solutions have been developed and rolled out since the latter part of 2014, of which over 300 people have now completed multiple modules since the launch. A wider Group launch commenced in January 2015 across the Group offering a full complement of solutions hosted by the Group’s Learning Plus business. Our ethos continues to support developing talent within the business at all levels and encourages self-development which in turn aids succession planning, supporting the strategic growth of the Company. We continue to place great emphasis on the training and development of our people in line with our vision and values and ambition to be an employer of choice. We are also ambassadors of the Apprenticeship programmes and have recently engaged 23 people in apprenticeships across Shared Services and our National Response Centre. Our aim is to enhance capability within our existing workforce offering a true resourcing strategy to grow from within. In 2015 we appointed a Director of Talent Development to develop our future leaders. Health, safety and environment Staffline continues to take a proactive approach to the Health, Safety and welfare of its employees and contractors. Our strong commitment to Health and Safety is demonstrated by the regular Senior Management reviews taking place, the outcomes of which are cascaded across the business. In addition, the Head of Staffline’s Health & Safety Team has recently been awarded a Fellowship status within the International Institute of Risk & Safety Management, in addition to his Chartered Member of the Institute of Occupational Safety & Health membership, further supporting the development of a culture of H&S across all business units. Staffline actively monitors all aspects of Health & Safety using a “closed loop management process”. This allows all areas to be identified and documented during the audit process and shows continual development against all Health & Safety action plans with Senior Management involvement throughout. Having reviewed the Group’s Health & Safety management systems during 2015, a number of updated policies and procedures have been implemented. The H&S management systems continue to allow the Group to demonstrate that its corporate responsibilities are being appropriately discharged. As Staffline has grown, the H&S Team has also increased in size to provide information, advice and guidance and during early 2016 regionally based H&S specialists will be on hand to support the many and various business units. The Group continues to implement a detailed Environmental & Sustainability Policy. In addition, the Energy Saving Opportunity Scheme (“ESOS”) audit results are being reviewed and the opportunities highlighted in the report to reduce the Groups environmental impact are being acted upon which will flow into the Group’s The One Planet Strategy. This will continue to focus on the following areas: • Energy consumption • Waste • Travel • Sustainable materials In addition to ESOS, 2015 has seen regular audits carried out to create baseline data with Key Performance Indicators and SMART targets implemented which continue to demonstrate the Group’s ongoing positive environmental commitment. IS027001 PeoplePlus has achieved this very demanding accreditation for the security of our IT systems, which represents a very important certification when dealing with the personal details of so many people. Staffline Group plc • Annual Report 2015 13 S t r a t e g i c R e p o r t invested in excess of £560,000 in our technical infrastructure which has greatly improved our business continuity capability and are confident that this is now industry leading. our competition as we are developing a number of products which will allow our clients to derive significant value for their businesses from this change. Over the next 12 months, we plan to upgrade our payroll and billing system alongside the development of a new data warehouse. These upgrades will provide better analytics on which to forecast and refine our product offerings, allowing us to provide ever more added value to our customers. Current trading Nearly one month into the new financial year, we have started well, buoyed by additional contracts from existing customers which are due to start by the end of the first quarter. We also have a sales pipeline which is larger than ever before and we are focused on maintaining our strong track record of organic growth by supporting our clients’ requirements effectively and efficiently. As we have reported before, the number of available HGV qualified drivers remains very low and to improve the situation for our clients we have extended our comprehensive training scheme, ‘Warehouse to Wheels’ in which we fund the training of suitably experienced contractors and client staff to enable them to become fully qualified HGV drivers. We believe initiatives such as these will set us apart from other recruiters in the sector in the years ahead. We remain responsive and focused on adapting to new regulations and government change. An example of this is the introduction of the apprenticeship levy which will be a further opportunity for us to differentiate ourselves from Our Employability division, PeoplePlus, is now fully integrated and making good progress and we expect the enlarged business to have a significant impact financially and operationally in 2016 and beyond. In addition to driving organic growth, we continue to look for further bolt-on acquisitions primarily within our core Staffing business and remain in discussions with a number of companies. Outlook The outlook for Staffline remains positive. Having made significant progress in 2015, we are well placed to deliver ongoing growth in the coming year. We are confident that our strategic initiatives, our track record of successful delivery for our clients and our ability to take advantage of industry trends will support our momentum and enable us to achieve strong returns for our shareholders. As an expression of our confidence in the Group’s prospects, the Directors propose to increase the final dividend by 47% from 8.5p to 12.5p. This dividend will be payable on 5 July 2016 to shareholders on the register at 3 June 2016. The ex-dividend date is 2 June 2016. This will give a total dividend for the 2015 year of 20p, an increase of 48%. John Crabtree OBE Non-Executive Chairman Chief Executive 2016 Andy Hogarth 2016 Compliance We take compliance with legislation and industry standards extremely seriously, offering a total commitment to all of our clients to ensure that all of our workers, whether or not covered by the legislation, are recruited and supplied to the standards required by the Gangmaster Licensing Authority (“GLA”). This total commitment gives our clients the assurance that all UK ethical and legal standards are fully met. We operate a confidential helpline for our workers to report any concerns and conduct regular surveys to ensure we are achieving our own high standards. We are an active member and supporter of the Stronger Together initiative to help prevent exploitation and trafficking of workers. Investing for growth Our five year strategic growth plan, aimed at broadening our market reach and increasing the scale of all of our divisions, is now moving into its fourth year and we are on track to achieve our ambition of growing revenues to £1 billion by 2017. As part of this growth plan, in the past three years, we have invested significant sums in both new divisions and new contracts. We are already seeing the fruits of these investments and we are confident that the new divisions will continue to develop in the coming years and contribute to driving both revenue and profit growth. As part of our strategic plans we have continued to invest in our bespoke customer relationship management (“CRM”) system, Infinity+, which will further improve our operating efficiency alongside investment in mobile technology which seeks to simplify how we interact with our customers and clients. We have also 14 Staffline Group plc • Annual Report 2015 Strategic Report Finance Director’s statement for the year ended 31 December 2015 Phil Ledgard Finance Director Financial highlights 2015 was a very strong year of growth with total revenue for the year increasing by 40% to £702.2m (2014: £503.2m). The financial result includes the effect of a number of acquisitions, including the full year effect of the acquisition of Avanta Enterprise Limited in 2014, and three further acquisitions in 2015 including A4e Limited in early May, Milestone Operations Limited in late September, and Diamond Recruitment Group in early October. In addition, organic revenue growth strengthened considerably, up 16.6% compared to up 10.2% in 2014. The underlying Staffing business also grew strongly in 2015 with a total of 70 additional OnSites and increased demand from our existing customer base and the full benefits of this performance will come through in 2016. The A4e and Avanta acquisitions combined with organic growth have given rise to a significant change in the segmental balance of the business over recent years, with the renamed PeoplePlus division now representing 21% of annual revenue, 46% of annual gross margin and 54% of underlying PBT. As intended, this enhances the profit margin performance for the Group. Our overall gross profit has increased by 33.7% to £86.8m with gross profit margins remaining strong at 12.4% (2014: 12.9%). Within this result is the movement in gross margin % for the Staffing division which has decreased in 2015 to 8.5% (2014: 8.8%) reflecting two trading trends. Firstly, the increasing National Minimum Wage has the effect of increasing revenue but not changing actual gross margin, meaning that the gross margin % reduces. This factor has become a regular feature of our Staffing gross margin profile and will quicken with the introduction of the mandatory Living Wage from April 2016. Secondly, the Staffing division has invested in resources to support the Staffline Group plc • Annual Report 2015 15 S t r a t e g i c R e p o r t mobilisation of the high number of OnSite wins during the year. This is a short term effect and these additional costs will reverse in 2016. One of the key performance indicators that the Board of Directors monitors during the year is profit before taxation, share based payment charges (SBPC) and amortisation of acquired intangible assets (Underlying PBT). In addition, we have excluded from Underlying PBT the one-off costs of acquisition relating to A4e and the exceptional restructuring costs of forming the PeoplePlus division, as they are non-recurring and material in the context of our trading performance during the year. Underlying PBT grew in line with expectations by over 52% to £28.3m (2014: £18.6m) and Underlying PBT as a percentage of revenue grew to 4.0% (2014: 3.7%). Earnings per share Removing non-cash charges for SBPC, goodwill amortisation and the exceptional costs of acquisition and reorganisation (and their respective taxation impacts) results in an adjusted basic earnings per share increase of 54.7% to 92.8p (2014: 60.0p) and an adjusted diluted earnings per share increase of 54.8% to 92.4p (2014: 59.7p). roll out of our new Transforming Rehabilitation probation services contract win in Warwickshire and West Mercia (our Community Rehabilitation Company). Statutory basic earnings per share decreased to 12.4p (2014: 28.6p) and the diluted earnings per share decreased to 12.3p (2014: 28.5p) due to the increased costs of SBPC, goodwill amortisation and the exceptional costs of acquiring and integrating A4e. Post tax cash generation during the year has been strong and excellent credit control performance has succeeded in limiting our working capital to 2.1% of revenue, on average. DSO within Staffing Services remains low at 29 days (2014: 28.5 days). Balance sheet, cash generation and financing The Group balance sheet has materially changed during the year in particular as a result of the acquisition of A4e. Total group assets have increased by £81.5m to £263.2m (2014: £181.7m). Of this increase, £45.2m results from the increase in goodwill and other intangible assets arising from the acquisitions in 2015. Property, plant and equipment has increased, partly due to the acquisitions, but also due to the continuing investment made in our IT infrastructure and that required to support Total Group liabilities have increased by £72.8m to £190m. This includes a restructuring of the Group’s banking facilities following our investment in the acquisitions in 2015 and provides secured working capital facilities until July 2019. Total borrowings (see note 16) have increased to £68.1m from £35.8m in 2014. To facilitate the future growth of the Group, after the year end we have agreed an increase in the Group’s banking facilities under the revolving credit facilities of £7.5m, taking total available facilities from £85.0m to £92.5m. Headroom on our working capital facilities as at 31 December 2015 was £20.0m. 16 Staffline Group plc • Annual Report 2015 2015 was a very strong year of growth with total revenue for the year increasing by 40% to £702.2m. Staffline Group plc • Annual Report 2015 17 S t r a t e g i c R e p o r t Finance Director’s statement continued... Following the changes made, at the date of this report, Group banking facilities are summarised as follows: Facility type Term Loan (drawn in May 2015) Loan notes fallings due in 2016 Revolving credit facility (including overdraft facility) Unamortised debt issue costs TOTAL FACILITIES Less cash held NET DEBT Headline amount (£m) Net borrowing as at 31 December 2015 (£m) £35.0m £9.0m £48.5m - £92.5m £33.7m £9.0m £26.0m (£0.6m) £68.1m £5.0m £63.1m All term loan amounts are repayable quarterly through to maturity in 2019. Interest accrues on the term loan at between 1.4% and 2.4% plus LIBOR or Bank Base Rate, depending upon the level of adjusted leverage. Total finance charges, including the interest costs of the term loan and loan notes, (reflecting the additional cost of funding the acquisitions over the last two years) were £1.8m for the year (2014: £0.6m). At 31 December 2015 the Group net debt peaked at £63.7m (2014: £17.8m), comprising cash of £5.0m (2014: £18.4m) and borrowings of £68.7m (excluding unamortised debt issues costs) (2014: £36.2m). Our free cash flow levels will support the swift reduction in net debt in the coming periods. Key performance indicators The Group monitors a number of performance indicators both financial and non-financial: Revenue (£m) Year on year total revenue growth (%) Organic revenue growth (%) Gross margin as a % of revenue (%) Underlying PBT (£m) Underlying PBT as a % of revenue (%) Net (Debt) (£m) Staffing Services DSO (days) Highest number of temporary contractors Number of OnSites 2015 £702.2m 39.6% 16.6% 12.4% £28.3m 4.0% (63.7) 29.1 45,001 305 2014 £503.2m 20.9% 10.2% 12.9% £18.6m 3.7% (17.8) 28.5 34,636 235 These indicators are discussed above and in the combined Chairman’s and CEO report. 18 Staffline Group plc • Annual Report 2015 Strategic Report Principal risks and uncertainties for the year ended 31 December 2015 The Group is exposed to a variety of potential risks and uncertainties which require on-going monitoring and management in order to mitigate against any adverse impact on long-term performance. The Board recognises that effective risk management is a critical part of achieving our strategic objectives. It employs a variety of systems and policies to respond effectively to these risks and uncertainties to protect the continued strategic success of the Group. Risk management is co-ordinated at its headquarters in close cooperation with the Board of Directors. The Board reviews risks and uncertainties under three principle types: • Strategic and market related risks and uncertainties • Operational and compliance risks and uncertainties • Financial risks and uncertainties The most significant risks to which, in the opinion of the Directors, the Group is exposed are described opposite. Our responses to these risks are given in italic font. Staffline Group plc • Annual Report 2015 19 S t r a t e g i c R e p o r t Strategic and market-related risks and uncertainties Exposure to significant changes in the UK economy The UK economic health can impact the Group in both positive and negative ways. Due to the industries in which the Group’s Staffing division specialises, the Directors consider the Group to be relatively less affected than others in the recruitment sector during a general economic cycle (downturn or upturn). However, this sector is subject to great change and consolidation as the buying power of major retailers continues to drive the need for rationalisation and greater economies of scale. We are at risk if our clients lose business in this process. We continue to mitigate this risk by diversifying our service range and expanding our client base. We can expect to gain as much business as we lose if we have a wide enough spread of clients. A recovery may provide some opportunities if clients seek to use temporary staff in lieu of replacing permanent employees. As unemployment rates fall, so the referral numbers to the Work Programme also fall. We therefore employ a strategy of scalable operational platforms which can be flexibly increased or decreased to meet demand over time. The on-going UK economic recovery also provides new opportunities, oriented towards skills development for the UK economy and towards young people which will enable us to leverage our division’s capabilities into the future. Highly competitive market places The Group operates in the recruitment services sector where there are a significant number of competitors and barriers to entry are relatively low. The Group is therefore exposed to high levels of competition in securing new or retaining existing business. To counter the threat of competitors seeking to win business from us, the Group builds strong long term relationships with its customers through excellent service levels and through its rigorous selection and checking procedures. These ensure that all contractors provided by the Group are fully compliant with the legal requirements In addition, the Group’s strategy of an increasing diverse range of Staffing services further reduces the impact of any particular area of competition faced. Acquiring and integrating businesses Concentration on limited number of significant customers Change in UK governmental and related central governmental policies Long term contracts and commercial terms The Group has made a number of acquisitions over recent years. There is a risk, post-acquisition, that an issue with a customer, contract or staff member may impact the value of the acquisition. Significant legal, commercial and financial due diligence is undertaken on each acquisition before completion in line with its size and complexity. Post-acquisition, the integration into the Staffline procedures and systems is managed by an appropriate acquisition team. Dependence on key customers can lead to over reliance on a small portion of the portfolio and vulnerability should a major customer cease to buy from the Group. Our PeoplePlus division essentially has only one customer, being the UK Government. However, this is mitigated by the fact that this division now has a number of different government contracts with several central government departments. Our Staffing division continues to add important new customers to its portfolio every year, and this increasingly reduces the proportional scale of any one customer. The top 10 customers in Staffing account for 59.1% of group revenue, up from 54% last year. The general election result in 2015 has given rise to little change to the Group. However, there is always a risk that a change in UK central governmental policies could lead to reduced commercial opportunity for our services. Experience shows that a change in Government policy (and therefore contract terms) would not necessarily have an adverse impact and there are only a limited number of providers who meet the criteria to secure these contracts. Long term contracts within our PeoplePlus sector provide strong revenue visibility and yet it is important to ensure that related commercial and operational terms and commitments are profitable and viable for long periods of time. Authorisation practices for bids are well established in the Group ensuring that all material aspects of pricing and other commercial terms are reviewed by the Board or other senior management teams as appropriate. Contractual variations during the life of a contract are similarly subject to appropriate Board level reviews. 20 Staffline Group plc • Annual Report 2015 Principal risks and uncertainties continued... Operational and compliance risks and uncertainties Fulfilling our PeoplePlus contractual commitments Ensuring compliance with legislative and regulatory requirements Within our PeoplePlus segment, our key risk is that we will be unable to find jobs for jobseekers and /or having found jobs we are unable to keep those workers in place. Our other business segment, Staffing services, makes us ideally placed to find suitable jobs. This, coupled with our unique tailored approach to help unemployed people back into sustainable employment, through a combination of intensive job search support, comprehensive vacancy matching services, real work experience, skills development and in-work support, acts as an effective mitigating action. The Group faces the risk that one of our members of staff may deliberately by-pass the procedures set up which ensure we fully comply with our industry legislative requirements and related best practice standards. There is a reputational and financial risk to the business should someone deliberately choose to do this. We have put robust checks and audit procedures in place to detect and quickly respond to such acts. These are operated by our in-house compliance team. In addition, we work closely with the Gangmaster Licensing Authority (GLA) and recruitment governing bodies, such as the Recruitment and Employment Confederation (REC) and the Association of Labour Providers (ALP) to ensure that the business is up-to-date on these issues. Major failure of IT systems As with all large scale businesses, including those in the market sectors we operate in, we are reliant on our IT systems to support and operate our business. The Group has a robust Disaster Recovery plan in place in the event of a major internal failure of our IT systems. However, as our business grows, we become ever more reliant on third party telecommunication and other providers. We have put back-up and alternative solutions in place. Breach of data security policies and procedures Market demand changes arising from changes in regulations The Group holds personal data in respect of Staffing temporary workers, participants of our various PeoplePlus sector contracts, and our own staff. This requires robust data security measures across the Group. Strong controls over data access are employed in the business coupled with appropriate training of those entrusted with such data. Suitable group policies and procedures are enforced and ISO27001 is maintained within the group under the stewardship of a Data Protection Officer. Onerous changes in the regulatory framework, driven by potential European or UK legislation, could lead to greatly increased employment costs which might lead to a reduction in demand for our temporary workers. We actively engage and participate with principle industry bodies for our market sectors to stay abreast of all potential developments and remain confident that our strategy allows us to respond to any such threats quickly and effectively. Staffline Group plc • Annual Report 2015 21 S t r a t e g i c R e p o r t Financial risks and uncertainties Credit risk Generally, the maximum credit risk exposure of financial assets is the carrying amount of the financial assets as shown on the face of the balance sheet (or in the detailed analysis provided in the notes to the financial statements). Credit risk, therefore, is only disclosed in circumstances where the maximum potential loss differs significantly from the financial asset’s carrying amount. As we allow credit to our clients, we are at risk if one of them runs into financial difficulties and is unable to pay their outstanding debt. The Group has adopted a policy of carefully monitoring all customers, in particular those who lack an appropriate credit history. We have procedures to check the creditworthiness of new clients with external agencies and we check current customers periodically. The Group’s trade and other receivables are actively monitored to avoid significant concentrations of credit risk. To date these actions have been successful and the total bad debt charge to the Group in the last three years, excluding VAT, has been £1.1 million on sales of £1.6 billion, equating to 0.07% of sales. Liquidity risk The Group requires adequate and appropriate financing facilities to be in place at all times to fund working capital requirements, expansion and to allow for potential further acquisitions. The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Facilities are described in note 16 on page 51 and are secured until July 2019. We hold regular discussions to ensure we have our Bank’s backing to support strategic plans. Interest rate risk All financial liabilities of the Group owed to the Group’s bankers are subject to floating interest rates which are subject to increase. Competitive rates have been negotiated with the Group’s bankers. The rate paid on bank loans and overdrafts is linked to our leverage ratio in the Group although has been 1.35% above base rate since the facilities were refreshed and forecasts indicate it will remain so for the foreseeable future. The Board consider that the cost of swapping this floating rate basis into a fixed rate is not commercially warranted at this time, but will be kept under review. Phil Ledgard Finance Director 2016 22 Staffline Group plc • Annual Report 2015 Governance Corporate governance statement for the year ended 31 December 2015 Statement by the Directors on compliance with certain of the provisions of the UK Corporate Governance Code (the Code) As a company listed on the Alternative Investment Market of the London Stock Exchange, Staffline Group plc is not required to comply with the full requirements of the UK Corporate Governance Code (the Code). However, we have reported on our Corporate Governance arrangements by drawing upon best practice available, including those aspects of the Code we consider relevant to the company. The number of Non-Executive Directors equals the number of executive Directors. The Group supports the concept of an effective Board leading and controlling the Group and a brief outline of the role of the Board and its Committees, together with the Group’s systems of internal financial control which the Board will continue to keep under review, is on page 23. The Board The Board currently comprises the Non-Executive Chairman, the Chief Executive, the Group Managing Director, the Finance Director and two Non-Executive Directors. Biographies of the Directors appear below including who sits on which committee (A = Audit Committee, R = Remuneration Committee, N = Nominations Committee). The Non-Executive Directors are considered by the Board to be independent. Ed Barker Non-Executive Director (A, R, N) Andy Hogarth Chief Executive (N) Staffline Group plc • Annual Report 2015 23 Ed Barker has over 12 years of experience in the retail sector working across a number of senior financial and operational functions including; Group Reporting, Financial Planning & Analysis, Tax, Pensions, Group Financial Controller and Retail & Logistics Finance. Prior to working in industry, he achieved professional ACA qualification with PwC in 1998, and was made an FCA in 2013. Following his appointment to the board in November 2014, Ed is chairman of the Audit Committee as well as becoming a member of the Remuneration and Nomination committees. Dame Christine Braddock Non-Executive Director (A, R, N) Dame Christine Braddock has over thirty years’ experience in Senior Leadership of Further Education organisations and has worked within the Probation Service, Home Office and Private Sector Colleges. Christine was awarded a CBE for service to Further Education and a DBE for services to the business and education community in the 2013 New Years’ Honours list. Christine was the first public sector person appointed to be the President of the Greater Birmingham Chamber of Commerce and was the first woman to be appointed to the Greater Birmingham and Solihull LEP Board. She has held a number of appointments at local Regional and National Level including; Chair of the Education and Skills Engineering UK and Director of the Quality Improvement Agency and has been a West Midlands council member of the CBI and Aston University for the last ten years. Dame Christine currently holds the position of Chairman of Birmingham Children’s Hospital and joined the board in July 2014. Dame Christine is chair of the Remuneration and Nomination committees. John Crabtree OBE Non-Executive Chairman (A, R, N) John Crabtree joined the Board on 1 March 2005 as a Non- Executive Director. He was appointed Chairman in 2011. John was the senior partner of Wragge & Co, the Birmingham based corporate law firm and whilst in this role John was responsible for the firm’s evolution into a leading national and international practice. John has a number of business interests, including being Non-Executive Chairman of Real Estate Investors plc, SLR Holdings Limited, Birmingham Hippodrome Theatre Trust, and the charity Sense. G o v e r n a n c e Andy has held senior roles in a wide range of businesses including retail, support services, healthcare, hospitality and construction. As Finance Director he led the MBO and subsequent trade sale in 2002 of Pipeline Constructors Group, a £100m utility services business. He is currently CEO of Staffline Group plc, sits on the board of an elderly care charity and is a non-executive Director of the Birmingham Hippodrome. He is a Director of Hogarths Hotels, two boutique hotels in Solihull and Kidderminster. He is a Fellow of the Association of Chartered Certified Accountants (FCCA) as well as a Master Practitioner of Neuro-Linguistic Programming (NLP) and a Certified NLP coach. He joined Staffline in 2002 as Finance Director, becoming Managing Director in 2005 and was appointed Chief Executive in 2009. Diane Martyn Group Managing Director Diane Martyn was, until 2011, CEO of Randstad Staffing in the UK, part of one of the leading human resources services providers in the world, where she was responsible for the merger of Select Appointments plc and Randstad in 2008. She has over 20 years of experience in the staffing industry where she has held senior management roles, including Chief Executive Officer of Select Appointments plc and Managing Director of Blue Arrow. Diane joined the Board of Staffline on 13 February 2012 as a Non-Executive Director and was appointed Group Managing Director on 25 February 2013. Phil Ledgard Finance Director (N) Phil Ledgard FCA joined Staffline as Group Finance Director in October 2013. Phil worked for G4S for 10 years prior to joining Staffline, his last role being FD of the £250m Facilities Management division of G4S. Phil gained his accountancy qualification with PwC, has a BA in Accounting and Financial Analysis from Warwick Business School and is a Trustee Director of Ex Cathedra in Birmingham. 24 Staffline Group plc • Annual Report 2015 Corporate Governance statement continued... Relations with shareholders The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Annual General Meeting is used to communicate with all investors and they are encouraged to participate. The Directors are available to answer questions. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a formal resolution to approve the Annual Report and Accounts. Internal control The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ interests and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss. The Remuneration Committee, chaired by Dame Christine Braddock has met twice during the year. It is responsible for determining the level of remuneration to be paid to the Executive Directors. A separate report on remuneration follows. The Nominations Committee is responsible for ensuring that the balance of the Board is appropriate to control and direct the business. It has not been required to meet during 2015. The Audit Committee, chaired by Ed Barker, has met three times during the year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on, as well as meeting the auditors and reviewing any reports from the auditors regarding accounts and internal control systems. Auditor independence is also maintained through regular meetings with the Audit Committee with management excluded. The Audit Committee is responsible for identifying and commissioning specific internal control reviews as required, and for the appointment of the Group’s external auditors. The Group has several mechanisms for ensuring internal controls are operating effectively. There is an independent compliance audit team responsible for checking legality to work and compliance with relevant standards (e.g. GLA and REC). Within the payroll team we maintain appropriate levels of on-going training to ensure compliance with relevant legislation and procedures. From a financial point of view authority levels are in place and there is regular review of financial information at all management levels right up to the Board. In addition, the group has an internal assurance function. Its current role is primarily focused at monitoring compliance with industry standards and requirements of the PeoplePlus division. This has developed further in 2015 providing a group capability for checking compliance with wider internal control policies across the group, enhancing our internal information security standards, and assisting the Board with risk management practices across the Group. Each of the PeoplePlus and Staffing divisions now has an Audit and Risk Committee which reviews the material business risks faced by each division and the actions taken to mitigate those risks. The Group tailors its approach to ensuring internal controls are operating effectively over new acquisitions – in the majority of cases the acquired business is integrated into Staffline systems from the outset. Operational responsibility is assigned from day one and the results form part of the usual regular management reporting. In special circumstances, such as when they are large scale, acquisitions continue to be run on separate systems and this is the case for the acquisition of A4e Limited this year. The Directors keep a register of risks faced by the business, rating these risks on a scale of 1 to 5 for both probability and impact. These risks have been mitigated to the extent considered practical and are reviewed regularly. The principal risks and uncertainties facing the Group are included in the Strategic Report on page 18. Going concern At the end of October 2015, as a consequence of the on-going growth of the group through increased business and a number of acquisitions, the group experienced some pressure in relation to the available working capital headroom provided by the banking facilities and went above its agreed bank facility limits for four days. The company received the full support of its lenders throughout and subsequently agreed an increase in the group facilities, which, in the view of the Directors, provides suitable headroom for the business for the foreseeable future. In considering the on-going funding requirements of the Group, the Directors have prepared cash flow forecasts extending to December 2018. These indicate that the Group expects to be able to continue to operate within its amended bank facilities and meet all of their related financial covenant tests for the foreseeable future. The Board regularly reviewed and discussed the group’s bank facilities during 2015 to ensure they are kept appropriate for Group requirements. The Group benefits from strong working relationships with its banks and had net cash headroom versus its working capital facilities of £20.0m at 31 December 2015. Strong financial performance for the year ended 31 December 2015 and a strong start to 2016 the Directors are of the view that it is appropriate for the financial statements to be prepared on a going concern basis. Staffline Group plc • Annual Report 2015 25 Governance Report on remuneration for the year ended 31 December 2015 Policy on Non-Executive Directors’ remuneration The remuneration of the Non-Executive Directors is determined by the Board and based upon independent surveys of fees paid to Non-Executive Directors of similar companies. The Non-Executive Directors do not receive any benefits apart from their basic salaries or fees. G o v e r n a n c e Service contracts Andy Hogarth, Phil Ledgard and Diane Martyn have rolling service contracts requiring notice from either party of one year. John Crabtree, Dame Christine Braddock and Ed Barker each have contracts terminable on six months’ notice given by either party. There are no contractual termination payments other than as a result of the contractual notice period. Pension arrangements The Group has a defined contribution pension scheme with Scottish Widows for all permanent employees. Executive Directors are entitled to receive a contribution from the Group equivalent to 10% of their basic salary into this or another scheme of their choice. Benefits in kind The Group provides private medical insurance for Andy Hogarth, Phil Ledgard and Diane Martyn. No other benefits in kind are provided to Directors. Remuneration Committee The Company has a Remuneration Committee comprising Dame Christine Braddock, who is the Chairperson, and Ed Barker. Except as shareholders and Directors none of the members has any personal financial interest in the Group. The Group’s current remuneration policies are set out below. Policy on Executive Directors’ remuneration The Executive Directors’ remuneration packages are designed to attract, motivate and retain Directors of the high calibre needed to help the Group successfully compete in its market place. The Group’s policies are to pay Executive Directors a salary at market levels for comparable jobs in the sector whilst recognising the relative size of the Group. The performance management of the Executive Directors and key members of senior management and the determination of their annual remuneration package is undertaken by the Remuneration Committee. No Director plays a part in any decision about his or her own remuneration. Executive Directors are permitted to accept appointments outside the Group subject to prior Board approval. The remuneration packages for Andy Hogarth, Phil Ledgard and Diane Martyn are comprised of a basic salary and a performance related bonus as well as share-based payment schemes as described below. The remuneration of the Directors, which was all paid by the Group, is detailed in note 7 of the notes to the financial statements. Basic salary An individual’s basic salary is reviewed by the Remuneration Committee each year and when an individual changes position or responsibility. In deciding appropriate levels the Committee takes into account objective research on comparable companies and general market conditions. Annual bonus Annual bonuses are awarded at the discretion of the Remuneration Committee as an incentive and to reward performance during the financial year pursuant to specific performance criteria. In exercising its discretion the Committee takes into account (amongst other things) performance against budget and performance against market expectations. The Committee believes that incentive compensation should recognise the growth and profitability of the business, which are tied to the interests of shareholders. A total bonus of £115,000 (2014: £115,000) has been accrued in respect of the Executive Directors in recognition of group profitability meeting budget, in line with the Executive Bonus Scheme approved by the Remuneration Committee. Directors’ share options In March 2013, share options were issued to Diane Martyn. The options vest in March 2016 on a sliding scale dependent upon the performance of adjusted diluted earnings per share over the three years ended 31 December 2015; as of 31 December 2015, the maximum criteria has been met and accordingly the full amount of shares are expected to vest. Joint Share Ownership Plan In 2010, the Company established a Joint Share Ownership Plan (JSOP) to provide additional incentives to senior executives. That JSOP interest ran from the date of the award until 30 June 2015. During this period the right to sell the JSOP award shares was not at the discretion of the Directors but instead at the discretion of the Employee Benefit Trust. On disposal of the shares, the amount received by the Directors was calculated based on certain business performance conditions. The payment to the Directors took into account fully diluted EPS adjusted for amortisation of intangibles and a share based payment charge in any financial year up to 2014 (from a minimum of 24p to a maximum of 42p) and the share price at the date of disposal. In 2013, the Company established a further JSOP on a similar basis to the 2010 issue, but with a range of adjusted EPS of between 56p and 93.5p and 50% of the award is subject to an additional condition that total shareholder return exceeds the increase in the FTSE AIM All Share Total Return Index over the period. The JSOP runs until 30 June 2018. The interests that the Directors acquired in the shares jointly with the Staffline Group plc Employee Benefit Trust are contained within note 7 of the notes to the financial statements. 26 Staffline Group plc • Annual Report 2015 Governance Report of the Directors for the year ended 31 December 2015 The Directors present their annual report together with the audited financial statements for the year ended 31 December 2015. A detailed review of the activities of the Group, including financial and non-financial key performance indicators, can be found in the Strategic Report. An interim dividend of £1,901,000 (7.5p per share) was paid during the year (2014: £1,227,500, 5p per share). The Directors have proposed a final dividend of £3,169,874 (12.5p per share) (2014: £2,358,542, 8.5p per share) to be paid on 5 July 2016, to shareholders registered on 30 June 2016. This has not been included within creditors as it was not formally approved before the year end. Directors The Directors who held office during the year were as follows: Ordinary shares of 10p each Percentage of ordinary shares % A Hogarth D Martyn Dame C Braddock E Barker J Crabtree OBE P Ledgard Employee involvement The Directors recognise the value of involving employees in the business and ensure that matters of concern to them, including the Group’s strategic objectives, vision, values and principles are communicated in an open and regular manner. Employees are kept aware of progress versus these objectives and key developments within the Group by regular briefings and these include communications published on the group’s intranet and presentations by group and subsidiary management at conferences, roadshows and at routine office and site briefings. Senior staff participate in various bonus scheme arrangements linked to financial performance. Octopus Investments Fidelity Worldwide Investment Standard Life Investments 3,033,775 2,662,385 2,148,675 River and Mercantile Asset Management 1,697,000 Directors of the company Hargreave Hale – Stockbrokers Legal and General Investment Invesco Perpetual JPMorgan Asset Management Investec Asset Management Schroder Investment Management 1,624,129 1,480,756 1,300,610 920,452 868,959 852,357 845,780 10.9 9.6 7.7 6.1 5.9 5.3 4.7 3.3 3.1 3.1 3.1 The shareholding for A J Hogarth excludes shares held under the Company’s Joint Share Ownership Plan (JSOP) in which he is a beneficial co-owner of shares. Details of such shareholdings are given in the Report on Directors’ remuneration. Disabled persons Auditors It is the Group’s policy to give full and fair consideration to suitable applications for employment from disabled persons. Once employed, disabled persons receive equal opportunities for training, career development and promotion. Opportunities exist for employees of the Group who become disabled to continue their employment or to be trained for other positions within the Group. Substantial shareholdings The interests in excess of 3% of the issued ordinary share capital of the Company which have been notified as at 31 December 2015 were as follows: During the year the directors appointed PricewaterhouseCoopers LLP as auditors, replacing Grant Thornton UK LLP, and a resolution will be proposed for their re- appointment at the forthcoming Annual General Meeting. BY ORDER OF THE BOARD Phil Ledgard Company Secretary 2016 Staffline Group plc • Annual Report 2015 27 G o v e r n a n c e Directors’ Responsibilities Statement The Directors are responsible for preparing the Strategic Report and Directors’ Report and the consolidated 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 to prepare the 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 and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and accounting estimates that are reasonable and prudent; and • state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s and Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors confirm that: • so far as each Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and • the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 28 Staffline Group plc • Annual Report 2015 Governance Independent auditor’s report to the members of Staffline Group plc for the year ended 31 December 2015 Report on the group financial statements Our opinion In our opinion, Staffline Group plc’s group financial statements (the “financial statements”): • give a true and fair view of the state of the group’s affairs as at 31 December 2015 and of its profit and cash flows for the year then ended; • have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union; and • have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the Annual Report, comprise: • the consolidated statement of financial position as at 31 December 2015; • the consolidated statement of comprehensive income for the year then ended; • the consolidated statement of cash flows for the year then ended; • the consolidated statement of changes in equity for the year then ended; and • the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and IFRSs as adopted by the European Union. In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. Opinion on other matter prescribed by the Companies Act 2006 In our opinion, the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements. Other matters on which we are required to report by exception Adequacy of information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We have no exceptions to report arising from this responsibility. Directors’ remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Directors’ Responsibilities Statement set out on page 27, 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) (“ISAs (UK & Ireland)”). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of the financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: • whether the accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed; • the reasonableness of significant accounting estimates made by the directors; and • the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Other matters We have reported separately on the company financial statements of Staffline Group plc for the year ended 31 December 2015. Steven Kentish Senior Statutory Auditor for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Birmingham Date: 26 January 2016 Staffline Group plc • Annual Report 2015 29 G o v e r n a n c e 30 Staffline Group plc • Annual Report 2015 Consolidated statement of comprehensive income for the year ended 31 December 2015 2015 Underlying £’000 2015 Non underlying* £’000 Note 2015 Total £’000 2014 Underlying £’000 4 702,206 (615,456) 86,750 (56,439) 30,311 (2,021) 28,290 (5,188) 23,102 Continuing operations Sales revenue Cost of sales Gross profit Administrative expenses 5, 29 Operating profit Finance costs 6 Profit for the period before taxation Tax expense 8 Profit from continuing operations Loss after tax on discontinued operations Profit for the period Items that will not be reclassified to the profit and loss account - actuarial gains Items that may be reclassified to the profit and loss account – cumulative translation loss Net profit and total comprehensive income for the period Earnings per ordinary share 9 Continuing operations: Basic Diluted Discontinued operations: Basic Diluted - - - (22,814) (22,814) - (22,814) 2,791 (20,023) 702,206 503,167 (615,456) (438,320) 64,847 (45,478) 19,369 (779) 18,590 (4,342) 14,248 86,750 (79,253) 7,497 (2,021) 5,476 (2,397) 3,079 (712) 2,367 563 (84) 2,846 12.4p 12.3p (2.9p) (2.8p) 2014 Total (restated) £’000 503,167 (438,320) 64,847 (53,615) 11,232 (779) 10,453 (3,655) 6,798 - 6,798 6,798 28.6p 28.5p 2014 Non underlying* (restated) £’000 - - - (8,137) (8,137) - (8,137) 687 (7,450) - - - - * the non-underlying result includes the share based payment charge, amortisation of acquired intangible assets, acquisition costs and exceptional reorganisation costs. The accompanying notes form an integral part of these financial statements. Staffline Group plc • Annual Report 2015 31 Consolidated statement of changes in equity for the year ended 31 December 2015 Share capital £’000 Own shares JSOP £’000 Share premium £’000 Share based payment reserve £’000 Profit and loss account £’000 Total equity £’000 At 1 January 2015 Dividends Issue of new shares to JSOP Share options issued in equity settled share based payments Issue of new shares Transactions with owners Profit for the period Actuarial gains Cumulative translation adjustments Total comprehensive income for the period 2,775 (9,776) 39,930 - - - - - - - - - - 742 - - 742 - - - - - - - 2 2 - - - - 61 - - 30 - 30 - - - - 31,470 (3,989) 9,089 - - 5,100 2,367 563 (84) 64,460 (3,989) 9,831 30 2 5,874 2,367 563 (84) 2,846 2,846 At 31 December 2015 2,775 (9,034) 39,932 91 39,416 73,180 Share capital £’000 Own shares JSOP £’000 Share premium £’000 Share based payment reserve £’000 Profit and loss account £’000 Total equity £’000 i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d At 1 January 2014 as previously stated 2,569 (9,211) 24,195 Prior year adjustment (note 3) - - - At 1 January 2014 Dividends Issue of new shares to JSOP Share options issued in equity settled share based payments Issue of new shares Share issue costs Transactions with owners Profit for the period (restated) Total comprehensive income for the period 2,569 (9,211) 24,195 - 6 - 200 - 206 - - - (565) - - - - 559 - 15,800 (624) (565) 15,735 - - - - 31 - 31 - - 30 - - 30 - - 28,166 45,750 (744) 27,422 (2,750) - - - - (744) 45,006 (2,750) - 30 16,000 (624) (2,750) 12,656 6,798 6,798 6,798 6,798 Balance at 31 December 2014 (restated) 2,775 (9,776) 39,930 61 31,470 64,460 The accompanying notes form an integral part of these financial statements. 32 Staffline Group plc • Annual Report 2015 Consolidated statement of financial position for the year ended 31 December 2015 Note 2015 £’000 2014 (restated) £’000 Assets Non-current assets Goodwill Other intangible assets Property, plant & equipment Deferred tax asset Current Trade & other receivables Retirement benefit asset Current assets held for sale Cash and cash equivalents Total assets Liabilities Current Trade and other payables Borrowings Current liabilities held for sale Other current liabilities Current tax liabilities Non-current Borrowings Other non-current liabilities Deferred tax liabilities Total liabilities Equity Share capital Own shares Share premium Share based payment reserve Profit & loss account Total equity Total equity & liabilities 10 11 12 18 13 28 27 14 15 16 27 17 16 17 18 19 89,306 36,714 9,338 940 136,298 117,776 2,437 - 1,687 - 5,026 126,926 263,224 102,506 20,702 2,540 - 2,967 233 128,948 47,447 7,576 6,073 61,096 190,044 2,775 (9,034) 39,932 91 39,416 73,180 263,224 69,733 12,014 4,885 327 86,959 76,414 18,364 94,778 181,737 69,466 13,363 5,489 2,335 90,653 22,401 2,044 2,179 26,624 117,277 2,775 (9,776) 39,930 61 31,470 64,460 181,737 The financial statements were approved by the Board of Directors on 26 January 2016. A Hogarth Director P Ledgard Director The accompanying notes form an integral part of these financial statements. i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Consolidated statement of cash flows for the year ended 31 December 2015 Note 25 Cash flow from operating activities Taxes paid Net cash inflow from operating activities Cash flows from investing activities Purchases of property, plant and equipment Sale of property, plant and equipment Purchase of intangible assets Acquisition of businesses - cash paid, net of cash acquired Net cash used in investing activities Cash flows from financing activities: New loans (net of transaction fees) Loan repayments Acquisition of businesses - deferred consideration for prior acquisitions Lease repayments Interest paid Dividends paid Proceeds from sale of JSOP shares Settlement of JSOP liability Proceeds from the issue of share capital Net cash flows from financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 14 Staffline Group plc • Annual Report 2015 33 2015 £’000 2014 (restated) £’000 14,431 (5,016) 9,415 (3,935) - (500) (20,073) (24,508) 53,141 (35,335) (11,000) (28) (1,773) (3,989) 9,832 (9,088) - 1,760 (13,333) 18,359 5,026 17,599 (2,495) 15,104 (2,707) 14 - (26,614) (29,307) 9,575 (1,352) (165) - (602) (2,750) - - 15,376 20,082 5,879 12,480 18,359 The accompanying notes form an integral part of these financial statements. 34 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements for the year ended 31 December 2015 1. Nature of operations The principal activities of Staffline Group plc and its subsidiaries (the Group) include the provision of recruitment and outsourced human resource services to industry and services in the welfare to work arena and skills training. 2. General information and statement of compliance Staffline Group plc, a Public Limited Company listed on AIM, is incorporated and domiciled in the United Kingdom. The Company acts as the holding company of the Group. The registered office and principal place of business of the Group and its subsidiary companies is disclosed on the company details page to these financial statements. The company registration number is 05268636. The financial statements for the year ended 31 December 2015 (including the comparatives for the year ended 31 December 2014) were approved and authorised for issue by the board of Directors on 26th January 2016. The Group does not have an ultimate controlling related party. 3. Accounting policies Basis of preparation The consolidated financial statements are prepared for the 52 weeks ended 3 January 2016. The consolidated financial statements of the Group have been prepared on a going concern basis using the significant accounting policies and measurement bases summarised below, and in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The financial statements are prepared under the historical cost convention except for contingent consideration and cash settled share options which are measured at fair value. Separate financial statements of Staffline Group plc (‘the Company’) have been prepared, on pages 60 onwards, under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The consolidated financial statements are presented in sterling, which is also the functional currency of the parent company. The principal accounting policies of the Group are set out below. Prior year adjustment Following a review of the carrying value of the Group’s deferred tax assets, a prior year adjustment has been made in the 2014 comparatives to reduce the deferred tax asset on the share based payment reserve as at 31 December 2014 from £1,514,000 to £58,000. The prior year tax charge has accordingly increased from £2,943,000 to £3,655,000 with £744,000 posted to the 2013 closing profit and loss reserve. Earnings per share has also been restated. The impact on the prior year net assets is a reduction of £1,456,000. The dilapidation provision in the prior year has been reclassified from accruals to other liabilities to more accurately reflect the nature of the cost. There is no impact on net assets. In the consolidated statement of cash flows, deferred consideration paid on acquisition of businesses is now classified within financing activities, rather than investing activities. Consolidation of subsidiaries The Group financial statements consolidate those of the parent company and all of its subsidiaries as at 31 December 2015 in accordance with IFRS 10. Subsidiaries are all entities to which the Group is exposed or has rights to variable returns and the ability to affect those returns through power over the subsidiary. All subsidiaries have a reporting date of 31 December, with all subsidiary accounts prepared for the 52 weeks ended 3 January 2016. The results of subsidiaries whose accounts are prepared in a currency other than Sterling, are translated at the average rates of exchange during the period and their year end balances at the year- end rate. Translation adjustments are taken to the profit and loss reserves. Acquired subsidiaries and businesses are subject to the application of the acquisition accounting method. This involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary or business prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated balance sheet at these fair values, which are also used as the bases for subsequent measurement in accordance with the Group accounting policies. Material intra-group balances and transactions, and any unrealised gains or losses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. Business combinations The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair value of assets transferred, liabilities incurred and the equity interests of the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately. Segment reporting The Group has two material operating segments: the provision of temporary staff to customers, “Staffing Services” and the provision of welfare to work and other training services, together “PeoplePlus”. Each of these operating segments is managed separately as each requires different technologies, marketing approaches and other resources. For management purposes, the Group uses the same measurement policies as those used in its financial statements. The placement of permanent staff with customers, training and the provision of outsourced logistics services all contribute less than 10% of the Group’s total revenue, profit and assets. Under the definitions contained in IFRS 8, the only material geographic area that the Group operates in is the United Kingdom. Revenue recognition Staffing Services Income from the provision of temporary contractors is recognised at the end of the completed working week based on hours worked multiplied by the contracted rate, net of rebates. Income from permanent placements is recognised when the candidates start work. Income from training provision is recognised evenly across the period of the training. In each case, revenue is only recognised when the labour or service has been provided and the Group is contractually entitled to the revenue. Provisions for rebates are accounted for in the same period the related sales are recorded, and are calculated in accordance with the contractual arrangements in place. The Staffing business has a limited number of second tier arrangements whereby another recruitment company will provide contractors to the Group to enable the Group to fulfil a customer’s requirement. Where this i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 35 arrangement constitutes an agency relationship rather than principal, no sale or cost of sale is recognised in the income statement. The value of agency sales in the year is £5.2m (2014: £2.3m). impairment losses. Depreciation is charged on the cost less the estimated residual value, which is assessed annually, of these assets on a straight line basis over the estimated useful economic life of each asset. Employability Income from the provision of welfare to work services is recognised at the point the company earns the right to consideration for services performed in agreement with contracts and contractual obligations. Under the terms of the contract with the DWP, the welfare to work segment receives income when certain contractual milestones are met as each customer passes through the programme. The segment recognises revenue in the financial statements in line with when services are provided and when the milestone outcome can be assessed with reasonable certainty. The majority of income is received based upon performance against set criteria. Where income is received in advance this is initially held in the statement of financial position as deferred income and released to the statement of comprehensive income as services are provided. Accrued income is recognised where services have been provided in advance of receipt of income and based on all available evidence, the company expects to receive payment in accordance with the contract. In spreading revenue over the period services are provided, the basis of revenue recognition considers historical experience and future expectations in terms of success rates, and takes into account the anticipated length of period over which the services are ultimately provided. Operating expenses Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin. Goodwill Goodwill represents the excess of the fair value of the cost of a business acquisition over the Group’s share of the fair value of assets and liabilities acquired as at the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Intangible assets Assets acquired as part of a business combination In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects market expectations about the probability that the future economic benefits embodied in the asset will flow to the Group. An independent valuation is undertaken in order to assess the fair value of intangible assets acquired in a business combination. The fair value is then amortised over the economic life of the asset as detailed below. Where an intangible asset might be separable, but only together with a related tangible or intangible asset, the group of assets is recognised as a single asset separately from goodwill where the individual fair values of the assets in the group are not reliably measurable. Where the individual fair values of the complementary assets are reliably measurable, the Group recognises them as a single asset provided the individual assets have similar useful lives. Customer contracts, customer lists and licences The fair value of acquired customer contracts, customer lists and licences is capitalised and, subject to impairment reviews, amortised over their estimated lives (estimated to be 2-5 years). The amortisation is calculated so as to write off their fair value less their estimated residual values over their estimated lives. An impairment review is undertaken when events or circumstances indicate the carrying amount may not be recoverable. The useful lives of property, plant and equipment can be summarised as follows: Freehold buildings Computer equipment Fixtures and fittings Motor vehicles Impairment 50 years straight line 3-5 years straight line 3-5 years straight line 25% reducing balance Goodwill, other intangible assets and property, plant and equipment are subject to impairment testing. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors the related cash flows. Individual intangible assets or cash-generating units that include goodwill with an indefinite useful life are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow evaluation. Impairment losses recognised for cash- generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. Leases In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset or, if lower, the present value of the lease payments plus incidental payments, if any, to be borne by the lessee. All other leases are treated as operating leases. Payments on operating lease agreements are recognised as an expense on a straight-line basis. Associated costs, such as maintenance and insurance, are expensed as incurred. The Group does not act as a lessor. In December 2007, the Group completed the purchase, sale and leaseback of a new headquarters building for a purchase price of £1,455,000 and a sale price of £1,727,000, less costs of £101,000, which is considered by management to be above fair value. In accordance with IAS 17 the excess of proceeds over fair value was deferred and is being amortised over the remaining lease term (10 years). The subsequent leasing agreement, which has been considered separately for the land and buildings element, is treated in accordance with the Group’s existing operating lease accounting policy as detailed above. Property, plant and equipment Freehold land and property, computer equipment and fixtures and fittings are carried at acquisition cost less subsequent depreciation and Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the balance sheet date. They are calculated Taxation 36 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. However, in accordance with the rules set out in IAS 12, no deferred taxes are recognised on the initial recognition of goodwill. This applies also to temporary differences associated with shares in subsidiaries if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. Deferred tax liabilities are provided for in full if material. Deferred tax assets are recognised if it is probable that they will be able to be offset against future taxable income. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the profit or loss. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that are charged directly in other comprehensive income or equity are charged or credited directly to other comprehensive income or equity. Pensions Pensions to employees are provided through defined contributions to individual personal pension plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions to an independent entity. The Group has no legal or constructive obligations to pay further contributions after payment of the fixed contribution. Bank loans are raised for support of long term funding of the Group’s operations. They are recognised at proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the profit or loss on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less settlement payments. Dividend distributions to shareholders are included in ‘other short term financial liabilities’ when the dividends are approved by the shareholders’ meeting. Contingent consideration is measured at fair value through profit or loss. Other provisions and contingent liabilities Other provisions are recognised when present obligations will probably lead to an outflow of economic resources from the Group and they can be estimated reliably. The timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events, for example, legal disputes or onerous contracts. Provisions are measured as the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the balance sheet date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. In addition, long term provisions are discounted to their present values, where time value of money is material. All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Contributions recognised in respect of personal pension plans are expensed as they fall due. Liabilities and assets may be recognised if underpayment or prepayment has occurred and are included in current liabilities or current assets as they are normally of a short term nature. In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognised in the consolidated statement of financial position. Financial assets Equity The Group’s financial assets include cash, trade receivables and other receivables. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. All financial assets are initially recognised at fair value, plus transaction costs. They are subsequently included at amortised cost using the effective interest rate method. Trade receivables are provided against when objective evidence is received that the Group will not be able to collect all amounts due to it in accordance with the original terms of the receivables. Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents include cash at bank and in hand, overdrafts and short term highly liquid investments such as bank deposits less advances from banks repayable within three months from the date of advance. Financial liabilities The Group’s financial liabilities include bank loans, loan notes, an overdraft facility, trade and other payables, including liabilities for share-based payments, and other liabilities, which include deferred and contingent consideration payable in respect of business acquisitions. Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in “Finance Cost” in the statement of comprehensive income. Share capital is determined using the nominal value of shares that have been issued. Own shares is determined using the nominal value of shares that were issued to the Employee Benefit Trust in relation to the Joint Share Ownership Plan (JSOP). This Trust is controlled by the Group and therefore consolidated, resulting in the ‘Own shares’ deducted from equity. The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. The share based payment reserve represents the value of shares granted under share based payment arrangements. The profit and loss account includes all current and prior period results as disclosed in the statement of comprehensive income. Share based employee remuneration All share based payment arrangements are recognised in the consolidated financial statements. The Group operates equity settled and cash settled share based remuneration plans for remuneration of its employees. Equity settled share based remuneration All employee services received in exchange for the grant of any share i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 37 based remuneration are measured at their fair values. These 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 any non-market vesting conditions (for example, profitability and sales growth targets). All share based remuneration is ultimately recognised as an expense in profit or loss in the statement of comprehensive income with a corresponding credit to the share based payment reserve, net of deferred tax where applicable. If vesting periods or other 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. Non- market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of share options expected to vest differs from previous estimates. No adjustment is made to the expense recognised in prior periods if fewer share options ultimately are exercised than originally estimated. Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium. Cash settled share based remuneration The Group has certain issued cash settled share based payments in respect of services provided by key employees. The share based payment is measured at the fair value of the liability at the grant date and re-measured at fair value of the liability at each subsequent balance sheet date. A financial liability is recognised for the fair value of the share based payments at the date of the grant and is re-measured at the end of each reporting period and at settlement with any changes to the fair value recognised in profit or loss in the statement of comprehensive income. Key sources of estimation uncertainty The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next accounting year are as follows: Any subsequent change in these estimates would affect the amount of goodwill if the change qualifies as a measurement period adjustment. Any other change would be recognised in profit or loss in the statement of comprehensive income in the subsequent period. Critical judgments in applying the Group’s accounting policies The Directors consider that the only critical judgements in applying the accounting policies which are described above are • The fair value adjustments included in note 10 relating to the acquisitions in the year; • The assumptions used in the impairment review, assessing the carrying value of goodwill versus underlying value-in-use. More details are included in note 10; and • The estimation of the probability of the vesting conditions, attached to the JSOP, being met. Adoption of new or amended IFRS The Group has not early adopted the following new standards, amendments or interpretations that have been issued but are not yet effective, based on EU mandatory effective dates, for periods commencing on 1st January 2016. The Group has commenced its assessment of the impact of these standards but it is not yet in a position to state whether these standards would have a material impact on its results of operations and financial position. • IFRS 9 Financial Instruments (IASB effective date 1 January 2018)*; • IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016)*; • IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018)*; • Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (IASB effective date 1 January 2016)* • Clarification of Acceptable methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38 (IASB effective date 1 January 2016); • Annual improvement to IFRSs 2012-2014 Cycle (effective 1 January 2016)*; Impairment of goodwill • Amendments to IAS 16 and IAS 41: Bearer Plants (effective 1 January The annual impairment assessment in respect of goodwill requires estimates of the value-in-use of cash generating units to which goodwill has been allocated to be calculated. As a result, estimates of future cash flows are required, together with an appropriate discount factor for the purpose of determining the present value of those cash flows. The basis of review of the carrying value of goodwill is as detailed in note 10. Contingent consideration As part of the acquisition process, a forecast is prepared which projects the financial performance of the business over the expected earn-out period. These forecasts are reviewed and updated based on actual performance. Part of the cost of the acquisition is dependent on the trading performance of the acquired business following the transaction. The contingent consideration is based on these estimates of the future performance of the acquired business. The contingent consideration is classified as a financial liability, measured at fair value with any changes in estimated value recognised in profit and loss in the statement of comprehensive income. Business combinations On initial recognition, the assets and liabilities of the acquired business and the consideration paid for them are included in the consolidated financial statements at their fair values. In measuring fair value, management uses estimates of future cash flows and discount rates. 2016)*; • Amendments to IAS 27: Equity Method in Separate Financial Statements (effective 1 January 2016)*; • Sale or Contribution of Assets between an Investor and it Associate or Joint Ventures – Amendments to IFRS 10 and IAS 28 (deferred indefinitely)*. • Amendments to IFRS10 and IAS 28: Application of consolidation exception (effective 1 January 2016) • Amendments to IFRS 12: Application of consolidation exception (effective 1 January 2016) • Amendments to IAS1: Disclosure Initiative (effective 1 January 2016) *not adopted by the EU (as at 6 January 2016) 4. Segmental reporting Management currently identifies two operating segments: the provision of recruitment and outsourced human resource services to industry (‘Staffing Services’) and the provision of welfare to work services, skills training and, as of February 2015, probationary services - collectively this segment is called ‘PeoplePlus’. These operating segments are monitored by the Chief Operating Decision Maker, the Group’s Board, and strategic decisions made on the basis of segment operating results. 38 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 4. Segmental Reporting (continued) Segment information for the reporting period is as follows: Segment continuing operations: Staffing Services PeoplePlus 2015 2015 £’000 £’000 Total Group 2015 £’000 Staffing Services 2014 PeoplePlus 2014 £’000 £’000 Total Group 2014 £’000 Sales revenue from external customers 554,489 147,717 702,206 437,452 65,715 503,167 Cost of sales Segment gross profit Administrative expenses Depreciation (507,610) (107,846) (615,456) (398,836) (39,484) (438,320) 46,879 39,871 86,750 38,616 26,231 64,847 (33,124) (19,692) (52,816) (26,549) (16,953) (43,502) (557) (3,066) (3,623) (499) (1,477) (1,976) Segment operating profit before amortisation of intangibles, transaction costs and share based payment charge 13,198 17,113 Administrative expenses – share based payment charge (8,948) - Administrative expenses – reorganisation costs - (3,200) Administrative expenses – transaction costs Amortisation of intangibles Segment profit from operations Total non-current assets Total current assets Total liabilities Capital expenditure (167) (616) 3,467 36,439 92,757 148,982 608 (687) (9,196) 4,030 99,859 34,169 41,062 3,327 30,311 (8,948) (3,200) (854) (9,812) 7,497 136,298 126,926 190,044 3,935 11,568 (3,665) - (23) (530) 7,350 28,773 75,763 99,467 681 7,801 - - (637) (3,282) 3,882 58,186 19,015 17,810 2,026 19,369 (3,665) - (660) (3,812) 11,232 86,959 94,778 117,277 2,707 During 2015, one customer in the Staffing Services segment contributed greater than 10% of the Group’s revenues being 15.1% (£83m) of that segment’s revenues (2014: one customer being 18.5%, £81m); the amount receivable from this customer at 31 December 2015 is £11.0m (2014: £9.6m). The PeoplePlus segment has one customer contributing more than 10% of the Group’s revenue, being 66% of that segment’s revenues (2014: none); the amount receivable from this customer at 31 December 2015 is £0.9m (2014 £nil). 5. Administrative expenses Employee benefits expenses (note 7) Depreciation Operating lease expenses Other expenses Total 2015 £’000 2014 £’000 33,331 31,185 3,623 2,643 16,842 56,439 1,976 1,849 10,468 45,478 Auditors’ remuneration in their capacity as auditors of the parent company is £13,750 (2014: £13,750) and in their capacity as auditor of subsidiary companies is £254,250 (2014: £120,000). Non-audit remuneration in respect of tax compliance services totalled £40,000 (2014: £15,000) and in respect of other advice totalled £nil (2014: £123,000); the other advice in the prior year relates to tax advice on the setting up of the JSOP and acquisition advice. The prior year fees are all in relation to the Group’s previous auditors. Operating lease expenses of £3,520,000 (2014: £nil) relating to the PeoplePlus segment is included in cost of sales and therefore not reflected above. 6. Finance costs Interest payable on term loan, loan notes and overdraft Unwinding of loan note discount Amortisation of debt issue costs Total 2015 £’000 1,773 124 124 2,021 2014 £’000 602 115 62 779 i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 39 7. Directors and employees remuneration Employee benefits expense Expense recognised for employee benefits is analysed below: Wages and salaries Social security costs Other pension costs - defined contribution plans Share option charge - cash settled Share option charge - equity settled Total 2015 £’000 2014 £’000 84,214 35,849 7,593 2,084 8,918 30 3,244 606 3,635 30 102,839 43,364 Number Number The average number of persons (including Directors) employed by the Group during the year was: Sales and administrative 3,768 1,611 Of the £102,839,000 (2014: £43,364,000) total employee benefits cost above, £60,560,000 (2014: £12,180,000) relating to the PeoplePlus segment is included in cost of sales and therefore not reflected in administrative expenses in note 5 above. Included in cost of sales are temporary workers’ remuneration paid through the temporary payroll of subsidiary companies as follows: Wages and salaries Social security costs Total The average number of temporary workers contracted by the Group during the year was: Directors’ remuneration 2015 £’000 2014 £’000 431,342 369,443 25,048 23,106 456,390 392,549 Number Number 35,869 28,240 The remuneration of the Directors, which was all paid by Staffline Recruitment Limited, the Company’s wholly owned subsidiary undertaking, was as follows: 2015 Salary and fees Bonus Benefits in kind Subtotal Pension contributions Total A Hogarth P Ledgard D Martyn J Crabtree £’000 232 55 2 289 22 311 £’000 152 10 1 163 14 177 £’000 212 50 1 263 20 283 £’000 63 - - 63 - 63 E Barker £’000 C Braddock £’000 30 - - 30 - 30 35 - - 35 - 35 Total £’000 724 115 4 843 56 899 The Group incurred an income statement charge of £4.6m in relation to cash and equity settled share options held by the directors. The total is split as follows: A Hogarth (£3,142,000, 2014: £857,000), D Martyn (£1,050,000, 2014: £205,000) and P Ledgard (£406,000, 2014: £53,000). 40 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 7. Directors and employees remuneration (continued) 2014 Salary and fees Bonus Benefits in kind Subtotal Pension contributions Total A Hogarth P Ledgard £’000 232 55 2 289 22 311 £’000 152 10 1 163 14 177 D Martyn £’000 212 50 1 263 20 283 N Keegan J Crabtree £’000 £’000 E Barker £’000 C Braddock £’000 32 - - 32 - 32 63 - - 63 - 63 5 - - 5 - 5 20 - - 20 - 20 Total £’000 716 115 4 835 56 891 Share based employee remuneration Approved Employee Share Option Plan At 31 December 2015 the Group operates a share based payment scheme (EMI scheme) for certain employees. However as the number of employees now exceeds 250 the qualification criteria for an EMI scheme are no longer met so no further share options can be issued under the scheme. The share option scheme was available to all full time members of staff, with the exception of the Directors, subject to the rules of the scheme, the key points of which are as follows; • only staff with in excess of six months service are eligible; • the number of options granted is a factor of length of service and current salary; • options are exercisable between two and seven years of being granted; • except in certain limited circumstances all options lapse if an employee leaves the Group; and • exercise of options is not subject to any specific performance criteria. Performance Related Share Option Plan In 2013, a maximum of 100,000 performance-related share options were issued to a director, Diane Martyn. The options vest in March 2016 on a sliding scale dependent upon the performance of adjusted diluted earnings per share over the three years ended 31 December 2015; as of 31 December 2015, the maximum criteria has been met and accordingly the full amount of shares are expected to vest: D Martyn 8 March 2013 100,000 100,000 - 100,000 348.6p Date of grant At 1 Jan 2015 Granted Exercised At 31 Dec 2015 Exercise price Except as noted under the Joint Share Option Plan below, all share based employee remuneration will be settled in equity. The Group has no other legal or constructive obligation to repurchase or settle the options in cash. Share options and the weighted average exercise price are as follows for the reporting periods presented: Outstanding at start of period Granted Lapsed Exercised Outstanding at end of period Weighted average exercise price (pence) 2015 330 - - 92 336 Number 107,261 - (995) (1,838) 104,428 Weighted average exercise price (pence) 2014 327 - (162) - 330 Number 109,116 - (1,855) - 107,261 Staffline Group plc • Annual Report 2015 41 The Group has the following outstanding share options and exercise prices: Date exercisable and (option life): 2010 (up to 2015) 2011 (up to 2016) 2013 (up to 2016) 2016 (up to 2021) Number - 4,428 - 100,000 Weighted average exercise price (pence) 2015 Weighted average contractual life (months) 2015 Weighted average exercise price (pence) 2014 Number Weighted average contractual life (months) 2014 i F n a n c a i - 54 - 349 - - - 15 2,833 4,428 - 100,000 92 54 - 349 l S t a t e m e n t s - - - 15 C o n s o l i d a t e d Share options have exercise prices between 54p and 348.6p. The weighted average share price during the year was 1,215p (2014: 815p). The number of share options exercisable at the end of the year was 4,428 (2014: 7,261). The weighted average price of the options exercisable at the end of the year was 54p (2014: 69p). Joint Share Ownership Plan In September 2010 and July 2013 the Company established two Joint Share Ownership Plans (JSOP) to provide additional incentives to senior executives. During 2015, the September 2010 JSOP scheme vested and no interests remain. The directors and senior executives participating in the JSOP acquired an interest in the shares jointly with the Staffline Group plc Employee Benefit Trust. The directors’ interests are detailed below: A Hogarth D Martyn P Ledgard Award date 4 Jul 2013 4 Jul 2013 2 Dec 2013 Participation price Interest over (number of shares) 411.5p 411.5p 563p 350,000 350,000 170,000 Date on which exercisable 30/06/2018 30/06/2018 30/06/2018 The JSOP shares are held jointly between the director and the Staffline Group plc Employee Benefit Trust. Under the terms of the JSOP rules the directors are eligible to receive the excess of any disposal proceeds received for the JSOP shares over the participation price. The JSOP shares do not carry dividend or voting rights whilst they are jointly held by the director and the Staffline Group plc Employee Benefit Trust. For the July 2013 award, the shares vest at the minimum number when the diluted EPS pre amortisation exceeds 56p in any full year up to 2017. The shares vest at the maximum number when a) the diluted EPS pre amortisation equals 93.5p and b) the increase in total shareholder return exceeds the increase in the FTSE AIM All Share Total Return Index. If diluted EPS pre amortisation does not equal 56p in any full year up to 2017, the directors’ interest in the shares lapses. Diluted EPS adjusted for amortisation of intangibles is disclosed in note 9. The JSOP is settled in cash and therefore accounted for as a cash settled scheme. The fair value of the liability was determined using the Binomial valuation model as at 31 December 2015. Significant inputs into the calculations were: • share price at date of grant; • exercise prices as detailed above; • an average of 35% (2014: 32.5%) volatility based on expected and historical share price; • risk free interest rate of 0.98% (2014: 0.6% and 1.22%); • the disposal of shares and settlement of scheme on 30 June 2015 and 30 June 2018 respectively; and • 46% forfeiture rate on the 2013 JSOPs (2014: 46%) and 33% on the 2010 JSOP (2014: 33%) to account for employees that leave before the vesting date. 42 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 7. Directors and employees remuneration (continued) Share based employee remuneration In total £8,948,000 of employee remuneration expense has been included in the consolidated statement of comprehensive income for the year ended 31 December 2015 (2014: £3,665,000) which increased the share based payment reserve by £30,000 (2014: £30,000) in respect of equity settled schemes and increased the liability by £8,918,000 in respect of cash settled schemes. Key management personnel The key management are considered to be the Board of Directors of Staffline Group plc, whose remuneration can be seen above, and the divisional directors who participate in the JSOP. The aggregate remuneration for the divisional directors for the year is £1,310,000 (2014: £1,381,000). Disclosures in accordance with IAS 24 are included in note 20. 8. Tax expense The relationship between the expected tax expense and the tax expense actually recognised in the statement of comprehensive income can be reconciled as follows: Result for the year before tax Tax rate Expected tax expense Other non-deductible expenses Adjustment in respect of prior year Overseas profits not subject to UK tax Actual tax expense Tax expense comprises: Current tax expense Deferred tax (income)/expense - fixed asset timing differences - intangible asset permanent difference - share based payment temporary difference Tax expense 2015 £’000 5,476 1,109 1,784 (496) - 2,397 5,207 (803) (1,857) (150) 2,397 2015 % 20.25% 43.8% 2014 % 21.5% 34.9% 2014 £’000 10,453 2,247 1,378 63 (33) 3,655 4,016 271 (632) - 3,655 i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 43 During 2015, the Board decided to embark on a process to enhance the transparency and communication of the Group’s tax affairs, which resulted in the Group issuing a tax policy and achieving the Fair Tax Mark. A copy of the Group’s policy is available at www.staffline.co.uk/investors/group-tax-policy. The following disclosures are given to comply with the commitments made in that policy. UK corporation tax on profits for the year Adjustment in respect of prior years UK current tax charge Deferred tax Timing differences arising in the year UK deferred tax charge Total UK tax charge for the year Tax reconciliation: Profit before tax Tax due if paid at UK corporation tax rate (20.25%) Adjusting items: Depreciation in excess of capital allowances Expenses not deductible Adjustment to tax charge in prior period Current tax charge for the year Adjustments relating to deferred taxation: Depreciation in excess of capital allowances Permanent difference on consolidated intangible asset amortisation Short term timing difference on share based payment reserve Total deferred taxation credit for the year Total UK tax charge for the year Effective current tax rate for the year Effective total tax rate for the year Note (i) (ii) (i) (ii) (ii) (iii) (iv) 2015 £’000 5,703 (496) 5,207 (2,810) (2,810) 2,397 5,476 1,109 803 3,791 (496) 5,207 (803) (1,857) (150) (2,810) 2,397 21.2% 18.3% (i) capital allowances are tax relief provided in law for the expenditure the Group makes on fixed assets. In 2015, the rate at which fixed assets have been depreciated in the profit and loss account is in excess of the capital allowances claimed, giving rise to an additional current tax charge. Conversely, this treatment results in an increase in the tax written down value of the assets and a corresponding deferred tax asset is both recognised and increased. This deferred tax asset will be recovered in the future when capital allowances claimed exceed the depreciation charge. (ii} certain transaction costs relating to the acquisitions during the year, the amortisation charge relating to consolidated intangible assets and the JSOP profit and loss charge are not deductible under UK corporation tax and are therefore added back to taxable profits. A deferred tax liability is recognised for consolidated intangible assets which is amortised to the profit and loss account in line with the amortisation charge – this gives rise to a deferred tax credit each year. No deferred tax is recognised on the JSOP charges. (iii) the effective current tax rate for the year is calculated as the current tax expense on underlying profit before taxation i.e. excluding the non-underlying charges as described in note 5. These charges are not included in the underlying effective tax rate as they are not routine trading charges. (iv) the effective total tax rate is less than the UK corporation tax rate of 20.25% for the year due to the tax credit relating to the prior year of £496,000. There are no material profits arising overseas and accordingly no disclosures relating to overseas’ tax are included within the financial statements. Changes to the UK corporation tax rates were announced in the Chancellor’s Budget on 8 July 2015. These include reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. There is no material impact on deferred tax. 44 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 9. Earnings per share and dividends The calculation of basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year, after deducting any own shares (JSOP). The calculation of the diluted earnings per share is based on the basic earnings per share adjusted to allow for all dilutive potential ordinary shares. Details of the earnings and weighted average number of shares used in the calculations are set out below: Earnings on continuing operations (£’000) Earnings on discontinued operations (£’000) Basic 2015 3,079 (712) Basic* 2014 6,798 - Diluted 2015 3,079 (712) - Diluted* 2014 6,798 Weighted average number of shares 24,882,807 23,750,562 24,989,777 23,857,420 Earnings per share (pence): Continuing Discontinued Underlying earnings per share (pence)** 12.4p (2.9p) 92.8p 28.6p - 60.0p 12.3p (2.8p) - 92.4p 28.5p 59.7p *Prior year earnings per share restated as a result of the prior year adjustment referred to in note 3. **Earnings after adjusting for amortisation of acquired intangibles, share based payment charge, transaction costs and reorganisation costs including the tax effect. The weighted average number of shares has been increased by 1,132,245 (2014: 1,507,628) shares to take account of the full year effect of the two million shares issued during the prior year and the effect of the eight hundred thousand shares exercised under the 2010 JSOP. Dividends During the year, Staffline Group plc paid interim dividends of £1,901,000 (2014: £1,227,500) to its equity shareholders. This represents a payment of 7.5p (2014: 5p) per share. A final dividend of £3,169,874 has been proposed (2014: £2,358,542) but has not been accrued within these financial statements. This represents a payment of 12.5p (2014: 8.5p) per share. The final dividend for 2014 of £2,358,542 was declared and paid in 2015. 10. Goodwill Gross carrying amount At 1 January 2014 Additions At 31 December 2014 Additions At 31 December 2015 Additions a) A4e Limited Total £’000 30,971 38,762 69,733 19,573 89,306 On 27th April 2015 the Group announced the purchase of A4e Limited (‘A4e’). The Group paid £22.4m for the entire issued share capital and assumed A4e’s net debt of £11.0m, which, including other deal related costs, results in an effective consideration therefore of £34.5m. A4e is a leading provider of Welfare to Work and skills training services in the UK. Following the acquisition, the Group has become one of the largest Work Programme providers in the UK in terms of the number of job seekers supported and contract regions serviced, with a Work Programme presence in nine regions as a prime contractor and six further regions as a sub-contractor. This is a key long term growth initiative for the Group. The purchase consideration was funded by a £35m term loan. Directly attributable acquisition costs of £687,000 were included within administrative expenses and £354,000 of debt issue costs were capitalised in the balance sheet against the term loan and are being amortised to the income statement over the term of the loan. In accordance with IFRS 3 Business Combinations, the directors have made an initial assessment of the fair values of the acquired assets and liabilities, which, along with identified fair value adjustments, are shown in the table below. Any revisions to the provisional fair values within 12 months of the acquisition date will be reflected within the carrying value of goodwill as at the acquisition date. i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 45 Goodwill Property, plant and equipment Trade and other receivables Cash Pension asset Trade and other payables Corporation tax Deferred tax liability Borrowings Deferred tax liability on acquired intangibles Net liabilities acquired Intangible assets identified – customer contracts (see note 11) Goodwill Subtotal Provisional fair value £’000 - 8,868 20,517 9,503 1,874 (33,289) 2,008 (580) (19,768) (4,424) (15,291) 22,118 15,583 22,410 The cross selling opportunities and increased scale of the Group’s Welfare to Work trade (part of the PeoplePlus segment) give rise to consolidated goodwill of £15.6m, which is not separately identifiable as other intangible assets. No goodwill is deductible for corporation tax. At the time of the acquisition, there were several revenue streams that were approaching the end of their contracts and which were subsequently deemed to be onerous contracts. The above fair values include provisions for these contracts. The other fair value adjustments in the table above relate to elimination of acquired goodwill, dilapidation provisions, pre-acquisition costs not provided for and write offs of irrecoverable receivables. For the period from 28 April to 31 December 2015, A4E had revenues of £58.9 million and profit after tax of £0.8 million. If the acquisition had occurred on 1 January 2015, the Group’s revenues and profit after tax for the year ended 31 December 2015 would have been £749 million and £3.7 million respectively. b) Milestone Operations Limited On 28th September 2015 the Group announced the acquisition of Milestone Operations Limited (“Milestone”), a recruitment business specialising in temporary and permanent jobs for professional drivers, warehouse staff and industry experts within the transport, distribution, industrial and utilities sectors. Milestone services client sites throughout the UK with dedicated teams based at six operating centres, with a focus on LGV/HGV jobs as well as forklift, warehouse, office and technician jobs. Milestone manages recruitment with a unique Driver Performance Management System and Reward Scheme, designed to help improve driver performance through training, serving to improve efficiencies for clients and reward drivers for their loyalty and good performance. As previously indicated, the Group continues to see strong levels of demand for HGV drivers, combined with an ongoing systemic shortage of available HGV drivers in the UK. The acquisition therefore represents an attractive strategic fit with Staffline’s existing driving division, Driving Plus, strengthening the Group’s geographic reach across the UK, as well as bringing a blue chip client base. c) Diamond Recruitment Group On 12th October 2015 the Group announced the acquisition of the trade and assets of Diamond Recruitment Group (“Diamond”), a leading recruitment agency based in Northern Ireland. Diamond specialises in temporary and permanent recruitment solutions and has expertise in a number of Staffline’s core business sectors. Diamond brings a number of large blue-chip clients based in Northern Ireland as well as knowledge of the local area and an excellent reputation with clients. The combined acquired assets and liabilities of Milestone and Diamond are immaterial to the Group and accordingly the table below shows the combined fair value of the assets and liabilities acquired. 46 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 10. Goodwill (continued) Property, plant and equipment Trade and other receivables Cash Trade and other payables Corporation tax debtor Borrowings Deferred tax liability Net assets acquired Intangible assets identified – customer contracts (see note 11) Goodwill Subtotal Provisional fair value £’000 188 13,088 177 (7,908) 226 (5,567) (952) (748) 7,649 3,990 10,891 Consideration for the acquisitions included cash on completion of £7.9m and deferred consideration of £3m. The acquisitions increase the Group’s geographic presence in the Driving and Northern Ireland temporary labour markets respectively. This gives rise to consolidated goodwill of £4m, which is not separately identifiable of other intangible assets. No goodwill is deductible for corporation tax. Fair value adjustments relating to the write off of irrecoverable prepayments and recognition of liabilities for post-acquisition invoices that relate to the pre-acquisition period were included in the provisional fair values of the net liabilities acquired. For the period from acquisition to 31 December 2015, the acquired entities above had revenues of £24.8 million and profit after tax of £0.5 million. If the acquisition had occurred on 1 January 2015, the Group’s revenues and profit after tax for the year ended 31 December 2015 would have been £770.4 million and £3.6 million respectively. d) The Warwickshire & West Mercia Community Rehabilitation Company Limited In November 2014 the Group was awarded the probation and rehabilitation contract for Warwickshire and West Mercia by the Ministry of Justice. In January 2015 the acquisition of the related limited company was legally completed. Both the consideration and acquired net assets are immaterial and accordingly no further disclosures are included in the financial statements. i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 47 Impairment review The breakdown of Goodwill by entity is listed below: Staffline Recruitment Limited Onsite Partnership Limited* Peter Rowley Limited* A La Carte Recruitment Limited* Qubic Recruitment Solutions Limited* Ethos Recruitment Limited* Eos Works Group Limited Taskforce Recruitment Limited* Go New Recruitment Limited* PeoplePlus Group Limited (formerly Avanta Enterprise Limited) Softmist Limited A4e Limited Milestone Operations Limited* Diamond Recruitment Group* Date of acquisition Carrying value £’000 8 December 2004 16 March 2007 1 December 2009 17 May 2010 5 November 2010 14 March 2011 21 April 2011 12 September 2011 14 September 2012 6 June 2014 2 July 2014 27 April 2015 29 September 2015 13 October 2015 22,326 1,855 764 744 745 76 1,585 1,937 939 37,670 1,092 15,208 3,027 963 Following their acquisition, the businesses asterisked above were fully integrated into the core Staffing division. A4e along with Eos Works, Avanta and Softmist make up the trade of the People Plus division. Therefore, management consider there to be two cash generating units (in line with the business segments defined in note 4 and have tested these two cash generating units for impairment. Staffing Services Employability Goodwill as at 31 December 2015 £’000 33,376 55,555 88,931 2014 £’000 29,386 40,347 69,733 For both segments the recoverable amount of goodwill was determined based on a value-in-use calculation, covering a detailed three year forecast, followed by an extrapolation of expected cash flows over the next two years with a pre-tax discount rate of 9.8% (2014: 11%) based on weighted average cost of capital. The organic Staffing Services growth rates for the three year forecasts are between 7% and 10% and are based on the continuation of historic organic growth achieved by the business over the past 3 years. This has been achieved by sales growth with both existing and new customers and acquisitions. The growth rate for Staffing Services exceeds the long term average growth rate for the market but this is deemed reasonable based on a) the growth experienced over the past 3 years and b) the detailed business plans for 2016-2018. Beyond the three year forecast, no growth has been included in the calculation on the grounds of prudence. The People Plus growth rate is assumed to be nil due to the uncertainty around the constitution of the Work Programme 2 contracts, which begin in 2017. It is however expected that the Group will be awarded, at worst, the same number of contracts and at similar rates to existing contracts. The assumption around the granting of the new awards is based on the current level of (publicly known) performance of both the Avanta and A4E contracts in comparison to competitors. The results of the impairment review discussed above showed significant headroom in both cash generating units and accordingly no impairment is noted. Apart from the considerations described in determining the value-in-use of the cash generating units above, the Directors do not believe that any reasonably possible changes in the assumptions used in calculating the value-in-use would result in the recoverable amount of goodwill falling below the carrying value and impairment becoming necessary. There have been no amendments to the fair values recognised on the prior year acquisitions. 48 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 11. Other intangible assets The Group’s other intangible assets include the customer contracts and lists obtained through the acquisition of the companies in note 10 above plus the acquisition of a software licence obtained in 2013. There are no intangible assets with restricted title. There are four individually material intangible assets: - customer contracts in A4E Limited. The carrying value of the asset is £18,353,000 which is being amortised over the remaining life of the main contract, 39 months; - customer contracts in Diamond Recruitment Group. The carrying value of the asset is £2,743,000 which is being amortised over 5 years; - customer contracts in Milestone Operations Limited. The carrying value of the asset is £4,523,000 which is being amortised over 5 years; - customer contracts in PeoplePlus Group Limited. The carrying value of the asset is £5,373,000 (2014: £9,672,000) which is being amortised over 3 years. Software £’000 Licenses £’000 Customer contracts £’000 Customer lists £’000 Total £’000 Gross carrying amount At 1 January 2014 Additions through business combinations At 31 December 2014 Additions Additions through business combinations Transfer from property, plant and equipment At 31 December 2015 Amortisation At 1 January 2014 Provided in year At 31 December 2014 Provided in year Transfer from property, plant and equipment At 31 December 2015 Net book amount at 31 December 2015 Net book amount at 31 December 2014 - - - 500 - 5,153 5,653 - - - - 908 908 4,745 - 2,040 3,776 5,417 11,233 - 11,821 - 11,821 2,040 - - - 15,597 - 29,767 - 5,417 - - - 2,040 45,364 5,417 170 680 850 680 - 1,530 510 1,190 1,943 2,855 4,798 9,132 - 5,115 277 5,392 - - 13,930 5,392 31,434 10,799 25 25 23,054 500 29,767 5,153 58,474 7,228 3,812 11,040 9,812 908 21,760 36,714 12,014 i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 49 12. Property, plant and equipment Land and buildings £’000 Computer equipment £’000 Assets in course of construction £’000 Fixtures and fittings £’000 Motor vehicles £’000 Gross carrying amount At 1 January 2014 Additions Additions - business combinations Disposals Transfer At 31 December 2014 Additions Additions - business combinations Disposals Reclassifications* Transfer to other intangible assets Currency translation differences At 31 December 2015 Depreciation At 1 January 2014 Provided in year Disposals At 31 December 2014 Provided in year Disposals Transfer to other intangible assets Currency translation differences At 31 December 2015 Net book value At 31 December 2015 At 31 December 2014 2,069 121 - - - 2,190 893 1,298 (230) (614) - (4) 3,533 1,019 281 - 1,300 261 (230) - (1) 1,330 2,203 890 2,172 1,076 582 (23) - 3,807 1,594 7,404 (619) (69) (5,153) (62) 6,902 1,321 815 (22) 2,114 2,376 (613) (908) (58) 2,911 3,991 1,693 - - - - - - 700 - - - - - 495 1,498 1,518 (138) (17) 3,356 747 347 (540) (36) - (39) 700 3,835 - - - - - - - - - 700 - 345 865 (127) 1,083 937 (536) - (35) 1,449 2,386 2,273 48 12 - (30) 17 47 1 83 (7) - - (7) 117 31 15 (28) 18 49 (3) - (5) 59 58 29 * as described in note 27, the assets of A4E Australia have been reclassified as current assets held for sale in accordance with IFRS 5. Total £’000 4,784 2,707 2,100 (191) - 9,400 3,935 9,132 (1,396) (719) (5,153) (112) 15,087 2,716 1,976 (177) 4,515 3,623 (1,382) (908) (99) 5,749 9,338 4,885 50 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 13. Trade and other receivables Trade and other receivables Accrued income 2015 £’000 99,358 18,418 117,776 2014 £’000 68,795 7,619 76,414 Trade and other receivables are usually due within 30 days and do not bear any effective interest rate. All trade receivables are subject to credit risk exposure. The Group does not identify specific concentrations of credit risk with regards to trade and other receivables as the amounts recognised represent a large number of receivables from various customers. The fair value of these short term financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value. There is no bad debt provision due to the cash collection history. Some of the unimpaired trade receivables are past due as at the reporting date. The age of financial assets past due but not impaired, is as follows: Not more than three months More than three months but no more than six months 14. Cash and cash equivalents Cash and cash equivalents Bank overdraft (see note 16) Cash and cash equivalents per cash flow statement 2015 £’000 10,264 786 11,050 2015 £’000 5,026 - 5,026 2014 £’000 10,461 328 10,789 2014 £’000 18,364 (5) 18,359 Cash and cash equivalents consist of cash on hand and balances with banks only. At the year-end £4,989,000 (2014: £18,364,000) of cash on hand and balances with banks were held by subsidiary undertakings however this balance is available for use by the Company. £1,275,000 of the year-end cash balance was held outside of the group overdraft facility with Lloyds. 15. Trade and other payables Trade and other payables Accruals Other taxation and social security 2015 £’000 16,786 46,242 39,478 102,506 2014 £’000 7,911 29,885 31,670 69,466 The fair value of trade and other payables has not been separately disclosed as, due to their short duration, the Directors consider the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value. Staffline Group plc • Annual Report 2015 51 2015 £’000 20,868 8,750 39,125 (594) 68,149 2015 £’000 11,875 8,993 (166) - 2014 £’000 13,468 11,409 11,250 (363) 35,764 2014 £’000 2,500 10,964 (106) 5 20,702 13,363 i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d 26,000 21,875 - (428) 47,447 68,149 (68,742) 5,026 7,500 6,250 8,909 (258) 22,401 35,764 (36,128) 18,364 (17,764) 16. Borrowings Borrowings are repayable as follows: In one year or less or on demand In more than one year but not more than two years In more than two years but not more than five years Unamortised transaction costs Split: Current liabilities: Term loan Discounted loan notes Unamortised transaction costs Overdraft Non-current liabilities: Revolving credit facility Term loan Discounted loan notes Unamortised transaction costs Total borrowings Total borrowings excluding unamortised transaction costs Cash (note 14) Net debt as disclosed in consolidated statement of cash flows (63,716) The term loan, discounted loan notes and revolving credit facility (RCF) are secured by a debenture over all the assets of the Group. A term loan of £35m was drawn down in June as part of the A4e acquisition. The loan is repayable quarterly and matures in 2019. Interest accrues on the loan at between 1.4% and 2.4% plus LIBOR, depending upon the level of adjusted leverage as defined in the banking covenants. As part of the Avanta acquisition in 2014, there was £20m of deferred consideration due to the vendors, £11m which was paid in 2015 and £9m due to be paid in 2016. The deferred consideration is in the form of bank guaranteed, coupon-bearing loan notes. The two loan notes have been discounted back to the book values disclosed above. Interest on the bank guarantees is charged at 1.4%. The revolving credit facility is repayable in 2019 and interest accrues at the same rate as the term loan. Subsequent to the year end the group has secured a further £7.5m of working capital facility. 52 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 17. Other liabilities Due within one year Deferred income Deferred consideration Cash settled JSOP liability Due after more than one year Deferred income Dilapidation provision Cash settled JSOP liability 2015 £’000 17 2,950 - - 2,967 17 1,379 6,180 7,576 2014 £’000 17 5,472 5,489 33 1,131 880 2,044 The deferred income relates to the current head office building for the Group which was subject to a sale and lease back transaction in December 2007, with a sales price above fair value. The excess of proceeds over fair value has been deferred and is being amortised over the remaining lease term. The subsequent leasing agreement is treated as an operating lease. See note 21 for further information relating to details on the Group’s operating lease agreements. The dilapidation provision in the prior year has been reclassified from accruals to other liabilities to more accurately reflect the nature of the cost. 18. Deferred tax (restated) 1 January Deferred tax assets/(liabilities) Property, plant and equipment temporary timing differences Acquired intangible assets Retirement benefit asset (as originally Prior year 1 January Recognised Recognised on (restated) acquisition 2015 £’000 £’000 stated) adjustment 2015 £’000 in profit and loss £’000 2015 £’000 31 Assets held December 2015 £’000 for sale £’000 269 (2,179) - - - - 269 803 (205) (135) (2,179) 1,857 (5,376) - 58 - 150 (375) - - - - 732 (5,698) (375) 208 Share based payment liability 1,514 (1,456) Recognised as: Deferred tax asset Deferred tax liability (396) (1,456) (1,852) 2,810 (5,956) (135) (5,133) 1,783 (1,456) 327 953 (205) (135) 940 (2,179) - (2,179) 1,857 (5,751) - (6,073) There are no material deferred tax assets that have not been recognised (2014: nil). As described in note 27, the assets of A4E Australia have been reclassified as current assets held for sale in accordance with IFRS 5; accordingly the A4E Australia deferred tax asset is reclassified in the above table. i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 53 19. Share capital Authorised 30,000,000 (2014: 30,000,000) ordinary 10p shares Allotted and issued 27,749,389 (2014: 27,747,551) ordinary 10p shares 2015 £’000 3,000 2,775 2014 £’000 3,000 2,775 Year ended 31 December 2015 Year ended 31 December 2014 Shares issued and fully paid at the beginning of the period 27,747,551 25,687,551 Shares issued during the year Shares issued and fully paid Shares authorised but unissued 1,838 2,060,000 27,749,389 27,747,551 2,250,611 2,252,449 Total equity shares issued at end of period 30,000,000 30,000,000 All ordinary shares have the same rights and there are no restrictions on the distribution of dividends or repayment of capital with the exception of the 2,390,400 shares held by the EBT where the right to dividends has been waived. 20. Related party transactions The only related parties are the Group’s Directors and Group undertakings. Transactions with wholly owned Group entities are exempt from disclosure. Transactions with Group Directors The Group Directors’ personal remuneration includes the following expenses: Short-term employee benefits: Salaries and fees Bonus – unpaid at year-end Benefits in kind Social security costs Pension contributions Share based employee remuneration 2015 £’000 724 115 4 99 56 4,598 5,596 2014 £’000 716 115 4 115 56 1,114 2,120 In addition to the above, the Group spent £28,484 (2014: £30,585) in accommodation expenses at Hogarth’s Hotel, which is owned by the Chief Executive. £2,647 remains outstanding at year-end (2014: £2,558). During the year, a director loaned £2m to the company. This attracted no interest charges and was repaid in full prior to 31 December 2015. 54 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 21. Operating leases The Group’s aggregate minimum operating lease payments for the full remaining lives of the leases are as follows: In one year or less Between one and five years In five years or more 2015 Land and buildings £’000 6,017 7,250 2,661 15,928 2014 Land and buildings £’000 285 3,392 220 3,897 Lease payments recognised as an expense during the year ended 31 December 2015 amounted to £6,163,000 (2014: £1,849,000). Operating lease agreements do not contain any contingent rent clauses. None of the operating lease agreements contain renewal or purchase options or escalation clauses or any restrictions regarding dividends, future leasing or additional debt. No sub-lease income is due as all assets held under lease agreements are used exclusively by the Group. 22. Contingencies A cross guarantee exists between all companies in the Group for all amounts payable to Lloyds. The Group amount owing to Lloyds at year-end is £56.0m. The Group has no other contingent assets or liabilities at 31 December 2015 or 31 December 2014. 23. Capital commitments The Group had no material capital commitments at either 31 December 2015 or 31 December 2014. 24. Risk management objectives and policies The Group is exposed to a variety of financial risks through its use of financial instruments which result from both its operating and investing activities. The Group’s risk management is co-ordinated at its headquarters, in close co-operation with the Board of Directors. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below. Credit risk Generally, the Group’s maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the balance sheet date, as summarised below: Trade and other receivables (note 13) Cash and cash equivalents (note 14) Accrued income (note 13) 2015 Loans and receivables and balance sheet totals £’000 2014 Loans and receivables and balance sheet totals £’000 99,358 5,026 18,418 122,802 68,795 18,364 7,619 94,778 Credit risk is only disclosed in circumstances where the maximum potential loss differs significantly from the financial asset’s carrying amount. The Group’s trade and other receivables are actively monitored to avoid significant concentrations of credit risk. Details in respect of trade receivables at 31 December 2015 are provided in note 13. The Group has adopted a policy of carefully monitoring all customers, especially those who lack an appropriate credit history. Staffline Group plc • Annual Report 2015 55 Liquidity risk The Group seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by the use of a bank overdraft facility up to £15,000,000. Subsequent to the year end the group has secured a further £7,500,000 of working capital facility. Interest rate risk All financial liabilities of the Group are subject to floating interest rates. Competitive rates have been renegotiated with the Group’s bankers and the rate paid on both the term loan and RCF has been set at 1.4% above LIBOR. The following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of +/- one percentage point with effect from the beginning of the year. (Decrease)/increase in net result and equity £’000 Foreign currency sensitivity 2015 +1% (933) 2015 -1% 933 2014 +1% (221) 2014 -1% 221 Most of the Group’s transactions are carried out in sterling. Exposure to currency exchange rates arises from the Group’s overseas sales and purchases which are predominantly denominated in Polish zloty and the Euro (Republic of Ireland). These sales and purchases are immaterial to the Group’s total sales and purchases. Due to the highly immaterial nature of these foreign currency transactions the Group has not entered into any foreign currency risk mitigation strategies to date. This will be kept under review as overseas business continues to grow. Financial liabilities The Group’s liabilities are classified as follows: Term loan and loan notes RCF Trade and other payables Taxation and social security Accruals Deferred consideration Dilapidation provision Deferred income Other liabilities -JSOP Corporation tax Total 2015 Financial liabilities at fair value through profit or loss £’000 2015 Other financial liabilities at amortised cost £’000 2015 Liabilities not within the scope of IAS 39 £’000 2015 Balance sheet total £’000 - - - - - - - - - - - 42,743 26,000 16,786 39,478 46,242 - - - - - - - - - - 2,950 1,379 34 6,180 233 42,743 26,000 16,786 39,478 46,242 2,950 1,379 34 6,180 233 171,249 10,776 182,025 It is considered that the fair value of the Group’s financial assets and liabilities equal the book value. i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d 56 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 24. Risk Management objectives and policies (continued) Term loan and loan notes RCF Overdraft Trade and other payables Accruals Dilapidation provision Deferred income Other liabilities Deferred tax Corporation tax Total 2014 Financial liabilities at fair value through profit or loss £’000 2014 Other financial liabilities at amortised cost £’000 2014 Liabilities not within the scope of IAS 39 £’000 2014 Balance sheet total £’000 - - - - - - - - - - - 28,623 7,500 5 39,581 29,885 - - - - - - - - - - 1,131 50 6,352 2,179 2,335 28,623 7,500 5 39,581 29,885 1,131 50 6,352 2,179 2,335 105,594 12,047 117,641 Fair value represents amounts at which an asset could be exchanged or a liability settled on an arm’s length basis. Financial assets and financial liabilities measured at fair value are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in the fair value measurement, as follows: - level 1 - quoted prices in active markets for identical assets and liabilities - level 2 - inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly - level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs) The Group has no financial assets or liabilities in any classification. Maturity of financial liabilities The analysis of the maturity of financial liabilities within the scope of IAS 39 at 31 December 2015 is as follows: 2015 Less than one year £’000 11,875 - 8,993 - Term loan RCF Loan notes Overdraft Trade and other payables 14,786 Taxation and social security 39,478 2015 Two to five years £’000 21,875 26,000 - - - - - 2015 More than five years £’000 - - - - - - - - 2015 Total £’000 33,750 26,000 8,993 - 14,786 39,478 48,242 171,249 2014 Less than one year £’000 2014 Two to five years £’000 2014 More than five years £’000 2,500 - 10,964 5 7,911 31,670 29,885 82,935 6,250 7,500 8,909 - - - - 22,659 - - - - - - - - 2014 Total £’000 8,750 7,500 19,873 5 7,911 31,670 29,885 105,594 Accruals Total 48,242 123,374 47,875 Staffline Group plc • Annual Report 2015 57 The analysis of the maturity of contractual undiscounted financial liabilities at 31 December 2015 is as follows: 2015 Less than one year £’000 12,383 481 9,028 Term loan RCF Loan notes Trade and other payables 14,786 Taxation and social security 39,478 48,242 Accruals Total 2015 Two to five years £’000 22,364 27,243 - - - - 2015 More than five years £’000 - - - - - - - 2014 2014 Two to More than five years £’000 five years £’000 2015 Total £’000 34,747 27,724 2014 Less than one year £’000 2,637 139 9,028 11,234 14,786 39,478 48,242 7,911 31,670 29,885 6,390 7,720 9,028 - - - 2014 Total £’000 9,027 7,859 20,262 7,911 31,670 29,885 106,614 i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d - - - - - - - 124,398 49,607 174,005 83,476 23,138 25. Cash flows from operating activities Profit before taxation Adjustments for: Loss on discontinued operations Finance costs Depreciation, loss on disposal and amortisation Operating profit before changes in working capital and share options Change in trade and other receivables Change in trade and other payables Cash generated from operations Additional pension contributions Employee cash settled share options Employee equity settled share options Year ended 31 December 2015 £’000 Year ended 31 December 2014 £’000 5,476 10,453 (712) - 2,021 13,449 20,234 (7,140) (6,861) 6,233 (750) - 8,918 30 779 5,789 17,021 (6,282) 3,195 13,934 3,635 30 Net cash inflow from operating activities 14,431 17,599 Movement in net debt Net debt at 1 January 2015 (excluding transaction fees) Acquired debt New loans (excluding transaction fees) Unwinding of discount on loan notes Loan repayments Change in cash and cash equivalents Net debt at 31 December 2015 £’000 (17,764) (25,335) (53,495) (124) 46,335 (13,333) (63,716) 58 Staffline Group plc • Annual Report 2015 Notes to the consolidated financial statements (continued) 26. Capital management policies and procedures The Board’s current priorities for the Group’s free cash flow are to fund Group development, maintain the strength of the balance sheet and to support a sustainable dividend policy. The Group’s overall strategy remains unchanged from last year in that it manages its capital to ensure that the Group will be able to continue as a going concern through the economic cycle. The capital structure of the Group consists of net debt, which is represented by cash and cash equivalents (note 14), bank loans, overdrafts and revolving credit facilities (note 16) and equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity. The only restrictions on the Group’s capital relates to the covenants attached to the debt facilities. 27. Assets held for sale During the year, the Board decided to dispose of A4E Australia and its related subsidiaries. In accordance with ‘IFRS 5 Non-current assets held for sale and discontinued operations’, the post- acquisition results of A4E Australia are disclosed in the income statement as discontinued operations – breakdown included below in the table. The total assets and total liabilities of A4E Australia are held as current assets held for sale and current liabilities held for sale respectively. A sale is expected within 12 months of the balance sheet date at a value higher than the carrying value of the net current liabilities held for sale. The cash flows of A4E Australia are consistent with the operating results. Sales Cost of sales Gross loss Administrative expenses Operating loss Interest receivable Loss before and after taxation Property, plant and equipment Trade and other receivables Deferred taxation asset Current assets held for sale Trade and other payables Current liabilities held for sale Year ended 31 December 2015 £’000 2,275 (2,411) (136) (579) (715) 3 (712) 719 833 135 1,687 (2,540) (2,540) i F n a n c a i l S t a t e m e n t s C o n s o l i d a t e d Staffline Group plc • Annual Report 2015 59 28. Retirement benefit asset One of the Group’s subsidiaries operates a defined benefit pension scheme for its staff. The scheme is closed to new entrants. The amounts recognised in the balance sheet are determined as follows: Present value of funded obligations Fair value of plan assets Asset in the balance sheet The movement in the defined benefit obligation over the year is as follows: Balance at 1 January 2015 Acquired obligation Interest cost Service cost Benefits paid Actuarial gain Asset in the balance sheet The movement in the fair value of the plan assets over the year is as follows: Balance at 1 January 2015 Acquired assets Expected return Contributions Benefits paid Actuarial loss Asset in the balance sheet Year ended 31 December 2015 £’000 (5,878) 8,315 2,437 2015 £’000 - 6,644 169 191 (243) (883) 5,878 2015 £’000 - 8,518 169 191 (243) (320) 8,315 A charge of £191,000 is included within the income statement within administrative expenses; a net actuarial gain of £563,000 is included within other comprehensive income. 29. Non-underlying administrative expenses Included within administrative expenses are the following non underlying costs Amortisation of acquired intangible assets Share based payment charges Transaction costs Reorganisation costs 2015 £’000 2014 £’000 9,812 8,948 854 3,200 - 3,812 3,665 660 22,814 8,137 Reorganisation costs are the exceptional restructuring costs of forming the PeoplePlus division. 60 Staffline Group plc • Annual Report 2015 Company statutory financial statements for the year ended 31 December 2015. Company number 05268636 Independent auditor’s report to the members of Staffline Group plc for the year ended 31 December 2015 Report on the company financial statements Our opinion In our opinion, Staffline Group plc’s company financial statements (the “financial statements”): • give a true and fair view of the state of the company’s affairs as at 31 December 2015 and of its profit and cash flows for the year then ended; • have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union; and • have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the Annual Report, comprise: • the company statement of financial position as at 31 December 2015; • the company statement of cash flows for the year then ended; • the company statement of changes in equity for the year then ended; and • the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and IFRSs as adopted by the European Union. In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events. Opinion on other matter prescribed by the Companies Act 2006 In our opinion, the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements. Other matters on which we are required to report by exception Adequacy of information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not received all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or • the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors’ remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. Staffline Group plc • Annual Report 2015 61 Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Directors’ Responsibilities Statement set out on page 27, 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) (“ISAs (UK & Ireland)”). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of the financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: • whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied and adequately disclosed; • the reasonableness of significant accounting estimates made by the directors; and • the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Other matter We have reported separately on the group financial statements of Staffline Group plc for the year ended 31 December 2015. Steven Kentish (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Birmingham Date: 26th January 2016 i F n a n c a i l S t a t e m e n t s C o m p a n y S t a t u t o r y 62 Staffline Group plc • Annual Report 2015 Company statement of changes in equity for the year ended 31 December 2015 At 1 January 2015 Dividends Vesting of JSOP shares Issue of new shares Transactions with owners Profit for the period Total comprehensive income for the period Share capital £’000 2,775 Own shares JSOP £’000 (9,776) Share premium £’000 39,930 - - - - - - - 742 - 742 - - - - 2 2 - - Profit and loss account £’000 8,207 (3,989) 9,089 - 5,100 4,441 4,441 Total equity £’000 41,136 (3,989) 9,831 2 5,844 4,441 4,441 At 31 December 2015 2,775 (9,034) 39,932 17,748 51,421 At 1 January 2014 Dividends Issue of new shares to JSOP Issue of new shares Share issue costs Transactions with owners Profit for the period as previously reported Profit impact on transition to IFRS (note 31) Total comprehensive income for the period Share capital £’000 2,569 - 6 200 - 206 - - - Own shares JSOP £’000 (9,211) - (565) - - (565) - - - Share premium £’000 24,195 - 559 15,800 (624) 15,735 - - - Profit and loss account £’000 9,633 (2,750) - - - (2,750) 1,224 100 1,324 Total equity £’000 27,186 (2,750) - 16,000 (624) 12,626 1,224 100 1,324 Balance at 31 December 2014 2,775 (9,776) 39,930 8,207 41,136 The accompanying notes form an integral part of these financial statements. Staffline Group plc • Annual Report 2015 63 Company statement of financial position at 31 December 2015 Assets Non-current assets Other intangible assets Investments Current Trade & other receivables Cash and cash equivalents Total assets Liabilities Current Trade and other payables Borrowings Other current liabilities Non-current Borrowings Other non-current liabilities Total liabilities Equity Share capital Own shares Share premium Profit & loss account Total equity Total equity & liabilities Note 34 33 35 36 37 38 37 38 39 2015 £’000 500 58,011 58,511 41,343 36 41,379 99,890 141 20,702 - 20,843 21,446 6,180 27,626 48,469 2,775 (9,034) 39,932 17,748 51,421 99,890 2014 £’000 1,166 26,684 27,850 47,904 65 47,969 75,819 72 13,358 5,472 18,902 14,901 880 15,781 34,683 2,775 (9,776) 39,930 8,207 41,136 75,819 The financial statements were approved by the Board of Directors on 26 January 2016. A Hogarth Director P Ledgard Director i F n a n c a i l S t a t e m e n t s C o m p a n y S t a t u t o r y 64 Staffline Group plc • Annual Report 2015 Company statement of cash flows at 31 December 2015 Net cash inflow/(outflow) from operating activities Cash flows from investing activities Acquisition of businesses - cash paid, net of cash acquired Note 41 Dividends received Net cash used in investing activities Cash flows from financing activities: New loans (net of transaction fees) Loan repayments Acquisition of businesses - deferred consideration for prior acquisitions Interest paid Dividends paid Proceeds from the issue of share capital Net cash flows from financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Net debt at beginning of year Net change in cash and cash equivalents Repayment of loans New loans net of transaction fees Unwinding of loan notes and transaction fees Net debt at end of year 37 The comparative statement of cash flows is unaudited due to the transition to IFRS. 2015 £’000 8,757 (22,410) - 3,989 (18,421) 34,646 (10,000) (11,000) - (766) (3,989) 744 9,635 (29) 65 36 (28,558) (29) 21,000 (34,646) (474) (42,707) Unaudited 2014 £’000 (23,250) 2,750 2,750 9,575 (1,250) (386) (2,750) 15,376 20,565 65 - 65 - 65 - (28,623) - (28,558) The accompanying notes form an integral part of these financial statements. Staffline Group plc • Annual Report 2015 65 Notes to the company financial statements For the year ended 31 December 2015 Basis of preparation The financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. The transition to International Financial Reporting Standards has been made in accordance with International Financial Reporting Standard 1 “First-time adoption of International Financial Reporting Standards”. The transition to International Financial Reporting Standards (‘IFRS’) reporting has resulted in a number of changes in the reported financial statements, notes thereto and accounting principles compared to the previous annual report. Note 30 provides further details on the transition from UK GAAP to IFRS. Investments Investments in the subsidiaries are included at cost less amounts written off. Where the consideration for the acquisition of a subsidiary undertaking includes shares in the Company to which the provisions of Section 612 of the Companies Act 2006 apply, cost represents the nominal value of shares issued together with the fair value of any additional consideration given and costs. i F n a n c a i l Deferred taxation Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the financial statements with their respective tax bases. Deferred tax liabilities are provided for in full if material. Deferred tax assets are recognised if it is probable that they will be able to be offset against future taxable income. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the profit or loss. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that are charged directly in other comprehensive income or equity are charged or credited directly to other comprehensive income or equity. S t a t e m e n t s Intangible assets Other intangible assets relate to the fair value of acquired intellectual property rights of a software product which is subject to impairment reviews and is being amortised over 3 years, the expected useful life. The amortisation is calculated so as to write off the fair value less the estimated residual values over the estimated useful life. An impairment review is undertaken when events or circumstances indicate the carrying amount may not be recoverable. Share based payment The Company has issued cash settled share based payment in respect of services provided by key employees of one of its subsidiaries. The share based payment is measured at the fair value of the liability at the grant date and re-measured at the fair value of the liability at each subsequent balance sheet date. A liability is recognised for the fair value of the share based payments with the corresponding entry recognised as an increase in the investment held in the subsidiary. Financial assets The Company’s financial assets include cash and amounts due from group companies. All financial assets are initially recognised at fair value, plus transaction costs. They are subsequently included at amortised cost using the effective interest rate method. Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents include cash at bank and in hand, overdrafts and short term highly liquid investments such as bank deposits less advances from banks repayable within three months from the date of advance. Financial liabilities The Company’s financial liabilities include bank loans and loan notes. Financial liabilities are recognised when the Company becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in “Finance Cost” in the statement of comprehensive income. Bank loans are raised for support of long term funding of the Company’s operations. They are recognised at proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the profit or loss on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Dividend distributions to shareholders are included in ‘other short term financial liabilities’ when the dividends are approved by the shareholders’ meeting. C o m p a n y S t a t u t o r y 66 Staffline Group plc • Annual Report 2015 Notes to the company financial statements (continued) 30. Transition to international financial reporting standards The transition from previous UK GAAP to IFRS has been made in accordance with IFRS 1, “First-time Adoption of International Financial Reporting Standards”. The Company’s financial statements for the year ended 31 December 2015 and the comparatives presented for the period ended 31 December 2014 comply with all presentation, recognition and measurement requirements of IFRS applicable for accounting periods commencing on or after 1 January 2014. The following reconciliations and explanatory notes thereto describe the effects of the transition for the financial year 2014. All explanations should be read in conjunction with the IFRS accounting policies of Staffline Group plc. Statutory profit and loss account for the year ended 31 December 2014 and balance sheet at 31 December 2014 The re-measurement of balance sheet items as at 31 December 2014 may be summarised as follows: Reconciliation as at 31 December 2014 Goodwill Profit and loss account Total adjustment to equity UK GAAP £’000 1,700 8,107 8,107 Effect of transition £’000 100 100 100 IFRS £’000 1,800 8,207 8,207 The reconciliation of the Group’s equity reported under previous GAAP to its equity under IFRS as at 31 December 2014 may be summarised as follows: Reconciliation as at 31 December 2014 Retained earnings - UK GAAP Reversal of goodwill amortisation – prior year Retained earnings - IFRS £’000 8,107 100 8,207 Profit and loss reported under UK GAAP for the year ended 31 December 2014 is reconciled to IFRS as follows: Reconciliation as at 31 December 2014 Sales revenue Cost of sales Gross profit Administrative expenses Operating result Amortisation of goodwill Dividends income Finance costs Result for the period before taxation Tax income Net result for the period UK GAAP £’000 Effect of transition £’000 - (-) - (978) (978) (100) 2,750 (447) 1,225 - 1,225 - - - - - 100 - - 100 - 100 IFRS £’000 - (-) - (978) (978) - 2,750 (447) 1,325 - 1,325 The Company has modified its former balance sheet and income statement structure on transition to IFRS. The main changes may be summarised as follows: • to eliminate the amortisation of goodwill • goodwill reclassified to investments Following the transition to IFRS, investments that have previously been hived down into a fellow group company and previously recognised as goodwill, have been reclassified to Investments. Staffline Group plc • Annual Report 2015 67 31. Profit for the financial year The Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own profit and loss account in these financial statements. The Company’s profit for the year before dividends paid was £4,441,000 (2014: £1,324,000). Auditors remuneration incurred by the Company during the year for audit services totalled £13,750 (2014: £13,750). 32. Directors and employees remuneration As in previous years all Group Directors are remunerated by Staffline Recruitment Limited. Details of directors’ remuneration is disclosed within the Report on Remuneration on page 25. The average number of persons (including Directors) employed by the Company during the year was 6 (2014: 6). 33. Fixed asset investments Investment in group undertakings £’000 Cost and net book amount at 31 December 2014 as previously stated Impact on transition to IFRS (note 30) Cost and net book amount at 31 December 2014 Additions Cost and net book amount at 31 December 2015 The Company holds interests in the following companies: 24,884 1,800 26,684 31,327 58,011 Subsidiaries Staffline Recruitment Limited Elpis Limited* A La Carte Recruitment Limited* Staffline Polska Sp. zoo* Staffline Gliwice Sp. zoo* Go New Sp. Zoo * House of Logistics Limited* Staffline Recruitment Ireland Limited Eos Works Group Limited Eos Works Limited* Ethos Recruitment Limited* Taskforce Recruitment Limited* Go New Recruitment Holdings Limited* Go New Recruitment Limited* Go New Recruitment (Glos.) Limited* Select Appointments Limited* Learning Plus System Limited Staffline Holdings Limited PeoplePlus Group Limited* Softmist Limited* Proportion of ordinary share capital held Country of incorporation Nature of business 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 90% 100% 100% England and Wales England and Wales England and Wales Poland Poland Poland England and Wales Republic of Ireland England and Wales Recruitment Dormant Dormant Recruitment Recruitment Recruitment Dormant Recruitment Dormant England and Wales Welfare to Work England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales Dormant Dormant Dormant Dormant Dormant Recruitment Training England and Wales Intermediary holding England and Wales Welfare to Work England and Wales Training i F n a n c a i l S t a t e m e n t s C o m p a n y S t a t u t o r y 68 Staffline Group plc • Annual Report 2015 Notes to the company financial statements (continued) 33. Fixed asset investments (continued) Subsidiaries Staffline Recruitment Limited Elpis Limited* A La Carte Recruitment Limited* Staffline Polska Sp. zoo* Staffline Gliwice Sp. zoo* Go New Sp. Zoo * House of Logistics Limited* Staffline Recruitment Ireland Limited Eos Works Group Limited Eos Works Limited* Ethos Recruitment Limited* Taskforce Recruitment Limited* Go New Recruitment Holdings Limited* Go New Recruitment Limited* Go New Recruitment (Glos.) Limited* Select Appointments Limited* Learning Plus System Limited Staffline Holdings Limited PeoplePlus Group Limited* Softmist Limited* Proportion of ordinary share capital held Country of incorporation Nature of business 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 90% 100% 100% England and Wales England and Wales England and Wales Poland Poland Poland England and Wales Republic of Ireland England and Wales Recruitment Dormant Dormant Recruitment Recruitment Recruitment Dormant Recruitment Dormant England and Wales Welfare to Work England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales England and Wales Dormant Dormant Dormant Dormant Dormant Recruitment Training England and Wales Intermediary holding England and Wales Welfare to Work England and Wales Training *These companies are owned indirectly through other group companies. 34. Intangible assets The Intangible asset related to a software license which has a remaining useful economic life of two years. Net book value at 31 December 2014 Amortisation provided in year Net book value at 31 December 2015 35. Trade and other receivables Other debtors Amounts due from Group undertakings Total £’000 1,166 (666) 500 2015 £’000 1,484 - 39,859 41,343 2014 £’000 47,904 47,904 The amounts due from Group undertakings are no-interest bearing, unsecured and repayable on demand Staffline Group plc • Annual Report 2015 69 36. Trade and other payables Accruals 37. Borrowings Borrowings are repayable as follows: In one year or less or on demand In more than one year but not more than two years In more than two years but not more than five years Unamortised transaction costs Split: Current liabilities: Term loan Discounted loan notes Unamortised transaction costs Non-current liabilities: Term loan Discounted loan notes Unamortised transaction costs Total borrowings 2015 £’000 141 141 2015 £’000 20,868 8,750 13,125 (595) 42,148 11,875 8,993 (166) 20,702 21,875 - (429) 21,446 42,148 2014 £’000 72 72 2014 £’000 13,464 11,409 3,750 (364) 28,259 2,500 10,964 (106) 13,358 6,250 8,909 (258) 14,901 28,259 Total borrowings excluding unamortised transaction costs (42,743) Cash 36 Net debt as disclosed in consolidated statement of cash flows (42,707) (28,623) 65 (28,558) The term loan and discounted loan notes are secured by a debenture over all the assets of the Group. A term loan of £35m was drawn down in June as part of the A4E acquisition. The loan is repayable quarterly and matures in 2019. Interest accrues on the loan at between 1.4% and 2.4% plus LIBOR, depending upon the level of adjusted leverage as defined in the banking covenants. As part of the Avanta acquisition in 2014, there was £20m of deferred consideration due to the vendors, £11m which was paid in 2015 and £9m due to be paid in 2016. The deferred consideration is in the form of bank guaranteed, coupon-bearing loan notes. The two loan notes have been discounted back to the book values disclosed above. Interest on the bank guarantees is charged at 1.4%. i F n a n c a i l S t a t e m e n t s C o m p a n y S t a t u t o r y 70 Staffline Group plc • Annual Report 2015 Notes to the company financial statements (continued) 38. Other liabilities Due within one year Cash settled JSOP liability Due after more than one year Cash settled JSOP liability 39. Share Capital Authorised 30,000,000 (2014: 30,000,000) ordinary 10p shares Due after more than one year 27,749,389 (2014: 27,747,551) ordinary 10p shares 2015 £’000 - - 6,180 6,180 2015 £’000 3,000 2015 £’000 2,775 2014 £’000 5,472 5,472 880 880 2014 £’000 3,000 2014 £’000 2,775 For full details of share options and the share based payment charge calculation see note 7. 40. Risk management objectives and policies The Company is exposed to a variety of financial risks through its use of financial instruments which result from both its operating and investing activities. The Company’s risk management is co-ordinated at its headquarters, in close co-operation with the Board of Directors. The Company does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company is exposed are described below. Credit risk Generally, the Company’s maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised at the balance sheet date, as summarised below: Amounts due from group companies Cash and cash equivalents Other debtors 2015 Loans and receivables and balance sheet totals £’000 39,859 36 1,484 41,379 2014 Loans and receivables and balance sheet totals £’000 47,904 65 - 47,969 Credit risk is only disclosed in circumstances where the maximum potential loss differs significantly from the financial asset’s carrying amount. Liquidity risk The Company seeks to manage financial risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Staffline Group plc • Annual Report 2015 71 Interest rate risk All financial liabilities of the Company are subject to floating interest rates. Competitive rates have been renegotiated with the Company’s bankers and the rate paid on the term has been set at 1.4% above LIBOR. The following table illustrates the sensitivity of the net result for the year and equity to a reasonably possible change in interest rates of +/- one percentage point with effect from the beginning of the year. 2015 +1% (743) 2015 -1% 743 2014 +1% (221) 2014 -1% 221 (Decrease)/increase in net result and equity £’000 Foreign currency sensitivity The Company’s transactions are all carried out in sterling. Financial liabilities The Company’s liabilities are classified as follows: i F n a n c a i l Term loan and loan notes Accruals Other liabilities - JSOP Total 2015 Financial liabilities at fair value through £’000 2015 Other financial liabilities at £’000 2015 Liabilities not within the scope £’000 2015 Balance sheet total £’000 S t a t e m e n t s - - - - 42,743 141 - 42,884 - - 6,180 6,180 42,743 141 6,180 49,064 The Company consider that the fair value of the Company’s financial assets and liabilities equal the book value. Term loan and loan notes Accruals Other liabilities - JSOP Total 2014 Financial liabilities at fair value through £’000 2014 Other financial liabilities at £’000 2014 Liabilities not within the scope £’000 2014 Balance sheet total £’000 - - - - 28,623 72 - 28,695 - - 6,352 6,352 28,623 72 6,352 35,047 Fair value represents amounts at which an asset could be exchanged or a liability settled on an arm’s length basis. Financial assets and financial liabilities measured at fair value are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in the fair value measurement, as follows: - level 1 - quoted prices in active markets for identical assets and liabilities - level 2 - inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly - level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs) The Group has no financial assets or liabilities in any classification. C o m p a n y S t a t u t o r y 72 Staffline Group plc • Annual Report 2015 Notes to the company financial statements (continued) 40. Risk management objectives and policies (continued) Maturity of financial liabilities The analysis of the maturity of financial liabilities at 31 December 2015 is as follows: 2015 Less than one year £’000 2015 Two to five years £’000 2015 More than five years £’000 11,875 21,875 8,993 141 - - 21,009 21,875 - - - - Term loan Loan notes Accruals Total 2015 Total £’000 33,750 8,993 141 2014 Less than one year £’000 2,500 10,964 72 42,884 13,536 15,159 2014 Two to five years £’000 2014 More than five years £’000 The analysis of the maturity of contractual undiscounted financial liabilities at 31 December 2015 is as follows: 2015 Less than one year £’000 2015 Two to five years £’000 2015 More than five years £’000 12,383 22,364 9,028 141 - - 21,552 22,364 - - - - Term loan Loan notes Accruals Total 2015 Total £’000 34,747 9,028 141 2014 Less than one year £’000 2,637 11,234 72 43,916 13,943 15,418 2014 Two to five years £’000 2014 More than five years £’000 6,250 8,909 - 6,390 9,028 - 2014 Total £’000 8,750 19,873 72 28,695 2014 Total £’000 9,027 20,262 72 29,361 - - - - - - - - Staffline Group plc • Annual Report 2015 73 41. Cash flows from operating activities Profit before taxation Adjustments for: Finance costs Depreciation, loss on disposal and amortisation Dividend income Operating profit before changes in working capital and share options Change in trade and other receivables Change in trade and other payables Net cash inflow/(outflow) from operating activities 42. Contingent liabilities Year ended 31 December 2015 £’000 Year ended 31 December 2014 £’000 4,441 1,324 1,014 667 (3,989) 2,133 6,561 63 8,757 447 667 (2,750) (312) (42,883) 19,945 (23,250) A cross guarantee exists between all companies in the Group for all amounts payable to Lloyds. The Group amount owing to Lloyds at year-end is £56.0m. 43. Capital commitments There were no capital commitments at 31 December 2015 or at 31 December 2014. 44. Related parties The company has taken the IAS 24 exemption to not disclose transactions with wholly owned subsidiary undertakings. Details of related party transactions are given in note 20 to the consolidated financial statements. i F n a n c a i l S t a t e m e n t s C o m p a n y S t a t u t o r y 74 Staffline Group plc • Annual Report 2015 Notes: 

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